Resolution Ltd confirms scope as UK Life Project

28 November 2011

Resolution Limited

Resolution Limited confirms its scope as the UK Life Project

Resolution Limited ("the Company") was sponsored and established in 2008 by the Resolution Group with a broad mandate to engage in restructuring projects within the financial services industry in the UK and Western Europe, to be advised by Resolution Operations LLP ("ROL").

The Company is today announcing that, conditional only on receipt of shareholder approval, it has narrowed its scope of activities to its UK Life Project and entered into revised agreements governing its relationship with ROL and its affiliates (together, the "Resolution Group").

Summary

The Company, having undertaken a process of consultation with major shareholders, recognises that, while shareholders continue to support ROL's mandate to identify and bring new project proposals to the market, they would prefer any such new projects to be executed through separate investment vehicles established independently of the Company to avoid blending their returns with those of the Company's UK Life Project.

Accordingly, the Company announced in June that it would not undertake any additional restructuring projects until after the completion of the UK Life Project and that it had agreed a set of principles with the Resolution Group designed to achieve shareholders' objectives regarding future ROL projects.

The new arrangements involve the revision of the operating agreement and certain other agreements and arrangements between the Company and members of the Resolution Group to reflect the principles announced in June. The purpose of these amendments is to:

(a) ensure the ongoing commitment of ROL and the Resolution Group to secure a successful outcome for the Company's shareholders from the UK Life Project;

(b) ensure that the Company remains engaged with ROL in the identification and bringing to the market, through separate investment vehicles, of new proposals that do not conflict with the UK Life Project;

(c) allow for certain of ROL's costs in respect of investigating and developing new projects to be funded by the Company, subject to certain safeguards and limitations; and

(d) vary the veto rights the Company has in relation to ROL to reflect the proposed non-exclusive nature of its relationship with the Company and the significant expansion of the Resolution Group.

In accordance with the current operating agreement, and separately from these proposed amendments, the Company has also already agreed to a reduction in John Tiner's and Jim Newman's time commitment to the Resolution Group, while they maintain their existing time commitment to the Company itself. From the beginning of 2012, John Tiner and Jim Newman will work for an average of 3 days per week, their time commitment in any particular period being dependent on the needs of the Company.

Shareholder approval

Certain of the proposed revisions to the Company's agreements with the Resolution Group constitute related party transactions under the Listing Rules and as a result they are subject to, and conditional upon, the approval of the Company's shareholders.

A shareholder meeting to consider the proposed amendments will be held on 13 January 2012 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL, Channel Islands, starting at 11:00 a.m.

A circular (the "Circular") containing a summary of the amendments proposed to be made to the Operating Agreement and of the proposed terms of the new lock-up, together with a formal notice of the shareholder meeting, is available to view on the Company's website at http://www.resolution.gg (subject to certain restrictions relating to persons resident in restricted jurisdictions) andwill be posted to shareholders in due course.

In the opinion of the Board the proposed amendments to the arrangements between the Company and the Resolution Group are in the best interests of shareholders as a whole. The Board therefore unanimously recommends that shareholders vote in favour of the ordinary resolution to be proposed at the shareholder meeting, as each member of the Board intends to do in respect of his or her own beneficial holdings of the Company's shares which amount in total to 393,683 shares, representing approximately 0.03% of the shares currently in issue.

Further information

A copy of the Circular has been submitted to the National Storage Mechanism and will in due course be available for inspection at: www.Hemscott.com/nsm.do.

The UK Life Project is the Company's first restructuring project in the UK life assurance and asset management sector.

ROL is an FSA authorised UK limited liability partnership to which the Company has delegated certain functions, including the identification and assessment of acquisition opportunities and the design and execution of the restructuring process for acquired businesses. Its affiliates include Resolution Capital Limited and RCAP Guernsey LP, which hold shares in the Company and which are parties to the proposed new lock-up agreement.