Disclosure of interests of Directors

Outstanding share options

The following table sets out the share options held by the Directors in the UK Savings-Related Share Option Scheme (SAYE) as at the end of the period.

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				Exercise period			Number of options
	Date of grant	Exercise price (pence)	Market price at 30 June 2017 (pence)	Beginning	End		Beginning of period	Granted	Exercised	Cancelled	Forfeited	Lapsed	End of period
John Foley	23 Sep 14	1,155	1,761	01 Dec 17	31 May 18		779	–	–	–	–	–	779
John Foley	21 Sep 16	1,104	1,761	01 Dec 19	31 May 20		815	–	–	–	–	–	815
Penny James	22 Sep 15	1,111	1,761	01 Dec 18	31 May 19		1,620	–	–	–	–	–	1,620
Nic Nicandrou	23 Sep 14	1,155	1,761	01 Dec 19	31 May 20		1,311	–	–	–	–	–	1,311
Nic Nicandrou	21 Sep 16	1,104	1,761	01 Dec 21	31 May 22		1,358	–	–	–	–	–	1,358
Anne Richards	21 Sep 16	1,104	1,761	01 Dec 19	31 May 20		1,630	–	–	–	–	–	1,630
Mike Wells	22 Sep 15	1,111	1,761	01 Dec 18	31 May 19		1,620	–	–	–	–	–	1,620

Buy-out award

Details of the outstanding buy-out award made to Anne Richards in order to facilitate her appointment as Chief Executive, M&G, in 2016 and pursuant to rule 9.4.2 of the UK LA Listing Rules are set out below. This award, which could not be granted under any of the Company’s existing incentive plans, entitles Anne Richards to receive a cash amount equal to the market value of the specified notional number of Prudential plc shares on the date of exercise, less an award price of 5 pence per share. The award will vest on the dates detailed below. During the reporting period no award was exercised by Anne Richards. The market value of Prudential plc shares on the date of the award (23 June 2016) was £13.22. Anne Richards is the sole participant in this arrangement and no further awards will be made to Anne Richards under the arrangement.

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Exercise period	Number of notional shares
1 December 2017 to 1 January 2018	39,810
1 December 2018 to 1 January 2019	25,078
1 December 2019 to 1 January 2020	25,078
1 December 2020 to 1 January 2021	13,426

Directors’ shareholdings and substantial shareholdings

The Company and its Directors, Chief Executives and shareholders have been granted a partial exemption from the disclosure requirements under Part XV of the Securities and Futures Ordinance (SFO). As a result of this exemption, Directors, Chief Executives and shareholders do not have an obligation under the SFO to notify the Company of shareholding interests, and the Company is not required to maintain a register of Directors’ and Chief Executives’ interests under section 352 of the SFO, nor a register of interests of substantial shareholders under section 336 of the SFO. The Company is, however, required to file with the Stock Exchange of Hong Kong Limited any disclosure of interests notified to it in the United Kingdom.

The following table sets out the interests of Directors, including the interests of persons connected with Directors as at the end of the period. This includes shares acquired under the Share Incentive Plan and deferred annual bonus awards as detailed in the table on ‘Other share awards’.

