QBE Insurance Group Limited (ASX:QBE)
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Apr 29, 2026, 4:10 PM AEST
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AGM 2024

May 10, 2024

Michael Wilkins
Chair, QBE Insurance Group Limited

Good morning, ladies and gentlemen, and welcome to the 2024 Annual General Meeting of QBE Insurance Group Limited. For those of you that I haven't met, my name is Mike Wilkins. I'm the chair of QBE Insurance Group, and on behalf of your board, it's my pleasure to welcome you to this hybrid AGM. I also welcome those joining us via the web and via teleconference. As I begin, I'd like to acknowledge the traditional owners of the land in which I stand today, the Gadigal people of the Eora Nation, and recognize their continuing connection to land, waters, and culture. I pay my respects to elders past and present and to any First Nations people who are joining us here today. There being a quorum present. I declare the meeting open.

The notes of the meeting, which was made available to shareholders on the 2nd of April of this year, will be taken as read. The minutes of the 2023 Annual General Meeting being in order, signed, and copies available for shareholders upon request by Computershare. Today, every effort has been made to ensure this meeting runs smoothly. However, if any technological issues do arise and it becomes necessary to provide any procedural information in respect of this meeting, updates will be provided on our website. A recording of the meeting will also be available on our website. If you're watching via the live webcast while also listening through the teleconference, you may notice a slight delay with the webcast. There are a number of procedural matters which I must draw to your attention. Firstly, how to vote at today's meeting.

All resolutions at today's meeting will be decided by a poll which recognizes the votes of those shareholders present today and those who voted by proxy and gives all shareholders an equal voice in determining the matters before the meeting. Each share in QBE carries one vote. Once I've opened the polls, shareholders who are attending in person can vote on their devices in the room via the Computershare platform by scanning the QR code on your blue attendance card with your smart mobile device. This will take you to an online Engage. Cast a vote, select one of the options. There's no need to hit a submit or enter button as the vote is automatically recorded. You'll receive a vote confirmation notification on your screen. You can change your vote up until the time the chairman declares voting is closed.

Those shareholders without a mobile device, you may complete and sign the back of the blue attendance card. A Computershare representative will collect your voting card at the end of the meeting. Non-voting shareholders will receive a yellow card and will not have the ability to vote online. Shareholders attending online should refer to the instructional slide now on your screen for voting instructions. You're eligible to vote. Once voting opens, press the vote icon, and all resolutions will be activated with voting options. To cast your vote, select one of the options. Once again, there is no need to hit a submit or enter button as the vote is automatically recorded. You can change your vote up until the time that I declare voting closed.

Consistent with how we've conducted our meetings in recent years, I'll open the poll for all resolutions requiring a vote at the same time. For those that are eligible to vote, you may vote on all resolutions at any time during the meeting while the polls are open. The items of business that we're considering at today's meeting are set out in the notice of meeting. For those of you attending in person, copies of the notice of meeting are available in the foyer. For those of you attending online, the resolutions can be viewed in the platform. Proxy holders should note that all directed votes have been accumulated and recorded. Only proxy holders with open votes are asked to record a vote in favor or against a resolution or an abstention. Secondly, the protocol for asking questions at today's meeting.

This is a shareholders' meeting, and therefore only shareholders, their attorneys, proxies, and authorized corporate representatives are entitled to vote and ask questions. Questions relating to shareholders' personal and business affairs, including as a customer, aren't appropriate for the AGM, but can be addressed by QBE staff outside of this meeting. Arrangements have been made for shareholders to ask questions online or over the phone and will open lines later in the meeting. We'll take questions on all items of business at the same time. Shareholders who are participating online may submit a question at any time. You may start to lodge your questions now. They'll be answered at the appropriate time of the meeting. I refer you to the instructional slide now on your screen. To ask a question, select the Q&A icon. Select the topic your question relates to from the drop-down list.

Type your question in the text box and press the send button. If you're having any difficulties in asking a question, please refer to the user guide, which can be accessed through the platform. Shareholders who are attending in person will have an opportunity to ask questions when we reach that relevant part of the meeting. We'll ask shareholders in the room here to use the microphones that are placed throughout the auditorium so that we can all hear you clearly. Please show your voting attendance card to the microphone attendant. Please introduce yourself to the meeting when it's your turn to speak by giving your name and any organization which you represent. I'll nominate the microphone from which I'll take the next question.

For those who'd like to ask questions by telephone, you may do so by calling the telephone numbers set out on page one of your notice of meeting and quoting QBE. To ask a question via the telephone, press the star key, followed by the number one on your phone keypad, and you'll be connected to an operator once we've reached that part of the meeting. To cancel your request, press star two on your phone. All questions should be addressed to me as chair and should start with the item of business to which it relates. We ask that you keep questions short and to the point so that as many shareholders as possible have the chance to participate in today's meeting.

Please also note that as time is limited, it's possible that not all questions will be able to be answered today, and if we receive multiple questions on one topic, they may be amalgamated together. We also ask that you choose one platform to ask a question rather than submitting the same question through multiple platforms. Having now outlined the procedural requirements of the meeting, we'd like to play a short video which highlights why QBE.

Speaker 9

If it could be part of something great. I feel like I'm contributing to something bigger, something exciting. We're transforming investing to enable a more resilient future. It feels like our moment. We have the power to achieve great things together. I've had a tremendous amount of support from my professional and personal development in this space. It's comforting to be a part of a future-focused organization that has long-term development plans, not just for its business but also for its people. I'm excited for the growth opportunities that lie ahead. When I think about the future and the investments QBE is making in enabling a very exciting future, I think for me as an individual, what I'm really quite enthusiastic about is the skills that I'll learn. If QBE's success was also about you. I feel empowered to focus on my well-being.

To connect with others around my career and plans. I have a focus and know I'm heading in the right direction. With the right support in place to achieve my ambitions. There's been some great opportunities to work with senior leaders and other stakeholders across the business relating to lots of different modernization and transformation projects. My development plan is aligned with leadership, and I'm so excited to extend my vote among the organization in general. A platform for more meetings at QBE will give me the opportunity for mentorship programs, and this has in turn given me better insight on how I do some decision-making. What if. This is our moment. It's mine. And yours. And yours. Health. Your career at QBE. Let's make it happen.

