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AGM 2023

Sep 26, 2023

Christine McLoughlin
Chairman, Suncorp Group

Good morning, and welcome, everyone. It's wonderful to again host our AGM here in Brisbane. As most of you know, this is a hybrid meeting, which means we have participants joining both in the room, which is obviously the people sitting in front of me now, and online today. As chairman of the meeting, I'm informed we have 479 shareholders, proxy holders, and other attendees participating in total. As a quorum is clearly present, I declare the meeting open.

Before I proceed, could I please ask everyone physically present in Brisbane to ensure your mobile phone is on silent mode, or otherwise, a really interesting tune? We're very fortunate today to be joined by Aaron Ruska from the Nunukul Yuggera Aboriginal Dance Company, and Aaron will share a welcome to country with us all. Please join your board in making him welcome.

Aaron Ruska
Performer, Nunukul Yuggera Aboriginal Dance Company

Garumba Bigi, Yuggera Dargan. Good morning, and welcome to Yuggera Country. My name is Aaron Ruska, and I'm a descendant of the Yuggera people. Yuggera Country has about seven to six different sub-clans. For example, there is the Turrbal to the north, the Yugambeh to the south, the Gurrumpul to the east coast of Brisbane, also the Gurrumpul people to the west of Brisbane.

Now, I've been asked to come and give you a welcome to country today, and welcome to countries aren't something that's been made up between Aboriginal people and event organizers over time. It's something that's been done since the beginning of time. Now, there are many forms to a welcome to country. Firstly, we have the handing over of the message stick, which we call a Yalwa Buna.

Now, this message stick will have markings or carvings on this to depict the reason why you're wanting to travel through someone else's country. Another form of a welcome to country is actually the ceremony. Now, just like many cultures around the world, we believe the smoke produced from our special leaves actually rids bad spirits and negative energies that may be following you.

Now, lastly, a formal welcome to country, where a traditional owner and elder would come out and bless you on this land. And I'd like to do that by welcoming youse here with a song called Malacha. Malacha is a song to welcome everyone here and also our good ngurus, our good ancestors with us.

Christine McLoughlin
Chairman, Suncorp Group

Thank you again, Aaron. We really appreciate you being here with us today and for your very special welcome. On behalf of your board, I would like to acknowledge the Yuggera and Turrbal peoples, the traditional custodians of the land on which we are gathered here in Brisbane, and pay my deep respects to their elders, past, present, and emerging. I extend this respect to Aboriginal and Torres Strait Islander peoples joining us both in person and online today. I'd now like to introduce Michelle Bain, our Group General Counsel, to cover the meeting procedures we'll be using today.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman, and good morning, everyone. For those shareholders and proxy holders who are participating with us at the physical AGM venue in Brisbane and wish to vote, please make sure you access the Link Vote app using the pin on the green attendance card or that you have a yellow voting card. If you wish to ask a question or make a comment, please make yourself known to a Suncorp team member at the microphone nearest you when we introduce each opportunity for shareholders to speak. In the unlikely event of an emergency, please follow the directions provided by the Sofitel staff.

For those shareholders and proxy holders who are joining us online and wish to vote or ask a question, you may be familiar with the platform from the previous three AGMs. You also have the opportunity of asking your question via the questions and comments phone line that is available during the meeting. To help with the smooth running of the AGM, we invite shareholders and proxy holders who are participating online to submit your questions or comments now.

Further details about how to ask questions and make comments using the platform or phone line are contained on the online AGM guide. You can access the guide through a link at the bottom of your screen or the Suncorp website. I f you encounter any technical issues with the platform at any time during the meeting, please contact the share registry's online AGM support team on 1-800-293-6363. This phone number will remain visible on your screen throughout the meeting.

In the unlikely event that technical issues prevent the AGM proceeding as planned, Suncorp will make announcements via the ASX and our website. I would now like to briefly cover the meeting procedures that the chairman will follow today. Firstly, this is a meeting of Suncorp shareholders. As set out in the notice of meeting, only shareholders or proxy holders are entitled to vote on the resolutions, ask questions, or make comments.

The chairman will allow a reasonable opportunity to address questions and comments as each item of business is considered. Please ensure your question or comment is relevant to an item of business and to shareholders as a whole. If there are a large number of shareholders who wish to ask questions, the chairman may consider introducing a question limit to ensure all interested shareholders have the opportunity to speak.

If you have a matter you would like to raise as a customer and you are participating at the physical AGM venue, members of our group customer advocate team are here with us today. If you are participating online, please contact our customer relations team using the contact details on the last page of the notice of meeting.

Any customer-related questions specific to an individual will be referred to our customer relations team for response and will not be addressed during the AGM. When taking questions and comments, the chairman will first cover a number of relevant questions prior to the meeting. The chairman will then invite shareholders and proxy holders participating here at the physical AGM venue to speak. We will then address any questions received through the phone line and online platform. If time permits, the chairman will then answer further relevant questions received prior to the meeting.

Where there are similar questions, the chairman will aim to acknowledge those who have asked the question. However, the chairman will provide a single response in order to streamline today's proceedings. The chairman will retain full authority to conduct an orderly AGM. In particular, questions or comments that are offensive in any way will be taken as out of order and will not be acknowledged at all during or following the meeting.

Other offensive or disruptive conduct by those who are participating here in Brisbane will also be taken as being out of order, and the relevant participant will be asked to leave the meeting. If you are voting today and need to leave the AGM early, please remember to submit your voting card before you leave. I'll now hand back to your Chairman.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Michelle, and thank you to those of you who have already voted or pre-submitted questions relating to the business covered by today's meeting. I would now like to introduce your board of directors who are here in Brisbane today. In addition to their significant board experience, each director brings a mix of financial services and other relevant experience and expertise that enables your board to be effective in governing Suncorp.

From your left, Elmer Funke Kupper. Elmer has significant financial services experience, as well as experience in navigating demanding regulatory sectors and transforming business models through the adoption of technology and digital services. He served as CEO of two ASX-listed companies. He's a member of our board audit and people and remuneration committees, and Elmer is seeking re-election today, so you will have a chance to hear from him shortly.

Next to Elmer, we have our audit committee chair, Ian Hammond. He's also a member of our risk committee and brings to Suncorp extensive knowledge of the financial services industry, as well as expertise in financial reporting and risk management. Next to Ian, we have Sally Herman, who has chaired our board risk committee since 2017 with great diligence, and is also a member of our customer committee.

Sally has experience in running retail banking and insurance products, setting strategy for financial services businesses, and working with customers, shareholders, regulators, and government. Next to Sally, we have Doug McTaggart. Doug has extensive experience in financial markets and deep academic and commercial experience.

He's a member of the customer committee, and he also has an active role in New Zealand, where he chairs AA Insurance, which is our joint venture business with the New Zealand Automobile Association. Until March this year, Doug also served on the board of Suncorp's New Zealand subsidiary boards. And of course, next to Doug is our CEO, Steve Johnston. Steve has capably led the group since his appointment as Group CEO and Managing Director in 2019.

I'll invite Steve to address you later during the meeting, and we'll also invite him to respond to any shareholder questions that have a management focus... or when my voice runs out, so we'll share the questions. Simon Machell. Simon is based in Singapore and serves on a number of international boards.

He has deep strategic and operational knowledge of the insurance industry and brings to Suncorp an international perspective on the current industry trends in insurance, together with insights into risks and opportunities associated with emerging technologies and new business models. Simon is a member of the Audit and People and Remuneration Committees, and Simon is also seeking re-election today, so you'll get the chance to hear from him shortly.

On Simon's side is Sylvia Falzon. Sylvia chairs the Board People and Remuneration Committee and is a member of the Risk Committee. Sylvia brings to Suncorp valuable experience in a range of regulated and customer-facing industries, including financial services, healthcare, retail, and aged care. Next to Sylvia, we have Lindsay Tanner. Lindsay chairs the Board Customer Committee, something he does with gusto. He is a member of the Risk Committee and also serves on our New Zealand subsidiary boards.

Lindsay has worked at the highest levels of government and business for almost four decades and is a recognized authority on corporate governance. Finally, we have Duncan West. Duncan is a highly experienced financial services executive and company director. He has almost 40 years of experience in the general insurance, life insurance, banking, and wealth management sectors, both domestically and internationally.

He's a member of the Board Audit and Risk Committees. Also here with your board is Michelle Bain, who you heard from earlier. Michelle has been our Group General Counsel since August 2022, but she has been with Suncorp since 2003, so there's not much she doesn't remember. Michelle, before that, was our Group Customer Advocate. Michelle, as she mentioned, is going to moderate the online questions from shareholders and proxy advisors during today's meeting.

Other members of Suncorp's executive leadership team are also with us here today. And from your left, and I know you're going to stand, team, and Adam Bennett. Adam is our Group Executive of Technology and Operations. Adam joined Suncorp in 2020. Next to Adam, we have Lisa Harrison. Lisa is our CEO of Consumer Insurance, and she has been with Suncorp since 2004.

Michael Miller. Michael recently joined the leadership team earlier this month, in fact, as CEO of Commercial and Personal Injury Insurance, but he has also been with Suncorp for some time, since 2011. And thrilled that Jimmy Higgins has joined us from New Zealand, where Jimmy is the CEO, and Jimmy's been with Suncorp since 2008.

Brigid Messer is our Group Chief Risk Officer, and Bridget joined Suncorp in January of last year. Jeremy Robson, known to many of you, is our Group Chief Financial Officer and has been with Suncorp since 2013. Fiona Thompson is our Group Executive of People and Culture and Advocacy and has been with Suncorp since 2001. You must be starting to think we're great, we recruit from schools, all these. Belinda Speirs was seconded into a dedicated executive leadership role in 2022, focused on the proposed sale of the bank. Clive van Horen is the CEO of our bank, and Clive joined Suncorp in 2020.

Regrettably, Suncorp this morning announced Clive's decision to depart Suncorp Bank in pursuit of an external opportunity later in the year, but we will have him working very, very hard at the helm until the end of the year to ensure a smooth transition. Paul Smeaton is not going to stand because he's actually enjoying a well-earned holiday with his family, so he's not here with us in Brisbane today. But Paul is leaving Suncorp at the end of 2023 after indicating his intent to retire from full-time executive career.

On behalf of the board, we thank Steve and all of the team for your significant efforts over the past year, both those who are focused on the bank sale and those who are executing the group's strategy more broadly. Before I invite our CEO, Steve Johnston, to speak, I'll begin by reviewing the year that's been, but also spend some time talking about the future and how we are addressing the challenges and the opportunities that we see for Suncorp and our stakeholders.

Naturally, I will also provide an update on the proposed sale of Suncorp Bank to the ANZ Banking Group. Suncorp's group achievements over the past year have been underpinned by three years of focus and dedication in delivering the group's FY 2023 strategic plan, which our CEO, Steve Johnston, will talk to in greater detail. The challenges we faced over this time, and continue to navigate, including ongoing geopolitical and economic volatility, the consequences of the global supply chain disruption, permanent shifts in workforce dynamics, and accelerated technology demands and developments.

We've also experienced record levels of inflation, heightened regulatory inputs for the financial services industry, greater threats of scams and cyberattacks, and elevated levels of natural hazards, disasters across Australia and New Zealand, including the costliest insurance event in Australia's history, being the 2022 East Coast Floods, and of course, the unprecedented flooding and Cyclone Gabrielle that ravaged parts of New Zealand's North Island just within weeks of each other earlier this year.

These are the constant reminders of the impacts extreme weather patterns are, and changing climate are having on people and communities, while the resulting increases in reinsurance costs for insurers like Suncorp and related pressures on premiums are being felt across the insurance industry and by consumers alike. Our CEO will speak about reinsurance costs and insurance affordability shortly.

The value of insured losses in Australia for 2022 alone was estimated to reach a record high of more than AUD 7 billion, as outlined in the Insurance Council of Australia's most recent Catastrophic Resilience report. Reinsurance costs rose to 20-year highs this year, with hikes of more than 20%-30% for Australian insurers.

Given these challenges, we also acknowledge that the insurance industry faces into a period of increased focus and scrutiny from governments, regulators, consumer groups, and the community. Suncorp's priority remains on driving better outcomes for our customers. We take our engagement with regulators and the government around customer matters seriously, with such matters a focus for your board.

We, along with other insurers and the Insurance Council of Australia, will engage constructively in the upcoming parliamentary inquiry being conducted by the House of Representatives, which will re-review the insurance industry's response to the 2022 floods and how we can better prepare ourselves to operate more effectively for future events.

I remain encouraged by the group's ability to tackle challenges, capitalize on opportunities, and focus on the things that matter through times of turbulence and uncertainty, which has seemingly become par for the course. It's critical, against this backdrop, that your board dynamically assesses risks and opportunities that come with the shifts we see in addressing climate change and in adaptation enabled by new technologies and innovation. I'll cover more on how Suncorp is responding in a moment.

Before doing so, I'll make a few brief comments on the group's FY 2023 financial performance, noting that our CEO, Steve Johnston, will cover this in more depth in his address. The group delivered a strong set of results for the year, with material increases in both the group's net profit after tax of AUD 1.15 billion and cash earnings of AUD 1.25 billion.

This was largely underpinned by a significant turnaround in investment returns and the release of the provisions we had held for business interruption through the year. The group also met its key financial and operating targets through the delivery of the FY 2023 plan. In line with our disciplined approach to capital management, we maintained appropriate capital buffers throughout the year, factoring in the elevated level of natural disasters and impacts on our reinsurance program.

Your board determined to pay a fully franked ordinary dividend of AUD 0.27 per share, bringing the total ordinary dividend for 2023 to AUD 0.60 per share. While this is at the bottom end of our 60%-80% target payout range, it does reflect factors including higher capital requirements relating to our reinsurance renewal and the uncertainty created by the recently announced delay in the sale of Suncorp Bank.

Shareholders are aware that last month, the Australian Competition and Consumer Commission, or ACCC, as it's commonly referred to, determined that it would not approve the proposed sale of the bank to the ANZ Banking Group. Your board remains of the view that the sale of our bank to ANZ is in the best interest of you, our shareholders, and all of our stakeholders.

For this reason, Suncorp is supporting ANZ in applying to the Australian Competition Tribunal for a review of the ACCC's decision. The tribunal, which is led by a Federal Court judge, has now been formed and will independently review all of the evidence that was before the ACCC and form its own view based on that material.

