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AGM guide 2017

StandardLife plc

03
Contents
Welcome to your meeting Welcome to your meeting...
04 Notice of Annual General Meeting
09 The resolutions explained
12 Directors standing for
reelection and election
16 Voting information The next annual general meeting (AGM) of
21 Auditor Statement of Reasons
22 About the meeting StandardLife plc will be held at the Edinburgh
23 How to get there International Conference Centre, The Exchange,
24 Contact details 150 Morrison Street, Edinburgh EH3 8EE on
Tuesday 16 May 2017 at 2pm.

Agenda
Introduction The Chairman will introduce the Directors and outline
the business of the AGM.
Presentations The Chairman and the Chief Executive will review your
and question and business and provide an overview of StandardLifes
answer session plans for 2017. After this, there will be an opportunity
toaskquestions.
Voting You will be asked to consider and vote on a number
of resolutions. These resolutions are listed in full on
pages4 to 6, and theres an explanation from the
Chairman onpages 9 to 11.

This document is important and requires your immediate attention. If you


are not sure what action to take, you should ask an appropriate independent
adviser who is authorised under the United Kingdom Financial Services and
Markets Act2000 (or, if you are resident outside the United Kingdom, another
appropriately qualified independent adviser).
If you have sold or transferred all of your shares in StandardLife plc, please send
this document and any documents that came with it as soon as possible to the
purchaser or transferee, or to the stockbroker or other agent who helped you with
the sale or transfer, so that they can forward them to the purchaser or transferee.

Please read the Voting information section of this AGM guide and your
voting form to find out:
how to vote
how to appoint a proxy to attend the AGM on your behalf
other information about the AGM

AGM guide03
Notice of Annual General Meeting

Notice is hereby given that the 2017 Annual General Meeting of the shareholders business on the date falling fifteen months after the 11. To authorise the Company generally and
date on which this resolution is passed), save that the unconditionally for the purposes of section 701 of
of StandardLife plc (the Company) will be held at the Edinburgh International Company may, before such expiry, make an offer or the Companies Act 2006 (the Act) to make market
Conference Centre, The Exchange, 150 Morrison Street, Edinburgh EH3 8EE on agreement which would or might require shares to be purchases, within the meaning of section 693(4) of the
Tuesday 16 May 2017 at 2pm to consider and, if thought fit, to pass the resolutions allotted or rights to subscribe for or convert securities Act, of its own ordinary shares of 1229 pence each,
into shares to be granted after such expiry, and the subject to the following conditions:
set out on the following pages, of which resolutions 1 to 9 will be proposed as
Directors may allot shares or grant rights to subscribe
ordinary resolutions and resolutions 10 to 12 will be proposed as special resolutions. i. the maximum number of such ordinary shares
for or convert securities into shares in pursuance of
hereby authorised to be purchased is197,905,999;
such an offer or agreement as if the authority conferred
by this resolution had not expired. ii. the maximum price, exclusive of expenses,
1. To receive and consider the accounts for the year to 8. In accordance with sections 366 and 367 of the whichmay be paid for any such ordinary share
10. To authorise the Directors (including a duly authorised
31 December 2016, together with the reports of the Companies Act 2006 (the Act), to authorise the isthe higher of:
committee thereof) to: (a) allot equity securities (as
Directors and of the auditors on those accounts. Company and all companies that are subsidiaries defined in section 560 of the Companies Act 2006 a) 5% above the average of the middle market
of the Company at the time at which this resolution (theAct)) for cash pursuant to the authority conferred quotations for the ordinary shares in the
2. To declare a final dividend of 13.35 pence per ordinary
is passed or at any time during the period for which by resolution 9; and/or (b) sell ordinary shares held by Company as derived from the London Stock
share in respect of the year to 31 December 2016.
thisresolution has effect to: the Company as treasury shares for cash, in each case Exchange Daily Official List for the five
3. To appoint KPMG LLP as auditors of the Company as if section 561(1) of the Act did not apply to any such business days immediately preceding the date
i. make political donations to political parties or
untilthe conclusion of the next annual general meeting allotment and/or sale, providedthat this power shall be on which such ordinary shares are contracted
independent election candidates, as defined in
of the Company. limited to: to be purchased; and
sections 363 and 364 of the Act, not exceeding in
4. To authorise the audit committee of the Company aggregate 100,000; i. the allotment of equity securities and/or sale of b) the higher of the price of the last independent
to set the fees of the auditors for the year to treasury shares in connection with a rights issue, trade and the highest current independent bid
ii. make political donations to political
31December2017 for and on behalf of the Board open offer or any other preemptive offer: on the London Stock Exchange Daily Official
organisationsother than political parties, as
ofDirectors of the Company. List at the time the purchase is carried out;
defined in sections363 and 364 of the Act, not a) to holders of ordinary shares (excluding any
5. To approve the Directors remuneration report for the exceeding inaggregate 100,000; and holder of shares held as treasury shares) in iii. the minimum price, exclusive of expenses,
year to 31 December 2016, set out on pages 80 to 102 proportion (as nearly as may be practicable) to which may be paid for any such ordinary share
iii. incur political expenditure, as defined in section365
of the Annual report and accounts 2016, excluding the their existing holdings; and is1229pence;and
of the Act, not exceeding in aggregate100,000;
Directors remuneration policy.
during the period beginning with the date on which b) to holders of other equity securities (excluding iv. such authority shall (unless renewed prior to such
6. By separate resolutions, to reelect the following any holder of shares held as treasury shares), time) expire on the conclusion of the next annual
this resolution is passed and ending at the conclusion
asDirectors of the Company: as required by the rights of those securities, or general meeting of the Company (or, if earlier, close
of the next annual general meeting of the Company
6A Sir Gerry Grimstone (or, if earlier, close of business on the date falling as the Directors otherwise consider necessary, of business on the date falling fifteen months after
fifteen months after the date on which this resolution the date on which this resolution is passed), save
6B Colin Clark subject, in either case, to such exclusions or other
is passed), provided that each authorised sum referred that the Company may, before such expiry, enter
arrangements as the Directors (including a duly
6C Pierre Danon to in paragraphs i., ii. and iii. above may be comprised into a contract or contracts to purchase its ordinary
authorised committee thereof) may deem necessary
of one or more amounts in different currencies which, shares which would or might be completed wholly
6D Melanie Gee or expedient to deal with fractional entitlements or
for the purposes of calculating the said sum, shall or partly after such expiry and may purchase its
6E Noel Harwerth legal or practical problems arising in any territory,
be converted into pounds sterling at the exchange ordinary shares in pursuance of any such contract
the requirements of any regulatory body or stock
6F Kevin Parry rate published in the London edition of the Financial or contracts as if the authority conferred by this
exchange or any other matter whatsoever; and
Times on the day on which the relevant donation is resolution had not expired.
6G Lynne Peacock
made or expenditure incurred (or the first business ii. the allotment (otherwise than pursuant to
6H Martin Pike 12. To authorise and approve that a general meeting,
day thereafter) or, if earlier, on the day on which the subparagraph i. above) of equity securities up to
otherthan an annual general meeting, may be called
6I Luke Savage Company (or its subsidiary, as the case may be) enters an aggregate nominal amount of 12,094,255;
onnot less than 14 clear days notice.
6J Keith Skeoch into any contract or undertaking in relation to thesame. provided that this authority shall expire on the
9. To authorise the Directors (including a duly authorised conclusion of the next annual general meeting of the
7. By separate resolutions, to elect the following Company (or, if earlier, close of business on the date
committee thereof) generally and unconditionally
asDirectors of the Company: falling fifteen months after the date on which this
pursuant to section 551 of the Companies Act 2006 to
7A John Devine exercise all powers of the Company to allot shares in resolution is passed), save that the Company may,
the Company and to grant rights to subscribe for or to before such expiry, make an offer or agreement which
7B Barry ODwyer By Order of the Board
convert any security into shares in the Company up to would or might require equity securities to be allotted
(and/or treasury shares to be sold) after such expiry, Kenneth A Gilmour
a maximum aggregate nominal amount of 80,628,369 Company Secretary
provided that this authority shall (unless previously and the Directors may allot equity securities (and/or
renewed, revoked or varied by the Company in general sell treasury shares) in pursuance of such an offer 24February 2017
meeting) expire on the conclusion of the next annual or agreement as if the authority conferred by this
general meeting of the Company (or, if earlier, close of resolution had not expired.

