SUNCORP GROUP LIMITED — Capital/Financing Update 2008

May 5, 2008

Suncorp-Metway Ltd CPS Offer

May 2008

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Important Notice
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Suncorp-Metway Limited (ABN 66 010 831 722, AFSL 229 882) ("Suncorp") is the proposed issuer of the Suncorp convertible preference shares ("CPS") . Suncorp is not liable for the content of this presentation.

This presentation was prepared by Suncorp and contains information regarding the proposed of issue of CPS. Suncorp, Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832) (Citi), J.P. Morgan Australia Limited (ABN 52 002 888 011) (JPMorgan), Macquarie Capital Advisers Limited (ABN 79 123 199 548) (Macquarie), UBS AG, Australia Branch (ABN 47 088 129 613) (UBS), and their respective officers, employees, agents and affiliates may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from, Suncorp and corporations and investment vehicles in which Suncorp hold interests. Citi, JPMorgan, Macquarie, UBS and / or their affiliates are acting as Joint Lead Managers to the offer of CPS and may receive fees for acting in that capacity.

This document is not a product disclosure statement or prospectus for the purposes of the Corporations Act and does not constitute an offer, invitation, solicitation or recommendation in relation to the subscription, purchase or sale of CPS or other securities in any jurisdiction and neither this document nor anything in it shall form the basis of any contract or commitment. No responsibility is accepted by Suncorp, CIti, JPMorgan, Macquarie, UBS or any of their respective directors, officers, employees, agents or affiliates, nor any other person, for any of the Information or for any action taken by you on the basis of the Information or opinions expressed in the course of this presentation. This presentation does not constitute investment, legal, taxation or other advice and the presentation does not take into account your investment objectives, financial situation nor particular needs. You are responsible for forming your own opinions and conclusions on such matters and should read the Prospectus in its entirety and make your own independent assessment of the Information and the Offer and seek independent professional advice in relation to the Information and any action taken on the basis of the Information.

Suncorp has prepared this presentation based on information available to it. None of Citi, JPMorgan, Macquarie, UBS or any of their directors, agents, officers, employees or affiliates have authorised this presentation or are responsible for the issue or making of any statement or contents of this presentation. Except as required by law, no representation or warranty, express or implied, is made by Suncorp, Citi, JPMorgan, Macquarie or UBS as to the fairness, accuracy, completeness or correctness of the Information, opinions and conclusions, or as to the reasonableness of any assumption contained in this presentation. By receiving the Information and to the extent permitted by law, you release Suncorp, Citi, JPMorgan, Macquarie, UBS and their respective directors, officers, employees, agents and affiliates from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising as a result of the reliance by you any other person on anything contained in or omitted from this presentation. Any forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, Suncorp, Citi, JPMorgan, Macquarie, UBS and their respective directors officers, employees, agents or affiliates. Actual future events may vary materially from the forward looking statements and the assumptions on which those statements are based. Given these uncertainties, you are cautioned to not place undue reliance on such forward looking statements.

Foreign jurisdictions – THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES OR TO ANY US PERSON

The distribution of this presentation in jurisdictions outside Australia may be restricted by law. If you come into possession of it you should seek advice on such restrictions and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify CPS or to otherwise permit a public offering of CPS outside Australia. CPS may be offered in a jurisdiction outside Australia where such an offer is made in accordance with the laws of that jurisdiction. CPS have not been, and will not be, registered under the United States Securities Act of 1933 ("Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, a US Person (as defined in Regulation S under the Securities Act).

Prospectus

A public offer of CPS will be made by Suncorp pursuant to a Prospectus under Part 6D.2 of the Corporations Act. A Prospectus was lodged with the Australian Securities and Investments Commission on 6 May 2008. A replacement Prospectus with the margin determined under the Bookbuild will be lodged on or about 14 May 2008. This document is not a Prospectus under Australian law and does not constitute an invitation to subscribe for or buy any securities or an offer for subscription or purchase of any securities or a solicitation to engage in or refrain from engaging in any transaction.

