SUNCORP GROUP LIMITED — Investor Presentation 2021

Aug 29, 2021

Suncorp Capital Notes 4

Investor presentation 30 August 2021 SUNCORP GROUP LIMITED ABN 66 145 290 124

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1

Important disclaimer

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 Capital Notes 4 ("Capital Notes 4") to raise $350 million w ith the ability to raise more or less (the “Offer”). The Offer is made pursuant to a prospectus under Part 6D.2 of the Corporations Act 2001 (Cth) w hich was lodged w ith the Australian Securities and Investments Commission (“ASIC”) on 30 August 2021 (“Prospectus”). Suncorp intends to lodge a replacement prospectus, which will include the Offer size and the Margin, on or around7 September 2021.

Barrenjoey Advisory Pty Limited (“Barrenjoey Capital Partners”) (ABN 17 636 976 228) is the Arranger (“Arranger”) of the Offer. ANZ Securities Limited (ABN 16 004 997 111), Commonw ealth Bank of Australia (ABN 48 123 123 124), Morgans Financial Limited (ABN 49 010 669 726), National Australia Bank Limited (ABN 12 004 044 937), UBS AG, Australia Branch (ABN 47 088 129 613) and Westpac Institutional Bank, a division of Westpac Banking Corporation (ABN 33 007 457 141) are the Joint Lead Managers to the Offer (“Joint Lead Managers”).

The information provided in this presentation is not personal investment advice and has been prepared w ithout taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). Investors should read and consider the Prospectus (and any supplementary or replacement 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 Capital Notes 4 should be made on the basis of information contained in the Prospectus and independent assessment as to w hether to invest in Capital Notes 4, and not in reliance on any information contained in this presentation. A copy of the Prospectus is available electronically at www.suncorpgroup.com.au/sunpi, only if you are accessing and downloading or printing the electronic copy of the Prospectus in Australia. Applications for Capital Notes 4 can only be made using the online Application Form attached to, or accompanying, the online replacement Prospectus,. Suncorp will not be providing paper copies of the Prospectus or Application Form.

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 w ithin it w ill 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 Of fer, Suncorp will lodge the appropriate information w ith the Australian Securities Exchange (“ASX”). No representation or w arranty, 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 w ithout 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 w hich 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 w ithdraw or vary the timetable for the Offer w ithout 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. Forw ard-looking statements involve know n 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 forw ard-looking statements. Any forward-looking statements, opinions and estimates in this presentation are based on assumptions and contingencies w hich are subject to change without notice, as are statements about market and industry trends, w hich 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 w ill actually occur. In addition, please note that past performance is no guarantee or indication of future performance. As at the date of the Prospectus, no action has been taken to register or qualify Capital Notes 4 or the Offer or to otherw ise permit a public offering of Capital Notes 4 outside Australia. The distribution of this presentation, and the offer or sale of Capital Notes 4, outside of Australia is 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 Capital Notes 4, in any jurisdiction other than Australia and Suncorp does not accept any liability in that regard. Further, Capital Notes 4 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 w ill result in compliance w ith any applicable law or regulations.

None of the Joint Lead Managers nor any of their respective employees and related parties have been involved in the preparation or review of any information provided w ithin this presentation. To the maximum extent permitted by law , the Arranger and Joint Lead Managers and their respective affiliates, directors, officers, partners, employees, advisers and agents of each of them, make no representation, recommendation or w arranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in the presentation and therefore accept no responsibility or liability for any damages, claims, costs or losses (whether direct, indirect, consequential or otherw ise) resulting from the use of or purported reliance on, any information contained in this presentation.

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 w hole or in part, in the United States. Neither Capital Notes 4 nor the ordinary shares of Suncorp have been or w ill be registered under the U.S. Securities Act of 1933 or the securities law s of any state or other jurisdiction of the United States, and they may not be offered or sold in the United States or to any person acting for the account or benefit of any U.S. person unless an exemption from registration is available.

Capital Notes 4 are complex and may not be suitable for all investors. The investment performance of Capital Notes 4 is not guaranteed by Suncorp or any other member of the Suncorp Group. The risks associated w ith investing in these securities could result in the loss of your investment. Information about the risks associated w ith investing in Capital Notes 4 is detailed in the Prospectus.

All amounts are in Australian dollars unless otherw ise indicated. Unless otherwise defined, capitalised terms in this presentation have the meaning in the Prospectus.

