Pendal Group Limited

Annual Report
2022
The future is 
worth investing in

Additional documents
Further details on our approach to corporate governance and management of environmental, social and governance 
matters can be found in the documents below.
Sustainability 
Report
Sustainability Report 
2022
The future is 
worth investing in
Corporate 
Governance 
Statement
Corporate Governance Statement 
2022
The future is 
worth investing in
The Pendal Group 
Climate Change 
Statement
December 2020 
This Statement applies across Pendal Group 
(Group). The Group consists of Pendal Group 
Limited (including its Australian subsidiaries), J O 
Hambro Capital Management Limited (including its 
subsidiaries) and Regnan our specialist ESG 
business unit. The document applies across the 
Group’s investment management businesses 
providing guidance to our investment teams as 
well as to our corporate activities more broadly.
This Statement is reviewed at least annually.
Pendal Group 
Climate Change 
Statement
The Pendal Group 
Human Rights 
Statement
December 2020 
This Statement applies across Pendal 
Group (Group). The Group consists of 
Pendal Group Limited (including its 
Australian subsidiaries), J O Hambro 
Capital Management Limited (including its 
subsidiaries) and Regnan our specialist 
ESG business unit. The document applies 
across the Group’s investment 
management businesses providing 
guidance to our investment teams as well 
as to our corporate activities more broadly.
This Statement is reviewed at least 
annually. 
Pendal Group 
Human Rights 
Statement
The Pendal Group 
Modern Slavery 
Statement
Modern Slavery 
Statement
Contents
Financial Highlights
1
Letter from the Chairman and 
Group Chief Executive Officer
2
History of Pendal
6
Global Operating Review
8
Directors' Report
16
Financial Report
61
Shareholder information
108
Glossary
110
Corporate Directory & 
Key Dates
112
Pendal Group is an 
independent global 
investment manager 
focused on delivering 
superior investment 
returns for clients through 
active management.

Note: All comparative numbers to prior corresponding period, FY20, restated on a UPAT basis.
1.	
Final dividend of XX.0 cents per share
Financial Highlights
Delivering investment
strategies globally
 
US
34
 
17
FUM
$45.9b
EUKA
34
 
13
FUM
$20.6b
Australia
25
 
14
FUM
$38.0b
93
  Investment personnel
44
  Sales personnel
Underlying profit after tax (UPAT)	
$194.2m
Base management fees	
$577.0m
Underlying earnings per share	
50.7 cps
Performance fees	
$51.9m
Average FUM	
$124.3b
Total dividend1	
24.5 cps
1.	
Final dividend of 3.5 cents per share.
Annual Report 2022  |  1

Dear Shareholder,
In the past year, Pendal, along with the global asset 
management industry, has faced a series of challenging 
headwinds – rising geopolitical tensions, COVID-19 
variant lockdowns, rising interest rates and inflation. 
These factors contributed to significant global market 
declines in the second half of the year, increased investor 
caution and a fall in fund flows worldwide. Nevertheless, 
we have continued to advance on our strategic course 
to further strengthen our business, most importantly 
by agreeing the proposed transaction with Perpetual 
Limited (Perpetual), which will accelerate progress 
towards our strategic goals. 
As a boutique active asset management business, 
we face two conflicting strategic challenges. We firmly 
believe that investment performance is most effectively 
delivered through a culture of innovation, independence 
and nimbleness. We also believe our boutique model 
attracts and retains the best investment talent. This is 
core to our culture and to the value proposition we offer 
to our clients throughout the world. 
In contrast, long-term market dynamics demonstrate 
the importance of global scale and reach, along with 
enhanced efficiencies that allow greater investment 
in client service and fund manager support, while 
remaining competitive on fees. 
To succeed, we therefore must retain the benefits of a 
boutique, while simultaneously maximising the benefits 
of scale where we can find it.
We are addressing these contradictory challenges 
through our stated strategy of effective global 
distribution of our funds; investment in product 
diversification, including enhancing existing strategies; 
continuing to attract and retain the best talent; and 
simplifying our operating infrastructure. We are and 
remain confident in our strategic plan over the medium 
to long-term, while always looking for opportunities to 
accelerate it.
Pendal has made significant strides in these areas in 
recent years but we recognise that the pace of change 
could be accelerated. We believe that a combination 
with fellow Australian asset manager Perpetual would 
boost scale and growth in a much shorter timeframe 
than either business could achieve on its own. The 
expanded footprint would maintain the benefits of a 
nimble structure while expanding the opportunities to 
benefit from scale and thus strengthen our proposition 
for our clients.
We believe it is the right way forward for our 
shareholders, our clients and our people. 
We believe that a combination 
with fellow Australian asset 
manager Perpetual would 
boost scale and growth in a 
much shorter timeframe than 
either business could achieve 
on its own.
Letter from the 
Chairman and Group
Chief Executive Officer
2  |  Pendal Group

FY22 results overview
A solid financial result has been delivered for the year 
ending 30 September 2022.
The Group’s operating revenue increased by 
eight per cent to $629.7 million (2021: $581.9 million). 
Base management fees were $577.0 million, 
a 10 per cent increase on the prior year due to higher 
average funds under management (FUM) levels, 
which increased 15 per cent primarily as a result of the 
acquisition of Thompson, Siegel & Walmsley (TSW) 
in 2021. Performance fees were $51.9 million (2021: 
$57.5 million) with notable contributions from the 
JOHCM Global Select strategy and the Pendal MicroCap 
strategy. The operating profit margin increased to 
36.0 per cent, supported by TSW and our measured 
approach in managing costs.
Our underlying profit after tax (UPAT) was $194.2 million, 
an increase of 17 per cent on the previous year. 
Statutory net profit after tax (Statutory NPAT) declined 
from $164.7 million to $112.8 million, notably impacted by 
significant seed investment gains in 2021 that reversed in 
the current year as global equity markets declined.
Underlying Earnings Per Share increased 5.3 per cent 
to 50.7 cents per share (cps) (2021: 48.2 cps).
The Board has resolved to pay a final FY22 dividend of 
3.5 cps, fully franked. The amount of the final dividend 
has been considered with regard to the proposed 
Scheme and expected timing of implementation, noting 
that the cash component of the Scheme consideration 
would be reduced by the amount of the final dividend.
This brings total dividends for the year to 24.5 cps and 
a full year payout ratio of 48 per cent.
Investing for growth
To reflect the market environment, we adopted a flexible 
and prudent approach to cost management, pulling 
back in some areas while continuing to invest in targeted 
initiatives for growth. 
We expanded our global distribution footprint, 
broadened our investment capabilities, particularly in 
ESG and responsible investment and further streamlined 
our global infrastructure. 
The Group established an on-the-ground presence 
in Continental Europe, with operations in France 
and Germany and our marketing capabilities were 
strengthened in the US and Europe. The Regnan 
Sustainable Water & Waste strategy was made available 
to clients across the UK and Europe, the Regnan Global 
Equity Impact Solutions Fund was made available 
to clients in Australia and the US and we deepened 
integration of ESG across our investment strategies. 
Additionally, we achieved a significant milestone, with 
the completion of our transition away from Westpac 
support services in Australia and the migration to 
Northern Trust. A similar migration to Northern Trust is 
underway in our European business.
To support these developments, Pendal made several 
key appointments to boost our global expertise across 
human resources, investments and operations. 
Left:
Group Chief Executive Officer 
Nick Good and Chairman 
Deborah Page AM
Annual Report 2022  |  3

Advancing our global DEI strategy 
During the year we advanced our global DEI strategy, 
a cultural, commercial and reputational imperative for 
the group.
The primary goal for the year was to engage in a process 
to build our long-term DEI strategic plan. Led by the 
Group-wide DEI Steering Committee, we partnered with 
an external consultant to assess how our employees 
perceive our commitment to these principles across all 
regions. Focus groups were held with a wide range of 
participants at all levels of the business. The outcomes 
of these sessions have been presented to the Global 
Executive Committee and will be used as a guide to 
develop our strategic plan in FY23. 
Additionally, during the year, with the objective of 
enhancing diverse employee representation globally, 
DEI goals were built into the KPI scorecard for Global 
Executive Committee members, requiring an emphasis 
on diverse hiring. Although we are proud of our strong 
representation in multiple dimensions across our board 
and executive team, we recognise there is more we can 
do. This will be a key priority as we look to embed more 
specific representation measures and increase our 
understanding of attrition for under-represented groups.
Perpetual’s proposed acquisition 
of Pendal
On 25 August 2022, your Board agreed to enter into a 
Scheme Implementation Deed with Perpetual under 
which Perpetual would acquire 100% of Pendal shares 
by way of a Scheme of Arrangement (“Scheme”). 
The Scheme Consideration comprises 1 Perpetual 
share for every 7.5 Pendal shares plus $1.976 cash 
(less final dividend).
Following Perpetual’s initial approach at the beginning 
of April this year, the Board was pleased to receive an 
improved proposal, which was the result of extensive 
engagement between both companies. Most notably, 
the Board and management became increasingly 
assured that Perpetual’s proposal for the merged 
business would facilitate cultural fit and provide the 
potential to accelerate our common strategic objectives 
to deliver revenue growth. 
Following Perpetual’s initial 
approach at the beginning of 
April this year, the Board was 
pleased to receive an improved 
proposal, which was the result 
of extensive engagement 
between both companies.
4  |  Pendal Group

Outlook
The proposed combination of Pendal and 
Perpetual has the potential to mark a defining 
moment for the asset management sector in 
Australia and the combination of two iconic 
financial services firms will create one of 
Australia’s largest global asset managers.
It has the potential also to become a global 
leader in responsible investment and ESG 
and will provide clients with a diverse range of 
specialist sustainable and impact investment 
capabilities through Regnan and Trillium. 
It has been an eventful year and one in which 
we have seen the true dedication of our people. 
On behalf of the Board, we would like to extend 
our thanks to the management team and all our 
employees for their significant contributions. 
We would also like to recognise and warmly 
thank our Board colleagues for the additional 
time they have contributed to Pendal this year, 
guiding and contributing to the stewardship 
of the company during a time of considerable 
corporate activity, including the negotiation 
of enhanced terms for Pendal shareholders 
from Perpetual. 
Finally and most importantly, we would like to 
acknowledge you, our valued shareholders, 
for your support and trust. 
Yours sincerely,	
Deborah Page AM
Chairman
Nick Good
Group Chief Executive Officer
Importantly, Pendal’s asset managers have 
Perpetual’s strong support and commitment to 
preserve our well-regarded culture of investment 
independence. The combination of the two businesses 
will create one of Australia’s largest ASX-listed 
asset managers with a substantial global presence 
and distribution platform as well as deep ESG and 
responsible investment capabilities. Our shareholders 
will have the opportunity to gain exposure to the 
benefits of the combination via the scrip component 
of the Scheme Consideration.
Your Board recommends Pendal shareholders 
vote in favour of the scheme, in the absence of a 
superior proposal and subject to the Independent 
Expert concluding and continuing to conclude 
that the Scheme is in the best interest of 
Pendal’s shareholders.
A Scheme Booklet, which will provide more details on 
the offer, is being finalised and is expected to be issued 
in November, ahead of the Scheme Meeting, which is 
targeted for December 2022.
Board changes 
During the year, two longstanding Australian based 
directors, Mr James Evans and Mr Andrew Fay 
retired from the Board. During their tenure, 
Pendal successfully transformed from an Australian 
only fund manager into a global asset management 
business with FUM of $104.5 billion.
On behalf of the Board and everyone at Pendal, 
we wish to thank Andrew and James for their 
significant contribution to the company. 
In March 2022, Australia-based Mr Ben Heap joined 
the Pendal Board as Non-Executive Director. He has 
brought wise counsel as a thoughtful and strategic 
thinker. Pendal has directly benefited from Ben’s 
considerable international expertise in the asset 
management industry together with his experience 
and passion for new technologies. 
Annual Report 2022  |  5

