Notice of Annual General Meeting and explanation of business

Prudential plc Thursday 13 May 2021 by broadcast

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange) and the Singapore Exchange Securities Trading Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of

this document.

This document, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (HKLR) for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

A Chinese translation of this document is available on request from Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre,

183 Queen's Road East, Wan Chai, Hong Kong.

(HK Stock Code: 2378; SGX Stock Code: K6S)

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser.

If you have sold or otherwise transferred all your shares in Prudential plc, please forward this document, but not the enclosed Form of Proxy,

as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

12 April 2021

Dear Shareholder

Annual General Meeting of Prudential plc

I am pleased to write to you with details of this year's Annual General Meeting (the Meeting) which will be broadcast from Prudential's offices at 1 Angel Court, London EC2R 7AG at 11.00am London time (6.00pm Hong Kong/Singapore time) on Thursday 13 May 2021. Given the continuing circumstances of the Covid 19 pandemic and government guidance, which does not allow large public gatherings as at the date of this Notice, shareholders will unfortunately not be permitted to attend the Meeting in person. Despite these ongoing restrictions on physical attendance, we are keen to enhance our engagement with shareholders. We have put in place arrangements to allow shareholders to participate via a live webcast and to submit questions, both in advance and during the Meeting. We would encourage shareholders to engage with us, and I set out below how we will be making this possible.

As applicable guidance is reviewed alongside the public health situation, we may be able to make changes to the arrangements and allow shareholders to attend in person. I encourage you to watch the Company's website, regulatory news and other published notifications for any further updates in relation to the Meeting.

Shareholder engagement and questions

While I regret it will not be possible to meet you in person during my first AGM as Chair, we have worked hard to ensure shareholder engagement remains a central component of the Meeting and is further enhanced this year. To achieve this, we are offering shareholders a live webcast of proceedings through a website called Lumi, which you can access by logging in to www.web.lumiagm.com You can submit questions on this website, before and during the Meeting. A step-by-step guide on how to join the Meeting electronically and submit questions can be found on pages 16 to 17.

Shareholders may also submit questions in advance of the Meeting by email to Secretariat@prudentialplc.com. If submitting questions by email, please include your shareholder reference number (you will find this either on your proxy form or online voting form posted to you, or in the email sent to you by Equiniti if you have opted for electronic communications).

We will consider all questions received and endeavour to provide answers during the Meeting where appropriate.

Voting

I encourage all shareholders to vote either in advance or on the day, and there are three ways to cast your vote:

  1. The Lumi website (available on the day of the Meeting)
  2. Equiniti's Sharevote website
  3. By completing and returning a paper proxy form

Shareholders submitting their votes by logging in to the Lumi website will find instructions on how to join and submit their votes on page 16. Shareholders wishing to use Sharevote will find instructions on page 15.

Shareholders may exercise their votes by completing a paper proxy form, sent with this Notice, in accordance with the instructions printed on the form and return it to the appropriate registrar or, for holders of a securities account with The Central Depository (Pte) Limited (CDP), to CDP in the pre-paid envelope enclosed. The proxy form must be received no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 11 May 2021 or, for persons holding an interest in shares through CDP, 11.00am (6.00pm Hong Kong/Singapore time) on Monday

10 May 2021. Detailed instructions for completing and returning the proxy form can be found in the notes on page 15. If you have opted for electronic communications but would like to receive a paper proxy form, please contact Equiniti.

The Board encourages shareholders to submit their proxy form as early as possible. We would also encourage all shareholders submitting a proxy form to appoint me, as the Chair of the Meeting, as their proxy. This will ensure that your vote will be counted although you (or any other proxy you might otherwise appoint) are not able to attend the Meeting in person this year.

As in previous years, we will call a poll on each resolution at the Meeting. This will ensure that we are able to engage with the greatest number of shareholders by including the votes cast by shareholders who choose to vote ahead of the Meeting.

Notice and Annual Report

The formal Notice of Meeting (the Notice) together with the explanatory notes is set out on pages 03 to 07.

This circular is being provided to shareholders registered on the UK register or the Hong Kong register, and any person with shares of the Company standing to the credit of their securities account held with CDP in Singapore.

Should you wish to view the 2020 Annual Report online it is available on the Company's website www.prudentialplc.com.

Dividend

The Company pays all dividends as interim dividends. Interim dividends do not require shareholder approval and so no resolution on a dividend payment is included in the Notice. On 3 March 2021, the Company announced a dividend of 10.73 US cents per share. Shareholders on the UK and Hong Kong registers will continue to receive their dividend payments in pounds sterling or Hong Kong dollars respectively unless they have elected to receive US dollars (elections need to be received by the respective registrar by 23 April 2021). The dividend rate in pounds sterling and Hong Kong dollars will be announced on or around 5 May 2021. Details of the Company's dividends, including currency election options

and payment dates, can be found on our website www.prudentialplc.com and on page 18.

Recommendation

The Directors consider that all the resolutions set out in this Notice to be put to the Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders vote in favour of all the proposed resolutions. The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.

Yours sincerely

Shriti Vadera

Chair

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Notice of Annual General Meeting 2021 and explanatory notes

Notice is hereby given that the 2021 Annual General Meeting (the Meeting) of Prudential plc (the Company), incorporated and registered in England and Wales (registered number 1397169), will be broadcast from Prudential's offices at 1 Angel Court, London EC2R 7AG on Thursday 13 May 2021 at 11.00am London time (6.00pm Hong Kong/ Singapore time). Shareholders will be asked to consider and, if thought fit, pass the resolutions set out below.

Please note that no physical attendance is permitted.

Resolutions 1 to 22 (inclusive) will be proposed as ordinary resolutions; resolutions 23 to 26 (inclusive) will be proposed as special resolutions. For each ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution. For each special resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1:

Annual report and accounts

TO receive and consider the Accounts for the financial year ended 31 December 2020 together with the Strategic Report, Directors' Remuneration Report, Directors' Report and the Auditor's Report on those Accounts (the 2020 Annual Report).

The formal business of the Meeting will begin with a resolution to lay before shareholders the 2020 Annual Report. Shareholders will have the opportunity to put questions about the 2020 Annual Report and other business to be conducted at the Meeting to the Directors before this resolution is voted on.

The 2020 Annual Report is available to view on the Company's website www.prudentialplc.com

Shareholders may obtain a copy from the Company's registrar, Equiniti, by calling 0371 384 2035 in the UK, or Computershare Hong Kong on +852 2862 8555 in Hong Kong and quoting their shareholder reference number which can be found on each shareholder's Form of Proxy. For shareholders in Singapore, copies of the 2020 Annual Report are also available for collection from CDP.

Resolution 2:

Directors' Remuneration Report

TO approve the Directors' Remuneration Report for the year ended 31 December 2020.

As in previous years, shareholders will have the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 December 2020.

The Directors' Remuneration Report is set out in full on pages 170 to 205 of the 2020 Annual Report. The 2020 Annual Report is available to view on the Company's website www.prudentialplc.com

The full version of the current Directors' Remuneration Policy, approved by shareholders in May 2020, is available on the website.

Resolutions 3 to 17:

Election and re-election of Directors

In accordance with the provisions of the UK Corporate Governance Code, all Directors will offer themselves for election, except

Kai Nargolwala who will retire at the conclusion of the Meeting and not stand for re-election.

The Board, supported by the work carried out by the Nomination & Governance Committee, is actively engaged in an ongoing cycle of succession planning to support the Company's strategic objectives. All Directors standing for election or re-election are recommended by the Nomination & Governance Committee. All Directors in office during 2020 were subject to a formal and rigorous performance evaluation. The Board considers that each of the Directors continues to discharge their duties and responsibilities effectively, demonstrates commitment to their role, and continues to make a strong contribution to the work of the Board and to the long-term sustainable success

of the Company. Each Director brings valuable skills and experience to the Board and its Committees, and their individual contribution to Prudential is detailed in their biographies, which can be found in the section titled 'Biographies of Directors standing for election' of this Notice.

Information about the activities of the Nomination & Governance Committee in recommending Directors for election, taking into account diversity of skills and experience and its assessment of independence for Non-executive Directors, can be found in the Company's 2020 Annual Report on pages 141 to 149.

The Board recommends the election and re-election of all the Directors standing.