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	01 Jan 2017		30 Jun 2017
Notes For the 1 January 2017 figure Barry Stowe’s beneficial interest in shares is made up of 132,939 ADRs (representing 265,878 ordinary shares), (8,513.73 of these ADRs are held within an investment account which secures premium financing for a life assurance policy). For the 30 June 2017 figure the beneficial interest in shares is made up of 140,015 ADRs (representing 280,030 ordinary shares). For the 1 January 2017 figure Mike Wells’ beneficial interest in shares is made up of 218,576 ADRs (representing 437,152 ordinary shares) and 107,382 ordinary shares. For the 30 June 2017 figure his beneficial interest in shares is made up of 248,291 ADRs (representing 496,582 ordinary shares) and 163,617 ordinary shares. Ann Godbehere stepped down from the Board on 18 May 2017. Alice Schroeder’s beneficial interest in shares is made up of 4,250 ADRs (representing 8,500 ordinary shares).
	Total beneficial interest (number of shares)		Total beneficial interest (number of shares)	Number of shares subject to performance conditions	Total interest in shares
Chairman
Paul Manduca	42,500		42,500	–	42,500
Executive Directors
John Foley	249,965		248,865	381,325	630,190
Penny James	41,572		75,561	236,049	311,610
Nic Nicandrou	304,138		291,450	349,310	640,760
Anne Richards	31,439		64,677	153,367	218,044
Barry Stowe1	265,878		280,030	686,398	966,428
Mike Wells2	544,534		660,199	835,625	1,495,824
Tony Wilkey	120,528		74,419	454,170	528,589
Non-executive Directors
Howard Davies	9,049		9,204	–	9,204
Ann Godbehere3	15,914		n/a	n/a	n/a
David Law	6,904		6,904	–	6,904
Kaikhushru Nargolwala	70,000		70,000	–	70,000
Anthony Nightingale	30,000		30,000	–	30,000
Philip Remnant	6,916		6,916	–	6,916
Alice Schroeder4	8,500		8,500	–	8,500
Lord Turner	5,500		6,500	–	6,500

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 2017 (number of shares)	Conditional awards in 2017 (number of shares)	Market price at date of award (pence)	Dividend equivalents on vested shares (note 3) (number of shares released)	Rights exercised in 2017	Rights lapsed in 2017	Conditional share awards outstanding at 30 Jun 2017 (number of shares)	Date of end of performance period
Notes 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. The awards in 2014 and 2015 for Mike Wells were made in ADRs (1 ADR = 2 ordinary shares). The awards in 2016 and 2017 were made in ordinary shares. The figures in the table are represented in terms of ordinary shares. A dividend equivalent was accumulated on these awards. 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	2014	125,776		1,317	7,972	89,093	36,683	–	31 Dec 16
	PLTIP	2014	29,556		1,342	1,872	20,935	8,621	–	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
	PLTIP	2017		114,177	1,672				114,177	31 Dec 19
			422,480	114,177		9,844	110,028	45,304	381,325
Penny James	PLTIP	2014	30,279		1,317	1,918	21,446	8,833	–	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
	PLTIP	2017		95,073	1,672				95,073	31 Dec 19
			171,255	95,073		1,918	21,446	8,833	236,049
Nic Nicandrou	PLTIP	2014	132,375		1,317	8,390	93,768	38,607	–	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
	PLTIP	2017		108,357	1,672				108,357	31 Dec 19
			373,328	108,357		8,390	93,768	38,607	349,310
Anne Richards	PLTIP	2016	45,906		1,358.5				45,906	31 Dec 18
	PLTIP	2017		107,461	1,672				107,461	31 Dec 19
			45,906	107,461		–	–	–	153,367
Barry Stowe1	PLTIP	2014	114,824		1,317	7,034	78,462	36,362	–	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
	PLTIP	2017		247,690	1,672				247,690	31 Dec 19
			553,532	247,690		7,034	78,462	36,362	686,398
Mike Wells2	PLTIP	2014	238,954		1,317	15,178	169,262	69,692	–	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
	PLTIP	2017		263,401	1,672				263,401	31 Dec 19
			811,178	263,401		15,178	169,262	69,692	835,625
Tony Wilkey4	PLTIP	2014	22,935		1,317	1,401	15,671	7,264	–	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
	PLTIP	2017		139,340	1,672				139,340	31 Dec 19
			383,635	139,340		1,401	61,541	7,264	454,170

