Investor Presentaiton
Capital Notes 3 key features
Optional Exchange and Conversion on Acquisition Event
Exchange by
Suncorp1
Suncorp may choose to Exchange all or some Capital Notes 3 on the Optional Exchange Date (being 17 June 2026)
Suncorp may choose to Exchange all or some Capital Notes 3 after a Tax Event or a Regulatory Event
Suncorp may choose to Convert all (but not some only) Capital Notes 3 after a Potential Acquisition Event
Suncorp must Convert all (but not some only) Capital Notes 3 after an Acquisition Event (subject to certain conditions being met)
Exchange
Exchange means:
Holder rights
Resale by
Suncorp
Conversion into a variable number of Ordinary Shares with a value of approximately $101 per Capital Note 32
Redemption for $100 per Capital Note 3;
Resale for $100 per Capital Note 3; or
a combination of Conversion, Redemption and Resale.
Holders do not have a right to request Exchange
If Suncorp elects for Capital Notes 3 to be Resold, Holders will be notified and on the Exchange Date will receive $100 per Capital
Note 3
Suncorp may appoint one or more third parties (Nominated Purchaser(s)) to purchase some or all Capital Notes 3
If the Nominated Purchaser does not pay the Resale Price of any Capital Notes 3 when due, those Capital Notes 3 will not be
transferred and the Holder will continue to hold them until Capital Notes 3 are otherwise Converted, Redeemed or Resold
Notes:
1 Suncorp's right to elect to Exchange is subject to APRA's prior written approval and subject to restrictions in certain circumstances. Holders should not assume that APRA will provide its approval.
2 The exact number of Ordinary Shares to be received depends on the VWAP of Ordinary Shares, therefore it may be worth more or less than $101 per Capital Note 3 on the Conversion date.
SUNCORP
Capital Notes 3
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