  1. TO elect Chua Sock Koong as a Director;
  2. TO elect Ming Lu as a Director;
  3. TO elect Jeanette Wong as a Director;
  4. TO re-elect Shriti Vadera as a Director;
  5. TO re-elect Jeremy Anderson 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 Anthony Nightingale as a Director;
  9. TO re-elect Philip Remnant as a Director;
  10. TO re-elect Alice Schroeder as a Director;
  11. TO re-elect James Turner as a Director;
  12. TO re-elect Thomas Watjen as a Director;
  13. TO re-elect Michael Wells as a Director;
  14. TO re-elect Fields Wicker-Miurin as a Director; and
  15. TO re-elect Amy Yip as a Director.

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Resolution 18:

Re-appointment of Auditor

TO re-appoint KPMG LLP as the Company's auditor until the conclusion of the next general meeting at which the Company's accounts are laid.

Following the recommendation of the Company's Audit Committee, shareholders will be asked to approve the re-appointment of KPMG LLP as the Company's auditor, to hold office until the conclusion of the Company's 2022 Annual General Meeting. The audit tender has been completed and the Board approved the recommendation by the Audit Committee that Ernst & Young LLP (EY) be engaged as the Group's audit firm for the year 2023 onwards, subject to shareholder approval at the Company's annual general meeting to be held in 2023.

Full details of the audit tender can be found on page 160 of the Company's annual report and accounts.

Resolution 19:

Remuneration of Auditor

TO authorise the Company's Audit Committee on behalf of the Board to determine the amount of the auditor's remuneration.

Shareholders will be asked to grant authority to the Company's Audit Committee to determine the remuneration of KPMG LLP.

Resolution 20:

Political donations

THAT the Company, and all companies that are its subsidiaries at any time during the period for which this resolution is effective, be and are hereby generally and unconditionally authorised for the purposes of Sections 366 and 367 of the Companies Act 2006 (the 2006 Act), in aggregate, to:

  1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
  2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
  3. incur political expenditure not exceeding £50,000 in total,

(as such terms are defined in sections 363 to 365 of the 2006 Act) provided that the aggregate of such donations and expenditure shall not exceed £50,000 during the period beginning with the date of passing this resolution and expiring at the earlier of 30 June 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022, unless such authority has been previously renewed, revoked or varied by the Company at a general meeting. The Company may enter into a contract or undertaking under this authority prior to its expiry, which contract or undertaking may be performed wholly or partly after such expiry, and may make donations to political organisations other than political parties and incur political expenditure in pursuance of such contracts or undertakings as if the said authority had

not expired.

The 2006 Act restricts companies from making donations to political parties, other political organisations or independent election candidates and from incurring political expenditure without shareholders' consent.

The Company intends to adhere to its policy of not making donations to political parties or to independent election candidates and will not do so without the specific endorsement of its shareholders. However, the broad definitions used in the 2006 Act make it possible for the

normal business activities of the Company, which might not be thought of as political expenditure or donations to political organisations in the usual sense, to be caught. The Company does not believe there is a material risk of it inadvertently making such donations.

In accordance with established best practice, it is the Company's intention to seek renewal of this resolution on an annual basis.

Resolution 21:

Renewal of authority to allot ordinary shares

THAT, the Directors be and are hereby authorised, generally and unconditionally, pursuant to section 551 of the 2006 Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company for a period expiring at the earlier of 30 June 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022 (save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after such expiry, and the Board may allot shares or grant rights to subscribe for or to convert securities into shares under any such offer or agreement as if the said authority had not expired) and for a maximum aggregate nominal amount of:

  1. £26,156,075 (such amount to be reduced by any allotments or grants made under paragraph (B) in an aggregate nominal amount exceeding £17,393,791 so that in total no more than:
    1. £26,156,075 can be allotted under this paragraph (A); and
    2. £43,549,866 can be allotted under paragraphs (A) and (B) of this resolution 21 and;
  2. £43,549,866 (such amount to be reduced by any allotments or grants made under paragraph (A) of this resolution 21 so that in total no more than £43,549,866 can be allotted under paragraphs (A) and (B) of this resolution 21 in connection with an offer or invitation:
    1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
    2. to holders of other equity securities (as defined in section 560(1) of the 2006 Act) as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

  1. the amount allotted pursuant to the terms of any share scheme of the Company or any of its subsidiary undertakings adopted prior to or on the date of this Meeting.

At last year's Annual General Meeting, shareholders renewed a resolution giving the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company (referred to collectively as Allotments). That authority will expire at the conclusion of this year's Meeting. Accordingly, the Notice includes a resolution to renew this authority.

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This authority will give the Directors flexibility to issue shares where they believe it is for the benefit of shareholders to do so. As announced on 3 March 2021, Prudential is considering raising new equity following the completion of the Jackson demerger.

This renewed authority complies with UK institutional investment guidelines and will expire at the earlier of 30 June 2022 and the conclusion of the 2022 Annual General Meeting.

This resolution needs to comply with the requirements of the HKLR as a result of the Company's listing on the Hong Kong Stock Exchange. As a consequence, paragraphs (A) and (B) of resolution 21 relate to different tranches of the Company's issued ordinary share capital which, when taken together, cover an aggregate nominal amount equal to £43,549,866 representing approximately 870,997,323 ordinary shares. This amount is approximately 33.3 per cent of the total issued ordinary share capital of the Company as at 1 April 2021, the latest practicable date prior to publication of this Notice, which is also in line with guidance issued by the Investment Association.

To protect shareholders' interests and minimise any dilutive effects arising from the non-pre-emptive issue of shares, the total amount of Allotments which may be made under paragraphs (A) and (B) of resolution 21, will cover an aggregate nominal amount equal to £43,549,866 representing approximately 870,997,323 ordinary shares (the Allotment Limit). The Allotment Limit is equal to approximately

33.3 per cent of the total issued ordinary share capital of the Company as at 1 April 2021, the latest practicable date prior to publication of this Notice.

Paragraph (A) of resolution 21 authorises the Directors to make Allotments of an aggregate nominal amount equal to £26,156,075 (representing approximately 523,121,515 ordinary shares in the Company). This amount, which is the maximum proportion of share capital Directors may allot without pre-emption under the HKLR, represents approximately 20 per cent of the total issued ordinary share capital as at 1 April 2021. This authority will be reduced by the amount of any allotments or grants made under paragraph (B) of resolution 21 in an aggregate nominal amount exceeding £17,393,791, to ensure that the total amount of Allotments which may be made under paragraph

  1. does not exceed 20 per cent of the total issued ordinary share capital of the Company and that the total amount of Allotments which may be made under paragraphs (A) and (B) of resolution 21, does not exceed the Allotment Limit.

Paragraph (B) of resolution 21 authorises the Directors to make Allotments of an aggregate nominal amount equal to £43,549,866 (representing approximately 870,997,323 ordinary shares in the Company) in connection with offers to ordinary shareholders or holders of other equity securities. This amount exceeds the 20 per cent authority in paragraph (A) of resolution 21 by approximately 13 percentage points, which is in line with guidance issued by the Investment Association. This authority will be reduced by the amount of any allotments or grants made under paragraph (A) of resolution 21 to ensure that the total amount of Allotments which may be made under paragraphs (A) and (B) of resolution 21 does not exceed the Allotment Limit. The restrictions detailed in paragraph (B) (i) and (ii) of resolution 21 are proposed in order to comply with the HKLR which do not permit the Directors to make Allotments on a non-pre-emptive basis in excess of the respective 20 per cent thresholds in paragraph (A) of resolution 21.

Paragraph (C) of resolution 21 seeks authority from shareholders under the HKLR for the Directors to make Allotments pursuant to the Company's share schemes or those of its subsidiary undertakings. The Directors intend to use the authorities sought under paragraph (C) of resolution 21 following the exercise of options and awards under the Company's share schemes adopted prior to or on the date of

the Meeting.

Resolution 22:

Extension of authority to allot ordinary shares to include repurchased shares

THAT the authority granted to the Directors to allot shares and to grant rights to subscribe for or to convert any security into shares up to a total nominal value of £26,156, 075 pursuant to paragraph

  1. of resolution 21 set out above be extended by the addition of such number of ordinary shares of five pence each representing the nominal amount of the Company's share capital repurchased by the Company under the authority granted pursuant to resolution 25 set out below, to the extent that such extension would not result in the authority to allot shares or grant rights to subscribe for or convert securities into shares pursuant to resolution 21 exceeding £43,549,866.

As permitted by the HKLR, resolution 22 seeks to extend the Directors' authority to allot shares and grant rights to subscribe for or convert any security into shares pursuant to paragraph (A) of resolution 21 to include any shares repurchased by the Company under the authority to be sought by resolution 25.

