SUNCORP GROUP LIMITED — Major Shareholding Notification 2015

Oct 25, 2015

605 page 1/2 15 July 2001

Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

SUNCORP GROUP LTD To Company Name/Scheme 145 290 124 ACN/ARSN

1. Details of substantial holder(1)

BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures Name to this form) ACN/ARSN (if applicable)

substantial holder onThe holder ceased to be a 22 / / 10 2015 The previous notice was given to the company on 23 / / 10 2015 21 10 2015 The previous notice was dated / /

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of Person whose Nature of Consideration Class (6) and Person's votes change relevant interest change (4) given in relation number of affected changed to change(5) securities affected Annexure A & C

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association 4. Addresses The addresses of persons named in this form are as follows: Name Address Annexure B Signature Kayla McGrory *Authorised Signatory print name capacity 26 10 2015 sign here date / /

• At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited.

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) Include details of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

26-Oct-15

Kayla McGrory, Authorised Signatory Date

2. Changes in relevant interests

SUNCORP GROUP LTD (SUN)

Date of Change	Person whose relevant interest changed	Nature of change (4) / Consideration given in relation to change (5)	Nature of change (4) / Consideration given in relation to change (5)	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
22-Oct-15	BlackRock Institutional Trust	on mkt buy	13.09	ord	24,483	24,483
	Company,National Association
22-Oct-15	BlackRock Fund Advisors	in specie	n/a	ord	3,656	3,656
22-Oct-15	BlackRock Fund Advisors	in specie	n/a	ord	-5,010	-5,010
22-Oct-15	BlackRock Japan Co.,Ltd.	on mkt sell	13.05	ord	-858	-858
22-Oct-15	BlackRock Asset Management North	collateral transfer	n/a	ord	-331,088	-331,088
	Asia Limited

SUN

page 1 of 1

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

26-Oct-15 Kayla McGrory, Date Authorised Signatory

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
BlackRock Group
BlackRock Inc.	55 East 52nd Street
	New York NY 10055 USA
BlackRock Asset Management North Asia Limited	16/F, Cheung Kong Center
	No. 2 Queen’s Road Central
	HongKong
BlackRock Fund Advisors	400 Howard Street
	San Francisco, CA, 94105
	United States
BlackRock Institutional Trust Company, National	1225 17th Street,
Association	Suite 300,
	Denver,CO 80202(Colorado,USA)
BlackRock Japan Co. Ltd.	Marunouchi Trust Tower Main,
	1-8-3 Marunouchi,
	Chiyoda-ku,Tokyo 100-8217(Japan)

SUN

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Annexure C

This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder

26-Oct-15 Kayla McGrory, Authorised Signatory Date	26-Oct-15 Kayla McGrory, Authorised Signatory Date
Type of agreement:	Global Master Securities Lending Agreement
Parties to agreement:	Party A - Citigroup Global Markets Limited Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date:	Refer to Annexure A (transactions identified as collateral transfers)
Holder of voting rights:	BlackRock Asset Management North Asia Limited (as investment manager for the funds)
Are there any restrictions on voting rights? If yes, detail	Yes. Unless otherwise agreed between the parties, the Registered Owner will not exercise any voting rights.
Scheduled return date (if any):	Not applicable.
Does the borrower have the right to return early? If yes, detail	Yes. Upon an Event of Default under the GMSLA, the GMSLA provides, broadly, that both parties payment and delivery obligations will be accelerated and replaced with an obligation of one party to pay a single cash sum to the other determined in accordance with the provisions of the GMSLA (as modified by the Annex). The GMSLA provides that the parties’ right to terminate the Agreement upon notice will not affect the parties’ existing obligations in respect of any outstanding loans of securities. The Annex amended and restricted the Borrower's termination rights–i.e. Borrower may not have the right to terminate and return the borrowed securities - as the Borrower was to borrow the securities issued by it (or its sister company) to provide protection against the insolvency of the issuer and so usual rights of termination in a GMSLA were restricted. Subject to the terms of the relevant Loan, the Borrower, may early terminate a Loan and return Equivalent Securities at any time provided that it “shall cease to have such entitlement if an Act of Insolvency with respect to any Security Issuer or any of the Borrower’s or any Security Issuer’s affiliates has occurred, or any such person takes any steps preparatory to any of the matters which would constitute an Act of Insolvency
Does the lender have the right to recall early? If yes, detail	Yes, at notice.
Will the securities be returned on settlement? If yes, detail any exceptions	Yes.

A copy of this agreement will be provided to SUNCORP GROUP LTD or the Australian Securities and Investments Commission upon request.

SUN page 1 of 1