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2

Agenda

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Section 1 Offer summary 4
Section 2 About Suncorp 6
Section 3 Key features and risks of Capital Notes 4 14
Section 4 Offer process 20
‒
Mandatory Conversion
Appendices ‒ 24
Comparison between Capital Notes 4 and other types of investments
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3

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Section 1 Offer summary

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4
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Offer summary

Issuer	–	Suncorp Group Limited (Suncorp)
Security	–	Fully paid, subordinated, perpetual, unsecured, convertible notes
Offer size	–	$350 million with the abilityto raise more or less
Use of	–	Suncorp is issuing Capital Notes 4 to raise Eligible Additional Tier 1 Capital
proceeds	–	Proceeds to be used to fund the capital needs of one or more Regulated Entities within the SuncorpGroupand forgeneral corporate and funding purposes
	–	In a winding-up of Suncorp, Capital Notes 4 will rank ahead of Ordinary Shares, equally among themselves and other Equal Ranking Instruments
Ranking1		(including Capital Notes 1, Capital Notes 2 and Capital Notes 3) and behind all Senior Ranking Creditors of Suncorp (including Suncorp Wholesale
		Subordinated Notes and SuncorpWholesale Subordinated Notes 2)
	–	Floating rate, quarterly, discretionary, non-cumulative payments, subject to no Payment Condition existing2
Distribution	–	Distributions are expected to be fully franked
Payments	–	Margin expected to be in the range of 2.90% – 3.10% per annum over 3-month Bank Bill Rate, to be determined under the Bookbuild.
	–	The Margin will not change for the term of Capital Notes 4
	–	Perpetualunless Converted, Redeemed, Resold or Written-Off
	–	Optional Exchange3: all or some Capital Notes 4 on 17 June 2028, 17 September 2028 or 15 December 2028,4 or following a Regulatory or Tax Event,
		and all (but not some only) after a Potential Acquisition Event
Term	–	Scheduled Mandatory Conversion Date5: 17 December 2030
	–	Acquisition Event5: Suncorp must Convert Capital Notes 4 following an Acquisition Event
	–	Non-Viability Trigger Event:Suncorp must Convert Capital Notes 4, and if Conversion does not occur within 5 Business Days, then Capital Notes 4 will
		be Written-Off
Offer structure	–	Institutional Offer, Broker Firm Offer and Securityholder Offer
Arranger	–	BarrenjoeyCapital Partners
JLMs	–	ANZ Securities, Commonwealth Bank of Australia, Morgans, National Australia Bank, UBS and Westpac Institutional Bank
Quotation	–	Suncorp will apply for Capital Notes 4 to be quoted on ASX under ASX code “SUNPI”

Notes:

• 1 The ranking of Holders in a winding-up will be adversely affected if a Non-Viability Trigger Event occurs. See Sections 1.3, 2.4.4 and 5.1.9 of the Prospectus.

• 2 Payment of any Distribution is within the absolute discretion of Suncorp.

• 3 At Suncorp's option, subject to certain conditions being met and APRA's prior written approval. Holders of Capital Notes 4 should not assume that APRA will give its approval for any Exchange.

• 4 Due to the Business Day convention, the First Optional Exchange Date is deferred from 17 June 2028 to 19 June 2028 and the Second Optional Exchange Date is deferred from 17 September 2028 to 18 September 2028. 5 Subject to certain conditions being met.

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5

Section 2 About Suncorp

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6
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Suncorp Group

The Suncorp Group has a range of brands across Australia and New Zealand, including:

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Insurance (Australia)

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Banking & Wealth

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Suncorp New Zealand

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Offers insurance and banking services
with a heritage dating back to 1902
ASX-listed with a ~$16 billion
market capitalisation [1]
Approximately $97 billion in group assets [2]
More than 13,000 employees
in Australia and New Zealand [2]
4.04 million digital users [3]
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Notes:

• 1 Source: ASX as at 27 August 2021. Based on the market capitalisation of the ordinary shares of Suncorp. 2 As at 30 June 2021.

3 Visitors that have logged into Suncorp’s authenticated assets like internet banking, mobile banking app, insurance policy sel f-service web and mobile applications in the year ended 30 June 2021.

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7

Simplifying and delivering

Completed sale of the Australian Life Renewed focus on our business core business February 2019 August 2019

Commenced strategic review of the Wealth business February 2020

Exited several underperforming Investor Strategy portfolios Updates February 2021 May ‒ June 2021

Aligning everyone at Suncorp to core Insurance and Banking businesses

May 2019

Completed sale of the Resilium distribution

business

October 2019

Completed sale of Capital S.M.A.R.T and ACM Parts

July 2020

New operating model and organisational structure

April 2021

July 2021

Announced sale of Announced sale of Australian Wealth 50% interest in RACT business Insurance

Insurance (Australia)

• Revitalise growth

• Optimise pricing and risk selection

• Digital first customer experiences

• Best-in-class claims

Suncorp New Zealand

• Grow brands and strategic partnerships

• Best-in-class claims

• Increasing digital and data capability of core systems

Banking & Wealth

• Win in home lending

• Simplify the business products and processes

• Optimise blended distribution

• Accelerate digital and everyday banking

• Targeted growth in business banking

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8

Corporate sustainability principles

Sustainable growth

We seek to innovate and optimise economic, social and environmental outcomes throughout our business and value chain.