Resolution 23:

Renewal of authority for disapplication of pre-emption rights THAT if resolutions 21 and/or 22 are passed the Directors be and are hereby authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the power conferred on the Directors by resolutions 21 and/or 22 and/or to sell any ordinary shares held by the Company as treasury shares for cash as if Section 561 of that Act did not apply to such allotment or sale for a period expiring at the earlier of 30 June 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022 (save that the Company may make offers and enter into agreements under this authority prior to its expiry which would, or might, require equity securities to be allotted (or treasury shares to be sold) after such expiry, and the Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the said authority had not expired), such authority to be limited:

  1. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or an invitation to apply for, equity securities in accordance with paragraph (B) of resolution 21 above; and
  2. otherwise than under paragraph (A) above, in the case of any allotment of equity securities and sale of treasury shares the maximum aggregate nominal amount of equity securities that may be allotted or sold pursuant to this authority under the authority conferred on the Directors by paragraph (A) of resolution 21 and/or 22 and/or a sale of ordinary shares held by the Company as treasury shares for cash is £6,539,018.

At last year's Annual General Meeting, shareholders passed a special resolution giving the Directors authority to allot equity securities for cash without first being required to offer such securities to existing shareholders in proportion to their existing holdings, by the limited disapplication of Section 561 of the 2006 Act. That power will expire at the conclusion of this year's Meeting. Accordingly, the Notice includes a resolution to renew this authority.

This authority only extends (apart from pre-emptive issues) to the issue of equity securities, including the sale of any ordinary shares held in treasury in accordance with the provisions of Chapter 6 of Part 18 of the 2006 Act. As at 1 April 2021 the Company held no treasury shares.

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The authority is sought for a maximum nominal value of £6,539,018 representing approximately 130,780,378 ordinary shares in the Company, which is approximately 5 per cent of the total issued ordinary share capital of the Company as at 1 April 2021. As regards rights issues and other pre-emptive issues, the Directors believe the mechanics and delay of the procedure under Section 561 are unduly restrictive and are therefore also seeking continuation of its disapplication in these circumstances. This renewed authority complies with UK institutional investment guidelines and will expire at the earlier of 30 June 2022 and the conclusion of the 2022 Annual General Meeting.

The Directors confirm their current intention to adhere to the Principles of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities to allot equity securities for cash without offering them first to existing shareholders. These principles provide that usage in excess of 7.5 per cent of the Company's ordinary share capital within a rolling three-year period should not take place, other than to existing shareholders, without prior consultation with shareholders. The Company confirms that its use of such authorities has not exceeded this 7.5 per cent limit over the last three years. As announced on 3 March 2021, Prudential is considering raising new equity, which may be issued under this authority.

Resolution 24:

Additional authority for disapplication of pre-emption rights for purposes of acquisitions or specified capital investments THAT if resolutions 21 and 22 are passed the Directors be and are hereby authorised in addition to any authority granted under resolution 22 to allot equity securities (as defined in Section 560(1) of the 2006 Act) for cash pursuant to the power conferred on the Directors by resolutions 21 and/or 22 and/or to sell any ordinary shares held by the Company as treasury shares for cash as if Section 561 of that Act did not apply to such allotment or sale for a period expiring at the earlier of 30 June 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022 (save that the Company may make offers and enter into agreements under this authority prior to its expiry

which would, or might, require equity securities to be allotted (or treasury shares to be sold) after such expiry, and the Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the said authority had not expired), such authority to be:

  1. limited to the allotment of equity securities and sale of treasury shares up to a nominal amount of £6,539,018; and
  2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice (the Statement of Principles).

In line with the best practice guidance issued by the Pre-Emption Group in its Statement of Principles, resolution 24 requests shareholder approval, by way of a separate special resolution, for the Directors to allot equity securities or sell treasury shares for cash in connection with acquisitions or capital investments without first being required to offer such securities to existing shareholders in proportion to their existing holdings, in addition to the general authority to disapply pre-emption rights sought under resolution 23. This authority only extends to the issue of equity securities, including the sale of any ordinary shares held in treasury in accordance with the provisions of Chapter 6 of Part 18 of the 2006 Act. As at 1 April 2021 the Company held no treasury shares.

The authority is sought for a maximum nominal value of £6,539,018 representing approximately 130,780,378 ordinary shares in the Company, which is approximately 5 per cent of the issued ordinary share capital of the Company as at 1 April 2021, the latest practicable date prior to publication of this Notice. The authority sought under this resolution will only be used in connection with a transaction which the board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles, and which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. For these purposes, certain of the Company's recent and planned investments may be determined to constitute capital investments of a kind contemplated by the Statement of Principles, including, but not limited to investing in distribution through bancassurance arrangements, other partnerships and developing its digital platforms.

The Directors consider that the authority sought at this year's Meeting will benefit the Company and its shareholders generally since there may be occasions in the future when the Directors need the flexibility to finance acquisitions or capital investments by issuing shares for cash without a pre-emptive offer to existing shareholders. As announced on 3 March 2021, Prudential is considering raising new equity, which may be issued under this authority.

Resolution 25:

Renewal of authority for purchase of own shares

THAT the Company be and is hereby generally and unconditionally authorised, in accordance with Section 701 of the 2006 Act,

to make one or more market purchases (within the meaning of Section 693(4) of the 2006 Act) of its ordinary shares in the capital of the Company, provided that:

  1. Such authority be limited:
    1. to a maximum aggregate number of 261,560,757 ordinary shares;
    2. by the condition that the minimum price which may be paid for each ordinary share is five pence and the maximum price which may be paid for an ordinary share is the highest of:
      1. an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is contracted to be purchased; and
      2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

in each case exclusive of expenses;

  1. Such authority shall, unless renewed, varied or revoked prior to such time, expire at the earlier of 30 June 2022 and the conclusion of the Annual General Meeting of the Company to be held in 2022, save that the Company may before such expiry make a contract or contracts to purchase ordinary shares under the authority hereby conferred which would or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the power conferred hereby had not expired; and

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  1. All ordinary shares purchased pursuant to said authority shall be either:
    1. cancelled immediately upon completion of the purchase; or
    2. held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the 2006 Act.

The Directors consider that there may be circumstances in which it would be desirable for the Company to purchase its own shares in the market. Although the Directors have no immediate plans to make such purchases, they would like to be able to act if circumstances arose in which they considered such purchases to be desirable. Purchases would only be made if their effect would be to increase earnings per share and they would be for the benefit of shareholders generally.

No purchases of shares would be conducted on the Hong Kong Stock Exchange.

Accordingly, this resolution is proposed to authorise the Company to make market purchases of its ordinary shares up to a maximum nominal value of £13,078,037, representing 261,560,757 ordinary shares which is approximately 10 per cent of the Company's issued share capital as at 1 April 2021, at prices not lower than five pence per ordinary share and not exceeding the highest of (i) 105 per cent of the average middle-market value of an ordinary share for the five business days preceding the date of purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

The Company may retain any shares it purchases as treasury shares with a view to possible reissue at a future date or may cancel the shares. If the Company were to purchase any of its own ordinary shares it would consider holding them as treasury shares pursuant to the authority conferred by this resolution. This would enable the Company to reissue such shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. This authority will expire at the earlier of 30 June 2022 and the conclusion of the 2022 Annual General Meeting.

A waiver from strict compliance with Rule 10.06(5) of the HKLR was granted by the Hong Kong Stock Exchange on 4 May 2010

(and updated on 24 February 2016). Under Rule 10.06(5) of the HKLR, the listing of all shares which are purchased by the Company shall automatically be cancelled upon purchase and the Company must apply for listing of any further issues in the normal way. As a consequence of this waiver, Rule 10.06(5) of the HKLR has been amended such that shares purchased by the Company to hold as treasury shares will remain listed and the listing will not be suspended or cancelled and any subsequent sale of such treasury shares or transfer of such treasury shares pursuant to an employees' share scheme, for example, shall not, for the purposes of the HKLR, constitute a new issue of shares and shall not require a new listing application to be made. In accordance with the terms of this waiver, the Company confirms that it complies with the applicable law and regulation in the UK in relation to the holding of shares in treasury and with the conditions of the waiver in connection with the purchase of own shares and any treasury shares it may hold.

