Prudential PLC — AGM Information 2016

Apr 11, 2016

Notice of Annual General Meeting & explanation of business

Thursday 19 May 2016

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

11.00am London time (6.00pm Hong Kong/Singapore time) on Thursday 19 May 2016.

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 or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent 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 or to the person who arranged the sale or transfer 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 for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this 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 for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this 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, Wan Chai, Hong Kong. (HK Stock Code: 2378; SGX Stock Code: K6S)

• 02 Agenda
• 03 Letter from the Chairman 04 Notice of Annual General Meeting 2016 and explanatory notes
• 08 Biographies of Directors standing for election 12 Additional information
• 13 Notes to Notice of Meeting
• 14 Getting to the 2016 Annual General Meeting 14 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 elect Mr John Foley as a Director;
• 4 TO elect Ms Penelope James as a Director;
• 5 TO elect Mr David Law as a Director;
• 6 TOelect Lord Turner as a Director;
• 7 TO elect Mr Tony Wilkey as a Director;
• 8 TO re-elect SirHoward Davies as a Director;
• 9 TO re-elect Ms AnnGodbehere as a Director;

• 10 TO re-elect Mr Paul Manduca as a Director;

• 11 TO re-elect Mr Michael McLintock as a Director;

• 12 TO re-elect Mr KaikhushruNargolwala as a Director;
• 13 TO re-elect MrNicolaosNicandrou as a Director;
• 14 TO re-elect Mr AnthonyNightingale as a Director;
• 15 TO re-elect Mr Philip Remnant as a Director;
• 16 TO re-elect Ms Alice Schroeder as a Director;
• 17 TO re-elect Mr Barry Stowe 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 Audit Committee to determine the amount of the auditor's remuneration;

• 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 for inspection 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, Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1P 3EE, from 10.45am on Thursday 19 May 2016 until the conclusion of the Meeting:

• copies of the service contracts between the Prudential Group and the Executive Directors; and
• copies of the letters of appointment and terms and conditions 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.

Prudential plc Laurence PountneyHill London EC4R 0HH

11 April 2016

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 Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00am London time (6.00pm Hong Kong/Singapore time) on Thursday 19 May 2016. The formalNotice of Meeting together with the explanatory notesisset out on pages 4 to 7.

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 time) on Tuesday 17 May 2016 or, for persons holding an interest in sharesthrough CDP, on Wednesday 11 May 2016. Detailed instructionsfor completing and returning the Form of Proxy can be found in the notes on page 13.

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 2015 Annual Report online, it is available on the Company's website www.prudential.co.uk

You may notice that a resolution to approve a final dividend is not being put to shareholdersthis year. In order to ensure that the Company can continue to count itsshare capital in calculating its Tier 1 capital for the purposes of the Solvency II regime, in force from 1 January 2016, Prudential will now make all dividend payments asinterim dividends. Interim dividends do not need shareholder approval and so no resolution isrequired. Prudential announced a second interim dividend of 26.47 pence pershare and a special dividend of 10 pence pershare on 9 March 2016. Details of the Company's dividends, including payment dates can be found on our 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 is hereby given that the 2016 Annual General Meeting (the Meeting) of Prudential plc (the Company), incorporated and registered in England and Wales (registered number 1397169), will be held in the Churchill Auditorium at Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 19 May 2016 at 11:00 am 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 consider the Accounts for the financial year ended 31 December 2015 together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those Accounts (the Annual 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 on 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'sregistrar, Equiniti, by calling 0371 384 2035 and quoting their Shareholder ReferenceNumber which can be found on each shareholder's Form of Proxy. Forshareholdersin Singapore, copies of the Annual Report are also available for collection from CDP.

Resolution 2:

TO approve the Directors' Remuneration Report for the year ended 31 December 2015.

Asin previous years,shareholders will have the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 December 2015.

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 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 106 to 108 of the Annual Report and the full version is available on the website. The Directors' Remuneration Report isset out in full on pages 101 to 129 of the Annual Report. The Annual Report is available to view on the Company's website www.prudential. co.uk

Resolutions 3 to 18:

Election and re-election of Directors

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

In accordance with the provisions of theUK CorporateGovernance Code, all Directors appointed since the last AnnualGeneral Meeting of the Company and still on the Board will offer themselvesfor election and all incumbent Directors will offer themselvesfor re-election at the Meeting. Alistair (Alexander) Johnston will notstand for re-election as he will retire at the conclusion of this 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 the Board retainsits effectiveness. 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 oftheNon-executive Directors continuesto be effective and that their experience and performance meet the demands of the businessin line with the strategy of the Company.

