Prudential plc — Share Issue/Capital Change 2025

Jun 5, 2025

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HKEX

香港交易所

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 May 2025

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Prudential plc

Date Submitted: 05 June 2025

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 and/or Treasury Shares

1. Class of shares	Ordinary shares		Type of shares	Not applicable		Listed on the Exchange (Note 1)		Yes
Stock code (if listed)	02378		Description	Ordinary shares of GBP 0.05 each
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		2,607,437,215			0		2,607,437,215
Increase / decrease (-)		-8,537,973			0
Balance at close of the month		2,598,899,242			0		2,598,899,242

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III. Details of Movements in Issued Shares and/or Treasury Shares

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

1. Class of shares		Ordinary shares		Type of shares		Not applicable			Listed on the Exchange (Note 1)			Yes
Stock code (if listed)		02378		Description		Ordinary shares of GBP 0.05 each
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		Number of new shares issued during the month pursuant thereto (A1)	Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)	Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month	The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1).	Prudential Sharesave Plan 2023 (the "Sharesave 2023")	87,205						87,205	0	0	5,156	87,205
General Meeting approval date (if applicable) 25 May 2023
2).	Prudential International Savings-Related Share Option Scheme for Non-Employees (the "ISSOSNE")	1,472,896	Cancelled		-65,511			1,407,385	0	0	63,116	1,407,385
General Meeting approval date (if applicable) 25 May 2023
3).	Prudential Agency Long Term Incentive Plan (the "Agency LTIP")	107,050	Others		-40,601			66,449	0	0	0	66,449
			Vested
General Meeting approval date (if applicable) 25 May 2023
4).	Prudential Long Term Incentive Plan 2023 (the "PLTIP 2023")	1,930,545	Others		-159,777			1,770,768	0	0	0	1,770,768
			Vested
General Meeting approval date (if applicable) 25 May 2023

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1)

Decrease in treasury shares: 0 Ordinary shares (AA2)

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Total funds raised during the month from exercise of options: GBP

0

Remarks:

The total number of shares that may be issued to satisfy options or awards granted in any ten-year rolling period under the Sharesave 2023, the ISSOSNE, the Agency LTIP, the PLTIP 2023 and any other share schemes of the Company may not exceed 10% of the total number of shares in issue from time to time (i.e. 259,889,924 as at 31 May 2025) pursuant to the waiver from strict compliance with the requirement of Rule 17.03(B)(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") granted to the Company.

Sharesave 2023 - New ordinary shares are issued when options are exercised under the Sharesave 2023, thereby increasing the Company's issued ordinary share capital.

PLTIP 2023 - In order to satisfy anticipated releases of shares to participants following the vesting of awards under the PLTIP 2023, new ordinary shares are from time to time issued by the Company and allotted to Apex Group 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 2023 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).

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(B). Warrants to Issue Shares of the Issuer
Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
Not applicable
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
Not applicable
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(E). Other Movements in Issued Shares and/or Treasury Shares

