Strategic Investor Update and Board Change

LEI: 2138001P49OLAEU33T68

strategic investor UPDATE and board change

Phoenix Group Holdings plc ("Phoenix") notes that Swiss Re has today announced the successful sale of 66,199,917 shares in Phoenix, representing approximately 6.6% of Phoenix's total issued share capital. The sale was effected by way of an accelerated bookbuild to a range of new and existing institutional investors.

In order to support an orderly sell down and improve trading liquidity in Phoenix, in accordance with the terms of the relationship agreement between the two parties dated 22 July 2020 (the "Relationship Agreement"), the Phoenix Board provided its consent to Swiss Re to proceed with this transaction in advance of the expiry of the 12-month lock-up period that was agreed under the terms of the Relationship Agreement.

Following the settlement of the transaction, Swiss Re's holding in Phoenix will be approximately 6.6% of Phoenix's total issued share capital. As a result of Swiss Re's holding falling below 10% of Phoenix's total issued share capital, the Relationship Agreement shall cease to be effective and Swiss Re shall no longer be entitled to appoint a non-executive director to the Phoenix Board. As a consequence, Swiss Re has given notice that its nominated representative, Christopher Minter, will resign from the Phoenix Board with effect from settlement of the shares sold by Swiss Re, which is expected to take place on 25 June 2021. Swiss Re has agreed with its bookrunners to a separate lock-up of 90 days following the sale in respect of its residual holding in Phoenix, subject to waiver by the bookrunners.

Commenting on the Board change, Nicholas Lyons, Phoenix Chairman said: "On behalf of the Board, I would like to thank both Christopher for the significant contribution he has made since joining the Board in July 2020 and Swiss Re for its support during its time as a significant strategic shareholder."

MS&AD Insurance Group Holdings, Inc. ("MS&AD"), whose lock-up period also expires in July 2021, continues to retain a 14.5% shareholding in Phoenix. MS&AD is committed to its strategic relationship with Phoenix and expects to remain a significant shareholder.

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Enquiries

Investors/analysts:

Claire Hawkins, Director of Corporate Affairs and Investor Relations, Phoenix Group

+44 (0)20 3735 0575

Andrew Downey, Head of Investor Relations, Phoenix Group

+44 (0)20 3735 0160

Media:

Douglas Campbell, Teneo

+44 (0)775 313 6628

Haya Herbert Burns, Teneo

+44 (0)734 203 1051

Shellie Wells, Head of Corporate Communications, Phoenix Group

+44 (0)20 3735 0922

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Legal Disclaimers

This announcement in relation to Phoenix and its subsidiaries (the "Group") contains forward-looking statements about the Group's current plans, goals and expectations relating to future financial events, conditions, performance, results, strategy and/or objectives. Statements containing the words: 'believes', 'intends', 'will', 'expects', 'may', 'should', 'plans', 'aims', 'seeks', 'continues', 'targets' and 'anticipates' or other words of similar meaning are forward-looking. Such forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that are beyond the Group's control. As a result, such future events and the Group's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set out in the forward-looking statements in this announcement. The Group undertakes no obligation to update any of the forward-looking statements contained within this announcement.