Ms AnnGodbehere has completed an eight year term as aNon-executive Directorsince her initial election by

shareholdersin 2008 and has been invited to serve as aNon-executive Director for a further term, following rigorousreview in accordance with the requirements of the UK CorporateGovernance Code.

For the purposes of theUK Corporate Governance Code, allNon-executive Directors are considered by the Board to be independent in character and judgement and to have met the criteria for independence asset out in theUK Code. ForHK Listing Rules purposes, the Company will consider Mr David Law independent from 1 July 2016, the date one year after hisretirement from PwC. The Company hasreceived confirmation of independence from each of the other Non-executive Directors asrequired by the HK Listing Rules.

• 3 TO elect Mr John Foley as a Director;
• 4 TO elect Ms Penelope James as a Director;
• 5 TO elect Mr David Law as a Director;
• 6 TO elect Lord Turner as a Director;
• 7 TO elect Mr Tony Wilkey as a Director;
• 8 TO re-elect Sir Howard Davies as a Director;
• 9 TO re-elect Ms Ann Godbehere as a Director;
• 10 TO re-elect Mr Paul Manduca as a Director;
• 11 TO re-elect Mr Michael McLintock as a Director;
• 12 TO re-elect Mr Kaikhushru Nargolwala as a Director;
• 13 TO re-elect Mr Nicolaos Nicandrou as a Director;
• 14 TO re-elect Mr Anthony Nightingale as a Director;
• 15 TO re-elect Mr Philip Remnant as a Director;
• 16 TO re-elect Ms Alice Schroeder as a Director;
• 17 TO re-elect Mr Barry Stowe as a Director;
• 18 TO re-elect Mr Michael Wells as a Director;

Resolution 19:

TO re-appoint KPMG LLP as the Company's auditor until the conclusion of the next general meeting at which the Company'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 2017 Annual General Meeting.

Resolution 20:

TO authorise the Audit Committee on behalf of the Board to determine the amount of the auditor's remuneration.

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

Resolution 21:

Political donations

THAT the Company, 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 for the purposes of Sections 366 and 367 of the Companies Act 2006 (the 2006 Act) to make donations to political organisations other than political parties and to incur political expenditure (as such terms are defined in Sections 363 to 365 of the 2006 Act) up to a maximum aggregate sum of £50,000, as follows:

• (a) Such authority shall, unless renewed, varied or revoked by the Company at a general meeting prior to such time, expire at the conclusion of the Company's 2017 Annual General Meeting; and
• (b) The Company may enter into a contract or undertaking under this authority prior to its expiry, which contract or undertaking may be performed wholly or partly after such expiry, and may make donations to political organisations other than political parties and incur political expenditure in pursuance of such contracts or undertakings as if the said authority had not expired.

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

The Company has no intention of changing its current practice of not making donations to political parties or to independent election candidates and will not do so without the specific endorsement of its shareholders.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 pursuant to Article 14 of the Company's Articles of Association, the authority conferred on the Directors by Article 14 of the Company's Articles of Association to allot generally and unconditionally relevant securities be renewed in respect of equity securities (as defined in section 560(1) of the 2006 Act) for a period expiring at the earlier of 30 June 2017 and the conclusion of the Company's 2017 Annual General Meeting and for a maximum aggregate nominal amount of:

• (A) £25,726,782 such amount to be reduced to the extent that any allotment or grant is made under paragraph (B) so that in total no more than £42,835,092 can be allotted under paragraphs (A) and (B);
• (B) £42,835,092 such amount to be reduced to the extent that any allotment or grant is made under paragraph (A) so that in total no more than £42,835,092 can be allotted under paragraphs (A) and (B) in connection with an offer or invitation:
• (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 of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions 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 under the laws of, any territory or any other matter; and

(C) the amount allotted pursuant to the terms of any share scheme of the Company or any of its subsidiary undertakings adopted prior to or on the date of this 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. The Company isseeking the same authority to allot aslast year: an authority 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 ofshareholders to do so. The Directors have no immediate plansto make use of this authority. This renewed authority complies withUK institutional investment guidelines and will expire at the earlier of 30 June 2017 and the conclusion of the 2017 AnnualGeneral Meeting.

