RSA Insurance : AGM - Change of arrangements

17 April 2020

RSA INSURANCE GROUP PLC

(THE 'COMPANY')

2020 ANNUAL GENERAL MEETING UPDATE

THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

The Company announces that its 2020 Annual General Meeting ('AGM') at 11.30 a.m. on Thursday, 7 May 2020 will now be held at the Company's registered office, 20 Fenchurch Street, London, EC3M 3AU.

This is a change of venue from that which was previously communicated on 27 March 2020 in the Notice of AGM and the corresponding market announcement. In light of the ongoing impact of COVID-19 and following the latest Governmental rules and guidelines issued on 16 April 2020, which extended the social distancing and restrictions around gatherings of groups of people for at least another three weeks, the Board has decided to move the AGM to the Company's registered office. The physical meeting will be closed to shareholders. Shareholders attempting to attend the physical AGM will regrettably be refused entry. Shareholders are invited to join the meeting by telephone, details of which are below and can also be found in the Notice of AGM and on the AGM attendance card.

The AGM will be purely functional in format to comply with the relevant legal requirements. There will be no presentations and the telephone facility will only enable shareholders to listen to the AGM proceedings. Immediately after the formal AGM, the same telephone facility will be available to allow shareholders to ask questions of the Board. Alternatively, shareholders may ask a question related to the business of the AGM by sending an email to [e-mail].

Shareholders are strongly encouraged to vote by proxy in advance of the meeting. Given the restrictions on attendance in person, shareholders are encouraged to appoint the chair of the meeting as their proxy rather than a named person who will not be permitted to attend the physical meeting. Proxy instructions must be received by Equiniti by 11.00am on Tuesday 5 May 2020.

If shareholders wish to cast their votes during the meeting, they will need to download the Lumi AGM app or visit the Lumi AGM website in advance of the meeting. Instructions for downloading the Lumi AGM app may be found in the Notice of AGM.

The telephone details for shareholders to join the AGM are below. Please note, you will also need your shareholder reference number which can be found on your proxy card, attendance card (listed as your username) or other correspondence regarding your shareholding.

Confirmation ID: 9338281

Location	Phone Type	Phone Number
United Kingdom	Tollfree/Freephone	0800 358 6377
Rest of the world	Local	[phone]

The Board believes that the resolutions to be voted on at the AGM are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of them.

RSA and the Board are committed to protecting the health, safety and wellbeing of our customers, employees and shareholders and we would urge our shareholders to do their part in helping to slow the spread of COVID-19. Further details of the Government's rules relating to COVID-19 can be found at www.gov.uk/coronavirus.

The situation in relation to COVID-19 continues to develop and we will update shareholders on arrangements for the AGM through the Company's website at www.rsagroup.com/agm2020.

The Board would like to take this opportunity to thank all shareholders for their continued support and understanding in these exceptional circumstances and wish them well during this time as we all navigate the implications of COVID-19. We look forward to returning to full shareholder engagement as soon as reasonably possible.

Other information:

LEI number: 549300HOGQ7E0TY86138

Enquiries:

Christopher Smyth

Deputy Group Company Secretary

RSA Insurance Group plc

Tel: [phone]

Visit www.rsagroup.com for more information.