Response to FSA rules on externally managed co's

1 October 2012

Resolution Limited

Confirmation that the Company's premium listing will not be impacted by new FSA rules

Resolution Limited (the "Company") notes that the Financial Services Authority has introduced new rules with effect from today which mean that existing "externally managed companies" will be in breach of the Listing Rules and may therefore have their premium listing suspended or cancelled unless they change their external management arrangements by 31 December 2013.

The Company announced on 15 August 2012 that its Operating Agreement with Resolution Operations LLP will end on 10 December 2013 at the latest and that, subject to legal and regulatory processes (including a shareholder vote to change the Company's constitution),

executive management will join the Company's board of directors. On this basis, the Company is satisfied that the new rules will not impact its premium listing.

Enquiries:

Notes to Editors :

The Financial Services Authority ("FSA") has published the Listing, Prospectus and Disclosure Rules (Miscellaneous Amendments No 2) Instrument 2012, which contains details of changes to the Listing Rules, Prospectus Rules and Disclosure Rules and Transparency Rules sourcebooks of the FSA Handbook relating to the regulation of externally managed companies. The FSA rules can be accessed at http://media.fsahandbook.info/latestNews/2012_52.pdf. These changes followed the FSA's consultation earlier in the year (CP12/2) which the Company recognised could potentially affect its premium listing.

On 15 August 2012 the Company announced that the Operating Agreement under which Resolution Operations LLP has provided mergers and acquisitions, strategic and oversight services to the Company will end on 10 December 2013 at the latest and that the Company intends, subject to regulatory approvals, to streamline the boards of the Company and Friends Life Group plc and adopt a more conventional corporate governance structure, including through executive directors joining the Company's board. The Company also confirmed that it is committed to maintaining its premium listing and as a result of the changes announced saw no reasons why the outcome of CP12/2 would have a material impact on the Company.

A copy of this announcement is available, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on the Company's website at www.resolution.gg

Resolution Limited

The Company's ordinary shares were admitted to the Official List and to trading on the main market of the London Stock Exchange in December 2008. The Company transferred to a Premium Listing as it completed its first acquisition, Friends Provident Group plc, on 4 November 2009 and is subject to those provisions of the Listing Rules that apply to overseas companies with a Premium Listing. The Company completed its second acquisition, the majority of the AXA UK life business, on 15 September 2010. On 31 January 2011, the Company completed its third acquisition, the shares and business of Bupa Health Assurance Limited.

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