Result of AGM

LONDON--()--

RSA Insurance Group plc

Results of Annual General Meeting

6 May 2016

RSA Insurance Group plc (the “Company”) held its Annual General Meeting for shareholders at 11.00am today. All resolutions were put to the meeting on a poll and were passed overwhelmingly.

The issued share capital as at 4 May 2016 was 1,018,913,637.

The total number of votes received for each resolution is as follows:

Resolution   For   % of votes cast   Against   % of votes cast   Votes cast as % of Issued Share Capital   Votes Withheld 1
1. To receive the 2015 Annual Report and Accounts 727,676,322 99.94 418,859 0.06 71.46% 668,840
2. To approve the Directors’ Remuneration Report 684,660,846 94.25 41,745,807 5.75 71.29% 2,358,792
3. To re-elect Martin Scicluna as a Director 718,467,266 98.73 9,211,912 1.27 71.42% 1,086,871
4. To re-elect Stephen Hester as a Director 728,363,489 99.97 220,822 0.03 71.51% 181,134
5. To elect Scott Egan as a Director 728,386,118 99.98 178,443 0.02 71.50% 198,780
6. To re-elect Alastair Barbour as a Director 671,263,942 93.41 47,383,414 6.59 70.53% 10,117,957
7. To re-elect Kath Cates as a Director 727,999,130 99.92 557,190 0.08 71.50% 209,034
8. To re-elect Enrico Cucchiani as a Director 727,637,625 99.87 917,921 0.13 71.50% 209,899
9. To re-elect Hugh Mitchell as a Director 722,886,332 99.22 5,672,968 0.78 71.50% 206,145
10. To re-elect Joseph Streppel as a Director 727,943,881 99.92 609,967 0.08 71.50% 211,597
11. To elect Martin Strobel as a Director 728,339,175 99.97 214,515 0.03 71.50% 211,755
12. To re-elect Johanna Waterous CBE as a Director 727,876,842 99.91 674,813 0.09 71.50% 213,790

13. To re-appoint KPMG LLP as the auditor

723,332,930 99.28 5,250,856 0.72 71.51% 181,659
14. To determine the auditor’s remuneration 728,447,363 99.98 132,298 0.02 71.51% 185,784
15. To authorise political donations 713,757,640 98.63 9,916,685 1.37 71.02% 5,091,120
16. To permit the Directors to allot further shares 686,706,184 94.37 40,944,656 5.63 71.41% 1,114,515
17. To relax the restrictions which normally apply when ordinary shares are issued for cash 613,754,018 93.63 41,752,201 6.37 64.33% 73,259,226
18. To give authority to allot new ordinary shares in relation to an issue of mandatory convertible securities 717,598,075 98.50 10,905,712 1.50 71.50% 261,658
19. To give authority to allot equity securities for cash under the authority given under resolution 18 693,781,844 95.23 34,717,101 4.77 71.50% 266,500
20. To give authority for the Company to buy back up to 10% of issued ordinary shares 723,820,605 99.35 4,752,716 0.65 71.50% 192,066
21. To approve the notice period for general meetings 681,131,998 94.06 43,030,769 5.94 71.07% 4,602,678
22. To amend Article 86 (Directors’ Fees) of the Articles of Association 721,850,858 99.10 6,571,296 0.90 71.49% 343,291
23. To amend the Articles of Association by inserting Article 116A (Cancellation or Deferral

of Dividends by the Board)

723,630,859 99.95 353,902 0.05 71.05% 4,780,684
24. To amend the Articles of Association by deleting Article 5.2 (Deferred Shares) 723,742,651 99.97 229,356 0.03 71.05% 4,793,438
25. To approve a final dividend 728,601,486 100.00 15,242 0.00 71.51% 148,717

Notes

1 A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

In accordance with Listing Rule 9.6.2, a copy of all resolutions passed other than resolutions concerning ordinary business will shortly be submitted to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.

--ENDS--

Enquiries to:

Elinor Bell, Deputy Group Company Secretary

Tel: +44 (0)20 7111 7000

Short Name: RSA Ins Grp
Category Code: RAG
Sequence Number: 525138
Time of Receipt (offset from UTC): 20160506T130009+0100

Contacts

RSA Insurance Group Plc

Contacts

RSA Insurance Group Plc