Holding(s) in Company - Replacement

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

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):

Disclosure of revised position following completion of Firm Placings and Open Offer

Yes

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:

21 February 2013

6. Date on which issuer notified:

25 February 2013

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

17% and 16%

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

30,206,189 (17.40%)

35,923,409

29,627,103

6,296,306

13.19%

2.80%

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

35,923,410

15.99%

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 Limited has taken up its entitlements under the Phoenix Group Holdings open offer, resulting in an increase in their shareholdings from 21 February 2013. Due to the firm placing of shares to Och-Ziff, also on 21 February 2013, the overall higher number of shares in issue from 21 February 2013 has resulted in a reduction in the percentage holdings of TDR Capital Nominees Limited.

14. Contact name:

Blair Thompson

15. Contact telephone number:

0207 399 4200