Prudential : Memorandum and Articles of Association

(amended by the Companies Act 2006 effective on 1 October 2009)

We, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum. We agree to take the number of shares shown opposite our respective names.

Date: 27 September 1978

Witness to signatures:

COMPANY NO. 1397169

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

PRUDENTIAL PUBLIC LIMITED COMPANY

(adopted by a special resolution passed on 14 May 2009 effective on 1 October 2009)

Preliminary

1. No regulations or articles set out in any statute, or in any statutory instrument or other subordinate legislation made under any statute, concerning companies shall apply as the regulations or articles of the Company.

2. In these Articles, except where the subject or context otherwise requires:

   Act means the Companies Act 2006 including any modification or re-enactment of it for the time being in force; address, includes any number or address used for the purposes of sending or receiving documents or information by electronic means; Articles means these articles of association as altered from time to time by special resolution; auditors means the auditors of the Company; the Bank of England base rate means the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998; the board means the directors or any of them acting as the board of directors of the Company; certificated share means a share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly; clear days in relation to the sending of a notice means the period excluding the day on which a notice is sent or deemed to be sent and the day for which it is sent or on which it is to take effect; Companies Acts means every statute (including any orders, regulations or other subordinate legislation made under it) from time to time in force concerning companies in so far as it applies to the Company; Company means Prudential public limited company; director means a director of the Company; employees' share scheme has the meaning given by section 1166 of the Act; entitled by transmission means, in relation to a share in the capital of the Company, entitled as a consequence of the death or bankruptcy of the holder or some other event which gives rise to the transmission of the share by operation of law; holder in relation to a share in the capital of the Company means the member whose name is entered in the register as the holder of that share; legislation means every statute (and any orders, regulations or other subordinate legislation made under it) applying to the Company; Memorandum means the memorandum of association of the Company as amended from time to time; office means the registered office of the Company;

   ordinary shareholder means in relation to an ordinary share the member whose name is entered in the register as the holder of that ordinary share;

   ordinary shares means the ordinary shares of 5p each in the capital of the Company;

   paid means paid or treated (credited) as paid; recognised person means a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, each of which terms has the meaning given to it by section 778(3) of the Act; register means the register of members of the Company; seal means any common or official seal that the Company may be permitted to have under the Companies Acts; secretary means the secretary of the Company and includes a joint, assistant, deputy or temporary secretary and any other person appointed to perform the duties of the secretary; subsidiary undertaking shall be construed in accordance with section 1162 of the Act; the uncertificated securities rules means any provision of the Companies Acts relating to the holding, evidencing of title to, or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision; uncertificated share means a share in the capital of the Company title to which is recorded on the register and which may, by virtue of the uncertificated securities rules, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly; and United Kingdom means Great Britain and Northern Ireland. Construction

3. References to a document include, unless the context otherwise requires, references to documents sent or received by electronic means.