RSA INSURANCE GROUP LIMITED — Proxy Solicitation & Information Statement 2015

Mar 23, 2015

ATTENDANCE CARD

RSA Insurance Group plc AGM

Friday, 8 May 2015 at 11.00am

RSA

SHAREHOLDER COMMUNICATIONS

RSA

+

XX00000000

Shareholder Reference Number

Firstname Surname

Address Line 1

Address Line 2

Address Line 3

Address Line 4

Address Line 5

Postcode

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

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

Please detach and retain this section before posting.

Do not post with the Form of Proxy and/or the Shareholder Communications form.

The purpose of this form is to ask how you would like to receive shareholder communications in future. Please choose one of the following options:

Option 1 (email) To receive email notifications when shareholder documents are available on our website at www.rsagroup.com

Register at www.shareview.co.uk

Option 2 (website) To receive written notifications by post when shareholder documents are available on our website at www.rsagroup.com

No action required

Option 3 (paper) To continue to receive paper shareholder documents through the post.

Tick box and return this form to our registrar, Equiniti, in the reply paid envelope provided.

Please see overleaf for further information.

If we do not hear from you by 20 April 2015, you will be deemed to have agreed to receive shareholder documents via our website (Option 2).

0059-087-s

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PROXY FORM

• Annual General Meeting of RSA Insurance Group plc to be held on Friday, 8 May 2015

RSA

XX000000000

Voting ID

XX000000000

Task ID

Shareholder Reference Number

0059-088-s

I/We being a member/members of RSA Insurance Group plc (the 'Company') HEREBY APPOINT the Chairman of the meeting or failing him:

Name

Number of shares

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

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

You may either post the form using the reply paid envelope provided, or return the proxy form in an envelope to: FREEPOST, RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No postage stamp is required. Alternatively, you can submit your voting instruction online at www.sharevote.co.uk

Dated

Signature

RESOLUTIONS

1. To receive the 2014 Annual Report and Accounts
2. To declare a final dividend
3. To approve the Directors' Remuneration Report
4. To re-elect Martin Scicluna as a Director
5. To re-elect Stephen Hester as a Director
6. To re-elect Alastair Barbour as a Director
7. To re-elect Kath Cates as a Director
8. To elect Enrico Cucchiani as a Director
9. To re-elect Hugh Mitchell as a Director
10. To re-elect Joseph Streppel as a Director
11. To re-elect Johanna Waterous as a Director

FOR	AGAINST	WITHHELD
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

1. To re-appoint KPMG LLP as the auditor
2. To determine the auditor's remuneration
3. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure
4. To permit the Directors to allot further shares
5. To relax the restrictions which normally apply when ordinary shares are issued for cash
6. To give authority for the Company to buy back up to 10% of issued ordinary shares
7. To approve the notice period for general meetings

FOR	AGAINST	WITHHELD
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

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EXPLANATORY NOTES RELATING TO SHAREHOLDER COMMUNICATIONS

1. If you select Option 1, please visit www.shareview.co.uk, register for a Shareview portfolio and select 'electronic' as your preferred method of delivery of the Company's communications. The terms and conditions of the Shareview service are available online at www.shareview.com/terms
2. If you select Option 2, you do not need to return this form.
3. If you select Option 3, you will receive a paper copy of shareholder documents, including the Full Annual Report and Accounts.
4. The Company's Annual Report and Accounts will be available for viewing at the Company's corporate website at www.rsagroup.com
5. The reply paid envelope may be used to return both this form and the Form of Proxy. If posted outside the United Kingdom, you will need to pay the postage.
6. Notwithstanding any election, the Company may, at its sole and absolute discretion, send any shareholder documents in paper copy.
7. You have the right to request a paper copy of any shareholder document or change your election at any time by writing to the Company's Registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

214778 (01-15)

MAP AND DIRECTIONS TO 2015 AGM VENUE

St. Paul's, 200 Aldersgate, London EC1A 4HD

Doors to the meeting will open at 10.30am.

The closest Underground stations are St. Paul's and Barbican. The closest rail connections are Moorgate and Farringdon.

EXPLANATORY NOTES RELATING TO THE COMPLETION OF THE PROXY FORM

1. To be valid, electronic proxy appointments or written proxy appointments using this paper form (together with any authority under which they are signed) must be completed and sent so that they reach the Company's registrar not later than 11.00am on Wednesday, 6 May 2015.
2. If you wish to appoint as your proxy someone other than the Chairman, you must delete the reference to the Chairman of the meeting and insert the name of your chosen proxy in the box on the form. The proxy must attend the meeting in person to represent the member. A proxy need not be a member of the Company. Any amendment to the choice of proxy must be initialed by the signatory. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.
3. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the registrar's shareholder helpline on 0871 384 2048 (mobile phone or overseas callers should use +44 (0)121 415 7064), or you may photocopy this form. Calls to the helpline cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm, Monday to Friday. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. Please indicate with an X either under the column 'For' or the column 'Against' how you wish your proxy to vote. If you wish your proxy to abstain from voting you should indicate with an X under the 'Vote Withheld' column. Selecting 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' or 'Against' a resolution.
5. Unless instructed otherwise, the proxy may also vote or abstain from voting as he/she thinks fit on any other business that may properly come before the meeting (including amendments to resolutions).
6. The form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. In the case of a corporation, this form may be executed by the signature(s) of a duly authorised officer or attorney. In the case of joint holders only one need sign. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
7. Completion and return of a Proxy Form will not prevent a shareholder from attending the meeting and voting in person should the shareholder so wish. Please return the Proxy Form to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 11.00am on Wednesday, 6 May 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Notice of Availability

The following RSA Insurance Group plc member documentation for the year ended 31 December 2014 is available to view or download on our website at www.rsagroup.com/agm2015:

• 2014 Annual Report and Accounts
• 2015 Notice of AGM
• Scrip Dividend Scheme Booklet