Notice of Redemption and Cancellation of Listing to the Holders of
RSA Insurance Group Limited
£400,000,000 Fixed Rate Reset Guaranteed Subordinated Notes due 2045
having the benefit of a subordinated guarantee of Intact Insurance UK Limited
ISIN: XS1120081283 (principal amount currently outstanding: £119,801,000) (the "Notes")
NOTICE IS HEREBY GIVEN by RSA Insurance Group Limited (the "Issuer") to the holders of the Notes, that the Issuer will fully redeem all of the outstanding Notes on 10 October 2025 (the "Redemption Date"), in accordance with Condition 8.5 (Redemption, Substitution, Variation and Purchase - Redemption at the option of the Issuer) of the Conditions (as defined below), having satisfied the applicable conditions to redemption but subject to Condition 3.4 (Status of the Notes - Issuer Solvency Condition), Condition 8.2(a) (Redemption, Substitution, Variation and Purchase - Issuer deferral of redemption date) and Condition 8.9(c) (Redemption, Substitution, Variation and Purchase - Preconditions to redemption, variation, substitution and purchases).
Pursuant to the Conditions, the outstanding Notes will be redeemed on the Redemption Date at their principal amount together with any accrued and unpaid interest from (and including) 10 October 2024 to (but excluding) the Redemption Date (the "Redemption Amount"). There are no Arrears of Interest outstanding in respect of the Notes.
Payment of the Redemption Amount will be made on 10 October 2025 through the relevant clearing systems. Pursuant to Condition 8.12 (Redemption, Substitution, Variation and Purchase - Cancellations), all Notes so redeemed will be cancelled and the obligations of the Issuer and the Guarantor in respect of the Notes shall be discharged. Accordingly, the listing of the Notes on the Official List of the Financial Conduct Authority and the admission of the Notes to trading on the Regulated Market of the London Stock Exchange plc will be cancelled on or around 10 October 2025.
Terms used but not defined in this notice shall have the meanings given to them in the terms and conditions of the Notes (the "Conditions") set out in Schedule 2 to the trust deed relating to the Notes dated 10 October 2014, as amended or supplemented from time to time, copies of which are available for inspection at the specified offices of the Paying Agent.
Should any holder of the Notes have any queries in relation to this notice of redemption please contact:
Intact Financial Corporation
Geoffrey Kwan, Deputy Senior Vice President, Finance and Chief Investor Relations Officer + 1 866 440 8300
RSA Insurance Group Limited
Jon Sellors, Head of External Affairs [email protected]
RSA Insurance Group Limited
24 September 2025
This notice of redemption is issued and directed only to the holders of the Notes and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents, and it should not be relied upon by any holder of Notes for any other purpose.
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