Holding(s) in Company

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

Phoenix Group Holdings

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

√

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: iii

Aviva plc & its subsidiaries

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

Registered Holder:

Available on request 3,696,425*

BNY Norwich Union Nominees Limited 103,132*

Chase (GA Group) Nominees Limited 1,224,684*

HSBC Global Custody Nominees (UK) Limited 249,019*

State Street Nominees Limited 9,903,209*

* denotes direct interest

Chase Nominees Limited 316,818

Vidacos Nominees Limited 3,652,293

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

09 November 2016

6. Date on which issuer notified:

10 November 2016

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

>5% to

8. Notified details:

A: Voting rights attached to shares viii, ix

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 x

Direct

Direct xi

Indirect xii

Direct

Indirect

Ordinary Shares

KYG7091M1096

11,360,988

11,360,988

19,145,580

15,176,469

3,969,111

3.86%

1.01%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

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

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

19,145,580

4.87%

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

The voting rights are managed and controlled by Aviva Investors Global Services Limited and Friends Provident International Limited, with the following chains of controlled undertakings:-

Aviva Investors Global Services Limited:

· Aviva plc (Parent Company)

· Aviva Group Holdings Limited (wholly owned subsidiary of Aviva plc)

· Aviva Investors Holdings Limited (wholly owned subsidiary of Aviva Group Holdings Limited)

· Aviva Investors Global Services Limited (wholly owned subsidiary of Aviva Investors Holdings Limited)

Friends Provident International Limited:

· Aviva plc (Parent Company)

· Aviva Group Holdings Limited (wholly owned subsidiary of Aviva plc)

· Aviva Life Holdings UK Limited (wholly owned subsidiary of Aviva Group Holdings Limited)

· Friends Life FPG Limited (wholly owned subsidiary of Aviva Life Holdings UK Limited)

· Friends Life FPL Limited (wholly owned subsidiary of Friends Life FPG Limited)

· Friends Life Limited (wholly owned subsidiary of Friends Life FPL Limited)

· Friends Life and Pensions Limited (wholly owned subsidiary of Friends Life Limited)

· Friends Provident International Limited (wholly owned subsidiary of Friends Life and Pensions Limited)

Proxy Voting:

10. Name of the proxy holder:

See Section 4

11. Number of voting rights proxy holder will ceaseto hold:

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

13. Additional information:

Figures are based on the total number of voting rights of 392,831,195, as per the Company's Total Voting Rights announcement of 09 November 2016.

14. Contact name:

Neil Whittaker, Aviva plc

15. Contact telephone number:

01603 684420