IN THE HIGH COURT OF JUSTICE

CR–2022–000458

BUSINESS AND PROPERTY

COURTS OF ENGLAND AND WALES

COMPANIES LIST (ChD)

IN THE MATTER OF

PHOENIX LIFE ASSURANCE LIMITED

and

IN THE MATTER OF

STANDARD LIFE ASSURANCE LIMITED

and

IN THE MATTER OF

STANDARD LIFE PENSION FUNDS LIMITED

and

IN THE MATTER OF

PHOENIX LIFE LIMITED

and

IN THE MATTER OF

THE FINANCIAL SERVICES AND MARKETS ACT 2000

___________________________

NOTICE

___________________________

NOTICE IS HEREBY GIVEN that, on 26 April 2023, Phoenix Life Assurance Limited ("PLAL"), Standard Life Assurance Limited ("SLAL ") and Standard Life Pension Funds Limited (“SLPF” and together with PLAL and SLAL, the "Transferors") and Phoenix Life Limited ("Phoenix") made an application (the "Application") to the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies Court in London (the "High Court") pursuant to section 107(1) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") for an order (the “Order”) under section 111 of FSMA sanctioning an insurance business transfer scheme for the transfer to Phoenix of the insurance business written by the Transferors and related assets and liabilities (the "Transferring Business") in accordance with the Order and without any further act or instrument (the "Scheme").

Previous company names and brands associated with policies in PLAL and Phoenix are as follows:

PLAL: London Life, NPI, National Provident Institution, National Provident Life, Pearl and Pearl Assurance; and

Phoenix: Abbey Life, Ambassador Life, Britannic Assurance, Hill Samuel and SunLife.

Details of the companies and brands which are associated with policies now in PLAL and Phoenix are available at https://www.phoenixlife.co.uk/about-phoenix-life/our-history.

In relation to SLAL, the only brand associated with the majority of policies in SLAL is the Standard Life brand.

The following documents are available free of charge by contacting the Transferors or Phoenix using the contact details at the end of this notice:

• a copy of a report on the terms of the Scheme prepared in accordance with section 109 of FSMA (the "IE Report"), by the Independent Expert, John Jenkins whose appointment has been approved by the Prudential Regulation Authority, in consultation with the Financial Conduct Authority;

• a copy of the Scheme;

• copies of the reports prepared by the Chief Actuaries of Phoenix, PLAL, SLAL and SLPF;

• copies of the reports prepared by the With-Profits Actuaries of Phoenix, PLAL and SLAL; and

• a copy of the communications that will be mailed to the transferring policyholders (which includes a summary of the terms of the Scheme and a summary of the IE Report).

The above documents can also be downloaded from the Transferors’ and Phoenix’s respective websites:

• in relation to Phoenix and PLAL policies: www.phoenixlife.co.uk/transfer23; and

• in relation to SLAL and SLPF policies: www.standardlife.co.uk/businesstransfer.

Supporting documents and any further news about the Scheme will be posted on the websites indicated above.

The Application is due to be heard on 5 and 6 October 2023 by a Judge of the Chancery Division of the High Court at the Rolls Building, Fetter Lane, London EC4A 1NL. If these dates change, a notice will be placed on the Transferors' and Phoenix’s websites.

Phoenix will also make applications under section 112(1)(d) of FSMA for orders of the High Court:

• approving a proposed amendment and abrogation of an insurance business transfer scheme between Scottish Mutual Assurance Limited and Scottish Provident Limited as transferors and Phoenix as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 3 February 2009 and became effective on 1 January 2009;

• approving a proposed amendment and abrogation of an insurance business transfer scheme between Phoenix & London Assurance Limited as transferor and Phoenix as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 11 Feb 2011 and became effective on 1 January 2011;

• approving a proposed amendment and abrogation of an insurance business transfer scheme between National Provident Life Limited and NPI Limited as transferors and Phoenix as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 28 March 2012 and became effective on 1 January 2012;

• approving a proposed amendment and abrogation of an insurance business transfer scheme between AXA Wealth Limited as transferor and Phoenix as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 21 November 2017 and became effective on 30 September 2017, and

• approving a proposed amendment and abrogation of an insurance business transfer scheme between Abbey Life Assurance Company Limited as transferor and Phoenix as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 19 December 2018 and became effective on 31 December 2018.

