Prudential PLC — AGM Information 2015

Apr 10, 2015

Thursday 14 May 2015

11.00am London time (6.00pm Hong Kong/Singapore time)

Churchill Auditorium, Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals in this document orthe action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or otherindependent professional adviser. If you have sold or otherwise transferred all your shares in Prudential plc, please forward this document, but not the enclosed Form of Proxy, as soon as possible to the purchaser or transferee orto the person who arranged the sale ortransfer so they can pass this document to the person who now holds the shares.

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

This document, for which the directors of the Company collectively and individually accept fullresponsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited forthe purpose of giving information with regard to the Company. The directors, having made allreasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all materialrespects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein orthis document misleading.

A Chinese translation of this document is available on request from Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong. (HK Stock Code: 2378; SGX Stock Code: K6S)

Notice of Annual General Meeting 2015 & explanation of business

Prudential plc Thursday 14 May 2015

Contents

Agenda

• 01 Letter from the Chairman
• 02 Notice of Annual General Meeting 2015
• and explanatory notes 06 Biographies of directors
• 10 Additional information
• 10 Notification to shareholders on parent
• company financial statements
• 11 Notes to Notice of Meeting
• 12 Getting to the Annual General Meeting
• 13 Shareholder information

Agenda

1 To receive and consider the Accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditors' Report (the Annual Report);

• 2 To approve the Directors' Remuneration Report (other than the part containing the summary of the Directors' Remuneration Policy);
• 3 To declare a final dividend of 25.74 pence per ordinary share of the Company;
• 4 To re-elect Mr Pierre-Olivier Bouée as a director;
• 5 To re-elect SirHoward Davies as a director;
• 6 To re-elect Ms AnnGodbehere as a director;
• 7 To re-elect MsJacquelineHunt as a director;

• 8 To re-elect Mr Alexander Johnston as a director;

• 9 To re-elect Mr Paul Manduca as a director;

• 10 To re-elect Mr Michael McLintock as a director;
• 11 To re-elect Mr KaikhushruNargolwala as a director;
• 12 To re-elect MrNicolaosNicandrou as a director;
• 13 To re-elect Mr AnthonyNightingale as a director;
• 14 To re-elect Mr Philip Remnant as a director;
• 15 To re-elect Ms Alice Schroeder as a director;
• 16 To re-elect Mr Barry Stowe as a director;
• 17 To re-elect Mr Tidjane Thiam as a director;
• 18 To re-elect Mr Michael Wells as a director;

• 19 To re-appoint KPMGLLP asthe Company's auditor;

• 20 To authorise the directorsto determine the amount of the auditor'sremuneration;

• 21 To renew the authority to make political donations;
• 22 To renew the authority to allot ordinary shares;
• 23 To renew the extension of authority to allot ordinary sharesto include repurchased shares;
• 24 To renew the authority for disapplication of pre-emption rights;
• 25 To renew the authority for purchase of own shares; and
• 26 To renew the authority in respect of notice for general meetings.

Documents available for inspection

Copies of the documents listed below will be available forinspection during normal business hours at Laurence Pountney Hill, London, EC4R 0HH, the registered office of the Company, Monday to Friday (public holidays excepted) from the date of this Notice. They will also be available at the place of the Meeting, the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE, from 10.45am on Thursday 14 May 2015 until the conclusion of the Meeting:

• copies of the service contracts between the Prudential Group and the executive directors; and
• copies of the terms and conditions of appointment and letters of appointment between the Company and the Chairman and the Company and the non‑executive directors.

The above documents will also be displayed at the offices of Slaughter and May, 47th floor, Jardine House, One Connaught Place, Central, Hong Kong.

10 April 2015

Dear Shareholder

Annual General Meeting of Prudential plc

I am pleased to write to you with details of this year's AnnualGeneral Meeting (the Meeting) which isto be held in the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00am London time (6.00pm Hong Kong/Singapore time) on Thursday 14 May 2015. The formalNotice of Meeting together with the explanatory notesisset out on pages 2 to 5.

This circular is being sent to shareholders, whether registered on theUK register, the Irish branch register or theHong Kong branch register, and any person with shares of the Company standing to the credit of theirsecurities account held with The Central Depository (Pte) Limited (CDP) in Singapore.

Whether or not you propose to attend the Meeting, please complete the enclosed Form of Proxy in accordance with the instructions printed on the form and return it to the appropriate registrar or, for holders of a CDP securities account, to CDP in the pre-paid envelope enclosed. The Form of Proxy must be received no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 12 May 2015 or, for persons holding an interest in sharesthrough CDP, by 5.00pm Singapore time on Wednesday 6 May 2015. Detailed instructionsfor completing and returning the Form of Proxy can be found in the notes on page 11.

Asin previous years, we will call a poll on each resolution at the Meeting. This will ensure that we are able to engage with a greater number ofshareholders by including the votes cast by shareholders who are not able to attend the Meeting in person.

Should you wish to view the 2014 Annual Report online it is available on the Company's website www.prudential.co.uk

Recommendation

The directors consider that all the resolutionsto be put to the Meeting are in the best interests of the Company and itsshareholders as a whole and unanimously recommend shareholdersto vote in favour of all the proposed resolutions. The directorsintend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.

Yourssincerely

Paul Manduca Chairman

Prudential plc Registered office: Laurence PountneyHill, London EC4R 0HH

Incorporated and registered in England and Wales, registered number 1397169

Prudential plc is a holding company,some of whose subsidiaries are authorised and regulated as applicable by the Prudential Regulatory Authority and the Financial Conduct Authority.

Notice of AnnualGeneral Meeting 2015 and explanatory notes

Notice is hereby given that the 2015 Annual General Meeting (the Meeting) of Prudential plc (the Company), incorporated and registered in England and Wales (registered number 1397169), will be held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2015 at11:00am London time (6.00pm Hong Kong/ Singapore time). Shareholders will be asked to consider and, if thought fit, pass the following resolutions.

Resolutions 1 to 23 (inclusive) will be proposed as ordinary resolutions; resolutions 24 to 26 (inclusive) will be proposed asspecial resolutions. For each ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. For each special resolution to be passed, at least threequarters of the votes cast must be in favour of the resolution.

Resolution 1:

TO receive and considertheAccounts for thefinancialyearended31December2014 together with the Strategic Report, Directors' Remuneration Report, Directors'Report and theAuditors'Report on thoseAccounts (theAnnual Report).

The formal business of the Meeting will begin with a resolution to lay before shareholdersthe Annual Report. Shareholders will have the opportunity to put questions about the Annual Report and other businessto be conducted at the Meeting to the directors before this resolution is voted on.

The Annual Report is available to view on the Company's website: www.prudential.co.uk. Shareholders may obtain a copy from the Company's registrar, Equiniti, by calling 0871 384 2035 and quoting theirshareholder reference number which can be found on the Form of Proxy. Forshareholdersin Singapore, copies of the Annual Report are also available for collection from CDP.

Resolution 2:

TO approve the Directors' Remuneration Reportforthe year ended 31 December 2014.

