Phoenix Group Holdings Regulatory News (PHNX)

LEI: 2138001P49OLAEU33T68

PHOENIX GROUP HOLDINGS PLC - TOTAL VOTING RIGHTS AND SHARE CAPITAL AS AT 23 JULY 2020

This announcement is made in accordance with DTR 5.6.1A R.

Further to the announcement by Phoenix Group Holdings plc (the "Company") on 22 July 2020 regarding the completion of the acquisition of ReAssure Group plc (the "Acquisition"), the Company confirms that the 277,277,138 ordinary shares issued to the Swiss Re Group as part consideration for the Acquisition (the "Acquisition Shares") were admitted to the premium listing segment of the FCA's Official List and to trading on the LSE's main market for listed securities today at 8.00 a.m.

Following completion of the Acquisition and the issuance of the Acquisition Shares, the issued share capital of the Company is 998,995,634 ordinary shares of £0.10 nominal value each. This represents a 38.42% increase in the number of issued ordinary shares immediately prior to the issuance of the Acquisition Shares.

Each ordinary share has one vote on a poll. The Company does not hold any shares in treasury.

Therefore, as at 23 July 2020, the total number of voting rights in the Company is 998,995,634. This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

NOTE: Please email any major shareholding notifications under DTR 5.1.2 R to the Group Company Secretary (gerald.watson@thephoenixgroup.com) copying in claire.hawkins@thephoenixgroup.com and steven.watts@thephoenixgroup.com