History of Pendal
2007
The investment management 
business of BT Financial 
Group lists on the ASX as 
BT Investment Management 
(BTIM), with Westpac retaining 
a 60% stake
2018
Company name 
changed to Pendal 
Group Limited 
(ASX:PDL)
2015
Westpac reduces 
holdings to ~31%
2017
Westpac further 
reduces holdings 
to ~10%
2011
BTIM expands offshore 
through the acquisition 
of J O Hambro Capital 
Management (JOHCM) 
a London based boutique 
active equity manager
6  |  Pendal Group

2021
Pendal acquires US 
value‑oriented investment 
management and advisory 
company, Thompson, Siegel 
and Walmsley (TSW)
2022
On 25 August 2022, Pendal 
announces proposed Scheme 
of Arrangement with Perpetual
2019
Pendal takes full 
ownership of 
Regnan, a specialist 
ESG research and 
engagement firm
2020
Westpac sells 
remaining ~10% 
of Pendal Group
Annual Report 2022  |  7

Financial Performance
Global Operating Review
The 2022 Financial Year saw growth in the Group’s revenue, underlying profit 
after tax (UPAT), and underlying earnings per share (EPS) which included 
the first full-year contribution of Thompson, Siegel and Walmsley (TSW), 
a US value-oriented investment manager acquired in 2021.
Five-year profile
FY18
FY19
FY20
FY21
FY22
Average FUM ($b)
99.5
98.8
94.8
107.9
124.3
Closing FUM ($b)
101.6
100.4
92.4
139.2
104.5
Base management fee margin (bps)
51
49
48
48
46
	 Base management fees ($m)
501.1
482.6
458.1
522.8
577.0
	 Performance fees ($m)
54.5
5.9
13.4
57.5
51.9
Fee revenue ($m)
558.5
491.2
474.8
581.9
629.7
Operating expenses ($m)
315.7
304.9
306.9
377.8
403.2
Operating profit ($m)
242.7
186.3
167.9
204.1
226.5
Operating margin (%)
43
38
35
35
36
UPAT ($m)
197.8
148.5
132.6
165.3
194.2
Statutory NPAT ($m)
202.0
154.5
116.4
164.7
112.8
Underlying EPS (cps)
62.5
46.6
41.1
48.2
50.7
Dividends (cps)
52.0
45.0
37.0
41.0
24.5
Funds under management (FUM)
FUM as at 30 September 2022 was $104.5 billion, 
down 25.0 per cent on the prior year. FUM was adversely 
impacted by a significantly weaker market environment and 
net outflows which were experienced across all regions. 
Favourable foreign currency movements added $2.5 billion 
as the US dollar strengthened over the year. 
Net outflows were $14.0 billion for the year. 
These redemptions emanated from several Australian 
equities mandates, global equities mandates in the EUKA 
region and a shift in the US Pooled funds as investors 
allocated away from growth-oriented international 
equities in response to rising geopolitical tensions and 
inflationary concerns. 
Flow trends in the OEICs improved in the latter part of 
the year and there were positive flows into the Group’s 
sustainable and impact strategies offset by outflows in 
European and UK equities which remained out of favour 
with investors. 
In Australia, there were positive flows in the higher margin 
wholesale channel with steady flows across most asset 
classes throughout the year. The Westpac book saw 
outflows of $2.1 billion (ex-cash). 
Investment performance
Following a strong start in the December 2021 quarter, 
global equity markets finished notably down in the 2022 
Financial Year with the MSCI ACWI Index in local currency 
terms and S&P 500 declining 17.7 per cent and 16.8 per 
cent respectively. In Australia, the All-Ordinaries Index 
contracted 12.5 per cent lower while the FTSE 100 reduced 
2.7 per cent over the 12-month period.
In light of the market environment, growth-oriented 
international strategies experienced a challenging 
period although this was partially offset by improved 
investment performance in the Group’s value-oriented 
global and international strategies. Investment 
performance was particularly strong for the JOHCM Global 
Opportunities and TSW Large Cap Value strategies that 
outperformed their benchmarks by 14.1 per cent and 
8.9 per cent respectively. 
Performance was also strong in Emerging market equities. 
Impressively, 100 per cent of Emerging markets FUM has 
outperformed relevant benchmarks over one year, as well 
as the past three years, five years and since inception.
Revenue
Revenue increased 8.2 per cent for the year, increasing 
to $629.7 million (2021: $581.9 million), primarily due 
to the first full 12-month contribution from TSW, which 
was acquired in July 2021. Performance fees were 
solid at $51.9 million (2021: $57.5 million) with notable 
contributions from the JOHCM Global Select and 
Pendal MicroCap strategies. Fee margins contracted to 
46 basis points (bps) (2021: 48 bps) substantially due to a 
change in channel mix as a result of TSW’s lower‑margin 
institutional client base. 
Expenses
Total operating expenses were $403.2 million, a 6.7 per cent 
uplift on the 2021 Financial Year. The increase was largely 
the result of the TSW acquisition and continued investment 
in growth-focused strategic initiatives across global 
distribution, infrastructure and the expansion of the Group’s 
ESG and RI capabilities. 
Given challenging trading conditions, prudent cost control 
was a focus in the 2022 financial year which supported a 
one per cent expansion in the Group’s operating margin to 
36 per cent. 
8  |  Pendal Group

Financial Position
Pendal Group’s financial base remained solid in the 2022 Financial Year 
providing support for ongoing investment in growth. Net tangible assets 
contracted 7.8 per cent to $418.5 million at 30 September 2022 while total 
net assets fell 4.6 per cent to $1.3 billion. 
Cash
Cash flows from ongoing operations are typically held 
for regulatory and working capital purposes, to acquire 
shares for employee share schemes, or to fund strategic 
initiatives including seed investments. Surplus cash above 
these requirements are normally paid to shareholders in 
the form of dividends.
Cash held by the Group as at 30 September 2022 
was $316.4 million (2021: $297.7 million). 
Seed investments
Seed investments are made into new fund vehicles, as they 
establish an investment performance track record, as 
well as existing funds to provide scale as they become 
marketable to clients. 
The seed portfolio is assessed regularly against targets 
related to investment performance and scale. Funds may 
be redeemed when fund size and maturity are achieved, 
or an investment strategy is closed.
At 30 September 2022, the seed portfolio fell 24.6 per cent 
to $199.1 million (2021: $264.1 million) and was notably 
impacted by mark-to-market movements over the course 
of the year. Additionally there were net redemptions of 
$37.5 million throughout the year.
Intangibles
Pendal’s intangible assets totalled $901.8 million 
as at 30 September 2022 (2021: $930.2 million). 
Goodwill recognised on the acquisition of the Pendal, 
JOHCM and TSW businesses was $524.7 million at 
30 September 2022 (2021: $538.9 million). There was no 
impairment to the carrying value of goodwill across the 
Group during the year. Movements associated with the 
goodwill balance are primarily driven by foreign exchange 
movements in respect of the offshore business units.
Investment management contracts associated with the 
acquisitions of JOHCM and TSW are amortised over their 
expected useful lives and subject to impairment where 
necessary on an individual contract basis. The investment 
management contracts were carried at $374.0 million at 
30 September 2022 (2021: $388.0 million).
Liabilities and debt
Total liabilities were $281.2 million at 
30 September 2022 (2021: $337.4 million) made 
up of a fully drawn US$ 35 million ($53.8 million) 
syndicated debt facility for a three‑year term, 
trade creditors and accruals, lease liabilities 
and employee benefits. 
A $25.0 million multi-currency revolving loan facility 
is maintained and remained undrawn throughout the 
financial year.
Dividend
Having regard to the proposed Scheme and expected 
timing of implementation, the Board has resolved to pay 
a final FY22 dividend of 3.5 cps to be 100 per cent franked. 
This brings total dividends for the year to 24.5 cps 
and a full year payout ratio of 48 per cent. The cash 
component of the Scheme Consideration payable to 
Pendal shareholders will be reduced by the final dividend 
amount to $1.941.
The Dividend Reinvestment Plan remains deactivated 
for the 2022 final dividend. 
Annual Report 2022  |  9

Risk Management
Our risk management framework provides a strong foundation from which we 
can successfully deliver our strategic priorities. The Group has a culture of 
effective risk management and risk aware decision making is embedded 
into our key processes. The Board approves the Group’s risk management 
framework and sets the risk appetite. This guides management to proactively 
identify, monitor and manage the material and emerging risks that could 
impact the organisation.
Our approach to risk management
Overall accountability for risk management lies with the 
Pendal Group Board. The Group Audit & Risk Committee 
assists the Board in its oversight of risk management, 
financial and assurance matters. The Board annually 
reviews and approves the design of the risk management 
framework and sets the risk appetite. This process 
incorporates a review of key aspects of the strategy 
and assesses whether adjustments to the material 
risks, risk appetite and related tolerances (i.e. limits 
and capacity) need to be made as the Group’s operating 
environment evolves.
The Board delegates responsibility for implementing the 
risk management framework, and managing the material 
risks within the appetite set, to the Group CEO. The 
Group Chief Risk Officer is responsible for designing and 
updating the Group risk framework and working with the 
local risk teams to support and challenge the identification, 
assessment, monitoring and reporting of risk exposures 
and their associated mitigants. Management are held 
to account for managing the material risks within the 
appetite, thus enabling the Group to make risk conscious 
decisions and generate appropriate returns, in a controlled 
and deliberate manner. 
Potential Transaction with Perpetual
On 25th August, we announced that Pendal had entered 
into a Scheme Implementation Deed with Perpetual under 
which Perpetual will acquire 100% of the issued share 
capital in Pendal, by way of a Scheme of Arrangement.
A range of activities are underway to enable the transaction 
to be completed. These include regulatory approvals, 
court approvals, shareholder approvals and obtaining 
client consents.
Until the transaction is completed, we have enhanced our 
governance processes to help monitor/manage risks that 
may be elevated during this interim period. This includes 
people, client, business disruption, information security 
and business conduct risks.
Further details on the transaction risks will be available in 
our Scheme Booklet which is expected to be despatched to 
shareholders in November 2022. This includes risks to the 
execution of the transaction and the risks if the transaction 
does not proceed.
Managing risk to deliver our strategy
The Board endorsed an updated risk framework 
during 2022. Key risk indicators across several material 
risks were enhanced, including Environment, Social and 
Governance and Distribution & Product. The COVID-19 
pandemic related risks are now embedded into our risk 
framework and, as a result, this was removed as a specific 
material risk. 
The Board has a lower risk appetite in the management of 
critical areas such as investment performance, regulation 
and legislation and behaviour and conduct. The Group 
accepts a higher risk appetite, consistent with its strategic 
objectives, in relation to risks associated with business 
growth and change initiatives, including investing 
shareholder funds in the form of seed capital to support 
future growth.
Specific areas of focus during FY22 included managing the 
risks resulting from the Russia/Ukraine war, enhancing 
our conduct framework and increasing the focus on 
cyber security.
10  |  Pendal Group

Material risk
Risk description
Risk management
Strategic and business
Strategic Alignment 
and Execution
 
 
 
The risk that the Group’s strategy is not 
aligned to maximise shareholder and client 
value or we fail to effectively execute the 
Group’s strategy. 
Both of which can impact the ability of the 
Group to deliver on expected outcomes.
•	 Annual strategy and budget process, with outcomes and 
priorities approved by the Board.
•	 Regular monitoring of strategic execution and strong reporting 
mechanisms to support effective Board oversight.
•	 Clearly articulated objectives and Board governance structure.
•	 Employee performance management process and remuneration 
aligned to delivery of strategic objectives.
•	 Robust merger and acquisition analysis, due diligence and 
integration processes, engaging subject matter experts and 
external consultants for support.
Corporate Activity
The potential transaction with Perpetual 
elevates some material risks until the 
transaction is completed. Completion is 
expected during January 2023.
If the potential transaction does not 
proceed, Pendal is subject to the inherent 
standalone business risks and these would 
be elevated in the short term.
•	 Increased Pendal Board and Group Executive Committee 
oversight in relation to the transaction.
•	 Retention and deal completion bonuses established to retain 
and reward key staff in executing the transaction.
•	 Regular joint transaction implementation committee meetings 
to monitor progress and manage any material
risks/issues.
•	 Key conditions for completion and compliance with business 
conduct requirements are regularly monitored. 
•	 Increased focus on communication to help manage people risk, 
client risk and business conduct risk.
•	 Communication and information sharing protocols shared with 
all staff.
•	 The board has considered appropriate actions in the event that 
the potential transaction does not complete.
•	 The Scheme Booklet is expected to be issued to shareholders 
during November 2022 and provides detailed disclosure of the 
risks relating to the execution of the transaction and the risks to 
our business if the transaction does not proceed.
Business model
 