Future performance

Nothing in this presentation is a promise or representation as to the future. Statements or assumptions in this presentation as to future matters may prove to be incorrect and differences may be material. Suncorp does not make any representation or warranty as to the accuracy of such statements or assumptions. Except as required by law, and only then to the extent so required, neither Suncorp nor any other person warrants or guarantees the future performance of CPS or any return on any investment made pursuant to this presentation.

Diagrams

Diagrams used in the presentation are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this presentation.

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Agenda
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1. Suncorp at a glance and Group structure

2. Financial performance

3. CPS key terms

4. Bookbuild and syndicate details

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Transaction overview
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Summary

• Suncorp-Metway Limited (Suncorp) is seeking to raise up to $325 million from an issue of convertible preference shares (CPS) with the ability to accept oversubscriptions for up to $75 million (Offer)

• CPS are fully paid preference shares in the capital of Suncorp which will mandatorily convert into ordinary shares of Suncorp on 14 June 2013 (subject to certain conditions being satisfied)

• The Offer is being made as part of Suncorp’s ongoing capital management strategy. The CPS proceeds will be used to repay existing debt, finance new loans and for other general corporate purposes

Offer details

• The Offer will comprise an Institutional Offer, a Broker Firm Offer, a Securityholder Offer and a General Offer

• The Margin will be determined via a Bookbuild on 13 May 2008

• Listing of CPS on ASX expected to occur on 13 June 2008

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Offer summary
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Issuer	• Suncorp-Metway Limited
Security	• Convertible preference shares (CPS)
Offer Size	• Up to $325 million, with the ability to accept oversubscriptions for up to $75 million
Issue Price	• $100 per CPS
Regulatory	• Non-innovative Residual Tier 1 Capital
Dividends	• Preferred, non-cumulative, quarterly, based on a floating rate and expected to be fully franked • Dividend Rate = (90 day Bank Bill Rate + Margin) x (1 – Tax Rate)
Mandatory Conversion	• CPS will mandatorily convert into ordinary shares on or after 14 June 2013 provided the Mandatory Conversion Conditions relating to the Suncorp ordinary share price and trading status are satisfied • The Mandatory Conversion Conditions provide protection to Holders from receiving less than $101.01 worth of Ordinary Shares per CPS on Conversion based on the volume weighted average price (VWAP) of Ordinary Shares during the 20 Business Days before the Mandatory Conversion Date
Exchange	• CPS may be Exchanged for $100 per CPS before 14 June 2013 if a tax event or regulatory event occurs, and must be Exchanged if an acquisition event occurs • CPS may also be Resold to a third party purchaser for $100 per CPS on a Mandatory Conversion Date
Issue Credit Rating	• Expected to be rated ‘A-’ by Standard & Poor’s, ‘A2’ by Moody’s and ‘A-’ by Fitch Ratings
ASX Quotation	• Suncorp will apply for CPS to be quoted on ASX under code ‘SUNPC’
Ranking on winding up	• CPS rank behind all depositors, other creditors and existing Non-Participating Shares, equally with RPS and any other equally-ranking instruments, and ahead of ordinary shares
Joint Lead Managers / Bookrunners	• Citi, JPMorgan, Macquarie and UBS

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Agenda
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1. CPS Offer summary

1. Financial performance

2. CPS key terms

3. Bookbuild and syndicate details

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Suncorp at a glance
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• Group total assets in excess of $92b

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• Approximately 7 million customers

• Australia’s third largest general insurance group with annual gross written premium of over $6b

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• Australia’s sixth largest bank with banking assets of over $69b

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• Strong wealth management business with over $27b in funds under management

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• Over 16,000 staff in 450 offices across Australia and New Zealand

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• A portfolio of market leading brands

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Note: Statistics based on 12 month pro-forma view of combined Suncorp and Promina businesses

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Group structure
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Simplified Corporate Structure

