RSAB Rsa Ins. 7te%pf

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, ITALY, SOUTH AFRICA OR THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

16 July 2024

RSA Insurance Group Limited

(a private limited company incorporated in England and Wales with registered number 02339826)

RESULTS OF TENDER OFFER AND GENERAL MEETING IN RESPECT OF THE OUTSTANDING £125,000,000 7.375 PER CENT. CUMULATIVE IRREDEEMABLE PREFERENCE SHARES ISSUED BY RSA INSURANCE GROUP LIMITED

On 12 June 2024, 2283485 Alberta Ltd. (the "Offeror") invited eligible holders of the £125,000,000 7.375 per cent. cumulative irredeemable preference shares of RSA Insurance Group Limited (the "Issuer") (the "Preference Shares") to tender any and all of their Preference Shares for purchase by the Offeror for cash subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the tender offer memorandum dated 12 June 2024 (the "Tender Offer Memorandum") (the "Tender Offer").

In parallel with the Tender Offer, the Issuer convened a general meeting (the "General Meeting") to consider and, if thought fit, pass special resolutions (the "Resolutions") proposing (i) the cancellation of all the Preference Shares (the "Preference Share Cancellation") and (ii) the cancellation of the Issuer's share premium account (the "Share Premium Cancellation", and together with the Preference Share Cancellation, the "Reduction of Capital"), as further described in the circular to the shareholders of the Issuer dated 12 June 2024 (the "Shareholder Circular").

Capitalised terms used but not defined herein have the meanings given to them in the Tender Offer Memorandum and/or the Shareholder Circular.

RESOLUTIONS

The Issuer is pleased to announce that at the General Meeting held earlier today:

·      the requisite majority of shareholders voted to pass the Cancellation Resolution in respect of the Preference Share Cancellation. The Cancellation Resolution received votes in favour of 90.10 per cent. of the votes received (excluding votes withheld)¹. The Offeror withheld its vote on the Cancellation Resolution to ensure that it would only pass if voted in favour by the requisite majority of Preference Shareholders; and

·      the requisite majority of shareholders voted to pass the Share Premium Resolution in respect of the Share Premium Cancellation. The Share Premium Resolution received votes in favour of 99.42 per cent. of the votes received (excluding votes withheld)¹. The Offeror voted in favour of the Share Premium Resolution.

¹          A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of votes for and against the resolutions.

The Issuer has received the final approval from the Prudential Regulation Authority for the implementation of the Reduction of Capital. Therefore, the Reduction of Capital will be implemented by the Issuer.

The last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Preference Shares will be 17 July 2024.

Suspension of the Preference Shares from trading on the Main Market of London Stock Exchange is expected to take place at 7.30 a.m. on 18 July 2024. Once suspended, it is not expected that trading in Preference Shares on the Main Market of London Stock Exchange will recommence. It is expected that cancellation of the admissions of the Preference Shares to listing on the Official List and to trading on the Main Market of the London Stock Exchange will take effect from 8.00 a.m. on 19 July 2024.

The Cancellation Date, being the date on which the cancellation of the Share Premium and the Preference Shares is expected to take effect by registration at Companies House, is expected to be 18 July 2024.

The Settlement Date in respect of the Preference Share Cancellation, being the expected date of payment of the Cancellation Amount to all Registered Holders and the Voting Fee to eligible Registered Holders in the manner set out in the Shareholder Circular, is expected to be 30 July 2024.

In respect of Preference Shareholders eligible to receive the Cancellation Amount and the Voting Fee, the following table sets out the total amount (being the Cancellation Amount plus the Voting Fee) payable in respect of each Preference Share, on the assumption that the Settlement Date falls on 30 July 2024, and a breakdown thereof:

¹               If the Settlement Date does not fall on 30 July 2024, the Accrued Dividend Amount will change and shall be calculated in accordance with the Terms up to and including the Settlement Date.

²                      If the Settlement Date does not fall on 30 July 2024, the Accrued Dividend Amount will change and shall be calculated in accordance with the Terms up to and including the Settlement Date and, therefore, the Cancellation Amount will change accordingly.

In respect of Preference Shareholders eligible to receive the Cancellation Amount but NOT eligible to receive the Voting Fee, the following table sets out the total amount (being the Cancellation Amount) payable in respect of each Preference Share, on the assumption that the Settlement Date falls on 30 July 2024, and a breakdown thereof:

¹               If the Settlement Date does not fall on 30 July 2024, the Accrued Dividend Amount will change and shall be calculated in accordance with the Terms up to and including the Settlement Date.

²                      If the Settlement Date does not fall on 30 July 2024, the Accrued Dividend Amount will change and shall be calculated in accordance with the Terms up to and including the Settlement Date and, therefore, the Cancellation Amount will change accordingly.

The payment of the Cancellation Amount and the Voting Fee (if applicable) to the Registered Holder will discharge the Issuer's obligations in respect thereof, and the Beneficial Owner must look to the Registered Holder (and, if applicable, any relevant Intermediary) for payment to it of the relevant Cancellation Amount and Voting Fee (if applicable).

TENDER OFFER

Given that the Resolutions have passed at the General Meeting and the Reduction of Capital will be implemented, the Offeror will not purchase any Preference Shares pursuant to the Tender Offer.

Copies of the Resolutions passed at the General Meeting and written resolutions to authorise the Company to allot, and grant rights to subscribe for, ordinary shares adopted by the Issuer as the sole ordinary member of the Company will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Retail Investors

Retail Investors who have questions or require technical assistance in connection with this Results Announcement, should contact the Receiving Agent using the following contact details:

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

United Kingdom

Telephone: +44 (0)371 384 2911*

*Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. - 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Please note that the Receiving Agent cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Any Intermediary or adviser that represents Retail Investors can contact the Retail Information Agent with questions concerning this Results Announcement, using the following contact details:

D. F. King Limited

65 Gresham Street

London EC2V 7NQ

United Kingdom

Telephone: +44 (0)207 920 9700*

Email: RSA@dfkingltd.co.uk

*Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer or the Reduction of Capital nor give any financial, legal or tax advice.

Institutional Investors

Institutional Investors who have questions or require technical assistance in connection with the Results Announcement should contact the Dealer Managers using the following contact details:

Company LEI: 549300HOGQ7E0TY86138

This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Tender Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Paul Bickley, Deputy Company Secretary of the Issuer.

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum and the Shareholder Circular. The Tender Offer Memorandum and the Shareholder Circular contain important information which must be read carefully with respect to the Tender Offer and the General Meeting described in this announcement. If any Preference Shareholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, counsel, accountant or other independent financial adviser. Preference Shareholders whose Preference Shares are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity in relation to the Tender Offer and/or the General Meeting.

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. In addition, this announcement and the Tender Offer Memorandum are not for release, publication or distribution in or into or to any persons located or resident in Canada, Italy, South Africa or the United States or to any U.S. person (as defined in Regulation S under the Securities Act). Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Dealer Managers, the Receiving Agent and the Retail Information Agent to inform themselves about, and to observe, any such restrictions. This announcement and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Preference Shares in any circumstances in which such offer or solicitation is unlawful.