Rule 2.10 Announcement

25 November 2014

Friends Life Group Limited

("Friends Life" or the "Company")

Confirmation of shares in issue

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Friends Life confirms that, as at the date of this announcement, it has in issue 1,409,052,028 ordinary shares of no par value (ISIN GG00B62W2327).

This change in issued share capital has arisen following the cancellation on 25 November 2014 of 2,925,000 ordinary shares in the Company, which were repurchased over the period 17 November 2014 to 21 November 2014.

This figure represents the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

- Ends -

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