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Suncorp-Metway
Limited
Suncorp Metway
Suncorp Life & Suncorp Hooker
Investment Suncorp Metway
Superannuation Insurance Corporation
Management Insurance Limited
Limited Holdings Limited Limited
Limited
GIO Entities & Promina Group L J Hooker
Others Limited Limited
Bank Operating Company
GI Operating Company
Non-Operating Holding Company
Promina Group Tyndall Investment
Other Vero Insurance
Holdings Pty Ltd Management Asteron Limited
Limited
GI Operating Companies & Others (New Zealand) Limited
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The assets and capital of the Bank, General Insurance and Life & Super are quarantined

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Agenda
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1. CPS Offer summary

2. Suncorp at a glance and Group structure

1. CPS key terms

2. Bookbuild and syndicate details

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Profit contribution – six months to Dec 07
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Profit before tax and Promina acquisition items $616m

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Lending performance
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Bank lending assets (half year, $bn)

Lending by state

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50.2
45.7
41.7
38.8
Total
23.7
36.5
Other
20.8
18.5
17.2
Business 16.1
25.3
Housing
23.8
22.4
20.8
19.6
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Dec-05 Jun-06 Dec-06 Jun-07 Dec-07

*** Home lending, including securitised assets**

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Premium revenue by product
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Gross written premium (half year, $m)

Including fire services levy

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3,156
3,083 90
102
Workers’ Comp
142
137
Other
334
CTP 380
799
Commercial
792
Home
700
640
1,032 1,091
Motor
Dec-06 Dec-07
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Wholesale funding
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$35bn portfolio December 2007

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Short-Term Wholesale
Corporates
Short-Term Wholesale
$1.4bn Securitisation
Insto/Semi Govt
4% RMBS Term
$5.5bn
$5.4bn
18%
16%
Securitisation
Warehouse RMBS
$2.2bn
6%
Short-Term
Wholesale Banks
$8.1bn
Off Shore Private Placement
23%
$0.2bn
1%
Domestic (TCD)
Offshore Term, EURO and US$
$0.3bn
$4.3bn
1%
12%
FRNCD Domestic - ECP
Floating Product for Capital $2.9bn
Corp and Insto $2.1bn 8%
investors domestically 6%
$1.9bn
5%
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Current markets
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Impact of global credit crisis

• No direct exposure to US sub-prime

• Whilst the secondary impact of tightening liquidity and widening credit spreads has impacted credit markets in Australia, Suncorp is well positioned to manage through these scenarios effectively

• Suncorp have forecast that the full year impact of the credit crunch on the banking operations will be no greater than $10 million to $15 million pre tax

Funding maturity profile

• Suncorp has gradually lengthened the maturity of its liability book over the last 4 years - therefore going into the credit crisis Suncorp was conservatively positioned

• In addition, Suncorp has not had any significant maturities in wholesale funding during the first half of 2008, with the first major term maturity of €500 million being in October 2008

• Suncorp has been able to successfully access the debt markets, having issued around $1.5 billion of private placements both domestically and in Asia since December 2007, in the 12 month to 18 month maturity buckets

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Capital position
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Pro-forma 30 Jun 2007 31 Dec 2007 31 Dec 2007 Target Bank Capital Adequacy 9.86% 10.84% 11.88% 10.0%-10.5% ratio Bank ACE 5.05% 4.54% 4.69% 4.5%-5.0% GI MCR Coverage 2.02x 1.99x 2.07x* 1.53x

The pro-forma 31 Dec 2007 calculation includes the impact of the 65% underwriting of the dividend reinvestment plan, the anticipated $325m raising from the CPS and a $150 million reduction in dividends paid from General Insurance subsidiaries

• GI MCR coverage adjusts to 1.73x at 30 June and 1.63x at 31 December after eliminating exposure to unregulated entities within the Promina Group

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Credit ratings
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Suncorp-Metway Ltd