PLAL will also make applications under section 112(1)(d) of FSMA for orders of the High Court:

• approving a proposed amendment and abrogation of an insurance business transfer scheme between London Life Limited as transferor and PLAL as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 24 September 2012 and became effective on 1 July 2012; and

• approving a proposed amendment and abrogation of an insurance business transfer scheme between National Provident Life Limited as transferor and PLAL as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the High Court on 1 May 2015 and became effective on 1 January 2015.

SLAL will also make applications under section 112(1)(d) of FSMA for orders of the Court of Session in Edinburgh (the “Court of Session”):

• consenting to a proposed variation to, and releasing SLAL from its obligations under, an insurance business transfer scheme between The Standard Life Assurance Company as transferor and SLAL as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the Court of Session on 9 June 2006 and became effective on 10 July 2006; and

• consenting to a proposed variation to, and releasing SLAL from its obligations under, an insurance business transfer scheme between Standard Life Investment Funds Limited as transferor and SLAL as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the Court of Session on 20 December 2011 and became effective on 31 December 2011,

(together, the “SLAL Consents”).

SLAL and Standard Life International Designated Activity Company will also make an application under section 112(1)(d) of FSMA for an order of the Court of Session approving a proposed variation to an insurance business transfer scheme between SLAL as transferor and Standard Life International DAC as transferee under Part VII and Schedule 12 of FSMA, which was sanctioned by the Court of Session on 19 March 2019 and became effective on 29 March 2019 (the “SLAL/SL Intl Approval” and, together with the SLAL Consents, the “Court of Session Consent”).

Both the approval of the High Court and the Court of Session Consent are needed before the proposed transfer proceeds.

If the High Court approves the proposals and the Court of Session Consent is obtained, the Scheme will become operative at 23.59 on 27 October 2023. If this date changes, a notice will be placed on the Transferors' and Phoenix’s websites.

Any person who considers that they may be adversely affected by the carrying out of the transfer under the Scheme has a right to attend the hearing and express their views either in person or by nominating a representative. To the extent any such representative is not a barrister or solicitor advocate, the permission of the High Court will be required for them to speak on your behalf.

Any person who considers that they may be adversely affected by the Scheme but does not intend to attend the hearing may make representations about the Scheme by (a) telephone, (b) via an online form which can be found via the website detailed above, or (c) in writing to the Transferors at the addresses set out below or (d) in writing to the solicitors named below, using the contact details set out below.

Any person who intends to appear at the hearing or make representations by telephone or in writing is requested (but is not obliged) to notify his or her objections as soon as possible and preferably by 8 September 2023 to the Transferors or to the solicitors named below using the contact details set out below.

All objections relating to the Scheme will be shared with the High Court of England and Wales.

If the Scheme is sanctioned by the High Court and the Court of Session Consent is obtained, it will result in the transfer to Phoenix of all the contracts, property, assets, and liabilities relating to the Transferring Business (in accordance with the Scheme); notwithstanding that a person would otherwise be entitled to terminate, modify, acquire, or claim an interest or right or to treat an interest or right as terminated or modified in respect thereof. Any such right will only be enforceable to the extent reflected in the Order of the High Court.

If you have recently moved or changed your contact details: please contact the Transferors using the contact details below in order to update your records and, if your policy is part of the Transferring Business, to receive information regarding the transfer.

Transferor and Phoenix contact information:

(i) Phoenix and PLAL

Helpline number: 0800 856 4488

Helpline number (from overseas): +44 (0)1733 793287

Postal address:

Phoenix Transfer Team

PO Box 79408

LONDON

N17 1HQ

The Phoenix and PLAL helplines will be open from 8.30 a.m. to 5.30 p.m. (UK time), Monday to Friday (excluding UK bank holidays).

(ii) Standard Life (SLAL and SLPF)

Helpline number: 0808 196 6804

Helpline number (from overseas): +44 (0) 1234 298 298

Postal address:

Standard Life Transfer Team

PO Box 79408

LONDON

N17 1HQ

The Standard Life helplines will be open from 9 a.m. to 5 p.m. (UK time), Monday to Friday (excluding UK bank holidays).

Solicitors for the Transferors and Phoenix

Linklaters LLP

Postal address: One Silk Street, London, EC2Y 8HQ

Please quote reference number L-296640 on any correspondence to Linklaters LLP.