Thisresolution needsto comply with the requirements of theHK Listing Rules as a result of the Company'slisting on theHong Kong Stock Exchange, and as a consequence, resolution 22 isseparated into two sectionsrelating to different tranches of the Company'sissued ordinary share capital, which when taken together cover an aggregate nominal amount equal to £42,835,092 representing approximately 856,701,849 ordinary shares. This amount is approximately 33.3 per cent of the issued ordinary share capital of the Company as at 1 April 2016, 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 authorises the Directorsto make Allotments of an aggregate nominal amount equal to £25,726,782 (representing approximately 514,535,645 ordinary sharesin 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 theHK Listing Rules, represents approximately 20 per cent of the issued ordinary share capital as at 1 April 2016.

Paragraph (B) of resolution 22 authorises the Directorsto make Allotments of an aggregate nominal amount equal to £42,835,092 (representing approximately 856,701,849 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 13.3 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 theHKListing Rules which do not permitthe Directorsto 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 theHK Listing Rulesfor the Directorsto make Allotments pursuant to the Company's share schemes or those of itssubsidiary undertakings. The Directorsintend to use the authoritiessought 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 allot relevant securities up to a total nominal value of £25,726,782 pursuant to paragraph (A) of resolution 22 set out above be extended by the addition of such number of ordinary shares of five pence each representing the nominal amount of the Company's share capital repurchased by the Company under the authority granted pursuant to resolution 25 set out below, to the extent that such extension would not result in the authority to allot shares or grant rights to subscribe for or convert securities into shares pursuant to resolution 22 exceeding £42,835,092.

As permitted by theHK Listing Rules, 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 shares repurchased 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 pursuant to Article 15 of the Company's Articles of Association, the Directors be and are hereby authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the power conferred on the Directors by Article 15 of the Company's Articles of Association and/or to sell any ordinary shares held by the Company as treasury shares for cash as if Section 561 of that Act did not apply to such allotment or sale, for a period expiring at the earlier of 30 June 2017 and the conclusion of the Company's 2017 Annual General Meeting and provided that the maximum aggregate nominal amount of equity securities that may be allotted or sold pursuant to the authority under Article 15(b) is £6,431,695.

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 of Chapter 6 of Part 18 of the 2006 Act. As at 1 April 2016 the Company held no treasury shares.

The authority issought for a maximum nominal value of £6,431,695, representing approximately 128,633,911 ordinary shares in the Company, which is approximately 5 per cent of the total issued ordinary share capital of the Company as at 1 April 2016. 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 2017 and the conclusion of the 2017 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 the Company be and is hereby generally and unconditionally authorised, in accordance with Section 701 of the 2006 Act, to make one or more market purchases (within the meaning of Section 693(4) of the 2006 Act) of its ordinary shares in the capital of the Company, provided that:

(a) Such authority to be limited:

• i. to a maximum aggregate number of 257,267,822 ordinary shares;
• ii. by the condition that the 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 equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is contracted to be purchased; and
• b. 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, in each case exclusive of expenses;
• (b) Such authority shall, unless renewed, varied or revoked prior to such time, expire at the earlier of 30 June 2017 and the conclusion of

the Company's 2017 Annual General Meeting, save that the Company may before such expiry make a contract or contracts to purchase ordinary shares under the authority hereby conferred which would or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the power conferred hereby had not expired; and

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

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 of shareholders generally.No purchases of shares would be conducted on theHong 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 £12,863,391, representing 257,267,822 ordinary shares which is approximately 10 per cent of the Company'sissued share capital as at 1 April 2016, 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 earlier of 30 June 2017 and the conclusion of the Company's 2017 Annual General Meeting.

A waiver from strict compliance with Rule 10.06(5) of theHK Listing Rules was granted by theHong Kong Stock Exchange on 4 May 2010 (and updated on 24 February 2016).Under Rule 10.06(5) of theHK Listing Rules, 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 theHK Listing Rules has been amended such thatshares 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 employee share scheme, for example, shall not, for the purposes of theHK Listing Rules, constitute a new issue ofshares and shall not require a new listing application to be made.

The Company has options and awards outstanding over 34,109,624 ordinary shares, representing 1.33 per cent of the Company's ordinary issued share capital as at 1 April 2016 (the latest practicable date prior to the publication of thisNotice). If the existing authority given at the 2015 Annual General Meeting and the authority sought by thisresolution 25 were to be fully used these outstanding options would represent 1.66 per cent of the Company's ordinary issued share capital.

