Instrument: Subordinated Notes, issued under the Issuers US$10,000,000,000 Medium Term Note Programme dated 27-Mar-26, as supplemented by a supplementary prospectus dated 8-Oct-26, expected to be treated as Tier 2 Capital of Prudential group under the Hong Kong IAs Insurance (Group Capital) Rules
Status of the Notes: Direct, unsecured and subordinated obligations of PFA ranking: subordinated to the claims of all Issuer Senior Creditors, at least pari passu with the Legacy Tier 2 Notes and Tier 2 Capital; and in priority to Deeply Subordinated Notes, Tier 1 Capital and all classes of share capital of PFA
Status of the Guarantee: Subordinated and unsecured obligations of the Guarantor ranking: subordinated to the claims of all Guarantor Senior Creditors; at least pari passu with Subordinated Notes, obligations pursuant to the Legacy Tier 2 Notes Guarantee, Tier 2 Capital and other capital instruments or securities and which rank pari passu with the Subordinated Notes Guarantee; and in priority to the Deeply Subordinated Notes, obligations pursuant to the Deeply Subordinated Notes Guarantee, Tier 1 Capital and all classes of share capital of Prudential
Format: Reg S; Registered
Pricing Date: 27-Oct-26
Settlement / Issue Date: 3-Nov-26 (T+5)
Scheduled Maturity Date: 3-Nov-36
Issuers Call Option: The Issuer may, at its option, redeem the Notes in whole but not in part: at par on any day from (and including) the day falling 3 months prior to the Maturity Date up to (but excluding) the Maturity Date, at the Make Whole Redemption Price on any date from (and including) the Issue Date up to (but excluding) the date falling 3 months prior to the Maturity Date, subject to Conditions to redemption, variation, substitution and purchase
Interest: [.]% per annum payable semi-annually in arrear
Interest Payment Dates: 3 May and 3 November in each calendar year, commencing on (and including) 3-May-27, up to (and including) the Maturity Date
Day Count Fraction: 30 / 360, Following, unadjusted
Regulatory Capital Requirement (Principal and Redemption Date Interest) Condition: To the extent the Regulatory Capital Requirement is not met both immediately before, and immediately after such payment, the Issuer and the Guarantor will not make any payment of principal unless otherwise permitted by the Relevant Regulator and will not make any payment of Redemption Date Interest to the extent directed not to make such payment by the Relevant Regulator
Additional Redemption Events: Tax Event Redemption and Refinancing Option, Regulatory Event Redemption and Regulatory Event Refinancing Option and Rating Event Redemption and Rating Event Refinancing Option
Clean-up Call: Applicable at 80%
Governing Law: English law
Use of Proceeds: General Corporate Purposes
Listing: London Stock Exchanges Regulated Market
Clearing: Euroclear / Clearstream
Denominations: US$200,000 and integral multiples of US$1,000 in excess thereof
ISIN / Common Code: XS3550550514 / 355055051
Joint Lead Managers: BofA Securities (B&D), Barclays, BNP Paribas, Deutsche Bank and J.P. Morgan
Selling Restrictions: US Reg S, Cat 2, UK and the EEA – no sales to retail investors; Italy, Switzerland – no sales; Canada, Hong Kong, Japan; Singapore - Accredited Investors and Institutional Investors only
Target Market: UK MiFIR / MiFID II product governance Professional investors and ECPs only target market. No EEA PRIIPs key information document (KID) or UK disclosure document required by DISC, as not available to retail in the EEA or the UK