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Prudential plc Proxy Solicitation & Information Statement 2025

Apr 9, 2025

50562_rns_2025-04-09_526ff539-5072-4117-acc8-f42be1b49814.pdf

Proxy Solicitation & Information Statement

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PRUDENTIAL

Computershare

All Correspondence to:
Computershare Hong Kong Investor Services Limited
17M Floor
Hopewell Centre
183 Queen's Road East
Wan Chai, Hong Kong
Shareholder Helpline: 2862 8555
To access the AGM virtually, you will require your credentials noted below.
Please keep a note of these prior to returning the Form of Proxy:

SRN:
Personal Identification Number:
Control Number: 920734

Form of Proxy - Annual General Meeting ("AGM") to be held on 14 May 2025 at 4.30pm (Hong Kong time)

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Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and Personal Identification Number (PIN) shown above and agree to certain terms and conditions. You can do this until 12 May 2025 by 4.30pm HK time.

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View the Annual Report and Notice of Meeting online:
www.prudentialplc.com/en/investors/shareholder-information/agm/2025

Register at www.computershare.com/hk/investors - manage your shareholding online, the easy way!
To be effective, all proxy appointments must be received by Prudential plc's registrar online or at:
Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 12 May 2025 at 4.30pm (Hong Kong time).

Explanatory Notes:

  1. We are hosting our AGM as a hybrid meeting, with physical attendance held at AIRSIDE, Level 11, 2 Concorde Road, Kai Tak, Kowloon, Hong Kong and electronic attendance via Lumi.
    We will update our shareholders as soon as reasonably possible regarding any change to the date, time or location of the meeting. Please monitor our website and regulatory news services for any updates or contact our branch registrar, Computershare Hong Kong Investor Services Limited on +852 2862 8555.
    For further details please see the Notice of AGM 2025.
  2. If you are an ordinary shareholder you may attend, speak and vote in person or electronically at the AGM or appoint one or more proxy(ies) to exercise all or any of your rights to attend and to speak and vote on your behalf at Prudential plc's (the "Company") AGM in person or electronically. You may appoint a proxy by completing the Form of Proxy overleaf or by voting online in advance at www.investorcentre.co.uk/eproxy. If you wish to appoint a proxy other than the Chair of the AGM, you should enter the name of the proxy into the appropriate space on the Form of Proxy overleaf. If you sign and return the Form of Proxy with no name inserted in the box, the Chair of the AGM will be deemed to be your proxy. The Board strongly encourages shareholders to vote on all resolutions by completing their Form of Proxy to appoint the Chair of the AGM to cast their votes as directed (even if you plan to attend the AGM). This is to ensure that your vote is counted if you are unable to attend and cast your vote on the day of the AGM. If the proxy is appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.
  3. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact our branch registrar, Computershare Hong Kong Investor Services Limited on +852 2862 8555 to request further Forms of Proxy. Alternatively, you may photocopy the reverse of this Form of Proxy. Please indicate in the box next to the proxy's name the number of shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the box at the top of the Form of Proxy if the proxy instruction is one of multiple instructions being given. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. All forms must be signed and should be returned together in the same envelope.
  4. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by Computershare Hong Kong Investor Services Limited prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which Computershare Hong Kong Investor Services Limited is able to retrieve the message.
  5. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chair of the AGM, you are responsible for ensuring that they attend the AGM and are aware of your voting intentions. A proxy may participate in the AGM on the day in person or electronically via the Lumi web-portal. Further details can be found within the Notice of AGM. Appointing a proxy does not preclude a member from attending and voting at the AGM should they wish to do so.
  6. The voting options for a member in the event of a poll are 'For' or 'Against'. Alternatively you may wish to withhold your vote. However it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you do not indicate a choice, your proxy may exercise his or her discretion as to whether and, if so, how he or she votes on any resolution and on any amended resolution or other procedural issue that may arise at the AGM.
  7. In the case of joint holders, only the votes of the most senior holder will be accepted. The senior holder is the holder with the name that appears first on the register of members.
  8. To appoint a proxy using the Form of Proxy overleaf, the form must be:
  9. completed and signed;
  10. sent to Computershare Hong Kong Investor Services Limited using the envelope provided; and
  11. received by Computershare Hong Kong Investor Services Limited by 4.30pm (Hong Kong time) on 12 May 2025.
  12. You can also cast your Proxy online at www.investorcentre.co.uk/eproxy. The deadline for receipt of electronic proxy instructions is also 4.30pm (Hong Kong time) on 12 May 2025.
  13. You may not use any electronic address provided in this form to communicate with the Company for any purposes other than those expressly stated.

