IMPORTANT NOTICE

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON OR

ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER (AS DEFINED HEREIN) IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the securities described herein, investors must not be in the United States ("U.S.") and must not be either a U.S. person or acting for the account or benefit of a U.S. person (within the meaning of Regulation S under the Securities Act). The Offering Circular is being sent at your request and by your acceptance of the e-mail attaching the Offering Circular and accessing the Offering Circular, you shall be deemed to have confirmed and represented to QBE Insurance Group Limited (ABN 28 008 485 014) (the "Issuer") and each of the Dealers that you are not in the U.S. or a U.S. person or acting for the account or benefit of a U.S. person, your stated electronic mail address to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such Offering Circular by electronic transmission.

The securities described herein may not be a suitable or appropriate investment for all investors and should not be promoted, offered, distributed and/or sold to retail investors. By your acceptance of the e-mail attaching the Offering Circular and accessing the Offering Circular you shall represent, warrant, agree with and undertake to the Issuer and each of the Dealers that you have complied and will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area or the United Kingdom) relating to the promotion, offering, distribution and/or sale of the securities described herein (including without limitation the European Union's Directive 2014/65/EU (as amended) as implemented in each Member State of the European Economic Area and the FCA Handbook Product Intervention and Product Governance Sourcebook as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the securities described herein by investors in any relevant jurisdiction. If you are acting as agent on behalf of a disclosed or undisclosed client the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both you and your underlying client.

In the United Kingdom, this Offering Circular is only being distributed to, and is only directed at, persons who (a) have professional experience in matters relating to investments and are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order") or (b) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (c) to any other persons to whom it may otherwise lawfully be made under the Order (each such person being referred to as a "Relevant Person"). Any investment or investment activity to which this Offering Circular relates is available in the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons. This Offering Circular must not be acted or relied on by persons who are not Relevant Persons.

You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, each of the Dealers, the Agents nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any such alteration or change from the original Offering Circular.

QBE Insurance Group Limited

(ABN 28 008 485 014)

(incorporated with limited liability in the Commonwealth of Australia)

Note Issuance Programme

On 2 May 2016, QBE Insurance Group Limited (ABN 28 008 485 014) (the "Issuer") established a Note Issuance Programme. Such Note Issuance Programme is amended as at the date of this Offering Circular (as amended, the "Programme"), and this Offering Circular supersedes all previous offering circulars and any supplement thereto. Any Notes (as defined below) issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions set out herein. The provisions described herein do not affect any notes issued under the Programme prior to the date of this Offering Circular.

Under the Programme, the Issuer may, subject to compliance with all relevant laws, regulations and directives, from time to time issue unsecured notes. Notes may be issued as senior obligations ("Senior Notes"), as subordinated obligations capable of qualifying as Tier 2 Capital (as defined by the Australian Prudential Regulation Authority ("APRA")) ("Subordinated Notes") or as subordinated obligations (ranking junior to the Subordinated Notes) capable of qualifying as Additional Tier 1 Capital (as defined by APRA) ("Capital Notes", together with the Senior Notes, the Subordinated Notes and any other notes that may be issued under the Programme from time to time, the "Notes"). The aggregate principal amount of Notes which may be outstanding under this Programme will not at any time exceed U.S.$4,000,000,000 (or the equivalent in other currencies as at the date of issue of any Notes), as such limit may be increased from time to time.

In relation to any Tranche of Notes issued under the Programme, the final terms in respect of that Tranche, including the form of Notes, applicable currency, aggregate nominal amount, interest payable, issue price and any other terms and conditions applicable to such Tranche which are not contained in the relevant terms and conditions set out in this Offering Circular ("Conditions") will be set out in the applicable pricing supplement ("Pricing Supplement"), substantially in the form of the relevant pricing supplement set out herein.

Australian domestic notes ("Australian Domestic Notes") may be issued under and constituted by the amended and restated deed poll dated 27 February 2024 made by the Issuer, as the same may be amended, restated and/or supplemented from time to time ("Australian Note Deed Poll"). Australian Domestic Notes will be issued in uncertificated registered form only and may be lodged in the securities clearing and settlement system ("Austraclear System") operated by Austraclear Ltd (ABN 94 002 060 773) ("Austraclear").