Michael Wilkins
Chair, QBE Insurance Group Limited

Every time I see that video, I'm really encouraged by the people that we have at QBE, and it reflects the work that our executive team have done on the continued promotion of our people but also on the culture of the organization. Today, joining me in the room in Sydney is our Group CEO, Andrew Horton, together with my fellow directors, Jann Skinner, Yasmin, and Steve Ferguson. Our other directors joining via teleconference, they are Penny James, Tan Le, Kathy Lisson, Sir Brian Pomeroy, Rolf Tolle, and Peter Wilson. Our Group General Counsel and Company Secretary, Carolyn Scobie, is also here with me today. Barry Azzopardi of Computershare Investor Services will act as returning officer for the purposes of conducting and determining the results of the poll.

Partners from our external auditors, PricewaterhouseCoopers, Voula Papageorgiou , and Scott Hadfield, are also here, and they'll be available to answer questions on the accounts or the conduct of the audit. As I mentioned earlier, voting today will be conducted by way of a poll on all items of business that require a vote. The items of business to be considered at today's meeting are showing on the screen now and are set out on the notice of meeting. I now put each resolution to the meeting and declare voting on all items of business other than item one, given no vote is required to be held on that item. The voting icon will soon appear. Please submit your votes at any time whilst voting is open. I'll give you a warning before I move to close the voting at the end of the meeting.

As set out on our notice of meeting, as the Chair of this meeting, I'll be directing all undirected proxies in favor of each item of business that requires it today to the extent permitted by applicable law. I'll formally vote all undirected proxies in this matter and all directed proxies in accordance with the directions provided to shareholders. The proxy results for each item now appear on the screen. This year, we again ask shareholders to submit questions prior to the meeting. The key themes within the questions have been answered through my address. We thank shareholders for taking the time to submit the questions as we greatly value your views. I now will make a short address about 2023 and 2024 for QBE. QBE performed well during 2023.

I'm very pleased with the progress that we're making against our strategic priorities as well as improved stability and consistency that we're demonstrating across the business. We remain guided by the purpose of enabling a more resilient future, particularly as communities around the world face an increase in the severity and frequency of natural catastrophes and heightened levels of geopolitical instability. Throughout 2023, there were a number of natural catastrophe events globally, including the flooding and cyclone events in New Zealand, earthquakes in Turkey and Syria, and a series of powerful convective storms across the United States and Europe. All this year, we've experienced destruction and losses from cyclones, storms, and bushfires, and insurance will be a critical factor in the recovery for these communities.

In Australia, our recent summer saw a number of extreme weather events across the east coast, with two declared catastrophes being Ex-Tropical Cyclone Jasper and Christmas Day storms. More recently, we've experienced bushfires in Western Australia and severe storms in New South Wales last month, while 2024 has also included a long list of winter storms and convective storms in North America. QBE is there for families, businesses, and communities who are impacted by these events, and I'm very proud of our people who genuinely care and support our customers around the world. Climate change will continue to challenge us all, and our ability to prepare, protect, and rebuild will be more important than ever. We appreciate and acknowledge the cost of living pressures facing customers, particularly in Australia, and as global inflationary pressures are an issue.

The persistency of catastrophes, rising costs of material and labor, and higher reinsurance costs are all contributing to the cost premiums. QBE and the insurance industry have been advocating for measures that reduce natural peril risk and increase mitigation and community resilience, as this is critical to address insurance affordability and accessibility. Premiums reflect the risk, and to sustainably reduce insurance premiums, the underlying risk needs to be reduced. Solutions for risk reduction and mitigation require collaboration between insurers, communities, and governments. And in Australia, we support the Insurance Council's policy recommendations regarding investment in mitigation, infrastructure, land use planning changes, and strengthening building codes to create more resilient homes. We're also pleased to be a participant in the Hazards Insurance Partnership that's been established by the federal government, and we appreciate the Australian government's focus on these matters.

There's further opportunity to better inform and engage communities to understand their risk and support risk reduction where possible. In Australia, QBE offers a discount to owner-occupied homes in Queensland that have certified cyclone mitigation upgrades under the Household Resilience Program, and we offer lower premiums for households in flood-prone areas that raise their doors. Globally, the geopolitical environment is deeply concerning, and the enduring conflicts between Russia and Ukraine, as well as this year's Palestinian conflict in Gaza, are devastating for millions of people. Regrettably, viable solutions to these conflicts appear remote in the short term, posing ongoing threats to global stability. Against that backdrop, in 2023, QBE made very good progress against strategic priorities, and our performance reflects the shifts QBE is making to be a more consistent organization.

We delivered a statutory net profit after tax of AUD 1.355 billion in 2023, following a continuation of very strong growth of 10% and supporting our commitment to deliver improved profitability. Our capital position and balance sheet remain strong, and our regulatory minimum requirements are prudently positioned. QBE's PCA multiple, which is the measure of capital we hold relative to that we are required to hold by regulators, increased from 1.79 x to 1.82 x, and as of the 1st of December last year, this was marginally above the top-end 1.6-1.8 times target range. Given the ongoing global economic uncertainties across our operations and to ensure that we can execute on opportunities as they present themselves, we will continue to maintain a strong capital position.

Reflecting the company's performance in 2023 and our confidence in the future, the board declared a final dividend of AUD 0.48 per share, bringing the total dividend paid in respect of the 2023 year to AUD 0.62 per share. This compares with dividends of AUD 0.39 per share for 2022 and is the highest total dividend paid by QBE for a number of years. Sustainability is a key factor for our business and for the board, and we're pleased with the progress that we made during 2023 and into 2024 against our longer-term commitments. Our Group Executive Committee oversees the execution of our sustainability strategy, and progress is reported to the group board on a quarterly basis, ensuring transparency, accountability, and alignment with our sustainability focus areas.

