Merger of Friends Provident plc with Resolution plc Key points for shareholders • Good news – the company’s ability to grow profitably will be significantly enhanced, as will the potential for greater shareholder value, particularly over the longer-term. • We will be able to pursue more growth opportunities than before, and more quickly. • This is a merger of two already successful companies, that can be even more successful through combining. • The merger will not proceed without a shareholders’ vote. Shareholder meetings will be organised, with more information sent to shareholders prior to the meetings. • We believe dividends will grow at a faster rate. • No changes to the way you currently interact with Friends Provident and our registrar Lloyds TSB. • Good news for Friends Provident – company bigger and financially stronger. • This is a merger of two successful companies. Questions and Answers What is the rationale for this merger? • A better-balanced group – operating cash flow verses new business growth. • More opportunities with combined skills and size – and enhanced ability to finance opportunities. • Revenue synergies – Resolution distribution & customer base combined with Friends Provident new business expertise. • Economies of scale – both operational leverage and additional market power from size – ability to play a more major role in the industry and participate in future consolidation activity. • Best of breed management teams and complementary skill sets. • Cost synergies – driving immediate value by reducing duplication. • Additional financial synergies • Possible further value creation from combining the two asset managers and reducing duplication. • Wider distribution base – new distribution channels added to Friends Provident existing channels. What are the next steps to completion of the deal? Shareholder documentation will be sent out soon after the Resolution interims on 18 September. Shareholders will need to approve the deal in an extraordinary general meeting, expected in October. We will also need regulatory and Court approvals, which may mean completion does not take place until around November. What are your aspirations for the newly combined group? Our mission is to take responsibility for our customers financial security Our vision is to be famous for: Exceeding the expectations of all our stakeholders Our radical customer centricity Living our values Re-establishing the relevance and value of life assurers in society We have a goal to be the most highly rated company in the life assurance sector Resolution’s history Resolution plc was formed in September 2005 from the merger of Resolution Life Group Limited and Britannic Group plc. Resolution plc is the largest specialist manager of in-force UK life funds. In December 2005, a funds merger programme was completed which transferred the funds of Swiss Life (UK) plc, Phoenix Assurance Limited, Bradford Insurance Company Limited and Royal & SunAlliance Linked Insurances Limited into Phoenix Life Limited. In September 2006, Resolution plc acquired the life businesses of Abbey National plc (Abbey). At this time long-term distribution agreements were entered into which allow Abbey to distribute onshore protection and pensions products via their branches or financial intermediaries. Abbey National Life plc was re-named Phoenix Life Assurance Limited. Scottish Provident International will directly distribute their offshore products through financial intermediaries, but will continue to administer an offshore bond for Abbey. In January 2007, a funds merger programme transferred the funds of Alba Life Limited, Britannic Assurance plc, Britannic Retirement Solutions Limited, Britannic Unit Linked Assurance Limited, Century Life plc and Phoenix Life & Pensions Limited into Phoenix Life Limited. Resolution plc’s Head Office is based in London and has divisional offices in Wythall, Liverpool, Glasgow, Dublin and the Isle of Man. For additional information on the former Resolution Life Group Limited and Britannic Group plc, see below. Friends Provident History 2005 Acquisition of Lombard International Assurance SA. Lombard is a pan- European life assurance company founded in 1991, operating out of Luxembourg. It specialises in providing wealth management and estate planning solutions to high net worth clients in Europe, but also further afield to Asia and Mexico. 2004 Merger of ISIS Asset Management and F&C to create F&C Asset Management plc, one of the top five asset managers in the UK with £118 billion of funds under management. (at the end of June 2004) F&C is 51% owned by Friends Provident. Formal launch of the Friends Provident Foundation, a grant-making charity established as part of the flotation of Friends Provident plc in July 2001. Closure of the Life & Pensions direct sales force and the expansion of the Appointed Representative network. 2003 Three year sponsorship deal signed with Southampton Football Club. IFA Extranet achieves 30,000 applications processed online. FP launches Activ - the new multi-manager solution. IFA Extranet receives 15,000th online application. 2002 Change of name for our asset management company, from Friends Ivory & Sime to ISIS Asset Management plc. Exclusive 15 year distribution agreement signed with Countrywide, one of the UK's largest estate agency networks. Ownership of FP's estate agency business transferred to Countrywide as part of the arrangement. Acquisition of Royal & SunAlliance International Financial Services, making Friends Provident one of the largest players in the offshore market. Extranet services launched to UK and International IFAs - a significant development to improve service between IFAs, their customers and Friends Provident. Acquisition of Royal & SunAlliance Investment Management, doubling our funds under management and elevating our asset management company into the top ten of UK active fund managers. 2001 Accreditation under the Raising Standards quality mark scheme – an industry- wide initiative to improve the quality of products and customer communications. Milestones website launched for customers wanting to purchase and service products online. Friends Provident plc admitted to the FTSE 100 Index of leading companies, and the FTSE4Good Index, acknowledging our reputation as a socially responsible company. Friends Provident plc listed on the London Stock Exchange, following its successful demutualisation. 2000 Our Industrial Branch business transferred to Royal Liver as part of our strategy to focus on our core businesses. Our asset management company launches reo – responsible engagement overlay – actively engaging with companies to help them adopt ethical practices. Our innovative stakeholder pensions system wins the prestigious British Computer Society award for Information Systems Management. 1999 Launch of UK's first pension product to conform to the Government's stakeholder pension criteria. 1998 Acquisition of the London & Manchester Group, strengthening our position in the strategically important group pensions market. Acquisition of Ivory & Sime, enabling our enlarged asset management company to list on the London Stock Exchange – Friends Ivory & Sime plc. 1997 Our general insurance company, Preferred Direct was sold to Eagle Star in line with our strategy to focus on life & pensions and asset management. 1996 Telesales launched to provide customers with yet another way to transact business with us. 1993 Acquisition of NM UK Group, strengthening our market position in retail financial services. 1992 Launch of First Call, our financial planning service for customers not represented by IFAs. 1991 Friends Provident is a founder partner of the new Eureko alliance of European insurance providers. 1990 Friends Provident International launched, marking our entry into the offshore market. 1988 Launch of our Appointed Representative network, financial advisers licensed to sell only Friends Provident products. Commenced a 5 year tied agency agreement with Abbey National – the first such partnership with a Building Society in the UK. 1986 Merger with UK Provident. 1984 Launch of our Stewardship badged investments, the first ethical investment fund offered by a UK life office. 1976 The first company to provide policies 'while-u-wait', enabled by the implementation of market-leading technology. 1975 Name changed to Friends' Provident Life Office, having become a specialist Life & Pensions organisation following the sale of our general insurance business to The Phoenix in 1974. 1958 Opening of our purpose-built Head Office in Dorking, still our principal office. 1919 Move of Head Office from Bradford to London. 1918 Acquisition of the Century Insurance Company Ltd – the first time a British mutual company had purchased a general or composite insurance company. 1915 Incorporation as a mutual life assurance office by Act of Parliament. 1870 Funds entrusted to Friends Provident exceed £1m. 1832 Established in Bradford by visionary and forward-thinking Quakers to provide life assurance for their members.