Creating possibilities - Legal & General...distribution agreement with Aegon to offer our individual...

Creating possibilities for a more secure future

LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW – MARCH 2017

Forward looking statements

This document may contain certain forward-looking statements relating to Legal & General

Group, its plans and its current goals and expectations relating to future financial condition,

performance and results. By their nature, forward-looking statements involve uncertainty

because they relate to future events and circumstances which are beyond Legal &

General’s control, including, among others, UK domestic and global economic and

business conditions, market related risks such as fluctuations in interest rates and

exchange rates, the policies and actions of regulatory and Governmental authorities, the

impact of competition, the timing impact of these events and other uncertainties of future

acquisition or combinations within relevant industries. As a result, Legal & General Group’s

actual future condition, performance and results may differ materially from the plans, goals

and expectations set out in these forward-looking statements and persons reading this

announcement should not place reliance on forward-looking statements. These forward-

looking statements are made only as at the date on which such statements are made and

Legal & General Group Plc. does not undertake to update forward-looking statements

contained in this document or any other forward-looking statement it may make.

2 LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW | MARCH 2017

3

Introduction

LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW | MARCH 2017

Corporate profile

• One of the world’s largest insurance and investment management groups, with assets under

management of £894bn (c. $1.1tn) at 31 December 2016.

• Established in London in 1836, we have been providing insurance for our customers for 180 years.

• We are also one of the world’s top 10 asset managers and look after the financial security of over 10

million customers in the UK and US and manage investments for around 3,000 institutional clients.

• We are a FTSE100 company listed on the LSE since 1979 with the ticker: LGEN.LN (ADR: LGCNY).

• As at 8 March 2017, our market capitalisation was £15.0bn.

• Strength of our franchise and the resilience of our balance sheet and capital position is reflected in our

rating profile of Aa3/AA-/AA- (Negative/Stable/Stable).

• A socially aware Group with broad, market leading, customer solutions with a proven track record in earnings.

• Strategy designed to respond to six growth drivers and innovating low cost scalable operating models.

• A strong balance sheet with disciplined capital management and sustainable cash generation, supporting both

organic growth and bolt-on acquisitions and directed by an empowered, experienced management team.

LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW | MARCH 2017 4

Strong trading performance • Adjusted operating profit up 11% to £1,628m

• Net release from operations up 12% to £1,411m

Balance sheet efficiency underpins shareholder returns • 19.6% adjusted return on equity

• Sustainable improvement in RoE in last years

Resilient Solvency II balance sheet • SII surplus at £5.7bn

• 171% coverage ratio on a shareholder basis

All figures are FY2016 to 31 December 2016.

Investment case • Focus on attractive high growth markets, coupled with increasing expertise, is expected to deliver

further profit growth, built on resilient IFRS and Solvency II balance sheets


LEGAL& GENERAL RETIREMENT (LGR)

LEGAL& GENERAL INVESTMENT MANAGEMENT

(LGIM) LEGAL& GENERAL CAPITAL (LGC) LEGAL & GENERAL INSURANCE (LGI)

With around one million customers, our corporate

business helps de-risk defined benefit pension

schemes in the UK, US and Netherlands. Our

individual business helps customers manage their

retirement income with a range of solutions

including boosting funds in retirement with the

equity in their homes.

Our global asset management business manages

investments on behalf of institutional and retail

customers, with a broad range of fund management

services. We have a growing international focus.

Our objectives are to increase the risk adjusted

returns on the group’s principal balance sheet and

provide better access to assets. Our direct

investments focus on housing, infrastructure and

alternative finance and support our social purpose.

In the UK, we have around five million individual life

insurance customers and around two million people

in group protection schemes. Our US life insurance

business has 1.2 million customers.

In LGR, demand for pension de-risking strategies

remains strong. We are currently quoting on

c.£13bn of buy-in and buy-out deals in the UK. We

will remain disciplined in the deployment of our

capital, and will only select PRT and longevity

opportunities that meet our return on capital hurdle

rates. In October 2016, we commenced a

distribution agreement with Aegon to offer our

individual annuities to their pension customers with

sales of c.£190m expected in the first 12 months.

The lifetime mortgage market is expected to grow to

£2.8bn in 2017 and we anticipate writing c.£0.8bn

of new business in the year.

LGIM is targeting further outperformance of market net

fund flows. We will continue our investment in

technology, client propositions and overseas distribution

to maintain momentum in net flows. Our market leading

Solutions business is well placed to support DB pension

schemes as they de-risk. In the defined contribution

(DC) market, LGIM continues to gain market share and

we expect the number of members of our workplace

schemes to increase to around 2.5m in 2017. We

expect our US business to expand its asset base in

Index, Active Fixed Income and Solutions as we seek to

establish ourselves as a leading US pension solutions

provider.

LGC is planning to invest over £0.5bn of shareholder

capital in direct investments in 2017. In Housing, we

plan to expand our build to sell and build to rent

businesses into affordable and senior living, which will

incorporate modern factory construction methods. For

the Infrastructure sector, we will build on our

successful Urban Regeneration model, increasing the

number of cities we invest in. We will also expand our

SME funding initiatives across equity and new debt

products.

In LGI, we expect operating profit to grow in 2017 as

we have started the process of addressing areas of

poor performance in our UK group protection

business. Although operating in a mature sector, our

UK leading retail protection business is targeting

further operating profit growth in 2017, and will

continue to provide good customer outcomes and

attractive returns for our shareholders. We will also

focus on accelerating the digital transformation of our

US protection business including diversifying

distribution and products, building on our proven

expertise in the UK.

LGR 2016 Assets: £54.4bn

(2015: £43.4bn)

LGIM 2016 AUM: £894bn

(2015: £746bn)

2016 Direct Investments: £10.0bn*

(2015: £7.2bn*) * across the Group

Insurance 2016 GWP: £2.4bn

(2015: £2.2bn)

SAVINGS Our savings business looks after traditional UK life and pensions savings products. Our Mature Savings

operation is largely closed to new business. We will continue to focus on customer service whilst actively

managing costs.

