Prudential PLC — Proxy Solicitation & Information Statement 2019

Apr 10, 2019

+			+

Voting ID	Task ID	Shareholder reference number

Before completing this form, please read the explanatory notes overleaf.

I/We, being a member of the Company, hereby appoint the Chairman of the Meeting OR the following person (see note 2 overleaf)

					shares
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 16 May 2019 at 11.00am London time (6.00pm Hong Kong/Singapore time) and at any adjournment thereof. I/We have indicated how I/we wish my/our proxy to vote on the following resolutions by marking the appropriate boxes like this . I/We further authorise my/our proxy to vote on any other resolutions that may properly be put to the Meeting as
	my/our proxy thinks fit. If no indication is given, the proxy will vote or abstain at his/her discretion.	For	Against	Vote withheld	Discretionary
1 2 3 4 5 6 7	To receive and consider the 2018 Accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report (the Annual Report); To approve the Directors' Remuneration Report; To elect Mrs Fields Wicker-Miurin as a Director; To re-elect Sir Howard Davies as a Director; To re-elect Mr Mark FitzPatrick as a Director; To re-elect Mr David Law as a Director; To re-elect Mr Paul Manduca as a Director;
	SAMPLE ONLY Fold along this line
8 9	To re-elect Mr Kaikhushru Nargolwala as a Director; To re-elect Mr Anthony Nightingale as a Director; 10 To re-elect Mr Philip Remnant as a Director; 11 To re-elect Ms Alice Schroeder as a Director; 12 To re-elect Mr James Turner as a Director; 13 To re-elect Mr Thomas Watjen as a Director; 14 To re-elect Mr Michael Wells as a Director; 15 To re-appoint KPMG LLP as the Company's auditor; 16 To authorise the Audit Committee to determine the amount of the auditor's remuneration; 17 To renew the authority to make political donations; 18 To renew the authority to allot ordinary shares; 19 To renew the extension of authority to allot ordinary shares to include repurchased shares; 20 To renew the authority to allot preference shares; 21 To renew the authority for disapplication of pre-emption rights;* 22 To renew the authority for the issuance of mandatory convertible securities (MCS);
	23 To renew the authority for disapplication of pre-emption rights in connection with the issue of MCS; 24 To renew the authority for purchase of own shares; and 25 To renew the authority in respect of notice for general meetings. Special resolution
	Please tick here if the appointment being made by this Form of Proxy is one of multiple appointments being made (see note 3 overleaf).

Signature	Date

1499-075-S

• • Prudential plc. Incorporated and registered in England and Wales. Registered number 1397169. Registered office: Laurence Pountney Hill, London EC4R 0HH. Prudential plc is a holding company, subsidiaries of which are authorised and regulated, as applicable, by the Prudential Regulatory Authority and the Financial Conduct Authority. It is intended that the Company's registered office will change to 1 Angel Court, London EC2R 7AG during April 2019. An announcement will be made to the market to confirm this at the relevant time.

Tear along this line

If you wish to attend the Annual General Meeting, please bring this Attendance card with you. Please refer to the notes overleaf for more information.

Tear along this line

Prudential plc The Company

2018 Second Interim Dividend SAMPLE ONLY

The timetable for the 2018 second interim dividend is as follows:

13 March 2019 Announcement of 2018 full year audited results and second interim dividend

28 March 2019 Ordinary shares quoted ex dividend in the UK, Ireland, Hong Kong, and Singapore

29 March 2019 Record date

17 May 2019 Dividend payment date in the UK, Hong Kong and Ireland

24 May 2019 (on or about) Dividend payment date in Singapore

To be held at:

Churchill Auditorium, QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 16 May 2019 at 11.00am London time (6.00pm Hong Kong/ Singapore time).

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

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

Bus routes 24, 11, 88, 148 and 211 allstop nearby.

Please bring this attendance card with you to the meeting.

