Merger of Friends Provident plc

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					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
   •   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
  • 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

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.
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.
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.
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

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.
Accreditation under the Raising Standards quality mark scheme – an industry-
wide initiative to improve the quality of products and customer

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.
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

Our innovative stakeholder pensions system wins the prestigious British
Computer Society award for Information Systems Management.
Launch of UK's first pension product to conform to the Government's
stakeholder pension criteria.
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.
Our general insurance company, Preferred Direct was sold to Eagle Star in
line with our strategy to focus on life & pensions and asset management.
Telesales launched to provide customers with yet another way to transact
business with us.
Acquisition of NM UK Group, strengthening our market position in retail
financial services.
Launch of First Call, our financial planning service for customers not
represented by IFAs.
Friends Provident is a founder partner of the new Eureko alliance of European
insurance providers.
Friends Provident International launched, marking our entry into the offshore
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.
Merger with UK Provident.
Launch of our Stewardship badged investments, the first ethical investment
fund offered by a UK life office.
The first company to provide policies 'while-u-wait', enabled by the
implementation of market-leading technology.
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.
Opening of our purpose-built Head Office in Dorking, still our principal office.
Move of Head Office from Bradford to London.
Acquisition of the Century Insurance Company Ltd – the first time a British
mutual company had purchased a general or composite insurance company.
Incorporation as a mutual life assurance office by Act of Parliament.
Funds entrusted to Friends Provident exceed £1m.
Established in Bradford by visionary and forward-thinking Quakers to provide
life assurance for their members.

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