I'm encouraged by the progress that we're making in our sustainability strategy and specifically the three focus areas we identified in our refreshed plan, which was released in February of 2022. Our focus area is, firstly, to foster an orderly and inclusive transition to a net-zero economy. Secondly, to enable a sustainable and resilient workforce. And thirdly, to partner for growth through innovative, sustainable, and impactful solutions. In 2023, we continued to progress our scorecard goals aligned to these focus areas. We also conducted a deep-dive materiality assessment, which validated our approach and strategy. As part of our focus area one, to foster an orderly and inclusive transition to a net-zero economy, we made good progress in 2023 to better understand how our customers, strategic suppliers, and investees are transitioning. We released a formal engagement target for underwriting to engage some priority customers on a regular basis through to 2030.

We commenced engagement with strategic suppliers of our business, and we continue to strengthen our engagement with all of our external fund managers. We also progressed our targeted engagement with the top 20 highest emitters in our investment-grade corporate credit portfolio. Our people remain at the heart of QBE, and you have seen the video that we showed prior to the commencement of our formal proceedings today. Last year, we launched our refreshed employee value proposition to help us attract these people and inspire them to work at QBE. We launched the Why QBE campaign to bring to life the experience of working at QBE and to highlight what makes us unique as employers. To support a sustainable and resilient workforce, in March of 2023, we created new belonging targets and measurements across multiple dimensions of the diversity of our people.

We're externally recognized for this marketing work, winning the most inclusive workplace in the Australian HR Institute Awards. We've made good progress on the gender equality journey, and in 2023, we achieved our target of 40% women in leadership earlier than our previously projected timing of 2025. We continue to focus on women in leadership to maintain this result. QBE also continued to meet our 2025 goal of 40% women on the group board. In 2022, we pledged support for the industry-led 40:40 Vision with the goal of meeting to meet the principle of 40% women, 40% men, and 20% any gender on the group executive committee by 2025, a target we currently meet with 55% women on our group executive committee. QBE is again being listed as one of the top 100 companies globally for gender equality by Equileap in its seventh annual Gender Equality Global Report and ranking.

This is the seventh year in a row QBE is being listed in the top 100 and the third time since the benchmark began seven years ago. The report provides a state update on gender equality in the corporate world globally. QBE's overall score was 68% for gender equality, maintaining our score from 2023 and well above the overall average of 44%. In October of last year, the QBE Foundation was recognized at the Australian Workplace Giving Awards and received three runner-up awards for Best Corporate Charity Partnership for our Global Disaster Relief and Resilience Partnership, Best Grants Programme, and Best Innovation for QGiving, which is our employee fundraising and volunteering platform. We've made significant strides forward on our culture journey, and I'm very proud of the progress the organization has made in recent years.

The board remains committed to continuing investing in this important pillar of the organization, and I thank all of our people for leaning in to create the QBE culture that we have today. Andrew will speak to the good results related to employee engagement that we continue to see in our regular employee survey. I'm also proud of the initiatives we're taking to support a sustainable business, and in February, we released our 2023 Sustainability Report, and I recommend that report to you as a clear, comprehensive update on our sustainability agenda. Today, our executive directors, Jan Skinner and Brian Pomeroy, will retire from the QBE board, effective at the conclusion of this meeting. The board's very grateful to Jan and Brian for their many years of service and commitment to QBE.

Their support and advice have been invaluable, but the board and senior management and their stewardship as chairs and members of their respective committees have been critically important. On behalf of you, our shareholders, and all QBE, I thank Jan and Brian for their valuable contribution, and we wish them good health, happiness, and continued success in the future. I'd also like to welcome our new executive directors, Penny James, Steve Ferguson, and Peter Wilson, to the board. You'll hear directly from each of them later in the meeting. These changes are part of our ongoing board renewal process and to ensure the board continues to have the required diversity of skills and background to effectively guide our organization now and into the future. In conclusion, in 2023, QBE demonstrated its commitment to improved profitability and consistency, and our company is well positioned for the future.

We have a strong history of supporting customers for over 138 years, and in 2023, we were proud to celebrate 50 years of continuous trading in the Australian Securities Exchange. Under the leadership of Andrew Horton and the group executive committee, QBE executed strongly against our strategic priorities, and with a global team of 13,000 people who united behind our purpose and vision, I express my sincere thanks for their continued dedication to all of our customers. On behalf of the board, I also thank you, our shareholders, for your continuing support. QBE is a strong and resilient organization, and I'm confident that we'll continue to deliver for you into the future. I'll now ask Andrew to address the meeting.

Andrew Horton
CEO, QBE Insurance Group Limited

Thank you, Mike, and good morning to everyone here today. I'd also like to acknowledge the traditional owners of the lands from where we're joining today and pay my respects to elders past and present. It's a privilege to be here today to provide an update on QBE. I'm very proud of our QBE teams around the world who support our customers and demonstrate their commitment to our purpose, enabling a more resilient future. In early 2022, we launched a purpose and vision to guide our organization for the long term. At the same time, we launched six strategic priorities, and while we expect those to remain disciplinary terms, we continue to review them to ensure they fit the purpose. Since launching our purpose, vision, and strategic priorities, our people have engaged with enthusiasm and executed diligently, working together as a global team with 13,000 people in 27 countries.

Over the last year, we've made good progress on building great consistency and improved resilience in our business. Our efforts over the near term will continue to focus on reducing volatility, which we expect will further support consistent outcomes for our customers, shareholders, and people. While I'm pleased with the progress we're making, I believe we can continue to improve our underwriting performance, and this remains a priority. We remain focused on delivering better performance in North America, and despite an unsatisfactory result for 2023, we have made business simpler, exited a number of underperforming property portfolios, and we expect performance to improve with the run-off of non-core lines. Our leadership has remained strong, and I'm pleased with our internal appointments for the group executive committee last year.