We expect the hearing to take place in December this year, with a decision likely to be made at the end of February 2024 . As the matter is now before the tribunal, it is not appropriate that I comment on this any further. I appreciate your patience as this is underway, and as you may be aware, should ANZ receive approval from the tribunal, the bank transaction remains subject to both the amendment of Queensland State Financial Institutions and Metway Merger Act, and approval from the Federal Treasurer.

Pending all approvals, we would expect completion of the transaction to be around the middle of next year, and our intention remains to return the majority of net proceeds in excess of the needs of our business to shareholders. This remains unchanged. In the meantime, I would like to make it very clear that we are getting on with the business and remain 100% committed to executing on our bank's operating plan... and as always, Suncorp Bank strives to provide excellent service to our customers and to our communities.

As we navigate our rapidly evolving landscape, your board continues to place high priority on ensuring we are well-equipped with the right mix of knowledge and skills to effectively respond and adapt, and meet customer, employee, and community needs and expectations, not only today, but also into the future.

We do this through regular engagement with experts across a variety of fields, who help deepen our understanding of the major trends impacting our economies and the industry globally. This helps us make more informed, contemporary, and balanced decisions about the risks and opportunities that come with a future shaped by technology, digital, and data advancements occurring at lightning speed.

Climate change and the related transition to net zero economy, increased cybercrime and scams, and a heightened degree of regulatory impost, given the increasingly complex regulatory environment both in Australia and New Zealand, are all factors we look at.

Throughout the year, the board conducts insight sessions on key environmental, social, and governance matters, cyber scenario planning and testing, customer immersion experiences, stakeholder and industry forums, such as our annual Customer Advocate Day, and various resilience roundtables and on-the-ground assessments following significant weather events.

This past year saw a number of us visit affected regions to get a deeper sense of both the destruction and customer experience following big events. When we visit these communities after major disasters, we are inevitably struck by the confluence of events, which includes failures in our planning processes. There are examples where customers' homes have been impacted in a flood zone time and time again. This is not sustainable.

Recent KPMG analysis indicates that around 18 million Australians were living in a local government area impacted by a natural disaster in 2022, with the number of people living in impacted areas more than double the average for the previous 10 years.

Demanding greater urgency in addressing these planning failures remains core to Suncorp's advocacy agenda, which more broadly calls for greater investment in community resilience and mitigation measures to better protect people and communities, and alleviate the growing problem of insurance affordability and accessibility.

Essentially, governments at all levels need to limit development on floodplains and encourage their occupants to move to higher ground. While a sobering read, it was encouraging to see the recently released intergenerational report by the Australian government stress the urgency for investment in resilient infrastructure, given the increasing risk of such natural hazards and their broad social and economic impacts.

Having recently hosted the annual Queensland SES Awards at our Brisbane headquarters, I know this is also top of mind for our emergency services departments, who are often at the forefront of the response and recovery efforts each time disaster strikes.

As I've touched on, technology innovation continues to be a driving force for change. The opportunities automation and artificial intelligence, or AI, as it's known, present for insurance industry will be game changing. Suncorp is well advanced in exploring the considerable opportunities AI will provide in reshaping our value chain and improving how we serve customers.

We have used AI for a number of years, with a focus on saving time for our people, creating more intuitive, personalized experiences for our customers, and driving business outcomes. There has, however, been a step change in the terms, in terms of the capabilities of AI since late last year via Generative AI.

While there's been a lot of buzz about it, these new models have the capability to truly transform both our customer and people experience, from underwriting and pricing to claims and reporting, with the ability to deliver streamlined operations and greater personalization. Like the adoption of any technology, your board remains deeply alert to the importance of having adequate risk controls and data ethics principles to underpin such innovation.

That is why we are taking a strategic and a prudent approach to managing both the usage of generative AI and understanding its potential application across our businesses. Data privacy and security remains of the utmost importance to Suncorp and an increasing area of focus for your board. The escalating frequency and sophistication of scams and cybercrime is a confronting issue for businesses and consumers. As such, it's an area where your board has placed extensive focus this year.

Banking scams featured as a topic, a key topic, at our recent Customer Advocate Day in June, with consumer advocates and Suncorp leaders coming together to co-design solutions to this growing problem. At the same time, ensuring the right level of support is being offered for our customers and our communities.

We know it's imperative not only that the threats be understood, but the actions available to our customers to protect themselves are also well understood, which is why education campaigns remain crucial. While we have invested research to inform our approach to scam awareness for both customers and employees, we know we must do more as the pace of technology innovation underpins the increased frequency and severity of financial crime that we are seeing, and this is an industry issue across all of the markets that we operate in.

Ongoing cross-sector collaboration is critical in addressing the issue, and on this front, we continue to work with the Australian Banking Association, Australian Federal Police, and key regulators to share knowledge and learnings with a view to national, industry, and customer security. At the same time, Suncorp continues to place increasing emphasis on building our own cyber resilience and strengthening our capabilities and with investment in data analytics and technology to protect our customers, our people, and our businesses as best is possible.

Over the past 18 months, board stability and focus has been critical. As we look ahead, your board will evolve to reflect the changing composition and priorities of our business. We remain committed to ensuring that collectively, we have the necessary mix of skills, experience, and diversity for the effective governance of Suncorp.

In closing, I would like to thank my fellow directors for their continued support, guidance, and commitment. Suncorp's Group CEO, Steve Johnston, and his executive team for their ongoing leadership and delivery against our commitments. I'd also like to record the board's thanks to Paul Smeaton's significant contribution to Suncorp's success in the various roles he's held since joining Suncorp in 1994, most recently as our Insurance Chief Operating Officer in Australia. We wish him well in his retirement.

Likewise, as I mentioned, we announced this morning that Clive van Horen will depart Suncorp at the end of the year to pursue an external opportunity, and we wish you well, Clive. As always, we thank all of Suncorp's dedicated employees for their support, and our customers and communities, which remain at the heart of Suncorp.

It remains a great privilege to chair the board of this company, which plays such an important role in our community. Finally, my sincere gratitude goes to you, our valued shareholders, for your continued loyalty and confidence in the Suncorp Group. Be assured, we remain committed to delivering long-term value for you. I'll now invite our CEO, Steve Johnston, to address the meeting.

Steven Johnston
CEO and Managing Director, Suncorp Group

Well, thank you, Chairman, and let me add my welcome to everyone here today. Today's report on the FY 2023 financial year represents the final year of the three-year plan that I outlined to this audience soon after being appointed your CEO.

By focusing on four key areas: our people, our customers, investments in technology, and by advocating for change, we set out to simplify our business and to drive improved outcomes and performance. That plan was underpinned by our purpose and by 12 clear initiatives across our three businesses, with targets attached to allow us, all of our stakeholders, including you, our shareholders, to measure our progress.

Specifically, in financial terms, by FY 2023, we said we would deliver a sustainable return on equity above the through-the-cycle cost of equity, with the general insurance business achieving an underlying insurance trading ratio, or an ITR, of between 10%-12%. The bank, a cost-to-income ratio of around 50%. We committed to keep our costs flat while building the Group's digital and data capabilities.

I'm pleased to report that three years on, and in the face of some considerable headwinds, we have delivered. We've taken Suncorp's strong foundations, and we've built a more resilient, more purposeful, and a modern business, one that is well placed to deliver to the changing needs of our customers now and into the future.

T urning now to a brief overview of our performance for the 2023 year, and as the Chairman mentioned previously, the Group's net profit after tax of AUD 1.15 billion and cash earnings of AUD 1.25 billion represent significant increases on the FY 2022 year.

Now, those of you that were here last year will recall I spent a lot of time discussing the flow-on impacts of investment market volatility on our reported profits. I said then that the mark-to-market losses that we experienced in FY 2022 could be expected to unwind to profit in FY 2023, and that's exactly what has happened. However, when you look through these headline profit results to the key underlying metrics, the evidence of improved performance is clear.

Both our Australian and our New Zealand insurance businesses achieved strong premium growth of 10.6% and 14.3%, respectively, and this largely reflects the price adjustments that have been put in place to address the material increases in reinsurance and natural hazard costs and, of course, broader claims inflation experience.

Now, I'll talk more about the rising cost of reinsurance and its impact on our customers in a moment. The underlying ITR, which is the metric that best measures the underlying performance of any insurance business, has improved from 9% at the start of the year to 10.9%. Now, I'll remind you that this measure was 7% when we embarked on our three-year plan.

The bank has had a very strong year, with growth across both business and home lending, a cost to income ratio of 51.8%, and continuing low impairment charges, which reflect the high quality of our portfolio. As the chairman pointed out, the FY 2023 year was not without its challenges, thanks to the third consecutive La Niña weather pattern and the emergence of economy-wide inflation. Natural hazard costs exceeded our allowances by AUD 97 million.

However, this year, the exceedance occurred in New Zealand, with Australia largely in line. In late January, Auckland and its surrounding regions were smashed by a unique rain event that caused widespread flash flooding and property inundation. Two weeks later, with the floodwaters barely receded, along came Cyclone Gabrielle. I had an opportunity soon after to tour the affected regions with our New Zealand CEO, Jimmy Higgins.

Seeing the damage firsthand and meeting customers, brokers, and of course, our people, made it clear that this was a recovery like no other that we have experienced. Once lush, fertile vineyards and orchards found themselves covered in meters of toxic silt. Remediation would be painstaking and take many years, if at all, in some cases. It's in moments like these that the discussion moves from the cost of insurance to the value of insurance.

I'm incredibly proud of the way that our Vero and AAMI teams have mobilized and managed such a challenging event. They've done an amazing job with more than 70% of claims already completed. The recovery, however, was meaningfully assisted by our ability to redeploy a team of Aussie-based claims managers, assessors, and builders. Suncorp people who had only recently been supporting customers following the Australian East Coast floods.

To have up to 100 of our Aussie team taking calls from our Kiwi customers or arriving at the doorstep in their moment of need shows how concepts like purpose and customer obsession transcend geographies. Of course, during that discussion, there wasn't much talk about the rugby. I'm also proud of the progress that we've made in digitizing our customer interactions across sales, service, and claims management.

This was a key operational metric attached to our three-year plan. Plenty of people have said that given its complexity, insurance would always be an over-the-phone type product. Today, we are well on our way to our ambition of being an 80/20 business, and by that I mean 80% digital and 20% via the phone.

There's no P&L item to reflect this progress, but I know from meeting with established large-scale insurers in Europe and the US, that we are a leader in digitizing our business. And finally, another P&L measure that should be highlighted is a significant improvement in our broker engagement and turnaround times in our home lending book.

When we embarked on our three-year plan, we were an outlier in terms of speed to approval, complexity of process, and broker satisfaction. Today, we are a leader, having scored number one in turnaround times for 32 of the 52 weeks in the FY 2023 year. The bank team under Clive, have done a terrific job in achieving this outcome.

Indeed, the financial and operational results achieved are an important measure of our performance, but we also need to measure ourselves against the actual outcomes we achieve for our people, for our customers, and for our communities throughout the course of any year. We go to great lengths to ensure the well-being of our people is prioritized, that they have the tools and the support they need to deliver for our customers. Our employee engagement scores at Suncorp remain in the top quartile of our peer group, reflecting our compelling employee value propositions and the meaningful work that we do.

I've already mentioned our efforts in New Zealand, but in Australia we have maintained a strong focus on supporting our customers that were impacted by those weather events throughout the course of the year, as well as working through the remaining claims from the previous events, which were highly complex, and of course, they followed those 2022 Australian East Coast Floods. I'm pleased to report we've finalized more than 90% of these claims, and we're committed to getting every single claim sorted.

Now, naturally, there is increasing attention on insurers in how customers are being supported, how claims are being managed, and how complaints are being dealt with. That's obviously been amplified by the frequency and magnitude of the natural hazard events and the growing issue of insurance affordability and accessibility.

While Suncorp has stepped up as best as possible under these unique and challenging circumstances, I'm the first to acknowledge that there's always more work that we can do to simplify insurance, to make it easy to understand, and to make the experience better. Likewise, on the banking front, the uptick in scams and fraud that the chairman mentioned previously remains a priority for our team.

Insurance affordability and accessibility is a topic that's been top of mind for Suncorp for a very long time, and of course, it's linked very closely to the advocacy work that we do around natural hazard resilience. One contributing factor is reinsurance. Like most Australian insurers, we buy extra cover from global reinsurers to manage the risk of large-scale natural disasters.

Off the back of an elevated level of natural hazard activity, insurers like Suncorp are now experiencing significantly higher reinsurance costs, as reinsurers from around the world reassess and price for the increased risk of such disasters across both Australia and New Zealand. In this regard, I welcome the involvement of Australia's Assistant Treasurer, Stephen Jones, who last week led a delegation to the United Kingdom and to Munich to hear of these issues firsthand.

In insurance, as in banking, Australia is inextricably linked to the global marketplace, and the increasing frequency of hazard events, climate change, and long-dated failures in local planning and mitigation, have conspired to drive this material transference of risk from reinsurers to primary insurers like Suncorp. This, when combined with the inflationary environment and the proportional impact of taxes and charges on insurance products, is driving, is contributing to driving rises in insurance premiums.

Now, we recognize the impact more expensive insurance is having on people, families, and businesses, and we know that they can't be expected to bear all of these additional costs. This is why Suncorp continues to focus on embedding greater efficiencies in our own business through initiatives like our Best-in-Class Claims program. It's also why we continue to digitize and automate our business, and why we invest in world-class technology.

Creating the capability to invest in innovation, in product design and coverage, is an essential part of the insurance affordability story, but so, too, is advocacy. This issue cannot be solved by industry or by governments alone. We need to work constructively together. This is why we continue to argue for increased investment in measures that help build a more resilient Australia and New Zealand.

The bottom line is, if we reduce the risk, we reduce the premiums. This year, we've seen some encouraging progress with commitments from both the state and federal governments for funding in mitigation programs and resilience initiatives, but there remains so much more to do. Just last week, we saw the declaration of an El Niño climate pattern by the Bureau of Meteorology, which is likely to bring its own set of challenges in the form of warmer, drier, and drier conditions and increased risk of both bushfire and, of course, drought.

As we look ahead, our focus remains on building on the strong foundations and the momentum that we've achieved across our businesses over the past three years, while we continue to work with government, industry, and other stakeholders to tackle the fundamental challenges.

We'll continue to work constructively and respectfully through the approval process in relation to the sale of our bank to ANZ. As always, I thank all of our teams for their ongoing dedication and their tireless commitment to our customers, communities, and to the Suncorp business. I'd also like to thank our board and our leadership team for their ongoing support, and to make a special mention of Paul Smeaton, who's our Chief Operating Officer for Insurance, who, as the chairman mentioned, will retire at the end of 2023.

