RSA Ins Grp UK Regulatory Announcement: Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES ⁱ

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ⁱⁱ

RSA Insurance Group PLC

2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights				X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):

3. Full name of person(s) subject to the notification obligation: ⁱⁱⁱ		Franklin Mutual Advisers, LLC
4. Full name of shareholder(s) (if different from 3.): ^iv		JPMorgan Chase Bank, N.A., London Bank of New York, London
5. Date of the transaction and date on which the threshold is crossed or reached: ^v		August 23, 2016
6. Date on which issuer notified:		August 24, 2016
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}		Below 5%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

ORD GBP1

184,256,341

Below 5%

GB00BKKMKR23

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument	Expiration date ^xiii	Exercise/ Conversion Period ^xiv	Number of voting rights that may be acquired if the instrument is exercised/ converted.	% of voting rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise
price

Expiration
date ^xvii

Exercise/
Conversion
period ^xviii

Number of voting
rights instrument
refers to

% of voting rights ^{xix, xx}

Nominal

Delta

Total (A+B+C)
Number of voting rights		Percentage of voting rights
		Below 5%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: ^xxi

Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:

14. Contact name:

Elinor Bell

Deputy Group Company Secretary

Direct : 020 7111 1857

15. Contact telephone number:

As above

Holding(s) in Company

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