Recommended Offer for RSA Insurance Group plc

Investor Presentation

2

Introducing the Recommended Offer for RSA

Transaction • Recommended offer for RSA Insurance Group plc

Total Consideration

• £7.2bn (c. DKK 60bn) for RSA

Split of Assets

• Tryg to acquire RSA’s Sweden and Norway operations

• Intact to acquire RSA’s Canada and UK & International operations and obligations

• Tryg to co-own RSA’s Denmark operations on a 50/50 economic basis with Intact

TrygConsideration

• Tryg to pay £4.2bn (c. DKK 35bn) for the acquired assets

Timetable • Closing expected in Q2 2021

3 Financial Implications

1 Transaction Highlights and Timetable

2 Deal and Transaction Structure

5 Concluding Remarks

4 Financing

4

Creating the largest Scandinavian non-life insurer

1

A

B

C

D

E

F

ESTABLISH THE LARGEST NON-LIFE INSURER IN SCANDINAVIA: Increase premiums earned by ~45%

BECOME TOP 3 INSURER IN SWEDEN AND NORWAY: Strengthen position in home markets

DIVERSIFY BUSINESS AND LEVERAGE BEST PRACTICE: Reap benefits across a balanced portfolio

HARVEST SIGNIFICANT SYNERGIES: Leverage Tryg’s proven experience and expertise to realise ~DKK 900m of potential pre-tax synergies by 2024

DELIVER VALUE FOR SHAREHOLDERS: Expected ROI at ~7% and high teens EPS accretion1 expected by 2023

ACCELERATE DIVIDEND CAPACITY: Significant long-term potential to increase ordinary dividend

1 Expected EPS accretion is calculated before any impact from intangible amortization and such impact would not affect the company’s dividend-paying capacity

5

Strategic rationale behind the proposed acquisition

Establish the largest non-life insurer in Scandinavia1

Become top 3 insurer in Sweden and Norway

Diversify the business and leverage best practice

Norway market shares2, %

1 Denmark, Norway, and Sweden2 Svensk Försäkring, 2019 (based on full year gross premium figures) and Finans Norge, 2019 (based on full year gross premium figures) 3 Pro-forma technical result based on reported 5-year historical average contribution by country for Tryg and Denmark Sweden and Norway, plus estimated transaction synergies by country

1

Gross premiums earned, DKKbn Technical result, Five year avg., %

30

18 17 16 14

3

2621

16 14 13

2

Pro-forma

Pro-forma

31.7

21.7

2019 2019 PF

~45%

Sweden market shares2, %

67%

27%

6%

42%48%

10%

Technical result, Pro-forma, %3

CA B

Remain #1 player in DenmarkDK NO SE

Harvest significant synergies Deliver value for shareholders Accelerate dividend capacity

6

Financial rationale behind the proposed acquisition

FD E

• Annual potential pre-tax synergies of ~DKK 900m to be fully realized by 2024

• ~80% of synergies are driven by costs (operating expenses, procurement, and claims)

• Reduced operational risk given experience from in-market Alka acquisition

• Expected ROI at ~7%

• High teens EPS accretion1 expected by 2023

• Solvency II ratio expected to remain above 170% at the end of 2021

1

• Significant long-term potential toincrease the ordinary dividend

• Pro-forma dividend capacity expectedto more than double over the medium term

• Dividend policy to remain unchanged post integration

1 EPS accretion is calculated before any impact from intangible amortization and such impact would not affect the company’s dividend-paying capacity

Indicative acquisition time-table and key milestones

7

Public announcement

Public announcement of recommended offer

Shareholder vote

RSA and Trygshareholders

vote on transaction

Rights issue(1H 2021)

Rights Issue Prospectus publication

Expected Deal closing(2Q 2021)

Completion following regulatory approvals

Separation estimated complete (1Q 2022)

Separation of RSA Scandinavia into DK,

SE, and NO

1

3 Financial Implications

1 Transaction Highlights and timetable

2 Deal and Transaction Structure

5 Concluding Remarks

4 Financing

Split of assets in the transaction

1 Includes Holmia2 Intact will have responsibility for the operation and management of RSA's Danish Business (subject to protections consistent with Tryg's non-controlling interest in RSA's Danish Business)Source: SFCR and Annual Reports 20199

