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Supplementary information

Directors’ outstanding long-term incentive awards

Share-based long-term incentive awards

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  Plan name Year of award Conditional share awards outstanding at 1 Jan 2016 (Number of shares) Conditional awards in 2016 (Number of shares) Market price at date of award (pence) Dividend equivalents on vested shares (note 3)
(Number of shares released)
Rights exercised in 2016 Rights lapsed in 2016 Conditional share awards outstanding at 31 Dec 2016 (Number of shares) Date of
end of
performance period

Notes

  1. The awards for Barry Stowe were made in ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares.
  2. The awards in 2013, 2014 and 2015 for Mike Wells were made in ADRs (1 ADR = 2 ordinary shares). The award in 2016 was made in ordinary shares. The figures in the table are represented in terms of ordinary shares.
  3. A dividend equivalent was accumulated on these awards.
  4. The PCA LTIP is an arrangement for executives and senior management of PCA. Tony Wilkey was a participant of this plan until his appointment to the Board on 1 June 2015 and has not been eligible to new awards since this date. The column above marked ‘Date of end of performance period’ for the PCA LTIP reflects the end of the vesting period as there are no performance conditions on these awards.
John
Foley
PLTIP 2013 131,848   1,203 14,133 131,848   31 Dec 15
  PLTIP 2014 125,776   1,317       125,776 31 Dec 16
  PLTIP 2014 29,556   1,342       29,556 31 Dec 16
  PLTIP 2015 122,808   1,672       122,808 31 Dec 17
  PLTIP 2016   144,340 1,279       144,340 31 Dec 18
      409,988 144,340   14,133 131,848 422,480  
Penny James PLTIP 2013 25,181   1,203 2,697 25,181   31 Dec 15
  PLTIP 2014 30,279   1,317       30,279 31 Dec 16
  PLTIP 2015 24,348   1,672       24,348 31 Dec 17
  PLTIP 2016   116,628 1,279       116,628 31 Dec 18
      79,808 116,628   2,697 25,181 171,255  
Nic Nicandrou PLTIP 2013 122,554   1,203 13,136 122,554   31 Dec 15
  PLTIP 2014 132,375   1,317       132,375 31 Dec 16
  PLTIP 2015 104,117   1,672       104,117 31 Dec 17
  PLTIP 2016   136,836 1,279       136,836 31 Dec 18
      359,046 136,836   13,136 122,554 373,328  
Anne Richards PLTIP 2016   45,906 1,358.5       45,906 31 Dec 18
        45,906   45,906  
Barry Stowe1 PLTIP 2013 131,266   1,203 13,794 127,984 3,282 31 Dec 15
  PLTIP 2014 114,824   1,317       114,824 31 Dec 16
  PLTIP 2015 113,940   1,672       113,940 31 Dec 17
  PLTIP 2015 50,668   1,611.5       50,668 31 Dec 17
  PLTIP 2016   274,100 1,279       274,100 31 Dec 18
      410,698 274,100   13,794 127,984 3,282 553,532  
Mike Wells2 PLTIP 2013 273,470   1,203 29,480 273,470   31 Dec 15
  PLTIP 2014 238,954   1,317       238,954 31 Dec 16
  PLTIP 2015 209,222   1,672       209,222 31 Dec 17
  PLTIP 2015 30,132   1,611.5       30,132 31 Dec 17
  PLTIP 2016   332,870 1,279       332,870 31 Dec 18
      751,778 332,870   29,480 273,470   811,178  
Tony Wilkey4 PLTIP 2013 25,244   1,203 2,636 24,612 632 31 Dec 15
  PCA LTIP 2013 55,705   1,203   55,705   31 Dec 15
  PCA LTIP 2013 47,182   1,178   47,182   31 Dec 15
  PLTIP 2014 22,935   1,317       22,935 31 Dec 16
  PCA LTIP 2014 45,870   1,317       45,870 31 Dec 16
  PCA LTIP 2014 68,806   1,317       68,806 31 Dec 17
  PLTIP 2015 21,091   1,672       21,091 31 Dec 17
  PCA LTIP 2015 42,183   1,672       42,183 31 Dec 17
  PLTIP 2015 29,008   1,611.5       29,008 31 Dec 17
  PLTIP 2016   153,742 1,279       153,742 31 Dec 18
      358,024 153,742   2,636 127,499 632 383,635  

Business-specific cash-based long-term incentive plans

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  Year of award Face value of conditional share awards outstanding at 1 January 2016
£000
Payments made in 2016
£000
Face value of conditional awards outstanding at 31 December 2016
£000
Date of end of performance period

Note

Under the M&G Executive LTIP, the value of each unit at award is £1. The value of units changes based on M&G’s profit growth and investment performance over the performance period. For the 2013 award of 1,112,400 units, the unit price at the end of the performance period was £1.79, which resulted in a payment of £1,991,196 to Michael McLintock in 2016. For the 2014 award of 1,146,000 units, the unit price at the end of the performance period was £1.60, which will result in a payment of £1,577,398 to Michael McLintock in 2017.