 
 
The risk that the business model does not 
respond effectively to external change 
which could result in loss or missed 
opportunity. This includes external factors 
such as the markets, geopolitical and 
economic events and competition. 
•	 Annual strategy and budget process.
•	 Business model reviewed as part of annual strategy process.
•	 Strategy and risk management processes to continuously 
monitor and manage external threats and opportunities.
•	 Governance processes to support effective decision making.
•	 Variable remuneration aligned to strategic objectives.
•	 Continuing pipeline of new products. 
•	 Pendal USA governance structure implemented during FY22.
Risk alignment with strategy
 Investment capability  
 Distribution  
 People  
 Operating platform
Material risks
The Group actively manages a range of financial and non-financial business risks and uncertainties which can 
potentially have a material impact on the Group and its ability to achieve its stated objectives. While every effort is 
made to identify and manage material risks and emerging risks, additional risks not currently known or detailed below 
may also adversely affect future performance. The Board has identified the Group’s material risks as outlined in the 
following table. 
Annual Report 2022  |  11

Material risk
Risk description
Risk management
People
 
 
 
The Group’s performance is largely 
dependent on its ability to attract and 
retain talent. Loss of key personnel could 
adversely affect financial performance and 
business growth. 
There is also risk of concentration whereby 
a material proportion of the Group’s 
revenue is delivered via a few strategies 
and therefore creates reliance on a few key 
investment personnel. 
•	 A Global Chief Human Resources Officer recruited during FY22.
•	 Competitive remuneration structures in the relevant 
employment markets to attract, motivate and retain talent, with 
alignment to client and shareholder outcomes. 
•	 Performance management processes to help reward, develop 
and grow talent.
•	 Ongoing succession planning process to develop or attract 
talent for sustainable growth.
•	 Maintenance of a strong reputation and culture which promotes 
an attractive and safe workplace.
•	 Employee engagement surveys to support retention.
•	 Staff wellbeing seminars and increased leadership focus 
on communication and employee welfare, with regular staff 
surveys and feedback mechanisms in place.
•	 Return to office plan implemented and flexible working policy 
updated during FY22.
•	 Continued focus on Diversity, Equity and Inclusion.
Environment, Social 
& Governance 
(ESG)
 
 
 
The risk that the Group fails to adequately 
progress on executing its ESG and 
Responsible Investing strategy. 
This includes the risk of not developing 
products to meet client needs in a timely 
manner or failing to adequately meet 
evolving Responsible Investment and ESG 
stakeholder expectations.
•	 Regular review and enhancement of the Group’s ESG and 
Responsible Investment strategy.
•	 Specific ESG-related products launched during FY22, following 
a robust new product development process, including the 
Regnan Sustainable Water and Waste Fund in the UK.
•	 On-going monitoring of external market insights and evolving 
client needs.
•	 Internal and external training provided periodically on specific 
ESG-related topics such as Modern Slavery. 
•	 Commenced recruitment during FY22 to build out specialist 
teams providing ESG support, oversight and governance.
•	 Ongoing integration of ESG considerations into Investment 
processes for relevant strategies.
•	 Continued investment in processes and systems to 
enhance controls, improve efficiency and help meet ESG 
regulatory changes. 
•	 Enhanced ESG related disclosure reports during FY22. 
This includes the Pendal Group Modern Slavery Statement, 
Pendal Group Sustainability Report, Pendal Group Corporate 
Governance Statement and J O Hambro Capital Management's 
Stewardship Code.
Behaviour 
and conduct
 
 
 
The risk of inappropriate, unethical or 
unlawful behaviour, by employees, which is 
not in line with the Group’s core values. 
This includes the risk of senior 
management failing to set an appropriate 
cultural ‘tone from the top’, which may 
result in the delivery of detrimental 
or suboptimal outcomes for clients 
and shareholders.
•	 Clearly defined Code of Conduct which outlines the expected 
behaviour of all individuals and an enhanced framework 
developed during FY22. 
•	 Comprehensive recruitment process to assess behaviour 
and conduct.
•	 Remuneration and performance management processes 
supports good behaviour and conduct.
•	 Ongoing HR, Risk and Compliance training and confidential 
staff engagement surveys.
•	 Whistleblowing Framework and policy in place.
•	 Internal audit program incorporating conduct assessment, with 
specific a conduct and culture audit carried out during FY22.
•	 Human Resources polices in place, some relate specifically 
to conduct and behaviour.
•	 Embedded risk management framework in place, which 
incorporates conduct risk management.
12  |  Pendal Group

Material risk
Risk description
Risk management
Transformation 
(change 
management)
 
Failure to effectively manage material 
change projects which could result in loss 
or missed opportunities. Such a risk could 
result from poor planning, ineffective 
project governance, insufficient resource 
(including human capital), ineffective 
execution and poor management 
of project interdependencies. 
Failure to effectively manage the 
material risks arising from our global 
transformational change program focused 
on enhancing operational infrastructure.
•	 Global Chief Operating Officer appointed during FY22.
•	 Annual strategy and budget process, with transformation 
change priorities approved by the Board.
•	 Risk management embedded within the change 
management process.
•	 Appropriate governance processes in place to monitor, escalate 
and report on progress to the relevant Committees and Boards.
•	 Internal audit providing independent oversight over Australian 
major change projects.
•	 Dedicated change management team and effective approach 
and processes in place.
Product and performance
Product and 
investment 
performance
 
 
 
The risk that the Group’s products and 
solutions do not meet client preferences. 
This includes changing client needs, 
fee structures, and asset classes. 
The risk that portfolios will not meet 
their investment objectives or that 
there is a failure to achieve consistent 
long-term performance that delivers on 
the clients’ expectations. 
•	 Clearly defined investment strategies and investment 
processes within stated risk parameters.
•	 Regular independent investment risk reviews and analysis of 
portfolio risks across all asset classes and strategies (including 
market, liquidity and credit counterparty). 
•	 Formal approach to product governance and innovation 
including management of the product lifecycle. 
•	 Ongoing external insights into how client 
preferences are changing.
•	 New products launched in FY22 to meet client demands.
•	 Seed capital used to support the launch of new products, 
where appropriate.
•	 Regular client reporting and performance updates. 
•	 Talent hiring has been a key feature during FY22.
Distribution
 
 
 
The risk that the design and execution 
of the distribution strategy is ineffective, 
resulting in a failure to positively identify, 
engage and support clients, which in turn 
results in a failure to deliver budgeted 
fund flows.
In the current environment, failure to 
manage the negative impact on fund flows 
resulting from external factors such as: 
•	 Westpac (a significant client) as they 
execute their strategy to exit from 
wealth management.
•	 Brexit and COVID-19;
•	 Russia/Ukraine war impacting global 
economies and markets; and
•	 Global inflationary expectations adding 
to market volatility.
•	 Client engagement and distribution is a key part of the overall 
Pendal Group strategy. 
•	 Progress updates on implementing the Distribution strategy is 
a key part of the regular CEO reports to the Pendal Board and to 
the local governance boards/committees.
•	 Fees structures periodically benchmarked and updated 
where required.
•	 Daily monitoring of FUM and the sales pipelines. 
•	 Regular Board reporting and discussions on market trends and 
material changes in FUM.
•	 Operational restructure and recruitment to expand distribution 
capability during FY22.
•	 Implementation of technology solutions and data related 
enhancements underway to better service clients.
•	 Enhanced regulatory permissions and opening of branch 
offices during FY22, to support distribution of products in the 
European Union. 
Annual Report 2022  |  13

Material risk
Risk description
Risk management
Operational
Regulation and 
legislation
 
 
 
There is a risk that the Group will not be 
able to respond effectively to regulatory 
change or comply with relevant laws 
and regulations in multiple jurisdictions. 
Failure to effectively manage these 
risks could result in sanctions, fines 
and reputational damage. 
The volume of regulatory and legislative 
change remains challenging. Examples of 
this include:
•	 The expansion of The UK 
Stewardship Code.
•	 The implementation of the European 
Sustainable Finance Disclosure 
Regulation (SFDR) and similar global 
regulatory initiatives. 
•	 Regulation on new financial product 
design and distribution obligations 
in Australia.
As a result, there is a risk of failing to meet 
the new standards or account for the 
increasingly higher costs of compliance.
•	 Clearly defined compliance framework to meet 
compliance obligations. 
•	 Establishing policies and procedures supporting the risk and 
compliance framework. 
•	 Experienced and appropriate level of legal, risk, tax and 
compliance resources to manage obligations. 
•	 Regular and constructive engagement with regulators including 
participation in industry bodies.
•	 Ongoing monitoring, reporting and review of 
regulatory obligations, including new and proposed 
legislation. Several projects are underway to implement 
regulatory changes.
•	 External advisors used where necessary to complement in-
house knowledge or carry out independent reviews.
•	 Independent non-executive directors appointed to subsidiary 
UK regulated entities.
•	 Projects underway to enhance processes and systems such as 
substantial shareholder reporting and compliance employee 
reporting requirements.
•	 Implementation of risk systems to support the risk framework, 
for example during FY22 we implemented an incident 
management system in Pendal Australia.
•	 Tax management framework to identify, manage and 
communicate key tax risks.
Technology and 
data (including 
cyber)
 
 
The risk that the Group does not optimise 
the use of data and digital technology. 
This may negatively impact the Group’s 
ability to meet external demands and 
deliver growth. 
Coupled with the risk that the existing 
technology operating platform is 
inadequate and may suffer disruptions 
such as system failures, faults, illegal 
unauthorised use of data and cybercrime.
•	 Multi-year global technology related projects underway to 
enhance processes and systems. 
•	 Further technological and information security enhancements 
made during FY22 to support remote working as part of 
managing the COVID-19 pandemic.
•	 Participation in external forums to share good practices and 
enhance internal processes and systems.
•	 Independent internal audit and other assurance reviews carried 
out over the design and effectiveness of technological, cyber 
and data systems of internal controls.
•	 Range of technology and data related polices in place that 
are periodically updated, approved and communicated 
to colleagues.
•	 Regular review and testing of Disaster Recovery and Business 
Continuity Plans. 
•	 Periodic information security training provided to all staff. 
•	 Continued enhancement of controls and processes during FY22 
to help manage cyber risk.
Supplier 
management 
(including 
outsourcing)
The risk of loss or reputation damage 
arising from inadequate supplier selection 
and oversight processes. 
Failure to manage the business’s 
exposure to heightened supplier 
risks as it introduces and transitions 
to new infrastructure suppliers, 
e.g. back office providers. 
•	 Periodic review of operating model includes consideration of the 
areas where we want to use third party suppliers.
•	 Major project commenced during FY22 to transition to new 
back/front office supplier.
•	 Robust supplier management processes, including due 
diligence, supplier policies and procedures and governance and 
oversight frameworks.
•	 Regular monitoring and review of service level agreements and 
performance standards.
•	 Internal audit of third-party oversight carried out during FY22.
14  |  Pendal Group

