Insurance Australia : Notice under section 708A(12H)(e) of the Corporations Act 2001

Cleansing notice

This notice is given by IAG. This notice is a cleansing notice prepared for the purpose of section 708A(12H)(e) of the Corporations Act (as notionally inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares issued on Conversion of the Notes to be freely tradeable without further disclosure.

Product Disclosure Statement

This cleansing notice includes commercial particulars of the Notes in the form of a redacted version of the New Zealand product disclosure statement dated 11 March 2022 prepared by IAG in relation to the offer by IAG of the Notes ("Product Disclosure Statement"), which appears as schedule 1 to this cleansing notice.

The redacted version of the Product Disclosure Statement has been redacted from its original form to delete certain information provided in connection with the Notes in order to comply with Australian legal requirements.

Words and expressions defined in the redacted version of the Product Disclosure Statement have the same meanings in the remainder of this cleansing notice unless the contrary intention appears.

This cleansing notice (including the redacted version of the Product Disclosure Statement) is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Consents

Each of the parties listed in Section 12 (Who is involved?) of the redacted version of the Product Disclosure Statement (except IAG in its capacity as issuer of the Notes):

• has given and has not, before the date of this cleansing notice, withdrawn its consent to be named in this cleansing notice in the form and context in which it is named;
• has not made any statement in this cleansing notice or any statement on which a statement made in this cleansing notice is based, other than as specified below; and
• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements or omissions from this cleansing notice, other than the reference to its name and/or statement or report included in this cleansing notice with the consent of that party.

Impact of the offer of the Notes on IAG

The issue of the Notes will not have a material impact on IAG's financial position.

If the Notes are Converted, the impact of Conversion on IAG would be to reduce IAG's liabilities by the principal amount of the Notes Converted and increase IAG's shareholders' equity by the same amount.

The number of Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. Based on the VWAP during the period of 20 Business Days on which trading in Ordinary Shares took place on ASX immediately preceding (but not including) the Issue Date of A$4.4592 and an A$/NZ$ exchange rate of 1.0853 to calculate the Issue Date VWAP (i.e. A$4.4592 x 1.0853 = NZ$4.8396), the Maximum Conversion Number would be 1.0331 per Note.

Based on the number of Ordinary Shares on issue as at 5 April 2022 and an issue amount of NZ$400 million, if all Notes were Converted this would be approximately 14.36% of IAG's issued Ordinary Shares post conversion. This percentage is illustrative only and may be different on the date the Notes Convert as the number of Ordinary Shares on issue is likely to change. This could be as result of, for example:

• corporate actions of IAG that increase or decrease the number of Ordinary Shares on issue; or
• other capital instruments being required to convert into Ordinary Shares as described in Section 6.5 of the redacted version of the Product Disclosure Statement (Conversion and Write-Off).

Description of Ordinary Shares

Holders of Notes may receive Ordinary Shares on Conversion. The rights and liabilities attaching to Ordinary Shares are set out in the constitution of IAG and are regulated by the Corporations Act, ASX Listing Rules and the general law. The rights and liabilities attaching to Ordinary Shares are explained in more detail in section 6.7 of the redacted version of the Product Disclosure Statement (Receipt of Ordinary Shares on Conversion).

IAG is subject to regular reporting and disclosure obligations

As a disclosing entity, IAG is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules as is set out in section 14 of the redacted version of the Product Disclosure Statement (Where you can find more information).

Copies of Documents

From the Opening Date until the Closing Date, IAG has committed to provide, free of charge upon request, a copy of:

• the latest Group annual financial report and full year results announcement released to ASX on 11 August 2021;
• the Group half year financial report and half year results announcement released to ASX on 11 February 2022; and
• any continuous disclosure notices given by IAG to ASX since 11 August 2021 and before the date of this cleansing notice.