In September 2023, Peter Burton, who's over 15 years with QBE in underwriting and management, was appointed as Group Chief Underwriting Officer, and Julie Wood was appointed Chief Executive Officer, North America. Equally important, our broader leadership cohort has remained stable, and this culture is helping deliver a consistent organization more broadly. We're making meaningful progress with our sustainability strategy, and we're on a journey of embedding sustainability into our business. Today, we released an update on our performance for the first quarter and also confirmed our outlook for 2024. In summary, we've had a good start to the year. Market remains supportive with continued momentum in gross written premium, while underwriting performance is tracking to plan. We continue to expect constant currency gross written premium growth in the mid-single digits this year.

Through the first quarter, gross written premium growth was 2% on both a reported and constant currency basis. This was supported by group-wide renewal rate increases of 7.3%, which are tracking in line with expectations. Ex-rate increases declined by 2% in constant currency due to lower crop premium and property portfolio exits in North America and Australia. Excluding crop, group gross written premium and ex-rate growth was 9% and 3% respectively. Our underwriting performance remains encouraging. Group claims experience through the year to date is tracking broadly in line with plan assumptions. The net cost of catastrophe claims for the four months to April 2024 was around AUD 300 million and underscored by a number of storm events in Austria and North America. Today, we've confirmed our group combined operating ratio outlook for 2024 and continue to expect a result of around 93.5%.

Finally, to investment performance, we achieved excellent investment returns for the quarter, underscored by supportive interest rates alongside favorable returns in our risk asset portfolio. We delivered a total investment income of just over AUD 400 million for the period. In all, we're making good progress against both our financial plan for the year and our strategic agenda. We look forward to sharing more detail with you about our first half 2024 results on August 9th. Our strategic priorities continue to provide direction for the medium to long term, and we're focused on having the right capabilities, people, and technology to deliver these strategic priorities and support our customers. And pleased with the progress we're making against all six priorities of portfolio optimization, sustainable growth, bring the enterprise together, modernize our business, and our people and culture.

The portfolio optimization and sustainable growth priorities play a critical role in our ambition to deliver a consistent group combined operating ratio in the low- to mid-90s. Our portfolio optimization initiatives in 2023 focused on our property portfolio, where we improved balance across the group and reduced potential earnings volatility. We want to accelerate QBE's data-centric capabilities and expand our ability to support customer resilience through new technologies such as AI. Further progressing our acceleration of AI integration is a key priority for 2024. More broadly, we'll continue to leverage technology to deliver better outcomes for customers through our modernization strategic priority and QBE Ventures initiatives. Continuing to deliver against the strategic priorities outlined at the beginning of 2022 is uniting our enterprise, and we've made good progress.

In 2023, our more connected enterprise supported a number of initiatives, including a global approach to new growth opportunities, and this year, we will continue to identify enterprise opportunities through improved knowledge sharing and relationships. Our people and culture priorities are foundational for our success. During 2023, we launched QShare, QBE's new employee share plan with 27% of eligible employees enrolling, and QGiving, QBE's employee fundraising and volunteering platform that brings our people together with our community partners. This year, we'll continue to embed our purpose through decision-making and further embed our safety-to-speak-up practices in how work gets done at QBE. I'm proud of the culture we have at QBE. Through our regular employee surveys, I'm heartened to see that our engagement remains consistent at 66%, which remains above the global benchmark for financial services at 49.5% of organizations using the same employee survey tool and methodology.

For more information on our progress against our strategic priorities, our 2023 annual report outlines each of our six priorities and details our progress. People are at the heart of our business, and I'm proud of our people from all around the world who support our customers, communities, and each other. QBE is a global insurer, and our portfolio is broad and diverse, and we help customers recover from a range of unexpected events. QBE has been there for families, businesses, and communities who've been impacted by extreme weather events. In Australia, our claims team are focused on enhancing the consistency and quality of customer experiences and outcomes. The team have established a Property Health Check program to better understand the most complex claims and identify any potential obstacles.

They've implemented a management system to identify, monitor, and spot-check claims, prioritizing them based on vulnerability, temporary accommodation needs, significant losses, and mold remediation. These on-site visits help give customers confidence in the claims process while giving our employees valuable experience in complex claims. In the UK last year, we launched QBE Minds in Business to help our customers improve mental health in the workplace, particularly in sectors that are impacted by higher rates of mental health issues. The program uses a mental health assessment tool to better understand a customer's business and its people and provide a risk improvement plan to help support happier employees, fewer workplace incidents, and improved claims experience.

In North America, QBE is proud to announce the launch of the QBE Possibilities Fund in January this year, an innovative initiative dedicated to supporting and fostering collaborative early-stage climate solutions that are seeking to contribute to a more resilient and sustainable future. Through the QBE Foundation, we want to help improve the resilience of communities through our long-term partnerships. The QBE Foundation's focus is on creating strong, resilient, and inclusive communities. In March this year, QBE Foundation, Australian Red Cross, and Leading Cities were proud to announce a new global partnership to harness innovation and scale data-driven technology solutions to empower community climate resilience. The partnership's mission is to address some of the world's biggest humanitarian challenges and aims to leverage innovative technology through the QBE AcceliCITY Resilience Challenge to accelerate and enable resilience for global communities.

I'm incredibly proud of what we do at QBE and the role insurance plays in the lives of our customers around the world. We will remain focused on supporting our customers and partners, continuing to invest in our communities, and delivering consistently for our shareholders. I extend my sincere thanks to my GEC colleagues and everyone at QBE for their efforts and passion for our company. I thank you, our shareholders, for your ongoing support of QBE. I will now hand back to Mike.

Michael Wilkins
Chair, QBE Insurance Group Limited

Thanks, Andrew. Before we open the meeting to questions, I'd like to present a video of your directors speaking to their elections and re-elections as outlined in Resolution 4 of the notice of meeting. These have been prerecorded due to the time zone differences for those directors who are currently overseas. We'll now show those now.

Tan Le
Non-Executive Director, QBE Insurance Group Limited

I'm very pleased to submit myself for re-election to the board of QBE. I joined your board in September 2020 and am based in the United States. I am the chair of the People and Remuneration Committee, and I also serve as a member of the Governance and Nomination Committee. I am the founder and CEO of EMOTIV, a neuroinformatics company advancing the understanding of the human brain. I have also been a contributor at the World Economic Forum and previously served on the forum's Global Future Council and on the forum's Board of Stewards on shaping the future of information and entertainment.

