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
of StandardLife plc (the Company) will be held at the Edinburgh International
Conference Centre, The Exchange, 150 Morrison Street, Edinburgh EH3 8EE on
Tuesday 16 May 2017 at 2pm to consider and, if thought fit, to pass the resolutions
set out on the following pages, of which resolutions 1 to 9 will be proposed as
ordinary resolutions and resolutions 10 to 12 will be proposed as special resolutions.
1. To receive and consider the accounts for the year to 8. In accordance with sections 366 and 367 of the
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
Directors and of the auditors on those accounts. Company and all companies that are subsidiaries
of the Company at the time at which this resolution
2. To declare a final dividend of 13.35 pence per ordinary
is passed or at any time during the period for which
share in respect of the year to 31 December 2016.
thisresolution has effect to:
3. To appoint KPMG LLP as auditors of the Company
i. make political donations to political parties or
untilthe conclusion of the next annual general meeting
independent election candidates, as defined in
of the Company.
sections 363 and 364 of the Act, not exceeding in
4. To authorise the audit committee of the Company aggregate 100,000;
to set the fees of the auditors for the year to
ii. make political donations to political
31December2017 for and on behalf of the Board
organisationsother than political parties, as
ofDirectors of the Company.
defined in sections363 and 364 of the Act, not
5. To approve the Directors remuneration report for the exceeding inaggregate 100,000; and
year to 31 December 2016, set out on pages 80 to 102
iii. incur political expenditure, as defined in section365
of the Annual report and accounts 2016, excluding the
of the Act, not exceeding in aggregate100,000;
Directors remuneration policy.
during the period beginning with the date on which
6. By separate resolutions, to reelect the following
this resolution is passed and ending at the conclusion
asDirectors of the Company:
of the next annual general meeting of the Company
6A Sir Gerry Grimstone (or, if earlier, close of business on the date falling
fifteen months after the date on which this resolution
6B Colin Clark
is passed), provided that each authorised sum referred
6C Pierre Danon to in paragraphs i., ii. and iii. above may be comprised
of one or more amounts in different currencies which,
6D Melanie Gee
for the purposes of calculating the said sum, shall
6E Noel Harwerth
be converted into pounds sterling at the exchange
6F Kevin Parry rate published in the London edition of the Financial
Times on the day on which the relevant donation is
6G Lynne Peacock
made or expenditure incurred (or the first business
6H Martin Pike
day thereafter) or, if earlier, on the day on which the
6I Luke Savage Company (or its subsidiary, as the case may be) enters
6J Keith Skeoch into any contract or undertaking in relation to thesame.
9. To authorise the Directors (including a duly authorised
7. By separate resolutions, to elect the following
committee thereof) generally and unconditionally
asDirectors of the Company:
pursuant to section 551 of the Companies Act 2006 to
7A John Devine exercise all powers of the Company to allot shares in
the Company and to grant rights to subscribe for or to
7B Barry ODwyer
convert any security into shares in the Company up to
a maximum aggregate nominal amount of 80,628,369
provided that this authority shall (unless previously
renewed, revoked or varied by the Company in general
meeting) expire on the conclusion of the next annual
general meeting of the Company (or, if earlier, close of
04 AGM guide
business on the date falling fifteen months after the
date on which this resolution is passed), save that the
Company may, before such expiry, make an offer or
agreement which would or might require shares to be
allotted or rights to subscribe for or convert securities
into shares to be granted after such expiry, and the
Directors may allot shares or grant rights to subscribe
for or convert securities into shares in pursuance of
such an offer or agreement as if the authority conferred
by this resolution had not expired.
committee thereof) to: (a) allot equity securities (as
defined in section 560 of the Companies Act 2006
(theAct)) for cash pursuant to the authority conferred
by resolution 9; and/or (b) sell ordinary shares held by
the Company as treasury shares for cash, in each case
as if section 561(1) of the Act did not apply to any such
allotment and/or sale, providedthat this power shall be
limited to:
i. the allotment of equity securities and/or sale of
treasury shares in connection with a rights issue,
open offer or any other preemptive offer:
a) to holders of ordinary shares (excluding any
holder of shares held as treasury shares) in
proportion (as nearly as may be practicable) to
their existing holdings; and
b) to holders of other equity securities (excluding
any holder of shares held as treasury shares),
as required by the rights of those securities, or
as the Directors otherwise consider necessary,
subject, in either case, to such exclusions or other
arrangements as the Directors (including a duly
authorised committee thereof) may deem necessary
or expedient to deal with fractional entitlements or
legal or practical problems arising in any territory,
the requirements of any regulatory body or stock
exchange or any other matter whatsoever; and
ii. the allotment (otherwise than pursuant to
subparagraph i. above) of equity securities up to
an aggregate nominal amount of 12,094,255;
provided that this authority shall expire on the
conclusion of the next annual general meeting of the
Company (or, if earlier, close of business on the date
falling fifteen months after the date on which this
resolution is passed), save that the Company may,
before such expiry, make an offer or agreement which
By Order of the Board
would or might require equity securities to be allotted
(and/or treasury shares to be sold) after such expiry,
Company Secretary
and the Directors may allot equity securities (and/or
sell treasury shares) in pursuance of such an offer
or agreement as if the authority conferred by this
resolution had not expired.