Mature Savings AUA 2016 : £31bn

(2015 : £30bn)

GENERAL INSURANCE Our UK general insurance business has around 1.3 million customers. In General Insurance, we see the potential

to grow the business through distribution agreements and increased growth in the direct channel. Recently

signed distribution agreements in aggregate are expected to increase gross premiums by c.10% in 2017. Despite

recent poor weather in the UK, General Insurance has had a strong start to 2017, however, exceptional weather

events can impact future profitability.

General Insurance GWP 2016: £326m

(2015 : £337m)

Financial highlights: continuing strong financial performance

6

Net release from operations

£1,411m (2015: £1,256m)

+12%

Profit after tax

£1,265m (2015: £1,094m)

+16%

Adjusted operating profit

£1,628m (2015: £1,463m)

+11%

Earnings per share1

22.20p (2015: 18.58p)

+19%

Full year dividend

14.35p (2015: 13.40p)

+7%

IFRS return on equity2

19.6% (2015: 17.7%)

1. Represents adjusted earnings per share (EPS) which is

calculated by dividing profit after tax by the weighted average

number of ordinary shares in issue during the period. This

excludes a £60m net loss arising on the disposal of Suffolk Life

and Cofunds. Unadjusted EPS is 21.22p, up 17%

2. Return on equity (ROE) is calculated by dividing full year profit

after tax attributable to equity holders of the Company by the

average shareholders’ equity during the period, excluding the

£60m net loss as per note 1. Unadjusted ROE is 18.8%


7

Group Strategy

Focused, high performing business aligned to key long term structural

growth drivers


DRIVING SUSTAINABLE EARNINGS

CONTINUED PROGRESS

LGR ASSETS INCREASED FROM £28BN in 2011

TO £54BN IN 2016

LGIM AUM GROWN FROM £204BN IN 2005 TO

£894BN IN 2016

DIRECT INVESTMENTS TARGET OF £15BN BY

2020

TO DATE: £10BN

UK DEFINED CONTRIBUTION ASSET GROWTH

FROM £24BN IN 2011 TO £57.1BN IN 2016

LOW COST OPERATING MODELS (BACK END)

CONSUMER ENGAGEMENT MODELS (FRONT

END)

GLOBAL

DEMOGRAPHICS

GLOBALISATION OF

ASSET MARKETS

CREATING NEW REAL

PRODUCTIVE ASSETS

REFORM OF THE

WELFARE STATE

TECHNOLOGICAL

INNOVATION

GROWTH DRIVERS

PROVIDING TODAY’S

CAPITAL

OUR CAPABILITIES

RETIREMENT

SOLUTIONS

INTERNATIONALLY

REPLICABLE MODEL

DIRECT

INVESTMENTS

BEVERIDGE 2.0

DIGITAL BUSINESS

AND CONSUMER

SOLUTIONS

INVESTING DIRECTLY

OR THROUGH

PARTNERSHIP

PRECISION BUILT HOUSING

SME DEBT AND EQUITY FINANCING

LONG TERM INFRASTRUCTURE INVESTMENT

Clear and consistent strategy: excellent execution

Growth drivers 2016 achievements

Ageing

demographics

• LGR record transactions £8.5bn, up 190%, including 6 US pension de-risking transactions

• £620m Lifetime mortgages sales, target £500m, voted best equity release / lifetime lender

• Agreement with Aegon to offer individual annuities to its vesting book of DC customers

• Solutions assets of £412bn, up 22%, UK market leader with 45% share

Globalisation of

asset markets

• 252 US clients with £118.5bn assets, 4 of top 5 US DB pension funds

• Successfully winning US DC mandates, net flows £9.4bn (2015: £6.3bn)

• LGIM distribution agreements in Japan with Nikko Asset Management and Meiji Yasuda

• Partnering with Dutch investors in ‘Build to Rent’

• Partnering with global investors in SME finance (Pemberton)

• LGIM total AUM of £894bn, up 20%, International AUM of £177bn, up 45%

Creating real assets • £10bn of group-wide direct investments, up 39%

• £940m ‘Build to Rent’ housing pipeline with new homes in Salford, Bristol and Walthamstow

• UK infrastructure investments in London Gateway Port, Stratford, and Newcastle

Welfare reforms • Market leading UK retail protection business, over 25% market share

• UK DC assets £57.1bn, up 24%

• DC bundled provider for Tesco Plc, with over 200,000 employees, more to follow, 50bps price cap

• 2.2m customers in over 9,000 schemes

Technological

innovation

• Retail protection direct sales up 7%, General Insurance direct sales up 20%

• My Account: nearly 900k users with c.450k new customers signed up in 2016.

• Investment and partnership with Smart Pension, a Fintech auto-enrolment pension provider

Today’s capital • SME debt finance, Pemberton‘s final close at €1.2bn, with 80% external investment

• SME equity finance, £150m venture with Woodford Investment Management & British Business Bank


Driving growth: increasing stock

10

LGIM AUM growth (£bn)

13% CAGR

LGR assets growth (£bn)

14% CAGR

543 612

694 746

894

2012 2013 2014 2015 2016

32.2 34.4

44.2 43.4

54.4

2012 2013 2014 2015 2016

2.2

2.4

2.5

2.6

2.7

2012 2013 2014 2015 2016

1.3 2.7

5.7

7.2

10.0

2012 2013 2014 2015 2016

UK & US Insurance premium growth (£bn)

6% CAGR

Direct Investments (£bn)

67% CAGR


846 865 1,002

1,104

1,256

1,411

2011 2012 2013 2014 2015 2016 2020

Earnings per share (p)

11% CAGR 2011 - 2015

12.42 13.84

15.20 16.70

18.58

22.20

2011 2012 2013 2014 2015 2016 2020

Net release from operations (£m)

10% CAGR 2011 - 2015

Our financial ambition is a similar performance in 2016 – 2020 to that

achieved in 2011 - 2015 Our Strategic goals to 2020:

• Achieve global leadership in pensions

de-risking and provide a suite of products

to maximise retirement income

• Help people achieve security affordably

through insurance and workplace pensions

• Use our existing skills and expertise to

build a world class international asset

management business

• Use ‘slow money’ to become the UK leader

in direct investments including housing and

urban regeneration

• Achieve market leadership in digital provision

of insurance and retail investments

• To be a leader in financial solutions and a

globally trusted brand


12

Full Year Results 2016


2011 2012 2013 2014 2015 2016

NET RELEASE FROM

OPERATIONS (£m) 846 865 1,002 1,104 1,256 1,411

DIVIDEND (£m) 375 452 550 668 797 854

NET RELEASE FROM

OPERATIONS RETAINED (£m) 471 413 452 436 459 557

DIVIDEND COVERAGE 2.26 1.91 1.82 1.65 1.58 1.65

DIVIDEND PER SHARE (p) 6.40 7.65 9.30 11.25 13.40 14.35

RETURN ON EQUITY (%) 14.9 15.4 16.1 16.9 17.71 19.62

EARNINGS PER SHARE (p) 12.42 13.84 15.20 16.70 18.581 22.202

BOOK VALUE PER SHARE (p) 86 92 94 100 106 116

Key financials: strong growth, attractive returns

13

N.B. Dividend coverage based on net cash generation

1. Excluded £25m loss in relation to disposals of Legal & General France, Gulf, Egypt and Ireland.

2 .Excludes £60m loss in relation to disposals of Suffolk Life and Cofunds.


2016 2015 YoY (%)

ASSETS &

PREMIUMS

LGIM AUM (£bn) 894.2 746.1 20

Annuity assets (£bn) 54.4 43.4 25

Direct investments (£bn) 10.0 7.2 39

UK protection and GI gross premiums (£m) 1,838 1,779 3

Consistent delivery: strong results

14

CASH &

EARNINGS

Release from operations (£m) 1,256 1,217 3

Net release from operations (£m) 1,411 1,256 12

Adjusted operating profit (£m) 1,628 1,463 11

IFRS profit before tax (£m) 1,582 1,355 17

Adjusted earnings per share (pence) 22.20 18.58 19

CAPITAL

Shareholder basis: Solvency II surplus1 (£bn) 5.7 5.5

Shareholder basis: Solvency II coverage ratio1 (%) 171 176

Economic capital surplus (£bn) 8.3 7.6

Economic capital coverage ratio (%) 230 230

Adjusted return on equity (%) 19.6 17.7

1. The Solvency II shareholder basis adjusts for the Own Funds and SCR of the With-profits fund and our final salary pension schemes.


Strong growth: Operating profit from divisions

15

DIVISION 2016

(£m)

2015

(£m) YoY (%)

Legal & General Retirement (LGR) 811 641 27

Legal & General Investment Management (LGIM) 366 355 3

Legal & General Capital (LGC) 257 233 10

Legal & General Insurance (LGI) 317 315 1

General Insurance (GI) 52 51 2

Savings 99 107 (7)

Operating profit from divisions 1,902 1,702 12

Operating profit from divisions (£m)

10% CAGR

1,277 1,329 1,483

1,702 1,902

2012 2013 2014 2015 2016

43%

19%

13%

17%

3% 5%

LGR

LGIM

LGC

LGI

General Insurance

Savings


16

Capital Position

£5.9bn £5.9bn £6.3bn

£7.3bn

£8.3bn £7.9bn

£7.6bn £8.1bn

£8.3bn

£5.5bn £5.3bn £5.7bn

£0bn

£2bn

£4bn

£6bn

£8bn

£10bn

£12bn

£14bn

YE 2015 H1 2016 YE 2016 YE 2015 H1 2016 YE 2016

Robust capital position

176% 230%

Capital requirement Surplus

Economic Capital is the amount of capital that the Board believes

the Group needs to hold, over and above its liabilities, in order to

meet the Group’s strategic objectives.

The figures incorporate management’s estimate of the impact of

recalculating the Transitional Measures for Technical Provisions

(TMTP) as at the end of 2016 as we believe this provides the most

up to date and meaningful view of our Solvency II position. The

conditions set out by the PRA to allow a formal recalculation of the

Group’s TMTP were not met as at end 2016 but, in line with PRA

guidance, a formal recalculation will take place no later than 1st

January 2018.

On a Solvency II proforma basis including the Own funds and SCR

of the With-profits fund and our final salary pension schemes, the

Group’s Solvency II coverage ratio was 165%, with Eligible Own

funds of £14.3bn and SCR of £8.6bn

CAPITAL POSITION

• Solvency II surplus of £5.7bn

• The Solvency II shareholder basis adjusts for

the Own Funds and SCR of the With-profits

fund and our final salary pension schemes

• Solvency II capital requirement increase

driven primarily by lower interest rates and

new business. Economic capital requirement

less sensitive to these impacts

• Core tier 1 own funds of £11.0bn (81%)

• S&P credit rating AA-

Economic Capital Solvency II

Coverage

Ratio 230% 171%

£13.5bn £14.6bn £12.8bn £13.6bn

17

Shareholder basis

£14.0bn

235% 163%

£13.6bn


2016

£bn Comments

Operational surplus generation 1.2 • Substantial and diversified expected releases

New business strain (0.1) • Capital efficient annuity sales

• Positive contribution from insurance new business

Net Surplus Generation 1.1

Dividends paid (0.8) • Final 2015 £592m + Interim 2016 £238m = Total £830m

Operating variances 0.2

Over time, we expect these movements to be neutral

Market movements (0.3)

Total Surplus over year 0.2

Movement in the Solvency II surplus


Estimated Solvency II new business value metric

MARK GREGORY: GROUP CHIEF FINANCIAL OFFICER

• The new metric provides a measure of the value created in the business allowing for the run-off of Solvency II capital

• Follows the principles of EEV, but assumes profit emergence on Solvency II basis. Other methodologies are unchanged

• Expected experience is unaffected by moving from a Solvency I to a Solvency II regime, i.e. the best estimate cash flows

are the same

• For annuities business the Solvency II basis generates more strain than Solvency I (implying lower profit margin)

• For protection business the Solvency II strain is lower (implying higher profit margin)