Michael McLintock          
M&G Executive LTIP 2013 1,112 1,991   31 Dec 2015
M&G Executive LTIP 2014 1,146   1,146 31 Dec 2016
M&G Executive LTIP 2015 1,182   1,182 31 Dec 2017
Total payments made in 2016     1,991    
Anne Richards          
M&G Executive LTIP 2016 1,200   1,200 31 Dec 2018

Other share awards

The table below sets out Executive Directors’ deferred bonus share awards.

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  Year of grant Conditional share awards outstanding at 1 Jan 2016 (Number of shares) Conditionally awarded in 2016 (Number of shares) Dividends accumulated in 20165 (Number of shares) Shares released in 2016 (Number of shares) Conditional share awards outstanding at 31 Dec 2016 (Number of shares) Date of end of restricted period Date of release Market price at date of award (pence) Market price at date of vesting or release (pence)

Notes

  1. The Group deferred bonus plan is an arrangement for executives and senior management. Penny James was a participant of this plan until her appointment to the Board on 1 September 2015 and has not been eligible to new awards from this date.
  2. The awards for Barry Stowe were made in ADRs (1 ADR = 2 ordinary shares). The figures in the table are represented in terms of ordinary shares.
  3. The awards for Mike Wells in 2013, 2014 and 2015 were made in ADRs (1 ADR = 2 ordinary shares). The award made in 2016 was made in ordinary shares. The figures in the table are represented in terms of ordinary shares.
  4. The PCA deferred bonus plan is an arrangement for executives and senior management of PCA. Tony Wilkey was a participant of this plan until his appointment to the Board on 1 June 2015 and has not been eligible for new awards since this date.
  5. A dividend equivalent was accumulated on these awards.
John Foley                    
Deferred 2012 annual incentive award 2013 37,396     37,396 31 Dec 15 31 Mar 16 1,055 1,301
Deferred 2013 annual incentive award 2014 32,731   1,237   33,968 31 Dec 16   1,317  
Deferred 2014 annual incentive award 2015 42,062   1,589   43,651 31 Dec 17   1,672  
Deferred 2015 annual incentive award 2016   63,320 2,393   65,713 31 Dec 18   1,279  
    112,189 63,320 5,219 37,396 143,332        
Penny James1                    
Deferred 2012 Group deferred bonus plan award 2013 5,677     5,677 31 Dec 15 31 Mar 16 1,083 1,301
Deferred 2013 Group deferred bonus plan award 2014 4,880   184   5,064 31 Dec 16   1,317  
Deferred 2014 Group deferred bonus plan award 2015 3,943   148   4,091 31 Dec 17   1,672  
Deferred 2015 annual incentive award 2016   13,290 501   13,791 31 Dec 18   1,279  
    14,500 13,290 833 5,677 22,946        
Nic Nicandrou                    
Deferred 2012 annual incentive award 2013 41,821     41,821 31 Dec 15 31 Mar 16 1,055 1,301
Deferred 2013 annual incentive award 2014 36,639   1,385   38,024 31 Dec 16   1,317  
Deferred 2014 annual incentive award 2015 28,799   1,088   29,887 31 Dec 17   1,672  
Deferred 2015 annual incentive award 2016   37,683 1,424   39,107 31 Dec 18   1,279  
    107,259 37,683 3,897 41,821 107,018        
Barry Stowe2                    
Deferred 2012 annual incentive award 2013 40,646     40,646 31 Dec 15 31 Mar 16 1,055 1,301
Deferred 2013 annual incentive award 2014 31,754   1,196   32,950 31 Dec 16   1,317  
Deferred 2014 annual incentive award 2015 27,992   1,054   29,046 31 Dec 17   1,672  
Deferred 2015 annual incentive award 2016   107,566 4,052   111,618 31 Dec 18   1,279  
    100,392 107,566 6,302 40,646 173,614        
Mike Wells3                    
Deferred 2012 annual incentive award 2013 86,586     86,586 31 Dec 15 31 Mar 16 1,055 1,301
Deferred 2013 annual incentive award 2014 104,636   3,942   108,578 31 Dec 16   1,317  
Deferred 2014 annual incentive award 2015 116,304   4,382   120,686 31 Dec 17   1,672  
Deferred 2015 annual incentive award 2016   103,210 3,902   107,112 31 Dec 18   1,279  
    307,526 103,210 12,226 86,586 336,376        
Tony Wilkey4                    
Deferred 2013 PCA deferred bonus plan award 2014 70,831     70,831 31 Dec 15 31 Mar 16 1,317 1,301
Deferred 2014 PCA deferred bonus plan award 2015 82,290   2,305   84,595 31 Dec 16   1,672  
Deferred 2015 annual incentive award 2016   34,625 1,308   35,933 31 Dec 18   1,279  
    153,121 34,625 3,613 70,831 120,528        

All-employee share plans

It is important that all employees are offered the opportunity to own shares in Prudential, connecting them both to the success of the Company and to the interests of other shareholders. Executive Directors are invited to participate in these plans on the same basis as other staff in their location.

