Annual Report and Accounts

Prudential PLC
13 April 2007

Prudential plc

•     Annual report 2006

•     Annual review and summary financial statement 2006

•     AGM circular 2007

•     UK, Irish and US Proxy voting forms



Pursuant to Listing Rule 9.6.1R, two copies of the above documents have been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at:

Document Disclosure Team

UK Listing Authority
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. no. [phone]

(Documents will normally be available for inspection within six normal business
hours of this notice being given).



All of these documents can also be viewed on the Company's website,
www.prudential.co.uk/ prudential-plc/investors/agminfo/2007/ from 16 April 2007.

The Company proposes to change its articles of association as set out below at
its Annual General Meeting on 17 May 2007. References are to the current
Articles unless otherwise stated.

If passed by shareholders, the relevant resolutions would amend the Articles of
the Company as follows.

 Article 180: Extra shares instead of cash dividend

Deleting paragraph (a) of the present Article 180 and adopting the following in
substitution therefore:

'(a)     The directors may specify a particular dividend or dividends or all or
any dividends to be paid within a specified period or all dividends to be paid
until notice is given that such offer is withdrawn.'

Deleting paragraph (g) of the present Article 180 and adopting the following in
substitution therefor:

'(g)     The Extra Shares allotted in lieu of any dividend shall rank pari passu
in all respects with the fully paid shares in issue at the date of allotment
except that they will not be entitled to participate in the relevant dividend or
share election in lieu.'

 Article 190: Record dates for sending documents to shareholders

Deleting paragraph (c) of the present Article 190 and adopting the following in
substitution therefore:

'(c)     for the purpose of sending any notice or other document or information
pursuant to these Articles, the Companies Acts or other rules and regulations
applicable to the Company, determine that the persons entitled to receive such
notices, documents or information are those persons entered on the register at
the close of business on a day determined by the Company or the board, which day
shall not be more than 21 days before the day that such the relevant notice,
document or information is sent.'

 Article 195: Methods of Company sending notice

Deleting the present Article 195 and adopting the following in substitution
therefore:

'195.     The Company shall send any notice or other document or information
pursuant to these Articles the Companies Acts or other rules and regulations
applicable to the Company to a member by whichever of the following methods it
may in its absolute discretion determine:


        (a)     personally; or

        (b)     by posting the notice or other document in a prepaid envelope
        addressed, in the case of a member, to his registered address, or in any
        other case, to the person's usual address; or

        (c)     by leaving the notice or other document at that address; or

        (d)     if the member has agreed (generally or specifically) that the
        document or information may be sent or supplied using electronic means
        (and has not revoked that agreement), by sending the notice or other
        document using electronic means to such address (if any) for the time
        being notified to the Company by or on behalf of the member for that
        purpose (generally or specifically); or

        (e)     in accordance with Article 196; or

        (f)     by any other method approved by the board.'

Article 196 and 197: Website publication by Company

Deleting the present Articles 196 and 197 and adopting the following in
substitution therefore:

'196.     Subject to the Companies Acts, the Company may also send any notice or
other document or information pursuant to these Articles, the Companies Acts or
other rules and regulations applicable to the Company to a member by publishing
that notice or other document or information on a website where:


        (a)     the member has agreed (or is taken to have agreed in accordance
        with the Companies Acts) to him having access to the notice or document
        or information on a website (instead of it being sent to him);

        (b)     the notice or document is one to which that agreement applies;

        (c)     the member is notified, in writing, of:

                (i)     the publication of the notice or document on a website;

                (ii)     the address of that website;

                (iii)     the place on that website where the notice or document
                may be accessed, and how it may be accessed; and

        (d)     the notice or document is published on that website throughout
        the publication period, provided that, if the notice or document is
        published on that website for a part, but not all of, the publication
        period, the notice or document shall be treated as being published
        throughout that period if the failure to publish that notice or document
        throughout that period is wholly attributable to circumstances which it
        would not be reasonable to have expected the Company to prevent or
        avoid.

197.     In Article 196 publication period means:


        (a)     in the case of a notice of an adjourned meeting pursuant to
        Article 80 a period of not less than seven clear days before the date of
        the adjourned meeting, beginning on the day following that on which the
        notification referred to in sub-paragraph (c) above is sent or (if
        later) is deemed sent;

        (b)     in the case of a notice of a poll pursuant to Article 88, a
        period of not less than seven clear days before the taking of the poll,
        beginning on the day following that on which the notification referred
        to in sub-paragraph (c) above is sent or (if later) is deemed sent;

        (c) otherwise, for the applicable notice period specified in these
        Articles or any applicable provision of the Companies Act; and

        (d) in any other case, a period of not less than 28 days, beginning on
        the day following that on which the notification referred to in Article
        196 (c) above is sent or (if later) is deemed sent.'

 Article 209A: Right to hard copy

Inserting a new Article 209A immediately following the present Article 209 as
follows:

'209A.     Where a member has been sent a notice, document or other information
by the Company otherwise than in hard copy form, the Company will, without
charge, send a copy of such notice, document or other information in hard copy
form to the member concerned within 21 days after receipt by the Company of a
request in writing therefor from such member.'

 Article 218: Indemnity to directors and officers

Deleting the present Article 218 and adopting the following in substitution
therefore:

'218.     Subject to the provisions of the Companies Acts, the Company may
indemnify any director, officer or employee of the Company or of any associated
company against any liability and may purchase and maintain for any director,
officer or employee of the Company or of any associated company insurance
against any liability.'

 Article 219: Jurisdiction

Inserting a new Article 219 immediately following the present Article 218 as
follows:

'219.     Any proceeding, suit or action: (i) between a shareholder in that
shareholder's capacity as such and the Company and/or its directors arising out
of or in connection with these Articles or otherwise; and/or (ii) to the fullest
extent permitted by law, between the Company and any of its directors in their
capacities as such or as employees of the Company, including all claims made by
or on behalf of the Company against its directors; and/or (iii) between a
shareholder in that shareholder's capacity as such and the Company's
professional service providers and/or (iv) between the Company and the Company's
professional service providers arising in connection with any claim within the
scope of this Article 219 sub-paragraph (iii), may only be brought in the courts
of England and Wales, for this purpose 'court' shall mean any court of competent
jurisdiction or other competent authority including, for the avoidance of doubt,
a court or authority in any jurisdiction which is not a signatory to the New
York Convention. Damages alone may not be an adequate remedy for any breach of
Article 219, so that in the event of a breach or anticipated breach, the
remedies of injunction and/or an order for specific performance would in
appropriate circumstances be available.'




A draft of the Articles, as amended, showing the changes from the existing
Articles will be available for inspection at the registered office of the
Company on Mondays to Fridays (public holidays excepted) from 13 April 2007, and
at the place of the Annual General Meeting for 15 minutes prior to and during
the Meeting until its conclusion. From 16 April 2007 the draft can also be
viewed on the Company's website, www.prudential.co.uk/ prudential-plc/investors/
agminfo/2007/



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



Contact name for Enquiries
Sylvia Edwards, Assistant Group Secretary
020 7548 3826

Company official responsible for making notification
Susan Henderson, Deputy Group Secretary
020 7548 3805






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