11. To authorise the Company generally and
unconditionally for the purposes of section 701 of
the Companies Act 2006 (the Act) to make market
purchases, within the meaning of section 693(4) of the
Act, of its own ordinary shares of 1229 pence each,
subject to the following conditions:
i. the maximum number of such ordinary shares
hereby authorised to be purchased is197,905,999;
ii. the maximum price, exclusive of expenses,
whichmay be paid for any such ordinary share
isthe higher of:
a) 5% above the average of the middle market
quotations for the ordinary shares in the
Company as derived from the London Stock
Exchange Daily Official List for the five
business days immediately preceding the date
on which such ordinary shares are contracted
to be purchased; and
b) the higher of the price of the last independent
trade and the highest current independent bid
on the London Stock Exchange Daily Official
List at the time the purchase is carried out;
iii. the minimum price, exclusive of expenses,
which may be paid for any such ordinary share
is1229pence;and
iv. such authority shall (unless renewed prior to such
time) expire on the conclusion of the next annual
general meeting of the Company (or, if earlier, close
of business on the date falling fifteen months after
the date on which this resolution is passed), save
that the Company may, before such expiry, enter
into a contract or contracts to purchase its ordinary
shares which would or might be completed wholly
or partly after such expiry and may purchase its
ordinary shares in pursuance of any such contract
or contracts as if the authority conferred by this
resolution had not expired.
12. To authorise and approve that a general meeting,
otherthan an annual general meeting, may be called
onnot less than 14 clear days notice.
Kenneth A Gilmour
24February 2017
AGM guide05
Notes:
a. To be entitled to attend and vote at the AGM (and
for the purpose of determination by the Company of
the votes they may cast), shareholders who have a
certificate for their shares or hold them through CREST
must be on the Companys register at 6pm (UK time)
on Friday12May2017 or, if the AGM is adjourned,
at the time which is 48 hours before the time of the
adjourned meeting. For persons who hold their shares
in the StandardLife Share Account, to be entitled to
attend in person you must be registered as a member of
the StandardLife Share Account and return your voting
form with your own name in the nominated proxy box by
e. Nominated Persons may have a right to be appointed
no later than 6pm (UK time) on Friday 12 May 2017 or,
if the AGM is adjourned, at the time which is 48 hours
before the time of the adjourned meeting. Changes
to the Companys register or the register for the
StandardLife Share Account after the relevant deadline
shall be disregarded in determining the rights of any
f. Shareholders should note that it is possible that,
person to attend and vote at the AGM.
b. Shareholders may appoint another person (a proxy) to
exercise all or any of their rights to attend and to speak
and vote on their behalf at the AGM. A shareholder may
appoint more than one proxy in relation to the AGM,
provided that each proxy is appointed to exercise the
rights attached to a different share or shares held
by that shareholder. A proxy does not need to be a
shareholder in the Company.
c. A voting form which may be completed either online
or in paper form, and which may be used to make a
proxy appointment and give voting instructions, has
been provided to you along with this notice. In order
for such appointment to be made and/or instructions
given using the CREST electronic proxy appointment
service, the appropriate CREST message (a CREST
Proxy Instruction) must be properly authenticated
in accordance with Euroclear UK & Ireland Limiteds
specifications, and must contain the information
required for such instruction, as described in the
CRESTManual.
06 AGM guide
d. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act
2006 to enjoy information rights (a Nominated Person)
may, under an agreement between him or her and
the shareholder by whom he or she was nominated,
have a right to be appointed (or to have someone
else appointed) as a proxy of such shareholder for
the AGM. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he
or she may, under any such agreement, have a right to
give instructions to the shareholder asto the exercise
of voting rights.
(or have someone else appointed) as a proxy in
the circumstances set out in note d. The statement
of the rights of shareholders in relation to the
appointmentofproxies in note b. above does not
applyto NominatedPersons.
pursuant to requests made by shareholders of the
Company under section 527 of the Companies Act 2006
(the Act), the Company may be required to publish on
a website a statement setting out any matter relating
to: (i) the audit of the Companys accounts (including
the auditors report and the conduct of the audit) that
are to be laid before the AGM; or (ii) any circumstance
connected with an auditor of the Company ceasing
to hold office since the previous meeting at which
annual accounts and reports were laid in accordance
with section 437 of the Act. The Company may not
require the shareholders requesting any such website
publication to pay its expenses in complying with
sections 527 or 528 of the Act. Where the Company
is required to place a statement on a website under
section 527 of the Act, it must forward the statement
to the Companys auditors not later than the time when
it makes the statement available on the website. The
business which may be dealt with at the AGM includes
any statement that the Company has been required
under section 527 of the Act to publish on a website.
g. Shareholders have the right to request the Company
to (i) circulate, to those entitled to receive this notice,
additional resolutions to be voted on at the meeting
and (ii) include other matters in the business to be
dealt with at the AGM, if the shareholders meet the
requirements set out in sections 338 and 338A of
the Companies Act 2006. The Company may refuse
to circulate a proposed resolution, or to include an
additional matter of business, if it is defamatory,
frivolous or vexatious or, in the case of a resolution,
ifitwould be ineffective for any reason (for example, it
is inconsistent with law or the Companys constitution).
