Director/PDMR Shareholding

1.

Name of the issuer

Friends Life Group Limited

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

Notification relates to (i) above

3.

Name of person discharging managerial

responsibilities/director

Rosie Harris

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

N/A

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial

interest 1

Notification relates to the Director/PDMR named in 3

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

Ordinary Shares

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

Yorkshire Building Society (Friends Life Group plc SIP)

8.

State the nature of the transaction

Share Incentive Plan purchase

9.

Number of shares, debentures or financial

instruments relating to shares acquired

29 shares

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

0.000002%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

NIL

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

N/A

13.

Price per share or value of transaction

£4.289988 per share

14.

Date and place of transaction

6 March 2015, London

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

1,317 shares / 0.0001%

16.

Date issuer informed of transaction

6 March 2015

17.

Date of grant

N/A

18.

Period during which or date on which exercisable

N/A

19.

Total amount paid (if any) for grant of the option

N/A

20.

Description of shares or debentures involved (class and number)

N/A

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

N/A

22.

Total number of shares or debentures over which options held following notification

N/A

23.

Any additional information

A notification under Rules 8.1, 8.2 and 8.4 of the Takeover Code, detailing share purchases made by Andy Briggs under the Friends Life Group plc SIP, has been released simultaneously to this notification.

24.

Name of contact and telephone number for queries

Victoria Hames

Company Secretary

Tel: 0845 641 7844

Overseas: +44 (0)1306 871844

Name of authorised official of issuer responsible for making notification

Victoria Hames, Company Secretary

Date of notification

9 March 2015

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.