SUNCORP GROUP LIMITED — Capital/Financing Update 2012

Sep 24, 2012

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Suncorp Group Limited CPS2 Offer

25 September 2012

1

Important Notice

This presentation has been prepared and authorised by Suncorp Group Limited (ABN 66 145 290 124) (“Suncorp”) in relation to the proposed offer by Suncorp of convertible preference shares (“CPS2”) (the “Offer”). The Offer is made pursuant to a prospectus under Part 6D.2 of the Corporations Act 2001(Cth) which was lodged with the Australian Securities and Investments Commission (“ASIC”) on 25 September 2012 (“Prospectus”). Suncorp intends to lodge a replacement Prospectus which will include the Offer size and the Margin, on or around 3 October 2012.

ANZ Securities Limited (ABN 16 004 997 111), National Australia Bank Limited (ABN 12 004 044 937), RBS Morgans Limited (ABN 49 010 669 726) and Westpac Institutional Bank (a division of Westpac Banking Corporation) (ABN 33 007 457 141) are the joint lead managers to the Offer (“Joint Lead Managers”). UBS AG, Australia Branch (ABN 47 088 129 613) (“UBS”) is the structuring adviser and a Joint Lead Manager to the Offer.

The information provided in this presentation is not personal investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). Investors should read and consider the Prospectus in full and seek advice from their financial adviser or other professional adviser before deciding to invest in the Offer. Any decision by a person to apply for CPS2 should be made on the basis of information contained in the Prospectus and independent assessment as to whether to invest, and not in reliance on any information contained in this presentation. A copy of the prospectus is available at www.suncorpgroup.com.au. Applications for CPS2 can only be made in the application form accompanying the prospectus.

This presentation is not a prospectus, product disclosure statement, disclosure document or other offer document under Australian law or under any other law. This presentation is not, and does not constitute, financial product advice, an offer to sell or the solicitation, invitation or recommendation to purchase any securities and neither this presentation nor anything contained within it will form the basis of any contract or commitment. All reasonable care has been taken in relation to the preparation and collation of this presentation. If there are any material changes relevant to the Offer, Suncorp will lodge the appropriate information with the Australian Securities Exchange (“ASX”).

No representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this presentation. To the maximum extent permitted by law, Suncorp, its subsidiaries and their respective directors, officers, employees and agents disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence on the part of Suncorp, the Joint Lead Managers and their related bodies corporate, affiliates and each of their respective directors, officers, employees and agents) for any direct or indirect loss or damage which may be suffered by any recipient through the use of or reliance on anything contained in or omitted from this presentation. No recommendation is made as to how investors should make an investment decision in relation to the Offer or Suncorp. Suncorp reserves the right to withdraw or vary the timetable for the Offer without notice.

The information in this presentation is for general information only. To the extent that certain statements contained in this presentation may constitute “forward-looking statements” or statements about “future matters”, the information reflects Suncorp’s intent, belief or expectations at the date of this presentation. Suncorp gives no undertaking to update this information over time (subject to legal or regulatory requirements).

Any forward-looking statements, including projections, guidance on future revenues, earnings and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Suncorp’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Any forward-looking statements, opinions and estimates in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Neither Suncorp, nor any other person, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this presentation will actually occur. In addition, please note that past performance is no guarantee or indication of future performance.

The distribution of this presentation, and the offer or sale of CPS2, may be restricted by law in certain jurisdictions. Persons who receive this presentation outside Australia must inform themselves about and observe all such restrictions. Nothing in this presentation is to be construed as authorising its distribution, or the offer or sale of CPS2, in any jurisdiction other than Australia and Suncorp does not accept any liability in that regard. Further, CPS2 may not be offered or sold, directly or indirectly, and neither this presentation nor any other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable law or regulations.

To the maximum extent permitted by law, the Joint Lead Managers and their respective affiliates, directors, officers, partners, employees, advisers and agents of each of them, make no representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in the presentation and accept no responsibility or liability therefore.

