PGH PLC Issuer of Senior Debt Securities Update

Phoenix Group Holdings plc

Notice of the Substitution of Phoenix Group Holdings plc ("PGHplc") in place of Phoenix Group Holdings ("PGH") as issuer of Senior Debt Securities

Notice is hereby given to the holders of the £300,000,000 5.75 per cent. Guaranteed Bonds due 2021 (of which £121,610,000 in aggregate principal amount remains outstanding) issued by PGH (the "Senior Debt Securities"), that with effect from 18 June 2019 PGHplc will be substituted in place of PGH as the principal debtor under, and issuer of, the Senior Debt Securities.

With effect from 18 June 2019, PGH will resign as a guarantor and borrower under the Phoenix Group's £900 million revolving credit facilities agreement and £600 million acquisition facilities agreement, and PGH does not have any outstanding loans under the facilities agreements. PGHplc remains as a guarantor and a borrower under each of the facilities agreements.

Copies of the amended and restated terms and conditions of the Senior Debt Securities are available via the link below:

http://www.rns-pdf.londonstockexchange.com/rns/6105C_1-2019-6-18.pdf

For further information, please contact:

Rashmin Shah, Group Treasurer, Phoenix Group

Telephone: +44 (0) 20 3735 0059

Email: rashmin.shah@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.