Phoenix : Publication of Offering Memorandum

Phoenix Group Holdings plc
(LEI: 2138001P49OLAEU33T68)

Publication of Offering Memorandum

The following document has been approved by the International Securities Market of the London Stock Exchange on 27 January 2020 and is available for viewing:

Offering Memorandum dated 27 January 2020 (the 'Offering Memorandum') relating to the Phoenix Group Holdings plc U.S.$750,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes.

To view the full document, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/0465B_1-2020-1-27.pdf

A copy of the Offering Memorandum has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

For further information, please contact:

Phoenix Group Holdings plc

Office: Juxon House, 100 St Paul's Churchyard, London, EC4M 8BU

Group Treasurer: Rashmin Shah

Telephone: [phone]

Email:[e-mail]

Website:http://www.thephoenixgroup.com/

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Offering Memorandum may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries. Prior to relying on the information contained in the Offering Memorandum you must ascertain from the Offering Memorandum whether or not you are part of the intended addressees of the information contained therein.

The Offering Memorandum does not constitute an offer of securities for sale in the United States or to U.S. persons. The Notes described therein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or under any relevant securities laws of any state of the United States and may not be offered or sold to U.S. persons or to persons within the United States, except pursuant to an exemption from the Securities Act.

Your right to access this service is conditional upon complying with the above requirement.