QBE Insurance : 2016 AGM Notice of Meeting and 2015 Annual Review

f60fe3c9-a643-42a1-a656-c198676d3651.pdf QBE

QBE Insurance Group Limited ABN 28 008 485 014 Level 27, 8 Chifley Square, SYDNEY NSW 2000 Australia GPO Box 82, Sydney NSW 2001‌‌‌‌

telephone + 612 9375 4444 • facsimile + 612 9231 6104 www.qbe.com

1 April 2016 The Manager

Market Announcements Office ASX Limited

Level 4

Exchange Centre 20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam,

2016 Notice of Annual General Meeting and 2015 Annual Review

QBE's 2016 Annual General Meeting (AGM) is scheduled for Wednesday, 4 May 2016 from 10:00am Sydney time at the James Cook Ballroom, Hotel Intercontinental,

117 Macquarie Street, Sydney.

Please find attached for the market's information:

1. our Chairman's letter;

   
   

2. 2016 Notice of Annual General Meeting;

   
   

3. a sample proxy form;

   
   

4. a 'Questions from Shareholders' form;

   
   

5. request for email address forms; and

   
   

6. QBE's 2015 Annual Review.

For shareholders who have elected to receive QBE communications in hard copy, mailing will commence today. Shareholders who have elected to receive QBE communications electronically should receive an email today.

Carolyn Scobie

Company Secretary

QBE Insurance Group Limited ABN 28 008 485 014

Level 27, 8 Chifley Square, SYDNEY NSW 2000 Australia

GPO Box 82, Sydney NSW 2001

Telephone + 612 9375 4444 • facsimile + 612 9231 6104

www.qbe.com

Dear Shareholder

On behalf of the Board of Directors, it is my pleasure to invite you to attend QBE's Annual General Meeting (AGM) on Wednesday, 4 May 2016. The meeting will be held in the James Cook Ballroom, Hotel Intercontinental, 117 Macquarie Street, Sydney, NSW commencing at 10.00am (Sydney time). The Chairman's and CEO's speeches will be webcast live and uploaded to our website at www.qbe.com together with the Q&A session.

The Notice of Meeting including explanatory notes and Proxy Form is enclosed. I encourage you to read the explanatory notes so you have a full understanding of the resolutions being put.

The 2015 Annual Report provides you with a detailed overview of business performance. We are now also producing an Annual Review, which is attached, that covers the key areas most of our investors are interested in including the financial results, performance highlights, reports from the Chairman and CEO and remuneration summary, as well as our Sustainability Review. Copies of both the Annual Report and Annual Review may be viewed on our website at www.qbe.com. If you requested a printed copy of the Annual Report, it will be mailed to you separately.

We are inviting shareholders who are unable to attend the meeting to submit questions. You will find a form for this purpose in your AGM pack. We will endeavour to address as many questions as possible at the AGM. If you have received this form electronically, you can submit your question via www.investorvote.com.au.

If you have not already done so, we encourage you to provide an email address to receive your future shareholder communications electronically and a form is enclosed for this purpose. This ensures we are providing you with the information you need in the fastest, most cost effective manner possible, while also significantly reducing our environmental impact.

Votes at the meeting will be by way of a poll. A person intending to vote on shares held in a company name must bring an authority signed on behalf of the company in favour of the person attending.

We look forward to welcoming you at the meeting. If you are unable to attend, I encourage you to vote either by using the proxy form or by appointing your proxy online at www.investorvote.com.au.

Yours sincerely

W. Marston Becker Chairman

QBE Insurance Group 2016 Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the 2016 Annual General Meeting (AGM) of shareholders of QBE Insurance Group Limited will be held on Wednesday, 4 May 2016 commencing at 10.00 am Sydney time at:

James Cook Ballroom, Hotel Intercontinental 117 Macquarie Street, Sydney NSW 2000

Agenda

1. To receive and consider the annual financial report and the reports of the directors and of the auditors of the Company for the year ended 31 December 2015.

2. To adopt the remuneration report

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   That the remuneration report of the Company for the financial year ended 31 December 2015 be adopted.

3. To approve the grant of conditional rights under the 2016 QBE Long-term Incentive Plan to the Group Chief Executive Officer

   To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

   In accordance with and subject to the terms of the Company's Long-term Incentive Plan for 2016, that approval be given for the purposes of the ASX Listing Rules (including ASX Listing Rule 10.14) and for all other purposes for the grant of 402,194 conditional rights to acquire ordinary shares in the Company (with an initial maximum value of A$4.4 million) to Mr J D Neal, a director of the Company, and for the acquisition of ordinary shares in the Company upon vesting of those conditional rights, in each case as described

   in the explanatory notes accompanying the Notice convening this meeting.

4. To approve the grant of conditional rights under the 2016 QBE Long-term Incentive Plan to the Group Chief Financial Officer

   To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

   In accordance with and subject to the terms of the Company's Long-term Incentive Plan for 2016, that approval be given for the purposes of the ASX Listing Rules (including ASX Listing Rule 10.14) and for all other purposes for the grant of 219,378 conditional rights to acquire ordinary shares in

   the Company (with an initial maximum value of A$2.4 million) to Mr P C Regan, a director of the Company, and for the acquisition of ordinary shares in the Company upon vesting of those conditional rights, in each case as described

   in the explanatory notes accompanying the Notice convening this meeting.

5. To elect directors

   To consider and, if thought fit, to pass each of the following resolutions as a separate ordinary resolution:

6. That Mr J M Green, who retires by rotation in accordance with rule 50 of

   the Company's constitution, be re-elected as a director of the Company.

7. That Mr R A Tolle, who was appointed in accordance with rule 48(c) of the Company's constitution, be elected as a director of the Company.




By order of the Board




Carolyn Scobie

Group General Counsel & Company Secretary

Sydney, 1 April 2016




Webcast A live audio webcast of the AGM will be available at www.qbe.com