Prudential PLC — Capital/Financing Update 2019

Jul 8, 2019

1

PRUDENTIAL PLC

£10,000,000,000

Medium Term Note Programme

Series No: 41

Tranche No: 1

£300,000,000 3.875 per cent. Resettable Dated Tier 2 Notes due 20 July, 2049

Issued by

PRUDENTIAL PLC

(LEI: 5493001Z3ZE83NGK8Y12)

Issue Price: 99.525 per cent.

The date of the Final Terms is 8 July, 2019.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 12 June, 2019 (the "Prospectus") which constitutes a base prospectus for the purposes of Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. A summary of the Notes (which comprises the summary in the Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE (AS AMENDED OR MODIFIED FROM TIME TO TIME, THE "SFA") – Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all persons, including all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

1.	(i)	Series Number:	41
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
2.		Specified Currency:	Sterling ("£")
3.		Aggregate Nominal Amount of Notes
		- Tranche:	£300,000,000
		- Series:	£300,000,000
4.		Issue Price of Tranche:	99.525 per cent. of the Aggregate Nominal Amount
5.	(i)	Specified Denomination(s):	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000.
			No Notes in definitive form will be issued with a denomination above £199,000.
	(ii)	Calculation Amount:	£1,000
6.	(i)	Issue Date and Interest Commencement Date:	10 July, 2019
	(ii)	Interest Commencement Date (if different from the Issue Date):	Not Applicable
7.		Maturity Date (to be no earlier than the tenth anniversary of the Issue Date):	20 July, 2049
8.		Interest Basis:	3.875 per cent. Fixed Rate until 20 July, 2024, then calculated in accordance with paragraph 14 below
9.		Redemption/Payment Basis:	Redemption at par
10.		Change of Interest Basis or Redemption/Payment Basis:	Fixed Rate Reset Notes

11.		Call/Substitution Options:	Issuer Call Issuer Optional Substitution
12.	(i)	Status of the Notes:	Dated Tier 2 Notes
	(ii)	Date of Board/Committee approval for issuance of Notes obtained:	11 December, 2018 and 1 July, 2019 respectively

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.		Fixed Rate Note Provisions	Not Applicable
14.		Reset Note Provisions:	Applicable
	(i)	Initial Rate of Interest:	3.875 per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	20 July and 20 January in each year up to and including the Maturity Date, from and including 20 January, 2020
	(iii)	Day Count Fraction:	Actual/Actual (ICMA)
	(iv)	Determination Date(s):	20 July and 20 January in each year
	(v)	Reset Date(s):	20 July, 2024 and each corresponding day and month falling every five years thereafter
	(vi)	Subsequent Reset Reference Rate(s) and	Subsequent Reset Reference Rate: Reference Bond
		Relevant Financial Centre:	Relevant Financial Centre: Not Applicable
	(vii)	Reset Margin:	In respect of the Reset Period commencing on the first Reset Date, 3.500 per cent. per annum (being the "Initial Margin"); and in respect of each successive Reset Period thereafter, 4.500 per cent. per annum (being the sum of the Initial Margin and 1.00 per cent. (the "Step-Up Margin"))
	(viii)	Subsequent Reset Rate Screen Page:	Not Applicable
	(ix)	Mid Swap Maturity:	Not Applicable
	(x)	Reset Determination Date:	1 Business Day prior to each Reset Date

	(xi)	Subsequent Reset Rate Time:	11:00 a.m. (London time)
	(xii)	Mid Swap Rate Replacement:	Not Applicable
	(xiii)	Deferral of Interest:	Optional Interest Deferral
	(xiv)	Dividend and Capital Restriction:	Applicable
15.		Floating Rate Note Provisions:	Not Applicable
16.		Step-Up Rate of Interest:	Applicable from and including 20 July, 2029 to but excluding the Maturity Date
	(i)	Rate of Interest/Margin:	See paragraph 14 above
	(ii)	Method of determination of Rate of Interest:	See paragraph 14 above
	(iii)	Reset Date:	See paragraph 14 above