04 AGM guide AGM guide05


Notes: d. Any person to whom this notice is sent who is a person g. Shareholders have the right to request the Company
a. To be entitled to attend and vote at the AGM (and nominated under section 146 of the Companies Act to (i) circulate, to those entitled to receive this notice,
for the purpose of determination by the Company of 2006 to enjoy information rights (a Nominated Person) additional resolutions to be voted on at the meeting
the votes they may cast), shareholders who have a may, under an agreement between him or her and and (ii) include other matters in the business to be
certificate for their shares or hold them through CREST the shareholder by whom he or she was nominated, dealt with at the AGM, if the shareholders meet the
must be on the Companys register at 6pm (UK time) have a right to be appointed (or to have someone requirements set out in sections 338 and 338A of
on Friday12May2017 or, if the AGM is adjourned, else appointed) as a proxy of such shareholder for the Companies Act 2006. The Company may refuse
at the time which is 48 hours before the time of the the AGM. If a Nominated Person has no such proxy to circulate a proposed resolution, or to include an
adjourned meeting. For persons who hold their shares appointment right or does not wish to exercise it, he additional matter of business, if it is defamatory,
in the StandardLife Share Account, to be entitled to or she may, under any such agreement, have a right to frivolous or vexatious or, in the case of a resolution,
attend in person you must be registered as a member of give instructions to the shareholder asto the exercise ifitwould be ineffective for any reason (for example, it
the StandardLife Share Account and return your voting of voting rights. is inconsistent with law or the Companys constitution).
form with your own name in the nominated proxy box by A request may be in electronic or paper form. It must
e. Nominated Persons may have a right to be appointed
no later than 6pm (UK time) on Friday 12 May 2017 or, state the proposed resolution or the additional matter
(or have someone else appointed) as a proxy in
if the AGM is adjourned, at the time which is 48 hours of business, be authorised by the shareholders
the circumstances set out in note d. The statement
before the time of the adjourned meeting. Changes making it and be received by the Company no later
of the rights of shareholders in relation to the
to the Companys register or the register for the than3April2017 or, if later, the time at which notice
appointmentofproxies in note b. above does not
StandardLife Share Account after the relevant deadline is given of the AGM. A request for a matter to be
applyto NominatedPersons.
shall be disregarded in determining the rights of any included in the business of the meeting must also be
f. Shareholders should note that it is possible that, accompanied by a statement setting out the grounds for
person to attend and vote at the AGM.
pursuant to requests made by shareholders of the the request.
b. Shareholders may appoint another person (a proxy) to Company under section 527 of the Companies Act 2006
exercise all or any of their rights to attend and to speak h. On 24 February 2017 the latest practical business
(the Act), the Company may be required to publish on
and vote on their behalf at the AGM. A shareholder may day before the printing and publication of the Notice of
a website a statement setting out any matter relating
appoint more than one proxy in relation to the AGM, Annual General Meeting the Companys issued share
to: (i) the audit of the Companys accounts (including
provided that each proxy is appointed to exercise the capital consisted of 1,979,059,990 ordinary shares,
the auditors report and the conduct of the audit) that
rights attached to a different share or shares held carrying one vote each. No shares were held in treasury.
are to be laid before the AGM; or (ii) any circumstance
by that shareholder. A proxy does not need to be a Therefore, the total voting rights in the Company as at
connected with an auditor of the Company ceasing
shareholder in the Company. 24 February 2017 were 1,979,059,990.
to hold office since the previous meeting at which
c. A voting form which may be completed either online annual accounts and reports were laid in accordance i. Any shareholder (or their appointed proxy) attending
or in paper form, and which may be used to make a with section 437 of the Act. The Company may not the AGM has the right to ask questions. The Company
proxy appointment and give voting instructions, has require the shareholders requesting any such website must cause to be answered any such question relating
been provided to you along with this notice. In order publication to pay its expenses in complying with to the business being dealt with at the AGM but no such
for such appointment to be made and/or instructions sections 527 or 528 of the Act. Where the Company answer need be given if (i) to do so would interfere
given using the CREST electronic proxy appointment is required to place a statement on a website under unduly with the preparation for the AGM or involve the
service, the appropriate CREST message (a CREST section 527 of the Act, it must forward the statement disclosure of confidential information, (ii) the answer
Proxy Instruction) must be properly authenticated to the Companys auditors not later than the time when has already been given on a website in the form of
in accordance with Euroclear UK & Ireland Limiteds it makes the statement available on the website. The an answer to a question, or (iii) it is undesirable in
specifications, and must contain the information business which may be dealt with at the AGM includes the interests of the Company or the good order of the
required for such instruction, as described in the any statement that the Company has been required meeting that the question be answered.
CRESTManual. under section 527 of the Act to publish on a website.
j. A copy of the Notice of Annual General Meeting,
and other information required by section 311A
of the Companies Act 2006, can be found at
www.standardlife.com/shareholders/agm

06 AGM guide AGM guide07


The resolutions explained

The resolutions that were asking you to vote on are


written in a way that makes them legally valid. To help
make things clearer, we have explained each resolution
here. The Directors consider all the resolutions to be in
the best interests of the Company and our shareholders
as a whole. They unanimously recommend that
shareholders vote in favour of them. If you have any
questions about the resolutions, please contact us using
the details on the back page of this AGM guide.
Sir Gerry Grimstone
Chairman

Ordinary resolutions and special resolutions Resolution 3 ordinary resolution:


There are two kinds of resolutions for you to vote on: To appoint KPMG LLP as auditors
ordinary resolutions and special resolutions. The main We have to appoint auditors at every general meeting
difference between these is the percentage of votes where we present accounts to shareholders. The auditors
neededto approve them. appointment usually lasts from one AGM until the end of
For an ordinary resolution to be passed, more than 50% of the following years AGM.
the votes on it must be in favour. For a special resolution to PricewaterhouseCoopers LLP has been the Groups auditors
be passed, 75% or more of the votes on it must be in favour. since 1994. In order to comply with regulations regarding
We intend that all votes at the AGM will be taken on a poll, mandatory auditor rotation and tendering, and to coincide
rather than on a show of hands. This means that every with the rotation of the engagement of the lead partner,
share voted will count whether you complete and send in in last years Annual report and accounts we announced
your voting form online or by mail, or vote in person at the that we were about to commence a tender process for the
AGM. We think that this is the fairest way to count votes, appointment of the External auditor. This tender resulted in
forallour shareholders. the proposal, subject to shareholder approval at the 2017
AGM, to appoint KPMG LLP as the External auditor for the
Resolution 1 ordinary resolution: 2017 financial year.
To receive and consider the Annual report As part of the procedure when an auditor resigns, the
andaccounts2016 outgoing auditor is required to send a Statement of Reasons
The directors of a company usually present each years to the Company, which the Company is then required
Annual report and accounts at the AGM. You can go to distribute to its shareholders. A copy of this letter is
online at www.standardlife.com/annualreport to read our reproduced on page 21 of this AGM guide.
Annualreport and accounts 2016 and our Strategic report We will be asking you to appoint KPMG LLP as our auditors
and financial highlights 2016 document which contains a until the end of our next AGM.
summary of the most important financial figures.
At the AGM, we will be asking you formally to receive Resolution 4 ordinary resolution:
andconsider the Annual report and accounts 2016, including To authorise the audit committee to set the
the reports of the Directors and of the auditors ontheaccounts. auditorsfees
It is now usual for the audit committee of a company to be
Resolution 2 ordinary resolution: authorised to agree the auditors fees for and on behalf of
To declare a final dividend for 2016 the board of directors of the relevant company.
The Directors recommend that a final dividend is paid We will be asking you to authorise the audit committee of
to shareholders. We will be asking you to approve this the Company to set the auditors fees for 2017 for and on
proposed final dividend payment for 2016 of 13.35 pence behalf of the Board.
oneach ordinary share.
If approved at the AGM, we plan to pay the final dividend
on 23 May 2017 to shareholders whose names were on the
register at close of business on 18 April 2017.

08 AGM guide AGM guide09


Resolution 5 ordinary resolution: Resolution 8 ordinary resolution: Resolution 10 special resolution: The lowest price (not including expenses) we can pay
foreach share is the nominal value of those shares,
To approve the Directors remuneration report, To provide limited authority to the Company and To disapply share preemption rights
which is 12 /9 pence
excluding the remuneration policy itssubsidiaries to make political donations and to If shares are being issued for cash, the Companies Act2006
The Directors remuneration report, setting out how much incurpolitical expenditure says that those shares have to be offered to existing The authorisation will last until our next AGM or for
each Director received in pay and benefits in 2016, is on StandardLife has a longstanding policy not to make shareholders first, in proportion to the number of shares fifteen months from the date this resolution is passed,
pages 80 to 102 of the Annual report and accounts 2016. donations to political parties or election candidates. As they already hold. This is called a preemption right. There ifthat is earlier
In this resolution, we ask you to approve all parts of this detailed in our annual reports and accounts, the Company may be times when it is in the Companys best interests for If we agree to buy back shares before this authority
report, other than the remuneration policy which was has not made any political donations since it first became the Directors to issue shares in another way. expires, the purchase may be completed after the
approved at the AGM in 2015. The vote is advisory and alisted company and we dont intend to change this. We are asking you to authorise the Directors to do this, authority expires
the Directors entitlement to receive remuneration is not But the law in the Companies Act 2006 is very broadly up to a maximum total nominal amount of 12,094,255. Any shares we buy under this authority may either
conditional on it. drafted and says that UK companies cannot incur any This represents 5% of our total issued share capital be cancelled or held in treasury. Treasury shares can
political expenditure or make any political donations to (roundeddown to the nearest whole number) as at be cancelled by the Company, sold for cash or used
Resolutions 6 A, B, C, D, E, F, G, H, I and J political organisations, parties or independent election 24February 2017. We are also asking you to authorise the for the purposes of an employee share scheme. No
ordinary resolutions: candidates without shareholder approval. It is so broad Directors to make some other adjustments that may be dividends are paid on shares held as treasury shares,
that it could cover normal business activities in certain made for technical reasons in connection with rights issues and they dont have any voting rights.
Individual reelection of Directors
circumstances. For example, it could include the funding or other preemptive issues.
The UK Corporate Governance Code recommends that all This resolution reflects the current laws and regulations
of seminars and other functions that politicians may be In respect of shares up to this aggregate nominal amount,
directors of FTSE 350 companies stand for annual election that apply to companies asking for authority to buy
invitedto and supporting organisations that are involved the Directors intend to follow the PreEmption Groups
by shareholders. In line with this, all of our Directors will backtheir own shares. It also follows the relevant
inpolicy review and law reform. Statement of Principles regarding cumulative usage of
be retiring at this years AGM. As John Devine and Barry investor protection guidelines, which are more restrictive
ODwyer were appointed to the Board after our last AGM, If we did fail to comply with these laws the consequences authorities like this one over a rolling threeyear period. in someways.
they will be standing for election. All other Directors will be would be serious. So, like other listed companies, we These principles say that no more than 7.5% of our share
standing for reelection. are asking for your authority as a precaution, in case we capital should be used in this way over a rolling threeyear The total number of options to subscribe for ordinary
unintentionally breach the legislation. period unless shareholders are consulted first. shares currently outstanding is 52,401,021. These
We will be recommending that you vote to reelect (orelect) options relate to awards granted under the Companys
each of the Directors individually. The Company has no shares in treasury and currently share plans. This represents 2.65% of the Companys
Resolution 9 ordinary resolution: has nointention to hold shares in treasury. The right to
The Directors biographies and highlights of each Directors issued share capital as at 24 February 2017. If the
To authorise the Directors to issue further shares sell shares held in treasury is merely intended to provide Company bought back the maximum number of shares
contribution to the Company are on pages 13to15 of this flexibility should the need arise.
The Directors are committed to managing the Companys allowed under the authority given under this resolution
AGM guide.
share capital effectively. Issuing shares is one of the and then cancelled all those shares, the total number
In relation to the proposed reelection of our nonexecutives options they review from time to time. Most listed Resolution 11 special resolution: of options outstanding would represent 2.94% of the
Pierre Danon, Melanie Gee, Noel Harwerth, Kevin Parry, companies renew their directors authority to issue shares To give authority for the Company to buy back up Companys issued share capital as at 24 February 2017.
Lynne Peacock and Martin Pike as Directors, I would like to at each AGM. This gives shareholders the chance to approve to10% of its issued ordinary shares The Company currently has no shares in treasury.
take this opportunity, as Chairman and as is recommended the authority regularly. It also takes account of changes in
The Directors are committed to managing the Companys
by the UK Corporate Governance Code, to confirm that formal the issued share capital since the last AGM. Resolution 12 special resolution:
share capital effectively. Buying back some of the
performance evaluations have again been undertaken for
We will be asking you to authorise the Directors to issue Companys shares is one of the options they review from To allow the Company to call general meetings
each of our nonexecutives. These evaluations show that the
extra shares up to a total nominal amount of 80,628,369. time to time. We will only buy back shares if the Directors on14days notice
performance of each nonexecutive continues to be effective.
Thisrepresents up to 659,686,663 shares and onethird of believe it is in our shareholders best interests and if it will AGMs must always be called with 21 clear days notice,
They have all demonstrated commitment to their roles, they
our total issued share capital (rounded down to the nearest increase earnings per share. The Directors do not currently butother general meetings of the Company may be called
have participated meaningfully and significantly as Directors
whole number) as at 24 February 2017. This authority will intend to use this authority, so this resolution is included on less notice if shareholders agree to a shorter period.
and I have no doubt that they will continue to do so.
expire at the end of the AGM in 2018 (or fifteen months after togive flexibility.
In relation to my own reelection, I am very pleased to the date this resolution is passed, if that is earlier), unless it Our shareholders passed a resolution at our 2016
If the Company did buy back any of its own shares on the AGMagreeing that we could call general meetings
report that our Senior Independent Director, Kevin Parry, is renewed, revoked or varied before that time. The Directors
market, it would be on these terms: (otherthan AGMs) on giving 14 clear days notice. We
has confirmed that my formal performance evaluation do not currently intend to use the authorityexceptto:
shows that my performance also meets the criteria of the The maximum number of ordinary shares we can are proposing a similar resolution at this years AGM so
issue shares to Group employees in line with the terms that we can still do this if we need to. We will only use
UK Corporate Governance Code described above. buy is197,905,999. This represents 10% of our total
ofthe StandardLife (Employee) Share Plan the shorter notice period where the flexibility would be
issuedsharecapital (rounded down to the nearest
Resolutions 7 A and B ordinary resolutions: satisfy options granted to executives under the wholenumber) asat 24February 2017 helpful given the business of the meeting and where we
StandardLife LongTerm Incentive Plan, the StandardLife think it is to the advantage of shareholders as a whole.
Individual election of Directors The maximum price (not including expenses) we can
plc Executive LongTerm Incentive Plan and the So, like other listed companies, we are asking for your
We will be asking you to vote to elect John Devine and payfor each share is the higher of: authority to benefit from the flexibility for another year.
StandardLife Investments LongTerm Incentive Plan.
Barry ODwyer as Directors of the Company. John Devines
Youcan find out more about these plans in the 5% above the average middle market price of the share. If this resolution is passed, the authority will last until
experience and background in operations and technology
Directors remuneration report on pages 80 to 102 of This is based on the London Stock Exchange Daily the 2018 AGM, when we would intend to propose a
as well as his board experience make him an ideal addition
theAnnualreport and accounts 2016 Official List for the five business days immediately similar resolution again.
to the Board. Barry ODwyer has extensive knowledge of
before the day we formally agree to buy the shares, and
the savings market which will ensure customer and client satisfy options granted under the StandardLife
interests remain at the centre of our decision making. Sharesave Plan and the StandardLife Ireland the higher of the price of the last independent trade
SharesavePlan and the highest independent bid price taken from the
We will be recommending that you vote to elect each of
London Stock Exchange Daily Official List at the time
the Directors individually. make any remaining adjustments to demutualisation
we buy the shares
andbonus share entitlements.
Their biographies are on page 15 of this AGM guide.