Responsible financial services

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We put our customers at the heart of everything we do and help them make good choices. We provide customers with access to affordable financial services that meet their needs.

Resilient people and communities

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We respect human rights and invest in the wellbeing and resilience of our people and communities. We are there for our people and our communities in times of need.

Trust and transparency

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We are committed to building trust and doing the right thing. We are open and transparent in our dealings with our stakeholders.

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Note: For further information on the Suncorp Group’s approach to corporate responsibility, please refer to www.suncorpgroup.com.au/cr/reports

9

Full year ended 30 June 2021

• Cash earnings up 42.1%

• Group NPAT up 13.1%

• Ordinary final dividend of 40cps fully franked, implying an ordinary dividend payout ratio of 79.3%

• Capital return of approximately $350 million, including:

• Special dividend of $103 million fully franked (8cps)

• On-market share buy-back of up to $250 million

	FY21	FY20	Change
	($m)	($m)	(%)
Insurance (Australia)	547	384	42.4
Banking	419	248	69.0
Suncorp New Zealand	200	245	(18.4)
Cash earnings	1,064	749	42.1
Group NPAT	1,033	913	13.1
Ordinary dividend (cps)	66	36	83.3
Payout ratio – cash earnings (%)	79.3	60.7
Group excess CET1
(after final ordinary and special	773	823
dividends)

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10

Results highlights

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Insurance (Australia)
GWP growth of 5.5%
Australian consumer insurance
GWP growth of 5.6%
NZ GWP growth of 9.2%
Prior year reserve releases of
2.9%, above long-run
expectations
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Banking returned to growth in home lending in H2; $1.1 billion turnaround vs H1 Banking NIM up 13 basis points Group expenses up 1.8% due to temporary uplift in strategic spending Robust capital position; fully franked final and special dividends, on-market share buyback

Notes: GWP means Gross Written Premium; NIM means Net Interest Margin

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11

Pro forma capital adequacy position[1]

‒ Announced capital return of approximately $350 million, including fully franked special dividend of $103 million (8cps) and on- market share buy-back of up to $250 million Capital management strategy ‒ Optimise shareholder value by managing the level, mix and use of capital resources ‒ Ensure sufficient capital resources to maintain and grow the business, in accordance with risk appetite ‒ Compliance with external capital requirements set and monitored by APRA and the RBNZ
		$ million Suncorp Group Total as at 30 June 20212 Pro forma adjustment for on-market share buy-back3 Pro forma adjustments for the Offer4 Pro forma as at 30 June 20215
		CET1 Capital 7,744 (250) - 7,494
		Additional Tier 1 Capital 1,139 - 343 1,482
		Tier 2 Capital 1,398 - - 1,398
		Total Capital 10,281 (250) 343 10,374
		Suncorp Group excess to CET1 Capital Target (after final ordinary and special dividends) 7736 (250) - 5237
		Suncorp Group excess Total Capital to target (after final ordinary and special dividends) 1,081 (250) 343 1,174

Notes:

• 1 For more information on the pro forma capital adequacy position and the relevant assumptions and adjustments, see Section 4.5 of the Prospectus.

• 2 The pro-forma adjustments do not adjust for the impact of the sale of Suncorp’s Australian Wealth business, Suncorp Portfolio Services Limited or the sale of RACT Insurance Pty Limited, as outlined in Section 3.2 of the Prospectus.

• 3 This adjustment reflects the on-market share buy-back of up to $250 million announced on 9 August 2021 which is proposed to start from 6 September 2021, as outlined in Section 3.2 of the Prospectus.

• 4 These adjustments assume $350 million of Capital Notes 4 were issued on 30 June 2021, net of estimated issue transaction costs of approximately $7 million. The actual issue amount may be more or less than $350 million and, consequently, the issue transaction costs may be more or less than $7 million.

• 5 As outlined in Section 1.1 of the Prospectus, Suncorp has an option to convert, redeem or resell the $375 million Capital Notes 1 on 17 June 2022 and will consider converting, redeeming or reselling the $375 million Capital Notes 1 on that date, subject to various factors. 6 Includes $637 million capital held at Group entities.

• 7 Includes $387 million capital held at Group entities.

