NOTICE OF INTENTION TO APPLY TO THE FEDERAL COURT FOR CONFIRMATION OF A SCHEME FOR THE TRANSFER OF THE  REINSURANCE POOL BUSINESS OF AUSTRALIAN WORLD UNDERWRITERS PTY LIMITED ASSUMED BY QBE INSURANCE (AUSTRALIA) LIMITED TO GORDIAN RUNOFF LIMITED UNDER DIVISION 3A OF PART III OF THE INSURANCE ACT 1973 (CTH).

TAKE NOTICE that Gordian RunOff Limited ABN 11 052 179 647 (GRO) intends to make an application to the Federal Court of Australia in Sydney on 18th of December, 2012 at 2:15 pm, or on such later date or time as the Court appoints, for confirmation of a scheme to transfer all of the share of QBE Insurance (Australia) Limited ABN  78 003 191 035 (QIAL) in the pool reinsurance business of Australian World Underwriters Pty Limited (AWU) to GRO (Scheme).

GRO is a company incorporated in Australia, regulated under the Corporations Act 2001 (Cth) and authorised under the Insurance Act 1973 (Cth) (Act) to carry on general insurance and reinsurance run-off business in Australia. QIAL is a company incorporated in Australia, regulated under the Corporations Act 2001 (Cth) and authorised under the Act to carry on general insurance and reinsurance business in Australia.

Persons who are reinsured under reinsurance contracts written as pool business through AWU  (Affected Policyholders) may attend the Court hearing and request to be heard by the Court on the application for confirmation of the Scheme.  The hearing will be held at the New South Wales Registry of the Federal Court of Australia.  Any holder of a Policy who wishes to appear before the Court is requested to advise the solicitor for GRO, Mark Kimberley of HWL Ebsworth, Level 14 Australia Square, 264-278 George Street, Sydney Australia (p: +61 2 9334 8793 or e: mkimberley@hwle.com.au) at least seven days prior to the hearing date specified above.

Affected Policyholders are not required to take any action if they have no objection to the Scheme.

A copy of this notice, the Scheme, a summary of the Scheme and the actuarial report by Warrick Gard of Ernst & Young dated 1 November 2012 (Actuarial Report) upon which the Scheme will be based (Scheme Documents), will be available for public inspection between the hours of 9.00am and 5.00pm (local time) every day (except weekends and public holidays) for the period commencing on 22 November 2012 and ending on 12 December 2012 at:

(a)               the offices of QIAL at Level 2, 80-82 Pitt Street, Sydney NSW 2000;

(b)               the offices of GRO at level 9, 220 George Street, Sydney NSW 2000

(c)                the offices of Ernst & Young at the following addresses:

(d)               and at the following addresses:

Any policyholder of QIAL or GRO may obtain a copy of the Scheme free of charge by contacting Vu Pham on +61 2 8062 4237 or by email at vu.pham@enstargroup.com.au.

If you have any other enquiries you may contact Vu Pham at the contact details referred to above.

A copy of the Scheme Documents can be viewed during the period set out above at the following website:

www.enstardivision3a.com.au/qbeawu

We recommend that each holder of a Policy obtain and review both the Scheme and the Actuarial Report, each of which contains a discussion of the impact of the Scheme on policyholders.

THIS NOTICE HAS BEEN PREPARED BY Gordian RunOff Limited ABN 11 052 179 647

Dated: 9 November 2012