300000000 QBE Capital Funding LP - Irish Stock Exchange

• is not likely (taken as a whole and in conjunction with all other
modifications, if any, to be made contemporaneously with that
modification) to be materially prejudicial to the interests of the
holders of the QBE Preferred Securities.
See “Description of the QBE Preferred Securities—Variation of
Rights Attached to the QBE Preferred Securities.”
A holder of Capital Securities or QBE Preferred Securities may not
exercise or seek to exercise or take any proceedings for the exercising
of any right of set-off or counterclaim against QBE or QBE UK in
respect of any claim by QBE or QBE UK against that holder.
Use of Proceeds ....................
Transfer Restrictions ................
Form of the Capital Securities .........
OntheClosing Date, the net proceeds from this offering will be
invested by the Issuer in the UK Capital Securities. QBE UK will use
the proceeds from the issuance of the UK Capital Securities for
general corporate purposes to support our European operations. See
“Use of Proceeds.”
TheCapital Securities and the QBE Preferred Securities issuable
upon the Exchange Event are subject to transfer restrictions and may
not be offered or sold except outside the United States in compliance
with Regulation S, in the United States to qualified institutional
buyers in compliance with Rule 144A or in other transactions exempt
from registration under the Securities Act.
See “Notice to Investors” for more information on the transfer
restrictions to which the Capital Securities and the QBE Preferred
Securities issuable upon the Exchange Event are subject.
TheCapital Securities will be issued in registered form.
On or about the Closing Date,
• Capital Securities initially offered and sold outside the United
States pursuant to Regulation S (“Regulation S Capital
Securities”) will be represented by beneficial interests in one or
more global certificates (“Regulation S Global Certificates”)
registered in the name of Citivic Nominees Limited (“Citivic”) as
nominee for, and deposited with Citibank N.A. as common
depositary for Euroclear and Clearstream, Luxembourg, and
• Capital Securities initially offered and sold in the United States to
qualified institutional buyers pursuant to Rule 144A (“Rule 144A
Capital Securities”) will be represented by beneficial interests in
one or more global certificates (“Rule 144A Global Certificates”
and, together with the Regulation S Global Certificates, the
“Global Certificates”) registered in the name of Cede & Co., as
nominee for, and deposited with Citibank, N.A., as custodian for
DTC.
For so long as the Capital Securities are deposited as described above,
book-entry interests in the Capital Securities will be shown on, and
transfers thereof will be effected only through, records maintained by
DTC, Euroclear and Clearstream, Luxembourg.
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