I am honored to have the opportunity to continue to serve on your board, and I look forward to working with our Chairman, Mike Wilkins, my colleagues on the board, our CEO, Andrew Horton, and the wider management team to assist QBE to maximize its potential and serve the interests of our customers, our shareholders, our people, and the community. I would greatly appreciate your support for me to serve on your board.

Penny James
Non-Executive Director, QBE Insurance Group Limited

Hello. My name's Penny James, and I'm delighted to submit myself for election to the QBE board. I joined the board in January of this year, and I sit on the Risk and Capital Committee and on the People and Remuneration Committee. I have over 30 years' experience across financial services, having worked in general insurance, life insurance, asset management, and wealth in that time. My previous positions include as Chief Executive Officer and previously Chief Financial Officer for Direct Line Group in the UK, as Chief Risk Officer and previously Director of Group Finance at Prudential plc, and as Chief Financial Officer for Omega Insurance Holdings. I've been a board member for the Association of British Insurers, and I've chaired the Financial Conduct Authority's Practitioner Panel.

Currently, I'm the Senior Independent Director at Hargreaves Lansdown, the largest wealth manager in the UK, and I'm on the board of Mitie, who specialize in facilities management and engineering works on major properties, including their conversion to net zero. I'm co-chair of FTSE Women Leaders , a joint government and business initiative to drive forward the cause of gender parity at the top of British business and to monitor and publish its progress. It will be an honor to serve on the QBE board, and I look forward to working with our chair, Mike Wilkins, my board colleagues with Andrew Horton, our CEO, and the wider management team to maximize our potential for our customers, our shareholders, our people, and for the wider community. So I would very much appreciate your support to serve on the QBE board. Thank you.

Peter Wilson
Director, QBE Insurance Group Limited

Hello. This is Peter Wilson. Thank you for allowing me to join this meeting via video, as I'm based in the United States. It's a very effective and practical way for me to do so. In September of last year, I joined the QBE board and am currently a member of both the Audit and Risk Committee. Prior to joining the QBE board, my insurance career spanned nearly 40 years, the last 10 years of which I worked for Axis Capital. At Axis Capital, I was the CEO of their specialty insurance operation, and I was based out of the New York office. Prior to joining Axis Capital, I worked at CNA Insurance Company, a Chicago-headquartered and based company, and I was the president of their specialty operations.

Then prior to joining CNA, I worked nearly 10 years at AIG and was an executive vice president in charge of their professional liability practice insuring public directors and officers. For me, it is an absolute privilege and honor to serve on your board and to work with our chairman, Mike Wilkins, our CEO, Andrew Horton, my other board members, and certainly the broader management team at QBE. My role and focus is really helping this company maximize its potential in terms of delivering capabilities, resources, etc., and returns to our shareholders, to our customers, to our employees, and to the communities in which we serve. With that, I would certainly appreciate your support to continue to serve on the QBE board. Thank you.

Michael Wilkins
Chair, QBE Insurance Group Limited

I'll now ask Steve Ferguson to speak to his election in person, given he's here with us today.

Stephen Ferguson
Non-Executive Director, QBE Insurance Group Limited

Thank you, Mike. I'm very happy to submit myself for election to the board of QBE. I joined your board in November 2023 last year, and I'm a member of the Audit and the Risk and Capital Committees. I'm a senior executive and business leader with over 30 years' experience in the financial services industry, serving as a financial services leadership partner with Ernst & Young for over 15 years, where I was also the signing audit partner for numerous top 50 ASX-listed companies. More recently, I've held board-level positions in the commercial, government, and not-for-profit sectors for the last six years. I'm currently serving as the chair and non-executive director for Bank Australia, and I'm a non-executive director for Genworth Australia Limited, Genworth Australia Life Limited, BackTrack Youth Works, and Parkinson's Australia Limited. I'm also an external member of the UNSW Audit and Risk Committees.

I'm excited to have the opportunity to serve your board, and I look forward to working with Mike and my board colleagues, Andrew, and his wider management team to assist QBE to maximize its potential and serve the interests of our customers, shareholders, our people, and the broader community. I would greatly appreciate your support for me to serve on your board. Thank you.

Michael Wilkins
Chair, QBE Insurance Group Limited

Thanks, Steve. I'm now opening the meeting up to questions from all shareholders. I refer you again to the instructional slides and how to ask questions on your screen and behind me. So I now call for questions, and perhaps we'll start with any questions that people have from those who are with us here in the room today before we go to online and then telephone questions. So questions from those in the room, please.

Speaker 8

Thank you, Mr. Chair. Natasha Lee, shareholder. I've got a couple of questions. You mentioned artificial intelligence for risk. I sort of get a bit nervous when I hear that because half the time, it's not really artificial intelligence, as well as the risk of biases creeping into the algorithms. Maybe tied up with that, you talk about partnership for catastrophe modelling and analysing scientific literature. Given that scientific literature is always a couple of years behind before it gets published, issues such as the climate impacts are in a very fast-moving environment. I was just wondering, can you explain how your artificial intelligence risk assessments ensure that there isn't bias in managing those sorts of unintended consequences?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, Ms. Lee, thank you for your question on that. Artificial intelligence is obviously the topic that most organizations and a lot of people are speaking about just at the moment. One of the important things that we have done at QBE is we have tried to actually put some guardrails around the use of artificial intelligence to make sure that we are trying to protect our customers, but also to protect the organization as well. The potential for bias is clearly there, but it is one that we do test against to make sure that what we are using is something that we can actually say makes some sense to us as well. So we're applying what I'd hope is a little bit of common sense with all of that.

Where we are using it mainly is to help us in terms of our internal efficiency, particularly from a processing point of view. Going to your comments around the use of AI and data being a little bit out of date, I mentioned and Andrew also spoke to the fact that we've got some real-time information about what's happening from a claims perspective as well. We try to factor that in. Is it foolproof? I can't say to you that it is, but we've tried to put as many protections around it as we can. Andrew, I don't know whether you want to comment on any specifics, for instance, about our use of AI.

