SUNCORP GROUP LIMITED — Capital/Financing Update 2018

Sep 4, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Suncorp Group Limited

ABN

66 145 290 124

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	AUD-denominated floating rate subordinated, unsecured notes (Notes) of Suncorp Group Limited (SGL) (ASX: SUN) that, in certain circumstances may be Redeemed, Written-Off or Converted into ordinaryshares of SGL.
	60,000 Notes
	Refer to the Information Memorandum dated 29 August 2018, a redacted copy of which is annexed to the cleansing notice dated 5 September 2018. Capitalised terms not otherwise defined have the meanings given to them in the Information Memorandum.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	No. On a winding up of SGL, the Notes will rank behind the claims of Senior Ranking Creditors of SGL, equally among themselves and with the claims of other Equal Ranking Creditors and ahead of holders of Junior Ranking Creditors of SGL. If the Australian Prudential Regulation Authority determines that a Non-Viability Trigger Event has occurred in relation to SGL, all (or in certain circumstances, some) of the Notes must be immediately Converted into fully paid ordinary shares in SGL (Ordinary Shares) (or, if Conversion cannot be effected for any reason within 5 Business Days, the Notes will be Written-Off). Any Ordinary Shares issued to holders on Conversion of Notes will be fully paid and rank equally with Ordinary Shares already on issue in all respects from the date of issue. For further details refer to the Information Memorandum.
	AUD10,000 per Note, provided that Notes may only be issued or transferred for a minimum consideration of AUD500,000 or in other circumstances such that no disclosure to investors is required under Part 6D.2 or 7.9 of the Corporations Act. The Notes are not transferrable to “retail clients” as defined in section 761G of the Corporations Act.
	The Notes are being issued as part of the SGL’s ongoing funding and capital management strategy, the proceeds of which SGL expects to use to fund Tier 2 Capital (as described in the prudential standards issued by the Australian Prudential Regulation Authority) of one or more Regulated Entities within the Suncorp Group and for general funding purposes.

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	No.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	5 September 2018
	Number	+Class
	1,298,503,953 7,700,000 4,000,000 3,750,000 3,750,000	Ordinary Shares Unsecured Subordinated Notes CPS3 Capital Notes Capital Notes 2
	Number	+Class
	33,000 22,500 60,000	AAI Limited Subordinated Notes, 2016 AAI Limited Subordinated Notes, 2015 Suncorp Group Limited Subordinated Notes, 2018
	The Notes are scheduled to pay interest on 5 December, 5 March, 5 June and 5 September each year and on the Maturity Date or an Early Redemption Date, with the first Interest Payment Date being 5 December 2018. The Interest Rate for the Notes is equal to the Bank Bill Rate plus a Margin of 2.15% per annum. Refer to the Information Memorandum for further details. SGL’s dividend policy in respect of OrdinaryShares is unchanged.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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24 Amount of any handling fee Not applicable. payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on Not applicable. security holders’ approval, the date of the meeting 26 Date entitlement and acceptance Not applicable. form and offer documents will be sent to persons entitled 27 If the entity has issued options, Not applicable. and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if Not applicable. applicable) 29 Date rights trading will end (if Not applicable. applicable) 30 How do security holders sell their Not applicable. entitlements in full through a broker? 31 How do security holders sell part Not applicable. of their entitlements through a broker and accept for the balance? 32 How do security holders dispose Not applicable. of their entitlements (except by sale through a broker)? 33 +Issue date Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1

• See chapter 19 for defined terms.

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(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable. +quotation is sought 39 +Class of +securities for which Not applicable. quotation is sought 40 Do the[+] securities rank equally in Not applicable. all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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41 Reason for request for quotation Not applicable. now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all Not applicable. Not applicable. +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 5 September 2018 ( ~~Director/~~ Company secretary)

Print name: Kristy Huxtable

== == == == ==

• See chapter 19 for defined terms.

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