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12

Capital instruments

					30 June 2021
	Semi-annual						Regulatory	Accounting
	coupon rate /			GI	Bank	SGL	capital	balance
	margin above	Optional call /
	90 day BBSW	exchange date	Issue date	$ million	$ million	$ million	$ million	$ million
AAIL Subordinated Debt1	320 bps	Oct 2022	Oct 2016	330	-	-	330	329
SGL Subordinated Debt1, 2	215 bps	Dec 2023	Sep 2018	-	600	-	600	596
SGL Subordinated Debt 21, 2	225 bps	Dec 2025	Sep 2020	250	-	-	250	250
SML FRCN3	75 bps	Perpetual	Dec 1998	-	19	-	19	72
Total subordinated debt				580	619	-	1,199	1,247
SGL Capital Notes1, 2	410 bps	Jun 2022	May 2017	-	375	-	375	373
SGL Capital Notes 21, 2	365 bps	Jun 2024	Nov 2017	165	210	-	375	372
SGL Capital Notes 31, 2	300 bps	Jun 2026	Dec 2019	389	-	-	389	384
Total Additional Tier 1 capital				554	585	-	1,139	1,129
Total				1,134	1,204	-	2,338	2,376

Notes:

• 1 Unamortised transaction costs related to external issuance are deducted from the "Accounting Balance" outlined above when recorded in the issuing entities balance sheet.

• 2 These instruments were issued by SGL and deployed to regulated entities within the Group. The amounts held by SGL which have been deployed, are eliminated on consolidation for accounting and regulatory

3 Tier 2 instruments subject to the transitional arrangements outlined in APRA’s prudential standard APS111 Attachment L.

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purposes.

13

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Section 3 Key features and risks of Capital Notes 4

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14

Capital Notes 4 key features

General

Issuer	–	Suncorp Group Limited (Suncorp)
Security	–	Fully paid, subordinated, perpetual, unsecured, convertible notes
Offer size	–	$350 million, with the ability to raise more or less
Issue Price	–	$100 per Capital Note 4
	–	In a winding-up of Suncorp, Capital Notes 4 will rank ahead of Ordinary Shares, equally with all other Equal Ranking Instruments
Ranking1		(including Capital Notes 1, Capital Notes 2 and Capital Notes 3), but behind all Senior Ranking Creditors of Suncorp (including
		Suncorp Wholesale Subordinated Notes and Suncorp Wholesale Subordinated Notes 2)
	–	Perpetual (no fixed maturity date) unless Converted, Redeemed, Resold or Written-Off
Term	–	Optional Exchange Date:17 June 2028, 17 September 2028 or 15 December 20282
	–	Scheduled Mandatory Conversion Date:17 December 20303
Distribution	–	The first Distribution Payment Date is 17 December 2021
Payment Dates	–	Distribution Payment Dates are 17 March, 17 June, 17 September and 17 December in each year4

Notes:

• 1 The ranking of Holders in a winding-up will be adversely affected if a Non-Viability Trigger Event occurs. See Sections 1.3, 2.4.4 and 5.1.9 of the Prospectus.

• 2 Due to the Business Day convention, the First Optional Exchange Date is deferred from 17 June 2028 to 19 June 2028 and the Second Optional Exchange Date is deferred from 17 September 2028 to 18 September 2028.

• 3 Subject to certain conditions being satisfied.

• 4 If a Distribution Payment Date is not a Business Day, then the Distribution Payment Date will be the next Business Day.

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15

Capital Notes 4 key features

Distributions
	–	Distributions are discretionary, non-cumulative, floating rate payments and are expected to be fully franked1
Distributions		– Distributions are scheduled to be paid quarterly in arrears, subject to no Payment Condition existing – the first Distribution Payment Date is 17 December 20212
	–	If any Distribution is not fully franked, then the amount of the scheduled cash Distribution will be adjusted to reflect the applicable Franking Rate
	–	Distribution Rate = (Bank Bill Rate3 + Margin) x (1 – Tax Rate)
Distribution Rate	– –	Bank Bill Rate is the 3-month Bank Bill Rate on the first Business Day of the relevant Distribution Period Margin expected to be 2.90% – 3.10% per annum, to be determined under the Bookbuild
	–	The Margin will not change for the term of Capital Notes 4
	–	'Payment Condition' means:
Payment Conditions		– paying the Distribution would result in the Eligible Capital of the Suncorp Group not complying with APRA’s then current prudential capital requirements as they are applied to the Suncorp Group (unless approved in writing by APRA); – paying the Distribution would result in Suncorp becoming, or being likely to become, insolvent for the purposes of the Corporations Act; or
		– APRA objects to the payment of the Distribution
	–	If a Distribution has not been paid in full on the relevant Distribution Payment Date, then subject to certain exclusions set out in the Capital Notes 4
		terms, Suncorp must not, without the approval of a Special Resolution, until and including the next Distribution Payment Date:
Distribution Restriction		– declare, determine to pay or pay an Ordinary Share Dividend; or – undertake any Buy Back or Capital Reduction, unless the Distribution is paid in full within 3 Business Days of the Distribution Payment Date
	–	Failure to pay a Distribution when scheduled will not constitute an event of default
	–	Distributions that are not paid do not accrue and will not be subsequently paid

Notes:

1 The availability of franking credits is not guaranteed and will depend on a number of factors. Holders should refer to the Australian taxation summary in the Prospectus.