Suncorp-Metway Ltd	Suncorp-Metway Ltd	Suncorp-Metway Ltd	Suncorp-Metway Ltd	Suncorp-Metway Ltd	Suncorp-Metway Ltd
Highlights Long Term Short Term Outlook Provisional CPS Rating
Standard & Poor’s	Upgraded to A+ March 2007 Rating and positive outlook affirmed March 2008	A+	A-1	Positive	A-
Moody’s Bank Deposits Senior Debt	Upgraded to Aa3 May 2007	Aa3	P-1	Stable	A2
Fitch	Upgraded to A+ March 2007	A+	F-1	Stable	A-

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Agenda
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1. CPS Offer summary

2. Suncorp at a glance and Group structure

3. Financial performance

1. Bookbuild and syndicate details

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CPS key terms
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Issuer		• Suncorp-Metway Limited (Suncorp)
Security		• Convertible preference shares (CPS) • Fully-paid convertible preference shares in the capital of Suncorp
Issue price		• $100 per CPS
Term		• CPS do not have a fixed maturity date • However, CPS will mandatorily convert into ordinary shares on 14 June 2013 provided the Mandatory Conversion Conditions are satisfied
Quotation on ASX		• Suncorp will apply for CPS to be quoted on ASX under code ‘SUNPC’
Issue credit rating		• Expected to be rated ‘A-’ by Standard & Poor’s, ‘A2’ by Moody’s and ‘A-’ by Fitch Ratings
Ranking on winding up		• CPS rank behind all depositors, other creditors and existing Non-Participating Shares, equally with RPS and any other equally-ranking instruments, and ahead of ordinary shares

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Dividends
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Floating Rate			•	Dividends are preferred, non-cumulative, based on a floating rate and are expected to be fully franked
Franked			•	Dividends will be grossed up for any shortfall in franking
Dividends			•	Dividends are scheduled to be paid at the end of each quarterly Dividend Period – subject to the Payment Tests

• Dividend Rate = (Bank Bill Rate + Margin) x (1 – Tax Rate)

Dividend Rate

• Bank Bill Rate is 90 day BBSW on first business day of the relevant Dividend Period

• • Margin determined under a Bookbuild

• Directors, at their absolute discretion, determining a dividend to be payable

• Suncorp having profits available to pay the dividend

• Unless APRA otherwise agrees, payment of the dividend not resulting in a breach of APRA’s capital

• Payment Tests adequacy guidelines

• The amount of the Dividend not exceeding Distributable Profits

• Payment of the Dividend not resulting in Suncorp becoming or being likely to become insolvent

• APRA not otherwise objecting to the payment of the Dividend

			•	If for any reason a scheduled Dividend has not been paid in full within 20 Business Days after the relevant
				Dividend Payment Date, then a Distribution Restriction applies on any equal ranking capital securities (including
Distribution				RPS) and any junior ranking capital securities (including ordinary shares)
Restriction			•	The Distribution Restriction will cease if Suncorp pays four consecutive Dividends in full, pays any unpaid
				Dividends from the last 12 months (an Optional Dividend), obtains approval by a Special resolution of CPS
				Holders, or all CPS have been Redeemed or Converted

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Mandatory Conversion
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• Suncorp must convert all CPS on issue at the Mandatory Conversion Date, subject to the Mandatory Conversion

• Mandatory Conditions, into a variable number of ordinary shares. Holders will receive $101.01 worth of ordinary shares per Conversion* CPS (based on the VWAP during the 20 business days before conversion, adjusted for the 1.0% conversion discount)

Mandatory Conversion Date

• 14 June 2013 provided the Mandatory Conversion Conditions are satisfied

• If any of the Mandatory Conversion Conditions are not satisfied on 14 June 2013, then the Mandatory Conversion

• Mandatory Date will be the next Dividend Payment Date on which all conditions are satisfied

• Conversion Date • Suncorp may, subject to APRA’s prior written approval, elect to redeem all CPS for $100 if any of the Mandatory

• may be later

• Suncorp may, subject to APRA’s prior written approval, elect to redeem all CPS for $100 if any of the Mandatory Conversion Conditions are not satisfied

