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PROGRESS 2022-2 TRUST Capital/Financing Update 2023

Nov 29, 2023

65594_rns_2023-11-29_548dcd0e-3523-4329-ac9f-284a1d29e555.pdf

Capital/Financing Update

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Information Form and Checklist

(ASX Debt Listing)

Name of entity

Perpetual Trustee Company Limited as trustee of the Progress 2022-2 Trust

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Debt Listing.

Note: by giving an Appendix 1B Application for Admission to the ASX Official List (ASX Debt Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1B of the ASX Listing Rules).

The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.

Terms used in this Information Form and Checklist have the same meaning as in the ASX Listing Rules.

If an applicant is admitted to the Official List of ASX, this Information Form and Checklist will be released on the Market Announcements Platform at the time of admission.

Part 1 – Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as "N/A".

Corporate details1

Legal name2 Perpetual Trustee Company Limited as trustee of the Progress 2022-2Trust
Trading name N/A
Date of incorporation or establishment New South Wales
Place of incorporation orestablishment Country Australia
State (Province, County, etc.) New South Wales
All Australian registration numbers (asappropriate) ABN 60 260 159 177
ACN
ARSN
ARBN
Foreign incorporation referencenumber,3if applicable N/A

1 If the entity applying for admission to the official list is a trust, provide details of the trust. Details of the trustee or responsible entity (as applicable) should be separately provided below under the heading 'Trustee/Responsible Entity details'. Otherwise, provide details of the company or other corporate entity that is the issuer of the debt securities.

2 As registered with ASIC, if applicable. If it is a foreign entity, reflect the entity legal name as registered in the country of incorporation or establishment, if applicable.

3 The equivalent registration number to an ABN or ACN in the country of incorporation or establishment, where the country of incorporation or establishment is not Australia.

Legal entity identifier (LEI),4ifapplicable 549300IHZMDHLNG8IT82
Address of registered office in placeof incorporation or establishment The registered office of the Trust Manager is:Priority One Agency Services Pty LimitedLevel 2950 Bridge StreetSydney NSW 2000
Main business activity N/A
Country where main business activityis mostly carried on N/A
Other exchanges on which the entityis listed5 N/A
Street address of principaladministrative office Priority One Agency Services Pty LimitedLevel 2950 Bridge StreetSydney NSW 2000
Postal address of principaladministrative office Priority One Agency Services Pty LimitedLevel 2950 Bridge StreetSydney NSW 2000
Telephone number of principaladministrative office +612 9257 5823
Email address for investor enquiries [email protected]
Website URL https://www.amp.com.au/corporate/about-amp/corporate-governance/ampbanks-securitisation

Board and senior management details6

Full name and title of chairperson ofdirectors The Trust Manager is Priority One Agency Services Pty Limited.
Priority One Agency Services Pty Limited does not have a chairperson.

4 The LEI is a standard identifier that provides verified data on legal entities registered on a centralised system, the Global LEI System. Providing a LEI is voluntary. If the entity does not have a LEI leave this field blank. For Issuers who choose to voluntarily provide their LEI (where available), ASX will record and link the LEI of the issuer to each International Securities Identification Number (ISIN) allocated to financial instruments issued by that issuer and quoted on ASX. ASX will also provide the ISIN-LEI mapping to the Association of National Numbering Agencies (ANNA) Service Bureau (ASB) for the purpose of the ISIN-LEI mapping initiative, and this information will then be made publicly available on both the ANNA and Global Legal Entity Identifier Foundation (GLEIF) websites. Once publically available, any person may use the LEI information (including the ISIN-LEI mapping data) for any purpose without restriction.

5 If more than one, indicate which is the entity's home exchange.

6 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity or trustee of the trust (as applicable).If items 28 and 29 of Part 2 of this Information Form and Checklist are applicable to the entity, enter the board and senior management details for the trust manager (however described) appointed by the trustee or responsible entity (as applicable) of the trust.

