RSA Insurance Group plc (Registered in England and Wales, Company Number: 2339826)

RSA

Notice of the 2019 Annual General Meeting

Friday 10 May 2019 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 2019 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

RSA Insurance Group plc
20 Fenchurch Street
London EC3M 3AU
Date: 20 March 2019

Dear Shareholder

2019 ANNUAL GENERAL MEETING

I am pleased to invite you to the 2019 Annual General Meeting (AGM) of RSA Insurance Group plc (the Company) which will be held at 200 Aldersgate. St. Paul's, London EC1A 4HD on Friday 10 May 2019 at 11.00am. The formal notice of AGM is set out on pages 3 and 4 of this document (the Notice), explanatory notes to the Resolutions on pages 5 to 8, shareholder notes on pages 9 and 10 and Appendices containing other information on pages 11 to 13.

A copy of this Notice of AGM and other information required by section 311A of the Companies Act 2006 can be found at www.rsagroup.com/agm2019.

IF YOU CAN ATTEND THE MEETING

To help with registration, please bring your attendance card, which is attached to the proxy form, or an alternative form of ID that includes your full name and address. 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.

Programme for the event

10.30am Registration will commence and tea and coffee will be available
11.00am AGM will commence
12.00pm approx Light lunch available at the conclusion of the AGM

Voting

In order to allow the voting preferences of all shareholders to be taken into account, a poll will be conducted on all Resolutions proposed in this Notice. The results of the voting will be posted on the Company's website after the meeting.

How to ask questions at the AGM

The AGM is your opportunity to meet the Board and to ask questions about the Company. As this is a shareholders' meeting, we ask you to please restrict any 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 and give you further information about our products and services. Representatives from Equiniti will be available to answer any questions you have concerning your shareholding.

Accessibility

We have made arrangements to help shareholders with disabilities who attend the meeting. Please speak to security at main reception and say you are attending the RSA AGM. Additionally, an induction loop will be installed at the meeting venue.

IF YOU ARE UNABLE TO ATTEND THE MEETING

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 Registrar, Equiniti, to arrive no later than 11.00am on Wednesday 8 May 2019 to be valid. Alternatively, you can 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 9 of this Notice. If you are unable to attend the AGM but wish to ask a specific question, please send an email via the Company's website at www.rsagroup.com/agm2019.

FINAL DIVIDEND

Shareholders are being asked to approve a final dividend of 13.7 pence per ordinary share for the year ended 31 December 2018. Subject to shareholder approval, it is expected that the final dividend will be paid on 17 May 2019 to all ordinary shareholders on the register of members at the close of business on 8 March 2019. The Scrip Dividend Scheme (detailed below) will not apply to the final dividend for the year ended 31 December 2018.

APPROVAL OF SHARE PLANS

The RSA Sharesave Plan and the RSA Share Incentive Plan (together, the Plans) are UK tax-qualified all-employee share plans which were adopted by the Company and approved by shareholders in 2009. Since then, they have been a successful and popular part of the Company's remuneration arrangements. The RSA Sharesave Plan expires in May 2019 and investor guidelines provide that shareholder approval for both Plans is obtained at least every ten years and so approval is now being sought to renew them for a further ten years from the date of the 2019 AGM. Minor changes have been made to the Plans to bring them in line with current legislation and market practice. None of the changes are material or affect the existing structure or operation of the Plans. A description of the principal terms of each of the Plans is set out in Appendix 2.

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 and was last renewed in 2014. The current authority to operate the Scheme is due to expire on 8 May 2019. The Directors wish to retain the flexibility afforded by the authority to offer a scrip dividend in the future. The Directors are therefore recommending renewal of the authority for a further three years at this year's AGM, in line with the Investment Association's guidelines. The operation of the Scheme in respect of a particular dividend is at the discretion of the Company's Directors.

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 of these Resolutions in respect of their own shareholdings.

Yours faithfully

Martin A. Scicluna, Chairman
RSA Insurance Group plc
Registered in England and Wales No. 2339826
Registered Office: 20 Fenchurch Street, London EC3M 3AU

Notice of the 2019 Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (AGM) of RSA Insurance Group plc will be held at 200 Aldersgate, St Paul's, London EC1A 4HD on Friday 10 May 2019 at 11.00am.

Shareholders will be asked to consider and, if thought fit, to pass the Resolutions below.

RESOLUTIONS

Resolutions 1 to 17, 20 and 23 to 25 will be proposed as ordinary resolutions, and Resolutions 18, 19, 21, 22 and 26 will be proposed as special resolutions.

To receive the Company's Annual Report and Accounts for the year ended 31 December 2018, including the strategic report and the reports of the Directors and the Company's auditor
To approve the Directors' Remuneration Report (other than the part containing the summary of the Directors' Remuneration Policy) contained within the Company's Annual Report and Accounts for the year ended 31 December 2018
To approve a final dividend of 13.7 pence per ordinary share, payable on 17 May 2019 to shareholders on the register of members at the close of business on 8 March 2019
To re-elect Martin Scicluna as a Director
To re-elect Stephen Hester as a Director
To re-elect Scott Egan as a Director
To re-elect Alastair Barbour as a Director
To elect Sonia Baxendale as a Director
To re-elect Kath Cates as a Director
To re-elect Enrico Cucchiani as a Director
To re-elect Isabel Hudson as a Director
To re-elect Charlotte Jones as a Director
To re-elect Martin Strobel 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

To resolve 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 at the close of business on 30 June 2020, whichever is earlier.

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

To resolve 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 £343,640,737 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and
b. comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £687,281,475 (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,

such authorities to apply until the conclusion of the next AGM of the Company or until the close of business on 30 June 2020, whichever is earlier, but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not expired.

To give general authority to disapply pre-emption rights

To resolve that, subject to the approval of Resolution 17, the Directors of the Company be and hereby are authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

a. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of authority granted under paragraph (b) of Resolution 17, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary,

b. in the case of the authority granted under paragraph (a) of Resolution 17 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £51,546,110,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2020) but, in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

To give additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

To resolve that, subject to the approval of Resolution 17, the Directors of the Company be and hereby are authorised in addition to any authority granted under Resolution 18 to allot equity securities (as defined in the Companies Act 2006) for cash under

the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £51,546,110; and
b. used only for the purposes of financing (or refinancing if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 30 June 2020) but, in each case, prior to its expiry 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 authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

To give authority to allot new ordinary shares in relation to an issue of mandatory convertible securities

To resolve that, in addition to the authority granted pursuant to Resolutions 17, 18 and 19, 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 the powers of the Company to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company:

a. up to an aggregate nominal amount of £200 million in relation to any issue of mandatory convertible securities (MCS) that automatically convert into or are exchanged for ordinary shares in the Company in prescribed circumstances where the Directors consider that such an issuance of MCS would be desirable in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory capital requirements or targets applicable to the Company or to the Group from time to time; and
b. subject to applicable law and regulation, at such conversion prices (or such maximum or minimum conversion price methodologies) as may be determined by the Directors of the Company from time to time.

