Result of AGM

RESOLUTION

VOTESFOR*

%

VOTES AGAINST

%

TOTAL VOTES CAST

% OF ISSUED SHARE CAPITAL

VOTES WITHHELD**

1

Receipt of financial statements 2012

1,028,714,627

99.79

2,186,578

0.21

1,030,901,205

72.70

13,861,856

2

Approval of Directors' Remuneration Report 2012

932,618,710

89.53

109,016,919

10.47

1,041,635,629

73.45

3,125,882

3

Re-appointment of Ernst & Young LLP as auditors

1,028,903,135

99.81

1,977,422

0.19

1,030,880,557

72.69

13,882,743

4

Authority to set auditors' remuneration

1,043,138,226

99.85

1,539,662

0.15

1,044,677,888

73.67

84,155

5

Election of David Allvey as Director

1,029,433,837

99.84

1,695,934

0.16

1,031,129,771

72.71

13,633,725

6

Election of Andy Briggs as Director

1,043,191,439

99.86

1,439,845

0.14

1,044,631,284

73.66

131,317

7

Re-election of Mel Carvill as Director

1,043,006,007

99.84

1,637,205

0.16

1,044,643,212

73.66

119,955

8

Election of Clive Cowdery as Director

1,034,946,729

99.07

9,679,003

0.93

1,044,625,732

73.66

131,189

9

Election of Peter Gibbs as Director

1,043,198,109

99.86

1,425,885

0.14

1,044,623,994

73.66

139,046

10

Re-election of Phil Hodkinson as Director

WITHDRAWN

11

Election of Nick Lyons as Director

1,043,144,977

99.86

1,482,241

0.14

1,044,627,218

73.66

135,110

12

Election of Robin Phipps as Director

1,043,214,476

99.86

1,418,137

0.14

1,044,632,613

73.66

129,770

13

Election of Belinda Richards as Director

1,043,163,171

99.86

1,470,690

0.14

1,044,633,861

73.66

129,248

14

Election of Karl Sternberg as Director

1,043,160,507

99.86

1,454,888

0.14

1,044,615,395

73.66

148,203

15

Election of John Tiner as Director

1,038,297,731

99.40

6,315,228

0.60

1,044,612,959

73.66

149,405

16

Election of Tim Tookey as Director

1,043,125,893

99.86

1,480,931

0.14

1,044,606,824

73.66

156,343

17

Re-election of Tim Wade as Director

1,043,184,400

99.86

1,451,814

0.14

1,044,636,214

73.66

127,409

18

Election of Sir Malcolm Williamson as Director

1,027,307,963

98.34

17,305,265

1.66

1,044,613,228

73.66

149,631

19

Declaration of final dividend

1,040,904,684

99.75

2,604,697

0.25

1,043,509,381

73.58

1,251,916

20

Authority to allot shares

1,025,714,905

98.19

18,950,514

1.81

1,044,665,419

73.67

93,680

21

Amendment of rules of the Friends Life Group plc Deferred Share Award Plan 2010

1,025,400,236

99.75

2,539,044

0.25

1,027,939,280

72.49

16,823,805

22

Authority to establish future share plans outside the UK based on the above Deferred Share Award Plan

1,025,472,398

99.74

2,683,814

0.26

1,028,156,212

72.50

16,607,045

23

Amendment of rules of the Friends Life Group plc Long Term Incentive Plan

911,614,212

89.74

104,197,865

10.26

1,015,812,077

71.63

28,950,893

24

Approval of the Resolution Limited Sharesave Plan 2013

1,041,284,495

99.68

3,302,744

0.32

1,044,587,239

73.66

175,998

25

Authority to establish future share plans outside the UK based on the Resolution Limited Sharesave Plan

1,043,639,742

99.91

926,418

0.09

1,044,566,160

73.66

193,349

26

Dis-application of pre-emption rights***

1,041,514,270

99.78

2,343,716

0.22

1,043,857,986

73.61

903,480

27

Authority to make market acquisitions of ordinary shares***

1,044,452,371

99.98

214,578

0.02

1,044,666,949

73.67

93,457

28

Amendment of the Articles of Incorporation***

1,044,389,075

99.98

199,027

0.02

1,044,588,102

73.66

174,207