Phoenix Group Holdings Regulatory News (PHNX)

1.

Name of the issuer

PHOENIX GROUP HOLDINGS

2.

State whether the notification relates to (i) a

transaction notified in accordance with DTR 3.1.2 R,

(ii) a disclosure made in accordance

LR 9.8.6R(1) or

(iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

DISCLOSURE UNDER DTR 3.1.8

3.

Name of person discharging managerial

responsibilities/director

QUENTIN ZENTNER

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

N/A

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial

interest

PERSON REFERRED TO IN 3 ABOVE

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

ORDINARY SHARES OF €0.0001

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

QUENTIN ZENTNER

8.

State the nature of the transaction

SHARES ACQUIRED THROUGH EXERCISE OF OPTIONS UNDER THE LONG TERM INCENTIVE PLAN AND DEFERRED BONUS SHARE SCHEME AND SALE OF SHARES

9.

Number of shares, debentures or financial

instruments relating to shares acquired

7,761

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

LESS THAN 1%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

1,841

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

LESS THAN 1%

13.

Price per share or value of transaction

£8.65 (acquisition)

£8.69 (sale)

14.

Date and place of transaction

7 JUNE 2016, LONDON (Acquisition)

8 JUNE 2016, LONDON (Sale)

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

18,058

LESS THAN 1 %

16.

Date issuer informed of transaction

8 JUNE 2016

17.

Date of grant

18.

Period during which or date on which exercisable

19.

Total amount paid (if any) for grant of the option

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

22.

Total number of shares or debentures over which options held following notification

23.

Any additional information

24.

Name of contact and telephone number for queries

STEVEN WATTS, 0203 567 9166

Name of authorised official of issuer responsible for making notification

Gerald Watson

Date of notification 9 June 2016

(1)

An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2)

An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3)

An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4)

An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.