This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any U.S. person as defined in Regulation S under the U.S. Securities Act of 1933, as amended. This presentation may not be distributed or released, in whole or in part, in the United States. Neither CPS2 nor the ordinary shares of Suncorp have been or will be registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States, and they may not be offered or sold in the United States or to the account of any U.S. person unless an exemption from registration is available.

All amounts are in Australian dollars unless otherwise indicated.

Unless otherwise defined, capitalised terms in this presentation have the meaning in the Prospectus.

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Section	1	Offer summary
Section	2	Key features of CPS2
Section	3	About Suncorp
Section	4	Offer process

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Section 1

Offer summary

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Summary Offer summar y

Issuer	• Suncorp Group Limited (Suncorp) – Non-Operating Holding Company of the Suncorp Group – Top 20 ASX-listed company1 – Market capitalisation of $12.2 billion1 – A financial services group in Australia and New Zealand
Security	• Suncorp Convertible Preference Shares (CPS2)
Offer size	• $350 million with the ability to raise more or less
Margin	• Margin expected to be 4.65% – 4.85% over 3 month BBSW • Margin to be determined under the Bookbuild
Use of proceeds	• This offer will raise Tier 1 regulatory capital which forms part of Suncorp’s capital management strategy • The proceeds from the offer will be used for general corporate, funding and capital management purposes including to maintain appropriate levels of gearing following the proposed redemption of £253 million Tier 2 Subordinated Callable Notes issued by Suncorp-Metway Limited and redeemable on 23 October 2012
Offer structure	• Institutional Offer, Broker Firm Offer, Securityholder Offer and General Offer
Bookbuild date	• Expected to be 2 October 2012
JLMs	• ANZ Securities, National Australia Bank, RBS Morgans, UBS, Westpac Institutional Bank
Quotation	• Suncorp will apply for CPS2 to be quoted on ASX under ASX code “SUNPC”

Note:

1 Based on the market capitalisation of the ordinary shares of Suncorp Group Limited as at 14 September 2012.

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Section 1

Summary

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Section 2

Key features of CPS2

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CPS2 key terms

General

General
Issuer	• Suncorp Group Limited (Suncorp)
Security	• Fully-paid, unsecured, non-cumulative convertible preference shares
Issue Price	• $100 per CPS2
Term	• CPS2 are perpetual and do not have a fixed maturity date • However, Suncorp may elect to Exchange all or some CPS2 on 17 December 2017 • CPS2 will Mandatorily Convert into Ordinary Shares on 17 December 2019 provided the Mandatory Conversion Conditions are satisfied
Dividend Payment Dates	• 17 March, 17 June, 17 September and 17 December of each year commencing 17 December 2012
Ranking on winding up	• CPS2 rank ahead of Ordinary Shares, equally with all other preference shares and other instruments ranking equally, but behind all creditors of Suncorp

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Section 2 Key features of CPS2

CPS2 key terms Dividends

Dividends
Floating rate franked Dividends	• Dividends are preferred, discretionary, non-cumulative floating rate payments and are expected to be fully franked • Dividends are scheduled to be paid quarterly in arrears, subject to certain Dividend Payment Tests
Dividend Rate	• Dividend Rate = (Bank Bill Rate + Margin) x (1 – corporate tax rate) • Bank Bill Rate is the 90 day BBSW rate on the first Business Day of the relevant Dividend Period • Margin expected to be 4.65% – 4.85%, to be determined under the Bookbuild
Dividend Payment Tests	• Directors, at their absolute discretion, resolving to pay a Dividend • Payment of the Dividend not resulting in a breach of APRA’s then current capital adequacy guidelines • 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
Distribution Restriction	• Unless a Dividend has been paid in full within 3 Business Days of the relevant Dividend Payment Date, Suncorp must not, without a special resolution of CPS2 Holders (having a majority of at least 75% of votes cast): – declare, determine to pay or pay a dividend or distribution on Ordinary Shares; or – buy back or reduce capital on Ordinary Shares, until and including the next Dividend Payment Date • Limited exceptions apply

