RSA INSURANCE GROUP PLC
Registered in England and Wales under number 2339826
RSA

NOTICE OF THE 2014 ANNUAL GENERAL MEETING

Friday, 9 May 2014 at 11.00am
200 Aldersgate, St. Paul's, London EC1A 4HD

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 2014 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

Date: 11 March 2014

RSA Insurance Group plc
9th Floor
One Plantation Place
30 Fenchurch Street
London
EC3M 3BD

Dear Shareholder

2014 ANNUAL GENERAL MEETING

I am pleased to invite you to RSA Insurance Group plc's (the 'Company') Annual General Meeting ('AGM') which will be held at 200 Aldersgate, St Paul's, London EC1A 4HD on Friday, 9 May 2014 at 11.00am. The formal Notice of AGM is set out on pages 4 to 6 of this document (the 'Notice') together with Explanatory Notes to the Resolutions on pages 7 to 10 and Shareholders Notes on pages 12 to 14.

I encourage you to attend the AGM – it is your opportunity to meet the Board and to ask questions about the Company. If you are unable to attend the AGM but would like to exercise your right to vote on the resolutions contained within this Notice, please complete a proxy form and return it to our registrars, Equiniti, as soon as possible, to arrive no later than 11.00am on Wednesday, 7 May 2014. Alternatively, register your proxy appointment electronically by visiting Equiniti's website (www.sharevote.co.uk). Further instructions relating to the proxy form can be found on page 12 of this Notice.

BOARD CHANGES

On Friday, 13 December 2013, the Company announced that Simon Lee had stepped down as Group Chief Executive with immediate effect and that I would become Executive Chairman until a permanent replacement was found. Following a comprehensive search for a new Group Chief Executive, Stephen Hester was appointed as a Director and Group Chief Executive of the Company with effect from 5 February 2014. At the same time, I reverted to the role of Non-Executive Chairman of the Company. Since the last AGM, we have appointed a new Non-Executive Director to the Board, Kath Cates who was appointed on 1 September 2013. Stephen Hester and Kath Cates will both stand for election at the forthcoming AGM and their biographical details can be found on page 11 along with the other Directors' biographies.

The Directors believe that the Board continues to maintain an appropriate balance of knowledge, experience and skills and that all the Non-Executive Directors are independent in character and judgement. In accordance with the 2012 UK Corporate Governance Code, all Directors will again stand for election or re-election, as relevant at the AGM, other than Edward Lea and Malcolm Le May who have decided not to offer themselves for re-election at the AGM and will retire from the Board with effect from 8 May 2014. I would like to thank Edward and Malcolm for their significant contribution during the last 11 and 10 years respectively.

APPROVAL OF THE DIRECTORS' REMUNERATION POLICY

The Company is now required to put a separate resolution to the shareholders in respect of its Remuneration Policy (the 'Policy') contained within the Directors' Remuneration Report, which forms part of the 2013 Annual Report and Accounts. The Policy must be approved by the shareholders at least once every three years, unless the Policy requires amendment during that time. We will therefore be seeking your approval of the Renumeration Policy at the AGM.

PROPOSED NEW RSA PERFORMANCE SHARE PLAN

During 2013, the Group Remuneration Committee undertook a review of the Company's Executive Remuneration Framework. The purpose of this review was to simplify the existing incentive arrangements, further align them with shareholders' interests and ensure they support the Company's business strategy. A new long-term incentive plan has been developed following this review: the 2014 RSA Performance Share Plan (the 'Plan'). The Plan structure and terms satisfy the principal requirements of leading UK corporate governance bodies in relation to remuneration policy.

RSA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

Subject to shareholder approval of the Plan, it is proposed that no further grants under the Company's existing Long-Term Incentive Plan (the 'LTIP') will be made. Instead, with approval of the Group Remuneration Committee, Executive Directors, the Executive Committee and other key employees of the Company and/or its subsidiaries may receive annual grants in the Plan, subject to performance and other conditions. The Plan will also be used to grant shares to executives arising from compulsory bonus deferral. Matching shares will no longer be awarded and will not form a part of the Plan; the last matching share grant took place in 2013.

The Appendix to this Notice, set out on page 15 gives a detailed description of the main terms of the Plan; further information is provided in the Directors' Remuneration Report which forms part of the 2013 Annual Report and Accounts.

SUB-DIVISION AND CONSOLIDATION OF ORDINARY SHARE CAPITAL

We are proposing that the Company undertakes a sub-division and five to one consolidation of its ordinary shares of 27.5p each, the mechanics of which are set out on pages 5 and 6 of the Notice. The Company currently has a very large number of ordinary shares in issue. This means that a small movement in the share price can result in large percentage movements and considerable volatility. The Board believes that the sub-division and consolidation would, if carried out, result in a share price and nominal value more appropriate to the Company in the context of the UK market. We will therefore be seeking shareholder approval of the sub-division and consolidation at the AGM.

SCRIP DIVIDEND SCHEME

The Company's Articles of Association require shareholder approval in order for the Directors to make available a scrip dividend. The Scrip Dividend Scheme (the 'Scheme') was originally approved by shareholders in 2004. The current authority to operate the Scheme is due to expire on 17 May 2014. Notwithstanding the Company's announcement on 27 February 2014, that the Directors would not recommend the payment of a final dividend for the year-ended 31 December 2013, the Directors wish to retain the flexibility to continue the authority to offer a scrip dividend in the future. The Directors are therefore recommending renewal of the authority for a further five years at this year's AGM. The operation of the Scheme may be offered at the discretion of the Company's Directors to make the Scheme available in respect of a particular dividend.

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. The Directors intend to vote in favour in respect of their own shareholdings.

Yours faithfully

Martin Scicluna,
Chairman

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 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

NOTICE OF THE 2014 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 Friday, 9 May 2014 at 11:00am.

Shareholders will be asked to consider and if thought fit, to pass the resolutions below. Resolutions 20 to 23 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

To receive the Company's Annual Report and Accounts for the financial year ended 31 December 2013, together with the reports of the Directors and Auditor on the Accounts
To approve the Directors' Remuneration Policy as set out on pages 71 to 79 of the Directors' Remuneration Report contained within the Company's Annual Report and Accounts for the year ended 31 December 2013
To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy as set out on pages 69 to 93) contained within the Company's Annual Report and Accounts for the year ended 31 December 2013
To approve the 2014 RSA Performance Share Plan: THAT the 2014 RSA Performance Share Plan (the 'Plan'), the principal terms of which are summarised in the Appendix to this Notice, and the rules of which are produced to the meeting and signed by the Chairman for the purposes of identification, be approved and the Directors be authorised to:

a) make such modifications to the Plan as they may consider appropriate to take into account the requirements of the UK Listing Authority and best practice and to adopt the Plan as so modified and to do all such other acts and things as they may consider necessary or expedient to implement the Plan; and
b) establish such schedules to the Plan as they may consider necessary in relation to employees outside the UK, with such modifications as may be necessary or desirable to take into account local tax, exchange control or securities law in overseas territories, provided that any shares made available under such schedules are treated as counting against the limits on individual and overall participation contained in the Plan.