2

Net premiums earned 2019, DKKbn

Geography

Brands

New owner post transaction

RSA Insurance Group 2019

Scandinavia

Co-owned on 50/50 economic basis with IntactAcquired fully by Tryg

Market share, %

Sweden1

8.8

14

Norway

1.1

2

Co-owned on 50/50 economic

basis2

Denmark

5.7

UK & International

24.7

Canada

14.3

10

Post transaction Tryg expects to have DKK 32bn in premiums and a pro-forma technical result of ~DKK 6.3bn

Pro-forma figures are prepared on basis of Tryg public financial statements plus RSA Scandinavia SFCRs1 Sum of 2019 publicly reported technical result, as well as ~DKK 900m in total estimated run-rate pre-tax synergies by 2024. Figures are indicative and for information purposes only. Not to be viewed as actual performance for 2019 or a guarantee of future resultsSources: SFCR and Annual reports 2019

Gross premiums earned, DKKbn Technical result1, DKKbn

2

0.2

0.5 3.02.3

Tryg 2019

Acquired

Tryg Group post acquisition

2024 Synergies (rounded)

0.3 0.6

0.5

-0.1

2.1

10.98.8

1.16.5

7.6

0.22.6 0.0 2.813.2 0.0 13.2

11

Trygg-Hansa will add resilient and diversifying earnings

• Trygg-Hansa has seen positive premium growth at 1.9% CAGR over the past 4 years

• Trygg-Hansa also operates in attractive niche segments of the Swedish insurance market at a very strong combined ratio(e.g. 10 years average combined ratio in child insurance of ~70%)

• The combined ratioshave been very attractive for a long period driving strong technical results

2016 20192017 2018

12.011.8 12.3 12.5

1.9%

12.5

20172016

2.4

2018 2019

2.7 2.83.5

9.3%

2016 20182017

76.5

2019

78.9 76.5 73.1

Stable premium growth over past 4 years at CAGR of 1.9%

Net premiums earned, SEKbn (local currency)Market shares Sweden, 2019, %

Trygg-Hansa is a large player in the Swedish market

Net combined ratio, %

Highly attractive and stable combined ratios

Technical result, SEKbn (local currency)

Technical result has grown by CAGR at 9.3%

2

Sources: SFCR, Annual reports 2019, Svensk Försäkring, 2019 (based on full year gross premium figures)

Tryg SE / Moderna Trygg-Hansa

30

18 17 16 14

3

Pro-forma

• Founded in 1828

• Trygg-Hansa is the fourth largest insurer in Sweden

• Since 1954, Trygg-Hansa has supplied 80,000 lifebuoys in Sweden

• It is estimated that 14 lives per year are saved due to Trygg-Hansa’s lifebuoys

• Supports a wide range of beneficial social activities consistent with the values Safety, Health and Well-being

A part of Swedish insurance history Strong social responsibilityStrong fit with the spirit of

TryghedsGruppen

Trygg-Hansa: a strong cultural fit, unifying the two Tryg brands

2

12 Sources: Trygg-Hansa website

13

• Portfolio pruning and loss in partner agreements has resulted in reduced topline, particularly in 2018

• Significant potential to lower overall expense level

• Focus on operational performance will targetimproved profitability

2017

1.4

1.8

2016 2018 2019

1.71.4

12.5

39

-68

-231

-127

91

Adjusted

to Tryg1

20182016 2017 2019

Decrease in premiums due to pruning of portfolio and loss in partner agreements

Net premiums earned, NOKbn (local currency)

Technical result, NOKm (local currency)

Market shares Norway, 2019, %

Codan NO will add to current scale

Net combined ratio, %

Recent actions point to improvements in expense and claims ratio Significant potential to improve profitability

2

Codan NO will further strengthen Tryg’s Norwegian market position

116.9

86.3

14.0

67.7

93.6

20172016

29.9

79.6

27.5

76.5

30.6

2018

29.2

108.8

79.6

Adjusted

to

Tryg1

2019

97.6 104.0

1 Pro Forma 2019 numbers adjusted to Tryg expense ratioSources: SFCR reports and Finans Norge, 2019 (based on full year gross premium figures)

Tryg NO Codan NO

2621

16 14 13

2

Pro-forma

Expense ratio Loss ratio

2

14

~86%

~14%

RSA DK is made up of Codan and Privatsikring – and recently gained access to 25% of all Danish banking customers1

