(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Title of Securities

to be Registered⁽¹⁾

Amount

to be

Registered⁽²⁾

Proposed

Maximum

Offering Price

Per Share⁽³⁾

Proposed

Maximum
Aggregate

Offering Price⁽³⁾

Ordinary Shares

This Registration Statement registers ordinary shares, 5 pence par value each (the “Ordinary Shares”), of Prudential Public Limited Company that may be granted pursuant to The Prudential Long Term Incentive Plan (the “Plan”). A portion of the Ordinary Shares may be represented by American Depositary Shares (the “ADSs”). ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares have been registered under two separate registration statements on Form F-6 (File No. 333-12168 and File No. 333-149727). Each ADS represents two Ordinary Shares.

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers an indeterminable number of additional securities as may be offered or issued as a result of the anti-dilution provisions of the Plan.

Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low reported prices of ADSs as reported on the New York Stock Exchange on October 26, 2018.

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed by the Registrant with the Commission on March 22, 2018, as amended by the Registrant’s Amendment No. 1 to Form 20-F, filed by the Registrant with the Commission on March 28, 2018;

The Registrant’s report on Form 6-K furnished by the Registrant to the Commission on August 8, 2018, which includes the Registrant’s unaudited condensed consolidated interim financial statements as of June 30, 2018;

The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed by the Registrant with the Commission on June 22, 2000, including any amendment or report filed for the purpose of updating such description; and

All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act (except that any portions thereof which are furnished and not filed shall not be deemed incorporated) since the end of the fiscal year covered by the Form 20-F referred to in (a) above.

a director, officer, or employee of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

a trustee of any pension fund in which employees of the Company or any other body referred to in Article 149(a) is or has been interested,

Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

section 233 (provision of insurance),

section 234 (qualifying third party indemnity provision), or

section 235 (qualifying pension scheme indemnity provision).

This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

The provision must not provide any indemnity against—

any liability of the director to pay—

a fine imposed in criminal proceedings, or

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

any liability incurred by the director—

in defending criminal proceedings in which he is convicted, or

in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

The references in subsection (3)(b) to a conviction, judgment or refusal of relief are the final decision in the proceedings.

For this purpose—

a conviction, judgment or refusal of relief becomes final—

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

an appeal is disposed of—

if it is determined and the period for bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to a qualifying pension scheme indemnity provision.

Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

The provision must not provide any indemnity against—

any liability of the director to pay—

a fine imposed in criminal proceedings, or

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

any liability incurred by the director in defending criminal proceedings in which he is convicted.

The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

For this purpose—

a conviction becomes final—

if not appealed against, at the end of the period for bringing an appeal, or

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

an appeal is disposed of—

if it is determined and the period for bringing any further appeal has ended, or

if it is abandoned or otherwise ceases to have effect.

In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c 12) that is established under a trust.

This section requires disclosure in the directors’ report of—

qualifying third party indemnity provision, and

qualifying pension scheme indemnity provision.

If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force”.

If in proceedings for negligence, default, breach of duty or breach of trust against—

an officer of a company, or

a person employed by a company as auditor (whether he is or is not an officer of the company),

If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default breach of duty or breach of trust—

he may apply to the court for relief, and

the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper”.

Name

Title

/s/ Paul Victor Falzon Sant Manduca

/s/ Michael Andrew Wells

/s/ Mark Thomas FitzPatrick CA

/s/ Sir Howard John Davies

/s/ John William Foley

/s/ David John Alexander Law ACA

/s/ Kaikhushru Shiavax Nargolwala FCA

/s/ Nicolaos Andreas Nicandrou ACA

/s/ Anthony John Liddell Nightingale CMG SBS JP

/s/ Philip John Remnant CBE FCA

/s/ Alice Davey Schroeder

/s/ Stuart James Turner FCA

/s/ Jonathan Adair Lord Turner FRS

/s/ Thomas Ros Watjen

/s/ Jane Fields Wicker-Miurin OBE

/s/ Barry Lee Stowe