Director/PDMR Shareholding

LONDON--()--

RSA Insurance Group plc

Transactions in shares by Persons Discharging Managerial Responsibility (“PDMRs”)

Ordinary Shares of 27.5p each

09 April 2014

RSA Insurance Group plc (the “Company”) received notification on 8 April 2014, of the following transactions in its ordinary shares of 27.5p each (“Ordinary Shares”) by PDMRs.

On 7 April 2014, awards granted on 7 April 2011 under the Company’s Long Term Incentive Plan (“LTIP”) vested (Compulsory Deferred Shares) or were released (Voluntarily Invested Deferred Shares) in the amounts shown following assessment of conditions to which they were subject under the rules of the LTIP.

Name of PDMR   Number of shares released or vested on

7 April 20141,2

  Number of shares

sold on

7 April 20143,4

  Number of shares retained5   Number of shares lapsed6
Adrian Brown 134,303 49,190 85,113 852,930
David Coughlan 46,064 15,133 30,931 167,981
Paul Donaldson 33,142 21,856 11,286 123,312
Vanessa Evans 29,615 29,615 0 151,873
Mike Holliday-Williams 54,296 17,837 36,459 288,456
Neil Lightbown 43,701 14,357 29,344 236,393
Caroline Ramsay 31,486 10,345 21,141 139,637
Rowan Saunders 163,875 55,569 108,306 592,757
Derek Walsh 117,447 43,016 74,431 595,152
David Weymouth 116,197 51,249 64,948 593,974
Paul Whittaker 173,416 173,416 0 916,472

1 Relates to Compulsory Deferred Shares and Voluntarily Invested Deferred Shares only.

2 Compulsory Deferred Shares were adjusted by 12.25961538% to take account of the Rights Issue.

3 All PDMR’s sold sufficient shares to cover required statutory deductions and retained the balance of the shares vested save for Vanessa Evans and Paul Whittaker who sold their shares under the LTIP. Paul Donaldson sold shares to cover the required statutory deductions plus an additional sale of shares vested under the 2011 LTIP grant.

4 On 7 April 2014 shares were sold at a price of £0.940968.

5 Retained shares are held within a UBS Nominee Account for all PDMRs save for Adrian Brown, whose shares were immediately transferred to his nominee account, LR Nominees Limited.

6 Lapsed shares relate to Voluntarily Invested Deferred Matching, Compulsory Deferred Matching and Performance Shares.

This announcement is made following notifications made in accordance with Disclosure and Transparency Rule 3.1.4R.

The transactions were carried out in London.

--ENDS--

Enquiries to:

John Mills, Deputy Group Company Secretary

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7000

Louise Shield, External Communications Director

RSA Insurance Group plc

Tel: +44 (0) 20 7111 7047

Short Name: RSA Ins Grp
Category Code: RDS
Sequence Number: 413735
Time of Receipt (offset from UTC): 20140409T165908+0100

Contacts

RSA Insurance Group Plc

Sharing

Contacts

RSA Insurance Group Plc