SUNCORP GROUP LIMITED — Capital/Financing Update 2017

Nov 23, 2017

ASX announcement

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24 November 2017

Manager, Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Suncorp announces Exchange of outstanding convertible preference shares (CPS2) (ASX: SUNPC)

Suncorp today announces to CPS2 Holders that Suncorp will Exchange all outstanding CPS2 at the Optional Exchange Date on 18 December 2017 in accordance with the attached Exchange Notice.

Yours faithfully

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Kristy Huxtable Company Secretary

Suncorp Group Ltd - ABN 66 145 290 124 – Level 28, 266 George Street, Brisbane Qld 4000 suncorpgroup.com.au

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24 November 2017

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Suncorp CPS2 Exchange Notice

Suncorp Group Limited (Suncorp) gives notice under clause 5.1 of the terms of issue of the convertible preference shares issued on 6 November 2012 (CPS2) that all outstanding CPS2 will be Exchanged on the Optional Exchange Date of 18 December 2017.

The Exchange Method is a Redemption in accordance with clause 8 of the terms of issue of CPS2 (CPS2 Terms). Suncorp will conduct the Redemption by way of a selective capital reduction for $99.99999 immediately prior to a redemption for the balance of the paid up capital ($0.00001) per CPS2.

The Redemption Price is $100 per CPS2. CPS2 Holders will also receive a Dividend of $1.1117 per CPS2 determined by the Directors of Suncorp, in accordance with clause 2.3 of the CPS2 Terms.

The Dividend of $1.1117 per CPS2 is equal to the dividend accrued over the period from (and including) 18 September 2017 to (but excluding) the Optional Exchange Date of 18 December 2017, in respect of each CPS2 on issue. The Dividend is scheduled to be paid on the Optional Exchange Date of 18 December 2017 and will be fully franked.

The aggregate Redemption Price will be $244,721,700 (comprising $244,721,676 on account of the selective capital reduction, and the balance on account of the redemption of the remaining paid up capital ($0.00001) per CPS2).

The last date for trading of CPS2 will be 14 December 2017, and the Redemption Price will be paid to those appearing as CPS2 Holders in the Register at 10.00am (Sydney time) on 18 December 2017.

Subject to the CPS2 Terms, on 18 December 2017 Suncorp will also pay $1.1117 to each registered CPS2 Holder as at 10.00am (Sydney time) on 11 December 2017 for each CPS2 held. CPS2 Holders will be paid by direct credit to the accounts recorded with the Registrar (Link Market Services), for the Redemption Price, at 10.00am (Sydney time) on 18 December 2017, or for the Dividend, at 5.30pm on 11 December 2017.

CPS2 Holders do not need to do anything in response to this notice. CPS2 Holders may sell their CPS2 at any time or on or before 14 December 2017.

If you are not sure about what to do in respect of your CPS2, Suncorp recommends that you seek professional guidance from a licensed adviser, which takes into account your particular investment objectives and circumstances.

Definitions

Unless otherwise defined, capitalised words used in this announcement have the meanings given to them in the CPS2 Terms.

Ends

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For more information contact: Media Brett Zarb +61 417 256 563 Analysts/Investors Andrew Dempster +61 497 799 960

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