Resolution 26:

Notice for general meetings THAT a general meeting other than an Annual General Meeting may be called on not less 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 Company's 2017 AnnualGeneral Meeting when it isintended that a similar resolution will be proposed.

By order of the Board of Directors

Alan F Porter

Group General Counsel and Company Secretary

11 April 2016

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

Michael Andrew Wells(Group Chief Executive), Nicolaos AndreasNicandrou ACA, John William Foley, Penelope Jane James ACA, MichaelGeorge Alexander McLintock, Barry Lee Stowe, and Tony Paul Wilkey

Non-executive Directors

SirHoward John Davies, Ann FrancesGodbehere FCPA FCGA, Alexander (Alistair) Johnston CMGFCA, David John Alexander Law ACA, Kaikhushru ShiavaxNargolwala FCA, Anthony John LiddellNightingale CMGSBS JP, TheHon. Philip John Remnant CBE FCA, Alice Davey Schroeder and Jonathan Adair Lord Turner

For the purposes of theUK Corporate Governance Code, all theNon-executive Directors are considered by the Board to be independent in character and judgement and to have met the criteria for independence asset out in theUK Code. For theHK Listing Rules purposes, the Company will consider Mr David Law independent from 1 July 2016, the date one year after hisretirement from PwC. The Company hasreceived confirmation of independence from each of the other Non-executive Directors asrequired by theHK Listing Rules.

Paul Manduca, Chairman

Appointment: October 2010 Chairman: July 2012 Committees:Nomination (Chair) Age: 64

Paul isthe Chairman of the Board.He initially joined the Board asthe Senior Independent Director and member of the Audit and Remuneration Committees, and latterly, the Nomination Committee.

Relevant skills and experience

Paul retired as Chairman of JPM European Smaller CompaniesInvestment 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 Bridgewell

Group plc until 2007 and a director of Henderson 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.

Other appointments

Paul is a member of the SecuritiesInstitute and Chairman ofHenderson Diversified Income Limited. In 2015, Paul became Chairman of TheCityUK's Advisory Council and Chairman of the Templeton Emerging Markets Investment Trust (TEMIT).

Michael Wells, Group Chief Executive

Appointment: January 2011 Group Chief Executive: June 2015 Age: 56

Mike isGroup Chief Executive, a position he has held since June 2015.

Relevant skills and experience

Mike joined JacksonNational Life Insurance Company (Jackson), theNorth American unit of Prudential, in 1995, and became Chief Operating Officer and Vice-Chairman in 2003. In 2011 he was appointed President and Chief Executive Officer of Jackson, and joined the Board of Prudential.

Mike began his career at the brokerage house Dean Witter going on to become a managing director at Smith Barney Shearson. At Jackson, Mike wasresponsible for the establishment of the broker-dealer networkNational Planning Holdings and the development of Jackson's market-leading range of variable annuities.He was also part of the Jackson teamsthat purchased and successfully integrated a savings institute, three broker dealers and two life companies.

Executive Directors

Nicolaos Nicandrou ACA Chief Financial Officer

Appointment: October 2009

Age: 50

Nic is Chief Financial Officer, a position he has held since October 2009.

Penelope James ACA Group Chief Risk Officer Appointment: September 2015

Penny istheGroup Chief Risk Officer, a position she has held since September 2015.

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

Age: 55

in 1999.

Age: 58

Barry Stowe Executive Director Appointment:November 2006

Barry is Chairman and Chief Executive Officer of theNorth American BusinessUnit, a position he has held since June 2015. The North American BusinessUnit comprisesJackson, Curian Capital,

JacksonNational Asset

Relevant skills and experience Penny joined Prudential in 2011 asthe Director ofGroup Finance, a position she held until her

Age: 46

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.

appointment to the Board. Before joining Prudential, PennywasGroup Chief Financial Officer of Omega InsuranceHoldings, a company formerly listed on the Main Market of the London Stock Exchange. She previously held a number ofsenior finance positions during her 12 yearswith Zurich Financial Services, most recently serving as Chief Financial Officer of theUKGeneral InsuranceDivision.Pennyqualified

as a chartered accountant with Coopers&Lybrand Deloitte (now partofPwC)priortojoiningZurich.

