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RSA INSURANCE GROUP LIMITED Proxy Solicitation & Information Statement 2013
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Proxy Solicitation & Information Statement
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RSA
RSA Insurance Group plc
(Registered in England and Wales under number 2339826)
NOTICE OF THE 2013 ANNUAL GENERAL MEETING
Wednesday, 15 May 2013 at 11.00am
200 Aldersgate, St Paul's, London EC1A 4HD
Your attention is drawn to the letter from the Chairman of RSA Insurance Group plc (the 'Company') which is set out on pages 2 and 3 of this document, which recommends you vote in favour of the resolutions to be proposed at the 2013 Annual General Meeting (the 'AGM').
The Notice of the AGM to be held at 200 Aldersgate, St Paul's, London EC1A 4HD on Wednesday, 15 May 2013 at 11.00am is set out on pages 4 to 9 of this document. Shareholders will also find enclosed with this document a proxy form for use in connection with the AGM.
If you are unable to attend the AGM, please complete and submit a proxy form in accordance with the instructions printed on the enclosed proxy form. Completion and return of a proxy form will not preclude shareholders from attending and voting at the AGM should they choose to do so. The proxy form must be received by our registrars, Equiniti, no later than 11.00am on Monday, 13 May 2013, being 48 hours before the time appointed for the AGM. Further instructions relating to the proxy form are set out on page 10 of this document.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in RSA Insurance Group plc, please pass this Notice of the 2013 Annual General Meeting together with the accompanying documents to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, so they can pass these documents to the person who now holds the shares.
RSA | Notice of the 2013 Annual General Meeting
RSA
RSA Insurance Group plc
9th Floor, One Plantation Place
30 Fenchurch Street
London
EC3M 3BD
12 March 2013
Dear Shareholder,
NOTICE OF THE 2013 ANNUAL GENERAL MEETING
I am writing to you with details of our AGM which we are holding at 200 Aldersgate, St Paul's, London EC1A 4HD on Wednesday, 15 May 2013 at 11.00am. The formal Notice of AGM is set out on pages 4 to 9 of this document together with explanatory notes on pages 10 to 12.
If you would like to vote on the resolutions but cannot attend the AGM, please complete the proxy form accompanying this document and return it to our registrars, Equiniti, as soon as possible, to arrive no later than 11.00am on Monday, 13 May 2013. Submitting a proxy form will not prevent you from attending and voting at the AGM.
I encourage you to register your proxy appointment electronically by visiting our registrars' website (www.sharevote.co.uk) where full details of the procedures are given. The electronic facility is quick and easy to use and reduces costs. Further details on electronic proxy voting can be found in note 6 on page 10 of this document.
FINAL DIVIDEND FOR 2012 AND SCRIP DIVIDEND SCHEME
Shareholders are being asked to approve a final dividend of 3.90 pence per ordinary share for the year ended 31 December 2012. If shareholders approve the recommended final dividend, this will be paid on 24 May 2013 to all ordinary shareholders who were on the register of members on 5 April 2013.
Your Directors are pleased to continue to offer shareholders the option to receive dividends in the form of shares through participation in the Company's scrip dividend scheme (the 'Scheme'). The Scheme applies to both interim and final dividends and enables shareholders to increase their holding in the Company without incurring dealing costs or stamp duty. Those shareholders who have already elected to join the Scheme will not need to take any further action.
Shareholders wishing to join the Scheme for the proposed final dividend for 2012 (and all future dividends) should return a completed mandate form to the Company's registrars, Equiniti, by 3 May 2013. Copies of the mandate form and the scrip dividend booklet may be obtained from Equiniti or from the Company's website www.rsagroup.com/scripdividend. The relevant contact details for Equiniti can be found in note 16 on page 12 of this document.
RSA Insurance Group plc.
Registered in England and Wales No. 2339826.
Registered Office 9th Floor, One Plantation Place, 30 Fenchurch Street, London EC3M 3BD.
