Phoenix Group Holdings Regulatory News (PHNX)

Phoenix Group Holdings

LEI: 21380031B1D56JRCE375

Notice to PGH shareholders and to holders of outstanding debt securities regarding change in the head office and tax residence of Phoenix Group Holdings ("PGH")

Further to the announcement dated 21 June 2017, notice is hereby given that with effect from 31 January 2018 the central management and control, and the head office, of PGH will move from Jersey to the United Kingdom, with the intention that PGH will be resident in the United Kingdom for tax purposes from such date.

With effect from 31 January 2018, the PRA will treat PGH, and not Phoenix Life Holdings Limited ("PLHL"), as the ultimate EEA insurance holding company of the Insurance Group.

Holders of the subordinated securities:

· £428,113,000 6.625 per cent. Guaranteed Subordinated Notes due 2025;

· £450,000,000 4.125 per cent. Tier 3 Notes due 2022 issued pursuant to PGH's £3,000,000,000 Euro Medium Term Note Programme; and

· U.S.$500,000,000 5.375 per cent. Notes due 2027 issued pursuant to PGH's £3,000,000,000 Euro Medium Term Note Programme,

each issued by PGH (together, the "Outstanding Subordinated Securities"), are hereby notified that as such, PGH will become the ultimate EEA insurance holding company and the Insurance Group Parent Entity and a member of the Insurance Group for the purposes of the terms and conditions of the Outstanding Subordinated Securities. This will result in the Outstanding Subordinated Securities (and not the relevant on-loan of the proceeds of the Outstanding Subordinated Securities) being the only relevant capital item for the purposes of the definition of "Capital Disqualification Event" under the Outstanding Subordinated Securities with effect from such date.

PLHL will no longer be required by the PRA to be taken into account for the purposes of the deferral of principal and interest on the Outstanding Subordinated Securities pursuant to the definitions of "Regulatory Deficiency Interest Deferral Event" and "Regulatory Deficiency Redemption Deferral Event".

Capitalised terms that are not defined in this announcement will have the meanings given to them in the terms and conditions of the Outstanding Subordinated Securities.

The change in tax residency is not expected to impact PGH shareholders, other than UK stamp duty reserve tax (currently levied at 0.5%) will be incurred on subsequent purchases of PGH depositary interests.

Any PGH shareholder who is uncertain of the implications of the change in PGH's tax residency on their investment is recommended to obtain professional advice.

The change in tax residency will not impact the terms and conditions of the £300,000,000 5.75 per cent. Bonds due 2021 (of which £121,610,000 remains outstanding).

For further information, please contact:

Debt investors:

Rashmin Shah, Group Treasurer, Phoenix Group

Telephone: +44 (0) 20 3735 0059

Email: rashmin.shah@thephoenixgroup.com

Equity investors/analysts:Sam Perowne, Head of Investor Relations, Phoenix GroupTelephone: +44 (0) 20 3735 0021

Email: Samuel.Perowne@thephoenixgroup.com

Website: www.thephoenixgroup.com

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.