Phoenix Group Holdings PLC — Proxy Solicitation & Information Statement 2013

Jan 30, 2013

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

Form of Instruction – Extraordinary General Meeting to be held on 19 February 2013

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 Road, Bristol BS99 6ZY by Thursday 14 February 2013 at 1.00pm (GMT).

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.
• 1. 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.
• 1. To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 120 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.
• 1. 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).
• 1. Any alterations made in this form should be initialled.
• 1. 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.

All Named Holders

Form of Instruction

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

I/We hereby instruct the Custodian "Computershare Company Nominees Limited" to vote on my/our behalf at the Extraordinary General Meeting of Phoenix Group Holdings to be held at 1st Floor, 32 Commercial Street, St Helier, Jersey JE2 3RU on Monday 19 February 2013 at 1.00pm (GMT) and at any adjournment of the meeting.

Resolutions		For	Against	Vote Withheld
1	Ordinary Resolution: see the Notice of Extraordinary General Meeting in the Circular
2	Special Resolution: see the Notice of Extraordinary General Meeting in the Circular

Signature Date

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).

E1332 06 PLG

Merrill Corporation Ltd. 12-27923-7