Other appointments In January 2015, Penny was appointed as a non-executive director of AdmiralGroup plc

and is a member of Admiral's

October2015.Before joining Prudential,hespentthreeyearswith NationalAustraliaBank asGeneral Manager,GlobalCapitalMarkets. Johnbeganhis career atHillSamuel & Co. Limited where, over a 20-yearperiod,heworkedinevery division ofthe bank, culminating in seniorrolesin risk, capitalmarkets and treasury ofthe combined TSB

andHill Samuel Bank.

March 2012.He has been a member of the Finance Committee of the MCC since October 2005. Michael was appointed to the Takeover Appeal Board on 1 March 2016.

audit committee.

Treasurerin2001.Hewas appointed Chief Executive, Prudential Capital, and to theGroup Executive Committee in 2007. John was appointedGroup Chief Risk Officer and joined the Prudential plc Board in 2011. In 2013, he was appointed to the new role ofGroup Investment Director, leaving the Board but remaining a member of theGroup Executive Committee.He was appointedasInterimChiefExecutive ofPrudentialUK&Europe in

Relevant skills and experience Michael joined M&Gin 1992.

He also served on the Board of Close Brothers as aNon-executive Director from 2001 to 2008.

Other appointments

Michael has been a Trustee of the Grosvenor Estate since October 2008 and was appointed as a non-executive director of GrosvenorGroup Limited in

Management, PPM America and National PlanningHoldings.

Relevant skills and experience Barry wasthe Chief Executive of Prudential Corporation Asia from October 2006 to June 2015. Before joining Prudential, Barry was President, Accident &Health Worldwide for AIGLife Companies.He joined AIGin 1995 after having held senior positions at

Relevant skills and experience Tony joined Prudential in 2006 as Chief Executive of Prudential Corporation Asia's network of life insurance operationsin Asia across 12 markets, a position he held until his appointment to the Board.Under Tony'sleadership, Prudential'slife insurance operations grew into significant market-leading positions.

Pan-American Life and Willisin theUnited States.

Other appointments Barry is a member of the Board of Directors of the International Insurance Society.

Before he joined Prudential, Tony served as Chief Operating

Officer of American International Assurance (AIA), based in Hong Kong, overseeing AIA'slife companiesin South-east Asia.

Non-Executive Directors

The Hon. Philip Remnant

CBE FCA Senior Independent Director

Appointment: January 2013

Age: 61

Committees: Audit,Nomination and Remuneration

Relevant skills and experience Philip was a senior adviser at Credit Suisse until December 2013. Philip

Sir Howard Davies Non-executive Director

Appointment: October 2010

Age: 65

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.

Ann Godbehere FCPA FCGA Non-executive Director

Appointment: August 2007

Age: 60

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 rolesrising

David Law ACA Non-executive Director

Appointment: September 2015

Age: 56 Committees: Audit

Relevant skills and experience David began his career at PwC, where he worked in a variety of rolesin theUnited Kingdom, Switzerland andHong Kong.

Kaikhushru Nargolwala FCA Non-executive Director

Appointment: January 2012 Age:65

Committees:RemunerationandRisk

Relevant skills and experience

Kai was a non-executive director of Singapore Telecommunications Limited until July 2015.He was also non-executive Chairman of Credit Suisse Asia Pacific until December 2011, having joined Credit Suisse in 2008 as a member of the Executive Board andCEOoftheAsia Pacific

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 of Northern Rock plc from 2008 to 2010, and from 2007 to 2012 was Chairman of the Shareholder Executive.

SirHoward was previously Chairman of the PhoenixGroup and an independent director of Morgan Stanley Inc.

Other appointments SirHoward is Chairman of the Royal Bank of Scotland and a Professor at Institut d'Études Politiques(Sciences Po).He is Chairman of the International Advisory Board of the China Securities Regulatory Commission and a member of the International

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

He wastheGlobal Leader of PwC's insurance practice, a Partner in PwC'sUK firm and worked asthe LeadAudit Partnerformultinational insurance companies until his retirement on 30 June 2015. David has also been responsible for PwC'sinsurance and investment management assurance practice in London and the firm's Scottish assurance division.

Other appointments

Philip is a DeputyChairman 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 alsoChairman ofCity of London Investment Trust plc (since 2011). Philip isChairman of M&GGroup Limited, a subsidiary of theCompany.

