Overseas Regulatory Announcement - Grant of Awards

Overseas Regulatory Announcement - Grant of Awards

Released : Jun 30 2023

The following text is the text of an announcement released to the Stock Exchange of Hong Kong Limited on 30 June 2023 pursuant to rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange of Hong Kong.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Singapore Exchange Securities Trading Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

30 June 2023                                                                                           (Hong Kong Stock Code 2378)

GRANT OF SHARE AWARDS

SUPPLEMENTAL ANNOUNCEMENT

Reference is made to the announcement of Prudential plc ("Prudential") issued on 22 May 2023 regarding grant of share awards (the "May Announcement"). As the May Announcement contained a few inadvertent errors, the Board wishes to clarify by way of a supplemental announcement as set out below.

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited.

Prudential announces that on 22 May 2023, an award (the "Award") was granted over a total of 199,991 new ordinary shares of Prudential to an employee participant under the Prudential Long Term Incentive Plan (the "PLTIP"), who is not a director of Prudential.

A summary is set out below:

Date of grant

:

22 May 2023

Number of shares under Award granted

:

199,991

Purchase price of the Award granted

:

Nil

Closing price of the shares on the date of grant

:

HK$ 114.3 per share

Vesting period of the Award granted

:

The vesting period is three years from the date of grant.

Performance targets and clawback mechanism

:

Performance Targets: The PLTIP has stretching performance conditions aligned to the strategic priorities of the Prudential Group. The performance period is 1 January 2023 - 31 December 2025.  The conditions are summarised below, with confirmation of the threshold requirements, which result in 20% of the award element vesting:

Performance Target

Weighting

Summary Description

Total Shareholder Return (TSR)

35%

Measured on a ranked basis over three years relative to a peer group of 12 other insurance companies. Threshold is a median ranking

Return on Embedded Value (RoEV)

40%

RoEV will be calculated as the total EEV operating profit as a percentage of the average EEV basis shareholders' equity, with a threshold return of 9.2%

Group GWS Operating Capital Generation

5%

Cumulative GWS operating capital generation. The threshold figure for this metric will be published in the Annual Report for the final year of the performance period

Group GIECA Surplus Generation

5%

Cumulative GIECA measure. The threshold figure for this metric will be published in the Annual Report for the final year of the performance period

Carbon Reduction Measure

5%

Reduction of weighted average carbon intensity, with a threshold of a 25% reduction

Diversity Measure

5%

Measured as a % of the Core Group of leaders that is female at the end of 2025, with a threshold 35% representation

Conduct Measure

5%

Through appropriate management action, ensure there are no significant conduct/ culture / governance issues that could result in significant capital add-ons or material fines, with a threshold of partial achievement

Total

100%

Clawback mechanism: Clawback may be applied where there are the following exceptional circumstances at any time before the fifth anniversary of the award date:

·      there is a materially adverse restatement of Prudential's published accounts in respect of any financial year which (in whole or part) comprised part of that five year period;

·      it becomes apparent that a material breach of a law or regulation took place during that five year period which resulted in significant harm to Prudential or its reputation;

·      the calculation of the number of shares subject to an award or of the extent to which any performance conditions have been satisfied or the Remuneration Committee's determination of the extent to which an award vests was based on erroneous or misleading data or was otherwise incorrect; or

·      the participant's personal conduct during the relevant performance period in respect of that award has:

o  resulted in Prudential, or any member of its group, suffering significant reputational or financial damage; 

o  the potential to cause significant reputational or financial damage to Prudential or any member of its group; and/or

·      resulted in the material breach of the Prudential group's business code of conduct or law.

As at the date of this announcement, the maximum number of shares available for future grant under the scheme mandate of the plan and any other plans is 201,882,802.

Reference is also made to the two announcements of Prudential issued on 2 June 2023 regarding certain grants of share awards (the "June Announcements"). Due to inadvertent oversight, the June Announcements misstated the maximum number of shares available for future grant.  The Board wishes to clarify that, as at 2 June 2023, the maximum number of shares available for future grant was 201,378,255 under the scheme mandate of the plan and any other plans and 39,478,587 under the service provider sublimit of the plan and any other plans.

About Prudential plc

Prudential plc provides life and health insurance and asset management in 24 markets across Asia and Africa. The business helps people get the most out of life, by making healthcare affordable and accessible and by promoting financial inclusion. Prudential protects people's wealth, helps them grow their assets, and empowers them to save for their goals. The business has dual primary listings on the Stock Exchange of Hong Kong (2378) and the London Stock Exchange (PRU). It also has a secondary listing on the Singapore Stock Exchange (K6S) and a listing on the New York Stock Exchange (PUK) in the form of American Depositary Receipts. It is a constituent of the Hang Seng Composite Index and is also included for trading in the Shenzhen-Hong Kong Stock Connect programme and Shanghai-Hong Kong Stock Connect programme.

Prudential is not affiliated in any manner with Prudential Financial, Inc. a company whose principal place of business is in the United States of America, nor with The Prudential Assurance Company Limited, a subsidiary of M&G plc, a company incorporated in the United Kingdom. https://www.prudentialplc.com/