Prudential PLC — Proxy Solicitation & Information Statement 2019

Sep 25, 2019

Prudential plc Form of proxy			Prudential plc Attendance card
	General Meeting 15 October 2019
Voting ID	Task ID	+ Shareholder reference number	General Meeting 15 October 2019
	Before completing this form, please read the explanatory notes overleaf.
		In connection with the circular sent to shareholders of Prudential plc (the "Company") dated 25 September 2019 (the "Circular") 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 General Meeting of
		the Company to be held on 15 October 2019 at 9.30 a.m. UK time (4.30 p.m. 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	L	Y
this	my/our proxy thinks fit. If no indication is given, the proxy will vote or abstain at his/her discretion.	. I/We further authorise my/our proxy to vote on any other resolutions that may properly be put to the General Meeting as	N
	Unless otherwise defined, capitalised terms in this Form of Proxy take the meaning given to them in the Circular.	Vote	O
1 Demerger Resolution		For Against withheld Discretionary	If you wish to attend the General Meeting, please bring this Attendance card with you. Please refer to the notes overleaf for more information.
2 Director Election Resolution			Tear along this line
		Tear along this line	Prudential plc The Company
Fold along this line		L P	E
		M A
	X E
	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
	1499-081-S

Authority. + +

General Meeting 15 October 2019

To be held at the conference suite at Nomura, 1 Angel Lane, London EC4R 3AB on Tuesday 15 October 2019 at 9.30 a.m. UK time (4.30 p.m. 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 Cannon Street, Monument and Mansion House.

By bus Bus routes 43, 133, 21, 344, 17, 149, 48,

141, 47 and 35 all stop nearby.

Please bring this attendance card with you to the meeting.

Notice of availability

The Company communicates with UK shareholders by means of our website. The Circular and Notice of the General Meeting can be accessed directly on the Company's website: www.prudentialplc. com/investors/shareholder-information/ demerger-transaction-documents

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.

Electronic proxy appointment

For shareholders on the UK register, an electronic proxy appointment may be made by logging on to Equiniti's website at 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 Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions as set out in the CREST manual (available via www.euroclear.com). 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 9.30 a.m. UK time on 11 October 2019, the latest time for receipt of proxy appointments.

Important

Whichever method you choose, instructions or Form of Proxy must be received by the relevant registrar no later than 9.30 a.m. UK time on 11 October 2019 or 4.30 p.m. Hong Kong/Singapore time on 12 October 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 General Meeting.

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

Helplines

Prudential has established helplines operated from the UK and Hong Kong for shareholders who have questions in relation to the completion and return of this Form of Proxy.

The UK helpline will be operated by Equiniti and will be available on 0371 384 2731 (from inside the UK) or +44 121 415 0167 (from outside the UK). The helpline will be available from 8.30 a.m. to 5.30 p.m. UK time Monday to Friday (except public holidays in England and Wales) and will remain open until 15 November 2019. Calls to the helpline from outside of the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes.

The Hong Kong helpline will be operated by Computershare Hong Kong and will be available on +852 2862 8646. The helpline will be available from 9.00 a.m. to 6.00 p.m. Hong Kong time Monday to Friday (except on public holidays) and will remain open until 31 December 2019.

General Meeting 15 October 2019

Notes

• 1 If you wish to attend the General Meeting in the conference suite at Nomura, 1 Angel Lane, London, EC4R 3AB on Tuesday 15 October 2019 at 9.30 a.m. UK time (4.30 p.m. 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 General Meeting.
• 2 If you wish to vote at the General 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 in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. Where more than one proxy is appointed, you must specify the number of shares each proxy is entitled to exercise. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact Equiniti on 0371 384 2731 (from inside the UK) or +44 121 415 0167 (from outside the UK) if you are a UK shareholder, or Computershare Hong Kong on +852 2862 8646 if you are a Hong Kong shareholder. Alternatively, you may photocopy this Form of Proxy.

Completion of Form of Proxy

6 If you want your proxy to vote in a certain way on the resolutions specified boxes. If you select 'Discretionary' or additional or amended resolution that is

• please place a mark in the relevant 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 put to the General Meeting.
• 7 The 'Vote withheld' option is provided to enable you to abstain on any
• 8 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

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. number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed

4 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 should be returned together in the same envelope. 5 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 General Meeting and are aware of your voting intentions. Appointment of a proxy does not preclude a member from attending the General Meeting and voting in person. EXAMPLE ONLY

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).

• 9 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.'
• 10To 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 as appropriate, using the envelope provided; and
• received by post or (during normal business hours only) by hand at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 9.30 a.m. UK time on 11 October 2019 or Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4.30 p.m. Hong Kong/Singapore time on 12 October 2019.
• 11A corporation is requested to complete this form either by sealing it or by signing under the hand of its attorney or duly authorised officer.

Tear along this line