Suncorp : Appendix 3B

Name of entity

Suncorp Group Limited

ABN

66 145 290 124

1

+Class of +securities issued or to be issued

Capital Notes 2, which are perpetual, convertible, subordinated debt obligations in the form of unsecured notes to be issued by the Company ("Capital Notes 2").

Capital Notes 2 are unsecured notes for the purposes of section 283BH of the Corporations Act 2001 (Cth).

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

2,500,000 Capital Notes 2, but may be more or less.

3

Principal terms of the

+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

Please refer to the Company's prospectus lodged with ASIC on 23 October 2017 ("Prospectus"). The terms of Capital Notes 2 ("terms") are set out in full in Appendix A to the prospectus and in schedule 1 of the trust deed attached to this Appendix 3B. The terms are also summarised in section 2 of the Prospectus.

Capitalised terms in this Appendix 3B have the same meaning as set out in the Prospectus.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

No, in a winding-up of the Company, Capital Notes 2 rank behind all Senior Ranking Creditors (including Subordinated Notes), equally among themselves and other Equal Ranking Instruments (including CPS2, CPS3 and Capital Notes) and ahead of Ordinary Shares. If Capital Notes 2 are Converted, Holders will receive Ordinary Shares and rank equally with other holders of Ordinary Shares.

If, following a Non-Viability Trigger Event, Capital Notes 2 are Written-Off, those Capital Notes 2 will never be Exchanged, all rights in relation to those Capital Notes 2 will be terminated and Holders will not have their capital repaid.

For more information on the ranking of Capital Notes 2 in a winding-up of the Company, refer to Section 1.3 of the Prospectus.

5

Issue price or consideration

AUD 100 per Capital Note

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Capital Notes 2 are being issued as part of the Company's ongoing funding and capital management strategy. The Company is issuing Capital Notes 2 to raise Eligible Additional Tier 1 Capital, the proceeds of which it expects to use to fund the capital needs of one or more Regulated Entities within the Suncorp Group and for general corporate and funding purposes, including the partial refinancing of CPS2 through the Reinvestment Offer.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

N/A

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated

under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

N/A

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Expected to be 24 November 2017