Save As You Earn (SAYE) schemes

UK-based Executive Directors are eligible to participate in the HM Revenue and Customs (HMRC) approved Prudential Savings-Related Share Option Scheme. This scheme allows all eligible employees to save towards the exercise of options over Prudential plc shares with the option price set at the beginning of the savings period at a discount of up to 20 per cent of the market price.

From 2014 participants could elect to enter into savings contracts of up to £500 per month for a period of three or five years. At the end of this term, participants may exercise their options within six months and purchase shares. If an option is not exercised within six months, participants are entitled to a refund of their cash savings plus interest if applicable under the rules. Shares are issued to satisfy those options which are exercised. No options may be granted under the schemes if the grant would cause the number of shares which have been issued, or which remain issuable pursuant to options granted in the preceding 10 years under the scheme and any other option schemes operated by the Company, or which have been issued under any other share incentive scheme of the Company, to exceed 10 per cent of the Company’s ordinary share capital at the proposed date of grant.

Details of Executive Directors’ rights under the SAYE scheme are set out in the ‘Statement of Directors’ shareholdings’.

Share Incentive Plan (SIP)

UK-based Executive Directors are also eligible to participate in the Company’s Share Incentive Plan (SIP). From April 2014, all UK-based employees were able to purchase Prudential plc shares up to a value of £150 per month from their gross salary (partnership shares) through the SIP. For every four partnership shares bought, an additional matching share is awarded which is purchased by Prudential on the open market. Dividend shares accumulate while the employee participates in the plan. If the employee withdraws from the plan, or leaves the Group, matching shares may be forfeited.

The table below provides information about shares purchased under the SIP together with matching shares (awarded on a 1:4 basis) and dividend shares.

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  Year of initial grant Share Incentive Plan awards held in Trust at 1 Jan 2016 (Number of shares) Partnership shares accumulated in 2016 (Number of shares) Matching shares accumulated in 2016 (Number of shares) Dividend shares accumulated in 2016 (Number of shares) Share Incentive Plan awards held in Trust at 31 Dec 2016 (Number of shares)
John Foley 2014 255 134 33 11 433
Nic Nicandrou 2010 1,425 133 33 53 1,644
Mike Wells 2015 97 134 34 5 270

Prudential Corporation Asia All Employee Share Purchase Plan (PruSharePlus)

From August 2014, all Asia-based employees were able to purchase Prudential plc shares up to a value of £5,000 per year from their gross salary through the PruSharePlus. For every two shares bought by the employee, one additional matching share is awarded which is purchased by Prudential on the open market. Dividend shares accumulate while the employee participates in the plan. If the employee withdraws from the plan, or leaves the Group, matching shares may be forfeited.

The table below provides information about shares purchased under the PruSharePlus together with matching shares (awarded on a 1:2 basis) and dividend shares.

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  Year of initial grant PruSharePlus awards held in Trust at 1 Jan 2016 (Number of shares) Purchased shares accumulated in 2016 (Number of shares) Matching shares accumulated in 2016 (Number of shares) Dividend shares accumulated in 2016 (Number of shares) PruSharePlus awards released from Trust in 2016 (Number of shares) PruSharePlus awards held in Trust at 31 December 2016 (Number of shares)

* Following his appointment to the Board, Tony Wilkey is no longer eligible to participate in the PruSharePlus with effect from the anniversary of his joining the plan.

Tony Wilkey* 2014 545 14 559

Cash-settled long-term incentive awards

This information has been prepared in line with the reporting requirements of the Hong Kong Stock Exchange and sets out Executive Directors’ outstanding share awards and share options. For details of the cash-settled long-term incentive awards held by some Executive Directors, please see our Annual report on remuneration.

Dilution

Releases from the Prudential Long Term Incentive Plan are satisfied using new issue shares rather than by purchasing shares in the open market. Shares relating to options granted under all-employee share plans are also satisfied by new issue shares. The combined dilution from all outstanding shares and options at 31 December 2016 was 1 per cent of the total share capital at the time. Deferred bonus awards will continue to be satisfied by the purchase of shares in the open market.

Five highest paid individuals

Of the five individuals with the highest emoluments in 2016, two were Executive Directors whose emoluments are disclosed in this report. The aggregate of the emoluments of the other three individuals for 2016 were as follows:

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  2016
£000
Base salaries, allowances and benefits in kind 3,257
Pension contributions 123
Performance related pay 18,952
Total 22,332

Their emoluments were within the following bands:

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  Number of five highest paid employees 2016
£6,200,001 – £6,300,000 1
£6,800,001 – £6,900,000 1
£9,200,001 – £9,300,000 1

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