Result of AGM

9th May 2014 14:16

RSA Insurance Group plc

Results of Annual General Meeting

9 May 2014

RSA Insurance Group plc (the “Company”) held its Annual General Meeting for shareholders at 11.00am today. All resolutions were put to the meeting on a poll and were passed overwhelmingly with the exception of Resolution 8 which was withdrawn.

In accordance with LR 9.6.4, the Company announces that resolution 19 was passed, as a result of which the Company’s 5,068,926,055 ordinary shares of 27.5p each (as at the record time of close of business on 9 May 2014) have been first sub-divided into 5,068,926,055 intermediate ordinary shares of 20p each and 5,068,926,055 deferred shares of 7.5p each. The 5,068,926,055 intermediate ordinary shares of 20p each have been subsequently consolidated into 1,013,785,211 new ordinary shares of £1 each (the “New Ordinary Shares”).

Application has been made for the Company’s listing to be amended so that the New Ordinary Shares are admitted to the Official List and to trading on the main market of the London Stock Exchange with effect at 8:00 a.m. on 12 May 2014. We will release a further announcement to confirm when this has taken place and to detail voting rights in accordance with DTR 5.6.1AR.

In connection with the sub-division and consolidation, resolution 20, to adopt new articles of association, was passed as a special resolution.

The total number of votes received for each resolution is as follows:

Resolution		For		% of votes cast		Against		% of votes cast		Votes cast as % of Issued Share Capital		Votes Withheld 1
1. To receive the 2013 Annual Report and Accounts		3,490,499,433		99.28		25,257,446		0.72		69.36%		778,643
2. To approve the Directors’ Remuneration Policy		3,309,027,861		96.88		106,612,562		3.12		67.38%		100,893,815
3. To approve the Directors’ Remuneration Report		3,502,199,226		99.65		12,403,512		0.35		69.34%		2,000,250
4. To approve the 2014 RSA Performance Share Plan		3,290,659,268		96.34		125,166,169		3.66		67.39%		100,775,052
5. To re-elect Martin Scicluna as a Director		3,479,206,382		98.97		36,276,879		1.03		69.35%		1,117,228
6. To elect Stephen Hester as a Director		3,502,816,644		99.63		12,852,594		0.37		69.36%		931,251
7. To re-elect Richard Houghton as a Director		3,501,025,131		99.59		14,449,298		0.41		69.35%		1,109,560
8. To re-elect Adrian Brown as a Director		RESOLUTION WITHDRAWN 2
9. To re-elect Alastair Barbour as a Director		3,415,435,079		97.20		98,242,770		2.80		69.32%		2,871,765
10. To elect Kath Cates as a Director		3,513,636,363		99.95		1,862,743		0.05		69.35%		1,050,008
11. To re-elect Hugh Mitchell as a Director		3,501,388,920		99.60		14,093,553		0.40		69.35%		1,066,641
12. To re-elect Jos Streppel as a Director		3,497,289,713		99.48		18,219,983		0.52		69.35%		1,039,418
13. To re-elect Johanna Waterous as a Director		3,506,720,449		99.75		8,774,828		0.25		69.35%		1,052,837
14. To re-appoint KPMG LLP as the auditor		3,492,231,030		99.33		23,387,969		0.67		69.36%		930,615
15. To determine the auditor’s remuneration		3,514,289,989		99.96		1,341,653		0.04		69.36%		917,472
16. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure		3,448,723,966		98.14		65,283,715		1.86		69.32%		2,541,933
17. To authorise Directors to continue the Scrip Dividend Scheme		3,451,845,351		98.19		63,673,481		1.81		69.35%		1,030,782
18. To permit the Directors to allot further shares		3,134,327,515		89.16		380,926,389		10.8		69.35%		1,295,710
19. To permit the Directors to sub-divide and consolidate the Company’s ordinary shares		3,512,040,302		99.90		3,355,490		0.10		69.35%		1,153,822
20. To amend the Articles of Association		3,512,452,694		99.93		2,590,121		0.07		69.34%		1,506,799
21. To relax the restrictions which normally apply when ordinary shares are issued for cash		3,510,843,362		99.87		4,432,920		0.13		69.35%		1,273,332
22. To give authority for the Company to buy back up to 10% of issued ordinary shares		3,513,207,980		99.93		2,361,115		0.07		69.36%		980,519
23. To approve the notice period for general meetings		3,220,948,720		91.61		294,808,957		8.39		69.36%		791,936

Notes

1 A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

2 Adrian Brown resigned as a Director of the Board on 16 April 2014.

In accordance with Listing Rule 9.6.2, a copy of all resolutions passed other than resolutions concerning ordinary business will shortly be submitted to the UK Listing Authority via the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

--ENDS--

Enquiries to:

John Mills, Deputy Group Company Secretary

Tel: +44 (0)20 7111 7000

Fax: +44 (0)20 7111 7616

Copyright Business Wire 2014

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Related Shares:

RSA.L