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									                                                                                                                                  No: 542/01

Participant Circular                    QBE INSURANCE GROUP LIMITED – PRIORITY
                                        ENTITLEMENT ISSUE
Date: 18 October, 2001
                                        Participating Organisations are advised that QBE Insurance Group Limited (“QBE”) has
Key topics                              announced the completion of the institutional component associated with the proposed capital
1. QBE Insurance Group Limited -        raising announced on 16 October 2001.
   Entitlement issue
2. ASX Code: QBE                        The institutional component (entitlement and placement), which closed last night, raised
                                        approximately $542 million. The priority entitlement ratio is 1 new share for every 5 shares
                                        held at the record date at an issue price of $5.50 per share. The institutional placement price
                                        was also $5.50 per share. The balance of the offer will comprise a retail entitlement component
                                        expected to raise up to $121 million on the same 1:5 basis and the same price. The prospectus
                                        for the retail entitlement component is expected to be lodged with the Australian Securities and
                                        Investments Commission for registration on Friday, 19 October 2001. The retail component is
Reading List                            expected to close on 20 November 2001.
                                        The retail priority entitlement component will be made at the same price ($5.50) and same pro-
Client Advisers (Brokers)
                                        rata ratio (1:5) as the institutional priority entitlement component.
Compliance Managers
Corporate Advisory
                                        The anticipated timetable in relation to the priority entitlement offer is as follows.
DTR Operators
                                        Event                                                                  Date
                                        Trading halt
Non Broker Participants
Office Managers
                                        Announcement of proposed capital raising from existing
Operations Managers (back
                                        qualifying shareholders (indicative price announced)                   Tuesday, 16 October 2001
office)                                 Trading Halt                                                           Wednesday, 17 October
Research Analysts                                                                                              2001
Share Registries                        Announcement of result of Institutional component and final
                                        capital raising structure (final price and ratio).
ASX contact                             Trading halt lifted prior to commencement of trade – securities
                                        commence trading on an ex-entitlement basis (XE) on
David Barnett                           SEATS.
                                        Record date to determine qualifying shareholders participation
Telephone                               in the ‘pro-rata’ non renounceable priority entitlement (5.00pm
                                        Sydney time).                                                          Thursday, 18 October 2001
(02) 9227 0520
                                        Lodge prospectus at ASIC and copy to ASX                               Friday, 19 October 2001
ASX Limited                             Expected dispatch of prospectus to qualifying shareholders             Wednesday, 24 October
ABN 98 008 624 691                                                                                             2001
Exchange Centre
                                        Retail component closes                                                Tuesday, 20 November 2001
20 Bridge Street
Sydney NSW 2000
PO Box H224
Australia Square NSW 2000               Settlement issues
Telephone 61 3 9617 7834
Facsimile 61 3 9614 7124                Despite the fact that the shares are trading “ex entitlement” on SEATS, CHESS will not
Internet:         recognise for settlement purposes the “ex entitlement” or the “cum entitlement” tag on CHESS
DX 10427 Stock Exchange Sydney          messages. As a result, CHESS will not maintain cum balances in these shares within the

No responsibility is accepted for any   In addition, CHESS will not perform any automatic diary adjustments to “cum entitlement”
inaccuracies contained in the matter    settlement obligations outstanding as at the record date.

asx005547.doc                                                                                                                    Page 1 of 2
                                                                                                                           No: 542/01
                                      To assist brokers, system novation to TNSC will be removed from the ex date until 5 business
                                      days after record date inclusive.

Trading issues

ASX will not provide a "cum" market with respect to trading in QBE securities. Persons who trade QBE’s securities from Tuesday,
16 October 2001 will not be entitled to participate in the priority entitlement issue.

Evidence of entitlements

Persons who have traded QBE’s securities prior to the record date (18 October 2001) but are not registered holders on the record date
should contact QBE's registry, ASX Perpetual Registrars Limited on 02 – 8280 7111 or QBE to establish if there is any entitlement.

Further information

For further details please refer to QBE's announcements dated 16 and 18 October 2001 and QBE’s prospectus which is expected to be
lodged on 19 October 2001.

 asx005547.doc                                                                                                            Page 2 of 2

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