Notes (other than Australian Domestic Notes) may be issued in bearer form ("Bearer Notes") and/or in registered form ("Registered Notes") pursuant to the amended and restated agency agreement dated 27 February 2024 between the Issuer and the agents named therein, as the same may be amended, restated and/or supplemented from time to time ("Euro Agency Agreement"). Each Tranche of Notes will (i) in the case of Bearer Notes, be represented on issue by a temporary global note which may, in certain circumstances, be exchangeable into definitive notes or a permanent global note which, in turn, may be exchangeable into definitive notes in certain limited circumstances, or (ii) in the case of Registered Notes, take the form of an entry in a register which will be represented on issue by a global note in registered form (a "Global Note") which may, in certain circumstances, be exchangeable into definitive notes. Global Notes may be deposited on the issue date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") or with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC").

Notes issued as Subordinated Notes or Capital Notes include provisions required by APRA to provide for loss absorption at the point of non-viability of the Issuer. If a Non-Viability Trigger Event occurs, Notes issued as Subordinated Notes or Capital Notes may, where required in accordance with the terms thereof, immediately be Converted in whole (or in some cases in part) into ordinary shares in the capital of the Issuer ("Ordinary Shares") or Written-Off. Where, for any reason, a required Conversion has not occurred within a certain period of time, such Subordinated Notes or Capital Notes, as the case may be, will be Written-Off in whole (or in some cases in part), which means that all rights and obligations in respect of those Subordinated Notes or Capital Notes, as the case may be, will be immediately and irrevocably terminated with effect on and from the Non-Viability Conversion Date. Capitalised expressions have the meanings given to them in the relevant Conditions.

The Programme is not rated, but certain tranches of Notes to be issued under the Programme may be rated by one or more credit rating agencies on a case by case basis as set out in the applicable Pricing Supplement. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Notes already issued. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency. Credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of section 761G of the Corporations Act 2001 of Australia (the "Corporations Act") and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is not entitled to receive it.

An investment in the Notes is subject to risk, including, in the case of Notes issued as Subordinated Notes or Capital Notes, the risk that investors are likely to lose some or all of their investment if a Non-Viability Trigger Event occurs. The Subordinated Notes and Capital Notes are complex financial instruments and are not a suitable investment for all investors. In particular, the Subordinated Notes and Capital Notes are not intended to be promoted, offered, distributed and/or sold to retail investors. See "Risk Factors" below for a discussion of certain risk factors that should be considered by prospective investors.

Notification pursuant to Section 309B of the Securities and Futures Act 2001 of Singapore - Unless otherwise stated in the Pricing Supplement in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in Monetary Authority of Singapore ( the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Application has been made for the listing and quotation of any Notes that may be issued pursuant to the Programme on the Singapore Exchange Securities Trading Limited (the "SGX-ST") which are agreed at the time of issue thereof to be so listed on the Official List of the SGX-ST. Such approval will be granted when a particular Series of Notes have been admitted to the Official List of the SGX-ST. There is no assurance that any application to the SGX-ST for the listing and quotation of any Notes will be approved. The SGX-ST assumes no responsibility forthe correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. The approval in-principle, admission to the Official List of the SGX-ST, and listing and quotation of any Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer, any of its subsidiaries or associated companies, the Programme or the Notes. Notes may also be listed and/or admitted to trading or quotation on or by a stock exchange, listing authority or quotation system other than the SGX-ST. Unlisted Notes may also be issued. The applicable Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed. The Pricing Supplement for any Notes to be admitted to the Official List of the SGX-ST will be delivered to the SGX-ST on or before the date of issue of such Notes. The Notes shall be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in another currency) for so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require.

Neither the Notes nor, in the case of Subordinated Notes or Capital Notes, the Ordinary Shares issued on Conversion have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States ("U.S. " or "United States"). Accordingly, any initial offering of the Notes will be made solely outside the U.S. to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Notes may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Any Notes offered under the Programme to "qualified institutional buyers" in the United States in reliance on Rule 144A under the Securities Act will be offered pursuant to a supplement to this Offering Circular, which may contain additional information about the offering, the terms of the Notes offered and the Issuer. Prospective investors should read the section entitled "Subscription and Sale" for information on restrictions that apply to the purchase and sale of the Notes.

Notes are not guaranteed or insured by any government, government agency or compensation scheme of the Commonwealth of Australia or any other jurisdiction, by any of the Issuer's subsidiaries or by any other person and are not policy liabilities of any member of the Group (as defined below).

