Board Statement

Prudential PLC
20 March 2006



PRUDENTIAL PLC BOARD STATEMENT

20 March 2006

The Board of Prudential plc notes the announcement by Aviva plc this morning
regarding its unsolicited and unwelcome proposal.

The Board of Prudential reaffirms its rejection of Aviva's proposal.

Sir David Clementi, Chairman of Prudential, commented:

'Last week's strong results demonstrate the positive momentum of Prudential's
businesses and the exciting prospects evident under our new management team.
The potential of our high growth, high margin businesses is tremendous and
distinctive.


'A combination with Aviva would dilute the benefits of this growth for our
shareholders.  The Board does not believe the proposal is in the interests of
Prudential shareholders.'



Enquiries:


Prudential plc
Jon Bunn                   020 7548 3559 (office) / 07808 632167  (mobile)
James Matthews             020 7548 3561 (office) / 07901 648153  (mobile)



Brunswick
Mike Smith                 020 7404 5959
Kate Holgate               020 7404 5959





Note to editors:



1.        Prudential plc is being advised by Goldman Sachs International,
Lexicon Partners Limited and UBS Limited in connection with the matters referred
to herein.



2.        Goldman Sachs International and UBS Limited are joint corporate
brokers to Prudential plc.



Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for
Prudential and no-one else in connection with the matters referred to herein and
is not advising any other person and accordingly will not be responsible to any
person other than Prudential for providing the protections afforded to clients
of Goldman Sachs International or for providing advice in relation to such
matters.



Lexicon Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Prudential only in
connection with the matters referred to herein and no-one else and will not
regard any other person as its client or be responsible to any person other than
Prudential for providing the protections afforded to clients of Lexicon Partners
Limited nor for providing advice in relation to such matters.



UBS Limited is acting for Prudential only in connection with the matters
referred to herein and no-one else and will not regard any other person as its
client or be responsible to any person other than Prudential for providing the
protections afforded to clients of UBS Limited nor for providing advice in
relation to such matters.



Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers, if
any person is, or becomes, 'interested' (directly or indirectly) in 1% or more
of any class of 'relevant securities' of Prudential or of Aviva, all 'dealings'
in any 'relevant securities' of that company (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities') must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction.  This requirement
will continue until the date on which any offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends.  If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an '
interest' in 'relevant securities' of Prudential or of Aviva, they will be
deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Prudential or of Aviva by Prudential or Aviva, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.




A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.



'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.



Forward-Looking Statements



This announcement may contain certain 'forward-looking statements' with respect
to certain of Prudential's plans and its current goals and expectations relating
to its future financial condition, performance, results, strategy and
objectives.  Statements containing the words 'believes', 'intends', 'expects', '
plans', 'seeks' and 'anticipates', and words of similar meaning, are
forward-looking.  By their nature, all forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances which are
beyond Prudential's control including among other things, UK domestic and global
economic and business conditions, market related risks such as fluctuations in
interest rates and exchange rates, and the performance of financial markets
generally; the policies and actions of regulatory authorities, the impact of
competition, inflation, and deflation; experience in particular with regard to
mortality and morbidity trends, lapse rates and policy renewal rates; the
timing, impact and other uncertainties of future acquisitions or combinations
within relevant industries; and the impact of changes in capital, solvency or
accounting standards, and tax and other legislation and regulations in the
jurisdictions in which Prudential and its affiliates operate.  This may for
example result in changes to assumptions used for determining results of
operations or re-estimations of reserves for future policy benefits.  As a
result, Prudential's actual future financial condition, performance and results
may differ materially from the plans, goals, and expectations set forth in
Prudential's forward-looking statements.  Prudential undertakes no obligation to
update the forward-looking statements contained in this announcement or any
other forward-looking statements it may make.








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