PROVISIONS RELATING TO REDEMPTION

17.	(a)	Issuer Call:	Applicable
	(i)	Optional Redemption Date(s):	20 July, 2024, 20 July, 2029 and each Interest Payment Date thereafter
	(ii)	Optional Redemption Amount(s):	£1,000 per Calculation Amount
	(iii)	If redemption in part:	Not Applicable
	(b)	Tax Event Redemption:	Not Applicable
	(c)	Tax Event Redemption and Refinancing Option:	Applicable
	(d)	Regulatory Event Redemption:	Not Applicable
	(e)	Regulatory Event Redemption and	Applicable

		Regulatory Event Refinancing Option:
	(f)	Rating Event Redemption:	Applicable
18.		Final Redemption Amount:	£1,000 per Calculation Amount
19.		Early Redemption Amount(s) payable on redemption for taxation reasons (where applicable) or on event of default:	£1,000 per Calculation Amount
20.		Make Whole Redemption Price:	Not Applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
21.		Form of Notes:
	(i)	Form:	Bearer Notes: Temporary Global Note exchangeable for Permanent Global Note which is exchangeal for Definitive Notes only upon an Exchange Eve
	(ii)	New Global Note:	No
22.		Additional Financial Centre(s):	Not Applicable
23.		Talons for future Coupons to be attached to Definitive Notes:	Yes, as the Notes have more than 27 coup payments, Talons may be required if, exchange into definitive form, more than counon naymente are etill to he made

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

• (i) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the FCA and admitted to trading on the London Stock Exchange's Regulated Market with effect from 10 July, 2019.
• (ii) Estimate of total expenses relating to admission to trading: £4,500

2. RATINGS

The Notes to be issued have been assigned the following ratings:

BBB by S&P Global Ratings Europe Limited A3 by Moody's Investors Service Ltd BBB by Fitch Ratings Limited

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. YIELD

Indication of yield: 3.980 per cent. per annum up to the First Reset Date. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

ISIN Code:	XS2025521886
Common Code:	202552188
CFI Code:	See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available

FISN Code: See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available

Not Applicable

Not Applicable

Any clearing system (s) other than DTC, Euroclear and Clearstream, Luxembourg (together with the address of each such clearing system) and the relevant identification number(s):

Names and addresses of additional Paying Agent(s) (if any):

Intended to be held in a manner which would allow Eurosystem eligibility:

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

7. THIRD PARTY INFORMATION

Not Applicable

8. GENERAL

Applicable TEFRA exemption:	D Rules
144A Eligible:	Not 144A Eligible
Prohibition of Sales to EEA Retail Investors:	Applicable
Notes intended to be Qualifying Debt Securities for the purposes of the Income Tax Act, Chapter 134 of Singapore:	No

ANNEX TO THE FINAL TERMS – SUMMARY OF THE ISSUE

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for the Notes and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

	Section A – Introduction and Warnings
Element
A.1	• This summary should be read as an introduction to the Prospectus and the applicable Final Terms.
	• Any decision to invest in the Notes should be based on consideration of the Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.
	• Where a claim relating to the information contained in the Prospectus and the applicable Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
	• Civil liability attaches to the Issuer solely on the basis of this summary, including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus and the applicable Final Terms or following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes.
A.2	Not Applicable: certain Tranches of Notes with a denomination of less than €100,000 (or its equivalent in any other currency) may be offered but only in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus in relation to the relevant offer.
	Issue specific summary:
	Not Applicable; the Notes are issued in denominations of at least €100,000 (or its equivalent in any other currency).

Section B – Issuer
Element	Title
B.1	Legal and commercial name of the Issuer	Prudential plc.
B.2	Domicile and legal form of the Issuer, legislation	The Issuer was incorporated in England and Wales as a private company limited by shares on 1 November, 1978 and