Corporations are requested to complete this form either by sealing it or by signing under the hand of its attorney or duly authorised officer.

Any power of attorney or any other authority under which this form of proxy is signed (or a copy of such power or authority certified notarially) must be included with the proxy form.

The Company may process the personal data collected on this form in accordance with its privacy policy, which can be found at https://www.prudentialplc.com/~media/files/P/Prudential-V13/content-pdf/prudential-plc-privacy-policy-privacy-cookies-page-april-2023.pdf. The Company's privacy policy applicable to the main share register can be found at https://www.prudentialplc.com/~media/files/P/Prudential-V13/notices/privacy-notice-prudential-share-holders.pdf. Computershare's privacy policy can be found at https://www.computershare.com/hk/en/privacy-policies.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders or (ii) uniquely designated accounts. The Company and Computershare Hong Kong Investor Services Limited accept no liability for any instruction that does not comply with these conditions.

Prudential plc, 1 Angel Court, London, EC2R 7AG. Incorporated and registered in England and Wales with limited liability. Registered Office as above. Registered number 1397169.
Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated, as applicable, by the Hong Kong Insurance Authority and other regulatory authorities.


Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair of the AGM. Please leave this box blank if you wish to select the Chair of the AGM. Do not insert your own name(s).

*

I/We hereby appoint the Chair of the AGM OR the person indicated in the box above as my/our proxy to attend in person or electronically, speak and vote in respect of my/our full voting entitlement on my/our behalf at the AGM of the Company. We are hosting our AGM as a hybrid meeting, with physical attendance held at AIRSIDE, Level 11, 2 Concorde Road, Kai Tak, Kowloon, Hong Kong and electronic attendance via Lumi.

  • For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made by the same shareholder.

Please use a black pen. Mark with an X ☐ inside the box as shown in this example.

Ordinary Resolutions For Against Vote Withheld
1. To receive and consider the 2024 Accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report;
2. To approve the 2024 Directors' Remuneration Report;
3. To re-elect Shruti Vadera as a Director;
4. To re-elect Anil Wadhwani as a Director;
5. To re-elect Jeremy Anderson as a Director;
6. To re-elect Arijit Basu as a Director;
7. To re-elect Chua Sock Koong as a Director;
8. To re-elect Ming Lu as a Director;
9. To re-elect George Sartorel as a Director;
10. To re-elect Mark Saunders as a Director;
11. To re-elect Claudia Suessmuth Dyckerhoff as a Director;
12. To re-elect Jeanette Wong as a Director;
For Against Vote Withheld
--- --- ---
13. To re-elect Amy Yip as a Director;
14. To re-appoint Ernst & Young LLP as the Company's auditor;
15. To authorise the Audit Committee to determine the amount of the auditor's remuneration;
16. To renew the authority to make political donations;
17. To renew the authority to allot ordinary shares;
18. To renew the extension of authority to allot ordinary shares to include repurchased shares;
Special Resolutions
19. To renew the authority for disapplication of pre-emption rights;
20. To renew the authority for disapplication of pre-emption rights for purposes of acquisitions or specified capital investments;
21. To renew the authority for purchase of own shares;
22. To renew the authority in respect of notice for general meetings.

The above summary of the resolutions should be read in accordance with the full resolutions and explanatory notes included in the Notice of AGM 2025.

I/We direct that my/our proxy casts my/our vote(s) on the specified resolutions as indicated by a "X" in the appropriate boxes. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD/MM/YY

In the case of joint shareholders, only one shareholder need sign. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).