FY 2016 PVNBP

Contribution

from New

Business

Margin %

UK Annuity business LGR (£m) 6,661 693 10.4

UK Insurance Total (£m) 1,466 153 10.4

Retail protection 1,255 139 11.1

Group protection 211 14 6.6

LGA (£m) 631 78 12.4

SUBTOTAL (£m) 8,758 924 10.6


20

High quality capital resources

1. Eligible Own Funds do not include an accrual for the dividend of £616m (2015: £592m) declared after the balance sheet date. 2. The SCR is not subject to audit 3. Coverage ratio is calculated on unrounded values

Capital position (£bn) 2016 2015

Core tier 1 Own Funds 11.0 10.6

Tier 1 subordinated liabilities 0.6 0.6

Tier 2 subordinated liabilities 2.1 2.0

Eligibility restrictions (0.1) (0.4)

Own Funds1 13.6 12.8

Solvency Capital Requirement (SCR)2 (7.9) (7.3)

Solvency II surplus 5.7 5.5

SCR coverage ratio3 (%) 171% 176%

• 81% of our £13.6bn of

Solvency 2 own funds

were core tier 1 assets.

• These core tier 1 assets

alone were £3.1bn more

than the Group's capital

requirement.

21

Operating Unit Performance


FINANCIAL HIGHLIGHTS 2016 2015

Release from operations (£m) 433 374

New business surplus (£m) 159 45

Net release from operations (£m) 592 419

Operating profit (£m) 811 641

Profit before tax (£m) 847 719

Total annuity AUA (£bn) 54.4 43.4

Of which: Direct investments (£bn) 8.1 5.7

Solvency II new business margin1 (%) 10.4

Solvency II new business value add1 (£m) 693

Backbook acquisition (£m) 2,945 -

UK Pension risk transfer (£m) 3,338 1,977

US Pension risk transfer (£m) 347 295

Netherlands Pension risk transfer (£m) - 145

Individual annuities (£m) 378 327

Total Annuity sales (£m) 7,008 2,744

Longevity insurance (£m) 900 -

New lifetime mortgages (£m) 620 201

Total sales (£m) 8,528 2,945

LGR: Delivering exceptional profit growth

22

• Operating profit of £811m up 27%, reflecting:

- increased scale of business

- profitable new business written in 2016

- impact of positive mortality experience

- longevity insurance reserve

model refinement

• Total new business sales of £8.5bn up 190%:

- annuity premium of £7.0bn, including

£2.9bn backbook acquisition from

Aegon and 6 US PRT deals totalling

£347m ($448m)

- £900m reinsured longevity insurance deal

transacted in December

- focus on return on capital, delivering strong

Solvency II new business margin of 10.4%

and future surplus releases

- £620m lifetime mortgage sale reflecting

strong growth since entry in May 2015 with

29% market share in 2016

1. Excludes US PRT business LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW | MARCH 2017

Retirement LGIM Capital LGI GI Savings

£378m

£744m

46%

49%

30

35

40

45

50

55

60

65

70

0

200

400

600

800

2010 2011 2012 2013 2014 2015 2016

Revenue Expenses C:I Ratio

LGIM: Resilient performance in challenging markets


Operating profit (£m)* 366 355

Total revenue (£m) 744 694

Total expenses (£m) (372) (335)

Closing AUM (£bn) 894 746

International AUM (£bn) 177 122

DC AUM (£bn) 57 46

Retail AUM (£bn) 24 20

Cost:income ratio (%) 49 48

• LGIM operating profit up 3%; Asset

Management operating profit excluding the

one off adjustment for box profits, up 7%

• Steady cost income ratio of c.50%

• External net flows of £29.2bn, with higher

net inflows across all regions

• DC business continues to expand with

more than 2.2m clients on its workplace

platform (2015: 1.8m) and £57.1m in AUM

• Retail business ranked third in UK net

sales in 2016 (Pridham)

• International expansion continues, with

AUM up 45% at £177.4bn (2015: £122.4bn)

• Majority of our funds outperformed their

respective benchmarks over 1, 3 and

5 years

REVENUE GROWTH WITH A STEADY MARGIN

*Operating profit includes Workplace Savings 2016: £(6)m (2015: £(4)m)

23

12% CAGR






- Direct Investments 121 69

- Traded Portfolio and other 136 164


- Direct Investments 94 73

- Traded Portfolio and other 325 44

Assets (£m) 6,193 5,665

- Direct Investments1 1,137 867

- Traded Portfolio and other 5,056 4,798

Net portfolio return % 7.4 2.3

- Direct Investments 9.0 9.2

- Traded Portfolio and other 7.0 1.0

LGC: Realising profits through asset creation

24

1. Direct Investment assets exclude two LGC assets valued at £91m at 31 December 2016 which have entered advanced

disposal negotiations and are classified as “assets held for sale” and reported separately.

• Operating profit and PBT from Direct

Investments increase year on year by

75% and 29% respectively

• 44% of Direct Investment operating

profit delivered from LGC’s share of

operating businesses’ profit

• PBT of Direct Investments is based on

independent valuation of assets, or

trading profits from our investments

• Direct investments earned a net portfolio

return of 9.0% and an average 33%

return on solvency capital



25






UK & US Gross written premium (£m) 2,409 2,215

UK Protection Solvency II margin (%) 10.4

US Protection Solvency II margin (%) 12.4

LGI: A growing book, flat operating profit

• Operating profit flat year on year with

adverse claims experience in UK

Group Protection

• Robust result driven by strong expense

discipline and continued strong Retail

Protection performance

• Agreement in principle with Chesnara to

dispose of Legal & General Netherlands

for €160m. Expected to complete in H1

2017. LGN contributed £16m operating

profit in both 2015 and 2016

LGI prior year comparator excludes Legal & General France (£12m operating profit), which was disposed of in 2015



