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Further Information Corporate Activity Former Resolution

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Further Information Corporate Activity Former Resolution Further Information Corporate Activity Former Resolution businesses and assets Following Pearl’s acquisition of Resolution on 1 May 2008, Royal London started the process of acquiring the following from Pearl: • Scottish Provident International Life Assurance, a provider of life products and investment services which is based in the Isle of Man • the majority of the in-force UK protection business from Scottish Provident and Scottish Mutual Assurance • Phoenix Life Assurance Limited, formerly Abbey National Life, the products of which are distributed through Abbey’s national branch network • the new business operations of the companies mentioned above, with the exception of incremental business on policies retained by Pearl • the right to provide or procure the provision of all investment management and policy administration services of the assets described above. On 3 June 2008, Royal London completed the transfer from Pearl of Scottish Provident International Life Assurance. On 1 August 2008, Royal London completed the acquisition of Phoenix Life Assurance Limited and of Scottish Provident’s new business capabilities, in respect of individual life protection business. The in-force protection business still to be acquired by Royal London will be transferred by means of schemes under Part VII of FSMA 2000. It is expected that such schemes will complete by the end of 2008. The value of the assets transferred will include the value of new business written during 2008. The purchase price for these assets and businesses is £1.27bn, subject to post-completion consideration adjustments. In addition, Royal London provided £0.3bn of debt funding to Pearl, at a commercial rate, in support of their acquisition of Resolution plc. The funding for this acquisition has been structured as an exchange of assets in the estate of the Royal London Long Term Fund, principally equities, for the tangible and intangible assets of the relevant Resolution businesses. In preparation for the acquisition, Royal London sold a substantial volume of equities ahead of the significant market falls in late 2007 and early 2008. The purchase is in part funded by the £397m of subordinated debt, which was raised in 2005 to support the development and growth of the Group. These acquisitions will accelerate the Group’s progress against a number of strategic objectives. Our presence in the protection sector will be greatly enhanced; we will broaden our delivery to overseas markets, including access to the Hong Kong market; we will create greater operational economies of scale; and we will realise financial synergies from the combination of funds. 1 Financial performance The financial results have been presented on both an International Financial Reporting Standards (IFRS) and a European Embedded Value (EEV) basis. The result after tax on an IFRS basis is a loss of £236 million (2007 half year £305 million profit). The decrease in the IFRS result is largely due to negative investment returns in the first six months of 2008. This was compounded by a reduction in the pension scheme surplus (see note 5 to the IFRS financial information) of £114 million, reflecting investment performance, strengthening of mortality assumptions and increased scheme cost assumptions. On an EEV basis the operating profit before tax for the period was £100 million (2007 half year £77 million). We believe this is the best indication of the underlying performance of the business as it excludes the volatility of investment markets. The negative investment returns experienced during the period have impacted the financial strength of the Group. Whilst both regulatory and realistic excess working capital measures have reduced, the Group remains well capitalised to deliver the Group’s operational objectives. Investment performance H1 2008 The UK economy continued to expand during the first quarter of 2008; this was followed by much weaker economic activity and higher inflation during the second quarter. All this points to a very high chance of recession (falling output) in the second half of the year, something we have not seen in the UK since 1992. The housing market has continued to weaken, with prices now falling on an annual basis. In addition, inflation has risen further above target due to the rising cost of food and, more particularly, energy, the result of another round of utility bill increases. As a result of these events, the MPC put on hold any further rate reductions which they had been expected to make. The UK equity market started the year off with mixed results – some positive followed by further negative results. By the end of the second quarter, markets had sold off in line with our