Edinburgh - Variation of the Insurance Business Transfer Scheme

STANDARD LIFE ASSURANCE LIMITED ("SLAL") A PRIVATE COMPANY LIMITED BY SHARES, WHICH IS REGISTERED IN SCOTLAND UNDER THE REGISTERED NUMBER SC286833 AND WHICH HAS ITS REGISTERED OFFICE AT STANDARD LIFE HOUSE, EDINBURGH

STANDARD LIFE INTERNATIONAL DAC ("SL INTL") A DESIGNATED ACTIVITY COMPANY, WHICH IS INCORPORATED IN THE REPUBLIC OF IRELAND UNDER THE REGISTERED NUMBER 408507 AND WHICH HAS ITS REGISTERED OFFICE AT 90 ST STEPHEN'S GREEN, DUBLIN

VARIATION OF THE INSURANCE BUSINESS TRANSFER SCHEME (THE "SLAL DEMUTUALISATION SCHEME") UNDER PART VII OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") SANCTIONED BY ORDER OF THE COURT OF SESSION (THE "COURT") ON 9 JUNE 2006 AND BECAME EFFECTIVE ON 10 JULY 2006 UNDER WHICH SUBSTANTIALLY ALL OF THE BUSINESS OF THE STANDARD LIFE ASSURANCE COMPANY WAS TRANSFERRED TO SLAL

AND

VARIATION OF THE INSURANCE BUSINESS TRANSFER SCHEME (THE "SLAL 2011 SCHEME") UNDER FSMA SANCTIONED BY ORDER OF THE COURT ON 20 DECEMBER 2011, AND BECAME EFFECTIVE ON 31 DECEMBER 2011 UNDER WHICH THE LONG-TERM INSURANCE BUSINESS OF STANDARD LIFE INVESTMENT FUNDS LIMITED WAS TRANSFERRED TO SLAL

AND

VARIATION OF THE INSURANCE BUSINESS TRANSFER SCHEME (THE "SLAL BREXIT SCHEME") UNDER FSMA SANCTIONED BY ORDER OF THE COURT ON 19 MARCH 2019, AND BECAME EFFECTIVE ON 29 MARCH 2019 UNDER WHICH PART OF THE LONG-TERM BUSINESS OF SLAL WAS TRANSFERRED TO SL INTL

Notice is hereby given that on 3 October 2023 the Court of Session in Edinburgh (the "Court") pronounced:

(A) an order (under section 112(1)(d) of FSMA), giving the consent of the Court to the proposed variation (the "SLAL Demutualisation Scheme Variation") of the SLAL Demutualisation Scheme that will result from the transfer to Phoenix Life Limited ("Phoenix") of the long-term insurance business of SLAL, which transfer is to be effected by an insurance business transfer scheme (the "Phoenix Scheme"), which is also to be under FSMA, and is to be between, among others, SLAL and Phoenix;

(1) releasing SLAL from the continuing obligations which are imposed on it by the SLAL Demutualisation Scheme in respect of the long-term insurance business which is to be transferred by the Phoenix Scheme;

(2) ordering that the SLAL Demutualisation Scheme Variation may be treated by SLAL and Phoenix, so far as possible, for purposes of accounting and financial reporting, as having become effective on 30 September 2023;

(B) an order (under section 112(1)(d) of FSMA), giving the consent of the Court to the proposed variations (the "SLAL 2011 Scheme Variation") of the SLAL 2011 Scheme;

(1) releasing SLAL from the continuing obligations which are imposed on it by the SLAL 2011 Scheme in respect of the long-term insurance business which is to be transferred by the Phoenix Scheme;

(2) ordering that the SLAL 2011 Scheme Variation may be treated by SLAL and Phoenix, so far as possible, for purposes of accounting and financial reporting, as having become effective on 30 September 2023; and

(C) an order (under section 112(1)(d) of FSMA), giving the approval of the Court to the proposed variations (the "SLAL Brexit Scheme Variation") of the SLAL Brexit Scheme;

ordering that the SLAL Brexit Scheme Variation may be treated by SLAL, Phoenix and SL Intl, so far as possible, for purposes of accounting and financial reporting, as having become effective on 30 September 2023;

In outline, the SLAL Brexit Scheme Variation is to substitute Phoenix for SLAL as the transferor under the SLAL Brexit Scheme. Phoenix has given to this Court an undertaking (the "Phoenix Undertaking") to comply with the SLAL Brexit Scheme, as so varied, and to submit to the jurisdiction of the Court in respect of the SLAL Brexit Scheme. Phoenix is a member of the same group of companies as SLAL and SL Intl.

The SLAL Demutualisation Scheme Variation, the SLAL 2011 Scheme Variation and the SLAL Brexit Scheme Variation (together the "SLAL Schemes Variations") are to enable the Phoenix Scheme to proceed. The Phoenix Scheme which is, under Part VII of, and Schedule 12 to, FSMA is to transfer the long term business of SLAL (among other companies) to Phoenix. The Phoenix Scheme was sanctioned by the High Court of Justice in England and Wales, on 10 October 2023. A copy of the High Court's order sanctioning the Phoenix Scheme will be available on SLAL's website at www.standardlife.co.uk/businesstransfer and SL Intl's website for SL Intl policyholders in Ireland at www.standardlife.ie/ukbusinesstransfer and in Germany at www.standardlife.de/ukbusinesstransfer and in Austria at www.standardlife.at/ukbusinesstransfer until 3 April 2024.

The SLAL Schemes Variations are not to become legally effective until the Phoenix Scheme becomes legally effective, which is expected to be on 27 October 2023. Any change to that date will be notified on SLAL's and SL Intl's websites.

In connection with the SLAL Brexit Scheme Variation and the Phoenix Scheme, SL Intl is to amend three deed polls (the "Deed Polls") which were granted in connection the SLAL Brexit Scheme which are governed by Irish law and each of which contains undertakings in favour of a category of policyholders of SL Intl. In outline, the Deed Polls give the holders of those policies contractual rights against SL Intl to be paid the same sums, depending on the profits of SLAL, as would have been paid on those policies, had they not been transferred to SL Intl under the SLAL Brexit Scheme.

The Deed Polls are to be amended to refer to the profits of Phoenix instead of those of SLAL. Those amendments are also not to become legally effective until the Phoenix Scheme becomes legally effective.

In addition, SL Intl gave to this Court an undertaking to comply with the Deed Polls, as amended, as if they were governed by Scots law.

The Court allowed SL Intl to replace that undertaking with a new undertaking (the "New SL Intl Undertaking") to comply with the amended Deed Polls, as if they were governed by Scots law. Copies of (i) each of the order giving consent or approval to the SLAL Schemes Variations, (ii) the three applications to the Court on which those orders were made, (iii) the Phoenix Undertaking and (iv) the New SL Intl Undertaking (which includes copies of the amended Deed Polls) will be available on SLAL's and SL Intl's websites until 3 April 2024.

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