SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of April, 2020

 

 

PRUDENTIAL PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

 

 

1 Angel Court,

London EC2R 7AG, ENGLAND

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F               Form 40-F  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes              No  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 

 

 


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Churchill Auditorium, the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE 11.00am London time (6.00pm Hong Kong/ Singapore time) on Thursday 14 May 2020 Notice of Annual General Meeting and explanation of business Prudential plc Thursday 14 May 2020 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.


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2 April 2020 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 is to be held in the Churchill Auditorium at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE at 11.00am London time (6.00pm Hong Kong/ Singapore time) on Thursday 14 May 2020. The formal Notice of Meeting (the Notice) together with the explanatory notes is set out on pages 3 to 9. This circular is being provided to shareholders registered on the UK register or the Hong Kong branch register, and any person with shares of the Company standing to the credit of their securities account held with The Central Depository (Pte) Limited (CDP) in Singapore. The Covid-19 situation (see further below) will clearly impact the ability of shareholders to attend our Meeting. Therefore, instead of attending this year’s Meeting, we ask that shareholders please exercise their votes by completing the enclosed Form of Proxy in accordance with the instructions printed on the form and return it to the appropriate registrar or, for holders of a CDP securities account, to CDP in the pre-paid envelope enclosed. The Form of Proxy must be received no later than 11.00am London time (6.00pm Hong Kong/Singapore time) on Tuesday 12 May 2020 or, for persons holding an interest in shares through CDP, 11.00am (6.00pm Hong Kong/Singapore time) on Monday 4 May 2020. Detailed instructions for completing and returning the Form of Proxy can be found in the notes on page 19. In addition, should a shareholder have a question that they would have raised at the Meeting, we ask that they instead send their question in advance by email to [email protected]. Answers to the submitted questions which would have been answered at the Meeting in usual circumstances will be published on our website https://www.prudentialplc.com/investors/shareholder-information/agm/agm-questions-answers following the Meeting. 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 a greater number of shareholders by including the votes cast by shareholders who choose not to attend the Meeting. Should you wish to view the 2019 Annual Report online it is available on the Company’s website www.prudentialplc.com. The Company makes all dividend payments as interim dividends. Interim dividends do not require shareholder approval and so no resolution on a dividend payment is included in the Notice. On 11 March 2020 the Company declared a dividend of 25.97 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 elect to receive in US dollars by 23 April 2020. The dividend rate in pounds sterling and Hong Kong dollars will be announced on or around 30 April 2020. 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 21. Coronavirus (Covid-19) The Board is closely monitoring developments in relation to the Coronavirus situation. The health of the Company’s shareholders, as well as its employees and customers, is of paramount importance. The Board would normally welcome the Meeting as an opportunity to present to you on the Group’s strategy and performance, and listen and respond to your questions, in person. However, due to the situation at the time of this Notice (including restrictions on travel and social contact), this year the Board is asking that shareholders do not attend the Meeting. The Board encourages shareholders to submit their proxies as early as possible, to enable your vote to be counted, and to follow all government guidance and requirements. In light of the evolving situation, it may in any case be necessary to change the arrangements for this year’s Meeting after the date of this Notice. We encourage shareholders to watch the Company’s website, regulatory news and other published notifications for any further updates in relation to the Meeting. 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 to 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 Paul Manduca Chairman Prudential plc Registered office: 1 Angel Court, London EC2R 7AG Incorporated and registered in England and Wales, registered number 1397169 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. 02 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Notice of Annual General Meeting 2020 and explanatory notes Notice is hereby given that the 2020 Annual General Meeting (the Meeting) of Prudential plc (the Company), incorporated and registered in England and Wales (registered number 1397169), will be held in the Churchill Auditorium at the QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 14 May 2020 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. Resolutions 1 to 22 (inclusive) and resolution 25 will be proposed as ordinary resolutions; resolutions 23, 24, 26, 27 and 28 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 2019 together with the Strategic Report, Directors’ Remuneration Report, Directors’ Report and the Auditor’s Report on those Accounts (the 2019 Annual Report). The formal business of the Meeting will begin with a resolution to lay before shareholders the 2019 Annual Report. Shareholders will have the opportunity to put questions about the 2019 Annual Report and other business to be conducted at the Meeting to the Directors before this resolution is voted on. The 2019 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 2019 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 2019. 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 2019. The Directors’ Remuneration Report is set out in full on pages 136 to 195 of the 2019 Annual Report. The 2019 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 2017, is available on the website. Resolution 3: Directors’ Remuneration Policy TO approve the revised Directors’ Remuneration Policy. Shareholders are invited to approve the revised Directors’ Remuneration Policy contained in the 2019 Annual Report on pages 174 to 191 and which sets out the Company’s forward-looking policy on Directors’ Remuneration. The Remuneration Committee Chairman has highlighted the key changes from the current policy adopted by shareholders in 2017 in the Chairman’s statement set out in the Directors’ Remuneration Report. The proposed changes are intended to align reward with the strategic priorities and capital framework of the post-demerger business, to strengthen the community of interest between executives and other shareholders, and to foster alignment between the remuneration of executives and the wider workforce. If the Directors’ Remuneration Policy is approved by shareholders, it will take immediate effect and the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director unless that payment is consistent with the revised Directors’ Remuneration Policy or has been approved by a resolution of the shareholders of the Company. If the Directors’ Remuneration Policy is not approved for any reason, the Company will continue to make payments to Directors in accordance with the current Directors’ Remuneration Policy which was approved at the Company’s Annual General Meeting on 18 May 2017 and is available on the Company’s website www.prudentialplc.com, and will seek shareholder approval for a further revised policy as soon as is practicable. Resolutions 4 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 Howard Davies who will retire at the conclusion of the Meeting and not stand for re-election. As announced on 30 January 2020, Paul Manduca will step down as a Director of Prudential plc on 31 December 2020 and is expected to be succeeded by Shriti Vadera as Chair and Chair of the Nomination & Governance Committee. Paul Manduca was first appointed to the Board in October 2010, meaning that the UK Corporate Governance Code would prescribe his retirement in October 2019. As disclosed in the 2018 and 2019 Annual Reports, the Board considered that it would have been unsuitable for him to step down as Chair during a time of substantial change associated with the oversight and execution of the demerger and also for a period afterwards. The Directors consider that his re-election is in the best interests of the Company and the shareholders as a whole. 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 2019 were subject to a formal and rigorous performance evaluation. The Board considers that each of the Directors is discharging 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 Appendix 1 to this Notice. prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 03


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NOTICE OF ANNUAL GENERAL MEETING 2020 AND EXPLANATORY NOTES CONTINUED 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 2019 Annual Report on pages 110 to 117. The Board recommends the election and re-election of all the Directors standing. 4 TO elect Jeremy Anderson as a Director; 5 TO elect Shriti Vadera as a Director; 6 TO re-elect Mark FitzPatrick as a Director; 7 TO re-elect David Law as a Director; 8 TO re-elect Paul Manduca as a Director; 9 TO re-elect Kaikhushru Nargolwala as a Director; 10 TO re-elect Anthony Nightingale as a Director; 11 TO re-elect Philip Remnant as a Director; 12 TO re-elect Alice Schroeder as a Director; 13 TO re-elect James Turner as a Director; 14 TO re-elect Thomas Watjen as a Director; 15 TO re-elect Michael Wells as a Director; 16 TO re-elect Fields Wicker-Miurin as a Director; and 17 TO re-elect Amy Yip as a Director. 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 2021 Annual General Meeting. An update on the Group’s audit tender process is set out in the 2019 Annual Report on page 124. 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: (i) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total; (ii) make political donations to political organisations other than political parties not exceeding £50,000 in total; and (iii) 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 2021 and the conclusion of the Annual General Meeting of the Company to be held in 2021, 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 has no intention of changing its current practice 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 2021 and the conclusion of the Annual General Meeting of the Company to be held in 2021 (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: (A) £26,013,993 (such amount to be reduced by any allotments or grants made under paragraph (B) in an aggregate nominal amount exceeding £17,299,306 and any allotments or grants made under resolution 25, if passed, so that in total no more than: (i) £26,013,993 can be allotted under this paragraph (A) and, if passed, resolution 25; and (ii) £43,313,299 can be allotted under paragraphs (A) and (B) of this resolution 21 and, if passed, resolution 25); 04 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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(B) £43,313,299 (such amount to be reduced by any allotments or grants made under paragraph (A) of this resolution 21 and resolution 25, if passed, so that in total no more than £43,313,299 can be allotted under paragraphs (A) and (B) of this resolution 21 and, if passed, resolution 25) in connection with an offer or invitation: (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) 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 (C) 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. This authority will give the Directors flexibility to issue shares where they believe it is for the benefit of shareholders to do so. The Directors have no immediate plans to make use of the authority under paragraphs (A) and (B) of this resolution. This renewed authority complies with UK institutional investment guidelines and will expire at the earlier of 30 June 2021 and the conclusion of the 2021 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 £43,313,299 representing approximately 866,265,980 ordinary shares. This amount is approximately 33.3 per cent of the total issued ordinary share capital of the Company as at 24 March 2020, the latest practicable date prior to publication of this Notice, which is also in line with guidance issued by the Investment Association. The Company is separately seeking authority in resolution 25 to allot shares or grant rights to subscribe for or to convert or exchange any security into shares in the Company in connection with the issue of mandatory convertible securities (MCS). 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 and, if passed, resolution 25, will, when taken together, cover an aggregate nominal amount equal to £43,313,299 representing approximately 866,265,980 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 24 March 2020, the latest practicable date prior to publication of this Notice. Further information on what MCS are, and why authority is sought to enable the Company to issue them, is included in the explanatory notes to resolution 25 and in Appendix 2 to this Notice. Paragraph (A) of resolution 21 authorises the Directors to make Allotments of an aggregate nominal amount equal to £26,013,993 (representing approximately 520,279,868 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 24 March 2020. This authority will be reduced by (i) the amount of any allotments or grants made under paragraph (B) of resolution 21 in an aggregate nominal amount exceeding £17,299,306, and (ii) the amount of any allotments or grants made under resolution 25, if passed, to ensure that the total amount of Allotments which may be made under paragraph (A) and, if passed, resolution 25 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 and, if passed, resolution 25, does not exceed the Allotment Limit. Paragraph (B) of resolution 21 authorises the Directors to make Allotments of an aggregate nominal amount equal to £43,313,299 (representing approximately 866,265,980 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 and resolution 25 by approximately 13 percentage points, which is in line with guidance issued by the Investment Association. This authority will be reduced by (i) the amount of any allotments or grants made under paragraph (A) of resolution 21 and/or (ii) the amount of any allotments or grants made under resolution 25, if passed, to ensure that the total amount of Allotments which may be made under paragraphs (A) and (B) of resolution 21 and, if passed, resolution 25, 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 and resolution 25. The Directors would not expect to make use of the authorities in paragraph (A) or (B) of resolution 21 to make Allotments in connection with MCS, given a separate authority is being sought for this purpose in resolution 25. 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. prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 05


