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SUNCORP GROUP LIMITED Capital/Financing Update 2023

Feb 21, 2023

65879_rns_2023-02-21_a8b9381c-6379-4436-ad36-979011093839.pdf

Capital/Financing Update

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This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question
no
Question Answer
1.1 *Name of entity
We (the entity here named) give ASX the
following information about a proposed
issue of+securities and, if ASX agrees to
+quote any of the+securities (including
any rights) on a+deferred settlement
basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under
a +disclosure document or +PDS and are
intended to be quoted on ASX, we also
apply for quotation of all of the +securities
that may be issued under the +disclosure
document or +PDS on the terms set out
in Appendix 2A of the ASX Listing Rules
(on the understanding that once the final
number of +securities issued under the
+disclosure document or +PDS is known,
in accordance with Listing Rule 3.10.3C,
we will complete and lodge with ASX an
Appendix 2A online form notifying ASX of
their issue and applying for their
quotation).
Suncorp Group Limited
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you supply
another registration type, please specify both the
type of registration and the registration number).
ABN 66 145 290 124
1.3 *ASX issuer code SUN
  • See chapter 19 for defined terms 5 June 2021

Page 1

This appendix is available as an online form

Appendix 3B Proposed issue of +securities


Proposed issue of +securities
1.4 *This announcement is
Tick whichever is applicable.
☒A new announcement
☐An update/amendment to a previous
announcement
☐A cancellation of a previous
announcement
1.4a *Reason for update
Answer this question if your response to Q 1.4 is
“An update/amendment to previous announcement”.
A reason must be provided for an update.
N/A
1.4b *Date of previous announcement(s) to
this update
Answer this question if your response to Q 1.4 is
“An update/amendment to previous announcement”.
N/A
1.4c *Reason for cancellation
Answer this question if your response to Q 1.4 is “A
cancellation of previous announcement”.
N/A
1.4d *Date of previous announcement(s) to
this cancellation
Answer this question if your response to Q 1.4 is “A
cancellation of previous announcement”.
N/A
1.5 *Date of this announcement 22 February 2023
1.6 *The proposed issue is:
Note: You can select more than one type of issue
(e.g. an offer of securities under a securities
purchase plan and a placement, however ASX may
restrict certain events from being announced
concurrently). Please contact your ASX listings
compliance adviser if you are unsure.
☐A +bonus issue_(complete Parts 2 and 8)
☐A standard +pro rata issue (non-
renounceable or renounceable)
(complete_
Q1.6a and Parts 3 and 8)
☐An accelerated offer_(complete Q1.6b and Parts_
3 and 8)
☐An offer of +securities under a +securities
purchase plan_(complete Parts 4 and 8)
☐A non-+pro rata offer of +securities under
a +disclosure document or +PDS
(complete Parts 5 and 8)
☒A non-+pro rata offer to wholesale
investors under an information
memorandum
(complete Parts 6 and 8)
☐A placement or other type of issue
(complete Parts 7 and 8)_
1.6a *The proposed standard +pro rata issue
is:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable).”
Select one item from the list
An issuer whose securities are currently suspended
from trading cannot proceed with an entitlement
offer that allows rights trading. If your securities are
currently suspended, please consult your ASX
listings compliance adviser before proceeding
further.
☐Non-renounceable
☐Renounceable
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

1.6b *The proposed accelerated offer is:
Answer this question if your response to Q1.6 is “An
accelerated offer”
Select one item from the list
An issuer whose securities are currently suspended
from trading cannot proceed with an entitlement
offer that allows rights trading. If your securities are
currently suspended, please consult your ASX
listings compliance adviser before proceeding
further.
☐Accelerated non-renounceable
entitlement offer (commonly known as a
JUMBO or ANREO)
☐Accelerated renounceable entitlement
offer (commonly known as an AREO)
☐Simultaneous accelerated renounceable
entitlement offer (commonly known as a
SAREO)
☐Accelerated renounceable entitlement
offer with dual book-build structure
(commonly known as a RAPIDS)
☐Accelerated renounceable entitlement
offer with retail rights trading (commonly
known as a PAITREO)

Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions


memorandum – conditions

memorandum – conditions

memorandum – conditions
Question
No.
Question Answer
6A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer to wholesale investors
under an information memorandum can
proceed on an unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
6A.1a Conditions
Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
  • See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section)

Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details


memorandum – offer details
Question
No.
Question Answer
6B.1 *Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)
Suncorp Wholesale Subordinated Notes 4
(WSN4).
WSN4 are AUD-denominated unsecured
floating rate subordinated notes that are
convertible in certain circumstances into
ordinary shares of SGL.
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
25,000 WSN4, but there may be more or
less.
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
N/A
6B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
SUN may issue more or less than 25,000
WSN4.
There is no maximum limit on the number or
value of over-subscription under the Offer
that SUN may accept.
6B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities


Proposed issue of +securities
6B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
A minimum subscription amount of
A$500,000 applies (unless the WSN4 are
otherwise issued in a manner which does
not require disclosure in accordance with
Part 6D.2 or Part 7 of the Corporations Act.).
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
No
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
N/A
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
Suncorp has discretion to determine the
method and extent of allocations.
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
AUD
6B.9 *Has the offer price been determined? Yes
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
$10,000 per WSN4
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
N/A
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
No
6B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
N/A

Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable


memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
22 February 2023
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
22 February 2023
  • See chapter 19 for defined terms 5 June 2021

Page 5

Appendix 3B Proposed issue of +securities

This appendix is available as an online form


Proposed issue of +securities
6C.3 *Offer open date 22 February 2023
6C.4 *Closing date for receipt of acceptances 22 February 2023
6C.5 [deleted] N/A
6C.6 *Proposed +Issue date 1 March 2023
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements

Question
No.
Question Answer
6D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
No
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
N/A
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
25,000 WSN4 (although, as noted above,
under the offer, SUN has the ability to issue
more or less WSN4).
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
No
6D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
No
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses


memorandum – fees and expenses
Question
No.
Question Answer
6E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
The Arranger is Barrenjoey Markets Pty
Limited and the Joint Lead Managers are:

Barrenjoey Markets Pty Limited

Citigroup Global Markets Australia
Pty Limited

Westpac Banking Corporation

UBS AG, Australia Branch
6E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
0.40% of the aggregate principal amount of
all WSN4 issued, which will be shared
between the Joint Lead Managers equally,
plus reimbursement of certain reasonable
expenses incurred in connection with the
offer.
6E.2 *Is the proposed offer to be underwritten? No
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
N/A
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
N/A
6E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
N/A
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
N/A
  • See chapter 19 for defined terms

5 June 2021

Page 8

This appendix is available as an online form

Appendix 3B Proposed issue of +securities


Proposed issue of +securities
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
N/A
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
N/A
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
6E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
N/A
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
N/A
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
N/A
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
N/A
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
N/A
  • See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information


memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☒Other [provide details below]
Additional details:
The Notes are being issued as part of the
Suncorp Group’s ongoing funding and
capital management strategy. The Issuer
expects to use the proceeds of issue of the
Notes 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.
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
6F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
N/A
6F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
Suncorp has discretion to determine the
method and extent of allocations. The
determination of allocations to each Joint
Lead Manager is at the discretion of
Suncorp as agreed with the Joint Lead
Managers.
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
https://www.suncorpgroup.com.au/investors/
announcements
6F.5 Any other information the entity wishes to
provide about the proposed offer
Investors should read the Information
Memorandum in full before deciding to
invest in WSN4 and consider the risks that
could affect the performance of WSN4.
  • See chapter 19 for defined terms 5 June 2021

Page 10

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☐Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☒New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☐The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☒An applicable ASIC instrument or class
order
☐Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
Suncorp Wholesale Subordinated Notes 4.
WSN4 are AUD-denominated unsecured
floating rate subordinated notes that are
convertible in certain circumstances into
ordinary shares of SGL.
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐Ordinary fully or partly paid shares/units
☐Options
☐+Convertible debt securities
☐Non-convertible +debt securities
☐Redeemable preference shares/units
☐Wholesale debt securities
☒Other
WSN4 are AUD-denominated unsecured
floating rate subordinated notes that are
convertible in certain circumstances into
ordinary shares of SGL.
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
N/A
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
N/A
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
N/A
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
N/A
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
N/A
  • See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities


Proposed issue of +securities
8C.4e *Please state the extent to which the
+securities do not rank equally:
•in relation to the next dividend,
distribution or interest payment; or
•for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
Please refer to the Information
Memorandum which will be lodged with the
ASX together with a cleansing notice on the
issue date of the WSN4, which is expected
to be 1 March 2023 for further details about
the terms of WSN4.
8C.6 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Yes

Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21

  • See chapter 19 for defined terms 5 June 2021

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