REG-RSA Insurance Group Plc Result of AGM

LONDON--(Business Wire)--

RSA Insurance Group plc

Results of Annual General Meeting

RSA Insurance Group plc held its Annual General Meeting for shareholders at 11am
today. All resolutions were put to the meeting on a poll.

The total number of votes received for each resolution is set out below.

Issued ordinary share capital as at 18 May 2009 is 3,333,309,476.

Resolution For Against Votes Withheld * Total
1. To adopt the 2008 Report & Accounts 2,333,315,344 6,878,617 1,040,495 2,340,193,961
2. To declare a final dividend 2,339,793,497 33,383 1,405,616 2,339,826,880
3. To confirm the re-election of John Napier 2,332,788,494 7,619,685 819,978 2,340,408,179
4. To confirm the re-election of Andy Haste 2,334,978,306 5,421,305 828,546 2,340,399,611
5. To confirm the election of Johanna Waterous 2,334,498,977 5,827,149 906,459 2,340,326,126
6. To reappoint Deloitte LLP as auditors 2,290,910,358 21,327,827 28,984,760 2,312,238,185
7. To determine the auditors` remuneration 2,324,375,670 15,944,743 903,652 2,340,320,413
8. To approve the directors` remuneration report 2,281,175,851 25,094,331 34,928,172 2,306,270,182
9. To approve the RSA Sharesave Plan 2,325,643,486 14,486,086 1,064,018 2,340,129,572
10. To approve the RSA Irish Sharesave Plan 2009 2,325,344,897 14,589,902 1,256,226 2,339,934,799
11. To approve the RSA Share Incentive Plan 2,335,442,070 3,715,833 2,023,325 2,339,157,903
12. To approve the RSA Executive Share Option Scheme 2,261,549,350 22,864,044 56,772,857 2,284,413,394
13. To give authority for the Group to make donations to political parties, independent election candidates and political organisations and to incur political expenditure 2,280,570,454 55,449,312 5,182,065 2,336,019,766
14. To authorise the directors to continue the scrip dividend scheme 2,339,266,779 337,488 1,604,466 2,339,604,267
15. To approve the notice period for general meetings 2,279,179,438 59,645,543 2,378,010 2,338,824,981
16. To increase the authorised share capital 2,180,375,079 59,575,094 3,925,988 2,239,950,173
17. To permit the directors to allot further shares 2,128,936,154 206,242,791 6,021,840 2,335,178,945
18. To relax the restrictions which normally apply when ordinary shares are issued for cash 2,170,418,759 169,700,856 1,078,046 2,340,119,615
19. To give authority for the Company to buy back up to 10% of its issued ordinary shares 2,339,614,489 764,142 820,530 2,340,378,631

Notes

* A 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, two copies of all resolutions passed
other than resolutions concerning ordinary business have today been submitted to
the UK Listing Authority and will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. no. (0)20 7676 1000

(Documents will usually be available for inspection within six normal business
hours of this notice being given).

--ENDS--

Enquiries to:

Equiniti Registrars
Tel: 0871 384 2048 or +44 121 415 7064 if calling from overseas

Julia Possener, Deputy Group Company Secretary
RSA Insurance Group plc
Tel: +44 (0) 20 7111 7000

RSA Insurance Group Plc

Copyright Business Wire 2009