To re-elect Martin Scicluna as a Director
To elect Stephen Hester as a Director
To re-elect Richard Houghton as a Director
To re-elect Adrian Brown as a Director
To re-elect Alastair Barbour as a Director
To elect Kath Cates as a Director
To re-elect Hugh Mitchell as a Director
To re-elect Joseph Streppel as a Director
To re-elect Johanna Waterous as a Director
To re-appoint KPMG LLP as the Company's Auditor until the conclusion of the next Annual General Meeting of the Company at which accounts are laid before the meeting
To authorise the Directors to determine the Auditor's remuneration
To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure:

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 this resolution is effective (the 'Group') be and hereby 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 until the close of business on 30 June 2015, whichever is earlier.

To authorise the Directors to continue the Scrip Dividend Scheme:

THAT the Directors of the Company be generally and unconditionally authorised to exercise the power contained in Article 125 of the Articles of Association of the Company so that, to the extent and in the manner determined by the Directors, the holders of ordinary shares in the Company are permitted to elect to receive new ordinary shares, credited as fully paid, instead of all (or, at the discretion of the Directors, part) of any dividends declared by the Company prior to 8 May 2019.

To permit the Directors to allot further shares and to grant rights to subscribe for or convert any security into shares in the Company:

THAT the Directors of the Company be and hereby are authorised generally and without condition, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company 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 (x) £337,536,650; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation (as defined below) becoming effective, £245,481,200 (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 (x) £675,073,301; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation (as defined below) becoming effective, £490,962,401 (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 or as required by the rights of those securities 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 the requirement of any regulatory body or stock exchange or any other matter; and

c) comprising preference shares up to a nominal amount of £175,000,000;

ASA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

such authorities to apply until the conclusion of the next AGM of the Company or, until the close of business on 30 June 2015 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 expires 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 expired.

To permit the Directors to Sub-divide and Consolidate the Company's Ordinary Share Capital

THAT subject to and conditional on the admission of the New Ordinary Shares (as defined below) to the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange becoming effective and on Resolutions 20 being passed:

a) each of the ordinary shares of 27.5p each in the capital of the Company in issue at the close of business on 9 May 2014, or such other time and date as the Directors may determine (the 'Record Date') be sub-divided into one ordinary share of 20p in the capital of the Company, having the same rights, being subject to the same restrictions and ranking on the same basis as the existing ordinary shares of 27.5p each in the capital of the Company (save as to nominal value) (each, an 'Intermediate Ordinary Share'), and one deferred share of 7.5p (each, a 'Deferred Share'), having the rights and being subject to the restrictions set out in Resolution 20 below; and

b) immediately thereafter, all Intermediate Ordinary Shares that are in issue be consolidated into new ordinary shares of 100p each in the capital of the Company (the 'New Ordinary Shares') on the basis of five Intermediate Ordinary Shares being consolidated into one New Ordinary Share, each New Ordinary Share having the same rights as an Intermediate Ordinary Share (save as to the nominal value).

provided that, where such sub-division and consolidation (the 'Sub-division and Consolidation') results in any shareholder being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share to which other shareholders of the Company may be entitled; and that the Directors of the Company be and are hereby authorised in accordance with the Company's Articles of Association (Article 47) to deal with such fractions as they shall decide, to sell (or appoint any other person to sell), on behalf of all the relevant shareholders, all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person, and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders entitled thereto (save that any fraction of a penny shall be rounded up or down in accordance with the usual practice of the registrar of the Company); and any Director of the Company (or any person appointed by the Directors of the Company) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant shareholders and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares.

To amend the Articles of Association

THAT, conditional on passing Resolution 19 and the Sub-division and Consolidation becoming effective, the Articles of Association of the Company produced to the meeting and initialled by the Chairman for the purposes of identification, be amended by:

a) renumbering Article 5 as Article 5.1;

b) inserting the number "5.1" in place of the number "5" in the introductory wording of Article 5; and

c) inserting a new Article 5.2 as follows:

"Article 5.2. Deferred Shares

The Deferred Shares shall rank pari passu with each other but otherwise shall have the rights and be subject to the limitations and restrictions set out in this Article 5.2 as well as such further rights, limitations and restrictions (not being inconsistent with those set out in this Article 5.2) as may be determined by the board prior to allotment: -

A) Income

The holders of the Deferred Shares shall not be entitled to receive any dividend or distribution declared, made or paid or any return of capital (save as provided in Article 5.2(B)) and shall not be entitled to any further or other right of participation in the assets of the Company.

B) Capital

On a return of capital on a winding up, the holders of the Deferred Shares shall be entitled to participate, such entitlement to be limited to the repayment of the amount paid up or credited as paid up on such Deferred Share to a maximum of 7.5p, and shall be paid only after the holders of any and all Preference Shares and all ordinary shares then in issue shall have received payment in respect of such amount as is paid up or credited as paid up on those Preference Shares and ordinary shares held by them at such time plus the payment in case or specie of £10,000,000 for every 1p paid up or credited up as paid up on those Preference Shares and ordinary shares.

C) Voting and General Meetings

i) The holders of the Deferred Shares shall not be entitled to receive notice of, nor attend, speak or vote at, any general meeting of the Company, unless a resolution for the winding-up of the Company is to be proposed at such general meeting.

ii) The Company shall have the irrevocable authority to appoint a single holder or any other person on behalf of all holders of Deferred Shares to exercise any vote to which holders of Deferred Shares may be entitled in any circumstances or for any other matter connected to the Deferred Shares.

D) Limitations

No Deferred Share shall:

i) be transferable at any time other than with the prior written consent of the directors and the directors shall have the right to refuse to register any transfer undertaken without their prior written consent; or

ii) entitle its holder to receive a share certificate in respect of their shareholding, save as required by law.

E) Purchase

The Company shall have the irrevocable authority to authorise and instruct the secretary of the Company (or any other person appointed for the purpose by the directors) as agent for the holders of the Deferred Shares to execute on behalf of such holders a transfer thereof and/or an agreement to transfer and/or to purchase the Deferred Shares and such documents that such person may consider are necessary or desirable in connection with such transfer and/or purchase, in each case without obtaining the sanction of the holder or holders thereof, and for an aggregate payment of one penny in respect of the total number of Deferred Shares being transferred or purchased.

