13th Apr 2007 16:30
Prudential PLC13 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 beensubmitted to the UK Listing Authority and will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility, which issituated at: Document Disclosure Team UK Listing AuthorityFinancial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel. no. +44 (0)20 7676 1000 (Documents will normally be available for inspection within six normal businesshours 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 atits Annual General Meeting on 17 May 2007. References are to the currentArticles unless otherwise stated. If passed by shareholders, the relevant resolutions would amend the Articles ofthe Company as follows. Article 180: Extra shares instead of cash dividend Deleting paragraph (a) of the present Article 180 and adopting the following insubstitution therefore: "(a) The directors may specify a particular dividend or dividends or all orany dividends to be paid within a specified period or all dividends to be paiduntil notice is given that such offer is withdrawn." Deleting paragraph (g) of the present Article 180 and adopting the following insubstitution therefor: "(g) The Extra Shares allotted in lieu of any dividend shall rank pari passuin all respects with the fully paid shares in issue at the date of allotmentexcept that they will not be entitled to participate in the relevant dividend orshare election in lieu." Article 190: Record dates for sending documents to shareholders Deleting paragraph (c) of the present Article 190 and adopting the following insubstitution therefore: "(c) for the purpose of sending any notice or other document or informationpursuant to these Articles, the Companies Acts or other rules and regulationsapplicable to the Company, determine that the persons entitled to receive suchnotices, documents or information are those persons entered on the register atthe close of business on a day determined by the Company or the board, which dayshall 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 substitutiontherefore: "195. The Company shall send any notice or other document or informationpursuant to these Articles the Companies Acts or other rules and regulationsapplicable to the Company to a member by whichever of the following methods itmay 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 insubstitution therefore: "196. Subject to the Companies Acts, the Company may also send any notice orother document or information pursuant to these Articles, the Companies Acts orother rules and regulations applicable to the Company to a member by publishingthat 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 asfollows: "209A. Where a member has been sent a notice, document or other informationby the Company otherwise than in hard copy form, the Company will, withoutcharge, send a copy of such notice, document or other information in hard copyform to the member concerned within 21 days after receipt by the Company of arequest in writing therefor from such member." Article 218: Indemnity to directors and officers Deleting the present Article 218 and adopting the following in substitutiontherefore: "218. Subject to the provisions of the Companies Acts, the Company mayindemnify any director, officer or employee of the Company or of any associatedcompany against any liability and may purchase and maintain for any director,officer or employee of the Company or of any associated company insuranceagainst any liability." Article 219: Jurisdiction Inserting a new Article 219 immediately following the present Article 218 asfollows: "219. Any proceeding, suit or action: (i) between a shareholder in thatshareholder's capacity as such and the Company and/or its directors arising outof or in connection with these Articles or otherwise; and/or (ii) to the fullestextent permitted by law, between the Company and any of its directors in theircapacities as such or as employees of the Company, including all claims made byor on behalf of the Company against its directors; and/or (iii) between ashareholder in that shareholder's capacity as such and the Company'sprofessional service providers and/or (iv) between the Company and the Company'sprofessional service providers arising in connection with any claim within thescope of this Article 219 sub-paragraph (iii), may only be brought in the courtsof England and Wales, for this purpose "court" shall mean any court of competentjurisdiction or other competent authority including, for the avoidance of doubt,a court or authority in any jurisdiction which is not a signatory to the NewYork Convention. Damages alone may not be an adequate remedy for any breach ofArticle 219, so that in the event of a breach or anticipated breach, theremedies of injunction and/or an order for specific performance would inappropriate circumstances be available." A draft of the Articles, as amended, showing the changes from the existingArticles will be available for inspection at the registered office of theCompany on Mondays to Fridays (public holidays excepted) from 13 April 2007, andat the place of the Annual General Meeting for 15 minutes prior to and duringthe Meeting until its conclusion. From 16 April 2007 the draft can also beviewed 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, acompany whose principal place of business is in the United States of America Contact name for EnquiriesSylvia Edwards, Assistant Group Secretary020 7548 3826 Company official responsible for making notificationSusan Henderson, Deputy Group Secretary020 7548 3805 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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