Notice of the 2013 Annual General Meeting | RSA
3
BOARD APPOINTMENTS
The Directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the Non-Executive Directors are independent in character and judgement. In accordance with the UK Corporate Governance Code, all Directors will again stand for re-election or election, as relevant, at the AGM this year, other than Noel Harwerth and John Maxwell who have given notice to the Company that they will retire from the Board with effect from 31 March 2013.
The Board strongly believes that it is essential to ensure continuity of corporate knowledge and experience to complement and support the new skills and experience brought to the Board by those Directors appointed over the last two years. Accordingly, the Directors have discussed and concluded that they support the re-election of Edward Lea and Malcolm Le May, who have both served on the Board for over nine years and whose independence, as referred to in the Annual Report and Accounts 2012, has been subject to particular scrutiny. Mr Lea has agreed to continue in his role as Senior Independent Director and has succeeded Noel Harwerth as chair of the Board Risk Committee. Mr Le May will continue as chair of the Investment Committee.
Each Director (biographical details of whom can be found on pages 4 to 6 of this document) continues to be effective and to demonstrate commitment to the role. Shareholders are therefore asked to approve their re-election or election at the AGM.
RECOMMENDATION
Your Board considers that the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them as we intend to do in respect of our own shareholdings.
Yours faithfully
Martin Scicluna
Chairman
RSA | Notice of the 2013 Annual General Meeting
NOTICE OF THE 2013 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of RSA Insurance Group plc will be held at 200 Aldersgate, St Paul's, London EC1A 4HD on Wednesday, 15 May 2013 at 11.00am.
Shareholders will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 18 to 20 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
I. To receive the 2012 Annual Report and Accounts
We will be asking you to vote on the following ordinary resolution:
THAT the Company's Annual Report and Accounts for the financial year ended 31 December 2012, together with the reports of the Directors and auditor be received.
2. To declare a final dividend
We will be asking you to vote on the following ordinary resolution:
THAT the final dividend for the year ended 31 December 2012 of 3.90 pence per ordinary share recommended by the Directors be authorised for payment on 24 May 2013 to shareholders on the register at the close of business on 5 April 2013.
3. To approve the Directors Remuneration Report
We will be asking you to vote on the following ordinary resolution:
THAT the Directors Remuneration Report contained in the Annual Report and Accounts for the financial year ended 31 December 2012 be approved.
Under section 439 of the Companies Act 2006, Directors are required to ask shareholders to vote on the Remuneration Report. Your Directors' have unanimously endorsed the Remuneration Report.
4. To elect Martin Scicluna as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Martin Scicluna be elected as a Director of the Company.
The biographical details for Martin are as follows:
Chairman Age 62. Martin Scicluna was appointed as Chairman and Director in January 2013. Previous roles include 34 years at Deloitte LLP including 26 years as Partner. Chairman of Deloitte LLP from 1995 to 2007 and a Director of Deloitte Touche Tohmatsu from 1999 to 2007.
Martin is also the Chairman of Great Portland Estates Plc and was a Non-Executive Director and Chairman of the Audit Committee, Lloyds Banking Group Plc until 31 March 2013.
Martin is Chairman of the Group Nomination Committee and a member of the Board Risk Committee and Group Investment Committee.
5. To re-elect Edward Lea as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Edward Lea be re-elected as a Director of the Company.
The biographical details for Edward are as follows:
Senior Independent Non-Executive Director Age 71. Edward Lea was appointed as a Non-Executive Director in July 2003 and was appointed Senior Independent Director in January 2011. Previous roles include Finance Director of BUPA, ASDA and MFI, and Chairman of Redbourn Group Limited.
Edward is also a Director of Powertraveller Limited.
Edward is Chairman of the Board Risk Committee (with effect from 1 March 2013) and a member of the Group Audit Committee and Group Nomination Committee.
