Director/PDMR Shareholding

LONDON--()--

RSA Insurance Group plc

Notification of transactions of persons discharging managerial responsibilities

(“PDMRs”)

19 May 2014

RSA Insurance Group plc (the “Company”) operates the Irish Sharesave Plan 2009 (“the Plan”). Certain awards and options, each with an exercise price determined at the time of grant (as shown below) over a number of shares (each, an “Award”), have been granted under the Plan to the participants.

Following the close on 9 April 2014 of the 3 for 8 Rights Issue of 1,380,976,863 New Ordinary Shares at 56 pence per New Ordinary Share announced by the Company on 25 March 2014, the Remuneration Committee of the Board of Directors of the Company has determined that adjustments should be made to the number of shares under the Awards and the exercise price per share in accordance with the terms of each RSA Share Scheme. The adjustments have now been authorised by the Irish Revenue in respect of the Plan. Details of the adjustments in respect of Awards held by a PDMR of the Company are set out below.

Following shareholder approval of the AGM Resolution to consolidate share capital on 9 May 2014, further adjustments were made to the number of shares under option and the exercise price per share. These are shown in the schedule below for completeness.

The Company made adjustments to Awards granted under the Sharesave Plan to the following PDMR in addition to all other Plan participants:

Name of PDMR   Date of grant   Number of shares under Option   Exercise Price per share
Before Rights Issue adjustment   After Rights Issue adjustment   After Consolidation adjustment Before Rights Issue adjustment   After Rights Issue adjustment   After Consolidation adjustment
Paul Donaldson 15.09.11 3,840 4,310 862 £0.95 £0.8462 £4.231

--ENDS--

Enquiries to:

John Mills, Deputy Group Company Secretary

Tel: +44 (0)20 7111 7000

Fax: +44 (0)20 7111 7616

Short Name: RSA Ins Grp
Category Code: RDS
Sequence Number: 418204
Time of Receipt (offset from UTC): 20140519T131051+0100

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RSA Insurance Group Plc

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RSA Insurance Group Plc