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SUNCORP GROUP LIMITED Capital/Financing Update 2014

Mar 30, 2014

65879_rns_2014-03-30_562b95d3-453c-4053-9c03-fb2793bf36e9.pdf

Capital/Financing Update

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Suncorp Group Limited CPS3 Offer

31 March 2014

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 Suncorp Convertible Preference Shares (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 31 March 2014 (“Prospectus”). Suncorp intends to lodge a replacement Prospectus which will include the offer size and the Margin, on or around 8 April 2014.

Deutsche Bank AG, Sydney Branch (ABN 13 064 165 162) and National Australia Bank Limited (ABN 12 004 044 937) are the joint lead managers to the Offer (“Joint Lead Managers”). UBS AG, Australia Branch (ABN 47 088 129 613) (“UBS”) is the Arranger 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 Suncorp Convertible Preference Shares ("CPS3") 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 CPS3 can only be made in the application form accompanying the replacement 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, reasonableness, completeness 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 CPS3, 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 CPS3, in any jurisdiction other than Australia and Suncorp does not accept any liability in that regard. Further, CPS3 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 CPS3 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.

CPS3 are complex and may not be suitable for all investors. The investment performance of CPS3 is not guaranteed by Suncorp or any other member of the Suncorp Group. The risks associated with investing in these securities could result in the loss of your investment. Information about the risks associated with investing in CPS3 are detailed in the Prospectus.

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 Section 2 Section 3 Section 4

Offer summary About Suncorp Key features of CPS3 Offer process

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Section 1

Offer summary

4

Summary Offer summar y

Issuer

  • Suncorp Group Limited (Suncorp) – Top 20 ASX-listed company[1]

  • Market capitalisation of $16.4 billion[1]

  • A financial services group in Australia and New Zealand

Security

Offer size

Term

  • Suncorp Convertible Preference Shares (CPS3)

  • $250 million with the ability to raise more or less

  • Optional Exchange Date: 17 June 2020

  • Scheduled Mandatory Conversion Date: 17 June 2022

• CPS3 are perpetual and do not have a fixed maturity date, however, Suncorp may elect to Exchange all or some CPS3 on the Optional Exchange Date or upon a Regulatory Event, Tax Event or Potential Acquisition Event occurring

  • CPS3 will convert into Ordinary Shares on the Scheduled Mandatory Conversion Date (or upon an Acquisition Event occurring), provided certain conditions are satisfied and upon a Non-Viability Trigger Event occurring

  • Dividend payments are preferred, discretionary, non-cumulative floating rate payments and are expected to be fully franked

  • • Margin expected to be 3.40% – 3.60% over 3 month BBSW, to be determined under the Bookbuild • Suncorp is issuing CPS3 to raise proceeds which it expects to use to fund the capital needs of one or more regulated entities within the Suncorp Group

Dividend Payments Dividend payments are preferred, discretionary, non-cumulative floating rate payments and are expected to be fully franked
Margin expected to be 3.40% – 3.60% over 3 month BBSW, to be determined under the Bookbuild
Use of proceeds Suncorp is issuing CPS3 to raise proceeds which it expects to use to fund the capital needs of one or more regulated entities within the Suncorp
Group
Offer structure Institutional Offer, Broker Firm Offer, Securityholder Offer
Bookbuild date³ Expected to be 7 April 2014
JLMs Deutsche Bank, National Australia Bank, UBS
Quotation Suncorp will apply for CPS3 to be quoted on ASX under ASX code “SUNPE”

Notes:

Section 1

Summary

  • 1 Based on the market capitalisation of the ordinary shares of Suncorp Group Limited as at 27 March 2014;

  • 2 A Dividend is only payable if the Directors resolve to pay it and the other conditions to payment are met. These include that the payment not be contrary to APRA requirements.

  • 3 Dates are indicative only and may change without notice. Suncorp and the Joint Lead Managers may agree to vary the timetable, including extending any Closing Date, closing the Offer early without notice or accepting late Applications, whether generally or in particular cases, or withdrawing the Offer at any time before CPS3 are issued, at their discretion

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Section 2

About Suncorp

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Suncorp Group Leading financial services brands in Australia and New Zealand

Top 20 ASX listed company

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$16.4 billion market capitalisation [1]
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$94 billion in group assets [2]
15,000 employees in Australia and New
Zealand
9 million customers
End to end ownership of brands
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Notes:

