SLA.L Regulatory News (SLA)

Standard Life Aberdeen plc ('the Company')

2019 Annual General Meeting Voting Results - Update Statement

At the Company's Annual General Meeting (AGM) on Tuesday 14 May 2019, 57.98% of votes were cast in favour of Resolution 5 "to approve the Directors' remuneration report, excluding the remuneration policy". In the announcement released following the AGM, the Board gave its immediate response on the matters which certain institutional shareholders had raised in advance of casting their vote on this resolution, and committed to further engagement with shareholders. An update on the engagement since then is provided below.

Jonathan Asquith was appointed to the Board and as Chair of the Remuneration Committee on 1 September 2019. Since then he has:

·; written directly to investors who represent approximately 60%# of the institutional shareholding in the Company, and who constituted a mix of for/against/abstain voters on Resolution 5, offering to have face-to-face meetings or calls, both to introduce himself and seek feedback on the AGM vote and the 2018 Remuneration Report, as well as to consult on remuneration issues more widely; and

·; written to the main proxy agencies (the Investment Association, Glass Lewis, ISS and PIRC) offering to discuss similar matters.

As a result of his letters, Jonathan Asquith has held 11 meetings with institutional shareholders and agencies by the date of this announcement. This is an ongoing process and a further 5 meetings are planned before the end of 2019, and in the run up to the release of the Company's 2019 Full Year Results. At the meetings, the sentiments underlying shareholders' 2019 AGM voting decisions were discussed. The points covered included:

·; recognising that the primary issues affecting the voting decisions were one-off and unlikely to be repeated;

·; further briefing and clarification on the terms of Stephanie Bruce's appointment and the importance of her strategic role;

·; confirmation that the cost saving targets underpinning Ms Bruce's sign-on award were being tracked and would be independently verified; and

·; developments to Martin Gilbert's responsibilities and remuneration in the light of relevant announcements since the AGM.

In the view of the Chair of the Remuneration Committee, the consultation meetings are proving valuable and positive. As well as the issues noted above, they are providing a useful opportunity to explore other features of the Company's current remuneration structure and remuneration strategy in general. To ensure the Company continues to respond to the views of shareholders on remuneration matters, Jonathan will bring the outputs from the current meetings to the next meeting of the Remuneration Committee in early December. They will also form a key part of the Committee's continuing discussions on both the future approach to Executive Director remuneration and wider remuneration philosophy and practices across the Company.

Moving forward, Jonathan will continue to engage with institutional shareholders and will provide a final update on the follow-up of the 2019 AGM vote in the 2019 Annual Report and Accounts and in the 2020 AGM Voting Guide. As stated in the May 2019 AGM announcement, the Company expects to seek shareholder approval for a new Directors' Remuneration Policy no later than at its AGM in 2021 in line with the normal cycle for renewal; the Company is keeping the timing of this refresh under review and will bring forward revised Policy proposals at the appropriate time.

14 November 2019

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# Based on the share register as at 30 September 2019.

LEI: OTMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

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