Block listing Interim Review

Name of applicant:

RSA Insurance Group plc

Name of scheme:

Royal & Sun Alliance Executive Share Option Scheme (formerly Royal & Sun Alliance 1989 Executive Share Option Scheme; Royal & Sun Alliance 1999 Executive Share Option Scheme)

Period of return:

From:

01 July 2019

To:

31 December 2019

Balance of un-allotted securities under scheme(s) from previous return:

337,441 ordinary shares of £1 each

Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

NIL

Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

NIL

Equals:  Balance under scheme(s) not yet issued/allotted at end of period:

337,441 ordinary shares of £1 each

IMPORTANT NOTE: This is the final return for this block listing. No further shares will be allotted pursuant to this block listing as it has been cancelled.

Name of scheme:

Royal & Sun Alliance 2006 Long-Term Incentive Plan

Period of return:

From:

01 July 2019

To:

31 December 2019

Balance of unallotted securities under scheme(s) from previous return:

110,130 ordinary shares of £1 each

Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

NIL

Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

NIL

Equals:  Balance under scheme(s) not yet issued/allotted at end of period:

110,130 ordinary shares of £1 each

IMPORTANT NOTE: This is the final return for this block listing. No further shares will be allotted pursuant to this block listing as it has been cancelled.

Name of scheme:

RSA Performance Share Plan 2014

Period of return:

From:

01 July 2019

To:

31 December 2019

Balance of unallotted securities under scheme(s) from previous return:

4,679,796

Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

2,800,000

Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

96,735 ordinary shares of £1 each

Equals:  Balance under scheme(s) not yet issued/allotted at end of period:

7,383,061 ordinary shares of £1 each

Name of scheme:

The RSA Sharesave Plan (formerly the Royal & Sun Alliance Savings Related Share Option Scheme including the 2009 RSA Sharesave Plans)

Period of return:

From:

1 July 2019

To:

31 December 2019

Balance of unallotted securities under scheme(s) from previous return:

215,216 ordinary shares of £1 each

Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

2,700,000

Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

80,938 ordinary shares of £1 each

Equals:  Balance under scheme(s) not yet issued/allotted at end of period:

2,834,278 ordinary shares of £1 each

Name of applicant:

RSA Insurance Group plc

Name of scheme:

RSA Share Incentive Plan

Period of return:

From:

01 July 2019

To:

31 December 2019

Balance of un-allotted securities under scheme(s) from previous return:

382,603 shares of £1 each

Plus:  The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):

0

Less:  Number of securities issued/allotted under scheme(s) during period (see LR3.5.7G):

23,144 shares of £1 each

Equals:  Balance under scheme(s) not yet issued/allotted at end of period:

359,459 shares of £1 each

Name of contact:

Ms Padruigin Scanlan, Share Plans Advisor

Telephone number of contact:

0207 111 7320

LEI:

549300HOGQ7E0TY86138