GI: Strong results in a competitive market

26





Gross written premium (£m) 326 337

Of which: Direct channel GWP (£m) 121 101

Combined operating ratio (%) 89 89

• Operating profit up 2% to £52m as a result

of disciplined expense management and

claims control, along with relatively benign

weather experience, and in spite of a

competitive market leading to a reduction

in gross written premium

• Profit before tax of £68m up 58% as a

result of strong investment performance

• 37% of sales through direct channel,

representing 20% growth on 2015

• 2016 combined operating ratio of 89%

includes the annual cost of the Flood Re

levy of £9m paid in April 2016, adding 3%

to the combined operating ratio



Savings: Delivering on our promise to simplify operations and

enhance digital solutions

27

• Reduction in release from operations

due to decline in book

• Mature operating profit sustained

through market growth and operational

efficiencies as a result of productivity

improvements and automation

• Increased engagement of customers

via digital channels

• The sale of Cofunds/IPS for £147.5m

was completed on 1st January 2017

• Digital Savings contributed £6m

operating loss in 2016



New business strain (£m) (5) (9)



Of which: Mature Savings (£m) 105 106

Of which: Digital Savings (£m) (6) 1

Mature Savings assets (£bn) 30.7 29.6



28

Proposed Offering


Summary of Terms & Conditions*

29

Issuer Legal & General Group Plc

Instrument US$[•]m Fixed Rate Reset Subordinated Notes (the “Notes”)

Expected Issue Rating [BBB+]/[Baa1(hyb)] (S&P/Moody’s)

Interest [•] per cent. per annum payable semi-annually in arrear until the First Call Date, and thereafter reset every [5] years to [5] year mid-swap plus initial credit spread plus

step-up

Coupon Step-up 100bps on the First Call Date

Optional Redemption [●] 20[27] (the “First Call Date”) and each Reset Date thereafter subject to the redemption conditions

Status / Subordination of the Notes

Direct, unsecured and subordinated obligations of the Issuer that rank pari passu and without any preference among themselves

Subordinated to the claims of all Senior Creditors of the Issuer but shall rank at least pari passu with all other obligations of the Issuer which constitute Tier 2 Capital

(other than Existing Undated Tier 2 Securities) (“Pari Passu Securities”) and shall rank in priority to: (i) the claims of holders of Existing Undated Tier 2 Securities; (ii) all

obligations of the Issuer which constitute Tier 1 Capital; and (iii) the claims of holders of all classes of share capital of the Issuer (“Junior Securities”)

Solvency Condition All payments outside of a winding-up are conditional on the Issuer being solvent at the time of payment

Maturity Date [•] 20[47], subject to the redemption conditions

Optional Interest Deferral Optional cumulative deferral of interest on any interest payment date other than a Compulsory Interest Payment Date or a Mandatory Interest Deferral Date

Compulsory Interest Payment Date (Dividend Pusher)

Any Interest Payment Date on which the Solvency Condition is satisfied and is not a Mandatory Interest Deferral Date and the Issuer has made, in the immediately

preceding six months, subject to certain exceptions (i) any declaration/payment of dividend/distribution or coupon on the Issuer’s ordinary shares, Junior Securities or Pari

Passu Securities; or (ii) any redemption/repurchase for cash of the Issuer’s ordinary shares, Junior Securities or Pari Passu Securities

Mandatory Interest Deferral

Mandatory cumulative deferral of interest upon any event (including breach of the Solvency Capital Requirement or Minimum Capital Requirement applicable to the

Issuer, the Group or any insurance undertaking within the Group) which under the Relevant Rules would require the Issuer to defer payment of interest and the Relevant

Regulator has not waived the requirement to defer payment of interest under the Notes (a “Regulatory Deficiency Interest Deferral Event “)

Arrears of Interest:

Deferred interest will constitute Arrears of Interest and shall not themselves bear interest

Subject to meeting the Solvency Condition, regulatory consent (if required) and a Regulatory Deficiency Interest Deferral Event not subsisting, any Arrears of Interest may

be paid in whole or in part at any time and will become due and payable in whole (and not in part) upon the earliest of (i) the next Interest Payment Date on which

payment of interest is made (other than a voluntary payment of Arrears of Interest); (ii) winding-up of the Issuer or the date on which any administrator of the Issuer gives

notice that it intends to declare and distribute a dividend; or (iii) redemption or purchase of Notes by or on behalf of the Issuer

Early Redemption/ Substitution or Variation

In case of a Tax Law Change (causing either re-characterisation of interest as a distribution or a requirement to gross up for withholding tax), Capital Disqualification

Event (loss of Tier 2 regulatory capital treatment) or a Rating Methodology Event (material reduction in rating agency equity credit), the Issuer may redeem the Notes at

par, or substitute or vary the terms of the Notes to remedy such event (provided the resulting notes have terms not materially less favourable to an investor than the

terms of the Notes and comply with Tier 2 regulatory requirements and, in the case of a Rating Methodology Event, rating agency equity credit criteria), subject to the

redemption conditions and in the case of redemption prior to year 5, subject to prior replacement with equal or better quality capital

Mandatory Redemption Deferral

Mandatory deferral of any scheduled redemption upon any event (including an Insolvent Insurer Winding-up, breach of Solvency Capital Requirement or Minimum Capital

Requirement applicable to the Issuer, the Group or any insurance undertaking within the Group) which under the Relevant Rules would require the Issuer to defer

repayment or redemption of the Notes and the Relevant Regulator has not waived the requirement to defer repayment or redemption of the Notes (a “Regulatory

Deficiency Redemption Deferral Event”)

Insolvent Insurer Winding-up

The winding-up or the appointment of an administrator of any insurance undertaking within the Group where the claims of the policyholders pursuant to a contract of

insurance of that insurance undertaking which is in winding-up or administration may or will not be met

Law/Listing/Denoms English/ London/ US$200k + US$1k

*All as more fully defined in the Legal & General Group PLC Base Prospectus dated 27 May 2016 (as so supplemented by the supplementary prospectus dated 31 August 2016, and as will be subsequently supplemented to incorporate by reference certain sections of the consolidated annual report and audited accounts of L&G, its subsidiaries and its subsidiary undertakings for the year ended 31 December 2016 as announced by L&G on 8 March 2017) and the preliminary final terms. Source: Capitalised terms used in this summary and not otherwise defined shall have the meanings ascribed to them in the Terms and Conditions of the Notes