10 AGM guide AGM guide11


Directors standing for
reelection and election

Directors standing for reelection Directors standing for reelection management. Previously, he spent 20 years with Mercury
Asset Management/Merrill Lynch Investment Managers,
Sir Gerry Grimstone, Chairman becoming head of global marketing in 1999.
Appointed to the Board: March 2006 He holds a BA (Hons) in Philosophy, Politics & Economics
(ChairmansinceMay 2007) from the University of Oxford.
Age: 67
Nationality: British Pierre Danon, nonexecutive Director
Shareholding: 206,626 Appointed to the Board: October 2011
Sir Gerry Grimstone Colin Clark Pierre Danon Melanie Gee Sir Gerry has continued his excellent track record with the Age: 61
Group, leading the Board during a period of significant Nationality: French
change and strategic development. His international Shareholding: 49,656
experience, insight and firm advocacy of the benefits of
strong governance are a great asset to the Board. He is With extensive experience in leading technology and
chairman of the Nomination and Governance Committee. customerfacing businesses, Pierre brings a strong
combination of international commercial and customer skills
Each year, Sir Gerrys performance is subject to a thorough to the Board. He is chairman of the Investment Committee and
review led by the Senior Independent Director. Following a member of the Nomination and Governance Committee.
this years review, the Board concluded that Sir Gerry
Noel Harwerth Kevin Parry Lynne Peacock Martin Pike Pierre is vice chairman of TDC, executive chairman of Volia,
continued to be a very strong Chairman, taking his Board
leadership and stakeholder responsibilitiesvery seriously, independent director of CIEL Investment Limited, and vice
and demonstrating significant time commitment to his chairman of AgroGeneration. From 2000 to 2005, Pierre
role, both in the UK and internationally. was chief executive officer of BT Retail and, subsequently,
chief operating officer of Capgemini Group and chairman of
Sir Gerry is the senior independent director and deputy Eircom. Until June 2012 he also served as chief executive
chairman of Barclays PLC. He has continued in his role officer and then nonexecutive chairman of Numericable
as an independent, public interest, nonexecutive board Completel in Paris.
member of Deloitte LLP and as the lead nonexecutive at
the Ministry of Defence. He is an adviser to the board of He holds a degree in civil engineering from the cole
Luke Savage Keith Skeoch
the Abu Dhabi Commercial Bank. Nationale des Ponts et Chausses, Paris, a law degree from
the Facult de droit, Paris and an MBA from HEC Paris.
Previously, Sir Gerry held senior positions within
Directors standing for election the Department of Health and Social Security and
HMTreasury, and with Schroders plc in London, Melanie Gee, nonexecutive Director
Hong Kong and New York. He was vice chairman of Appointed to the Board: November 2015
Schroders worldwide investment banking activities from Age: 55
1998to1999.
Nationality: British
He holds an MA and an MSc from the University of Oxford. Shareholding: 20,000
Melanie brings deep understanding of investment banking
Colin Clark, executive Director and financial services to the Board. Melanie is chairman
John Devine Barry ODwyer Appointed to the Board: November 2015 of the Remuneration Committee and is a member of the
Age: 58 Investment Committee and Risk and Capital Committee.
Nationality: British Melanie is a nonexecutive director of The Weir Group PLC
Shareholding: 757,766 where she chairs the remuneration committee and is a
member of the audit and nomination committees. She has
With his background in investment management and also served as a nonexecutive director of Drax Group plc.
clientservices, both with StandardLife and elsewhere,
Colin brings important skills to the Board. She was appointed a managing director of Lazard and
Co. Limited in 2008 and became a senior adviser in 2012.
He was appointed to the board of StandardLife Investments Previously, she held various roles with UBS, having been
Biographical details (and shareholdings) Go online to vote at Limited in 2004 as a nonexecutive director. In 2010, appointed a managing director in 1999 and served as a
of the Directors are as at 24 February www.standardlifeshareportal.com he assumed executive responsibility for global client senior relationship director from 2006 to 2008.
2017. Directors ages are as at the date relationship activity, including client management, product
development, distribution management and also brand She holds an MA in Mathematics from the University
of the AGM. ofOxford.