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NOTICE OF ANNUAL GENERAL MEETING 2020 AND EXPLANATORY NOTES CONTINUED 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 £26,013,993 pursuant to paragraph (A) 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 27 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 £43,313,299. 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 27. 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 2021 and the conclusion of the Annual General Meeting of the Company to be held in 2021 (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 (without prejudice to resolution 26): (A) 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 (B) 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 £6,503,498. 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 24 March 2020 the Company held no treasury shares. The authority is sought for a maximum nominal value of £6,503,498 representing approximately 130,069,967 ordinary shares in the Company, which is approximately 5 per cent of the total issued ordinary share capital of the Company as at 24 March 2020. 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 2021 and the conclusion of the 2021 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. Resolution 24: Additional authority for disapplication of pre-emption rights for purposes of acquisitions or specified capital investments THAT if resolutions 21 to 23 are passed the Directors be and are hereby authorised in addition to any authority granted under resolution 23 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 2021 and the conclusion of the Annual General Meeting of the Company to be held in 2021 (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 (without prejudice to resolution 26): 06 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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(A) limited to the allotment of equity While the Directors have no present (B) subject to applicable law and securities and sale of treasury intention of exercising this specific regulation, at such conversion shares up to a nominal amount authority to disapply pre-emption rights, prices (or such maximum or of £6,503,498; and the Directors consider that the authority minimum conversion price sought at this year’s Meeting will benefit methodologies) as may be (B) used only for the purposes of the Company and its shareholders determined by the Directors from financing (or refinancing, if the generally since there may be occasions time to time, for a period expiring authority is to be used within in the future when the Directors need at the earlier of 30 June 2021 and six months after the original the flexibility to finance acquisitions the conclusion of the Annual transaction) a transaction which or capital investments by issuing shares General Meeting of the Company the board determines to be an for cash without a pre-emptive offer to be held in 2021, save that acquisition or other capital to existing shareholders. Company may make offers and investment of a kind contemplated enter into agreements under this by the Statement of Principles on Resolution 25: authority prior to its expiry which Disapplying Pre-Emption Rights Renewal of authority to issue would, or might, require shares to most recently published by the mandatory convertible be allotted or rights to subscribe Pre-Emption Group prior to the securities (MCS) for or to convert securities into date of this Notice (the Statement THAT the Directors be and are hereby shares to be granted after such of Principles). authorised under and for the purposes of section 551 of the 2006 Act to expiry, and the Board may allot In line with the best practice guidance generally and unconditionally exercise shares or grant rights to subscribe issued by the Pre-Emption Group in its all the powers of the Company to allot for or to convert securities into Statement of Principles, resolution 24 shares and to grant rights to subscribe shares under any such offer or requests shareholder approval, by way for or to convert any security into agreement as if the said authority of a separate special resolution, for the shares in relation to any issue by the had not expired. Directors to allot equity securities or sell Company or any subsidiary or At last year’s Annual General Meeting, treasury shares for cash in connection subsidiary undertaking of the shareholders passed a resolution giving the with acquisitions or capital investments Company (together, the Group) of Directors authority to allot shares or grant without first being required to offer such MCS that automatically convert into, rights to subscribe for or to convert or securities to existing shareholders in or are exchanged for, ordinary shares exchange any security into shares in the proportion to their existing holdings, in the Company in prescribed Company in connection with the issue of in addition to the general authority to circumstances, where the Directors MCS. That authority will expire at the disapply pre-emption rights sought under consider that such an issuance of MCS conclusion of this year’s Meeting. resolution 23. This authority only extends would be desirable in connection with, Accordingly, the Notice includes a to the issue of equity securities, including or for the purposes of, complying with resolution to renew this authority. the sale of any ordinary shares held in or maintaining compliance with the treasury in accordance with the provisions regulatory capital requirements or The Directors believe it is in the best of Chapter 6 of Part 18 of the 2006 Act. targets applicable to the Company or interests of the Company to have the As at 24 March 2020 the Company held to the Group from time to time: flexibility to issue MCS from time to time no treasury shares. and the authority sought may be used if, in (A) for a maximum aggregate nominal the opinion of the Directors at the relevant The authority is sought for a maximum amount of £13,006,996 (such time, such an issuance of MCS would be nominal value of £6,503,498 representing amount to be reduced by any desirable, including in connection with, or approximately 130,069,967 ordinary allotments or grants made under for the purposes of, complying with or shares in the Company, which is paragraph (A) of resolution 21 in maintaining compliance with, regulatory approximately 5 per cent of the issued an aggregate nominal amount capital requirements or targets applicable ordinary share capital of the Company as at exceeding £13,006,996 and/or to the Company or to the Group from time 24 March 2020, the latest practicable date any allotments made under to time. The Directors have no immediate prior to publication of this Notice. The paragraph (B) of resolution 21 in plans to make use of this authority. authority sought under this resolution will an aggregate nominal amount only be used in connection with an exceeding £30,306,303, so that in This authority is limited to shares acquisition or other capital investment of a total no more than: representing approximately 10 per cent of kind contemplated by the Statement of the issued ordinary share capital of the Principles, and which is announced (i) £26,013,993 can be allotted Company as at 24 March 2020, the latest contemporaneously with the allotment, under paragraph (A) of practicable date prior to publication of this or which has taken place in the preceding resolution 21 and this Notice. six-month period and is disclosed in the resolution 25; and announcement of the allotment. (ii) £43,313,299 can be allotted under paragraphs (A) and (B) of resolution 21 and this resolution 25); and prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 07


