300000000 QBE Capital Funding LP - Irish Stock Exchange

CERTAIN DEFINED TERMS
In this Offering Memorandum, unless the context otherwise requires, references to:
• “Acquisition Event” means an offer being made to acquire 90% or more of the ordinary shares of
QBE which, under the Corporations Act, is or becomes unconditional and the bidder has a relevant
interest, as defined under that law, in 90% or more of the ordinary shares of QBE on issue;
• “APRA” means the Australian Prudential Regulation Authority or any successor;
• “APRA Condition,” with respect to any distribution payment on the Capital Securities or Capital
Securities Guarantee Payment (as defined herein) under the Capital Securities Guarantee Agreement
on a Distribution Payment Date (as defined herein), other than a distribution payable on redemption
of the Capital Securities, any interest payment on the UK Capital Securities on an Interest Payment
Date (as defined herein), other than interest payable on redemption of the UK Capital Securities, or
any dividend payment on the QBE Preferred Securities on a Dividend Payment Date (as defined
herein), other than a dividend payable on redemption of the QBE Preferred Securities, means the
occurrence of any of the following:
(a) unless APRA otherwise agrees:
(i) the determination by APRA in writing that the QBE Group does not comply with APRA’s
then existing capital adequacy requirements as they apply to the QBE Group at the time;
(ii) the issuance by APRA of a written direction to QBE under Section 36 of the Insurance Act
1973 (Cth) of Australia for it to increase its capital;
(iii) the revocation by APRA of the authorization of QBE pursuant to subsection 15(1) of the
Insurance Act 1973 (Cth) of Australia;
(iv) the appointment by APRA of a statutory manager to QBE or the assumption by APRA of
control of QBE or the commencement of proceedings for the winding-up of QBE;
(v) the retained earnings of the QBE Group having fallen below zero; or
(vi) the distribution payment, the Capital Securities Guarantee Payment, the interest payment or
the dividend payment, as the case may be, exceeding Distributable Profits as at the date for
such payment; or
(b) APRA otherwise objecting to the distribution payment, the Capital Securities Guarantee
Payment, the interest payment or the dividend payment, as the case may be;
• “Business Day” means any day other than a Saturday or Sunday that is not a day on which banking
institutions in London, England, New York, New York or Sydney, New South Wales are authorized
or obligated to close;
• “Capital Securities” means the £300,000,000 non-voting non-cumulative perpetual preferred
securities that the Issuer will issue to the Initial Purchasers and that are being offered pursuant to this
Offering Memorandum;
• “Capital Securities Guarantee” means the full and unconditional subordinated guarantee of QBE with
respect to all of the Issuer’s obligations under the Capital Securities, but only (i) to the extent that the
Issuer has funds available for distribution to holders of the Capital Securities and (ii) after the date, if
any, on which the Exchange Event occurs, whether or not the Issuer has funds available for
distribution to holders of the Capital Securities (if the Capital Securities remain outstanding), in the
case of (i) or (ii), so long as no QBE Australia Stopper (as defined herein) or APRA Condition exists;
provided that, if the Exchange Event is the failure of the Issuer to pay a distribution in full on or
within twenty (20) Business Days after a Distribution Payment Date, the only reason for such failure
is the failure of QBE UK to pay interest in full on the UK Capital Securities on the corresponding
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