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

F) Rights attaching to Deferred Shares

The rights attached to the Deferred Shares shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares, any amendment or variation of the rights of any other class of shares of the Company, the Company reducing its share capital or the surrender or purchase of any share, whether a Deferred Share or otherwise.

G) Cancellation

The Company shall have the irrevocable authority to cancel any Deferred Share without making any payment to the holder and such cancellation shall not be deemed to be a variation or abrogation of the rights attaching to such Deferred Share."

To relax the restrictions which normally apply when ordinary shares are issued for cash:

THAT if Resolution 18 is passed, the Directors of the Company be and hereby are given power to allot equity securities (as defined in section 560(1) 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 18, 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 the requirements of any regulatory body or stock exchange or any other matter; and

b) in the case of the authority granted under paragraph (a) of Resolution 18 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 (x) £50,630,497; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, £36,822,180; such power to apply until the conclusion of the next AGM of the Company (or, if earlier, until the close of business on 30 June 2015) 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 expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

To give authority for the Company to buy back up to 10% of issued ordinary shares

THAT the Company be and is hereby authorised for the purposes of section 701 of the Companies Act 2006 generally and without conditions to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares provided that:

a) the Company may not purchase more than (x) 368,221,801 or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, 73,644,360 of its ordinary shares;
b) the Company may not pay less than the nominal value 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 its 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 any of its ordinary shares and the highest current independent bid for any of its ordinary shares as derived from the London Stock Exchange Trading System.

This authority will expire at the conclusion of the next AGM of the Company or the close of business on 30 June 2015, 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 expires and the Company may purchase ordinary shares pursuant to any such contract as if the power had not expired.

To approve the notice period for general meetings

THAT a general meeting, other than an AGM, may be called on not less than 14 clear days' notice.

By order of the Board

Derek Walsh
Group General Counsel and Group Company Secretary

11 March 2014

Registered Office:

9th Floor One Plantation Place, 30 Fenchurch Street, London EC3M 3BD
Registered in England and Wales No. 2339826

ASA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

EXPLANATORY NOTES TO THE RESOLUTIONS

RESOLUTIONS 2 AND 3 – REMUNERATION REPORT AND POLICY

Under Section 439A of the Companies Act 2006 ('CA2006'), the Company is required to ask shareholders to vote on the Remuneration Policy. The Remuneration Policy is set out on pages 71 to 79 of the Directors' Remuneration Report contained in the Annual Report and Accounts for the financial year ended 31 December 2013. The Policy must be put to shareholder vote and approved at least once every three years, unless during that time the Policy needs to be changed. Once approved, the Company will only be able to make a remuneration payment to a current or a prospective Director or a payment for loss of office to a current or past Director if that payment is either consistent with the Remuneration Policy or, if it is not consistent with the Remuneration Policy, is approved by a separate shareholder resolution. The vote is binding meaning payments under the Policy cannot be made until it has been approved by shareholders and, as a result, the Policy will take effect from the passing of the resolution.

Under section 439 CA2006, the Company is required to ask shareholders to vote on the Directors' Remuneration Report contained in the Annual Report and Accounts for the financial year ended 31 December 2013. The vote is advisory.

RESOLUTIONS 5 TO 13 – ELECTION OF DIRECTORS

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 stand for re-election or election, as relevant, at the AGM this year, other than Edward Lea and Malcolm Le May who have given notice that they will retire from the Board with effect from 8 May 2014. Johanna Waterous will become Senior Independent Director, Kath Cates will become chair of the Board Risk Committee and Joseph Streppel will also become chair of the Group Investment Committee, appointments of which will take effect from 8 May 2014.

Directors standing for election and re-election (biographical details of whom can be found on page 11 of this Notice) continue to be effective and have demonstrated their commitment to the role. Shareholders are therefore asked to approve their re-election and the election of Stephen Hester and Kath Cates as Directors at the AGM.

RESOLUTIONS 14 AND 15 – AUDITORS RE-APPOINTMENT AND REMUNERATION

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. KPMG have indicated their willingness to continue in office as auditor of the Company and, accordingly, Resolution 14 re-appoints KPMG as auditor of the Company. Resolution 15 proposes that the Directors be authorised to determine the remuneration of the auditor. In practice, the Group Audit Committee will consider and approve the audit fees on behalf of the Board.

RESOLUTIONS 16 – POLITICAL DONATIONS

This resolution renews the authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure.

The Group's policy currently 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 2013. 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 Part 14 CA2006, the resolution covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The CA2006 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 2015 (whichever is earlier) and the Directors expect to seek to renew this authority at each AGM.

RESOLUTION 17 – RENEWAL OF THE SCRIP DIVIDEND SCHEME

The above resolution is required by Article 125 of the Articles of Association which requires shareholder approval in order for the Directors to continue to make available the scrip dividend scheme (the 'Scheme'). The Company originally established the Scheme in 2004. The current authority to operate the Scheme is due to expire on 17 May 2014. Notwithstanding the Company's announcement on 27 February 2014, that the Directors would not recommend the payment of a final dividend for the year ended 31 December 2013, the Directors wish to retain the flexibility to continue the authority to offer a scrip dividend in the future. The Directors are therefore recommending renewal of the authority at this year's AGM. The operation of the Scheme is subject to the decision of the Company's Directors to make the Scheme available in respect of a particular dividend. If this resolution is passed, you will receive any future dividends in cash unless the Scheme is made available to a future dividend and you elect, or have previously elected (by way of an executed mandate which is still in force), to participate in the Scheme.

RESOLUTION 18 – AUTHORITY TO ALLOT SHARES

This resolution renews the authority given to the Directors' at our last AGM to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company in accordance with section 551 CA2006:

a) up to an aggregate nominal amount equal to (x) £337,536,650; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, £245,481,200 (representing (x) 1,227,406,003; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, 245,481,200 ordinary shares and approximately one-third of the issued ordinary share capital of the Company assuming no issue of shares prior to that time); and

b) comprising equity securities (as defined in section 560(1) CA2006) up to an aggregate nominal amount of (x) £675,073,301; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective £490,962,401, representing (x) 2,454,812,007; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, 490,962,401 ordinary shares which (in accordance with guidance issued by the Association of British Insurers ('ABI')), represents approximately two-thirds of the issued share capital of the Company (as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution) 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;

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

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 the requirements of any regulatory body or stock exchange or any other matter; and

c) comprising preference shares up to an aggregate nominal amount of £175,000,000.

Allotments made under the authorisation in paragraph (b) of Resolution 18 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).