1. Class of shares		Ordinary shares		Type of shares		Not applicable		Listed on the Exchange (Note 1)		Yes
Stock code (if listed)		02378		Description		Ordinary shares of GBP 0.05 each
Events	At price (if applicable)		Date of event (Note 2)	General Meeting approval date (if applicable)	Increase/ decrease (-) in issued shares (excluding treasury shares) during the month pursuant thereto (E1)	Increase/ decrease (-) in treasury shares during the month pursuant thereto (E2)	Number of shares redeemed or repurchased for cancellation but not yet cancelled as at close of the month (Note 3)
									Currency	Amount
1).	Repurchase of shares (shares repurchased and cancelled)					01 May 2025	23 May 2024	-260,000
2).	Repurchase of shares (shares repurchased and cancelled)					02 May 2025	23 May 2024	-800,000
3).	Repurchase of shares (shares repurchased and cancelled)					06 May 2025	23 May 2024	-260,000
4).	Repurchase of shares (shares repurchased and cancelled)					07 May 2025	23 May 2024	-260,000
5).	Repurchase of shares (shares repurchased and cancelled)					08 May 2025	23 May 2024	-260,000
6).	Repurchase of shares (shares repurchased and cancelled)					09 May 2025	23 May 2024	-260,000
7).	Repurchase of shares (shares repurchased and cancelled)					12 May 2025	23 May 2024	-260,000
8).	Repurchase of shares (shares repurchased and cancelled)					13 May 2025	23 May 2024	-260,000
9).	Repurchase of shares (shares repurchased and cancelled)					14 May 2025	23 May 2024	-260,000
10).	Scrip dividend - new shares involved			USD	10.763624	14 May 2025	23 May 2024	22,134
11).	Repurchase of shares (shares repurchased and cancelled)					15 May 2025	23 May 2024	-260,000
12).	Repurchase of shares (shares repurchased and cancelled)					16 May 2025	23 May 2024	-60,007
13).	Repurchase of shares (shares repurchased and cancelled)					16 May 2025	14 May 2025	-199,993
14).	Repurchase of shares (shares repurchased and cancelled)					19 May 2025	14 May 2025	-260,000
15).	Repurchase of shares (shares repurchased and cancelled)					20 May 2025	14 May 2025	-254,509
16).	Repurchase of shares (shares repurchased and cancelled)					21 May 2025	14 May 2025	-260,000
17).	Repurchase of shares (shares repurchased and cancelled)					22 May 2025	14 May 2025	-350,000
18).	Repurchase of shares (shares repurchased and cancelled)					23 May 2025	14 May 2025	-706,917
19).	Repurchase of shares (shares repurchased and cancelled)					27 May 2025	14 May 2025	-1,492,519
20).	Repurchase of shares (shares repurchased and cancelled)					28 May 2025	14 May 2025	-819,692

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21).	Repurchase of shares (shares repurchased and cancelled)			29 May 2025	14 May 2025	-496,470
22).	Repurchase of shares (shares repurchased and cancelled)			30 May 2025	14 May 2025	-520,000
23).	Repurchase of shares (shares repurchased for cancellation but not yet cancelled)				14 May 2025			-1,143,044

Increase/ decrease (-) in issued shares (excluding treasury shares): -8,537,973 Ordinary shares (EE1)

Increase/ decrease (-) in treasury shares: Ordinary shares (EE2)

Remarks:

10) Among 22,134 shares issued on 14 May 2025 by the Company, 17,159 shares of which were related to the Dealing Facility (as defined in the Evergreen Scrip Dividend Scheme Terms and Conditions).

As announced on 2 April 2025, the scrip reference price (USD 10.763624) is the average middle-market price of the Company's shares on the London Stock Exchange over a five-day dealing period commencing on Thursday, 27 March 2025 (ex-dividend date) and converted to US Dollars using the mid-point WMR spot exchange rates quoted by Bloomberg in London at or around 11.00am (United Kingdom time) on Wednesday, 2 April 2025.

12 and 13) Among 260,000 shares repurchased on 14 May 2025 and cancelled on 16 May 2025, 60,007 shares were repurchased under the authority granted by shareholders at the 2024 Annual General Meeting ("AGM") of the Company held on 23 May 2024, and 199,993 shares were repurchased under the renewed authority granted by shareholders at the 2025 AGM of the Company held on 14 May 2025.

23) A total of 1,143,044 shares repurchased on 29 and 30 May 2025 for cancellation were not yet cancelled as at 31 May 2025.

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	-8,537,973	Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):	0	Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations Not applicable

Submitted by: Florence Ng Wai Yin

Title: Deputy Group Secretary
(Director, Secretary or other Duly Authorised Officer)

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Notes

1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable 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, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

3. "Identical" means in this context:

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

5. 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
6. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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