08 May 2002

Prudential plc Annual General Meeting Business

The Board of Prudential plc announces its intention to recommend the withdrawal of Resolution 12, relating to its proposed executive share plan, to allow for further consultation with shareholders. This resolution was due to be put to shareholders at its Annual General Meeting on 9 May.

Prudential discussed the executive share plan and consulted exhaustively with its shareholders over the five month period leading up to notification of the Annual General Meeting. Points made during these discussions were reflected in the plan. Only after seeking input from major institutional shareholders and following best practice in corporate governance did it finalise its resolution to go before the AGM.

Although indications from proxy votes are that the resolution would have been passed, a number of institutional shareholders (all of whom had been party to earlier consultations) have, at an unusually late stage, sought further clarification and discussion on the proposals in the plan. This included a reopening of issues which the company had been led to believe were closed.

Prudential's Remuneration Committee believes strongly in the merits of the proposals but wishes to have the wholehearted support of shareholders. It therefore intends to continue discussions with as broad a range of shareholders as possible with a view to putting the executive share plan to shareholders at a later date.

ENDS

ENQUIRIES TO:
Geraldine Davies 020 7548 3911
Steve Colton 020 7548 3721
Clare Staley 020 7548 3719

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Prudential plc is an international company incorporated in the United Kingdom, and its affiliated companies constitute one of the world’s leading financial services groups. It provides insurance and financial services directly and through its subsidiaries and affiliates throughout the world, and it has been in existence for over 170 years. 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 the Prudential Assurance Company, a subsidiary of M&G plc (a company incorporated in the United Kingdom).

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Prudential plc is an international company incorporated in the United Kingdom, and its affiliated companies constitute one of the world’s leading financial services groups. It provides insurance and financial services directly and through its subsidiaries and affiliates throughout the world, and it has been in existence for over 170 years. 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 the Prudential Assurance Company, a subsidiary of M&G plc (a company incorporated in the United Kingdom).