Phoenix Group Holdings plc issue of Tier 2 Notes

Phoenix Group Holdings plc (LEI: 2138001P49OLAEU33T68)

Phoenix Group Holdings plc mandates Joint Lead Managers for issue of Tier 2 Notes

Phoenix Group Holdings plc ("PGH") has mandated Barclays, Citigroup, HSBC and J.P. Morgan Cazenove as Joint Lead Managers for an upcoming issuance of up to USD 500m Tier 2 notes (the "Notes"), to be issued under the PGH £3bn Euro Medium Term Note Programme (the "Programme"). The Notes are expected to have a maturity of approximately 11.25 years and to be redeemable at the option of PGH from June to September 2026.

The net proceeds from the issue of the Notes will be used for general corporate purposes, including providing additional flexibility for the refinancing of existing Phoenix Group borrowings.

The offering of the Notes will be launched in the near future, subject to market conditions.

For further information, please contact:

Phoenix Group Holdings plc

Office: Juxon House, 100 St Paul's Churchyard, London EC4M 8BU, United Kingdom

Group Treasurer: Rashmin Shah

Telephone: +44 20 3735 0059

Email: [email protected]

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

This announcement relates to the disclosure of information relevant for holders of the Phoenix Group's debt securities that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

The person responsible for arranging for the release of this announcement on behalf of PGH is Gerald Watson.

DISCLAIMER - INTENDED ADDRESSEES

Neither this announcement nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to a U.S. person (as defined in the U.S. Securities Act of 1933 (the "Securities Act")). Any failure to comply with this restriction may constitute a violation of U.S. securities laws. This announcement is not an offer of any securities for sale, or an offer to repurchase securities, in the United States. PGH has not registered and does not intend to register any portion of the proposed offering in the United States or to conduct a public offering of any securities in the United States. The Notes may not be offered or sold in the United States or to a U.S. person except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act.

This announcement is made to and is directed only at persons in the United Kingdom having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, and to those persons to whom it can otherwise lawfully be distributed.

The Notes are complex financial instruments and are not a suitable or appropriate investment for all investors.

Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA"), PGH has determined, and hereby notifies all persons, including all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in Monetary Authority of Singapore ("MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Potential investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein).

The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, "MiFID II" or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.

A copy of the Base Prospectus and Supplementary Prospectuses in relation to the Programme are available for viewing at https://www.thephoenixgroup.com/investor-relations/bondholder-information/phoenix-group-holdings-plc.aspx. When published, the final terms of the Notes will be available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

FCA/ICMA stabilisation is expected to apply.