Company Announcements

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5 December 2023

Phoenix Group Holdings plc announces Final Results and Pricing of Offers

Phoenix Group Holdings plc (the "Company") now announces the final results and pricing of its invitations made to the holders (the "Noteholders") of its outstanding £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes") as described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers").

Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 16:00 (London time) on 4 December 2023. The pricing of the Offer for the Sterling Notes took place at or around 11:00 (London time) today.

The Company hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the satisfaction or waiver of the Financing Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, validly tendered Notes for purchase pursuant to the Offers, in an aggregate principal amount of approximately £350,000,000 (equivalent). The Company further announces that the aggregate principal amount of each Series accepted for purchase (each a "Series Acceptance Amount") will be as set out in the table below.

Pricing of the Offer for the Sterling Notes is also set out in the table below.

* In line with the approach specified in the Tender Offer Memorandum, where Tender and Priority Acceptance Instructions related to a greater principal amount of Notes (on an aggregate basis taking into account tenders for such Noteholder of both the Sterling Notes and the U.S.$ Notes) than the principal amount of New Notes (converted in whole or in part into U.S.$ at the U.S.$ FX Rate and rounded down to the nearest U.S.$1,000, if applicable) it subscribed for and was allocated, the Company has, in its sole discretion, deemed the relevant Tender and Priority Acceptance Instruction or Tender and Priority Acceptance Instructions to be (A) Tender and Priority Acceptance Instruction(s) for only the principal amount of Notes in respect of which the relevant Noteholder has obtained Priority Acceptance and (B) Tender Only Instruction(s) for the additional Notes the relevant Noteholder wishes to tender for purchase in excess of such Priority Acceptance Amount, applying such approach to a Noteholder(s) Tender Instructions in a manner that is determined in the Company's sole discretion.

Subject to the satisfaction (or waiver) of the Financing Condition, payment of the relevant Purchase Price and the relevant Accrued Interest Payment in respect of the Notes accepted for purchase by the Company will occur on the Settlement Date for the Offers which is expected to be 7 December 2023.

Notes purchased by the Company pursuant to the Offers will be cancelled by the Company and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding, subject to their existing terms and conditions.

Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are: Banco Bilbao Vizcaya Argentaria, S.A. at 44th Floor, One Canada Square, London E14 5AA, United Kingdom, Attention: Liability Management, or by telephone at +44 207 397 6029 and +44 207 397 6061 or email liabilitymanagement@bbva.com; HSBC Bank plc at 8 Canada Square, London E14 5HQ, United Kingdom, Attention: Liability Management, DCM, or by telephone at +44 20 7992 6237 or email LM_EMEA@hsbc.com; J.P. Morgan Securities plc at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention: EMEA Liability Management Group, or by telephone at +44 20 7134 2468 or email liability_management_EMEA@jpmorgan.com; Merrill Lynch International at 2 King Edward Street, London EC1A 1HQ, United Kingdom, Attention: Liability Management Group, or by telephone at +44 20 7996 5420 or email DG.LM-EMEA@bofa.com; NatWest Markets Plc at 250 Bishopsgate, London EC2M 4AA, United Kingdom, Attention: Liability Management, or by telephone at +44 20 7678 5222 or email NWMliabilitymanagement@natwestmarkets.com; and Kroll Issuer Services Limited at The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom, Attention: Jacek Kusion, or by telephone at +44 20 7704 0880 or email phoenix@is.kroll.com.

REGULATORY INFORMATION AND DISCLAIMER

This announcement contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA").

The person responsible for arranging release of this announcement on behalf of the Company is Kulbinder Dosanjh, Group Company Secretary. The Legal Entity Identifier of the Offeror is: 2138001P49OLAEU33T68.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and any other advice, including in respect of any financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.