RSA Insurance : 2020 RSA AGM Voting Results

RSA Insurance Group plc

("the Company")

Results of Annual General Meeting

7 May 2020

RSA Insurance Group plc held its Annual General Meeting for shareholders at 11.00 a.m. today.

Further to the announcement on 8 April 2020, Resolution 4 in relation to the declaration of a final year dividend was withdrawn from the business of the meeting. All other resolutions as detailed in the 2020 AGM Notice of Meeting were put to the meeting on a poll and were duly passed.

The issued share capital as at 5 May 2020 was 1,034,519,472.

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

Resolution	For	% of votes	Against	% of votes	Votes cast as	Votes
		cast		cast	% of ISC	Withheld 1
1. To receive the Company's
Annual Report and Accounts
for the year ended 31
December 2019	767,538,048	99.98	133,146	0.02	74.21%	403,687
2. To approve the Directors'
Remuneration Policy	742,441,744	96.69	25,383,856	3.31	74.22%	249,281
3. To approve the Directors'
Remuneration Report (other
than the part containing the
Directors' Remuneration
Policy)	725,625,014	95.45	34,620,760	4.55	73.49%	7,829,107
4.* Resolution withdrawn *
5. To re-elect Martin Scicluna
as a Director	741,155,417	96.50	26,854,109	3.50	74.24%	65,355
6. To re-elect Stephen Hester
as a Director	763,194,395	99.37	4,817,565	0.63	74.24%	62,922
7. To re-elect Scott Egan as a
Director	763,221,206	99.38	4,794,492	0.62	74.24%	59,184
8. To re-elect Charlotte Jones
as a Director	762,571,703	99.29	5,444,198	0.71	74.24%	58,981
9. To re-elect Alastair
Barbour as a Director	711,165,123	92.60	56,849,397	7.40	74.24%	60,361
10. To re-elect Sonia
Baxendale as a Director	763,378,898	99.40	4,638,349	0.60	74.24%	57,635
11. To elect Clare Bousfield
as a Director	767,827,868	99.98	188,577	0.02	74.24%	58,437
12. To re-elect Kath Cates as
a Director	760,129,857	98.99	7,766,071	1.01	74.23%	178,954
13. To re-elect Enrico
Cucchiani as a Director	763,015,851	99.35	4,994,451	0.65	74.24%	64,580
14. To re-elect Martin Strobel
as a Director	761,784,531	99.19	6,229,800	0.81	74.24%	60,551
15. To re-appoint KPMG LLP
as the Company's auditor
until the conclusion of the
next AGM of the Company	754,952,232	99.98	152,535	0.02	72.99%	12,970,115
16. To authorise the
Directors to determine the
auditor's
remuneration	767,581,444	99.94	431,922	0.06	74.24%	61,516
17. To give authority for the
Group to make donations to
political parties, independent
election candidates and	750,507,789	97.72	17,471,814	2.28	74.24%	95,279

political organisations and to
incur political expenditure
18. To approve the increase
to the cap on Directors' fees	751,704,792	97.88	16,250,991	2.12	74.23%	119,099
19. To permit the Directors
to allot further shares and to
grant rights to subscribe for
or convert any security into
shares in the Company	733,257,090	95.47	34,756,395	4.53	74.24%	61,397
20. To give general authority
for disapplication of pre-
emption rights	759,650,975	98.91	8,354,667	1.09	74.24%	69,240
21. To give additional
authority for disapplication
of pre-emption rights for the
purpose of acquisition or
capital investment	746,623,995	97.21	21,392,171	2.79	74.24%	58,715
22. To give authority to allot
new ordinary shares in
relation to an issue of
mandatory convertible
securities	746,621,861	97.21	21,409,165	2.79	74.24%	43,855
23. To give authority to allot
equity securities for cash
under the authority given
under resolution 22	741,977,369	96.61	26,034,158	3.39	74.24%	63,354
24. To give authority for the
Company to buy back up to
10% of issued ordinary
shares	752,134,163	97.97	15,574,546	2.03	74.21%	366,172
25. To adopt new Articles of
Association	765,045,189	99.62	2,941,289	0.38	74.24%	88,404
26. To approve the notice
period for general meetings	725,462,603	94.46	42,565,441	5.54	74.24%	46,838

Notes

1A 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 athttps://data.fca.org.uk/#/nsm/nationalstoragemechanism

--ENDS--

LEI: 549300HOGQ7E0TY86138

Enquiries:

Christopher Smyth, Deputy Group Company Secretary

Tel: [phone]

Website:www.rsagroup.com