The Company has options and awards outstanding over 23,881,142 ordinary shares, representing 0.91 per cent of the Company's ordinary issued share capital as at 1 April 2021 (the latest practicable date prior to the publication of this Notice). If the existing authority given at the 2020 Annual General Meeting and the authority sought by this resolution 25 were to be fully used these outstanding options and awards would represent 1.14 per cent of the Company's ordinary issued share capital at that date.

Resolution 26:

Notice for general meetings

THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Under the 2006 Act, the notice period required for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period (which cannot however be less than 14 clear days). Annual General Meetings are still required to be held on at least

21 clear days' notice. Approval for a shorter notice period was sought and received from shareholders at the last Annual General Meeting and to preserve this ability, this resolution 26 seeks renewal of the approval for a notice period of 14 days to apply to general meetings. The shorter notice period will not be used as a matter of routine but only where flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. If used, an electronic voting facility will be provided.

Annual General Meetings will continue to be held on at least 21 clear days' notice.

The approval will be effective until the earlier of 30 June 2022 or the conclusion of the Company's 2022 Annual General Meeting when it is intended that a similar resolution will be proposed.

By order of the Board of Directors

Tom Clarkson

Company Secretary

12 April 2021

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Biographies of Directors standing for election

Board of Directors

As at the date of this document, the Board of Directors of the Company comprises:

Chair

Baroness Shriti Vinodkant Vadera

Executive Directors

Michael Andrew Wells

(Group Chief Executive),

Mark Thomas FitzPatrick CA, and

Stuart James Turner FCA FCSI FRM.

Independent Non-executive Directors

Jeremy David Bruce Anderson CBE,

David John Alexander Law ACA,

Kaikhushru Shiavax Nargolwala FCA,

Anthony John Liddell Nightingale CMG SBS JP,

The Hon. Philip John Remnant CBE FCA,

Alice Davey Schroeder,

Thomas Ros Watjen,

Jane Fields Wicker-Miurin OBE, and

Yok Tak Amy Yip

Chair

Shriti Vadera

Chair

N

Appointments

Board: May 2020

Chair of the Board: January 2021

Chair of the Nomination & Governance Committee: January 2021

Kai Nargolwala will not stand for re‑election at this Meeting.

As announced on 4 February and 18 March 2021, Chua Sock Koong CFA, Ming Lu and Jeanette Kai Yuan Wong will join the Board as Non-executive Directors on 1 May 2021.

Since the Hong Kong Insurance Authority became the Group-wide supervisor, the composition of the Prudential Corporation Asia Limited board of directors mirrors the Prudential Board.

Age: 58

Relevant skills and experience

Shriti is the Chair of the Board. She joined Prudential as a Non-executive Director and member of the Nomination & Governance Committee on 1 May 2020 and became Chair of the Board with effect from 1 January 2021. She became Chair of the Nomination & Governance Committee at the same time.

She contributes her senior boardroom experience at complex organisations, including extensive experience with international operations, strong strategic and financial services experience and experience at the highest level of international negotiations between Governments and in multilateral organisations.

Shriti was chair of Santander UK Group Holdings from 2015 until October 2020. She was a Director of BHP from 2011 and its Senior Independent Director from 2015 until October 2020, and a Non-executive Director of Astra Zeneca from 2011 until 2018.

Between 2009 and 2014, she undertook a wide range of assignments, such as advising the South Korean Chair of the G20 in 2010, two European countries on the Eurozone and banking crisis, the African Development Bank on infrastructure financing, a number of global investors and sovereign wealth funds on strategy and economic and market developments.

Shriti was a Minister in the UK Government from 2007 to 2009 in the Cabinet Office, Business Department and International Development Department and led on the UK government's response to the global financial crisis and its Presidency of the G20. She was a member of the HM Treasury's Council of Economic Advisers from 1999 to 2007, advising on domestic and international issues.

Shriti began her career in investment banking with SG Warburg/UBS in 1984, where she had a strong focus on emerging markets.

Other appointments

  • Institute of International Finance, Board Member

Key

  1. Member of the Audit Committee
  1. Member of the Nomination
    • Governance Committee

Re Member of the Remuneration Committee

Ri Member of the Risk Committee

  Denotes Committee Chair

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Executive Directors

Michael Wells

Mark FitzPatrick CA

James Turner FCA FCSI FRM

Group Chief Executive

Group Chief Financial Officer

Group Chief Risk and

and Chief Operating Officer

Compliance Officer

Appointments

Board: January 2011

Group Chief Executive: June 2015

Age: 61

Relevant skills and experience

Mike continues to develop the operational management of the Group on behalf of the Board, implementing Board decisions and leading the Executive Directors and senior executives in the management of all aspects of the day-to-day business of the Group.

Mike has more than three decades' experience in insurance and retirement services, having started his career at the US brokerage house Dean Witter, before going on to become a managing director at Smith Barney Shearson.

Mike joined the Prudential Group in 1995 and became Chief Operating Officer and Vice‑Chairman of Jackson in 2003. In 2011, he was appointed President and Chief Executive Officer of Jackson, and joined the Board of Prudential.

During his leadership of Jackson, Mike was responsible for the development of Jackson's market-leading range of retirement solutions. He was also part of the Jackson teams that purchased and successfully integrated a savings institute and two life companies.

Mike is Group Chief Executive, a position he has held since June 2015.

Other appointments

  • International Advisory Panel of the Monetary Authority of Singapore
  • San Diego University Advisory Board
  • China Children Development Foundation

Appointment

Board: July 2017

Age: 53

Relevant skills and experience Mark has a strong background across financial services, insurance and investment management, encompassing wide geographical experience relevant to the Group's key markets.

Mark previously worked at Deloitte for

26 years, building his industry focus on insurance and investment management globally. During this time, Mark was managing partner for Clients and Markets, a member of the executive committee and a member

of the board of Deloitte UK. He was a vice chairman of Deloitte for four years, leading the CFO Programme and developing the CFO Transition labs.

Mark previously led the Insurance & Investment Management audit practice and the insurance industry practice.

Mark is Group Chief Financial Officer and Chief Operating Officer, a position he has held since July 2019. He joined the Board as Chief Financial Officer in July 2017.

Other appointment

  • British Heart Foundation

Appointment

Board: March 2018

Age: 51

Relevant skills and experience

Having held senior positions at Prudential for over a decade, James has a wide-ranging understanding of the business and draws on previous experience across internal audit, finance and compliance, as well as technical knowledge, relevant to his role.

James joined Prudential as the Director of Group-wide Internal Audit and was appointed Director of Group Finance in September 2015, with responsibility for delivery of the Group's internal and external financial reporting, business planning, performance monitoring and capital and liquidity planning.

James joined the Board as an Executive Director and Group Chief Risk Officer in March 2018 and in July 2019 assumed responsibility

for Group Compliance. James relocated to Hong Kong in August 2019 and has led the discussions with the Hong Kong Insurance Authority on the development of their Group-wide Supervisory Framework.

Prudential plc

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Biographies of Directors standing for election / continued

Independent Non-executive Directors

Jeremy Anderson CBE*

Chua Sock Koong CFA

David Law ACA

Non-executive Director

Non-executive Director

Non-executive Director

Ri A

A Ri Re

Appointments

Board: January 2020

Chair of the Risk Committee: May 2020

Audit Committee: January 2020

Responsibility & Sustainability Working Group:

February 2021

Appointments

Appointments

Board: May 2021

Board: September 2015

Chair of the Audit Committee: May 2017

Risk Committee: May 2017

Remuneration Committee: February 2021

Age: 62

Relevant skills and experience

Jeremy contributes substantial leadership experience of the financial services sector across Asia and the US. He has extensive technical knowledge on audit and risk management, particularly concerning international companies.

Jeremy joined KPMG Consulting in 1985 and held the role of Chief Executive Officer in 2001 before being appointed as head of UK operations at Atos Origin and a member of the Management Board of Atos Origin SA in 2002. From 2006, following two years as head of financial services at KPMG UK, Jeremy held the role of KPMG's Head of Financial Services for Europe followed by head of clients and markets in 2008. He served as KPMG's Chairman of Global Financial Services until 2017. Jeremy also served on the board of the UK Commission for Employment and Skills, and now serves as a non-executive director and chairman of the audit committee of UBS Group AG.

Jeremy joined the Board in January 2020 as a Non-executive Director and member of the Audit and Risk Committees. He became Chair of the Risk Committee and a member of the Nomination & Governance Committee in May 2020. In February 2021, Jeremy stepped down from the Nomination & Governance Committee and became a member of the Responsibility & Sustainability Working Group.