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NOTICE OF ANNUAL GENERAL MEETING 2020 AND EXPLANATORY NOTES CONTINUED As set out in the explanatory notes to Upon the occurrence of designated trigger (a) an amount equal to resolution 21, the total amount of events, any MCS issued will convert into, 105 per cent of the Allotments which may be made under or be exchanged for, ordinary shares in the average of the middle paragraphs (A) and (B) of resolution 21 Company. Accordingly, this resolution market quotations for and, if passed, this resolution 25, will, when seeks authority from shareholders for the an ordinary share as taken together, cover an aggregate nominal Directors to make Allotments in connection derived from the Daily amount equal to the Allotment Limit. The with an issuance of MCS, or upon Official List of the London Allotment Limit is equal to approximately conversion or exchange of MCS, without Stock Exchange for 33.3 per cent of the total issued ordinary first being required to offer such securities the five business days share capital of the Company as at to existing shareholders in proportion to immediately preceding 24 March 2020, the latest practicable date their existing holdings, by the limited the day on which the prior to publication of this Notice. Further disapplication of Section 561 of the 2006 share is contracted to information on what MCS are, and why Act. Further details on the reasons for, and be purchased; and authority is sought to enable the Company the scope of, the authority sought are set (b) the higher of the price to issue them, is included in Appendix 2 to out in the notes to resolution 25 above. of the last independent this Notice, including details of the waiver In the event that any MCS issued were to trade and the highest obtained from the Hong Kong Stock convert into ordinary shares in the current independent Exchange. Company, it is possible that the Directors bid on the trading venues The authority in this resolution will expire would be required to allot in excess of where the purchase at the earlier of 30 June 2021 and the 7.5 per cent of the Company’s share capital is carried out, conclusion of the 2021 Annual General within a rolling three-year period at such in each case exclusive Meeting. time, which would exceed the limit of expenses; Resolution 26: provided by the Principles of the Pre- Renewal of authority for Emption Group’s Statement of Principles (B) Such authority shall, unless disapplication of pre-emption rights regarding the cumulative usage of renewed, varied or revoked in connection with the issue of MCS authorities to allot (without prior prior to such time, expire at THAT if Resolution 25 is passed, the consultation with shareholders) equity the earlier of 30 June 2021 Directors be and are hereby securities for cash without offering them and the conclusion of the Annual authorised to allot equity securities (as first to existing shareholders. Further General Meeting of the Company defined in Section 560(1) of the 2006 information on the MCS is included in to be held in 2021, save that Act) for cash pursuant to the power Appendix 2 to this Notice. the Company may before such expiry make a contract or conferred on the Directors by The authority in this resolution will expire contracts to purchase ordinary Resolution 25 as if Section 561 of that at the earlier of 30 June 2021 and the shares under the authority hereby Act did not apply to such allotment or conclusion of the 2021 Annual General conferred which would or may be sale for a period expiring at the earlier Meeting. of 30 June 2021 and the conclusion of executed wholly or partly after the Annual General Meeting of the Resolution 27: the expiry of such authority and Company to be held in 2021 (save that Renewal of authority for purchase may make a purchase of ordinary the Company may make offers and of own shares shares in pursuance of any such enter into agreements under this THAT the Company be and is contract or contracts as if the authority prior to its expiry which hereby generally and unconditionally power conferred hereby had would, or might, require equity authorised, in accordance with Section not expired; and 701 of the 2006 Act, to make one or (C) All ordinary shares purchased securities to be allotted (or treasury more market purchases (within the pursuant to said authority shall shares to be sold) after such expiry, meaning of Section 693(4) of the be either: and the Board may allot equity 2006 Act) of its ordinary shares in the securities (or sell treasury shares) (i) cancelled immediately upon capital of the Company, provided that: under any such offer or agreement as completion of the purchase; if the said authority had not expired) (A) Such authority be limited: or and provided that (without prejudice (i) to a maximum aggregate (ii) held, sold, transferred or to resolution 23) the maximum number of 260,139,934 otherwise dealt with as aggregate nominal amount of equity ordinary shares; treasury shares in accordance securities that may be allotted with the provisions of the pursuant to this authority in respect of (ii) by the condition that the 2006 Act. any allotment of equity securities in minimum price which may be connection with the issuance of MCS paid for each ordinary share is under the authority conferred on the five pence and the maximum Directors by resolution 25 for cash is price which may be paid for £13,006,996. an ordinary share is the highest of: 08 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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The Directors consider that there may subsequent sale of such treasury shares be circumstances in which it would be or transfer of such treasury shares desirable for the Company to purchase pursuant to an employees’ share scheme, its own shares in the market. Although the for example, shall not, for the purposes of Directors have no immediate plans to make the HKLR, constitute a new issue of shares such purchases, they would like to be able and shall not require a new listing to act if circumstances arose in which they application to be made. considered such purchases to be desirable. The Company has options and awards Purchases would only be made if their outstanding over 33,972,878 ordinary effect would be to increase earnings per shares, representing 1.31 per cent of the share and they would be for the benefit of Company’s ordinary issued share capital shareholders generally. No purchases of as at 24 March 2020 (the latest practicable shares would be conducted on the Hong date prior to the publication of this Notice). Kong Stock Exchange. If the existing authority given at the 2019 Accordingly, this resolution is proposed Annual General Meeting and the authority to authorise the Company to make market sought by this resolution 27 were to be purchases of its ordinary shares up to fully used these outstanding options and a maximum nominal value of £13,006,996, awards would represent 1.63 per cent representing 260,139,934 ordinary shares of the Company’s ordinary issued share which is approximately 10 per cent of capital at that date. the Company’s issued share capital as at Resolution 28: 24 March 2020, at prices not lower than Notice for general meetings five pence per ordinary share and not THAT a general meeting other than an exceeding the highest of (i) 105 per cent Annual General Meeting may be called of the average middle-market value of an on not less than 14 clear days’ notice. ordinary share for the five business days preceding the date of purchase and (ii) the Under the 2006 Act, the notice period higher of the price of the last independent required for general meetings of the trade and the highest current independent Company is 21 days unless shareholders bid on the trading venues where the approve a shorter notice period (which purchase is carried out. cannot however be less than 14 clear days). The Company may retain any shares it Annual General Meetings are still required purchases as treasury shares with a view to be held on at least 21 clear days’ notice. to possible reissue at a future date or may Approval for a shorter notice period was cancel the shares. If the Company were to sought and received from shareholders purchase any of its own ordinary shares it at the last Annual General Meeting and would consider holding them as treasury to preserve this ability, this resolution 28 shares pursuant to the authority conferred seeks renewal of the approval for a notice by this resolution. This would enable the period of 14 days to apply to general Company to reissue such shares quickly meetings. The shorter notice period will and cost-effectively and would provide not be used as a matter of routine but only the Company with additional flexibility where flexibility is merited by the business in the management of its capital base. of the meeting and is thought to be to This authority will expire at the earlier of the advantage of shareholders as a whole. 30 June 2021 and the conclusion of the If used, an electronic voting facility will 2021 Annual General Meeting. be provided. A waiver from strict compliance with Rule Annual General Meetings will continue 10.06(5) of the HKLR was granted by the to be held on at least 21 clear days’ notice. Hong Kong Stock Exchange on 4 May 2010 The approval will be effective until the (and updated on 24 February 2016). Under earlier of 30 June 2021 or the conclusion Rule 10.06(5) of the HKLR, the listing of of the Company’s 2020 Annual General all shares which are purchased by the Meeting when it is intended that a similar Company shall automatically be cancelled resolution will be proposed. upon purchase and the Company must By order of the Board of Directors 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 Tom Clarkson will remain listed and the listing will not Company Secretary be suspended or cancelled and any 2 April 2020 prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 09


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Appendix 1: Biographies of Directors standing for election Board of Directors Chairman Chief Executive As at the date of this document, the Board of Directors of the Company comprises: Chairman Paul Victor Falzon Sant Manduca Executive Directors Michael Andrew Wells (Group Chief Executive), Mark Thomas FitzPatrick CA, and Stuart James Turner FCA FCSI FRM. Independent Non-executive Directors Jeremy Anderson CBE, Paul Manduca Michael Wells Sir Howard Davies, Chairman Group Chief Executive David John Alexander Law ACA, Appointments Appointments Kaikhushru Shiavax Nargolwala FCA, Board: October 2010 Board: January 2011 Anthony John Liddell Nightingale CMG Chairman of the Board: July 2012 Group Chief Executive: June 2015 SBS JP, N&G : July 2012 Age: 59 The Hon. Philip John Remnant CBE FCA, Age: 68 Alice Davey Schroeder, Thomas Ros Watjen, Jane Fields Wicker-Miurin OBE, and Relevant skills and experience Relevant skills and experience Yok Tak Amy Yip. Paul will continue to draw on his extensive Mike continues to develop the operational experience in leadership roles and his knowledge management of the Group on behalf of the Board, Howard Davies will not stand for of the Group’s core businesses, international implementing Board decisions and leading the re-election at this Meeting. markets and industry sectors, and his technical Executive Directors and senior executives in the knowledge, to provide effective leadership during management of all aspects of the day-to-day Following the change of Group-wide a period of change for the Group. business of the Group. supervisor in October 2019 to the Paul has held a number of senior leadership roles. Mike has more than three decades’ experience in Hong Kong Insurance Authority, Notable appointments include serving as chairman insurance and retirement services, having started the composition of the Prudential of the Association of Investment Companies (1991 his career at the US brokerage house Dean Witter, Corporation Asia Limited board of directors mirrors the to 1993), acting as founding CEO of Threadneedle before going on to become a managing director Prudential Board. Asset Management Limited (1994 to 1999), global at Smith Barney Shearson. CEO of Rothschild Asset Management (1999 Mike joined the Prudential Group in 1995 to 2002), directorships of Eagle Star and Allied and became Chief Operating Officer and Dunbar, holding the offices of European CEO Vice-Chairman of Jackson in 2003. In 2011, he was of Deutsche Asset Management (2002 to 2005), appointed President and Chief Executive Officer chairman of Bridgewell Group plc and a director of Jackson, and joined the Board of Prudential. of Henderson Smaller Companies Investment Trust plc. During his leadership of Jackson, Mike was responsible for the development of Jackson’s Other previous appointments include the market-leading range of retirement solutions. chairmanship of Aon UK Limited and JPM He was also part of the Jackson teams that European Smaller Companies Investment Trust Plc. purchased and successfully integrated a From September 2005 until March 2011, Paul was savings institute and two life companies. a non-executive director of Wm Morrison Supermarkets Plc, including as senior independent Mike is Group Chief Executive, a position director, audit committee chairman and he has held since June 2015. remuneration committee chairman. He was a Other appointments non-executive director and audit committee — International Advisory Panel of the Monetary chairman of KazMunaiGas Exploration & Authority of Singapore Production until the end of September 2012 and — San Diego University Advisory Board chairman of Henderson Diversified Income Limited until July 2017. Paul is the Chairman of the Board. He initially joined the Board in October 2010 as the Senior Independent Director and member of the Audit and Remuneration Committees, roles he held until his appointment as Chairman in July 2012. On becoming Chairman, Paul was also appointed Chair of the Nomination & Governance Committee, having been a member of the Committee since January 2011. 10 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Key to Committee membership Chair Chair Audit Audit N&G Nomination & Governance Rem Remuneration Risk Risk Executive Directors Mark FitzPatrick CA James Turner FCA FCSI FRM Group Chief Financial Officer Group Chief Risk and and Chief Operating Officer Compliance Officer Appointment Appointment Board: July 2017 Board: March 2018 Age: 52 Age: 50 Relevant skills and experience Relevant skills and experience Mark has a strong background across Having held senior positions at Prudential for financial services, insurance and investment a number of years, James has a wide-ranging management, encompassing wide geographical understanding of the business and draws experience relevant to the Group’s key markets. on previous experience across internal audit, Mark previously worked at Deloitte for 26 years, finance and compliance, as well as technical building his industry focus on insurance and knowledge, relevant to his role. investment management globally. During this time, James has led internal audit teams in UBS in Mark was managing partner for Clients and both the UK and Switzerland. Prior to joining Markets, a member of the executive committee Prudential, James was the deputy head of and a member of the board of Deloitte UK. He was compliance for Barclays plc. He also held a number a vice chairman of Deloitte for four years, leading of senior internal audit roles across the Barclays the CFO Programme and developing the CFO group, leading teams that covered the UK, the US, Transition labs. Western Europe, Africa and Asia retail and Mark previously led the Insurance & Investment commercial banking activities. Management audit practice and the insurance James joined Prudential in November 2010 as the industry practice. Director of Group-wide Internal Audit and was Mark is Group Chief Financial Officer and Chief appointed Director of Group Finance in September Operating Officer, a position he has held since July 2015, with responsibility for delivery of the Group’s 2019. He joined the Board as Chief Financial Officer internal and external financial reporting, business in July 2017. planning, performance monitoring and capital and liquidity planning. He also led the development of the Group’s Solvency II internal model. James joined the Board as an Executive Director and Group Chief Risk Officer in March 2018. Prior to the demerger of M&G plc, he led the discussions with Hong Kong IA on the revised capital framework for the Group and in July 2019 assumed responsibility for Group Compliance, becoming the Group Chief Risk and Compliance Officer, relocating to Hong Kong in August 2019. Other appointment — West Bromwich Building Society (non-executive director) prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 11