A request may be in electronic or paper form. It must
state the proposed resolution or the additional matter
of business, be authorised by the shareholders
making it and be received by the Company no later
than3April2017 or, if later, the time at which notice
is given of the AGM. A request for a matter to be
included in the business of the meeting must also be
accompanied by a statement setting out the grounds for
the request.
h. On 24 February 2017 the latest practical business
day before the printing and publication of the Notice of
Annual General Meeting the Companys issued share
capital consisted of 1,979,059,990 ordinary shares,
carrying one vote each. No shares were held in treasury.
Therefore, the total voting rights in the Company as at
24 February 2017 were 1,979,059,990.
i. Any shareholder (or their appointed proxy) attending
the AGM has the right to ask questions. The Company
must cause to be answered any such question relating
to the business being dealt with at the AGM but no such
answer need be given if (i) to do so would interfere
unduly with the preparation for the AGM or involve the
disclosure of confidential information, (ii) the answer
has already been given on a website in the form of
an answer to a question, or (iii) it is undesirable in
the interests of the Company or the good order of the
meeting that the question be answered.
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
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:
ordinary resolutions and special resolutions. The main
difference between these is the percentage of votes
neededto approve them.
For an ordinary resolution to be passed, more than 50% of
the votes on it must be in favour. For a special resolution to
be passed, 75% or more of the votes on it must be in favour.
We intend that all votes at the AGM will be taken on a poll,
rather than on a show of hands. This means that every
share voted will count whether you complete and send in
your voting form online or by mail, or vote in person at the
AGM. We think that this is the fairest way to count votes,
forallour shareholders.
Resolution 1 ordinary resolution:
To receive and consider the Annual report
andaccounts2016
The directors of a company usually present each years
Annual report and accounts at the AGM. You can go
online at www.standardlife.com/annualreport to read our
Annualreport and accounts 2016 and our Strategic report
and financial highlights 2016 document which contains a
summary of the most important financial figures.
At the AGM, we will be asking you formally to receive
andconsider the Annual report and accounts 2016, including
the reports of the Directors and of the auditors ontheaccounts.
Resolution 2 ordinary resolution:
To declare a final dividend for 2016
The Directors recommend that a final dividend is paid
to shareholders. We will be asking you to approve this
proposed final dividend payment for 2016 of 13.35 pence
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.
To appoint KPMG LLP as auditors
We have to appoint auditors at every general meeting
where we present accounts to shareholders. The auditors
appointment usually lasts from one AGM until the end of
the following years AGM.
PricewaterhouseCoopers LLP has been the Groups auditors
since 1994. In order to comply with regulations regarding
mandatory auditor rotation and tendering, and to coincide
with the rotation of the engagement of the lead partner,
in last years Annual report and accounts we announced
that we were about to commence a tender process for the
appointment of the External auditor. This tender resulted in
the proposal, subject to shareholder approval at the 2017
AGM, to appoint KPMG LLP as the External auditor for the
2017 financial year.
As part of the procedure when an auditor resigns, the
outgoing auditor is required to send a Statement of Reasons
to the Company, which the Company is then required
to distribute to its shareholders. A copy of this letter is
reproduced on page 21 of this AGM guide.
We will be asking you to appoint KPMG LLP as our auditors
until the end of our next AGM.
Resolution 4 ordinary resolution:
To authorise the audit committee to set the
auditorsfees
It is now usual for the audit committee of a company to be
authorised to agree the auditors fees for and on behalf of
the board of directors of the relevant company.
We will be asking you to authorise the audit committee of
the Company to set the auditors fees for 2017 for and on
behalf of the Board.

08 AGM guide AGM guide09

Resolution 5 ordinary resolution:
To approve the Directors remuneration report,
excluding the remuneration policy
The Directors remuneration report, setting out how much
each Director received in pay and benefits in 2016, is on
pages 80 to 102 of the Annual report and accounts 2016.
In this resolution, we ask you to approve all parts of this
report, other than the remuneration policy which was
approved at the AGM in 2015. The vote is advisory and
the Directors entitlement to receive remuneration is not
conditional on it.
Resolutions 6 A, B, C, D, E, F, G, H, I and J
ordinary resolutions:
Individual reelection of Directors
The UK Corporate Governance Code recommends that all
directors of FTSE 350 companies stand for annual election
by shareholders. In line with this, all of our Directors will
be retiring at this years AGM. As John Devine and Barry
ODwyer were appointed to the Board after our last AGM,
they will be standing for election. All other Directors will be
standing for reelection.
We will be recommending that you vote to reelect (orelect)
each of the Directors individually.
The Directors biographies and highlights of each Directors
contribution to the Company are on pages 13to15 of this
AGM guide.
In relation to the proposed reelection of our nonexecutives
Pierre Danon, Melanie Gee, Noel Harwerth, Kevin Parry,
Lynne Peacock and Martin Pike as Directors, I would like to
take this opportunity, as Chairman and as is recommended
by the UK Corporate Governance Code, to confirm that formal
performance evaluations have again been undertaken for
each of our nonexecutives. These evaluations show that the
performance of each nonexecutive continues to be effective.
They have all demonstrated commitment to their roles, they
have participated meaningfully and significantly as Directors
and I have no doubt that they will continue to do so.
In relation to my own reelection, I am very pleased to
report that our Senior Independent Director, Kevin Parry,
has confirmed that my formal performance evaluation
shows that my performance also meets the criteria of the
UK Corporate Governance Code described above.
