Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

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

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:

Nicolas Berggruen Charitable Trust

(formerly known as the Tarragona Trust)

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

(i) Euroclear Bank

(ii) Goldman Sachs Securities Nominees Ltd (designated a/c ILSEG)

(iii) Pershing Nominees Ltd (designated a/c PERNY)

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

23 February 2012

6. Date on which issuer notified:

24 February 2012

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

5%

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

Indirect

Direct

Indirect

€0.0001

ISIN KYG7091M1096

8,724,239

7,724,239

NIL

7,724,239

NIL

4.43%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/Conversion Period

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

% of votingrights

-

-

-

-

-

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

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date

Exercise/Conversion period

Number of voting rights instrument refers to

% of voting rights

-

-

-

-

-

Nominal

Delta

-

-

Total (A+B+C)

Number of voting rights

Percentage of voting rights

7,724,239

4.43%

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

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:

N/A

14. Contact name:

Andrew Caunt,

Greenberg Traurig Maher LLP

15. Contact telephone number:

(+ 44) 020 3349 8700

Note: Annex should only be submitted to the FSA not the issuer

Annex: Notification of major interests in share

A: Identity of the persons or legal entity subject to the notification obligation

Full name

(including legal form of legal entities)

Nicolas Berggruen Charitable Trust

Contact address

(registered office for legal entities)

Greenberg Traurig Maher LLP

200 Gray's Inn Road

London WC1X 8HF

Phone number & email

0203 349 8700 [email protected]

Other useful information

(at least legal representative for legal persons)

Greenberg Traurig Maher LLP

B: Identity of the notifier, if applicable

Full name

Greenberg Traurig Maher LLP

Contact address

200 Gray's Inn Road, London WC1X 8HF

Phone number & email

0203 349 8700 [email protected]

Other useful information

(e.g. functional relationship with the person or legal entity subject to the notification obligation)

Solicitors. Contact Andrew Caunt

C: Additional information

For notes on how to complete form TR-1 please see the FSA website.