Material risk
Risk description
Risk management
Market financial 
and treasury
 
 
The Group’s fee income is derived from the 
assets managed on behalf of clients and 
the associated fee rates.
The assets under management face 
a variety of risks arising from the 
unpredictability of financial markets, 
including movements in equity markets, 
interest rates and foreign exchange rates. 
The Group also invests its own capital 
alongside clients when establishing new 
financial products and building them to 
scale. This exposes the Group to the same 
potential loss of capital as clients. 
There is also the risk of the failure of the 
Group to maintain appropriate working 
capital and reserves to respond to 
unexpected adverse events.
•	 Diversification across asset classes, investment styles 
and geographies. 
•	 Periodic budgeting and financial forecast management. 
•	 Ongoing monitoring and review of strategy.
•	 Conservative approach to leverage and the use of debt. 
•	 Capital management policy in place with limits, including a seed 
capital policy.
•	 Ongoing monitoring and annual board review of seed capital 
portfolio performance.
•	 Capital requirements regularly monitored, and stress tested. 
Regulatory capital requirements met.
Annual Report 2022  |  15

16  |  Pendal Group
Contents
Directors’ Report
Directors’ Report	
17
Remuneration Report	
26
Auditor’s Independence Declaration 	
60
Financial Report
Consolidated Statement of Comprehensive Income 	
61
Consolidated Statement of Financial Position	
62
Consolidated Statement of Changes in Equity	
63
Consolidated Statement of Cash Flows	
64
Notes to the Consolidated Financial Statements	
65
A. 	About this Report 	
65
	
A1. Statement of compliance	
65
	
A2. Basis of preparation	
65
	
A3. New and amended accounting standards	
65
B.	 Results for the year	
66
	
B1. Segment information	
66
	
B2. Revenue and other income	
67
	
B3. Finance costs	
68
	
B4. Earnings per share	
68
	
B5. Taxation	
69
	
B6. Reconciliation of cash flow from operating activities 	
72
C. 	Capital and financial risk management	
73
	
C1. Capital management	
73
	
C2. Contributed equity	
74
	
C3. Reserves	
76
	
C4. Dividends	
77
	
C5. Financial assets held at FVTPL	
78
	
C6. Borrowings	
78
	
C7. Financial risk management	
79
D. 	Employee remuneration	
85
	
D1. Employee benefits	
85
	
D2. Share-based payments	
86
	
D3. Key management personnel disclosures	
89
E.	 Group structure	
90
	
E1. Parent entity information	
90
	
E2. Subsidiaries and controlled entities	
91
	
E3. Structured entities	
93
	
E4. Related party transactions	
93
F. 	 Other	
94
	
F1. Intangible assets	
94
	
F2. Lease assets and liabilities	
97
	
F3. Contingent liabilities	
98
	
F4. Remuneration of auditors	
98
	
F5. Subsequent events	
99
Directors’ Declaration	
100
Independent Auditor’s Report	
101
2022 Directors’ Report and Financial Report

Annual Report 2022  |  17
The Directors present their report and the annual financial report for Pendal Group Limited (the Company) and its 
consolidated subsidiaries (together referred to as the Pendal Group or the Group) for the 2022 Financial Year.
Board of Directors
The Directors of the Company during the 2022 Financial Year and up to the date of this report are:
Director
Date of Appointment
Period
Deborah Page AM
Appointed to the Board on 7 April 2014 
Appointed Chairman on 17 January 2022
Full-year
Nick Good
Appointed Managing Director & Group Chief Executive Officer  
on 1 April 2021
Full-year
Sally Collier
2 July 2018
Full-year
Ben Heap
1 March 2022
1 March 2022 to 
30 September 2022
Christopher Jones 
8 November 2018
Full-year
Kathryn Matthews
1 December 2016
Full-year
James Evans
Appointed to the Board on 2 June 2010 
Appointed Chairman on 6 December 2013
1 October 2021 to 
17 January 2022 
Andrew Fay
1 October 2011
1 October 2021 to 
10 December 2021
Details of the qualifications, experience and responsibilities of the current Directors are set out below:
Deborah Page AM
BEc FCA FAICD
Chairman and Independent 
Non-executive Director
Board Committees: 
Member of the Audit & 
Risk Committee 
and Governance & 
Nominations Committee
Deborah Page was appointed Chair of Pendal Group 
in 2022 after serving on the Board since 2014 and is 
based in Sydney, Australia.
She has extensive experience as a company director 
gained across ASX listed, private, public sector and 
regulated entities since 2001. She brings financial 
expertise from her time at Touche Ross/KPMG 
including as a Partner, and subsequently from senior 
finance and operating executive roles with the 
Lend Lease Group, Allen, Allen & Hemsley and the 
Commonwealth Bank. She has specific experience 
in corporate finance, accounting, audit, mergers & 
acquisitions, capital markets, insurance and joint 
venture arrangements.
Deborah is currently a Non-executive Director 
of Brickworks Limited, Growthpoint Properties 
Australia Limited, and Service Stream Limited.
Directorships of other listed entities over the 
past three years: GBST Holdings Limited (2016 – 
2019 retired as entity delisted in November 2019).
Nick Good
MA (Oxon)
Group Chief Executive Officer 
and Managing Director
Board Committees: Nil
Nick Good is Group Chief Executive Officer and 
Managing Director of Pendal Group. He joined 
Pendal Group as Chief Executive Officer, JOHCM US 
in December 2019. Nick has over 25 years’ industry 
experience across the US and Asia and is based in 
Boston, USA.
Nick Good was most recently Executive Vice 
President, Chief Growth and Strategy Officer at 
State Street Corporation, based in Boston. In this 
role, he was responsible for setting overall business 
strategy and leading corporate development. 
Previously, he was co-head of State Street Global 
Advisors (SSGA) Global ETF business, with 
primary responsibility for North America and Latin 
America. Prior to joining State Street, Nick worked 
at BlackRock (initially Barclays Global Investors), 
including five years as head of its iShares ETF 
business in Asia-Pacific, which enjoyed rapid 
growth under his leadership.
Nick is currently Chair of JOHCM Funds Trust.
Directorships of other listed entities over the 
past three years: Nil
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

18  |  Pendal Group
Sally Collier
BEc GAICD
Independent Non-executive  
Director 
Board Committees:  
Chair of the Audit & Risk 
Committee and member 
of the Governance & 
Nominations Committee 
Sally Collier was appointed to the Board of Pendal Group 
in 2018 and is based in Sydney, Australia.
Most of Sally’s executive career was spent in the USA (two 
years), London (twenty-three years) and Hong Kong (four 
years). Prior to returning to Australia, Sally was a partner 
at the international private equity and infrastructure 
investment firm, Pantheon. This followed nearly 20 years 
in investment banking, mostly at HSBC Investment 
Bank in the UK, where she also joined the Management 
Committee as an Executive Director. Since returning 
to Australia in 2013, Sally has held non-executive 
positions in the financial services sector covering funds 
management and financial services technology, across 
ASX listed, private and regulated entities. 
Sally is currently a Director of Utilities Trust of Australia, 
the Clayton Utz Foundation, J O Hambro Capital 
Management Limited and the Tasmanian Public 
Finance Corporation.
Directorships of other listed entities over the 
past three years: Nil
Ben Heap was appointed to the Board of Pendal Group in 
2022 and is based in Sydney, Australia
He is an experienced company director with wide-ranging 
experience in asset and capital management roles in the 
finance sector and in technology and digital businesses. 
He is a founding partner of H2 Ventures, a privately 
held venture capital investment firm. He was formerly a 
Managing Director for UBS Global Asset Management in 
Australia and Head of Infrastructure for UBS Global Asset 
Management in New York.
Ben is the independent Chairman of CBA New 
Digital Businesses Pty Limited, a subsidiary of the 
Commonwealth Bank of Australia. He is Chairman of 
The Star Entertainment Group Limited. He is also a 
Non-executive Director of Redbubble Limited and 
Avanteos Investments Limited.
Directorships of other listed entities over the 
past three years: Nil
Ben Heap
BCom BSc GAICD
Independent Non-executive 
Director
Board Committees:  
Chair of the Governance & 
Nominations Committee and a 
member of the People, Culture 
& Remuneration Committee
Christopher Jones 
MA (Cantab) CFA
Independent  
Non-executive Director 
Board Committees:  
Chair of the People, 
Culture & Remuneration 
Committee and member 
of the Governance & 
Nominations Committee
Christopher Jones was appointed to the Board of Pendal 
Group in 2018 and is based in New York City, USA.
He has over 40 years’ experience in the financial 
services industry across both investments and funds 
management. Most recently, Christopher was Principal 
of CMVJ Capital LLC, a private investor and adviser in the 
financial services, asset management and technology 
industries. Prior to this, he was Head of Blackrock’s 
US Global Fundamental Equity and Co-head of Global 
Active Equity. Previously, he spent 32 years in a range 
of roles at Robert Fleming and Co and JP Morgan 
Asset Management. 
Christopher is currently Chair of Pendal USA Inc.
Directorships of other listed entities over the 
past three years: Nil
Kathryn Matthews was appointed to the Board of Pendal 
Group in 2016, who is based in London, UK.
She brings to the Board nearly 40 years’ experience 
in funds and investment management with director 
experience across listed, private and regulated entities. 
She has extensive experience in global investment 
management businesses in the UK and Hong Kong, 
including as Chief Investment Officer, Asia Pacific ex 
Japan at Fidelity International based in Hong Kong. She 
commenced her career at Baring Asset Management, 
holding a broad range of roles over sixteen years as a 
global equity portfolio manager and latterly as the Head of 
Institutional Business, Europe and UK.
Kathryn is currently Chair of Barclays Investment 
Solutions Limited and is also a Non-executive Director 
of these other UK based companies: Barclays Bank UK 
Plc, British International Investment Plc and VinaCapital 
Vietnam Opportunity Fund Limited.
Directorships of other listed entities over the 
past three years: JPMorgan Chinese Investment Trust 
(Listed on LSE).
Kathryn Matthews
BSc BEc
Independent  
Non-executive Director
Board Committees:  
Member of the Audit & Risk 
Committee, Governance & 
Nominations Committee, 
and People, Culture & 
Remuneration Committee 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  19
Joanne Hawkins 
BCom LLB Grad Dip CSP 
FGIA FCG GAICD
Joanne Hawkins is responsible for Company Secretarial 
and Corporate Governance functions for all entities 
across the Group.
Joanne has extensive experience in corporate governance 
within the funds management industry. Joanne started 
her career as a solicitor at a major law firm and then held 
in-house and legal roles in New Zealand and Solomon 
Islands. Prior to joining Pendal Group in 2017, Joanne 
held the role of Company Secretary at Perpetual Limited, 
which included responsibility for the Legal, Compliance 
and Company Secretariat functions across the Perpetual 
group of companies.
Name
Board
Audit & Risk Committee
People, Culture 
& Remuneration 
Committee
Governance & 
Nominations 
Committee
A
B
A
B
A
B
A
B
Deborah Page AM
35
35
6
6
–
–
1
1
Nick Good
35
34
–
–
–
–
–
–
Sally Collier
35
35
6
6
3
3
1
1
Ben Heap
28
28
–
–
4
4
1
1
Christopher Jones
35
35
3
3
5
5
1
0*
Kathryn Matthews
35
35
3
3
7
6*
1
1
James Evans
5
4
–
–
–
–
–
–
Andrew Fay
4
4
–
–
2
2
–
–
A - Meetings eligible to attend as a member of the Board or Committee.
B - Meetings attended as a member of the Board or Committee.
A Due Diligence Committee was formed in respect of the Scheme of Arrangement with Perpetual Limited. Deborah Page, Sally Collier, 
Ben Heap and Nick Good were members of the Committee. The Committee met 12 times and all members of the Committee attended 
each meeting with the exception of Nick Good who attended 11 meetings.
*Christopher Jones was unable to attend one meeting of the Governance and Nominations Committee and contributed his views to the 
Chair prior to the meeting. Kathryn Matthews was unable to attend one meeting of the People, Culture and Remuneration Committee 
and contributed her views to the Chair prior to the meeting.
Group Company Secretary & 
Head of Corporate Governance
The number of meetings of the Board and of each Board Committee held during the 2022 Financial Year and the number 
of meetings attended by each Director during that year are set out in the following table.
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