Asin previous years,shareholders will have the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 December 2014.

The Company obtained shareholder approval for the Directors' Remuneration Policy in May 2014. The Directors' Remuneration Policy remains unchanged since then. This approval lastsfor a maximum of three years, and therefore it is expected that the Company willseek a fresh approval of the policy at the 2017 AnnualGeneral Meeting.

A summary of the Directors' Remuneration Policy isset out on pages 98 to 100 of the Annual Report.

The Directors' Remuneration Report is set out in full on pages 93 to 120 of the Annual Report.

Resolution 3:

TO declare a final dividend of 25.74 pence per ordinary share oftheCompany forthe year ended 31 December 2014.

Shareholders will be asked to approve the payment of a final dividend of 25.74 pence per ordinary share for the year ended 31 December 2014, as recommended by the directors. If approved, the recommended final dividend will be payable on 21 May 2015 to shareholders on the register of members at the close of business on the record date of 27 March 2015.

Rule 13.66 of the RulesGoverning the Listing of Securities on The Stock Exchange ofHong Kong Limited (theHKLR) requires the record date for a final dividend to be at least three business days after shareholders' approval at the general meeting. The effect of Rule 13.66 would significantly delay the payment of the final dividend to the Company'sshareholders. The Company therefore sought, and The Stock Exchange ofHong Kong Limited (theHong Kong Stock Exchange) granted, a waiver to the Company on 6 January 2012 from strict compliance with Rule 13.66 so asto allow the record date to be fixed prior to the Meeting.

Resolutions 4 to 18:

Re-election of directors

Biographical details of all directorsstanding for re-election are included in Appendix 1 to thisNotice and in the Annual Report. The Board recommendsthe re-election of all the directors.

In accordance with the provisions of the UK CorporateGovernance Code, all incumbent directors will offer themselves for re-election at the Meeting, with the exception of Lord Turnbull, who will retire at the conclusion of the Meeting.

The Board,supported by the work carried out by theNomination Committee, is actively engaged in succession planning. Board composition isregularly reviewed to ensure that it retainsits effectiveness at all times. In light of the work carried out over the last year and the evaluation of the effectiveness of the Board and its Committees, the Chairman considersthat the performance of all of the non-executive directors continuesto be effective and that their experience and performance meet the demands of the businessin line with the strategy of the Company. The Board considers all ofits non-executive directorsto be independentin character andjudgement.

• 4 TO re-elect Mr Pierre-Olivier Bouée as a director.
• 5 TO re-elect SirHoward Davies as a director.
• 6 TO re-elect Ms AnnGodbehere as a director.
• 7 TO re-elect MsJacquelineHunt as a director.
• 8 TO re-elect Mr Alexander Johnston as a director.
• 9 TO re-elect Mr Paul Manduca as a director.
• 10 TO re-elect Mr Michael McLintock as a director.
• 11 TO re-elect Mr KaikhushruNargolwala as a director.
• 12 TO re-elect MrNicolaosNicandrou as a director.
• 13 TO re-elect Mr AnthonyNightingale as a director.
• 14 TO re-elect Mr Philip Remnant as a director.
• 15 TO re-elect Ms Alice Schroeder as a director.
• 16 TO re-elect Mr Barry Stowe
• as a director. 17 TO re-elect Mr Tidjane Thiam as a director.
• 18 TO re-elect Mr Michael Wells as a director.

Resolution 19:

TO re-appoint KPMGLLP as the Company's auditor untilthe conclusion ofthe next general meeting at which theCompany's accounts are laid.

Shareholders will be asked to approve the re-appointment of KPMGLLP asthe Company's auditor to hold office until the conclusion of the Company's 2016 Annual General Meeting.

Resolution 20:

TO authorise the directors to determine the amount ofthe auditor's remuneration.

Shareholders will be asked to grant authority to the directorsto determine the remuneration of KPMGLLP.

Resolution 21:

Political donations

THAT theCompany and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby generally and unconditionally authorised forthe purposes of Sections 366 and 367 ofthe CompaniesAct 2006 (the 2006Act)to make donations to political organisations otherthan political parties and to incur political expenditure (as such terms are defined in Sections 363 to 365 ofthe 2006Act) up to a maximum aggregate sum of £50,000, as follows:

(a) Such authority shall, unless renewed, varied orrevoked by the Company at a general meeting priorto such time, expire atthe conclusion of theAnnualGeneral Meeting to be held in 2016; and

(b) TheCompany may enterinto a contract or undertaking underthis authority priorto its expiry, which contract or undertaking may be performed wholly or partly after such expiry, and may make donations to political organisations otherthan political parties and incur political expenditure in pursuance of such contracts or undertakings as ifthe said authority had not expired.

The 2006 Act restricts companies from making donationsto political parties, other political organisations orindependent election candidates and from incurring political expenditure withoutshareholders' consent.

The Company has no intention of changing its current practice of not making donationsto political parties or to independent election candidates and will not do so without the specific endorsement of itsshareholders.However, the broad definitions used in the 2006 Act make it possible for the normal business activities of the Company, which might not be thought to be political expenditure or donationsto political organisationsin the usualsense, to be caught. The Company does not believe there is a material risk of it inadvertently making such donations.

In accordance with guidance issued by the Association of British Insurers, it isthe Company'sintention to seek renewal of thisresolution on an annual basis.

Resolution 22:

Renewal of authority to allot ordinary shares

THAT without prejudice to any other authority conferred on the directors by or pursuanttoArticle 14 ofthe Company'sArticles ofAssociation, the authority conferred on the directors byArticle 14 oftheCompany'sArticles ofAssociation to allot generally and unconditionally relevant securities be renewed in respect of equity securities (as defined in section 560(1) ofthe 2006 Act)for a period expiring atthe earlier of 30 June 2016 and the conclusion ofthe AnnualGeneral Meeting oftheCompany to be held in 2016 and for a maximum aggregate nominal amount of:

• A £25,709,147 (such amountto be reduced to the extentthat any allotment or grantis made under paragraph (B) so thatin total no more than £42,805,731 can be allotted under paragraphs (A) and (B);
• B £42,805,731 (such amountto be reduced to the extentthat any allotment or grantis made under paragraph (A) so thatin total no more than £42,805,731 can be allotted under paragraphs (A) and (B)in connection with an offer orinvitation:
• i to ordinary shareholders in proportion (as nearly as may be practicable)to their existing holdings; and
• ii to holders of other equity securities as required by the rights ofthose securities or as the Board otherwise considers necessary,

and so thatthe Board may impose any limits orrestrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements,record dates, legal, regulatory or practical problems in, or underthe laws of, any territory or any other matter; and

C the amount allotted pursuantto the terms of any share scheme ofthe Company or any of its subsidiary undertakings adopted priorto or on the date ofthis Meeting.

At last year's AnnualGeneral Meeting, shareholdersrenewed a resolution giving the directors authority to allot ordinary shares or grant rightsto subscribe for or convert any security into sharesin the Company (referred to collectively as "Allotments"). That authority will expire at the conclusion of this year's Meeting. Accordingly, theNotice includes a resolution to renew this authority. This year, the Company isseeking a lower authority to allot,such authority to be limited to sharesrepresenting 33.3 per cent of the issued ordinary share capital of the Company.