Paul has served Suncorp for almost three decades, and we wish him well. As the chairman mentioned, we've recently appointed and welcomed Michael Miller to our executive leadership team in the newly created role of CEO, Commercial and Personal Injury Insurance.

Now, Michael's a Queenslander, and like me, he was raised on the Brisbane southern suburbs, so he's built of the right stuff, Michael, even though he went to MacGregor High. He served Suncorp in a number of different roles over the past 12 years, and we look forward to his ongoing contribution in this elevated capacity. I'd also like to acknowledge Clive's contribution to the bank and its improved performance over the past 3 years.

Clive should be very proud of what the bank has achieved under his leadership, and we're disappointed to see him go. I'd also make the point with Clive, he's led a lot of fundraising within the Suncorp group for cancer-type charities.

I think if I just did the rough math before, I think he's raised almost AUD 5 million on behalf of the group to help solve some of the complexities of cancer research. So again, I want to thank you, Clive, for your contribution. So finally, I extend my appreciation to all of our shareholders for your continued confidence in our company. At that point, I'll hand back to our chairman.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Steve. Now, I had planned to sit for the part of the meeting where we were doing the Q&A, but I realized down there I'm blocked from all of you people over there by this very big desk. So I'm going to stand for as long as my feet will allow me, and then I'll, we'll see how we go. So we'll proceed to the formal part of the meeting.

All the resolutions for consideration today will be put to a poll, which I now declare open. The direct and proxy votes that have been received prior to the AGM will be shown on the screen before we vote on each resolution. Your board supports all resolutions for consideration today and recommends shareholders vote in favor of each resolution.

As also set out in the notice of meeting, I intend to vote all undirected proxies held by me as chairman of the meeting in favor of each resolution. The first item of business today is to receive and consider the financial report, the directors' report, and auditor's report for Suncorp Group and its controlled entities for the year ended 30 June 2023.

Scott Guse and Tanya Gilerman, standing now, are joining us here today in Brisbane. They are partners with KPMG, Suncorp's external auditor, and are available to answer any questions you may have about the auditor's report or the conduct of the audit. After today's meeting, Tanya will be stepping down as partner for the Suncorp audit in line with auditor rotation requirements in the Corporations Act.

Tanya, on behalf of the board and Suncorp, you have our thanks for the professionalism and commitment with which you've undertaken your Suncorp audit role. And I don't say that lightly, because the couple of years of COVID, when we were all working remotely and on screens, I think the job of the auditor was as hard as any, but you worked tirelessly with our team effectively. Thank you. We wish you very well in your future audit assignments.

I'm now going to address questions and comments about the reports or Suncorp's performance generally. As Michelle mentioned earlier, I will address a couple of questions received from shareholders prior to the meeting online. But in the meantime, if you're here in Brisbane and you wish to ask a question on these matters, if you please move to your nearest microphone. So we have...

On microphone one, we have Susan. On microphone two, we have Samantha. On microphone three, we have Emma, and microphone four, we have Laura, and they will let me know that you have questions. But I am going to take a couple from online first s o you might want to sit down for two minutes, otherwise you'll be... Yeah. I've seen you, I promise. If you are participating online, please submit your questions or comments now, or register your question via the phone line. Michelle, could you please read our first pre-submitted shareholder question?

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. First, we have received two shareholder questions that raise similar themes. First, Mr. Marcus Taylor asks:

Marcus Taylor
Shareholder, Private Investor

As reinsurance and claims costs keep rising, what is Suncorp doing to try and balance shareholder returns with the need to keep premiums as affordable as possible for as many customers as possible, as they grapple with the cost of living challenges?

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

And the second question from Ms. Natasha Lee:

Natasha Lee
Shareholder, Private Investor

The company has the customer and pricing ecosystem and iSME, which report enhanced pricing and risk management. Could you explain how factors such as risks arising from climate change are calculated, giving the evolving risk profile with more frequent and severe events? It seems the company is likely chasing its tail, assessing the risk or making a somewhat arbitrary escalation factor for a potential event happening.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. Taylor and Ms. Lee. As I mentioned in my opening remarks, the board is very mindful that insurance affordability is a live issue. Insurance provides an invaluable safety net and does give people peace of mind so that you can protect your valuable assets.

In a changing climate, it has never been more important, so we are very conscious about passing on price increases. As you heard from our CEO in his opening address, off the back of the elevated level of natural hazard activity, insurers like Suncorp are now experiencing significantly higher reinsurance costs as reinsurers around the world reassess and price for the increased risk of such disasters across Australia and New Zealand.

While challenges to the insurance industry in Australia and New Zealand are driving up costs, we also continue to drive greater efficiencies in our own business to help manage the impacts on everyone's premiums. Importantly, the group is continuing to invest in responding to our customers' needs, including a commitment to exploring and designing a lower cost home insurance solution to help reduce the barriers to home insurance.

As Ms. Lee has raised, Suncorp has continued to invest in our pricing and risk selection capability, including through technology platforms such as CAPE and iSMIE. Suncorp considers many risk factors when settling premiums, including the cost of claims and the frequency and severity of extreme weather in the underwritten area over the long term.

I n response, I'll also mention that Suncorp has long advocated for tax reform and the need to overhaul the approach to land use planning to ensure no more homes are built in high-risk, flood-prone locations, and people are given opportunities to relocate away from harm's way, and Steve spoke about this in detail. Suncorp has hosted many- has participated in many cross-sector forums, bringing together key stakeholders to tackle the issue of building long-term resilience to natural hazards. So I might go to the next question, please, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

We have received questions from shareholders, Ms. Dawn Smith and Ms. Lorenza Gandini, regarding the bank sale process. We have selected Ms. Smith's question to read:

Dawn Smith
Shareholder, Private Investor

Is the sale of Suncorp Bank to ANZ still a possibility?

Christine McLoughlin
Chairman, Suncorp Group

... Thank you, Ms. Smith and Ms. Gandini, and obviously we received that question before you heard my address. So as I explained in my opening remarks, Suncorp is supporting ANZ in its application to the Australian Competition Tribunal for the review of the ACCC's decision to deny authorization of the bank sale. The tribunal will consider the comprehensive evidence.

We anticipate this process will run into the first quarter of next calendar year. I also mentioned earlier that we are working with the Queensland Government to seek an amendment to the State Financial Institutions and Metway Merger Act, and we're also seeking the approval of the Federal Treasurer, who will consider the transaction through a national interest lens.

Both Suncorp and ANZ have engaged in good faith with the Queensland Government to agree a package of measures which will ensure the sale can take place in a way that benefits the people of Queensland. The commitments from both ANZ and Suncorp have been publicly endorsed by the Queensland Treasurer. In addition to delivering public benefits for Queensland, we believe the sale of Suncorp Bank to ANZ will also deliver net benefit to the Australian economy. Next question, please, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Shareholder, Mr. Evan Johnston, has asked:

Evan Johnston
Shareholder, Private Investor

Should shareholders have been given a vote on whether there should be a sell-off of their bank to ANZ prior to the proceedings reaching such an advanced stage?

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. Johnston. As I outlined at last year's AGM, the relevant regulator, being the Australian Securities Exchange, confirmed that no vote was required under the listing rules. I'll go to the next question, please, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. Shareholder, Ms. Susan Dugan, asks:

Susan Dugan
Shareholder, Private Investor

Will proceeds from the sale of the bank be available in ANZ shares for shareholders?

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Ms. Dugan. No, the net proceeds from the sale, excess to the needs of the business, will likely be returned to shareholders by Suncorp through a combination of a capital return, share consolidation, and a franked special dividend. This will be put to shareholders at the appropriate time. Next question, please, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

We have received questions in relation to the Voice from shareholders, Mr. Robert Milson, Mr. Robert Wells, Mr. Robert Pendlebury, and Eziflow Logistics Proprietary Limited. We have selected Mr. Milson's question to be read as it best represents the themes raised. Mr. Milson asks:

Robert Milson
Shareholder, Private Investor

Are you in support of the Voice, and did Suncorp provide financial support for the yes vote?

Christine McLoughlin
Chairman, Suncorp Group

Thank you for this question. Suncorp continues to support reconciliation as key to building a more inclusive and resilient Australia, and is proud to support the Uluru Statement from the Heart. The referendum is one of the most important constitutional conversations in Australia's history, and each of us will make our own decisions independently at the ballot box, as is our democratic right.

I believe it's important that we all contribute to having a constructive, informed, and respectful dialogue ahead of the vote. In relation to the Voice vote, it's important to remember that the corporation, the company, is not entitled to vote. Suncorp has not provided financial support to campaigns related to the Voice referendum. However, Suncorp is committed to supporting our people to learn more about the Voice, to enable each person to make their own informed decision. I'll now go to the next question, please, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. Mr. Hopkins, on behalf of shareholder Australian Management Systems, asks:

Speaker 29

Can you assure shareholders that you will cease to fund any projects which maintain or expand the coal industry? So such funding is completely at odds with net zero by 2050 and the Paris Agreement's goal of limiting global warming to 1.5 degrees Celsius. Achieving this means leaving coal in the ground.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. Hopkins. The group commits to playing our part in reducing our own climate impact and supporting the economy-wide transition to net zero. The group's Sensitive Sector Standard details our commitment to reducing exposure to thermal coal extraction and electricity generation. We've committed to phase out of any underwriting and direct investment in companies where more than 10% of revenue is derived from thermal coal mining or electricity generation by 2025.

The exclusion does not apply to mining services companies who are not directly involved in exploration, extraction, or production. It also does not apply to personal and small to medium businesses, and statutory or compulsory insurance and group life products in New Zealand.

To support the transition to a decarbonized economy, we will underwrite and invest in companies whose business is clearly consistent with the transition to Net Zero carbon emissions economy by 2050. A credible transition plan assessment framework that defines and assesses the credibility of a company's transition pathway is currently in development to support the business before this exemption is used. I'll just take one more pre-submitted question, Michelle, then I think I should go to the floor because I know there's quite a few shareholders here who'd like to ask questions.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. We've received a question from shareholders, Mr. David and Mrs. Francine Ellis. They ask:

Speaker 30

Why don't you insure household contents and buildings anymore through Vero in Western Australia postcode 6018? Suncorp was a long-term insurer before you pulled out of this type of, and market for, insurance. Now we are with Budget Insurance. We are not in a flood or fire zone. You have just left this market. We were long-term customers and had no claims.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. and Mrs. Ellis. I'm actually going to share the questions today with the CEO to save my voice, so you can take this one, Steve.

Steven Johnston
CEO and Managing Director, Suncorp Group

Thank you, Chairman. It is true that we no longer underwrite or offer personal lines products through our Vero brand. That's part of the simplification that we've been going through over the past two or three years. Vero is largely our commercial intermediated brand. We're very pleased to say that we do offer personal lines products in Western Australia and in the relevant postcodes through our other brands, Suncorp, AAMI, and obviously Apia. If the customers choose, they can very quickly get online, and I'm sure we'd be very pleased to offer them the appropriate products.

Christine McLoughlin
Chairman, Suncorp Group

Absolutely. I think we'll go to questions in the room now. I'm conscious that there were a few at microphone number two. Samantha, would you introduce the first question, please?

Speaker 28

Good afternoon, Chairman. I would like to introduce John Whittington, who is attending today's meeting as a proxy holder.

John Whittington
Proxy Holder, Private Investor

Hi. Good morning, Madam Chair and everyone here. My name is John Whittington, and I am a volunteer for the Australian Shareholders Association. Today, we hold proxies from 258 ASA members and non-members for over $1 million Suncorp shares. Our thanks go to you, the board, and all Suncorp employees for producing such a solid result.

Madam Chair, I would first like to highlight and reiterate the point that was made by one of your previous questions, the ASA's disappointment that Suncorp did not present the divestment of Suncorp Bank to a shareholder vote. We believe such major company-altering decisions should seek shareholder approval. Now, Madam Chair, I've got two questions. Do you want me to ask them both at once or one at a time?

Christine McLoughlin
Chairman, Suncorp Group

Both at once would be great. Thank you, Mr. Whittington.

John Whittington
Proxy Holder, Private Investor

Okay. Madam Chair, firstly, when was the current audit company appointed, and when was the last competitive audit tender held? We believe this information should be provided in the annual report or the corporate governance statement.

My second question is, whilst we applaud your policy prohibiting direct cash donations to political parties, we're disappointed that payments are still allowed for political fundraisers, albeit with nominally strict controls, and are very disappointed the amounts paid for the year are not disclosed in the annual report or corporate governance statement. What were the amounts, at least by party, for FY 2023? Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Whittington. I'll first go to the question around the audit appointment. I have the date here somewhere. We go through a... We regularly review our external service providers as part of good corporate governance, and the last competitive tender was held in 2017/2018 financial year. As you heard me mention earlier, KPMG has a partner rotation policy that requires the signing partner to change every five years in accordance with the Corporations Act.

A s I mentioned, Tanya Gillam, and this will be her last meeting today. All non-audit services provided by KPMG are disclosed in our annual report, and the board has considered non-audit services provided during the financial year by KPMG, and having received the appropriate confirmations from the audit committee, is satisfied of their independence.

John Whittington
Proxy Holder, Private Investor

Just one thing you missed in that. When was the audit company first appointed?

Christine McLoughlin
Chairman, Suncorp Group

You, I do know this. Chair of Audit Committee, do you remember? Jeremy? Yes. Okay, Scott. 1996. Sorry, I should-

John Whittington
Proxy Holder, Private Investor

Okay. And we ask that that be included, so shareholders can see that in future annual reports. We believe it's important to know how long the link has been, even with the replacement of audit partners.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. No, we can do that. That's no problem. And also, I'm pleased that I got to throw a question to Scott. In relation to political donations, we have quite a strict group protocol, and Suncorp's political engagement is conducted in accordance with that group protocol. And that protocol is, in fact, subject to the approval of the Suncorp board, and the policy is a publicly available document, and we can provide it to the Australian Shareholders Association, obviously, if that would be helpful.

The policy importantly prohibits direct donations to political parties, but it does provide for attendance at political party functions. And Suncorp reports its spending to the board annually and discloses political expenditure in accordance with the disclosure obligations in the jurisdictions in which they are made. I believe for FY 2023, the figure was AUD 100,000, and I assure you that spending is done on a non-partisan basis.

John Whittington
Proxy Holder, Private Investor

We would ask that that information be in future annual reports. The AEC disclosures are way too slow.