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Section 2 Key features of CPS2

CPS2 key terms Mandatory Conversion

• Mandatory The Mandatory Conversion Date is the first Dividend Payment Date to occur on or after 17 December Conversion 2019 on which the Mandatory Conversion Conditions have been satisfied

• On the Mandatory Conversion Date, CPS2 Holders will receive approximately $101 of Ordinary Shares for each CPS2

• Mandatory Conversion Conditions

• For the Mandatory Conversion Conditions to be satisfied:

• the volume weighted average sale price of the Ordinary Shares (VWAP) on the 25[th] Business Day prior to the Mandatory Conversion Date must be greater than 55.0% of the VWAP over the 20 Business Days prior to the issue of CPS2 (Issue Date VWAP);

• the VWAP over the 20 Business Days prior to the Mandatory Conversion Date must be greater than 50.51% of the Issue Date VWAP; and

• Suncorp has not been delisted from ASX, trading of Ordinary Shares has not been suspended for a certain period, Suncorp is prevented from Converting CPS2

Section 2

Key features of CPS2

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CPS2 key terms Exchange

Exchange
Exchange by	•	Suncorpmaychoose to Exchange all or some CPS2 after a Tax Event or a Regulatory Event
Suncorp1	•	Suncorpmaychoose to Exchange all or some CPS2 on 17 December 2017
	•	Suncorpmaychoose to Exchange all (but not some only) CPS2 after a Potential Acquisition Event2
	•	SuncorpmustExchange by Conversion all (but not some only) CPS2 after an Acquisition Event
Exchange	•	Exchange means:

• Conversion into approximately $101 worth of Ordinary Shares per CPS2[3]

• Redemption for $100 per CPS2 (except in the case of a Potential Acquisition Event or an Acquisition Event); or

Exchange	• Exchange means:  Conversion into approximately $101 worth of Ordinary Shares per CPS23  Redemption for $100 per CPS2 (except in the case of a Potential Acquisition Event or an Acquisition Event); or
	 Resale for $100 per CPS2 (except in the case of a Potential Acquisition Event or an Acquisition
	Event)
CPS2 Holder	• CPS2 Holders do not have a right to request Exchange
rights
Resale by	• If Resale is chosen by Suncorp, CPS2 Holders will be notified and on the Exchange Date will receive
Suncorp	$100 per CPS2
	• If the third party does not pay the Resale Price to CPS2 Holders, Resale will not occur and CPS2
	Holders will continue to hold CPS2

Notes: 1 Suncorp’s right to elect to Exchange is subject to APRA’s prior approval and Exchange is restricted in certain other circumstances. 2 Provided that the Exchange Date for a Potential Acquisition Event cannot occur between 17 December 2017 and 17 December 2019. 3 The exact number of Ordinary Shares to be received depends on the VWAP of Ordinary Shares and is capped at the Maximum Conversion Number (provided that the Relevant Fraction used for determining the Maximum Conversion Number shall be 0.5).

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Section 2

Key features of CPS2

CPS2 key terms Non-viabilit y

Non-Viability Trigger Event

What does non-viable mean?

Conversion following a Non-Viability Trigger Event

• A Non-Viability Trigger Event occurs where APRA determines that CPS2 must be Converted as without that Conversion, or a public sector injection of capital or equivalent capital support, APRA would consider Suncorp to be non-viable

• APRA has not provided guidance as to how it would determine non-viability

• Non-viability is expected to include serious impairment of Suncorp’s financial position and insolvency, but may not be limited to solvency measures or capital ratios

• Upon a Non-Viability Trigger Event occurring, Suncorp must immediately Convert CPS2 into Ordinary Shares

• There are no conversion conditions and therefore the value of Ordinary Shares could be less (and even considerably less) than $100 per CPS2