	under which the Issuer operates and country of incorporation	re-registered as a public company limited by shares under the Companies Acts 1948 to 1980 on 20 January, 1982. On 1 October, 1999, it changed its name to Prudential public limited company.
B.4b	Known trends affecting the Issuer and its industry	Not Applicable. There are no particular trends indicated by Prudential.
B.5	Description of the Group and the Issuer's position within the Group	The Issuer is the holding company of all the companies in the Prudential group (the "Prudential Group" or the "Group") and its assets substantially comprise shares in and loans advanced to such companies. It does not conduct any other business and is accordingly dependent on the other members of the Prudential Group and revenues received from them. The Prudential Group is an international financial services group with operations in Asia, the United States, the United Kingdom and Europe and Africa.
B.9	Where a profit forecast or estimate is made, state the figure	Not Applicable. The Issuer has not made any profit forecasts or estimates in the Prospectus.
B.10	Any qualifications in the audit report	Not Applicable. There are no qualifications in the audit reports to the audited consolidated annual financial statements of the Issuer for the financial year ended 31 December, 2017 or the audited consolidated annual financial statements of the Issuer for the financial year ended 31 December, 2018.
B.12	Selected historical key financial information regarding the Issuer plus a statement that there has been no material adverse change in the prospects of the Issuer since the date of its last audited financial statements or a description of any material adverse change and a description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information	The following tables present the profit and loss account and balance sheet data for the years ended 31 December, 2017 and 31 December, 2018. The information has been derived from the Issuer's audited consolidated financial statements audited by KPMG LLP.
	Audited Consolidated Financial Statements		Year ended 31 December
			2018	2017
			£ million (unless otherwise stated)
	Statutory IFRS basis results
		Gross premiums earned	47,224	44,005
		Outward reinsurance premiums	(14,023)	(2,062)
		Earned premiums, net of reinsurance	33,201	41,943
		Investment return	(10,263)	42,189

Other income*	1,993	2,258
Total revenue, net of reinsurance	24,931	86,390
Profit before tax attributable to shareholders	3,635	3,296
Tax charge attributable to shareholders' returns	(622)	(906)
Profit for the year	3,013	2,390
Attributable to:
Equity holders of the Issuer	3,010	2,389
Non-controlling interests	3	1
Supplementary IFRS basis information
Adjusted IFRS operating profit based on longer-term investment returns:
Asia operations	2,164	1,975
US operations	1,919	2,224
UK and Europe operations	1,634	1,378
Other income and expenditure	(725)	(775)
Restructuring costs	(165)	(103)
Adjusted IFRS operating profit based on longer-term investment returns	4,827	4,699
Short-term fluctuations in investment returns on shareholder backed business	(558)	(1,563)
Amortisation of acquisition accounting adjustments	(46)	(63)
(Loss) gain on disposal of businesses and corporate transactions	(588)	223
Profit before tax attributable to shareholders	3,635	3,296
Tax charge attributable to shareholders' returns	(622)	(906)
Profit for the year	3,013	2,390
Operating earnings per share (reflecting adjusted IFRS operating profit based on longer-term investment return)	156.6p	145.2p
* The 2017 comparative results have been re-presented from those previously published for the deduction of certain expenses against revenue following the adoption of IFRS 15, 'Revenue from Contracts with Customers' in 2018.
	Year ended 31 December
	2018	2017
Basic earnings per share	116.9p	93.1p
Shareholders' equity excluding non-controlling interests	£17.2bn	£16.1bn
Dividends per share relating to reporting period:
First interim ordinary dividend	15.67p	14.50p
Second interim ordinary dividend	33.68p	32.50p
Total	49.35p	47.00p