Written requests for free copies of the above documents should be addressed to:

Investor Relations Department
Insurance Australia Group Limited
Level 13, Tower Two
Darling Park
201 Sussex Street
Sydney NSW 2000
Australia

Cleansing notice

This notice is given by IAG. This notice is a cleansing notice prepared for the purpose of section 708A(12H)(e) of the Corporations Act (as notionally inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares issued on Conversion of the Notes to be freely tradeable without further disclosure.

Product Disclosure Statement

This cleansing notice includes commercial particulars of the Notes in the form of a redacted version of the New Zealand product disclosure statement dated 11 March 2022 prepared by IAG in relation to the offer by IAG of the Notes ("Product Disclosure Statement"), which appears as schedule 1 to this cleansing notice.

The redacted version of the Product Disclosure Statement has been redacted from its original form to delete certain information provided in connection with the Notes in order to comply with Australian legal requirements.

Words and expressions defined in the redacted version of the Product Disclosure Statement have the same meanings in the remainder of this cleansing notice unless the contrary intention appears.

This cleansing notice (including the redacted version of the Product Disclosure Statement) is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Consents

Each of the parties listed in Section 12 (Who is involved?) of the redacted version of the Product Disclosure Statement (except IAG in its capacity as issuer of the Notes):

• has given and has not, before the date of this cleansing notice, withdrawn its consent to be named in this cleansing notice in the form and context in which it is named;
• has not made any statement in this cleansing notice or any statement on which a statement made in this cleansing notice is based, other than as specified below; and
• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements or omissions from this cleansing notice, other than the reference to its name and/or statement or report included in this cleansing notice with the consent of that party.

Impact of the offer of the Notes on IAG

The issue of the Notes will not have a material impact on IAG's financial position.

If the Notes are Converted, the impact of Conversion on IAG would be to reduce IAG's liabilities by the principal amount of the Notes Converted and increase IAG's shareholders' equity by the same amount. The number of Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. Based on the VWAP during the period of 20 Business Days on which trading in Ordinary Shares took place on ASX immediately preceding (but not including) the Issue Date of A$4.4592 and an A$/NZ$ exchange rate of 1.0853to calculate the Issue Date VWAP (i.e. A$4.4592x 1.0853= NZ$4.8396), the Maximum Conversion Number would be 1.0331per Note.

Based on the number of Ordinary Shares on issue as at 5 April 2022 and an issue amount of NZ$400 million, if all Notes were Converted this would be approximately 14.36% of IAG's issued Ordinary Shares post conversion.

This percentage is illustrative only and may be different on the date the Notes Convert as the number of Ordinary Shares on issue is likely to change. This could be as result of, for example:

• corporate actions of IAG that increase or decrease the number of Ordinary Shares on issue; or
• other capital instruments being required to convert into Ordinary Shares as described in Section 6.5 of the redacted version of the Product Disclosure Statement (Conversion and Write-Off).

Description of Ordinary Shares

Holders of Notes may receive Ordinary Shares on Conversion. The rights and liabilities attaching to Ordinary Shares are set out in the constitution of IAG and are regulated by the Corporations Act, ASX Listing Rules and the general law. The rights and liabilities attaching to Ordinary Shares are explained in more detail in section 6.7 of the redacted version of the Product Disclosure Statement (Receipt of Ordinary Shares on Conversion).

IAG is subject to regular reporting and disclosure obligations

As a disclosing entity, IAG is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules as is set out in section 14 of the redacted version of the Product Disclosure Statement (Where you can find more information).

Copies of Documents

From the Opening Date until the Closing Date, IAG has committed to provide, free of charge upon request, a copy of:

• the latest Group annual financial report and full year results announcement released to ASX on 11 August 2021;
• the Group half year financial report and half year results announcement released to ASX on 11 February 2022; and
• any continuous disclosure notices given by IAG to ASX since 11 August 2021 and before the date of this cleansing notice.

Written requests for free copies of the above documents should be addressed to:

Investor Relations Department
Insurance Australia Group Limited
Level 13, Tower Two
Darling Park
201 Sussex Street
Sydney NSW 2000
Australia