Unless previously renewed, revoked or varied, the authority conferred by this Resolution 20 shall apply in addition to all other authorities under section 551 of the Companies Act 2006 until the conclusion of the next AGM of the Company or until the close of business on 30 June 2020, whichever is earlier, but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require ordinary shares to be allotted or rights to be granted after the authority expires and the Directors may allot ordinary shares or grant rights under any such an offer or agreement as if the authority had not expired.

To give authority to allot equity securities for cash under the authority given under Resolution 20

To resolve that, if Resolution 20 is passed, the Directors of the Company be and hereby are authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution, up to an aggregate nominal amount of £200 million in relation to any issue of MCS as if section 561 of the Companies Act 2006 did not apply to any such allotment.

Unless previously renewed, revoked or varied, the authority conferred by this Resolution 21 shall apply until the conclusion of the next AGM of the Company or until the close of business on 30 June 2020, whichever is earlier, 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 after the authority expires and the Directors may allot equity securities under such an offer or agreement as if the authority conferred hereby had not expired.

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

To resolve 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 103,092,221 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 5 business days before the day on which the Company agrees to buy the shares; and
ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses.

This authority will expire at the conclusion of the next AGM of the Company or at the close of business on 30 June 2020, 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 renew the Sharesave Plan and give authority to establish or renew further plans for the benefit of employees outside the UK based on the Sharesave Plan

The RSA Sharesave Plan (the Sharesave Plan) produced in draft to this Meeting and (for the purposes of identification) initialed by the Chairman, be renewed until 9 May 2029 and the directors be authorised to establish or renew further plans for the benefit of employees outside the UK based on the Sharesave Plan, subject to such modifications as may be necessary or desirable to take account of securities laws, exchange control and tax legislation provided that any ordinary shares of the Company made available under such further plans are treated as counting against any limits on individual participation or overall participation in the main plan.

To renew the SIP and give authority to establish further plans for the benefit of employees outside the UK based on the SIP

The RSA Share Incentive Plan (the SIP) produced in draft to this Meeting and (for the purposes of identification) initialed by the Chairman, be renewed until 9 May 2029 and the directors be authorised to establish further plans for the benefit of employees outside the UK based on the SIP, subject to such modifications as may be necessary or desirable to take account of securities laws, exchange control and tax legislation in overseas territories provided that any ordinary shares of the Company made available under such further plans are treated as counting against any limits on individual participation or overall participation in the main plan.

To authorise the Directors to continue the Scrip Dividend Scheme

To resolve that, the Directors of the Company be generally and unconditionally authorised to exercise the power contained in article 128 of the Company's Articles of Association so that, to the extent and on such terms and conditions as may be determined by the Directors, the holders of ordinary shares be permitted to elect to receive new ordinary shares credited as fully paid instead of cash in lieu of the whole (or, at the discretion of the Directors, part) of any dividend or dividends (including any interim dividend), declared or paid by the Directors or declared by the Company at a general meeting (as the case may be). This authority shall commence on the date of the passing of this Resolution and continue until the third AGM of the Company following the date of this Resolution.

To approve the notice period for general meetings

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

By order of the Board

Charlotte Heiss,
Group Chief Legal Officer and Company Secretary
20 March 2019

RSA Insurance Group plc
Registered Office: 20 Fenchurch Street, London EC3M 3AU
Registered in England and Wales No. 2339826

Explanatory notes to the Resolutions

RESOLUTION 1 – ANNUAL REPORT AND ACCOUNTS

Under section 437 of the Companies Act 2006, the Directors are required to present the Company's Annual Report and Accounts for the year ended 31 December 2018 to a general meeting.

RESOLUTION 2 – REMUNERATION REPORT

Under section 439 of the Companies Act 2006, the Company is required to ask shareholders to vote on the Directors' Remuneration Report contained in the Annual Report and Accounts for the year ended 31 December 2018. The vote is advisory.

RESOLUTION 3 – TO APPROVE A FINAL DIVIDEND

The Directors seek shareholder approval of a final dividend of 13.7 pence per ordinary share payable (gross of any applicable tax) on 17 May 2019 to shareholders on the register of members at the close of business on 8 March 2019.

RESOLUTIONS 4 TO 13 – ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the Code, the Board believes that it is of a size appropriate to the needs of the business and that it has the appropriate balance of skills, experience, independence and knowledge to enable it and its Committees to discharge their duties and responsibilities effectively. In accordance with the Code, all Directors are standing for election or re-election at the AGM this year, with the exception of Joseph Streppel who will retire from the Board with effect from the AGM on 9 May 2019.

Following an evaluation process, the Chairman is satisfied that each of the Directors standing for election or re-election continues to be effective and has demonstrated commitment to the role. Shareholders are therefore asked to approve the election of Sonia Baxendale as a Director and the re-election of the other Directors at the AGM.

At the time of the AGM, two Non-Executive Directors will have served on the Board for more than six years: Martin Scicluna and Alastair Barbour. For each of these Directors the Group Nomination and Governance Committee gave detailed consideration to their expertise and contribution, taking into account the need for progressive refreshing of the Board, and was satisfied that they continued to make a significant contribution to the Board. Full biographical details of each Director are set out below.

RESOLUTION 4 – RE-ELECTION OF MARTIN SCICLUNA AS A DIRECTOR

Role: Chairman

Appointment date: January 2013

Nationality: British

Committees: Chair of Group Nomination and Governance Committee, Member of Group Investment Committee

Skills and experience: Martin has considerable knowledge and understanding of the financial services sector. He brings valuable experience in developing strategy and evaluating business opportunities, along with understanding of the financial services sector and how it operates. As Chairman, he ensures the Board operates effectively, promoting constructive engagement with shareholders and other stakeholders. Previous roles include Chairman of Great Portland Estates plc 2008 to 2019, Senior Independent Director and Chair of the Audit Committee of Worldpay Group plc, non-executive director and Chair of the Audit Committee at Lloyds Banking Group plc, 34 years at Deloitte LLP (26 years of which as Partner), Chairman of Deloitte LLP from 1995 to 2007, Director, Deloitte Touche Tohmatsu from 1999 to 2007 and membership of the Financial Services Trade and Investment Board from 2013 to 2015.

