RSA

Notice of the 2020 Annual General Meeting

Thursday 7 May 2020 at 11.00am
200 Aldersgate, St. Paul's, London EC1A 4HD

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

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 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.

Date: 26 March 2020

Dear Shareholder

2020 Annual General Meeting

I am pleased to invite you to the 2020 Annual General Meeting (AGM) of RSA Insurance Group plc (the Company). The physical meeting will be held at 200 Aldersgate, St. Paul's, London EC1A 4HD on Thursday 7 May 2020 at 11.00am.

In response to concerns about, and potential restrictions in connection with, the recent outbreak of COVID-19, we will also be enabling shareholders who are unable, or would prefer not, to join the 2020 AGM in person, to do so remotely by telephone. Further information on how to join the meeting remotely, including how to download the Lumi AGM app, can be found on page 18 of the Notice of AGM.

Information relating to any special security arrangements for the AGM as a result of COVID-19, including any changes made in response to Government advice on travel and social distancing, will be posted on the Company's website at www.rsagroup.com/agm2020.

Further, for the safety of others, we ask and encourage that you do not attend in person if you are experiencing any of the symptoms connected with COVID-19 or have otherwise been advised to self-quarantine in line with Government policy.

The formal Notice of AGM is set out on pages 4 to 7 of this document (the Notice), explanatory notes to the Resolutions on pages 8 to 14, shareholder notes on pages 15 to 18 and Appendices containing other information on page 19.

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/agm2020.

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
11.00am AGM will commence

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.

I encourage you to vote in advance of the AGM by submitting a completed proxy form, even if you plan on attending in person or joining remotely by telephone. This will ensure that your vote is counted. Please note, if you join the meeting remotely and wish to vote during the meeting, you will need to use the Lumi AGM app or the Lumi AGM website. You will also need to use the Meeting I.D, username and password which can be found on your attendance card. See page 17 for further details.

How to ask questions at the AGM

The AGM is your opportunity to ask questions to the Board about the Company. As this is a shareholders' meeting, we ask you to please restrict any questions to shareholder matters. Instructions for asking questions remotely by telephone will be provided at the meeting. You may also submit questions in advance by sending an email to agmilligcc.rsagroup.com or writing to Group Secretariat at the Company's registered office.

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.

Voting by proxy

If you are unable to attend the AGM either in person or remotely but would like to exercise your right to vote on the Resolutions contained within this Notice, please complete the proxy form and return it to Equiniti, to arrive no later than 11.00am on Tuesday 5 May 2020 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 15 of this Notice.

In light of potential restrictions on attendance relating to the outbreak of COVID-19, we encourage you to submit a proxy vote regardless of whether you currently intend to attend the AGM or not. The return of a completed proxy form, other such instrument or any CREST proxy instruction, (as described on page 15) will (subject to any appropriate security arrangements) not prevent a shareholder attending the AGM and voting in person if they are able and wish to do so.

Final dividend

Shareholders are being asked to approve a final dividend of 15.6 pence per ordinary share for the year ended 31 December 2019. Subject to shareholder approval, it is expected that the final dividend will be paid on 14 May 2020 to all ordinary shareholders on the register of members at the close of business on 6 March 2020. The Scrip Dividend Scheme (as approved at the 2019 AGM) will not apply to the final dividend for the year ended 31 December 2019.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

Articles of association

We are proposing to adopt amended articles of association (the Amended Articles) to incorporate amendments to the Company's existing articles of association. The proposed amendments are to reflect recent developments in market practice and of a clarifying nature. The Amended Articles showing the proposed changes to the existing articles are available for inspection as noted on page 17 of this Notice.

Remuneration Policy

The Company's Remuneration Policy (the Policy) must be approved by shareholders (by means of a separate resolution) at least once every three years. The Company's current Remuneration Policy was approved by shareholders at the AGM in 2017 and has not been amended since. The proposed Policy is contained within the Directors' Remuneration Report, which forms pages 76 to 84 of the 2019 Annual Report and Accounts.

The Remuneration Committee and the Board believe the proposed Policy as presented for approval is appropriate and continues to align Executive Directors' remuneration with the interests and expectations of shareholders. We are therefore seeking your approval of the Company's proposed Policy at the AGM. If approved, the Policy will be effective from the date of the AGM until it is replaced by a new shareholder-approved policy (currently not expected to be proposed until the AGM in 2023).