Christine McLoughlin
Chairman, Suncorp Group

I think we can take that on board, John. That's reasonable.

John Whittington
Proxy Holder, Private Investor

Thank you.

Christine McLoughlin
Chairman, Suncorp Group

And I would like to thank you also for, on behalf of your members, the constructive engagement that we had with you and at the ASA ahead of today's meeting, because it's been, it was very useful for us also. Not sure all your members realize how hard you work. I have another question from Samantha, microphone number two.

Speaker 28

Yes, Chairman. I would like to introduce Craig Caulfield, who is attending today's meeting as a shareholder.

Craig Caufield
Shareholder, Private Investor

Good morning, Ms. McLoughlin and Mr. Johnston, and to the board. Just before my questions, can I just mention a point or at the entry? A gentleman here, a colleague of mine, was told he can't ask questions here. He purchased his shares last week. They've settled yesterday. He's registered, and they see that he's registered. We were told that proxy holders had to get their questions in by 5:00 P.M., I think, on Friday. He's not a proxy holder, he's a shareholder. So I would like you to just affirm now that he can ask questions here because he's a registered shareholder.

Christine McLoughlin
Chairman, Suncorp Group

If your colleague's a registered shareholder, he can ask questions, Mr. Caulfield.

Craig Caufield
Shareholder, Private Investor

Yes. Thank you. So my question... Thank you for that. We're aware the ACCC has rejected ANZ's proposed taker of Suncorp Bank, citing it will reduce competition. We also understand that Suncorp wants to focus on insurance, and I'm agreeing with that, separate the insurance and banking divisions. Insurance is getting very complex. Suncorp has an option to separately float the bank division from the insurance division on the ASX that surely the board has considered.

This does not require ACCC approval, and it will save shareholders time and massive legal costs of challenging a regulator's decision. One, will the board now seriously consider floating Suncorp Bank as a separate entity to Suncorp Insurance on the ASX, so shareholders have greater certainty and greater flexibility?

T wo, will the board protect the good customers of Suncorp Bank by ensuring they are not thrown into the ANZ train wreck? And I say that with a little bit of background. As you know, I founded Bank Warriors. I'm an advisor to Bank Reform now. We have 15,000 members and followers. I've traveled the east coast of Australia. I can say that Suncorp, I hear of Suncorp complaints, but they feature less proportionally to your size, I'm pleased to hear. But ANZ, there is just too many ANZ complaints out there, and you are throwing your good Suncorp people into a very bad system. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Caulfield, for your observations. I think it's important that you know that the board undertook a comprehensive strategic review, which included appropriate advisor input around the best options for all stakeholders before we entered into the compelling and legally binding agreement with ANZ. That, as I mentioned earlier, is now subject to a legal process through the Australian Competition Tribunal, so I'm not going to comment any further on that today, but I note your comments.

Craig Caufield
Shareholder, Private Investor

Thank you. I have some more questions, but I'll sit down if other people have got some.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. On this item or other items?

Craig Caufield
Shareholder, Private Investor

Similar. Similar and other items.

Christine McLoughlin
Chairman, Suncorp Group

Okay, I'll just see if any other questions in the room. Mary, Emma, sorry.

Speaker 28

Good afternoon, Chairman. I would like to introduce Peter Dart, who is attending today's meeting as a shareholder.

Peter Dart
Shareholder, Private Investor

Thank you very much, Madam Chair. I'm a shareholder, and I'm a professor in the School of Agriculture and Food Sustainability at the University of Queensland, and it's in that capacity that I've been undertaking research and writing about the effects of coal seam gas and coal mining on agriculture, and particularly in the iconic Darling Downs in the Surat Basin, where the productivity of the agroecosystem is equal to any in the world, as you probably know. This has developed over time.

The gas mining is causing subsidence that is occurring now and has occurred over the last 10 years, that is documented, and will increase into the future. This disturbs greatly the opportunity to farm sustainably and to farm at all, because it is uneven. It's not as though it just drops all over the place.

S ubsidence is an issue, as is aquifer leaking into the void that the gas extraction creates. Aquifer leaking is underpinning that wonderful agriculture that we all like to talk about on the Darling Downs, and it's also impacting the Great Artesian Basin, which is iconic as well.

There are about 13,000 wells at the moment, predicted to go to 23,000 within the next 10 years, of which 18,000 are going to be fracked. Why do I raise fracking as an issue for your company? Because millions of liters of water for each fracked well has to be taken away somewhere. There won't be enough pipes to take it to the collecting stations, I predict. As in the United States, these water, millions of liters, will be trucked to the disposal station, and they're contaminated waters, so they have to be disposed of properly.

Drilling operators with those 23,000 wells, as in the past, will be undertaken by private contractors in part, not by the companies themselves, so they're independent operators. Fracking creates earthquakes by its very nature. It's called a seismic. It is a seismic process, and earthquakes in the U.S., U.K., Canada, have caused considerable damage, billions dollars worth of damage. So that's an issue into the future that is along with climate change, of course.

To the question, Suncorp's Sensitive Sector Standards state that Suncorp will continue to invest in and underwrite mining services companies, such as companies that supply catering services to oil and gas operators, or in engineering, consultancy, and construction companies, and I've mentioned the construction of wells, for example, who are not directly involved in exploration, extraction, or production.

Does this mean that companies developing midstream infrastructure, such as the LNG terminals and transportation that I've mentioned, and storage of the water, for example, that unlock and enable oil and gas exploration and production will still be invested in? Would such projects be underwritten as well? This is in relation to Suncorp's Sensitive Sector Standards.

Christine McLoughlin
Chairman, Suncorp Group

Okay, thanks, Professor Dart. I'll make a couple of comments, and then I'll give our CEO an opportunity to comment further. Obviously, as I mentioned earlier in response to a question, we as a group are committed to supporting the economy-wide transition to Net Zero, and this does include supporting companies whose businesses are clearly consistent with the transition to a Net Zero carbon emissions by 2050. And the 10% revenue threshold allows us to do this.

We've been clear about our commitment to support companies that are transitioning, and our FY 2023 climate-related disclosure report is available on our website, and the details of the specifics of our 2025 thermal coal commitment, including this 10% threshold, is also available. The sensitive sector report has been more recently released, I believe, by the company. Did you want to make some additional comments on that, Steve?

Steven Johnston
CEO and Managing Director, Suncorp Group

Look, I think, you know, the policies that we've put in place in terms of our sensitive sector guidelines and the underwriting standards that we apply are very contemporary and very comprehensive, to the extent that mining services companies who are not directly involved in exploration, extraction or production, those issues do not apply.

W e would, in terms of the considerations that you put forward and the example you put forward, we'd make an assessment of whether those companies were involved directly in the extraction, and if they were, then would they be excluded—they would be included in our commitments and excluded otherwise, if we formed a view to the contrary.

Peter Dart
Shareholder, Private Investor

Is there any public disclosure of the way you address that issue?

Steven Johnston
CEO and Managing Director, Suncorp Group

Well, we don't necessarily go line by line through all of our underwriting. I'd only make the other point that sits on top of this is, I mean, Suncorp typically, particularly in our commercial insurance business, is largely focused, and that's our risk appetite, in the package business, which is small and medium enterprises and up into the mid-market. We are not, our risk appetite, as it currently stands, does not extend into those sorts of levels of infrastructure underwriting and certainly not investment in our bank.

W e don't have proposals in place to identify every underwriting proposal that we include or exclude, but I can assure you that there would be very, very, very few of them that we would consider on an annual basis.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Steve. Professor Dart, I'm going to go to microphone number one. We will be available, by the way, after the meeting, for discussion, over a cup of tea. But I just want to make sure I give all shareholders a chance to be heard. Thank you. Susan, we've got a shareholder on microphone number one.

Speaker 28

Good afternoon, Chairman. I'd like to introduce Michael Sanderson, who'll be attending today's meeting as a shareholder.

Christine McLoughlin
Chairman, Suncorp Group

Mr. Sanderson, was it?

Michael Sanderson
Shareholder, Private Investor

Yeah, Sanderson.

Christine McLoughlin
Chairman, Suncorp Group

Thank you.

Michael Sanderson
Shareholder, Private Investor

Clan MacDonald and Gowrie. First thing is just a comment. I noticed that Suncorp doesn't support the Voice or reject the Voice, chooses to inform. I'm sure it will inform people that the parliament, not local Aboriginal people, will decide the functions, procedures, and composition of the Voice. The Voice is rather, it disenfranchises local people, Aboriginal people.

Further on this topic, and I mean no disrespect to Aaron and his Welcome to Country, but I put it to the bank, the acknowledgement of Country has become a bit cliché. Its overuse has made it trite and superficial. I'm a Neanderthal man of a culture that goes back 430,000 years, a culture that's shared with indigenous Aboriginals.

Our cave art has survived over 60,000 years, probably because it's not located in the middle of an iron ore deposit exploited by a multinational. We were invaded by African Homo sapiens, represented by mitochondrial Eve, about 100,000 years ago. Why doesn't Suncorp support Neanderthals? And more importantly, why doesn't Suncorp and other banks offer indigenous people meaningless platitudes and at the same time degrade and withdraw critical banking services?

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. Sanderson. I think I understand your question. I did address a question, a number of questions actually earlier, that were received pre the meeting around the Voice and reconciliation, and the point that I made is that we see the referendum as one of the most important constitutional conversations in Australia's history, and we must each make our own decision, informed decision on how we will vote, and the corporation does not vote. It's individual Australians who vote.

Michael Sanderson
Shareholder, Private Investor

Yeah, I don't disagree with anything you've said there, but as I say, people think they're voting for something that will empower Indigenous people, when in actual fact, it doesn't. You've got a white fellow parliament that will choose who advises it, which is silly. No, I don't-

Christine McLoughlin
Chairman, Suncorp Group

I think, Mr. Sanderson, we'll note your comments. I'll just go back to the business of the meeting, if that's okay.

Michael Sanderson
Shareholder, Private Investor

Okay. I'd like to talk about branch closures and innovation, and you mentioned that the bank is eager to capitalize on opportunity. At a recent Senate committee investigation of branch closures, My State Bank, Tasmanian Bank, acknowledged its success in attracting customers and deposits was due to having branches to serve customers.

This clearly demonstrates that profit and deposits can be generated by increasing rather than decreasing services. To capitalize on this opportunity, why isn't Suncorp proactively opening branches where the big oligopoly are closing it? And I suppose that's more of Mr. Caulfield's question, where you've got an opportunity to float the bank and do something innovative.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. I'll make a brief remark, and then I'll ask our CEO, Steve Johnston, to comment. But we see the way customers are increasingly transacting with our bank across Australia. Steve, did you want to add some comments?

Steven Johnston
CEO and Managing Director, Suncorp Group

Yeah. We've obviously been a participant in and given evidence to the Senate inquiry on bank branch closures, and consistent with that committee doing its job as it should and doing that investigation, we've committed not to close any branches while the committee is doing its work, and we're respectful of that process.

I think it's very clear that as customer uptake of digital interactions increases, then that has reduced significantly the foot traffic that has gone through many of our branches. And I'll make the point, in some of the regional areas, we have to have a minimum number of staff in those branches to make them viable. We can't, you know, have people sort of in the branch on their own for periods of time, and you've got to assess, you know, assume levels of sickness, illness, absenteeism, and the like.

T hat has driven some consolidation of the branch network over the last two or three years, and I don't think we're different to anyone else. We do see a continuing role for the branch in banking. Clearly, there are customers that need to operate and utilize branches, and we've got to be, we have to be very conscious of that. We also have to understand where branches have closed, there are alternative means for people to transact. We take that into account, have taken that into account previously when we have interacted and changed branch infrastructure.

I think there is a clear trend, but we have to overlay that obviously with the social dimension and to make sure that we are catering for all of our customers in the most efficient way that we can, and the most efficient way for them.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. I'm going to go to microphone number four, if I can. Mr. Sanderson, I've got some questions. Thank you. I'm just trying to keep things moving. We'll see how we go with the time. Thanks. Laura?

Speaker 28

Good afternoon, Chairman. I would like to introduce Noel Johnson, who is attending today's meeting as a shareholder.

Noel Johnson
Shareholder, Private Investor

Hello, Mr. Chairman. I'm continuing on my comments from the last AGM about Suncorp Bank. And just to refresh your memory, I was a founding shareholder in Suncorp, founding member of Metway Bank, part of Metropolitan Permanent, so I've seen more go on than your management committee, who have been here a relatively short time. Okay, moving on. Last year, I said we wouldn't have had a dividend if it hadn't been for the bank's profits.

This year, I am pleasantly surprised to see the insurance returns have increased so much. But I do wonder, you, you've been talking so much about the hassles and the complications and the problems with insurance and weather and everything else, and yet the bank has continued to produce another profit and increase by AUD 102 million, with very little said about it. Now, as far as the bank goes-...

I pointed out last year that the bank deposits have actually been reduced because the bank's been trimming away its services. Trading in shares with margin lending went to St. George Bank. Trading went from share trade with Suncorp to CMC Markets.

After the AGM last year, I was told that Suncorp was closing all the wealth management accounts associated with share trading, and that my broker would appoint a new bank for my accounts. I was totally surprised the new bank was ANZ. You know, seeing I don't believe in coincidences. What surprised me more is that, as an investor, my dividends from a different Suncorp bank ended up in the ANZ account. I've since rectified that.

Now, I know the board has got to support the ANZ transaction, 'cause I assume you've signed an agreement that says you'll support it unless there's a higher offer. We know the Triple C was going to knock it back because they have to if there's lessening of competition. But many transactions they've knocked back have ultimately gone forward.

I'm resigned to, we may lose the bank. What I am not resigned to is, this transaction is supposed to be in the best interest of all stakeholders. When I had a look at my new ANZ accounts, I found ANZ pays less interest on savings, and their loan book is similar to Suncorp. I saw no benefit to me being a ANZ shareholder, and if this transaction goes ahead, I, along with quite a few investors I know, will be moving to a different bank.

I don't see that it helps bank customers. As a shareholder, I see that, becoming a pure insurance play, we're going to have erratic dividends and erratic earnings, whereas the bank is much smoother and more consistent, in my opinion. And then I had a closer look at our results, and Suncorp Bank has gone from 50% of our profits, increased to AUD 470 million this year. It's gone up.

New Zealand Insurance has dropped by a third, by AUD 50 million, and Australian Insurance has increased greatly to AUD 755 million, which I thought was wonderful until I saw that we've got to keep AUD 340 million back for reinsurance next year, and we've got to keep that back as capital.

