Suncorp : Capital Notes Opening of Offer

ASX announcement

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

suncorpgroup.com.au 1

• an Institutional Offer to certain Institutional Investors;

• a Broker Firm Offer made to Australian resident retail and high net worth clients of Syndicate Brokers; and

• a Securityholder Offer made to Eligible Securityholders1.

  Key features of Suncorp Capital Notes

• Capital Notes are fully paid, perpetual, convertible, unsecured, subordinated notes to be issued by Suncorp;

• Holders of Capital Notes will receive floating rate, discretionary, non-cumulative Distributions, which are scheduled to be paid quarterly (subject to no Payment Condition existing). Distributions are expected to be fully franked;

• The Distribution Rate will be calculated on a quarterly basis as the sum of the 3-month Bank Bill Rate plus the Margin, multiplied by (1 - the corporate tax rate2);

• The Margin is 4.10% as determined under the Bookbuild;

• If still outstanding, Capital Notes will mandatorily Convert into Ordinary Shares of Suncorp on 17 June 2024 (subject to certain conditions being satisfied);

• Suncorp has the option to Exchange Capital Notes on 17 June 2022 or following a Tax Event, a Regulatory Event or a Potential Acquisition Event, subject to APRA's prior written approval and certain other conditions. Investors should not assume APRA's approval will be given if requested;

• Suncorp must Convert all Capital Notes if an Acquisition Event occurs (subject to certain conditions being satisfied);

• When a Non-Viability Trigger Event occurs, Capital Notes must be Converted into Ordinary Shares, or if Conversion does not occur for any reason within 5 Business Days, Capital Notes will be Written-Off, in which case Holders are likely to suffer a material loss; and

• The minimum investment in Capital Notes is $5,000 (50 Capital Notes).

1 An Eligible Securityholder of Suncorp is a registered holder of Suncorp Ordinary Shares, SML Floating Rate Notes, SGL Subordinated Notes, CPS2 or CPS3 at 7:00pm (Sydney time) on 23 March 2017; shown on the applicable register as having an address in Australia; and is not in the United States, or acting for the account or benefit of a person in the United States. 2 Currently 30%.

These dates are indicative only and may change without notice.

Suncorp 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 are issued.

You are encouraged to apply as soon as possible after the Opening Date.

Unless otherwise defined, capitalised words used in this announcement have the meanings given to them in the Prospectus.

This announcement does not constitute an offer of any securities (including the Capital Notes) for sale or issue. No action has been taken to register or qualify Capital Notes or the Offer or to otherwise permit a public offering of Capital Notes outside Australia. In particular, this announcement does not constitute an offer of securities for sale in the United States. Neither the Capital Notes 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. The Capital Notes are being offered and sold in the Offer solely outside the United States pursuant to Regulation S under the US Securities Act.