Resolutions 7 A and B ordinary resolutions:
Individual election of Directors
We will be asking you to vote to elect John Devine and
Barry ODwyer as Directors of the Company. John Devines
experience and background in operations and technology
as well as his board experience make him an ideal addition
to the Board. Barry ODwyer has extensive knowledge of
the savings market which will ensure customer and client
interests remain at the centre of our decision making.
We will be recommending that you vote to elect each of
the Directors individually.
Their biographies are on page 15 of this AGM guide.
10 AGM guide
Resolution 8 ordinary resolution:
To provide limited authority to the Company and
itssubsidiaries to make political donations and to
incurpolitical expenditure
StandardLife has a longstanding policy not to make
donations to political parties or election candidates. As
detailed in our annual reports and accounts, the Company
has not made any political donations since it first became
alisted company and we dont intend to change this.
But the law in the Companies Act 2006 is very broadly
drafted and says that UK companies cannot incur any
political expenditure or make any political donations to
political organisations, parties or independent election
candidates without shareholder approval. It is so broad
that it could cover normal business activities in certain
circumstances. For example, it could include the funding
of seminars and other functions that politicians may be
invitedto and supporting organisations that are involved
inpolicy review and law reform.
If we did fail to comply with these laws the consequences
would be serious. So, like other listed companies, we
are asking for your authority as a precaution, in case we
unintentionally breach the legislation.
Resolution 9 ordinary resolution:
To authorise the Directors to issue further shares
The Directors are committed to managing the Companys
share capital effectively. Issuing shares is one of the
options they review from time to time. Most listed
companies renew their directors authority to issue shares
at each AGM. This gives shareholders the chance to approve
the authority regularly. It also takes account of changes in
the issued share capital since the last AGM.
We will be asking you to authorise the Directors to issue
extra shares up to a total nominal amount of 80,628,369.
Thisrepresents up to 659,686,663 shares and onethird of
our total issued share capital (rounded down to the nearest
whole number) as at 24 February 2017. This authority will
expire at the end of the AGM in 2018 (or fifteen months after
the date this resolution is passed, if that is earlier), unless it
is renewed, revoked or varied before that time. The Directors
do not currently intend to use the authorityexceptto:
issue shares to Group employees in line with the terms
ofthe StandardLife (Employee) Share Plan
satisfy options granted to executives under the
StandardLife LongTerm Incentive Plan, the StandardLife
plc Executive LongTerm Incentive Plan and the
StandardLife Investments LongTerm Incentive Plan.
Youcan find out more about these plans in the
Directors remuneration report on pages 80 to 102 of
theAnnualreport and accounts 2016
satisfy options granted under the StandardLife
Sharesave Plan and the StandardLife Ireland
SharesavePlan
make any remaining adjustments to demutualisation
andbonus share entitlements.
Resolution 10 special resolution:
To disapply share preemption rights
If shares are being issued for cash, the Companies Act2006
says that those shares have to be offered to existing
shareholders first, in proportion to the number of shares
they already hold. This is called a preemption right. There
may be times when it is in the Companys best interests for
the Directors to issue shares in another way.
We are asking you to authorise the Directors to do this,
up to a maximum total nominal amount of 12,094,255.
This represents 5% of our total issued share capital
(roundeddown to the nearest whole number) as at
24February 2017. We are also asking you to authorise the
Directors to make some other adjustments that may be
made for technical reasons in connection with rights issues
or other preemptive issues.
In respect of shares up to this aggregate nominal amount,
the Directors intend to follow the PreEmption Groups
Statement of Principles regarding cumulative usage of
authorities like this one over a rolling threeyear period.
These principles say that no more than 7.5% of our share
capital should be used in this way over a rolling threeyear
period unless shareholders are consulted first.
The Company has no shares in treasury and currently
has nointention to hold shares in treasury. The right to
sell shares held in treasury is merely intended to provide
flexibility should the need arise.
Resolution 11 special resolution:
To give authority for the Company to buy back up
to10% of its issued ordinary shares
The Directors are committed to managing the Companys
share capital effectively. Buying back some of the
Companys shares is one of the options they review from
time to time. We will only buy back shares if the Directors
believe it is in our shareholders best interests and if it will
increase earnings per share. The Directors do not currently
intend to use this authority, so this resolution is included
togive flexibility.
If the Company did buy back any of its own shares on the
market, it would be on these terms:
The maximum number of ordinary shares we can
buy is197,905,999. This represents 10% of our total
issuedsharecapital (rounded down to the nearest
wholenumber) asat 24February 2017
The maximum price (not including expenses) we can
payfor each share is the higher of:
5% above the average middle market price of the share.
This is based on the London Stock Exchange Daily
Official List for the five business days immediately
before the day we formally agree to buy the shares, and
the higher of the price of the last independent trade
and the highest independent bid price taken from the
London Stock Exchange Daily Official List at the time
we buy the shares
The lowest price (not including expenses) we can pay
foreach share is the nominal value of those shares,
which is 12 /9 pence
The authorisation will last until our next AGM or for
fifteen months from the date this resolution is passed,
ifthat is earlier
If we agree to buy back shares before this authority
expires, the purchase may be completed after the
authority expires
Any shares we buy under this authority may either
be cancelled or held in treasury. Treasury shares can
be cancelled by the Company, sold for cash or used
for the purposes of an employee share scheme. No
dividends are paid on shares held as treasury shares,
and they dont have any voting rights.
