Citigroup Global Markets Limited



FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH

RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:

Citigroup Global Markets Limited

(b) Name of offeror/offeree in relation to whose
relevant securities this form relates:

Use a separate form for each offeror/offeree

RSA Insurance Group Plc

(c) Name of the party to the offer with which exempt
principal trader is connected:

Zurich Insurance Group Ltd

(d) Date dealing undertaken:

25 August 2015

(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer?
If it is a cash offer or possible cash offer, state "N/A"

N/A

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received
(GBP)

Lowest price per unit paid/received
(GBP)

100p ordinary

Purchase

8,954,828

5.2630

5.1450

100p ordinary

Sale

8,982,401

5.2500

5.1450

(b) Cash-settled derivative transactions

Class of relevant security

Product description
e.g. CFD

Nature of dealing
e.g. opening/closing a
long/short position,
increasing/reducing a
long/short position

Number of reference securities

Price per unit
(GBP)

100p ordinary

TRS

Reducing Short Position

4,169

5.2059

100p ordinary

TRS

Reducing Short Position

3,372

5.2075

100p ordinary

TRS

Increasing Short Position

1,428

5.1750

100p ordinary

TRS

Reducing Short Position

1,514

5.2075

100p ordinary

TRS

Reducing Short Position

480

5.1750

100p ordinary

TRS

Reducing Short Position

12,696

5.2034

100p ordinary

TRS

Reducing Short Position

6,571

5.2050

100p ordinary

TRS

Opening Short Position

144,068

5.2630

100p ordinary

TRS

Closing Short Position

144,068

5.1819

100p ordinary

TRS

Reducing Short Position

1,159

5.1850

100p ordinary

TRS

Increasing Long Position

532

5.1455

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description
e.g. call option

Writing, purchasing,
selling,
varying etc.

Number of securities to
which option relates

Exercise price per unit

Type
e.g. American,
European etc.

Expiry date

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Product description
e.g. call option

Exercising/ exercised against

Number of
securities

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing
e.g. subscription, conversion

Details

Price per unit
(if applicable)

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the exempt principal trader making the
disclosure and any party to the offer or any person acting in concert with
a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between
the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Date of disclosure:

26 August 2015

Contact name:

Ryan McCabe

Telephone number:

44(028)90409539

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.


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