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Section 2
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  • 1 Based on the market capitalisation of the ordinary shares of Suncorp Group Limited as at 27 March 2014; 2 As at 31 December 2013

About Suncorp

Suncorp Strategy

One Company

Many Brands

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• Deliver cost benefits from third party
procured goods / services
Cost • Share scale on infrastructure (real estate,
enterprise technology) and
non-unique business services
• Increase the value of our 9 million
Customer customers connections by selling multiple
products from all business lines
• Demonstrate a capital diversification
Capital
benefit
• Operate as ‘One Company. Many Brands.
Culture
One Team’
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Section 2

About Suncorp

Half year ended 31 December 2013

$m HY14 HY13 %∆
General Insurance 470 564 (17)
Bank 105 4 large
Suncorp Life 22 51 (57)
Business line NPAT 597 619 (4)
Other profit and acquisition amortisation (49) (45) 9
NPAT 548 574 (5)

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Section 2 About Suncorp

($m) Suncorp Group NPAT Building Blocks delivering and Non-core resolved

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780
724
548
491
453
FY10 FY11 FY12 FY13 HY14
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Section 2 About Suncorp

($m) HY14 capital movements CET1 excess over $1.1 billion

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207 450 548 1,585 1,135 801 Excess CET1 30-JunHY14 NPAT Life Reinsurance Other Excess CET1 31-DecInterim Dividend Excess CET1 31-Dec13 (post-div) 13 (pre-div) 13 (post-div)

Section 2

About Suncorp

11

Pro forma capital adequacy

As at 31 December 2013

$m General
Insurance
Bank1 Life NOHC and
other Group
entities
Suncorp
Group
Total
Pro forma
adjustments2
Pro forma
Suncorp
Group total3
CET1
Capital
3,532 2,535 517 402 6,986 (6) 6,980
Additional
Tier 1
Capital
450 110 560 2502 810
Tier 2
Capital
643 1,027 100 1,770 1,770
Total
capital
4,175 4,012 617 512 9,316 244 9,560
Target
capital
3,095 3,841 504 169 7,609 7,609

Notes:

  • 1 Represents the capital position of the statutory banking group, which comprises the capital of the regulatory banking group together with the addition of the Banking NOHC and non-regulated banking subsidiaries.

  • 2 Assumes $250m of CPS3 were issued on 31 December 2013. Issue transaction costs of $6m are classified as a Common Equity Tier 1 Capital deduction. The actual issue amount may be more or less than $250m.

  • 3 Assumes on issue as advised by APRA:

  • CPS3 will continue to be classified as Additional Tier 1 Capital in Suncorp, the NOHC for the Suncorp Group, prior to deployment to other Regulated Entities within the Suncorp Group

  • Following the introduction of the Conglomerates Proposal, CPS3 will not constitute Additional Tier 1 Capital and any other form of regulatory capital of Suncorp. However, Suncorp expects capital deployed to Regulated Entities to continue to contribute to Additional Tier 1 Capital of the relevant Regulated Entities of the Suncorp Group.

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Section 2

About Suncorp

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Section 3

Key features of CPS3

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CPS3 key features

General

General General
Issuer
Security
Offer size
Issue Price
Ranking
Term
Dividend Payment
Dates
Issuer
Suncorp Group Limited (Suncorp)
Security
Fully-paid, unsecured, non-cumulative convertible preference shares
Offer size
$250 million with the ability to raise more or less
Issue Price
$100 per CPS3
Ranking
CPS3 rank ahead of Ordinary Shares, equally with CPS2 and any other instruments ranking equally, but behind all
creditors of Suncorp
Term
Optional Exchange Date:
17 June 2020

Scheduled Mandatory Conversion Date: 17 June 2022
Dividend Payment
Dates

The first Dividend Payment Date is 17 June 2014

Subsequent Dividend Payment Dates are 17 September, 17 December, 17 March and 17 June each year

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Section 3

Features of CPS3

CPS3 key features Dividends

  • 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 3.40% – 3.60%, to be determined under the Bookbuild

  • Dividend Payment • Directors, at their absolute discretion, resolving to pay a Dividend Tests • Payment of the Dividend not resulting in a breach of APRA’s then current prudential capital requirements • 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 • Unless a Dividend has been paid in full within 3 Business Days of the relevant Dividend Payment Date, Suncorp must Restriction not, without a special resolution of CPS3 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

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Section 3 Features of CPS3

CPS3 key features Exchange

Exchange by Suncorp[1] Exchange

  • Suncorp may choose to Exchange all or some CPS3 on 17 June 2020

  • Suncorp may choose to Exchange all or some CPS3 after a Tax Event or a Regulatory Event