External appointments: Chairman of J Sainsbury plc.

RESOLUTION 5 – RE-ELECTION OF STEPHEN HESTER AS A DIRECTOR

Role: Group Chief Executive

Appointment date: February 2014

Nationality: British

Skills and experience: Stephen has over 30 years' experience in financial services and FTSE100 companies. He is responsible for the executive management team, along with leading strategy and business plan development and execution for the Company and its major operating subsidiaries, having regard to the requirements of the Company's shareholders and other stakeholders. Stephen was previously Chief Executive Officer of The Royal Bank of Scotland Group plc, 2008–13, where he led the largest ever corporate restructuring and recovery programme. Prior to that, he held positions as Chief Executive at British Land plc from 2004 to 2008, Chief Operating Officer of Abbey National plc and a number of senior roles at Credit Suisse First Boston in London and New York.

External appointments: Senior Independent Director of Centrica plc.

RESOLUTION 6 – RE-ELECTION OF SCOTT EGAN AS A DIRECTOR

Role: CEO, UK & International

Appointment date: October 2015

Nationality: British

Skills and experience: Scott has substantial financial services experience and understanding of the financial sector, which he brings to the Board when overseeing financial operations of the Group and setting the financial strategy. Before RSA, Scott was Interim Chief Executive Officer at Touxergate Insurance, having previously held the post of Chief Financial Officer. Scott also held the post of Chief Financial Officer at Brit Insurance, after four years as Chief Financial Officer UK at Zurich Financial Services, and latterly as Group Financial Controller. He has also held various senior finance roles at Norwich Union Insurance and Aviva. Scott is a qualified accountant (ACMA), has an MBA from Cranfield University and is a member of the ClimateWise Insurance Advisory Council.

External appointments: None

RESOLUTION 7 – RE-ELECTION OF ALASTAIR BARBOUR AS A DIRECTOR

Role: Independent Non-Executive Director

Appointment date: October 2011

Nationality: British

Committees: Chair of Group Audit Committee, Member of Board Risk Committee, Group Investment Committee and Group Nomination and Governance Committee

Skills and experience: Alastair has extensive experience in advising on accounting and financial reporting, corporate governance and management issues in the financial sector. He brings in-depth knowledge and understanding of global governance. He is a Fellow of the Institute of Chartered Accountants in England and Wales. 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.

External appointments: Senior Independent Director of Phoenix Group Holdings, and non-executive director of Liontrust Asset Management plc, CATCo Reinsurance Opportunities Fund Limited and The Bank of N.T. Butterfield & Son Limited (a company listed in Bermuda and New York).

RESOLUTION 8 – ELECTION OF SONIA BAXENDALE AS A DIRECTOR

Role: Independent Non-Executive Director
Appointment date: March 2019
Nationality: British/Canadian
Committees: Member of Group Audit Committee and Group Investment Committee

Skills and experience: Sonia has over 25 years' experience in the banking and financial services industry in Canada. She has run large global businesses and has served at operating board level at Canadian Imperial Bank of Commerce which is one of the top five banks in Canada. Since stepping down from Canadian Imperial Bank of Commerce in 2011, Sonia has built a successful portfolio of non-executive positions.

External appointments: Non-executive director and member of the Risk Management Committee of Laurentian Bank of Canada and non-executive director. Chair of the Human Resources and Governance Committee and member of the Audit and Finance Committee at Foresters Insurance.

RESOLUTION 9 – RE-ELECTION OF KATH CATES AS A DIRECTOR

Role: Independent Non-Executive Director
Appointment date: September 2013
Nationality: British
Committees: Chair of Group Remuneration Committee, Member of Group Audit Committee, Group Nomination and Governance Committee and Board Risk Committee

Skills and experience: Kath has spent over 25 years in a variety of roles in global financial services, both in the UK and globally. She was previously Chief Operating Officer, Wholesale Banking, for Standard Chartered Bank and spent 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 appointments: Senior Independent Director of Breuin Dolphin Holdings plc, non-executive director of Threadneedle Investment Services Limited, Threadneedle Pensions Limited and Threadneedle Asset Management Holdings Sarl.

RESOLUTION 10 – RE-ELECTION OF ENRICO CUCCHIANI AS A DIRECTOR

Role: Independent Non-Executive Director
Appointment date: December 2014
Nationality: Italian
Committees: Member of Group Remuneration Committee and Board Risk Committee

Skills and experience: Enrico has over 35 years' experience in the financial and insurance sector, in both global executive and non-executive positions. Previously, he was Group CEO at Intesa Sanpaolo and, prior to that, member of the Executive Board of Allianz where he was responsible for companies in Europe, Africa and Latin America and, globally, for P&C. He also served on the boards of, among others, Unicredit and Pirelli.

External appointments: Founding Partner of TGI-Think Global Investments; non-executive director of Piraeus Bank; member of the Board and Executive Committee of Bocconi University.

RESOLUTION 11 – RE-ELECTION OF ISABEL HUDSON AS A DIRECTOR

Role: Senior Independent Non-Executive Director
Appointment date: August 2016
Nationality: British
Committees: Member of Board Risk Committee, Group Remuneration Committee and Group Nomination and Governance Committee

Skills and experience: Isabel brings wide-ranging commercial, corporate finance and business development experience to the Board from the UK and internationally, especially Europe, focused on the insurance sector, spanning life and general insurance as well as pensions. Isabel's previous experience chairing a remuneration committee contributes and adds value to the Group Remuneration Committee. Isabel previously served as Executive Director of Prudential's UK business and Chairman of Prudential International Assurance between 2002 and 2006. Chief Executive of specialised pension buyout firm Synesis Life, Chief Financial Officer of Eureko and International Development Director for GE Insurance Holdings Limited. She was also non-executive director at Standard Life plc, QBE Insurance Group Ltd and The Pension Regulator.

External appointments: Chairman of National House Building Council and non-executive director of BT plc.

RESOLUTION 12 – RE-ELECTION OF CHARLOTTE JONES AS A DIRECTOR

Role: Non-Executive Director
Appointment date: April 2019
Nationality: British
Committees: Member of Board Risk Committee and Group Audit Committee

Skills and experience: Charlotte has over 25 years' financial services experience in the banking and asset management sectors. She is currently Chief Financial Officer of Jupiter Fund Management plc, a position she has held since September 2016. Prior to joining Jupiter, Charlotte was Head of Group Finance and Chief Accounting Officer at Credit Suisse Group. From 2004 to 2013, she held various senior finance roles at Deutsche Bank and between 1990 and 2004 progressed from trainee accountant to partner in the financial services practice of Ernst & Young.

