IN THE HIGH COURT OF JUSTICE CR-2017-001943

CHANCERY DIVISION

COMPANIES COURT

IN THE MATTER OF AXA WEALTH LIMITED

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IN THE MATTER OF PHOENIX LIFE LIMITED

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IN THE MATTER OF THE FINANCIAL SERVICES AND MARKETS ACT 2000

NOTICE IS HEREBY GIVEN that on 24th July 2017 AXA Wealth Limited ("AWL") and Phoenix Life Limited ("Phoenix") applied to the High Court of Justice of England and Wales, pursuant to section 107(1) of the Financial Services and Markets Act 2000 (the "Act"), for an Order under section 111 of the Act sanctioning a scheme (the "Scheme") for the transfer to Phoenix of the entire business of AWL (the "Business") and for the making of ancillary provisions in connection with the implementation of the Scheme under sections 112 and 112A of the Act.

The proposed transfer will result in the Business which is currently carried on by AWL being carried on by Phoenix. Under the terms of the Scheme, all liabilities in respect of the Business as at the date of transfer shall be transferred to and become liabilities of Phoenix. All claims in respect of the policies comprised within the Business shall, upon the transfer becoming effective, be dealt with by Phoenix.

Copies of the report on the terms of the Scheme prepared by an Independent Expert in accordance with section 109 of the Act (the "Independent Expert's Report"), Scheme guides (which contain a statement setting out the terms of the Scheme and a summary of the Independent Expert's Report), and copies of the Scheme document itself can be obtained free of charge by contacting AWL or Phoenix using the telephone number or address set out below. These and other documents relating to the Scheme (including actuarial reports and sample copies of the communications to policyholders) are also available on the websites of AWL and Phoenix at www.sunlife.co.uk/FM17, www.phoenixwealth.co.uk/FM17 and www.phoenixlife.co.uk/FM17.

Any questions or concerns relating to the proposed transfer should be referred to AWL or Phoenix using the following telephone number or address:

Transfer Team FM17

PO Box 7083

Wolverhampton

WV1 9AU

Calling from the UK: 0808 164 4711

Calling from overseas: +44 (0)173 242 7370

If you have a policy with AWL or Phoenix, please quote your policy number in any correspondence. This can be found on your policy documents.

The application is due to be heard before the Companies Court Judge at the Business and Property Courts of England and Wales, 7 Rolls Building, Fetter Lane, London, EC4A 1NL on 21 November 2017 and any person (including any policyholder or employee of AWL or Phoenix) who thinks that he or she may be adversely affected by the carrying out of the Scheme may attend the hearing in person or by Counsel. Any person intending to attend is requested to give notice of such intention as soon as possible and preferably before 31 October 2017, setting out their grounds of objection or how they may be adversely affected, either to AWL or Phoenix by calling the number above or by writing to the address above, or by writing to the solicitors named below.

Any person who objects or says they may be adversely affected by the Scheme but does not intend to attend the hearing may also make representations about the Scheme by giving notice of such representations, as soon as possible and preferably before 31 October 2017, either to AWL or Phoenix by calling the number above or by writing to the address above, or by writing to the solicitors named below.

Hogan Lovells International LLP

Atlantic House

Holborn Viaduct

London EC1A 2FG

Ref: C1JSRCSR

Solicitors to AXA Wealth Limited and Phoenix Life Limited