18th November 2020

RSA agrees terms of a recommended cash offer

The boards of Regent Bidco Limited(Bidco), a wholly-owned subsidiary of Intact Financial Corporation, Tryg , and RSA Insurance Group have announced that they have reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued
share capital of RSA(the "Acquisition"), and the associated separation of RSA's Scandinavian business following completion.
Intact will retain RSA's Canadian, UK and international
operations, Tryg will retain RSA's Swedish and Norwegian Businesses, and Intact and Tryg will co-own RSA's Danish Business on a 50/50 economic basis.
It is intended that the Acquisition will be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act although Bidco reserves the right
to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

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