This resolution reflects the current laws and regulations
that apply to companies asking for authority to buy
backtheir own shares. It also follows the relevant
investor protection guidelines, which are more restrictive
in someways.
The total number of options to subscribe for ordinary
shares currently outstanding is 52,401,021. These
options relate to awards granted under the Companys
share plans. This represents 2.65% of the Companys
issued share capital as at 24 February 2017. If the
Company bought back the maximum number of shares
allowed under the authority given under this resolution
and then cancelled all those shares, the total number
of options outstanding would represent 2.94% of the
Companys issued share capital as at 24 February 2017.
The Company currently has no shares in treasury.
Resolution 12 special resolution:
To allow the Company to call general meetings
on14days notice
AGMs must always be called with 21 clear days notice,
butother general meetings of the Company may be called
on less notice if shareholders agree to a shorter period.
Our shareholders passed a resolution at our 2016
AGMagreeing that we could call general meetings
(otherthan AGMs) on giving 14 clear days notice. We
are proposing a similar resolution at this years AGM so
that we can still do this if we need to. We will only use
the shorter notice period where the flexibility would be
helpful given the business of the meeting and where we
think it is to the advantage of shareholders as a whole.
So, like other listed companies, we are asking for your
authority to benefit from the flexibility for another year.
If this resolution is passed, the authority will last until
the 2018 AGM, when we would intend to propose a
similar resolution again.
AGM guide11
Directors standing for
reelection and election
Directors standing for reelection Directors standing for reelection
Sir Gerry Grimstone, Chairman
Appointed to the Board: March 2006
(ChairmansinceMay 2007)
Age: 67
Nationality: British
Shareholding: 206,626
Sir Gerry Grimstone Colin Clark Pierre Danon Melanie Gee Sir Gerry has continued his excellent track record with the
Group, leading the Board during a period of significant
change and strategic development. His international
experience, insight and firm advocacy of the benefits of
strong governance are a great asset to the Board. He is
chairman of the Nomination and Governance Committee.
Each year, Sir Gerrys performance is subject to a thorough
review led by the Senior Independent Director. Following
this years review, the Board concluded that Sir Gerry
Noel Harwerth Kevin Parry Lynne Peacock Martin Pike
continued to be a very strong Chairman, taking his Board
leadership and stakeholder responsibilitiesvery seriously,
and demonstrating significant time commitment to his
role, both in the UK and internationally.
Sir Gerry is the senior independent director and deputy
chairman of Barclays PLC. He has continued in his role
as an independent, public interest, nonexecutive board
member of Deloitte LLP and as the lead nonexecutive at
the Ministry of Defence. He is an adviser to the board of
Luke Savage Keith Skeoch
the Abu Dhabi Commercial Bank.
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,
Hong Kong and New York. He was vice chairman of
Schroders worldwide investment banking activities from
1998to1999.
He holds an MA and an MSc from the University of Oxford.
Colin Clark, executive Director
John Devine Barry ODwyer Appointed to the Board: November 2015
Age: 58
Nationality: British
Shareholding: 757,766
With his background in investment management and
clientservices, both with StandardLife and elsewhere,
Colin brings important skills to the Board.
He was appointed to the board of StandardLife Investments
Biographical details (and shareholdings) Go online to vote at Limited in 2004 as a nonexecutive director. In 2010,
of the Directors are as at 24 February www.standardlifeshareportal.com he assumed executive responsibility for global client
2017. Directors ages are as at the date relationship activity, including client management, product
development, distribution management and also brand
of the AGM.
12 AGM guide
management. Previously, he spent 20 years with Mercury
Asset Management/Merrill Lynch Investment Managers,
becoming head of global marketing in 1999.
He holds a BA (Hons) in Philosophy, Politics & Economics
from the University of Oxford.
Pierre Danon, nonexecutive Director
Appointed to the Board: October 2011
Age: 61
Nationality: French
Shareholding: 49,656
With extensive experience in leading technology and
customerfacing businesses, Pierre brings a strong
combination of international commercial and customer skills
to the Board. He is chairman of the Investment Committee and
a member of the Nomination and Governance Committee.
Pierre is vice chairman of TDC, executive chairman of Volia,
independent director of CIEL Investment Limited, and vice
chairman of AgroGeneration. From 2000 to 2005, Pierre
was chief executive officer of BT Retail and, subsequently,
chief operating officer of Capgemini Group and chairman of
Eircom. Until June 2012 he also served as chief executive
officer and then nonexecutive chairman of Numericable
Completel in Paris.
He holds a degree in civil engineering from the cole
Nationale des Ponts et Chausses, Paris, a law degree from
the Facult de droit, Paris and an MBA from HEC Paris.
Melanie Gee, nonexecutive Director
Appointed to the Board: November 2015
Age: 55
Nationality: British
Shareholding: 20,000
Melanie brings deep understanding of investment banking
and financial services to the Board. Melanie is chairman
of the Remuneration Committee and is a member of the
Investment Committee and Risk and Capital Committee.
Melanie is a nonexecutive director of The Weir Group PLC
where she chairs the remuneration committee and is a
member of the audit and nomination committees. She has
also served as a nonexecutive director of Drax Group plc.
