SUNCORP GROUP LIMITED — Director's Dealing 2013

Oct 29, 2013

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	SUNCORP GROUP LIMITED
ABN	**66 145 290 124 **

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Patrick Joseph Robert Snowball
Date of last notice	14 October 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Director can exercise the right to vote and dispose of ordinary shares registered in the name of Zeban Nominees Ltd and Brown Brothers Harriman Limited as custodian for Mr PJR Snowball Performance Rights and Shares held in both the Executive Performance Share Plan (EPSP) and the Suncorp Group Equity Incentive Plan (EIP), are registered in the name of CPU Share Plans Pty Ltd (Trustee of the EPSP and the EIP) ABN 20 081 600 875
Date of change	24 October 2013 (grant of Performance Rights under the EIP)
No. of securities held prior to change	17,640 Ordinary shares held in name of Brown Brothers Harriman Limited as custodian for Mr PJR Snowball 69,693 Ordinary shares held in name of Zeban Nominees Ltd 288,000 Ordinary shares held in the EPSP 1,046,752 Performance Rights over shares held in the Executive Performance Share Plan (EPSP Shares). (The Director has no present right to receive any of the EPSP Shares and has no present right or power to exercise, or control the exercise of the right to vote in relation to, or the right to dispose of any of the EPSP Shares, which are subject to certain performance criteria to be assessed over the relevantperformanceperiods).
Class	Ordinary shares and Performance Rights
Number acquired	324,396 on granting of Performance Rights
Number disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$12.33 per Performance Right granted - refer Annexure A

Change of Director’s Interest Notice – PJR Snowball 24 October 13

Appendix 3Y

No. of securities held after change	 17,640 Ordinary shares held in name of Brown Brothers Harriman Limited as custodian for Mr PJR Snowball  69,693 Ordinary shares held in name of Zeban Nominees Ltd  588,000 Ordinary shares held in the EPSP  746,752 Performance Rights over shares held in the Executive Performance Share Plan (EPSP Shares). (The Director has no present right to receive any of the EPSP Shares and has no present right or power to exercise, or control the exercise of the right to vote in relation to, or the right to dispose of any of the EPSP Shares, which are subject to certain performance criteria to be assessed over the relevant performance periods).  324,396 Performance Rights over shares held in the Suncorp Group Equity Incentive Plan (EIP Shares). (The Director has no present right to receive any of the EIP Shares and has no present right or power to exercise, or control the exercise of the right to vote in relation to, or the right to dispose of any of the EIP Shares, which are subject to certain performance criteria to be assessed over the relevantperformanceperiods).
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Refer Annexure A

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A
Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	In accordance with the Suncorp Group Securities Trading Policy, restrictions do not apply to participation in an employee shareplan.
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Change of Director’s Interest Notice – PJR Snowball 24 October 13

Appendix 3Y

Annexure A

The changes refer to the number of rights to shares (Performance Rights) in which the Director has an interest under the Suncorp Group Equity Incentive Plan (EIP); and the registered holder of the shares in which the Director has an interest under the EIP is CPU Share Plans Pty Ltd (Trustee).

Granting of Performance Rights:

In accordance with a resolution of shareholders on 24 October 2013 the Director has been granted 324,396 performance rights (2013 Offer) under the EIP which entitles the Director to receive up to a maximum of 324,396 shares on vesting of the Performance Rights, subject to satisfaction of certain Performance Criteria to be assessed over a Performance Period commencing on 1 October 2013 and ending on 30 September 2016.

The Director has no present right to receive any shares and no present right or power to exercise, or control the exercise or the right to vote in relation to, or the right to dispose of, any of the shares which were acquired by the Trustee for the purposes of the 2013 Offer. The Director may receive all, some, or none of the shares following assessment of the Performance Criteria at the end of the Performance Period or otherwise in accordance with the EIP Rules.

At the end of the Performance Period, the Company must assess the relevant Performance Criteria and then direct the Trustee to allocate to the Director the number of shares to which the Director is entitled under the EIP Rules and the terms of the 2013 Offer. Once shares are allocated to a person under the EIP, the person has substantially the same rights in respect of those shares as if they were the beneficial owner of them.

• See chapter 19 for defined terms.

Appendix 3Y Page 3