NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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 (EUWA).

RSA Insurance Group Limited
28 September 2021

ANNOUNCEMENT OF ACCEPTANCE AND RESULTS OF RSA INSURANCE GROUP LIMITED'S OFFER TO PURCHASE NOTES FOR CASH

On 20 September 2021, RSA Insurance Group Limited (the "Company") invited holders of its £400,000,000 Fixed Rate Reset Guaranteed Subordinated Notes due 2045 (ISIN: XS1120081283), (the "Notes") to tender their Notes for purchase by or on behalf of the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum dated 20 September 2021 (the "Tender Offer Memorandum") (the "Offer").

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 27 September 2021.

As announced in the announcement of indicative results of the Offer earlier today, as at the Expiration Deadline, the Company had received valid tenders for purchase in respect of £341,539,000 in aggregate nominal amount of the Notes.  The Company hereby announces the Final Acceptance Amount is £240,000,000 in aggregate nominal amount of the Notes. On the basis of such Final Acceptance Amount, the Company will accept for purchase Notes validly tendered in the Offer subject to pro rata scaling at a Scaling Factor of 70.05725 per cent., as further described in the section "The Offer" of the Tender Offer Memorandum.

Final pricing for the Offer took place at or around 11.00 a.m. (London time) today.  The Purchase Price payable by the Company for Notes validly tendered and accepted for purchase will be 114.531 per cent.

A summary of the final pricing for the Offer is set out in the table below:

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

The Settlement Date in respect of the Notes accepted for purchase is expected to be 30 September 2021.

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, Royal & Sun Alliance Insurance Limited, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is released by the Company 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 Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Jonathan Cope, General Counsel and Company Secretary of the Company.

Company LEI: 549300HOGQ7E0TY86138

For further information, please contact:

DEALER MANAGERS

TENDER AGENT

Lucid Issuer Services Limited

The Shard
32 London Bridge Street
London SE1 9SG

Attention: Jacek Kusion
Telephone: +44 207 704 0880
Email: [email protected]
Website: https://deals.lucid-is.com/rsa