Statement re. Possible Acquisition

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

The securities referred to herein 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 in 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 securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from the Company and will contain 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.

14 June 2010

For immediate release

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

POSSIBLE ACQUISITION OF MAJORITY OF AXA's UK LIFE ASSURANCE BUSINESSES

Resolution confirms that it is in discussions regarding the potential acquisition of the majority of AXA's UK life assurance businesses by Resolution. The businesses to be acquired are AXA's UK operations in the risk areas of protection and annuities and also its group pensions business. Total consideration under discussion is £2.75 billion, which is expected to be funded by a pre-emptive rights issue by Resolution of approximately £2 billion, £0.5 billion of Deferred Consideration Notes issued to AXA and also by acquisition bank debt.

Resolution intends to merge the acquired AXA businesses with its Friends Provident operations. The Board of Resolution believes that the businesses are complementary and have a good operational fit, offering the opportunity to create one of the UK's largest providers of protection products and group pensions and accelerating Friends Provident's strategy in annuities. The enlarged business would also have well-diversified distribution channels, through IFAs, direct sales, bancassurance and other sales partners.

Through its UK Life Project, Resolution is targeting the creation of a leading UK life assurance business with scale, market presence and a strong focus on generating sustainable cash-based returns for investors over the longer term.

The Board of Resolution believes that the possible transaction would result in:

 ·; the realisation of significant cost synergies, principally from rationalisation in the areas of sales and marketing, overheads, operations and support costs, taking into account the partially outsourced nature of AXA's UK business;

 ·; improved cash flow and dividend prospects from the emergence of cash across the combined business, principally, from management of new business strain, financial restructuring, delivery of financial synergies, and from expected releases, over time, from AXA's UK's reattributed inherited estate; 

 ·; an attractive blended average acquisition price for AXA's UK Life Business and Friends Provident as a percentage of market consistent embedded value;

 ·; potential revenue synergies from enhanced annuity capture over time; and

 ·; the delivery of returns that the Board believes should be consistent with its target of a mid-teens percentage gross internal rate of return over the medium term for the project.

If the acquisition is agreed, it would be classified as a reverse takeover of Resolution under the UK Listing Rules. Accordingly, Resolution has requested trading in its ordinary shares be suspended before the London Stock Exchange's main market opens this morning.

Resolution is targeting an announcement of any transaction before the end of June. There is no certainty these discussions will result in a transaction being signed or, if signed, that the transaction will ultimately be completed.

If agreed, this transaction will be subject to a number of conditions including shareholder approval and the receipt of regulatory approvals.

Commenting on the potential transaction, John Tiner, CEO of Resolution Operations LLP, said:

"This acquisition would build strong momentum in Resolution's life assurance consolidation project and provides a range of options for further activity."

ENQUIRIES:

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 any prospectus to be published by the Company in relation to any matters referred to in this announcement in due course 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. 

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 Resolution and the Board of Resolution 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 is a privately owned advisory and operating firm which provides services to Resolution Limited. Resolution Operations LLP is part of the Resolution Group that also includes Resolution Capital Limited and Resolution Financial Markets LLP. Resolution Capital Limited facilitated the creation and initial public offering of Resolution Limited.

Resolution Financial Markets LLP undertakes for Resolution Operations LLP a range of activities that include working with investors to facilitate the direct placing of equity and debt with institutions.

Resolution Operations LLP 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 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.