Commentary & Deal Flow

Launched: PerpNC8: £350m @ 7.375% - Books over £2.35bn (pre-rec)
Book Update: Books over £1bn
IPTs: PerpNC8: 7.875%a

• Issuer: Standard Life plc (Ticker: SDLF)
• Instrument: £ Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the “Notes”)
• Long Term Issuer Default Rating: A+ (Fitch)
• Expected Issue Rating: BBB+ (Fitch)
• Status and Subordination: Direct, unsecured and subordinated obligations of the Issuer, ranking pari passu and without any preference among themselves. Subordinated to Tier 2 and Tier 3 obligations, policyholders and other unsubordinated obligations of the Issuer as further described in the Preliminary Offering Circular and the Final Offering Circular.
• Currency: £
• Issue Amount: £350,000,000
• Pricing Date: 14-Jul-26
• Settlement Date: 21-Jul-26 (T+5)
• Maturity: Perpetual
• Redemption at Option of Issuer: At any time from (and including) 21-Jan-34 (6m par call) to (and including) the First Reset Date, or on any Interest Payment Date thereafter, subject to Redemption and Purchase Conditions
• Reset Dates: 21-Jul-34 (“First Reset Date”) and on each fifth anniversary of the First Reset Date thereafter
• Reoffer Price: 100%
• Interest: Fixed rate of [•]% per annum until the First Reset Date, payable semi-annually in arrear on 21 January and 21 July, commencing 21-Jan-27. Resets on the First Reset Date and each Reset Date thereafter to the relevant 5-year Gilt Rate plus the Margin (no-step up)
• Margin: [•]%
• Interest Cancellation: Optional at the discretion of the Issuer and mandatory upon (i) the Solvency Condition not being met; (ii) non-compliance with any applicable Solvency Capital Requirement (SCR); (iii) non-compliance with any applicable Minimum Capital Requirement (MCR); (iv) insufficient Distributable Items; (v) as otherwise required by the PRA or under the Relevant Rules; or (vi) upon an Automatic Conversion (subject as described in the Preliminary Offering Circular and the Final Offering Circular)
• Special Event Redemption: Optional, upon the occurrence of a Tax Event, a Capital Disqualification Event or a Ratings Methodology Event, subject to Redemption & Purchase Conditions. Clean-up call option at par applies if 75 per cent. or more of the aggregate principal amount of the Notes originally issued have been purchased by the Issuer or any of its Subsidiaries and cancelled, subject to Redemption & Purchase Conditions
• Redemption & Purchase Conditions: To the extent required under the Relevant Rules, any redemption or purchase of the Notes is subject to: (i) if within the first 5 years from issuance, replacement with capital of the same or higher quality (or in the case of a Tax Event or a Capital Disqualification Event, the PRA being satisfied that the SCR will be exceeded by an appropriate margin and other conditions); (ii) if between 5 and 10 years from issuance, the PRA having confirmed to the Issuer that it is satisfied that the SCR is exceeded by an appropriate margin or replacement with capital of the same or higher quality; (iii) the Solvency Condition being met; (iv) each applicable SCR being met; (v) each applicable MCR being met; (vi) no Trigger Event has occurred; (vii) no Insolvent Insurer Winding-up has occurred and is continuing; (viii) the Regulatory Clearance Condition being satisfied; and/or (ix) compliance with any further or alternative requirements as imposed by the PRA or the Relevant Rules at the relevant time (subject as described in the Preliminary Offering Circular and the Final Offering Circular)
• Substitution / Variation: Subject to certain conditions upon a Tax Event, a Capital Disqualification Event, or a Ratings Methodology Event. Substitution of the Issuer is permitted in the event of a Newco Scheme and if there is an Insurance Group Parent Entity Automatic Substitution
• Trigger Event: If at any time: (i) Own Fund Items ≤ 75% of each applicable SCR; (ii) Own Fund Items ≤ the applicable MCR; or (iii) breach of any applicable SCR has occurred and has not been remedied within 3 months
• Automatic Conversion: Upon the occurrence of a Trigger Event, the Notes will convert into ordinary shares of the Issuer (in whole, not in part) at the Conversion Price on a permanent and irrevocable basis, with the Issuer's obligations under the Notes being released, unless waived by the PRA
• Conversion Price: £1,000 per Conversion Share, subject to adjustment in accordance with the Conditions
• Conversion Shares Offer: Unless the Issuer elects that such an offer should not take place, the Eligible Conversion Shares will be offered by or on behalf of the Conversion Shares Depositary to, in the absolute discretion of the Issuer, some or all of the existing shareholders of the Issuer for purchase at the then-prevailing Current Market Price and the Conversion Shares Offer Consideration will be delivered to Noteholders who do not elect to receive Conversion Shares
• Redemption Price: 100%
• Denominations: £200k + £1k
• Use of Proceeds: The net proceeds of the issue of the Notes are expected to be used in full to fund a portion of the consideration for the Aegon UK Acquisition (as defined in the Preliminary Offering Circular and the Final Offering Circular) but may also be used to fund general commercial activities of the Group
• Target Market: Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as not available to retail in EEA or the UK
• Selling Restrictions: Reg S, Category 2, US, UK, EEA, Switzerland, Canada, Singapore, Hong Kong as more fully set out in the Preliminary Offering Circular and Final Offering Circular. No sales to retail investors. FCA/ICMA stabilisation applies. FCA CoCo restriction. Hong Kong sales to Professional Investors only.
• Governing Law: English law
• Listing: International Securities Market (exchange regulated market of the London Stock Exchange)
• Day Count / Business Days: Act/Act (ICMA), Following, Unadjusted
• ISIN / Common Code: XS3435285070 / 343528507
• LEI: 2138001P49OLAEU33T68
• Form of Securities: Registered
• Documentation: Standalone Preliminary Offering Circular dated 13-Jul-26 (the “Preliminary Offering Circular”) and the final Standalone Offering Circular (the “Final Offering Circular”) once published
• Joint Lead Managers: BNP Paribas, BofA Securities, Citigroup (B&D), and Santander
• Timing: Books to close at 11:50 UKT
• Fees: The Joint Lead Managers will be paid a fee in connection with this transaction. Details of the fee may be available to investors upon request
• Advertisement: The Final Offering Circular will be available on the website of the Issuer at https://www.standardlifeplc.com/investors/debt-holdings-credit-ratings