300000000 QBE Capital Funding LP - Irish Stock Exchange

• “Distributable Profits” means an amount calculated in accordance with the following formula (or
such other formula as APRA may require):
Distributable Profits = A - B
where:
“A” is the aggregate of the consolidated net profits after income tax of the QBE Group for the
immediately preceding two six-monthly financial periods for which results have been publicly
announced (or any other amount as determined by APRA in its discretion to be appropriate in QBE’s
circumstances for the purposes of paying QBE’s Tier 1 capital obligations); and
“B” is the aggregate amount of dividends, distributions, interest or other amounts paid, decided to be
paid or liable to be paid by the QBE Group in the twelve months to and including the applicable
Distribution Payment Date, the Interest Payment Date or the Dividend Payment Date, as the case
may be, on:
(i) the Capital Securities and the Capital Securities Guarantee or, if the Capital Securities are
exchanged for the QBE Preferred Securities, the QBE Preferred Securities and the UK
Capital Securities;
(ii) any other Tier 1 qualifying capital security of the QBE Group to the extent dividends or
distributions on those securities are funded by QBE or by instruments of QBE;
(iii) any other share capital of QBE (including its ordinary shares); and
(iv) any Upper Tier 2 qualifying instrument of the QBE Group;
but excluding:
(x) amounts payable with respect to the Capital Securities, the Capital Securities Guarantee, the
UK Capital Securities or the QBE Preferred Securities on the applicable Distribution
Payment Date, Interest Payment Date or Dividend Payment Date, as the case may be;
(y) any such dividend, distribution, interest or other amount to which the QBE Group was or is
beneficially entitled; and
(z) any such dividend, distribution, interest or other amount which is included in the calculation
of consolidated net profit after tax within the meaning of A;
• “Exchange Agreement” means the agreement among QBE, the Issuer, the General Partner, QBE UK
and the Exchange Trustee to be dated the Closing Date;
• “Exchange Trustee” means Citibank, N.A. and its successors;
• “FSA” means the UK Financial Services Authority or any successor;
• “General Partner” means QBE (Jersey) GP Limited, a wholly owned subsidiary of QBE formed as a
private limited company under the laws of the Bailiwick of Jersey, the Channel Islands;
• “Guarantee Trustee” means Citibank, N.A. and its successors;
• “Initial Purchasers” means Merrill Lynch International and Citigroup Global Markets Limited;
• “Investment Company Event” means the receipt by QBE of an opinion of nationally recognized
independent legal counsel in the United States experienced in practice under the US Investment
Company Act of 1940, as amended (the “Investment Company Act”), that, as a result of the
occurrence, after the Closing Date and prior to the occurrence of the Exchange Event, of a change in
law or regulation or a change in the interpretation or application of law or regulation of any legislative
body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that
the Issuer is or will be considered an “investment company” which is required to be registered under
the Investment Company Act;
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