W hen you take that AUD 340 million away, Australian Insurance actually has less available funds than we got from our Suncorp Bank. So I, as an investor, and I invest in a lot of companies, I'm only interested in earnings per share, dividends paid to me, and loyalty. Well, the dividends we're getting now have increased, but they're still not as good as they were 20 years ago before we merged with-

Christine McLoughlin
Chairman, Suncorp Group

Mr. Johnson, I might have to ask you to speed up a little-

Noel Johnson
Shareholder, Private Investor

Okay.

Christine McLoughlin
Chairman, Suncorp Group

Because I've got a few hundred shareholders.

Noel Johnson
Shareholder, Private Investor

My questions are very simple. Which stakeholders are actually benefiting from this takeover? Number two, why aren't all the funds from the sale going back to shareholders? You're keeping it for various purposes, and I would assume, assume if Suncorp's insurance arm is so profitable and so good, that it doesn't need to be propped up by funds from the bank sale.

T hirdly, I asked this last year, seeing that you would be getting rid of a company that is no longer profitable or takes too much management time to look after, I assume you would reduce the seats on the board. And seeing Suncorp has been responsible to 35%-50% of the dividends, the earnings, I would assume the board could be reduced by 35%-50%.

Christine McLoughlin
Chairman, Suncorp Group

I'm going to call.

Noel Johnson
Shareholder, Private Investor

Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Johnston. There's a lot in that. We note your comments. I think most of the points around the financial performance of the business were addressed in the CEO's address, and comments in relation to the sale of the bank were addressed in my address and also in the pre-submitted questions answered earlier.

I'll just reconfirm that if the approvals are received, that Suncorp does remain committed to returning to shareholders any capital that is in excess of the needs of the business, and we continue to look at that in a dynamic way. Now, as I mentioned before, because of the tribunal process, I'm very limited in being able to say anything more today.

In terms of your comments on the board, I did make a comment as well in my opening address around the importance of board stability when you're going through such a significant transaction. This transaction was announced in July of last year. It has been delayed, and I can assure you that everyone around this board table has been working tirelessly in the interests of shareholders and the company since that time. So I am going to ask that shareholders keep their questions brief, because I want to be respectful of all of the people in the room. So...

If you have general comments to make, I'd like you to grab my colleagues in, over a cup of tea, at the end of the meeting and perhaps make those, and just stay with questions that relate to the business of the meeting, if that is okay. So, Susan, you have a question on mic 1?

Speaker 28

Thanks, Chairman. I'd like to introduce Rad Pilcher, who'll be attending today's meeting as a shareholder.

Rad Pilcher
Shareholder, Private Investor

I just normally don't like speaking, but I'd like to pay the Suncorp a compliment for holding the AGM and AGM, because especially a hybrid AGM, because Treasury let us down when they drafted the things for the electronic, the digital thing. There's no provision, there's no safeguard or a compulsion by this company to hold a hybrid meeting, the way I understand it. And so I'd like to acknowledge and thank you for allowing us to have this.

But I do make a suggestion. Since Treasury let us down with drafting the Corporations Act, is it possible to put it into the constitution, something along the lines that we're basically compelled to hold a hybrid meeting? Except if the State Health Minister or the Federal Health Minister says, "No," you're compelled to hold a digital meeting.

Christine McLoughlin
Chairman, Suncorp Group

Okay, thanks, Mr. Pilcher, and, I'm pleased that you raised that. It is quite difficult chairing hybrid meetings because you, you have questions coming at you online as well as in the forum, which you're all seeing. But, our constitution does not expressly allow for purely virtual meeting.

If we were going to do that, we would have to amend our constitution, and if we were going to amend our constitution, we would have to bring that amendment to shareholders at an AGM, and that would require 75% approval. This year we certainly felt an in-person meeting in Brisbane, as well as enabling shareholders to participate virtually, was the most appropriate approach. And we're certainly taking learnings and feedback from today. So thank you for your comment.

Rad Pilcher
Shareholder, Private Investor

I'd like to point out, what about if the T20 pressure you into holding a virtual meeting? Because it's happened to one of another company that I hold got shares in. There's nothing stopping the T20, the biggest group, from demanding that you hold only a virtual meeting.

Christine McLoughlin
Chairman, Suncorp Group

We'll note your comments. We, all of my colleagues and I, enjoy meeting the shareholders in person, so we're not looking at this stage to-

Rad Pilcher
Shareholder, Private Investor

So you're not prepared to put a bit of safeguard?

Christine McLoughlin
Chairman, Suncorp Group

Not at this... No. Thank you very much. I'll-

Rad Pilcher
Shareholder, Private Investor

The other thing I would like to point out is, we talk about the progress of digitizing and the benefits of the digital world. Since I've been coming to this meeting from about 2015, somewhere around 2015, I have seen no progress in the digital format here. You people still there. As far as I can see, there's no need for you to display all the voting.

Christine McLoughlin
Chairman, Suncorp Group

Okay, I think what we're going to do now is I'm going to move on, if that's okay, because I take your point. We try and do our best to give as much information as we can through our speeches, through what we put on the screen, through our notice of meeting, through our annual report. We have a multitude of stakeholders, all of whom have very different expectations, and we try to do our best to cater to all.

Rad Pilcher
Shareholder, Private Investor

There's no need to know the votes. You people don't need to know the votes.

Christine McLoughlin
Chairman, Suncorp Group

Okay. Thank you, Mr. Pilcher. Okay, so do we have more questions online, Michelle? Because otherwise, I'll go to microphone number two, then three-

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Yes.

Christine McLoughlin
Chairman, Suncorp Group

Then I'll-

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. Yes, we do have one question online, and it comes from Kah Fatt Tan. And the question is:

Kah Fatt Tan
Shareholder, Private Investor

Does Suncorp have a plan B if the takeover of Suncorp Bank by ANZ is not approved by the authority? Is a demerger a possible, a viable option?

Christine McLoughlin
Chairman, Suncorp Group

We're publicly on the record for maintaining that we are fully committed to the Suncorp Bank while the approval process continues, and if it's not approved, then we will continue to retain the bank. We have a robust organic plan, and that is being executed on and will continue to be executed on. Thank you.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

I confirm we do have another question online, and this question is from Adam Phillips, and he asks:

Adam Phillips
Shareholder, Private Investor

Will Suncorp be entering into consultations with staff to develop a new enterprise agreement?

Christine McLoughlin
Chairman, Suncorp Group

Well, we're always reviewing the terms and conditions of employment that we offer to our employees, to ensure they're contemporary, compelling, and appropriate for both Suncorp and our employees. We also regularly seek feedback from our employees and will consult as is appropriate.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Chairman, that concludes the questions received via the online platform for this item of business.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. I'm just going to take a couple more questions from the floor, then I would like to move to the next item. I'm going to go to microphone three first, Mr. Caulfield, because you've already had one go. Is that okay? Thank you. Microphone number three. Emma?

Speaker 28

Chairman, I'd like to introduce Kate Patterson, who is attending today's meeting as a shareholder.

Kate Patterson
Shareholder, Private Investor

Thank you. Good afternoon, Chair and directors. I'd also like to thank Aaron Ruska for his evocative welcome to Country, to Yuggera Country, earlier, reminding us of the importance of the lands and the communities where we live, love, work, play, and protect. I've spent 20 years working as a strategy consultant, writing business plans and helping evaluate risk.

I'm also a graduate of the Australian Institute of Company Directors. I know you've already commented on the sensitive sector standards and the exclusions that you have planned for that. So those exclusions enables Suncorp to underwrite and invest in companies that have business plans clearly consistent with the transition to Net Zero by 2050.

I 'd like to understand how Suncorp is assessing those transition plans to ensure that they're robust. So including which emissions reduction scenarios is Suncorp measuring the plans against, and what accountability structures and disclosures can we expect to see to ensure that these assessments are robust? Also, considering wanting to ensure that this isn't exposing the company to the risk of greenwashing, given the ACCC has highlighted the importance of this.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Miss Patterson. I'll give the CEO an opportunity to make a couple of comments around what's actually happening in practice. But over the coming financial year, we are going to progress the calculation of our finance emissions, and these metrics will be used to inform emission reduction targets and supporting action plans. As you know from your extensive studies, this is, this is never simple, and the interdependencies are something we talk about quite often. But we are continuing to develop Suncorp's Net Zero transition plan and those pathways. But Steve, did you want to add any particular?

Steven Johnston
CEO and Managing Director, Suncorp Group

The only point I'd make, Chairman, on top of what you said, is that we have a fairly straightforward set of exclusions at the moment around oil, gas and obviously thermal coal. As we work our way through establishing those transitions and the transition impacts that you mentioned.

We will be looking at exactly the things that you mentioned. How do we measure that? How do we ascertain the viability of the transition work that each and every one of the individual companies that we're looking at is undertaking? So that's work in front of us as we work our way through how that is calculated. At the moment, we have a pretty straightforward set of exclusions, but we do acknowledge that there will be some role for transition as we work our way through.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. So I'm just going to take one more question, or two at max, from the floor, because I do want to move on with the other items at the meeting, if people are comfortable. We have another question from a new shareholder, Emma, at number three.

Speaker 28

Yes. I would like to introduce Jim Elliott, who is attending today's meeting as a shareholder.

Christine McLoughlin
Chairman, Suncorp Group

Elliott, was it? Mr. Elliott?

Jim Elliott
Shareholder, Private Investor

Jim Elliott, yep.

Christine McLoughlin
Chairman, Suncorp Group

Thank you.

Jim Elliott
Shareholder, Private Investor

Jim, Jim Elliott. As you will gather, there's a lot of unease and worry about the sale of the bank. Now, I know that the board has done a lot of work on this, and we compliment the board on that. But in recent months, there's obviously been criticism and a lack of acceptance by the government authorities and also by economists. You will no doubt remember the comment in the Australian newspaper a few weeks ago, suggesting that things should be a lot better.

As a shareholder, one of the things which bothers me is we are still not fully aware, following those criticisms, in answer to those criticisms, what is going on? Fair enough, you can't say much at this meeting, but one would like to see a much clearer picture of reasons for selling the bank. And also, obviously, answering the criticisms which have been made. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Elliott. We were quite comprehensive in our disclosure at the time that we announced the sale of the bank, as to why it was in the interests of shareholders, customers, and employees to do so. Unfortunately, as you rightly state, I am quite constrained with what I can say at present because we are involved in a process with the Australian Competition Tribunal, which is a legal process.

I can assure shareholders that as and when we have any new information that we are able to disclose, we will ensure it is disclosed in real time, as we always do. So thank you for your... And I've noted your concerns. I have another new shareholder from microphone number three. Sorry, Mr. Caufield, I'm just going through new faces first. Yeah.

Speaker 28

Chairman, I'd like to introduce Spiro Arkousis, who is attending today as a shareholder.

Spiro Arkousis
Shareholder, Private Investor

Thank you, Madam Chair. Thank you so much for organizing that I can actually ask a question or two. My question is relating to the merger or the acquisition by ANZ of Suncorp. As all shareholders want to do the best that they can with any bank that they're dealing with, historically, I've had a very good relationship with ANZ, and they have performed well, but of recent years, they've lapsed a little bit in the way that they've been performing for their own customers.

Now, in saying that, historically, you may be aware of the landmark acquisition that ANZ did some years ago. There has been, at that time, issues with helping the customers who were in that acquisition, and there was many, many banks took over properties because of failures.

Now, we're hoping that if this merger and acquisition goes ahead, that the customers of Suncorp would be looked after by ANZ and not left behind. As a plan B, you know, would Bendigo be another option? Because it would be a similar price, similar acquisition costs. Would that be something that the board would consider as a secondary backup if the ANZ acquisition didn't go ahead?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Vero. As I've said, you made some comments about customers. This is a shareholder meeting, so I'm going to focus on shareholder issues. The company entered into a legally binding agreement last year with ANZ. We are currently in a process with the Australian Competition Tribunal, and I'm not gonna make any further comments on that. I take your suggestions on board, but, thank you for your comment.

Spiro Arkousis
Shareholder, Private Investor

Thank you, Madam Chair.

Christine McLoughlin
Chairman, Suncorp Group

And I'll also, the CEO might like to add to that.

Steven Johnston
CEO and Managing Director, Suncorp Group

Can I just add to cover off a couple of the questions. There is a public site, the ACCC site, which is a public register that includes, albeit redacted, evidence that's been provided by all parties to this transaction, all interested parties.

In my case, I've put five witness statements on. Other executives, colleagues have also put witnesses on which detail in a very comprehensive view of the strategic rationale and many of the answers, in our view, to the questions. We don't want to re-articulate that in this forum, but it is available, albeit redacted. I think if you have a look at it and read it, you'll get a good sense of the things that we've been talking about and the evidence that we've provided.

Christine McLoughlin
Chairman, Suncorp Group

Thanks.

Spiro Arkousis
Shareholder, Private Investor

Thank you, Mr. Johnston. Thank you, Madam Chair, that the board will be available after the AGM to have a cup of tea and ask some other questions, if that's possible.

Christine McLoughlin
Chairman, Suncorp Group

Well, unless it's midnight at this rate. I'm going to crack it up a bit now.

Spiro Arkousis
Shareholder, Private Investor

Thank you. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

O ne more question from you, Mr. Corfield. A brief one, if that's okay. Then I want to move on to the formal resolutions for the meeting.

Speaker 31

Thank you. I would just like to push back on that a little. I don't think it's fair. You did ask a question, you know, is everyone reasonable for us to move on to the next resolution? In 100 years of Suncorp, or whatever the history is, separating the Suncorp Bank from Suncorp Insurance, what other events have been bigger than that? We need to debate this.

You know, most of your answers are, "No, I'm sorry, I can't talk about this. I'm sorry, there's a legal process." We heard through Ms. Bain relaying questions that people were concerned about it. We've heard over here people are concerned about it. The ASA, through all of their millions of shares represented, concerned about it. My people are concerned about there's not enough being discussed.

I feel as if you're trying to whitewash through this, and let's get to our cup of tea that's been mentioned three times. I love a cup of tea, but I come here, and people have traveled from interstate and flown here for these things. I think we need a bit more time, and I've been to many AGMs that go a lot longer than this.

Christine McLoughlin
Chairman, Suncorp Group

This AGM can go for as long as it needs to, Mr. Corfield. All I'm saying is there's nothing more that I can say at this meeting around the sale of the bank.

Speaker 31

There, there may be nothing more you can say, but I think the shareholders can register either their protests or concerns, and there may be some questions that you can answer.