She was appointed a managing director of Lazard and
Co. Limited in 2008 and became a senior adviser in 2012.
Previously, she held various roles with UBS, having been
appointed a managing director in 1999 and served as a
senior relationship director from 2006 to 2008.
She holds an MA in Mathematics from the University
ofOxford.
AGM guide13
Noel Harwerth, nonexecutive Director
Appointed to the Board: July 2012
Age: 69
Nationality: British and American
Shareholding: 10,074
Noels executive background is in international banking.
She brings extensive knowledge of financial and governance
issues to the Board. She is a member of the Audit, Nomination
and Governance, and Risk and Capital Committees.
In January she was appointed chair of the UK Export Finance
board. As part of this role she is also a nonexecutive
member of the Department of International Trade board.
Noel is outgoing chairman of GE Capital Bank Limited. She
also holds nonexecutive director appointments with CHAPS
Clearing Company Limited, the London Metal Exchange, the
British Horseracing Authorityand Sirius Minerals Plc.
Noel was previously with Citicorp for 15 years, latterly as the
chief operating officer of Citibank International. Her previous
nonexecutive directorships include Alent plc, Logica PLC,
RSA Insurance Group plc and Sumitomo Mitsui Bank.
She holds a law degree from the University of Texas.
Kevin Parry, senior independent Director
Appointed to the Board: October 2014
Age: 55
Nationality: British
Shareholding: 50,000
Kevins international commercial and acquisition experience
is particularly valuable to the Board. He has extensive audit
and regulatory knowledge gained in a Big4 firm and a
FTSE 100 asset management and private banking group.
He is chairman of the Audit Committee and a member of the
Nomination and Governance Committee, and the Risk and
Capital Committee.
Kevin is chairman of Intermediate Group plc (ICG)
and a nonexecutive director of Nationwide Building
Society (Nationwide) and Daily Mail and General Trust
plc (DMGT). At ICG he is chairman of the nominations
committee and a member of the remuneration committee.
At Nationwide he chairs the audit committee and is a
member of the risk and nominations committees. At
DMGThe chairs the audit and risk committee. He is
chairman of the Royal National Childrens Foundation.
He was formerly chairman of the Homes and Community
Agency, a nonexecutive board member of Knight Frank
LLP, CFO of Schroders plc, CEO at Management Consulting
GroupPLC and a managing partner at KPMG.
He holds an MA (Hons) in Management Studies from the
University of Cambridge and he completed a Chartered
Accountants training contract with KPMG.
Kevin is a Fellow of the Institute of Chartered Accountants
inEngland and Wales.
14 AGM guide
Lynne Peacock, nonexecutive Director
Appointed to the Board: April 2012
Age: 63
Nationality: British
Shareholding: 12,554
With a successful career in the UK financial services
industry and a strong focus on customer care, Lynne brings
important skills to the Board. Her experience as a chief
executive officer and in managing change in the financial
services sector has been of great value to the Board.
Lynneis a member of the Audit Committee.
In April 2016, Lynne was appointed as nonexecutive
chairman of StandardLife Assurance Limited. Lynne is a
nonexecutive director of Scottish Water and chairs its
audit committee. She is a nonexecutive director and senior
independent director of Nationwide Building Society and
chairs its remuneration committee. She is also a member of
its audit, risk and nomination and governance committees.
Lynne joined National Australia Bank Limited in 2003 and,
from 2004 to 2011, she was chief executive officer, UK
(Clydesdale Bank plc and Yorkshire Bank). Previously, she
was with Woolwich plc from 1983 to 2003, finishing her
career there as chief executive officer.
She holds a BA from North East London Polytechnic.
Martin Pike, nonexecutive Director
Appointed to the Board: September 2013
Age: 55
Nationality: British
Shareholding: 32,727
Keiths reputation and breadth of experience in the
The Board continues to benefit from Martins insight,
basedon his broad commercial and strategic risk
experience. Martin is chairman of the Risk and
Capital Committee and isa member of the Audit and
RemunerationCommittees.
Martin is a nonexecutive director of esure Group plc,
where he chairs the remuneration committee and is
a member of the audit and risk committee. He is a
nonexecutive director of Faraday Underwriting Limited
which manages a syndicate at Lloyds, where he is chair
of the audit and risk committee and a member of the
remuneration committee. He is also a nonexecutive
adviser to Travers Smith LLP.
Martin spent nearly 30 years as a strategic risk consultant,
carrying out a wide range of strategic consulting projects
and M&A assignments. His senior roles included
managing director, risk consulting & software, EMEA, at
TowersWatson.
Martin holds an MA in Mathematics from the University
of Oxford. He is a Fellow of the Institute and Faculty of
Actuaries and a Fellow of the Institute of Directors.
Luke Savage, Chief Financial Officer
Appointed to the Board: August 2014
Age: 55
Nationality: British
Shareholding: 885
For 30 years Luke has provided corporate and financial
support within the financial services sector and by
bringing that experience to the Board, has continued to
make an effective contribution to Board deliberations.
He joined StandardLife from Lloyds of London where
he spent 10 years as director of finance and operations.
He had previously held senior finance roles at Deutsche
Bank (UK) as global chief financial officer of equities,
Morgan Stanley & Company (UK) where he was financial
controller and Lloyds Bank in the corporate banking and
treasury department.
