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Prudential plc Capital/Financing Update 2018

Aug 16, 2018

50562_rns_2018-08-16_ad9752f2-edca-48d8-8263-a2d9df7bfaf1.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 howsoever 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

NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY JURISDICTION.

OUTCOME OF INVITATIONS BY PRUDENTIAL PLC IN RESPECT OF CERTAIN SENIOR BONDS

On 25 July, 2018, Prudential plc (the “ Company ”) extended invitations to the holders (the “ Holders ”) of its £300,000,000 6 ⅞ per cent. Bonds due 2023 with ISIN XS0083544212 (the “ 2023 Bonds ”) and its £250,000,000 5 ⅞ per cent. Bonds due 2029 with ISIN XS0096874671 (the “ 2029 Bonds ” and, together with the 2023 Bonds, the “ Bonds ” and each a “ Series ”) to consider and, if thought fit, vote in respect of certain modifications to the terms and conditions of the Bonds (the “ Proposal ”). The full terms and conditions of the Proposal were contained in the consent solicitation memorandum prepared by the Company dated 25 July, 2018 (the “ Memorandum ”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.

Separate meetings of the holders of each Series (each a “ Meeting ”) were held on 16 August, 2018 in connection with the Proposal and the Company accordingly hereby announces:

  • (A) the results of each Meeting;

  • (B) the outcome of the Proposal; and

  • (C) the final Payment Date.

Results of each Meeting

The Extraordinary Resolution in respect of the 2023 Bonds was duly passed at the relevant Meeting.

The Extraordinary Resolution in respect of the 2029 Bonds was duly passed at the relevant Meeting.

The Extraordinary Resolution in respect of each Series was solely conditional upon the passing of the Extraordinary Resolution in respect of the other Series. As a result of the above, the Extraordinary Resolution in respect of each Series has become unconditional.

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Outcome of the Proposal

The Company is pleased to announce that the Proposal was successful and that it has agreed with the Trustee to implement the Amendment on 17 August, 2018. Accordingly, the amendments to the terms and conditions applicable to the 2023 Bonds and to the terms and conditions applicable to the 2029 Bonds will become effective as of that date.

Final Payment Date

The final Payment Date will be 23 August, 2018. Due Amounts will be paid on the Payment Date in accordance with the terms of the Memorandum.

SOLICITATION AGENTS

Barclays Bank PLC Goldman Sachs International NatWest Markets Plc 5 The North Colonnade Peterborough Court 250 Bishopsgate Canary Wharf 133 Fleet Street London EC2M 4AA London E14 4BB London EC4A 2BB Telephone: Telephone: Telephone: +44 20 3134 8515 +44 20 7774 9862 +44 20 7678 5282 Attention: Attention: Attention: Liability Management Group Liability Management Group Liability Management Email: Email: Email: [email protected] [email protected] liabilitymanagement @natwestmarkets.com

TABULATION AGENT PRINCIPAL PAYING AGENT Lucid Issuer Services Limited Citibank, N.A., London Branch Tankerton Works Citigroup Centre 12 Argyle Walk Canada Square London WC1H 8HA Canary Wharf London E14 5LB Telephone: +44 20 7704 0880 Attention: David Shilson / Alexander Yangaev

Email:

[email protected]

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:

Treasury Media: Elisabeth Wenusch +44 (0)20 7548 3538 Tom Willetts +44 (0)20 7548 2776 Investors/ Analysts: Chantal Waight +44 (0)20 7548 3039 Annabel Nelson +44 (0)20 7548 3738

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DISCLAIMER

Nothing in this announcement or the Memorandum constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction. The distribution of this announcement and of the Memorandum and the making of the Proposal by the Company in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Memorandum come are required by the Company, the Solicitation Agents and the Tabulation Agent to inform themselves about and to observe any such restrictions.

16 August 2018, 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) , Mark Thomas FitzPatrick CA, Stuart James Turner FCA, John William Foley, Nicolaos Andreas Nicandrou ACA and Barry Lee Stowe

Independent Non-executive Directors

Sir Howard John Davies, David John Alexander Law ACA, Kaikhushru Shiavax Nargolwala FCA, Anthony John Liddell Nightingale CMG SBS JP, The Hon. Philip John Remnant CBE FCA, Alice Davey Schroeder, Jonathan Adair Lord Turner FRS and Thomas Ros Watjen

* For identification purposes

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