Phoenix : Result of AGM

Minutes of a general meeting

Company Number: 11606773

Registered in England & Wales

PHOENIX GROUP HOLDINGS PLC

(the 'Company')

At the Annual General Meeting of the Company held at Floor 22, 100 Bishopsgate, London, EC2P 2SR on 14 May 2024, the following resolutions were duly passed by the requisite majority of the members of the Company in accordance with sections 282 and 283 of the Companies Act 2006 respectively:

Resolution 19 - To authorise the Company and its subsidiaries to make political donations and to incur political expenditure.

19. That the Company and any company that is a subsidiary of the Company at the date of this resolution or which becomes a subsidiary of the Company at any time during the period for which this resolution is effective are authorised to:

(a) make donations to political parties and independent election candidates not exceeding £100,000 in total;

(b) make donations to political organisations other than political parties not exceeding £100,000 in total; and

(c) incur political expenditure not exceeding £100,000 in total,

in each case provided that the total aggregate amount of any such donations and expenditure made by all of the companies to which this authority relates shall not exceed £100,000.

This authority shall commence on the date of the passing of this resolution and will remain in force until the close of the next AGM of the Company after the date on which this resolution is passed (or, if earlier, until the close of business on 14 August 2025). 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.

Resolution 20 - To authorise the Directors to disapply pre-emption rights.

20. (a) That 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 £33,384,929.53; and

(B) comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £66,769,859.06 (including within such limit any shares issued or rights granted under paragraph (i)(A) above) in connection with an offer:

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

(II) to 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 close of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 14 August 2025); 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; and

(b) That, 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

(c) That, 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.

Resolution 21 - To authorise the Directors to disapply pre-emption rights.

21. That, if resolution 20 is passed and in place of all existing authorities, the Directors be given the power under section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 20 in the Notice, as if section 561 of the Companies Act 2006 did not apply to any such allotment. This power:

(a) expires (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, at the close of business on 14 August 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

(b) shall be limited to:

i. the allotment of equity securities in connection with an offer of equity securities:

a. to the holders of ordinary shares in proportion (as nearly may be practicable) to their existing holdings; and

b. to 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 arising in connection with such offer; and

ii. in the case of the authority given under resolution 20 (a)(i)(A), the allotment of equity securities (otherwise than pursuant to paragraphs (b)(i) and (b)(iii)) up to an aggregate nominal amount of £10,015,478.86; and

iii. when any allotment of equity securities is or has been made pursuant to paragraph (b)(ii), (a 'paragraph (b)(ii) allotment') the allotment of additional equity securities (also pursuant to the authority given under resolution 20(a)(i)(A) up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (b)(ii) allotment, provided that any allotment pursuant to this paragraph (b)(iii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice; and

(c) applies in relation to the 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 'pursuant to the authority given by resolution 20 in the Notice' were omitted.

Resolution 22 - To authorise the Directors to disapply pre-emption rights for an acquisition or other capital investment.

22. That if resolution 20 is passed and in addition to any power given to them pursuant to resolution 21, the Directors be given the power under section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority given by resolution 20 in the Notice, as if section 561(1) of the Companies Act 2006 did not apply to the allotment. This power:

(a) expires (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, at the close of business on 14 August 2025), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

(b) in the case of the authority given under resolution 20(a)(i)(A) shall be limited to:

i. the allotment of equity securities (otherwise than pursuant to paragraph (b)(ii)) up to an aggregate nominal amount of £10,015,478.86 provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or 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; and

ii. when any allotment of equity securities is or has been made pursuant to paragraph (b)(i), (a 'paragraph (b)(i) allotment'), the allotment of equity securities up to an aggregate nominal amount equal to 20% of that paragraph (b)(i) allotment, provided that any allotment pursuant to this paragraph (b)(ii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice; and

(c) 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 'pursuant to the authority given by resolution 20 in the Notice' were omitted.

Resolution 23 - To authorise the Company to make market purchases of its own shares

23. 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 on such terms and in such manner as the Directors may from time to time determine, subject to the following conditions:

(a) the maximum number of ordinary shares authorised to be purchased is 100,154,788, representing approximately 10% of the issued share capital of the Company as at 21 March 2024 (the latest practicable date prior to publication of this Notice);

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is £0.10 (being the nominal value of each ordinary share);

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the amount equal to the higher of:

(i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(ii) the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

(d) 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, at the close of business on 14 August 2025); and

(e) the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and make purchases pursuant to it as if this authority had not expired.

Resolution 24 - To authorise a 14 day notice period for general meetings.

24. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

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