Other appointments

  • UBS Group AG/UBS AG (Audit Committee Chair, Senior Independent Director, Vice-Chair)
  • The Productivity Group
  • The Kingham Hill Trust

Age: 63

Relevant skills and experience

Sock Koong has thirty years' experience of business leadership and operations throughout Asia.

Sock Koong started her career in financial services at United Overseas Bank in 1979 before moving to Wearne Brothers in 1981. She joined Singtel Group, one of Asia's largest telecoms businesses, in 1989 initially as treasurer.

She held a number of senior roles at Singtel, including CEO international and group chief financial officer, before being appointed group chief executive officer in 2007, a position she held until December 2020. She was chair of GSMA from 2019 to 2020 and was appointed as a member of Singapore's Public Service Commission in January 2009, becoming deputy chairman in January 2020.

Sock Koong will join the Board as a Non‑executive Director on 1 May 2021.

Other appointments

  • Bharti Airtel Limited
  • Bharti Telecom Limited
  • Cap Vista Pte Ltd
  • Defence Science and Technology Agency
  • The Public Service Commission
  • Research, Innovation and Enterprise Council

Age: 61

Relevant skills and experience

David has experience across the Group's key international markets including North America and Asia, and across a number of industry sectors. He contributes extensive technical knowledge of audit, accounting and financial reporting essential to his role as Chair of the Audit Committee.

David is an accountant and spent 33 years working with Price Waterhouse and PricewaterhouseCoopers (PwC). During this time he was inter alia the global leader of PwC's insurance practice, a partner in the UK firm, and worked as the lead audit partner for multinational insurance companies until his retirement in 2015. Other roles included leadership of PwC's insurance and investment management assurance practice in London and the firm's Scottish assurance division. He also spent three months working in Hong Kong in the early 1990s. After his retirement David became a director and CEO of L&F Holdings Limited and its subsidiaries (L&F). L&F is the professional indemnity captive insurance group which serves the PwC network and its member firms. David retired from this role in July 2019.

David joined the Board in September 2015 as a Non-executive Director and member of the Audit Committee. He was appointed Chair of the Audit Committee and a member of the Risk Committee and of the Nomination

& Governance Committee in May 2017.

In February 2021, David stepped down from the Nomination & Governance Committee and was appointed a member of the Remuneration Committee.

Other appointments

  • University of Edinburgh

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Ming Lu

Non-executive Director

Appointments

Board: May 2021

Age: 63

Relevant skills and experience

Ming has over thirty years' experience of investing and developing businesses throughout the Asia Pacific region.

From 1985 to 1993, Ming worked for CITIC, the largest direct investment firm in China, before moving to Kraft Foods International Inc. where he worked until 1997. He was also president of Asia Pacific at Lucas Varity.

Ming was a partner at CCMP Capital Asia (formerly J.P. Morgan Partners Asia), where he was responsible for investment in the automotive, consumer and industrial sectors across a number of countries throughout Asia. Ming has also held directorships at Ma San Consumer Corporation, Mandala Energy Management Pte Ltd, Weststar Aviation Service Sdn Bhd and MMI Technologies Pte Ltd.

Ming joined Kohlberg Kravis Roberts (KKR)

in 2006. He is a partner of KKR and head of Asia Pacific and also currently serves as a member of the KKR Asian Private Equity Investment Committee, KKR Asian Portfolio Management Committee and KKR Investment, Management and Distribution Committee. Since 2018 he has played an important role in KKR's Asia growth and expansion and has served as a member of the Asia Infrastructure Investment Committee and Asia Real Estate Investment Committee.

Ming will join the Board as a Non-executive Director on 1 May 2021.

Other appointments

  • Jones Lang LaSalle, Inc.
  • Goodpack Pte Ltd

Anthony Nightingale CMG SBS JP

Non-executive Director

Re N

Appointments

Board: June 2013

Chair of the Remuneration Committee: May 2015

Nomination & Governance Committee:

May 2015

Age: 73

Relevant skills and experience

Anthony has long executive experience of listed companies and, in particular, extensive knowledge of Asian markets.

Anthony spent his career in Asia, where he joined the Jardine Matheson Group in 1969, holding a number of senior positions before joining the board of Jardine Matheson Holdings in 1994. He was managing director of the Jardine Matheson Group from 2006 to 2012. Anthony was on the Board of Schindler Holding Limited until 19 March 2020.

He was a past chairman of the Hong Kong General Chamber of Commerce and was appointed as an ABAC Representative of Hong Kong, China from 2005 to 2017 and the Hong Kong representative to the APEC Vision Group from 2018 to 2019.

He is the Chairperson of the Sailors Home and Missions to Seafarers in Hong Kong.

Anthony joined the Board in June 2013 as a Non-executive Director and member of the Remuneration Committee. He became Chair of the Remuneration Committee and a member of the Nomination & Governance Committee in May 2015.

Other appointments

  • Jardine Matheson Holdings (and other Jardine Matheson group companies)
  • Shui On Land Limited
  • Vitasoy International Holdings Limited
  • The Innovation and Strategic Development Council in Hong Kong

The Hon. Philip Remnant CBE FCA

Senior Independent Director

A N Re

Appointments

Board: January 2013

Audit Committee: January 2013

Nomination & Governance Committee:

January 2013

Remuneration Committee: January 2013

Age: 66

Relevant skills and experience

Philip contributes experience across a number of sectors and in particular listed company experience and the financial services industry, including asset management, in the UK

and Europe.

Philip was a senior adviser at Credit Suisse and a vice chairman of Credit Suisse First Boston (CSFB) Europe and head of the UK Investment Banking Department. He was twice seconded to the role of director general of the Takeover Panel. Philip served on the board of Northern Rock plc and as chairman of the Shareholder Executive. Until July 2018, he also served on the board of UK Financial Investments Limited. In October 2020, Philip stepped down as chairman and member of the board of

The City of London Investment Trust plc.

Philip joined the Board in January 2013 as a Non-executive Director, as Senior Independent Director and as a member of each of the Audit Committee, the Remuneration Committee and the Nomination & Governance Committee. He also chaired the M&G Group Limited board from April 2016 until October 2018.

Other appointments

  • Severn Trent plc
  • Takeover Panel (deputy chairman)

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Biographies of Directors standing for election / continued

Independent Non-executive Directors

Alice Schroeder

Thomas Watjen

Fields Wicker-Miurin OBE

Non-executive Director

Non-executive Director

Non-executive Director

A Ri

Re Ri N

Re

Appointments

Board: June 2013

Audit Committee: June 2013

Risk Committee: March 2018

Chair of the Responsibility & Sustainability

Working Group: February 2021

Age: 64

Relevant skills and experience

Alice has experience across the insurance, asset management, technology and financial services industries in the US.

Alice began her career as a qualified accountant at Ernst & Young. She joined the Financial Accounting Standards Board as a manager

in 1991, overseeing the issuance of several significant insurance accounting standards.

From 1993, she led teams of analysts specialising in property-casualty insurance as a managing director at CIBC Oppenheimer, PaineWebber (now UBS) and Morgan Stanley. Alice was also an independent board member of the Cetera Financial Group and held the office of CEO and chair of WebTuner (now Showfer Media LLC), until its sale in 2017. She was also a director of Bank of America Merrill Lynch International until December 2018.

Alice joined the Board in June 2013 as a Non-executive Director and member of the Audit Committee. She became a member of the Risk Committee in March 2018 and was appointed Chair of the Responsibility & Sustainability Working Group in February 2021.

Other appointments

  • Quorum Health Corporation
  • Natus Medical Incorporated
  • Westland Insurance Group Ltd

Appointments

Board: July 2017

Remuneration Committee: July 2017

Risk Committee: November 2018

Nomination & Governance Committee:

February 2021

Employee Engagement Director: May 2019

Age: 66

Relevant skills and experience

Tom has experience across the insurance, asset management and financial services industries as well as experience with listed companies in the UK and the US.

Tom started his career at Aetna Life and Casualty before joining Conning & Company, an investment and asset management provider, where he became a partner in the consulting and private capital areas. He joined Morgan Stanley in 1987, and became a managing director in its insurance practice.

In 1994 he was appointed executive vice president and chief financial officer of Provident Companies Inc.

He was a key member of the team associated with Provident's merger with Unum in 1999 and was appointed president and chief executive officer of the renamed Unum Group in 2003,

a role he held until May 2017. Tom also served on the board of Sun Trust Banks from 2010 until April 2019. In 2019, Tom joined the boards of LocatorX, Inc and in 2020 he joined the board of Arch Capital Group Limited.

