Phoenix : AGM Notice of Meeting - 2021

NOTICE OF ANNUAL GENERAL MEETING

Friday 14 May 2021 at 10.00am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

As a result of the COVID-19 pandemic, shareholders will not currently be permitted to attend the AGM in person. This may change depending on applicable guidance and legislation at the time of the AGM, but shareholders are strongly encouraged to submit their proxy voting instructions in advance of the AGM to ensure that their vote is counted.

PHOENIX GROUP HOLDINGS PLC

Juxon House, 100 St. Paul's Churchyard, London. EC4M 8BU

(incorporated and registered in England and Wales under number 11606773)

NOTICE OF ANNUAL GENERAL MEETING

Dear Shareholder,

I am pleased to be writing to you with details of our annual general meeting ('AGM') which will be broadcast and held at 10.00am from our offices at Juxon House, 100 St. Paul's Churchyard, London, EC4M 8BU on 14 May 2021. The formal notice of the AGM is on pages 3 to 5.

well-being of our shareholders, Directors, employees and key stakeholders. We will notify shareholders of any such change by publishing an announcement via a Regulatory Information Service as early as possible before the date of the AGM. Any updates to the position will also be included on our website atwww.thephoenixgroup.com/ investor-relations/agm-and-egm/2021 and shareholders are encouraged to monitor this page for any changes prior to the AGM.

The AGM provides an opportunity to engage directly with shareholders and our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, due to the likely restrictions on gatherings under the Government's recently announced roadmap, we are proposing to hold the AGM at our offices at Juxon House with the minimum attendance required to form a physical quorum. Shareholders will not be permitted to attend the Annual General Meeting in person but can be represented by the Chair of the meeting acting as their proxy. Shareholders are invited to watch the AGM remotely via a live webcast, which will be accessible by logging ontohttp://web.lumiagm.com. Shareholders will also be able to ask questions at the AGM via an electronic Q&A chat facility provided on the Lumi platform, but will not be able to speak, vote or otherwise participate in the AGM through this platform and will not be counted as in attendance at the AGM. Further information on how to watch the meeting electronically can be found in Appendix 2 on page 17. We do welcome and encourage shareholders to submit any questions to the Company in advance of the AGM in line with the instructions below.

Given the constantly evolving nature of the situation, should circumstances change before the time of the AGM, we want to ensure that we are able to adapt arrangements and welcome shareholders to the AGM, within safety constraints and in accordance with government guidelines. Should we consider that it has become possible to do so, we will endeavour to accommodate physical shareholder attendance at our offices at Juxon House in line with government guidance and as necessary to ensure the health and

As we move forward in 2021 with optimism, I will briefly reflect on 2020 as the first resolution being put to the AGM is the receipt of the Annual Report and Accounts for 2020.

2020 was a landmark year for Phoenix, completing the ReAssure acquisition, continuing to perform strongly across all our financial metrics, maintaining strong customer service and increasing our colleagues' engagement. Our market cap increased from £5.4bn at the start of 2020 to £7.0bn at the end of the year. Our share price outperformed the FTSE 100 and our peer index. All this was achieved against the enormously challenging COVID-19 backdrop.

In accordance with the UK Corporate Governance Code, all our directors are being proposed for election or re-election to the Board at the AGM. Please refer to Appendix 1 on pages 13 to 15 of this document for information regarding why the contribution of each of our directors being put forward for election or re-election at the AGM is, and continues to be, important to the long-term sustainable success of Phoenix.

The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of them and unanimously recommends that you do so as well.

RECOMMENDATION

The return of a completed proxy form or voting instructions submitted electronically will not prevent a member attending the AGM and voting in person if the member wishes to do so, should this be permitted under applicable COVID-19 restrictions and it becomes possible for shareholders to attend the meeting.

EXPLANATORY NOTES

Explanatory notes on all the business to be considered at this year's AGM appear on pages 9 to 12 of this document.

