Phoenix : Notice of 2023 Annual General Meeting

Notice of Annual

General Meeting

Thursday 4 May 2023 at 10am

Phoenix Group Holdings plc

20 Old Bailey, London EC4M 7AN Registered Number 11606773

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. 

Chair's letter

Notice of Annual General Meeting

Dear Shareholder,

The Annual General Meeting (the 'AGM') of Phoenix Group Holdings plc ('Phoenix', the 'Company' or the 'Group') will be held at 10am at Floor 9, 20 Old Bailey, London EC4M 7AN on 4 May 2023. The formal notice of the AGM is on pages 3 to 5 of this document.

The Directors of Phoenix are delighted to be able to welcome our shareholders to attend the AGM in person again this year.

We are committed to an open and constructive dialogue with shareholders and regard the AGM as an important forum for direct engagement and for the Board to listen to shareholders. We encourage you to take advantage of the opportunity to ask questions of the Directors.

The AGM provides an opportunity for the Board to engage directly with shareholders and we look forward to welcoming shareholders who are able to attend the meeting in person. We do encourage shareholders to submit any questions

to the Company in advance of the AGM by email to: Investor. [e-mail]. Please note that questions must be received no later than 10am on 2 May 2023. The Company reserves the right to respond only to questions put by shareholders whose names are on the Company register of members at 6pm on 2 May 2023. If you are unable to attend the AGM but would like to ask a question in relation to the business of the meeting, please also send your question by email to: [e-mail] and we will endeavour to provide a response as soon as possible. Our responses to questions from shareholders will also be included on our website at https://www.thephoenixgroup.com/investor- relations/shareholder-information/agm-and-egm as soon as practicable following the AGM.

We will notify shareholders of any new arrangements by publishing an announcement via a Regulatory Information Service as early as possible before the date of the AGM. Any updates

to the arrangements will also be included on our website at https://www.thephoenixgroup.com/investor-relations/shareholder-information/agm-and-egm and shareholders are encouraged to monitor this page for any changes prior to the AGM.

Board of Directors

During Nicholas Lyons' sabbatical as Lord Mayor of the City of London, I have been fulfilling the role of Chair with effect from 1 September 2022 until Nicholas returns in November 2023. Karen Green was appointed to my previous role as Senior Independent Director with effect from 1 September 2022. In accordance with the UK Corporate Governance Code 2018 (the 'Code') I stepped down as Chair of the Audit Committee with effect from 1 September 2022 and was replaced by Katie Murray. Katie has strong recent and relevant financial experience as Group Chief Financial Officer of NatWest plc and Katie's biography can be found on page 11 of this document.

Maggie Semple, OBE joined the Board as Independent Non- Executive Director on 1 June 2022, adding a breadth of knowledge to the Group through her experience in executive and non-executive roles including education, government, non-profit and commercial organisations. Maggie became the Group's designated Non-Executive Director for Workforce Engagement on 1 July 2022, following Karen Green's appointment as Senior Independent Director. Maggie undertook her first meeting with the Phoenix Colleague Representation Forum on 29 September 2022 and this is discussed on pages 108 to 109 of the annual report and accounts of Phoenix Group for the year ended 31 December 2022 (the 'Annual report and accounts').

I am also pleased to announce that Mark Gregory will join the Board as a Non-Executive Director, on 1 April 2023. Mark possesses a wealth of experience in insurance, financial services and retail sectors, having worked as Group CFO at Legal & General Group plc, and through non-executive roles at a number of institutions such as Direct Line Insurance Group plc. Following Mark's appointment to the Board, the percentage of female directors will stand at 46%.

Mike Tumilty resigned from the Board as a Non-Executive Director with effect from 30 June 2022 and was replaced by Stephanie Bruce on 1 July 2022, who was nominated for appointment by abrdn plc in accordance with the terms of their relationship agreement with Phoenix. Stephanie Bruce is the Chief Financial Officer of abrdn plc and is a highly experienced financial services practitioner with significant sector knowledge, both technical and commercial.

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Wendy Mayall resigned from the Board with effect from

31 December 2022, having served the Board with considerable diligence and expertise for more than six years and supported the Board in navigating a number of key strategic initiatives including the acquisitions of Abbey Life, Standard Life and ReAssure. I would like to thank both Wendy and Mike for their commitment and contribution to the Company during their respective tenures and their hard work and diligence during the Covid-19 pandemic.

In accordance with the Code, all of our Directors are being proposed for election or re-election to the Board at the AGM. Please refer to pages 9 to 11 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.

Re-appointment of Auditor

Phoenix announced in December 2021, following a thorough tender process, its intention to appoint KPMG LLP as its auditor for the financial year ending 31 December 2024, subject to shareholder approval at the Company's annual general meeting in 2024. Ernst & Young LLP will continue in its role as Phoenix's external auditor for financial periods up to 31 December 2023, subject to re-appointment by the Company's shareholders at the AGM.

Additional Business of the AGM

Directors' Remuneration Policy

This year shareholders are being asked to vote on the Directors' remuneration policy (resolution 3), the current policy having come to the end of its three-year term, in addition to the Directors' remuneration report (resolution 2). We consulted with our major shareholders and our three major proxy advisers: the Investment Association, ISS and Glass Lewis. Following that consultation, we aimed to address not only their concerns, but also any disclosure issues on pages 111 to 117 of the Directors' remuneration report set out in the Annual report and accounts.