Privatsikring is delivering strong topline growth while Codan is experiencing some

volatility

Codan combined ratio has been hit by large claims in the last two years

90%88%95%108%101%

2015

90%

20182016 2017

91%

2019

98% 90% 84%

1 Following the recently signed agreement with Nykredit and Spar Nord, announced on October 27th 2020Sources: Annual reports and SFCR reports

RSA in Denmark is comprised of both Codan and Privatsikring

Privatsikring combined ratio, %

Net premiums earned 2019, % Net premiums earned 2019, DKKm Codan combined ratio, %

639 657698 779

818

5,151

2018

4,731

5,457

2015

4,800

2016 2017

5,217

2019

4,900

5,3705,849 5,996

5,718

Codan Privatsikring

Peer groupavg.1

83.7

Codan has demonstrated significant recent forward momentum

2

15

Significant improvement potential exists for Codan with a gap of ~12 p.p. to peer

combined ratios

Codan has started improving performance with a combined ratio of ~90% in H1 2020

RSA Denmark is #3 player in the market2

82.1 84.2 84.7

96.7

201920172015 2016

90%

2018 H1 2020

108%

95%88%

101%90%

+13pp-18pp

23

9

16

10

76

5-year avg. combined ratio, %, as reported Codan combined ratio, %Non-life Insurance market shares

Denmark as of 3Q 20193, %

1 Excl. Codan DK2 Intact will have responsibility for the operation and management of RSA's Danish Business (subject to protections consistent with Tryg's non-controlling interest in RSA's Danish Business)3 Forsikring & Pension 3Q 2019Sources: Annual reports, SFCR reports, Codan H1 2020 results press release

#3

3 Financial Implications

1 Transaction Highlights and timetable

2 Deal and Transaction Structure

5 Concluding Remarks

4 Financing

Total consideration of ~DKK 34.9bn (~£4.2bn) with attractive returns: ~7% ROI and high teens EPS accretion by 2023

3

DKKbn %

• Total consideration of ~DKK 34.9bn (~£ 4.2bn)

• Price reflects:

‒ 100% acquisition of RSA SE and NO

‒ 50% of RSA DK which will be co-owned with Intact on 50/50 economic basis

• Potential pre-tax synergies at ~DKK 900m by 2024, majority of which would be realized in Sweden

• High confidence in synergy realization given high efficiency gains and track-record of in-market acquisitions

Total consideration Synergies to be realized Expected deal returns

DKKm

~7

ROI

High teens EPS accretion1 in 2023

17

34.9

Total consideration

~60

~350

~650

~900

2021 20232022 2024

1 Expected EPS accretion is calculated before any impact from intangible amortization and such impact would not affect the company’s dividend-paying capacity

Tryg estimates to be able to realize pre-tax synergies at ~DKK 900m per year across the entire group by 2024

18

• Leverage the proven experience and expertise from the Alkaacquisition to reduce integration and operational risk

• Majority of synergies are estimated to be realized in Sweden,primarily driven by shared services, claims and distribution

• Total position reductions amount to ~10-15% of combined positions in Norway and Sweden

• Group synergies are primarily realized by sharing of Tryg’s central group functions in Denmark and Investment functions

Estimated annual pre-tax synergies by 2024, DKKm

~500

~250

~150

Sweden Norway Denmark and

Group

Total

~900

3

Majority of synergies are realized through cost-related initiatives

19

• ~80% of synergies primarily driven by costs (operating expenses, procurement, and claims)

• Administration anddistribution synergies to be realized through reduced marketing spend, alignment of IT systems in SE and NO, and position reductions

• Procurement synergiesrealized through rolling-out Tryg’s own procurement capabilities across a larger combined claims spend in SE and NO

• Claims synergies to be realized through improved fraud detection, recourse, improved claims processes and policies, and position reductions

• Commercial synergies will be realized throughrepricing of portfolios andbest practice sharing e.g. within digitalization and child insurance

~370

~220

~140

~170

Administration

and Distribution

Procurement CommercialClaims Total

~900

3

Estimated annual pre-tax synergies by 2024, DKKm

• Total invested assets following the acquisition will be approximately ~DKK 67bn

• Tryg’s approach remains unchanged, investments split between a match portfolio (backing insurance liabilities) and a free portfolio (the capital of the company)

• Risk appetite will stay unchanged and acquired portfolios will gradually be adjusted to match Tryg’s approach

