SUN _ 2014 12 30 _ 605.pdf

To Company Name/Scheme

ACN/ARSN

Form 605

Corporations Act 2001
Section 671B

Notice of ceasing to be a substantial holder

SUNCORP GROUP LTD

66 145 290 124 (ABN)

605 page 1/2 15 July 2001
1. Details of substantial holder(1)
Name
ACN/ARSN (if applicable)

BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures to this form)

The holder ceased to be a substantial holder on
The previous notice was given to the company on
The previous notice was dated
2. Changes in relevant interests

30 /12 /2014

31 /12 / 2014

29 /12 / 2014

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 change

Person whose relevant interest changed

Nature of change (4)

Consideration given in relation to change(5)

Class (6) and number of securities affected

Person's votes 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

print name William Stockl
capacity *Authorised Signatory

sign here date

02 / 01

/ 2015

* 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 page referred to in form 605 Notice of ceasing to be a substantial shareholder

02-Jan-15

William Stockl,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)

Class (6) and number of securities affected

Person's votes affected

30-Dec-14 BlackRock Advisors (UK) Limited on mkt buy 14.05 ord 434 434

30-Dec-14 BlackRock Advisors (UK) Limited on mkt buy 14.05 ord 324 324


30-Dec-14 BlackRock Advisors (UK) Limited on mkt buy 14.05 ord 1,620 1,620

30-Dec-14 BlackRock Asset Management North

Asia Limited

30-Dec-14 BlackRock Asset Management North

Asia Limited

on mkt buy 14.10 ord 10,290 10,290

collateral transfer n/a ord -468,139 -468,139

30-Dec-14 BlackRock Fund Advisors on mkt buy 14.10 ord 8,179 8,179


30-Dec-14 BlackRock Fund Advisors in specie n/a ord 18,456 18,456

30-Dec-14 BlackRock Investment Management

(Australia) Limited

on mkt buy 14.05 ord 5,216 5,216

SUN page 1 of 1

Annexure B

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

02-Jan-15

William Stockl, Date

Authorised Signatory

4. 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 Advisors (UK) Ltd. Murray House

1Royal Mint Court

London, EC3N 4HH, UK

BlackRock Asset Management North Asia Limited 16/F,2Queen'sRoadCheung Kong Center Hong Kong

BlackRock Fund Advisors 400 Howard Street

San Francisco, CA, 94105

BlackRock Investment Management (Aust) Ltd (ACN 006

165 975)

Level 26, 101 Collins St

Melbourne Australia

SUN page 1 of 1

Annexure C

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

02-Jan-15

William Stockl, 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). TheGMSLAprovidesthattheparties'righttoterminatetheAgreementuponnoticewillnotaffecttheparties'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 timeprovidedthatit"shallceasetohavesuch 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.

N:DATADisclosuresDisclosure FormsAustraliaWORKINGSWorkingsSUNSUN 29.12.14_30.12.14SUN _ 2014 12 30 _ 605.docx

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