External appointments: Chief Financial Officer and executive director at Jupiter Fund Management plc

RESOLUTION 13 – RE-ELECTION OF MARTIN STROBEL AS A DIRECTOR

Role: Independent Non-Executive Director
Appointment date: May 2016
Nationality: Swiss
Committees: Chair of Board Risk Committee, Member of Group Audit Committee, Group Remuneration Committee, Group Investment Committee and Group Nomination and Governance Committee

Skills and experience: Martin has over 25 years' experience in insurance and financial services. He encourages constructive challenges of matters discussed. Martin was Chief Executive Officer of Baloise Group, a position he held for seven years to 2015. He joined The Baloise Group in 1999 as the Head of IT at Basler Switzerland and, within The Baloise Group, was responsible for major cross-functional insurance and finance projects. From 2003 to 2008, he was a member of the Corporate Executive Committee with responsibility for the Corporate Division Switzerland. From 1993 to 1999, Martin performed various roles at Boston Consulting Group, Düsseldorf, advising business in the banking and the insurance sectors.

External appointments: Non-executive director of Anivo 360 AG and member of the supervisory board MSG Life AG.

RESOLUTION 14 – AUDITOR RE-APPOINTMENT

Under section 489 of the Companies Act 2006, the Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders. This Resolution proposes the re-appointment of KPMG as auditor of the Company for the year ending 31 December 2019.

RESOLUTION 15 – AUDITOR REMUNERATION

Section 492 of the Companies Act 2006 requires the auditor's remuneration to be fixed by the Company's shareholders by ordinary resolution or in such manner as the Company's shareholders may by ordinary resolution determine. This Resolution proposes that the Directors be authorised to determine the remuneration of the auditor. In practice, and in line with the Code and the Competition and Markets Authority's Order on statutory audit services, the Group Audit Committee will consider and approve the audit fees on behalf of the Board. Details of the remuneration paid to the Company's auditor for 2018 and details of how the Group Audit Committee monitors the effectiveness and independence through the non-audit services policy can be found in the 2018 Annual Report and Accounts.

RESOLUTION 16 – POLITICAL DONATIONS

This Resolution renews the authority granted at last year's AGM 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 nor did they use it in 2018. However, it is possible that normal business activities such as sponsoring seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform, as well as making certain charitable donations may be regarded as political in nature.

In accordance with section 366 of the Companies Act 2006, the Directors have decided to continue to seek shareholder authority for political donations and political expenditure in case any of the Group's normal activities are unintentionally caught by the legislation.

As permitted by Part 14 of the Companies Act 2006, the Resolution covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The Companies Act 2006 covers three categories: political parties and independent election candidates, political organisations and political expenditure.

The directors have decided to retain the cap of £100,000 per category provided that authorised political donations or political expenditure do not exceed in aggregate £100,000. The authority will expire at the conclusion of the next AGM or 30 June 2020, whichever is earlier, and the Directors expect to seek to renew this authority at each AGM.

RESOLUTION 17 – AUTHORITY TO ALLOT SHARES

This Resolution renews the authority given to the Directors at the last year's 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 of the Companies Act 2006:

a. up to a nominal amount of £343,640,737 (representing 343,640,737 ordinary shares and approximately one-third of the issued ordinary share capital of the Company); and
b. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £687,281,475 (representing 687,281,475 ordinary shares which, in accordance with guidance issued by the Investment Association (IA), 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.

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 20 March 2019 (being the latest practicable date prior to the publication of this Notice). The authorities apply until the conclusion of the next AGM of the Company or until the close of business on 30 June 2020, 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.

The Directors have no present intention to exercise the authority sought under this Resolution. However, the Directors may consider issuing shares if they believe it would be appropriate to do so in respect of business opportunities that may arise consistent with the Company's strategic objectives. In the event that the authority is used, the Directors intend to follow best practice regarding its use as recommended by the IA.

As at the date of this Notice, no shares are held by the Company in treasury.

RESOLUTIONS 18 AND 19 – GENERAL AND ADDITIONAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

Section 570 of the Companies Act 2006 permits the disapplication of pre-emption rights. These Resolutions renew the authority that was given at our last AGM and comply with the latest Pre-Emption Group recommendations in relation to the disapplication of pre-emption rights. Both Resolutions 18 and 19 will be proposed as special resolutions and require 75% of the votes to be cast in favour.

Unless they are given appropriate authority, the 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 raise cash or finance business opportunities as they arise by the issue of small quantities of shares for cash without first offering such shares to existing shareholders.

These authorities 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:

a. pursuant to Resolution 18, £51,546,110 representing 51,546,110 ordinary shares and approximately 5% of the issued ordinary share capital of the Company as at 20 March 2019 (being the latest practicable date prior to the publication of this Notice), in any one year whether or not in connection with an acquisition or specified capital investment; and
b. pursuant to Resolution 19, a further £51,546,110 representing 51,546,110 ordinary shares and 5% of the issued ordinary share capital of the Company as at 20 March 2019 (being the latest practicable date prior to the publication of this Notice), to be used only in connection with an acquisition or specified capital investment (within the meaning of the Pre-Emption Group's Statement of Principles (the Statement of Principles)) which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

In respect of the authority referred to in (a), the Board also confirms its intention to follow the provisions of the Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Statement of Principles provide that usage in excess of 7.5% of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above.

This authority will automatically expire at the conclusion of the next AGM of the Company or at the close of business on 30 June 2020, whichever is earlier.

RESOLUTION 20 – TO GIVE AUTHORITY TO ALLOT NEW ORDINARY SHARES IN RELATION TO AN ISSUE OF MANDATORY CONVERTIBLE SECURITIES

Resolution 20 will, if approved, give the Directors authority to allot ordinary shares in the Company or grant rights to subscribe for, or to convert any security into, ordinary shares in the Company,

in accordance with section 551 of the Companies Act 2006 up to a nominal amount of £200 million (representing 200 million ordinary shares) in connection with the issue of mandatory convertible securities (MCS) which is, in aggregate, equivalent to approximately 19.4% of the issued ordinary share capital of the Company as at

20 March 2019 (being the latest practicable date prior to the publication of this Notice). This Resolution renews the authority given to the Directors at our last AGM.