Dealers

ANZ

Barclays

Citigroup

Commonwealth Bank of Australia

Crédit Agricole CIB

HSBC

J.P. Morgan

Morgan Stanley

National Australia Bank Limited

SMBC Nikko

Westpac

The date of this Offering Circular is 27 February 2024

2

IMPORTANT NOTICE

MiFID II product governance / target market

The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (an "EU distributor") should take into consideration the target market assessment; however, an EU distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Dealers nor any of their affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR product governance / target market

The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, "UK MiFIR") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance rules under the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Dealers nor any of their affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

PRIIPs Regulation - Prohibition of sales to European Economic Area retail investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

UK PRIIPs Regulation - Prohibition of sales to United Kingdom retail investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 , where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") foroffering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

Benchmark Regulation

Amounts payable on certain Floating Rate Notes issued under the Programme may be calculated by reference to EURIBOR, Compounded Daily SONIA, Compounded Daily SOFR, Compounded SOFR Index Rate, Average

SOFR, AONIA or BBSW as specified in the applicable Pricing Supplement. As at the date of this Offering Circular, the European Money Markets Institute (as administrator of EURIBOR) and ASX Benchmarks Pty

Limited (as administrator of BBSW) appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark

Regulation (Regulation (EU) 2016/1011) (the "EU Benchmark Regulation"). As at the date of this Offering Circular, the administrators of SONIA, SOFR and AONIA do not appear on ESMA's register of administrators and benchmarks under Article 36 of the EU Benchmark Regulation.

Notification pursuant to Section 309B of the Securities and Futures Act 2001 of Singapore

Unless otherwise stated in the Pricing Supplement in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

No offer

Neither this Offering Circular, nor any other information provided in connection with the Programme or the Notes, is intended to (nor does it), constitute an offer or invitation by or on behalf of the Issuer, its subsidiaries or the Dealers to any person to subscribe for, purchase or otherwise deal in any Notes nor does it constitute or is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Notes by anyone in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Offering Circular or any applicable Pricing Supplement in any jurisdiction where such action is required.

Responsibility for information

The Issuer accepts responsibility for the information contained in this Offering Circular and the Pricing Supplement for each Tranche of Notes issued under the Programme other than information provided by the Dealers and the Agents in relation to their respective descriptions (if applicable) and in the sections entitled "Directory"

and "Others". To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in or incorporated by reference into this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

No independent verification

None of the Dealers, the Agents or any other party named or referred to in this Offering Circular (other than the Issuer) or any of their respective affiliates or any external adviser to the Issuer or any of the foregoing (each, an "Other Party") has independently verified the information contained in or incorporated by reference into this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any Other Party as to the accuracy or completeness of the information contained or incorporated in this Offering Circular. No Other Party accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular.

Currency of information

The delivery of this Offering Circular, or any offer, issue or allotment of any Notes, at any time after the date of this Offering Circular does not imply, nor should it be relied upon as a representation or warranty, that:

  • (a) there has been no change since the date of this Offering Circular (or, if later, the date upon which this Offering Circular has been most recently amended or supplemented) in the affairs or financial condition of the Issuer, any of its subsidiaries (the Issuer and its subsidiaries together being referred to herein as the "Group") or any other party named in this Offering Circular;

  • (b) the information contained in this Offering Circular is correct at such later time; or

  • (c) that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same.

It should not be assumed that the information contained in this Offering Circular is necessarily accurate or complete in the context of any offer to subscribe for or an invitation to subscribe for or buy any Notes at any time after the date of this Offering Circular, even if this Offering Circular is circulated in conjunction with the offer or invitation. Investors should review, inter alia, the documents incorporated by reference into this Offering Circular in deciding whether or not to purchase any Notes.

Neither the Issuer nor any Other Party is under any obligation to update this Offering Circular at any time after an issue of Notes.

Authorised material

No person is or has been authorised by the Issuer to give any information or to make any representation which is not expressly contained in or consistent with this Offering Circular and any information or representation not contained in this Offering Circular must not be relied upon as having been authorised by or on behalf of the Issuer.

Intending purchasers to make independent investment decision

This Offering Circular is not intended to be, and does not constitute, a recommendation or statement of opinion by the Issuer or any Other Party that any person subscribe for or purchase any Notes or financial or other advice. Accordingly, any person contemplating the subscription or purchase of the Notes must:

  • (a) make their own independent investigation of:

    • (i) the terms of the Notes, including reviewing the Conditions, the applicable Pricing Supplement and the other provisions of the definitive documentation for the Notes; and

    • (ii) the financial condition, affairs and creditworthiness of the Issuer and the Group,

    after taking all appropriate advice from qualified professional persons; and

  • (b) base any investment decision on the investigation and advice referred to in paragraph (a).