	Dividends per share paid in reporting period:
		Current year first interim ordinary dividend	15.67p	14.50p
		Second interim ordinary dividend for prior year	32.50p	30.57p
		Total	48.17p	45.07p
		Funds under management	£657.3bn	£669.3bn
	The Issuer prepared the above accounts in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union ("EU").
	Statements of no significant or material adverse change There has been no significant change in the financial or trading position of the Issuer and its subsidiaries
	as a whole since 31 December, 2018.
	whole since 31 December, 2018.	There has been no material adverse change in the prospects of the Issuer and its subsidiaries as a
B.13	Recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency	Not Applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to an evaluation of the Issuer's solvency.
B.14	Description of the Group and the Issuer's position within the Group plus dependence upon other Group entities	See item B.5 for the Prudential Group and the Issuer's position within the Prudential Group. The Issuer is the holding company of all the companies in the Prudential Group.
		The Issuer's assets substantially comprise shares in, and loans advanced to, Prudential Group companies. It does not conduct any other business and is accordingly dependent on the other members of the Prudential Group and revenues received from them.
B.15	Issuer's principal activities	The Issuer is the holding company of all the companies in the Prudential Group and was incorporated on 1 November, 1978 under the laws of England and Wales and re-registered as a public company limited by shares on 20 January, 1982.
		The Prudential Group is an international financial services group, with operations in Asia, the United States, the United Kingdom and Europe and Africa. The Prudential Group is structured around three main business units, which are supported by central functions responsible for strategy, cash and capital management, leadership development and succession, reputation management and other core group functions.
B.16	To the extent known to the Issuer, whether the Issuer is directly or indirectly owned or controlled and by whom and the nature of such control	The Issuer is not aware of any person or persons who does or could, directly or indirectly, jointly or severally, exercise control over the Issuer.
B.17	Credit ratings assigned to the Issuer or its debt securities at the request or with the cooperation of the Issuer in the rating process	The Issuer has a short-term/long-term debt rating of P-1/A2 (stable outlook) by Moody's ("Moody's"), A-1/A (stable outlook) by S&P Global Ratings Europe Limited ("Standard & Poor's") and F1/A- (stable outlook) by Fitch Ratings Limited ("Fitch"). The Programme has been rated (P)A2 (Senior Notes) and (P)A3 (Tier 2	Investors	Service Ltd

Notes) by Moody's; A (Senior Notes) and BBB+ (Tier 2 Notes) by Standard & Poor's, and A- (Senior Notes) and BBB (subordinated debt) by Fitch.
Each of Moody's, Standard & Poor's and Fitch is established in the European Union and is registered under the CRA Regulation.
Issue specific summary:
The Notes have been rated A3 by Moody's; BBB by Standard & Poor's and BBB by Fitch. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Section C - Securities
Element	Title
C.1	Description of type and class of the Notes, including any ISIN	The Notes described in this section are debt securities with a denomination of less than €100,000 (or its equivalent in any other currency) or at least €100,000 (or its equivalent in any other currency). The Notes may be Fixed Rate Notes, Floating Rate Notes, Reset Notes, Zero Coupon Notes or a combination of the foregoing.
		Issue specific summary:
		The Notes are £300,000,000 3.875 per cent. Resettable Dated Tier 2 Notes due 20 July, 2049.
		The Notes have a Specified Denomination of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with denomination above £199,000. International Securities Identification Number (ISIN): XS2025521886.
C.2	Currency of the Notes	Subject to compliance with all applicable laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer and the relevant Dealer at the time of issue.
		Issue specific summary:
		The currency of this Series of Notes is Pounds Sterling ("£").
C.5	Restrictions on the free transferability of the Notes	There are no restrictions on the free transferability of the Notes.
C.8	Description of the rights attached to the Notes, including	Notes issued under the Programme will have terms and conditions relating to, among other matters:
	ranking and limitations to those	Payments of interest and repayment of principal:
	rights	Other than Zero Coupon Notes, all Notes confer on a holder thereof (a "Holder") the right to receive interest in respect of each period for which Notes remain outstanding. All Notes confer on a Holder the right to receive repayment of principal on redemption. See below under C.9 for further details.

Ranking:

Issue specific summary:

The Tier 2 Notes will constitute direct, unsecured and subordinated obligations of the Issuer and will rank pari passu without preference among themselves. The rights of the Holders of the Tier 2 Notes against the Issuer to payment of any amounts under or arising from the Notes will, in the event of the winding-up of the Issuer, be subordinated to the claims of all Senior Creditors.

For these purposes, Senior Creditors means any creditors of the Issuer who are unsubordinated creditors of the Issuer (including all policyholders (and including, for the avoidance of doubt, all policyholder claims)).

Negative pledge:

Issue specific summary:

The Tier 2 Notes do not contain a negative pledge.

