Suncorp : Capital Notes Replacement Prospectus

Suncorp Group Limited

Capital Notes Prospectus

-

Prospectus for the issue of Capital Notes to raise $300 million with the ability to raise more or less

Issuer

Suncorp Group Limited

Arranger

UBS

Joint Lead Managers

Morgans

National Australia Bank UBS

Co-Managers

Crestone Wealth Management JBWere

Suncorp Group Limited

ABN 66 145 290 124

This page has been left blank intentionally.

Important notices

-

About this Prospectus

This Prospectus relates to the offer by Suncorp Group Limited (ABN 66 145

290 124) ("Suncorp") of Capital Notes to raise $300 million with the ability to raise more or less (the "Offer").

This Prospectus is dated and was lodged with the Australian Securities and Investments Commission ("ASIC") on 4 April 2017 pursuant to section 713(1) of the Corporations Act (as modified by ASIC Corporations (Offers of Convertibles) Instruments 2016/83). This is a replacement Prospectus, which replaces the prospectus dated

27 March 2017 and lodged with ASIC on that date ("Original Prospectus"). This Prospectus expires on the date which is 13 months after 27 March 2017 ("Expiry Date") and no Capital Notes will be issued on the basis of this Prospectus after the Expiry Date.

Neither ASIC nor the Australian Securities Exchange ("ASX") takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Defined words and expressions

Certain capitalised words and expressions used in this Prospectus have defined meanings which are explained in the Glossary in Appendix B of this Prospectus and in

the Terms and Conditions of the Capital Notes as set out in Appendix A. If there is any inconsistency in definitions between Appendix A and Appendix B, the definitions in Appendix A prevail.

Unless otherwise stated or implied, references to times in this Prospectus are to the time in Sydney, New South Wales, Australia.

Offer and issuer

The Offer contained in this Prospectus is an offering by Suncorp of Capital Notes at $100 per Capital Note to raise

$300 million with the ability to raise more or less.

Capital Notes are issued by Suncorp, an ASX‑listed company incorporated in Australia. Suncorp is the ultimate

parent company of a group of insurance, banking and wealth businesses.

References in this Prospectus to Suncorp are to the holding company on a standalone basis and references to the Suncorp Group are to Suncorp and its subsidiaries on a consolidated basis.

This Prospectus describes the activities and the financial performance and position of the Suncorp Group.

Capital Notes are unsecured notes for the purposes of section 283BH of the Corporations Act. Capital Notes

are issued by Suncorp under the Trust Deed and Holders have no direct right to claim against Suncorp except as provided in the Trust Deed (which includes the Capital Notes Terms).

Capital Notes are not deposit or policy liabilities of Suncorp, or any other member of the Suncorp Group, are not protected accounts or policies and are not guaranteed

Capital Notes are not:

• deposits or policy liabilities of Suncorp, or any other member of the Suncorp Group;

• protected accounts for the purposes of the depositor protection provisions in Division 2 of Part II of the Banking Act or of the Financial Claims Scheme

  established under Division 2AA of Part II of the Banking Act;

• protected policies for the purposes of the policy holder protection provisions of the Insurance Act;

• guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction; or

• secured over any of Suncorp's or any member of the Suncorp Group's assets.

The investment performance of Capital Notes is not guaranteed by Suncorp

or any other member of the Suncorp Group. The risks associated with investing in these securities could result in the loss of your investment. Information about the risks associated with investing in Capital Notes are detailed in Section 5.

Exposure Period

The Corporations Act prohibited Suncorp from processing Applications to subscribe for Capital Notes under this Prospectus in the seven day period after the date of lodgement of the Original Prospectus ("Exposure Period"). This period was to enable the Original Prospectus to be examined by market participants prior to the raising of funds. The examination may have resulted in the identification of certain deficiencies in the Original Prospectus,

in which case any Application may have needed to be dealt with in accordance with section 724 of the Corporations Act. Application Forms were not available during the Exposure Period.

