RSA INSURANCE GROUP LIMITED — Proxy Solicitation & Information Statement 2014

Mar 25, 2014

Attendance Card

RSA Insurance Group plc AGM

Friday, 9 May 2014 at 11.00am

RSA

Location: 200 Aldersgate, St Paul's, London EC1A 4HD

Doors to the meeting will open at 10.30am.

The closest Underground stations are St Paul's and Barbican.

The closest rail connections are Moorgate and Farringdon.

The above person (or, in the case of joint holders, any one of them) may attend the AGM and any adjournment thereof.

If it is your intention to attend the AGM, please bring this attendance card with you to the meeting. It is evidence of your entitlement to admission to the meeting.

Please remove attendance card before returning Proxy Form.

Proxy Form

Annual General Meeting of RSA Insurance Group plc to be held on Friday, 9 May 2014

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Voting ID

Task ID

Shareholder Reference No.

I/We being a member/members of RSA Insurance Group plc (the 'Company')

HEREBY APPOINT the Chairman of the meeting or failing him:

No. of shares

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us in respect of my/our entitlement and on my/our behalf at the Annual General Meeting ('AGM') of the Company and at any adjournment of that meeting. The proxy will vote as indicated (or, if no indication is given as to how the proxy will vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes) on resolutions or on any other business which may properly come before the meeting.

☐ Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see explanatory notes overleaf)

You may either post the form using the business reply address on the back of the Proxy, or return the proxy form in an envelope to:

FREEPOST, RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No postage stamp is required. Alternatively, you can submit your voting instruction online at www.sharevote.co.uk.

Dated

Signature

0059-080-s

RSA

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Resolutions

1. To receive the 2013 Annual Report and Accounts
2. To approve the Directors' Remuneration Policy
3. To approve the Directors' Remuneration Report
4. To approve the 2014 RSA Performance Share Plan
5. To re-elect Martin Scicluna as a Director
6. To elect Stephen Hester as a Director
7. To re-elect Richard Houghton as a Director
8. To re-elect Adrian Brown as a Director
9. To re-elect Alastair Barbour as a Director
10. To elect Kath Cates as a Director
11. To re-elect Hugh Mitchell as a Director
12. To re-elect Joseph Streppel as a Director
13. To re-elect Johanna Waterous as a Director
14. To re-appoint KPMG LLP as the auditor
15. To determine the auditor's remuneration
16. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure
17. To authorise the directors to continue the Scrip Dividend Scheme
18. To permit the Directors to allot further shares
19. To permit the directors to Sub-divide and Consolidate the Company's Ordinary Share Capital
20. To amend the Articles of Association
21. To relax the restrictions which normally apply when ordinary shares are issued for cash
22. To give authority for the Company to buy back up to 10% of issued ordinary shares
23. To approve the notice period for general meetings

For

Against

Vote

Withheld

For	Against	Vote Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

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Proxy Form: Explanatory Notes

1. To be valid, electronic proxy appointments or written proxy appointments using this paper form (together with any authority under which they are signed) must be completed and sent to reach the Company's registrars not later than 11.00am on Wednesday, 7 May 2014.

2. If you wish to appoint as your proxy someone other than the Chairman, you must delete the reference to the Chairman of the meeting and insert the name of your chosen proxy in the box on the form. The proxy must attend the meeting in person to represent the member. A proxy need not be a member of the Company. Any amendment to the proxy must be initialled by the signatory. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.

3. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the registrars' shareholder helpline on 0871 384 2048 (mobile phone or overseas callers should use +44 (0)121 415 7064), or you may photocopy this form. Calls to this number cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm, Monday to Friday. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

4. Please indicate with an X either under the column 'For' or the column 'Against' how you wish your proxy to vote. If you wish your proxy to abstain from voting you should indicate with an X under the 'Vote Withheld' column. Selecting 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.

5. Unless instructed otherwise, the proxy may also vote or abstain from voting as he/she thinks fit on any other business that may properly come before the meeting (including amendments to resolutions).

6. The form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. In the case of a corporation, this form may be executed by the signature(s) of a duly authorised officer or attorney. In the case of joint holders only one need sign. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

7. Completion and return of Proxy Form will not prevent a shareholder from attending the meeting and voting in person should the shareholder so wish. Please return the Proxy Form to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.

8. 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 (available via www.euroclear.com). 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.

9. 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. 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 Wednesday, 7 May 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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.

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.

Notice of Availability

The following RSA Insurance Group plc member documentation for the year ended 31 December 2013 is available to view or download on our website at www.rsagroup.com/agm2014:

• 2013 Annual Report and Accounts
• 2014 Notice of AGM

Business Reply Plus
Licence Number
RTAT-KTUU-YZAC

Equiniti
Aspect House
Spencer Road
LANCING
BN99 8HF