Full names of all existing directors The Trust Manager is Priority One Agency Services Pty Limited. Its directorsare:SEAN O'MALLEY•JASON BOUNASSIF•
Full names of any persons proposedto be appointed as additional orreplacement directors N/A
Full name and title of CEO/managingdirector N/A
Email address of CEO/managingdirector N/A
Full name and title of CFO N/A
Email address of CFO N/A
Full name and title of companysecretary The Trust Manager is Priority One Agency Services Pty Limited. Its companysecretaries are:•KATHARINE VANESSA GORDON•LEANNE JENNIFER GRAYThe Trust does not have company secretaries.
Email address of company secretary [email protected]

Third party company secretarial service provider details (if applicable)7

Service provider entity name8 N/A
All Australian registration numbers(as appropriate) ABN N/A
ACN N/A
ARBN N/A
Foreign incorporation referencenumber,9if applicable N/A
Place of incorporation orestablishment Country N/A
State (Province,County, etc.) N/A
Address N/A

7 Please provide these details if the entity seeking admission has engaged an external entity to provide company secretarial services to it.

8 As registered with ASIC. If it is a foreign entity, reflect the entity legal name as registered in the country of incorporation or establishment.

9 The equivalent registration number to an ABN or ACN in the country of incorporation or establishment, where the country of incorporation or establishment is not Australia.

ASX compliance contact details10

Full name and title of ASX contact(s) Priority One Agency Services Pty LimitedGwenneth O'SheaHead of Securitisation
Business address of ASX contact(s) Priority One Agency Services Pty LimitedLevel 2950 Bridge StreetSydney NSW 2000
Business phone number of ASXcontact(s) Gwenneth O'SheaPhone: (02) 9257 5823
Mobile phone number of ASXcontact(s) Gwenneth O'SheaPhone: 0434 607 437
Email address of ASX contact(s) [email protected]

Investor relations contact details

Full name and title of personresponsible for investor relations Gwenneth O'Shea
Business phone number of personresponsible for investor relations [email protected]
Email address of person responsiblefor investor relations (02) 9257 5823

Auditor details11

Full name of auditor Ernst & Young
---------------------- ---------------

Registry details12

Name of securities registry Austraclear Services Limited
Address of securities registry 20 Bridge StreetSydney NSW2000
Phone number of securities registry (02) 8298 8476
Fax number of securities registry (02) 9256 0456

10 Under Listing Rule 1.8 Condition 9, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

11 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences.

12 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

Email address of securities registry [email protected]
Type of sub-registers the entity willoperate13 N/A

Key dates

Annual financial year end date 12 months ending on 31 December (for the Trust) in any year.
Months in which interest is usuallypaid (or is intended to be paid), ifapplicable The 18th day of each month commencing in November 2022, subject to theModified Following Business Day Convention.

Trustee/Responsible Entity details

Name of trustee/responsible entity14 Perpetual Trustee Company Limited
All Australian registration numbers ABN 42 000 001 007
(as appropriate) ACN 000 001 007
ARBN N/A
Foreign incorporation referencenumber,15 if applicable N/A
Place of incorporation orestablishment Country Australia
State (Province,County, etc.) New South Wales
Legal entity identifier (LEI), ifapplicable16 N/A
Address Level 18, 123 Pitt StreetSydney NSW 2000
Full names of the members of thecompliance committee of theresponsible entity, if applicable N/A

Trust Manager details

Name of trust manager, if applicable17 Priority One Agency Services Pty Limited
All Australian registration numbers(as appropriate) ABN 40 074 621 131
ACN 074 621 131

13 For example, CHESS and issuer sponsored sub-registers (see Guidance Note 29 section 3.11).

17 As registered with ASIC. If it is a foreign entity, reflect the entity legal name as registered in the country of incorporation or establishment.

14 As registered with ASIC. If it is a foreign entity, reflect the entity legal name as registered in the country of incorporation or establishment.

15 The equivalent registration number to an ABN or ACN in the country of incorporation or establishment, where the country of incorporation or establishment is not Australia.

