Other Notices

-0.09448651.513546EC4M 9HHThe City of Edinburgh-0.11206251.524505EC4Y 1HS-3.19467755.944399EH3 9EPThe City and County of the City of LondonCompanies Act 20062017-06-192017-05-052017-05-112017-05-092017-06-162017-05-16The London Borough of IslingtonTSO (The Stationery Office), St Crispins, Duke Street, Norwich, NR3 1PD, 01603 622211, customer.services@tso.co.uk278178827872

ABERDEEN ASSET MANAGEMENT PLC

Company Number: SC082015

Registered in Scotland

NOTICE IS HEREBY GIVEN that by an Order dated 5 May 2017 made by the Court of Session at Edinburgh (the “Court”), the Court has directed that a meeting (the “Aberdeen Court Meeting”) be convened of the Scheme Shareholders (as defined in the Scheme of Arrangement defined below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Companies Act") between Aberdeen Asset Management PLC (the “Company") and the Scheme Shareholders (the “Scheme of Arrangement”) and that the Aberdeen Court Meeting shall be held at Bow Bells House, 1 Bread Street, London EC4M 9HH on 19 June 2017 at 1.00 p.m., at which place and time all holders of the Scheme Shares are requested to attend.

At the Aberdeen Court Meeting, the following resolution will be proposed:

That the scheme of arrangement dated 9 May 2017 (the “Scheme”) between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purpose of identification, signed by the Chairman hereof, in its original form or with, or subject to, any modification, addition or condition approved or imposed by the Court and jointly consented to by the Company and Standard Life plc, be approved and the directors of the Company be authorised to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect.

Voting on the resolution to approve the Scheme of Arrangement will be by poll, which shall be conducted as the chairman of the Aberdeen Court Meeting may determine. For the Aberdeen Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised representative, must be present.

A copy of the circular (the “Circular”) incorporating the Scheme and the explanatory statement required to be furnished pursuant to section 897 of the Companies Act has been published and is available for Scheme Shareholders from the Company’s website (www.aberdeen-asset.com) and is being sent to, among others, Scheme Shareholders. Further copies of the Circular may be obtained by any Scheme Shareholder by contacting the Shareholder Helpline on 0333 207 6542 (from within the UK), or +44 121 415 0826 (from outside the UK), between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) or by writing to the Company’s registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6D, United Kingdom.

By the Order, the Court has appointed Mr Simon Troughton, whom failing Ms Julie Chakraverty, whom failing Mr Richard Mully, to act as chairman of the Aberdeen Court Meeting and has directed the chairman to report the result thereof to the Court.

The Scheme of Arrangement shall be subject to the subsequent sanction of the Court.

Dated 9 May 2017

Maclay Murray & Spens LLP Freshfields Bruckhaus Deringer LLP
Quartermile One 65 Fleet St
15 Lauriston Place London EC4Y 1HS
Edinburgh EH3 9EP
Solicitors for the Company Solicitors for the Company

Information for Scheme Shareholders

1. Scheme Shareholders entitled to attend and vote at the Aberdeen Court Meeting may vote in person at the Aberdeen Court Meeting or they may appoint another person or persons, whether a member of the Company or a Scheme Shareholder or not, as their proxy to attend and vote in their stead. A BLUE form of proxy for use in connection with the Aberdeen Court Meeting accompanies the Circular. Holders of Scheme Shares entitled to attend and vote at the Aberdeen Court Meeting who hold their shares in uncertificated form through CREST may appoint a proxy or proxies through the CREST electronic proxy appointment service by using the procedures described in the CREST manual (available at www.euroclear.com).

2. Completion and return of the BLUE form of proxy, or the appointment of a proxy through CREST, shall not prevent a holder of Scheme Shares from attending and voting in person at the Aberdeen Court Meeting or any adjournment thereof.

3. Scheme Shareholders are entitled to appoint a proxy in relation to the Aberdeen Court Meeting in respect of some or all of their Scheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy in relation to the Aberdeen Court Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the BLUE form of proxy to allow holders of Scheme Shares to specify the number of shares in respect of which that proxy is appointed. Scheme Shareholders who return the BLUE form of proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their Scheme Shares.

4. Scheme Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company’s registrars, Equiniti, on 0333 207 6542 (from within the UK) or +44 121 415 0826 (from outside the UK) between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays) for further BLUE forms of proxy or photocopy the BLUE form of proxy as required.

5. It is requested that BLUE forms of proxy, and any power of attorney or other authority under which they are executed (or a duly certified copy of any such power or authority), be lodged with the Company’s registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6D, United Kingdom, or be submitted electronically or via CREST, by no later than 1.00 p.m. on 16 June 2017 (or not less than 24 hours (excluding non-working days) before the time appointed for any adjourned meeting), but if forms are not so lodged or submitted they may be handed to Equiniti, the Company’s registrars on behalf of Mr Simon Troughton as chairman of the Aberdeen Court Meeting, whom failing Ms Julie Chakraverty, whom failing Mr Richard Mully, at the start of the Aberdeen Court Meeting.

6. In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. Forms of proxy may alternatively be submitted electronically by logging on to the following website: www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than 1.00 p.m. (UK time) on 16 June 2017.

8. As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint one or more corporate representatives, who may exercise on its behalf all its powers as a member provided that no more than one corporate representative exercises power over the same share. Only one corporate representative is to be counted in determining whether, under section 899(1) of the Companies Act, a majority in number of the Scheme Shareholders approved the Scheme. The chairman of the Aberdeen Court Meeting may require a corporate representative to produce to the Company’s registrars his written authority to attend and vote at the Aberdeen Court Meeting at any time before the start of the Aberdeen Court Meeting and the representative shall not be entitled to exercise the powers conferred on them by the Scheme Shareholder until any such demand has been satisfied.

9. Entitlement to attend and vote at the Aberdeen Court Meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6:30 p.m. on the day which is two Business Days (as defined in the Scheme of Arrangement) before the date of the Aberdeen Court Meeting (or, if the Aberdeen Court Meeting is adjourned, at the adjourned meeting). In each case, changes to the register of members of the Company after such time shall be disregarded.