12 AGM guide AGM guide13


Noel Harwerth, nonexecutive Director Lynne Peacock, nonexecutive Director Luke Savage, Chief Financial Officer Directors standing for election
Appointed to the Board: July 2012 Appointed to the Board: April 2012 Appointed to the Board: August 2014
John Devine, nonexecutive Director
Age: 69 Age: 63 Age: 55
Appointed to the Board: July 2016
Nationality: British and American Nationality: British Nationality: British
Age: 58
Shareholding: 10,074 Shareholding: 12,554 Shareholding: 885
Nationality: British
Noels executive background is in international banking. With a successful career in the UK financial services For 30 years Luke has provided corporate and financial Shareholding: 1,321
She brings extensive knowledge of financial and governance industry and a strong focus on customer care, Lynne brings support within the financial services sector and by
issues to the Board. She is a member of the Audit, Nomination important skills to the Board. Her experience as a chief bringing that experience to the Board, has continued to John joined the Board in July 2016. He brings extensive
and Governance, and Risk and Capital Committees. executive officer and in managing change in the financial make an effective contribution to Board deliberations. financial and asset management experience to the
services sector has been of great value to the Board. Board. John is a member of the Investment Committee,
In January she was appointed chair of the UK Export Finance He joined StandardLife from Lloyds of London where the Remuneration Committee, and the Risk and
Lynneis a member of the Audit Committee.
board. As part of this role she is also a nonexecutive he spent 10 years as director of finance and operations. CapitalCommittee.
member of the Department of International Trade board. In April 2016, Lynne was appointed as nonexecutive He had previously held senior finance roles at Deutsche
Noel is outgoing chairman of GE Capital Bank Limited. She chairman of StandardLife Assurance Limited. Lynne is a Bank (UK) as global chief financial officer of equities, From April 2015 until August 2016, John was
also holds nonexecutive director appointments with CHAPS nonexecutive director of Scottish Water and chairs its Morgan Stanley & Company (UK) where he was financial nonexecutive chairman of StandardLife Investments
Clearing Company Limited, the London Metal Exchange, the audit committee. She is a nonexecutive director and senior controller and Lloyds Bank in the corporate banking and (Holdings) Limited. He is a nonexecutive director of
British Horseracing Authorityand Sirius Minerals Plc. independent director of Nationwide Building Society and treasury department. GE Capital International Holdings, Euroclear plc and
chairs its remuneration committee. She is also a member of CitcoCustody Limited.
Noel was previously with Citicorp for 15 years, latterly as the Luke holds a Bachelor of Engineering degree in Electrical
its audit, risk and nomination and governance committees. From 2008 to 2010, John was chief operating
chief operating officer of Citibank International. Her previous and Electronic Engineering (BEng) from the University
Lynne joined National Australia Bank Limited in 2003 and, officer of Threadneedle Asset Management Limited
nonexecutive directorships include Alent plc, Logica PLC, of London and he completed a Chartered Accountants
from 2004 to 2011, she was chief executive officer, UK (Threadneedle). Prior to joining Threadneedle, John
RSA Insurance Group plc and Sumitomo Mitsui Bank. training contract with Price Waterhouse.
(Clydesdale Bank plc and Yorkshire Bank). Previously, she held a number of senior positions at Merrill Lynch in
She holds a law degree from the University of Texas. was with Woolwich plc from 1983 to 2003, finishing her He is a Member of the Institute of Chartered Accountants in London and New York.
career there as chief executive officer. England and Wales and is a member of the governing body
of Queen Mary University of London. He holds a BA (Hons) from Preston Polytechnic and is
Kevin Parry, senior independent Director She holds a BA from North East London Polytechnic. a Member of the Chartered Institute of Public Finance
Appointed to the Board: October 2014 andAccounting.
Martin Pike, nonexecutive Director Keith Skeoch, Chief Executive
Age: 55
Appointed to the Board: May 2006
Nationality: British Appointed to the Board: September 2013 Barry ODwyer, executive Director
Age: 60
Shareholding: 50,000 Age: 55 Appointed to the Board: March 2017
Nationality: British
Kevins international commercial and acquisition experience Nationality: British Age: 46
Shareholding: 2,246,620
is particularly valuable to the Board. He has extensive audit Shareholding: 32,727 Nationality: Irish
and regulatory knowledge gained in a Big4 firm and a Keiths reputation and breadth of experience in the Shareholding: 66,913
The Board continues to benefit from Martins insight,
FTSE 100 asset management and private banking group. industry, his market insights and his extensive knowledge
basedon his broad commercial and strategic risk Barry joined the Board in March 2017. His appointment
He is chairman of the Audit Committee and a member of the of StandardLife are of great benefit to the Board and to
experience. Martin is chairman of the Risk and reflects his extensive knowledge of the savings market.
Nomination and Governance Committee, and the Risk and theGroup.
Capital Committee and isa member of the Audit and In particular, his savings experience informs the Boards
Capital Committee.
RemunerationCommittees. Keith joined StandardLife Investments Limited in 1999 as thinking and ensures customer and client interests remain
Kevin is chairman of Intermediate Group plc (ICG) Chief Investment Officer and has been its Chief Executive at the centre of the Boards decision making.
Martin is a nonexecutive director of esure Group plc,
and a nonexecutive director of Nationwide Building since 2004. Previously he spent nearly 20 years at James
where he chairs the remuneration committee and is Barry was appointed CEO Pensions and Savings in
Society (Nationwide) and Daily Mail and General Trust Capel & Company Limited in a number of roles, including
a member of the audit and risk committee. He is a March2017. He joined StandardLife in 1988 and
plc (DMGT). At ICG he is chairman of the nominations chief economist and managing director international
nonexecutive director of Faraday Underwriting Limited between then and 2008 held various marketing, product
committee and a member of the remuneration committee. equities. He is a nonexecutive director of the Financial
which manages a syndicate at Lloyds, where he is chair development and actuarial roles. From 2008 to 2013 he
At Nationwide he chairs the audit committee and is a Reporting Council, where he is a member of the codes
of the audit and risk committee and a member of the held senior roles with HBOS and Prudential, including
member of the risk and nominations committees. At andstandards committee.
remuneration committee. He is also a nonexecutive as Prudentials deputy chief executive, UK & Europe. He
DMGThe chairs the audit and risk committee. He is
adviser to Travers Smith LLP. He holds a BA from the University of Sussex and an MA rejoined StandardLife in 2013 as Managing Director of
chairman of the Royal National Childrens Foundation.
from the University of Warwick and has been awarded Workplace and Corporate Pensions, and was appointed
Martin spent nearly 30 years as a strategic risk consultant,
He was formerly chairman of the Homes and Community honorary doctorates from the University of Sussex CEO, StandardLife Assurance Limited in 2016.
carrying out a wide range of strategic consulting projects
Agency, a nonexecutive board member of Knight Frank and Teesside University for services to the financial
and M&A assignments. His senior roles included Barry is a Fellow of the Institute of Actuaries. He is a
LLP, CFO of Schroders plc, CEO at Management Consulting servicesindustry.
managing director, risk consulting & software, EMEA, at boardmember of the Association of British Insurers, where
GroupPLC and a managing partner at KPMG.
TowersWatson. He has been elected a Fellow of the Society of Business he is chair of the long term savings committee.
He holds an MA (Hons) in Management Studies from the Economists and a Fellow of the Chartered Institute for
Martin holds an MA in Mathematics from the University
University of Cambridge and he completed a Chartered Securities and Investment.
of Oxford. He is a Fellow of the Institute and Faculty of
Accountants training contract with KPMG.
Actuaries and a Fellow of the Institute of Directors.
Kevin is a Fellow of the Institute of Chartered Accountants
inEngland and Wales.