2 If a Distribution Payment Date is not a Business Day, then the Distribution Payment Date will be the next Business Day.

• 3 If Suncorp determines that a Rate Disruption Event has occurred, then, subject to APRA’s prior written approval, Suncorp shall use as the Bank Bill Rate such Replacement Rate as it may determine and shall make such adjustments to the Terms as it determines are reasonably necessary to calculate Distributions in accordance with such Replacement Rate. Broadly, Replacement Rate includes a rate that is generally accepted in the Australian market as the successor to the Bank Bill Rate. Holders should note that APRA’s approval may not be given for any Replacement Rate it considers to have the effect of increasing the rate of Distributions contrary to applicable prudential standards.

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16

Capital Notes 4 key features

Summary of events that may affect Capital Notes 4

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Issue Date Potentially
Optional Exchange Date Mandatory Conversion Date
23 September Perpetual
2021
Each Distribution Payment
17 June 2028 17 September 2028 15 December 2028 17 December 2030
Date after 17 December 2030
If Suncorp chooses, and If the Mandatory If Conversion does not occur
certain conditions are Conversion conditions on 17 December 2030, then it
met, Capital Notes 4 will are met, Capital Notes 4 will occur on the first
be converted, redeemed will be converted on this Distribution Payment Date
or resold on this date date after the date on which the
Mandatory Conversion
conditions are met
Conversion You receive
You receive Redemption Resale Ordinary Shares
Ordinary Shares You receive the Face You receive the Face worth c. $101.01 You receive
worth c. $101.01 Value in cash from Value in cash from Ordinary Shares
Suncorp ($100) nominated third party worth c. $101.01
purchaser ($100)
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Events that could occur at any time

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Tax Event or Regulatory Event
Conversion, Redemption or Resale at Suncorp’s option, if certain conditions are met
Potential Acquisition Event or Acquisition Event
Conversion at Suncorp’s option, if certain conditions are met, in the case of a Potential Acquisition Event, or automatic Con version,
if certain conditions are met, in the case of an Acquisition Event
Non-Viability Trigger Event
Automatic Conversion or, if Conversion does not occur for any reason within 5 business days, Capital Notes 4 shall be written off
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Note:

For more information on the events that may affect Capital Notes 4 see Sections 1.2 and 2.2–2.5 of the Prospectus.

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17

Ranking of Capital Notes 4 in a winding-up[1,2]

	Type Illustrative examples
Higher ranking	Preferred and secured debt Liabilities preferred by law including employee entitlements and secured creditors
	Unsubordinated and unsecured debt Bonds and notes, trade and general creditors
	Subordinated and unsecured debt Suncorp Wholesale Subordinated Notes, Suncorp Wholesale Subordinated Notes 2 and other subordinated and unsecured debt obligations
	Perpetual and subordinated instruments Capital Notes 4, Capital Notes 3, Capital Notes 2, Capital Notes 1 and any other securities expressed to rank equally with Capital Notes 4
Lower ranking	Ordinary equity Ordinary Shares

Notes:

1 The ranking of Holders in a winding-up will be adversely affected if a Non-Viability Trigger Event occurs. See Sections 1.3, 2.4.4 and 5.1.9 of the Prospectus.

• 2 For more information on ranking in a winding-up, see Section 1.3 of the Prospectus.

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18

Capital Notes 4 key risks

• Capital Notes 4 are not deposit or policy liabilities of Suncorp or any member of the Suncorp Group, are not protected accoun ts under the Banking Act or protected policies under the Insurance Act, and are not guaranteed by any government or other person

• The price at which Holders are able to sell Capital Notes 4 on ASX is uncertain

• Unlike Ordinary Shares, Capital Notes 4 do not provide a material exposure to growth in the Suncorp Group’s business

• There may be no liquid market for Capital Notes 4

• Distributions may not be paid as they are discretionary and will not be paid if a Payment Condition exists. Payment Conditions include APRA objecting to the payment, Suncorp becoming or being likely to become, insolvent as a result of the payment, or the Suncorp Group not complying with APRA's capital adequacy requirements as a result of the payment

• The Distribution Rate will fluctuate over time (it may increase and/or decrease) as a result of movements in the Bank Bill Rate

• The amount of cash Distributions will also fluctuate depending on Suncorp’s available franking credits

• There are a number of scenarios in which Capital Notes 4 may be Exchanged. It is uncertain whether and when Exchange may occur

• Holders have no right to request that their Capital Notes 4 be Exchanged. Unless their Capital Notes 4 are Exchanged, to realise their investment, Holders would need to sell their Capital Notes 4 on ASX at the prevailing market price. That price may be less than the Issue Price, and there may be no liquid market in Capital Notes 4