Andrew Horton
CEO, QBE Insurance Group Limited

No, I'd echo your point, Mike, that we've been very, very cautious and careful about it, focused on the risk of using AI. And at the moment, we're using it in a very limited way, and it's only interrogating information as it comes in. It's not allowed to go out there and use broader information. So it's only interrogating information that's been submitted to us. So it's a limited use, but it can still be very useful in our processing.

Speaker 8

No, that's great. Yes, I agree. Artificial intelligence does have uses, but it can easily be abused in that sense. I was interested in your carbon price, your internal carbon price of AUD 65 a ton. How often is that reviewed? And I note that globally, there's a shadow carbon price of AUD 70, which may or may not be significant in the variation as far as the application. And what are your comments?

Michael Wilkins
Chair, QBE Insurance Group Limited

Yeah, thank you. So as you said, we use an internal carbon price of AUD 65 a ton. It really is to actually focus our attention and the attention of our people around what they are doing and particularly the footprint that they are giving. So in making decisions to travel and to do other things, we want people to actually understand that. We're happy with the AUD 65. It's more around just trying to get people to understand where the difference is. But as you said, if international pricing is looking at AUD 70 a ton, I don't think we're a long way away from that. The use of it is more to actually make our people aware of the decisions that they're making and to think about what they're doing rather than just reacting.

Speaker 8

Okay. No, that's fine. I note that well, I suppose I should say that shareholders expect directors to have skin in the game, and you do have a requirement for directors to acquire shares within five years. Given that the most directors only on the boards for about 10 years, five years does seem a little bit long to acquire shares. And I was wondering whether you could review that and shorten that period. I understand that there are restrictions on times when you can actually buy shares. It's not like people like me who can buy at any time, but 5 years does seem a bit too long and generous in that respect.

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, thank you for that comment. We think five years is about right. Most directors serve for a tenure of nine or 10 years, and to build to it, given that we require significant holdings for our directors, we think is sensible. As you mentioned, we're not able to buy all that often because of the information that we have available to us. So there's very few windows that we can do. So we think, on balance, the five years is about right. But I take your point, and it's a question that we will ask ourselves over the course of the next year.

Speaker 7

Thank you. Just a final one. On your accounts, the insurance finance income in this year is an expense of about AUD 1 billion. You move from AUD 1.1 billion positive to a negative. I was trying to understand what's caused this. It said refer to note 2.21, but I couldn't discern. The accounts are on page 68, and then a bit further on is 2.21. I couldn't actually work out why this has happened, and there didn't seem to be an adequate explanation.

Michael Wilkins
Chair, QBE Insurance Group Limited

If you will bear with me for a moment, I'll have a look at 2.21. Yeah, well, given that our accounts run to 143 pages, sorry, I just missed the last 50 or so.

Speaker 8

That's okay.

Michael Wilkins
Chair, QBE Insurance Group Limited

So you're referring here to the movement in our restated position relative to 2023?

Speaker 8

Yes.

Michael Wilkins
Chair, QBE Insurance Group Limited

And it's.

Speaker 8

It's about halfway down.

Michael Wilkins
Chair, QBE Insurance Group Limited

It's the statement of comprehensive income, a negative of AUD 1.7 billion versus 1.5. Is that oh, sorry, it's 1.2 versus 4 in total.

Speaker 8

No, no, hold it.

Michael Wilkins
Chair, QBE Insurance Group Limited

Restate.

Speaker 8

Yes. It's under insurance operating result, and the line under that says insurance finance, in brackets, expense income. So yes, for the 2023 result, it's negative AUD 1.039 billion. And the restated 2022 result was positive AUD 1.157 billion. So I was just trying to find an explanation of why there's such a wide movement and the reason for that.

Michael Wilkins
Chair, QBE Insurance Group Limited

Okay. Thank you. The chair of our audit committee tells me that it's to do with the unwind of the claims discount that we have and the movement in interest rates with that, so they can go both ways. As you're aware, we now account under AASB 17, which does reclassify some of the information that previously went through our underwriting line into different lines. But that's what the differential relates to. If you want some more information about that, I'm sure that some of our people will be happy to take you through that in greater detail outside the meeting.

Speaker 8

Okay. Thank you.

Michael Wilkins
Chair, QBE Insurance Group Limited

Thank you. Other questions from those who have joined us in the room?

Speaker 8

Good morning, Chair. It's been a while since I've been to a QBE meeting. Although I've been a shareholder for over 10 years, I don't often have the opportunity to actually attend. It's great to be here and see the wonderful work that Andrew and his team are doing. A couple of little comments. First is that in the annual report, unfortunately, the most recent one doesn't really say much about what the insurance products that you actually insure for.

I mean, it's a lot about the company, but there's not very much information specifically about, "In Australia, we insure for these risks and these risks and these risks." It seems to have just in previous annual reports, it was quite specific on, "Where in the US were we targeting this?" or, "Where in the old days of South America when we had things down there and all that?" There seems to be a lack of information in the annual report on exactly what risks we're insuring for in those different markets. And also, in particular, about the claims process, how we go about ensuring that we have a proper claims process for our customers. So those are just some suggestions that for the next year's annual report, you might want to just include a page or two of the actual products that we offer in different markets.

The second point I've got is that many of us come for some distance to get to the meeting, and I was a bit disappointed that there wasn't a cup of tea or coffee available for those who've attended. I mean, it's probably best that we all just stay home and watch the meeting online, but it would have been nice if there'd been at least a cup of coffee or tea or something for us when we got here. I don't know what other people think about that, but that was, and the third comment I've got is when Andrew was making his presentation, and it was great to listen to it; it would have been nice if there'd been a few slides above in the background to actually highlight the points that you were trying to make.

I mean, some people find the visual to be much more impactful comparing last year, this year, how we're going, rather than just listening to the presentation. Maybe that's something you might want to think about for next year. And similarly, the original early video we had about the people and the culture, but could have. I know in the past, we've had a video about all the products we're offering to people and how we're insuring people and how we're helping them run their businesses. So it just seems that there's been a little bit of. I don't want to take the word wokeism. All the things about they're important, sustainability and culture and all that, but the bottom line is the company has to focus on selling products and making money out of those products. And there hasn't been very much said today about that in the presentations.

