Totally Regulatory News (TLY)

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Totally Plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

Share placing

X

3. Full name of person(s) subject to thenotification obligation: iii

Friends Life Group Limited

4. Full name of shareholder(s)  (if different from 3.):iv

RBC Investor Services Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

14 August 2014

6. Date on which issuer notified:

18 August 2014

7. Threshold(s) that is/are crossed orreached: vi, vii

6%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB0000414416

15,000,000

15,000,000

15,000,000

15,000,000

3.772%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Share warrants

£1.20

10/06/2016

N/A

5,000,000

Nominal

Delta

1.257%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

20,000,000

5.030%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Held by RBC Investor Services Limited as a nominee for Lombard International Assurance S.A, which is wholly owned by Friends Life and Pensions Limited.

Friends Life and Pensions Limited is a wholly owned subsidiary of Friends Life Limited, a wholly owned subsidiary of Friends Life FPL Limited, a wholly owned subsidiary of Friends Life FPG Limited, a wholly owned subsidiary of Friends Life Holdings plc, a wholly owned subsidiary of FLG Holdings Limited, a wholly owned subsidiary of Resolution Holdco No. 1 LP, which is 99.99% owned by Friends Life Group Limited.

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

Disclosure is made on the basis of 5.030% of the current total voting rights. Should the voting rights be adjusted for the exercise of the warrants which are the subject of this notification, 4.967% of the total voting rights would be held.

14. Contact name:

Victoria Hames

15. Contact telephone number:

0845 641 7844 or 0845 641 7300