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APPENDIX 1: BIOGRAPHIES OF DIRECTORS STANDING FOR ELECTION CONTINUED Non-executive Directors The Hon. Philip Remnant Jeremy Anderson CBE David Law ACA CBE FCA Appointments Appointments Senior Independent Director Board: January 2020 Board: September 2015 Appointments Audit : January 2020 Audit : May 2017 Board: January 2013 Risk : January 2020 Risk : May 2017 Audit : January 2013 Age: 61 N&G : May 2017 N&G : January 2013 Age: 59 Rem : January 2013 Age: 65 Relevant skills and experience Relevant skills and experience Relevant skills and experience Philip contributes experience across a number of Jeremy contributes substantial leadership David has experience across the Group’s key sectors and in particular listed company experience experience of the financial services sector across international markets including North America and the financial services industry, including asset Asia and the US. He has extensive technical and Asia, and across a number of industry management, in the UK and Europe. knowledge on audit and risk management, sectors. He contributes extensive technical Philip was a senior adviser at Credit Suisse and particularly concerning international companies. knowledge of audit, accounting and financial a vice chairman of Credit Suisse First Boston (CSFB) Jeremy joined KPMG Consulting in 1985 and held reporting essential to his role as Chair of the Europe and head of the UK Investment Banking the role of Chief Executive Officer in 2001 before Audit Committee. Department. He was twice seconded to the role of being appointed as head of UK operations at Atos David was the global leader of director general of the Takeover Panel. Philip also Origin and a member of the Management Board of PricewaterhouseCoopers (PwC) insurance served on the board of Northern Rock plc and as Atos Origin SA in 2002. From 2006, following two practice, a partner in PwC’s UK firm, and worked chairman of the Shareholder Executive. Until July years as head of financial services at KPMG UK, as the lead audit partner for multi-national 2018, he also served on the board of UK Financial Jeremy held the role of KPMG’s Head of Financial insurance companies until his retirement in 2015. Investments Limited. Services for Europe followed by head of clients & During his time at PwC David’s responsibilities Philip joined the Board in January 2013 as a markets in 2008. He served as KPMG’s Chairman also included leadership of PwC’s insurance Non-executive Director, as Senior Independent of Global Financial Services until 2017. Jeremy also and investment management assurance Director and as a member of each of the Audit served on the board of the UK Commission for practice in London and the firm’s Scottish Committee, the Remuneration Committee and the Employment and Skills, and now serves as a assurance division. David’s role as a director Nomination & Governance Committee. He also non-executive director and chairman of the audit and CEO of L&F Holdings Limited and its chaired the M&G Group Limited board from April committee of UBS Group AG. subsidiaries (the professional indemnity captive 2016 until October 2018. Jeremy joined the Board in January 2020 as a insurance group which serves the PwC network Non-executive Director and member of the Audit and its member firms), ceased in July 2019. Other appointments and Risk Committees. David joined the Board in September 2015 — Severn Trent plc as a Non-executive Director and member — City of London Investment Trust (chairman) Other appointments of the Audit Committee. David was appointed — Takeover Panel (deputy chairman) — UBS Group AG Chair of the Audit Committee and a member (chairman of audit committee) of the Risk Committee and of the Nomination — The Productivity Group & Governance Committee in May 2017. — The Kingham Hill Trust Other appointment — University of Edinburgh (Member of the court and policy and resources committee) 12 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Key to Committee membership Chair Chair Audit Audit N&G Nomination & Governance Rem Remuneration Risk Risk Kaikhushru Nargolwala FCA Anthony Nightingale Alice Schroeder Appointments CMG SBS JP Appointments Board: January 2012 Appointments Board: June 2013 Rem : January 2012 Board: June 2013 Audit : June 2013 Risk : January 2012 Rem : May 2015 Risk : March 2018 Employee Engagement N&G : May 2015 Age: 63 Director: May 2019 Age: 72 Age: 69 Relevant skills and experience Relevant skills and experience Relevant skills and experience Kai has experience across some of the Group’s Anthony has long executive experience of Alice has experience across the insurance, asset key international markets, particularly Hong Kong listed companies and, in particular, extensive management, technology and financial services and the wider Asian market. In addition to his knowledge of Asian markets. industries in the US. experience with listed groups, he contributes Anthony spent his career in Asia, where he joined Alice began her career as a qualified accountant at knowledge of the financial services sector. the Jardine Matheson Group in 1969, holding a Ernst & Young. She joined the Financial Accounting Kai spent 19 years at Bank of America and was number of senior positions before joining the board Standards Board as a manager in 1991, overseeing based in Hong Kong in roles as group executive of Jardine Matheson Holdings in 1994. He was the issuance of several significant insurance vice president and head of the Asia Wholesale managing director of the Jardine Matheson Group accounting standards. Banking Group from 1990 to 1995. He spent from 2006 to 2012. Anthony was on the Board of From 1993, she led teams of analysts specialising 10 years working for Standard Chartered PLC Schindler Holding Limited until 19 March 2020. in property-casualty insurance as a managing in Singapore as group executive director He was a member of the Hong Kong-APEC director at CIBC Oppenheimer, PaineWebber responsible for Asia governance and risk from trade policy study group until 2018 and a member (now UBS) and Morgan Stanley. Alice was also an 1998 to 2007. Kai was chief executive officer of the of the UK-ASEAN Business Council until 2019. independent board member of the Cetera Financial Asia Pacific Region of Credit Suisse AG from 2008 Anthony joined the Board in June 2013 as a Group and held the office of CEO and chair of to 2010 and now serves as director and chairman Non-executive Director and member of the WebTuner (now Showfer Media LLC), until its sale of their remuneration committee. Remuneration Committee. He became Chair of the in 2017. She was also a director of Bank of America Remuneration Committee and a member of the Merrill Lynch International until December 2018. Kai has served on a number of other boards, Nomination & Governance Committee in May 2015. Alice joined the Board in June 2013 as a including Singapore Telecommunications and Tate and Lyle plc. Other appointments Non-executive Director and member of the Audit — Jardine Matheson Holdings (and other Committee. She became a member of the Risk Kai joined the Board in January 2012 as a Committee in March 2018. Non-executive Director and member of the Jardine Matheson group companies) Remuneration and Risk Committees. Kai acts as a — Shui On Land Limited Other appointments designated Non-executive Director for employee — Vitasoy International Holdings Limited — Quorum Health Corporation engagement matters as set out in the UK Code, — The Innovation and Strategic Development — Natus Medical Incorporated for the Group’s workforce in Asia and Africa. Council in Hong Kong Other appointments — Clifford Capital Pte. Ltd (chair) — Credit Suisse Group AG — PSA International Pte Ltd — Co-Chair of Sustainable Finance Steering Committee formed by Temasek (effective 1 March 2020) prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 13