Anyway, my final question, my final thing, is a question, and it's been raised in your annual report, been raised in other methods: the importance of cyber and AI to the business. They're identified as major risks and opportunities. However, what effort has the board made to include directors with experience in these areas? We've got a lot of new board members, but I don't see any of them having a lot of background in IT or cyber or these sort of areas. So I just want to question what effort's the board making to try and ensure that future board members have this expertise? Thank you.

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, thank you for your comments, perhaps commenting on a couple of things. The breadth of QBE's operations and the products that we offer, we operate in 27 countries, and unfortunately, it's not homogeneous what we've got across each of those 27 countries. So we will try to describe that a little better. We are predominantly a commercial insurer, but we have different specialties in a number of different areas. Also, thank you for the comments about the AGM and the use of visuals, which we'll take on board as well. From a cyber point of view, it's a topic that the board spends a lot of time on. I think cyber is one of the arms races that individuals and businesses are now involved in, whether we like it or not.

I think from a QBE perspective, we're subject to very rigorous oversight from our regulators regarding not only our security practices but the capabilities that we have around the business. Some of us have experienced cyber attack, and let me tell you, there is nothing like practical learning in terms of what you can then bring to the discussion. The approach that we take at QBE to cyber is guided by the principles set out by the U.S. National Institute of Standards and Technology, and the NIST standards are really an international recognized standard, so we build to that. At QBE, we've invested very heavily in a global cybersecurity operations center, which is really the eyes and ears that we have and the part of the organization that deals if we find any malicious activity being undertaken.

On top of that, we also have regular testing of our security environment and our preparedness, and that includes third parties attempting to hack their way in. I won't pretend, though, that we are saying that we are totally immune from this because I don't think anyone is, but we do feel that collectively, the board has sufficient understanding to be able to assist the management in what they're doing while not being cyber experts. But I think what you want on a board is people that have got broad experience that are able to actually see the broader picture and perhaps ask those broader questions rather than single issues parties. But we continue to look at the skill base that we have on our board, and cyber knowledge or IT knowledge more generally is clearly part of all of that.

Speaker 8

I think the point I'm trying to make is that cyber is a very expensive cost to a business, and the people may be saying that we should be spending a lot more money, and the finance people and other members of the board may be saying, "Is this spend really justified?" And those sort of discussions occur in most major companies, and sometimes, in the case of Optus, they took their view that, "Well, we didn't want to spend the money, and other companies have probably overcapitalised on that thing." So getting that balance right in terms of committing funds to protecting yourselves, whether or not that is helpful by having more expertise on the board or not, that's just my comment on that.

Michael Wilkins
Chair, QBE Insurance Group Limited

Yep. Thank you. Appreciate your comment. Other questions in the room? I don't see any at the moment, so perhaps we could move to those who've submitted questions online.

Speaker 7

Thank you, Chairman. We have 6 questions from Mr. Stephen Mayne. The first question is, "Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 145 to 2,172 since June 2022, including 15 straight months of declines. There have already been 7 major takeovers completed this year with another 18 deals announced and in the works. The ASX is losing longstanding names such as CSR, Boral, Blackmores, Alumina, Coca-Cola Amatil, The old Leighton Holdings, Sydney Airport, InvoCare, OZ Minerals, Newcrest Mining, Crown Resorts, and AusNet, which have all disappeared over the last 3 years. Fellow insurer PSC agreed to a AUD 2.3 billion takeover just this week. There is a clear mispricing between public markets and private markets.

Why are public markets not valuing ASX-listed companies like ours more highly, and what are we doing to avoid being gobbled up like so many other companies? Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, good morning, Mr. Mayne, and thank you for your first question. I think that what we're seeing at the moment is just the normal ebb and flow of markets, and these will continue. I think that shareholders make value decisions in terms of whether they want to hold a share or not to hold a share, and organisations can only do the best they can and try to deliver the best performance that they can to actually remain immune from takeover, but we are all subject to the vagaries of the economy. I think that what we are doing at QBE is certainly not looking over our shoulder and worrying about that.

What we're doing is looking to the future and saying, "What we need to do is to deliver the best performance that we possibly can for the organization." And both Andrew and I have talked about the performance that was delivered in 2023, and you would see that set out in our annual report, including the fact that we delivered a return on equity of 16% for 2023, which is, I think, a very good return, particularly in the current market circumstances. We'll continue to do that. We'll continue to focus on delivering the best performance we can because I actually think performance is the best defence that you can get against takeover.

Speaker 7

Next question from Mr. Stephen Mayne. "It is very unusual to have three new directors presented for election at one AGM. Could new directors, Ferguson, James, and Wilson, please comment on how they found the recruitment process and whether they knew any of our directors before engaging with the recruitment process? Could the Chair please clarify how many candidates the full board interviewed before selecting these three, and which recruitment firm assisted with the process?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, thank you again, Mr. Mayne. Our recruitment process and the board refresh process, more generally, is an ongoing thing where we actually look to the skills, experience, and cultural fit that directors do have with an organization and the capacity to actually understand the broader markets in which we're operating and to challenge appropriately. Speaking from my personal experience, I can say that prior to this process, I had never met Steve Ferguson, nor Penny James, nor Peter Wilson, but I'm very pleased that they all actually chose to join QBE. I don't think it's worth going into the number of candidates nor which firms we might use internationally, given we are recruiting internationally for these directors. Our selection approach to non-executive directors is to ensure that we've got a good spread of global talent, and I think that we have that.

Stephen, I don't know whether you're present here in the room. I don't know whether you want to add anything to that.

Stephen Ferguson
Non-Executive Director, QBE Insurance Group Limited

Thanks, Mike. I will report that there was a very rigorous process run by QBE and its recruiters. It took place from a period, I think, from November through to about September, October for joining the board in November, so I can report market's a very rigorous process. I knew some of the directors but have not worked with them before. Thank you.