  • Suncorp may choose to Exchange all (but not some only) CPS3 after a Potential Acquisition Event

  • Suncorp must Exchange by Conversion all (but not some only) CPS3 after an Acquisition Event

  • Exchange means: − Conversion into approximately $101 worth of Ordinary Shares per CPS3[2]

  • − Redemption for $100 per CPS3; or

    • Resale for $100 per CPS3
  • CPS3 Holder rights CPS3 Holders do not have a right to request Exchange

Resale by Suncorp

  • If Resale is chosen by Suncorp, CPS3 Holders will be notified and on the Exchange Date will receive $100 per CPS2

  • • Suncorp may appoint one or more third parties (Nominated Purchaser(s)) to purchase some or all CPS3

  • If the third party does not pay the Resale Price to CPS3 Holders, Resale will not occur and CPS3 Holders will continue to hold CPS3

Notes: 1 2

Suncorp’s right to elect to Exchange is subject to APRA’s prior approval and satisfaction of certain conditions and Exchange by a particular method is restricted in certain circumstances. The exact number of Ordinary Shares to be received depends on the VWAP of Ordinary Shares, is capped at the Maximum Conversion Number and may be worth less than $101 per CPS3.

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Section 3

Features of CPS3

CPS3 key features Mandator conversion y

Mandatory Conversion

  • The Mandatory Conversion Date will be 17 June 2022 provided the Mandatory Conversion Conditions have been satisfied on that date or on the first Dividend Payment Date thereafter on which such conditions are satisfied

  • On the Mandatory Conversion Date, CPS3 Holders will receive approximately $101 of Ordinary Shares for each CPS3¹

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 CPS3 ( 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 CPS3

Non-Viability Trigger Event

Conversion following a NonViability Trigger Event

Maximum Conversion Number

  • A Non-Viability Trigger Event occurs where APRA determines that the conversion or write-off of Relevant Preference Securities is necessary as without that conversion or write-off, or a public sector injection of capital or equivalent capital support, APRA would consider Suncorp to be non-viable

  • Upon a Non-Viability Trigger Event occurring, Suncorp must immediately Convert some or all Relevant Preference Securities into Ordinary Shares. CPS3 are Relevant Preference Securities

  • If Conversion cannot occur for any reason, all rights of Holders in respect of Relevant Preference Securities are immediately and irrevocably written off[2]

  • As at 31 March 2014, Suncorp has one capital instrument within the definition of Relevant Preference Securities, being CPS2, of which Suncorp has $560 million on issue

  • The Maximum Conversion Number is calculated as $100 / (Issue Date VWAP x Relevant Fraction)

  • • The Relevant Fraction means 0.5 in the case of a Mandatory Conversion or 0.2 in the case of any other Conversion

Notes: 1 The exact number of Ordinary Shares to be received depends on the VWAP of Ordinary Shares, is capped at the Maximum Conversion Number and may be worth less than $101 per CPS3. 2 The right to receive dividends and a return of capital will approximate the rights which the holder would have had it the CPS3 had converted

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Section 3

Features of CPS3

CPS3

Comparison with term deposits, Subordinated Notes and CPS2

Term deposit
(issued by Suncorp Bank)
Subordinated Notes
CPS2
CPS3

N/A

22 May 2013

6 November 2012

8 May 2014

Unsecured, unsubordinated debt

Unsecured, subordinated debt

Preference share

Preference share

Yes¹

No

No

No

Yes, often between 1 month and 5
years

Yes, approximately 10 years

No, CPS2 are perpetual instruments
(subject to scheduled conversion into
Ordinary Shares)

No, CPS3 are perpetual instruments
(subject to scheduled conversion into
Ordinary Shares)

Limited

Yes, at 5 year anniversary of issue²

Yes, at 5 year anniversary of issue²

Yes, at 6 year anniversary of issue²

Fixed (varies from product to
product)

Floating (BBSW + 2.85% p.a.)

Floating (BBSW + 4.65% p.a.)