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APPENDIX 1: BIOGRAPHIES OF DIRECTORS STANDING FOR ELECTION CONTINUED Non-executive Directors continued Shriti Vadera Thomas Watjen Fields Wicker-Miurin OBE Appointments Appointments Appointments Board: Effective 1 May 2020 Board: July 2017 Board: September 2018 N&G : Effective 1 May 2020 Rem : July 2017 Rem : September 2018 Age: 57 Risk : November 2018 Age: 61 Employee Engagement Director: May 2019 Age: 65 Relevant skills and experience Relevant skills and experience Relevant skills and experience Shriti contributes her senior boardroom experience at Tom has experience across the insurance, asset Fields has extensive international boardroom complex organisations, including extensive experience management and financial services industries as well experience, combining knowledge of the Group’s key with international operations, strong strategic and as experience with listed companies in the UK and geographic markets with experience across the financial services experience and experience at the the US. global financial services industry. highest level of international negotiation between Tom started his career at Aetna Life and Casualty Fields started her career at Philadelphia National Governments and multilateral organisations. before joining Conning & Company, an investment Bank in 1982 before joining Strategic Planning Shriti began her career in investment banking with SG and asset management provider, where he became a Associates (now Oliver Wyman) as a senior partner in Warburg/UBS in 1984, where she focused on markets partner in the consulting and private capital areas. He 1989. She became chief financial officer and director in Asia, Africa and Latin America. She was a member of joined Morgan Stanley in 1987, and became of strategy at the London Stock Exchange in 1994, the HM Treasury’s Council of Economic Advisers from a managing director in its insurance practice. leader of the global markets practice of AT Kearney 1999 to 2007, advising on domestic and international In 1994 he was appointed executive vice in 1998 and managing director of Vesta Capital issues including reforms to international organisations president and chief financial officer of Provident Advisors in 2000. She was appointed to Nasdaq’s following the Asian financial crisis. She was a Minister Companies Inc. Technology Advisory Council in 2000 and in the UK government from 2007 to 2009 in the was a member of the panel of experts advising He was a key member of the team associated with the European Parliament on financial markets Cabinet Office, Business Department and Provident’s merger with Unum in 1999 and was harmonisation for four years from 2002. She became International Development Department and led on the appointed president and chief executive officer of the a non-executive director and chair of the audit UK Government’s response to the global financial crisis renamed Unum Group in 2003, a role he held until committee of Savills plc in 2002 and a non-executive and its Presidency of the G20. Shriti was a Senior May 2017. Tom also served on the board of Sun Trust director and chair of the investment committee of Adviser to the Korean Presidency of the G20 from Banks from 2010 until April 2019. In 2019, Tom joined the Royal London Group in 2003. Fields was also a 2009 to 2010. She also acted as an adviser to investors the boards of LocatorX, Inc and in 2020 he joined the non-executive board member at the Department for and governments – such as Temasek, the global board of Arch Capital Group Limited. Digital, Culture, Media & Sport from January 2016 investment company headquartered in Singapore – Tom joined the Board in July 2017 as a Non-executive until January 2020. on strategy and markets, the Eurozone crisis, the Director and member of the Remuneration financial services sector and debt restructurings from Committee. He became a member of the Risk Fields joined the Board in September 2018 as 2010 to 2014. Committee in November 2018. Tom acts as a a Non-executive Director and member of the Remuneration Committee. She was a Non-Executive Director of AstraZeneca from designated Non-executive Director for employee 2011 to 2018. She became a Non-Executive Director of engagement matters as set out in the UK Code, for Other appointments BHP in 2011 and was appointed Senior Independent the Group’s workforce in the US and UK. — BNP Paribas Director in 2015. Shriti Vadera was appointed Chair of — SCOR SE Santander UK in 2015 and was Chair of the European Other appointments — Leaders’ Quest (partner) Financial Services Chairmen’s Advisory Committee — Arch Capital Group Limited from June 2016 to January 2019. — LocatorX, Inc Shriti will join the Board as a Non-executive Director and a member of its Nomination & Governance Committee on 1 May 2020. She is expected to succeed Paul Manduca as Chair of the Board and of Nomination & Governance Committee on 1 January 2021. She will step down from her roles at Santander and BHP prior to being appointed Chair. Other appointments — Santander UK Group Holdings plc and Santander UK plc (Chair) — BHP Group plc and BHP Group Ltd (Senior Independent Director) 14 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Key to Committee membership Chair Chair Audit Audit N&G Nomination & Governance Rem Remuneration Risk Risk Amy Yip Appointments Board: September 2019 Rem : September 2019 Age: 68 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 at Morgan Guaranty Trust of New York in 1978 before joining the Management Analysis Centre in Boston and Hong Kong as a consultant in 1986. She became executive director of Rothschild Asset Management in Hong Kong in 1988, vice president of Citibank Private Bank North Asia in 1991 and executive director (Reserves Management) of the Hong Kong Monetary Authority in 1996. She was group head of wealth management of DBS Bank, chair of DBS Asset Management and chief executive officer of DBS Bank Hong Kong between 2006 and 2010. Since 2011 she has been an adviser to Vita Green, a health supplements provider based in Hong Kong, and a founder and partner of RAYS Capital Partners, a Hong Kong investor in Asian equities. Amy became a non-executive director of AIG Insurance Hong Kong Limited in 2011 and chair of its audit committee in 2017, a non-executive director and member of the compensation and nomination committees of Temenos Group AG in 2014, a non-executive director and member of the Technology Committee of Deutsche Börse AG in 2015 and a non-executive director of Fidelity Funds in 2017. In August 2019, she became the chair of the Asia Pacific advisory board of EFG Bank International. Amy joined the Board in September 2019 as a Non-executive Director and member of the Remuneration Committee. Other appointments — AIG Insurance Hong Kong Limited — Deutsche Börse AG — Fidelity Funds — RAYS Capital Partners (founder partner) — Temenos Group AG prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 15