14 AGM guide AGM guide15


Voting information

Who can vote? How to appoint a proxy if you are a How to vote using an online voting form
Only shareholders who are on the Companys register at 6pm (UK time) on CRESTmember You can fill in a voting form online instead of coming
CREST members who want to appoint a proxy or proxies to the AGM in person. To do this just log on to
Friday12May2017 or, if the AGM is adjourned, at the time which is 48 hours before www.standardlifeshareportal.com
through the CREST electronic proxy appointment service
the time of the adjourned meeting can attend and vote at the AGM in respect of need to follow the procedures described in the CREST If you have already registered for the StandardLife share
the shares registered in their name at that time. Changes to the Companys register Manual. If you are a CREST personal member or CREST portal, you can log on using your username and password.
after this deadline will be disregarded in determining the right to attend and vote at sponsored member, or a CREST member who has appointed If you have not registered yet, you can still get access to
a voting service provider, please get in touch with your vote using your shareholder reference number.
the AGM. If you have notified Capita or the Company (electronically or in hard copy) CREST sponsor or voting service provider, who will be able
of voting instructions or proxy appointment, you may not change your instructions or to take the appropriate action on your behalf. Theres more Once you have logged on, just follow the onscreen
information for CREST participants on page 18. instructions. Your online voting form must be submitted
appointment after the deadline for such submissions unless you are entitled to, and do, by 6pm (UK time) on Friday 12 May 2017 or, if the AGM is
attend the AGM in person. How to appoint a proxy if you hold a adjourned, by the time which is 48 hours before the time
sharecertificate ofthe adjourned meeting.
If you hold a certificate for your Company shares, you
How to vote using the paper voting form
can find out how to appoint a proxy to attend and vote on
Are your shares in the StandardLife Are your shares in the StandardLife your behalf by: To give voting instructions by mail instead of coming to
ShareAccount? (Employee) Share Plan? the AGM in person, you need to choose for, against, or
using
the online voting form log on withheld for each of the resolutions, sign and date the
Your shares in the StandardLife Share Account are See Information for shareholders in the StandardLife
towww.standardlifeshareportal.com form and return it so that it is received by 6pm (UKtime)
held on your behalf in the name of Capita IRG Trustees (Employee) Share Plan on page 19 of this AGM guide.
You will need yourshareholder reference on Friday 12 May 2017 or, if the AGM is adjourned,
(Nominees) Limited, a wholly owned subsidiary of the
numbertodothis. by the time which is 48 hours before the time of the
administrators of the StandardLife Share Account, Capita Do you have a certificate for your StandardLife
IRG TrusteesLimited. using
the paper voting form read the adjournedmeeting.
shares or hold them through CREST?
guidancenoteson the back of the form.
Capita IRG Trustees (Nominees) Limited is the registered You can attend, speak and vote at the AGM in person or Special situations
shareholder but you can tell Capita how you want the you can appoint another person to attend and speak at In both cases: A validly authorised representative of a corporation
votesin respect of your shares to be exercised at the the AGMand to vote instead of you on a show of hands or For UK shareholders to be valid, any voting form, or that is a shareholder may attend the AGM and vote in
AGMby using your voting form. on a poll. This person is called a proxy. A proxy does not other instrument appointing a proxy, must be received person on behalf of the corporation or the corporation
need to be a shareholder in the Company. You can appoint no later than 6pm (UK time) on Friday 12 May 2017 or, may appoint a proxy. They can either submit a CREST
If instead you would like to attend, speak and vote at the
more than one proxy for the AGM as long as each proxy if the AGM is adjourned, by the time which is 48hours Proxy Instruction or complete and return a paper voting
AGM in person, you must confirm this to Capita in your
is appointed to exercise the rights attached to different before the time of the adjourned meeting. Please form. If they use a paper voting form, the common seal
online voting form or, if you are using a paper voting form,
shares. Find out more about this in the Special situations return your paper voting form in the prepaid envelope of the corporation must be applied to it or else it must
by putting your own name in the nominated proxy box
section on pages17 to 18. included in your AGM mail pack, or to the Company be signed by a director, the secretary or another person
onthe form.
Proxies usually only have one vote on a resolution on a at its registered office in the UK, or by hand (during who is authorised to sign for the corporation, stating the
If you prefer, you can tell Capita to appoint someone else normal business hours only) or by post to StandardLife
show of hands. The exception is where a proxy has been capacity in which they are signing.
to attend the AGM and vote on your behalf. To do this, Shareholder Services, 34 Beckenham Road, Beckenham,
appointed by more than one shareholder entitled to vote on Any corporation that is a shareholder can appoint one or
you need to put the persons name in your online voting Kent BR3 4TU.
the resolution and has been instructed by one shareholder more corporate representatives to exercise its rights as
form or write it in the nominated proxy box on the paper
to vote for the resolution and by another shareholder to For overseas shareholders to be valid, any voting form, a shareholder. If there is more than one representative,
votingform.
vote against the resolution. Then the proxy will be allowed or other instrument appointing a proxy, must be received they must be acting in relation to different shares.
Important: If you do not submit an online voting form or two votes on a show of hands one vote for and one vote by Capita Registrars Limited (trading as Capita Asset
complete and return a paper voting form so that Capita against the resolution. If you come to the AGM and vote in Services) by mail or (during normal business hours only) If a shareholder is a patient under mental health
receives it no later than 6pm (UK time) on Friday 12 May person, that vote will count and any proxy youve appointed by hand at its office in your region (see the back page legislation or subject to a court order because they
2017 or, if the AGM is adjourned, by the time which is on your voting form will not be able to vote on your behalf. of this AGM guide for details), or by the Company at its cannot manage their own affairs, the person appointed
48hours before the time of the adjourned meeting then registered office in the UK, no later than 6pm (UK time) to act for them may act as their representative at the
your vote will not count and neither you nor anybody you on Friday 12 May 2017 or, if the AGM is adjourned, AGM or any adjournment. This person may exercise
want to appoint as a proxy will be able to attend the AGM. by the time which is 48 hours before the time of the all their rights as a shareholder, including the right to
adjourned meeting. appointaproxy.

If you return your completed voting form, other such


instrument or any CREST Proxy Instruction (as described
on pages 17 to 18) you can still come to the AGM and
vote in person if you want to. If you attend the AGM and
vote in person, that vote will count and any proxy you
appointed in your voting form will not be able to vote on
your behalf.