6. To re-elect Adrian Brown as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Adrian Brown be re-elected as a Director of the Company.
The biographical details for Adrian are as follows:
Chief Executive UK & Western Europe Age 48. Adrian Brown was appointed as an Executive Director in July 2011 having been Chief Executive of the UK since September 2008. Adrian is a qualified management accountant and has been with the RSA Group since 1989. He was previously the UK Chief Operating Officer with responsibility for Claims, Sales and Service, IT and Change across Personal and Commercial lines, and prior to that he was UK Director of Personal Lines, leading the launch of MORE TH>N.
Adrian is a Director of Employers' Liability Tracing Office and DKH Legacy Trust.
Notice of the 2013 Annual General Meeting | RSA | 5
7. To elect Richard Houghton as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Richard Houghton be elected as a Director of the Company.
The biographical details for Richard are as follows:
Group Chief Financial Officer Age 47. Richard Houghton was appointed Group Chief Financial Officer in June 2012. Previous roles include Group CFO of Aspen Insurance Holdings Ltd, COO and CFO at RBS Insurance, Finance Director of Ulster Bank, Finance Director of Direct Line and Accountant at Deloitte & Touche. He is a Fellow of the Institute of Chartered Accountants in England and Wales.
Richard is a member of the Board Risk Committee and Group Investment Committee.
8. To re-elect Simon Lee as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Simon Lee be re-elected as a Director of the Company.
The biographical details for Simon are as follows:
Group Chief Executive Age 52. Simon Lee was appointed as Group Chief Executive in November 2011, having been Chief Executive of the Group's International Region since April 2003 and an Executive Director since January 2007. Previous roles include 17 years with the National Westminster Group, in the UK and US, including time as Chief Executive, Natwest Offshore and Head of US Retail Banking.
Simon is also a member of the Board of the Association of British Insurers.
Simon is a member of the Board Risk Committee and Group Investment Committee.
9. To re-elect Alastair Barbour as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Alastair Barbour be re-elected as a Director of the Company.
The biographical details for Alastair are as follows:
Independent Non-Executive Director Age 60. Alastair Barbour was appointed as a Non-Executive Director in October 2011. Alastair retired from KPMG in March 2011. In the last 20 years of his 36 year career with the firm, in the UK and overseas, he led their financial services team in Scotland with a primary focus on insurance and investment management.
Alastair is also a Non-Executive Director of Standard Life European Private Equity Trust plc, CATCo Reinsurance Opportunities Fund Limited, CATCo Reinsurance Fund Limited, Liontrust Asset Management plc, Scottish Equitable Policyholders Trust Limited, The Bank of N.T. Butterfield & Son Limited and a Fellow of the Institute of Chartered Accountants in England and Wales.
Alastair is Chairman of the Group Audit Committee and a member of the Group Investment Committee. With effect from 1 March 2013 he is also a member of the Board Risk Committee and Group Nomination Committee.
10. To re-elect Malcolm Le May as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Malcolm Le May be re-elected as a Director of the Company.
The biographical details for Malcolm are as follows:
Independent Non-Executive Director Age 55. Malcolm Le May was appointed as a Non-Executive Director in March 2004. Previous roles include CEO Investment Banking (Europe) at UBS, Deputy CEO of ING-Barings and Morley Fund Management, and President Europe at JER Partners.
Malcolm is also a Non-Executive Director of Pendragon plc and a Consultant to Ernst & Young LLP.
Malcolm is Chairman of the Group Investment Committee and a member of the Board Risk Committee and Group Remuneration Committee.
11. To elect Hugh Mitchell as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Hugh Mitchell be elected as a Director of the Company.
The biographical details for Hugh are as follows:
Independent Non-Executive Director Age 56. Hugh Mitchell was appointed as a Non-Executive Director in September 2012. Hugh is the Chief Human Resources (USA) and Corporate Officer of Royal Dutch Shell plc and a member of the Shell Executive Committee.