16 Refer to footnote 5 above for further details regarding LEIs.

ARBN N/A
Foreign incorporation referencenumber,18 if applicable N/A
Place of incorporation orestablishment Country Australia
State (Province,County, etc.) New South Wales
Legal entity identifier (LEI), ifapplicable19 N/A
Address Level 29, 50 Bridge StreetSydney NSW 2000

Entities incorporated or established outside Australia – additional details

Name20 of the entity's Australianagent for service of process N/A
All Australian registration numbers ofentity's Australian agent for service ofprocess (as appropriate) ABN N/A
ACN N/A
Place of incorporation orestablishment of the entity's Country N/A
Australian agent for service ofprocess State(Province,County, etc.) N/A
Address of the entity's Australianagent for service of process N/A
If the entity has or intends to have acertificated sub-register for quotedsecurities, the location of theAustralian sub-register N/A
Address of registered office inAustralia (if any) N/A

Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the "Location/Confirmation" column for each item below where the information or document referred to in that item is to be found (e.g. in the case of information, the specific page reference in the relevant document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter "Confirmed"" in the "Location/Confirmation" column. If an item is not applicable, please mark it as "N/A".

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist are provided both in hard copy and in electronic form in one or more folders and/or in any other appropriate electronic form containing consecutively numbered and titled documents (e.g. 'Attachment 1 – Certificate of Incorporation', 'Attachment 2 – ASX Online Agreement',

18 The equivalent registration number to an ABN or ACN in the country of incorporation or establishment, where the country of incorporation or establishment is not Australia.

19 Refer to footnote 5 above for further details regarding LEIs.

20 As registered with ASIC.

etc.), together with a document index. Where this Checklist indicates that an original document is required, ASX will also accept a certified copy of the relevant document.

Note that completion of this Checklist is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX's absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

Key supporting documents

    1. Entity's certificate of incorporation, certificate of registration or other evidence of status (including any change of name)
    1. Executed ASX Online agreement with ASX confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.8 Condition 10)21
    1. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable)
    1. Please either enter "Confirmed" in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or attach a statement explaining the circumstances and state the location of that statement
    1. Payment for the initial listing fee22 Payment to be made via EFT once
    1. If required by ASX, a legal opinion from a reputable Australian law firm which is satisfactory to ASX and which confirms that the debt securities to be quoted are "financial products" as defined in the Corporations Act (Listing Rule 1.8 Condition 1 and Guidance Note 29 section 3.3)

No Item Location/Confirmation Notice of Creation of Trust and Series Notice

Attached

N/A

Confirmed

invoice received.

N/A

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

21 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX's website.

22 See Guidance Notes 15 and 15A for the fees payable on the application. Payment can be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

If payment is made by electronic funds transfer, please email your remittance advice to [email protected], describing the payment as the "initial listing fee" and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.

Capital structure

    1. A table showing the existing and proposed debt securities in the capital structure of the entity, broken down as follows:
    • (a) the number and class of each debt security and each convertible debt security currently on issue; and
    • (b) the number and class of each debt security and each convertible debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and
    • (c) the resulting total number of each class of debt security and convertible debt security proposed to be on issue at the date the entity is admitted to the official list.

Note: This applies whether the securities are to be quoted or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario.

Main class ofsecurities –Number to be +Class
quoted577,500Each Class A1-L Note will havea denominationof A$1,000 Progress 2022-2 Trust ClassA1-L Notes
Number not tobe quoted +Class
112,500Each Class A1-S Note will havea denominationof A$1,000 Progress 2022-2 Trust ClassA1-S Notes
29,850Each Class ABNote will have adenomination ofA$1,000 Progress 2022-2 Trust ClassAB Notes
11,025Each Class BNote will have adenomination ofA$1,000 Progress 2022-2 Trust Class BNotes
8,775Each Class CNote will have adenomination ofA$1,000 Progress 2022-2 Trust Class CNotes
4,875Each Class DNote will have adenomination ofA$1,000 Progress 2022-2 Trust Class DNotes
2,700Each Class ENote will have adenomination ofA$1,000 Progress 2022-2 Trust Class ENotes
2,775Each Class FNote will have adenomination ofA$1,000 Progress 2022-2 Trust Class FNotes
  1. For each class of securities referred to in the table mentioned in item 7, the terms applicable to those securities

Note: This should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable).