Taxation:

Payments in respect of all Notes will be made without withholding or deduction of taxes of the United Kingdom, unless the deduction or withholding is required by law. In such an event, the Issuer will, subject to customary exceptions, pay such additional amounts as are necessary in order that the amount received by the Holders after the deduction or withholding shall equal the respective amounts that would have been received in respect of the Notes in the absence of the deduction or withholding. The obligation to pay additional amounts in respect of the Tier 2 Notes applies only in respect of interest payments (and not in respect of any payments of principal).

Events of Default and Default:

Issue specific summary:

The sole remedy against the Issuer available to the Trustee on behalf of the Holders of the Tier 2 Notes or, where the Trustee has failed to proceed against the Issuer as provided in the Conditions, any Holders of the Tier 2 Notes, for recovery of amounts owing in respect of the Tier 2 Notes will be the institution of proceedings for the winding-up of the Issuer and/or proving in such winding-up and/or claiming in the liquidation of the Issuer for such amounts.

Meetings:

The terms of the Notes contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Governing law:

English law

	become payable on redemption of the Tier 2 Notes or, on purchase of the Tier 2 Notes by or on behalf of the Issuer or upon commencement of the winding-up of the Issuer.
	Redemption:
	The terms under which Notes may be redeemed (including, in the case of Senior Notes or dated Tier 2 Notes, the Maturity Date and the price at which they will be redeemed on the Maturity Date as well as any provisions relating to early redemption of the Notes) will be agreed between the Issuer and the relevant Dealer at the time of issue of the relevant Notes. The undated Tier 2 Notes are perpetual securities in respect of which there is no maturity date.
	Issue specific summary:
	Subject to any early redemption, substitution, variation, purchase and cancellation or exchange, the Tier 2 Notes will be redeemed on 20 July, 2049 at 100 per cent. of their nominal amount.
	The Tier 2 Notes may, at the Issuer's election, be redeemed early on 20 July, 2024 at 100 per cent. of their nominal amount.
	The Tier 2 Notes may, at the Issuer's election, be redeemed early at 100 per cent. of their nominal amount and the Notes may, at the Issuer's election, be substituted for, or varied so that they are treated as, Qualifying Tier 2 Capital for regulatory or tax reasons.
	The Tier 2 Notes may, at the Issuer's election be redeemed early at 100 per cent. of their nominal amount upon the occurrence of a Rating Event.
	The Issuer and its Subsidiaries may at any time purchase Tier 2 Notes at any price in the open market or otherwise.
	Except as otherwise indicated to the Issuer by the PRA, any redemption, variation, substitution, conversion or purchase is subject to the Issuer having given prior notice to the PRA and, to the extent required by the capital regulations applicable to the Issuer, the PRA having given its prior approval or consented in the form of a waiver or otherwise to such redemption, variation, substitution, conversion or purchase.
	Any redemption or purchase of the Tier 2 Notes may only be effected if on, and immediately following, the proposed Redemption Date, the Issuer is in compliance with the Regulatory Capital Requirement and the Solvency Condition, the Solvency Capital Requirement and the Minimum Capital Requirement are met and no Insolvent Insurer Winding-up has occurred and is continuing or, in each case, as otherwise permitted by the PRA. The PRA may impose other conditions on any redemption or purchase at the relevant time.
	Representative of holders:
	The Law Debenture Trust Corporation p.l.c. (the "Trustee") will act as trustee for the holders of Notes.
	Indication of yield:
	Indication of yield: 3.980 per cent. per annum up to the First Reset Date. The yield is calculated at the date of issue on the

		basis of the price of issue. It is not an indication of future yield.
C.10	If the Note has a derivative component in the interest payment, a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident.	Not Applicable. Payments of interest on the Notes shall not involve any derivative component.
C.11	An indication as to whether the Notes will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with an indication of the markets in question	Listing: Each Series will be admitted to the Official List of the Financial Conduct Authority (the "FCA") and admitted to trading on the Main Market of the London Stock Exchange. Issue specific summary: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange with effect from 10 July, 2019. Distribution: The Tier 2 Notes are not being offered to the public in any Member State.
C.21	Indication of the market where the Notes will be traded and for which the Prospectus has been published	Each Series will be admitted to the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange. Issue specific summary: Application has been made by the Issuer (or on its behalf) for the Notes to be listed on the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange with effect from 10 July, 2019.

