Notice of Variation and Relisting of Notes

Phoenix Group Holdings plc notice of variation of the terms and conditions of £500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1802140894) (the "Notes") and relisting of the Notes

Further to the notice of 25 September 2020, notice is hereby given to the holders of the £500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Write Down Notes issued by Phoenix Group Holdings plc (the "Issuer") (the "Notes"), that with effect from 27 October 2020 (the "Effective Date"), the terms and conditions of the Notes have been varied pursuant to Condition 8(g)(ii) thereof to provide for automatic conversion of the Notes into shares of the Issuer upon the occurrence of a Trigger Event (as defined therein) (the "Variation"). From the Effective Date, the Notes shall be known as the Issuer's "Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes". A copy of the Conditions, as amended following the Variation, is set out here:

http://www.rns-pdf.londonstockexchange.com/rns/3779D_1-2020-10-27.pdf

Notice is further given to the holders of the Notes that with effect from 27 October 2020, the Notes will no longer be listed on the official list of the United Kingdom Financial Conduct Authority and will no longer be admitted to trading on the regulated market of the London Stock Exchange plc. With effect from 27 October 2020, the Notes are expected to be listed on the official list of the Irish Stock Exchange plc, trading as Euronext Dublin and admitted to trading on the global exchange market.

Enquiries

Investors/analysts:
Rashmin Shah, Group Treasurer, Phoenix Group

+44 (0) 20 3735 0059, [email protected]

Claire Hawkins, Corporate Affairs and Investor Relations Director, Phoenix Group
+44 (0)20 3735 0575. [email protected]

Media:
Douglas Campbell/ Haya Herbert-Burns, Teneo

+44 (0)7753 136628/ +44 (0)7342 031051

Shellie Wells, Head of Corporate Communications, Phoenix Group

+44 (0)203 735 0922, [email protected]

LEI: 2138001P49OLAEU33T68

Notes

1.   This notice does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.