This authority will give the directors flexibility to issue shares where they believe it isfor the benefit ofshareholdersto do so. The directors have no immediate plansto make use of this authority. Thisrenewed authority complies withUK institutional investment guidelines and will expire at the earlier of 30 June 2016 and the conclusion of the 2016 AnnualGeneral Meeting.

Thisresolution needsto comply with the requirements of theHKLR as a result of the Company'slisting on theHong Kong Stock Exchange, and as a consequence, resolution 22 isseparated into two sections relating to different tranches of the Company'sissued ordinary share capital, which when taken together cover an aggregate nominal amount equal to £42,805,731 representing approximately 856,114,621 ordinary shares. This amount is approximately 33.3 per cent of the issued ordinary share capital of the Company as at 1 April 2015, the latest practicable date prior to publication of thisNotice, which is also in line with guidance issued by the Association of British Insurers. A third section coversthe permission for the Company to make Allotments under the Company'sshare schemes.

Paragraph (A) of resolution 22 authorisesthe directorsto make Allotments of an aggregate nominal amount equal to £25,709,147 (representing approximately 514,182,955 ordinary shares in the Company),such amount to be reduced to take into account amounts allotted or granted under paragraph (B) of resolution 22. This amount, which isthe maximum proportion ofshare capital directors may allot without pre-emption under theHKLR, represents approximately 20 per cent of the issued ordinary share capital as at 1 April 2015.

Notice of AnnualGeneral Meeting 2015 and explanatory notes continued

Paragraph (B) of resolution 22 authorisesthe directorsto makeAllotments of an aggregate nominal amount equal to £42,805,731 (representing approximately 856,114,621 ordinary sharesin the Company) in connection with offersto ordinary shareholders or holders of other equity securities. This amount exceedsthe 20 per cent authority in paragraph (A) of resolution 22 by 13 percentage points, which isin line with guidance issued by the Association of British Insurers, butsuch amount would be reduced to take into account amounts allotted or granted under paragraph (A) of resolution 22. The restrictions detailed in paragraph (B) (i) and (ii) are proposed in order to comply with theHKLR which do not permit the directors to make Allotments on a non-pre-emptive basisin excess of the 20 per cent threshold in paragraph (A) of resolution 22.

Paragraph (C) of resolution 22 seeks authority from shareholders under the HKLR for the directorsto make Allotments pursuant to the Company'sshare schemes or those of itssubsidiary undertakings. The directorsintend to use the authorities sought under resolution 22 following the exercise of options and awards under the Company'sshare schemes adopted prior to or on the date of the Meeting.

Resolution 23:

Extension of authority to allot ordinary shares to include repurchased shares

THAT the authority granted to the directors to allotrelevant securities up to a total nominal value of £25,709,147 pursuantto paragraph (A) ofresolution 22 set out above be extended by the addition of such number of ordinary shares of five pence each representing the nominal amount oftheCompany's share capitalrepurchased by the Company underthe authority granted pursuantto resolution 25 set out below, to the extentthat such extension would notresultin the authority to allot shares or grantrights to subscribe for or convert securities into shares pursuantto resolution 22 exceeding £42,805,731.

As permitted by theHKLR, resolution 23 seeksto extend the directors' authority to allotshares and grant rightsto subscribe for or convert any security into shares pursuant to paragraph (A) of resolution 22 to include the sharesrepurchased by the Company under the authority to be sought by resolution 25.

Resolution 24:

Renewal of authority for disapplication of pre-emption rights

THAT without prejudice to any other authority conferred on the directors by or pursuanttoArticle 15 oftheCompany's Articles ofAssociation the directors be and are hereby authorised to allot equity securities (as defined in Section 560(1) ofthe 2006Act)for cash pursuantto the power conferred on the directors by Article 15 oftheCompany'sArticles of Association and/orto sell any ordinary shares held by theCompany as treasury shares for cash as if Section 561 ofthat Act did not apply to such allotment or sale for a period expiring atthe earlier of 30 June 2016 and the conclusion ofthe AnnualGeneral Meeting oftheCompany to be held in 2016 and provided thatthe maximum aggregate nominal amount of equity securities that may be allotted or sold pursuantto the authority under Article 15(b)is £6,427,286.

At last year's AnnualGeneral Meeting, shareholders passed a special resolution giving the directors authority to allot equity securitiesfor cash without first being required to offersuch securitiesto existing shareholdersin proportion to their existing holdings, by the limited disapplication of Section 561 of the 2006 Act. That power will expire at the conclusion of this year's Meeting. Accordingly, theNotice includes a resolution to renew this authority.

This authority only extends(apart from pre-emptive issues) to the issue of equity securities, including the sale of any ordinary shares held in treasury in accordance with the provisions ofChapter 6 of Part 18 of the 2006 Act. As at 1 April 2015 the Company held no treasury shares.

The authority issought for a maximum nominal value of £6,427,286 representing approximately 128,545,738 ordinary sharesin the Company, which is approximately 5 per cent of the total issued ordinary share capital of the Company as at 1 April 2015. Asregardsrightsissues and other pre-emptive issues, the directors believe the mechanics and delay of the procedure under Section 561 are unduly restrictive and are therefore also seeking continuation of its disapplication in these circumstances. Thisrenewed authority, which complies with institutional investment guidelines, will expire at the earlier of 30 June 2016 and the conclusion of the 2016 AnnualGeneral Meeting.

The directors confirm their intention to adhere to the Principles of the Pre-Emption Group's Statement of Principlesregarding cumulative usage of authoritiesto allot equity securitiesfor cash without offering them first to existing shareholders. These principles provide that usage in excess of 7.5 per cent of the Company's ordinary share capital within a rolling three year period should not take place, other than to existing shareholders, without prior consultation with shareholders. The Company confirmsthat its use ofsuch authorities has not exceeded this 7.5 per cent limit over the last three years.

Resolution 25:

Renewal of authority for purchase of own shares

THAT theCompany be and is hereby generally and unconditionally authorised, in accordance with Section 701 ofthe 2006Act,to make one or more market purchases (within the meaning of Section 693(4) ofthe 2006Act) of its ordinary shares in the capital oftheCompany, provided that:

• a Such authority to be limited;
• i to a maximum aggregate number of 257,091,477 ordinary shares;

• ii by the condition thatthe minimum price which may be paid for each ordinary share is five pence and the maximum price which may be paid for an ordinary share is the highest of:

  • a an amount equalto 105 per cent ofthe average ofthe middle market quotations for an ordinary share as derived from the daily official List ofthe London Stock Exchange forthe five business days immediately preceding the day on which the share is contracted to be purchased; and
  • b the higher ofthe price ofthe lastindependenttrade and the highest currentindependent bid on the trading venues where the purchase is carried out, in each case exclusive of expenses;

• b Such authority shall, unless renewed, varied orrevoked priorto such time, expire atthe earlier of 30 June 2016 and the conclusion oftheAnnual General Meeting oftheCompany to be held in 2016, save thatthe Company may before such expiry make a contract or contracts to purchase ordinary shares underthe authority hereby conferred which would or may be executed wholly or partly afterthe expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as ifthe power conferred hereby had not expired; and

• c All ordinary shares purchased pursuant to said authority shall be either:
• i cancelled immediately upon completion ofthe purchase; or ii held, sold,transferred or otherwise
• dealt with as treasury shares in accordance with the provisions ofthe 2006Act.

