Prudential : Section 430(2B) Companies Act 2006 Statement

25 Jul 2017

The following information is provided in accordance with section 430(2B) of the Companies Act 2006.

On 18 May 2017, the Company announced that Tony Wilkey was stepping down as Chief Executive of PCA and from the Board of Prudential plc. As subsequently announced on 25 May 2017, Mr Wilkey formally resigned as a Director of Prudential plc with effect from 17 July 2017. His employment will end on 16 July 2018 unless this date is brought forward by mutual agreement. Remuneration arrangements in respect of his departure have been determined by the Group Remuneration Committee in line with the Prudential Directors' Remuneration Policy approved by shareholders at the AGM in May 2017. Further details will be included in Prudential's 2017 Annual Report, to be published in the Spring of 2018.

Salary, pension and benefits
Mr Wilkey's salary, pension and benefits will be paid in monthly instalments until the end of his employment.

Should Mr Wilkey secure an alternative, remunerated position, then the monthly payments still outstanding will be reduced by the amount of the monthly remuneration received in respect of the alternative role.

Incentives
Mr Wilkey's unvested awards under the Prudential deferred annual incentive plan ('AIP') will be released on the original timetable and remain subject to malus and clawback provisions.

Long-term incentive awards which will be outstanding on the date when Mr Wilkey's employment is expected to end will be treated as follows:

• Mr Wilkey's 2016 and 2017 awards granted under the Prudential LTIP ('PLTIP') will vest in line with the original vesting dates, subject to the satisfaction of the original performance conditions and will be pro-rated up to the end of his employment.
• These awards will continue to be subject to malus and clawback provisions.
• The 2017 PLTIP award will remain subject to a two year holding period following the end of the three year performance period.

Mr Wilkey will receive an annual bonus for 2017 with his opportunity pro-rated to 17 July 2017. This bonus will be determined based on performance achieved, assessed when the 2017 results are known. 60 per cent of this award will be paid in cash in the usual way, and 40 per cent will be deferred into shares (to be released in the Spring of 2021). This award will be subject to malus and clawback provisions.

Mr Wilkey will not receive a bonus for 2018 and he will not be made a PLTIP award in 2018 or any subsequent year.

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