LONDON--(BUSINESS WIRE)--

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 Withheld1
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

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 atwww.morningstar.co.uk/uk/nsm.

--ENDS--

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

RSA Insurance Group Plc

Source: RSA Insurance Group Plc

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