The Directors believe it is in the best interests of the Company for the Group to have the flexibility to issue MCS from time to time and the authority sought in Resolution 20 may be used if, in the opinion of the Directors, such an issuance of MCS would be desirable, including for the purposes of complying with regulatory capital requirements or targets applicable to the Company or to the Group. MCS may be one means by which the Group replaces or refinances existing regulatory capital instruments with a view to maintaining an efficient capital structure. However, there is not authority in Resolution 20 should not be taken as an indication that the Company will or will not issue any, or any given amount of, MCS.

This authority is in addition to the authority proposed in Resolution 17, which is the usual authority sought on an annual basis in line with the guidance issued by the IA. Although this authority is not contemplated by the guidance issued by the IA, it has been discussed previously with the IA.

This authority will expire at the conclusion of the next AGM or the close of business on 30 June 2020, whichever is earlier. However, the Directors may seek a similar authority in the future.

Please see Appendix 1 for more information on the MCS.

RESOLUTION 21 - TO GIVE AUTHORITY TO ALLOT EQUITY SECURITIES FOR CASH UNDER AUTHORITY GIVEN UNDER RESOLUTION 20

Resolution 21, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, proposes that, without prejudice to any existing power, the Directors be empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) up to a nominal amount of £200 million (representing 200 million ordinary shares) in relation to the issue of MCS, which is equivalent to approximately 19.4% of the issued ordinary share capital of the Company as at 20 March 2019 (being the latest practicable date prior to the publication of this Notice) as if section 561 of the Companies Act 2006, to the extent applicable, did not apply to any such allotment.

Resolution 21 would give the Company the flexibility necessary to allot equity securities pursuant to any proposal to issue MCS without the need to comply with the strict pre-emption requirements of the UK statutory regime. Together with Resolution 20, Resolution 21 is intended to provide the Directors with the flexibility to issue MCS which may convert into ordinary shares in the Company. This will allow the Company to optimise the management of its capital in the most efficient and economic way for the benefit of shareholders.

This authority will expire at the conclusion of the next AGM or the close of business on 30 June 2020, whichever is earlier. However, the Directors may seek a similar authority in the future. This Resolution renews the authority given to the Directors at our last AGM.

Conditional upon the passing of these Resolutions 20 and 21, the Directors would not expect to make use of the authorities in Resolutions 17, 18 and 19 to issue MCS. Any exercise of the authorities in Resolutions 17, 18 and 19 (if passed) would be separate from, and in addition to, the exercise of any powers under these Resolutions 20 and 21 and would also have a dilutive effect on existing shareholdings.

RESOLUTION 22 - TO GIVE AUTHORITY FOR THE COMPANY TO BUY BACK UP TO 10% OF ISSUED ORDINARY SHARES

In line with IA guidelines, Resolution 22, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, renews the authority that was given at our last AGM. It allows the Company to buy back up to 103,092,221 of its issued ordinary shares on the stock market. This is equal to 10% of the Company's issued ordinary shares on 20 March 2019 (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 Directors have no present intention of exercising this authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account other investment opportunities. The authority would only be exercised if and when, in the light of market conditions prevailing at the time, the Directors believe that the effect of such purchases will be in the best interests of the Company and 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 20 March 2019 (being the latest practicable date prior to the publication of this Notice) is approximately 15.7 million.

This represents approximately 1.52% of the Company's ordinary issued share capital on the same date. 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 1.9% of the Company's ordinary issued share capital. As at the date of this Notice, there are 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 or the close of business on 30 June 2020, whichever is earlier.

RESOLUTIONS 23 and 24 - TO RENEW THE SHARESAVE PLAN AND THE SIP

Resolutions 23 and 24 seek to renew the RSA ShareSAVE Plan and the RSA Share Incentive Plan (together, the 'Plans') (UK tax-qualified all-employee share plans) which were adopted by the Company and approved by shareholders in 2009. Since then, they have been a successful and popular part of the Company's remuneration arrangements. The RSA ShareSAVE Plan expires in May 2019 and investor guidelines provide that shareholder approval for both Plans is obtained at least every ten years and so approval is now being sought to renew them for a further ten years from the date of the 2019 AGM.

Minor changes have been made to the Plans to bring them in line with current legislation and market practice. None of the changes are material or affect the existing structure and operation of the Plans.

The principal terms of the Plans are set out in Appendix 2.

RESOLUTION 25 - TO RENEW THE SCRIP DIVIDEND SCHEME

Resolution 25, is required by Article 129 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, and the Directors' authority to make the Scheme available was last renewed by shareholders in 2014. The current authority to operate the Scheme is due to expire on 8 May 2019. The Directors wish to retain the flexibility afforded by the authority to offer a scrip dividend in the future. The renewal of the Scheme will allow the Directors the discretion to provide ordinary shareholders with the option to receive new fully paid ordinary shares in place of any cash dividend or dividends. This has potential tax and other benefits to shareholders who opt into the Scheme (to increase their shareholding without incurring dealing costs or stamp duty) and provides the Directors with greater flexibility in their management of the Company's capital resources by retaining cash in the business. 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. In line with current investor protection guidelines the authority contained in this Resolution is sought for three years. Unless circumstances change we would expect to seek an extension of this authority at the AGM of the Company to be held in 2022.

RESOLUTION 26 - NOTICE PERIOD FOR GENERAL MEETINGS

Resolution 26, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, renews the authority that was given at our last AGM. The notice period required by the Companies Act 2006, under section 307A 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.

The flexibility offered by this Resolution will only be used where, taking into account the circumstances, the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and shareholders as a whole.

Shareholder notes

1. 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 6.30pm on Wednesday 8 May 2019 (or, in the event of any adjournment, 6.30pm 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. 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 attend and vote on the day at the AGM. This vote will replace any vote previously lodged. The voting results will be released to the London Stock Exchange and published on our website at www.rsagroup.com/agm2019 as soon as practicably possible following the meeting.

3. RIGHT TO APPOINT A PROXY

Shareholders 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 Registrar, Equiniti, using the details set out in Note 16. 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 Registrar, 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 8 May 2019. 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.

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 2019 AGM. Similarly, the Company's website may not be used to send documents or instructions for the AGM.

Holders of the Company's American Depository Shares evidenced by American Depositary Receipts (ADRs) may exercise their votes through the Depository, JPMorgan Chase Bank, N.A. who can be contacted at JP Morgan Chase Bank N.A., 4. New York Plaza, Floor 12, New York, NY10004. Attention Depositary Receipts Group.

4. NOMINATED PERSONS

Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies in Note 3 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.

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 3 to 6. 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 your personalised proxy form. Full details of the procedure are given on the website. If you wish to appoint more than one proxy please contact Equiniti's shareholder helpline detailed in Note 16.

