Prudential PLC — Proxy Solicitation & Information Statement 2020

Apr 2, 2020

Prudential plc Form of proxy

Annual General Meeting 2020

PRUDENTIAL

Prudential plc Attendance card

PRUDENTIAL

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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 14 May 2020 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.

1 To receive and consider the 2019 Accounts, Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report (the Annual Report);
2 To approve the Directors' Remuneration Report;
3 To approve the Directors' Remuneration Policy;
4 To elect Jeremy Anderson as a Director;
5 To elect Shriti Vadeera as a Director;
6 To re-elect Mark FitzPatrick as a Director;
7 To re-elect David Law as a Director;
8 To re-elect Paul Manduca as a Director;

For	Against	Vote withheld	Discretionary
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐
☐	☐	☐	☐

Fold along this line

9 To re-elect Kaikhushru Nargolwala as a Director;
10 To re-elect Anthony Nightingale as a Director;
11 To re-elect Philip Remnant as a Director;
12 To re-elect Alice Schroeder as a Director;
13 To re-elect James Turner as a Director;
14 To re-elect Thomas Watjen as a Director;
15 To re-elect Michael Wells as a Director;
16 To re-elect Fields Wicker-Miurin as a Director;
17 To re-elect Amy Yip as a Director;
18 To re-appoint KPMG LLP as the Company's auditor;
19 To authorise the Audit Committee to determine the amount of the auditor's remuneration;
20 To renew the authority to make political donations;
21 To renew the authority to allot ordinary shares;
22 To renew the extension of authority to allot ordinary shares to include repurchased shares;
23 To renew the authority for disapplication of pre-emption rights;
24 To authorise an additional authority for disapplication of pre-emption rights for purposes of acquisitions or specified capital investments.
25 To renew the authority for the issuance of mandatory convertible securities (MCS);
26 To renew the authority for disapplication of pre-emption rights in connection with the issue of MCS.
27 To renew the authority for purchase of own shares, and
28 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

1499-082-S

Date

Prudential plc. Incorporated and registered in England and Wales. Registered number 1397169. Registered office: 1 Angel Court, London EC2R 7AG. Prudential plc is a holding company, some of whose subsidiaries are authorised and regulated, as applicable by the Hong Kong Insurance Authority and other regulatory authorities

Annual General Meeting 2020

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.

For along this line

2020 Second International

The timetable for the 2019 second international dividend is as follows:

11 March 2020

Announcement of 2019 full year audited results and 2019 second interim dividend

26 March 2020

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

27 March 2020

Record date

15 May 2020

Dividend payment date in the UK, Hong Kong and for ADR holders

22 May 2020 (on or about)

Dividend payment date in Singapore

Dividend Currency Election

As announced in the demerger circular published on 25 September 2019, the Group has changed the presentation currency for its consolidated financial statements to US dollars, starting with the full year ended 31 December 2019. Prudential now determines and declares dividends in US dollars.

Those holding their shares on the UK and Hong Kong share registers will continue to receive their dividend payments in pounds sterling or Hong Kong dollars respectively. The corresponding amount to be paid per share in pounds sterling and in Hong Kong dollars is expected to be announced on or about 30 April 2020.

Those holding their shares on the UK or Hong Kong registers may elect to receive payment for this and future dividends in US dollars. Such election must be received by the relevant share registrar on or before 23 April 2020. Elections can be made by contacting the relevant registrar whose contact details, and further information, can be found on Prudential's website https://www.prudentialplc.com/investors/shareholder-information/dividend/dividend-currency-election

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Prudential plc Further information

Prudential plc Notes

Annual General Meeting 2020

Annual General Meeting 2020

To be held at:

Churchill Auditorium, QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2020 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 all stop nearby.

Please bring this attendance card with you to the meeting.

Tue along for the

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: https://www.prudentialplc.com/investors/reports/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.

Electronic proxy appointment

In those countries where the company is made available, a proxy must be appointed electronically.

An electronic proxy appointment may be made by logging on to Equiniti's website www.sharevote.co.uk

Shareholders will need their name, Task ID and shareholder reference, to meet 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 R419) by the latest time(s) for receipt of proxy appointments.

Notes

1 If you wish to attend the Annual General Meeting at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2020, the following morning, 11.00am, we will be on the 16.00pm, Monday to Friday. The meeting will be held at 11.00am, and the right to attend will be given to you at the meeting. If you wish to visit the Meeting, you will be notified to exercise your way of going to attend, speak and vote on behalf of the party. 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 licking the box at the end of the Form of Proxy if the proxy

Results

The form of proxy is being given. All forms must be signed by and should be returned together with the name envelope. You must be a member of the Company to receive your report as your proxy sometime other than the Chairman. We are responsible for the payment of any other item. If you are not the proxy, please contact your registrar at your very very very early date.

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 explain 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 12 May 2020 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 12 May 2020.

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.