Update on Governance Changes

Resolution Limited

19 October 2012

RESOLUTION LIMITED

UPDATE ON GOVERNANCE CHANGES

Resolution Limited (the "Company") announces today further details of its proposals to move to a more conventional, simplified corporate governance structure.

The Company announced on 15 August 2012 that the boards of the Company and the main UK holding company for its regulated insurance group, Friends Life Group plc ("FLG"), would be streamlined, with individuals from both current boards joining the board of the Company.

The Company is now pleased to confirm that the following individuals from the RSL and FLG boards and Resolution Operations LLP ("ROL") will be the directors of the Company:

Mike Biggs, Non-Executive ChairmanSir Malcolm Williamson, Non-Executive Deputy Chairman

Andy Briggs, Group CEO

Tim Tookey, Group CFO

David Allvey, Independent Non-Executive

Mel Carvill, Independent Non-Executive

Clive Cowdery, Non-Executive

Peter Gibbs, Independent Non-Executive

Phil Hodkinson, Independent Non-Executive

Nick Lyons, Independent Non-Executive

Robin Phipps, Independent Non-Executive

Belinda Richards, Independent Non-Executive

Karl Sternberg, Independent Non-Executive

John Tiner, Non-Executive

Tim Wade, Independent Non-Executive

The Company expects to appoint an additional independent non-executive director, not drawn from either of the existing RSL and FLG boards, in due course.

Whilst relevant regulatory processes have now been completed, the changes to the board remain subject to shareholder approval to amend the Company's constitution to enable, among other things, the appointment of UK resident executive directors. The general meeting to seek shareholder approval is expected to be held during the first quarter of 2013. The appointments of Sir Malcolm Williamson, Andy Briggs, Tim Tookey, David Allvey, Clive Cowdery, Peter Gibbs, Nick Lyons, Robin Phipps, Belinda Richards, Karl Sternberg and John Tiner are expected to take effect immediately following such shareholder approval. Jacques Aigrain, Gerardo Arostegui, Fergus Dunlop, Denise Mileham, Gerhard Roggemann and Peter Niven will then retire from the board of the Company. The composition of the FLG board will be aligned to match the composition of the board of the Company at the same time.

Mike Biggs has informed the Company that, whilst he remains committed to chairing the new board to oversee this period of change, he has decided that it would be appropriate to hand over to a new chairman once the transition has been completed. Mike considers the governance changes create a natural point at which to appoint a new chairman and this will also enable him to focus on his other non-executive commitments. The Company has commenced an appointment process for the new chairman and the additional independent non-executive director, led by Phil Hodkinson, Senior Independent Director.

Discussions between the Company and ROL regarding changes to the operating agreement and the various other commercial agreements between their respective groups are ongoing. As part of the discussions it is envisaged that Jim Newman, ROL CFO, will join the Company's executive committee as Transformation Director. Jim is expected to work part time for the Company, as he does currently for ROL.

The Company continues to expect implementation of the announced changes to be completed within six months of its August announcement. The market will be updated on these changes as they are completed.

Enquiries:

Investors/analysts

Neil Wesley, Resolution Operations LLP +44 (0)203 372 2928

Media

Alex Child-Villiers, Temple Bar Advisory +44 (0)7795 425580

Notes to editors:

Biographies of the proposed new directors of the Company are available at www.resolution.gg.

On 15 August 2012 the Company announced that the operating agreement under which ROL has provided mergers and acquisitions, strategic and oversight services to the Company will end on 10 December 2013 at the latest and that the Company intends, subject to regulatory approvals, to streamline the boards of the Company and Friends Life Group plc and adopt a more conventional corporate governance structure.

It was also announced that subject to legal and regulatory processes (including a shareholder vote to change the Company's constitution), it was expected that Mike Biggs would remain as chairman of the Company, Sir Malcolm Williamson would become the deputy chairman of the Company, Clive Cowdery would join the board, Andy Briggs would become CEO and Tim Tookey would become CFO of the Company.

At the time of the 15 August announcement, John Tiner indicated his intention to retire as a partner with ROL and step down from the board of Friends Life Group plc. John has now agreed to remain on the board of FLG and join the board of the Company.

The Company's ordinary shares were admitted to the Official List and to trading on the main market of the London Stock Exchange in December 2008. The Company transferred to a Premium Listing as it completed its first acquisition, Friends Provident Group plc, on 4 November 2009 and is subject to those provisions of the Listing Rules that apply to overseas companies with a Premium Listing. The Company completed its second acquisition, the majority of the AXA UK life business, on 15 September 2010. On 31 January 2011, the Company completed its third acquisition, the shares and business of Bupa Health Assurance Limited.

A copy of this announcement is available, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on the Company's website at www.resolution.gg

For the avoidance of doubt any other information contained on the Company's website does not form part of this announcement.