20  |  Pendal Group
Global Executive Committee
In May 2016, the Company established a Global Executive Committee. The current members of Global Executive 
Committee are:
Name of Group Executive
Position
Joined the 
Pendal Group
Appointed to 
current position
Nick Good
Group Chief Executive Officer
2019
2021
Alexandra Altinger
Chief Executive Officer, JOHCM UK, Europe & Asia
2019
2019
Richard Brandweiner
Chief Executive Officer, Pendal Australia
2018
2018
Claudia Henderson
Group Chief Human Resources Officer
2022
2022
Justin Howell
Group Chief Operations Officer
2018
2021
John Reifsnider
Chief Executive Officer, Pendal USA
2021
2021
Bindesh Savjani
Group Chief Risk Officer
2019
2019
Cameron Williamson
Group Chief Financial Officer
2008
2016
Details of the qualifications, experience and responsibilities of the members of the Global Executive Committee are set 
out below:
Alexandra Altinger
BA MA CFA
Chief Executive 
Officer, JOHCM UK, 
Europe and Asia
Alexandra Altinger joined Pendal Group as Chief 
Executive Officer, JOHCM UK, Europe and Asia in 
September 2019. She is based in London, UK.
Alexandra has 27 years’ experience in the 
wealth and asset management industry and is 
responsible for the day-to-day management of 
the European and Asian arm of Pendal Group. 
Prior to joining the company, she spent four years 
as CEO of Sandaire Investment Office, a UK-based 
international multi-family office. Prior to Sandaire, 
Alexandra spent 11 years at Wellington Management 
International, where she led their EMEA sub 
advisory and mutual fund business. She has lived 
and worked in Asia, the US and Europe. Alexandra 
currently serves on the board of the UK’s Investment 
Association as an INED and is Chair of the IA’s 
Business Forum.
Nick Good
MA (Oxon)
Group Chief Executive Officer 
and Managing Director
Refer to Directors’ biographies.
Richard Brandweiner
BEc CFA
Chief Executive Officer, 
Pendal Australia
Richard Brandweiner was appointed as Chief 
Executive Officer, Australia in February 2018. 
He is based in Sydney, Australia.
Richard has spent over 25 years working across 
all asset classes in the funds management and 
pension fund industries. He is responsible for 
the day-to-day management of the Australian 
arm of Pendal Group. Prior to this, Richard was 
a Chief Investment Officer at Aware Super, one 
of Australia’s largest pension funds, and Group 
Executive at Perpetual Investments.
Richard is the Chair of Impact Investing Australia, 
part of the Global Steering Group for Impact 
Investing. He is also a member of the NSW 
Government Social Impact Investment Expert 
Advisory Group and a former President of the CFA 
Society of Sydney.
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  21
Claudia Henderson
BA MS
Group Chief Human 
Resources Officer 
Justin Howell
BSSc
Group Chief Operations 
Officer
Claudia Henderson joined Pendal Group as the Group 
Chief Human Resources Officer in January 2022. She is 
based in Boston, USA.
Claudia has over 20 years of experience in human 
capital leadership and is responsible for creating the 
best environment to attract, develop and retain talent 
at Pendal Group. Prior to joining the Company, Claudia 
was the Chief People Officer and head of Strategic 
Communications at Boston Globe Media. She started 
her career at Johnson and Johnson and has also held 
HR leadership roles at Fidelity Investments, Intuit and 
State Street.
Justin Howell was appointed as Group Chief Operating 
Officer in November 2021. He is based in Sydney, Australia.
Justin has over 20 years’ experience in the finance 
industry and is responsible for Pendal Group’s technology, 
business strategy, operations, product and outsourced 
relationships. Prior to joining the Company, Justin spent 
most of his career at Aware Super, one of Australia’s 
largest pension funds as well as Perpetual Investments. 
Justin has held senior roles responsible for strategic 
planning, product, operations and program management.
Bindesh Savjani
BA (Hons) FCCA
Group Chief Risk Officer 
John Reifsnider
BBA
Chief Executive Officer, 
Pendal USA
Bindesh Savjani joined Pendal Group as the Group Chief 
Risk Officer in March 2019. He is based in London, UK.
Bindesh has over 20 years’ experience in the investment 
management industry and is responsible for managing 
Pendal Group’s risk and regulatory compliance. Prior 
to joining Pendal Group Bindesh was the Group Chief 
Risk Officer for Intermediate Capital Group (ICG), a 
FTSE 250-listed alternative asset manager. During his 
tenure Bindesh developed ICG’s risk framework and was 
responsible for Risk, Compliance and Legal.
John Reifsnider joined Pendal Group as Chief 
Executive Officer of Pendal USA in July 2021. 
He is based in Richmond, USA.
John has over 30 years’ experience in investment 
management and is responsible for the day-to-day 
management of the USA arm of Pendal Group. John 
has been with Thompson, Siegel & Walmsley LLC 
(TSW) in Richmond, Virginia for over 16 years. He 
was appointed Co-President of TSW in September 
2018 and Chief Executive Officer in 2020. Before 
joining TSW in 2005, he was a Founding Member of 
Atlantic Capital Management, LLC, responsible for 
business development and client service. 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

22  |  Pendal Group
Cameron Williamson 
BAcc CA
Group Chief 
Financial Officer
Cameron Williamson was appointed as Group Chief 
Financial Officer in February 2010. He is based in 
Sydney Australia.
Cameron has over 20 years’ experience in the wealth and 
asset management industry and is responsible for Pendal 
Group’s overall financial operations, reporting, business 
planning and investor relations. He joined the Company 
in January 2008 as the Company’s Financial Controller. 
He acted as the Company’s Chief Financial Officer for 
12 months before his permanent appointment to the role 
in February 2010. Prior to joining the Company, Cameron 
held Chief Financial Officer and Company Secretary 
responsibilities at Clairvest Group, a mid-market private 
equity group in Toronto, as well as finance roles with 
Franklin Templeton and CIBC World Markets in Toronto, 
UBS in the UK and KPMG in Adelaide.
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  23
 
 
Principal activities 
The principal activity of Pendal Group during the 2022 Financial Year was the provision of investment management services. There 
has been no significant change in the nature of this activity during the year ended 30 September 2022.  
Operating and Financial Review  
The Operating and Financial Review (OFR) containing information on the operations and financial position of Pendal Group is set out 
in the Letter from the Chairman and Group CEO and Global Operating Review on pages 2 to 15 of this Annual Report. 
Business Review  
The net profit after tax (Statutory NPAT) of the Group for the year was $112.8 million (2021: $164.7 million), a decline of 31.5 per cent 
on the prior corresponding period (pcp), substantially impacted by the market movement in the Group’s seed investment portfolio 
year on year.  
The Group’s preferred measure of business performance, underlying profit after tax (UPAT), increased during the year to $194.2 
million (2021: $165.3 million), up 17.5 per cent and underlying earnings per share rose to 50.7 cents per share, a 5.3 per cent 
increase. 
During the year the Group’s funds under management (FUM) declined by 24.9 per cent to $104.5 billion (2021: $139.2 billion) due to 
a weaker market environment and net outflows of $14.0 billion, as clients globally de-risked portfolios. For the 12 months to 30 
September 2022, the MSCI ACWI Index in local currency terms declined by 17.7 per cent while the S&P 500 (-16.8 per cent), All 
Ordinaries Index (-12.5 per cent) and FTSE 100 (-2.7 per cent) also fell.  
The US saw net outflows of $5.6 billion as clients repositioned their international equity portfolios in response to rising geopolitical 
tensions and inflationary concerns. In the EUKA region there were outflows of $3.9 billion, substantially across global equities and 
the UK and European strategies. Flows did see an improvement in the September 2022 quarter, and there were positive inflows into 
the impact and sustainable product range through the year. Australia also saw net outflows of $4.5 billion, particularly from larger 
institutional clients, while there were positive flows in the higher margin wholesale channel, a pleasing outcome given the 
challenging environment.  
The Group’s operating revenue increased by 8.2 per cent to $629.7 million (2021: $581.9 million). Base management fees for the 
financial year were $577.0 million, a 10.4 per cent increase on the prior year due to higher average FUM levels (+15.2 per cent) which 
included the first full year of FUM relating to the acquisition of Thompson, Siegel & Walmsley LLC (TSW) in July 2021. Average fee 
margins for the Group were at 46 basis points (bps) (2021: 48 bps) reflecting the addition of TSW and its lower margin institutional 
book. Performance fees were $51.9 million (2021: $57.5 million), with notable contributions from the JOHCM Global Select strategy 
and the Pendal MicroCap strategy.  
Total operating expenses increased 6.7 per cent to $403.2 million (2021: $377.8 million), largely attributable to the TSW acquisition 
and ongoing strategic initiatives including the build out of European distribution capabilities and migration of Australian back-office 
services to Northern Trust. Costs were closely managed through the year in light of the decline in FUM, contributing to an expansion 
of the operating margin to 36.0 per cent (2021: 35.1 percent) while the overall compensation ratio of 46.8 per cent (2021: 47.3 per 
cent) was stable.  
Non-operating items had a significant impact on statutory profits for the year, as market volatility resulted in losses on the Group’s 
seed investment portfolio of $37.3 million which unwound investment gains in the prior year of $38.7 million. Amortisation and 
impairment charges relating to the Group’s intangible assets totalled $45.2 million for the year (2021: $12.1 million), following the 
addition of substantial investment management contract intangibles on the acquisition of TSW in 2021.    
Reconciliation of Statutory NPAT to UPAT 
2022 
$’000 
2021 
$’000 
Statutory NPAT  
112,767 
164,702 
Amortisation and impairment of intangibles1 
45,176 
12,104 
Net (gains)/losses on financial assets held at fair value through profit or loss (FVTPL)2 
37,337 
(38,743) 
Transaction and integration costs3 
12,403 
16,002 
Adjust for tax effect 
(13,529) 
11,236 
Underlying profit after tax (UPAT) 
194,154 
165,301 
 
1 Amortisation and impairment of intangibles relates to fund and investment management contracts and trademarks. 
2 Net gains or losses on financial assets held at FVTPL primarily relate to seed investments in pooled funds managed by Pendal Group. 
3 Transaction and integration costs relate to the acquisition of Thompson, Siegel & Walmsley LLC (TSW) during the 2021 Financial Year and the 
proposed Scheme of Arrangement with Perpetual Limited during the 2022 Financial Year. 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

