Investor Presentaiton
Capital Notes 3 key features
Mandatory Conversion
Non-Viability
Trigger Event
Conversion
following a
Non-Viability
Trigger Event
Maximum
Conversion
Number
Note:
A Non-Viability Trigger Event occurs where APRA has provided a written determination to Suncorp that:
the conversion to Ordinary Shares or write off of Relevant Securities in accordance with their terms or by operation of law is
necessary because without the conversion to Ordinary Shares or write off, APRA considers that Suncorp would become non-viable;
or
without a public sector injection of capital into, or equivalent support with respect to, Suncorp, APRA considers that Suncorp would
become non-viable.
Upon a Non-Viability Trigger Event occurring, Suncorp must immediately Convert some or all Capital Notes 3 to Ordinary Shares
If Conversion of Capital Notes 3 does not occur within 5 Business Days after the Trigger Event Date for any reason (including an Inability
Event), then Conversion will not occur and Holder's rights with respect to those Capital Notes 3 are immediately and irrevocably
Written-Off
The number of Ordinary Shares a Holder receives upon Conversion is calculated using the formula on the previous page¹ but is capped
at the Maximum Conversion Number
The Maximum Conversion Number is calculated as $100 / (Issue Date VWAP x Relevant Fraction)
The Relevant Fraction is 0.5 in relation to a Mandatory Conversion and 0.2 in the case of any other Conversion (including Conversion
following a Non-Viability Trigger Event)
The Mandatory Conversion Conditions are intended to help protect Holders against receiving a number of Ordinary Shares limited to the
Maximum Conversion Number and accordingly worth less than $101 per Capital Note 3 (based on the VWAP during the 20 Business
Days before the Mandatory Conversion Date)
Since there are no conditions to a Non-Viability Conversion, the number of Ordinary Shares a Holder may receive on account of a
Non-Viability Conversion may be worth significantly less than $101 per Capital Note 3 and a Holder may suffer a significant loss as a
consequence
1 See Conversion Number formula on page 21.
SUNCORP
Capital Notes 3
21
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