Result of General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE, NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES, AUSTRALIA OR JAPAN.

The NIL PAID RIGHTS, THE FULLY PAID RIGHTS, THE PROVISIONAL ALLOTMENT LETTERS and the NEW ORDINARY SHARES (COLLECTIVELY, THE "sECURITIES") have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVEREDin the United States unless they are registered under applicable law or exempt from registration. The Company does not intend to register any portion of the Rights Offer in the United States or to conduct a public offering of THE securities in the United States. Any offering of securities will be made by means of THE prospectus that may be obtained from the Company SUBJECT TO CERTAIN restricTIONS and WHICH containS detailed information about the Company and management as well as financial statements. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. The Company will not be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of the Act.

20 July 2010

For immediate release

Resolution Limited ("Resolution" or the "Company")

RESULT OF GENERAL MEETING

Resolution announces that at the General Meeting held today in relation to its recently announced proposed acquisition of AXA's UK Life Business and the associated Share Consolidation and fully underwritten Rights Issue (the "Transaction"), all of the Resolutions set out in the Notice of General Meeting contained in the Circular, which was published by the Company on 30 June 2010, were duly passed without amendment.

Accordingly the 1 for 30 Share Consolidation of the Company's Existing Ordinary Shares will take place at 8.00 a.m. tomorrow, 21 July 2010, on the basis of holdings of the Company's shares on the register as at the close of business today. 

The New Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights as set out in the Articles that currently attach to the Existing Ordinary Shares.

The passing of the Resolutions will also enable the Company to proceed with the Transaction. Accordingly, other than (subject to certain exceptions) in respect of Restricted Shareholders, Provisional Allotment Letters will be sent today to Qualifying Non-CREST Shareholders on the register as at close of business on 16 July 2010, and CREST stock accounts are expected to be credited with Nil Paid Rights in respect of New Ordinary Shares at 8.00 a.m. on 21 July 2010.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 5 August 2010. 

Application has been made to the UK Listing Authority and to the London Stock Exchange for 1,370,315,835 New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective and that dealings on the London Stock Exchange in the New Ordinary Shares (nil paid) will commence at 8.00 a.m. on 21 July 2010.

The results of the poll on each Resolution are set out below:

Copies of the Resolutions passed at the meeting have been submitted to the UK Listing Authority in accordance with paragraph 9.6.2 of the Listing Rules and will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (Tel: 020 7066 1000).

ENQUIRIES:

Forward-looking Statements

This Announcement may contain certain statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They include statements regarding the intentions, beliefs or current expectations of the Company and the Board of the Company concerning, among other things: (i) the Company's objective, acquisition and financing strategies, target return, results of operations, financial condition, capital resources, prospects, capital appreciation of the Company's ordinary shares and dividends; (ii) future deal flow and implementation of active management strategies; (iii) trends in the life assurance, general insurance, asset management, banking and diversified/general financial sectors in which the Company intends to invest; and (iv) anticipated financial and other benefits resulting from the potential acquisition, and the Company's plans and objectives following the potential acquisition. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, internal rate of return, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, internal rate of return, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. The Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Resolution Operations LLP

Resolution Operations LLP ("ROL") is a privately owned advisory and operating firm which provides services to the Company. ROL is part of the Resolution Group that also includes Resolution Capital Limited and Resolution Financial Markets LLP ("RFML"). Resolution Capital Limited facilitated the creation and initial public offering of the Company. RFML undertakes for ROL a range of activities that include working with investors to facilitate the direct placing of equity and debt with institutions.

Each of ROL and RFML is acting for the Company and no one else in connection with the matters referred to in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to such matters and will not be responsible to anyone (whether or not a recipient of this Announcement) other than the Company for providing the protections afforded to its clients or for providing advice in relation to any matters referred to in this Announcement.

Apart from any responsibilities and liabilities, if any, which may be imposed on ROL under FSMA or any regulatory regime established there under, neither ROL nor RFML, nor any other member of the Resolution Group, accepts any responsibility whatsoever, or makes any representation or warranty, express or implied, in relation to, the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, the Acquisition or the Rights Issue. Subject to applicable law, each of ROL, RFML and each other member of the Resolution Group accordingly disclaims all and any responsibility and liability, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

RBC Capital Markets and Barclays Capital

Each of Royal Bank of Canada Europe Limited (trading as RBC Capital Markets) and Barclays Capital (the investment banking division of Barclays Bank PLC) are authorised and regulated in the United Kingdom by the FSA, and are acting for the Company and no one else in connection with the Acquisition and the Rights Issue and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Acquisition or the Rights Issue and will not be responsible to anyone (whether or not a recipient of this Announcement) other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Acquisition or the Rights Issue or any other matter referred to in this Announcement.

Apart from any responsibilities and liabilities, if any, which may be imposed on RBC Capital Markets and Barclays Capital under FSMA or any regulatory regime established there under, neither RBC Capital Markets nor Barclays Capital accepts any responsibility whatsoever, or makes any representation or warranty, express or implied, in relation to, the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares, the Acquisition or the Rights Issue. Subject to applicable law, each of RBC Capital Markets and Barclays Capital accordingly disclaims all and any responsibility and liability, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

Important Notice

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company in relation to any matters referred to in this announcement in connection with the admission of the ordinary shares in the capital of the Company for the Official List of the Financial Services Authority and to trading on London Stock Exchange plc's main market for listed securities. The Prospectus is available from the Company's website, subject to certain restrictions, on the Investor Relations page at www.resolution.gg