24  |  Pendal Group
 
 
Strategic priorities 
The Group made progress on its strategic priorities during the 2022 Financial Year, including expansion of our global distribution 
footprint in key growth markets, broadening our product offering and ESG/ RI capabilities and streamlining our global infrastructure.  
During the 2022 Financial Year, two TSW funds were added to the Group’s proprietary mutual fund range and the combined US 
sales team began working together on cross-selling opportunities. The Group expanded its regulatory licence with the Central Bank 
of Ireland (CBI) which has enabled branches to be established in Paris and Munich and broadened the distribution capability into 
continental Europe.  
The ESG/ RI product offering was expanded with the launch of the Regnan Sustainable Water and Waste strategy for the UK and 
European markets, with the strategy receiving encouraging initial client support.   
The global operating platform was further streamlined during the year with the separation from Westpac back-office services for the 
Australian business and transition to global custodian, Northern Trust.  
The Global Executive Committee welcomed two new members, strengthening global functional representation on the Committee, 
with the addition of Mr Justin Howell, Group Chief Operations Officer (previously Chief Operating Officer of Pendal Australia) and Ms 
Claudia Henderson, Group Chief Human Resources Officer. 
Proposed Scheme of Arrangement with Perpetual Limited (Perpetual) 
Pendal Group announced on 25 August 2022 that it had entered into a binding Scheme Implementation Deed (SID) with Perpetual 
Limited (ASX: PPT) under which 100% of Pendal’s shares would be acquired for consideration of 1 Perpetual share for every 7.5 
Pendal shares plus $1.976 cash for each Pendal share.4  
The Scheme is conditional upon Pendal shareholder approval at a Scheme Meeting, Court approval, regulatory approvals and 
certain other conditions outlined in the SID. 
The Scheme Booklet, containing information in relation to the transaction, the reasons for the Pendal Board of Directors’ 
recommendation, an Independent Expert’s Report and details of the Scheme, is expected to be released to the ASX in November 
2022. Pendal appointed Kroll Australia Pty Ltd as the Independent Expert. 
Subject to Court approval, the Scheme Meeting is expected to be held in December 2022 and, if approved, the transaction is 
expected to complete in January 2023. 
The Pendal Board unanimously recommends that Pendal shareholders vote in favour of the Scheme, in the absence of a Superior 
Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of 
shareholders. Pendal Directors intend to vote all shares they hold or control in favour of the Scheme, subject to these same 
conditions.  
Board changes 
Mr Andrew Fay retired at the conclusion of the AGM in December 2021, having served on the Board since 2011. Mr Fay made a 
meaningful and significant contribution to the Group as Chair of the Audit and Risk Committee and subsequently as Chair of the 
Remuneration and Nominations Committee. 
In January 2022, Mr James Evans retired as Chairman of Pendal Group Limited, having served on the Board since 2010 and as 
Chairman since 2013. During this time, Mr Evans played a valuable role in developing the business from an Australian-only fund 
manager into a global asset management business, with the Group acquiring the UK-headquartered J O Hambro Capital 
Management (JOHCM) which then expanded into the US market, and most recently acquiring the US-based TSW in 2021.  
Mrs Deborah Page AM was appointed as Chair of the Board of Pendal Group effective on Mr Evans’ retirement. Mrs Page has served 
on the Board since 2014, including as Chair of the Audit and Risk Committee since 2016.  
Mr Ben Heap was appointed as an independent non-executive Director of Pendal Group Limited effective 1 March 2022. An 
experienced ASX-listed director, Mr Heap brings to the Board international expertise in the asset management industry as well as 
deep knowledge in new technologies. 
 
 
 
4 Pendal shareholders will also have the flexibility of a mix and match option under the Scheme where they are able to elect maximum cash or maximum 
share Scheme Consideration, subject to applicable caps. The cash component of the Scheme Consideration would be reduced by the amount of 
Pendal Group’s final 2022 dividend. 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  25
 
 
Dividends 
The Directors have resolved to pay a final dividend of 3.5 cents (100 per cent franked5) per share (2021: 24.0 cents per share 10 per 
cent franked) on ordinary shares. The amount of the final dividend has been considered with regard to the proposed Scheme and 
expected timing of implementation, noting that the cash component of the Scheme consideration would be reduced by the amount 
of the final dividend. The amount of dividend, which has not been recognised as a liability at 30 September 2022, is $12.9 million 
(2021: $89.1 million). The Company paid an interim dividend of 21.0 cents per share ($77.6 million) on 1 July 2022. 
 
Equity dividends on ordinary shares 
2022 
$’000 
2021 
$’000 
(a) 
Dividends declared and paid during the financial year 
  
  
 
Final 10 per cent franked5 dividend for the 2021 Financial Year: 24.0 cents per share  
(2020 Financial Year: 22.0 cents per share 10 per cent franked) 
88,520 
68,532 
 
Interim 10 per cent franked5 dividend for the 2022 Financial Year: 21.0 cents per share  
(2021 Financial Year: 17.0 cents per share 10 per cent franked) 
77,558 
53,122 
 
 
166,078 
121,654 
(b) 
Dividends proposed to be paid subsequent to the end of the financial year  
and not recognised as a liability 
 
 
 
Final dividend for the 2022 Financial Year 3.5 cents (100 per cent franked) per share  
(2021 Financial Year: 24.0 cents per share 10 per cent franked) 
12,923 
89,053 
 
Significant changes in the state of affairs 
There have been no other significant changes in the state of affairs of Pendal Group during the 2022 Financial Year. 
Matters subsequent to the end of the financial year 
There are no matters or circumstances which are not otherwise reflected in the Financial Report that have arisen subsequent to the 
balance date, which have significantly affected or may significantly affect the operations of Pendal Group, the results of those 
operations or the state of affairs of the Group in subsequent financial periods. 
Likely developments and expected results of operations 
The OFR6 sets out the information on the business strategies and prospects for future financial years. Information in the OFR is 
provided to enable shareholders to make an informed assessment about the business strategies and prospects for future financial 
years of Pendal Group.  
Environmental regulations 
The operations of Pendal Group are not subject to any particular or significant environmental regulation under any law of the 
Commonwealth of Australia or of any state or territory thereof. 
The Group has not incurred any liability (including rectification costs) under any environmental legislation. 
Indemnities and insurance 
In accordance with the provisions of the Corporations Act 2001 (Cth), Pendal Group has insurance policies covering directors' and 
officers' liabilities. Under the terms of the policies, disclosure of the amount of cover and premiums paid is prohibited. 
 
 
 
5 The whole of the unfranked amount of the dividend was Conduit Foreign Income, as defined in the Income Tax Assessment Act 1997 (Cth). 
6 Refer to the Letter from the Chairman and Group CEO and Global Operating Review on pages 2 to 15 of the Annual Report accompanying this 
Directors’ Report. 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

26  |  Pendal Group
A message from the Chair of the People, Culture and Remuneration Committee  
On behalf of the Board, I present the Pendal Group Remuneration Report for the 2022 Financial Year. Our Remuneration Report is 
designed to demonstrate the link between strategy, performance and remuneration outcomes for Key Management Personnel and 
report on the remuneration arrangements for Non-Executive Directors (NEDs). We also provide an overview of our remuneration 
approach for key employee groups, namely our investment managers and sales teams given their significant role in our business. 
The Group’s Global Reward Framework is made up of three key principles that are directly linked to our business strategy. Firstly, 
remuneration is weighted towards medium and long-term share rewards because we want our employees to be aligned to our 
shareholders and have an ownership mindset. Secondly, recruiting exceptional talent relies on market benchmarking, paying fairly 
for skills, ability and responsibility. The third principle is performance accountability which includes delivering annual business 
results within the culture expectations and risk appetite set by the Board. The Board applies these principles to attract and retain 
the talent necessary to deliver for our clients and create long-term value for our shareholders.  
In the 2022 Financial Year, Pendal Group's Board and management maintained their strong focus on building a best-in-class global 
investment management platform while ensuring that the company continues to attract and retain some of the most respected 
investment talent in the world. The Group also continued to adhere to its policy of maintaining the alignment between its employees 
and shareholders.  
No fixed remuneration increases were awarded to the Global Executive Committee (GEC) in the 2022 Financial Year, other than 
statutory superannuation increases applicable to those based in Australia. The Group’s overall performance has been reflected in 
the GEC’s variable remuneration outcomes, with Short Term Incentive (STI) outcomes aligned to individual performance against 
Key Performance Indicators (KPIs). The average outcome was 99 per cent of target and 54 per cent of maximum opportunity. The 
Group CEO and Managing Director, Nicholas Good, received 94 per cent of target and 47 per cent of maximum opportunity.  
The Board believes the outcomes for the 2022 Financial Year appropriately reflect the balance between employee and shareholder 
interests. The alignment with shareholder returns is also incorporated in remuneration outcomes through the deferral of up to 50 
per cent of STI in Pendal Group shares, vesting over five years with movements in the share price impacting the value of shares 
issued in prior STI payments. Further, as the Cash Earnings Per Share and the Total Shareholder Return hurdles in the 2019 Long 
Term Incentive (LTI), due to vest in 2022, did not meet their targets, Pendal Group executives forfeited 100 per cent of their original 
2019 LTI grants.   
The most significant event this year was the Board’s approval of Perpetual Limited’s offer to acquire Pendal Group, which involved 
extensive due diligence by the Board, management and our advisors and ultimately resulted in the company entering into a binding 
Scheme Implementation Deed with Perpetual. The Directors unanimously view the offer to be in the best interests of our 
shareholders, evaluating it as an opportunity for both companies to realise growth goals on a more accelerated basis, and enable our 
clients to have access to a greater diversity of investment solutions. 
Perpetual’s proposal and the Scheme process requires a number of conditions to be fulfilled, with a timeframe for completion 
expected to reach into January 2023. The Board was mindful of the significant impact the proposal response has had on the 
workload of key individuals, as well as the uncertainty it created over a sustained period. This has necessitated focused leadership 
to maintain ongoing business performance. In response to the changed circumstances arising from the Perpetual proposal, the 
Board approved retention and incentive mechanisms for key individuals and undertook a reweighting of  the GEC’s KPIs. The Board 
view these arrangements as essential to driving the best possible outcome for shareholders. Further details about them are outlined 
in Section 3.   
During the year, we also carried out the following actions to maintain a relevant remuneration framework: 
• 
Reviewed the market effectiveness and design features of existing variable remuneration frameworks in Australia, UK and 
the USA, with an additional focus to harmonise design elements where practically possible; 
• 
Recommended the Board composition for Pendal USA Inc and JOHCM Inc, as well as remuneration arrangements for the 
Group Chief Operations Officer and Group Chief Human Resources Officer;  
• 
Broadened the scope of the Remuneration and Nominations Committee, to include an enhanced focus on people and 
culture, naming it the People, Culture and Remuneration Committee and updating the Committee Charter. This included 
delegating matters related to the composition and remuneration of the Group Board and Subsidiary Boards to a newly 
formed Governance and Nominations Committee; 
• 
Amended relevant employee contracts to provide for the behaviour and conduct requirements of the UK Investment Firms 
Prudential Regime; 
• 
Agreed post Fund Linked Equity fund manager revenue share arrangements; 
• 
Approved conversion and issuance of new offer letters under the Fund Linked Equity Scheme; and 
• 
Received independent remuneration benchmarking for GEC and NEDs from an external consultant. 
We continue to remain fully committed to providing an environment where our employees can flourish while ensuring we deliver 
investment excellence to our clients and striving to maximise value for our shareholders.  
Christopher Jones  
Chair of the People, Culture and Remuneration Committee  
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  27
Introduction to the 2022 Remuneration Report 
The Directors are pleased to present the Remuneration Report for the year ended 30 September 2022. The Remuneration Report 
includes remuneration information for the Company’s Key Management Personnel (KMP) and insights into how fund managers, 
sales teams and other corporate employees are rewarded. 
Report structure 
The Remuneration Report is structured in the following sections: 
Section 
Page 
1. Key Management Personnel 
28 
2. Global Reward Framework 
29 
3. Remuneration Structure 
31 
4. Oversight and governance 
37 
5. Link between remuneration outcomes and group performance 
38 
6. Details of the Global Executive Committee remuneration outcomes 
45 
7. Global Executive Committee members’ employment agreements 
53 
8. Non-Executive Director remuneration 
56 
9. Director and Global Executives’ holdings 
58 
10. Other Disclosure Details 
58 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

28  |  Pendal Group
1. Key Management Personnel 
KMP are defined as those persons who have authority and responsibility for planning, directing and controlling the activities of the 
Pendal Group. The Global Executive Committee (GEC) holds such authority within the Pendal Group and are the reportable 
Executives for the 2022 Financial Year. From 1 October 2021 to 30 September 2022, the KMP for the Pendal Group were the Non-
Executive Directors (NEDs) of the Company and the members of the GEC. 
Andrew Fay retired from the Pendal Board at the conclusion of the 2021 Annual General Meeting on 10 December 2021. Following the 
retirement of James Evans as the Chairman of the Board effective from 17 January 2022, Deborah Page, who has been serving as an 
independent Non-Executive Director since April 2014, was appointed as Chairman. In March 2022, Ben Heap was appointed as an 
independent Non-Executive Director.   
Justin Howell was appointed to the role of Group Chief Operations Officer in November 2021. Claudia Henderson joined Pendal as 
the Group Chief Human Resources Officer in January 2022. 
Non-Executive Directors during the 2022 Financial Year 
Name 
Position 
Term as KMP 
Deborah Page AM1 
Chairman 
Effective from 17 January 2022 
Sally Collier 
Director 
Full year 
Christopher Jones 
Director 
Full year 
Kathryn Matthews  
Director  
Full year 
Ben Heap 
Director 
Effective from 1 March 2022 
Former Non-Executive Directors 
 
