Director/PDMR Shareholding

LONDON--()--

RSA Insurance Group plc

15 May 2014

Notification of transactions of persons discharging managerial responsibilities (“PDMRs”)

Following the passing of all resolutions at the Annual General Meeting on 9 May 2014, the sub-division and consolidation of RSA Insurance Group plc’s (the “Company”) ordinary shares has become effective. As a result the shareholdings of the Company’s £1 ordinary shares each by the PDMR’s of the Company and/or their connected persons were, on 12 May 2014, amended in accordance with the terms of the shareholder resolution.

Shares held in respect of Beneficial Interests, Voluntary Invested Deferred Shares held under the 2004 Long Term Incentive Plan (“VIDS”) and Shares held under the Company’s All Employee Sharebuild Plan (“Sharebuild”, an HMRC approved Share Incentive Plan) are shown in the table below:

Name   Beneficial Interests   VIDS   Sharebuild14
Alastair Barbour1 12,039 - -
Adrian Brown2 272,087 24,614 2,552
Kath Cates3 4,124 - -
Richard Houghton4 49,419 9,442 -
Hugh Mitchell 8,552 - -
Martin Scicluna5 14,303 - -
Jos Streppel6 4,125 - -
Johanna Waterous7 12,419 - -
David Coughlan 8,170 9,812 2,552
Paul Donaldson8 134,047 7,737 -
Vanessa Evans10 50,018 12,121 2,552
Neil Lightbown9 29,429 7,686 2,552
Caroline Ramsay9 21,981 6,003 2,928
Rowan Saunders11 148,963 24,613 -
Derek Walsh8 27,569 16,693 1,377
David Weymouth12 129,098 2,921 2,928
Paul Whittaker13 151,317 16,269 2,928

Notes

1. Shares are held in a nominee account registered in the name of Murray Asset Management Limited.

2. 251,519 shares relating to Beneficial Interests are held in a nominee account registered in the name of LR Nominees. 3,245 of these Shares are held in Mr Brown’s account and 248,274 Shares are held in the account of his spouse, Sarah Brown. 362 Shares acquired are held in Mr Brown’s Halifax ISA account.

3. 3,168 shares are held in a nominee account registered in the name of Brewin Nominees.

4. 9,442 shares are held in a nominee account registered in the name of UBS Nominees. 48,902 shares are held in a JP Morgan account in the name of Mr Houghton’s spouse, Sarah Houghton.

5. Shares are held in a Halifax account.

6. 1,125 Shares are held in a Trust Partners NV account, 3,000 shares are held in a F. van Lanschot Bankiers NV account.

7. 10,109 shares held in a nominee account registered in the name of Share Nominees and 2,310 shares are registered in the name of Forest Nominees.

8. 54,410 shares acquired in respect of Beneficial Interests are held in an account registered in the name of UBS Nominees.

9. Shares acquired in respect of Beneficial Interests are held in an account registered in the name of UBS Nominees.

10. 43,815 shares in respect of Beneficial Interests are held in an account registered in the name of UBS Nominees. 6,196 shares in respect of Beneficial Interest are held in personal ISA accounts, of which 2,812 of the shares are in the name of Mrs Evans’ spouse, Mr Ricketts.

11. 126,601 shares acquired in respect of Beneficial Interests are held in an account registered in the name of UBS Nominees.

12. 104,727 shares acquired in respect of Beneficial Interests are held in an account registered in the name of UBS Nominees.

13. 148,324 shares in respect of Beneficial Interests are held in an account in the name of First Direct and 2,993 shares are registered in UBS Nominees.

14. Sharebuild holdings are shown post consolidation and pre the Plan purchase made on 12 May 2014, which was announced on 14 May 2014.

Enquiries to:

John Mills, Deputy Group Company Secretary

Tel: +44 (0) 20 7111 7000

Louise Shield, External Communications Director

Tel: +44 (0) 20 7111 7047

END

Short Name: RSA Ins Grp
Category Code: RDS
Sequence Number: 417738
Time of Receipt (offset from UTC): 20140515T141627+0100

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RSA Insurance Group Plc

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RSA Insurance Group Plc