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Appendix 2: Further information on mandatory convertible securities (MCS) Background to regulatory capital Background to MCS Conversion of MCS into ordinary requirements Consistent with the Insurance Core shares With effect from the demerger, the Standards of the International Association Any MCS issued by the Group will Company became subject to the Hong of Insurance Supervisors, it is anticipated automatically convert into new ordinary Kong regulatory framework and the Hong that the GWS Framework will require shares in the Company upon the Kong Insurance Authority (the HKIA) has capital resources to be categorised into occurrence of predefined trigger events. assumed the role of the group-wide tiers, similar to the approach under The holders of MCS will have no right to supervisor for the Group. The Company Solvency II, based on the characteristics of require the conversion of the MCS into ceased at this time to be subject to the the relevant capital instruments. ordinary shares in any other circumstances. Solvency II regulatory framework. It is anticipated that the GWS Framework It is expected that the terms of any MCS The Company currently applies the local will make provision for MCS to form part of will provide for automatic conversion to capital summation method (the LCSM) that the Company’s available capital as “Limited occur in the event that the Group fails to has been agreed with the HKIA. Under the Tier 1 Capital” (a sub-set of Tier 1 Capital), comply with certain capital requirements LCSM, the summation of local statutory which is expected to be permitted by the applicable to it. If thought appropriate, the capital requirements across the Group is HKIA to satisfy up to 10 per cent. of the Directors may also issue MCS that include used to determine Group regulatory capital Group minimum capital requirements. terms providing for automatic conversion requirements and the Group available Why authority is being sought to to occur in other defined circumstances. capital is determined by the summation of issue MCS The terms and conditions of any MCS available capital across local solvency Shareholder approval is sought (i) in issued will specify a conversion price or a regimes for regulated entities and IFRS net resolution 25 to enable the issuance of mechanism for setting a conversion price, assets (with adjustments) for non-MCS (and to authorise ordinary shares to with the conversion price being the rate at regulated entities. be issued on conversion of MCS) and (ii) in which the MCS will be exchanged into In due course, the Group will become resolution 26 to enable the issuance of ordinary shares in the Company. subject to the formal framework for the MCS on a non-pre-emptive basis to The resolutions enable the Directors to set group-wide supervision of insurance provide flexibility to the Group to maintain the specific terms and conditions of the groups by the HKIA (the GWS Framework), an appropriate and efficient capital MCS (including a conversion price or to be enabled by way of an amendment to structure. The flexibility to issue MCS will mechanism for setting a conversion price) the Insurance Ordinance (Cap. 41), a draft enable the Group to issue the full range of after considering market conditions at the bill for which was introduced to the capital instruments, with a view to ensuring time of issuance. This conversion price (or Legislative Council in March 2020. The that the Group is strongly capitalised, with the conversion price set through the HKIA announced in their Annual Report sufficient capital available to both fund new application of a predetermined 2018-19 that the GWS Framework will be growth opportunities and absorb the mechanism) may be at a significant consistent with the Insurance Core effects of unexpected market shocks. discount to the prevailing market price of Principles of the International Association The authorities sought have been set at a the shares at the time of issue of the MCS, of Insurance Supervisors and the Common level to provide sufficient flexibility to the to reflect the fact that the MCS would only Framework for the Supervision of Group to manage its capital structure be expected to be converted into ordinary Internationally Active Insurance Groups. efficiently in light of evolving regulatory shares in the Company in stressed The GWS Framework is expected to requirements and market appetite for this scenarios. The extent of the discount will include the LCSM described above and the form of capital instrument, as well as the be determined in consultation with the Company does not expect material maximum amount of MCS which the HKIA and taking into account prevailing changes to its minimum or prescribed Group expects could be used to satisfy its market convention. capital requirements to result from the capital requirements. The Group may, if permitted by law and application of the GWS Framework. regulation and if considered appropriate at Potential benefits of issuing MCS the relevant time, issue MCS that include in Satisfying the Group’s Tier 1 Capital their terms and conditions a mechanism requirements in part through the issue of through which the Group may elect to give MCS is expected to be a cost effective existing ordinary shareholders the means of raising capital and therefore opportunity to purchase the ordinary enable the Group to reduce its overall cost shares issued on conversion of the MCS in of capital. This is, in turn, expected to be proportion to their existing shareholdings more beneficial for existing ordinary in the Company (subject to legal, shareholders than if the Group were to regulatory or practical restrictions). satisfy its Tier 1 Capital requirements through, for example, the issue of ordinary shares or the retention of profits alone. This is consistent with the Group’s aim to ensure capital efficient profits and cash generation for the Group. 16 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Options available to the Group prior Basis on which the size of the Hong Kong Stock Exchange waiver to the occurrence of a trigger event specific mandate to issue MCS has Under Rule 13.36(1) of the HKLR, the under the MCS been calculated directors of a company must obtain the If the Group’s capital position were to The size of the specific mandate to issue consent of shareholders in a general deteriorate, a number of options are MCS has been calculated based on the meeting prior to allotting or issuing shares available to the Group to improve its capital Group’s anticipated capital requirements to or securities convertible into shares except position before the occurrence of a trigger provide flexibility to the Group to maintain as set out under Rule 13.36(2)(b). Rule event resulting in conversion of any MCS an appropriate and efficient capital 13.36(2)(b) of the HKLR allows the issued into ordinary shares in the structure. In particular, the size of the Directors to seek a general mandate from Company. The Directors can be expected specific mandate has been calculated shareholders to allot or issue shares on a to take such steps in line with the Group based on internal modelling to provide non-pre-emptive basis. As explained in this Recovery Plan, which could include flexibility to the Group to issue MCS up to Appendix 2, the Company is seeking this reducing the Group’s liabilities or the maximum amount which would be specific mandate from shareholders in increasing capital (for example through eligible to satisfy the Group’s expected addition to the general mandate under Rule raising extra share capital from investors by Limited Tier 1 Capital capacity (with 13.36(2)(b) of the HKLR for the sole way of a rights issue). If the Company were, appropriate haircuts to reflect the volatility purpose of issuing MCS. This specific in future, to launch a rights issue, the of the Group’s MCS capacity and a mandate would require a dispensation from Company’s existing ordinary shareholders conversion applied from US dollars (the Rule 13.36(1) of the HKLR. The Company would be offered the opportunity to Company’s functional currency) to pound has therefore applied for, and the Hong acquire new ordinary shares in proportion sterling (the currency of the Company’s Kong Stock Exchange has granted on to their existing shareholding. issued ordinary shares)). For this purpose, 19 March 2020, a waiver from compliance Reasons for seeking a specific and in line with prevailing market practice with Rule 13.36(1) to allow the Directors to mandate to issue MCS in European bank and insurance contingent seek the authorities under resolution 25 The Company is seeking a specific mandate convertible regulatory capital issuances, and resolution 26 in relation to issuing MCS to enable it to issue MCS, which may only the Company has assumed that the subject to the limits set out in those be used for the purposes of issuing MCS maximum conversion price discount resolutions. As noted in the Company’s (for example, the Company could not rely applicable to the MCS would be announcement dated 1 April 2020, the on the mandate to issue ordinary shares or 60 per cent of the Company’s prevailing Hong Kong Stock Exchange has granted to securities convertible into ordinary shares share price at the time of issuance. The size the Company a waiver from strict which are not intended to qualify as of the specific mandate requested this year compliance with Rule 13.36(1) of the regulatory capital). (approximately ten per cent. of the Listing Rules to allow it to seek the specific aggregate nominal value of the Company’s mandate which, if approved by Through seeking a specific mandate, the issued share capital as of the latest shareholders, would continue in force until: Company intends to provide greater practicable date) is significantly lower than (i) the earlier of (a) 30 June 2021; and (b) certainty for shareholders as to the the equivalent requested in previous years the conclusion of the first Annual purposes for which the Company may seek (which equalled approximately General Meeting of the Company to issue MCS, whilst preserving flexibility twenty per cent. of the aggregate nominal following the date on which the specific for the Company by retaining a general value of the Company’s issued share capital mandate is approved, at which time the mandate for other purposes (for example, as of the respective latest practicable specific mandate shall lapse unless it is to offer shares as consideration for an dates). This reflects the fact that the renewed; or acquisition). Limited Tier 1 Capital capacity of the Group For these reasons, the Company would not is expected to be lower than the Restricted (ii) such time as it is revoked or varied by seek to rely on the general mandate under Tier 1 Capital capacity of the Group under ordinary resolution of the shareholders resolution 21 in connection with the issue Solvency II, to which MCS were previously in general meeting. of MCS. eligible to contribute. HKIA notification The Company believes it would not be As noted above, the resolutions enable the In connection with the waiver described practical to obtain a specific mandate from Directors to set the specific terms and above, Prudential has confirmed to the shareholders to issue MCS only when the conditions of the MCS, including the Hong Kong Stock Exchange that it will only need arises, primarily due to the time it conversion price, after considering market proceed to issue MCS if the terms of the would take to prepare the relevant circular conditions at the time of issuance. Any proposed issue have first been shared with, to shareholders, obtain pre-clearance for conversion price discount of the MCS will and no objection has been raised in relation the circular from the relevant authorities, be determined in consultation with the to them by, the HKIA. and then print and despatch the relevant HKIA and taking into account prevailing circular to shareholders convening the market convention. general meeting to seek shareholder approval. For the reasons set out above, the Company believes that the ability to issue MCS offers a number of benefits, and having a pre-approved mandate will enable the Company to act on a timely basis to issue MCS when market conditions are conducive to launching the issue. prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 17