expectations, as downside economic risks became more apparent – in the six months to 30 June 2008, the FTSE All Share delivered a negative return of -11.2%. Given the poor economic outlook in the UK, we expect that the property bear market, which began late last year, will be prolonged. In the six months to 30 June 2008 property has returned -6.0% as measured by the IPD property index. Bonds have also had a difficult year in 2008 with Gilt returns of -2.2% (as measured by the FTSE All Stocks Gilts index) and with corporate bond returns of -4.0% as measured by the iBoxx £ Non-Gilt index. Royal London Fund The fund generated an investment return of -6.4% before tax (2007 half year 3.6%) in the period, driven by negative returns for all asset classes. This compares positively to the benchmark, which returned -6.5% year to date. Scottish Life Fund The fund incurred a negative return of -4.4% before tax (2007 half year loss of -1.3%) in the period. The Scottish Life Fund holds a greater proportion of its investments in fixed interest bonds than the Royal London Fund; this has meant that the lower performance in the equity markets have had less impact in this fund. 2 IFRS and EEV financial information (Unaudited) The interim results for the Royal London Group to 30 June 2008 are outlined below in two sections. The first section presents the Group’s statutory income statement and balance sheet on an IFRS basis, whilst the second section provides an overview of the Group’s EEV results for the first six months of 2008. 3 Consolidated income statement for the six months ended 30 June 2008 – IFRS basis Six months Year ended ended 30 June 31 Dec 2008 2007 2007 Notes £m £m £m Revenues Gross earned premiums 375 382 722 Amounts paid to reinsurers (104) (85) (162) Net earned premiums 271 297 560 Fee income from investment and fund management contracts 63 64 130 Investment return (1,628) 632 865 Other operating income 20 125 111 Total revenues (1,274) 1,118 1,666 Policyholder benefits and claims Claims paid, before reinsurance 698 721 1,409 Reinsurance recoveries (23) (15) (35) Claims paid, after reinsurance 675 706 1,374 Decrease in insurance contract liabilities, before reinsurance (1,276) (106) (285) Reinsurance ceded 19 (55) (148) Decrease in insurance contract liabilities, after reinsurance (1,257) (161) (433) Decrease / (increase) in non-participating value of in-force 155 (52) 10 business (Decrease) / increase in investment contract liabilities (789) 107 148 Total policyholder benefits and claims (1,216) 600 1,099 Operating expenses Administrative expenses 123 133 254 Investment management expenses 39 36 91 Amortisation charges and impairment losses on acquired PVIF 16 12 42 Investment return attributable to external unit holders (40) 12 7 Other operating expenses 117 212 Total operating expenses 255 195 406 Finance costs 19 15 33 Result before tax (332) 308 128 Tax (income) / expense 4 (96) 3(2) Transfer (from) / to the unallocated divisible surplus (236) 305 130 Profit for the period - -- As a mutual company, all earnings are retained for the benefit of participating policyholders and are carried forward within the unallocated divisible surplus. Accordingly, there is no profit for the period shown in the income statement. 4 Consolidated statement of recognised income and expense for the six months ended 30 June 2008 – IFRS basis Six months Year ended ended 30 June 31 Dec 2008 2007 2007 £m £m £m Fair value gains on revaluation of property, plant and - 12 equipment Total income not recognised in the income statement - 12 transferred to the unallocated divisible surplus Net income and expense recognised in the income statement (236) 305 130 transferred to the unallocated divisible surplus Total transfer (from) / to the unallocated divisible surplus (236) 306 132 5 Consolidated balance sheet as at 30 June 2008 – IFRS basis 30 June 30 June 31 Dec 2008 2007 2007 Notes £m £m £m ASSETS Property, plant and equipment 42 68 84 Investment property 2,269 2,910 2,485 Intangible assets 686 632 633 Reinsurers’ share of insurance contract liabilities 429 357 448 Pension scheme asset 5 23 171 137 Current tax asset 8 67 Financial assets Financial investments 20,007 21,150 21,075 Loans and receivables, including insurance receivables 1,536 400 236 Cash and cash equivalents 1,630 1,214 2,025 Total financial assets 23,173 22,764 23,336 Total assets 26,630 26,908 27,130 LIABILITIES Participating insurance contract liabilities 9,974 11,160 10,909 Participating investment contract liabilities 1,389 1,644 1,583 Unallocated divisible surplus 1,897 2,307 2,133 Non-participating value of in-force business (359) (576) (514) Participating contract liabilities 12,901 14,535 14,111 Non-participating insurance contract liabilities 2,746 2,584 2,652 Non-participating investment contract liabilities 9,459 8,260 8,919 Non-participating contract
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