Section D – Risks
Element	Title
D.2	Key information on the key risks that are specific to the Issuer or its industry	• The Issuer's businesses are inherently subject to market fluctuations and general economic conditions. Uncertainty, fluctuations or negative trends in international economic and investment climates could have a material impact on the Issuer's business and profitability. In particular, the adverse effect of such factors could be felt principally through: (a) reduced investment returns reducing the Group's capital and impair its ability to write significant volumes of new business, increase the potential adverse impact of product guarantees and/or have a negative impact on

	its assets under management and profit; (b) higher credit defaults and wider credit and liquidity spreads resulting in realised and unrealised credit losses; (c) failure of counterparties who have transactions with the Group (e.g. banks and reinsurers) to meet commitments; (d) difficulties experienced in estimating the value of financial instruments due to illiquid or closed markets; and (e) increased illiquidity adding to uncertainty over financial resources and the possibility of a reduction in capital resources as valuations decline.
•	As part of the implementation of its business strategies, Prudential has commenced a number of significant change initiatives across the Group, many of which are interconnected and/or of large scale, that may have financial, operational, regulatory, customer and reputational implications if such initiatives fail (either wholly or in part) to meet their objectives and could place strain on the operational capacity, or weaken the control environment of the Group. Implementing further strategic initiatives may amplify these risks. The Group's current significant change initiatives include the combination of M&G and Prudential UK and Europe to form M&GPrudential, the proposed demerger of M&GPrudential (Prudential's UK and Europe business) and the intended sale of part of the UK annuity portfolio. Significant operational execution risks arise from these initiatives, including in relation to the separation and establishment of standalone governance under relevant regulatory regimes, business functions and processes (data, systems, people) and third party arrangements. In addition, Prudential also relies on a number of outsourcing (including external data hosting) partners to provide several business operations, including a significant part of the UK back office and customer-facing operations as well as a number of IT support functions and investment operations. This creates reliance upon the operational performance of these outsourcing partners, and failure to adequately oversee the outsourcing partner, or the failure of an outsourcing partner (or its key IT and operational systems and processes) could result in significant disruption to business operations and customers.
•	The Issuer is subject to the risk of potential sovereign debt credit deterioration owing to the amounts of sovereign debt obligations held in the Group's investment portfolio. If a sovereign were to default on its obligations, this could have a material adverse effect on the Issuer's financial condition and results of operations.
•	The Issuer is subject to the risk of exchange rate fluctuations owing to the geographical diversity of its businesses. The Issuer's operations in the US and Asia, which represent a significant proportion of operating profit based on longer-term investment returns and shareholders' funds, generally write policies and invest in assets denominated in local currency. The impact of gains or losses on currency translations is accounted for in the Group's consolidated financial statements as a component of shareholders' funds within other

comprehensive income and, consequently, could impact on the Issuer's gearing ratios.

• The Issuer conducts its businesses subject to regulation and associated regulatory risks, including the effects of changes in the laws, regulations, policies and interpretations and any accounting standards in the markets in which it operates. Changes in government policy and legislation (including in relation to tax), capital control measures on companies and individuals, regulation or regulatory interpretation applying to companies in the financial services and insurance industries in any of the markets in which the Group operates (including those related to the conduct of business by the Group or its third party distributors), or decisions taken by regulators in connection with their supervision of members of the Group, which may apply retrospectively, may adversely affect the Group's product range, distribution channels, competitiveness, profitability, capital requirements, risk management approaches, corporate or governance structure and, consequently, reported results and financing requirements. Also, regulators in jurisdictions in which the Group operates may impose requirements affecting the allocation of capital and liquidity between different business units in the Group. Regulators may change the level of capital required to be held by individual businesses, the regulation of selling practices, solvency requirements and could introduce changes that impact the products sold. Furthermore, as a result of the interventions by governments in light of financial and global economic conditions, there may continue to be changes in governmental regulation and supervision of the financial services industry, including the possibility of higher capital requirements, restrictions on certain types of transactions and enhanced supervisory powers. Recent shifts in the focus of some national governments toward more protectionist or restrictive economic and trade policies could impact the degree and nature of regulatory changes and the Issuer's competitive position in some geographical markets. • The Issuer's businesses are conducted in highly
• competitive environments with developing demographic trends and continued profitability depends upon management's ability to respond to these pressures and trends. The markets for financial services in the UK, US and Asia are highly competitive. In some markets, the Issuer faces competitors that are larger, have greater financial resources or a greater market share, offer a broader range of products or have higher bonus rates. Further, heightened competition for talented and skilled employees and agents with local experience, particularly in Asia, may limit the Issuer's potential to grow its business as quickly as planned.
• Downgrades in the Issuer's financial strength and credit ratings could significantly impact its competitive position and damage its relationships with creditors and trading counterparties. Such ratings, which are used by the market to measure the Group's ability to meet policyholder obligations, are an important factor