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Additional information None of the Directors standing for election Interests in the share capital or re-election has any relationship with of the Company any other Director, member of senior As at 24 March 2020, being the latest management or substantial or controlling practicable date prior to the publication of shareholder of the Company. this document, the Directors standing for The biographical information in respect election and re-election held the following of each of these Directors complies with beneficial interests in the ordinary share the disclosure requirements as set out capital of the Company. These interests in the HKLR. As such, there are no other include shares acquired under the Share matters that need to be brought to the Incentive Plan, deferred annual incentive attention of holders of securities of the awards and interests in shares awarded Company and no other information to be on appointment. For further information disclosed pursuant to the requirements please refer to the Directors’ Remuneration of Rule 13.51(2) (h) to (v) of the HKLR. Report in the 2019 Annual Report. The current basic annual fee for Directors’ interests in shares, options and awards Non-executive Directors is £99,000 Total Interests with additional fees for membership beneficial in ordinary or chairmanship of a Board Committee interest shares Option Option (number under exercise exercise as follows: of shares) option price periods £ Ordinary Chairman membership Chairmanship Committee £ £ Paul Manduca 42,500 N/A N/A Audit 30,000 75,000 Executive Directors1 Mark FitzPatrick 72,343 2,061 14.55 1 Dec 22 – 31 May 23 Nomination & James Turner 80,624 1,237 14.55 1 Jan 21 – 30 June 21 Governance 15,000 – 2 Mike Wells 976,315 – –Risk 30,000 75,000 Non-executive Directors Remuneration 30,000 65,000 Jeremy Anderson 0 N/A N/A David Law 9,066 N/A N/A Paul Manduca is the Chairman of the Kaikhushru Nargolwala 70,000 N/A N/A Company. He receives an annual fee of Anthony Nightingale 50,000 N/A N/A £765,000, which includes his Committee Philip Remnant 6,916 N/A N/A duties. Philip Remnant is the Senior Alice Schroeder3 14,500 N/A N/A Independent Director of the Company and Tom Watjen3 10,340 N/A N/A he receives an annual fee of £50,000, in Fields Wicker-Miurin 4,500 N/A N/A addition to his Board and Committee fees. Amy Yip 0 N/A N/A A fee of £30,000 is paid to each of Kai Notes Nargolwala and Thomas Watjen for their 1 The Executive Directors’ beneficial interests in shares are shown as at 24 March 2020, being the latest practicable date role representing the views of the Group’s 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 workforce at Board level. 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 Salary levels for Executive Directors are table are represented in terms of ordinary shares. reviewed annually by the Remuneration 4 At the date of publication of this Notice, Shriti Vadera is not a Director of the Company and holds no interests in the Committee taking account of the pay Company’s shares. Shriti will become a Non-executive Director on 1 May 2020. budgets for the wider workforce and None of the Directors standing for election external market reference points to provide or re-election has an interest in the context. Company’s loan stock, nor the shares or The current basic salaries of loan stock of any subsidiary or associated MarkFitzPatrick, James Turner and Michael undertaking of the Group. Wells are £776,000, HKD 7,480,000 and £1,172,000 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 2019 Annual Report. 18 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Notes to Notice of Meeting 1 Members are entitled to appoint a proxy to exercise exercise it, he/she may, under any such agreement, providers are referred, in particular, to those sections all or any of their rights to attend, speak and vote have a right to give instructions to the shareholder of the CREST Manual concerning practical limitations on their behalf at the Meeting. A shareholder may as to the exercise of voting rights. of the CREST system and timings. appoint more than one proxy in relation to the Meeting 7 The statement of the rights of shareholders in relation 13 The Company may treat as invalid a CREST provided that each proxy is appointed to exercise to the appointment of proxies in paragraphs 1 to 4 Proxy Instruction in the circumstances set out in the rights attached to a different share or shares held above does not apply to nominated persons. The Regulation 35(5) (a) of the Uncertificated Securities by that shareholder. Where more than one proxy rights described in these paragraphs can only be Regulations 2001. is appointed, members must specify the number exercised by registered shareholders of the Company. 14 In the case of joint holders, where more than one of of shares each proxy is entitled to exercise. A proxy 8 To be entitled to attend and vote at the Meeting (and the joint holders purports to appoint a proxy, only the need not be a shareholder of the Company. for the purpose of the determination by the Company appointment submitted by the most senior holder will 2 Members’ attention is drawn to the Form of Proxy of the votes they may cast), shareholders must be be accepted. Seniority is determined by the order accompanying this Notice. A proxy may be appointed registered on the Company’s main UK share register or in which the names of the joint holders appear in the by any of the following methods: Hong Kong branch register as at 6.30pm London time Company’s register of members in respect of the joint (i) Completing and returning the enclosed Form on Tuesday 12 May 2020 (1.30am Hong Kong time holding (the first-named being the most senior). of Proxy; on Wednesday 13 May 2020) (or, in the event of any 15 Any corporation which is a member may appoint one (ii) For members on the UK register, electronic adjournment, 6.30pm London time two days prior or more corporate representatives who may exercise proxy appointment by logging onto the to the adjourned meeting). Any person holding an on its behalf all of its powers as a member provided website of Equiniti, the Company’s registrar, interest in shares through CDP must be registered that they do not do so in relation to the same shares. at www.sharevote.co.uk. Shareholders will on CDP’s register as at 5.00pm Singapore time 16 Under Section 527 of the 2006 Act members meeting need their Voting ID, Task ID and Shareholder on Monday 4 May 2020 (or in the event of an the threshold requirements set out in that section Reference Number, which are printed on adjournment 5.00pm Singapore time nine days prior have the right to require the Company to publish on a the accompanying Form of Proxy. Full details of to the adjourned meeting). The earlier CDP deadline website a statement setting out any matter relating to: the procedures are given on the website. If you is to allow sufficient time for a person holding an (i) the audit of the Company’s accounts (including the have already registered with Equiniti’s online interest in shares through CDP to obtain authorisation auditor’s report and the conduct of the audit) that are portfolio service Shareview, you may submit to act as a proxy or representative of HKSCC to be laid before the Meeting; or (ii) any circumstance your proxy vote by logging onto your portfolio Nominees Limited, in whose name the shares are connected with an auditor of the Company ceasing to at www.shareview.co.uk using your user ID and registered, at the Meeting. Changes to the Company’s hold office since the previous meeting at which annual password. Once logged in simply click ‘View’ share registers after the relevant deadline shall be accounts and reports were laid in accordance with on the ‘My Investments’ page, click on the link disregarded in determining the rights of any person Section 437 of the 2006 Act. The Company may not to vote then follow the on screen instructions; or to attend and vote at the Meeting. require the shareholders requesting any such website (iii) If you are a member of CREST, by using the CREST 9 As at 24 March 2020 (being the latest practicable day publication to pay its expenses in complying with electronic appointment service. prior to the publication of this Notice) the Company’s Sections 527 or 528 of the 2006 Act. Where the IMPORTANT: Whichever method you choose, issued share capital consists of 2,601,399,340 Company is required to place a statement on a website your instructions or Form of Proxy must be received ordinary shares, carrying one vote each. Therefore, under Section 527 of the 2006 Act, it must forward by the registrar no later than 11.00am London time the total voting rights in the Company as at 24 March the statement to the Company’s auditor not later than (6.00pm Hong Kong/Singapore time) on Tuesday 2020 were 2,601,399,340. The Company does not the time when it makes the statement available on the 12 May 2020. Any person holding an interest in shares hold any shares in treasury. website. The business which may be dealt with at through CDP must submit the completed Form of 10 CREST members who wish to appoint a proxy the Meeting includes any statement that the Company Proxy to CDP, and should note that CDP must receive or proxies through the CREST electronic proxy has been required under Section 527 of the 2006 Act voting instructions by 5.00pm Singapore time on appointment service may do so by using the to publish on a website. Monday 4 May 2020 to allow it to collate voting procedures described in the CREST Manual. CREST 17 Any member or their proxy attending the Meeting instructions for onward transmission to personal members or other CREST sponsored in person or by proxy has the right to ask questions. Computershare Hong Kong Investor Services Limited members, and those CREST members who have The Company must provide an answer to any such (Computershare Hong Kong), the Hong Kong branch appointed a service provider(s), should refer to their question relating to the business being dealt with at share registrar, by the deadline above. CREST sponsor or voting service provider(s), who will the Meeting save that no such answer need be given 3 If you are a registered shareholder and do not have a be able to take the appropriate action on their behalf. if (i) to do so would interfere unduly with the Form of Proxy and believe that you should have one, or 11 In order for a proxy appointment or instruction made preparation for the Meeting or involve the disclosure if you require additional forms, or would like to request using the CREST service to be valid, the appropriate of confidential information, (ii) the answer has already a hard copy of the 2019 Annual Report please contact CREST message (a CREST Proxy Instruction) must be been given on a website in the form of an answer to a Equiniti on 0371 384 2035 or Computershare Hong properly authenticated in accordance with Euroclear question, or (iii) it is undesirable in the interests of the Kong on + 852 2862 8555. Please contact +44 121 415 UK & Ireland Limited’s specifications, and must Company or the good order of the Meeting that the 7026 for the Equiniti overseas helpline if you are calling contain the information required for such instruction, question be answered. from outside the UK. Lines at Equiniti are open from as described in the CREST Manual (available via www. 18 A copy of this Notice and other information required 8.30am to 5.30pm London time Monday to Friday. euroclear.com). The message, regardless of whether by Section 311A of the 2006 Act, may be found at 4 To be valid a Form of Proxy, or other instrument it constitutes the appointment of a proxy or is an https://www.prudentialplc.com/investors/ appointing a proxy, must be received by post or by amendment to the instruction given to a previously shareholder-information/agm/2020. hand (during normal business hours only) at Equiniti appointed proxy must, in order to be valid, be 19 The Company will continue its practice of calling a Limited, Aspect House, Spencer Road, Lancing, West transmitted so as to be received by the issuer’s agent poll on all resolutions at the Meeting. The provisional Sussex, BN99 6DA no later than 11.00am London time (ID RA19) by 11.00am London time on Tuesday voting results, which will include all votes cast for and on Tuesday 12 May 2020 or at Computershare Hong 12 May 2020. For this purpose, the time of receipt against each resolution at the Meeting, and all proxies Kong Investor Services Limited, 17M Floor, Hopewell will be taken to be the time (as determined by the lodged prior to the Meeting, which will include votes Centre, 183 Queen’s Road East, Wan Chai, Hong Kong timestamp applied to the message by the CREST cast for and against each resolution, will be announced no later than 6.00pm Hong Kong/Singapore time on at the Meeting and published on the Company’s Application Host) from which the issuer’s agent is able Tuesday 12 May 2020. Any person holding an interest website as soon as practicable after the Meeting. to retrieve the message by enquiry to CREST in the The Company will also disclose the number of votes in shares through CDP must submit the completed manner prescribed by CREST. After this time any withheld at the Meeting and on its website. Form of Proxy to CDP, and should note that CDP must change of instructions to proxies appointed through This practice provides shareholders present with receive voting instructions by 5.00pm Singapore time CREST should be communicated to the appointee sufficient information regarding the level of support on Monday 4 May 2020 to allow it to collate voting through other means. and opposition to each resolution and ensures all instructions for onward transmission to 12 CREST members and, where applicable, their CREST votes cast either at the Meeting or through proxies Computershare Hong Kong, the Hong Kong branch sponsors, or voting service providers should note are included in the result. registrar, by the deadline above. that Euroclear UK & Ireland Limited does not make 20 You may not use any electronic address provided 5 The return of a completed Form of Proxy, other available special procedures in CREST for any either in this Notice of Meeting or any related such instrument or any CREST Proxy Instruction particular message. Normal system timings and documents (including the Chairman’s letter and Form (as described in paragraph 11 below) will not prevent limitations will, therefore, apply in relation to the input of Proxy) to communicate with the Company for any a shareholder attending the Meeting and voting of CREST Proxy Instructions. It is the responsibility purposes other than those expressly stated. in person if he/she wishes to do so. of the CREST member concerned to take (or, if the 21 The Company may process personal data of attendees 6 Any person to whom this Notice is sent who is a person CREST member is a CREST personal member, or at the Meeting. This may include webcasts, photos, nominated under Section 146 of the 2006 Act to enjoy sponsored member, or has appointed a voting service recording and audio and video links, as well as other information rights (a nominated person) may, under provider, to procure that his CREST sponsor or voting forms of personal data. The Company shall process an agreement between him/her and the shareholder service provider(s) take(s)) such action as shall be such personal data in accordance with its privacy by whom he/she was nominated, have a right to be necessary to ensure that a message is transmitted by policy, which can found at https://www.prudentialplc. appointed (or to have someone else appointed) as a means of the CREST system by any particular time. com/~/media/Files/P/Prudential-V3/content-pdf/ proxy for the Meeting. If a nominated person has no In this connection, CREST members and, where prudential-plc-privacy-policy-oct2019.pdf. such proxy appointment right or does not wish to applicable, their CREST sponsors or voting system prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 19