RSA | Notice of the 2013 Annual General Meeting
Hugh is also Director of Shell International Limited and Shell Aircraft Limited. Advisory roles held at The Centre for Advanced Human Resources at Cornell University Advisory Board, IMD Business School Advisory Board, Fellow of the National Academy of Human Resources, Honorary Vice-President of the Chartered Institute of Personnel and Development and Advisory Board Member of the National College for School Leadership.
Hugh is Chairman of the Group Remuneration Committee and (with effect from 1 March 2013) a member of the Group Nomination Committee.
12. To re-elect Joseph Streppel as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Joseph Streppel be re-elected as a Director of the Company.
The biographical details for Jos are as follows:
Independent Non-Executive Director Age 63. Jos Streppel was appointed as a Non-Executive Director in October 2011 and has a comprehensive understanding of the insurance market globally and good knowledge of international and emerging markets. He was Chief Financial Officer of Aegon until 2009 and has extensive financial services expertise.
Jos is also Chairman of KPN, Vice Chairman of Van Lanschot, a Dutch private banking and asset management firm, Chairman of the Monitoring Committee of the Dutch Corporate Governance Code, Arq Foundation and Chairman of Duisenberg School of Finance.
Jos is a member of the Group Remuneration Committee and (with effect from 1 March 2013) Group Investment Committee.
13. To re-elect Johanna Waterous as a Director
We will be asking you to vote on the following ordinary resolution:
THAT Johanna Waterous be re-elected as a Director of the Company.
The biographical details for Johanna are as follows:
Independent Non-Executive Director Age 55. Johanna Waterous CBE was appointed as a Non-Executive Director in May 2008. Previous roles include Chairman of Tate Enterprises and over 20 years with McKinsey & Company, with roles including Co-leader of the Global Marketing and Sales Practice and Leader of their UK Consumer Practice and the European Retail Practice. Johanna was awarded a CBE in the 2013 New Year Honours List.
Johanna is also a Non-Executive Director of WM Morrison Supermarkets plc, Senior Independent Director of Rexam PLC, Director of Shoppers Drug Mart Corporation, Director of RBG Kew Enterprises Limited, Operating Partner of Duke Street LLP and Chairman of Sandpiper CI.
Johanna is a member of the Group Audit Committee, Group Nomination Committee and (with effect from 1 March 2013) Group Remuneration Committee.
14. To appoint KPMG LLP as the auditor
We will be asking you to vote on the following ordinary resolution:
THAT KPMG LLP be appointed as auditor of the Company until the conclusion of the next AGM of the Company.
The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders. The auditor is usually appointed from the conclusion of an AGM until the conclusion of the following year's AGM.
It is Company's policy to periodically review all major contracts. As a result, and following an extensive review process earlier in the year, the Directors will propose at the AGM that KPMG LLP be appointed in place of Deloitte LLP as the auditors of the Company for the year ending 31 December 2013.
The necessary notice having been received, Resolution 14 proposes the appointment of KPMG LLP as auditors of the Company. Deloitte LLP have confirmed, as required by section 518 of the Companies Act 2006, that there are no matters connected with their ceasing to hold office that they consider should be brought to the attention of the Company's shareholders or creditors.
15. To determine the auditor's remuneration
We will be asking you to vote on the following ordinary resolution:
THAT the Directors be authorised to determine the remuneration of the auditor.
16. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure
We will be asking you to vote on the following ordinary resolution:
THAT, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which
Notice of the 2013 Annual General Meeting | RSA
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this resolution is effective (the Group) are authorised, in aggregate, to:
(a) make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
(b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
(c) incur political expenditure not exceeding £100,000 in total;
(as such terms are defined in sections 363 to 365 of the Companies Act 2006) provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of passing this resolution and expiring at the conclusion of the next AGM of the Company or 30 June 2014, whichever is earlier.
