Pendal : Appendix 3G

This appendix is not available as an online form
Please fill in and submit as a PDF announcement	+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Pendal Group Limited
	We (the entity here named) give notice of the issue,
	conversion or payment up of the following unquoted
	+securities.
1.2	*Registration type and number	ABN 28 126 385 822
	Please supply your ABN, ARSN, ARBN, ACN or
	another registration type and number (if you supply
	another registration type, please specify both the type
	of registration and the registration number).
1.3	*ASX issuer code	PDL
1.4	*This announcement is	☒ A new announcement
	Tick whichever is applicable.	☐ An update/amendment to a previous
		announcement
		☐ A cancellation of a previous
		announcement
1.4a	*Reason for update
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcement	9 December 2020

+ See chapter 19 for defined terms	Page 1
31 January 2020

This appendix is not available as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
	payment up of equity +securities

Part 2 - Type of issue

Question Question

No.

2.1 *The +securities the subject of this notification are:

Select whichever item is applicable.

If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.

2.2a.1 Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)?

Answer this question if your response to Q2.1 is "securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX".

2.2a.2 And the date the options were exercised or other +convertible securities were converted:

Answer this question if your response to Q2.1 is "securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.

2.2b.1 Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)?

Answer this question if your response to Q2.1 is "partly paid securities that have been paid up and that are not to be quoted on ASX".

2.2b.2 And the date the +securities were fully paid up:

Answer this question if your response to Q2.1 is "partly paid securities that have been paid up and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.

Answer

• +Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX
• Partly paid +securities that have been fully paid up and that are not to be quoted on ASX

• +Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX

• Other [please specify]

If you have selected 'other' please provide the circumstances of the issue here:

+ See chapter 19 for defined terms	Page 2
31 January 2020

	This appendix is not available as an online form	Appendix 3G
	Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	2.2c.1	Please state the number and type of	Nil Cost Options: 855,128
		+securities (including their ASX security
		code) issued under an +employee
		incentive scheme that are not being
		immediately quoted on ASX
		Answer this question if your response to Q2.1 is
		"securities issued under an employee incentive
		scheme that are not being immediately quoted on
		ASX".
	2.2c.2	*Please attach a document or provide	Please see attached.
		details of a URL link for a document lodged
		with ASX detailing the terms of the
		+employee incentive scheme or a
		summary of the terms.
		Answer this question if your response to Q2.1 is
		"securities issued under an employee incentive
		scheme that are not being immediately quoted on
		ASX".
	2.2c.3	*Are any of these +securities being issued	No
		to +key management personnel (KMP) or
		an +associate
		Answer this question if your response to Q2.1 is
		"securities issued under an employee incentive
		scheme that are not being immediately quoted on
		ASX".
	2.2c.3.a	*Provide details of the recipients and the number of +securities issued to each of them.
		Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are
		not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table
		below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
		KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
		insert the name of the associate in "Name of registered holder".
	2.2d.1	*The purpose(s) for which the entity is	☐ To raise additional working capital
		issuing the +securities is:	☐ To fund the retirement of debt
		Answer this question if your response to Q2.1 is
		☐ To pay for the acquisition of an asset
		"Other".
		You may select one or more of the items in the list.	[provide details below]
			☐ To pay for services rendered
			[provide details below]
			☐ Other [provide details below]
			Additional details:
	2.2d.2	Please provide any further information
		needed to understand the circumstances in
		which you are notifying the issue of these
		+securities to ASX, including (if applicable)
		why the issue of the +securities has not
		been previously announced to the market
		in an Appendix 3B
		You must answer this question if your response to
		Q2.1 is "Other". If there is no other information to
		provide, please answer "Not applicable" or "N/A".

+ See chapter 19 for defined terms	Page 3
31 January 2020

	This appendix is not available as an online form	Appendix 3G
	Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	2.3	*The +securities being issued are:	☒ Additional +securities in an existing
		Tick whichever is applicable	unquoted class that is already recorded
			by ASX ("existing class")
			☐ New +securities in an unquoted class
			that is not yet recorded by ASX ("new
			class")

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question	Question	Answer
No.
3A.1	*ASX security code & description	PDL- Pendal Group Limited
3A.2	*Number of +securities being issued	855,128
3A.3a	*Will the +securities being issued rank	Yes
	equally in all respects from their issue date
	with the existing issued +securities in that
	class?
3A.3b	*Is the actual date from which the
	+securities will rank equally (non-ranking
	end date) known?
	Answer this question if your response to Q3A.3a is
	"No".
3A.3c	*Provide the actual non-ranking end date
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "Yes".
3A.3d	*Provide the estimated non-ranking end
	period
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "No".
3A.3e	*Please state the extent to which the
	+securities do not rank equally:
	∙ in relation to the next dividend,
	distribution or interest payment; or
	∙ for any other reason
	Answer this question if your response to Q3A.3a is
	"No".
	For example, the securities may not rank at all, or may
	rank proportionately based on the percentage of the
	period in question they have been on issue, for the
	next dividend, distribution or interest payment; or they
	may not be entitled to participate in some other event,
	such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question	Question	Answer
No.
3B.1	*Security description

+ See chapter 19 for defined terms	Page 4
31 January 2020