16 AGM guide AGM guide17


Any power of attorney or evidence of other authority More information for CREST participants Information for shareholders in the Where a proxy is appointed by more than one shareholder
under which a paper voting form is signed, or a copy StandardLife (Employee) Share Plan entitled to vote on a resolution and is instructed by one
For a proxy appointment or instruction made using
of the power of attorney or evidence of authority that shareholder to vote for the resolution and by another
the CREST electronic proxy appointment service to be Your shares in the StandardLife (Employee) Share Plan
has been certified by a solicitor or notary public, shareholder to vote against the resolution, then the proxy
valid, the appropriate CREST message (a CREST Proxy (the Plan) are held on your behalf by Capita IRG Trustees
must be sent, along with the paper voting form will be allowed two votes on a show of hands one vote
Instruction)must: Limited, which has been appointed to administer the Plan
(ifused), so as toarrive no later than 6pm (UK time) for and one vote against the resolution.
on Friday12May2017 or, if the AGM is adjourned, be properly authenticated in accordance with the on behalf of the Company and its employees.
specifications of Euroclear UK & Ireland Limited Please note that a vote withheld is not a vote in law.
by the time which is 48 hours before the time of the You can instruct Capita how you want the votes in respect
(Euroclear) Thismeans that it will not be counted in the votes for or
adjournedmeeting. of your shares to be exercised at the AGM. If you would against the resolution. If no voting indication is given,
You can only appoint one proxy online. If you want to contain the information needed for the instruction, prefer, you can attend, speak and vote at the AGM in your proxy may vote or abstain from voting at his or her
appoint more than one proxy, you will need to use paper asdescribed in the CREST Manual person unless you are a member of the Plan in Ireland, discretion. Your proxy may vote (or abstain from voting) as
voting forms. You can get extra paper voting forms by where more restrictive laws apply. If you want to attend the he or she thinks fit in relation to any other matter which is
be transmitted (whether the message constitutes the AGM, you must put your name in the Nominating a Proxy
calling StandardLife Shareholder Services (the contact appointment of a proxy or is an amendment to the put before the AGM.
details are on the back page of this AGM guide) or you box on your voting form. If you prefer, you can tell Capita to
instruction given to a previously appointed proxy) appoint someone else to attend the AGM and vote on your
can photocopy your paper voting form, if you received so that it is received by the issuers agent Capita The result of the vote
one. You will be asked to specify the number of shares behalf. If you want to do this, you should put their name in
Registrars Limited (trading as Capita Asset Services) the Nominating a Proxy box. Again, this doesnt apply if You can find out the result of the vote at the AGM later
for which each proxy is authorised to act. If you appoint (CREST participant ID RA10) by 6pm (UK time) on that day by visiting our website at www.standardlife.com
one or more proxies and the total number of shares you you are a member of the Plan in Ireland.
Friday12May2017 or, if the AGM is adjourned, by the or contacting us between 8.30am and 5.30pm
specify is higher than the total number of shares you time which is 48 hours before the time of the adjourned Important: If you do not complete and submit your voting (UK time), Monday to Friday on 0345 113 0045* or
hold at 6pm (UK time) on Friday 12 May 2017 or, if the meeting. For this purpose, the time it is received will form so that Capita receives it no later than 6pm (UK time) +44 (0)20 3367 8224* if calling from overseas.
AGM is adjourned, at the time which is 48 hours before be taken to be the time from which the issuers agent on Friday 12 May 2017 or, if the AGM is adjourned, by the
the time of the adjourned meeting then we may not * Calls may be monitored and/or recorded to protect both you
is able to retrieve the message by enquiry to CREST time which is 48 hours before the time of the adjourned
be able to treat any of the appointments as valid. If you andus and help with our training. Call charges will vary.
in the manner that is required by CREST. This will be meeting then your voting form will not count and neither
submit more than one valid proxy appointment or voting determined by the timestamp applied to the message you nor anybody you want to appoint as a proxy will be
form in respect of the same shares, the last appointment Documents for inspection
by the CREST Application Host. After this time any able to attend the AGM.
we receive before the deadline will take precedence. You Copies of these documents are available for inspection:
change of instructions to proxies appointed through
must sign and date all paper voting forms, and should CREST should be communicated to the appointee Number of votes the Directors service contracts or letters of appointment
return them in the same envelope. through other means. On a poll, each shareholder who is entitled to vote and is the Directors deeds of indemnity, entered into in
In the case of joint shareholdings, if more than one of present at the AGM in person or by proxy or, in the case connection with the indemnification of Directors
Its important for CREST members and, where applicable,
the joint holders purports to appoint a proxy, only the of a shareholder corporation or a shareholder unable to provisions in the Companys articles of association
their CREST sponsors, or voting service providers to be
appointment submitted by the most senior holder will be manage his or her affairs, is represented by a properly
aware that Euroclear does not make special procedures
accepted. Seniority is determined by the order in which authorised representative (see the Special situations the rules of the StandardLife plc Executive
available in CREST for any particular message. This means
the names of the joint holders appear in the Companys section on pages 17 to 18) may cast (or direct the casting LongTermIncentive Plan
that normal system timings and limitations will apply to the
register of members in respect of the joint holding. The of) one vote for each share held. In the case of proxies, the Companys articles of association.
input of CREST Proxy Instructions. It is the responsibility of
shareholder named first is the most senior. they may cast one vote for each share to which their
the CREST member concerned to take any action needed You can see them during normal business hours from
appointment relates. A proxy or a properly authorised
The statements in this Voting information section on the to ensure that a message is transmitted by means of the Monday to Friday (except public holidays) at both
representative may cast the votes of the shareholder he
rights of shareholders to appoint proxies do not apply CREST system by any particular time. If a CREST member StandardLife House, 30 Lothian Road, Edinburgh EH1 2DH
or she is acting for (in accordance with any instructions
to anyone who is a person nominated under section is a CREST personal member, or a sponsored member, and at the offices of the Companys solicitors, Slaughter
given) as well as any votes he or she may cast in his or her
146 of the Companies Act 2006 to enjoy information or has appointed a voting service provider, it is their and May, OneBunhill Row, London EC1Y 8YY. Copies will
own right as a shareholder in theCompany.
rights (aNominated Person). Only shareholders in the responsibility to make sure that his or her CREST sponsor also be available for inspection at the AGM for at least
Company can use these rights to appoint proxies. A or voting service provider(s) take(s) that action. CREST On a show of hands, each shareholder who is entitled to 15minutes before and throughout the meeting.
Nominated Person may, under an agreement between members and, where applicable, their CREST sponsors or vote and is present at the AGM in person or by proxy or,
him or her and the shareholder who nominated him or voting service providers should read those sections of the in the case of a shareholder corporation or a shareholder
her, have a right to be appointed (or to have someone CREST Manual about practical limitations of the CREST unable to manage his or her affairs, is represented by
else appointed) as a proxy for the AGM. If a Nominated system and timings. a properly authorised representative (see the Special
Person does not have a proxy appointment right or situations section on pages 17 to 18) may cast one vote.
The Company may treat a CREST Proxy Instruction as
does not want to use it, he or she may have a right invalid in the circumstances set out in Regulation 35(5)(a)
under an agreement like the one described above to of the Uncertificated Securities Regulations 2001.
give instructions to the shareholder on the exercise of
votingrights.

18 AGM guide AGM guide19


Auditor Statement of Reasons

20 AGM guide AGM guide21


About the meeting How to get there

Please read this if you are coming to the AGM The Edinburgh International Conference Centre (EICC) is at
The Exchange, 150 Morrison Street, Edinburgh EH3 8EE.

Agenda 12:45pm Doors to registration area open.