20

Free portfolio

Fixed Income CreditGlobal

EquitiesReal Estate

Diversifying alternatives

Free portfolio

Free portfolio Pre-transaction Post-transaction

~DKK 11.1bn2 ~DKK 16.9bn

Match portfolio

Match strategy

Match portfolio Pre-transaction Post-transaction

~DKK 30.1bn2 ~DKK 50.5bn

3

Tryg’s total invested assets up ~60% and free portfolio up ~DKK 6bn

Norway Denmark Sweden

Pre-transaction

8.0 18.5 3.6

Post-transaction(1) 10.9 18.5 21.2

Norway Denmark Sweden

Pre-transaction

3.5 6.9 0.7

Post-transaction(1) 4.1 6.9 5.9

1 RSA Scandinavia’s invested assets (excl. Denmark) split into match and free portfolio according to Tryg approach2 As per 3Q 2020Source: RSA Scandinavia reported accounts

Dividend capacity will increase significantly as pro-forma technical result is expected to double from ~DKK 3.2bn to ~DKK 6.3bn

21

3

3.20

2012

6.60

3.50

2013

2.60

3.40

5.20 5.40 5.80

8.45

2014

6.00

2015

3.50

6.20 6.40

2016

3.30

2017

9.20

2018

1.65

6.80

2019

9.50

5.25

9M 2020

7.80

8.60

9.70 9.70

6.60

Extraordinary dividend Extraordinary buy backOrdinary dividend

2019 Post transaction

3.21

6.32

~100%

Tryg aims to offer a nominally stable and increasing ordinary dividend - Normalized dividend to increase following the large increase in normalized earnings

Dividend paid to shareholders, DKK per share

Historically, Tryg has paid out a stable and increasing ordinary dividend …

Technical result, DKKbn

… and with pro-forma technical result expected to double, dividend capacity will increase similarly

1 Standalone 2019 Tryg technical result based on Tryg Annual Report2 Sum of 2019 publicly reported technical result, as well as DKK 900m in total estimated run-rate pre-tax synergies by 2024. Figures are indicative and for information purposes only. Not to be viewed as actual performance for 2019 or a guarantee of future results

Material uplift in dividend capacity post-integration

22

3

• Shareholder remuneration will remain a key focus for the group post-acquisition

• Dividend policy will be unchanged – the group will continue to target a nominally stable, increasing ordinary dividend

• Total dividend capacity is expected to more than double over the medium-term

• 2021 will be a transitional year for the dividends as the group will take a conservative approach to capital management during the integration period

Expected ordinary dividend payout capacity, DKKbn

Pro-formaStandalone

3

1.6

2018 2019 2020 2021 Medium-term

2.052.00

>2x

Illustrative projections

Solvency II ratio expected to remain robust immediately post-transaction

23

4Q18-1Q20 4Q20 YE2021

~160-170~175

>170

3

4.9 ~4.6 8.5 – 9.0

Group SCR (DKKbn)

Based on current

dividend trajectory

Pro-formaTryg as-is standalone

Solvency II, based on Tryg partial internal model, %

Rights Issue+

+ Hybrid debt of ~DKK 2bn

+RSA Scandinavia capital

generation up to closing

- Intangibles

Impact on own funds

-

Restructuring, integration,

separation and other

transaction costs

+Increased market risk due to

increase in invested assets

+

Increased insurance exposure

(premiums and reserves) in

SE, NO, and DK

Impact on SCR

Main drivers of Solvency II development:

3 Financial Implications

1 Transaction Highlights and timetable

2 Deal and Transaction Structure

5 Concluding Remarks

4 Financing

The transaction will primarily be financed through an equity raise

~2

~37

~39 ~DKK 37bn (including

TryghedsGruppen participation)

Underwritten by Morgan Stanley and Danske Bank

Breakdown of total funds to be raised, DKKbn

Equity raise

Subordinated bonds

Planning to issue ~DKK 2bn of subordinated debt in order to optimize capital position post transaction

Equity raise fully underwritten by Morgan Stanley and Danske Bank with firm commitment from TryghedsGruppen

Total financing amount will cover

‒ Price for acquired assets

‒ Costs, including restructuring, integration, separation and other transaction costs, of ~DKK 4.4bn pre-tax

‒ Separation costs partly relate to de-merger of Trygg-Hansa and Codan Norway out of RSA DK

Financing is calibrated to maintain strong capitalization post-closing

Total financing overview

25

4

TryghedsGruppen is highly supportive of the transaction participating with as much capital as possible