Any person contemplating the subscription or purchase of the Notes should have regard to the risk factors described under "Risk Factors" below. However, this Offering Circular does not describe all of the risks of an investment in the Notes.

The Notes may not be a suitable or appropriate investment for all investors. Each potential investor in any Notes must determine the suitability of that investment in light of the potential investor's own circumstances. In particular, each potential investor should consider, with the help of its financial and other professional advisers, whether it:

  • (a) has sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular or any applicable Pricing Supplement;

  • (b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;

  • (c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, or where the currency for principal or interest payments is different from the potential investor's currency;

  • (d) understands the accounting, legal, regulatory and tax implications of a purchase, holding and disposal of an interest in the Notes;

  • (e) understands thoroughly the terms of the relevant Notes and is familiar with the behaviour of financial markets; and

  • (f) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors. By purchasing, or making or accepting an offer to purchase, any Notes, each prospective investor represents, warrants, agrees with and undertakes to the Issuer and each Dealer that it has and will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area or the United Kingdom) relating to the promotion, offering, distribution and/or sale of the Notes (including without limitation MiFID II as implemented in each Member State of the European Economic Area and UK MiFIR as implemented in the United Kingdom) and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Notes by investors in any relevant jurisdiction. Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Notes, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying client.

Disclosure of interests

In addition to the arrangements and interests described in this Offering Circular, each of the Dealers discloses that it and its affiliates and their respective directors and employees (each a "Relevant Entity") may from time to time:

  • (a) be a Noteholder or have a pecuniary or other interest in the Notes;

  • (b) receive fees, brokerage and commissions or other benefits, and may act as principal, in any dealings in the Notes; and

  • (c) be involved in a broad range of transactions including, without limitation, dealing in financial products, credit, derivative and liquidity transactions, investment management, corporate and corporate advisory and research in various capacities in respect of the Notes, the Issuer or any other member of the Group, both on its own account and for the account of other persons.

Prospective investors should be aware that:

  • (a) each Relevant Entity in the course of its business (including in respect of interests described above) may act independently of any other Relevant Entity, any Other Party and any Noteholder;

  • (b) to the maximum extent permitted by applicable law, the duties of each Relevant Entity in respect of the Notes are limited to the relevant contractual obligations set out in the Dealer Agreement and, in particular, no advisory or fiduciary duty is owed by any Relevant Entity to any person;

  • (c) a Relevant Entity may have or come into possession of information not contained in this Offering Circular that may be relevant to any decision by a potential investor to acquire the Notes and which may or may not be publicly available to potential investors ("Relevant Information");

  • (d) to the maximum extent permitted by applicable law, no Relevant Entity is under any obligation to disclose any Relevant Information to any other Relevant Entity, to the Issuer, to any Noteholder or to any potential investor and this Offering Circular and any subsequent conduct by a Relevant Entity should not be construed as implying that the Relevant Entity is not in possession of such Relevant Information; and

(e)each Relevant Entity may have various potential and actual conflicts of interest arising in the ordinary course of its business, including in respect of the interests described above. For example, a Relevant Entity's dealings with respect to a Note or a member of the Group, or the exercise of a Relevant Entity's rights under the Dealer Agreement may affect the value of a Note. These interests may conflict with the interests of a Noteholder and a Noteholder may suffer loss as a result. To the maximum extent permitted by applicable law, a Relevant Entity is not restricted from entering into, performing or enforcing its rights in respect of the Dealer Agreement or the interests described above and may otherwise continue or take steps to further or protect any of those interests and its business even where to do so may be in conflict with the interests of a Noteholder, and the Relevant Entities may in so doing act without notice to, and without regard to, the interests of any such person.

References to credit ratings

There are references in this Offering Circular to credit ratings. A credit rating is not a recommendation to buy, sell or hold securities and does not comment on the adequacy of market price or the suitability of any security for a particular investor. A credit rating may be subject to revision, suspension, withdrawal or placed on ratings watch at any time by the relevant rating agency. Each rating should be evaluated independently of any other rating.

Any credit rating in respect of any Notes or the Issuer is for distribution only to persons who are not a "retail client" within the meaning of section 761G of the Corporations Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act and, in all cases, in such circumstances as may be permitted by applicable law in any jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is not entitled to receive it.