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 2017 (number of shares)	Conditionally awarded in 2017 (number of shares)	Dividends accumulated in 2017 (note 5) (number of shares)	Shares released in 2017 (number of shares)	Conditional share awards outstanding at 30 Jun 2017 (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 The Group deferred bonus plan is an arrangement for executives and senior management. Penny James was granted awards under this plan in 2014 and 2015 prior to her appointment to the Board on 1 September 2015 and has not been eligible for new awards under the Group deferred bonus plan from this date. 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. The awards for Mike Wells in 2014 and 2015 were made in ADRs (1 ADR = 2 ordinary shares). The awards made in 2016 and 2017 were made in ordinary shares. The figures in the table are represented in terms of ordinary shares. The PCA deferred bonus plan is an arrangement for executives and senior management of PCA. Tony Wilkey was granted awards under this plan in 2015 prior to his appointment to the Board on 1 June 2015 and has not been eligible for new awards under the PCA deferred bonus plan from this date. A dividend equivalent was accumulated on these awards.
John Foley
Deferred 2013 annual incentive award	2014	33,968			33,968	–	31 Dec 16	03 Apr 17	1,317	1,653
Deferred 2014 annual incentive award	2015	43,651		762		44,413	31 Dec 17		1,672
Deferred 2015 annual incentive award	2016	65,713		1,148		66,861	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		30,352	530		30,882	31 Dec 19		1,672
		143,332	30,352	2,440	33,968	142,156
Penny James1
Deferred 2013 Group deferred bonus plan award	2014	5,064			5,064	–	31 Dec 16	03 Apr 17	1,317	1,653
Deferred 2014 Group deferred bonus plan award	2015	4,091		71		4,162	31 Dec 17		1,672
Deferred 2015 annual incentive award	2016	13,791		240		14,031	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		22,966	401		23,367	31 Dec 19		1,672
		22,946	22,966	712	5,064	41,560
Nic Nicandrou
Deferred 2013 annual incentive award	2014	38,024			38,024	–	31 Dec 16	03 Apr 17	1,317	1,653
Deferred 2014 annual incentive award	2015	29,887		522		30,409	31 Dec 17		1,672
Deferred 2015 annual incentive award	2016	39,107		683		39,790	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		29,504	515		30,019	31 Dec 19		1,672
		107,018	29,504	1,720	38,024	100,218
Anne Richards
Deferred 2016 annual incentive award	2017		32,668	570		33,238	31 Dec 19		1,672
			32,668	570		33,238
Barry Stowe2
Deferred 2013 annual incentive award	2014	32,950			32,950	–	31 Dec 16	03 Apr 17	1,317	1,653
Deferred 2014 annual incentive award	2015	29,046		510		29,556	31 Dec 17		1,672
Deferred 2015 annual incentive award	2016	111,618		1,960		113,578	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		134,534	2,362		136,896	31 Dec 19		1,672
		173,614	134,534	4,832	32,950	280,030
Mike Wells3
Deferred 2013 annual incentive award	2014	108,578			108,578	–	31 Dec 16	03 Apr 17	1,317	1,653
Deferred 2014 annual incentive award	2015	120,686		2,120		122,806	31 Dec 17		1,672
Deferred 2015 annual incentive award	2016	107,112		1,871		108,983	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		51,371	897		52,268	31 Dec 19		1,672
		336,376	51,371	4,888	108,578	284,057
Tony Wilkey4
Deferred 2014 PCA deferred bonus plan award	2015	84,595			84,595	–	31 Dec 16	03 Apr 17	1,672	1,653
Deferred 2015 annual incentive award	2016	35,933		627		36,560	31 Dec 18		1,279
Deferred 2016 annual incentive award	2017		37,209	650		37,859	31 Dec 19		1,672
		120,528	37,209	1,277	84,595	74,419

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.

Since 2014 participants have been able to 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 ‘Outstanding share options’ table.

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 2017 (number of shares)	Partnership shares accumulated in 2017 (number of shares)	Matching shares accumulated in 2017 (number of shares)	Dividend shares accumulated in 2017 (number of shares)	Share Incentive Plan awards held in Trust at 30 Jun 2017 (number of shares)
John Foley	2014	433	54	14	8	509
Nic Nicandrou	2010	1,644	54	14	29	1,741
Mike Wells	2015	270	54	13	5	342

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.