26

4

TryghedsGruppen has committed fully to support the transaction

Anticipated excess cash generation expected to enable increase in ownership following sell-

down to fund transaction involvement

Post transaction, TryghedsGruppen to be treated as an Insurance HoldCo under

Solvency II

Highly supportive of transaction……Yet solvency restrictions will limit

its initial participation……However long-term shareholding

expected to be above 50%

Current ownership

60%

Medium horizon

>50%

Board of Representatives voted definitively in favour of the transaction

1

3 Irrevocable undertaking to commit capital in fund-raising

TryghedsGruppen irrevocable commitmentExpected development in

TryghedsGruppen’s ownership1

~45%

At closing

1 In % of Tryg's NOSH

Reclassification as an Insurance HoldCo

2 Irrevocable undertaking to approve capital raise

TryghedsGruppen to be subject to solvency rules

1

2 Balance committing new capital with retaining robust solvency ratio

3 Irrevocable undertaking to:

- Commit ~DKK 6bn, with aim to increase to ~DKK 9bn following additional asset sales (for capital raise)

- Subscribe for further new shares in rights issue (in addition to above) on cash neutral basis

4 Sale of Tryg shares / pre-emptive rights expected to fund participation in rights issue

3 Financial Implications

1 Transaction Highlights and timetable

2 Deal and Transaction Structure

5 Concluding Remarks

4 Financing

28

Creating the largest Scandinavian non-life insurer

5

Significant long-term potential to increase ordinary dividend

ACCELERATE DIVIDEND CAPACITY

Increase earned premiums by~45%

ESTABLISH THE LARGEST NON-LIFE INSURER IN SCANDINAVIA:

Expected ~7% ROI and high teens EPS accretion1 by 2023

DELIVER VALUE FOR SHAREHOLDERS

Strengthen position in home markets

BECOME TOP 3 INSURER IN SWEDEN AND NORWAY:

Leverage Tryg’s proven experience and expertise to realise ~DKK 900m of potential pre-tax synergies by 2024

HARVEST SIGNIFICANT SYNERGIES:

Reap benefits across a balanced portfolio

DIVERSIFY BUSINESS AND LEVERAGE BEST PRACTICE:

A

B

D

E

F

C

1. EPS accretion is calculated before any impact from intangible amortization and such impact would not affect the company’s dividend-paying capacity

29

”Do you know the only thing that gives me pleasure?

It’s to see my dividends coming in.”

John D. Rockefeller

It is important to know your investment case

Appendix

Investor Presentation

Several items driving ROI and EPS accretion calculations

Return / nominator would include1:

Acquired run-rate earnings, adjusted for diligence findings

Transaction perimeter equals RSA Scandinavia (net of Intact’s 50% economic co-ownership of Denmark)

Run-rate synergies

Investment / denominator would include:

Consideration for SE, NO, and Tryg’s ownership share of DK, which in total equals £4.2Bn

After-tax integration & separation costs as well as all transaction costs

ROI

31

EPS accretion

Pro-Forma earnings would be based on1:

Acquired run-rate earnings, adjusted for diligence findings

Transaction perimeter equals RSA Scandinavia (net of Intact’s50% economic co-ownership of Denmark)

Run-rate synergies

EPS accretion is calculated before any impact from intangible amortization and such impact would not affect the company’s dividend-paying capacity

Pro-Forma share count

Rights Issue discount to TERP is irrelevant from a shareholder perspective (does not affect shareholder dilution, unlike in an ABO)

Standalone EPS will need to be adjusted by the bonus factor (IAS 33), offsetting the discount to TERP of the Rights Issue

1. Forward looking statements are not to be read as implying or guaranteeing actual future performance. For information only

Up to and including Closing

(Expected 1H 2021)

Post closing, pre SE+NO de-merger out of RSA Scandinavia

(Expected 2H 2021)

Post SE+NO de-merger

(Expected from 2022)

Accounting of RSA SE/NO

Equity accounted, i.e. premiums not reflected in top-line yet

Full consolidation

Accounting of RSA DK Equity accounted

Integration andSeparation Costs

Integration and separation costs to be booked largely in 2021

Transaction Costs All to be incurred ahead of or at closing

Several items impacting 2021 P&L

32

The deal is structured back-to-back where RSA SE and NO is sold on to Tryg and RSA DK is co-owned 50/50 on an economic basis

