Implicaciones pronósticas de la circulación colateral

Set out in the table below are the names of those persons who, so far as Standard Life is aware, are interested, directly or indirectly, in 3% or more of the total voting rights attaching to the issued Shares as at 5 September 2014 (being the latest practicable date prior to the publication of this Circular):

Name of Shareholder Percentage of the total voting rights

BlackRock, Inc. Less than 5%

8. Material contracts

8.1 No contracts have been entered into (other than contracts entered into in the ordinary course of business) by any member of the Retained Group either: (i) within the period of two years immediately preceding the date of this Circular which are or may be material to the Retained Group; or (ii) which contain any provisions under which any member of the Retained Group has any

obligation or entitlement which is, or may be, material to the Retained Group as at the date of this Circular, save as disclosed below.

(A) Disposal Agreements

Details of the terms of the Disposal Agreements are set out in Part llI (Principal Terms of the Disposal) of this Circular.

(B) Ignis acquisition agreement

On 25 March 2014, Standard Life Investments (Holdings) Limited (a wholly-owned subsidiary of Standard Life) entered into an agreement with a subsidiary of Phoenix Group Holdings to acquire Ignis, the asset management business of Phoenix Group Holdings. The acquisition completed on 1 July 2014 following approval from the Financial Conduct Authority.

(C) Newton master purchase agreement

On 26 February 2013, Standard Life and Standard Life Wealth Management (a wholly- owned subsidiary of Standard Life) entered into a master purchase agreement with Newton Management Limited, Newton Investment Management Limited and The Bank of New York Mellon Corporation to acquire Newton’s private client business. The acquisition completed on 30 September 2013.

(D) EMTN Programme

Standard Life has established a Euro Medium Term Note Programme pursuant to which it may from time to time issue notes, denominated in any currency, the maximum aggregate amount of which shall not exceed €3,000,000,000. In December 2012, Standard Life issued £500,000,000 in principal amount of 5.5% fixed rate subordinated notes due 2042 to external investors under this Euro Medium Term Note Programme.

(E) Other Subordinated Debt

Standard Life has also issued the following subordinated debt:

(i) on 12 July 2002, £500,000,000 in principal amount of 6.75% fixed rate perpetual reset subordinated guaranteed bonds, unconditionally and irrevocably guaranteed on a subordinated basis by Standard Life Assurance;

(ii) on 4 November 2004, €360,000,000 in principal amount of 5.314% perpetual fixed/floating rate mutual assurance capital securities, unconditionally and irrevocably guaranteed on a subordinated basis by Standard Life Assurance; and (iii) on 4 November 2004, £300,000,000 in principal amount of 6.546% perpetual

fixed/floating rate mutual assurance capital securities unconditionally and irrevocably guaranteed on a subordinated basis by Standard Life Assurance. (F) Revolving Credit Facility

On 5 March 2013, Standard Life entered into a new £500,000,000 five-year multi-currency revolving credit facility (the “RCF”). The new facility can be used for the general corporate purposes of the Group and for any refinancing of Standard Life’s previous £500,000,000 revolving credit facility. As at the date of this Circular, the RCF remained undrawn.

8.2 No contracts have been entered into (other than contracts entered into in the ordinary course of business) by any member of the Target Group either: (i) within the period of two years immediately preceding the date of this Circular which are or may be material to the Target Group; or (ii) which contain any provisions under which any member of the Target Group has any obligation or entitlement which is, or may be, material to the Target Group as at the date of this Circular, save as disclosed below.

(A) Subordinated Debt

In September 2012, Standard Life Assurance Canada issued C$400,000,000 in principal of 3.938% fixed/floating Series A subordinated debentures due 2022.

(B) Castan Joint Venture Arrangements

On 28 August 2014, Standard Life Assurance Canada entered into an agreement to purchase certain interests of other co-owners (collectively, “Castan”) in four joint venture arrangements in respect of which Standard Life Assurance Canada holds a co-ownership interest. The joint ventures hold real property interests in Toronto, Ontario and Brampton, Ontario. In respect of the joint venture arrangement relating to the Brampton property, Standard Life Assurance Canada is acquiring a 25% interest, bringing its total interest to 50%. In respect of the other three joint venture arrangements, Standard Life Assurance Canada is acquiring a 50% interest, bringing its total interest to 100%. The consideration to be paid to Castan is a combination of cash and the forgiveness by Standard Life Assurance Canada of certain indebtedness owed by Castan to Standard Life Assurance Canada under the joint venture arrangements and/or other related loan agreements, which includes the release by Standard Life Assurance Canada of personal guarantees given by the principals at Castan to Standard Life Assurance Canada. The transaction is subject to usual due diligence conditions in Standard Life Assurance Canada’s favour and is scheduled to close on 30 October 2014.

(C) Change of control consent agreement

Under a software licence agreement between Standard Life Assurance Canada (a member of the Target Group) and the London Life Insurance Company (“London Life”), originally entered into by the Standard Life Assurance Company and the Prudential Insurance Company of America, London Life’s consent is required to any change of control of Standard Life Assurance Canada should Standard Life Assurance Canada wish to retain the benefit of the software licence agreement following such change of control.

On 15 August 2014, Standard Life Assurance Canada entered into a consent letter (the “Consent Letter”) with London Life, under which London Life granted its consent to a change of control of Standard Life Assurance Canada subject to certain conditions, including the payment by Standard Life Assurance Canada of C$20m (exclusive of applicable taxes) to London Life in exchange for such consent and the entry into a consent agreement by Standard Life Assurance Canada, the acquirer of Standard Life Assurance Canada, and London Life, in accordance with the terms set out in the Consent Letter.