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117139 Suncorp-Metway Intro.Qxp

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117139 Suncorp-Metway Intro.Qxp OFFERING CIRCULAR IN RELATION TO MEDIUM TERM NOTES 16 JUNE 2009 SUNCORP-METWAY LIMITED (ABN 66 010 831 722) (Incorporated with limited liability in Australia) U.S.$15,000,000,000 Programme for the issuance of Medium Term Notes, Euro-commercial Paper and other debt instruments On 26 September 2001 Suncorp-Metway Limited (the “Issuer” or “Suncorp”) entered into a U.S.$ 7,500,000,000 Programme for the issuance of Medium Term Notes, Euro-commercial Paper and other debt instruments (the “Programme”) under which it may from time to time issue medium term notes (the “Notes”, which expression includes Senior Notes and Subordinated Notes (each as defined herein)), short term promissory notes (“ECP”) and other debt instruments as agreed between the Issuer and the relevant Dealer (as defined below), and denominated in any currency agreed between the Issuer and the relevant Dealer. As of 8 September 2004, the maximum aggregate nominal amount of all Notes, ECP and other debt instruments which may be outstanding under the Programme was increased to U.S.$15,000,000,000. This Offering Circular supersedes any offering circular with respect to the Programme issued prior to the date hereof. Any Notes issued under the Programme on or after the date of this Offering Circular are subject to the provisions described herein, but this Offering Circular does not affect the terms of any Notes issued prior to the date hereof. Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). ECP may be issued in bearer form only. The maximum aggregate nominal amount of all Notes, ECP and other debt instruments from time to time outstanding under the Programme will not exceed U.S.$15,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. A description of the restrictions applicable at the date of this Offering Circular relating to the maturity of certain Notes is set out under “Summary of the Programme”. Certain Notes issued under this Programme will have the benefit of an irrevocable guarantee dated 20 November 2008 from the Commonwealth of Australia (“Guaranteed Notes”) as expressed in the form of guarantee as reproduced in this Offering Circular and which is available at www.guaranteescheme.gov.au (the “Deed of Guarantee”). Where Guaranteed Notes are issued, “Commonwealth of Australia Guarantee” will be marked “Applicable” in the applicable Final Terms. Any claim under the Deed of Guarantee must be made in writing in the form attached to the Australian Government Guarantee Scheme for Large Deposits and Wholesale Funding Rules (the “Scheme Rules”) available at www.guaranteescheme.gov.au, a website maintained by the Commonwealth of Australia. Certain information about the Commonwealth of Australia (the “Commonwealth Disclosure”) has been prepared by the Commonwealth of Australia in connection with the Australian Government Guarantee Scheme for Large Deposits and Wholesale Funding. The Commonwealth Disclosure, which the Commonwealth of Australia may amend and supplement from time to time, is annexed to this Offering Circular (see “Commonwealth Disclosure”), and (together with the Deed of Guarantee and the Scheme Rules) should be read with this Offering Circular prior to making an investment decision. The Notes may be issued on a continuing basis to one or more of the Dealers specified in “Summary of the Programme” and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed for by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes. The Issuer has reserved the right to issue Notes to persons other than Dealers. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market. References in this Offering Circular to Notes being “listed” (and related references) on the London Stock Exchange shall mean that such Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Notice of the aggregate nominal amount of, interest (if any) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to, the Notes of each Tranche (as defined in the “Terms and Conditions of the Notes”) will be set forth in the Final Terms (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See “Form of the Notes” for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale and Transfer and Selling Restrictions”. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a Supplemental Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Any person (an “Investor”) intending to acquire or acquiring any securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 (“FSMA”), the Issuer may be responsible to the Investor for the Offering Circular under section 90 of FSMA only if the Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Issuer. If the Offeror is not authorised by the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Offering Circular for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. Such information would be provided at the time of any sub-offers. If the Investor is in any doubt about whether it can rely on the Offering Circular and/or who is responsible for its contents it should take legal advice. Arranger UBS Investment Bank Dealers Banc of America Securities Limited Barclays Capital Citi Deutsche Bank JPMorgan Merrill Lynch International Nomura International Suncorp-Metway Limited UBS Investment Bank This Offering Circular comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Commonwealth Disclosure which has been prepared by the Commonwealth of Australia is annexed to this Offering Circular. None of the Issuer, the Dealers or their respective affiliates have reviewed or verified the Commonwealth Disclosure and none of them makes any representation or warranties with respect to, or (in the case of the Dealers) accepts any responsibility for, the Commonwealth Disclosure. By receiving this Offering Circular, you acknowledge that none of the Dealers nor any of their respective affiliates have assumed any responsibility for any part of the Commonwealth Disclosure. The previous paragraph should be read in conjunction with the last paragraph on the first page of this Offering Circular. Subject as provided in the applicable Final Terms, the only persons authorised to use this Offering Circular in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements.
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