The Phoenix Holdings Ltd.

Share Issue/Capital Change • Dec 30, 2009

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)

PEARL GROUP ANNOUNCES THE EXTENSION OF THE INSIDER WARRANT EXCHANGE INVITATION LAUNCHED 1 DECEMBER 2009

30 December 2009

On 1 December 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"). Today, Pearl announces that the Insider Warrant Exchange Invitation will be extended and will expire at 10.00am (Central European Time) on 13 January 2010, unless extended, re-opened or terminated.

For the avoidance of doubt, the exchange invitation to eligible holders of the public warrants announced 1 December 2009 is not impacted by this announcement.

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

Investors: Fiona Clutterbuck, Pearl Group + 44 (0) 7768 104904

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 exchange invitations 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 Warrants for exchange pursuant to the invitations 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.