Michael Wilkins
Chair, QBE Insurance Group Limited

Thanks, Steve. Well, I think that's reflective of both Penny and Peter as well.

Speaker 7

Thank you to Jan Skinner and Sir Brian Pomeroy for their 10 years of service on this board, which ends at the conclusion of today's AGM. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In their final contributions as QBE directors, could Jan and Sir Brian each comment on what they believe were the two best board decisions QBE made during their time on the board, and are they prepared to honestly acknowledge any mistakes?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, Mr. Mayne, thank you for that question, but with respect, I'm not going to put it to Jan or Brian because I think that that is unfair to actually ask them to do that and to try to characterize 10 years of what I think has been significant service and contribution to QBE. All I can say is I think that they have served our shareholders with great distinction, and I meant every word of what I said during my address and think that shareholders have been very lucky to have them serve on our board.

Speaker 7

One of the great positives of Australia's corporate election system is that there are normally no meaningful barriers to those who wish to nominate for a board. This is the case at QBE over its 50 years as a public company, where no hostile candidate has ever run for the board. Unfortunately, there are a handful of listed companies, i.e., Medibank, Treasury Wine Estates, and South32, which were either floated or demerged in recent years where barriers to board entry were installed in their constitutions, such as requiring that any external nominee be supported by 5% of total capital or 100 shareholder signatures just to get on the ballot. These clauses effectively entrench boards and therefore limit competition for their positions and reduce shareholder power in terms of holding boards to account.

If our Chair, Mike Wilkins, believes this is appropriate to retain at Medibank, which he also chairs, why doesn't he put up a constitutional amendment at QBE to adopt the practice? If he agrees that shareholders overwhelmingly oppose such board entrenchment tactics, why doesn't he remove this barrier to entry at Medibank?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, again, Mr. Mayne, thank you for your question. This is a QBE meeting. It's not a Medibank meeting, so I don't propose to go into the constitution of Medibank, although you and I actually have corresponded on that past, so you are well aware of the background to that. We feel that the constitution that QBE has adequately serves our shareholders and, as you point out, allows people to submit themselves to an election should those so wish to.

Speaker 7

The 2023 QBE annual report states that we have 72,027 shareholders, but unfortunately, only a tiny fraction of them will have voted today. The move away from paper has deepened the crisis in retail shareholder participation, both at AGMs and in capital raisings. In order to address this problem, we first need to understand the data. Therefore, when disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment and was a voluntary disclosure initiative adopted by the likes of ASX, Qantas, Metcash, Myer, Altium, Dexus, Webjet, Tabcorp, and Myer over the past three years.

If refusing to do this in line with your previous correspondence, will you at least now advise the AGM whether even 5% of the register participated in proxy voting? What, if anything, can you tell us about retail shareholder participation at this AGM?

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, thank you, Mr. Mayne. You referred to the correspondence that we previously had, and my position remains the same on that. In terms of proxy voting, we have showed the number of proxies, and I'm pleased to say that there is overwhelming support from all who have voted in terms of all of the resolutions that are being put forward at today's meeting. As you well know, we actually provide the details that we are required to provide to the ASX, and we'll continue to do that.

Speaker 7

Thank you for offering shareholders a hybrid AGM this year, and will you commit to keep doing this in future years to maximize shareholder participation? However, it is not best practice to ignore the agenda and only provide a single debate opportunity. This is a controversial debate-limiting tactic, which is only done by a small number of ASX 50 companies, including Macquarie and Rio Tinto. It is also against Australian Shareholders Association policy. If it's good enough to systematically follow the agenda in board meetings, why do you refuse to do this at AGMs, disrespecting those who wish to engage in focused debate on specific resolutions where shareholder approval is being sought? Could the Chair confirm that he received formal minute-board approval for this controversial tactic, or was it a captain's call?

Will he commit to have a further full board discussion, including with the three new directors, before resolving to lead another poor-practice AGM debate at next year's AGM?

Michael Wilkins
Chair, QBE Insurance Group Limited

Again, Mr. Mayne, thank you, and we have corresponded on this in the past as well, and my position remains the same. We've offered the hybrid AGM because we think that gives the best opportunity for shareholders to participate in our AGM, and I'm happy to say that we will continue to hold a hybrid AGM. In terms of your comments about agendas, given that this is a hybrid AGM, we feel the way in which we actually approach questions doesn't limit questions being asked. I'm happy to stay here as long as people want to be in terms of answering your questions on any of the topics, but we do feel that it gives the best opportunity for those who joined us remotely to ask their question in the event that they want to move to do something else.

I think that it's efficient, and it supports the hybrid AGM.

Speaker 7

We have a question from Mr. Mark Terris. "I am a shareholder and employee at QBE. I have participated in the QShare and value the opportunity to have my shares matched by QBE through this program. I am curious to know how this program is performing. Also, what impacts it has on the share price and if this program is supported by non-employee shareholders or not.

Michael Wilkins
Chair, QBE Insurance Group Limited

Well, thank you, Mark. It's great to see that you are participating, and I'm pleased to see that I think it's a 27% participation, Andrew, across our employee base, which I think is fantastic because I really value our people actually also having an interest as proprietors of the organization. We're in the first year of QShare, but certainly, from what I've heard, the feedback is very positive in terms of it, and all I can do is say that we will continue it, and I'm pleased to see that we also have some QShare holders who are here present in the room today to see the workings of an AGM.

Speaker 7

Thank you, Chair. I can confirm there are no further online or telephone questions.

Michael Wilkins
Chair, QBE Insurance Group Limited

Thank you very much. Are there any further questions, people joining us here in the room today? If not, as there's no further business, I'll shortly be closing the poll for all items of business. I ask any shareholders who haven't submitted their votes yet to do so now. I refer you again to the instructional slides on how to vote now on your screen and behind me. I now close the poll and declare the voting closed. Thank you to everyone for voting. The results of each item will be announced on the ASX shortly. Thank you also to our shareholders for attending this meeting. I declare the meeting closed. Thank you again for your attendance, and I wish everyone a good day.

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