The directors consider that there may be circumstancesin which it would be desirable for the Company to purchase its own sharesin the market. Although the directors have no immediate plansto make such purchases, they would like to be able to act if circumstances arose in which they considered such purchasesto be desirable. Purchases would only be made if their effect would be to increase earnings per share and they would be for the benefit ofshareholders generally.No purchases ofshares would be conducted on the Hong Kong Stock Exchange.

Accordingly, thisresolution is proposed to authorise the Company to make market purchases of its ordinary shares up to a maximum nominal value of £12,854,573, representing 257,091,477 ordinary shares which is approximately 10 per cent of the Company'sissued share capital as at 1 April 2015, at prices not lower than five pence per ordinary share and not exceeding the highest of (i) 105 per cent of the average middle market value of an ordinary share for the five business days preceding the date of purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

The Company may retain any sharesit purchases astreasury shares with a view to possible re-issue at a future date or may cancel the shares. If the Company were to purchase any of its own ordinary sharesit would consider holding them astreasury shares pursuant to the authority conferred by thisresolution. This would enable the Company to re-issue such shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. The directors have no immediate plansto exercise this authority which will expire at the earlierof30June2016andthe conclusion of the 2016 AnnualGeneral Meeting.

A waiver from strict compliance with Rule 10.06(5) of theHKLR was granted by theHong Kong Stock Exchange on 4 May 2010.Under Rule 10.06(5) of theHKLR, the listing of allshares which are purchased by the Company shall automatically be cancelled upon purchase and the Company must apply for listing of any further issuesin the normal way. As a consequence of this waiver, Rule 10.06(5) of theHKLR has been amended such that shares purchased by the Company to hold astreasury shares will remain listed and the listing will not be suspended or cancelled and any subsequentsale ofsuch treasury shares or transfer ofsuch treasury shares pursuant to an employees'share scheme, for example,shall not, for the purposes of theHKLR, constitute a new issue ofshares and shall not require a new listing application to be made.

The Company has options and awards outstanding over 26,840,321 ordinary shares, representing 1.04 per cent of the Company'sissued ordinary share capital as at 1 April 2015 (the latest practicable date prior to the publication of thisNotice). If the existing authority given at the 2014 Annual General Meeting and the authority sought by thisresolution 25 were to be fully used these outstanding options would represent 1.30 per cent of the Company'sissued ordinary share capital at that date.

Resolution 26:

Notice for general meetings

THAT a general meeting otherthan an AnnualGeneral Meeting may be called on notless than 14 clear days' notice.

Prior to the Companies(Shareholders' Rights) Regulations 2009, the Company was able to call general meetings, other than its AnnualGeneral Meeting, on 14 clear days' notice without obtaining shareholder approval. Approval to a shorter notice period wassought and received from shareholders at the last AnnualGeneral Meeting and to preserve this ability, resolution 26 seeksrenewal of the approval for a notice period of 14 days to apply to general meetings. The shorter notice period will not be used as a matter of routine but only where flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If used, an electronic voting facility will be provided.

AnnualGeneral Meetings will continue to be held on at least 21 clear days' notice.

The approval will be effective until the next AnnualGeneral Meeting when it is intended that a similar resolution will be proposed.

By order of the Board of directors,

Alan F Porter

Group Company Secretary 10 April 2015

Appendix 1: Biographies of directors

Board of directors

As at the date of this document, the Board of directors of the Company comprises:

Chairman

Paul Victor Falzon Sant Manduca

Executive directors Cheick Tidjane Thiam (Group Chief Executive), NicolaosAndreasNicandrouACA, Pierre-OlivierMarieGeorges Bouée, JacquelineHunt, MichaelGeorgeAlexanderMcLintock, Barry Lee Stowe, and MichaelAndrewWells

Independent non-executive directors

SirHoward John Davies, Ann FrancesGodbehere FCPA FCGA, Alexander Dewar Kerr Johnston CMGFCA, Kaikhushru ShiavaxNargolwala FCA, Anthony John LiddellNightingale CMGSBS JP, TheHon. Philip John Remnant CBE ACA, Alice Davey Schroeder, and Lord Turnbull KCB CVO

Chairman

Paul Manduca Chairman

Appointment: October 2010 Chairman: July 2012 Committee:Nomination (Chair)

Paul wasthe Senior Independent Director prior to his appointment as Chairman.He was also a member of the Audit and Remuneration Committeesfrom October 2010 to June 2012 and joined theNomination Committee in January 2011.

Relevant skills and experience

Paul retired as Chairman of JPM European Smaller Companies Investment Trust Plc in December 2012 and wasthe Chairman of Aon UK Limited until September 2012. He was also a non-executive director and Chairman of the Audit Committee of KazMunaiGas Exploration & Production until the end of September 2012. From

September 2005 until March 2011, Paul was a non-executive director of Wm Morrison Supermarkets Plc. During histenure, he wasthe Senior Independent Director, the first Audit Committee Chairman and Chair of the Remuneration Committee. Paul wasthe Senior Independent Director and Chairman of the Audit Committee of Development Securities plc until March 2010, Chairman of BridgewellGroup plc until 2007 and a director ofHenderson Smaller CompaniesInvestment Trust plc until 2006. Prior to that, he was European CEO of Deutsche Asset Management from 2002 to 2005, global CEO of Rothschild Asset Management from 1999 to 2002 and founding CEO of Threadneedle Asset Management Limited from 1994 to 1999 when he was also a director of Eagle Star and Allied Dunbar. Paul has also served as Chairman of the Association of Investment

Companiesfrom 1991 to 1993 and is a former member of the Takeover Panel.

Current external appointments

Paul is a member of the Securities Institute and Chairman of Henderson Diversified Income Limited. Age 63.

Group Chief Executive

Tidjane Thiam Group Chief Executive

Appointment: March 2008 Group Chief Executive: October 2009

Tidjane wasthe Chief Financial Officer from March 2008 until his appointment asGroup Chief Executive.

Relevant skills and experience

Tidjane spent the first part of his professional career with McKinsey & Company in Paris andNew York, serving insurance companies and banks.He then spent a number of yearsin Africa where he was Chief Executive and later Chairman of theNational Bureau for Technical Studies and Development in Côte d'Ivoire and a cabinetmember as Secretary of Planning and Development. Tidjane returned to France to become a partner with McKinsey & Company and one

of the leaders of their Financial Institutions practice before joining Aviva in 2002.He worked at Aviva until 2008, holding successively the positions ofGroup Strategy and Development Director, Managing Director of Aviva International,Group Executive Director and Chief Executive Officer, Europe.

