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1 IRREVOCABLE SUBSCRIPTION UNDERTAKING TO: Tryg A/S

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1 IRREVOCABLE SUBSCRIPTION UNDERTAKING TO: Tryg A/S EXECUTION VERSION IRREVOCABLE SUBSCRIPTION UNDERTAKING TO: Tryg A/S Klausdalsbrovej 601 2670 Ballerup Denmark ("Tryg") and Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom ("Morgan Stanley") and Danske Bank A/S Holmens Kanal 2 - 12 DK-1092 Copenhagen Denmark ("Danske Bank" and together with Morgan Stanley, the "Underwriters") FROM: TryghedsGruppen SMBA Hummeltoftevej 49 2830 Virum Denmark (the "Foundation", "us", "we") Date: 18 November 2020 1 RECOMMENDED CASH OFFER TO ACQUIRE RSA INSURANCE GROUP PLC AND RIGHTS ISSUE IN TRYG A/S 1.1 We understand that Tryg together with Regent Bidco Limited (“Bidco”) and Intact Financial Corporation ("Intact") contemplate an acquisition by Bidco of the entire issued and to be issued share capital of RSA Insurance Group plc ("RSA") (the "Acquisition") by way of court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (including any new, increased, renewed or revised scheme of arrangement) (the ''Scheme''). In connection with the Acquisition, 1 Intact and Tryg have entered into a Separation Agreement with respect to the Scandinavia Sepa- ration, on the terms and conditions as summarised in the draft announcement attached to this irrevocable undertaking as Appendix 1.1 (the ''Rule 2.7 Announcement''), together with such additional terms and conditions as may be required by the Applicable Requirements (as defined in Clause 1.3 below) or as may be agreed in writing between Tryg, Intact, Bidco and RSA provided that such additional terms shall not increase Foundation's payment obligations under this irrevoca- ble undertaking or change the consideration contributed by Tryg to the Acquisition as indicated in the Rule 2.7 Announcement without the Foundation's prior consent. 1.2 Capitalised terms not otherwise defined in this irrevocable undertaking shall have the meaning given to them in the Rule 2.7 Announcement. 1.3 The ''Applicable Requirements'' shall mean the requirements of the Takeover Code, the Panel, any applicable law, the Court, the Companies Act, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules, the rules and regulations of the London Stock Exchange and/or the requirements of any other relevant regulatory authority (as applicable). 1.4 We also understand that, with the consent of the Panel and subject to the terms of the Co-operation Agreement, the Acquisition may be implemented by means of a takeover offer (as such term is defined in Chapter 3 of Part 28 of the Companies Act (including, subject to Clause 1.1, any new, increased, renewed or revised takeover offer) (the ''Takeover Offer''). 1.5 To finance its participation in the Acquisition, Tryg is contemplating an issue and offering of new shares (the "New Shares") issued with pre-emptive subscription rights (the "Pre-emptive Rights") for Tryg’s existing shareholders (the "Existing Shareholders") to raise total gross pro- ceeds of up to DKK 36.98 billion (the "Rights Issue"). The number of New Shares as well as the subscription price for the New Shares will be determined immediately prior to publication of the Prospectus (as defined below). 1.6 The Underwriters will provide an equity standby underwriting commitment to underwrite any New Shares not subscribed for by the exercise of Pre-emptive Rights for an amount up to DKK 36.98 billion (the "Standby Underwriting Commitment"). 1.7 Prior to the launch of the Rights Issue, Tryg will hold an extraordinary general meeting (the ''Ex- traordinary General Meeting", such term shall include any adjournment thereof) to adopt the resolutions required to issue the New Shares and the Pre-emptive Rights in the Rights Issue. 1.8 The Rights Issue shall be made on the basis of a prospectus to be prepared in accordance with the EU Prospectus Regulation (Regulation (EU) 2017/1129), the Commission Delegated Regulation (EU) 2019/979 and the Commission Delegated Regulation (EU) 2016/301, and to be approved by the Danish Financial Supervisory Authority prior to launch of the Rights Issue (the "Prospectus"). 