Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

RSA Insurance Group plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

x

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Cevian Capital II G.P. Limited

4. Full name of shareholder(s)  (if different from 3.):iv

Aurora Nominees Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

16 March 2017

6. Date on which issuer notified:

16 March 2017

7. Threshold(s) that is/are crossed orreached: vi, vii

Above 13% (Voting rights attached to shares)

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary

98,375,366

98,375,366

n/a

n/a

137,645,130

n/a

13.5%

GB00BKKMKR23

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

CFD

0

Nominal

Delta

0%

0%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

137,645,130

13.5%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Cevian Capital II G.P. Limited (Cevian) acts as general partner for Cevian Capital II Master Fund L.P. Cevian is the indirect holder of the voting rights attached to the shares. The legal owner of the shares is Aurora Nominees Limited (acting as nominee), which holds the shares on behalf of UBS AG (acting as custodian).

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:

14. Contact name:

Elinor Bell

Deputy Group Company Secretary

Direct : 020 7111 1857

15. Contact telephone number:

As above