The figures provided under paragraphs (a) and (b) are in respect of the Company's share capital as at 3 March 2014 (being the latest practicable date prior to the publication of this Notice), save that the resolution provides that, conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, these figures will take into account the effect of the Sub-division and Consolidation on the Company's issued share capital. The authorities apply until the conclusion of the next AGM of the Company or, until the close of business on 30 June 2015, 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 expires 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 expired.

On 27 February 2014, the Company announced its intention to undertake a proposed rights issue to ordinary shareholders in proportion (as nearly as may be practicable and legally permissible) to their existing holdings. As at 3 March 2014 (being the latest practicable date prior to the publication of this Notice), the number of shares to be allotted by way of the proposed rights issue is not known.

RESOLUTION 19 – SUB-DIVISION AND CONSOLIDATION OF ORDINARY SHARES

This Resolution will, if approved, effect the Sub-division and Consolidation as set out below. This Resolution is conditional on the passing of Resolution 20 to amend the Company's Articles of Association.

The Board believes that the Sub-division and Consolidation will result in a share price and nominal value which better reflects the Company's size in the UK market and may assist with reducing volatility in the Company's share price, thereby enabling a more consistent valuation of the Company.

Pursuant to the Sub-division and Consolidation it is proposed THAT

1) each ordinary share of 27.5p in issue at the Record Date (expected to be the close of business on 9 May 2014, or such other time and date as the Directors may determine) will be sub-divided into one 20p Intermediate Ordinary Share and one 7.5p Deferred Share (each as defined above) of the Company; and
2) the Intermediate Ordinary Shares be consolidated such that, for every five Intermediate Ordinary Shares held, a shareholder will hold one 100p New Ordinary Share (as defined above) in the ordinary share capital of the Company following completion of the Sub-division and Consolidation.

The creation of a class of Deferred Shares will ensure that the reduction in the nominal value of the ordinary shares effected by the Sub-division and Consolidation will not result in an unlawful reduction in the Company's share capital. The rights attaching to the Deferred

Shares, which will not be listed and which will not be freely transferable, will render them effectively worthless. It is intended that, subject to Resolutions 19 and 20 being passed and accordingly the Sub-division and Consolidation becoming effective, the Deferred Shares will be transferred or purchased for one penny consideration in aggregate and cancelled as soon as possible, with an appropriate reserve being created. No share certificates will be issued in respect of the Deferred Shares.

Existing ordinary shares

As a result of the Sub-division and Consolidation, each ordinary shareholder's proportionate interest in the Company's issued ordinary share capital will remain unchanged (ignoring the effects of the treatment of the fractions). The only changes will be to the nominal value and the number of the New Ordinary Shares. The rights attaching to ordinary shares (including voting and dividend rights and rights on a return of capital) will be identical in all respects to those of the existing ordinary shares.

The number of ordinary shares of the Company listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities will change as a result of the Sub-division and Consolidation. However the proposed Sub-division and Consolidation will not affect the Group's or the Company's net assets.

The last day of trading on the London Stock Exchange in the existing ordinary shares is expected to be 9 May 2014. The last day of trading on the New York Stock Exchange in American Depositary Receipts representing the existing ordinary shares is expected to be 12 May 2013. Holders of American Depositary Receipts will continue to hold the same number of American Depositary Receipts following the Sub-division and Consolidation, but each American Depositary Receipt will represent one New Ordinary Share, rather than five existing ordinary shares. The Sub-division and Consolidation is expected to become effective on 12 May 2014.

If the Sub-division and Consolidation is approved, the New Ordinary Shares will be admitted to trading on the London Stock Exchange on 12 May 2014 with ISIN: GB00BKKMKR23 and SEDOL: BKKMKR2.

Fractional entitlements

If your shareholding comprises fewer than five existing ordinary shares, your shareholding would still be consolidated, and this will result in you no longer being a member of the Company in relation to that holding. Any shareholding of existing ordinary shares which is not exactly divisible by five will generate an entitlement to a fraction of a New Ordinary Share. Arrangements will be put in place for any such fractional entitlements arising from the Sub-division and Consolidation to be aggregated and sold in the market on your behalf. Based on the share price of 93.55p on 3 March 2014 (being the latest practicable date prior to the publication of this Notice) the maximum fractional entitlement will be £3.74p. Proceeds of fractional entitlements will be distributed to shareholders on or around 23 May 2014.

For purely illustrative purposes, an example of the effect of the Sub-division and Consolidation is set out below:

Existing ordinary shares	New Ordinary Shares	Fractional Entitlement*
2	0	0.4
5	1	0
8	1	0.6
194	38	0.8
500	100	0
1,000	200	0

The fractional entitlement represents the fraction of a share which will be sold on your behalf at the time of the Sub-division and Consolidation.

ASA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

Although ordinary shareholders would hold fewer ordinary shares than before, their shareholding as a proportion of the total number of ordinary shares in issue and therefore their ownership in the Company, will be the same before and after the Sub-division and Consolidation, subject to adjustments to reflect fractional entitlements.

Share certificates

If Resolutions 19 and 20 are passed, existing share certificates will cease to be valid with effect from the close of business on the Record Date and new share certificates representing New Ordinary Shares will be sent to shareholders who hold shares in certificated form on or around 23 May 2014. On receipt, all ordinary share certificates previously issued can be destroyed. If you do not receive a new share certificate and you believe you are entitled to one please contact our Registrars Equiniti (contact details can be found on page 13 of this Notice). Share certificates representing Intermediate Ordinary Shares or Deferred Shares will not be issued. Shareholders who hold their entitlement to existing ordinary shares in uncertificated form through CREST are expected to have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares on 12 May 2014, but will not have their CREST accounts adjusted to reflect their entitlement to Intermediate Ordinary Shares or to Deferred Shares.

Employee Share Schemes

Entitlements to existing ordinary shares under the employee share schemes will be adjusted to take account of the Sub-division and Consolidation in order to preserve their market value, subject to HM Revenue and Customs ('HMRC') approval where required. Further information will be provided to the participants in separate communications.

United Kingdom Taxation

The comments below are intended as a general guide only and are based on current UK tax legislation and the practice of HMRC (which may not be binding on HMRC). They are not intended to be exhaustive. They relate only to the position of ordinary shareholders to whom split-year treatment does not apply and who are the absolute beneficial owners of their existing ordinary shares, who hold their existing ordinary shares as an investment and who are resident, and if an individual, domiciled and ordinarily resident, in the United Kingdom for taxation purposes. They do not apply to ordinary shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment. They may not apply to certain shareholders, such as dealers in securities, insurance companies and collective investment schemes and shareholders who are exempt from taxation. Such persons may be subject to special rules. The position may be different for future transactions and may alter between the date of this document and the implementation of the Sub-division and Consolidation.