Increased cap on Directors' fees

The articles of association of the Company set out the maximum aggregate sum for fees for Non-Executive Directors. This level was last reviewed in 2016, and the Board proposes that this is increased from £1,250,000 to £1,500,000 to allow the Company some headroom in relation to any further appointments of Non-Executive Directors, whether to fill vacancies or to appoint additional 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 2020 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 Thursday 7 May 2020 at 11.00am.

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

Resolutions

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

To receive the Company's Annual Report and Accounts for the year ended 31 December 2019, including the strategic report and the reports of the Directors and the Company's auditor
To approve the Directors' Remuneration Policy as set out on pages 76 to 84 of the Directors' Remuneration Report contained within the Company's Annual Report and Accounts for the year ended 31 December 2019, to take effect from the passing of this Resolution
To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained within the Company's Annual Report and Accounts for the year ended 31 December 2019
To approve a final dividend of 15.6 pence per ordinary share, payable on 14 May 2020 to shareholders on the register of members at the close of business on 6 March 2020
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 Charlotte Jones as a Director
To re-elect Alastair Barbour as a Director
To re-elect Sonia Baxendale as a Director
To elect Clare Bousfield as a Director
To re-elect Kath Cates as a Director
To re-elect Enrico Cucchiani 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 2021, whichever is earlier.

18. To increase the cap on Directors' fees

To resolve that, pursuant to article 89 of the Company's articles of association, the maximum aggregate amount of fees payable to Non-Executive Directors for their services as Directors in respect of each financial year of the Company, as set out in the Company's articles of association, be increased from £1,250,000 to £1,500,000.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

19. 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 £344,782,363 (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 £689,564,726 (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 2021, 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.

20. To give general authority to disapply pre-emption rights

To resolve that, subject to the approval of Resolution 19, 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 19, 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 19 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 £51,717,354,

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 2021) 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.

Notice of the 2020 Annual General Meeting continued

21. 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 19, the Directors of the Company be and hereby are authorised in addition to any authority granted under Resolution 20 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 £51,717,354; 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 2021) 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.

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

To resolve that, in addition to the authorities granted pursuant to Resolutions 19, 20 and 21, 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 22 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 2021, 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.

23. To give authority to allot equity securities for cash under the authority given under Resolution 22

To resolve that, subject to the approval of Resolution 22, 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 23 shall apply until the conclusion of the next AGM of the Company or until the close of business on 30 June 2021, 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 Board may allot equity securities under such an offer or agreement as if the authority conferred hereby had not expired.

24. 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 103,434,708 of its ordinary shares;
b. the Company may not pay less than the nominal value for each ordinary share purchased; and
c. the Company may not pay more per ordinary share than the higher of:

i. an amount equal to 5% over the average of the middle market quotation of its ordinary shares, based on the London Stock Exchange's Daily Official List for the five business days before the day on which the Company agrees to buy the shares; and
ii. 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.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

This authority will expire at the conclusion of the next AGM of the Company or at the close of business on 30 June 2021, 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.

25. To adopt new articles of association

To resolve that, with effect from the conclusion of the AGM, the articles of association produced to the AGM and initialled by the Chairman for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association.

26. 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

26 March 2020

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 2019 to a general meeting.

Resolution 2

To approve the Remuneration Policy

Under Section 439A of the Companies Act 2006, the Company is required to ask shareholders to vote on the Remuneration Policy. The Policy must be put to shareholder vote and approved at least once every three financial years, unless during that time the Policy needs to be amended. The Remuneration Policy is set out on pages 76 to 84 of the Directors' Remuneration Report contained in the Annual Report and Accounts for the financial year ended 31 December 2019. Once approved, the Company will only be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director if that payment is consistent with the Remuneration Policy. The vote is binding meaning payments under the Policy cannot be made until it has been approved by shareholders and, as a result, the Policy will take effect from the passing of the Resolution.

Resolution 3

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 2019. The vote is advisory.

Resolution 4

To approve a final dividend

The Directors seek shareholder approval of a final dividend of 15.6 pence per ordinary share payable (gross of any applicable tax) on 14 May 2020 to shareholders on the register of members at the close of business on 6 March 2020.