• The aggregate value of Ordinary Shares received on Conversion is limited by capping the number of Ordinary Shares received to the Maximum Conversion Number

• If Suncorp is prevented from Converting CPS2, the dividend and capital rights attached to the CPS2 will approximate the rights the holder would have had if the CPS2 had converted into Ordinary Shares and this may adversely affect any return in a winding up

• Suncorp’s constitution does not presently allow the issue of preference shares on terms which include such a feature—Suncorp will seek the approval of shareholders by special resolution to the inclusion of that feature (Shareholder Approval) at its 2012 AGM[1]

• Maximum • The Maximum Conversion Number is calculated as $100 / (Issue Date VWAP x Relevant Fraction) Conversion • In relation to Conversion due to a Non-Viability Trigger Event the Relevant Fraction is 0.5, except where Number the Conversion occurs after 1 January 2013, in which case it shall be 0.2 (or the lowest other fraction less than 0.5 permitted by APRA)

Note: 1 See slide 12 in relation to Shareholder Approval.

Section 2

Key features of CPS2

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CPS2 key terms

Key risks associated with an investment in CPS2

• The price at which CPS2 Holders are able to sell CPS2 on ASX is uncertain

• There may be no liquid market for CPS2

• The market price of Suncorp Ordinary Shares may fluctuate due to various factors

• There is a risk that Dividends will not be paid, including where the Directors determine not to pay a Dividend or where APRA objects to a Dividend payment

• The Dividend Rate will fluctuate (both increasing and decreasing) over time as a result of movements in the Bank Bill Rate

• It is uncertain whether or when CPS2 may be Exchanged

• If Conversion occurs following a Non-Viability Trigger Event, you may receive significantly less than $101 worth of Ordinary Shares per CPS2

• In a winding-up of Suncorp, CPS2 rank ahead of Ordinary Shares, equally with all Equal Ranking Instruments, but behind all creditors of Suncorp

• Shareholder Approval may not be obtained and as a result, CPS2 would not be Basel III compliant and would only count as regulatory capital in accordance with APRA’s standard transitional treatment

• See Sections 1.3.1 and 5.1 of the Prospectus for more information on risks associated with CPS2

• See Sections 1.3.2 and 5.2 of the Prospectus for more information on risks associated with Suncorp

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Key features of CPS2

Section 2

CPS2 key terms

Comparison with recent issues[1]

	Suncorp CPS2 CBA PERLS VI IAG CPS Westpac CPS
Legal form	• Preference share • Perpetual note • Preference share • Preference share
ASX code	• SUNPC • CBAPC • IAGPC • WBCPC
Issue margin	• Expected to be 4.65% - 4.85% • 3.80% • 4.00% • 3.25%
Dividends	• Floating rate • Quarterly • Dividend stopper • Floating rate • Quarterly • Dividend stopper • Floating rate • Semi-annual • Dividend stopper • Floating rate • Semi-annual • Dividend stopper
Conversion	• Mandatory at Year 7, subject to Mandatory Conversion Conditions • Other specified circumstances • Mandatory at Year 8, subject to mandatory conversion conditions • Other specified circumstances • Mandatory at Year 7, subject to mandatory conversion conditions • Other specified circumstances • Mandatory at Year 8, subject to mandatory conversion conditions • Other specified circumstances
Issuer Exchange rights	• Issuer’s discretion at 5 years after issue • Tax, Regulatory, Acquisition Events • Issuer’s discretion at 6 years after issue • Tax, regulatory, acquisition events • Issuer’s discretion from 5 years after issue • Tax, regulatory, acquisition events • Issuer’s discretion from 6 years after issue • Tax, regulatory, acquisition events
Non-viability trigger event	• Yes • Yes • Yes • No
Capital trigger event	• No • Yes (5.125% CET1 ratio) • No • Yes (5.125% CET1 ratio)

Note: 1 Information regarding CBA PERLS VI, IAG CPS and Westpac CPS is sourced from documents published by Commonwealth Bank of Australia Limited, Insurance Australia Group Limited and Westpac Banking Corporation, respectively. Suncorp takes no responsibility for that information and investors should read those documents for information regarding those securities.