		affecting public confidence in some of the Group's products and, as a result, its competitiveness. Downgrades in the Issuer's ratings could have an adverse effect on the Group's ability to market products or retain current policyholders or on the Group's financial flexibility. In addition, the interest rates the Issuer pays on its borrowings are affected by its credit ratings. • If the proposed demerger of M&GPrudential is completed, there can be no assurance that either Prudential plc or M&GPrudential will realise the anticipated benefits of the transaction, or that the proposed demerger will not adversely affect the trading value or liquidity of the shares or either or both of the two businesses. In addition, preparing for and implementing the proposed demerger is expected to continue to require significant time from management, which may divert management's attention from other
		aspects of the Issuer's business. • Adverse experience relative to the assumptions used in pricing products and reporting business results could significantly affect the Issuer's results of operations. In common with other life insurers, the profitability of the Group's businesses depends on a mix of factors, including mortality and morbidity trends, policy surrender and take-up rates on guarantee features of products, investment performance and impairments, unit cost of administration and new business acquisition expenses. The Issuer needs to make assumptions about a number of factors in determining the pricing of its products, for setting reserves and for reporting its capital levels and the results of its long-term business operations. If actual levels are significantly different to assumed levels, the Issuer's results of operations could be adversely affected.
D.3	Key information on	Issue specific summary:
the key risks that are specific to the Notes	• An optional redemption feature is likely to limit the secondary market value of the Notes such that the secondary market value of such Notes will not rise substantially above the price at which they can be redeemed.
		• The secondary market value of Notes issued at a substantial discount or premium to their nominal amount tends to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing Notes.
		• There may be no or only a limited secondary market in the Notes. Therefore, Holders may not be able to sell their Notes easily or at prices that will provide them with a yield comparable with similar investments that have a developed secondary market.
		• Holders may not receive the full amount of payments due in respect of the Notes should the Issuer be required to hold or deduct amounts at source on