If you are in any doubt as to your taxation position or if you are subject to tax in any jurisdiction other than the UK, you are strongly advised to consult an appropriate professional adviser immediately.

To the extent that an ordinary shareholder receives New Ordinary Shares and Deferred Shares, they will not generally be treated as having made a disposal of their ordinary shares as a result of the Subdivision and Consolidation. Instead, their New Ordinary Shares and their Deferred Shares will effectively be treated as the same asset as their existing ordinary shares acquired at the same time and for the same consideration as those existing ordinary shares.

To the extent that an ordinary shareholder receives, or is entitled to receive, a cash distribution in respect of fractional entitlements and the amount of cash distribution received is small in comparison with the value of their ordinary shares (which should be the case),

the ordinary shareholder will not be treated as having disposed of the shares in respect of which the cash distribution was received. Instead, an amount equal to the amount of such cash will be deducted from the base cost of their New Ordinary Shares. Under current HMRC practice, any cash payment of £3,000 or less or (if greater) which is 5% or less of the market value of a shareholder's holding of ordinary shares immediately before the distribution will generally be treated as small for these purposes.

A subsequent disposal of New Ordinary Shares may, depending on individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a liability to UK tax on capital gains. Any chargeable gain or allowable loss on a disposal of the New Ordinary Shares should be calculated taking into account a proportion of the allowable cost to the holder of acquiring their existing ordinary shares based on an apportionment of the allowable expenditure for their existing ordinary shares by reference to the market value of the New Ordinary Shares and Deferred Shares on the first day on which market value or prices are quoted or published for the New Ordinary Shares. The Deferred Shares should not be regarded as having any value. Hence, it is expected that all of a shareholder's allowable cost of acquiring their existing ordinary shares should be apportioned to their New Ordinary Shares.

In the case of a shareholder who holds less than five Existing Ordinary Shares and who therefore does not receive any New Ordinary Shares or Deferred Shares, such a shareholder will be treated as disposing of their shares as a result of the Sub-division and Consolidation. To the extent that such a shareholder receives or is entitled to receive cash in respect of fractional entitlements, such disposal may, depending on the shareholder's individual circumstances (including the availability of exemptions, reliefs and allowable losses) give rise to a liability to UK tax on capital gains.

No UK stamp duty or stamp duty reserve tax should be payable by ordinary shareholders as a result of the Sub-division and Consolidation.

RESOLUTION 20 – AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This Resolution is conditional upon the passing of Resolution 19. The Resolution (which will be proposed as a special resolution and requires approval of at least 75% of the votes cast at the AGM) would, if approved, amend the Company's Articles of Association to include a new sub-article specifying the rights attaching to the Deferred Shares arising as a result of the Sub-division and Consolidation.

The Deferred Shares created on the proposed Sub-division and Consolidation becoming effective will have no voting or dividend rights. Each Deferred Share will entitle its holder to participate on a return of assets on a winding up of the Company, such entitlement to be limited to the repayment of the amount paid up or credited as paid up on such share to a maximum of 7.5p, and shall be paid only after the holders of any and all Preference Shares and of any and all ordinary shares then in issue shall have received payment in respect of such amount as is paid up or credited as paid up on those Preference Shares and ordinary shares held by them at such time plus the payment in cash or specie of £10,000,000 for every 1p paid up or credited up as paid up on those Preference Shares and ordinary shares.

No share certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of shareholders be credited in respect of any entitlement to Deferred Shares, nor will they be admitted to the Official List or to trading on the London Stock Exchange or any other investment exchange. The Deferred Shares shall not be transferable at any time, other than with the prior written consent of the Directors.

The Company may, at any time, seek the transfer and/or purchase and subsequent cancellation of the Deferred Shares using such lawful

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

means as the Directors may determine. It is intended that, subject to Resolutions 19 and 20 being passed and accordingly the Sub-division and Consolidation becoming effective, that the Deferred Shares will be transferred and/or purchased and cancelled as soon as possible, with the appropriate reserve being created.

RESOLUTION 21 – TO RELAX THE RESTRICTIONS WHICH NORMALLY APPLY WHEN ORDINARY SHARES ARE ISSUED FOR CASH

This Resolution (which will be proposed as a special resolution and requires approval of at least 75% of the votes cast at the AGM) renews the authority that was given at our last AGM. Unless they are given 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.

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 (x) £50,630,497; or (y) conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective £36,822,180. The former aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 3 March 2014 (being the latest practicable date prior to the publication of this AGM notice) while the latter, conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, takes into account the effect of the Sub-division and Consolidation on the Company's issued ordinary share capital. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Preemption 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.

This authority will automatically expire at the conclusion of the next AGM of the Company or the close of business on 30 June 2015, whichever is earlier.

RESOLUTION 22 – SHARE BUY BACK

This Resolution renews the authority that was given at our last AGM. It allows the Company to buy back up to 368,221,801 or conditional on passing Resolutions 19 and 20 and accordingly the Sub-division and Consolidation becoming effective, 73,644,360 of its issued ordinary shares on the stock market. This equals 10% of the Company's issued ordinary shares on 3 March 2014 (being the latest practicable date prior to publication of this 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.

The Board is committed to managing the Company's capital effectively. Buying back the Company's ordinary shares is one of the options they keep under review. The Company will only buy back its 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 3 March 2014 (which is being the latest practicable date prior to the publication of this Notice) is approximately 114 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 3.85% 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 the next AGM of the Company or the close of business on 30 June 2015, whichever is earlier.

RESOLUTION 23 – NOTICE PERIOD FOR GENERAL MEETINGS

This Resolution renews the authority that was given at our last AGM. The notice period required by the CA2006 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. The authority granted by this Resolution, if passed, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.

RSA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

DIRECTORS' BIOGRAPHIES

MARTIN SCICLUNA B.L.N

Chairman

Skills and Experience: Martin was appointed as Chairman and Director in January 2013. Martin has considerable knowledge and understanding of the financial services sector and Board experience. Previous roles include Non-Executive Director and Chairman of the Audit Committee, Lloyds Banking Group plc, 34 years at Deloitte LLP, 26 years of which as Partner, Chairman of Deloitte LLP from 1995 to 2007 and a Director, Deloitte Touche Tohmatsu from 1999 to 2007.

External Appointments: Chairman of Great Portland Estates plc, Non-Executive Director and Chairman of the Audit Committee of Ship Midco Limited, trading as Worldpay and a Board member of the Financial Services Trade and Investment Board.

