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 2017

To:

31 December 2017

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

Name of scheme:

Royal & Sun Alliance 2006 Long-Term Incentive Plan

Period of return:

From:

01 July 2017

To:

31 December 2017

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

Name of scheme:

RSA Performance Share Plan 2014

Period of return:

From:

01 July 2017

To:

31 December 2017

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

3,770,907

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):

7,000,000 ordinary shares of £1 each

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

68,602 ordinary shares of £1 each

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

10,702,305 ordinary shares of £1 each

Name of scheme:

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

Period of return:

From:

01 July 2017

To:

31 December 2017

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

1,648,871 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):

1,200,000 ordinary shares of £1 each

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

105,286 ordinary shares of £1 each

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

2,743,585 ordinary shares of £1 each

Name of scheme:

RSA Share Incentive Plan

Period of return:

From:

01 July 2017

To:

31 December 2017

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

149,987 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):

300,000 ordinary shares of £1 each

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

8,824 shares of £1 each

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

441,163 shares of £1 each

Name of contact:

Mr Darren Rodgers, Share Plans Advisor

Telephone number of contact:

0207 111 7118

LEI:

549300HOGQ7E0TY86138