			•	The three Mandatory Conversion Conditions are:
				The VWAP of ordinary shares on the 25th business day before a possible Mandatory Conversion Date is greater
				than 55.55% of the Issue Date VWAP (First Mandatory Conversion Condition)
Mandatory				The VWAP of ordinary shares over the 20 business days before a possible Mandatory Conversion Date is greater
Conversion				than 50.51% of the Issue Date VWAP (Second Mandatory Conversion Condition)
Conditions				The ordinary shares remain listed on ASX and have not been suspended from trading for more than 5 consecutive
				business days at the date of conversion (Third Mandatory Conversion Condition)
			•	The Issue Date VWAP is the VWAP of ordinary shares during the 20 business days immediately preceding, but
				not including, the issue date for CPS (expected to be 12 June 2008)
Conversion Number			•	The number of ordinary shares per CPS received on conversion is: Issue Price 99% x VWAP

*** The VWAP of ordinary shares during the 20 business days before the Mandatory Conversion Date that is used to calculate the number of ordinary shares that Holders receive may differ from the ordinary share price on or after the Mandatory Conversion Date. This means that the value of ordinary shares received may be more or less than $101.01 when they are issued or thereafter.**

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Exchange or Resale
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• Prior to a possible Mandatory Conversion Date, Suncorp may choose to arrange that all CPS on issue be acquired from Holders by a third party on the possible Mandatory Conversion Date (Resale)

Resale by Suncorp

• If Resale is chosen by Suncorp, Holders will be notified and on the possible Mandatory Conversion Date will receive $100 for each CPS that was Resold

• If the third party does not pay the purchase price to Holders, Resale will not occur and Holders will continue to hold CPS. If this occurs, Suncorp may elect to Exchange CPS within the next 45 business days

Exchange by Suncorp

• Suncorp may choose to Exchange all (but not some only) CPS on issue after a tax event or a regulatory event

• Suncorp must Exchange all (but not some only) CPS on issue after an acquisition event

• In the event of a tax or regulatory event, Suncorp may choose (subject to APRA giving its prior written approval) to:

Exchange Method

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• convert each CPS into a variable number of ordinary shares equal to the Conversion Number redeem for $100 each

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resell for $100 each

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undertake a combination of the above

• Suncorp must not choose conversion into ordinary shares as the method of Exchange if the VWAP of ordinary shares two business days before an Exchange notice is issued is less than 55.55% of the Issue Date VWAP) or if Suncorp’s ordinary shares have ceased trading for more than 5 consecutive business days at the date of conversion

• If conversion into ordinary shares is chosen as the method of Exchange but either the Second Mandatory Conversion Condition and/or the Third Mandatory Conversion Condition would not be satisfied in respect of the Exchange Date, then conversion will be deferred until the first dividend payment date on which the Mandatory Conversion Conditions would be satisfied

Holder Rights

• Holders have no right to request Exchange

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Acquisition Event
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• Following an Acquisition Event Suncorp must, subject to obtaining prior written approval of APRA, Exchange all CPS. Suncorp can elect to either:

Acquisition Event

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redeem for $100 each

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• convert each CPS into a variable number of ordinary shares equal to the Conversion Number (subject to satisfaction of the Mandatory Conversion Conditions)

• Where Suncorp has been unable to Redeem or Convert the CPS (e.g. due to APRA withholding its written approval or due to the Mandatory Conversion Conditions not being met), then the CPS will remain outstanding

• Suncorp will again reattempt Exchange on the next Dividend Payment Date, again subject to APRA’s prior written approval and, in the case of Conversion, subject to the Mandatory Conversion Conditions being satisfied