STEPHEN HESTER B.T

Group Chief Executive

Skills and Experience: Stephen was appointed as Group Chief Executive and Director in February 2014. Previous roles include Chief Executive Officer, The Royal Bank of Scotland Group plc, 2008-2013, where he led the largest ever corporate restructuring and recovery programme; Chief Executive, British Land plc from 2004 to 2008, Chief Operating Officer, Abbey National plc and a number of senior roles at Credit Suisse First Boston in London and New York. Stephen has over 30 years' experience in financial services and FTSE 100 companies with expertise in transforming the performance of businesses.

External appointments: Trustee of The Royal Botanic Gardens, Kew Foundation.

RICHARD HOUGHTON B.J

Group Chief Financial Officer

Skills and Experience: Richard was appointed Group Chief Financial Officer in June 2012. Previous roles include Group CFO of Aspen Insurance Holdings Limited, 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.

External appointments: No external appointments to listed companies.

ADRIAN BROWN

Chief Executive, UK and Western Europe

Skills and Experience: Adrian 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.

External Appointments: Adrian is a Director of Employers' Liability Tracing Office and DKH Legacy Trust.

KATH CATES A.B

Independent Non-Executive Director

Skills and Experience: Kath Cates was appointed as a Non-Executive Director in September 2013 and will become the chairman of the Board Risk Committee with effect from 8 May 2014. She has over 20 years' experience in global financial services and until recently was Chief Operating Officer, Wholesale Banking for Standard Chartered Bank. Previous roles include 22 years at UBS. Kath has gained a deep knowledge of control, governance and risk management, working in emerging markets and across different sectors and cultures.

External Appointment: None currently held.

ALASTAIR BARBOUR A. B. I. N

Independent Non-Executive Director

Skills and Experience: 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 has extensive experience in advising on accounting and financial reporting, corporate governance and management issues in the financial sector.

External Appointments: Non-Executive Director of Phoenix Group Holdings, Standard Life European Private Equity Trust plc, Liontrust Asset Management plc, CATCo Reinsurance Opportunities Fund Limited, The Bank of N.T. Butterfield & Son Limited (a company listed in Bermuda) and a Fellow of the Institute.

HUGH MITCHELL N.R.

Independent Non-Executive Director

Skills and Experience: Hugh Mitchell was appointed as a Non-Executive Director in September 2012. Hugh is the Chief Human Resources and Corporate Officer of Royal Dutch Shell plc and a member of the Shell Executive Committee. Hugh has considerable experience in advising on HR and remuneration matters.

External Appointments: Director of Shell International Limited, Shell Foundation 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 (USA) and Honorary Vice-President of the Chartered Institute of Personnel and Development.

JOSEPH STREPPEL L.R

Independent Non-Executive Director

Skills and Experience: Joseph Streppel was appointed as a Non-Executive Director in October 2011 and will become Chairman of the Group Investment Committee with effect from 8 May 2014. He has a comprehensive understanding of the insurance market globally, extensive financial services expertise and a good knowledge of international and emerging markets. Previous roles include Chief Financial Officer of Aegon until 2009, Chairman of the Monitoring Committee of the Dutch Corporate Governance Code and Advisor to the Tilburg Centre of Finance.

External Appointments: Chairman of KPN, Vice-Chairman of Van Lanschot, a Dutch private banking and asset management firm, Director of Arq Foundation, Chairman of Duisenberg School of Finance and Chairman of the Advisory Board of the Royal Dutch Society of Actuaries.

JOHANNA WATEROUS CBE A. N.R

Independent Non-Executive Director

Skills and Experience: Johanna Waterous was appointed as a Non-Executive Director in May 2008 and will become Senior Independent Director with effect from 8 May 2014. 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 brings deep expertise on consumer behaviour, sales and marketing across multiple sectors.

External Appointments: Non-Executive Director of WM Morrison Supermarkets plc, Non-Executive Director and Senior Independent Director of Rexam PLC, Director of RBG Kew Enterprises Limited, Chairman of Sandpiper CI and Director of Shoppers Drug Mart Corporation (a company listed on the Toronto Stock Exchange).

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

SHAREHOLDER NOTES

I. ENTITLEMENT TO VOTE

To be entitled to attend and vote at the AGM, shareholders must be registered on the register of members of the Company at 6.00pm on Wednesday, 7 May 2014 (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 at the AGM.

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 Form which must be used to make such appointment and gives Proxy instructions accompanies this document. Please read the instructions on the Proxy Form to ensure the valid appointment of your Proxy or Proxies. 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 the Proxy instructions.

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 Wednesday, 7 May 2014. 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 CA2006 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 their attendance. Shareholders are requested to bring their attendance card which is attached to the Proxy Form. 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 for the meeting and any adjournment(s) thereof 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 voting 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). 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 the latest time(s) for receipt of Proxy appointments specified in Notes 2 and 3 above. 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 messages. 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(s), to procure that his CREST sponsor or voting service provider(s) takes(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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).

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 (as amended).

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 to vote. The Proxy appointment and instructions must be received by Equiniti no later than 11.00am on Wednesday, 7 May 2014. You can also indicate your intention to attend the AGM on the Shareview 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 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.

RSA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

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

A member or members meeting the qualification criteria set out in these sections 338 and 338A CA2006, 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 Notes to your Proxy Form);
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 no later than six weeks before the Meeting to which the requests relate.

9. PUBLICATION OF WEBSITE STATEMENT

Pursuant to section 527 CA2006 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 CA2006.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 CA2006. Where the Company is required to place a statement on a website under section 527 CA2006, it must forward the statement to the Company's auditor no 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 CA2006 to publish on a website.

10. TOTAL VOTING RIGHTS

As at 3 March 2014 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital consists of 3,682,218,010 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 3 March 2014 are 3,682,218,010.

II. 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 ask questions at the AGM are shown on page 14 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/agm2014.

A copy of this Notice, and other information required by section 311A CA2006, can be found at www.rsagroup.com/agm2014.

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;
Copies of the Company's current and proposed Articles of Association; and
The rules of the 2014 RSA Performance Share Plan.

13. 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 14 below.

14. SHAREHOLDER INFORMATION

Registrar

The Company has appointed Equiniti as its registrar to manage the shareholder register, ensuring that all information held about the Company's shareholders is kept up to date, and to pay dividends.

Registrar address: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Shareholder Helpline 0871 384 2048.

Overseas shareholders should call +44 (0)121 415 7064. Lines are open from 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.

Calls to this number are charged at 8p per minute plus network extras.

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

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 2014 AGM. Similarly, the Company's website may not be used to send documents or instructions for the 2014 AGM.

How to get to the Annual General Meeting:

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. Please register your question at the registration desk prior to the start 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.

