Prudential plc — Regulatory Filings 2021

Nov 3, 2021

FF301

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 October 2021

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited Name of Issuer: Prudential plc Date Submitted: 03 November 2021

I. Movements in Authorised / Registered Share Capital

Not applicable

Remarks:

Prudential plc (the "Company") does not have an authorised share capital.

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	02378		Description	Ordinary shares of GBP 0.05 each
Balance at close of preceding month		2,615,613,899
Increase / decrease (-)		130,796,713
Balance at close of the month		2,746,410,612

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				02378
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	2013/2023 Prudential Savings-Related Share Option Scheme (the "Scheme")	139,591	Granted		0		134,498		1,363	1,153		134,498
			Exercised		-1,363
			Cancelled		-2,060
			Lapsed		-1,670
General Meeting approval date (if applicable)		16 May 2013
2).	2012/2022 Prudential International Savings- Related Share Option Scheme for Non- Employees ("ISSOSNE")	1,617,261	Granted		0		1,671,646		0	2,044		1,671,646
			Exercised		-713
			Cancelled		0
			Lapsed		-744
			Others		55,842
General Meeting approval date (if applicable)		17 May 2012
3).	2011 Prudential Agency Long Term Incentive Plan ("Agency LTIP")	5,213,459	Granted		5,058		5,213,928		0	4,052		5,213,928
			Exercised		0
			Cancelled		-1,849
			Lapsed		-2,740

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General Meeting approval date (if applicable)
4).	2013 Prudential Long Term Incentive Plan ("PLTIP")	5,130,961	Granted	0	5,037,347	15,000	39,080	5,037,347
			Exercised	0
			Cancelled	-93,614
			Lapsed
General Meeting approval date (if applicable)		16 May 2013
		Total A (Ordinary shares): Total funds raised during the month from exercise of options: GBP				16,363 24,215.01

Remarks:

The total number of securities which may be issued upon the exercise of all share options to be granted under each of the Scheme, the ISSOSNE, the PLTIP and the Agency LTIP, when added to the number of shares or share options issued under any other share option, profit sharing or employee incentive scheme of the Company is limited to 10% of the total number of shares in issue from time to time, i.e. 274,641,061 as at 31 October 2021, and in compliance with various conditional waivers granted by The Stock Exchange of Hong Kong Limited from strict compliance with note 1 to Rule 17.03(3) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

As announced by the Company on 15 October 2021, as a result of the completion of the demerger of Jackson Financial Inc., pursuant to the terms and conditions of the ISSOSNE and in compliance with the requirements of Rule 17.03(13) of the Listing Rules, the exercise price of the outstanding share options and the total number of shares of the Company to be issued thereunder have been adjusted. Such adjustment in number of share options has been reported under "Others" row as a movement of share option under the ISSOSNE.

The Scheme - New ordinary shares are issued when options are exercised under the Scheme, thereby increasing the Company’s issued ordinary share capital.

PLTIP - In order to satisfy anticipated releases of shares to participants following the vesting of awards under the PLTIP, new ordinary shares are from time to time issued by the Company and allotted to Sanne Fiduciary Services Limited, thereby increasing the Company’s issued ordinary share capital. These shares are held by the Prudential Employee Share Trust on behalf of the participants of the PLTIP and released to them when their awards vest (as appropriate).

ISSOSNE and Agency LTIP - In order to satisfy anticipated exercises of options under the ISSOSNE, and the anticipated releases of shares to participants following the vesting of awards under the Agency LTIP, new ordinary shares are from time to time issued by the Company and allotted to Asian Agency SPV Limited, thereby increasing the Company’s issued ordinary share capital. These shares are held by the Prudential Agent Share Trust on behalf of the participants of the ISSOSNE and the Agency LTIP, and released to them when they exercise their option or when their awards vest (as appropriate).

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes) Not applicable

(E). Other Movements in Issued Share

1. Type of shares issuable (Note 5 and 6)	1. Type of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						02378
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Other (Please specify)		HKD	143.8				04 October 2021		13 May 2021		130,780,350	0
	Issue and allotment of ordinary shares pursuant to the public offer and placing
Remarks:			Total E (Ordinary shares):									130,780,350
Issue and allotment of ordinary shares pursuant to the public offer and placing on 4 October 2021 as disclosed in the Company's announcements dated 30 September 2021 and 4 October 2021.
Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)												130,796,713

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Wong Shuk Ying

Title: Deputy Group Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

2. SEHK refers to Stock Exchange of Hong Kong.

3. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “type of shares issuable” should be construed as “type of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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