Tom joined the Board in July 2017 as a Non-executive Director and member of the Remuneration Committee. He became a member of the Risk Committee in November 2018 and a member of the Nomination & Governance Committee in February 2021. Tom acts as a designated Non-executive Director for employee engagement matters as set out in the UK Code, for the Group's workforce in the US and UK.

Other appointments

  • Arch Capital Group Limited
  • LocatorX, Inc

Appointments

Board: September 2018

Remuneration Committee: September 2018

Responsibility & Sustainability Working Group:

February 2021

Age: 62

Relevant skills and experience

Fields has extensive international boardroom experience, combining knowledge of the Group's key geographic markets in Asia and Africa with experience across the global financial services industry, including more than 10 years as a non-executive director and committee chair of life insurance and reinsurance companies.

Fields has held a number of senior positions, including senior partner at Strategic Planning Associates, chief financial officer and director of strategy at the London Stock Exchange, and leader of the global markets practice at AT Kearney. She was appointed to Nasdaq's Technology Advisory Council and as an expert on the Panel advising the European Parliament on financial markets harmonisation. She previously chaired the investment committee of the Royal London Group and has chaired the audit committee of Savills plc. From 2004-2014, Fields focused on sub-Saharan Africa, India and China in her role as chair of the investment impact committee of CDC, the UK Government's development finance institution.

Fields has served on the boards of three

UK Government departments, including the Department of Business, where she chaired the strategic investment committee and was a member of the technology strategy board, and the Department for Digital, Culture, Media and Sport (2016-2020), where she chaired the audit and risk committee.

Fields joined the Board in September 2018 as

  1. Non-executiveDirector and member of the Remuneration Committee and was appointed a member of the Responsibility & Sustainability Working Group in February 2021.

Other appointments

  • BNP Paribas
  • SCOR SE
  • Leaders' Quest (Partner)
  • Royal Academy of Arts Council

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Jeanette Wong*

Non-executive Director

Appointments

Board: May 2021

Age: 61

Relevant skills and experience Jeanette has more than thirty five years of operational experience in financial services, mainly across Southeast Asia and the broader Asia Pacific region.

Jeanette started her career in Singapore at Banque Paribas in 1982 and moved to Citibank in 1984. She held senior pan-Asian roles at JP Morgan in Singapore from 1986 to 2003, when she joined DBS Group, initially as chief administrative officer, then as chief financial officer from 2003 to 2008. She led DBS Group's institutional banking business from 2008 to 2019, where she was responsible for corporate banking, global transaction services, strategic advisory, and mergers and acquisitions.

As part of her role at DBS Group, Jeanette held non-executive director positions with ASEAN Finance Corporation, TMB Bank and the Bank of the Philippine Islands.

She has previously served as a non-executive director of Fullerton Fund Management Ltd (until April 2021) and Neptune Orient Lines Limited. She is also chairman of the Council of CareShield Life, Singapore's mandatory care insurance scheme.

Jeanette will join the Board as a Non-executive Director on 1 May 2021.

Other appointments

  • UBS Group AG
  • Essilorluxottica (until May 2021)
  • PSA International Pte Ltd
  • Council of CareShield Life
  • Singapore Securities Industry Council

Amy Yip

Non-executive Director

A

Appointments

Board: September 2019

Audit Committee: March 2021

Age: 69

Relevant skills and experience

Amy has extensive experience of China and South-east Asia following a 40-year career in banking, insurance, asset management and government.

Amy started her career in 1978 and has held a number of senior positions in financial services in Asia. She was formerly head of wealth management of DBS Bank, chair of DBS Asset Management and chief executive officer of DBS Bank Hong Kong. Since 2011 she has been an adviser to Vita Green, a health supplements provider based in Hong Kong.

Amy became a non-executive director of AIG Insurance Hong Kong Limited in 2011 and chairs its audit committee. She became

  1. non-executivedirector and member of the Technology Committee of Deutsche Börse AG in 2015 and became chair of the Asia Pacific advisory board of EFG Bank International
    in 2019. Amy served as a member of the compensation and nomination committees of Temenos Group AG from 2014 until May 2020, and as a non-executive director of Fidelity Funds from 2017 until October 2020.

Amy joined the Board in September 2019 as a Non-executive Director and member of the Remuneration Committee. With effect from 3 March 2021, Amy stepped down from the Remuneration Committee and joined the Audit Committee.

Other appointments

  • AIG Insurance Hong Kong Limited
  • Deutsche Böerse AG
  • EFG Bank and EFG Bank International (Chairman, Asia Pacific Advisory Board)

Note

  • When considering her appointment, the Board took into account Jeanette's position as a non-executive director and member of the compensation committee of UBS Group AG (UBS). Jeremy Anderson also holds a non-executive directorship at UBS and the Board carefully considered any potential impact on their independence, with reference to the UK Corporate Governance Code which suggests cross-directorships as one of the areas to take into account. The Board has determined that this cross-directorship will not affect the independence of Jeanette or Jeremy, taking into account that neither holds an executive position at UBS, neither is responsible for setting the remuneration of the other at UBS nor at Prudential, and that the Board is confident that both can be expected to demonstrate objectivity and independence of judgment following Jeanette's appointment to the Board.

Prudential plc

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Notice of Annual General Meeting 2021

Additional information

Directors' remuneration

None of the Directors standing for election or re-election has any relationship with any other Director, member of senior management or substantial or controlling shareholder of the Company.

The biographical information in respect of each of these Directors complies with the disclosure requirements as set out in the HKLR. As such, there are no other matters that need to be brought to the attention of holders of securities of the Company and no other information to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the HKLR.

As at the date of this Notice, Non‑executive Directors are paid £99,000 per annum, with additional fees for membership or chairmanship of a Board Committee as follows:

Ordinary

Committee

membership

Chairship

£

£

Audit

30,000

75,000

Nomination & Governance

15,000

-

Risk

30,000

75,000

Remuneration

30,000

65,000

Shriti Vadera is the Chair of the Company. She receives an annual fee of £765,000, which includes her Committee duties. Philip Remnant is the Senior Independent Director of the Company and he receives an annual fee of £50,000, in addition to his Board and Committee fees.

A fee of £45,000 for the chair and £22,000 for members of the Responsibility & Sustainability Working Group is paid to Alice Schroeder (Chair), Jeremy Anderson, Kai Nargolwala and

Fields Wicker-Miurin, in addition to their Board and Committee fees.

Until the conclusion of the Meeting, an annual fee of £30,000 is paid to each of Kai Nargolwala and Tom Watjen for their role representing the views of the Group's workforce at Board level. From the conclusion of the Meeting, workforce engagement activities will be carried out by the Responsibility & Sustainability Working Group.

Salary levels for Executive Directors are reviewed annually by the Remuneration Committee taking account of the pay budgets for the wider workforce and external market reference points to provide context.

The current basic salaries of Mark FitzPatrick, James Turner and Michael Wells are £760,000, HKD 7,330,000 and £1,149,000 respectively.

In addition, the Executive Directors are eligible to receive a discretionary annual bonus and long-term incentive awards as described more fully in the Directors' Remuneration Report in the 2020 Annual Report.

Interests in the share capital of the Company

As at 1 April 2021 being the latest practicable date prior to the publication of this document, the Directors standing for election and re-election held the following beneficial interests in the ordinary share capital of the Company. These interests include shares acquired under the Share Incentive Plan, deferred annual incentive awards and interests in shares awarded on appointment. For further information please refer to the Directors' Remuneration Report

in the 2020 Annual Report.

Directors' interests in shares, options and awards1

Interests

Total

in

beneficial

ordinary

Option

Option

interest

shares

(number

under

exercise

exercise

of shares)

option

price

periods

£

Chair

Shriti Vadera

67,500

n/a

n/a

Executive Directors

Mark FitzPatrick

166,400

2,061

14.55

1 Dec 22 -

James Turner

139,405

n/a

n/a

31 May 23

Mike Wells2

1,144,125

1,867

9.64

1 Dec 23 -

Non-executive Directors

30 June 24

Jeremy Anderson

9,157

n/a

n/a

David Law

11,054

n/a

n/a

Anthony Nightingale

50,000

n/a

n/a

Philip Remnant

7,916

n/a

n/a

Alice Schroeder3

20,000

n/a

n/a

Tom Watjen3

10,340

n/a

n/a

Fields Wicker-Miurin

6,500

n/a

n/a

Amy Yip

2,500

n/a

n/a

Notes

  1. The Directors' beneficial interests in shares are shown as at 1 April 2021, being the latest practicable date prior to the publication of this Notice.
  2. Mike Wells' beneficial interests include ordinary shares and ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares.
  3. Alice Schroeder's and Tom Watjen's beneficial interests are in ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares.
  4. Chua Sock Koong, Ming Lu and Jeanette Wong are not Directors of the Company as at the date of publication of this Notice. Their appointments will become effective on 1 May 2021. As announced on 4 February 2021 and 18 March 2021 respectively they held no interests in the Company's shares on those dates.