RSA | NOTICE OF THE 2014 ANNUAL GENERAL MEETING

APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE 2014 RSA PERFORMANCE SHARE PLAN

1. GENERAL

The Board of RSA Insurance Group plc (the 'Company') intends to delegate its powers under the 2014 RSA Performance Share Plan (the 'Plan') to the Group Remuneration Committee (the 'Committee') which will supervise the operation of the Plan and, in particular, make all significant decisions in relation to awards granted to Executive Directors and the Executive Committee.

In respect of Executive Directors, the Plan will be implemented in accordance with the Directors' Remuneration Policy as approved by shareholders from time to time.

2. ELIGIBLE EMPLOYEES

All employees of the Company and any of its subsidiaries and designated associated companies will be eligible to participate in the Plan at the discretion of the Committee. However it is anticipated that the Plan will only be used to grant awards to the Company's Executive Directors, the Executive Committee and senior managers.

3. TYPES AND FORM OF AWARDS

The Plan allows the granting of awards in a number of forms and types to give flexibility so that share-based incentives can be conditionally granted tax efficiently to participants, some of whom may be employed outside the UK. Furthermore, it enables the satisfaction of awards, including those for bonus deferral, with new issue shares, and it allows such shares to be used to compensate employees for loss upon joining the Company, as appropriate. This Plan will not be used to make awards of matching shares linked to a bonus deferral; this type of incentive will no longer form a part of the Company's incentive practice.

The Plan will permit the following award types and forms: Performance Shares, Restricted Shares, Share Options, Forfeitable Shares, Conditional Awards and Cash Awards. Restricted Shares will only be granted to an Executive Director to satisfy compensation for loss upon appointment to the Company. Cash Awards will not be made to an Executive Director. Awards may attract dividends or equivalents at the Committee's discretion. Awards will be made over ordinary shares in the Company.

4. TIMING OF AWARDS

Awards may only be granted within 42 days starting on any of the following:

the date of shareholder approval of the Plan,
the day after the announcement of the Company's results for any period,
the date of the Company's annual general meeting or any general meeting,
any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Awards,
any day on which changes to the legislation or regulations affecting share plans are announced, effected or made,
if the granting of Awards during any period specified above is prevented by any Dealing Restrictions, the date on which it is no longer prevented.

No awards may be granted under the Plan more than ten years after its approval by shareholders.

5. PERFORMANCE CONDITIONS

All Performance Shares will be subject to performance conditions set by the Committee, with performance measured by reference to the relevant performance period. There is no provision to retest the performance conditions. The performance conditions applying to existing awards may be varied to take account of events that the Committee considers to be exceptional, including technical events such as changes in accounting standards and accounting treatment, provided the Committee considers the varied conditions are fair and reasonable and not materially less challenging than the original conditions would have been but for the event in question.

6. RETENTION PERIOD

Executive Directors will be required to hold their vested shares for an additional period as specified in the Remuneration Policy. The shares will not be subject to forfeiture during the retention period.

7. REDUCTION OF AWARDS

The rules of the Plan rules give the Committee the ability to reduce or forfeit shares which have yet to vest, delay the vesting date or forfeit or amend other awards or benefits that have yet to be made. These conditions may apply in circumstances including:

i) material financial misstatement of results for any financial year or the material financial loss/under-performance of a business unit that could have been reasonably risk-managed;
ii) error or material misstatement leading to an over-payment;
iii) employee misconduct, including regulatory or other breaches;
iv) legitimate concerns regarding an employee's conduct, capability or performance;
v) actions leading to reputational damage;
vi) deterioration in the financial health of the Company leading to severe financial constraint;
vii) any other situation as the Committee may reasonably determine.

8. PARTICIPANTS' RIGHTS

Awards will not confer any shareholder rights on participants until the awards have vested and the participants have received their shares. Participants will have full rights during any compulsory retention period. Any dividend equivalents are accrued during the vesting period (or in the case of options to the date of exercise) and applied to shares received by the participant as additional shares or a cash amount. In respect of forfeitable shares, a participant will normally have all rights of a shareholder until the award lapses. Awards are not transferable, except on death to the participant's personal representatives. Awards are not pensionable.

9. LEAVING EMPLOYMENT

As a general rule, awards of Performance Shares and Restricted Shares will lapse when a participant's employment ceases prior to the vesting date. However, if a participant ceases employment because of his or her death, ill-health, disability, injury, redundancy, the sale of his employer or for other reasons at the discretion of the Committee, then such awards may vest on the normal vesting date of the award, but where performance conditions apply, only to the extent that the relevant condition(s) has been satisfied over the full performance period.

Exceptionally, the Committee may permit awards to vest on or following cessation of employment, generally in the case of a participant's death in service, injury, disability or ill-health. Under such circumstances, the Committee will only permit awards to vest where, in its opinion, any relevant performance conditions have been satisfied up to the date of the participant's employment cessation.

Except for shares used to satisfy a bonus deferral, awards will be pro-rated to reflect the period of time between their grant and the time of ceasing employment relative to the normal vesting or performance periods. The Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.

Some or all of a participant's annual bonus may be granted in the form of an award under the Plan instead of being paid in cash. Where this happens, the Committee can determine that the award will not lapse if the participant leaves the Company, however, such awards will always lapse if the participant's employment is terminated for reason of misconduct/dismissal for cause.

NOTICE OF THE 2014 ANNUAL GENERAL MEETING
EXPLANATORY NOTES TO THE RESOLUTIONS
DIRECTORS' BIOGRAPHIES
SHAREHOLDER NOTES
APPENDIX

10 LIMITS ON THE ISSUANCE OF NEW SHARES

In any ten calendar year period not more than:

a) 10 per cent of the issued ordinary share capital of the Company may be issued or issuable under the Plan and any other employee share plan operated by the Company; or
b) 5 per cent of the issued ordinary share capital of the Company may be issued or issuable under the Plan and any other discretionary employee share plan operated by the Company.

When calculating the above limits, shares will be ignored where the right to acquire them is released or lapses, or if they are committed to be issued under any dividend equivalent. As long as so required by the Association of British Insurers, shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as shares issued by the Company.

11. INDIVIDUAL LIMIT

The maximum value of shares which may be placed under performance-based awards granted to any one participant in respect of any financial year is 400% of salary, excluding any rights to dividends or equivalents. This limit applies to the market value of the shares at grant. However, as noted in the Directors' Remuneration Policy to be put to shareholders at the 2014 Annual General Meeting, this limit will be used only in exceptional circumstances, for example to make a one-off award to attract exceptional talent should this be necessary. The limit does not apply to share awards required to be guaranteed to satisfy compensation for loss upon appointment. Full disclosure will be given to shareholders of any such circumstances where exceptional awards are made, and performance conditions will still apply if the additional headroom is used.

