Court and General Meeting Results

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

For immediate release

19 June 2017

Aberdeen Asset Management PLC

Results of Court Meeting and General Meeting

Aberdeen Asset Management PLC ("Aberdeen") is pleased to announce that at the Court Meeting and General Meeting held today in connection with the proposed recommended all-share merger (the "Merger") of Aberdeen with Standard Life plc ("Standard Life"), intended to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all of the resolutions put to shareholders were passed by the requisite majorities.

Simon Troughton, Chairman of Aberdeen Asset Management PLC, comments:

"We are pleased with the overwhelming support Aberdeen shareholders have shown for the proposed merger. They recognise the strategic and financial rationale of the transaction which will create the UK's largest active asset manager and one of the top 25 globally. The two businesses' investment capabilities and distribution channels are highly complementary and by combining them we are well positioned to compete in an evolving global market environment. The strengths of the combined businesses in multi-asset and solutions, alternatives and active specialities, such as emerging markets, are strongly aligned to the needs of clients now and in the future. The new company will have a robust balance sheet and diverse revenue streams, by asset class and distribution channel. This will facilitate investment in the business to support long-term growth and shareholder returns.

"Today represents another landmark for Aberdeen, which started 34 years ago as a £70million investment trust and grew to become a world-renowned asset manager managing billions of assets and employing thousands of people around the globe. This deal opens up significant opportunities across all facets of Aberdeen's business and is an important step towards realising the company's ambition of creating a world-class investment business with a truly global footprint."

Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document posted to, amongst others, Aberdeen shareholders on 9 May 2017 (the "Scheme Document").

The number of Scheme Shares in issue at 6.30 p.m. London time on 15 June 2017 (being the "Voting Record Time") was 1,317,914,440.

Results of the poll at the Court Meeting held on 19 June 2017 are set out below.

Voting results of the General Meeting

Results of the poll at the General Meeting held on 19 June 2017 are set out below.

*A vote withheld is not a vote in law and counts neither "For" nor "Against" the special resolution.

Effective Date and Timetable

Completion of the Merger remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the sanction of the Scheme by the Court of Session. The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 13 - 14 of the Scheme Document. Each of the dates set out in the expected timetable remains subject to change. If any of the key dates set out in the timetable change, Aberdeen will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on its website at www.aberdeen-asset.com.

A copy of the special resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in certain jurisdictions) on the Aberdeen website at www.aberdeen-asset.com.

Enquiries:

Aberdeen

James Thorneley, Head of Corporate Communications +44 20 7463 6323

Shelley Fishwick, Group Investor Relations +44 20 7463 6327

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Aberdeen)

Conor Hillery +44 20 7742 4000

Dwayne Lysaght

Edward Squire

James Robinson

Credit Suisse International (Financial Adviser and Corporate Broker to Aberdeen)

Hamish Summerfield +44 20 7888 8888

Andrew Forrester

Joe Hannon

Samie Zare

Cenkos Securities PLC (Corporate Broker to Aberdeen)

Nicholas Wells +44 207 397 8900

Elizabeth Bowman

Jeremy Osler

Maitland (Public Relations Adviser to Aberdeen)

Neil Bennett +44 207 379 5151

Kate O'Neill

Important Notices

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Aberdeen for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Aberdeen for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Merger, the content of this announcement or any matter referred to herein. None of Credit Suisse and any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Cenkos Securities PLC ("Cenkos"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Aberdeen for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Merger or any other matters referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The contents of this announcement are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the contents of this announcement, you should consult your own appropriately authorised legal adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Notice to Overseas Shareholders

The laws of other relevant jurisdictions may affect the availability of the Scheme and/or the New Shares to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to receive New Shares under the terms of the Scheme, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility and liability for the violation of such restrictions by any person.

The Scheme is not being made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Scheme is not capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it into or from a Restricted Jurisdiction. In the event that the Scheme is implemented by way of an Offer and extended into the US, Standard Life will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto.

Additional Information for US investors

The Scheme relates to the shares of a Scottish company and it is proposed to be made by means of a scheme of arrangement provided for under the law of Scotland. Aberdeen is a Scottish company that is a "foreign private issuer" as defined under Rule 3b-4 of the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act or the prospectus rules under the US Securities Act. Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation, tender offer and prospectus rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies. However, if Standard Life were to elect to implement the Merger by means of an Offer, such Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Offer would be made in the US by Standard Life and no one else. In addition to any such Offer, Standard Life, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Aberdeen outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

The New Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom.