2 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 2.1 Subject to the release of the Rule 2.7 Announcement by 6.30 p.m. (London time) on 18 November 2020 (or such later time and/or date as as Intact, Tryg, Bidco, RSA and we may agree), for the benefit of Tryg and each of the Underwriters, we irrevocably and unconditionally undertake to and represent and warrant that: (A) as at the date of this irrevocable undertaking, we are the legal and beneficial owner of 181,288,181 shares in Tryg of nominal value of DKK 5 each, and can exercise or procure the exercise of 90,644,090,500 voting rights, in aggregate (the ''Foundation Shares''); (B) as at the date of this irrevocable undertaking, neither we nor any of our subsidiaries (other than Tryg and its subsidiaries) nor, to the best of our knowledge our other affiliates (other than Tryg and its subsidiaries) own or are otherwise interested in, and are not otherwise able to control the exercise of voting rights or other rights attaining to, any shares or other securities of Tryg or its subsidiaries other than the Foundation Shares; (C) until the first day of trading of the New Shares in the ISIN code of the existing Tryg shares, we shall (save for the sales of: (i) up to 21,149,745 Foundation Shares in aggregate (representing 7.00% of the issued ordinary share capital of Tryg as at the date hereof) after the date of the Rule 2.7 Announcement, and (ii) any excess Pre-emptive Rights representing Foundation Shares which are not required for us to adhere to our obligations to subscribe for New Shares under this irrevocable undertaking, in each case in one or more placings to finance the subscription for New Shares by the exercise of Pre-emptive Rights as contemplated in Clauses 3.1(E) and 3.1(F) below, respectively), not sell, transfer, dispose of, charge, pledge, encumber, grant any option over or otherwise dispose of or permit the lending, sale, transfer, disposal of, lien, charging, pledging or other disposition or creation or grant of any other en- cumbrance, option or right of or over all or any of such Foundation Shares or interest in such Foundation Shares, including to not enter into any derivative, swap (whether synthetic or with physical settlement) or other agreement or transactions, in whole or in part, directly or indi- rectly, having a similar economic effect as any of the foregoing, nor enter into any agreement or arrangement (whether conditional or not) to do any of the foregoing, nor accept (or permit to be accepted) any offer in respect of all or any of the Foundation Shares. We acknowledge and agree that the purpose of any sale of Tryg shares or rights allowed under this irrevocable undertaking, or rights relating to such shares, shall be to enable us to apply the net proceeds from such sale to subscribe for the maximum number of New Shares through the exercise of our Pre-emptive Rights allocated in the Rights Issue, and that the entire net proceeds from such sale shall be used to subscribe for New Shares; (D) we will refrain from entering into any agreement or arrangement or permitting any agreement or arrangement to be entered into or incurring any obligation or permitting any obligations to arise which would or might preclude us from complying with our obligations under this irrevo- cable undertaking; (E) we have been given a realistic opportunity to consider whether we should give this irrevocable undertaking and we have received independent advice about the nature of this irrevocable undertaking. We recognise and acknowledge that if we should fail to comply with our obliga- tions and undertakings hereunder, damages may not be an adequate remedy and that an order or injunction for specific performance or other equitable remedy may be the only adequate remedy for such breach; (F) we have full power and authority and the right (free from any legal or other restrictions) and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this irrevocable undertaking in accordance with its terms; (G) we have obtained all consents, approvals and authorisations required by us (including any approvals from the Danish Business Authority) in connection with the entry into and perfor- mance of our obligations under this irrevocable undertaking and all such consents, approvals and authorisations are in full force and effect; (H) we will provide all such information to Tryg and the Underwriters in relation to our interest in the Foundation Shares and any other shares in Tryg of which we are the registered holder and/or the beneficial owner as are reasonably required for the purposes of or in connection with the Acquisition, the Extraordinary General Meeting and/or the Rights Issue; (I) we shall, on an ongoing basis, keep Tryg and the Underwriters informed of any considerations or developments relating to transactions of any nature involving the Foundation Shares that would be relevant to the Underwriters or any other material developments relating to us of which we become aware in connection with the Acquisition and/or Rights Issue (including the process and timing of the same) and which may have a material impact on the Acquisition and/or the Rights Issue, and acknowledge that Tryg shall be entitled to share any such infor- mation with Intact, Bidco, RSA and Barclays Bank Plc in relation to the same; (J) we shall co-operate with Tryg in connection with any filing,
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