Section 2

Key features of CPS2

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CPS2 key terms Ranking of CPS2[1]

	Type Illustrative examples
Higher ranking	• Preferred and secured debt • Liabilities preferred by law including employee entitlement and secured creditors
	• Unsubordinated and unsecured debt • Bonds and general creditors
	• Subordinated and unsecured debt • Subordinated and unsecured debt obligations
	• Preference shares • CPS2 and any securities expressed to rank equally with CPS2
Lower ranking	• Ordinary shares • Ordinary shares

Note:

1 For more information on ranking in a winding up, see Section 1.1 of the Prospectus.

Section 2

Key features of CPS2

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Section 3

About Suncorp

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Suncorp Group

Financial services group in Australia and New Zealand

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Top 20[1 ] ASX listed company $12.2 billion market capitalisation[1] $96 billion in group assets 16,000 employees in Australia and New Zealand 9 million customers End to end ownership of brands and channels

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Note:

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1 Based on the market capitalisation of the ordinary shares of Suncorp Group Limited as at 14 September 2012.
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Section 3 About Suncorp

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Suncorp Strategy One company many brands

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•
Fungibility of capital across NOHC
Capital
and portfolio
• Deliver scale cost benefits on third
Cost
party procured goods / services
•
Realising the benefit of 9 million
Customer
customers and 13 brands
•
Operating as: “ One Company.
Culture
Many Brands. One Team ”
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Section 3 About Suncorp

FY12 Result overview

	FY12	FY11	%∆
General Insurance NPAT	493	392	25.8
Core Bank NPAT	289	259	11.6
SuncorpLife NPAT	251	149	68.5
Non-core Bank NPAT	(263)	(175)	50.3
Business line NPAT	770	625	23.2
Property consolidation, NOHC earnings & other (after tax)	(46)	(172)	(73.3)
Net Profit After Tax	724	453	59.8

• Top line growth of between 8% and 10% across all business lines

• Margins improved or maintained

• Final dividend of 20c per share and special dividend of 15c per share

• Future dividend payout ratio increased to 60%-80% of cash earnings

• GI GWP up 9.3% on reported basis

• Delivered 3% improvement in Underlying ITR

• Core Bank home lending growth of 9.6%

• Stable NIM 1.91%

• Non-core Bank run off ahead of plan

• Life EV $2.6 billion up 9.5%

Source: Suncorp 2012 Analyst Pack.

Section 3

About Suncorp

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General Insurance investment assets

Conservatively managed investment portfolio

• Held against insurance funds

• • As at 30 June 2012 ($8,661m)

• Held against shareholders funds

• • As at 30 June 2012 ($3,024m)

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Cash and short-term
Property deposits
Cash and short-term deposits
2% 5%
1%
Equities
22%
Interest-bearing Interest-
securities and bearing
other securities
71%
99%
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Source:

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Section 3

About Suncorp

Suncorp 2012 Analyst Pack.

Core Bank funding and liquidity Access to a diverse range of funding sources

• The first regional bank to issue covered bonds, raising $1.6 billion (upsized from $750 million) in June 2012

• Access to unsecured and RMBS markets with significant investor support

• Total issuance of $1.9[1] billion in FY12

• Settled RMBS for $1 billion on 12 September 2012

• Retail deposit base ensures little reliance on expensive offshore funding markets

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•
Core Bank funding composition at 30 Jun 12
Liquid Short term funding
$6.5bn $6.5bn
assets applied to liquids
$2.4bn Short term to loans
Lending $43.3bn $29.9bn Retail deposits
$3.9bn Securitisation
Long term, hybrids &
$4.8bn
sub-debt
$ 2.3bn Capital & other
Assets Liabilities & Capital
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Note:

• 1 Includes RMBS issue of $1.25 billion settled in December 2011, and senior unsecured for $650 million settled in April 2012. Source: Suncorp 2012 Analyst Pack.

