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5 September 2017 Manager, Company Announcements

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5 September 2017 Manager, Company Announcements 5 September 2017 Manager, Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street Sydney NSW 2000 Dear Sir/Madam Insurance Australia Group Limited (IAG) Notice of Annual General Meeting 2017 Please find attached IAG’s 2017 Notice of Annual General Meeting and Voting Form. Mailing of the above documents to shareholders commenced today. Copies of these documents will be available on IAG’s website at www.iag.com.au/shareholder-centre/annual-meetings. Yours sincerely Chris Bertuch Group General Counsel and Company Secretary Level 26, 388 George Street, Sydney NSW 2000 Insurance Australia Group Limited ABN 60 090 739 923 MEETING. INSURANCE AUSTRALIA GROUP LIMITED NOTICE OF MEETING 2017 ABN 60 090 739 923 LETTER FROM THE CHAIRMAN Dear Shareholder I am pleased to invite you to attend the 2017 Annual General Meeting (AGM or meeting) of Insurance Australia Group Limited (IAG or the Company). The AGM will be held at the Wesley Conference Centre, 220 Pitt Street, The AGM will be webcast live and may be viewed at Sydney on Friday, 20 October 2017, commencing at 10.00am. A map with www.iag.com.au/shareholder-centre/annual-meetings. directions to the venue appears on the inside back cover of this booklet. An archive of the webcast will be available on the site shortly after the AGM concludes. The following pages contain details on the items of business for the meeting, as well as explanatory notes and voting procedures. A shareholder who is entitled to vote at the AGM may also submit written questions for the Company or the Company’s external auditor in advance At this year’s AGM you will have the opportunity to vote on: of the AGM. Questions should be about the business of the Company or • the adoption of the Remuneration Report as set out on pages 16 to 37 of the content of the 2017 Annual Report. A shareholder question form is the 2017 Annual Report; enclosed for your convenience and this form can be returned with your • the allocation of share rights in the form of Deferred Award Rights and voting form in the pre-addressed envelope provided. You can also submit Executive Performance Rights to Peter Harmer, Managing Director and questions online at www.investorvote.com.au. Chief Executive Officer; Alternatively, you may lodge both your voting form and shareholder • the re-election of Director, Thomas Pockett. This Director is retiring by question form by fax to +61 (0) 3 9473 2555 or hand deliver both forms to rotation in accordance with the Company’s Constitution (Constitution) our share registry in Sydney at the address shown on page 4. and is offering himself for re-election; and I look forward to seeing you at the AGM. • the election of two new Directors, Helen Nugent and Duncan Boyle, who have been appointed to the Board of Directors of IAG (Board) since the Yours sincerely last AGM and offer themselves for election. The 2017 AGM will be Alison Dean’s last as a Non-Executive Director of IAG. Alison will be retiring from the Board at the end of the AGM and I would like to take this opportunity to thank Alison for her dedicated service and contribution to IAG since her appointment. ELIZABETH BRYAN AM If you are unable to attend the AGM in person you may vote directly or CHAIRMAN appoint a proxy to act on your behalf. You may register voting instructions electronically at www.investorvote.com.au or complete and return the enclosed voting form using the pre-addressed envelope provided. IAG NOTICE OF MEETING 2017 NOTICE IAG 2 Items of business RECEIPT OF FINANCIAL STATEMENTS ELECTION AND RE-ELECTION OF DIRECTORS AND REPORTS Resolution 3 To receive and consider the Company’s financial To consider, and if thought fit, pass the following statements and reports for the financial year ordinary Resolution: ended 30 June 2017. “To elect as a Non-Executive Director Helen Nugent, who has been appointed to the ADOPTION OF REMUNERATION REPORT Board since the last AGM and offers herself Resolution 1 for election.” To consider and, if thought fit, pass the following ordinary Resolution: Resolution 4 “That the Company’s Remuneration Report To consider, and if thought fit, pass the following for the financial year ended 30 June 2017 ordinary Resolution: be adopted.” “To elect as a Non-Executive Director Duncan Boyle, who has been appointed to the Board ALLOCATION OF SHARE RIGHTS TO since the last AGM and offers himself for PETER HARMER, MANAGING DIRECTOR election.” AND CHIEF EXECUTIVE OFFICER (CEO) Resolution 2 Resolution 5 To consider, and if thought fit, pass the following To consider, and if thought fit, pass the following ordinary Resolution: ordinary