The Phoenix Holdings Ltd.

Share Issue/Capital Change • Jan 14, 2010

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY, JAPAN, CANADA, AUSTRALIA OR SOUTH AFRICA (SEE "RESTRICTIONS" BELOW)

RESULTS OF THE INSIDER WARRANT EXCHANGE INVITATION

14 January 2010

On 1 Decemb er 2009, Pearl Group ("Pearl" or the "Company") announced that it had launched invitations to certain eligible holders of its insider warrants issued under the Insider Warrant Agreement as amended and restated on 2 September 2009 (the "Insider Warrants") to submit their Insider Warrants for exchange for new class B shares (the "Insider Warrant Exchange Invitation").

As at 1 December 2009 there were 11,468,200 Insider Warrants outstanding, comprising 7,468,200 founders' warrants and 4,000,000 sponsors' warrants.

Today, Pearl is pleased to announce that all 11,468,200 Insider Warrants were submitted for exchange. This will result in the issuance of 2,085,123 new class B shares in the Company as follows:

• 813,600 Insider Warrants, comprising 63,600 founders' warrants and 750,000 sponsors' warrants, settled on 13 January 2010, resulting in the issuance of 147,925 new class B shares;
• the remaining 10,654,600 Insider Warrants will settle on 15 January 2010 which will result in the issuance of a further 1,937,198 new class B shares.

Commenting on the results of the Insider Warrant Exchange Invitation Pearl Group CEO, Jonathan Moss said:

"Following the successful close of the Public Warrant Exchange Invitation, where over 99% of the warrants sought were tendered, we are delighted that all the Insider Warrantholders have accepted our offer to exchange their warrants for shares. This is another step on the road to the simplification of our capital structure."

Following the settlement of the Insider Warrant Exchange Invitation, the Company is expected to have 132,285,855 shares in issue consisting of 80,430,732 ordinary shares and 51,855,123 class B shares. In addition, there will be an additional 64,529,868 ordinary and class B shares that the Company may be required to issue in connection with the outstanding warrants and contingent rights over shares.

The table below sets out a summary of the warrants and contingent rights over shares that will be outstanding following settlement of the Insider Warrant Exchange Invitation. These instruments have exercise and vesting points from €11 to £15 and full details can be found in the July 2009 proxy statement available on the Company's website.

Type of instrument	Number
Ordinary Share Warrants
Public Warrants	8,169,868
Class B Share Warrants
Lenders	5,000,000
Royal London	12,360,000
	17,360,000
Contingent rights over class B shares
Sun Capital/TDR Capital/Selling Shareholders (contingent rights)	26,500,000
Lenders (contingent rights)	8,500,000

Contingent Subscription Agreement (contingent rights)	1,000,000
	36,000,000
Shares authorised for issue under employee incentive plans	3,000,000
Total warrants and contingent rights over shares outstanding	64,529,868

The ordinary shares of the Company are admitted to trading on the Regulated Market of the London Stock Exchange under the symbol "PRLG" and to trading on Euronext Amsterdam under the symbol "PEARL". The Public Warrants are admitted to trading on Euronext Amsterdam under the symbol "PEARW".

Enquiries:

Media: Andrew Grant, James Bradley, Mal Patel Tulchan Communications + 44 (0) 20 7353 4200

Daniel Godfrey Director of Corporate Communications, Pearl Group + 44 (0) 20 7489 4517 + 44 (0) 7894 937 890

Investors: Fiona Clutterbuck, Pearl Group + 44 (0) 20 7489 4881

DISCLAIMER

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement does not constitute an invitation to participate in the Insider Warrant Exchange Invitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Insider Warrants for exchange pursuant to the Insider Warrant Exchange Invitation will not be accepted from holders in any jurisdiction where such invitation or offer to exchange or tender is unlawful.

RESTRICTIONS

The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

UNITED STATES

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The New Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.