 
James Evans 
Chairman 
Retired 17 January 2022 
Andrew Fay 
Director 
Retired 10 December 2021 
1 
Deborah Page has been serving as an independent Non-Executive Director of Pendal Group since April 2014. 
Global Executive Committee during the 2022 Financial Year 
Name 
Position 
Term as KMP 
Nick Good 
Group Chief Executive Officer and Managing Director 
Full year 
Alexandra Altinger 
Chief Executive Officer, JOHCM UK/Europe and Asia 
Full year 
Richard Brandweiner 
Chief Executive Officer, Australia 
Full year 
Claudia Henderson1 
Group Chief Human Resources Officer 
Effective from 24 January 2022 
Justin Howell2 
Group Chief Operations Officer 
Effective from 1 November 2021 
John Reifsnider 
Chief Executive Officer, Pendal USA 
Full year 
Bindesh Savjani 
Group Chief Risk Officer 
Full year 
Cameron Williamson  
Group Chief Financial Officer  
Full year 
Notes: 
1  Claudia Henderson joined Pendal Group as the Group Chief Human Resources Officer, effective from 24 January 2022 and became a member of the GEC. The disclosures 
in this report are from that date onwards. 
2  Justin Howell was appointed to the Group Chief Operations Offer role as of 1 November 2021 and became a member of the GEC. The disclosures in this report are from 
that date onwards. 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  29
2. Global Reward Framework  
Pendal Group’s remuneration approach is directly aligned to our Corporate Vision and Strategic Priorities. The success of our 
reward framework is evidenced by our long-term business growth and the attraction and retention track record of our investment 
talent and corporate employees. Below are further details of our framework and how it links to the Company’s strategy. Further, in 
the Remuneration Report there are illustrations of our historical results for Total Shareholder Return (TSR) and Earnings Per Share 
(EPS) performance. The hurdles in our LTI Plan continue to align our Executives to our shareholders at a time of significant change 
in the industry and through periods of extreme market volatility. 
Pendal Group Corporate Vision 
 
To be a global asset management business 
that delivers exceptional investment 
returns to clients by attracting and retaining 
superior investment talent. 
Pendal Group Strategic Priorities  
• 
Attract and retain investment talent that creates a portfolio of 
complementary strategies 
• 
Preserve investment performance through disciplined capacity 
management 
• 
Develop extension strategies and new products in line with evolving client 
needs 
• 
Build out and leverage our global distribution network to drive new client 
relationships 
• 
Develop world class Environmental, Social and Governance/Responsible 
Investment capability 
• 
Invest in technology to provide for future long-term growth, drive 
efficiencies and better serve our clients 
 
Pendal Reward Framework 
A Global Total Reward Framework aligns our Corporate Vision and Strategy to deliver a balance between short-term 
achievement and long-term performance. Our remuneration policies are framed by three principles and weighted towards 
longer term rewards encouraging share ownership that aligns our employees’ interests to our shareholders. 
Reward Principles
Recruit Exceptional Talent
Performance 
Accountability
Ownership 
Mindset
Short Term
Incentives 
Cash
Long Term
Incentive
Short Term
Incentive 
Deferral
Fixed 
Remuneration
E
q
u
it
y 
R
e
w
a
r
d
C
a
s
h 
R
e
w
a
r
d
Fixed Remuneration
• Set to attract exceptional talent
• Benchmarked to market and rewards 
individuals for the skills, attributes and 
accountabilities in the role and includes 
salary, benefits and any statutory 
entitlements 
Considerations 
• Scope of individual’s role, level of 
knowledge, skills and expertise
• Individual performance
• Market benchmarking
• Internal relativities
Long Term Incentive (LTI) – 
Performance Reward Scheme 
(PRS)
• Further detail to be found in 
Section 5
• On invitation basis only
• Performance Share Rights are 
issued for no consideration
• Long term targets
• Two equally weighted 
performance hurdles;
- one measured against the 
S&P/ASX 200 Accumulation 
Index; and
- the other measured on 
Underlying EPS   growth 
• Both performance hurdles are 
measured over three years
Short Term Incentives (STI) Deferral
• Aligned to Executive ownership and 
shareholder alignment. Subject to 
quantum up to 50% of the annual STI is 
delivered in Pendal Group shares with 
vesting periods of up to five years 
• This element of reward represents a 
significant deferral of annual remuneration 
and it is designed to foster sustainable 
growth and sound financial, operational 
and risk management practices 
Performance Conditions
• Time based and encourages 
long-term decision-making 
Short Term Incentives (STI) Cash 
• Board sets annual performance 
expectations for payment of bonuses 
and determines bonus pools
• Payments are funded by business 
performance
• Individual STI target range is
determined by role
Performance Conditions
• Objectives are set to deliver annual 
operating plans and progress against 
strategy. They are clearly defined, 
measurable and are agreed at the 
beginning of the year. Measures include:
- Group UPAT or Divisional Operating Profit
- Base Management Fee Revenue
- Progress against growth strategy 
objectives
- Progress towards business
development objectives 
- Investment Performance 
- Risk Management and Operational 
Effectiveness
1  Previously Cash EPS was used. Further details are provided on page 42 of this report. 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

30  |  Pendal Group
Risk management is a fundamental consideration for Pendal Group when determining variable remuneration outcomes. The Pendal 
Group risk management culture is supported by its reward framework, with sound risk management practices incorporated into 
variable remuneration arrangements including: 
• Employees being ineligible for a variable remuneration payment if they exhibit poor risk behaviours; 
• Incorporating risk management performance measures in all GEC members' scorecards; 
• Reviewing the alignment between remuneration outcomes and performance achievement for incentive plans on an annual basis; 
• Deferring a significant portion of variable remuneration in Pendal Performance Share Rights and restricted shares to align 
employee remuneration with shareholders; 
• Assessing outcomes with longer term Company performance; 
• An ability for the Board to adjust incentive payments, if required; 
• A provision for the Board to lapse variable remuneration (Pendal Performance Share Rights and restricted shares) in certain 
circumstances; 
• Continuous monitoring of remuneration outcomes by the Board, to ensure that results are promoting behaviours that support 
Pendal Group’s long-term financial position and the desired culture; and 
• Ongoing review of existing reward frameworks across different employee groups, businesses and jurisdictions with a view to 
encourage responsible business conduct and to support prudent risk taking. 
Target remuneration mix 
The People, Culture and Remuneration Committee sets a target remuneration mix. The elements are set referring to market 
benchmarking and are designed to attract and retain the calibre of executives required to drive Pendal Group’s strategic outcomes. 
Charts 1 and 2 below outline the target remuneration mix. Fixed remuneration represents the sum of annual base salary, 
superannuation guarantee payments (for executives based in Australia), and pension/retirement benefits (for executives outside 
Australia). Actual variable remuneration outcomes will depend on achievement against performance measures of both short-term 
and long-term incentives. The cash portion of STI awards are paid to members of the GEC in December each year. Any year-on-year 
changes to the charts below reflect changes to Group Executives or their remuneration. 
 
Charts 1 and 2: Global Executive Committee – target remuneration mix 
50%
25%
25%
35%
40%
25%
Chart 1: Group and Regional CEOs Target
Remuneration Mix
Chart 2: Group CRO, CFO, COO and CHRO
Target Remuneration Mix
Fixed Remuneration
Equity variable reward
Cash variable reward
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  31
3. Remuneration Structure  
Special Arrangements in response to Perpetual Offer 
Since the initial proposal from Perpetual in April 2022, the Board and a Pendal transaction team, which includes some 
GEC members, have been required to take on additional responsibilities and high workloads, on top of their normal duties 
and accountabilities.  
To drive the best possible results for shareholders, the Board used a combination of discretionary measures to fairly compensate 
critical talent who were involved in the response to the Perpetual offer, acknowledging the material change in their workload over a 
sustained period as they work toward obtaining shareholder and final court approvals for the Scheme of Arrangement, which is 
expected to extend to early 2023. 
Three arrangements were implemented to retain and incentivise employees, namely: 
1. 
To incentivise focused leadership through the negotiation with Perpetual, the Board reweighted the KPIs in each GEC 
member’s balanced scorecard, adding a ‘Response to the Perpetual Proposal’ KPI. The weighting applied for this KPI to each 
GEC member was differentiated to reflect their relative contribution to the due diligence and Scheme processes. Fifty percent of 
the amount awarded to the Group CEO in respect of this KPI is payable within the overall 2022 Financial Year STI outcome, with 
the balance contingent on the successful implementation of the Scheme. For other GEC members, 70 per cent of the amount 
attributable to this KPI is payable within their overall 2022 Financial Year STI outcome, while the balance is contingent on the 
successful implementation of the Scheme. 
2. 
In order to retain our critical leadership during this extended period of uncertainty, the Board approved a cash retention 
payment for eligible GEC members of up to 50 per cent of their fixed remuneration (or base salary for overseas located 
members). One hundred percent of the retention payment is payable on the successful implementation of the Scheme, however 
should the Scheme not progress to completion, then 30 per cent of the total amount will become payable. This payment does 
not apply if the combination of the retention and unvested equity that would vest at transaction close exceeds 150 per cent of 
fixed remuneration. 
3. 
To fairly compensate eligible GEC members for the significant work volume sustained over a long period of time, the Board also 
approved a discretionary cash payment of, on average, up to 55 per cent of fixed remuneration (or base salary for overseas 
located members). For GEC members, other than the Group CEO, 70 per cent was awarded at 30 September 2022 and is 
payable in December 2022, and 30 per cent is contingent on the successful implementation of the Scheme. For the Group CEO, 
50 per cent was awarded at 30 September 2022 and is payable in December 2022, while the balance is contingent on the 
successful implementation of the Scheme. 
Group CEO Remuneration 
Details of Mr Good’s remuneration package is summarised in this section: 
• Base Cash Salary of US Dollars 600,000; 
• Target STI of US Dollars 950,000 with a STI floor of US Dollars 0 and a maximum range of US Dollars 1.9 million for performance 
that exceeds aggregate Key Performance Indicators; and 
• LTI opportunity of US Dollars 750,000. 
The actual outcome of variable pay reflects the Board’s assessment against clearly specified performance indicators. Performance 
indicators are designed to create sustainable shareholder value and are scaled to reflect profit outcomes. Mr Good’s LTI and the 
component of STI deferred into equity provide a direct link to real earnings and shareholder value creation in the medium to long 
term. Pendal Group is committed to providing LTI only where justified by Company performance. 
A significant proportion of the Group CEO’s variable reward – the STI deferral and the vesting or forfeiture of the LTI component of 
his remuneration - are impacted by increases and decreases in the share price over time. Pendal determines the value of underlying 
shares for both STI deferral and LTI grants at the time of allocation, not at the time of vesting. Therefore, the Group CEO continues 
to carry exposure to share price movements during the vesting period for both types of awards. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

32  |  Pendal Group
Graph 1: Group CEO’s Variable Reward over time 
 
1  FY10 to FY20 represents the previous Group CEO's remuneration. 
2  FY21 onwards represents Nick Good’s remuneration. The table below outlines the Group CEO’s remuneration structure. 
 
The table below outlines the Group CEO’s remuneration structure. 
Remuneration component 
Description 
Fixed Remuneration 
Nick Good is located in the USA and is remunerated in US Dollars. His base salary is US Dollars 600,000. Mr Good is also 
eligible for 401K contributions and non-monetary benefits including health and other employment related benefits. 
Target STI 
The Group CEO’s target STI opportunity is determined annually by the Board with reference to external market benchmarking. 
The Group CEO’s target STI is US Dollars 950,000 with a STI floor of US Dollars 0 and a maximum range of US Dollars 1.9 
million subject to Pendal’s performance and the executive’s performance during the 2022 Financial Year. 
The Board has the discretion to vary the Group CEO’s awarded STI outcome (up or down) with consideration to Pendal Group’s 
financial performance and the Group CEO’s overall performance. 
The Group CEO’s awarded STI outcome is approved annually by the Board. Fifty per cent of the awarded STI is delivered as 
cash, with the remaining 50 per cent deferred into restricted shares that vest equally over five years. This provides long-term 
exposure to the share price movement in addition to the separate LTI award. 
 
