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Payment on cessation of Directorship

Rita Clifton

Rita Clifton retired as a Non-Executive Director at the conclusion of the AGM on 11 May 2016. Ms Clifton will continue to receive her usual fee up to 30 June 2016, the date her second three year tenure was originally scheduled to come to conclusion. In line with non-executive remuneration arrangements, she will receive no further payment thereafter, nor any payment for loss of office in respect of her retirement from the Board.

Stuart Fletcher

Further to the announcement made on 24 March 2016 that Stuart Fletcher would be stepping down as CEO as of 4 April 2016, the following information is provided in accordance with Bupa’s practice to operate to the same standards of governance as those expected of large, global public companies even though Bupa is not a quoted company.

The following has been approved by Bupa’s Remuneration Committee in accordance with Bupa’s Remuneration Policy and his contract of employment.

Mr Fletcher will remain an employee until 31 May 2016 to provide support to the Acting CEO, Evelyn Bourke, who takes over Mr Fletcher’s responsibilities. He will continue to receive his current salary and benefits until then.  Mr Fletcher’s current annual salary is £753,375.

He will receive a payment of £991,687. This is in lieu of 12 months’ salary (£753,375), car allowance (£12,300) and pension allowance (£226,012).  Mr Fletcher’s healthcare and life cover will continue until 31 May 2017, and the company will contribute £40,000 plus VAT in respect of outplacement support for him or he will be paid an equivalent amount in cash, and £10,000 plus VAT in respect of legal fees incurred by him in connection with his departure.

Bupa will treat Mr Fletcher as eligible for a bonus under the 2016 bonus scheme pro rata for the period of his employment to 31 May 2016, subject to the rules of the scheme.  Any such payment (subject to any deferral) would be paid in March or April 2017.  He will also receive good leaver treatment under Bupa’s Long Term Incentive Plans (LTIPs) of which he is a member, with pro rata vesting based on his employment ending on 31 May 2016.  All bonus and LTIP awards will be subject to the rules of the plans (including, for example, malus and clawback and the satisfaction of any applicable performance conditions).

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