Result of AGM

6th May 2016 13:25

RSA Insurance Group plc

Results of Annual General Meeting

6 May 2016

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.

The issued share capital as at 4 May 2016 was 1,018,913,637.

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 2015 Annual Report and Accounts		727,676,322		99.94		418,859		0.06		71.46%		668,840
2. To approve the Directors’ Remuneration Report		684,660,846		94.25		41,745,807		5.75		71.29%		2,358,792
3. To re-elect Martin Scicluna as a Director		718,467,266		98.73		9,211,912		1.27		71.42%		1,086,871
4. To re-elect Stephen Hester as a Director		728,363,489		99.97		220,822		0.03		71.51%		181,134
5. To elect Scott Egan as a Director		728,386,118		99.98		178,443		0.02		71.50%		198,780
6. To re-elect Alastair Barbour as a Director		671,263,942		93.41		47,383,414		6.59		70.53%		10,117,957
7. To re-elect Kath Cates as a Director		727,999,130		99.92		557,190		0.08		71.50%		209,034
8. To re-elect Enrico Cucchiani as a Director		727,637,625		99.87		917,921		0.13		71.50%		209,899
9. To re-elect Hugh Mitchell as a Director		722,886,332		99.22		5,672,968		0.78		71.50%		206,145
10. To re-elect Joseph Streppel as a Director		727,943,881		99.92		609,967		0.08		71.50%		211,597
11. To elect Martin Strobel as a Director		728,339,175		99.97		214,515		0.03		71.50%		211,755
12. To re-elect Johanna Waterous CBE as a Director		727,876,842		99.91		674,813		0.09		71.50%		213,790
13. To re-appoint KPMG LLP as the auditor		723,332,930		99.28		5,250,856		0.72		71.51%		181,659
14. To determine the auditor’s remuneration		728,447,363		99.98		132,298		0.02		71.51%		185,784
15. To authorise political donations		713,757,640		98.63		9,916,685		1.37		71.02%		5,091,120
16. To permit the Directors to allot further shares		686,706,184		94.37		40,944,656		5.63		71.41%		1,114,515
17. To relax the restrictions which normally apply when ordinary shares are issued for cash		613,754,018		93.63		41,752,201		6.37		64.33%		73,259,226
18. To give authority to allot new ordinary shares in relation to an issue of mandatory convertible securities		717,598,075		98.50		10,905,712		1.50		71.50%		261,658
19. To give authority to allot equity securities for cash under the authority given under resolution 18		693,781,844		95.23		34,717,101		4.77		71.50%		266,500
20. To give authority for the Company to buy back up to 10% of issued ordinary shares		723,820,605		99.35		4,752,716		0.65		71.50%		192,066
21. To approve the notice period for general meetings		681,131,998		94.06		43,030,769		5.94		71.07%		4,602,678
22. To amend Article 86 (Directors’ Fees) of the Articles of Association		721,850,858		99.10		6,571,296		0.90		71.49%		343,291
23. To amend the Articles of Association by inserting Article 116A (Cancellation or Deferral of Dividends by the Board)		723,630,859		99.95		353,902		0.05		71.05%		4,780,684
24. To amend the Articles of Association by deleting Article 5.2 (Deferred Shares)		723,742,651		99.97		229,356		0.03		71.05%		4,793,438
25. To approve a final dividend		728,601,486		100.00		15,242		0.00		71.51%		148,717

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

View source version on businesswire.com: http://www.businesswire.com/news/home/20160506005360/en/

Copyright Business Wire 2016

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Related Shares:

RSA.L