None of the Directors standing for election or re-election has an interest in the Company's loan stock, nor the shares or loan stock of any subsidiary or associated undertaking of the Group.

Major shareholders

The table below shows the holdings of major shareholders in the Company's issued ordinary share capital, as at 31 December 2020, as notified and disclosed to the Company in accordance with the Disclosure Guidance and Transparency Rules.

% of total

As at 31 December 2020

voting rights

BlackRock, Inc

5.08

Third Point LLC

5.04

No notifications have been received from year end to 1 April 2021.

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Notes to Notice of Meeting

  1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Where more than one proxy is appointed, members must specify the number of shares each proxy is entitled to exercise. A proxy need not be a shareholder of the Company.
  2. Members' attention is drawn to the Form of Proxy accompanying this Notice. A proxy may be appointed by any of the following methods:
    1. Completing and returning the enclosed Form of Proxy;
    2. For members on the UK register, electronic proxy appointment by logging in to the website of Equiniti, the Company's registrar, at www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, which are printed on the accompanying Form of Proxy. Full details of the procedures are given on the website. If you have already registered with Equiniti's online portfolio service Shareview, you may submit your proxy vote by logging in 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; or
    3. If you are a member of CREST, by using the CREST electronic appointment service. IMPORTANT: Whichever method you choose, your instructions or Form of Proxy must be received by the registrar no later than 11.00am London time (6.00pm Hong Kong/ Singapore time) on Tuesday 11 May 2021. Any person holding an interest in shares through CDP must submit the completed Form of Proxy to CDP, and should note that CDP must receive voting instructions by 5.00pm Singapore time on Monday 3 May 2021 to allow it to collate voting instructions for onward transmission to Computershare Hong Kong Investor Services Limited (Computershare Hong Kong), the Hong Kong branch share registrar,

    by the deadline above.

  3. If you are a registered shareholder and do not have a Form of Proxy and believe that you should have one, or if you require additional forms, or would like to request a hard copy of the 2020 Annual Report please contact Equiniti on 0371 384 2035 or Computershare Hong Kong on + 852 2862 8555. Please contact +44 121 415 7026 for the Equiniti overseas helpline if you are calling from outside the UK. Lines at Equiniti are open from 8.30am to 5.30pm London time Monday to Friday.
  4. To be valid a Form of Proxy, or other instrument appointing a proxy, must be received by post or by hand (during normal business hours only) at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 11.00am London time on Tuesday 11 May 2021 or at 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 11 May 2021. Any person holding an interest in shares through CDP must submit the completed Form of Proxy to CDP, and should note that CDP must receive voting instructions by 5.00pm Singapore time on Monday 3 May 2021 to allow it to collate voting instructions for onward transmission to Computershare Hong Kong, the Hong Kong branch registrar, by the deadline above.
  5. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the Meeting and voting in person, via the Lumi website, if he/she wishes to do so.
  6. Any person to whom this Notice is sent who is a person nominated under Section 146 of the 2006 Act to enjoy information rights (a nominated person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a nominated person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
  7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 4 above does not apply to nominated persons. The rights described in these paragraphs can only be exercised by registered shareholders of the Company.
  8. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered on the Company's main UK share register or Hong Kong branch register as at 6.30pm London time on Tuesday 11 May 2021 (1.30am Hong Kong time on Wednesday 12 May 2021) (or, in the event of any adjournment, 6.30pm London time two days prior to the adjourned meeting). Any person holding an interest in shares through CDP must be registered on CDP's register as at 5.00pm Singapore time on Monday 3 May 2021 (or in the event of an adjournment 5.00pm Singapore time nine days prior to the adjourned meeting). The earlier CDP deadline is to allow sufficient time for a person holding an interest in shares through CDP to obtain authorisation to act as a proxy or representative of HKSCC Nominees Limited, in whose name the shares are registered, at the Meeting. Changes to the Company's share registers after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
  9. As at 1 April 2021 (being the latest practicable day prior to the publication of this Notice) the Company's issued share capital consists of 2,615,607,578 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 1 April 2021 were 2,615,607,578. The Company does not hold any shares in treasury.
  10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
  1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent (ID RA19) by 11.00am London time on Tuesday 11 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions
    to proxies appointed through CREST should be communicated to the appointee through other means.
  2. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  3. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
  4. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  5. Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
  6. Under Section 527 of the 2006 Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or
    (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528
    of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
  7. Any member or their proxy attending the Meeting has the right to ask questions. The Company must provide an answer to any such question relating to the business being dealt with at the Meeting save that no such answer need be given if (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
  8. A copy of this Notice and other information required by Section 311A of the 2006 Act, may be found at www.prudentialplc.com/investors/shareholder-information/agm/2021.
  9. The Company will continue its practice of calling a poll on all resolutions at the Meeting. The provisional voting results, which will include all votes cast for and against each resolution at the Meeting, and all proxies lodged prior to the Meeting, which will include votes cast for and against each resolution, will be announced at the Meeting and published on the Company's website as soon as practicable after the Meeting. The Company will also disclose the number of votes withheld at the Meeting and on its website. This practice provides shareholders present with sufficient information regarding the level of support and opposition to each resolution and ensures all votes cast either at the Meeting or through proxies are included in the result.
  10. For meetings held on or after 3 September 2020 where the company is a traded company, members have the right to request information to enable them to determine that their vote was validly recorded and counted. If you wish to receive this information please contact our Registrars, Equiniti, on 0371 384 2035 if calling from the UK or +44 121 415 7026 if calling from overseas. Lines are open from 8.30am to 5.30pm Monday to Friday, excluding bank holidays in England and Wales. Alternatively you can write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
  11. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Chair's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
  12. The Company may process personal data of attendees at the Meeting. This may include webcasts, photos, recording and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy, which can found at www.prudentialplc.com/~/media/Files/P/Prudential-V3/content-pdf/prudential-plc-privacy-policy-oct2019.pdf

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Notice of Annual General Meeting 2021

Participation in the Annual General Meeting

Electronic meeting

Prudential plc will be enabling shareholders to attend and participate in the 2021 Annual General Meeting electronically, should they wish to do so. This can be done by accessing the AGM website, www.web.lumiagm.com

Accessing the AGM website

The Lumi website can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to www.web.lumiagm.com on the day.

An active internet connection is always required in order to allow

you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Logging in

--On accessing the Lumi website, you will be asked to enter a Meeting ID which is 101-815-267.

--You will then be prompted to enter your unique Shareholder Reference Number (SRN), which is printed on your proxy form or online voting card.

--You will also be asked to enter a PIN - this is the first two and last two digits of your SRN.

Access to the meeting via the website will be available from 10:00am on 13 May 2021; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Broadcast

The meeting will be broadcast. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as view and vote on the resolutions to be put forward to the meeting, once the poll is open (see 'Voting' for further details).

Voting

Once the Chair has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chair's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all the resolutions in the Notice of Meeting. Resolutions will not be put forward separately.

Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available.

--Select the option that corresponds with how you wish to vote, 'FOR', 'AGAINST' or 'WITHHELD'.

--Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received - there is no submit button.

--If you make a mistake or wish to change your vote, simply select the correct choice.

--If you wish to cancel your vote, select the 'cancel' button.

  • You will be able to do this at any time while the poll remains open and before the Chair announces its closure at the end of the meeting.

Questions

Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing.

--Select the messaging icon from within the navigation bar and type your question at the bottom of the screen.

--Once finished, press the 'send' icon to the right of the message box to submit your question.

This facility will be available from 10:00am on 13 May 2021.

Duly appointed proxies and corporate representatives

To obtain your SRN and PIN, please contact the Company's registrar Equiniti before 11:00am on 12 May 2021 on 0371 384 2035 or +44 (0)121 415 7026 if you are calling from outside the UK.

Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

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User guide to joining the Prudential plc

2021 Annual General Meeting remotely

AGM website: https://web.lumiagm.com

Meeting ID: 101-815-267

To log in you must have your SRN and PIN - see 'logging in' section for details.

1.

Open the Lumi website and you will be prompted to enter the Meeting ID. If you attempt to login to the website before 10:00am on 13 May 2021, a pop-up dialogue box

will appear.

2.

After entering the Meeting ID, you will be prompted to enter your unique SRN and PIN (see 'logging in' section for details).

3.

When successfully authenticated, you will be taken to the Home screen.

4.

To view the meeting presentation, expand the 'Broadcast Panel', located at the bottom of your device. If viewing through a browser, it will appear automatically.

This can be minimised by pressing the same button.

6.

For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

5.

When the Chair declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

7.

If you change your mind, simply press the correct choice to override your previous selection.

To cancel your vote, press 'Cancel'.

To return to the voting screen while the poll is open, select the voting icon.

8.

If you would like to ask a question, select the messaging icon.

Type your message within the chat box at the bottom of the messaging screen.

Click the send button to submit.

Ask a question

Prudential plc

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Notice of Annual General Meeting 2021

Shareholder information

Shareholder enquiries

For enquiries about shareholdings, including dividends and lost share certificates, please contact the Company registrars:

By post

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

By telephone

Tel 0371 384 2035

Textel 0371 384 2255 (for hard of hearing)

Lines are open from 8.30am to 5.30pm (London time), Monday to Friday.

International shareholders

Tel: +44 121 415 7026

Documents available for inspection

Copies of documents listed below are available for inspection during normal business hours at 1 Angel Court, London, EC2R 7AG, the registered office of the Company, Monday to Friday (public holidays excepted) and will be available at the place of the Meeting from 10.45am on Thursday 13 May 2021 until the conclusion of the Meeting.

The documents available for inspection are:

--the service contracts between the Prudential Group and the Executive Directors; and

--the letters of appointment and terms and conditions of appointment between the Company and the Non-executive Directors (including the Chair).

If you would like to make arrangements to inspect any of the above documents please contact Secretariat@prudentialplc.com

The above documents will also be displayed at the offices of Slaughter and May, 47th Floor, Jardine House, One Connaught Place, Central, Hong Kong.

2020 second interim dividend timetable

The timetable for the 2020 second interim dividend is as follows:

Dividend mandates

Shareholders may have their dividends paid directly to their bank or building society account. If you wish to take advantage of this facility, please call Equiniti and request a cash dividend mandate form.

Alternatively, shareholders may download the form from www.prudentialplc.com.

If you are an overseas shareholder then you may be able to make use of the overseas payment service provided by Equiniti which enables your dividends to be paid in local currency direct to your bank account.

To obtain further information about this service please contact Equiniti on the number above or alternatively visit: www.shareview.co.uk/4/Info/Portfolio/Default/en/Home/ Shareholders/Pages/Overseas-Payment-Service.aspx

Dividend currency

The Company now announces its dividends in US dollars.

Shareholders on the UK register may elect to receive their dividend payment in pound sterling or in US dollars. If no election is made, the shareholder will receive payment in pound sterling.

Shareholders on the Hong Kong register may elect to receive their dividend payment in Hong Kong dollars or US dollars. If no election is made, the shareholder will receive payment in Hong Kong dollars.

Those holding their shares on the UK or Hong Kong registers may elect to receive payment for this and future dividends in US dollars. If a shareholder has previously made an election to receive payment for future dividends in US dollars, they will continue to receive payment in US dollars until the election has been revoked.

Such election or instructions to revoke a previous election must be received by the relevant share registrar on or before 23 April 2021. Elections can be made by contacting the relevant registrar whose contact details, and further information, can be found on Prudential's website www.prudentialplc.com/investors/shareholder-information/dividend/dividend-currency-election

Shareholders with ordinary shares

Shareholders registered on the UK

Holders of US American

standing to the credit of their

2020 second interim dividend

register and Hong Kong branch register

Depositary Receipts

CDP securities accounts

Ex-dividend date

25 March 2021

-

25 March 2021

Record date

26 March 2021

26 March 2021

26 March 2021

Payment date

14 May 2021

14 May 2021

On or about 21 May 2021

Cash dividend alternative

The Company operates a Dividend Reinvestment Plan (DRIP). Shareholders who have elected for the DRIP will automatically receive shares for all future dividends in respect of which a DRIP alternative is offered. The election may be cancelled at any time by the shareholder. Further details of the DRIP are available at www.shareview.co.uk/4/ Info/Portfolio/default/en/home/shareholders/Pages/ ReinvestDividends.aspx.

Electronic communications

Shareholders are encouraged to elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk. Shareholders who have registered will be sent an email notification whenever shareholder documents are available on the Company's website. When registering, shareholders will need their shareholder reference number which can be found on their share certificate or Form of Proxy. The option to receive shareholder documents electronically is not available to shareholders holding shares through CDP.

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How to manage shareholdings

Information on how to manage shareholdings can be found at www.help.shareview.co.uk. The pages at this web address provide the following:

--answers to commonly asked questions regarding shareholder registration;

--links to downloadable forms, guidance notes, and Company history fact sheets; and

--a choice of contact methods - via email, phone, or post.

If the answer to a question is not included in the information provided, shareholders can send enquires via secure email from these pages.

A form will need to be completed, together with a shareholder reference number, name, address and email address, if desired.

Corporate Sponsored Nominee account

Prudential offers a Corporate Sponsored Nominee account (CSN) that allows shareholders based in the UK and the EEA to hold their Prudential shares in an electronic format. Further information on the CSN can be found at www.shareview.co.uk.

To join the CSN simply contact Equiniti on 0371 384 2035 for a transfer form. Complete and return it with your share certificates to the address stated on the form.

Further information, including the full terms and conditions, can be found online at www.shareview.co.uk/info/csn or alternatively you can speak to someone at Equiniti on 0371 384 2035.

Share dealing services

The Company's Registrars, Equiniti, offer a postal dealing facility for buying and selling Prudential plc ordinary shares; please see the Equiniti address on page 18 or telephone 0371 384 2248. They also offer a telephone and internet dealing service, Shareview, which provides a simple and convenient way of selling Prudential plc shares. For telephone sales call 0345 603 7037 between 8.30am and 5.30pm London time, Monday to Friday, and for internet sales log on to www.shareview.co.uk/dealing

ShareGift

Shareholders who only have a small number of shares the value of which makes them uneconomic to sell may wish to consider donating them to ShareGift (Registered Charity 1052686). The relevant share transfer form may be downloaded from our website www.prudentialplc.com/investors/shareholder-information/forms or from Equiniti. Further information about ShareGift may be obtained on +44 20 7930 3737 or from www.ShareGift.org.

Hong Kong register

Shareholders on the Hong Kong register should direct enquiries regarding their accounts to Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Telephone: +852 2862 8555.

American Depositary Receipts (ADRs)

The Company's ordinary shares are listed on the New York Stock Exchange in the form of American Depositary Shares, evidenced by ADRs and traded under the symbol PUK. Each American Depositary Share represents two ordinary shares. All enquiries regarding ADR holder accounts should be directed to JPMorgan Chase,

the authorised depositary bank, at JPMorgan Chase Bank, N.A, PO Box 64504, St. Paul, MN 55164-0504, USA. Telephone General +1 800 990 1135 or from outside the US +1 651 453 2128 or log on to www.adr.com.

Singapore shareholder enquiries

Shareholders who have shares standing to the credit of their securities accounts with CDP in Singapore may refer queries to the CDP at

11 North Buona Vista Drive, #01-19/20 The Metropolis Tower 2, Singapore 138589. Telephone +65 6535 7511. Enquiries regarding shares held in Depository Agent Sub-accounts should be directed to your Depository Agent or broker.

Prudential plc

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Notice of Annual General Meeting 2021

Prudential public limited company Incorporated and registered

in England and Wales

Registered office 1 Angel Court London

EC2R 7AG

Registered number 1397169

www.prudentialplc.com

Principal place of business in Hong Kong

13th Floor

One International Finance Centre

1 Harbour View Street

Central

Hong Kong

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.

Prudential plc is not affiliated in any manner with Prudential Financial, Inc., a company whose principal place of business is in the United States of America or with The Prudential Assurance Company Limited, a subsidiary of M&G plc, a company incorporated in the United Kingdom.

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Disclaimer

Prudential plc published this content on 12 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2021 00:16:04 UTC.