There is a formal Group policy currently in place which prohibits any donations to political parties within the ordinary meaning of those words and the Directors have no intention of using this authority for that purpose and did not use it in 2012. It is possible that normal business activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform as well as certain charitable donations may be regarded as political in nature.
Accordingly, the Directors have decided to continue to seek shareholder authority for political donations and political expenditure in case any of our normal activities are caught by the legislation. As permitted by the Companies Act 2006, the resolution covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The Companies Act 2006 covers three categories: political parties and independent election candidates, political organisations and political expenditure. The Directors have decided to retain the cap of £100,000 per category provided that authorised political donations or political expenditure do not exceed in aggregate £100,000. The authority will expire at the conclusion of the next AGM or 30 June 2014 (whichever is earlier) and the Directors expect to seek to renew this authority at each AGM.
17. To permit the Directors to allot further shares
We will be asking you to vote on the following ordinary resolution:
THAT the Directors of the Company be authorised generally and without conditions, in accordance with section 551 of the Companies Act 2006, to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
(a) up to a nominal amount of £329,855,984 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £659,711,969 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(c) comprising preference shares up to a nominal amount of £175,000,000;
such authorities to apply until the conclusion of the next AGM of the Company or, until the close of business on 30 June 2014 whichever is earlier but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
This resolution renews the authority that was given at our last AGM. Paragraph (a) of this resolution would give the Directors the authority to allot ordinary shares or rights to subscribe for or convert securities into ordinary shares up to an aggregate nominal amount equal to £329,855,984 (representing 90,710,395 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 6 March 2013 (being the latest practicable day prior to the date of this AGM notice).
In line with guidance issued by the Association of British Insurers ('ABI'), paragraph (b) of this resolution would give the Directors authority to allot ordinary shares or rights to subscribe for or convert securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £659,711,969 (representing 181,420,791 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 6 March 2013 (being the latest practicable day prior to the date of this AGM notice).
RSA | Notice of the 2013 Annual General Meeting
Paragraph (c) of this resolution gives the Directors the authority to allot preference shares up to an aggregate nominal amount equal to £175,000,000. The authorities sought under paragraphs (a), (b) and (c) of this resolution will expire on the earlier of 30 June 2014 or at the conclusion of next year's AGM.
The Directors have no present intention of issuing new ordinary shares or preference shares, other than pursuant to the exercise of options under employees' share schemes and under the Company's scrip dividend scheme. However, the authority gives the Directors the flexibility to take advantage of business opportunities as they arise. If the Directors do exercise the authorities under paragraphs (a) or (b) above, the Directors intend to follow ABI recommendations concerning their use (including as regards the Directors standing for re-election in certain cases). There are no shares held in treasury as at 6 March 2013 (being the latest practicable day prior to the date of this AGM notice).
18. To relax the restrictions which normally apply when ordinary shares are issued for cash
Subject to passing resolution 17, we will be asking you to vote on the following special resolution:
THAT if resolution 17 is passed, the Directors of the Company be given power to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 17, by way of a rights issue only):
(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities, as required by the rights of those securities or as the Directors otherwise consider necessary;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a) of resolution 17 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £49,478,397;
such power to apply until the conclusion of next year's AGM (or, if earlier, until the close of business on 30 June 2014) but, in each case, during this period the Company may make offers and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This resolution renews the authority that was given at our last AGM. Unless they are given an appropriate authority, Directors may allot new equity shares for cash (excluding shares issued under employees' share schemes) only if they have first been offered to existing shareholders in proportion to their holdings.
There may, however, be occasions when, in order to act in the best interests of the Company, the Directors will need the flexibility to finance business opportunities as they arise by the issue of small quantities of shares for cash in circumstances such as the acquisition of a new company or business.
Except as provided in the next paragraph, this authority would be limited to allotments or sales in connection with pre-emptive offers and to holders of other equity securities if required by the rights of those shares or as the Directors otherwise consider necessary, or otherwise up to an aggregate nominal amount of £49,478,397. This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 6 March 2013 (being the latest practicable day prior to the date of this AGM notice). In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the 'Principles') regarding cumulative usage of authorities within a rolling three-year period, where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.