See section 1 ("Summary of the Issue") in the Information Memorandum for information about each Class (including as to currency, issue price, rate of interest and dates of payment of interest of each Class).

  • No Item Location/Confirmation
    1. Where any class of securities referred to in the table mentioned in item 7 is constituted under, or is the subject of, a trust deed,23 that trust deed

Other information

    1. Details of the entity's existing activities and level of operations Please refer to sections 3 ("The
    1. Confirmation that all information that a reasonable person would expect to have a material effect on the price or value of the debt securities to be quoted is included in or provided with this Information Form and Checklist

Entities applying for admission on the basis of their NTA (Listing Rule 1.8 Condition 3(a))

    1. Evidence that the entity24 will have net tangible assets at the time of admission of at least $10 million
    1. Entity's accounts, together with any audit report or review,25 for the last 2 full financial years

Entities applying for admission on the basis of a guarantor (Listing Rule 1.8 Condition 3(b))

    1. Evidence that the guarantor is a company that at the time of admission will have net tangible assets of at least $10 million
    1. Guarantor's accounts, together with any audit report or review,26 for the last 2 full financial years
    1. An original executed undertaking by the guarantor to provide to ASX for release to the market the documents required to enable the entity to comply with Listing Rule 4.7A.1

Entities applying for admission on the basis of a credit rating (Listing Rule 1.8 Condition 3(c))

    1. Evidence that the debt securities for which the entity seeks quotation are rated at least "investment grade" by one of:
    • (a) Moody's Investor Services Inc.;
    • (b) Standard & Poors, Inc.;
    • (c) Fitch, Inc.; or
    • (d) any other credit rating agency advised to the market by ASX from time to time,
    • or any of their subsidiaries

Notice and the Notice of Creation of Trust.

See the Master Trust Deed, the Series

  1. A brief history of the entity See section 11 ("The Originator and the Mortgage Loans") of the Information Memorandum.

Progress 2022-2 Trust"), 4 ("Assets of the Trust"), and 7 ("General Features of the Trust") of the Information Memorandum.

Yes

N/A

N/A N/A N/A

See the Rating Letters from Moody's Investor Service Pty Limited and S&P Global Ratings Australia Pty Ltd.

N/A

23 For example, a debenture trust deed or a security trust deed under which the trustee holds security for the holders of the debt securities or convertible debt securities in question.

24 If the entity is applying in its capacity as the trustee of a trust, the trust must have net tangible assets of at least $10 million.

25 If the accounts have not been audited or reviewed, the entity must tell ASX.

26 If the accounts have not been audited or reviewed, the guarantor must tell ASX.

    1. Evidence that no credit rating agency (whether referred to in item 18 or otherwise) has issued a rating less than "investment grade" in relation to the debt securities for which the entity seeks quotation (Guidance Note 29, section 3.2)

Entities applying for quotation of retail debt securities

    1. Prospectus for the offer of the retail securities, as lodged with ASIC (Listing Rule 1.8 Condition 4)
    1. All material contracts referred to in the prospectus (including any underwriting agreement) plus the page reference in the prospectus where they are summarised

Entities applying for quotation of wholesale debt securities

    1. Offer document or information memorandum to be issued to investors Attached
    1. Documents setting out the terms of the securities (including, if there is a deed poll or trust deed for the securities, of the deed poll or trust deed) (Listing Rule 2.1 Condition 5)
    1. Any other transaction documents referred to in the offer document or information memorandum

Entities applying for quotation of asset-backed securities

    1. Evidence either that:
    • (a) there is a security trustee or other independent person representing the interests of the holders of the asset-backed securities (Listing Rule 1.8 Condition 12(a)); or
    • (b) if the issue of asset-backed securities is secured by equity securities, or options, warrants or other rights relating to equity securities, the equity securities:
      • (i) are quoted on a stock exchange or traded on another regulated market; and
      • (ii) do not constitute a majority interest or confer legal or management control of the companies that have issued them (Listing Rule 1.8 Condition 12(b))

Entities that are trusts

    1. Evidence that the trustee or responsible entity of the trust (as applicable) is the issuer of the debt securities (Listing Rule 1.8 Condition 8(a))
    1. Evidence that the trust is a special purpose trust constituted solely for the purpose of issuing the class or classes of debt securities to be quoted on ASX (Listing Rule 1.8 Condition 8(b))

No Item Location/Confirmation

Confirmed. Please also see the Rating Letter from Moody's Investor Service Pty Limited and S&P Global Ratings Australia Pty Ltd.