Alternatively, if you have registered for a Shareview portfolio, log on to your portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. The proxy appointment and instructions must be received by Equiniti no later than 11.00am on Wednesday 8 May 2019. 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 your personalised proxy form.

For easy access, follow the Quick Response Code:

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. JOINT HOLDERS

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

9. CORPORATE SPONSORED NOMINEE

Participants in the RSA Insurance Group plc Nominee Service can vote online by logging into their shareview portfolio at www.shareview.co.uk. To be valid, voting instructions must be received by Equiniti Financial Services Limited by no later than 11.00am on Tuesday 7 May 2019. If participants have any problems or any queries regarding how to complete this, they should contact Equiniti on 0371 384 2048 (mobile phone or overseas callers should use +44 (0)121 415 7064).

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

A member or members meeting, the qualification criteria set out in sections 338 and 338A of the Companies Act 2006, may, subject to certain 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 resolution or matter of business must not be defamatory of any person, frivolous or vexatious; and
the request:
a) may be in hard copy form or in electronic form (see the notes on your proxy form);
b) must identify the resolution or matter of business by either setting it out in full or, if supporting a statement sent by another member, clearly identifying the resolution or matter of business which is being supported;
c) in the case of a matter of business, 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 request relates.

11. PUBLICATION OF WEBSITE STATEMENT

Pursuant to section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor 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 of the Companies Act 2006 to publish on a website.

12. TOTAL VOTING RIGHTS

As at 20 March 2019 (being the latest practicable date prior to the publication of this Notice), the Company's issued ordinary share capital consists of 1,030,922,213 ordinary shares, carrying one vote each.

Therefore, the total voting rights in the Company as at 20 March 2019 are 1,030,922,213.

13. RIGHT TO ASK QUESTIONS AT THE AGM

Any shareholder 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.

14 DOCUMENTS AVAILABLE FOR INSPECTION

The following documents will be available for inspection at the office of RSA Insurance Group plc, 20 Fenchurch Street, London EC3M 3AU from the date of dispatch of this Notice convening the AGM 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 AGM:

copies of the Executive Directors' service contracts;
copies of the Directors' Deeds of Indemnity;
copies of letters of appointment of the Non-Executive Directors; and
copies of the rules of the RSA Sharesave Plan and the RSA Share Incentive Plan.

15. INFORMATION AVAILABLE OF THE COMPANY'S WEBSITE

A copy of this notice of the 2019 Annual General Meeting, and other information required by section 311A of the Companies Act 2006, can be found at the Company's website www.rsagroup.com/agm2019.

16. COMPANY'S 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.

If you require any assistance or further information please contact Equiniti using the following contact details:

☐ In writing to: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

☎ By telephone: Shareholder Helpline: 0371 384 2048

Overseas shareholders should call +44 (0)121 415 7064. Lines are open from 8.30am to 5.30pm.

Monday to Friday (excluding UK public holidays).

☐ Online via Equiniti's website: www.shareview.co.uk

There is a range of shareholder information online at www.shareview.co.uk. Shareholders can check holdings, find practical help on transferring shares or updating details, register their email address to receive shareholder information electronically and register the appointment of a proxy as detailed in Note 6 above.

Appendix 1

Further information on Mandatory Convertible Securities (MCS)

WHY IS THE COMPANY SEEKING AUTHORITIES IN CONNECTION WITH THE ISSUANCE OF MCS?

Together with other European insurers, the Group is subject to the Solvency II regulatory framework which came into force on 1 January 2016. Under Solvency II, the Group is required to hold sufficient capital to absorb losses in periods of stress and to provide a buffer to increase resilience against unexpected losses, thereby protecting the interests of policyholders.

At least half of the Group's overall capital requirements may only be met with certain types of high quality capital (referred to as 'Tier 1 Capital'), including share capital, retained profits and, for up to 20% of Tier 1 Capital, bonds that are written-down, or, in the case of MCS, bonds that are converted into ordinary shares, in the event that the Group's capital position falls below defined levels (referred to as a Trigger Event).

The Group may issue MCS to satisfy part of its Tier 1 Capital requirements. Any issue of MCS would form part of the Group's overall strategy to maintain a strong capital base from which it can achieve its objectives.

Shareholder approval is being sought in Resolutions 20 and 21 to enable the issuance of MCS (and to authorise ordinary shares to be issued on conversion of MCS) to provide flexibility to the Group to maintain an appropriate and efficient capital structure under Solvency II.

WHAT IS A TRIGGER EVENT AND WHAT WILL HAPPEN IF A TRIGGER EVENT OCCURS?

A Trigger Event will occur if the Group determines, in consultation with the Prudential Regulatory Authority (PRA), that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group falls below 75% of its capital requirements, if the Group fails to comply with its capital requirements for a continuous period of three months or more or if the Group fails to comply with other minimum capital requirements applicable to it.

If a Trigger Event occurs, any MCS issued by the Group will automatically convert into new ordinary shares in the Company.

WHAT STEPS CAN THE GROUP TAKE ON OR BEFORE A TRIGGER EVENT?

If the Group's capital position were to deteriorate, a number of steps are available to the Group to improve its capital position before the occurrence of a Trigger Event. These could include reducing the Group's liabilities or raising extra share capital from investors by way of a rights issue. If the Company were, in the future, to launch a rights issue, the Company's existing ordinary shareholders would be offered the opportunity to acquire new ordinary shares in proportion to their existing shareholding.

The Group may, if permitted by law and regulation and if considered appropriate at the relevant time, issue MCS that include in their terms and conditions a mechanism through which the Group may elect to give existing ordinary shareholders the opportunity to purchase the ordinary shares issued on conversion of the MCS in proportion to their existing shareholdings in the Company (subject to legal, regulatory or practical restrictions).

HOW CAN THE ISSUE OF MCS PROVIDE A MORE EFFICIENT CAPITAL STRUCTURE?

The Group can satisfy its Tier 1 Capital requirements through among other things, the issue of ordinary shares, retention of profits and the issue of MCS.

Satisfying the Group's Tier 1 Capital requirements in part through the issue of MCS is expected to be a cost effective means of raising capital and therefore enable the Group to reduce its overall cost of capital. This is, in turn, expected to be more beneficial for existing ordinary shareholders than if the Group were to satisfy its Tier 1 Capital requirements through the issue of ordinary shares or the retention of profits alone. This is consistent with the Group's aim to deliver target returns on capital, deliver acceptable returns to ordinary shareholders and ensure that ordinary shareholders are adequately rewarded for the capital they provide.

AT WHAT PRICE WILL MCS BE CONVERTED INTO OR EXCHANGED FOR ORDINARY SHARES?