Structural Comparison L&G AXA La Mondiale Zurich L&G

Issue Date [l] 2017 Jan 2017 Jan 2017 Mar 2016 Oct 2015

First Call Date [l] 20[27] Jan 2027 Jan 2027 Jun 2026 Oct 2025

Maturity [l] 20[47] Jan 2047 Jan 2047 Jun 2046 Oct 2045

Issuer Rating

(Senior) A3 / A A2 / A - / A- Aa3 / AA- A3 / A

Issue Rating [Baa1(hyb)]/[BBB+]1 A3(hyb) / BBB+ - / BBB A2(hyb) / A Baa1(hyb) / BBB+

Size US$ [•]m US$ 1,000m US$ 530m US$ 1,000m GBP 600m

Initial Coupon [•]% semi-annually 5.125% semi-annually 5.875% semi-annually 5.625% annually 5.375% semi-annually

Step-Up/Reset2 100bp in year 10 / 5-year

US$ mid-swap +[l] 100bp in year 10 / 3m$L+388.3bp

100bp in year 10 / 5-year US$

mid-swap + 448.2bp 100bp in year 10 / 3m$L+491.8bp

100bp in year 10 / 5-year UKG +

458bp

Denomination US$ 200k/1k US$ 200k/2k US$ 200k/1k US$ 200k/1k £100k / 1k

Optional Interest

Deferral

At issuer’s discretion, subject to 6-

month dividend pusher


month dividend pusher


month junior and parity security

pusher

At issuer’s discretion, subject to

6-month junior and parity security

pusher and dividend pusher

At issuer’s discretion, subject to

6-month dividend pusher

Mandatory

Interest Deferral

Breach of solvency condition or

Solvency Capital Requirement

Breach of Solvency Capital

Requirement


Requirement

Upon Solvency Event (breach of

regulatory capital requirements)


Solvency Capital Requirement

Nature of Deferral Cumulative Cumulative Cumulative Cumulative Cumulative

Capital

Disqualification

Event Call

At par, when Notes are no longer

capable of counting as Tier 2

Capital



Capital



Capital


capable of counting as regulatory

capital



Capital

Redemption

Deferral


Solvency Capital Requirement or



Requirement or Insolvent Insurer

Winding-up


Requirement or Insolvent Insurer

Winding-up

Upon Solvency Event (breach of

regulatory capital requirements)


Solvency Capital Requirement or


Liquidation

Ranking Subordinated to senior debt Subordinated to senior debt Subordinated to senior debt Subordinated to senior debt Subordinated to senior debt

30

1Expected rating 2Reset rate includes 100bp step-up


Capital Position: Debt Profile

31

DEBT REDEMPTION PROFILE1 Nominal Value (£m)

0

200

400

600

800

1000

2017 2018 2019 2020 2021 2025 2026 2027 2031 2032 2033 2044

Grandfathered Tier 1 Grandfathered Tier 2 SII Tier 2 Senior Proposed Offering

RATING

TYPE

ENTITY /

INSTRUMENT S&P MOODY’S

Financial

Strength

Rating

L&G Assurance

Society Ltd AA- Aa3

Instrument

Credit

Ratings

Senior Debt A A3

Tier 2 BBB+ Baa1

Tier 1 BBB+ Baa2

Outlook - Stable Negative

ISSUE

DATE ISSUER STATUS

RATING

(MOODY’S / S&P) CURRENCY

AMOUNT

(M)

COUPON

(%)

FIRST

CALL DATE

MATURITY

DATE

Apr 07 Legal & General Group plc Grandfathered

Tier 1 Baa2 / BBB+ GBP 600 6.385 May 2017 Perpetual

Mar 04 Legal & General Group plc Grandfathered

Tier 2 Baa1 / BBB+ GBP 400 5.875 April 2019 Perpetual

Jul 09 Legal & General Group plc Grandfathered

Tier 2 Baa1 / BBB+ GBP 300 10.0 July 2021 July 2041

Oct 15 Legal & General Group plc SII Tier 2 Baa1 / BBB+ GBP 600 5.375 October 2025 October 2045

Nov 00 Legal & General Finance plc Senior A3 / A GBP 350 5.875 - December 2031

Mar 02 Legal & General Finance plc Senior A3 / A GBP 200 5.875 - April 2033

Jun 14 Legal & General Group plc Grandfathered

Tier 2 Baa1 / BBB+ GBP 600 5.5 June 20442 June 2064

2

1Maturity date shown as the earliest of first call date and maturity. Legal & General outstanding debt and capital instruments greater than £100m. 2 In 2026, the notes cease to qualify as regulatory capital following the expiry of the grandfathering regime. 3 Proposed offering of benchmark size in USD. GBP/USD rate of 1.2249 used for indicative purposes.

3


32

Management Team


Speaker Biographies


Mark Gregory

Chief Financial Officer until 9 March 2017

Jeff Davies

Chief Financial Officer from 9 March 2017

Mark Gregory was appointed as Group Chief Financial Officer on 1 July 2013.

Mark joined Legal & General in 1998 from Asda Group Plc where he held both senior finance and business development roles.

He has undertaken a variety of divisional finance and business director roles at Legal & General including Financial Director (Retail),

Group Financial Controller, Communications and Resources Director, Resources and International Director, UK Services Operations

Director and Managing Director of With Profits.

Mark was appointed as Chief Executive Officer of the Savings business and a director of the Board in January 2009.

Mark is a qualified chartered accountant.

Jeff will be appointed Legal & General’s Group Chief Financial Officer on 9 March 2017.

Prior to that, he was a senior partner at Ernst & Young LLP (EY) holding practice and market leadership roles in the UK and across

Europe.

He joined EY in 2004 and worked closely with many of the large multinational insurers, specialising in Solvency II and capital

management. Prior to this, he was with Swiss Re where he held a number of senior actuarial roles.

He is a Fellow of the Institute of Actuaries.

Frank Turley

Group Treasurer

Frank joined Legal & General in 2011 and was appointed Group Treasurer in 2012. He has 20 years’ experience in Treasury & Global

Markets spanning Treasury, Fixed Income, Derivatives & Equities; 18 years with HSBC Global Markets and 2 years with ANZ.

Frank's career started in the UK and he has worked extensively in Asia and the Middle East.

