Exhibit 99.2
22 May 2006
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING HELD ON 22 MAY 2006
All of the resolutions proposed at the Annual General Meeting held on the above date were approved by attending shareholders on a show of hands. The decisions of the attending shareholders were endorsed by the proxy votes cast. A summary of the proxy votes is shown below:
Resolution | For | Discretionary | Against | Vote Withheld | ||||
1. To adopt the 2005 Report & Accounts | 1,796,818,683 | 1,575,135 | 1,794,974 | 40,440,629 | ||||
2. To declare a final dividend | 1,838,933,051 | 1,576,183 | 74,111 | 46,076 | ||||
3. To re-appoint the auditors and authorise the directors to fix their remuneration | 1,793,393,337 | 1,613,713 | 42,360,524 | 3,261,847 | ||||
4. To re-appoint John Napier as a director | 1,822,521,666 | 1,739,566 | 16,021,258 | 346,931 | ||||
5. To re-appoint Andy Haste as a director | 1,830,507,473 | 1,730,802 | 8,071,812 | 319,334 | ||||
6. To re-appoint Bridget McIntyre as a director | 1,830,293,796 | 1,771,045 | 8,216,592 | 347,988 | ||||
7. To approve the Remuneration Report | 1,784,111,916 | 1,903,687 | 54,002,432 | 611,386 | ||||
8. To approve the Royal & Sun Alliance Insurance Group plc 2006 Long Term Incentive Plan | 1,783,549,232 | 2,094,670 | 28,129,468 | 26,856,051 | ||||
9. To authorise the Company to make donations to EU political organisations and incur EU political expenditure | 1,791,960,771 | 2,059,219 | 45,685,800 | 923,631 | ||||
10. To authorise the directors to allot unissued shares | 1,820,308,810 | 1,975,603 | 17,818,948 | 526,060 | ||||
11. To disapply in part shareholders' pre-emption rights | 1,826,840,247 | 2,066,174 | 10,928,667 | 794,333 | ||||
12. To authorise the Company to make market purchases of its own ordinary shares | 1,836,613,647 | 1,926,537 | 821,280 | 1,267,957 |
Issued ordinary share capital as at 22 May 2006: 2,936,032,168