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
Old Republic International Corporation Employees Savings and Stock Ownership Plan/Old Republic International
Baseline Security Plan/Republic Mortgage Insurance Company Profit Sharing Plan Members
If you are a participant in one of more of the above Plans, which holds shares of Old Republic International Corporation ("ORI") Common Stock, each share held by these Plans is entitled to one (1) vote at the Annual Meeting of Shareholders of the Company to be held May 22, 2015.
Under the terms of each of these Plans, you as a participant are entitled to vote the number of shares of ORI Common Stock allocated to your account. Please return the proxy card you receive as soon as possible. By returning the proxy card you will assure that the shares will be voted in accordance with your instructions. If you fail to exercise these voting rights, the shares that are unvoted may be voted by the Administration Committee of the Trustee of the Plan as provided for under the provisions of the Plan or Plans involved.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, these shares will be Voted in accordance with the recommendations of the Board of Directors, FOR proposals 1, 2, 3 and 4 and AGAINST proposal 5, AND IN THE ADMINISTRATION COMMITTEE'S OR TRUSTEE'S DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS 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