N/A

N/A

Attached

Attached

See the Master Security Trust Deed and General Security Deed.

See Master Trust Deed and Series Notice.

See request for wavier in ASX Waiver Letter (Rule 1.8, Condition 8(b) – Progress 2022-2 Trust.

    1. If the Appendix 1B Application for Admission to the ASX Official List (Debt Listing) given in connection with this document is given to ASX by or on behalf of a trust manager (however described) appointed by the trustee or responsible entity (as applicable) of the trust, evidence that the trust manager has the necessary authority:
    • (a) to apply, on behalf of the trustee or responsible entity (as applicable), for admission of the trust as an ASX Debt Listing under Listing Rule 1.8 and the quotation of the securities proposed to be quoted;
    • (b) to provide all information and documents it has given, or will give, to ASX in connection with the trust's admission to the official list and the quotation of the securities proposed to be quoted; and
    • (c) to act on behalf of the trustee or responsible entity (as applicable) to comply with the Listing Rules that will apply from time to time in the event that the trust is admitted to the official list as an ASX Debt Listing27
    1. If the ASX Online agreement given under item 2 is executed by a trust manager (however described) on behalf of the trustee or responsible entity (as applicable) of the trust, evidence that the trust manager has the necessary authority to execute the ASX Online agreement on behalf of the trustee or responsible entity
    1. If the securities to be quoted on ASX are retail securities, evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.8 Condition 8(c))

Entities incorporated or established outside of Australia

    1. A legal opinion from a reputable law firm in the applicant's home jurisdiction which is satisfactory to ASX and which confirms that the applicant is validly existing in that jurisdiction and that the business it carries on complies with its constitution, the laws of that jurisdiction and, if it is listed on an overseas stock exchange, the listing rules (or their equivalent) of that exchange (Listing Rule 1.8 Condition 6 and Guidance Note 29 section 3.10)
    1. If the entity is a foreign company, evidence that the entity is registered as a foreign company carrying on business in Australia (Listing Rule 1.8 Condition 7)
    1. If the entity is a foreign trust, evidence that the responsible entity of the trust is registered as a foreign company carrying on business in Australia (Listing Rule 1.8 Condition 8(d))
    1. If the securities are retail securities, confirmation that the entity's prospectus includes a clear statement of its place of incorporation or registration and a statement to the effect that:

"As [name of entity] is not established in Australia, its general corporate activities (apart from any offering of securities in Australia) are not regulated by the Corporations Act 2001 of the Commonwealth of Australia or by the Australian Securities and Investments Commission but instead are regulated by [insert name of governing legislation] and [insert name of corporate regulator administering that legislation]." (Guidance Note 29 section 3.10)

  1. If any class of debt securities which you are seeking to have quoted on ASX will not have CDIs issued over them, please obtain and provide an International Securities Identification Number (ISIN) for that class (ASX is not able to create a new ISIN for non-Australian issuers).

No Item Location/Confirmation See confirmation in the ASX Supplemental Letter (Trust Manager authority) – Progress 2022-2 Trust.

See confirmation in the ASX Supplemental Letter (Trust Manager authority) – Progress 2022-2 Trust.

N/A
N/A
N/A

N/A

N/A

Progress 2022-2 Trust Class A1-L Notes ISIN: AU3FN0071551

27 Provision of the evidence referred to in item 28(c) does not relieve the trustee or responsible entity (as applicable) of its obligation under Listing Rule 19.11B(a) to ensure that the trust complies with the Listing Rules.

Further documents to be provided before admission to the official list

Please note that, in addition to the information and documents mentioned above, an entity may be required to provide additional information to ASX under Listing Rule 1.17.