Suncorp : 2023 Notice of Annual General Meeting

Building futures and protecting what matters

Notice of 2023

Annual General Meeting

Suncorp Group Limited ABN 66 145 290 124

Notice of 2023

Annual General Meeting

The Annual General Meeting (AGM) of Suncorp Group Limited (Suncorp, or the Company) will be held on:

Date Tuesday 26 September 2023

Time 11.00am Australian Eastern Standard Time (AEST)

Where In person

Ballroom, Sofitel Brisbane Central

249 Turbot Street, Brisbane, Queensland

Shareholder registration will be available from 10.00am AEST

Online

Online shareholder registration will be available from 10.30am AEST

02 Notice of 2023 Annual General Meeting

Chairman's message

Dear Shareholder,

It is my pleasure to invite you to Suncorp's 2023 Annual General Meeting (AGM) to be held on Tuesday 26 September 2023, at 11.00am AEST.

The focus at Suncorp on delivering our strategic plan resulted in another strong year for Suncorp, despite the backdrop of continued global political and economic volatility. I am proud of the resilience of our company, and what our employees have delivered for our customers, communities, and shareholders during 2022-23.

Suncorp's achievements continue to be guided by our purpose of building futures and protecting what matters. Underpinning this is the ongoing investment in our people, innovation, processes, and products.

Format and business of the AGM

This year's AGM will again be held as a hybrid meeting. Shareholders will have the opportunity to attend the AGM in person, at the Sofitel in Brisbane, or online. You will find further information on how to participate on the next two pages of this Notice of Meeting.

This Notice of Meeting also sets out the business of the AGM. With the Board's endorsement, we will be seeking your vote on the following resolutions, as explained on following pages:

• 2022-23Remuneration Report
• Grant of performance rights to the Group CEO & Managing Director (Group CEO)
• Re-electionof Elmer Funke Kupper and Simon Machell as directors. Elmer and Simon are required to stand for re-election this year as they were last elected or re-elected by shareholders in October 2020.

Sale of Suncorp Bank

You will recall that in July 2022 we announced the sale of Suncorp Bank to Australia and New Zealand Banking Group (ANZ). Since that time, Suncorp has been working constructively with the relevant government and regulatory bodies to progress approvals associated with the sale. Earlier this month, the Australian Competition & Consumer Commission (ACCC) announced it would not approve the proposed sale. Like many shareholders, we are disappointed with this outcome.

Your Board remains firmly of the view that the sale of our Bank to ANZ is in the best interests of all our stakeholders. That is why we are supporting ANZ in seeking a review of the ACCC determination by the Australian Competition Tribunal (Tribunal). In support of ANZ's application, Suncorp has made its own review application to the Tribunal and will participate fully in its own right throughout the Tribunal process. We appreciate your patience while the authorisation process remains underway. During this time, the executive team, overseen by your Board, will continue to focus on operating and investing in the Bank, and delivering valued outcomes to our customers. We welcome the opportunity to address related questions during the AGM.

FY21 long-term incentive awards

We have outlined in the 2022-23 Remuneration Report a decision made by the Board in connection with the FY21 long-term incentive (LTI) awards, recognising the implications of the delay in the Bank sale process.

Shareholders approved the grant of the FY21 LTI awards to the Group CEO at the 2020 AGM. Eligible senior executives also received FY21 LTI awards on the same terms. In the normal course of business, this grant would have been tested against the performance measures at 30 June 2023, being the end of a three year performance period.

At the 2022 AGM, in light of the announced Bank sale and the ensuing challenges the sale would have presented in assessing outcomes against the performance measures, shareholder approval was obtained to make adjustments to the FY21 LTI performance rights to test them early (after a two year performance period) at 30 June 2022. At this time, 40.1% of the FY21 LTI performance rights had met the performance measures. These LTI performance rights were converted to share rights and a further one year service condition was imposed.

Given the ongoing regulatory approval process for the proposed Bank sale and in light of the need to continue to maintain executive stability and momentum in the delivery of strategic initiatives, the Board determined it was fair and reasonable to test the FY21 LTI awards at 30 June 2023 as originally planned. Considering the strong financial performance of the Group (including total shareholder return of 60% over

the period), a further grant of share rights, equal to 44.5% of the original FY21 LTI grant, was made to the Group CEO and eligible senior executives in FY24. In total, 84.6% of the FY21 LTI awards achieved the performance measures at 30 June 2023. These rights remain subject to service conditions and malus criteria until 30 June 2024. This means the outcome for the Group CEO and senior executives is the same as what would have occurred if the original FY21 LTI awards were tested against the performance measures and vested in the normal course.