Section 3

About Suncorp

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Non-core Bank

Continuing to run off ahead of expectations....down to $4.5bn

And fully match funded to maturity

Note:

1 Includes Lease Finance from June 2012.

Section 3

About Suncorp

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Pro forma capital position at 30 June 2012 Supporting growth in the core businesses

$m	General Insurance	Bank	Life	NOHC and other Group entities	Suncorp Group Total	Pro forma adjustments1	Pro forma Suncorp Group total
Total capital	3,669	4,206	2,014	468	10,357	(235)	10,122
Target capital	3,301	4,131	1,952	181	9,565	-	9,565
Excess capital	368	75	62	287	792	-	557
Target Ratios	1.45 x MCR	12.5% CAR		0.05 x MCR + c.$60m for Life + c.$100m for Group risks – elimination for intra- Group transactions
Actual Ratios	1.61 x MCR	12.6% CAR 7.29% CET1

Note:

• 1 The Suncorp Group’s 2012 final and special dividends on Ordinary Shares payable on 1 October 2012 are not included in the pro forma adjustments as the $450 million dividend accrual has been deducted from Tier 1 capital at 30 June 2012 in accordance with current APRA Prudential Standards; Assumes £253 million subordinated notes issued by Suncorp-Metway Limited redeemable on 23 October 2012 were redeemed on 30 June 2012; Assumes $350 million of CPS2 were issued on 30 June 2012, net of issue transaction costs (the actual issue amount may be more or less than $350 million). See Sections 4.4 and 4.5 of the Prospectus including the notes to those corresponding tables for further information.

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Section 3

About Suncorp

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Section 4

Offer process

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Offer structure

Institutional Offer	• Offer to certain institutional investors
Broker Firm Offer	• Offer to Australian resident retail and high net worth clients of Syndicate Brokers
Securityholder Offer	• Offer to Eligible Securityholders – registered holders of Ordinary Shares, RPS, Floating Rate Capital Notes or CPS as of 17 September 2012, shown on the applicable register as having an address in Australia
General Offer	• Offer to members of the general public who are resident in Australia

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Section 4 Offer process

Key dates[1]

Event	Date
Record date for determining Eligible Securityholders	17 September 2012
Lodgement of Prospectus with ASIC	25 September 2012
Bookbuild	2 October 2012
Announcement of the Margin	3 October 2012
Lodgement of the replacement prospectus with ASIC	3 October 2012
Opening Date	3 October 2012
Closing Date for the Securityholder Offer and General Offer	30 October 2012
Closing Date for the Broker Firm Offer	5 November 2012
Issue Date	6 November 2012
CPS2 commence trading on ASX (deferred settlement basis)	7 November 2012
Holding Statements despatched by	8 November 2012
CPS2 commence trading on ASX (normal settlement basis)	9 November 2012

Note:

1 These dates are indicative only and may change without notice.

Section 4

Offer process

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Contact directory

Issuer
Suncorp Group Limited	Tim Hughes Treasurer Andrew Power Snr Manager Long Term Wholesale Funding	+61 7 3362 4042 +61 7 3362 4016
Joint Lead Managers
ANZ Securities Limited	Tariq Holdich	+61 2 9226 6946
National Australia Bank Limited	Nicholas Chaplin Nathan Doake	+61 2 9237 9518 +61 2 9237 1514
RBS Morgans	Steven Wright Michael Johnston	+61 7 3334 4941 +61 2 8215 5060
UBS AG, Australia Branch	Andrew Buchanan Joe Hunt	+61 2 9324 2617 +61 2 9324 3718
Westpac Institutional Bank	Allan O’Sullivan Robert Moulton	+61 2 8254 1425 +61 2 8254 4342

Further information

1300 882 012 www.suncorpgroup.com.au

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Section 4

Offer process