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Getting to the Annual General Meeting o H s r e St James’s Park u G r a Parliament d s Westminster d R Street alk Great Geor dcage W ge Street Bir Westminster Bridge Street QEII Centre Queen Storey’s Old Parliament Gate Square r y u a c t a n dS o a B r Houses Petty France Tothill Street of Parliament River Westminster A St James’s Park Main Abbey b i n g e t entrance d o Thames e n t t rS e e S t S t r h r e t o r i a i t e t i c m VS a t r e G Annual General Meeting By underground The Prudential plc 2020 Annual The nearest tube stations are St James’s General Meeting will be held at: Park and Westminster on the District and Circle lines. Westminster is also on the Churchill Auditorium, Jubilee line. QEII Centre, Broad Sanctuary, Westminster, By bus London SW1P 3EE Bus routes 24, 11, 88, 148 and 211 at 11.00am London time all stop nearby. (6.00pm Hong Kong/Singapore time) on Thursday 14 May 2020. The Notice of Meeting and all other details for the Annual General Meeting are available on our website: https://www.prudentialplc.com/ investors/shareholder-information/ agm/2020 Special arrangements have been made to help shareholders who are in any way physically disabled or those who are hard of hearing. The QEII Centre operates a security system. Cameras and recording devices are not permitted in the auditorium. 20 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Shareholder information Shareholder enquiries The documents available for inspection alternatively visit: www.shareview.co.uk/ For enquiries about shareholdings, are: 4/Info/Portfolio/Default/en/Home/ including dividends and lost share Shareholders/Pages/Overseas-Payment-— the service contracts between the certificates, please contact the Service.aspx Prudential Group and the Executive Company registrars: Directors; and Dividend currency By post — the letters of appointment and Starting with the 2019 second interim Equiniti Limited terms and conditions of appointment dividend, the Company now declares Aspect House between the Company and the its dividends in US dollars. Spencer Road Chairman and the Company and Shareholders on the UK register may Lancing the Non-executive Directors. choose to receive their dividend payment West Sussex BN99 6DA The above documents will also be in pound sterling or in US dollars. If no By telephone displayed at the offices of Slaughter choice is made, the shareholder will receive Tel 0371 384 2035 and May, 47th Floor, Jardine House, payment in pound sterling. Textel 0371 384 2255 (for hard of hearing) One Connaught Place, Central, Shareholders on the Hong Kong register Hong Kong. may choose to receive their dividend Lines are open from 8.30am to 5.30pm payment in Hong Kong dollars or US dollars. (London time), Monday to Friday. Dividend mandates If no choice is made, the shareholder will International shareholders Shareholders may have their dividends receive payment in Hong Kong dollars. Tel: +44 121 415 7026 paid directly to their bank or building society account. If you wish to take Those holding their shares on the UK or Documents available for inspection advantage of this facility, please call Hong Kong registers may elect to receive Copies of the documents listed below Equiniti and request a cash dividend payment for this and future dividends in US will be available for inspection during mandate form. Alternatively, shareholders dollars. normal business hours at 1 Angel Court, may download the form from London, EC2R 7AG, the registered office Such election must be received by the www.prudentialplc.com. of the Company, Monday to Friday relevant share registrar on or before (public holidays excepted) from the If you are an overseas shareholder then 23 April 2020. Elections can be made by date of this Notice. you may be able to make use of the contacting the relevant registrar whose overseas payment service provided by contact details, and further information, They will also be available at the place Equiniti which enables your dividends can be found on Prudential’s website of the Meeting, Queen Elizabeth II to be paid in local currency direct to https://www.prudentialplc.com/ Conference Centre, Broad Sanctuary, your bank account. To obtain further investors/shareholder-information/ Westminster, London, SW1P 3EE, information about this service please dividend/dividend-currency-election from 10:45am on Thursday 14 May 2020 contact Equiniti on the number above or until the conclusion of the Meeting. 2019 Second interim dividend timetable The timetable for the 2019 second interim dividend is as follows: Shareholders registered on the Shareholders with ordinary shares UK register and Hong Kong Holders of US American standing to the credit of their CDP 2019 second interim dividend branch register Depositary Receipts securities accounts Ex-dividend date 26 March 2020 – 26 March 2020 Record date 27 March 2020 27 March 2020 27 March 2020 Payment date 15 May 2020 15 May 2020 On or about 22 May 2020 Cash dividend alternative who have registered will be sent an email — links to downloadable forms, guidance The Company operates a Dividend notification whenever shareholder notes, and Company history fact sheets; Reinvestment Plan (DRIP). Shareholders documents are available on the Company’s and who have elected for the DRIP will website. When registering, shareholders — a choice of contact methods – via email, automatically receive shares for all future will need their shareholder reference phone, or post. dividends in respect of which a DRIP number which can be found on their share alternative is offered. The election may be certificate or Form of Proxy. The option If the answer to a question is not included cancelled at any time by the shareholder. to receive shareholder documents in the information provided, shareholders Further details of the DRIP are available at electronically is not available to can send enquires via secure email from www.shareview.co.uk/4/Info/Portfolio/ shareholders holding shares through CDP. these pages. A form will need to be default/en/home/shareholders/Pages/ How to manage shareholdings completed, together with a shareholder ReinvestDividends.aspx. Information on how to manage reference number, name, address and Electronic communications shareholdings can be found at help. email address, if desired. Shareholders are encouraged to elect shareview.co.uk. The pages at this web to receive shareholder documents address provide the following: electronically by registering with Shareview — answers to commonly asked questions at www.shareview.co.uk. Shareholders regarding shareholder registration; prudentialplc.com Prudential plc Notice of Annual General Meeting 2020 21


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SHAREHOLDER INFORMATION CONTINUED Corporate Sponsored ShareGift American Depositary Nominee account Shareholders who only have a small Receipts (ADRs) Prudential offers a Corporate Sponsored number of shares the value of which The Company’s ordinary shares are listed Nominee account (CSN) that allows makes them uneconomic to sell may on the New York Stock Exchange in the shareholders based in the EEA to hold their wish to consider donating them to form of American Depositary Shares, Prudential shares in an electronic format. ShareGift (Registered Charity 1052686). evidenced by ADRs and traded under the Further information on the CSN can be The relevant share transfer form may symbol PUK. Each American Depositary found at www.shareview.co.uk. be downloaded from our website https:// Share represents two ordinary shares. www.prudentialplc.com/investors/ All enquiries regarding ADR holder To join the CSN simply contact Equiniti shareholder-information/forms or from accounts should be directed to JPMorgan on 0371 384 2035 for a transfer form. Equiniti. Further information about Chase, the authorised depositary bank, Complete and return it with your share ShareGift may be obtained at JPMorgan Chase Bank, N.A, PO Box certificates to the address stated on on +44 (0)20 7930 3737 or from 64504, St. Paul, MN 55164-0504, USA. the form. www.ShareGift.org. Telephone General +1 800 990 1135 Further information, including the full Hong Kong branch register or from outside the US +1 651 453 2128 terms and conditions, can be found online The Company operates a branch register or log on to www.adr.com. at www.shareview.co.uk/info/csn or for shareholders in Hong Kong. All Singapore shareholder enquiries alternatively you can speak to someone enquiries regarding Hong Kong branch Shareholders who have shares standing at Equiniti on 0371 384 2035. register accounts should be directed to to the credit of their securities accounts Share dealing services Computershare Hong Kong Investor with CDP in Singapore may refer queries The Company’s Registrars, Equiniti, Services Limited, 17M Floor, Hopewell to the CDP at 11 North Buona Vista Drive, offer a postal dealing facility for buying Centre, 183 Queen’s Road East, Wan Chai, #01-19/20 The Metropolis Tower 2, and selling Prudential plc ordinary shares; Hong Kong. Telephone: +852 2862 8555. Singapore 138589. Telephone +65 6535 please see the Equiniti address on page 21 7511. Enquiries regarding shares held in or telephone 0371 384 2248. They also Depository Agent Sub-accounts should offer a telephone and internet dealing be directed to your Depository Agent service, Shareview, which provides a or broker. 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 http:// www.shareview.co.uk/dealing. 22 Prudential plc Notice of Annual General Meeting 2020 prudentialplc.com


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Prudential public limited company Principal place of business Incorporated and registered in Hong Kong in England and Wales 13th Floor Registered office One International Finance Centre 1 Angel Court 1 Harbour View Street London Central EC2R 7AG Hong Kong Registered number 1397169 www.prudentialplc.com 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, a subsidiary of M&G plc, a company incorporated in the United Kingdom.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: 2 April 2020

 

PRUDENTIAL PUBLIC LIMITED COMPANY
By:   /s/ Chris Smith
Chris Smith
Deputy Group Secretary