In compliance with the rules issued by the Prudential Regulation Authority (PRA) in relation to the implementation of the Solvency II (SII) regime and other regulatory requirements to which the Group is subject, and as contemplated in the Company's articles of association, the dividend is required to remain cancellable at any point prior to it becoming due and payable on 14 May 2020 and to be cancelled if, prior to payment, the Group ceases to hold capital resources equal to or in excess of its Solvency Capital Requirement, or if that would be the case if the dividend was paid. The Directors have no current intention of exercising this cancellation right, other than where required to do so by the PRA or necessary or desirable for regulatory capital purposes.

Resolutions 5 to 14

Election and re-election of Directors

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, and that each Director provides a contribution which is, and continues to be, important to the company's long-term sustainable success. In accordance with the 2018 UK Corporate Governance Code (the Code), all Directors are standing for election or re-election at the AGM this year.

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 Clare Bousfield, who was appointed after the Company's last AGM, as a Director and the re-election of the other Directors at the AGM.

Resolution 5

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

Board contribution:

Thorough understanding of financial services, corporate governance and financial reporting
Significant experience as a Chairman of listed companies

Skills and experience:

Martin has considerable knowledge and understanding of the financial services sector and how it operates. He brings valuable experience in developing strategy and evaluating business opportunities. He is an experienced Chair and leader and ensures the Board operates effectively, promoting constructive engagement with shareholders and other stakeholders. Previous roles include Chair of Great Portland Estates Limited, Senior Independent Director and Audit Committee Chair of Worldpay Group plc, non-executive director and Chair of the Audit Committee at Lloyds Banking Group plc, 34 years at Deloitte LLP, including as Chairman from 1995 to 2007, and member of the Financial Services Trade and Investment Board from 2013 to 2015.

External appointments: Chairman of J Sainsbury plc.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

Resolution 6

Re-election of Stephen Hester as a Director

Role: Group Chief Executive

Appointment date: February 2014

Nationality: British

Board contribution:
- Strong background in executive leadership
- Deep knowledge of financial services and strategy development and execution

Skills and experience: Stephen has over 35 years' experience in financial services and general management. He has been CEO of three FTSE 100 companies over the last 16 years. He is responsible for leadership of 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 to 2013, 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 7

Re-election of Scott Egan as a Director

Role: CEO, UK & International

Appointment date: October 2015

Nationality: British

Board contribution:
- Financial services expertise
- Strong leadership skills and customer-driven focus

Skills and experience: Scott has substantial financial services experience and understanding of the insurance sector, which he brings to the Board when setting the strategy and operations for the UK & International region. Scott held the position of Group Chief Financial Officer at RSA prior to his Chief Executive appointment. Before RSA, Scott was Interim Chief Executive Officer at Towergate 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 and non-finance roles at Aviva. Scott is a qualified accountant (ACMA) and has an MBA from Cranfield University.

External appointments: Board member of the Association of British Insurers.

Resolution 8

Re-election of Charlotte Jones as a Director

Role: Group Chief Financial Officer

Appointment date: April 2018

Nationality: British

Board contribution:
- Deep understanding and experience of all aspects of the CFO role across the financial services sector
- Experience in balance sheet and capital management

Skills and experience: Charlotte has over 25 years' financial services experience in the banking and asset management sectors which she brings to the Board when overseeing the financial operations of the Group and setting the financial strategy. Before RSA, Charlotte held the position of Chief Financial Officer of Jupiter Fund Management plc since September 2016. Prior to 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: None

Resolution 9

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

Board contribution:
- Significant corporate finance and accounting experience
- Strong knowledge of global governance

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 accounting and 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 its financial services team in Scotland with a primary focus on insurance and investment management.

External appointments: Chairman of Liontrust Asset Management plc, Senior Independent Director and Audit Committee Chairman of Phoenix Group Holdings and director of The Bank of N.T. Butterfield & Son Limited (a company listed in Bermuda and New York).

As announced on 27 February 2020, Alastair Barbour intends to step down from the Board on or around 9 October 2020.

Explanatory notes to the Resolutions continued

Resolution 10

Re-election of Sonia Baxendale as a Director

Role: Independent Non-Executive Director

Appointment date: March 2019

Nationality: British/Canadian

Committees: Chair of Group Investment Committee and Member of Group Audit Committee

Board contribution:

Widespread banking and financial services knowledge
Experience in Canadian risk management and financial markets

Skills and experience: Sonia has over 25 years' experience in the banking and financial services industry in Canada. She is an experienced business leader and has run large global businesses and has served at operating board level at Canadian Imperial Bank of Commerce. Since stepping down from Canadian Imperial Bank of Commerce in 2011, Sonia has held a number of non-executive positions.