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Precedent transactions
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Issuer		• Suncorp-Metway Limited	• St.George Bank Limited	• Commonwealth Bank of Australia
Security		• Convertible preference shares (CPS)	• Converting Preference Shares (CPS II)	• Perpetual Exchangeable Resaleable Listed Securities (PERLS IV)
ASX Code		• SUNPC	• SGBPE	• CBAPB
Issue Date		• Expected to be 12 June 2008	• 28 December 2007	• 12 July 2007
Maturity		• Perpetual	• Perpetual	• Perpetual
Dividends		• Non-cumulative, fully franked, floating rate (subject to Payment Tests)	• Non-cumulative, fully franked, floating rate (subject to Payment Tests)	• Non-cumulative, fully franked, floating rate (subject to Payment Tests)
Ordinary Dividend Restrictions		• Yes	• Yes	• Yes
Mandatory Conversion		• 14 June 2013, subject to conditions • Conversion at a 1% discount to VWAP	• 20 August 2013, subject to conditions • Conversion at a 1% discount to VWAP	• 31 October 2012, subject to conditions • Conversion at a 1% discount to VWAP
Resale mechanism		• Yes	• Yes	• Yes
Issuer Exchange		• Optional after a tax or regulatory event • Mandatory after an acquisition event, subject to conditions	• Optional after a tax or regulatory event • Mandatory after an acquisition event, subject to conditions	• Optional after a tax, regulatory or NOHC event • Mandatory after a change of control event, subject to conditions
Holder Exchange		• No right to request exchange	• No right to request exchange	• No right to request exchange
Ranking on winding up		• Behind depositors, creditors and Non- Participating Shares, equally with RPS, ahead of ordinary shares	• Behind depositors and creditors, equally with CPS, SPS and SAINTS, ahead of ordinary shares	• Behind depositors and creditors, equally with preference shares, ahead of ordinary shares
Qualifying Tier 1 Capital		• Yes (Non-Innovative)	• Yes (Non-Innovative)	• Yes (Non-Innovative)

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Agenda
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1. CPS Offer summary

1. Suncorp at a glance and Group structure

2. Financial performance

3. CPS key terms

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Bookbuild process
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Participants		• Institutions • Syndicate Brokers
Timetable		• For Syndicate Brokers the Bookbuild closes 10am Tuesday 13 May 2008 • For Institutions the Bookbuild closes midday Tuesday 13 May 2008
Allocations		• Bookbuild participants will be advised of firm allocation and Margin on Wednesday 14 May 2008
Retail Offer		• Securityholder Offer • General Offer • Broker Firm Offer

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Summary of key dates
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Event	Date*
Announcement of Offer and Prospectus lodged with ASIC	6 May 2008
Roadshow	7 – 8 May 2008
Bookbuild (syndicate broker bids due by 10am; institutional bids due by midday)	13 May 2008
Margin announced	14 May 2008
Offer opens	16 May 2008
Closing date for Securityholder and General Offer	5.00pm, 4 June 2008
Closing date for Broker Firm Offer (settlement broker firm and institutional)	10.00am, 10 June 2008
Settlement date	11 June 2008
Issue date	12 June 2008
CPS commence trading on ASX (deferred settlement basis)	13 June 2008
Holding statements despatched by	18 June 2008
CPS commence trading on ASX (normal settlement basis)	19 June 2008
First dividend payment date	15 September 2008
Mandatory Conversion Date	14 June 2013**

*** All dates and times refer to Australian Eastern Standard Time.**

** The Mandatory Conversion Date may be later than 14 June 2013 or may not occur at all if the Mandatory Conversion Conditions are not satisfied at that date.

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Syndicate structure
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Joint Lead Managers and Bookrunners

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Senior Co-Managers

• ABN AMRO Morgans

Co-Managers

• CommSec

• National OnLine Trading

• Ord Minnett

 Wilson HTM

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Bookbuild contacts
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Rupert Haywood 07 3362 4019 Jackie D’Alton 07 3362 4030 Samantha Miller 07 3362 4032 Fraser Todd 02 8225 4692 Rowan Macdonald 02 8225 4357 Stuart Raynes 02 9220 1594 Peter McInnes 02 9220 7853 Cameron Duncan 02 8232 7405 Bob Herbert 03 9635 8263 Guy Foster 02 9324 3603 Tricia Ho 02 9324 3939

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