Phoenix Group Holdings PLC — AGM Information 2016

Apr 8, 2016

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

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

Form of Instruction - Phoenix Group Holdings (the "Company") Annual General Meeting to be held on 11 May 2016

Cast your Instruction online ...It's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 913558 SRN: C0000000000

PIN: 1245

View the Annual Report and Notice of Meeting online: www.thephoenixgroup.com/investor-relations/shareholder-information/agm-documents/agm-2016.aspx

To be effective, all forms of instruction must be lodged at the office of Computershare Investor Service PLC, the "Depositary" at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 6 May 2016 at 12.30 pm (British Summer Time).

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 12.30 pm (British Summer Time) on 6 May 2016. 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. The Company 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 member 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. The Company and the Depositary 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

00000101010010

131420_111400_MAIL/000001/000001/SG149/i1

SG149

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 11 May 2016 at 12.30 pm (British Summer Time) and at any adjournment thereof.

	the
	tershare Company Nomeet, St. Helier, Jersey	inees Limited” to vote on my/our behalf at the Annual GJE2 3RU, on11 May 2016at12.30 pm (British SummC00
ResolutionsForAgainstVoteWithheld1.To receive the Annual Report and Accounts for 20152.To approve the 2015 Directors’ Remuneration Report3.To authorise the Directors to allot Equity Securities4.To authorise the limited disapplication of pre-emption rights(Special Resolution)5.To authorise the Company to purchase its own OrdinaryShares (Special Resolution)6.To re-elect René-Pierre Azria as a director of the Company7.To re-elect Clive Bannister as a director of the Company8.To re-elect Alastair Barbour as a director of the Company9.To re-elect Ian Cormack as a director of the Company		Vote
			11. To re-elect James McConville as a director of the Company
			12. To re-elect Kory Sorenson as a director of the Company
			13. To re-elect David Woods as a director of the Company
			14. To elect Henry Staunton as a director of the Company
			15. To declare and approve a final dividend for the year ended 31December 2015 of 26.7 pence per Ordinary Share, payableon 13 May 2016 to shareholders named on the register ofmembers as at 6pm on 8 April 2016
			16. To resolve that Ernst & Young LLP be re-appointed as theCompany’s auditor until the conclusion of the next annualgeneral meeting of the Company to be held in 2017
			17. To resolve that the Directors be authorised to determine theamount of the auditor’s remuneration

Signature

Date

In the case of joint holders, only one holder need sign (see note 4 overleaf). In the case of 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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