Tear along this line

Notice of availability

The Company communicates with UK shareholders by means of our website. The Annual Report and Notice of the Annual General Meeting can be accessed directly on the Company's website: www.prudential.co.uk/investors/reports/ reports/2018 and www.prudential.co.uk/ investors/shareholder-information/ agm/2019

Using website communications will be of benefit to those shareholders who do not wish to be burdened with long documents, and to the Company, as it represents a considerable saving in printing and distribution costs. In addition, reducing unnecessary printing will benefit the environment. If you wish to change your instructions to receive future notifications by email rather than post, you can register at www.shareview.co.uk

Hard copies of shareholder communications can be requested by calling the Company's registrar, Equiniti Limited ('Equiniti') on 0371 384 2035 and Textel 0371 384 2255 (for hard of hearing). Lines are open from 8.30am to 5.30pm (London time), Monday to Friday. International shareholders should call +44 121 415 7026.

The QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE The QEII Centre operates a security system. Cameras and recording devices are not permitted in the auditorium.

Electronic proxy appointment

In those countries where electronic voting is made available, a proxy may also be appointed electronically. An electronic proxy appointment may be SAMPLE ONLY

made by logging on to Equiniti's website www.sharevote.co.uk

Shareholders will need their Voting ID, Task ID and shareholder reference number, the three sets of numbers printed at the top of the Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with Equiniti's online portfolio service Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk, using your user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the on screen instructions.

Electronic voting through CREST If you are a CREST member, you may use the CREST electronic proxy appointment service. The CREST Proxy Instruction must be properly authenticated in accordance with CREST specifications and must contain the information required for such instructions as set out in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by our agent (ID RA19) by the latest time(s) for receipt of proxy appointments.

Important

Whichever method you choose, instructions or Form of Proxy must be received by the Company's registrar no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 14 May 2019. Please note that any instruction sent in electronic form found to contain a computer virus will not be accepted.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Further details are included in the Notice of Annual General Meeting 2019.

This form is for use by shareholders who hold Prudential shares listed on the London or Hong Kong Stock Exchanges.

Notes

• 1 If you wish to attend the Annual General Meeting at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 16 May 2019 at 11.00am London time (6.00pm Hong Kong/Singapore time), please bring with you the Attendance Card. You may be asked to produce it to show you have the right to attend, speak and vote at the Meeting. SAMPLE ONLY
• 2 If you wish to vote at the Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf by completing the Form of Proxy overleaf. If you wish to appoint a proxy other than the Chairman, you should delete the words 'the Chairman of the Meeting' and enter the name of the proxy into the appropriate space on the Form of Proxy overleaf. If you sign and return the Form of Proxy with no name inserted in the box, the Chairman of the Meeting will be deemed to be your proxy.
• 3 You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact our registrar, Equiniti, by calling 0371 384 2035 to request further Forms of Proxy. Callers from overseas should contact the Equiniti overseas helpline number on +44 121 415 7026. Lines are open from 8.30am to 5.30pm London time Monday to Friday. Alternatively, you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder's name the number of

shares in relation to which they are entitled to act as your proxy. Please also indicate by ticking the box at the end of the Form of Proxy if the proxy instruction is one of multiple instructions being given. All forms must be signed and

same envelope. 4 A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the Meeting and are aware of your voting intentions. Appointment of a proxy does not preclude a member from attending the Meeting and voting in person.

should be returned together in the

Completion of Form of Proxy

• 5 If you want your proxy to vote in a certain way on the resolutions specified please place a mark in the relevant boxes. If you select 'Discretionary' or fail to select any of the given options your proxy may vote as he or she chooses or may decide not to vote at all. The proxy can also do this on any additional or amended resolution that is put to the Meeting.
• 6 The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 7 If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full

voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

• 8 The attention of joint holders is directed to the following extract from the Articles of Association of the Company: 'In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the register.'
• 9 To appoint a proxy using the Form of Proxy overleaf, the form and any power of attorney or any other authority (or a copy of such authority certified notarially) under which it is signed must be:
• completed and signed;
• sent to Equiniti or Computershare Hong Kong Investor Services Limited as appropriate, using the envelope provided; and
• received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 11.00am London time on Tuesday 14 May 2019 or Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 6.00pm Hong Kong/Singapore time on Tuesday 14 May 2019.

A corporation is requested to complete this form either by sealing it or by signing under the hand of its attorney or duly authorised officer.