QBE Insurance : 2017 Notice of Annual General Meeting

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

30 March 2017 The Manager

Market Announcements Office ASX Limited

Level 4

Exchange Centre 20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam,

2017 Notice of Annual General Meeting

@

QBE

QBE's 2017 Annual General Meeting (AGM) is scheduled for Wednesday, 3 May 2017 from 1O:OOam Sydney time at Ballrooms 3 & 4, The Westin Sydney, 1 Martin Place, Sydney.

Please find attached for the market's information :

1. our Chairman's letter;

2. 2017 Notice of Annual General Meeting;

3. a sample proxy form;

4. a 'Questions from Shareholders' form; and

5. a 'Keeping Connected' form in relation to shareholders electing to receive QBE communications online.

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.

I

Yours faithfully,

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

*I00000103*

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, 3 May 2017. The meeting will be held in the Ballrooms 3 & 4, The Westin Sydney, No 1 Martin Place, 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.

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 2016 Annual Report provides you with a detailed overview of business performance. The 2016 Annual Review, provides you with 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 online at 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 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

223859_01YEBB

W. Marston Becker Chairman

Samples/000001/000002

Notice is hereby given that the 2017 Annual General Meeting (AGM) of shareholders of QBE Insurance Group Limited will be held on Wednesday, 3 May 2017 commencing at 10.00am Sydney time at:

Ballrooms 3 & 4, The Westin Sydney,

1 Martin Place, Sydney,

New South Wales, 2000, Australia

2017 ANNUAL GENERAL MEETING Q B E I N SU R AN C E G RO U P LI M ITED

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 2016.

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 2016 be adopted.

3. To increase the maximum aggregate fees payable to non-executive directors

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

   That approval be given for the purposes of the constitution of the Company and the ASX Listing Rules (including ASX Listing Rule 10.17) and for all other purposes for an increase in the maximum aggregate fees payable to all non-executive directors of the Company from A$3.5 million per financial year to A$4.0 million per financial year, with effect from and including the financial year commenced 1 January 2017.

4. To elect directors

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

5. That Mr M Becker, who retires by rotation

   in accordance with rule 50 of the Company's constitution, be re-elected as a director

   of the Company.

6. That Ms K Lisson, who was appointed in accordance with rule 48(c) of the Company's constitution, be elected as a director

   of the Company.

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

8. of the Company.

   By order of the Board

   Carolyn Scobie

   Group General Counsel & Company Secretary

   Sydney, 30 March 2017

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