ACTION TO BE TAKEN AND VOTING BEFORE THE MEETING

Given the proposed arrangements and uncertainty around whether future developments will enable shareholders to attend the AGM, we recommend that all shareholders appoint the Chair of the meeting as proxy. This will ensure that your vote will be counted even if attendance at the meeting is not permitted or if it becomes possible for shareholders to attend the meeting but you are unable to attend in person.

Your voting instructions can be submitted electronically by logging onto Computershare's investor centre website atwww.investorcentre.co.uk/eproxyor by completing and returning a paper proxy form.

The paper proxy form sent to you with this notice must be returned to our registrars as soon as possible but, in any event, by no later than 10.00 am on 12 May 2021. Alternatively, you may appoint a proxy electronically no later than 10.00am on 12 May 2021. Information about how you may vote electronically is given in paragraph 2 on page 6 of this document.

Questions can also be submitted in advance of the meeting by [e-mail] be received no later than 10.00 am on 12 May 2021 and will be answered at the AGM.

WATCHING THE MEETING ON THE DAY

You will be able to watch the AGM via live webcast and submit questions on the day of the AGM via https://web. lumiagm.com once the platform has opened half an hour before the meeting as well as during the meeting.

You will not be able to vote through the Lumi platform and all shareholders are advised and encouraged to vote in advance of the AGM. Please refer to pages 16 and 17 for the proceedings of the AGM, instructions on how to watch the meeting and ask questions on the day.

Finally I wish to thank both the directors and all our colleagues across the Phoenix Group for the contribution they have made in driving our business forward throughout 2020 and 2021 to date.

Yours faithfully

Nicholas Lyons Chairman

29 March 2021

NOTICE OF ANNUAL GENERAL MEETING

This year's annual general meeting will be held at and broadcast from Juxon House, 100 St Paul's Churchyard, London, EC4M 8BU on 14 May 2021 at 10.00 am. You will be asked to consider and pass the resolutions below. Resolutions 21 to 24 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

• 1. To receive the Company's annual accounts, the strategic report, the directors' report and the auditors' report for the year ended 31 December 2020.

• 2. To receive and approve the directors' remuneration report contained within the annual report and accounts for the year ended 31 December 2020 on an advisory basis.

• 3. To declare and approve (subject to cancellation or deferral pursuant to article 171 of the Company's articles of association) a final dividend for the year ended 31 December 2020 of 24.1 pence per ordinary share recommended by the directors payable on 18 May 2021 to shareholders named on the Company's register of members as at 6.00 pm on 6 April 2021.

• 4. To re-elect Alastair Barbour as a director of the Company.

• 5. To re-elect Andy Briggs as a director of the Company.

• 6. To re-elect Karen Green as a director of the Company.

• 7. To elect Hiroyuki Iioka as a director of the Company.

• 8. To re-elect Nicholas Lyons as a director of the Company.

• 9. To re-elect Wendy Mayall as a director of the Company.

• 10. To elect Christopher Minter as a director of the Company.

• 11. To re-elect John Pollock as a director of the Company.

• 12. To re-elect Belinda Richards as a director of the Company.

• 13. To re-elect Nicholas Shott as a director of the Company.

• 14. To re-elect Kory Sorenson as a director of the Company.

• 15. To re-elect Rakesh Thakrar as a director of the Company.

• 16. To re-elect Mike Tumilty as a director of the Company.

• 17. To re-appoint Ernst & Young LLP as the Company's auditors until the conclusion of the next general meeting of the company at which accounts are laid.

• 18. To authorise the directors to agree the auditors' remuneration.

19. That:

• (a) the directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:

  • (i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

    • (A) up to an aggregate nominal amount of £33,307,914.13; and

    • (B) comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £66,615,828.26 (including within such limit any shares issued or rights granted under paragraph (i)(A) above)

      in connection with an offer by way of a rights issue:

    • (I) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

    • (II) to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

    and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, fifteen months from the date of this resolution); and

  • (ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

• (b) subject to paragraph (c), all existing authorities given to the directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and