The New Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Shares received by Aberdeen Shareholders whose shareholding is of a size such that they will be deemed to constitute an affiliate of Standard Life after the Effective Date will be subject to the limitations on transfer imposed upon securities held by affiliates by US securities laws.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Aberdeen will advise the Court that its sanctioning of the Scheme will be relied upon by Standard Life and Aberdeen as an approval of the Scheme following a hearing on its fairness at which all Aberdeen Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such Shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The receipt of New Shares by a US Holder (as defined in the Scheme Document) as consideration for the transfer of its Scheme Shares pursuant to the Scheme is expected to be a taxable transaction for US federal income tax purposes. Accordingly, a US Holder will generally be required to recognise gain or loss in an amount equal to the difference between its tax basis in the Scheme Shares and the fair market value of the New Shares received (plus any cash received in lieu of fractional entitlements to a New Share), both amounts determined in US dollars. If Aberdeen is currently or has been a passive foreign investment company ("PFIC") for any taxable year in which a Scheme Shareholder that is a US Holder has held Scheme Shares, any gain recognized will generally be treated as ordinary income and may be subject to an additional tax. Each US Holder is urged to consult its own appropriately authorised independent professional adviser immediately regarding the US federal, state and local and non-US tax consequences of the Scheme applicable to it.

Additional Information for Japanese investors

The New Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan. Accordingly, the New Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into Japan, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and other relevant laws and regulations of Japan.

Forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Merger and other information published by Aberdeen and Standard Life may contain certain "forward-looking statements" with respect to Standard Life, the Standard Life Group, the Wider Standard Life Group, Aberdeen, the Aberdeen Group, the Wider Aberdeen Group or the Combined Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "project", "intend", "plan", "goal", "believe", "hope", "aim", "risks", "probably", "continue", "will", "may", "should", "would", "could", "seek", "objectives", "outlook" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Wider Standard Life Group, the Wider Aberdeen Group or the Combined Group and potential synergies resulting from the Merger; and (iii) the effects of government regulation on the business of the Wider Standard Life Group or the Wider Aberdeen Group or the Combined Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Standard Life or Aberdeen or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Standard Life and Aberdeen assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

All forward looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward looking statements.

For a discussion of important factors which could cause actual results to differ from forward looking statements relating to Aberdeen and the Aberdeen Group, refer to the Aberdeen 2016 Annual Report and Accounts. Additional risk factors that may affect future results of the Combined Group are contained in the Standard Life Prospectus and the Standard Life 2016 Annual Report. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, and more specifically: future exchange and interest rates and the performance of financial markets generally; the policies and actions of regulatory authorities; the impact of competition, inflation and deflation; experience in particular with regards to mortality and morbidity trends; lapse rates and policy renewal rates; the impact of changes in capital, solvency or accounting standards; changes in tax rates; the timing, impact and other uncertainties of future business combinations or dispositions within relevant industries; and other legislation and regulations in the jurisdictions in which the Wider Standard Life Group or the Wider Aberdeen Group and their respective affiliates operate now or in which the Combined Group will operate in the future. These factors expressly qualify all forward looking statements contained in this announcement and should also be considered by the reader before the reader takes any action in respect of the Merger.

None of Aberdeen or any of its 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 (including the information incorporated by reference into this announcement) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Other than in accordance with the legal or regulatory obligations applicable to it (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), Aberdeen is not under any obligation and Aberdeen expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Publication and availability of this announcement 

A copy of this announcement (and all information incorporated into this announcement by reference to another source), is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Aberdeen's website at www.aberdeen-asset.com. For the avoidance of doubt, the contents of the websites referred to in this announcement, or of any websites accessible from hyperlinks on such websites, are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Shareholder Helpline on 0333 207 6542 from within the UK or +44 121 415 0826 if calling from outside the UK between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls made from mobile telephones and calls may be monitored or recorded for security and training purposes. Alternatively you can submit a request in writing to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. If you have received this announcement via Aberdeen's website or if you have agreed to receive communications from Aberdeen electronically, hard copies of this announcement will not be provided unless such a request is made.

Citibank N.A. manages an unsponsored ADR programme with respect to Aberdeen Ordinary Shares. Aberdeen is not party to this arrangement. Holders of Aberdeen ADRs should contact their depositary for information regarding the Scheme and how the Scheme consideration will be made available to them.

Those Aberdeen ADR Holders who hold their Aberdeen ADRs indirectly should make any such request through the bank, broker, financial institution, share plan administrator or other securities intermediary through which they hold their Aberdeen ADRs.

Information relating to Aberdeen Ordinary Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Aberdeen Ordinary Shareholders, persons with information rights and other relevant persons for the receipt of communications from Aberdeen may be provided to Standard Life during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Directors' responsibility statement

The Aberdeen Recommending Directors (as defined in the Scheme Document) accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the Aberdeen Recommending Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.