		account of tax from such payments in order to comply with applicable law.
	•	The Issuer's obligations under Tier 2 Notes are subordinated and will rank junior in priority to the claims of Senior Creditors. Although Tier 2 Notes may pay a higher rate of interest than comparable Notes which are not subordinated, there is a real risk that a Holder of a Tier 2 Note will lose some or all of its investment should the Issuer become insolvent. For these purposes, Senior Creditors means any creditors of the Issuer who are unsubordinated creditors of the Issuer (including all policyholders (and including, for the avoidance of doubt, all policyholder claims)).
	•	Payments of interest on the Tier 2 Notes are conditional upon: (i) the Issuer satisfying the Solvency Condition both at the time of, and immediately after, any such payment; (ii) unless otherwise permitted by the PRA, both the Solvency Capital Requirement and the Minimum Capital Requirement being met both at the time of, and immediately after, any such payment. In addition, the Issuer may, by giving notice to the Trustee, the Issue and Paying Agent and the Holders of the Notes, elect to defer the payment of interest on the Notes on any Interest Payment Date which is not a Compulsory Interest Payment Date at its sole discretion, provided that the Issuer may not give such notice if, at the time such notice is proposed to be given, a Regulatory Event has occurred and has been subsisting at such time for a continuous period of 180 days or more.
	•	Any interest not paid on an Interest Payment Date for the reasons described above shall, so long as they remain unpaid, constitute Arrears of Interest. No interest will accrue on Arrears of Interest. At the option of the Issuer, but subject to satisfying the Solvency Condition, the Solvency Capital Requirement and the Minimum Capital Requirement at the time of such payment and immediately thereafter unless otherwise permitted by the PRA, Arrears of Interest may be settled by the Issuer at any time and shall otherwise become payable in full on redemption of the Tier 2 Notes, on purchase of the Tier 2 Notes by or on behalf of the Issuer or upon commencement of the winding-up of the Issuer.
	•	In accordance with current PRA requirements for subordinated capital, the sole remedy against the Issuer available to the Trustee on behalf of the Holders of the Tier 2 Notes or, where the Trustee has failed to proceed against the Issuer as provided in the Conditions, any Holders of the Tier 2 Notes, for recovery of amounts owing in respect of the Tier 2 Notes will be the institution of proceedings for the winding-up of the Issuer and/or proving in such winding up and/or claiming in the liquidation of the Issuer for such amounts.
	•	The Tier 2 Notes may be redeemed early or substituted in the circumstances set out below. There is a risk that these optional redemption or substitution features may

		limit the market value of the Tier 2 Notes or that the Tier 2 Notes may be redeemed at a time when an investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Tier 2 Notes being redeemed.
	•	The Tier 2 Notes may at the Issuer's election, be redeemed early on 20 July, 2024 at 100 per cent. of their nominal amount, as specified in the applicable Final Terms.
	•	The Tier 2 Notes may, at the Issuer's election, be redeemed early at 100 per cent. of their nominal amount and the Notes may, at the Issuer's election, be substituted for, or varied so that they are treated as, Qualifying Tier 2 Capital for regulatory reasons, each as specified in the applicable Final Terms.
	•	At the request of the Issuer, the Trustee shall agree to effect the substitution of any Subsidiary of the Issuer (a "New M&GPrudential HoldCo") in its place as principal debtor under the Trust Deed, the Notes and the Coupons, provided that (i) New M&GPrudential HoldCo shall be: (A) a Holding Company of M&GPrudential and (B) incorporated, domiciled or resident in, or subject generally to the taxing jurisdiction of, the United Kingdom; (ii) two directors of New M&GPrudential HoldCo shall certify to the Trustee that New M&GPrudential HoldCo is solvent at the time at which the substitution is effected and will be solvent immediately thereafter; (iii) two directors of the Issuer shall certify to the Trustee that no Default has occurred and is continuing at the time at which the substitution is effected; (iv) all authorisations, consents, approvals, filings, notifications and registrations required in connection with the substitution have been obtained and effected; and (v) the Issuer or New M&GPrudential HoldCo shall give or procure to be given to the Trustee such customary legal opinions as the Trustee shall properly require and in such form as the Trustee shall properly require for the purpose of the discharge of exercise of the Trustee's duties in connection with the substitution.

Section E – Offer
Element	Title
E.2b	Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks	The net proceeds from each issue of Notes may be applied by the Issuer for its general corporate purposes, which include making a profit, or may be applied for particular uses, as determined by the Issuer. Issue specific summary:
		The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes, which include making a profit.

E.3	A description of the terms and conditions of the offer	Not Applicable: the Notes may only be offered in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus in relation to the relevant offer. Issue specific summary: Not Applicable. The Notes are in denominations of at least €100,000 (or its equivalent in any other currency).
E.4	A description of any interest that is material to the issue/offer including conflicting interests	The relevant Dealers may be paid fees in relation to any issue of Notes under the Programme. Issue specific summary: The Managers will be paid aggregate commissions equal to 0.45 per cent. of the nominal amount of the Notes. Any Manager and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
E.7	Estimated expenses charged to the investor by the Issuer	The Issuer will not charge any expenses to investors in connection with any issue of Notes. Issue specific summary: Not Applicable. No expenses are being charged to investors by the Issuer.