Advisory Board of the China Banking Regulatory Commission.

Rock. She was also a Director of Atrium UnderwritingGroup Limited and Atrium Underwriters Limited (until March 2014), as well as ArdenHoldings Limited (untilNovember 2014).

Other appointments

Ann is a non-executive director of British American Tobacco p.l.c., Rio Tinto plc, Rio Tinto Limited,UBSGroup AGand UBS AG.

Other appointments

David is a Director of L&F Holdings Limited and Chief Executive of L&F Indemnity Limited, the professional indemnity captive insurance group thatservesthe PricewaterhouseCoopers network and its member firms.

region. From1998 to 2007,Kai worked for StandardChartered PLC where hewas aGroup Executive Directorresponsible forAsia Governance andRisk. Priorto that, he spent 19 years atBank ofAmerica and from1990was based inAsia as Group ExecutiveVice President and Head oftheAsiaWholesaleBanking Group. From2004 to 2007, hewas a non-executivedirector atTate&Lyle plc and atVisa International,where he served on theAsia PacificBoard.

Other appointments

Kai is amember oftheBoardofthe

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 AGin April 2013 and became a member of the Singapore Capital Markets Committee of the Monetary Authority of Singapore in January 2014. Kai is also Chairman of Prudential Corporation Asia Limited, a subsidiary of the Company.

Anthony Nightingale CMG SBS JP Non-executive Director

Appointment: June 2013

Age: 68

Committees: Remuneration (Chair) andNomination

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 of senior positions before joining the Board of Jardine Matheson Holdingsin 1994.

Other appointments

Anthony is now a non-executive director of Jardine Matheson Holdings 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 ofAstra International and a non-executive director of SchindlerHolding Limited, Vitasoy InternationalHoldings Limited and ShuiOn Land Limited.

From September 1993 she worked at variousinvestment banksleading teams of analystsspecialising 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.

He is aHong Kong representative to the APEC Business Advisory Council and Chairman of The Hong Kong-APEC Trade Policy StudyGroup.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 oftheUK-ASEAN BusinessCouncilAdvisory Panel and a non-officialmember ofthe Commission on Strategic DevelopmentinHongKong.

Other appointments

Alice is a non-executive director of Bank of America Merrill Lynch International, CEO and Chairman ofWebTunerCorp. and amember of WomenCorporateDirectors.

Lord Turner Non-executive Director

Appointment: September 2015

Age: 60

Committees: Risk

Relevant skills and experience Lord Turner began his career with McKinsey & Co, where he advised companies across a range of industries.He hasserved as Director-General of the

Confederation of British Industry, Vice-Chairman of Merrill Lynch Europe, Chairman of the Pensions Commissionandas anon-executive director of Standard Chartered Bank. Lord Turner was Chairman of theUK's Financial Services Authority (FSA), a member of the international Financial Stability Board and a non-executive director of the Bank of England between 2008 and 2013.

Other appointments

Lord Turner has been a crossbench member of the House of Lordssince 2005.He is also a non-executive director of OakNorth Bank, Chairman of the Institute forNew Economic Thinking, a Visiting Professor at both the London School of Economics and the Cass Business School, and a Visiting Fellow at Nuffield College, Oxford University.

None of the Directorsstanding for election or re-election has any relationship with any other Director, member ofsenior management orsubstantial or controlling shareholder of the Company. The biographical information in respect of each of these Directors complies with the disclosure requirements asset out in the HK Listing Rules. Assuch, there are no other mattersthat need to be brought to the attention of holders ofsecurities of the Company and no other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of theHK Listing Rules.

Current basic annualfeesforNon-executive Directors are £94,000 with additional fees for ordinary membership or chairmanship of a Board Committee asfollows:

Committee	Ordinary membership £	Chairmanship £
Audit	27,500	70,000
Nomination	10,000	–
Risk	27,500	65,000
Remuneration	27,500	60,000

Paul Manduca isthe Chairman of the Company.He receives an annual fee of £700,000, which includes his Committee duties. 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 of the pay budgetsfor the wider workforce and external market reference pointsto provide context.

The current basic salaries of J W Foley, P J James, M GA McLintock,NANicandrou, B L Stowe, M A Wells and T Wilkey are £750,000, £618,000, £406,000, £725,000,US\$1,133,000, £1,103,000 andHK\$9,070,000 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 101 to 129 of the Annual Report.