Current external appointments

Tidjane is a member of the Board of the Association of British Insurers(ABI) and was Chairman from July 2012 to October 2014. He is a member of the Council of the Overseas Development Institute (ODI) in London, a member of the Africa Progress Panel chaired by Kofi Annan and a sponsor of Opportunity International. Tidjane is a member of theUK-ASEAN Business Council and of the Strategic AdvisoryGroup onUK Trade and Investment. In January

2012, Tidjane was appointed to the Prime Minister's Business Advisory Group and has been a member of the European Financial Services Round Table (EFR)since January 2013.He was elected to the Board of Directors of 21st Century Fox, Inc. on 12November 2014 where he serves as a non-executive director. Tidjane was awarded the Légion d'Honneur by the French President in July 2011 and the 2013 Grand Prix de l'Economie by the French newspaper Les Echos. In January 2014, Tidjane was appointed as a British Business Ambassador by invitation from the Prime Minister. Age 52.

Executive directors
	Nicolaos Nicandrou ACA Chief Financial Officer Appointment: October 2009 Nic is Chief Financial Officer, a position he has held since October 2009.	Relevant skills and experience Before joining Prudential,Nic worked at Aviva, where he held a number ofsenior finance roles, includingNorwichUnion Life Finance Director and Board Member, AvivaGroup Financial Control Director, AvivaGroup Financial Management and Reporting Director and CGNU Group Financial Reporting	Director.Nic started his career at PricewaterhouseCoopers where he worked in both London and Paris. In December 2014Nic was appointed Chairman of the European Insurance CFO Forum. Age 49.
	Pierre-OlivierBouée Group Chief Risk Officer Appointment: April 2014 Pierre-Olivier isGroup Chief Risk Officer, a position he has held since August 2013.	Relevant skills and experience Pierre-Olivier joined Prudential in 2008 and has held positions as Business Representative for Asia, Director of Strategy and Corporate Development and Managing Director CEO Office. From 2004 until 2008, Pierre-Olivier worked for Aviva, first as Director,Group Strategy and then as Director, Central &	Eastern Europe. Pierre-Olivier began his career as a civilservant in the French Treasury, where he worked at the Secretariat of the ParisClub, before joiningMcKinsey in 2000 as a consultant working mainly in the international financial institutionssector. Age 44.
	Jacqueline Hunt Executive director Appointment: September 2013 Jackie is Chief Executive, PrudentialUK & Europe, a position she has held since September 2013, and she took on responsibility for Africa in early 2014.	Relevant skills and experience Jackie joined Prudential from Standard Life where she was Chief Financial Officer. Prior to this, Jackie held a number ofsenior financial management positions in companiesincludingNorwich Union Insurance, Aviva,Hibernian Group, Royal & Sun Alliance and PricewaterhouseCoopers.	Current external appointments Jackie isthe Senior Independent Director ofNational ExpressGroup PLC and a non-executive director of TheCityUK. She is also a member of the FCA Practitioner Panel. Age 46.
	Michael McLintock Executive director Appointment: September 2000 Michael isthe Chief Executive of M&G, a position he held at the time of M&G's acquisition by Prudential in 1999.	Relevant skills and experience Michael joined M&Gin 1992. He also served on the Board of Close Brothers as a non-executive director from 2001 to 2008. Currentexternalappointments Michael has been a Trustee of the Grosvenor Estate since October 2008 and was appointed as a non-executive director of	GrosvenorGroup Limited in March 2012.He has been a member of the Finance Committee of the MCC since October 2005. Age 54.
	Barry Stowe Executive director Appointment: November 2006 Barry isthe Chief Executive of Prudential Corporation Asia, a position he has held since October 2006.	Relevant skills and experience Before joining Prudential, Barry was President, Accident &Health Worldwide for AIGLife Companies.He joined AIGin 1995, and prior to that was President and CEO ofNisus, a subsidiary of Pan-American Life, from 1992 to 1995. Before joiningNisus, Barry spent 12 years at Willis Corroon in theUS. From October 2008 to	October 2011, Barry was a director of the Life Insurance Marketing Research Association (LIMRA) and the Life Office Management Association (LOMA). Current external appointments Barry is a member of the Board of Directors of the International Insurance Society. Age 57.
	Michael Wells Executive director Appointment: January 2011 Mike is President and Chief Executive Officer of Jackson National Life Insurance Company (Jackson), a position he has held since January 2011.	Relevant skills and experience Mike hasserved in a number of strategic and leadership roles at Jackson over the last 19 years, responsible for Jackson and its United States affiliates. During this period he hasled the development of Jackson's variable annuity business and has been responsible for IT,strategy, operations, communications, distributions,	Curian and the retail broker dealers. Age 55.

Appendix 1: Biographies of directors continued

Independent non-executive directors
	The Hon. Philip Remnant CBE ACA Senior Independent Director Appointment: January 2013 Committees: Audit,Nomination and Remuneration	Relevant skills and experience Philip was a senior adviser at Credit Suisse until December 2013. Philip was previously a Vice Chairman of Credit Suisse First Boston (CSFB) Europe andHead of theUK Investment Banking Department. Philip wasseconded to the role of DirectorGeneral of the Takeover Panel from 2001 to 2003, and again in 2010.He served on the Board ofNorthern Rock plc from 2008 to 2010, and from 2007 to 2012 was Chairman of the Shareholder Executive.	Current external appointments Philip is a Deputy Chairman of the Takeover Panel, a non-executive director of Severn Trent plc (since March 2014) and Senior Independent Director ofUK Financial Investments Limited. Philip is also Chairman of City of London Investment Trust plc (since 2011). Age 60.
	Sir Howard Davies Independent non-executive director Appointment: October 2010 Committees: Risk (Chair), Audit andNomination	Relevant skills and experience SirHoward has a wealth of experience in the financialservices industry, across civilservice, consultancy, asset management, regulatory and academia. Current external appointments SirHoward is Chairman of the PhoenixGroup, and a Professor at Institut d'Études Politiques (Sciences Po).He is also Chairman of theUKGovernment's Airports Commission.He chairsthe International Advisory Board of the China Securities Regulatory	Commission and is a member of the International Advisory Board of the China Banking Regulatory Commission. In addition, Sir Howard is an independent director of Morgan Stanley Inc and a Director of theNational Theatre. Age 64.
	Ann Godbehere FCPA FCGA Independent non-executive director Appointment: August 2007 Committees: Audit (Chair), Nomination and Risk	Relevant skills and experience Ann began her career in 1976 with Sun Life of Canada, joining Mercantile &General Reinsurance Group in 1981, where she held a number of management roles rising to Senior Vice President and Controller for life and health and property/casualty businessesin North America in 1995. Between 1996 and 2003 Ann held a number of CFO and CEO postsin different businesses within Swiss Re and from 2003 until February 2007, Ann was Chief Financial Officer of the Swiss ReGroup. From its	nationalisation in 2008 until January 2009, Ann wasInterim Chief Financial Officer and Executive Director ofNorthern Rock. She was also a director of Atrium UnderwritingGroup Limited and Atrium Underwriters Limited (until March 2014), as well as ArdenHoldings Limited (untilNovember 2014). Current external appointments Ann is a non-executive director of British American Tobacco p.l.c., Rio Tinto plc, Rio Tinto Limited, UBSGroup AGandUBS AG. Age 59.
	Alexander (Alistair) Johnston CMG FCA Independent non-executive director Appointment: January 2012 Committee: Audit	Relevant skills and experience Alistair was a partner of KPMG from 1986 to 2010.He joined KPMG (then Peat Marwick Mitchell) in 1973 and held a number ofsenior leadership positions. These included Vice Chairman ofUK Financial Services andHead ofUK Insurance Practice, International Managing Partner –Global Markets andUK Vice Chairman. Latterly he served as aGlobal Vice Chairman of KPMGfrom 2007 to 2010.	Alistair acted as a non-executive director of the Foreign & Commonwealth Office from 2005 to 2010 and chaired the audit committee until 2009. Current external appointments Alistair is a Visiting Professor at Cass Business School, a Trustee of the Design Museum in London and a Trustee of The Royal Academy of Arts. Age 62.