Allotments made under the authorisation in paragraph (b) of resolution 17 would be limited to allotments by way of a rights issue only (subject to the right of the Directors to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).
This authority will automatically expire at the conclusion of next year's AGM or on 30 June 2014, whichever is earlier.
19. To give authority for the Company to buy back up to 10% of issued ordinary shares
We will be asking you to vote on the following special resolution:
THAT the Company be authorised for the purposes of section 701 of the Companies Act 2006 generally and without conditions to make one or more market purchases (as
Notice of the 2013 Annual General Meeting | RSA | 9
defined in section 693(4) of the Companies Act 2006) of its ordinary shares provided that:
(a) the Company may not purchase more than 359,842,892 ordinary shares;
(b) the Company may not pay less than the nominal value (currently 27.5p) for each ordinary share purchased; and
(c) the Company may not pay more per ordinary share than the higher of:
(i) an amount equal to 5% over the average of the middle market quotation of the ordinary shares, based on the London Stock Exchange's Daily Official List for the five business days before the day on which the Company agrees to buy the shares; and
(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System.
This authority will expire at the conclusion of next year's AGM or on 30 June 2014, whichever is the earlier. However, the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed fully or partly after this authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
This resolution renews the authority that was given at our last AGM. It allows the Company to buy back up to 359,842,892 of its issued ordinary shares on the stock market. This equals 10% of the Company's issued ordinary shares on 6 March 2013 (being the latest practicable date before publication of this AGM notice). You will see that the resolution sets out the lowest and highest prices that the Company can pay for the shares. Any shares which would be bought back may either be cancelled or held in treasury.
Your Directors are committed to managing the Company's capital effectively. Buying back the Company's ordinary shares is one of the options they keep under review. We will only buy back our ordinary shares if the Directors think it is in the best interests of the Company, and of its shareholders generally, and to do so could be expected to result in an increase in earnings per share.
The total number of options and awards to subscribe for equity shares outstanding at 6 March 2013 is approximately 109 million. This represents approximately 3% of the Company's current ordinary issued share capital. If the Company bought back the maximum number of shares permitted pursuant to the existing authority given at our last AGM and the authority now being sought by this resolution and all such shares were cancelled, the total
number of options outstanding would represent approximately 3.8% of the Company's ordinary issued share capital. There are currently no outstanding warrants to subscribe for equity shares in the Company and no shares are held in treasury.
This authority will automatically expire at the conclusion of next year's AGM or on 30 June 2014, whichever is the earlier.
20. To approve the notice period for general meetings
We will be asking you to vote on the following special resolution:
THAT a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.
This resolution renews the authority that was given at our last AGM. The notice period required by the Companies Act 2006 for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice.
At our last AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice, and it is proposed that this authority be renewed. The authority granted by resolution 20, if passed, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.
The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and shareholders as a whole.
By order of the Board
Derek Walsh
Group General Counsel and Group Company Secretary
12 March 2013
Registered Office:
9th Floor, One Plantation Place
30 Fenchurch Street
London EC3M 3BD
Registered in England and Wales No. 2339826
RSA | Notice of the 2013 Annual General Meeting
NOTES
1. ENTITLEMENT TO VOTE
To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered on the register of members of the Company at 6.00pm on Monday, 13 May 2013 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting excluding any non-working days). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote.
