Prudential PLC — Capital/Financing Update 2013

Dec 16, 2013

APPLICATION FOR ADMISSION OF SECURITIES TO THE OFFICIAL LIST

Admission to the official list must be simultaneous with admission to trading on an RIE's market for listed securities. You will need to complete the relevant RIE's application form to apply for admission to trading.

† - Indicates a section that is mandatory for all applications. Sections that do not apply should be struck-through as necessary.

(Note; Italicised terms have the same meaning as given in the Listing Rules.)

To: The FCA

1

Date: I 3 December 2013

Prudential plc (the applicant) hereby applies for the securities described below to be admitted to the official list.⁺

Amounts and descriptions of securities for which application is now being made (include distinctive numbers if any). Where the securities are to be issued under a programme, give a description of the programme and the maximum amount (if any) of securities which may be listed at any one timet:

£700,000,000 5.70 per cent Dated Tier 2 Notes due 2063

Where application is made for the listing of securities without a prospectus, we confirm that a prospectus is not required pursuant to the Financial Services and Markets Act 2000 (the "Act") for the reasons set out below (please ensure a sufficiently detailed explanation is given as to why the relevant exemptions apply):

Public offer (see section 85 of the Act: quote relevant sub- section of PR 1.2.2R, the relevant part of section 86 of the Act, or the relevant part of Schedule 11A of the Act, and give the reason for the application of that exemption, or confirm the transaction falls outside of the scope of the definition of an offer as defined in the Prospectus Rules).	N/A
Admission to trading on a regulated market (see section 85 of the Act: quote the relevant sub-section of PR1.2.3R, or the relevant part of Schedule 11A of the Act, and give the reason for the application of that exemption).	N/A
Furthermore we confirm that between the date of this application form and the date of $\mu$ is the contraction that would otherwise require the publication of a

admission we will not take any action that would other prospectus in respect of the securities the subject of this application. $N/A$

Where listing particulars would ordinarily be required in respect of the application but have not been prepared please confirm they are not required and the reason(s) why:

$N/A$

The ISIN code(s) for each security to be admitted;:

XS1003373047

Type of issue for which application is being made: (for example: placing; rights issue; block listing; issuance programme)†:

Issuance Programme

For issuance programme applications, please provide a primary contact(s) at the applicant for correspondence in relation to the programme for which admission is being sought:

∣ Name(s):	Elisabeth Wenusch
Position(s):	Deputy Group Treasurer
Email Address(es):	elisabeth.wenusch@prucap.co.uk
Contact Telephone Number(s):	+44 20 7548 3538

Please confirm which set of standards are applicable to the securities for which application is being made:

Note: For new lines of securities please ensure that the relevant listing category has been discussed and agreed with the UKLA Department prior to submitting the application.

Equity Commercial Companies	Equity Closed Ended Investment Funds
Equity Open Ended Investment Companies

Standard (Please tick the relevant box)
Shares		GDRs
Debt	х	Securitised Derivatives
MISC Securities

Please specify on which UK market(s) the applicant has applied to have these securities traded†:

London Stock Exchange's Regulated Market

Please specify where else these securities are, or will be listed and whether the listing(s) are Premium or Standard (if such a distinction is made)t:

N/A

Which EEA State do you regard as your home member state for the purposes of the Transparency Directive (2004/109/EC):

Queries in relation to this question should be directed to; 020 7066 8352

United Kingdom
Account/Audit Information†
Accounting Standards used by applicant	International Financial Reporting Standards
Auditing Standards used by applicant	International Standards on Auditing (UK and Ireland)

Information to be provided by a public sector issuer that seeks admission of securities without a prospectus*
Series Number:	N/A
Issue Price:	N/A
Specified Denominations:	N/A
Issue Date:	N/A
Maturity Date:	N/A
Form of Securities:	N/A
Listing:	N/A
ISIN:	N/A المالمن ويتمار والمنافذ والمنافذ والمنافذة والمنافذة والمنافذة والمنافذة والمنافذة والمنافذة والمنافذة والمنافذة

*Where this information is already set out in some other document describing the issue (such as final terms) it is sufficient to simply attach that document.

Confirmation

We acknowledge our obligations arising under the listing rules and the legal implications of listing under the Act. Accordingly, we confirm that:

all the requirements for listing in the listing rules, which are required to be fulfilled before the $\mathbf{1}_{\mathbf{r}}$ application is to be considered, have been fulfilled in relation to the applicant and the securities for which application is now made (save where otherwise agreed with the FCA);

• all the documents and information required to be included in the application have been or will $2₁$ be supplied in line with the listing rules, and all other requirements of the FCA in respect of the application have been or will be complied with.
• we undertake to comply with the listing rules so far as applicable to the issuer. $3₁$
• we acknowledge the obligation to comply with the requirement to publish a supplementary $\overline{4}$ prospectus or supplementary listing particulars if, at any time after a prospectus or listing particulars have been approved, such document would be required by the Act, the Prospectus Rules or the Listing Rules.
• on admission the securities for which application has been made will be allotted (for equity 5. securities) and in issue (for debt securities) pursuant to the appropriate board resolutions and with the appropriate authority (save in circumstances where the FCA has specifically agreed otherwise including inter alia block listings, applications by open-ended investment companies, applications for the admission of 'up to' amounts).

لاءدينا Elisabeth Wenusch

SIGNED BY 1

Director/company secretary/suitably experienced employee/duly authorised officer, for and on behalf of:

Prudential plc Name of applicant

∣ Application to be heard on†:	113 DECEMBER 2013
' Admission expected to be effective on†:	ING DECEMBER 2013

Name(s) of contact(s) at applicant regarding the application†:	Elisabeth Wenusch
Telephone number(s) of contact(s) at applicant regarding the application†:	$'$ +44 20 7548 3538