Independent non-executive directors continued
	Kaikhushru Nargolwala FCA Independent non-executive director Appointment: January 2012 Committees: Remuneration and Risk Relevant skills and experience Kai wasthe non-executive Chairman of Credit Suisse Asia Pacific until December 2011, having joined Credit Suisse in 2008 as a member of the Executive Board and CEO of the Asia Pacific	region. From 1998 to 2007, Kai worked for Standard Chartered PLC where he was aGroup Executive Director responsible for AsiaGovernance and Risk. Prior to that, he spent 19 years at Bank of America and from 1990 was based in Asia asGroup Executive Vice President andHead of the Asia Wholesale BankingGroup. From 2004 to 2007, he was a non executive director at Tate & Lyle plc and at Visa International, where he served on the Asia Pacific Board.	Current external appointments Kai is a non-executive director and lead independent director of Singapore Telecommunications Limited, a member of the Board of the Casino Regulatory Authority of Singapore, a non-executive director of PSA International Pte. Limited and a director and Chairman of Clifford Capital Pte. Limited. Kai was appointed as a director of Credit SuisseGroup AG in April 2013 and became a member of the Singapore Capital Markets Committee of the Monetary Authority of Singapore in January 2014. Age 64.
	Anthony Nightingale CMG SBS JP Independent non-executive director Appointment: June 2013 Committee: Remuneration Relevant skills and experience Anthony was Managing Director of the Jardine MathesonGroup from 2006 to 2012.He joined thatGroup in 1969 and held a number ofsenior positions before joining the Board of Jardine MathesonHoldings in 1994. Anthony is now a	non-executive director of Jardine MathesonHoldings and of other Jardine Matheson group companies. These include Dairy Farm,Hongkong Land, Jardine Cycle & Carriage, Jardine Strategic and Mandarin Oriental. Anthony is also a commissioner of Astra International. Current external appointments Anthony is a non-executive director of SchindlerHolding AG and China Xintiandi Limited.He is a Hong Kong representative to the APEC Business Advisory Council	and Chairman of TheHong Kong-APEC Trade Policy Study Group.He is also a member of the Securities and Futures Commission Committee on Real Estate Investment Trusts, a council member of the Employers' Federation ofHong Kong, a member of theUK-ASEAN Business Council Advisory Panel, a non-official member of the Commission on Strategic Development inHong Kong and Chairman of the Mission to Seamen inHong Kong. Age 67.
	Alice Schroeder Independent non-executive director Appointment: June 2013 Committee: Audit Relevant skills and experience Alice began her career as a qualified accountant at Ernst & Young in 1980 where she worked for 11 years before leaving to join the Financial Accounting Standards Board as a manager. From September 1993 she worked at variousinvestment banks	leading teams of analysts specialising in property-casualty insurance before joining Morgan Stanley, where she became a Managing Director in 2001 heading theGlobal Insurance Equity Research team. In May 2003 Alice became a senior adviser at Morgan Stanley leaving in November 2009. Alice was an independent board member of the Cetera FinancialGroup until April 2014. She is author of the official biography of Warren Buffett.	Current external appointments Alice is CEO of WebTurnerCorp. and a member of theNational Association of Corporate Directors and ofWomenCorporateDirectors. Age 58.

Additional information

None of the directors standing for re-election has any relationship with any other director, member of senior management or substantial or controlling shareholder of the Company. The biographical information in respect of each of these directors complies with the disclosure requirements as set out in the HKLR. As such, there are no other matters that need to be brought to the attention of holders of securities of the Company and no other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the HKLR.

Current basic annual feesfor non-executive directors are £92,500 with additional feesfor ordinary membership or chairmanship of a Board Committee asfollows:

Committee	Ordinary membership	Chairman
Audit	£25,000	£70,000
Nomination	£10,000	–
Risk	£25,000	£65,000
Remuneration	£25,000	£60,000

Paul Manduca isthe Chairman of the Company.He receives an annual fee of £600,000, which is an all-inclusive fee. Philip Remnant isthe Senior Independent Director of the Company and he receives an annual fee of £50,000, in addition to his Board and Committee fees.

Salary levelsfor executive directors are reviewed annually by the Remuneration Committee taking account offactorssuch assalary increasesfor all employees,the performance and experience ofthe executive,Group or business unit performance, internalrelativities and external economic factors.Market data are also reviewed so thatsalariesremain competitive relative to each executive director'slocalmarket.

The basic salaries of P-O M GBouée, JHunt, M GA McLintock,NANicandrou, B L Stowe, C T Thiam and M A Wells are £649,000, £664,000, £394,000, £703,000, HK\$8,920,000, £1,093,000 and US\$1,148,000 respectively.

In addition, the executive directors are eligible to receive a discretionary annual bonus and long term incentive awards as described more fully in the Directors' Remuneration Report on pages 93 to 120 of the Annual Report.

Interests in the share capital of the Company

As at 1 April 2015, being the latest practicable date prior to the publication of this document, the directorsstanding for re-election held the following interestsin the ordinary share capital of the Company.

Directors' interests in shares, options and awards

		Interests	Option
	Interests in ordinary shares	in ordinary shares under option	exercise price (pence)	Option exercise periods
P-O M GBouée	126,028	1,558	1155	1 Dec 17 – 31 May 18
HJ Davies	8,521	n/a	n/a
A FGodbehere	15,914	n/a	n/a
JHunt	162,759	1,558	1155	1 Dec 17 – 31 May 18
A D K Johnston	10,000	n/a	n/a
P V F S Manduca	42,500	n/a	n/a
M GA McLintock	506,786	2,622	1155	1 Dec 19 – 31 May 20
K SNargolwala	50,000	n/a	n/a
NANicandrou	402,517	3,268	466	1 Dec 16 – 31 May 17
		1,311	1155	1 Dec 19 – 31 May 20
A J LNightingale	30,000	n/a	n/a
P J Remnant	5,816	n/a	n/a
A Schroeder	2,500	n/a	n/a
B L Stowe	385,016	–	n/a
C T Thiam	991,866	499	901	1 Dec 16 – 31 May 17
		1,168	1155	1 Dec 17 – 31 May 18
M A Wells	768,530	–	n/a

None of the directorsstanding for re-election has an interest in the Company'sloan stock, nor the shares or loan stock of any subsidiary or associated undertaking of theGroup.