Frank is a Fellow of the Institute of Actuaries.

34

Appendix – Business Update


LGR : Eight sources of profit

Back book for cash

and capital

• Existing £54.4bn annuity portfolio – generated £433m operational release and £592m

net release in 2016

• Asset strategy being optimised with direct investments and lifetime mortgages

Back book acquisitions

• Acquisition of £2.9bn Aegon UK back book in H1 2016

• Successfully completed £1.4bn Lucida transaction in 2013

• c.£100bn of UK individual annuity back books opportunities

UK capital efficient

front book

• Evolving to meet anticipated demand, £2.1trn of DB liabilities in the UK

• £3,338m written in 2016 with low single digit capital strain (as % of premium)

• Currently quoting on around £13bn of buy-in / buy-out deals

Longevity Insurance • Successfully written £900m longevity insurance transaction in December 2016 and

reinsured longevity risk at the same time

• Total of £6.9bn of longevity insurance deals completed since 2011

US pension risk transfer • 6 deals written in 2016 totalling $448m

• First US PRT transaction in 2015 ($450m)

Global reinsurance hub • First Dutch deal in Dec 2015. A+ rating from Fitch and S&P. Achieved DNB registered

reinsurer status in 2016

Individual retirement • Strong individual annuity sales growth of 16% at £378 million in 2016 (£327m FY15)

• Distribution agreement with Aegon increases future flows

Lifetime mortgage • £1.5trn of housing equity owned by the over 55’s in the UK; Long term illiquid asset

creation for our annuity fund

• Strong entry into the market since entry in May 2015 with £620m sales in 2016 (£201m

FY15)



LGR: Delivering strong growth

36

590

1,211

1,668

1,140

1,531 201

620

2012 2013 2014 2015 2016

DI Lifetime Mortgage

Annuity single premium (£m)

32% CAGR

New direct investments (£m)

38% CAGR

Profit Before Tax (£m)

37% CAGR

239

373

495

719

847

2012 2013 2014 2015 2016

32 34

44 43

54

2012 2013 2014 2015 2016

AUA (£bn)

14% CAGR

1,019

2,812

5,987

2,417 3,685 1,320

1,277

591

327

3,3231

2012 2013 2014 2015 2016

Retail Corporate

1. Retail 2016 £3,323m includes £378m of individual annuities in addition to Aegon’s individual back book transaction (£2,945m)

2. Lucida acquisition (2013) included in Corporate PRT

2



88.7 102.9 106.8

134.8

2013 2014 2015 2016

LGIM: Well positioned for continued growth

Solutions AUM (£bn) Index AUM (£bn)

1. Global fixed income

2. Comprises Property and Infrastructure AUM

Real Assets AUM2 (£bn)

• Maintaining strong position in UK DB and DC as pension schemes seek a broader range of solutions

• Continuing to diversify the business through the growth in Solutions, Active Fixed Income and Real Assets

• Growth in Active Fixed Income (AFI) driven by UK and US institutional clients

• Well positioned in Index, with strong inflows from international and retail clients as the business expands its

distribution strategy

• Strengthening private credit capabilities and increasing Real Assets AUM

37

232.5

293.3 338.2

411.9

2013 2014 2015 2016

269.8 274.8 274.3

319.8

2013 2014 2015 2016

12.0 14.5

18.3 19.6

2013 2014 2015 2016

AFI AUM1 (£bn)

21% CAGR 15% CAGR 6% CAGR 18% CAGR



Time

Buy-out

DGFs

LDI

Real Assets

Buy and

Maintain

Credit

c.£2.1trn

buy-out

liabilities

Multi-Strat

Credit

Smart

Beta

DGFs

Funding

level

Average buy-

out funding

level

63%

Source: The Pensions Regulator’s Purple Book 2016 Data as at 31 March 2016. IPE Research. 2016 KPMG LDI Survey. Insurance statistics as at August 2016.

Equities

Credit

Gilts

UK DB PENSION SOLUTIONS JOURNEY

OUTCOME ORIENTATED

SELF

SUFFICIENCY

MARKET BENCHMARK

INSURANCE

LDI

• Largest UK DB pension manager with 32% market share. Largest UK LDI manager with 45% of market

• Core DB business continues to evolve, with strong growth in active and pooled LDI and increasing momentum

in fiduciary management strategies

• Continue to build a broader range of capabilities, with a focus on liability aware investing, diversified growth

strategies and real assets

LGIM: Core strength in UK Defined Benefit pensions



28

34

41 46

57

6 8 11

15

21

2012 2013 2014 2015 2016

DC Assets DC AUA

DC AUM and AUA growth (£bn) DC client growth Retail AUM (£bn)

Market leading capabilities for UK DC clients:

• Strong growth in DC assets, up 24% to £57.1bn

• Number of pension schemes serviced has more than

doubled to over 9,400

• Building presence in SME market following investment

in Smart Pension, an auto-enrolment platform

• Leadership in product development (Multi- Asset Funds,

Pathway Funds, Future World Fund)

Accelerating growth in our Retail business:

• Robust performance in a challenging market, with

positive net flows every month and net new

business of £1.4bn (2015: £1.2bn)

• AUM increased to £24.1bn

• Continue to build our offering in Index, Multi-Asset

and Active Specialties with increased focus on

sales through wealth managers

39

LGIM: Continued growth in DC pensions and Retail business

DC AUM

19% CAGR

13

17 18 20

24

2012 2013 2014 2015 2016

2012 2013 2014 2015 2016

17% CAGR

2,153

9,493

473

2,241

2012 2013 2014 2015 2016

DC schemes DC customers (' 000s)



46

252

-100-80-60-40-20020406080100120140160180200220240260280

0

50

100

150

200

250

2012 2013 2014 2015 2016

Other International Assets US Assets US Clients

• Total international AUM of £177.4bn, a 45% increase (2015: £122.4bn)

• Strong net international inflows of £14.5bn (2015: £9.5bn)

• Significant growth in the US business, with net flows of £9.4bn (2015: £6.3bn). Growing demand for Index and continued strength in Solutions and Fixed Income

