Update regarding Possible Offer for RSA Insurance Group plc

The Board of RSA announces that it has received a revised proposal from Zurich Insurance Group regarding a possible all cash offer for the Company at 550 pence per ordinary RSA share. In addition, under the terms of the proposal, RSA ordinary shareholders retain the right to receive the 3.5 pence interim dividend announced by RSA on 6 August 2015. The Possible Offer is conditional on, amongst other things, due diligence and the recommendation of the Board.

The Board has indicated to Zurich that it would be willing to recommend an offer at the level of the Possible Offer to RSA shareholders subject to the satisfactory resolution of the other terms of the offer. Accordingly, the Board is in discussions with Zurich in relation to these terms.

As required by Rule 2.6(a) of the Code, Zurich is required, by not later than 5.00 p.m. on 25 August 2015, to either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. With the consent of the Takeover Panel, RSA has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Code until 5.00pm on 22 September 2015 to enable the parties to conclude their ongoing discussions.  This deadline may be extended further with the consent of the Takeover Panel, at RSA’s request, in accordance with Rule 2.6(c) of the Code.

Zurich has reserved the right to make an offer for RSA at any time, with a value less than 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015):

o   with the agreement or recommendation of the RSA board;

o   if a third party announces a firm intention to make an offer for RSA pursuant to Rule 2.7 of the Code, which, at the date Zurich announces a firm intention to make an offer for RSA, is valued at a lower price than the equivalent of 550 pence per ordinary RSA share (less any dividends declared, made or paid, other than the 3.5 pence interim dividend announced by RSA on 6 August 2015); or

o   following the announcement by RSA of a whitewash transaction pursuant to the Code.

There can be no certainty that any firm offer will be made.  This statement is being made by RSA with the consent of Zurich.

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