25 May 2000

Start of Egg IPO marketing process

Not for distribution or release in or into the United States, Canada or Japan or to U.S. persons

Embargo: 07:00 Thursday 25 May 2000

Start of Egg IPO Marketing Process

Prudential plc today announced the start of the marketing for the IPO of a minority stake in Egg plc which, subject to market conditions, is scheduled to take place in June.

Highlights of the IPO include:

• Price range set at 130-175 pence per share, which values the Egg group between approximately £1.1bn and £1.4bn
• Offering of at least 18% of Egg’s share capital
• Retail offering to customers of Egg and Prudential Banking, limited to eligible existing customers as at midnight on 22 February 2000, with an on-line application process
• Offering to UK eligible employees of the Prudential group, including eligible employees of the Egg group
• Offering to institutional investors in the United Kingdom and elsewhere

The Global Offer will comprise the issue of new shares by Egg plc (through which Egg is expected to raise approximately £150 million net) as well as the sale of some existing Egg plc shares held by Prudential plc in order to meet London Stock Exchange liquidity requirements.

The retail offer (the Egg Share Offer) to eligible customers will have an on-line application and settlement process. A mini-prospectus can be viewed on-line on the web site http://share.egg.com from 26 May 2000. Eligible customers will be able to view the mini-prospectus and complete and submit the application form on this site. Customers have been sent a letter detailing eligibility criteria and explaining how to access the web site if they do not already use the Internet.

Following the recent appointments of Roberto Mendoza and Richard Delbridge to the Egg board, the remaining non-executive directors have been confirmed. They are Jonathan Bloomer and Derek Higgs as non-executive directors nominated by Prudential, and Leslie Priestley and David Smilow as independent non-executive directors.

Commenting on the announcement, Jonathan Bloomer, Group Chief Executive of Prudential plc, said:

"I am delighted that Egg has started the marketing for the IPO. Egg is a substantial business with a proven track record and with the backing of Prudential will continue to build on its strong market position.”

Mike Harris, Chief Executive of Egg plc, said:

"Egg is now moving into an exciting new phase of our growth and development. Flotation is a strategic move that will enable us to maximise the potential for growth in the business by giving us the opportunity to develop the business in the UK as well as internationally and will help us retain and incentivise our people."

An analysts’ meeting will take place at 9.30 am today at Laurence Pountney Hill, London.

For further information please contact:

This announcement is not for distribution in the United States, Canada or Japan. This announcement and the information contained herein is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Canada or Japan. Egg securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. Egg does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained herein, and, if sent in response to this announcement or the information contained herein, will not be accepted.

Goldman Sachs International is acting as sponsor and financial adviser to Egg plc and financial adviser Prudential plc and no one else in connection with the offering and will not be responsible to any other person for providing the protections afforded to customers of Goldman Sachs International or for providing advice in relation to the offering.

No offer or invitation to acquire shares in Egg is being made by or in connection with this announcement. Any such offer will be made solely by means of the prospectus to be published by Egg plc and any acquisition of shares should be made solely on the basis of the information contained in the prospectus. The value of shares can go down as well as up. Persons needing advice should consult a professional adviser.

Notes for Editors:

Information on Egg

Prudential launched the Egg business in October 1998 as a division of Prudential Banking plc, and Egg is now a leading Internet provider of banking products. It is also a provider of on-line intermediation services and is developing these further. It currently offers customers Egg branded deposit accounts, credit cards, personal loans and mortgages, mutual funds and online shopping. It also provides Prudential-branded deposit accounts, mortgages and personal loans, and offers associated insurance products, which are all marketed and sold by the Prudential group.

Currently, Egg is organised along three business lines: (i) a retail banking business, (ii) an intermediation business focusing on financial products and services and (iii) a transaction portal for non-financial products and services. Egg seeks to attract Internet-enabled customers primarily into its core banking proposition. It then encourages them to make regular visits to its website and provides them with easy access to a range of financial and non-financial goods and services. As at 30 April 2000 Egg had over 1 million customers*. As at 31 March 2000, Egg employed over 1,700 full time equivalent, permanent staff.

Based on its current business plan, Egg intends to launch the following products and services over the next twelve months:

• a current account as a further step in the integrated banking business model
• the expansion of Egg Invest to include share dealing
• the upgrading of Egg Shop to enhance functionality, expand the search engine and increase the number of retailers available
• the launch of Egg Insure, a general insurance supermarket
• offering all Egg customers an Egg Wallet as a payment mechanism and to provide a quick means of transacting over the Internet
• a mortgage intermediation service to provide customers with attractive products from prominent mortgage suppliers in the UK market

Egg is continually reviewing opportunities as they arise and may modify the current business plan in response to such opportunities or if circumstances vary.

Egg plc is the holding company of the Egg group. Prudential Banking plc, a wholly owned subsidiary of Egg plc, is the authorised banking subsidiary, regulated by the Financial Services Authority, that holds deposits, makes personal loans, grants mortgages and issues the Egg Card. Other subsidiaries within the Egg group include Egg Financial Products Limited, which operates the shopping portal and acts as the group’s Internet service provider, and Egg Investments Limited, which operates Egg Invest and is regulated by the Personal Investment Authority.