External appointments: Non-executive director, Chairman of the Risk Management Committee and member of the Human Resources and Corporate Governance Committee of Laurentian Bank of Canada, non-executive director, Chair of the Human Capital and Governance Committee and member of the Audit and Compliance Committee at Foresters Financial and President and Chief Executive Officer of the Global Risk Institute in Financial Services.

Resolution 11

Election of Clare Bousfield as a Director

Role: Independent Non-Executive Director

Appointment date: April 2020

Nationality: British

Committees: Member of Group Audit Committee

Board contribution:

Extensive experience in general and technical insurance
Strong accountancy knowledge and understanding

Skills and experience: Clare brings an in-depth understanding of life and health insurance, asset management and reinsurance to the Board. She has significant experience in the financial services sector, as well as a deep understanding of the UK regulatory environment.

Clare previously held the position of UK Chief Financial Officer at Aegon and spent 10 years before that in a variety of senior positions at Swiss Reinsurance Co., including regional Chief Financial Officer for UK, Ireland and Africa and Head of Group Internal Audit.

External appointments: Chief Financial Officer of M&G plc, the international savings and investment company which recently demerged from Prudential plc, and non-executive director and Chair of the Audit Committee at Pacific Life Re Limited, a role Clare will retire from before joining the RSA Board.

Resolution 12

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

Board contribution:

Expertise in risk management and control
Extensive regulatory and compliance knowledge

Skills and experience: Kath has spent over 25 years in a variety of roles in global financial services, both in the UK and overseas. 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: Non-executive director and Chair of the Board Risk Committee of Brewin Dolphin Holdings plc and non-executive director of Threadneedle Investment Services Limited, Threadneedle Pensions Limited and Threadneedle Asset Management Holdings Sàrl.

Resolution 13

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

Board contribution:

Considerable experience in executive leadership in insurance and banking
Significant transformation and execution skills and customer-focused experience

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 property and casualty. Other previous Board appointments include Unicredit and Pirelli.

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

RSA Notice of the 2020 Annual General Meeting rsgroup.com

Notice of the 2020 Annual General Meeting

Resolution 14

Re-election of Martin Strobel as a Director

Role: Senior 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

Board contribution:

Considerable expertise and experience in insurance management, risk management and compliance
Extensive regulatory knowledge and understanding of data/ cyber security

Skills and experience: Martin has over 25 years' experience in insurance and financial services. He was CEO of Baloise Group for seven years to 2015. Martin joined Baloise Group as the Head of IT at Basler Switzerland, responsible for major cross-functional insurance and finance projects. From 2003 to 2008, he was a member of the Corporate Executive Committee. From 1993 to 1999, Martin performed various roles at Boston Consulting Group, Düsseldorf, advising business in the banking and insurance sectors. Martin previously held a non-executive directorship at Anivo 360 AG for three years.

External appointments: Non-executive director of Partners Group Holding AG and member of the supervisory board of MSG Life AG.

Resolution 15

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 2020.

Resolution 16

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 2019 and details of how the Group Audit Committee monitors the effectiveness and independence through the non-audit services policy can be found in the 2019 Annual Report and Accounts.

Resolution 17

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 2019. 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 2021, whichever is earlier, and the Directors expect to seek to renew this authority at each AGM.

Resolution 18

To increase the cap on Directors' fees

Resolution 18 will, if approved, increase the limit on Directors' fees payable in any one year to £1,500,000 per annum. The Company's current articles of association contain a limit on the Company paying fees to Directors (other than Executive Directors) in excess of £1,250,000 per annum other than with the approval of shareholders by ordinary resolution.

The proposal to increase the limit on the Directors' fees to £1,500,000 per annum is to allow the Company some headroom in relation to any further appointments of Non-Executive Directors, whether to fill vacancies or to appoint additional Directors. There is no current intention to utilise the proposed increased limit as a result of increasing fee levels currently paid. The level of fees paid to Non-Executive Directors will continue to be monitored by the Board, which intends that all such fees should be in line with market practice.