The terms and conditions of any MCS issued will specify a conversion price or a mechanism for setting a conversion price, which is the rate at which the MCS will be exchanged into ordinary shares in the Company.

The Resolutions enable the Directors to set the specific terms and conditions of the MCS (including a conversion price or mechanism for setting a conversion price) after considering market conditions at the time of issuance.

Appendix 2

Key features and principal terms of the RSA Sharesave Plan and the RSA Share Incentive Plan

A summary of the principal terms of the RSA Sharesave Plan (the Sharesave Plan) and the RSA Share Incentive Plan (the SIP) (together, the Plans), are set out below in sections 1 and 2. The key terms which are common to both Plans are summarised in section 3.

1. KEY FEATURES OF THE SHARESAVE PLAN

Invitations

When the Sharesave Plan is operated, substantially all UK employees of each participating subsidiary must be invited to participate (subject to any qualifying period of service) on broadly the same terms. Other employees can also be invited. Any invitations will normally be made within 42 days of the announcement of results for any period or the annual general meeting.

Savings contract

Eligible employees who wish to participate must enter into a savings contract for three or five years. Under this, they agree to save a monthly amount from salary for the term of the contract. This is limited to £500 per month or such other sum as may be allowed by legislation. The current limit under the RSA Sharesave Plan is £375 per month.

Grant of options

At the start of the contract, participants are granted an option which can only be exercised using the proceeds of the savings contract. The number of shares subject to the option is the number which can be bought, at the exercise price, with the expected proceeds of the savings contract, including any interest or bonus.

The exercise price of the option is set by the directors but must not be less than 80% of the market value of a share on the date of grant or such other date permitted by HMRC (or the average price over a period of up to five days).

Exercise of options

Options are normally exercisable within 6 months after the maturity of the savings contract.

Leaving employment

Options normally lapse if the participant leaves before exercise but an option can be exercised for six months after leaving for reasons such as ill health, retirement, sale of employing company or redundancy. In the case of death, an option can be exercised for 12 months. Options can only be exercised using the proceeds of the savings contract to the date of exercise.

Takeovers, mergers and other reorganisations

Options can generally be exercised early on a takeover, scheme of arrangement, merger or other reorganisation, using only the proceeds of the savings contract to the date of exercise. Alternatively, participants may be allowed or, in the case of a restructuring, required to exchange their options for options over shares in the acquiring company.

2. KEY FEATURES OF THE SIP

Outline

The SIP offers four ways to provide shares to employees based in the UK - free, partnership, matching and dividend shares. The SIP contains all four elements, and the Directors have power to decide which, if any, of them should be implemented. The SIP operates in conjunction with a trust, which will hold shares on behalf of employees.

Eligibility

Executive directors and all employees of the Company and any subsidiaries designated by the Directors as participating companies must be eligible to join the SIP, provided they have worked for the Company or a participating company for a qualifying period determined by the Directors (which may not exceed 18 months).

Free Shares

The SIP provides for the award of shares worth up to a maximum set by the legislation (currently £3,600) to each eligible employee each year. The shares must generally be offered on similar terms, but the award may be subject to performance targets. "Similar terms" means the terms may only be varied by reference to remuneration, length of service or hours worked.

Free shares must be held in trust for a period of between three and five years at the discretion of the Company and will be free of income tax if held in trust for five years. If a participant leaves employment with the Group, his or her shares cease to be subject to the SIP.

The shares may be forfeited if the participant leaves employment within three years of the award.

Partnership Shares

The SIP provides for employees to be offered the opportunity to purchase shares out of monthly savings contributions from pre-tax salary of up to the maximum set by the legislation (currently £1,800 in each tax year, or 10% of salary if less). Employees can stop saving at any stage. The employees' contributions may be used to buy partnership shares immediately or accumulated for up to 12 months before they are used to buy shares. The current limit under the RSA SIP is £1,500 per tax year. Where they are accumulated, the price at which they are acquired is the lesser of the price at the beginning of the accumulation period and the end.

Partnership shares can be withdrawn from the SIP by the participant at any time, but there will be an income tax liability if the shares are withdrawn before five years.

Matching Shares

The SIP provides that where employees buy partnership shares, they may be awarded additional free matching shares by the Company on a matching basis, up to a current maximum of two matching shares for each partnership share. Matching shares must be held in trust for a minimum of three years and will be free of income tax if held in trust for five years.

The matching shares may be offered on the basis that if the participant withdraws their corresponding partnership shares before the trustees have held them for a holding period of up to three years, the linked matching shares will be forfeited. If the participant ceases to be employed within the minimum holding period, the matching shares may be forfeited.

The Company currently provides matching shares on a one for four basis in respect of partnership shares purchased.

Dividends

Dividends paid on the free, partnership, matching and/or dividend shares may be re-invested in the purchase of additional shares, which must be held in the SIP for a period of three years or they may be paid in cash. Currently, all dividends are re-invested in the purchase of additional shares.

Voting Rights

Participants may direct the trustees how to exercise the voting rights attributable to the shares held on their behalf. The trustees will not exercise the voting rights unless they receive the participants' instructions.

3. FEATURES COMMON TO BOTH PLANS

Plan limits

In any ten-year period, the number of Shares which may be issued under the Plans and under any other employees' share plan operated by the Company may not exceed 10% of the issued ordinary share capital of the Company from time to time.

For the purposes of these limits, treasury Shares will be treated as newly issued for the purposes of these limits until such time as guidelines published by institutional investor representative bodies determine otherwise.

Changes to the Plans

The directors can amend the Plans in any way. However, subject to the following, shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to: eligibility; individual and plan limits; exercise price; rights attaching to options and shares; adjustments on variation in the Company's share capital; and the amendment power. The directors can, without shareholder approval, change the Plans to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment; make certain minor amendments e.g. to benefit the administration of the Plans; establish further plans based on the Plans, but modified to take account of overseas securities laws, exchange controls or tax legislation (but shares made available under such further plans will be treated as counting against any limits on participation in the main plan).

General

No further invitations will be made under the SIP and no further options granted under the Sharesave Plan after 9 May 2029.

Awards and options may be satisfied using newly issued Shares, treasury Shares or Shares purchased in the market.

Any shares issued pursuant to awards or options will rank equally with shares of the same class in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

The option price and/or number of shares subject to options under the Sharesave Plan may be adjusted following a rights issue or other variation in the share capital of the Company.

Benefits under the Plans are not pensionable or transferable.