In relation to other on-foot and future LTI awards, the Board will assess the circumstances and performance in the normal course at the end of the relevant performance period, including for the FY22 LTI awards at 30 June 2024 (noting the FY22 LTI awards were similarly tested early at 30 June 2022). The Board expects that the unique circumstances in relation to the ongoing regulatory approval process that affected the FY21 LTI awards will not apply to the FY22 LTI awards. The Board anticipates the Tribunal's review of the ACCC determination regarding the Bank sale will be completed during FY24. The Board's decision in relation to the FY21 LTI awards should therefore not be viewed as reflective of the Board's future intention in respect of any other LTI awards.

Your Board appreciates your ongoing support, and we look forward to engaging with you, whether in person or online, on Tuesday 26 September. Yours faithfully,

Christine McLoughlin, AM

Chairman

25 August 2023

Notice of 2023 Annual General Meeting 03

How to participate in the AGM

1

In person

In the Ballroom of Sofitel Brisbane Central, which is located at 249 Turbot Street, Brisbane, Queensland

Shareholder registration will be available from 10.00am AEST

Please note, shareholders and visitors will be asked to produce a valid form of identification before being admitted to the AGM

If you plan to vote during the AGM, you can lodge your vote using the LinkVote+ app on your mobile or tablet device.

The LinkVote+ app is available for download prior to the AGM, from the Apple app store or Google Play

2

Online - AGM platform

Shareholders will be able to observe the AGM proceedings, vote online, as well as ask questions online or via phone

Further information is provided to the right. A detailed guide on how to participate and a list of frequently asked questions are available on our website at suncorpgroup.com.au/investors/AGM

3

Webcast

Shareholders will be able to observe the AGM proceedings, either live or at a later time of their choosing, via the Suncorp Group website at suncorpgroup.com.au/investors/AGM

To participate online in the AGM

1

What you will need

A computer, tablet or mobile device with internet access - please note that a desktop or laptop computer will provide the best viewing experience

2

Before the AGM

Ensure your browser is compatible with the online AGM platform

3

On the day of the AGM

Go to meetings.linkgroup.com/suncorp23 then enter the requested details to access the online AGM platform

4

Online shareholder registration will be available from 10.30am AEST

Proxyholders

If you have appointed a proxyholder to vote, ask questions or make comments on your behalf online during the AGM, your proxy will need a proxy number, so they can obtain access to the online voting and question facilities (once they have accessed the online AGM platform using the instructions above). Link will provide the proxy number via email no later than 24 hours prior to the AGM. Alternatively, proxyholders can call Link on 1300 882 012 (inside Australia)

or [phone] (outside Australia) no earlier than Monday 25 September 2023 to request confirmation of the proxy number. Please follow the additional process outlined above if your proxy is to ask a question or make a comment via phone

04 Notice of 2023 Annual General Meeting

To vote online before or during the AGM

Please read this Notice of Meeting in full

before voting or appointing a proxy

Before the AGM

You can vote or appoint a proxy online at linkmarketservices.com.au - you will need your Shareholder Number* and postcode for your shareholding (or country, if you are located outside Australia)

or

If you have received this Notice of Meeting by email, you can vote or appoint a proxy online using the personalised voting instructions included in the email

Please note, if you are voting before the AGM or appointing a proxy, your directions must be received by Link (Suncorp's share registry) by no later than 5.00pm AEST on Friday 22 September 2023 to be valid

During the AGM

Visit meetings.linkgroup.com/suncorp23 then enter the requested details to access the online AGM platform

Click on the 'Get a Voting Card' box

Enter your Shareholder Number* and postcode/country, then complete and submit your vote

Detailed instructions are included in the Online AGM Guide that is available on the Suncorp Group website at:

suncorpgroup.com.au/investors/AGM

• Securityholder Reference Number (SRN) or Holder Identification Number (HIN)

To ask questions or make comments

before or during the AGM

Before the AGM (online)

Select the 'Ask Question' option when voting or appointing a proxy online at linkmarketservices.com.au (see instructions to the left)

or

Email your question or comment to [e-mail]

If you are submitting a question or comment before the AGM, please ensure it is received by 5.00pm AEST on Friday 22 September 2023 (or by 5.00pm AEST on Tuesday

19 September 2023, if your question is for the auditor - see page 9 for further details)

During the AGM (online or via phone)

Visit meetings.linkgroup.com/suncorp23 and follow the instructions to the left to access the online AGM platform

Click on the 'Ask a Question' box

If you have voted before the AGM

and have therefore not already entered your Shareholder Number* and postcode/ country to obtain a voting card on the online AGM platform, you will be prompted to enter those details before you may ask a question or make a comment

If you wish to ask a question or make a comment orally rather than via the online AGM platform, a questions and comments phone line will be available during the AGM. To utilise the questions and comments line, please call Link on 1800 990 363 (inside Australia) or

[phone] (outside Australia) by no later than Monday 25 September 2023, to register your participation and obtain the required access code

Notice of 2023 Annual General Meeting 05