Resolution: “That approval is given to allocate to the CEO, “To re-elect as a Non-Executive Director Thomas Peter Harmer, Deferred Award Rights (DARs) Pockett, who retires by rotation in accordance and Executive Performance Rights (EPRs) in with the Constitution and, being eligible, offers accordance with the DAR and EPR Plan terms himself for re-election.” and as described in the Explanatory Notes accompanying the 2017 Notice of Meeting.” IAG NOTICE OF MEETING 2017 NOTICE IAG 3 ABOUT VOTING How to vote A. VOTING OPTIONS Voting exclusions B. CORPORATE REPRESENTATIVES In person Certain voting exclusions apply to all A corporate shareholder wishing to appoint a Shareholders may vote by attending the AGM Resolutions. Details are set out in the person to act as its representative at the AGM and casting their votes in person. Explanatory Notes for the relevant Resolutions may do so by providing that person with: accompanying the 2017 Notice of Meeting. • a letter, certificate or form authorising Direct The key management personnel of the him or her as the corporate shareholder’s A direct vote allows shareholders to vote on Company and their closely related parties representative, executed in accordance with Resolutions considered at the AGM by lodging (as defined under the Corporations Act 2001, the corporate shareholder’s constitution; or their votes with the Company before the AGM, which includes their spouses, dependents and • a copy of the Resolution appointing the without the need to attend the AGM or appoint companies that they control) (Closely Related representative, certified by a secretary or a proxy. Parties) will not be able to vote your proxy on director of the corporate shareholder. Resolutions 1 or 2 unless you direct them how to You must mark either “For”, “Against” or vote on the voting form. A form may be obtained from the Computershare “Abstain” for each item of business on the voting website at www.investorcentre.com under the form for a valid direct vote to be recorded on If you appoint the Chairman of the meeting as information tab “Downloadable Forms”. that item. your proxy or if the Chairman of the meeting is appointed as your proxy by default, and you do Please note that a shareholder who has cast C. POWER OF ATTORNEY not mark any of the voting boxes on the voting a direct vote may attend the AGM; however, If a shareholder has appointed an attorney to form for Resolutions 1 and 2, by signing and attendance and registration at the AGM will attend and vote at the AGM, or if the voting form returning the voting form, you will be giving the cancel that shareholder’s direct vote unless the is signed by an attorney, the power of attorney Chairman of the meeting your express authority shareholder instructs the Company or the share (or a certified copy of the power of attorney) to vote your undirected proxy as she sees fit. registry otherwise. must be received by Computershare by the If you appoint as your proxy any other member Voting Deadline, unless this document has been Proxy of the Company’s key management personnel previously lodged with the Company’s share A shareholder who is entitled to attend and cast or any of their Closely Related Parties, you are registry for notation. encouraged to direct that person how to vote a vote at the AGM has a right to appoint a proxy Powers of attorney may be submitted by post on Resolutions 1 and 2. If you do not direct that to attend and vote instead of the shareholder. or by hand delivery to Computershare at the person how to vote on these Resolutions, that The proxy need not be a shareholder of the addresses shown above. Company and may be a corporation (and any person will not be entitled to vote, and will not corporation so appointed may then nominate vote, your proxy on those Resolutions. D. SHAREHOLDERS ELIGIBLE TO VOTE an individual to exercise its powers at the meeting). A shareholder who is entitled to cast Default to the Chairman of the meeting As determined by the Board, only shareholders who hold ordinary shares in the Company two or more votes may appoint two proxies and Any directed proxies that are not voted on a poll as at 7.00pm (Sydney time) on Wednesday, may specify the proportion or number of votes at the meeting will automatically default to the 18 October 2017 will be eligible to vote at which each proxy is appointed to exercise. Chairman of the meeting, who is required to the AGM. vote those proxies as directed. If the proxy appointments do not specify the proportion or number of the shareholder’s votes Dated in Sydney on 23 August 2017. that each proxy may exercise, each proxy may How to vote directly or by proxy To be valid, voting forms, proxies or exercise up to half of the shareholder’s votes.
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