Publication of Scheme Document

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

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

9 May 2017

Recommended All-Share Merger

of

Standard Life plc and Aberdeen Asset Management PLC

Publication of Scheme Document

On 6 March 2017, Aberdeen Asset Management PLC (Aberdeen) and Standard Life plc (Standard Life) announced that they had reached agreement on the terms of a recommended all-share merger of Standard Life and Aberdeen, to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Merger).

Aberdeen is pleased to announce that the scheme document containing, among other things, the full terms and conditions of the Merger, an explanatory statement, and the actions to be taken by Aberdeen Ordinary Shareholders (the Scheme Document), is today being published and sent to Aberdeen Ordinary Shareholders together with the Forms of Proxy for the Aberdeen Court Meeting and the Aberdeen General Meeting.

The Scheme Document will be made available on Aberdeen's website at www.aberdeen-asset.com and Standard Life's website at www.standardlife.com. Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM/.

Aberdeen also notes Standard Life's announcement today of the publication of its prospectus and class 1 circular together with its forms of proxy in relation to the Merger. These are available for viewing at Standard Life's website at www.standardlife.com.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Notices of the Aberdeen Court Meeting and the Aberdeen General Meeting

Notices of the Aberdeen Court Meeting and the Aberdeen General Meeting, which are to be held at Bow Bells House, 1 Bread Street, London, EC4M 9HH on 19 June 2017, are set out in the Scheme Document. The Aberdeen Court Meeting will commence at 1.00 p.m. (UK time) and the Aberdeen General Meeting at 1.05 p.m. (UK time) (or, if later, as soon as the Aberdeen Court Meeting has concluded or been adjourned).

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to obtaining the approval of Aberdeen Ordinary Shareholders and the Court, and the satisfaction or, where applicable, the waiver of the other Conditions (as set out in the Scheme Document), the Scheme is expected to become effective on or around 14 August 2017.

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 Aberdeen's website at www.aberdeen-asset.com.

Enquiries:

Aberdeen

James Thorneley, Head of Corporate Communications +44 207 463 6323

Shelley Fishwick, Group Investor Relations +44 207 463 6327

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

Conor Hillery +44 207 742 4000

Dwayne Lysaght

Edward Squire

James Robinson

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

Hamish Summerfield +44 207 888 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, or 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 Merger 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 in this announcement.

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 vote their Aberdeen Ordinary Shares at the Aberdeen Court Meeting or the Aberdeen General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Aberdeen Ordinary Shares in respect of the Aberdeen Court Meeting or the Aberdeen General Meeting on their behalf, or 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 the Announcement, 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 Ordinary 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 Ordinary 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 Aberdeen Ordinary 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 consideration for the transfer of its Scheme Shares pursuant to the Scheme is expected to be a non-taxable transaction for US federal income tax purposes except for cash, if any, received in lieu of fractions of Scheme Shares. However, 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, the US Holder may be required to recognise all or part of its gain (but not its loss) in the Scheme Shares exchanged for New Shares. In such circumstances, the US Holder will generally be required to recognise all of its gain in the Scheme Shares unless Standard Life also is a PFIC for the taxable year that includes the Effective Date. Any gain recognised by a US Holder will generally be treated as ordinary income and may be subject to an additional tax. Scheme Shareholders that are US Holders will find a more detailed discussion at Part VI. 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, Standard Life and any of their respective 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), neither Aberdeen nor Standard Life is under any obligation and Aberdeen and Standard Life each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period. No accretion statements or statements as to the effect of the Merger on return of average capital employed should be construed as profit forecasts and are, therefore, not subject to the requirements of Rule 28 of the Code. No statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Standard Life, Aberdeen or the Combined Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Standard Life, Aberdeen or the Combined Group as appropriate.

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 and Standard Life's website at www.standardlife.com from the time this announcement is published. In addition, the Standard Life Prospectus will be available on Standard Life's website. 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, the Standard Life Prospectus and all information incorporated into this announcement by reference to another source 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, the Standard Life Prospectus and any document or information incorporated by reference into 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.

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.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are UK times. All dates and times are based on Aberdeen's and Standard Life's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Aberdeen Ordinary Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Aberdeen's and Standard Life's websites at www.aberdeen-asset.com and www.standardlife.com respectively.

Notes:

(1) The dates and times given are indicative only and are based on Aberdeen's current expectations and may be subject to change (including as a result of changes to the timetable for fulfilment of the regulatory and merger clearance approvals and/or changes to the Court timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Aberdeen Ordinary Shareholders by announcement through a Regulatory Information Service.

(2) Only those Aberdeen Ordinary Shareholders registered on the register of members of Aberdeen and those persons participating in an Aberdeen Share Scheme which results in them being eligible to vote at the Aberdeen Meetings as at 6.30 p.m. on 15 June 2017 will be entitled to vote at the Aberdeen Meetings. If either Aberdeen Meeting is adjourned, the Voting Record Time for the adjourned Aberdeen Meeting will be 48 hours (excluding non-working days) before the date set for the adjourned Aberdeen Meeting.

(3) The BLUE Form of Proxy for the Aberdeen Court Meeting may, alternatively, be handed to Aberdeen's Registrars, Equiniti, on behalf of the Chairman of the Aberdeen Court Meeting, before the start of the Aberdeen Court Meeting (or any adjournment thereof). However, if possible, Aberdeen Ordinary Shareholders are requested to lodge the BLUE Forms of Proxy (or the electronic equivalent) not later than 24 hours (excluding non-working days) before the time appointed for the Aberdeen Court Meeting.

(4) The WHITE Form of Proxy for the Aberdeen General Meeting (or the electronic equivalent) must be lodged with Aberdeen's Registrars, Equiniti, by no later than 1.05 p.m. on 16 June 2017 in order for it to be valid, or, if the Aberdeen General Meeting is adjourned to another day, not later than 24 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting. If the WHITE Form of Proxy is not returned by such time, it will be invalid.

(5) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Aberdeen Court Meeting.

(6) These times and dates are indicative only and will depend on, among other things, the dates upon which the Conditions are satisfied or (where permitted) waived.

(7) The Aberdeen Court Hearing to sanction the Scheme is to be held on such date as Aberdeen and Standard Life may agree and the Court may allow.

(8) This is the latest date by which the Scheme may become Effective unless Aberdeen and Standard Life agree, and (if required) the Court and the Takeover Panel allow, a later date.