Explanatory notes to the Resolutions continued

Resolution 19

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 £344,782,363 (representing 344,782,363 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 £689,564,726 (representing 689,564,726 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 2020 (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 2021, 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 20 and 21

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 20 and 21 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 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 20, £51,717,354 representing 51,717,354 ordinary shares and approximately 5% of the issued ordinary share capital of the Company as at 20 March 2020 (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 21, a further £51,717,354 representing 51,717,354 ordinary shares and 5% of the issued ordinary share capital of the Company as at 20 March 2020 (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 2021, whichever is earlier.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

Resolution 22

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

Resolution 22 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 19.3% of the issued ordinary share capital of the Company as at 20 March 2020 (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 22 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, the request for authority in Resolution 22 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 19, 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 2021, 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 23

To give authority to allot equity securities for cash under authority given under Resolution 22

Resolution 23, 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 19.3% of the issued ordinary share capital of the Company as at 20 March 2020 (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 23 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 22, Resolution 23 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 2021, 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 22 and 23, the Directors would not expect to make use of the authorities in Resolutions 19, 20 and 21 to issue MCS. Any exercise of the authorities in Resolutions 19, 20 and 21 (if passed) would be separate from, and in addition to, the exercise of any powers under these Resolutions 22 and 23 and would also have a dilutive effect on existing shareholdings.

Resolution 24

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

In line with IA guidelines, Resolution 24, 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 103,434,708 of its issued ordinary shares on the stock market. This is equal to 10% of the Company's issued ordinary shares on 20 March 2020 (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 2020 (being the latest practicable date prior to the publication of this Notice) is approximately 17.2 million.

This represents approximately 1.67% 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 2.08% 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 2021, whichever is earlier.

Explanatory notes to the Resolutions continued

Resolution 25

To approve amendments to the articles of association

Resolution 25 will be proposed as a special resolution and requires 75% of the votes cast in favour. The purpose of Resolution 25 is to adopt amended articles of association, principally in order to reflect developments in market practice and some minor changes of a clarifying nature. The principal changes include:

a. simplifying the procedure for selling the shares of untraced shareholders by removing unduly onerous obligations on the Company, such as the requirement to place notices in national and local newspapers. The amended articles also provide that the sale proceeds will be forfeited to the Company; and
b. allowing the Board to elect to pay dividends directly by bank transfer instead of by cheque.

The existing articles of association (the "existing articles") were adopted by the Company on 11 May 2018.

The amended articles showing all of the changes to the Company's existing articles of association are available for inspection as noted on page 17 of this Notice.

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.

RSA Notice of the 2020 Annual General Meeting rsagroup.com

Notice of the 2020 Annual General Meeting

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 Tuesday 5 May 2020 (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, including those voting via the Lumi AGM app or Lumi AGM website, 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 or join remotely by telephone and vote via the Lumi AGM app or Lumi AGM website. 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/agm2020 as soon as practicably possible following the meeting.

Shareholders who wish to join the meeting remotely and vote during the meeting will need to download the Lumi AGM app or log on to the Lumi AGM website, and use the log-in details which can be found on the attendance card.

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 Tuesday 5 May 2020. 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 they wish 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 2020 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 may exercise their votes through the Depository, JPMorgan Chase Bank, N.A. who can be contacted at JP Morgan Chase Bank N.A., P.O. Box 64504, St. Paul, MN 55164-0504. Attention Shareowner Services.

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 them and the shareholder by whom they were 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, they 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).

Shareholder notes continued

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 Tuesday 5 May 2020. 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 Monday 4 May 2020. 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.

RSA Notice of the 2020 Annual General Meeting rsgroup.com

Notice of the 2020 Annual General Meeting

12. Total voting rights

As at 20 March 2020 (being the latest practicable date prior to the publication of this Notice), the Company's issued ordinary share capital consists of 1,034,347,089 ordinary shares, carrying one vote each.

Therefore, the total voting rights in the Company as at 20 March 2020 are 1,034,347,089.

13. Right to ask questions at the AGM

Any shareholder attending the meeting, either in person or remotely by phone, 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 Company's current articles of association and proposed amended articles of association proposed to be adopted pursuant to Resolution 25.

15. Information available on the Company's website

A copy of this notice of the 2020 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/agm2020.

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 3 above.

17. Electronic meeting

In response to concerns about, and potential restrictions in connection with, the recent outbreak of COVID-19, we will also be enabling shareholders who are unable, or would prefer not, to join the 2020 AGM in person, to do so remotely by telephone. We will also be enabling shareholders to vote on the resolutions during the meeting by using the Lumi AGM app or the Lumi AGM website.