• Where Conversion occurs, the market price of Suncorp Ordinary Shares received by Holders may fluctuate due to various factors

• If Conversion occurs following a Non-Viability Trigger Event, the Holder may receive Ordinary Shares worth significantly less than $101 per Capital Note 4

• Where Conversion does not occur for any reason (including an Inability Event) within 5 Business Days after the Trigger Event Date, those Capital Notes 4 will be writtenoff and Holders will not get back their capital or receive compensation in relation to those Capital Notes 4

• In a winding-up of Suncorp, Capital Notes 4 rank for payment ahead of Ordinary Shares, equally with Equal Ranking Instruments (which include Capital Notes 1, Capital Notes 2 and Capital Notes 3), but behind all Senior Ranking Creditors

• See Sections 1.5 and 5.1 of the Prospectus for more information on risks associated with investing in Capital Notes 4

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

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19

Capital Notes 4 key features

Key risks associated with an investment in Capital Notes 4

– Capital Notes 4 are not deposit or policy liabilities of Suncorp or any member of the Suncorp Group, are not protected accounts under the Banking Act or protected policies under the Insurance Act, and are not guaranteed by any government or other person

– The price at which Holders are able to sell Capital Notes 4 on ASX is uncertain – Unlike Ordinary Shares, Capital Notes 4 do not provide a material exposure to growth in the Suncorp Group’s business

– There may be no liquid market for Capital Notes 4

– Section 4 The market price of Suncorp Ordinary Shares may fluctuate due to various factors – Distributions may not be paid as they are discretionary and will not be paid if a Payment Condition exists. Payment Conditions include APRA objecting to the payment, Suncorp becoming or Offer process being likely to become, insolvent as a result of the payment, or the Suncorp Group not complying with APRA's capital adequacy requirements as a result of the payment – The Distribution Rate will fluctuate over time (it may increase and/or decrease) as a result of movements in the Bank Bill Rate

– The amount of cash Distributions will also fluctuate depending on Suncorp’s available franking credits

• There are a number of scenarios in which Capital Notes 4 may be Exchanged. It is uncertain whether and when Exchange may occur

– Holders have no right to request that their Capital Notes 4 be Exchanged. Unless their Capital Notes 4 are Exchanged, to realise their investment, Holders would need to sell their Capital Notes 4 on ASX at the prevailing market price. That price may be less than the Issue Price, and there may be no liquid market in Capital Notes 4

– If Conversion occurs following a Non-Viability Trigger Event, the Holder may receive Ordinary Shares worth significantly less than $101 per Capital Note 4

– Where Conversion does not occur for any reason (including an Inability Event) within 5 Business Days after the Trigger Event Date, those Capital Notes 4 will be written-off and Holders will not get back their capital or receive compensation in relation to those Capital Notes 4 – In a winding-up of Suncorp, Capital Notes 4 rank for payment ahead of Ordinary Shares, equally with Equal Ranking Instruments (which include Capital Notes 1, Capital Notes 2 and Capital Notes 3), but behind all Senior Ranking Creditors

– See Sections 1.5 and 5.1 of the Prospectus for more information on risks associated with investing in Capital Notes 4

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

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Offer structure

	–	The Offer is for the issue of Capital Notes 4 with an Issue Price of $100 per Capital Notes 4 to raise
		approximately $350 million with the ability to raise more or less
Offer size	–	The final size of the Offer will depend on the outcome of the Bookbuild and the Securityholder Offer
	–	Suncorp reserves the right to scale back Applications or increase the final size of the Offer if there is
		excess demand
Institutional	–	The invitation by the Joint Lead Managers to certain Institutional Investors to bid for Capital Notes 4 in
Offer		the Bookbuild
Broker Firm	–	The offer of Capital Notes 4 under the Prospectus to retail and high net worth clients, of Syndicate
Offer		Brokers, resident in Australia who have received a firm allocation from their Syndicate Broker
	–	The offer to Eligible Securityholders to apply for Capital Notes 4 under the Prospectus, being:
Securityholder		– registered holders of Ordinary Shares, Capital Notes 1, Capital Notes 2 or Capital Notes 3 on
Offer		the Record Date;
		– shown on the applicable register as having an address in Australia; and
		– not in the United States or acting for the account or benefit of a person in the United States

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Key dates[1]

