Phoenix Group Holdings PLC — AGM Information 2011

Apr 7, 2011

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All Correspondence to:

The office of the Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA 999999

Form of Instruction - Annual General Meeting to be held on Friday 13 May 2011

Cast your Proxy online 24/7 ...It's fast, easy and secure! www.eproxyappointment.com

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

Control Number: SRN. C0000000000 PIN. 1245

To be effective, all proxy appointments must be completed and lodged at the office of the Depositary at: Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by Tuesday 10 May 2011 at 1.00pm (British Summer Time)

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Explanatory Notes:

1. Please indicate, by placing 'X' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.

2. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

3. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 72 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. Phoenix Group Holdings may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

4. In the case of joint holders, where more than one of the joint holders purports to vote by signing and returning this form, only the instruction submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the records of the Depositary in respect of the joint holder (the first-named being the most senior).

5. Any alterations made in this form should be initialled.

6. The completion and return of this form will not preclude a holder from attending the meeting and voting in person. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, they must notify the Depositary in writing or e-mail !UKALLDITeam2@computershare.co.uk

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the "Depositary") and the Custodian accept no liability for any instruction that does not comply with these conditions.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

000001_1_MAIL/000001/000001/SG149/i

SG149

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Form of Instruction

Please use a black pen. Mark with an X inside the box as shown in this example.

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C0000000000 M A L

I/We hereby instruct the Custodian “Computershare Company Nominees Limited” to vote on my/our behalf at the Annual General Meeting of Phoenix Group Holdings to be held at 1st Floor, 32 Commercial Street, St Helier, Jersey JE2 3RU on Friday 13 May 2011 at 1.00pm (British Summer Time) and at any adjournment of the meeting.

ResolutionsForAgainstVoteWithheld1To receive the report of the Directors and the financialstatements for the year ended 31 December 2010together with the auditor's report thereon2To approve the Directors’ Remuneration Report for theyear ended 31 December 20103To authorise the Directors to offer scrip dividends4To authorise the Directors to allot new Ordinary Shares5To authorise the limited disapplication of pre-emptionrights6To authorise the Company to purchase its own OrdinaryShares7To re-elect Ian Ashken as a director8To re-elect René-Pierre Azria as a director9To re-elect David Barnes as a director10To re-elect Charles Clarke as a director11To re-elect Ian Cormack as a director12To re-elect Tom Cross Brown as a director	ForAgainstVoteWithheld13To re-elect Manjit Dale as a director
	14To re-elect Isabel Hudson as a director
	15To re-elect Alastair Lyons as a director
	16To re-elect Hugh Osmond as a director
	17To re-elect Ron Sandler as a director
	18To re-elect David Woods as a director
	19To re-elect Jonathan Yates as a director
	20To elect Clive Bannister as a director
	21To declare and approve the payment of a final dividend of21 pence per Ordinary Share for the year ended 31December 2010
	22To re-appoint the Auditor
	23To authorise the Directors to determine the amount of theAuditor’s Remuneration
	24To adopt the Fifth Amended and Restated Memorandumand Articles of Association

Signature

Date

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In the case of joint holders, only one holder need sign. In the case of a holder which is a corporation, the Form of Instruction must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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