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Prudential plc Capital/Financing Update 2015

Sep 10, 2015

50562_rns_2015-09-10_ad1ea59c-a447-4369-8b9e-f671458e1218.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated and registered in England and Wales under the number 01397169)

(Stock code: 2378)

OVERSEAS REGULATORY ANNOUNCEMENT

U.S.$700,000,000 5.250% TIER 1 PERPETUAL NOTES

(ISIN: XS0873630742)

(the “ Notes ” and the holders thereof, the “ Noteholders ”)

Following consultation with the Prudential Regulation Authority (the “ PRA ”), Prudential plc (the “ Issuer ”) expects that the Notes will not, on the Solvency II Implementation Date, by reason of the application of the Solvency II Directive and the Solvency II Regulations, be capable of counting as Tier 2 Own Funds. A Solvency II Regulatory Event has therefore occurred in respect of the Notes. However, at the Issuer’s request, the PRA has indicated that redemption of the Notes will not be required in accordance with Condition 7.5C of the Terms and Conditions of the Notes (the “ Conditions ”).

For the purposes of the Conditions, the PRA has further indicated that a Regulatory Event may occur notwithstanding the occurrence of a Solvency II Regulatory Event in relation to the Notes. Accordingly, as a result of the circumstances giving rise to a Solvency II Regulatory Event, a Regulatory Event has occurred in relation to the Notes.

Under Condition 7.5B, the Issuer may elect to vary the Conditions following the occurrence of a Regulatory Event such that the Notes are treated as an issue of Qualifying Tier 1 Capital such that they comply with the requirements applicable to Tier 2 Own Funds on and from the Solvency II Implementation Date. The Issuer therefore intends to vary the Conditions in accordance with the procedure set out in Conditions 7.5B, 7.6 and 17 such that the Notes qualify as Tier 2 Own Funds. A further announcement will be made to Noteholders containing the full details of the variations in due course.

Capitalised terms and expressions used herein but not otherwise defined shall have the same meanings given to them in the Conditions.

Prudential plc is not affiliated in any manner with Prudential Financial, Inc. a company whose principal place of business is in the United States of America.

Enquiries to:

Media: Investors/Analysts: Jonathan Oliver +44 (0)20 7548 3719 Raghu Hariharan +44 (0)20 7548 2871 Tom Willetts +44 (0)20 7548 2776 Richard Gradidge +44 (0)20 7548 3860

DISCLAIMER

This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities in any jurisdiction, nor

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shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefore or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities.

The securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or under any relevant securities laws of any state of the United States of America and may not be offered, sold or delivered in the United States of America or to, or for the account of or benefit of, U.S. Persons, subject to certain limited exemptions.

9 September 2015, London

As at the date of this announcement, the Board of Directors of Prudential plc comprises:

Chairman

Paul Victor Falzon Sant Manduca

Executive Directors

Michael Andrew Wells (Group Chief Executive) , Nicolaos Andreas Nicandrou ACA, Penelope Jane James ACA, Jacqueline Hunt, Michael George Alexander McLintock, Barry Lee Stowe and Tony Paul Wilkey

Independent Non-executive Directors

Sir Howard John Davies, Ann Frances Godbehere FCPA FCGA, Alexander Dewar Kerr Johnston CMG FCA, Kaikhushru Shiavax Nargolwala FCA, Anthony John Liddell Nightingale CMG SBS JP, The Hon. Philip John Remnant CBE ACA and Alice Davey Schroeder

* For identification purposes

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