SUNCORP CAPITAL NOTES PROSPECTUS 1

How to obtain a Prospectus and Application Form

Persons in Australia may, during the Offer Period, obtain a paper copy of this Prospectus (free of charge) by telephoning the Suncorp Capital Notes Offer Information Line on 1300 882 012 (within Australia) or

+61 1300 882 012 (outside Australia) Monday to Friday 8:00am to 7:30pm (Sydney time) or by registering online to receive a Prospectus at www.suncorpgroup.com.au/sunpf.

This Prospectus is also available to Australian investors in electronic form at www.suncorpgroup.com.au/sunpf. The following conditions apply if this Prospectus is accessed electronically:

• you must download the entire Prospectus;

• your Application will only be considered where you have applied pursuant to an Application Form (either electronic or paper) that was attached to, or accompanied by, a copy of the Prospectus; and

• the Prospectus is available electronically to you only if you are accessing and downloading or printing the electronic copy of the Prospectus in Australia.

Applications for Capital Notes under this Prospectus may only be made during the Offer Period, pursuant to an Application Form (either electronic or paper) that is attached to or accompanying this Prospectus.

Providing personal information

You will be asked to provide personal information to Suncorp via its agent Registry if you apply for Capital Notes. See Section 8.12 for details of how your personal information is handled.

Restrictions on distribution

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. As at the date of this Prospectus, 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.

This Prospectus (including an electronic copy) may not be distributed or released, in whole or in part, in the United States. Neither Capital Notes nor 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 are being offered and sold in the Offer solely outside the United States pursuant to Regulation S under the US Securities Act.

See Section 6.7.1 for further information.

Financial information and forward- looking statements

Section 4 sets out in detail the financial information referred to in this Prospectus. The basis of preparation of that information is set out in Section 4.

All financial amounts contained in this Prospectus are expressed in Australian dollars and rounded to the nearest million unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

This Prospectus contains forward‑looking statements which are identified by words such as "may", "could", "believes", "estimates", "expects", "intends" and other similar words that involve risks and uncertainties.

Any forward‑looking statements are subject to various risk factors that could cause actual circumstances or outcomes to differ materially from the circumstances or outcomes expressed, implied or anticipated in these

statements. Forward‑looking statements should be read in conjunction with the risk factors, as set out in Section 5, and other information in this Prospectus.

No representations other than in this Prospectus

No person is authorised to give any information or to make any

representation in connection with the Offer which is not contained in this Prospectus. You should rely only on information in this Prospectus.

Unless otherwise indicated, all information in this Prospectus, while subject to change from time to time, is current as at the date of this Prospectus.

ASX Quotation

Suncorp has applied for Capital Notes to be quoted on ASX. Capital Notes are expected to trade under ASX code 'SUNPF'.

Website

The Suncorp Group maintains a website at www.suncorpgroup.com.au. Information contained in or otherwise accessible through this or a related website is not part of this Prospectus.

This Prospectus does not provide financial product or investment advice - you should seek your own professional investment advice.

The information in this Prospectus does not take into account your

investment objectives, financial situation or particular needs as an investor. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues). See, in particular, the risks set out in Section 5.

Capital Notes are complex and involve more risks than a simple debt or ordinary equity security. Capital Notes are not suitable for all investors and contain features which may make the Capital Notes Terms difficult to understand.

Suncorp strongly recommends that you seek professional guidance, which takes into account your particular investment objectives and circumstances, from a licensed adviser before you make an investment decision.

Diagrams

The diagrams used in this Prospectus are illustrative only. They may not necessarily be shown to scale. The diagrams are based on information which is current as at the date shown.

Enquiries

If you are considering applying for Capital Notes under the Offer, this document is important and should be read in its entirety.

If you have any questions in relation to the Offer, please telephone the Suncorp Capital Notes Offer Information Line on 1300 882 012 (within Australia) or

+61 1300 882 012 (outside Australia) Monday to Friday 8:00am to 7:30pm (Sydney time).

2 SUNCORP CAPITAL NOTES PROSPECTUS