“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，

Printed by Donnelley Financial Solutions

Important disclaimer: This document contains 'foruard-looking statements' with respect to certain of the Group's plans and its current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives. Generally, words such as 'may', 'could', 'will', 'expect', 'intend', 'estimate', 'anticipate', 'aim', 'outlook', 'believe', 'plan', 'seek', 'continue', 'potential', 'target', 'reasonably possible' or similar expressions, identify foruard-looking statements.

By their nature, all foruard-looking statements involve risk and uncertainty because they relate to, and may be impacted by, future events and circumstances which are beyond the Group's control, including amongst other things, UK domestic, European and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governments, central banks and regulatory authorities (including changes related to capital and solvency requirements whether in the UK, Europe or globally), the impact of competition, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation or regulations in the jurisdictions in which the Group and its affiliates operate.

The Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Group's foruard-looking statements and, as a result, these foruard-looking statements are not guarantees of future performance of the Group and undue reliance should not be placed on them. The Group undertakes no obligation to update any foruard-looking statements, save in respect of any requirement under applicable law or regulation. Neither the content of RSA's website nor the content of any other website accessible from hyperlinks on RSA's website is incorporated into, or forms part of, this document.

RSA Insurance Group plc

Registered in England and Wales No. 2339826

Registered Office: 20 Fenchurch Street, London EC3M 3AU

AI assistant

RSA INSURANCE GROUP LIMITED — Proxy Solicitation & Information Statement 2019

4719_agm-r_2019-03-26_2a1d3fdd-2ba9-4738-ba31-865aef73ba3d.pdf

Notice of the 2019 Annual General Meeting

2019 ANNUAL GENERAL MEETING

IF YOU CAN ATTEND THE MEETING

Programme for the event

Voting

How to ask questions at the AGM

Accessibility

IF YOU ARE UNABLE TO ATTEND THE MEETING

FINAL DIVIDEND

APPROVAL OF SHARE PLANS

SCRIP DIVIDEND SCHEME

RECOMMENDATION

Notice of the 2019 Annual General Meeting

RESOLUTIONS

Explanatory notes to the Resolutions

RESOLUTION 1 – ANNUAL REPORT AND ACCOUNTS

RESOLUTION 2 – REMUNERATION REPORT

RESOLUTION 3 – TO APPROVE A FINAL DIVIDEND

RESOLUTIONS 4 TO 13 – ELECTION AND RE-ELECTION OF DIRECTORS

RESOLUTION 4 – RE-ELECTION OF MARTIN SCICLUNA AS A DIRECTOR

RESOLUTION 5 – RE-ELECTION OF STEPHEN HESTER AS A DIRECTOR

RESOLUTION 6 – RE-ELECTION OF SCOTT EGAN AS A DIRECTOR

RESOLUTION 7 – RE-ELECTION OF ALASTAIR BARBOUR AS A DIRECTOR

RESOLUTION 8 – ELECTION OF SONIA BAXENDALE AS A DIRECTOR

RESOLUTION 9 – RE-ELECTION OF KATH CATES AS A DIRECTOR

RESOLUTION 10 – RE-ELECTION OF ENRICO CUCCHIANI AS A DIRECTOR

RESOLUTION 11 – RE-ELECTION OF ISABEL HUDSON AS A DIRECTOR

RESOLUTION 12 – RE-ELECTION OF CHARLOTTE JONES AS A DIRECTOR

RESOLUTION 13 – RE-ELECTION OF MARTIN STROBEL AS A DIRECTOR

RESOLUTION 14 – AUDITOR RE-APPOINTMENT

RESOLUTION 15 – AUDITOR REMUNERATION

RESOLUTION 16 – POLITICAL DONATIONS

RESOLUTION 17 – AUTHORITY TO ALLOT SHARES

RESOLUTIONS 18 AND 19 – GENERAL AND ADDITIONAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

RESOLUTION 20 – TO GIVE AUTHORITY TO ALLOT NEW ORDINARY SHARES IN RELATION TO AN ISSUE OF MANDATORY CONVERTIBLE SECURITIES

RESOLUTION 21 - TO GIVE AUTHORITY TO ALLOT EQUITY SECURITIES FOR CASH UNDER AUTHORITY GIVEN UNDER RESOLUTION 20

RESOLUTION 22 - TO GIVE AUTHORITY FOR THE COMPANY TO BUY BACK UP TO 10% OF ISSUED ORDINARY SHARES

RESOLUTIONS 23 and 24 - TO RENEW THE SHARESAVE PLAN AND THE SIP

RESOLUTION 25 - TO RENEW THE SCRIP DIVIDEND SCHEME

RESOLUTION 26 - NOTICE PERIOD FOR GENERAL MEETINGS

Shareholder notes

1. ENTITLEMENT TO VOTE

2. VOTING AT MEETING

3. RIGHT TO APPOINT A PROXY

4. NOMINATED PERSONS

5. ELECTRONIC PROXY VOTING THROUGH CREST

6. ELECTRONIC PROXY VOTING THROUGH THE INTERNET

7. CORPORATE REPRESENTATIVES

8. JOINT HOLDERS

9. CORPORATE SPONSORED NOMINEE

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

11. PUBLICATION OF WEBSITE STATEMENT

12. TOTAL VOTING RIGHTS

13. RIGHT TO ASK QUESTIONS AT THE AGM

14 DOCUMENTS AVAILABLE FOR INSPECTION

15. INFORMATION AVAILABLE OF THE COMPANY'S WEBSITE

16. COMPANY'S REGISTRAR

Appendix 1

WHY IS THE COMPANY SEEKING AUTHORITIES IN CONNECTION WITH THE ISSUANCE OF MCS?

WHAT IS A TRIGGER EVENT AND WHAT WILL HAPPEN IF A TRIGGER EVENT OCCURS?

WHAT STEPS CAN THE GROUP TAKE ON OR BEFORE A TRIGGER EVENT?

HOW CAN THE ISSUE OF MCS PROVIDE A MORE EFFICIENT CAPITAL STRUCTURE?

AT WHAT PRICE WILL MCS BE CONVERTED INTO OR EXCHANGED FOR ORDINARY SHARES?

Appendix 2

Key features and principal terms of the RSA Sharesave Plan and the RSA Share Incentive Plan

1. KEY FEATURES OF THE SHARESAVE PLAN

Invitations

Savings contract

Grant of options

Exercise of options

Leaving employment

Takeovers, mergers and other reorganisations

2. KEY FEATURES OF THE SIP

Outline

Eligibility

Free Shares

Partnership Shares

RSA INSURANCE GROUP LIMITED Proxy Solicitation & Information Statement 2019