Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Friends Life Group Limited

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

No

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

No

An event changing the breakdown of voting rights

No

Other (please specify):

No

3. Full name of person(s) subject to thenotification obligation: iii

Invesco Limited

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

18 December 2014

6. Date on which issuer notified:

18 December 2014

7. Threshold(s) that is/are crossed orreached: vi, vii

10%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary NPV

GG00B62W237

152,615,689

152,615,689

138,182,511

9.81%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

138,182,511

9.81%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Invesco Asset Management Limited - 110,028,398

Invesco Global Asset Management Limited - 239,458

Invesco Hong Kong Limited - 1,642,995

Invesco GT Management Limited - 26,060,494

Invesco Asset Management GmbH Deutschland - 80,976

Invesco Asset Management Japan - 14,920

Invesco PowerShares Capital Management LLC - 115,270

Proxy Voting:

10. Name of the proxy holder:

Invesco Limited

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

14. Contact name:

Philippa Sadler

15. Contact telephone number:

01491 417 000