These interestsinclude shares acquired under the Share Incentive Plan, deferred annual incentive awards and interests in shares awarded on appointment. All interests are beneficial. For further information please refer to the Directors' Remuneration Reportin theAnnual Report.

Notification to shareholders on parent company financial statements: New accounting framework applying from the year ending 31 December 2015

The Company's parent company financial statements,set out on pages 121 to 273 of the 2014 Annual Report, have been prepared in accordance withUKGenerally Accepted Accounting Practice (UKGAAP).

Anew UKGAAP accounting framework introduced by the Financial Reporting Council (FRC) becomes mandatorily effective for the financialstatements of UK companiesin 2015.Under this new framework, the Company isrequired to elect to prepare its parent company financialstatements on one of the bases permitted by the FRC.

The Company proposesto elect to adopt FRS 101, 'Reduced Disclosure Framework' (FRS 101) for its parent company financialstatementsfrom the year ending 31 December 2015. Applying FRS 101, the results, the financial position of the parent company, and disclosures are expected to be the same as, or follow closely those reported under current requirements.

The Company's election to adopt FRS 101 for its parent company's financial statements does not require shareholder approval and therefore no resolution on this matterisbeingputtotheMeeting.However, asstipulated in FRS 101, the Company is required to notify allshareholders of this election.Any shareholder(orshareholders) holding in aggregate 5 per cent or more of the total allotted sharesin Prudential plc may serve an objection. Objections must be served in writing and delivered to Alan Porter,Group Company Secretary at Prudential plc, Laurence PountneyHill, London EC4R 0HHnot later than Tuesday, 12 May 2015.

This notification will apply on an ongoing basis untilsuch time asthe Company notifiesshareholders of any change to its chosen accounting framework for the parent company financialstatements.

The consolidated financialstatements of theGroup will continue to be prepared in accordance with EU-adopted IFRS and are unaffected by this new accounting framework.

Notes to Notice of Meeting

• 1. Members are entitled to appoint a proxy to exercise all or any of their rightsto attend,speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a differentshare orshares held by thatshareholder. Where more than one proxy is appointed, members mustspecify the number of shares each proxy is entitled to exercise. A proxy need not be a shareholder of the Company.
• 1. Members' attention is drawn to the Form of Proxy accompanying thisNotice. A proxy may be appointed by any of the following methods:
• i. Completing and returning the enclosed Form of Proxy;
• ii. For members on theUK register, electronic proxy appointment by logging onto the website of Equiniti, the Company'sregistrar, at www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder ReferenceNumber, which are printed on the accompanying Form of Proxy. Full details of the procedures are given on the website. If you have already registered with Equiniti's on-line portfolio service Shareview, you may submit your proxy vote by logging onto your portfolio at www. shareview.co.uk and clicking on the link to vote. Instructions are given on the website;
• or iii. If you are a member of CREST, by using the CREST electronic appointmentservice.

IMPORTANT: Whichever method you choose, your instructions or Form of Proxy must be received by the registrar no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 12 May 2015. Any person holding an interest in shares through CDP mustsubmit the completed Form of Proxy to CDP, and should note that CDP must receive voting instructions by 5.00pm Singapore time on Wednesday 6 May 2015 to allow it to collate voting instructionsfor onward transmission to ComputershareHong Kong Investor Services Limited (ComputershareHong Kong), theHong Kong branch share registrar, by the deadline above.

• 1. If you are a registered shareholder and do not have a Form of Proxy and believe that you should have one, or if you require additional forms, or would like to request a hard copy of the Annual Report please contact Equiniti on 0871 384 2035 or Computershare Hong Kong on + 852 2862 8555. Callsto Equiniti on this number are charged at 8p per minute plus network extras. Other telephone provider costs may vary. Please contact +44 121 415 7026 for the Equiniti overseas helpline if you are calling from outside the UK. Lines at Equiniti are open from 8.30am to 5.30pm London time Monday to Friday. Shareholders on the Irish branch registershould contact Capita on +353 1553 0050.
• 1. To be valid, a Form of Proxy, or other instrument appointing a proxy, must be received by post or by hand (during normal business hours only) at Equiniti Limited, AspectHouse, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 12 May 2015 or at Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East,Hong Kong no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 12 May 2015. Shareholders who hold theirshares on the Irish branch registershould return their completed proxiesto Capita Asset Services Shareholdersolutions(Ireland), PO Box 7117, Dublin 2, Ireland, or by hand (during normal business hours) to Capita Asset Services Shareholdersolutions(Ireland), 2Grand Canal Square, Dublin 2, Ireland so asto be received no later than 11.00am London time on Tuesday 12 May 2015. Any person holding an interest in sharesthrough CDP mustsubmit the completed Form of Proxy to CDP, and should note that CDP must receive voting instructions by 5.00pm Singapore time on Wednesday 6 May 2015 to allow it to collate voting instructionsfor onward transmission to ComputershareHong Kong, the Hong Kong branch registrar, by the deadline above.
• 1. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent

a shareholder attending the Meeting and voting in person if he/she wishesto do so.

• 1. Any person to whom thisNotice issent who is a person nominated under Section 146 of the 2006 Act to enjoy information rights(a nominated person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a nominated person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructionsto the shareholder asto the exercise of voting rights.
• 1. The statement of the rights ofshareholdersin relation to the appointment of proxiesin paragraphs 1 to 4 above does not apply to nominated persons. The rights described in these paragraphs can only be exercised by registered shareholders of the Company.
• 1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the votesthey may cast),shareholders must be registered on the Company's mainUK share register, Hong Kong branch register or Irish branch register as at 6.00pm London time on Tuesday 12 May 2015, (1.00am Hong Kong time on Wednesday 13 May 2015) (or, in the event of any adjournment, 6.00pm London time two days priorto the adjourned meeting). Any person holding an interest in sharesthrough CDP must be registered on CDP'sregister as at 5.00pm Singapore time on Wednesday 6 May 2015, (or, in the event of an adjournment, 5.00pm Singapore time, nine days prior to the adjourned meeting). The earlier CDP deadline isto allow sufficient time for a person holding an interest in sharesthrough CDP to obtain authorisation to act as a proxy or representative of HKSCCNominees Limited, in whose name the shares are registered, at the Meeting. Changesto the Company'sshare registers after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 1. As at 1 April 2015 (being the latest practicable day prior to the publication of thisNotice) the Company's issued share capital consists of 2,570,914,779 ordinary shares, carrying one vote each. Therefore, the total voting rightsin the Company as at 1 April 2015 were 2,570,914,779. The Company does not hold any sharesin treasury.
• 1. CREST members who wish to appoint a proxy or proxiesthrough the CREST electronic proxy appointmentservicemay do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s),should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited'sspecifications, and must contain the information required forsuch instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutesthe appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so asto be received by the issuer's agent (ID RA19) by 11.00am London time on Tuesday 12 May 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST ApplicationHost) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After thistime any change of instructionsto proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providersshould note that EuroclearUK&Ireland Limited does notmake available special proceduresin CREST for any particular message.Normalsystem timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It isthe responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, orsponsored member,

or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s))such action asshall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