• Expanding into US DC market and developing US Real Assets capability

• Higher net flows across Europe (£2.6bn), the Gulf (£1.6bn) and Asia (£0.8bn)

• Expanding range of SICAV and ICAV products for international markets

• Developing trading and fund management capabilities in Hong Kong

• Opened office in Tokyo

International AUM Growth (£bn)

£43bn

£177bn

International Net Flows (£bn)

2012 2013 2014 2015 2016

Other International Flows US Flows

£8bn

£14.5bn

40

LGIM: Successfully expanding internationally across all regions

43% CAGR



LGC: Maximising value for the Group

What we do How we achieve this

Maximise risk

adjusted returns

• Invest L&G’s £6.2bn shareholder funds

• Grow shareholders’ returns through strategic investment in Direct Investments which are

forecast to double to over £2bn over 3 years

• Deliver robust portfolio IRR from Direct Investments of 10-12% over the long-term

Create new

asset classes and

business models

• Focus on three Direct Investment sectors where there is a “£ multi-billion” funding gap:

Housing, Infrastructure and SME Finance

• Collaborate with strong commercial partners and bring our financial expertise and proven

ability to scale and grow businesses

• Create investment vehicles to re-connect long-term investors to our key sectors

Provide investment

opportunities for

the Group

• Create asset pipeline which will be sold internally or externally

• Create new long-term asset management opportunities

• Create business platforms which may be scaled-up by the Group

Acquire Develop Sell

Internal

External

41



LGC: Opportunity to grow in all sectors

Sector Macro theme Scaling up

businesses

Developing new

businesses

Housing • UK builds around half of the target 300,000 new

homes p.a.

• New forms of capital and technology required to

supplement existing industry

• ‘Generation Rent’, 5.7m private renters by 2018

• 3.3m “senior” buyers, with £820bn of equity seeking

aspirational “downsizer” homes

• CALA Homes

• Build-to-rent

• Build-to-sell

• Strategic land

bank

• Manufactured

house building

• Affordable

housing

• Senior living

Infrastructure

• UK National Infrastructure Pipeline: projects worth

£290bn of investment to 2020-21, 50% to be private

sector funding

• UK Urban Regeneration funding need of £100bn

• £40bn clean energy market becoming “subsidy-free”

and consolidating

• Urban

regeneration

projects (10

projects)

• Clean energy

aggregation

platforms

• Further urban

locations

• Transportation

Hubs

• Energy asset

technology

innovation

SME Finance

• £150bn UK SME debt financing market with £60bn

of new lending per year

• £5bn support from UK Government to grow UK

SMEs

• £1bn funding gap for UK SMEs

• SME Senior

Secured loans

• SME equity

(growth and

venture)

• Trade receivables



LGI UK: Growth in premiums and operating profit

43






Gross written premium (£m) 1,512 1,442

Mortgages facilitated (£bn) 53 46

Surveys completed (k) 523 482

Solvency II margin (%) 10.4

• UK Protection gross premium up 5% in 2016,

driven by strong new business sales from our

market leading retail protection business and

existing business retention

• Operating profit growth despite adverse

experience in Group Protection, as a result of

strong expense discipline and continued strong

Retail Protection performance

• Group Protection claims experience driven by

increased average claims costs on life

assurance and income protection products.

2016 claims experience £(43)m (2015: £(20)m).

Actions are being taken

• UK Protection SII new business margin of

10.4% reflects lower capital requirements under

Solvency II compared to Solvency I

• Continued strong performance of the

Mortgage club and Surveying businesses

LGI UK includes UK Retail and Group protection, UK Surveying and the Mortgage Club businesses



LGI US: Increased release from operations and premiums

44


Net release from operations ($m) 91 83

Operating profit ($m) 115 125

Gross written premium ($m) 1,220 1,183

Solvency II margin (%) 12.4

• Net release from operations up 10% to $91m

• US Protection premiums up 3% to $1,220m

benefitting from strong relationships with

brokerage general agents (BGA)

• Operating profit down 8% to $115m, driven by

adverse mortality claims experience

• 4th largest provider of term life through BGA

distribution channel

• 10th largest provider of term life by APE in

the US

• 1.2m customers

• $100m dividend paid in February 2017

(2016: $88m) $63m

$69m $76m

$83m $91m

$100m

2012 2013 2014 2015 2016 2017

LGI US dividend ($m)

10% CAGR



Sensitivity analysis: Solvency II coverage ratio


Who New Position Background

Sir John Kingman Chairman Former Second Permanent Secretary, HM Treasury; former CEO, UKFI; former co- head of

global FIG, Rothschild

Philip Broadley NED, Audit Committee Chair Group Finance Director at Old Mutual plc and the Group Finance Director of Prudential plc

Toby Strauss NED, Risk Committee Chair Group Director of Insurance & Chief Executive of Scottish Widows at Lloyds Banking Group

Lesley Knox NED, Remuneration Committee Chair Senior roles in financial services, including Kleinwort Benson and Bank of Scotland

Kerrigan Procter Group Executive Director CEO of LGR since January 2013, the Company’s largest division by operating profit

Bernie Hickman CEO LGI MD Individual Retirement

Aaron Meder CEO LGIM America Head of Investment, LGIM

Cheryl Agius CEO General Insurance Head of the UK Strategic Pension Risk Transfer Team, LGR

Chris Knight MD, LGR Retail Customers CFO of Legal & General Retirement

Anton Eser Chief Investment Officer Co-Head of LGIM’s Global Fixed Income business

Jeff Davies Group Chief Financial Officer Senior partner of E&Y - led the European Risk and Actuarial Insurance Services practice

Helena Morrissey Head of Personal Investing Chief executive of Newton Investment Management for 15 years

Garvan O’Neill Group Director of Finance PwC Ireland Head of the Financial Services Regulatory Practice. PwC partner for 15 years

Stephen Halliwell CFO LGC CFO at 3i Infrastructure plc

Paul Miller Group Strategy and M&A Director Head of EMEA Insurance, within the investment banking division, Goldman Sachs International

Strengthening our board and management team


Creating possibilities for a more secure future

LEGAL & GENERAL GROUP PLC | DEBT ROADSHOW – MARCH 2017

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