Phoenix Group Holdings Regulatory News (PHNX)

Completion of acquisition of ReAssure Group plc

Phoenix Group Holdings plc ("Phoenix" or the "Company" and, together with its subsidiaries, the "Group") is pleased to announce the completion of the acquisition of ReAssure Group plc ("ReAssure") from the Swiss Re Group (the "Acquisition").

Andy Briggs, CEO of the Phoenix Group commented: "I am delighted to confirm completion of the acquisition of ReAssure and would like to extend a warm welcome to our new colleagues joining Phoenix. The transaction marks another significant milestone on Phoenix's growth journey further strengthening the Group's key attributes of cash, resilience and growth and establishing the Group as the UK's largest long-term savings and retirement business."

Applications have been made to the FCA and the LSE for the 277,277,138 new ordinary shares of Phoenix being issued to the Swiss Re Group as part consideration for the Acquisition, representing approximately 27.8% of the enlarged share capital of Phoenix, to be admitted to the premium listing segment of the FCA's Official List and to trading on the LSE's main market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 23 July 2020.

Pursuant to an agreement between the Swiss Re Group and MS&AD Insurance Group Holdings, Inc. ("MS&AD"), upon Admission the Swiss Re Group will transfer 144,877,304 shares representing approximately 14.5% of the enlarged share capital of Phoenix to MS&AD.

Matt Cuhls will retain his position as CEO of ReAssure Limited and will join the Group's Executive Committee, alongside his ReAssure colleague Michael Eakins who will join as Group CIO as previously reported.

Further, with effect from today, the Company has been substituted in place of ReAssure as the issuer of the following series of debt securities (the "Notes"), each of which are listed on the FCA's Official List and admitted to trading on the LSE's Professional Securities Market:

• £500,000,000 5.867% Tier 2 Subordinated Notes due 2029 (ISIN: XS2012046665; principal amount outstanding: £500,000,000);

• £250,000,000 Fixed Rate Reset Callable Tier 2 Subordinated Notes due 2029 (ISIN: XS2012047473; principal amount outstanding: £250,000,000); and

• £250,000,000 4.016% Tier 3 Subordinated Notes due 2026 (ISIN: XS2012048281; principal amount outstanding: £250,000,000).

It is expected that the Notes will be re-admitted for listing and trading with effect from 24 July 2020.

Phoenix Group Holdings plc - Board Changes

The Board of Phoenix is pleased to announce the appointment of two new non-executive directors: Christopher Minter and Hiroyuki Iioka.

In accordance with the terms of the relationship agreements entered into between Phoenix and the Swiss Re Group and MS&AD which will become effective upon Admission, these appointments are being made on account of the shareholdings of the Swiss Re Group and MS&AD and shall become effective upon Admission. Christopher Minter is the nominee of the Swiss Re Group and Hiroyuki Iioka is the nominee of MS&AD.

Also, with effect from Admission, Campbell Fleming will leave the Phoenix Board. Campbell Fleming is one of the two directors nominated to our Board by our strategic partner, Standard Life Aberdeen, under the terms of the relationship agreement between Phoenix and Standard Life Aberdeen. Following Admission, Standard Life Aberdeen's shareholding will be reduced resulting in Standard Life Aberdeen being entitled to nominate only one director instead of two on the Phoenix Board.

Christopher Minter is the Head of Principal Investments & Acquisitions of Swiss Re, responsible for the ongoing management of Swiss Re's principal investments portfolio as well as for acquisitions and divestments of both strategic and financial holdings of the Swiss Re Group. Hiroyuki Iioka is the Senior General Manager, Business Development Department for MS&AD, responsible for business investment planning and co-ordination, including international life insurance businesses.

Commenting on the Board changes, Nicholas Lyons, Phoenix Chairman said: "I am extremely pleased that Christopher Minter and Hiroyuki Iioka are joining the Phoenix Board. They bring substantial experience and executive skills to our Board and additional international perspectives.

On behalf of the Board, I would like to thank Campbell for his excellent, insightful contribution since joining the Board at the start of Phoenix's strategic partnership with Standard Life Aberdeen."

Christopher Minter has, since December 2018, been a non-executive director of Britam Holdings plc which is listed on the Nairobi Securities Exchange. Between January 2014 and May 2019, Mr Minter was also a director of Sul América S.A. which is listed on the Brazil Stock Exchange. Hiroyuki Iioka has, since December 2019, been an alternate non-executive director of Challenger Limited which is listed on the Australian Stock Exchange. No other information is required to be notified under Listing Rule 9.6.13R.

Capitalised terms used but not defined in this announcement have the meanings set out in the Circular and Prospectus or the Supplementary Prospectus, which are available on Phoenix's website at www.thephoenixgroup.com.

Investors and analystsClaire Hawkins, Corporate Affairs and Investor Relations Director, Phoenix Group+44 (0)20 3735 0575; claire.hawkins@thephoenixgroup.com

MediaAndy Donald and Vikki Kosmalska, Maitland

+44 (0)7738 346460 and +44 (0)7754 943601; Phoenix-Maitland@maitland.co.uk

Shellie Wells, Head of Corporate Communications, Phoenix Group

+44 (0) 203 735 0922; shellie.wells@thephoenixgroup.com

LEI: 2138001P49OLAEU33T68

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a circular or a prospectus but an advertisement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. Securities will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with the Acquisition.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

No person has been authorised to give any information or to make any representations other than those contained in the Circular and Prospectus and the Supplementary Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.