• 1. The Company may treat asinvalid a CREST Proxy Instruction in the circumstancesset out in Regulation 35(5) (a) of theUncertificated Securities Regulations 2001.
• 1. In the case of joint holders, where more than one of the joint holders purportsto appoint a proxy, only the appointmentsubmitted by the mostsenior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company'sregister of membersin respect of the joint holding (the first-named being the mostsenior).
• 1. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Under Section 527 of the 2006 Act members meeting the threshold requirementsset out in thatsection have the right to require the Company to publish on a website a statementsetting out any matter relating to: (i) the audit of the Company's accounts(including the auditor'sreport and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the 2006 Act. The Company may not require the shareholdersrequesting any such website publication to pay its expensesin complying with Sections 527 or 528 of the 2006 Act. Where the Company isrequired to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makesthe statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
• 1. Any member or their proxy attending the Meeting in person or by proxy hasthe right to ask questions. The Company must provide an answer to any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
• 1. A copy of thisNotice and other information required by Section 311A of the 2006 Act, may be found at www.prudential.co.uk/investors/
• shareholder-centre/agm-information/2015 19. The Company will continue its practice of calling a poll on all resolutions at the Meeting. The provisional voting results, which will include all votes cast for and against each resolution at the Meeting, and all proxies lodged prior to the Meeting, which will include votes cast for and against each resolution, will be announced at the Meeting and published on the Company's website assoon as practicable after the Meeting. The Company will also disclose the number of votes withheld at the Meeting and on its website. This practice providesshareholders present with sufficient information regarding the level ofsupport and opposition to each resolution and ensures all votes cast either at the Meeting or through proxies are included in the result.
• 1. You may not use any electronic address provided either in thisNotice of Meeting or any related documents(including the Chairman'sletter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Getting to the AnnualGeneral Meeting

Shareholder information

Shareholder enquiries

For enquiries aboutshareholdings, including dividends andlostshare certificates, please contacttheCompanyRegistrars:

By post

Equiniti Limited AspectHouse Spencer Road Lancing West Sussex BN99 6DA

By telephone

Tel 0871 384 2035 Fax 0871 384 2100 Textel 0871 384 2255 (for hard of hearing)

Callsto 0871 numbers are charged at 8p per minute plus network extras. Lines are open from 8.30am to 5.30pm (UK), Monday to Friday. International shareholders Tel: +44 (0) 121 415 7026

Dividend mandates

Shareholdersmay have their dividends paid directly to their bank or building society account. If you wish to take advantage of thisfacility, please call Equiniti and request a cashdividendmandate form.Alternatively, shareholders may download the form from www.shareview.co.uk

If you are an overseasshareholder then youmay be able tomake use ofthe overseas paymentservice provided by Equiniti which enables your dividendsto be paid in local currency direct to your bank account. Thisservice is currently available to over 90 countries worldwide. To obtain further information about thisservice please contact Equiniti or alternatively visit www.shareview.co.uk

Cash dividend alternative

The Company operates a Dividend Re-investment Plan (DRIP). Shareholders who have elected for the DRIP will automatically receive sharesfor all future dividendsin respect of which a DRIP alternative is offered. The election may be cancelled at any time by the shareholder. Further details ofthe DRIP and the timetable are available at www.shareview.co.uk

Electronic communications

Shareholders are encouraged to elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk Shareholders who have registered will be sent an email notification whenevershareholder documents are available on the Company's website. When registering,shareholders will need theirshareholder reference number which can be found on theirshare certificate or Form of Proxy. The option to receive shareholder documents electronically is not available to shareholders holding sharesthrough CDP.

Equiniti Enhanced Information

Information on how to manage shareholdings can be found at www.shareview.co.uk The pages at this web address provide the following:

• Answersto commonly asked questions regarding shareholder registration;
• Linksto downloadable forms, guidance notes, and Company history factsheets;
• A choice of contact methods via email, phone, or post.

If the answer to a question is not included in the information provided,shareholders can send enquiries via secure email from these pages. A structured form will need to be completed, together with a Shareholder Reference, name, address and email address, if desired.

Share dealing services

The Company's Registrars, Equiniti, offer a postal dealing facility for buying and selling Prudential plc ordinary shares; please see the Equiniti address above or telephone 0871 384 2248. They also offer a telephone and internet dealing service, Shareview, which provides a simple and convenient way ofselling Prudential plc shares. For telephone sales call 0871 384 2020 between 8.30am and 5.30pm, Monday to Friday, and for internetsaleslog on to www.shareview.co.uk/dealing

ShareGift

Shareholders who only have a small number ofsharesthe value of which makesthem uneconomic to sell them may wish to consider donating them to ShareGift (Registered Charity 1052686). The relevantshare transfer form may be downloaded from our website www.prudential.co.uk or from Equiniti. Further information about ShareGift may be obtained on +44 (0)20 7930 3737 or from www.ShareGift.org. There are no implicationsfor capital gainstax purposes (no gain or loss) on gifts ofsharesto charity and it is also possible to obtain income tax relief.

Irish branch register

The Company operates a branch register forshareholdersin Ireland. All enquiries regarding Irish branch register accounts should be directed to Capita Asset Services, Shareholdersolutions(Ireland), PO Box 7117, Dublin 2. Telephone: + 353 1 553 0050.

Hong Kong branch register

The Company operates a branch register forshareholdersinHong Kong. All enquiriesregardingHong Kong branch register accountsshould be directed to ComputershareHong Kong Investor Services Limited, 17M Floor,Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Telephone: +852 2862 8555.

American Depositary Receipts (ADRs)

The Company's ordinary shares are listed on theNew York Stock Exchange in the form of American Depositary Shares, evidenced by ADRs and traded under the symbol PUK. Each American Depositary Share representstwo ordinary shares. All enquiriesregarding ADR holder accountsshould be directed to J.P. Morgan, the authorised depositary bank, at J.P. Morgan Chase BankN.A, PO Box 64504, St. Paul, MN55164-0854,USA. TelephoneGeneral +1 800 990 1135 or from outside theUS +1 651 453 2128 or log on to www.adr.com

Singapore shareholder enquiries

Shareholders who have sharesstanding to the credit of theirsecurities accounts with CDP in Singapore may refer queries to the CDP at 9North Buona Vista Drive, #01-19/20, The Metropolis, Singapore 138588. Telephone +65 6535 7511. Enquiriesregarding shares held in Depository Agent Sub-accountsshould be directed to your Depository Agent or broker.

www.prudential.co.uk www.prudential.co.uk

Laurence Pountney Hill Registered oce London EC4R 0HH www.prudential.co.uk

Registered in England and Wales:1397169