Acquisition Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

3 September 2010

For immediate release

Resolution Limited ("Resolution" or the "Company")

Registered Office: Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands

Company Number: 49558

Update in relation to the acquisition of a majority of the AXA UK Life Business

FSA Approves Change in Control

Resolution is pleased to announce that the Financial Services Authority has given notice of its approval, subject to conditions, of the change in control applications submitted by Resolution in connection with the acquisition by Friends Provident Holdings (UK) Limited ("FPH"), a subsidiary undertaking of Resolution, of the majority of the AXA UK life business (the "Acquisition") pursuant to an agreement dated 24 June 2010 (the "Acquisition Agreement").

Following the successful completion of Resolution's rights issue and the satisfaction of other conditions contained in the Acquisition Agreement, FSA approval represents the satisfaction of the final condition to the Acquisition. The parties currently expect completion of the Acquisition to occur on 15 September 2010.

The terms of the Acquisition remain as announced on 24 June 2010.

Enquiries:

Investors Neil Wesley, Head of Investor Strategy Tel: +44(0)20 3372 2928

Media Alex Child-Villiers, Temple Bar Advisory Tel: +44(0)20 7002 1080

Notes to Editors:

About the FSA change in control approval, Resolution Limited and the Acquisition:

The FSA has approved Resolution's change in control applications with conditions relating to the quality and quantity of capital resources in, and the overall financial condition of, certain regulated entities within the enlarged FPH group. A summary of the FSA's final notice in respect of its approval of Resolution's change in control application will shortly be available on its website www.fsa.gov.uk.

Resolution is listed on the London Stock Exchange. Its objective is to acquire businesses and provide the public markets with a series of restructuring opportunities in the financial services industry in the UK and Western Europe. 

On 24 June 2010, the Boards of Resolution and AXA announced that they had reached agreement for the Acquisition. The Acquisition comprises the acquisition of all of the issued shares of AXA Sun Life Holdings Limited. FPH has also contracted to acquire the entire issued share capital of Winterthur Life UK Limited, following a post-completion reorganisation. Resolution currently expects to make the application for change in control in Winterthur Life UK Limited once the post-completion reorganisation is near completion.

Further details about Resolution and the Acquisition can be obtained from Resolution's prospectus and circular published in connection with the Acquisition and Resolution's recent rights issue. The prospectus and circular can be accessed (other than by certain overseas investors) at Resolution's website www.resolution.gg.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement is not for publication or distribution (directly or indirectly) to US persons or in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or Japan.

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Resolution's website at www.resolution.gg.