To join the meeting remotely by telephone you will need to use the telephone number and conference I.D below, together with your username which is printed on your attendance card which is attached to the proxy form.

Location	Phone Type	Phone Number
United Kingdom	Tolffree/Freephone	0800 358 6377
Rest of the world	Local	+44 (0)330 336 9127

Conference ID: 9338281

The telephone line will open approximately 30 minutes prior to the start of the meeting,

To vote on the Resolutions during the meeting you will need to use the Lumi AGM app or the Lumi AGM website https://web.lumiagm.com/. You will require the Meeting ID, user name and password which can be found on your attendance card. This is attached to the proxy form. For further information, including how to download the Lumi AGM app, please see page 18.

User guide to joining

the RSA AGM 2020 remotely

Using the Lumi AGM app

The Meeting ID, username and password required to enter the Lumi AGM app can be found on your attendance card. If you wish to use the Lumi AGM website instead of the Lumi AGM app, please go to https://web.lumiagm.com/

Step 1	Step 2	Step 3	Step 4
Download and open the Lumi AGM app and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the app before the meeting is live*, a pop-up dialogue box will appear.

After 11.00 a.m. on 6 May 2020. | After entering the Meeting ID, you will be prompted to enter your unique username and password, which can be found on your attendance card. | When successfully authenticated, you will be taken to the Home Screen. | To view the meeting presentation, expand the “Broadcast Panel”, located at the bottom of your device. This can be minimised by pressing the same button. |
| | | | |
| Step 5 | Step 6 | Step 7 | Have a question relating to the Luminos of the Meeting? |
| When the Chairman declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions. | For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear. | To change your mind, simply press the correct choice which will override your previous selection.

To cancel your vote, press Cancel. | If you would like to ask a question, dial the teleconference number located on the information screen. Instructions for asking questions remotely will be provided during the meeting. Alternatively, you may email any shareholder-related questions to [email protected] or write to the Group Secretariat at the Company’s registered office. |

RSA Notice of the 2020 Annual General Meeting rasgroup.com

Notice of the 2020 Annual General Meeting

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 22 and 23 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.

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Important disclaimer: This document contains "forward-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 forward-looking statements.

By their nature, all forward-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 forward-looking statements and, as a result, these forward-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 forward-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 2020

4719_agm-r_2020-03-27_3b97e123-a8b8-407b-8ccd-3889b6065392.pdf

Notice of the 2020 Annual General Meeting

Dear Shareholder

2020 Annual General Meeting

If you can attend the meeting

Programme for the event

Voting

How to ask questions at the AGM

Accessibility

Voting by proxy

Final dividend

Articles of association

Remuneration Policy

Increased cap on Directors' fees

Recommendation

NOTICE IS HEREBY GIVEN THAT

Resolutions

18. To increase the cap on Directors' fees

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

20. To give general authority to disapply pre-emption rights

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

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

23. To give authority to allot equity securities for cash under the authority given under Resolution 22

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

25. To adopt new articles of association

26. To approve the notice period for general meetings

Explanatory notes to the Resolutions

Resolution 1

Annual Report and Accounts

Resolution 2

To approve the Remuneration Policy

Resolution 3

Remuneration Report

Resolution 4

To approve a final dividend

Resolutions 5 to 14

Election and re-election of Directors

Resolution 5

Re-election of Martin Scicluna as a Director

Board contribution:

Skills and experience:

Resolution 6

Re-election of Stephen Hester as a Director

Resolution 7

Re-election of Scott Egan as a Director

Resolution 8

Re-election of Charlotte Jones as a Director

Resolution 9

Re-election of Alastair Barbour as a Director*

Resolution 10

Re-election of Sonia Baxendale as a Director

Board contribution:

Resolution 11

Election of Clare Bousfield as a Director

Board contribution:

Resolution 12

Re-election of Kath Cates as a Director

Board contribution:

Resolution 13

Re-election of Enrico Cucchiani as a Director

Board contribution:

Resolution 14

Re-election of Martin Strobel as a Director

Board contribution:

Resolution 15

Auditor re-appointment

Resolution 16

Auditor remuneration

Resolution 17

Political donations

Resolution 18

To increase the cap on Directors' fees

Resolution 19

Authority to allot shares

Resolutions 20 and 21

General and additional authority to disapply pre-emption rights

Resolution 22

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

RSA INSURANCE GROUP LIMITED Proxy Solicitation & Information Statement 2020