Luke holds a Bachelor of Engineering degree in Electrical
and Electronic Engineering (BEng) from the University
of London and he completed a Chartered Accountants
training contract with Price Waterhouse.
He is a Member of the Institute of Chartered Accountants in
England and Wales and is a member of the governing body
of Queen Mary University of London.
Keith Skeoch, Chief Executive
Appointed to the Board: May 2006
Age: 60
Nationality: British
Shareholding: 2,246,620
Shareholding: 66,913
industry, his market insights and his extensive knowledge
of StandardLife are of great benefit to the Board and to
theGroup.
Keith joined StandardLife Investments Limited in 1999 as
Chief Investment Officer and has been its Chief Executive
since 2004. Previously he spent nearly 20 years at James
Capel & Company Limited in a number of roles, including
chief economist and managing director international
equities. He is a nonexecutive director of the Financial
Reporting Council, where he is a member of the codes
andstandards committee.
He holds a BA from the University of Sussex and an MA
from the University of Warwick and has been awarded
honorary doctorates from the University of Sussex
and Teesside University for services to the financial
servicesindustry.
He has been elected a Fellow of the Society of Business
Economists and a Fellow of the Chartered Institute for
Securities and Investment.
Directors standing for election
John Devine, nonexecutive Director
Appointed to the Board: July 2016
Age: 58
Nationality: British
Shareholding: 1,321
John joined the Board in July 2016. He brings extensive
financial and asset management experience to the
Board. John is a member of the Investment Committee,
the Remuneration Committee, and the Risk and
CapitalCommittee.
From April 2015 until August 2016, John was
nonexecutive chairman of StandardLife Investments
(Holdings) Limited. He is a nonexecutive director of
GE Capital International Holdings, Euroclear plc and
CitcoCustody Limited.
From 2008 to 2010, John was chief operating
officer of Threadneedle Asset Management Limited
(Threadneedle). Prior to joining Threadneedle, John
held a number of senior positions at Merrill Lynch in
London and New York.
He holds a BA (Hons) from Preston Polytechnic and is
a Member of the Chartered Institute of Public Finance
andAccounting.
Barry ODwyer, executive Director
Appointed to the Board: March 2017
Age: 46
Nationality: Irish
Barry joined the Board in March 2017. His appointment
reflects his extensive knowledge of the savings market.
In particular, his savings experience informs the Boards
thinking and ensures customer and client interests remain
at the centre of the Boards decision making.
Barry was appointed CEO Pensions and Savings in
March2017. He joined StandardLife in 1988 and
between then and 2008 held various marketing, product
development and actuarial roles. From 2008 to 2013 he
held senior roles with HBOS and Prudential, including
as Prudentials deputy chief executive, UK & Europe. He
rejoined StandardLife in 2013 as Managing Director of
Workplace and Corporate Pensions, and was appointed
CEO, StandardLife Assurance Limited in 2016.
Barry is a Fellow of the Institute of Actuaries. He is a
boardmember of the Association of British Insurers, where
he is chair of the long term savings committee.
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
under which a paper voting form is signed, or a copy
of the power of attorney or evidence of authority that
has been certified by a solicitor or notary public,
must be sent, along with the paper voting form
(ifused), so as toarrive no later than 6pm (UK time)
on Friday12May2017 or, if the AGM is adjourned, be properly authenticated in accordance with the
by the time which is 48 hours before the time of the
adjournedmeeting.
You can only appoint one proxy online. If you want to
appoint more than one proxy, you will need to use paper
voting forms. You can get extra paper voting forms by
calling StandardLife Shareholder Services (the contact
details are on the back page of this AGM guide) or you
can photocopy your paper voting form, if you received
one. You will be asked to specify the number of shares
for which each proxy is authorised to act. If you appoint
one or more proxies and the total number of shares you
specify is higher than the total number of shares you
hold at 6pm (UK time) on Friday 12 May 2017 or, if the
AGM is adjourned, at the time which is 48 hours before
the time of the adjourned meeting then we may not
be able to treat any of the appointments as valid. If you
submit more than one valid proxy appointment or voting
form in respect of the same shares, the last appointment
we receive before the deadline will take precedence. You
must sign and date all paper voting forms, and should
return them in the same envelope.
In the case of joint shareholdings, if more than one of
the joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which
the names of the joint holders appear in the Companys
register of members in respect of the joint holding. The
shareholder named first is the most senior.
The statements in this Voting information section on the
rights of shareholders to appoint proxies do not apply
to anyone who is a person nominated under section
146 of the Companies Act 2006 to enjoy information
rights (aNominated Person). Only shareholders in the responsibility to make sure that his or her CREST sponsor
Company can use these rights to appoint proxies. A
Nominated Person may, under an agreement between
him or her and the shareholder who nominated him or
her, have a right to be appointed (or to have someone
else appointed) as a proxy for the AGM. If a Nominated
Person does not have a proxy appointment right or
does not want to use it, he or she may have a right
under an agreement like the one described above to
give instructions to the shareholder on the exercise of
votingrights.