Christine McLoughlin
Chairman, Suncorp Group

Well, if there are other questions from other shareholders who have not had an opportunity to speak, I assure you that I will hear from them.

Speaker 31

The competition watchdog, in rejecting ANZ's takeover of Suncorp Bank customers, cited Big Four banks taking over small banks as a threat to competition. My earlier recommendation to float the bank, or indeed, with the previous gentleman, merge with Bendigo, responds to the regulators' concerns. Merging Suncorp into Bendigo would create a fifth pillar.

Macquarie Bank's growing organically at such a rate, it's only a matter of time. six years, they'll become a sixth pillar. six pillars policy created from a Bendigo merger that you could start, that you could instigate, will increase competition, better protect Suncorp bank customers than ANZ by far, and benefit all of Australians. My question is: will the Suncorp directors reconsider merging with Bendigo, noting that the watchdog's already likely to approve this?

Now, you did mention before in response to a question that Suncorp has a plan post-ANZ, should it fail, for organic growth. For your own organic growth, that's excellent. So clearly, you've discussed plans post-ACCC, if they reject it. So is carving off the two different divisions and is considering Bendigo an option? Or is this a? Has ANZ imposed, you know, some silencing condition over you?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Corfield. We have got a legally binding agreement with ANZ, which is subject to three approvals, which I mentioned earlier. We are going through the Australian Competition Tribunal process now. The ACCC, and indeed, the tribunal, cannot force Suncorp into any sort of regional tie-up. The application is an ANZ application for competition approval, and the role of the Australian Competition Tribunal is to consider the effects on competition of the proposed sale to ANZ, as well as the public benefits.

We are obviously going to work methodically through the tribunal process based on the evidence, as our CEO said, much of which is already on the public record through the ACCC submissions, and you can look at those to understand the thinking applied by your board in looking at the various alternatives before we made the decision to sell the bank to ANZ.

Speaker 31

... I've looked at the ACCC. In fact, my submission was the last public submission to be entered, so I know the ACCC website very well, and all of the submissions that are there. I don't think the submissions, albeit, Mr. Johnston, that you've got multiple submissions there, I don't think there's enough care and diligence from all of the directors looking at how the customers will be treated at ANZ. You know, I've been a customer of ANZ for 42 years, and-

Christine McLoughlin
Chairman, Suncorp Group

Can I ask our, the CEO of our bank, Clive van Horen, who is leading a customer-obsessed team, just to make a couple of comments around servicing of bank customers now and going forward? And then, Mr. Corfield, I'm actually going to move to microphone number one, because Mr. Sanderson has another question.

Clive Richard Van Horen
Former CEO, Suncorp Group

Thanks, Mr. Corfield. Yeah, you know, I won't speak on behalf of ANZ, but some of the facts are ANZ is spending AUD 4.9 billion, which is a lot of money, nearly AUD 5 billion, to buy Suncorp Bank. They have stated publicly on the record repeatedly that they're buying Suncorp Bank because there are many good things about Suncorp Bank, and as the chair referred to, a big part of what we've done at Suncorp Bank is to try and focus on our customers and drive that customer obsession culture.

A NZ CEO said repeatedly, and I'm remind you as well, that the current leadership of ANZ is not the leadership that managed the landmark acquisition many years ago. The CEO said repeatedly that one of the reasons they're buying Suncorp Bank is because of the strength that we have, the strength around our customer relationships, the strength of our customer obsession.

S pending AUD 5 billion, I don't think it's very rational to say, spend AUD 5 billion for something and then to destroy that. So I think that is an important statement of commitment and intent that ANZ has made, and I probably shouldn't say any more on their behalf other than what they've said publicly.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Clive, and thanks, Mr. Corfield. I'm now going to go to microphone number one.

Speaker 31

I'd be happy to just respond to Mr. van Horen's comments, because-

Christine McLoughlin
Chairman, Suncorp Group

I'm sorry, you're taking up a lot of the meeting's time, and I think-

Speaker 31

Well, I'm happy to come back, but I'm not happy for you to proceed to further resolutions. I'm happy to make my way for any other shareholders that are here.

Christine McLoughlin
Chairman, Suncorp Group

Okay, thank you. I'll hear from-

Speaker 31

I'd like to talk again later.

Christine McLoughlin
Chairman, Suncorp Group

If there's a new topic to discuss, I think we've discussed as much as we're going to in relation to the questions you have.

Speaker 31

I have other topics.

Christine McLoughlin
Chairman, Suncorp Group

Thank you.

Speaker 28

Thanks, Chairman. I'd like to introduce again Michael Sanderson, who's attending today's meeting as a shareholder.

Michael Sanderson
Shareholder, Private Investor

All right, nothing is worth in there, Chair. Endangered species. If it was a swift parrot or a bilby, it'd be protected. Scams. The majority of scams are digital. This stuff doesn't get scammed that much. It works everywhere in the country. It'll work in Oodnadatta. It'll work in the middle of the Simpson Desert. It'll work on remote Indigenous. Macquarie Bank and Bankwest have undertaken to go cashless. What is Suncorp's position on going cashless?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. Obviously, I spoke at length in my introductory remarks about frauds and scams, and we agree with you. It's a significant issue for society, but this is being driven by consumers, and it's being driven by demand as to how people want to transact.

But what we're doing is we are strengthening our capabilities to protect our businesses and our people and our customers, to help them understand how scams play out and also the growing threat of financial crime. And we are doing this in collaboration with organizations like the Australian Banking Association, various customer forums. We've also got new warning messages in our secured two-factor app and in our SMS online codes.

Unfortunately, it's Suncorp cannot stem the tide of people moving away from cash and to move to transact online. What we need to do is adapt our business to enable us to be as secure as we possibly can in that environment.

Michael Sanderson
Shareholder, Private Investor

People moving away from cash, I think, is a bit of a furphy. If one withdraws a service, it leaves people no opportunity. They don't have an alternative.

Christine McLoughlin
Chairman, Suncorp Group

There are many statistics in my hands, but I'm happy for us to tell you about the growing trends of how people are transacting and the use of cash.

Speaker 31

You listen to the NAB addressing the Senate committee on statistics. I'd suggest you have a look at it.

Christine McLoughlin
Chairman, Suncorp Group

Okay.

Michael Sanderson
Shareholder, Private Investor

There are statistics, and-

Christine McLoughlin
Chairman, Suncorp Group

Thank you

Michael Sanderson
Shareholder, Private Investor

... there's lies, damn lies, and statistics.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson.

Michael Sanderson
Shareholder, Private Investor

Thank you.

Christine McLoughlin
Chairman, Suncorp Group

I have a new shareholder at microphone number two, and then I am going to move on. I just... I believe, Mr. Corfield, you've asked four questions already, so I think that's reasonable for this item of business. You can take questions to the next item of business if you'd like. Number two?

Speaker 28

Good afternoon, Chairman. I would like to introduce Moira Corfield, who is attending today's meeting as a shareholder.

Moira Corfield
Shareholder, Private Investor

Good afternoon, Madam Chair, Suncorp board, and everyone here.

Christine McLoughlin
Chairman, Suncorp Group

Excuse me. I'm sorry, I'm going to interrupt you. You're being filmed. I don't think we should be filming any person in this room, Mr. Corfield.

Moira Corfield
Shareholder, Private Investor

That's my husband.

Christine McLoughlin
Chairman, Suncorp Group

Oh, okay.

Moira Corfield
Shareholder, Private Investor

That's right.

Christine McLoughlin
Chairman, Suncorp Group

I'm sorry. I was just worried that someone was recording you-

Moira Corfield
Shareholder, Private Investor

Thank you

Christine McLoughlin
Chairman, Suncorp Group

without our consent.

Moira Corfield
Shareholder, Private Investor

Thank you so much. As a shareholder, I'm very concerned about ANZ's takeover, and I know you can't comment, but I would like to have my say. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

... Can we make it brief, please, Mrs. Caulfield?

Moira Corfield
Shareholder, Private Investor

I will. I will.

Christine McLoughlin
Chairman, Suncorp Group

Because we've spent-- I just want questions, yeah.

Moira Corfield
Shareholder, Private Investor

Sure, sure. I personally met with the ANZ CEO, Mr. Shayne Elliott, in a one-on-one meeting last November, to which we had an agreement with our family. Since that meeting, Mr. Elliott has dodged, ducked, and weaved, and is now backpedaling on his agreement with our family. He has been misleading and is a promise breaker.

Why on earth would you merge with ANZ when the regulator has said no to the merger for very good reasons? In essence, to protect Suncorp customers from being thrown under the bus. My question, Madam Chair, if the leader of ANZ can be so misleading to me and my family on a micro level, then what assurances can the board give our Suncorp customers to not experience what my family and tens of thousands of ANZ customers have experienced? Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. I can, I can assure you that when we looked at the strategic options for the bank, and we looked at the importance of a values alignment around our customers and employees, that was a very important consideration for the board, and appropriate levels of due diligence were done. I'm sorry that your family have had the experiences that you've had, but it's not our expectation of the partner that we would be dealing with going forward if all approvals were to go ahead.

Moira Corfield
Shareholder, Private Investor

Thank you, Madam Chair.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. Okay, I'd now like to move on to the formal matters of the meeting, please, Michelle. Okay, everyone, so for the information of everyone participating, I can now confirm that we have a total of 692 shareholders, proxy advisors, and other attendees participating in today's meeting, which is why I am going to start imposing some rules on how many questions people are asked. That's 692 shareholders. Everyone should be given an opportunity.

Having now addressed general questions and comments, we will now move to the two remuneration-related items of business. First, I'd like to introduce the advisory vote on the 2022/2023 remuneration report, which all shareholders have had the opportunity to review.

Our board believes remuneration arrangements, as outlined in the remuneration report, are strategically aligned and competitive, and the remuneration outcomes delivered to the executive team are fair, reasonable, and aligned to shareholder outcomes. I would like to update shareholders present today on feedback we received prior to the AGM on some aspects of our remuneration. This feedback was provided by some key institutional shareholders and the Australian proxy advisors.

First, I will address the feedback received in relation to the inclusion of the new non-financial measures in our long-term incentive performance grants going forward. Many shareholders would be aware that our regulator, APRA, through a new Remuneration Prudential Standard called CPS 511, requires LTI grants to have a material weighting on non-financial measures, together with longer deferral periods. This is a regulatory requirement we must now comply with.

After engagement with APRA, we determined a 70% allocation of financial measures and a 30% allocation to non-financial measures in our FY 2024 long-term incentive plan was appropriate and reasonable. The methodology to be used to assess the measures is set out in the Notice of Meeting, which you all have.

The second matter we received feedback on related to the treatment of the FY 2021 long-term incentive, which was originally approved by shareholders for the Group CEO in 2020, with executives receiving awards on the same terms. The award was originally due to be tested against the performance measure at 30 June 2023, being the end of a three year performance period.

Given the bank sale was announced last year and completion was expected to occur within FY 2023, it was decided by your board to bring forward the testing of the FY 2021 grant to 30 June 2022, being one year early. This was undertaken because if the bank sale had occurred as anticipated at the time, it would have distorted the calculation of the financial measures being assessed and the resulting performance outcomes.

When a resolution was put to shareholders at last year's AGM that the FY 2021 LTI award would be tested one year early, as at 30 June 2022, it was supported with a 95.9% vote from our shareholders. As the bank sale has not yet completed, the FY 2021 LTI awards were able to be tested in the normal course at 30 June 2023.

Given the strong operational and financial performance of the company, including a 60% shareholder return over the full three years and the ongoing need for executive stability, the board determined it was fair and reasonable for an additional grant of rights to be made. The circumstances faced at 30 June 2023, in particular, the uncertainty of the timing of the bank sale, are unlikely to be repeated....

The board's decision regarding the FY 2021 award. Awards should not be reviewed as reflective of our future intentions regarding any other LTI awards. All of this detail was included in the remuneration report and the notice of meeting. Your board values the range of feedback we've received on the remuneration report, and that will help inform our approach, approach in the coming years. I will now consider the advisory vote on the 2022/2023 remuneration report.

Details of direct votes and proxies lodged prior to the AGM in relation to this resolution now appear on the screen. I hope all shareholders online can also see that. Michelle, could you please read any remuneration reports that have been received in advance of the meeting? Questions, sorry.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. We have received some questions from shareholder, Mr. Steven Burrows. Mr. Burrows' first question is:

Steven Burrows
Shareholder, Private Investor

In the FY 2023 remuneration report, how did the board arrive at a stretch performance outcome for market share growth for Insurance Australia when Suncorp market share did not grow?

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Mr. Burrows. We look at our market share outcomes based on written units or, as you would recognize, number of policies for consumer insurance. This includes our personal home and motor insurance and excludes CTP and commercial policies. The target being based on unit market share for consumer insurance only, and our market share exceeded our stretch goal.

This was driven particularly by a strong performance in the personal motor portfolio. This was offset by a slight contraction in the home market share, and performance outcomes against all our short-term incentive group scorecard measures are disclosed, I think, in pages 82 and 83 of our annual report. Are there any more questions online, Michelle?

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

There's another pre-submitted question from Mr. Burrows, and he asks:

Steven Burrows
Shareholder, Private Investor

Could the board explain why the state market-leading and high NPS scoring motor clubs such as RAC WA, RAA SA, and RACT, do not form part of the Suncorp Group Insurance Customer NPS comparator group, particularly when these motor clubs represent larger competitors than Coles and Woolworths?

Christine McLoughlin
Chairman, Suncorp Group

Thank you for that question. The comparator group, and again, this is set out in the notice of meeting, and also our annual report, is based on a selection of price challenger brands who've generally grown above the market in the last five to 10 years, high quality and trusted brands, auto clubs, niche and mass brands.

Suncorp has a, a diverse portfolio of brands, and we've therefore chosen a comparator group to align with the market dynamics and breadth of our portfolio. There was not an active decision not to include the brands that you've suggested, but rather a pragmatic choice to select brands which are representative of market dynamics.

In addition, performance is assessed based on relative improvement or change in what we call the NPS, which is the Net Promoter Score, and the Net Promoter Score that companies have at the start of the performance period is normalized. Thank you, Michelle.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Thank you, Chairman. That concludes the questions received in advance for this item of business, and we can now move to questions in the room.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Michelle. I think, Samantha, on item number two, we have a question from Mr. Whittington at the ASA.

Speaker 28

Yes. Good afternoon, Chairman. I would like to reintroduce, Mr. John Whittington from the ASA.

