Holding(s) in Company

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

Yes

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:

TDR Capital Nominees Limited

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

TDR Capital Nominees Limited

TDR Shares Limited

Jambright Limited

Jambright Midco Limited

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

5 December 2013

6. Date on which issuer notified:

5 December 2013

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

15%,14%,13%,12%,11%,10%,9%,8% and 7%

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

EUR 0.0001

35,923,409 (15.98%)

13,923,409

11,483,049

2,440,360

5.11%

1.09%

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

13,923,409

6.19%

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:

TDR Capital Nominees Ltd, Jambright Ltd and TDR Shares Ltd have completed the sale of 22 million ordinary shares at a price 660p per share through an accelerated bookbuild.

14. Contact name:

Blair Thompson

15. Contact telephone number:

0207 399 4200