Holding in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

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 the notification obligation:

Lloyds Banking Group plc

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

See Section 9

5. Date of the transaction and date on which the threshold is crossed or reached:

1 February 2013

6. Date on which issuer notified:

5 February 2013

7. Threshold(s) that is/are crossed or reached:

Direct / Indirect holdings increased to above 6% (see section 13)

8. Notified details:

A: Voting rights attached to shares

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

Direct

Direct

Indirect

Direct

Indirect

Eur 0.0001

7,051,934

7,051,934

6,319,803

6,319,803

1,407,439

3.620%

0.806%

KYG7091M1096

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/ConversionPeriod

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

% of votingrights

Warrants over Ordinary Shares

03/09/2014

02/09/2009 - 03/09/2014

1,296,672

0.765%

Contingent Rights over Ordinary Shares (Event Shares)

22/06/2013

05/07/2010 - 22/06/2013

218,474

0.125%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Exerciseprice

Expirationdate

Exercise/Conversionperiod

Number of votingrights instrumentrefers to

% of voting rights

Open Offer Shares

 11/02/2013

 1,504,763

Nominal

Delta

 0.862%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

10,747,151

6.178%

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

Equities

Material holdings of equities held by subsidiaries of Lloyds Banking Group plc are listed below:

2,077,184 shares (1.190%) are under the control of Ranelagh Nominees Limited, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

2,075,819 shares (1.189%) are under the control of Uberior Co-Investments Limited, a wholly owned subsidiary of Uberior Fund Investments Limited, a wholly owned subsidiary of Uberior Investments Plc, a wholly owned subsidiary of Bank of Scotland plc, a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

1,188,981 shares (0.681%) are under the control of Bank of Scotland plc a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).977,802 shares (0.560%) are under the control of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).1,403,775 shares (0.804%) are under the control of Scottish Widows Investment Partnership Ltd, a wholly owned subsidiary of Scottish Widows Investment Partnership Group Ltd, a wholly owned subsidiary of Scottish Widows Group Ltd, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Indirect Interests). 

Warrants

1,261,510 warrants (0.765%) are under the control of Ranelagh Nominees Limited, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests). The number of shares relating to these warrants on exercise would be increased by the ratio of 1.027873.

Event Shares

119,884 shares (0.069%) are under the control of Bank of Scotland plc, a wholly owned subsidiary of HBOS plc, a wholly owned subsidiary of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

98,590 shares (0.056%) are under the control of Lloyds TSB Bank plc, a wholly owned subsidiary of Lloyds Banking Group plc (Direct Interests).

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

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

N/A

13. Additional information:

Notification using the total voting rights figure of 174,587,148

On 1 February 2013, Scottish Widows Investment Partnership Limited, a subsidiary of Lloyds Banking Group plc, traded in the ordinary shares of Phoenix Group Holdings.

This TR1 notification has therefore been prepared taking into account the entitlement to open offer shares, pursuant to DTR 5.3.1

14. Contact name:

Andrew Kellett

15. Contact telephone number:

0113 235 7729