Floating (BBSW + Margin to be
determined under the Bookbuild)

Unfranked

Unfranked

Expected to be franked, subject to
gross-up

Expected to be franked, subject to
gross-up

End of term or per annum

Quarterly

Quarterly

Quarterly

No

Yes – quoted on ASX

Yes – quoted on ASX

Yes – quoted on ASX

Higher than Subordinated Notes,
CPS2, CPS3 and Ordinary Shares

Lower than all creditors, higher than
CPS2, CPS3 and Ordinary Shares

Lower than Subordinated Notes and
all creditors, equal with CPS3, higher
than Ordinary Shares

Lower than Subordinated Notes and
all creditors, equal with CPS2, higher
than Ordinary Shares

No

Yes, for loss absorption

Yes, on a scheduled mandatory
conversion date, or for loss
absorption²

Yes, on a scheduled mandatory
conversion date, or for loss
absorption²
Issue date
Legal form
Protection under Financial
Claims Scheme
Fixed maturity
Optional redemption
Distribution Rate
Franking
Distribution payment dates
Transferable
Ranking
Mandatory conversion to
ordinary shares

Notes:

1 For deposits made after 1 January 2013 up to an amount of $250,000.

2 Also in certain other limited circumstances.

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Section 3 Features of CPS3

CPS3 Ranking of CPS3[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 notes, trade and general
creditors
• Subordinated and unsecured debt
• Subordinated Notes and other
subordinated and unsecured debt
obligations
• Preference shares
CPS3, CPS2 and any other preference
shares or securities expressed to rank
equally with CPS32
Lower ranking
Ordinary Shares
• Ordinary Shares

Notes:

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

  • 2 However, any return in a winding-up may be adversely affected if APRA determines that a Non-Viability Trigger Event has occurred. A CPS3 required to be Converted on a Non-Viability Trigger Event will be converted and rank as an Ordinary Share, or if that is not possible, Written Off, in which case a Holder's claim ranks in substance with the claims of Ordinary Shares

Section 3

Features of CPS3

19

CPS3 Key risks associated with an investment in CPS3

  • CPS3 are not deposit or policy liabilities of Suncorp or any member of the Suncorp Group and are not guaranteed by any government or other person.

  • The price at which CPS3 Holders are able to sell CPS3 on ASX is uncertain

  • There may be no liquid market for CPS3

  • 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 do not determine 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 CPS3 may be Exchanged

  • If Conversion occurs following a Non-Viability Trigger Event, Holders are likely to receive Ordinary Shares that are worth significantly less than the Issue Price of CPS3

  • In a winding-up of Suncorp, CPS3 rank ahead of Ordinary Shares, equally with all Equal Ranking Instruments, but behind all creditors of Suncorp

  • See Sections 1.3.2 and 5.1 of the Prospectus for more information on risks associated with CPS3

  • See Section 5.2 of the Prospectus for more information on risks associated with the Suncorp Group

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Section 3 Features of CPS3

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Section 4

Offer process

21

Offer structure

Institutional Offer
Broker Firm Offer
Securityholder
Offer
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, Floating Rate Capital Notes, CPS2 or Subordinated
Notes as at 7.00pm on 24 March 2014, shown on the applicable register as having an
address in Australia and on in the United States or acting as a nominee for a person in the
United States

22

Section 4 Offer process

Ke dates[1] y

Event Date
Lodgement of Prospectus with ASIC 31 March 2014
Bookbuild 7 April 2014
Announcement of the Margin 7 April 2014
Lodgement of the replacement prospectus with ASIC 8 April 2014
Opening Date 8 April 2014
Closing Date for the Securityholder Offer 30 April 2014
Closing Date for the Broker Firm Offer 7 May 2014
Issue Date 8 May 2014
CPS3 commence trading on ASX (deferred settlement basis) 9 May 2014
Holding Statements despatched by 13 May 2014
CPS3 commence trading on ASX (normal settlement basis) 14 May 2014
First Dividend Payment Date 17 June 2014
Optional Exchange Date 17 June 2020
Scheduled Mandatory Conversion Date
17 June 2022

Note:

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

Section 4

Offer process

23

Contact directory

Issuer
Suncorp Group Limited John O'Farrell Group Head, Capital & Investments
Simon Lewis Executive Manager, Funding
Treasury
Arranger & Joint Lead Manager
UBS Andrew Buchanan
Joe Hunt
+61 2 9324 2617
+61 2 9324 3718
Joint Lead Managers
Deutsche Bank Rupert Daly
Mozammel Ali
+61 2 8258 1408
+61 2 8258 1845
National Australia Bank Nicholas Chaplin
William Gillespie
+61 2 9237 9518
+61 2 9936 4835

Further information

1300 882 012 www.suncorpgroup.com.au/cps3

Section 4

Offer process

24