Suncorp : CPS2 Terms amendments

ASX announcement

This announcement does not constitute an offer of any securities (including Capital Notes 2 or CPS2) for sale or issue. No action has been taken to register or qualify Capital Notes 2 or the Offer or to otherwise permit a public offering of Capital Notes 2 outside Australia. In particular, this announcement does not constitute an offer of securities for sale in the United States. Neither the Capital Notes 2 nor the Ordinary Shares have been or will be registered under the US Securities Act or the securities laws of any state of the United States, and they may not be offered or sold in the United States. Capital Notes 2 are being offered and sold in the Offer solely outside the United States pursuant to Regulation S under the US Securities Act.

Suncorp Group Ltd - ABN 66 145 290 124 - Level 28, 266 George Street, Brisbane Qld 4000

suncorpgroup.com.au 1

Suncorp CPS2 Terms

1. CPS2
2. CPS2

   CPS2 are perpetual, fully paid preference shares in the capital of Suncorp. They are issued, and may be Redeemed, Converted or Resold, by Suncorp according to these Terms.

3. Issue Price

   The Issue Price of each CPS2 is A$100.

4. Dividends
5. Dividends

   Subject to these Terms, each CPS2 entitles the Holder on a Record Date to receive, on the relevant Dividend Payment Date, a dividend (Dividend) calculated according to the following formula:

   Dividend =	Dividend Rate  A$100  N
   365

   where:

   Dividend Rate (expressed as a percentage per annum) is calculated according to the following formula: Dividend Rate = (Bank Bill Rate + Margin) x (1 - T)

   where:

   Bank Bill Rate (expressed as a percentage per annum) means, for a Dividend Period, the average mid-rate for bills of a term of 90 days which average mid-rate is displayed on Reuters page BBSW (or any page which replaces that page) on the first Business Day of the Dividend Period or, if there is a manifest error in the calculation of that average mid-rate or that average mid-rate is not displayed by 10:30am (Sydney time) on that date, the rate specified in good faith by Suncorp at or around that time on that date having regard, to the extent possible, to:

6. the rates otherwise bid and offered for bills of a term of 90 days or for funds of that tenor displayed on Reuters page BBSW (or any page which replaces that page) at that time on that date; or

7. if bid and offer rates for bills of a term of 90 days are not otherwise available, the rates otherwise bid and offered for funds of that tenor at or around that time on that date;

   Margin (expressed as a percentage per annum) means the margin determined under the Bookbuild;

    King & Wood Mallesons 1

   CPS2 Terms

   T (expressed as a decimal) means the Australian corporate tax rate applicable to the franking account of Suncorp at the relevant Dividend Payment Date; and N means in respect of:

8. the first Dividend Payment Date, the number of days from (and including) the Issue Date until (but not including) the first Dividend Payment Date; and

9. each subsequent Dividend Payment Date, the number of days from (and including) the preceding Dividend Payment Date until (but not including) the relevant Dividend Payment Date.

11. Franking adjustments

    If a Dividend is not franked to 100% under Part 3-6 of the Tax Act (and any provisions that revise or replace that Part), the Dividend will be calculated according to the following formula:

    Dividend =	D
    1 - [T x (1 - F)]

    where:

    D means the Dividend calculated under clause 2.1; T has the meaning given in clause 2.1; and F means the applicable Franking Rate.
12. Payment of a Dividend

    Each Dividend is subject to:

13. the Directors, at their absolute discretion, resolving to pay the Dividend on the relevant Dividend Payment Date;

14. paying the Dividend on the CPS2 on the Dividend Payment Date not resulting in the Eligible Capital of the Group not complying with APRA's then current capital adequacy guidelines as they are applied to the Group at the time;

15. paying the Dividend not resulting in Suncorp becoming, or being likely to become, insolvent for the purposes of the Corporations Act; and

16. APRA not otherwise objecting to the Dividend being paid on the Dividend Payment Date.

17. Dividends are non-cumulative

    Dividends are non-cumulative. If all or any part of a Dividend is not paid because of clause 2.3 or because of any other reason:

18. Suncorp has no liability to pay the unpaid amount of the Dividend;

19. Holders have no claim or entitlement in respect of such non-payment; and

20. such non-payment does not constitute an event of default.

    No interest accrues on any unpaid Dividends and Holders have no claim or entitlement in respect of interest on any unpaid Dividends.

21. Dividend Payment Dates

    Subject to this clause 2, Dividends will be payable in arrears in respect of a CPS2 on the following dates (each a Dividend Payment Date):

22. each 17 March, 17 June, 17 September and 17 December commencing on 17 December 2012 until (but not including) the date on which the

    CPS2 is Converted or Redeemed in accordance with these Terms; and

23. each date on which:

24. a Conversion or Resale of that CPS2 occurs; or

25. subject to clause 8.3(a)(iii), a Redemption of the CPS2 occurs,

    (c) in respect of Reinvestment CPS2, the Reinvestment Date.

    in each case in accordance with these Terms.; and

    If a Dividend Payment Date is a day which is not a Business Day, then the Dividend Payment Date becomes the next day which is a Business Day.

26. Record Dates

    A Dividend is only payable on a Dividend Payment Date to those persons registered as Holders on the Record Date for that Dividend.

27. Deductions

28. Suncorp may deduct from any Dividend payable the amount of any withholding or other tax, duty or levy required by law or by any administrative practice or procedure of any authority (including in connection with FATCA) to be deducted in respect of such amount. If any such deduction has been made and the amount of the deduction accounted for by Suncorp to the relevant revenue authority and the balance of the Dividend payable has been paid to the relevant Holder, then the full amount payable to such Holder shall be deemed to have been duly paid and satisfied by Suncorp.

29. Suncorp shall pay the full amount required to be deducted to the relevant revenue authority within the time allowed for such payment without incurring any penalty under the applicable law and shall, if required by any Holder, deliver to that Holder the relevant receipt issued by the revenue authority after it is received by Suncorp.

30. Restrictions in the case of non-payment

    If for any reason a Dividend has not been paid in full on a Dividend Payment Date (the Relevant Dividend Payment Date), Suncorp must not, without the approval of a Special Resolution, until and including the next Dividend Payment Date:

31. declare, determine to pay or pay a dividend or distribution on any Ordinary Shares; or