OLD REPUBLIC INTERNATIONAL CORPORATION
Annual Meeting of Shareholders
Friday, May 22, 2015
3:00 p.m., Chicago Time
Offices of Old Republic International Corporation
22nd Floor Conference Center
307 North Michigan Avenue
Chicago, Illinois 60601
Important Notice Regarding the Availablility of Proxy Materials for the Annual Meeting:
The Annual Report/Proxy Statement is available at www. proxyvote.com.
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OLD REPUBLIC INTERNATIONAL CORPORATION
307 North Michigan Avenue
Chicago, Illinois 60601
This proxy is solicited by the Board of Directors for use at the
Annual Meeting on May 22, 2015.
The undersigned hereby appoints KARL W. MUELLER, JOHN R. HEITKAMP, JR. and A.C. ZUCARO or any one of them (with full power of substitution in each) the proxy or proxies of the undersigned to vote, as designated below, all shares of Old Republic International Corporation Common Stock that the undersigned is entitled to vote at the annual meeting of the shareholders to be held in the 22nd Floor Conference Center at the offices of Old Republic International Corporation, 307 North Michigan Avenue, Chicago, Illinois 60601, on May 22, 2015, at 3:00 P.M., Chicago Time (CT), or at any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted in accordance with the recommendation of the Board of Directors FOR proposals 1, 2, 3 and 4 and AGAINST proposal 5, and in the the proxy's discretion upon such other business as may properly come before the meeting or any adjournment thereof.
Continued and to be signed on reverse side
| | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. (EDT) on May 21, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |
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| OLD REPUBLIC INTERNATIONAL CORP. 307 N. MICHIGAN AVENUE CHICAGO, IL 60601-5382 ATTN: WILLIAM J. DASSO | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. (EDT) on May 21, 2015. Have your proxy card in hand when you call and then follow the instructions. | |
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| | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
OLD REPUBLIC INTERNATIONAL CORP.
For Withhold For All To withhold authority to vote for any
All All Except individual nominee(s), mark "For All
Except" and write the number(s) of the
The Board of Directors recommends that you vote nominee(s) on the line below.
FOR the following:
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1. Election of Directors o o o
Nominees
01) Harrington Bischof
02) Spencer LeRoy III
03) Charles F. Titterton
04) Steven R. Walker
The Board of Directors recommends you vote FOR proposals 2, 3 and 4 and AGAINST proposal 5. For Against Abstain
2. To ratify the selection of KPMG LLP as the company's auditors for 2015 o o o
3. An advisory vote to approve executive compensation o o o
4. To approve the Old Republic International Corporation 2016 Incentive Compensation Plan o o o
5. To vote on the shareholder proposal listed in the Company's Proxy Statement, If properly submitted o o o
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