Key dates for the Offer	Date
Record date for determining Eligible Securityholders (7:00pm, Sydney time)	24 August 2021
Lodgement of Prospectus with ASIC	30 August 2021
Bookbuild to determine the Margin	On or before 6 September 2021
Announcement of the Margin	On or before 6 September 2021
Lodgement of the replacement Prospectus with ASIC	7 September 2021
OpeningDate for Broker Firm Offer and the Securityholder Offer	7 September 2021
ClosingDate for the Broker Firm Offer (10:00am, Sydneytime)	20 September 2021
ClosingDate for the Securityholder Offer (5:00pm, Sydneytime)	20 September 2021
Settlement Date	22 September 2021
Issue Date	23 September 2021
Capital Notes 4 commence tradingon ASX(normal settlement basis)	24 September 2021
HoldingStatements despatched	On or before 27 September 2021
Key dates for Capital Notes 4	Date
FirstquarterlyDistribution Payment Date	17 December 2021
First Optional Exchange Date	17 June 20282
Second Optional Exchange Date	17 September 20283
Third Optional Exchange Date	15 December 20284
Scheduled MandatoryConversion Date	17 December 2030

Note:

• 1 These dates are indicative only and may change without notice. Suncorp, the Arranger and the Joint Lead Managers may, at their discretion, 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 Capital Notes 4 are issued.

• 2 Due to the Business Day convention, the First Optional Exchange Date is deferred from 17 June 2028 to 19 June 2028.

• 3 Due to the Business Day convention, the Second Optional Exchange Date is deferred from 17 September 2028 to 18 September 2028.

• 4 As 17 December 2028 is not a Business Day, this date has been brought forward to the preceding Business Day.

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Contact directory

Suncorp
Treasurer	Simon Lewis	+61 7 3362 4037
Executive Manager, Capital Funding & Instruments	Greg Volz	+61 2 7911 5802
Head of Investor Relations	Andrew Dempster	+61 497 799 960
Arranger
Barrenjoey Capital Partners	Barry Sharkey	+61 2 9903 6192
Joint Lead Managers
ANZ Securities	Tariq Holdich	+61 403 445 535
Commonwealth Bank of Australia	Truong Le	+61 2 9118 1205
Morgans	Steven Wright	+61 7 3334 4941
National Australia Bank	Nicholas Chaplin	+61 448 202 036
UBS	Paul Neumann	+61 2 9324 3635
Westpac Institutional Bank	Allan O'Sullivan	+61 424 575 938
Further information
		1300 882 012 (within Australia)
Capital Notes 4 Offer Information Line	www.suncorpgroup.com.au/sunpi	+61 2 8767 1219 (outside Australia) Monday to Friday –
		8:00am to 7:30pm (Sydney time)

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Appendices

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Appendix A: Mandatory Conversion

• The Mandatory Conversion Date will be 17 December 2030, provided the Mandatory Conversion Conditions have been satisfied on that date. If any of the Mandatory Conversion Conditions are not satisfied on this date, then the Mandatory Conversion Date will be the next Distribution Payment Date on which all such conditions are satisfied

• Capital Notes 4 may remain on issue indefinitely and may never Convert into Ordinary Shares if the Mandatory Conversion Conditions are not satisfied

• On the Mandatory Conversion Date, Holders will receive approximately $101 of Ordinary Shares for each Capital Note 4¹

• The following diagram illustrates the operation of the conditions:

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----- Start of picture text -----

Scheduled Mandatory
~25 Business Days ~20 Business Days ~1 Business Days
Conversion Date
12 November 2030 19 November 2030 16 December 2030
17 December 2030
20 Business Day VWAP Period
First Mandatory Conversion Condition Second Mandatory Conversion Condition Third Mandatory Conversion Condition
VWAP >55.00% of issue date VWAP VWAP >50.51% of issue date VWAP Ordinary Shares are quoted on ASX
Conversion Issue Price
Number = 99% x VWAP
----- End of picture text -----

Notes:

• 1 The exact number of Ordinary Shares to be received depends on the VWAP of Ordinary Shares. The VWAP during the 20 Business Days on which trading in Ordinary Shares took place immediately preceding (but not including) the Mandatory Conversion Date that is used to calculate the number of Ordinary Shares that Holders receive will most likely differ from theOrdinary Share price on or after the Mandatory Conversion Date. This means that the value of Ordinary Shares received may be worth more or less than approximately $101 per Capital Note 4.

• 2 Issue Date VWAP = VWAP during the 20 Business Days on which trading in Ordinary Shares took place immediately preceding the Issue Date.

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Appendix A: Mandatory Conversion (cont’d)

• A Non-Viability Trigger Event occurs where APRA has provided a written determination to Suncorp that:

• the conversion to Ordinary Shares or write off of Relevant Securities (including Capital Notes 4) in accordance with their terms

• Non-Viability or by operation of law is necessary because without the conversion to Ordinary Shares or write off, APRA considers that Trigger Event Suncorp would become non-viable; or

  • without a public sector injection of capital into, or equivalent support with respect to, Suncorp, APRA considers that Suncorp would become non-viable.