Christine McLoughlin
Chairman, Suncorp Group

Can we put the votes back up, please? Oh, no, we can't, because we need to see Mr. Whittington. Sorry.

John Whittington
Proxy Holder, Private Investor

Madam Chair, I'd like to say the report is one of the clearest I have read, and to a large degree, communicates the structure and outcome very well without taking interminable numbers of pages on unnecessary detail. There are some excellent graphics which I haven't seen elsewhere, and it would be good to see more companies use them. So I'd like to say well done to all those involved. Remuneration reports can be very difficult to read, and yours was one of the easiest, so we have to give credit when someone communicates better.

Christine McLoughlin
Chairman, Suncorp Group

Well, we have a very good remuneration committee chair, Sylvia Falzon, who spends a lot of time with the the leadership group on making sure it's as, it's clear. So thank you for that feedback.

John Whittington
Proxy Holder, Private Investor

I would like to follow up on the question asked by the gentleman at microphone three, but to which I didn't hear a clear answer. If the sale of the bank proceeds, this will result in a reduction in the market cap and complexity of the company. Can shareholders expect directors' fees to be reduced in light of the reduction in size and complexity of the company?

Christine McLoughlin
Chairman, Suncorp Group

I think it's fair to say that we will review. We review directors' fees every year, and they will be reviewed in financial year 2024. And at that time, we'll consider all of the factors, including the market cap, as you say, and the complexity of the company at that time. I will also add that, director fees have remained at the same level since 2016, and that the NED fee cap, non-executive director fee cap, has remained the same since 2007. But I note your comments. Thank you, Mr. Whittington . I have a question from microphone number one.

Speaker 28

Good afternoon, Chairman. I'd like to introduce Rad Pilcher, who's attending today's meeting as a shareholder.

Rad Pilcher
Shareholder, Private Investor

... I just, I'm always suspicious with a remuneration report, because I looked at the last online, the top 20, and four of them are a listed public company who go through the same process as you people. And I feel it, that it's a bit dodgy, because it just basically guarantees a spiral, upward spiral of increasing your own benefits.

The other thing I wanted to point out is, when you mentioned 90% of people or shareholders support, half-- That's not 90% of eligible shareholders who could vote, because my understanding, that 90% comes out of approximately 4% or 5% of eligible shareholders who actually vote, and this is confirmed by my research with Link Market and Computershare. Is that correct?

Christine McLoughlin
Chairman, Suncorp Group

No, that's not correct. No. It's, it is 91 at the moment, the proxies received prior to-

Rad Pilcher
Shareholder, Private Investor

No, I'm talking about individuals, sorry.

Christine McLoughlin
Chairman, Suncorp Group

Yeah, no, the vote is measured by number of shares held.

Rad Pilcher
Shareholder, Private Investor

I realize that, but when it's presented to the public, you give the impression that 91% of shareholders voted, and that's the actual wording. Maybe in the future, when you make a public statement, present it that only of eligible voters and include the... You always talk about trying to encourage more shareholder participation, and everything I see is a disincentive to participate.

Christine McLoughlin
Chairman, Suncorp Group

Note your comments. Thank you. We have another question from Mr. Corfield at microphone number 2 in relation to the remuneration report, which we're now considering.

Speaker 28

Yes, Chairman, I would like to reintroduce Mr. Craig Caufield, who is here as a shareholder.

Craig Caufield
Shareholder, Private Investor

Thank you. You did say I could ask more questions prior, then you closed it, so it's not relating to the rem report. Might, might be-

Christine McLoughlin
Chairman, Suncorp Group

This item of business-

Craig Caufield
Shareholder, Private Investor

It's not regarding ANZ.

Christine McLoughlin
Chairman, Suncorp Group

This is around the remuneration report now. I will create an opportunity at the end of the meeting for questions that are necessary, that are not related to the resolutions, but I want to respect the shareholders here.

Craig Caufield
Shareholder, Private Investor

Well, let me frame this in terms of remuneration. How is remuneration affected in terms of farm debt mediation for farmers that have issues with banks, with Suncorp? So, farm debt mediation was one of Commissioner Hayne's recommendations out of the Royal Commission. A national, that's national farm debt mediation, a nationally consistent scheme.

Now, all of the banks have said, "Yes, let's do it nationally consistent." The ABA has said, "Let's do it nationally consistent," and it dates back 10 years that I can see, and nothing's been done. It would be in your interests and our interests and farmers' interests to say, "Let's have a cohesive national farm debt mediation.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Caufield. In our scorecard for our annual performance assessment, we have risk metrics and customer metrics, and they take into account a range of different factors, so I'll take your feedback back as well. Thank you. Are there any more questions on the remuneration report, resolution number one? Yes, we have one from Mr. Sanderson at microphone number one.

Speaker 28

Good afternoon, Chairman. I'd like to reintroduce Mr. Michael Sanderson, who's attending today's meeting as a shareholder.

Michael Sanderson
Shareholder, Private Investor

Hello again. Executive remuneration. Now, the ACCC, in their determination regarding the takeover of Suncorp by ANZ, stated, and I quote, "There is an accommodative and synchronized approach to pricing between the major banks, which was not unexpected and is enabled by the oligopoly market." It is generally considered by the great unwashed that executives are paid well in excess of their worth.

The most recent obscene example of this is a high-profile case of the CEO of Qantas and the complacent board. Didn't he do well? Voting at this bank AGM by those in the room will have no bearing, as represented on the board, will have no bearing on remuneration, as the decision has already been made by the 278 institutional shareholders that enjoy the same disproportionate reward for maintaining the self-serving status quo. Is it not the case in this oligopoly market that one must toe the line or be ostracized, shunned, and cut off from the disproportionate reward?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. As I said in my introductory remarks, we take feedback from institutional shareholders and proxy advisors on our remuneration outcomes, and I played that back to the meeting so that you all got the benefit of that. And I can assure you that all of the votes that are on the screen are shareholders who want to vote but could not come to the meeting. So I'm going to thank you for those observations, and I'm going to go to microphone number four, and take a question on the remuneration report from microphone number four.

Speaker 28

Good afternoon, Chairman. I'd like to reintroduce Noel Johnson, who is a shareholder.

Noel Johnson
Shareholder, Private Investor

I'd like to say that remuneration has to be the biggest headache that I think most boards have to deal with, because you can't make anyone happy. It doesn't matter what key management parameters you pick, there's always someone who's going to disagree with it. Now, I'd like to say, I think Steve's done a very good job over the last few years, especially with the floods, and he did a pretty good job as, when he was the financial officer as well. The other board members sitting for re-election, I think they've done a reasonable job compared to directors over the years.

My comment is to the three of them. It's not going to make any difference to the voting, but I'd like you to know that the feeling against the bank sale is so strong that I, and I'm sure a few other holders, are voting against the resolution and re-election of members simply because we don't have much other way of demonstrating our opposition to the sale. But so don't be worried if the numbers for the no vote are a little bit higher. You've still done a reasonable job. It's just that one factor that's upset a few of us. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Johnson. Okay, I think that's all of the questions on the remuneration report. So, don't believe we have any on the phone line.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Chair, then I confirm there's no online, or phone, questions that have come through.

Christine McLoughlin
Chairman, Suncorp Group

Okay. So as that addresses all questions on the remuneration report, would you please now use, now vote using your voting card in the online portal, the Link Vote app, or your paper voting card? Details of direct votes and proxies lodged, as I mentioned before, large part of the AGM, are shown on the screen and the slide, hopefully you can all see.

Taking into account the direct and proxy votes shown on the screen and the total number of shares being voted today, it appears Resolution one will be passed. I'm now going to go on to resolution number two, and this next item of business is to seek shareholder approval for the grant of 230,867 performance rights to your Group CEO and Managing Director, Steve Johnston.

These performance rights will represent the group CEO's long-term incentive remuneration for the 2024 financial year. The purpose of the long-term incentive allocation is to focus the group CEO on the company's long-term business strategy, align his interests with those of shareholders, and support the creation of long-term shareholder value.

As I mentioned earlier, APRA's Remuneration Prudential Standard CPS 511 now requires a long-term incentive plan to have a material weighting on non-financial measures. Accordingly, your board has determined the most appropriate non-financial performance measures for the FY 2024 long-term incentive offer are Relative Net Promoter Score, which is based on an aggregate of Suncorp's Australian insurance brands and Relative Trust and Reputation.

The board believes these measures are appropriate because they're linked to the strategy and long-term value creation, performance can be assessed against an appropriate comparator group, and they are independently measurable.

The methodology to be used to assess these measures is set out in the notice of meeting. These two measures have a combined weighting of 30%. In addition, and until the sale of the bank is confirmed, we have retained two market measures based on relative total shareholder return, with a combined weighting of 70%.

Performance is assessed over a three year period aligned to our business planning process. As required by APRA, the total deferral period has been extended to four, five, and six years for the Group CEO, which creates longer term shareholder alignment. Further details are included in the notice of meeting, and the board, with Steve Johnston abstaining, recommends shareholders vote in favor of this resolution.

Again, I'd like to put the votes up that have been cast prior to the AGM in relation to this resolution now, and they should be appearing on the screen in front of you or online. Would shareholders and proxy holders here in Brisbane who wish to ask a question on this resolution now indicate that? Thank you, Mr. Whittington .

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Yes, Chairman, I'm reintroducing John Whittington from the ASA.

John Whittington
Proxy Holder, Private Investor

Madam Chair, with your FY 2024 scheme, we accept the inclusion of the two new metrics, Relative NPS and Relative Trust and Reputation, due to the APRA requirements that you've mentioned. However, if you use such metrics, we believe they should be totally transparent, and the key there is transparent, so be publicly available for shareholders to see. Where can shareholders inspect the current figures percentiles for these ratings?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Whittington . This was something that I also mentioned was discussed with institutional shareholders ahead of the APM, AGM. NPS, so Net Promoter Score, and Trust and Reputation measures are assessed on a relative basis against the comparator group, and the comparator group and vesting schedule is disclosed in the notice of meeting and will also be, to your point, disclosed in the 2024 remuneration report.

Customer NPS is measured independently through RFI DBM Atlas, and the Trust and Reputation metric is measured independently through the RepTrak company. As these are long-term measures and provided to Suncorp independently by third parties, we will disclose the performance outcomes at the end of the performance period once the vesting outcomes are known, and this is in line with the approach for the financial metrics as well.

John Whittington
Proxy Holder, Private Investor

... Thanks, Madam Chair.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Whittington. I think I have a question in relation to this resolution from Mr. Corfield.

Speaker 28

Yes, Chairman. I would like to reintroduce Craig Caufield, who is attending today's meeting as a shareholder.

Craig Caufield
Shareholder, Private Investor

Oh, thank you. Two comments and a question, please. First comment is, I fully endorse Mr. Johnston's role. He's a superb executive leading your team, and, that's all I'd like to say there. The Net Promoter Score, I'm not happy with that. That's not a good score. Surely, the directors in the board have looked at other scores that you can use.

Net Promoter Score is saying, "I've got one foot in boiling water, and I've got another foot in icy cold water, and on average, I'm actually feeling quite comfortable." No, it's not a good measure. It's antiquated. Other banks are getting rid of it, and it doesn't express to you the tail end of the severe customer complaints. Someone that's had a property repossessed, what's your rating? One.

Someone that's gone in and said, "Oh, the lady asked me, have I had a nice day?" Rating, 10. You're saying across the board, on average, people are happy with Suncorp. That's misleading. So I-- my question is, would the board reconsider deleting Net Promoter Score and coming up with some other metrics? There's plenty of other metrics. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Caufield. The Remuneration Committee, led by Sylvia Falzon, did look at a number of different non-financial metrics. We do believe it's really important to have customer metrics because that's very much in line with the strategic direction with which we wish to take the group. These measures, as you rightly say, are never perfect.

We have got robust processes around it to ensure that we get a good indication of, you know, the overall outcome for customers. In fact, I believe the annual NPS score for this year fell short of what the aspiration was. The important point for these non-financial metrics, including NPS, is that we have had to comply with the APRA requirements to bring in non-financial metrics.

We do believe these metrics are robust, but we, to your point, we will absolutely actively consider at the end of each period whether they are working for shareholders and in terms of driving the right outcomes for customers. Thank you for the question.

Craig Caufield
Shareholder, Private Investor

I can confirm the APRA does not require Net Promoter Score as-

Christine McLoughlin
Chairman, Suncorp Group

No, no, APRA requires non-financial metrics.

Craig Caufield
Shareholder, Private Investor

Yes, they do.

Christine McLoughlin
Chairman, Suncorp Group

My comment was that the Remuneration Committee looked at a number, and this is where we landed. But thank you.

Craig Caufield
Shareholder, Private Investor

Yeah.

Christine McLoughlin
Chairman, Suncorp Group

There are different views on NPS. We accept that.

Craig Caufield
Shareholder, Private Investor

Just one comment on Net Promoter Score. If you follow it, which I don't, but Bendigo Bank's Net Promoter Score is far higher than ANZ's.

Christine McLoughlin
Chairman, Suncorp Group

Noted. Thank you.

Craig Caufield
Shareholder, Private Investor

Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Okay, so I think I can now move to, look to Resolution two here in Brisbane. I don't have any questions via the phone or online on this question, so we will now move. We've addressed all the questions and comments on resolution two. Would you please now vote using the voting card in the online portal, the Link Vote app, or your voting, or paper voting card?

A s I mentioned before, the details of the direct votes and proxies lodged prior to the AGM in relation to this resolution are on the screen in front of you. So taking into account the direct and proxy votes shown on the screen and the total number of shares being voted today, it appears Resolution two will be passed. I'm now going to go to the next item of business, which is the re-election of Elmer Funke Kupper.

As I mentioned when introducing Elmer, he brings significant financial services, transformation, and leadership experience to your board. There's more detail in the Notice of Meeting, and to give my voice a rest, he's now going to come and talk about himself for a couple of minutes.

Elmer Kupper
Shareholder, Private Investor

Well, that was a slightly unexpected interlude. I hope you're okay, Chair.

Christine McLoughlin
Chairman, Suncorp Group

Fine.

Elmer Kupper
Shareholder, Private Investor

Well, thank you, Christine, and good afternoon, fellow shareholders. I joined the board back in January 2020, and I'm currently a member of the Audit Committee and a member of the People and Remuneration Committee. My background is in financial services and senior management. I've worked in industries that faced increased competition, regulatory change, and disruption from technology, and I've dealt with the increased requirements that come with cybersecurity and compliance.

