Pendal : Notification regarding unquoted securities - PDL

Notification of Issue, Conversion or Payment up of Unquoted Equity SecuritiesAnnouncement Summary

Entity name

For personal use only

PENDAL GROUP LIMITED

Date of this announcement Wednesday April 13, 2022

The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

Total number of

Refer to next page for full details of the announcementNotification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Notification of Issue, Conversion or Payment up of Unquoted Equity SecuritiesPart 1 - Entity and announcement details

For personal use only

1.1 Name of entity PENDAL GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type ABN

1.3 ASX issuer code PDL

1.4 The announcement isNew announcement

1.5 Date of this announcement 13/4/2022

Registration number 28126385822

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

For personal use only

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:has an existing ASX security code ("existing class")

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

For personal use only

ASX +security code and description

PDLAK : OPTION EXPIRING VARIOUS DATES EX NIL PRICE

Date the +securities the subject of this notification were issued 23/2/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class

Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

No

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

The Pendal Group Long Term Incentive Award (Award) is available for certain JOHCM employees of the Pendal Group Limited (PGL). The Award relates to management fee revenue generated by employees and is delivered via a grant of options (Options) to acquire fully paid ordinary shares in PGL (Shares) for nil consideration. The Award contemplates an annual grant of Options within 14 days after 1 December each year (Grant Date). The value of Options granted will be equal to the Management Fee Bonus for the relevant participant for the financial year to which the Grant Date relates plus the Dividend Equivalent, divided by the Market Price. Management Fee Bonus is the relevant participant's A$ equivalent share of his or her management fee bonus for the relevant financial year.

Any other information the entity wishes to provide about the +securities the subject of this notification Dividend Equivalent is an amount equal to the total of all dividends paid per share by PGL during the financial year, multiplied by the number of Options granted to the holder in previous financial years and which have not been exercised. Market Price is the average acquisition price per Share of all Shares acquired by the trustee of any PGL equity plan during the financial year to which the Grant Date relates.

Issue details

Number of +securities

54,688

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 4 - +Securities on issue

For personal use only

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

Total number ofASX +security code and description

+securities on issue

PDL : ORDINARY FULLY PAID

383,149,490

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

Total number of

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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