Annual General Meeting - Notice of Meeting

For personal use only

Pendal Group Limited

Level 14, The Chifley Tower

2 Chifley Square

Sydney NSW 2000

Australia

ABN 28 126 385 822

10 November 2021

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Pendal Group Limited Annual General Meeting 2021

The following documents are attached for lodgement:

• Notice of Annual General Meeting

• Sample Proxy Form
• Sample Shareholder Question
• Virtual Meeting Online Guide

Yours sincerely

Authorising Officer

Joanne Hawkins

Group Company Secretary

Pendal Group Limited

Tel: [phone]

pendalgroup.com

onlyThe future is worth investing in

For usepersonal

Pendal Group Limited

ABN 28 126 385 822

Notice of Annual General Meeting 2021

For personal use only

Notice of Annual onlyGeneral Meeting

useDear Shareholder,

It is my pleasure to invite you to attend the 2021 Annual

General Meeting (AGM) of Pendal Group (ASX: PDL). personalThe Board of Pendal Group understands the importance of

AGMs for shareholders and, after the necessity of holding virtual AGM in 2020, has decided to hold a hybrid AGM

in 2021 to give our shareholders optionality for attendance. This means shareholders will be able to attend and participate in the AGM either in person or via an online platform.

H wever, physical attendance at the AGM will be subject to any change in applicable government and venue restrictions at the time. In the lead up to the AGM, we will be closely monitoring the evolving COVID-19 situation. If it becomes necessary or appropriate to revert to an online meeting only, we will ensure that shareholders are given as much notice as possible.

We would advise shareholders by way of announcement to the ASX and advice on the website found at www.pendalgroup.com/shareholders

Physical meeting attendance

The AGM will be held at The Sheraton Grand Hyde Park Hotel, 161 Elizabeth Street, Sydney NSW 2000 on Friday, 10 December 2021 at 10.00am (AEDT). The registration desk will open from 9.00am (AEDT).

Online attendance and participation

ForOnline participation will allow you to join the AGM,

ask questions and make comments online. You will also have an option to ask questions via telephone.

Information on how to participate through the online platform is provided on the following page or on the Pendal Group website: www.pendalgroup.com/shareholders

The AGM will be webcast live at https://meetings.linkgroup.com/PDL21

The webcast will also be recorded on the website for later viewing on Pendal Group's website.

The 2021 AGM agenda will be similar to recent years, providing an opportunity for shareholders to hear directly from me and the Group Chief Executive Officer, in our reports of the 2021 Financial Year, to ask questions and to vote on matters to be put before the AGM. All the AGM resolutions are contained in this Notice of Meeting.

We commend to you the 2021 Annual Report, which was published at the time of our Full Year Results Announcement on 5 November 2021, and which sets out a full account of the year. The Annual Report is available on Pendal Group's website at www.pendalgroup.com

Voting and Proxies

If you wish to appoint a proxy, you will need to use the enclosed proxy form. This can be done online ahead of the AGM by logging on at www.linkmarketservices.com.auand must

be received by Link Market Services by 10.00am (AEDT) on Wednesday, 8 December 2021. Methods of voting are described in detail on pages 4-5 in this Notice.

Questions in advance

The Board is always keen to hear shareholder questions and we invite you to submit questions in advance of the AGM, by following the steps outlined on page 5. We will not respond directly to the questions submitted, but I will consider and respond to as many of these questions as possible in

my address.

The Board and executive team look forward to welcoming you to Pendal Group's 2021 AGM. For those shareholders joining us in person, and if government and venue restrictions permit at the time, there will be light refreshments served at the conclusion of the AGM and the opportunity for you to meet the Board members and the Australian-based executive team.

Yours sincerely,

James Evans

Chairman

10 November 2021

Notice of Meeting 2021 | 1

	Important Information
only
	for Shareholders
use		Receiving documents electronically
	Date:	Friday, 10 December 2021
	Time:	10.00 am (AEDT)	If you received the Notice of Meeting by mail and would prefer to
	Venue:	The Sheraton Grand Hyde Park Hotel	receive future notices and correspondence from Pendal Group
			electronically, please contact Link Market Services to change
		161 Elizabeth Street, Sydney NSW 2000	how you receive documents from Pendal Group.
	Link to AGM:	https://meetings.linkgroup.com/PDL21	Participating in the AGM in person
personal		Shareholders and proxyholders can participate in the
	AGM in person at The Sheraton Grand Hyde Park Hotel,
	161 Elizabeth Street, Sydney NSW 2000.
			Pendal will be observing any government and venue
			restrictions that apply to the AGM based on the COVID-19
			situation at the time.
			Shareholders and proxyholders who plan to attend the AGM
			in person should be mindful of government advice in relation
			to COVID-19 and monitor Pendal Group's website and ASX
			announcements regarding any updates about the AGM.
			Please do not attend the AGM if you feel unwell or have been
			in close contact with someone who may have been exposed
	Documents		to COVID-19.
	The following documents relating to the AGM are enclosed	In the lead up to the AGM, we will be closely monitoring the
	evolving COVID-19 situation. If it becomes necessary or
	in this mailing:
		appropriate to make alternate arrangements for the holding of
	• the Notice of Meeting;
		the AGM, we will ensure that shareholders are given as much
	• a personalised proxy form and return envelope; and	notice as possible by way of announcement to the ASX which
	• a Shareholder Question Form.	will also be published at www.pendalgroup.com/shareholders
	To ensure your vote is cast, you are encouraged to lodge a
	The above documents are also available online at
	proxy even if you wish to attend the AGM, in case there is a
	www.pendalgroup.com/shareholdersor by contacting
	change in arrangements.
	our share registry, Link Market Services by one of the
	following methods:		Participating in the AGM online
For		Shareholders and proxyholders can participate in the AGM
	Online at:
		online, athttps://meetings.linkgroup.com/PDL21which will
	www.linkmarketservices.com.au
	allow them to view a live webcast, ask questions and vote.
	By e-mail at:
		More information about how to use the AGM online platform
	[e-mail]	is available in the Meeting Online Guide, which is available at

By post:	www.pendalgroup.com/shareholders
Link Market Services Limited,	The AGM will be webcast live at
Locked Bag A14
https://meetings.linkgroup.com/PDL21
Sydney South, NSW, 1235
You do not need to be a shareholder or proxyholder to view
By telephone:
the webcast. An archive of the webcast will be available on the
In Australia: 1300 792 077
Pendal Group website shortly after the meeting concludes.
From outside Australia: + 61 1300 792 077
Other options for asking questions at the AGM are set out on
By facsimile:
page 5 of the Notice of Meeting.
+ 61 2 9287 0309
	Proxy voting and proxyholder participation
	Further information on lodging a proxy vote ahead of the meeting
	is available on pages 4-5 of this Notice of Meeting.

2 | Pendal Group