Prudential Regulatory News (PRU)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Phoenix Group Holdings

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Prudential plc group of companies

4. Full name of shareholder(s)  (if different from 3.):iv

Prudential plc

M&G Group Limited

M&G Limited

M&G Investment Management Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

04 April 2017

6. Date on which issuer notified:

05 April 2017

7. Threshold(s) that is/are crossed orreached: vi, vii

5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

EURO .0001 (DI)

KYG709M1096

18,986,062

18,986,062

19,096,164

0

19,096,164

0

4.86%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

EURO .0001 (DI)

KYG709M1096

(Right of Recall)

642,619

0.16%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

19,738,783

5.02%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Prudential plc (parent Company) - 19,738,783 (5.02%)

M&G Group Limited (wholly owned subsidiary of Prudential plc) - 19,738,783 (5.02%)

M&G Limited (wholly owned subsidiary of M&G Group Limited) - 19,738,783 (5.02%)

M&G Investment Management Limited (wholly owned subsidiary of M&G Limited) - 19,738,783 (5.02%)

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

12. Date on which proxy holder will cease to holdvoting rights:

N/A

13. Additional information:

14. Contact name:

Owen Smith / John Baker

M&G Investment Management Limited

15. Contact telephone number:

020 7004 4517 / 020 7548 2561