18 AGM guide
More information for CREST participants
For a proxy appointment or instruction made using
the CREST electronic proxy appointment service to be
valid, the appropriate CREST message (a CREST Proxy
Instruction)must:
on behalf of the Company and its employees.
specifications of Euroclear UK & Ireland Limited
(Euroclear)
contain the information needed for the instruction,
asdescribed in the CREST Manual
be transmitted (whether the message constitutes the
appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy)
so that it is received by the issuers agent Capita
Registrars Limited (trading as Capita Asset Services)
(CREST participant ID RA10) by 6pm (UK time) on
Friday12May2017 or, if the AGM is adjourned, by the
time which is 48 hours before the time of the adjourned
meeting. For this purpose, the time it is received will
be taken to be the time from which the issuers agent
is able to retrieve the message by enquiry to CREST
in the manner that is required by CREST. This will be
determined by the timestamp applied to the message
by the CREST Application Host. After this time any
change of instructions to proxies appointed through
CREST should be communicated to the appointee
through other means.
Its important for CREST members and, where applicable,
their CREST sponsors, or voting service providers to be
aware that Euroclear does not make special procedures
available in CREST for any particular message. This means
that normal system timings and limitations will apply to the
input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take any action needed
to ensure that a message is transmitted by means of the
CREST system by any particular time. If a CREST member
is a CREST personal member, or a sponsored member,
or has appointed a voting service provider, it is their
or voting service provider(s) take(s) that action. CREST
members and, where applicable, their CREST sponsors or
voting service providers should read those sections of the
CREST Manual about practical limitations of the CREST
system and timings.
The Company may treat a CREST Proxy Instruction as
invalid in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
Information for shareholders in the Where a proxy is appointed by more than one shareholder
StandardLife (Employee) Share Plan entitled to vote on a resolution and is instructed by one
shareholder to vote for the resolution and by another
Your shares in the StandardLife (Employee) Share Plan
shareholder to vote against the resolution, then the proxy
(the Plan) are held on your behalf by Capita IRG Trustees
will be allowed two votes on a show of hands one vote
Limited, which has been appointed to administer the Plan
for and one vote against the resolution.
Please note that a vote withheld is not a vote in law.
You can instruct Capita how you want the votes in respect
Thismeans that it will not be counted in the votes for or
of your shares to be exercised at the AGM. If you would against the resolution. If no voting indication is given,
prefer, you can attend, speak and vote at the AGM in your proxy may vote or abstain from voting at his or her
person unless you are a member of the Plan in Ireland, discretion. Your proxy may vote (or abstain from voting) as
where more restrictive laws apply. If you want to attend the he or she thinks fit in relation to any other matter which is
AGM, you must put your name in the Nominating a Proxy
put before the AGM.
box on your voting form. If you prefer, you can tell Capita to
appoint someone else to attend the AGM and vote on your
The result of the vote
behalf. If you want to do this, you should put their name in
the Nominating a Proxy box. Again, this doesnt apply if You can find out the result of the vote at the AGM later
that day by visiting our website at www.standardlife.com
you are a member of the Plan in Ireland.
or contacting us between 8.30am and 5.30pm
Important: If you do not complete and submit your voting (UK time), Monday to Friday on 0345 113 0045* or
form so that Capita receives it no later than 6pm (UK time) +44 (0)20 3367 8224* if calling from overseas.
on Friday 12 May 2017 or, if the AGM is adjourned, by the
* Calls may be monitored and/or recorded to protect both you
time which is 48 hours before the time of the adjourned
andus and help with our training. Call charges will vary.
meeting then your voting form will not count and neither
you nor anybody you want to appoint as a proxy will be
Documents for inspection
able to attend the AGM.
Copies of these documents are available for inspection:
Number of votes the Directors service contracts or letters of appointment
On a poll, each shareholder who is entitled to vote and is the Directors deeds of indemnity, entered into in
present at the AGM in person or by proxy or, in the case connection with the indemnification of Directors
of a shareholder corporation or a shareholder unable to provisions in the Companys articles of association
manage his or her affairs, is represented by a properly
authorised representative (see the Special situations the rules of the StandardLife plc Executive
section on pages 17 to 18) may cast (or direct the casting LongTermIncentive Plan
of) one vote for each share held. In the case of proxies, the Companys articles of association.
they may cast one vote for each share to which their
You can see them during normal business hours from
appointment relates. A proxy or a properly authorised
Monday to Friday (except public holidays) at both
representative may cast the votes of the shareholder he
StandardLife House, 30 Lothian Road, Edinburgh EH1 2DH
or she is acting for (in accordance with any instructions
and at the offices of the Companys solicitors, Slaughter
given) as well as any votes he or she may cast in his or her
and May, OneBunhill Row, London EC1Y 8YY. Copies will
own right as a shareholder in theCompany.
also be available for inspection at the AGM for at least
On a show of hands, each shareholder who is entitled to 15minutes before and throughout the meeting.
vote and is present at the AGM in person or by proxy or,
in the case of a shareholder corporation or a shareholder
unable to manage his or her affairs, is represented by
a properly authorised representative (see the Special
situations section on pages 17 to 18) may cast one vote.
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
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Public car parks and
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Road
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A8 West
them may be admitted at StandardLifes discretion, but language interpreters. Special facilities will be available for st P o r
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willnot be entitled to speak or vote. those in wheelchairs. If you have any special requirements,

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please talk to one of the stewards when you arrive.

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Photography e

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