• Upon a Non-Viability Trigger Event occurring, Suncorp must immediately Convert some or all Capital Notes 4 to Ordinary Shares

Conversion following a Non-Viability Trigger Event

• If Conversion of Capital Notes 4 does not occur within 5 Business Days after the Trigger Event Date for any reason (including an Inability Event), then Conversion will not occur and Holder's rights with respect to those Capital Notes 4 are immediately an d irrevocably Written-Off

• The number of Ordinary Shares a Holder receives upon Conversion is calculated using the formula on the previous page[1] but is capped at the Maximum Conversion Number

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

• The Relevant Fraction is 0.5 in relation to a Mandatory Conversion and 0.2 in the case of any other Conversion (including

• Maximum Conversion following a Non-Viability Trigger Event) Conversion – The Mandatory Conversion Conditions are intended to help protect Holders against receiving a number of Ordinary Shares limite d to Number the Maximum Conversion Number and accordingly worth less than $101 per Capital Note 4 (based on the VWAP during the 20 Business Days before the Mandatory Conversion Date)

• Since there are no conditions to a Non-Viability Conversion, the number of Ordinary Shares a Holder may receive on account of a Non-Viability Conversion may be worth significantly less than $101 per Capital Note 4 and a Holder may suffer a significant loss as a consequence

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1 See Conversion Number formula on page 25.

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Note:

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Appendix B: Comparison between Capital Notes 4 and other types of investments[1 ]

	Standard term deposit	Suncorp Capital Notes 1, Capital Notes 2and Capital Notes 3	Suncorp Capital Notes 4	Suncorp Ordinary Shares
Issuer	– Suncorp-Metway Limited	– Suncorp Group Limited	– Suncorp Group Limited	– Suncorp Group Limited
Legal form	– Bank deposit	– Unsecured, subordinated debt	– Unsecured, subordinated debt	– Ordinary share
Maturity	– One month to f ive years	– Perpetual	– Perpetual	– Perpetual
Ranking in winding-up	– Senior to general unsecured creditors of Suncorp-Metway Limited5	– Equally with Capital Notes 4	– Equally with Capital Notes 1, Capital Notes 2 and Capital Notes 32	– Junior to all creditors, including Capital Notes 42
Transferable on market	– Term deposits are not listed	– Yes – quoted on ASX	– Yes – application will be made for quotation on ASX	– Yes – quoted on ASX
Protection under Financial Claims Scheme	– Yes3	– No	– No	– No
Distribution rate	– Interest rate is fixed (varies across different amounts, terms and interest payment arrangements)	– CN1: Floating (BBSW + 4.10% per annum) – CN2: Floating (BBSW + 3.65% per annum) – CN3: Floating (BBSW + 3.00% per annum)	– Floating (BBSW + f ixed Margin expected to be in the range of 2.90% – 3.10% to be determined under the Bookbuild)	– Variable div idends
Distribution frequency	– Monthly , quarterly, semi-annually, annually or on maturitydependingon the term	– Quarterly	– Quarterly	– Semi-annually
Distribution discretionary	– No	– Yes	– Yes	– Yes
Distribution cumulative	– Interest payments cannot be waived or deferred	– Non-cumulative	– Non-cumulative	– Non-cumulative
Restriction on ordinary share dividends if distribution not paid	– No	– Yes, until the next distribution payment date	– Yes, until the next Distribution Payment Date	– n/a
Franking	– Interest payments are not franked	– Expected to be fully franked	– Expected to be fully franked	– Expected to be fully franked
Non-viability conversion or write-off	– No	– Yes	– Yes	– No
Treated by APRA as regulatory capital	– No	– Yes, Eligible Additional Tier 1 Capital	– Yes, Eligible Additional Tier 1 Capital	– Yes, Common Equity Tier 1 Capital
		– Yes, on 17 June 2024 (Capital Notes 1),
Mandatory conversion to ordinary shares	– No	17 June 2026 (Capital Notes 2), 17 June 2028 Capital Notes 3), or upon specified events (e.g.	– Yes, on 17 December 2030, or upon an Acquisition Ev ent or Non-Viability Trigger Event4	– n/a
		acquisition or non-viability trigger event)

Notes:

1 For more information on the comparison between Capital Notes 4 and other types of investments, see Section 1.4 of the Prospectus.

2 The ranking of Holders in a winding-up will be adversely affected if a Non-Viability Trigger Event occurs. See Sections 1.3, 2.4.4 and 5.1.9 of the Prospectus.

3 Up to $250,000 in aggregate per Australian deposit taking institution (ADI) declared subject to the Financial Claims Scheme across all accounts that an account holder has with the Australian ADI.

4 Conversion is subject to conditions except in the case of Conversion following a Non-Viability Trigger Event.

5 As provided in section 13A of the Banking Act.

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