Holding(s) in Company

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: 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 5,002,567*

Chase (GA Group) Nominees Limited 531,999*

HSBC Global Custody Nominee (UK) Limited 9,426,094*

State Street Nominees Limited 428,858*

* denotes direct interest

Chase Nominees Limited 316,658

Vidacos Nominees Limited 3,714,439

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

18 April 2017

6. Date on which issuer notified:

19 April 2017

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

21,217,596 *

21,217,596 *

19,420,615

15,389,518

4,031,097

3.92%

1.03%

* Includes Right to Recall Loaned Shares (779,115)

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

RIGHT TO RECALL LOANED SHARES

N/A

N/A

790,457*

*Direct Interest

0.20%

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

20,211,072

5.15%

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)

· Friends Provident International Limited (wholly owned subsidiary of Aviva Group Holdings 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 392,854,904, as per the Company's Total Voting Rights announcement of 31 March 2017.

14. Contact name:

Neil Whittaker, Aviva plc

15. Contact telephone number:

01603 684420