12. RIGHTS ATTACHING TO SHARES

Any shares allotted when an award vests or is exercised will rank equally with shares then in issue except for rights arising by reference to a record date prior to their allotment. Where any shares including treasury shares are transferred to a participant, the participant will be entitled to all rights attaching to the shares by reference to a record date on or after the transfer date.

13. CORPORATE EVENTS

In the event of a takeover or scheme of arrangement of the Company (not being an internal corporate reorganisation) all awards will vest early. Awards will vest only to the extent that the relevant performance condition(s) has, in the opinion of the Committee, been satisfied at that time or, in the case of part of the award subject to a performance condition that measures an average over the full performance period, only to the extent that the Committee considers that the condition would have been likely to have been satisfied had the performance period run its full course.

All awards will then be pro-rated to reflect the reduced period of time between their grant and their early vesting relative to the normal vesting period, although the Committee can decide not to pro-rate awards if it regards it as inappropriate to do so in the particular circumstances.

In the event of an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding Company unless the Committee decides that awards should vest on the same basis as would apply in the case of a takeover.

The Committee can also allow awards to vest, to the extent described above, on a demerger, delisting, extraordinary distribution or other transaction which, in the opinion of the Committee Directors, might affect the current or future value of any award. Any retention period will end on the date of a takeover.

14. VARIATION OF CAPITAL AND OTHER CORPORATE EVENTS

In the event of any variation of share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the value of an award, the Committee may make such adjustment as it considers appropriate to the number or type of shares subject to an award and/or to any exercise price payable.

15. ALTERATIONS TO THE PLAN

The Committee may, at any time, amend the provisions of the Plan in any respect, provided that the prior approval of shareholders of the Company is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, individual limits on participation, the overall limits on the issue of shares, the basis for determining a participant's entitlement to, and the terms of, the shares or cash to be acquired and the adjustment of awards on a variation of share capital.

The requirement to obtain the prior approval of shareholders will not, however, apply to changes to any performance condition (as described above), any minor alteration made to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any Company in the Company's group.

16. OVERSEAS SCHEDULES TO THE PLAN

The shareholders' resolution approving the Plan will give the Company authority to establish further plans (by way of schedules to the Plan or otherwise) in respect of overseas territories. Any such schedule is to be similar to the Plan, but may be modified to take account of local tax, exchange control or securities laws. Any shares made available under any such schedule will be treated as counting against the limits on individual and overall participation in the Plan.

AI assistant

RSA INSURANCE GROUP LIMITED — Proxy Solicitation & Information Statement 2014

4719_agm-r_2014-03-25_cef36d9d-ee89-425b-ba61-994469862298.pdf

NOTICE OF THE 2014 ANNUAL GENERAL MEETING

2014 ANNUAL GENERAL MEETING

BOARD CHANGES

APPROVAL OF THE DIRECTORS' REMUNERATION POLICY

PROPOSED NEW RSA PERFORMANCE SHARE PLAN

SUB-DIVISION AND CONSOLIDATION OF ORDINARY SHARE CAPITAL

SCRIP DIVIDEND SCHEME

RECOMMENDATION

NOTICE OF THE 2014 ANNUAL GENERAL MEETING

EXPLANATORY NOTES TO THE RESOLUTIONS

RESOLUTIONS 2 AND 3 – REMUNERATION REPORT AND POLICY

RESOLUTIONS 5 TO 13 – ELECTION OF DIRECTORS

RESOLUTIONS 14 AND 15 – AUDITORS RE-APPOINTMENT AND REMUNERATION

RESOLUTIONS 16 – POLITICAL DONATIONS

RESOLUTION 17 – RENEWAL OF THE SCRIP DIVIDEND SCHEME

RESOLUTION 18 – AUTHORITY TO ALLOT SHARES

RESOLUTION 19 – SUB-DIVISION AND CONSOLIDATION OF ORDINARY SHARES

Existing ordinary shares

Fractional entitlements

Share certificates

Employee Share Schemes

United Kingdom Taxation

If you are in any doubt as to your taxation position or if you are subject to tax in any jurisdiction other than the UK, you are strongly advised to consult an appropriate professional adviser immediately.

RESOLUTION 20 – AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RESOLUTION 21 – TO RELAX THE RESTRICTIONS WHICH NORMALLY APPLY WHEN ORDINARY SHARES ARE ISSUED FOR CASH

RESOLUTION 22 – SHARE BUY BACK

RESOLUTION 23 – NOTICE PERIOD FOR GENERAL MEETINGS

DIRECTORS' BIOGRAPHIES

MARTIN SCICLUNA B.L.N

STEPHEN HESTER B.T

RICHARD HOUGHTON B.J

ADRIAN BROWN

KATH CATES A.B

ALASTAIR BARBOUR A. B. I. N

HUGH MITCHELL N.R.

JOSEPH STREPPEL L.R

JOHANNA WATEROUS CBE A. N.R

SHAREHOLDER NOTES

I. ENTITLEMENT TO VOTE

2. PROXIES

3. NOMINATED PERSONS

4. VOTING AT MEETING

5. ELECTRONIC PROXY VOTING THROUGH CREST

6. ELECTRONIC PROXY VOTING THROUGH THE INTERNET

7. CORPORATE REPRESENTATIVES

8. MEMBERS' RIGHT TO HAVE A MATTER OF BUSINESS DEALT WITH AT THE MEETING

9. PUBLICATION OF WEBSITE STATEMENT

10. TOTAL VOTING RIGHTS

II. RIGHT TO ASK QUESTIONS AT THE AGM

12. DOCUMENTS AVAILABLE FOR INSPECTION

13. SPECIAL REQUIREMENTS

14. SHAREHOLDER INFORMATION

Information Online

APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE 2014 RSA PERFORMANCE SHARE PLAN

1. GENERAL

2. ELIGIBLE EMPLOYEES

3. TYPES AND FORM OF AWARDS

4. TIMING OF AWARDS

5. PERFORMANCE CONDITIONS

6. RETENTION PERIOD

7. REDUCTION OF AWARDS

8. PARTICIPANTS' RIGHTS

9. LEAVING EMPLOYMENT

10 LIMITS ON THE ISSUANCE OF NEW SHARES

11. INDIVIDUAL LIMIT

12. RIGHTS ATTACHING TO SHARES

13. CORPORATE EVENTS

14. VARIATION OF CAPITAL AND OTHER CORPORATE EVENTS

15. ALTERATIONS TO THE PLAN

16. OVERSEAS SCHEDULES TO THE PLAN

More from RSA INSURANCE GROUP LIMITED

RSA INSURANCE GROUP LIMITED Proxy Solicitation & Information Statement 2014