Interests in the share capital of the Company

As at 1 April 2016, being the latest practicable date prior to the publication of this document, the Directors held the following interestsin the ordinary share capital of the Company. These interests include shares acquired under the Share Incentive Plan, deferred annual incentive awards and interestsin shares awarded on appointment. All interests are beneficial. For further information please refer to the Directors' Remuneration Report in the Annual Report.

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

Directors' interests in shares, options and awards

	Interests in ordinary	Interests in ordinary shares under	Option exercise price	Option exercise
	shares	option	£	periods
HJ Davies	8,730	n/a	n/a
A FGodbehere	15,914	n/a	n/a
J W Foley	264,414	998	9.01	1 Dec 16 – 31 May 17
		779	11.55	1 Dec 17 – 31 May 18
P J James	25,977	1,620	11.11	1 Dec 18 – 31 May 19
A D K Johnston	10,000	n/a	n/a
P V F S Manduca	42,500	n/a	n/a
M GA McLintock	195,229	2,622	11.55	1 Dec 19 – 31 May 20
D J A Law	3,327	n/a	n/a
K SNargolwala	70,000	n/a	n/a
NANicandrou	283,268	3,268	4.66	1 Dec 16 – 31 May 17
		1,311	11.55	1 Dec 19 – 31 May 20
A J LNightingale	30,000	n/a	n/a
P J Remnant	6,916	n/a	n/a
A Schroeder	8,500	n/a	n/a
B L Stowe	347,162	n/a	n/a
Lord Turner	2,000	n/a	n/a
M A Wells	532,179	1,620	11.11	1 Dec 18 – 31 May 19
T P Wilkey	153,386	n/a	n/a

• 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 17 May 2016. 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 11 May 2016 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 0371 384 2035 or ComputershareHong Kong on +852 2862 8555. Please contact +44 121 415 7026 for the Equiniti overseas helpline if you are calling from outside theUK. 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 otherinstrument 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 6DAno laterthan 11.00am London time (6.00pm HongKong/Singapore time) on Tuesday 17 May 2016 or atComputershareHongKong Investor Services Limited, 17M Floor,HopewellCentre, 183 Queen's Road East,WanChai,HongKong no laterthan 11.00am London time (6.00pm HongKong/Singapore time) on Tuesday 17 May 2016. Shareholders who hold theirshares on the Irish branch registershould return their completed proxiestoCapitaAsset Services Shareholdersolutions(Ireland), PO Box 7117, Dublin 2, Ireland or by hand (during normal business hours)to CapitaAsset Services Shareholdersolutions(Ireland), 2GrandCanal Square, Dublin 2, Ireland so asto be received no laterthan 11.00am London time on Tuesday 17 May 2016.Any person holding an interest in sharesthroughCDP mustsubmit the completed Form of Proxy toCDP, and should note thatCDP must receive voting instructions by 5.00pm Singapore time onWednesday 11 May 2016 to allow it to collate voting instructionsfor onward transmission toComputershare HongKong, theHongKong 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 as to 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 17 May 2016, (1.00am Hong Kong time on Wednesday 18 May 2016) (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 11 May 2016 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 2016 (being the latest practicable day prior to the publication of thisNotice) the Company's issued share capital consists of 2,572,678,226 ordinary shares, carrying one vote each. Therefore, the total voting rightsin the Company as at 1 April 2016 were 2,572,678,226. The Company does not hold any sharesin treasury.
• 1. CREST members who wish to appoint a proxy or proxiesthrough the CREST electronic proxy appointmentservice may 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 17 May 2016. 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 not make 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, or sponsored 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/2016
• 1. 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.

Annual General Meeting

The Prudential plc 2016 AnnualGeneral Meeting will be held at:

Churchill Auditorium, Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00am London time (6.00pm Hong Kong/Singapore time) on Thursday 19 May 2016.

TheNotice of Meeting and all other details for the AnnualGeneral Meeting are available on our website www.prudential.co.uk/investors/ shareholder-centre/agminformation/2016

Special arrangements have been made to help shareholders who are in any way physically disabled or those who are hard of hearing.

Queen Elizabeth II Conference Centre operates a security system. Cameras and recording devices are not permitted in the auditorium.

By Underground

The nearest tube stations are St James's Park and Westminster on the District and Circle lines. Westminster is also on the Jubilee line.

By Bus Busroutes 24, 11 and 211 allstop nearby.