33

Step 1 Step 2 Step 3

Intact initiates and leads acquisition process towards RSA

Intact acquires RSA

Intact

RSA

DKUKCanada RoW

Denmark is co-owned(1)

RSA DK is #3 player and has demonstrated significant recent forward momentum

Co-ownership

DK

Intact Tryg

Intact sells RSA Sweden and Norway to Tryg, with RSA Denmark co-owned

Tryg buys SE and NO from Intact and DK will be co-owned with Intact on a 50/50 economic basis

Co-ownership DK

TrygSE

NO

Intact

Canada

UK

RoW

Post demerger of RSA Sweden and Norway from RSA Scandinavia Holding Company

NOSE

RSA DK will be co-owned with Intact on a 50/50 economic basis

1 Intact will have responsibility for the operation and management of RSA's Danish Business (subject to protections consistent with Tryg's non-controlling interest in RSA's Danish Business

34

Trygg-Hansa deep-dive: Strong historical performance with increasing topline and improving profitability

1 Includes Holmia in Personal Lines. Holmia is a fully owned subsidiary of Codan A/S operating in the life insurance market. Holmia assumed fixed share of total Swedish SFCR numbers in FY16-FY19 based on statutory accounts

2 In FY16 and FY17 there are large differences of ~DKK 477m and ~DKK 398m in aggregate, for the sum of all 3 geographies, between the underwriting result presented in the SFCR with the technical result disclosed in the statutory accounts

Sweden Total1

DKKm, unless

stated otherwise

2016 (SFCR) 2017 (SFCR) 2018 (SFCR) 2019 (SFCR)

NPE (DKKm)

Net Combined Ratio

Y/Y NPE Growth (Local

currency)

Technical Result (DKKm)2

Exchange rate (DKK/SEK)

9,293 9,226 8,909 8,810

11,816 11,955 12,264 12,489

76.5% 78.9% 76.5% 73.1%

1.2% 2.6% 1.8%

2,099 1,872 2,011 2,338

1.27 1.30 1.38 1.42

NPE(Local

currency, m)

Codan NO deep-dive: Focus on operational performance will ensure improved profitability

1 In FY16 and FY17 there are large differences of ~DKK 477m and ~DKK 398m in aggregate, for the sum of all 3 geographies, between the underwriting result presented in the SFCR with the technical resultdisclosed in the statutory accounts

DKKm, unless

stated otherwise

1,358 1,420 1,058 1,098

1,695 1,781 1,398 1,449

97.6% 104.0% 116.9% 108.8%

5.1% -21.5% 3.6%

31 (54) (179) (96)

1.25 1.25 1.29 1.32

35

NPE (DKKm)

NPE(Local

currency, m)

Net Combined Ratio

Y/Y NPE Growth (Local

currency)

Technical Result (DKKm)1

Exchange rate (DKK/SEK)

Norway Total

2016 (SFCR) 2017 (SFCR) 2018 (SFCR) 2019 (SFCR)

THANK YOU

Legal Disclaimer

37

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Transaction, and other information published by Bidco,

Intact, Tryg and/or RSA contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on

historical facts, but rather on current expectations and projections of the management of Bidco, Intact, Tryg and/or RSA (as applicable) about future events, and are therefore subject to risks

and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Transaction on Bidco, Intact, Tryg and RSA (including their future

prospects, developments and strategies), the expected timing and scope of the Transaction and other statements other than historical facts. Often, but not always, forward-looking statements

can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates",

"forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should",

"would", "might" or "will" be taken, occur or be achieved (or, in each case, their negative or other variations). Although Bidco, Intact, Tryg or RSA (as applicable in relation to forward-looking

statements relating to each of them or their respective affiliates) believe that the expectations reflected in such forward-looking statements are reasonable, none of Bidco, Intact, Tryg or RSA

(as applicable) can give assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and

depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by

such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions

on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits

from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco, Intact, Tryg and RSA operate, weak, volatile

or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco,

Intact, Tryg and RSA operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from

those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco, Intact, Tryg, or RSA, nor any of their

respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking

statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory

obligations, none of Bidco, Intact, Tryg, or RSA is under any obligation, and Bidco, Intact, Tryg and RSA expressly disclaim any intention or obligation, to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART OR INTO THE UNITED STATES

This document is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from the registration

requirement of the U.S. Securities Act of 1933. There will be no public offering of securities in the United States