No rating agency has been involved in the preparation of this Offering Circular.

Not policy liabilities and not guaranteed or otherwise supported

A Note is not a policy liability of any member of the Group.

A Note is not guaranteed or insured by any government, government agency or compensation scheme of the Commonwealth of Australia or any other jurisdiction, by any member of the Group, any Other Party or by any other person.

Risk factors

An investment in the Notes is subject to certain risks, including the loss of all or part of the principal amount invested in, and interest payments in respect of, the Notes (see "Risk Factors" below). In particular, investors in Subordinated Notes or Capital Notes should be aware that such Notes are likely to be Converted or Written-Off on the occurrence of a Non-Viability Trigger Event.

Stabilisation

In connection with the issue of any Tranche, the Dealer(s) (if any) named as the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in the applicable Pricing Supplement may, outside Australia and on a market operated outside Australia, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be concluded by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

Forward-Looking Statements

This Offering Circular contains forward-looking statements including, without limitation, words and expressions such as "expect", "believe", "plan", "intend", "estimate", "project", "anticipate", "may", "will", "would", "could"

or similar words or statements (however, these words are not the exclusive means of identifying forward-looking statements), in particular, in "Description of the Issuer and Summary Financial Information" below, in relation to

future events, the Group's prospects, its expected financial condition, its business strategies, the future developments of the Group's operations and industry and the future development of the general domestic, regional and global economy.

These statements are based on assumptions regarding the Group's present and future business strategy and the environment in which it expects to operate in the future. These matters and the Group's future results could differ materially from those expressed or implied by these forward-looking statements and although these forward-looking statements reflect its current view of future events, they are not a guarantee of future performance or other matters. In addition, the Group's future performance may be affected by various factors and risks includ ing,

without limitation, those discussed in "Risk Factors" below.

Should one or more of these or other risks or uncertainties materialise, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Prospective investors should therefore not place undue reliance on any of these forward-looking statements.

In this Offering Circular, statements of, or references to, intentions of the Issuer or those of any of its directors are made as at the date of this Offering Circular. Any such intentions may change in light of future developments.

Each of the Issuer, the Dealers, the Agents and the Other Parties expressly disclaims any obligation or undertaking to release, publicly or otherwise, any updates or revisions to any forward-looking statement contained herein to reflect any change in the Issuer's expectations with regard thereto or any change in events, conditions, assumptions or circumstances on which any such statement was based or any change in the intentions of the Issuer or any of its directors.

Definitions

Unless the context otherwise requires, all capitalised terms used in this Offering Circular and not separately defined have the meanings given to them in the relevant Conditions. All terms separately defined in this Offering Circular are indexed in the Index of Defined Terms appearing at the end of this Offering Circular.

Unless otherwise stated, all references in this Offering Circular to "euro", "€" and "EUR" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended, references to "Australian Dollar", "Australian dollar", "A$" and "AUD" are to the lawful currency of Australia, references to "Swiss Franc" and "CHF" are to the lawful

currency of Switzerland, references to "Sterling", "£", "GDP" are to the lawful currency of the United Kingdom, references to "Japanese Yen", "¥" and "JPY" are references to the lawful currency of Japan, references to

"Singapore Dollar", "S$" and "SGD" are references to the lawful currency of Singapore and references to "U.S.

Dollar", "U.S. dollar", "U.S.$" and "USD" are to the lawful currency of the U.S..

Documents Incorporated by Reference

This Offering Circular is to be read in conjunction with all of the documents that are incorporated by reference (see "Documents Incorporated by Reference" below).

References to websites

Any references to website addresses provided in this Offering Circular are for reference only and the content of any such internet sites is not incorporated by reference into and does not form part of this Offering Circular (unless expressly provided in this Offering Circular).

Transaction Documents

Notes (other than Australian Domestic Notes) are constituted by the Deed of Covenant, Australian Domestic Notes are constituted by the Australian Note Deed Poll and the rights and liabilities of holders of the Ordinary Shares are contained in the Issuer's constitution. These documents and other relevant documents are described in paragraph 7 under "General Information" below (the "Available Documents"). The Available Documents should be reviewed by any intending purchaser. If there is any inconsistency between this Offering Circular and the Available Documents, the Available Documents should be regarded as containing the definitive information. A

Attachments

Disclaimer

QBE Insurance Group Ltd. published this content on 27 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 16:58:20 UTC.