Result of AGM

Ordinary Resolutions

For

Against

Votes Total

Withheld

Resolution 1:

To receive the Directors' Report and Accounts for the financial year ended 31 December 2011 together with the report of the auditors.

1,021,231,850

50,792

1,021,282,642

10,573,336

Resolution 2:

To approve the Directors' Remuneration Report for the financial year ended 31 December 2011.

831,518,246

88,194,443

919,712,689

112,135,405

Resolution 3:

To re-appoint Ernst & Young LLP as auditors of the Company until the conclusion of the next Annual General Meeting of the Company.

1,017,026,953

13,749,436

1,030,776,389

1,081,089

Resolution 4:

To authorise the Board to determine the remuneration of the auditors for 2012.

1,027,486,159

3,273,383

1,030,759,542

1,096,140

Resolution 5:

To re-elect Jacques Aigrain as a Director of the Company.

1,018,941,130

2,247,647

1,021,188,777

10,668,694

Resolution 6:

To re-elect Gerardo Arostegui as a Director of the Company.

1,018,864,534

2,884,025

1,021,748,559

10,108,912

Resolution 7:

To re-elect Michael Biggs as a Director of the Company.

1,003,123,240

18,068,287

1,021,191,527

10,663,567

Resolution 8:

To re-elect Mel Carvill as a Director of the Company.

1,018,662,739

3,095,228

1,021,757,967

10,099,504

Resolution 9:

To re-elect Fergus Dunlop as a Director of the Company. 

1,012,773,734

8,413,948

1,021,187,682

10,669,436

Resolution 10:

To re-elect Phil Hodkinson as a Director of the Company.

997,187,575

23,909,924

1,021,097,499

10,759,972

Resolution 11:

To re-elect Denise Mileham as a Director of the Company.

1,018,573,732

3,185,371

1,021,759,103

10,098,347

Resolution 12:

To re-elect Peter Niven as a Director of the Company.

892,046,473

129,050,098

1,021,096,571

10,760,894

Resolution 13:

To re-elect Gerhard Roggemann as a Director of the Company.

1,018,879,510

2,873,632

1,021,753,142

10,102,033

Resolution 14:

To re-elect Tim Wade as a Director of the Company.

1,003,198,586

17,890,901

1,021,089,487

10,766,216

Resolution 15:

To approve the election of Andy Briggs as a Director of Friends Life Group plc.

1,030,429,377

210,382

1,030,639,759

1,215,629

Resolution 16:

To approve the election of Peter Gibbs as a Director of Friends Life Group plc.

1,030,415,845

206,789

1,030,622,634

1,231,475

Resolution 17:

To approve the election of Mary Phibbs as a Director of Friends Life Group plc.

1,028,870,164

1,760,709

1,030,630,873

1,225,568

Resolution 18:

To approve the election of Tim Tookey as a Director of Friends Life Group plc.

1,030,417,338

200,216

1,030,617,554

1,237,408

Resolution 19:

To approve the re-election of Clive Cowdery as a Director of Friends Life Group plc.

1,029,193,836

1,449,221

1,030,643,057

1,212,605

Resolution 20:

To approve the re-election of John Tiner as a Director of Friends Life Group plc.

1,021,572,166

1,469,836

1,023,042,002

8,813,107

Resolution 21:

To declare a final dividend of 13.42p per share on the Ordinary Shares of the Company.

1,030,520,507

242,493

1,030,763,000

1,060,036

Resolution 22:

To authorise the Board to issue Ordinary shares in accordance with Article 4.3 of the Articles of Incorporation of the Company.

1,005,396,632

16,941,244

1,022,337,876

9,512,508

Special Resolutions

Resolution 23:

To authorise the Board to dis-apply pre-emption rights in accordance with Article 4.12 of the Articles of Incorporation of the Company.

1,027,924,742

2,310,665

1,030,235,407

1,620,337

Resolution 24:

To authorise the Board to make market acquisitions of Ordinary Shares.

1,030,520,404

203,486

1,030,723,890

1,131,483