2. PROXIES
Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this document. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrars, Equiniti on 0871 384 2048* (overseas callers should use +44 (0)121 415 7064). You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or at www.sharevote.co.uk, in each case no later than 11.00am on Monday, 13 May 2013. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 5) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
3. NOMINATED PERSONS
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in note 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
4. VOTING AT MEETING
As at previous AGMs, voting on each resolution will be conducted by way of a poll. This allows the votes of both shareholders who have lodged proxies and shareholders who attend the meeting to be taken into account. All the votes of those present will be counted and added to those received by proxy. If you have already voted by proxy you can still vote on the day at the AGM. This vote will replace any vote previously lodged. On arrival at the AGM, shareholders will be required to register. Shareholders are requested to bring their attendance card. The voting results will be released to the London Stock Exchange and published on our website later on in the day following the meeting.
5. ELECTRONIC PROXY VOTING THROUGH CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 11.00am on Monday, 13 May 2013. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. ELECTRONIC PROXY VOTING THROUGH THE INTERNET
We encourage you to register the appointment of a proxy or proxies electronically by logging on to the website www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number printed on the accompanying proxy form. Full details of the procedure are given on the website. If you wish to appoint more than one proxy please contact Equiniti on 0871 384 2048* for assistance. Overseas callers should use +44 (0)121 415 7064. Alternatively, if you have registered for a Shareview portfolio, log on to your portfolio at www.shareview.co.uk and click on the link 'vote' under your holding details. The proxy appointment and instructions must be received by Equiniti no later than 11.00am on Monday, 13 May 2013. You can also indicate your intention to attend the AGM on the website. Please note that any electronic communication that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Equiniti's conditions of use set out on their website
Notice of the 2013 Annual General Meeting | RSA | 11
which may be read by logging on to www.sharevote.co.uk and entering the Voting ID, Task ID and Shareholder Reference Number printed on the accompanying proxy form.
7. CORPORATE REPRESENTATIVES
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
8. MEMBERS' RIGHT TO HAVE A MATTER OF BUSINESS DEALT WITH AT THE MEETING
Under section 338 and 338A of the Companies Act 2006, a member or members meeting the qualification criteria set out in these sections, may, subject to conditions, require the Company to (i) give notice of a resolution which may properly be moved and is intended to be moved at the meeting, and (ii) include in the business to be dealt with at the meeting a matter (other than a proposed resolution) which may properly be included in the business (a matter of business).
The conditions are that:
- The matter of business must not be defamatory of any person, frivolous or vexatious.
- The request:
a) may be in hard copy form or in electronic form (see note 5);
b) must identify the matter of business by either setting it out in full or, if supporting a statement sent by another member, clearly identify the matter of business which is being supported;
c) must be accompanied by a statement setting out the grounds for the request;
d) must be authenticated by the person or persons making it (see note 5); and
e) must be received by the Company not later than 6 weeks before the Meeting to which the requests relate.
9. PUBLICATION OF WEBSITE STATEMENT PURSUANT TO SECTION 527 OF THE COMPANIES ACT 2006
Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:
(a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
(b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
10. TOTAL VOTING RIGHTS
As at 6 March 2013 (being the latest practicable date prior to the publication of this AGM notice), the Company's issued share capital consists of 3,598,428,922 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 6 March 2013 are 3,598,428,922.
11. RIGHT TO ASK QUESTIONS AT THE AGM
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Details on how to do this are shown on page 12 of this document. If you are unable to attend the AGM, but have a specific question you would like to ask, please write to the Chairman at the registered office address. Alternatively, you may send the Chairman an email via the Company's website at www.rsagroup.com/agm2013.
A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.rsagroup.com/agm2013.
12. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents will be available for inspection at the office of RSA Insurance Group plc, 9th Floor, One Plantation Place, 30 Fenchurch Street, London EC3M 3BD from the date of dispatch of the Notice convening the meeting until the close of the meeting and at 200 Aldersgate, St Paul's, London EC1A 4HD for at least 15 minutes prior to and during the meeting:
- Copies of the Executive Directors' service contracts;
- Copies of the Directors' Deeds of Indemnity;
- Copies of letters of appointment of the Non-Executive Directors; and
- Copies of the Company's Articles of Association.