Shareholder enquiries

For enquiries aboutshareholdings, including dividends and lostshare certificates, please contact the Company Registrars:

By post

Equiniti Limited AspectHouse Spencer Road Lancing West Sussex BN99 6DA

By telephone

Tel 0371 384 2035 Fax 0371 384 2100 Textel 0371 384 2255 (for hard of hearing)

Lines are open from 8.30am to 5.30pm (UK), Monday to Friday. International shareholders Tel: +44 121 415 7026

Dividend mandates

Shareholders may 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 cash dividend mandate form. Alternatively,shareholders may download the form from www.shareview.co.uk/4/Info/Portfolio/ Default/en/Home/Shareholders/ Documents/MandateForm.pdf

If you are an overseasshareholder then you may be able to make use of the overseas paymentservice provided by Equiniti which enables your dividendsto be paid in local currency direct to your bank account. To obtain further information about this service please contact Equiniti on the number above or alternatively visit www.shareview.co.uk/4/Info/Portfolio/ Default/en/Home/Shareholders/Pages/ Overseas-Payment-Service.aspx

2015 Second Interim and Special Dividend timetable

The timetable for the 2015 second interim dividend and special dividend is asfollows:

9 March 2016

Announcement of 2015 full year audited results and dividend

24 March 2016

Ordinary shares quoted ex dividend in the UK, Ireland,Hong Kong and Singapore

29 March 2016

Record date for the 2015 second interim dividend and special dividend

20 May 2016

Dividend payment date in theUK, Ireland andHong Kong

27 May 2016 (on or about)

Dividend payment date in Singapore

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 of the DRIP and the timetable are available at www.shareview. co.uk/4/Info/Portfolio/Default/en/ Home/Products/Pages/Dividend-Reinvestment-Plans.aspx

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 whenever shareholder documents are available on the Company's website. When registering, shareholders will need their Shareholder ReferenceNumber 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.

How to manage shareholdings

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, andCompany history factsheets;
• A choice of contact methods: email, phone or post.

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

Corporate Sponsored Nominee Account

Prudential now offers a Corporate SponsoredNominee Account (CSN) that will allow shareholders based in the EEA to hold their Prudentialsharesin an electronic format. Further information on the CSN can be found at www.shareview.co.uk

To join the CSNsimply contact Equiniti on 0371 384 2035 for a Transfer Form. Complete and return it with yourshare certificatesto the addressstated on the form.

Further information, including the full Terms and Conditions, can be found online at www.shareview.co.uk/info/csn or alternatively you can speak to someone at Equiniti on 0371 384 2035.

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 0371 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 0345 603 7037 between 8.30am and 5.30pm, Monday to Friday, and for internet saleslog on to www.shareview.co.uk/ dealing

Change to Dividend tax vouchers

Income Tax: changes to dividend taxation

TheUKGovernment has announced that from 6 April 2016 the Dividend Tax Credit will be replaced by a new tax-free Dividend Allowance for Shareholderssubject toUK income tax. This will be in the form of a 0% tax rate on the first £5,000 of dividend income per year.UK residents will pay tax on any dividendsreceived over the £5,000 allowance at the following rates:

• 7.5%on dividend income within the basic rate (20%) band
• 32.5% on dividend income within the higher rate (40%) band
• 38.1% on dividend income within the additional rate (45%) band

Dividends paid on shares held within pensions and Individual Savings Accounts (ISAs) will continue to be tax free.

Further information is available from HMRC.

IMPORTANT: You will be required to retain details of any dividend payments you receive and complete Tax Returns where required. For further advice please contact a tax or financial advisor who in theUK must be authorised by the Financial Conduct Authority.

ShareGift

Shareholders who only have a small number ofshares, the value of which makes them uneconomic to sell, may wish to consider donating them to ShareGift (RegisteredCharity 1052686). The relevant share transfer form may be downloaded from our website www.prudential.co.uk/ prudential-plc/investors/shareholder_ services/forms or from Equiniti. Further information about ShareGift may be obtained on +44 (0)20 7930 3737 or from www.ShareGift.org

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 accounts should be directed to J.P. Morgan, the authorised depositary bank, at J.P. Morgan Chase Bank,N.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.

Prudential public limited company Incorporated and registered in England and Wales

Registered office Laurence Pountney Hill London EC4R 0HH Registered number 1397169

www.prudential.co.uk

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