Result of AGM

8th May 2015 13:30

RSA Insurance Group plc

Results of Annual General Meeting

8 May 2015

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.

The issued share capital as at 6 May 2015 was 1,016,757,458.

The total number of votes received on 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 2014 Annual Report and Accounts		723,155,320		99.93		518,732		0.07		71.17%		479,009
2. To declare a final dividend		723,710,057		100.00		25,113		0.00		71.18%		420,641
3. To approve the Directors’ Remuneration Report		477,230,039		83.95		91,223,968		16.05		55.91%		155,701,802
4. To re-elect Martin Scicluna as a Director		715,075,970		98.88		8,102,873		1.12		71.13%		976,967
5. To re-elect Stephen Hester as a Director		723,335,198		99.96		302,962		0.04		71.17%		517,651
6. To re-elect Alastair Barbour as a Director		671,005,052		92.76		52,371,404		7.24		71.15%		779,354
7. To re-elect Kath Cates as a Director		723,380,719		99.96		287,195		0.04		71.17%		487,897
8. To elect Enrico Cucchiani as a Director		723,331,139		99.96		279,602		0.04		71.17%		545,070
9. To re-elect Hugh Mitchell as a Director		598,394,926		82.69		125,225,677		17.31		71.17%		535,207
10. To re-elect Jos Streppel as a Director		722,094,235		99.79		1,550,195		0.21		71.17%		511,381
11. To re-elect Johanna Waterous as a Director		624,893,887		86.35		98,766,422		13.65		71.17%		495,502
12. To re-appoint KPMG LLP as the auditor		717,194,363		99.10		6,478,983		0.90		71.17%		482,464
13. To determine the auditor’s remuneration		723,259,227		99.94		411,716		0.06		71.17%		484,868
14. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure		714,399,711		98.73		9,218,544		1.27		71.17%		537,556
15. To permit the Directors to allot further shares		660,372,809		91.27		63,193,531		8.73		71.16%		589,470
16. To relax the restrictions which normally apply when ordinary shares are issued for cash		722,677,258		99.88		888,388		0.12		71.16%		590,165
17. To give authority for the Company to buy back up to 10% of issued ordinary shares		723,475,575		99.97		227,589		0.03		71.18%		452,647
18. To approve the notice period for general meetings		671,291,559		92.76		52,423,391		7.24		71.18%		440,861

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.

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.morningstar.co.uk/uk/nsm.

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Enquiries to:

Elinor Bell, Deputy Group Company Secretary

Tel: +44 (0)20 7111 7000

Fax: +44 (0)20 7111 7616

Louise Shield

Director of External Communications

Tel: +44 (0) 20 7111 7047

Mob: +44 (0) 7786 114 662

Copyright Business Wire 2015

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