The Global Offer

Egg plc intends to raise £150m net of expenses in the global offering. Prudential plc, the sole shareholder, is selling existing shares in order to have a sufficient number of shares in public hands to satisfy London Stock Exchange liquidity requirements.

The Global Offer will be open to institutional investors in the United Kingdom and elsewhere. It will also be available to existing eligible Egg and Prudential Banking customers as at midnight on 22 February 2000 and to UK employees of Prudential and Egg subject to eligibility.

Because of legal restrictions, any share offering by Egg plc or share sale by Prudential plc to its eligible customers and employees will only be open to individuals resident in the United Kingdom, Jersey or the Isle of Man, who are over 18 years of age (20 years in Jersey).

Application has been made to the UK Listing Authority for ordinary shares of Egg plc to be admitted to the Official List maintained by the UK Listing Authority and to be traded on the London Stock Exchange.

Egg Share Offer

Eligible customers of Egg and Prudential Banking in the United Kingdom, Jersey and the Isle of Man, will be able to participate in the offering. The application process will be fully on-line. Eligible customers will be able to access the mini-prospectus and make an application via a specially designed web page (http://share.egg.com) from 26 May 2000. Egg and Prudential Banking customers were sent a letter in the middle of May with details of eligibility and advice on how to access the Internet if they were not already Internet customers.

As part of Egg’s long-term strategy to become the leading online business in the financial services sector, the application and settlement process for customers will be fully on-line for the first time in UK. Undertaking an on-line offer is consistent with the manner in which the majority of customers usually access Egg’s products and services.

The customer offer closes at 11.59pm on 8 June 2000, when all on-line application forms from customers must have been submitted and confirmed by e-mail. Customers will be sent notification of allocations by e-mail following pricing and allocation which we expect to occur shortly after the closing of the customer offer.

Applications can only be made for amounts of £200, £500 or £1,000 worth of shares to be bought at the offer price. Prudential reserves the right to manage the allocation per customer, with a random ballot if appropriate. Customers will pay for their final allocation of shares by debit card, only after their allocation has been determined.

Employee Offer

UK employees of the Prudential group, including employees of the Egg group, will be offered the opportunity to apply to purchase shares. Employees must be resident in the United Kingdom, Jersey or the Isle of Man and over the age of 18 years (20 years in Jersey).

Applications can only be made for amounts of £200, £500 or £1,000 worth of shares, to be bought at the offer price. Prudential reserves the right to limit the allocation per employee.

In addition, eligible employees of the Egg group will be entitled to receive £100 of free ordinary shares in Egg plc and options to purchase, at a later date, ordinary shares in Egg plc worth £900 at the offer price.

Institutional offering

Institutional investors in the United Kingdom and elsewhere can apply for ordinary shares at the offer price.

International marketing for institutional investors is due to start on 25 May 2000 covering the UK and elsewhere.

Board membership

The existing executive directors of Egg plc are Mike Harris, 51, Chief Executive Officer, Paul Gratton, 40, Chief Operating Officer, and Stacey Cartwright, 36, Chief Financial Officer.

The non-executive directors nominated by Prudential are Roberto Mendoza, 54, as Chairman, previously with JP Morgan, Jonathan Bloomer, 46, Group Chief Executive, Prudential plc and Derek Higgs, 56, Director of Prudential plc.

The independent non-executive directors are Richard Delbridge, 57, who was previously Group Chief Financial Officer of NatWest, Leslie Priestley, 66, who is a current director of Prudential Banking plc, and David Smilow, 38, previously Chairman of TeleBanc Financial Corporation.

The appointment of new directors is subject to approval from the Financial Services Authority.

On 1 January 2001, a new management structure will be introduced to the Egg group to give the Egg senior executives the opportunity to focus on developing a growing business as well as maintaining a lead in a fast moving market. Mike Harris will become Executive Vice Chairman of Egg plc and Chairman of the Egg Executive Committee, with the main responsibility for creating and sustaining the new business strategy and vision for the Egg group to maximise shareholder value. Paul Gratton will become Chief Executive Officer and will be responsible for delivering the business plan across the Egg group.

The syndicate

The syndicate for the Global Offer comprises:

Goldman Sachs International, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, has approved this document solely for the purposes of paragraph 8.27 of the Listing Rules of the UK Listing Authority.

Copies of the prospectus are available for collection from our registered office at 142 Holborn Bars, London EC1N 2NH from 25 May 2000.

* The customer base includes individuals who holds an Egg product (excluding Prudential branded products). Also treated as customers are joint holders of a deposit account, primary and secondary holders of the Egg card and those customers whose applications have been accepted in principle and who have been allocated a credit limit but for whom the application process has not been completed. Not included as customers are individuals who transact on Egg Shop, individuals who use out ISP and customers who have died.

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