Phoenix Group Holdings plc
(LEI: 2138001P49OLAEU33T68)

Publication of Offering Memorandum

The International Securities Market of the London Stock Exchange has provided their confirmation of no comments on the following document, which is available for viewing:

Offering Memorandum dated 10 June 2024 (the "Offering Memorandum") relating to the Phoenix Group Holdings plc U.S.$500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the "Notes").

Application has been made for the Notes to be admitted to trading on the International Securities Market of the London Stock Exchange.

To view the full document, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/8506R_1-2024-6-10.pdf

A copy of the Offering Memorandum has also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information, please contact:

Phoenix Group Holdings plc

Office:                                  20 Old Bailey, London, EC4M 7AN, United Kingdom

Group Treasurer:       Rashmin Shah

Telephone:                +44 20 3735 0059

Email:                                   [email protected]

Website:                    http://www.thephoenixgroup.com/

DISCLAIMER - INTENDED ADDRESSEES

EU MiFID II professionals/ECPs only/No EEA PRIIPs KID

UK MiFIR professionals/ECPs only/No UK PRIIPs KID

FCA CoCo Restriction / Hong Kong sales to Professional Investors only

Please note that the information contained in the Offering Memorandum may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries. Prior to relying on the information contained in the Offering Memorandum you must ascertain from the Offering Memorandum whether or not you are part of the intended addressees of the information contained therein.

In particular, neither this announcement nor the Offering Memorandum shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.

The Offering Memorandum does not constitute an offer of securities for sale in the United States or to U.S. persons. The Notes described therein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any relevant securities laws of any state of the United States and may not be offered or sold to U.S. persons or to persons within the United States, except pursuant to an exemption from the Securities Act.

Your right to access this service is conditional upon complying with the above requirement.