Pre-Emption Rights

The Pre-Emption Group released an updated Statement of Principles in November 2022, which supports an enhanced annual disapplication of pre-emption rights. We have followed the updated guidance as we believe it is in the best interests of the Company and shareholders to achieve our strategy.

Explanatory notes on all of the business to be considered at the AGM can be found on pages 6 to 8 of this document.

Action required and voting arrangements

We would like to encourage all of our shareholders to take an active part in voting. We recommend that each shareholder appoints the Chair of the AGM as their proxy. This does not preclude you from attending in person, but will ensure that your vote will be counted even if you are unable to attend the AGM.

Your voting instructions can be submitted electronically by logging onto the Investor Centre website at www.investorcentre. co.uk/eproxy or by completing and returning a paper proxy form.

Completed proxy forms and voting instructions must be submitted to the Company's Registrar, Computershare Investor Services PLC ('Computershare' or the 'Registrar'), as soon as possible, but in any event to arrive by no later than 10am on 2 May 2023.

Information about how you can vote electronically is given in paragraph 4 on page 12 of this document. Returning a completed proxy form or submitting voting instructions electronically will not prevent a shareholder attending the AGM and voting in person if the shareholder wishes to do so.

Questions can also be submitted in advance of the AGM by emailing [e-mail] in line with the instructions above.

Recommendations

The Board considers that all of the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of each resolution with their beneficial shareholdings and the Board unanimously recommends that you do so as well.

Finally, I wish to thank both the Directors and all of our colleagues across Phoenix Group for the contribution they have made in driving our business forward throughout 2022 and 2023 to date.

Yours faithfully

Alastair Barbour

Chair

10 March 2023

Phoenix Group Holdings plc Notice of Annual General Meeting 2023

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Notice of Annual

General Meeting

This year's AGM will be held at 20 Old Bailey, London EC4M 7AN on 4 May 2023 at 10am. You will be asked to consider and pass the resolutions below. Resolutions 22 to 25 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary Resolutions

1. To receive and consider the Annual report and accounts for the financial year ended 31 December 2022.
2. To receive and approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy referred to in resolution 3 below) contained within the Annual report and accounts on an advisory basis.
3. To receive and approve the Directors' remuneration policy set out on pages 118 to 126 of the Directors' remuneration report contained within the Annual report and accounts, such Directors' remuneration policy being binding in nature and to take effect from the date of its adoption.
4. 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 2022 of 26.0 pence per ordinary share, recommended by the Directors and payable on 10 May 2023 to shareholders named on the Company's register of members as at 6pm on 31 March 2023.
5. To re-elect Alastair Barbour as a Director of the Company.
6. To re-elect Andy Briggs as a Director of the Company.
7. To elect Stephanie Bruce as a Director of the Company.
8. To re-elect Karen Green as a Director of the Company.
9. To elect Mark Gregory as a Director of the Company.
10. To re-elect Hiroyuki Iioka as a Director of the Company.
11. To re-elect Katie Murray as a Director of the Company.
12. To re-elect John Pollock as a Director of the Company.
13. To re-elect Belinda Richards as a Director of the Company.
14. To elect Maggie Semple as a Director of the Company.
15. To re-elect Nicholas Shott as a Director of the Company.
16. To re-elect Kory Sorenson as a Director of the Company.
17. To re-elect Rakesh Thakrar as a Director of the Company.
18. To re-appoint Ernst & Young LLP as the Company's Auditor until the conclusion of the next general meeting of the Company at which accounts are laid.
19. To authorise the Directors to agree the Auditor's remuneration.

20. That the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be generally authorised to:

1. make donations to political parties and independent election candidates not exceeding £100,000 in total;
2. make donations to political organisations other than political parties not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total, provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £100,000.

This authority shall expire at the close of the next annual general meeting of the Company after the date on which this resolution is passed or, if earlier, 18 months from the date of this resolution. Words and expressions used in this resolution that are defined for the purpose of Part 14 of the Companies Act 2006 shall have the same meaning for the purpose of this resolution.

21. That:

1. the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:
2. 1. allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:
   2. 1. up to an aggregate nominal amount of £33,348,573; and
      2. comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £66,697,147 (including within such limit any shares issued or rights granted under paragraph (i)(A) above) in connection with an offer:
      3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

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1. 1. 1. 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 a 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
   2. 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;
2. 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
3. paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Special Resolutions

22. That, if resolution 21 is passed and in place of all existing authorities, the Directors be generally empowered under section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities :
2. 1. to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to people who hold 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 arising in connection with such offer; and

1. in the case of the authorities given under resolution 21 (a)
   (i) (A) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £10,004,572,

such authority to expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 4 August 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after this authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

This authority applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words "under the authority given by that resolution" were omitted.

1. That if resolution 21 is passed, the Directors be generally empowered under section 570 and section 573 of the Companies Act 2006 in addition to any authority granted under resolution 22 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution as if section 561 of the Companies Act 2006 did not apply to any such allotment, such authority in the case of the authorities given under resolution 21 (a) (i) (A) to be limited to the allotment of equity securities up to an aggregate nominal amount of £10,004,572 provided that the allotment is for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 4 August 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.
   This authority applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words "under the authority given by that resolution" were omitted.
2. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of £0.10 each in the capital of the Company, subject to the following conditions:
3. 1. the maximum number of ordinary shares authorised to be purchased is 100,045,720;
   2. the minimum price (exclusive of expenses) which may be

Phoenix Group Holdings plc Notice of Annual General Meeting 2023

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