York Place
Light refreshments will be available on arrival.
Forth Road Bridge,
Perth, Inverness, eet
1:40pm Auditorium opens. A90 North
e n Str St Andrew
Square
u e

Hano
Q St Andrew
nt Rd
2:00pm Annual General Meeting begins. Rege
Square

ver S
reet t

No r t
Qu ge S t ee Berwick-upon-Tweed,
G eo r Str

t
e en Charlotte Princes Street A1 East
sfe

h Br i
Square
es

The M
Belford
Road rr y nc Waverley
et St Pri

dge S
re

o
Pa Pl
St nd

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t
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lm ac
ill
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elv Edinburgh

sto
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Who can attend? Assistance

outh
Castle

Lothian
a

Geor
Sh Pla
K i ng
West End-Princes Street St
a
stl b l e s e Co w g a
te
Only shareholders or their authorised representatives or There is an induction loop in the auditorium to enhance the st d rrac

ge IV
Ca

Bridg
eT n Te
Edinburgh Airport, Weitlanet Torphichen er R d
rac J o h n s to
sma
rke t
Public car parks and
proxies should attend the AGM. Anyone else accompanying sound for those with hearing aids. There will also be sign

Road
e
Glasgow, Stirling, e Street

Brid g
M a St r
s
G ra
onstreet parking areas

e
A8 West
them may be admitted at StandardLifes discretion, but language interpreters. Special facilities will be available for st P o r
t

e
Haymarket M o r r i s o n St r We
eet are marked on the map.

Pot
willnot be entitled to speak or vote. those in wheelchairs. If you have any special requirements,

Semreet

tero
St
East Fountainbridge

ad
Haymarket
please talk to one of the stewards when you arrive.

ple
riston Place

w
Ro
ad Lau
Admission alr
Ro

y
D a ch
ro
Photography e

Home St
pp ridg
You will be asked to provide proof of identity, as well as es
t A nta
inb
Fou
your letter or email from the Chairman. If you do not have Photographers will be taking pictures of the speakers W
Edinburgh International
your letter or email, you may be asked to provide two forms and audience during the meeting. These may be used Conference Centre Carlisle,
Restricted access

of identity. When you are admitted, you will receive an for promotional purposes in all media. If you do not 150 Morrison Street A702 South Parking
Tram stop
electronic handset. If you have been appointed as proxy want to be included, please make sure that you sit in the
for a shareholder entitled to vote, please let the admission photographyfree area. Or, if you see a camera pointing at Collins Bartholomew Ltd 2017

staff know. They will direct you to a proxy holder desk. You you, please feel free to turn away.
should bring proof of identity with you and you will also
be asked to confirm the details of the shareholder you are About the meeting By train By tram
representing. We reserve the right to refuse entry in the The resolutions set out on pages 4 to 6 will be considered There are two railway stations in Edinburgh Haymarket The nearest tram stop to the venue is at Haymarket train
event we are not satisfied with proof of identity or authority. atthe AGM. You will be asked to vote on these resolutions. and Waverley. Both stations have taxi ranks. If you station. Full details regarding trams are available at
prefer to walk, from Haymarket railway station it is about www.edinburghtrams.com
Security Questions 10minutes walk and from Waverley railway station
To help keep our guests safe, there will be security guards After the presentations, shareholders will have the
it is about 25minutes walk. Train times are available By car
at the venue. These security guards may ask to check by calling: National Rail Enquiries on 03457 484950 From the west of the city
opportunity to ask questions in an open forum session.
the contents of your bags for security reasons, and to or +44 (0)20 7278 5240 if calling from overseas or at
The Chairman and other members of the Board will also be www.thetrainline.com Follow the M8, Calder Rd, Dalry Rd, West Maitland St,
make sure that you are not taking any cameras, laptop
available after the meeting for more informal discussions. Torphichen St, Morrison St.
computersorrecording equipment into the AGM. If you
do not want the security team to check your bags, you By bus From the east of the city
will need to leave them in the cloakroom before you are Do you have any other questions Buses from outside Edinburgh stop at the bus station in Follow the A1, London Rd, York Pl, Queen St,
allowedintothe AGM. aboutthemeeting? St.Andrew Square. This is about 30 minutes walk to the NorthCharlotte St, Lothian Rd, Western Approach Rd,
Just call us and we will be pleased to help. You can find out EICC. If you are travelling by bus locally, please check the Morrison Link, Morrison St.
Cloakrooms how to get in touch on the back page of this AGM guide. latest bus routes and timetables at www.lothianbuses.com
From the south of the city
There are cloakrooms at the venue. Space in the cloakrooms For bus travel updates go to www.travelinescotland.com
may be limited, so please do not bring any large items of Follow the A720, Comiston Rd, Morningside Rd, Bruntsfield Pl,
hand baggage with you. If you are carrying any cameras, Home St, Thornybauk, Ponton St, Semple St, Morrison St.
By air
laptop computers or recording equipment, you must From the north of the city
leave these in the cloakrooms before you will be allowed Edinburgh airport is to the west of the city, six miles
fromthe EICC. Taxi journey time from the airport is around Follow the Forth Road Bridge, A90, Queensferry Rd,
intothemeeting.
25minutes. There is also a bus and tram service to the Queensferry St, Melville St, Manor Pl, Torphichen St,
citycentre. Trams are every 10 minutes with a journey Morrison St.
timeof around 30 minutes. The nearest tram and bus Or, from Stirling, follow the M9, M8, Calder Rd, Dalry Rd,
stop for the EICC, which is about 10 minutes walk, is West Maitland St, Torphichen St, Morrison St.
Haymarketrailway station. Just follow the signs.
These directions are accurate at the time of printing.

22 AGM guide AGM guide23


Contact details
Our share registrar teams can help answer any questions you have.
Contact our registrar, Capita, for any questions about the AGM, voting,
dividends or your shareholding:

UK and Ireland Germany and Austria Canada


phone phone phone
0345 113 0045* +49 (0)69 9753 3030 18669829939
+353 (1) 431 9829*
email email
+44 (0)20 3367 8224*
fragen@standardlifeshares.de questions@standardlifeshares.ca
* Calls may be monitored and/or recorded
toprotect both you and us and help with visit visit
ourtraining. Call charges will vary.
www.standardlifeshareportal.com/de www.standardlifeshareportal.com
email (English)
address
questions@standardlifeshares.com
StandardLife Aktionrsservice www.standardlifeshareportal.com/fr
visit Postfach 2705 (French)
www.standardlifeshareportal.com 36243 Niederaula address
Germany
address StandardLife Shareholder Services
StandardLife Shareholder Services P.O. Box 4636, Station A
34 Beckenham Road Toronto M5W 7A4
Beckenham Canada
Kent
BR3 4TU

Secretary, registered office Electronic addresses provided in this document or any related document
and head office: including in the Strategic report and financial highlights 2016, Shareholder News,
Kenneth A Gilmour Annual report and accounts 2016, your voting form and the letter or email from
StandardLife plc the Chairman about the 2017 AGM should only be used to communicate with
StandardLife House the Company for the purposes expressly stated.
30 Lothian Road Please remember that the value of shares can go down as well as up and you
Edinburgh may not get back the full amount invested or any income from it. All figures
EH1 2DH and share price information have been calculated as at 24 February 2017
(unlessotherwiseindicated).

www.standardlife.com
StandardLife plc is registered in Scotland (SC286832) at StandardLife House, 30 Lothian Road, Edinburgh EH1 2DH.
www.standardlife.com 2017 StandardLife, images reproduced under licence

UKNM170317Published by Adare SEC (Nottingham) Limited