In my address at the AGM back in 2020, I mentioned that Suncorp was facing one of its most difficult years for natural disasters. It was not to be its last, with three successive La Niña weather patterns and the floods in New Zealand affecting thousands of our customers and testing our people and processes.

The company managed the succession of significant weather events well, backed by an experienced team, a positive culture, and a strong balance sheet. Under the leadership of Steve Johnston, Suncorp has embarked on a program of simplification and process improvement. It's pleasing to report that the company has delivered on the objectives it set three years ago for our insurance and banking businesses.

The next phase of work is underway, and the company is well-placed to succeed. The board and board committees continue to have a full agenda as they consider the impact of climate change on the company's operations, the investments needed to improve performance, the continued wave of regulatory change, and the sale of Suncorp Bank to ANZ.

... Your Chairman encourages open and direct conversations about the issue Suncorp faces, and this allows the directors to contribute their experience and insights to the board. With your support, I look forward to continuing to serve as a director of Suncorp. Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Elmer. I do Pilates every day, so I was able to do a good roll. There are wheels on these chairs, and when I sat down, that's what happened, but I'm okay. Thank you. So, Michelle, are there any questions? We've got the votes up that have been received before the meeting, but we'll just see if there are any questions we've received in advance of the meeting before we go to the floor.

Michelle Bain
Customer Advocate and Group General Counsel, Suncorp Group

Yes. Thank you, Chairman. We do have a pre-submitted question, which, was received from shareholder Ms. Lee. She asks:

Speaker 32

The company has three women on the board, and this is below the world best practice target of 40%. Will the company commit to a 40% female target, as well as have measures for other forms of diversity on the board, since the board should reflect the community in general?

Christine McLoughlin
Chairman, Suncorp Group

Thank you again, Ms. Lee. Suncorp does have a strong commitment to, and track record of, enhancing diversity and inclusion at all levels throughout the company. I've been Chairman since September 2019, and we currently have 30% female representation on the board. We do continue to have a target of 40% female board representation, but as I mentioned earlier, while the bank sale process has been underway, the board has prioritized board stability.

I would also, however, like to commend our Group CEO, who's been proactive in promoting gender diversity throughout Suncorp, and it's positive that we currently have 47% of women in senior leadership roles. So thank you, Michelle. No more questions online. So are there any questions in the room? We have Mr. Whittington from mic two. You don't have to introduce him, Samantha, I've got it covered.

John Whittington
Proxy Holder, Private Investor

Madam Chair, my last question, and Ms. Lee actually already took my first question from me because that I was going to ask about board diversity. One comment I would like to say is we don't see your board skills matrix as a matrix. It's a table with what we would consider very generous assessments.

We expect a genuine matrix where shareholders themselves can see individual director skills so they can judge themselves if they have the necessary skills on board, which will enable them to take an informed vote. So we would ask that you do that. I've sent through some examples to you, and that's best practice, and we would ask that you follow that.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Whittington , and again, for the benefit of shareholders, we did meet with Mr. Whittington and his colleagues ahead of the AGM, and this point was well raised in terms of the approaches other companies take now in terms of how skills matrix are presented. I did undertake to take back to our board the suggested approaches that you've raised in looking at how we approach the skills matrix.

P ost the bank sale, we will of course undertake a more comprehensive board skills review and hopefully reflect your expectations in next year's report. I think I have another question from microphone number one in relation to the election of Elmer Funke Kupper from Mr. Sanderson.

Speaker 28

Thanks, Chairman. Yeah, reintroducing Michael Sanderson, who's a shareholder.

Michael Sanderson
Shareholder, Private Investor

Thanks for that. This will relate to Simon as well, so I won't have to repeat it. Regarding the election of Elmer and Simon, put simply, our economy is made up of a pile of stuff. I'm talking macro here, goods and services, and a pile of money. I'm channeling Warren Mosler here, those who are aware of him. Primary because primary producers produce stuff, builders build stuff, teachers teach stuff, doctors fix stuff, et cetera, et cetera.

In this economy, the greater share of the pile of money one has, the greater share of the pile of stuff that you have access to. Can you please explain to shareholders what meaningful stuff do you do, and how do you justify the disproportionate, and I'm emphasis on disproportionate here, share of the pile of money that you take? In our economy where there was no money, what of value would you trade for stuff?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. I'm going to take that as a comment rather than a question. I think I spoke at the outset of the meeting around the skills and experience that each of the directors bring to the board, and I think Elmer spoke very articulately about the issues that he and other colleagues debate around the board table, bringing invaluable insights into our boardroom. The reality is, we are a financial services businesses with a bank and insurance operations in Australia and New Zealand, and each of Elmer and Simon bring skills that are relevant to both where we are now and where we are in the future, so-

Michael Sanderson
Shareholder, Private Investor

Do you have any homeless on the board?

Christine McLoughlin
Chairman, Suncorp Group

Pardon?

Michael Sanderson
Shareholder, Private Investor

Homeless people.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. We might move on.

Michael Sanderson
Shareholder, Private Investor

I'm just talking about board diversity here.

Christine McLoughlin
Chairman, Suncorp Group

Okay. Thank you, Mr. Sanderson. I note that. Michelle, there don't appear to be any more questions online, and there don't appear to be any more questions in the room. A s that addresses all of the questions and comments on Elmer's re-election, would you please now vote using the voting card in the online portal, the Link Vote app, or your paper voting card?

A s I mentioned before, details of direct votes and proxies lodged prior to the AGM in relation to Elmer's re-election are again shown on the screen. So taking into account the direct and proxy votes shown on the screen and the total number of shares being voted today, it appears this resolution is passed. So congratulations, welcome, Elmer, and lots more hard work ahead for you. Thank you. The last item of business is the re-election of Simon Machell.

Simon joined your board in 2017 and was last re-elected by shareholders at our 2020 AGM. Simon's background and experience are detailed in the notice of meeting, including the valued insurance and international experience that he brings to the board. Simon's made a substantial contribution to our board, and I and Simon's fellow directors are fully supportive of him standing for re-election today. I'm going to invite Simon to speak, and I'm going to stand next to him, so I don't do another slide.

Simon John Machell
Independent Non Executive Director, Suncorp Group

Thank you.

Christine McLoughlin
Chairman, Suncorp Group

Okay, thank you.

Simon John Machell
Independent Non Executive Director, Suncorp Group

Thank you, Christine, and good afternoon, everybody. I have had the privilege of serving on the Suncorp board for the last six years, and I'm asking you today to allow me to serve for a further three-year term. I'm currently a member of the Audit and People and Remuneration Committees. During my time on the board, it is fair to say that we have been through unprecedented times.

We have seen the continuing devastating effects of natural hazards on our customers and, of course, lived through a global pandemic, the like of which we've never seen before. I'm very proud of the way that Suncorp continues to respond to the significant effects of external events on all of our stakeholders.

There is a real passion for doing the best job that we can for our customers, creating a safe and impactful environment for our people, and giving a good return to our shareholders. A little about my experience. I have spent almost 40 years in the insurance industry, firstly in finance roles. I'm a chartered accountant by background, and then in operational and executive roles.

I was the CEO of Norwich Union in the U.K., which at the time was the U.K.'s largest insurer, and then I ran all of Aviva's businesses across 14 countries in Asia and Eastern Europe. I retired from executive life 10 years ago. I have a deep knowledge of the insurance industry, and I am able to bring an international perspective to help provoke Suncorp to be a world-class business. The insurance industry globally is facing significant headwinds.

These include the natural hazards I mentioned earlier, together with supply chain pressures and the increased cost of reinsurance and increases in cyber risks. Some of these trends have impacted other markets and in differing ways to what we are experiencing here. My involvement in international insurance markets has helped me to share implications and opportunities for Suncorp.

I have other board roles in Australia, Singapore, Bermuda, and the UK. I am chairman of Tesco's Insurance Company in the UK and sit on the board of Tesco's Bank. This helps me bring a global perspective to Suncorp on progress and innovation in other markets. If I'm elected today, I will continue to challenge and support the CEO to make Suncorp the best organization that it can be for our people, customers, and shareholders. Thank you very much.

Christine McLoughlin
Chairman, Suncorp Group

Thank you, Simon. Again, the details of direct votes and proxies lodged prior to the AGM appear on the screen in front of you, and I don't believe there are any questions online, so I'll just see if there are any questions in the room about the re-election of Simon Machell.

Lucky last, Simon. Okay. All questions have been addressed in relation to Simon Machell's re-election, we will now move to vote on this matter. Yeah. So all questions and comments on Simon Machell's re-election, could you please now vote using the voting card in the online portal, the Link Vote app, or your paper voting card? Details of direct votes and proxies lodged prior to the AGM in relation to Simon Machell's re-election are shown again on the screen.

Taking into account the direct and proxy votes shown and the total number of shares being voted today, it appears that this resolution will be passed. Another few years of hard work ahead for you, Simon. Congratulations. So I can confirm now that a total of 723 shareholders, proxy advisors, and other attendees have joined us throughout today's proceedings.

Certainly, in the time since I've been chairman, that is a record. I'm not sure how much of that is because of the hybrid functionality, but really good to understand that. Before I move to close the meeting, do we have any relevant shareholder questions that have not been addressed during today's meeting? Mr. Corfield has one more question, and then... Is it a new question, Mr. Corfield?

Speaker 31

Well, it's the one that I asked you about farm debt mediation.

Christine McLoughlin
Chairman, Suncorp Group

I'm not, I'm not going to get into that detail now. We can take that offline outside. I'm not going to... That's not a subject of today's-

Speaker 31

Okay. And the question for the auditor, has that been taken off-

Christine McLoughlin
Chairman, Suncorp Group

The auditor?

Speaker 31

Yes.

Christine McLoughlin
Chairman, Suncorp Group

You can ask the question of the auditor, yes.

Speaker 31

Yeah. Thank you. The audit... Does the auditor, KPMG, perform auditing functions and consulting functions at Suncorp?

Christine McLoughlin
Chairman, Suncorp Group

... I can answer that question, but then Scott can, Scott can also speak to it. We disclose the amount that we spend on the auditors for the audit, and there is also some services provided for non-audit services, but they are deeply scrutinized by the audit committee chair and the risk committee chair, so they are kept at a very minimum level.

Speaker 31

Thank you, Chair, and happy to address that question.

Christine McLoughlin
Chairman, Suncorp Group

This is our auditor, Scott Guse.

Scott Guse
Queensland Chairman, KPMG Australia

Yes, if you look at the annual report, you'll see that the level of other fees that we received this year were less than 2% of our fees. That's largely because Suncorp and KPMG have agreed very strict policies on independence as to what we can and cannot do. Every time we go to perform a service, it goes through a very rigorous process signed off by management and then by the board. You'll notice in the annual report that I sign off a clean independence declaration, which gives you, as shareholders, comfort that we have done the necessary checks involved to say that we are independent of the organization.

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Scott. So I think that's-

Scott Guse
Queensland Chairman, KPMG Australia

Can I just ask a question with the auditor?

Christine McLoughlin
Chairman, Suncorp Group

Okay.

Speaker 31

Responding to that. Is any of the loan application files individually audited in looking at, you know, the thousands of loans that you get?

Christine McLoughlin
Chairman, Suncorp Group

No. Thank you. They're not.

Speaker 31

No. Can I suggest that-

Christine McLoughlin
Chairman, Suncorp Group

They're vetted by the risk committee when they need to be, and the CEO of the bank when they need to be.

Speaker 31

But one of the biggest parts of your business in the loan, UBS describes AUD 200 billion of liar loans in Australia, and surely one of the largest parts of your business requires some audit on a selected basis. You might do 1% of all the loans or 0.25% of all the loans. But are you confirming that in terms of the actual loan application files, not one is audited by the auditor?

Christine McLoughlin
Chairman, Suncorp Group

The audits take a whole of enterprise view. Scott, make a couple of comments, then we'll wrap this up.

Scott Guse
Queensland Chairman, KPMG Australia

As the chairman was just about to say, we do take a holistic view of the application process as well as the lending process on an ongoing basis. We don't select every single policy. We'd be here for multiple years to do that. We do select random policies, and we check that they are in accordance with Suncorp's policies and controls.

Christine McLoughlin
Chairman, Suncorp Group

Thank you. Thanks, Mr. Corfield.

Speaker 31

Thanks, policies.

Christine McLoughlin
Chairman, Suncorp Group

The auditor will be available to chat after the meeting if that's helpful. So Scott and Tanya will be there. So I have one more question that hasn't already been addressed by the meeting, from Mr. Sanderson, and then I'm going to close the meeting.

Speaker 28

Thanks, Chair. I'm then reintroducing shareholder Michael Sanderson.

Michael Sanderson
Shareholder, Private Investor

Last one, hasn't been addressed at all. This will be of interest to Lindsay Tanner. Yes, I recognize you. This comment relates to Central Bank groupthink. With one exception, the groupthink of a Western consensus central bank claims in order to control inflation, they need to raise interest rates. The exception is major G7 economy, Japan, that has an aging population, less natural capital, and is exposed to the same global economic conditions.

Japan has maintained a -0.1% cash rate for a number of years. It has lower inflation, no currency crisis. Its citizens are better off as a result of federal monetary fiscal policy initiatives. Has Suncorp, in the interests of its customers and its shareholders, requested that the ABA lobby the Federal Parliament to be more fiscally proactive, like Japan?

Christine McLoughlin
Chairman, Suncorp Group

Thanks, Mr. Sanderson. We won't, we won't get into the economics of other countries today, but I can assure you that we have a seat at the Australian ABA, and Clive van Horen, our CEO, sits around the ABA table, and I assure you that appropriate issues are, are discussed there. I'm sure Clive will be happy to have a chat with you after the conclusion of the meeting. I am now going to conclude the business of the meeting.

The poll will remain open for a further five minutes to enable you to complete and submit your online or paper voting card. If you are here in Brisbane and you need assistance with your voting card, please see a team member at the back of the room.

If you're online and need assistance, please contact the share registry's online AGM support team on 1800 990 363. Once the share registry has counted the votes, votes cast during the meeting, the results of the poll will be advised to the ASX later today and will also be available on our Suncorp website. A replay of today's AGM, yes, you can watch it again. It'll also be available on the Suncorp website.

As that now concludes the business of the meeting, I declare the meeting closed, and for those of you who are here, with us in person, there are light refreshments available in the foyer. Our customer advocate is here for customers who have questions, and members of the board and executive leadership team will thank you, will join you. Thank you very much for your attendance today at this record meeting. Thank you.

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