13. DIRECTORS' INTERESTS
Further to the disclosure of directors' interests (as disclosed on page 68 of the 2012 Annual Report) between 19 February and 6 March 2013 (being the latest practicable day prior to the date of this AGM notice), the following directors increased their shareholding in the Company as follows:
| Number of ordinary shares of 27.5p each | |
|---|---|
| Alastair Barbour | 20,891 |
| Richard Houghton | 100,000 |
| Edward Lea | 68,000 |
| Martin Scicluna | 42,012 |
| Johanna Waterous | 8,400 |
RSA | Notice of the 2013 Annual General Meeting
14. INTEREST IN MAJOR SHAREHOLDINGS
There have been no movements in the interests of the Company major shareholders during the period 19 February and 6 March 2013 (being the latest practicable day prior to the date of this AGM notice).
15. SPECIAL REQUIREMENTS
The Company is committed to providing a quality service to all its shareholders. Please let us know if, for example, you would like documentation to be provided to you in a special format. We will do our best to meet your requirements. You can also write to Equiniti or telephone them on their Shareholder Helpline. Equiniti also provide a service for those shareholders who have a text phone facility. Contact details for Equiniti are provided in note 16 below.
16. SHAREHOLDER INFORMATION
Registrars
The Company has appointed Equiniti as its registrars to manage the shareholder register, ensuring that all information held about the Company's shareholders is kept up to date, and to pay dividends.
Registrars address:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline
Telephone 0871 384 2048*.
Overseas shareholders should call +44 (0)121 415 7064. Lines are open 8.30am to 5.30pm, Monday to Friday. Shareholders with a text phone facility should use 0871 384 2255*. Overseas shareholders with a text phone facility should use +44 (0)121 415 7028.
If you have any queries, please call Equiniti on the numbers provided above. Alternatively, you can write to Equiniti using the address above.
Information Online
There is now a range of shareholder information online at www.shareview.co.uk. Shareholders can check holdings, find practical help on transferring shares or updating details, and register their email address to receive shareholder information and the Annual Report and Accounts electronically. Shareholders can also register the appointment of a proxy (see note 6 above).
Note: Shareholders may not use any electronic address provided in either this notice or any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated. Shareholders may not use any telephone number set out in this document for the purpose of lodging instructions for the 2013 AGM. Similarly, the Company's website may not be used to send documents or instructions for the 2013 AGM.
How to get to the Annual General Meeting: Please note the change in venue.
200 Aldersgate
St Paul's
London EC1A 4HD
The closest underground stations are St Paul's and Barbican. The closest rail connections are Moorgate and Farringdon.
When you arrive
Doors to the meeting will open at 10.30am. When you arrive at the meeting, you will be directed to the registration desk to register your attendance. Please bring your attendance card with you to the meeting. This will help us to admit you into the meeting as quickly as possible. For your safety there will be security checks at the venue. Please avoid bringing large bags or briefcases. We do not allow cameras or recording equipment into the meeting.
How to ask questions at the AGM
We welcome shareholder questions and would if possible like to receive these ahead of the meeting, to ensure the AGM runs smoothly. You may, if you would prefer, register your question at the registration desk on the day of the meeting.
As this is a shareholders' meeting, we ask you to please restrict your questions to shareholder matters. If your question concerns a policy matter, representatives from our business will be available at the policyholder help desk to deal with your questions.
Assistance for shareholders with disabilities
We have made arrangements to help shareholders with disabilities. This includes an induction loop which will be installed at the meeting venue.
Services at the venue
Tea and coffee will be served before the meeting starts and a light lunch will be available after the meeting. The following services will be provided to deal with personal concerns and queries:
- Shareholder enquiries. The Company's registrars and the Company's staff will be available to answer any questions you may have concerning your shareholding; and
- Policyholder enquiries. Representatives from the Company will be available at a policyholder help desk to answer your questions and give you further information about our products and services.
*Calls to this number are charged at 8p per minute plus network extras.