For the 2022 Financial Year, the Group CEO’s KPIs included the following. 
 
Financial 
Underlying Profit after Tax (UPAT) 
Base Management Fee Revenue (targets previously agreed with Board) 
Deliver on Growth 
priorities 
Deliver on strategic objectives that support building Pendal's global business 
Distribution capability, successfully execute on the global operating platform plan; and 
Develop product diversification strategy. 
Business management 
Progress towards the development of effective employee retention and reward 
frameworks; and  
Strengthening of succession plans. 
Investment performance 
Deliver exceptional investment performance. 
Risk management and 
operational 
effectiveness 
Effective risk management and operational risk framework that embeds a quality risk 
culture to ensure the business operates within the agreed Risk Appetite framework 
with sound outcomes; and  
A robust operational platform is utilised with the right governance structures, 
processes and resources to support the business model and strategy including Brexit 
developments. 
Response to the 
Perpetual Proposal 
Successful leadership of the business in response to the Perpetual offer and focus on 
shareholder outcomes. 
 
The Group CEO’s performance against these KPIs is outlined in Section 5 of this Report. 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  33
Remuneration component 
Description 
LTI grant 
At Pendal's 2021 AGM, Mr Good was granted an initial award of restricted Pendal Group Limited (PDL) Performance Share 
Rights (PSRs) for no consideration. The number of PSRs to be offered were determined by dividing the value of the award in 
Australian Dollar equivalent by the 5-day volume weighted average price (VWAP) of one ordinary share of PDL immediately 
prior to the start of the performance period. 
The award is subject to two equally weighted hurdles, measured over three years: 
a) 50 per cent subject to relative TSR performance; and 
b) 50 per cent subject to Underlying EPS growth. 
Hurdles are designed to be reasonably stable over the cycle. 
 
TSR Rights performance hurdle 
The TSR portion of awards vests as follows, subject to relative performance against the constituents of the S&P/ASX 200 Index 
on the date of the award. 
 
TSR performance 
Percentage of TSR award to vest 
Below the median of the S&P/ASX200 
Nil 
At median of the S&P/ASX200 
50% 
Between median and the 75th Percentile 
Vesting occurs on a straight-line basis from 50% to 100% 
At or above the 75th Percentile 
100% 
 
Underlying EPS Rights performance hurdle 
The Underlying EPS portion of awards vests as follows, based on compounded annual growth rate (CAGR) performance. 
 
Underlying EPS over the performance period 
 
Percentage of underlying EPS award to vest 
Less than or equal to 5% 
Nil 
At 5% 
50% 
More than 5% but less than 10% 
Vesting occurs on a straight-line basis from 50% to 100% 
At or above 10% 
100% 
 
Details of equity based remuneration  
Details of the various equity-based reward plans are noted in the table below. As of 30 September 2022, approximately 9.3 per cent 
of the share register represents employee interests. From a governance and administration perspective, external Trustees are 
responsible for managing the employee equity plan trusts which the Group uses to facilitate the acquisition and holding of shares for 
employee incentive arrangements. 
In accordance with the disclosure requirements under ASX Listing Rule 4.10.22, during the 2022 Financial Year, it should be noted 
that the Trustee of the Pendal Group Employee Benefit Trust acquired a total of 8,565,028 PDL shares at an average price of $6.84 
totalling $58.6 million. These securities were acquired to satisfy the Pendal Group’s obligations under various employee 
equity plans. 
The number of shares allocated to employees at grant date is based on the value of the equity award they received as part of their 
variable reward outcome. 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

34  |  Pendal Group
Equity-based employee reward schemes/plans 
Variable Reward 
Scheme/Plan 
Description 
Participants 
Pendal Australia 
Corporate Variable 
Reward (VR) Scheme, 
CEO, Pendal Australia 
VR Plan, JOHCM  
Senior Staff Bonus 
Scheme, JOHCM 
General Staff Bonus 
Scheme and TSW VR 
Plan 
The schemes are designed to reward performance specifically for senior and general employees 
(including the CEO, Pendal Australia, CEO, JOHCM UK/Europe and Asia and CEO, Pendal USA) who work 
within the Group’s businesses and who do not participate in a revenue share arrangement. The variable 
component for each individual employee is set annually and is based on regular analysis of competitor 
market data for each role. 
The schemes are linked to the performance of the regional businesses through the creation of variable 
reward (VR) pools from which employees are paid their variable reward outcomes. The size of the variable 
reward pool considers individual performance and performance against financial objectives. With the 
exception of the General Staff Bonus Scheme, these plans typically apply compulsory deferral into PDL 
equity subject to bonus levels. The TSW schemes were introduced from July 2021 post the completion of 
the acquisition of the TSW business by Pendal Group on 23 July 2021. 
General staff and 
corporate roles 
including GEC 
members and 
investment teams not 
covered by the 
Boutique VR Scheme 
Sales Incentive Plans  
The Sales Incentive Plans are designed to reward performance specifically for business development 
managers who work within the Pendal Australia, JOHCM and TSW sales teams.  
Awards are determined based on a range of factors, including client retention, actual sales performance, 
cross-selling, and other team behaviours. Compulsory variable reward deferral applies to these plans. 
Sales roles  
Pendal Australia and 
JOHCM Performance 
Reward Schemes 
(PRS) 
The PRS was implemented in 2012 and is a broad-based LTI program which provides all eligible corporate 
employees with an amount of equity in the form of Performance Share Rights, aimed at rewarding 
success. Vesting of PRS awards is contingent on Underlying EPS and TSR performance hurdles being met 
at the end of a three-year performance period. PRS awards granted in 2019 were tested against 
performance hurdles at the end of the 2022 Financial Year. Vesting outcomes for 2019 PRS awards are set 
out in Graphs 4a and 4b. 
Corporate roles 
including the Group 
CEO and other GEC 
members and 
investment teams not 
covered by the Pendal 
Australia Boutique VR 
Scheme 
Pendal Australia 
Boutique Variable 
Reward (VR) Scheme 
The Boutique VR Scheme seeks to reward performance specifically for investment employees who are in 
boutiques on a revenue share arrangement. For the 2022 Financial Year, the Equity Strategies, Income & 
Fixed Interest and Global Equities boutiques operated under their own arrangements, as per the Boutique 
VR Scheme. The VR pool for each boutique is based on an agreed formula that accounts for profit share 
directly attributable to the boutique. Compulsory deferral in to PDL equity applies to these plans.  
Some funds attract performance fees. In the event an investment strategy exceeds a pre-determined 
performance hurdle for a specific fund over the measurement period (generally for the 12 month period 
ending 30 June) a performance fee is paid by the client. The performance fee is shared between the fund 
management team and the Company. 
Fund managers 
JOHCM Fund 
Manager 
Remuneration 
Schemes (FMRS) 
The FMRS are designed to recognise and reward fund managers for growth in the strategies they manage 
and asset/client retention. The FMRS caters for two plans; a legacy plan and the JOHCM Fund Linked 
Equity (FLE) Scheme. Fund managers managing more established funds receive a variable reward 
opportunity as part of a revenue share arrangement, with a portion of the variable reward deferred into 
PDL equity with a vesting period of up to five years.  
Fund managers managing new funds are eligible to participate in the FLE Scheme that rewards for 
business building outcomes measured through funds under management (FUM). Fund managers can 
also choose not to participate in the FLE Scheme.  
Some funds attract performance fees. In the event an investment strategy exceeds a pre-determined 
performance hurdle for a specific fund in the calendar year, a performance fee is paid by the client. 
The performance fee is shared between the fund management team and the Company. Further detail on 
the FLE Scheme is outlined in the fund manager remuneration section. 
Fund managers 
TSW Fund Manager 
Remuneration 
Scheme 
In line with the principles of rewarding fund managers on a revenue share arrangement the TSW Fund 
Manager Remuneration Scheme is a pool of funds based on a revenue share for retaining clients and a 
revenue share rewarding for growth. This creates a bonus pool that is then distributed amongst the 
investment team based on individual performance and contribution to the overall success of the business. 
Compulsory deferral into PDL equity and eligible TSW funds applies to this plan. 
Fund managers 
JOHCM Long-Term 
Retention Equity 
The JOHCM Long-Term Incentive Retention Equity plan provides for long-term retention of certain fund 
managers linked to individual performance. Part of the LTI plan is time-based where a portion of the 
variable reward is issued as equity and vests over a period up to six years. Selected employees are also 
issued retention equity which vests over a specified holding period or after cessation of employment, 
provided certain conditions have been satisfied. 
Fund managers 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  35
Fund manager remuneration 
This section describes our approach to fund manager remuneration to provide shareholders with further insight into our 
business model. 
Fund managers are provided fixed remuneration at market competitive rates, approved at the beginning of the financial year by the 
relevant CEO. 
In Australia, variable remuneration is based on a profit share approach. Our funds management teams are not awarded a set 
percentage of profits. Each team negotiates an arrangement with the CEO upon joining the Pendal Group. Our bespoke approach 
makes sure that the variable reward delivered to teams and fund managers reflects the value each team adds to the Group and its 
shareholders. 
Where revenue is directly attributable to the skill and efforts of the funds management team (e.g. performance fees) this will 
generally attract a greater profit share percentage. 
Outside Australia, the revenue share arrangements with fund managers within the JOHCM Group and TSW are based on a different 
formula and may differ between more established funds and newer investment strategies. Performance fees similarly attract a 
greater revenue share and so fund manager total remuneration will vary over time, depending on the source of funds and 
performance. 
How fund managers earn equity in the business 
Pendal Group seeks to align fund manager remuneration with longer term shareholder interests through equity ownership in the 
business without compromising client outcomes. Equity in the Group is earned by fund managers through a revenue share program 
or the FLE scheme. The fund manager remuneration scheme that a team participates in may vary depending on the lifecycle of their 
fund, the complexity of the team structure and the market in which they operate. 
For JOHCM Group teams managing funds in the early phase of their development, the business offers an FLE program where 
remuneration arrangements have a greater focus on rewarding business building outcomes, such as growth in recurring investment 
management fees. Once teams are rewarded for the development phase of their strategy through the FLE scheme, and the strategy 
becomes more established, the program may transition to a long term scheme that rewards for retention and growth of FUM. This 
scheme is in line with the revenue share principles of the organisation and is designed to retain talent that has delivered investment 
performance. The introduction of a long-term approach supports our ability to retain talent for delivering investment performance 
that has resulted in FUM growth. 
Fund managers can participate in a number of plans as outlined below. 
JOHCM Fund Linked Equity (FLE) Scheme 
To attract new teams and reward for value in newly created strategies, JOHCM operates an FLE Scheme that rewards fund 
managers with PDL equity as a result of growing recurring investment management fees. 
The FLE Scheme was introduced in the 2009 Financial Year, prior to JOHCM becoming part of the Pendal Group. The FLE Scheme 
runs for seven years from product launch. Participating fund managers have the right to partly convert the revenue generated by the 
investment strategy into PDL equity over time, with full conversion required by the end of the seven year period. The conversion 
formula takes revenue generated by the FUM linked to the strategy, applies an after-tax operating margin and then applies a 
multiple to determine an implied market value of the investment strategy. This capitalised value is shared between the fund 
managers and the Pendal Group and is delivered to fund managers in the form of PDL equity. The benefit of the model for 
shareholders is that no equity is granted until FUM and revenue is generated by the strategy.  
When the FLE is exercised, generally PDL shares are issued to satisfy the FLE conversion. The cost to the business impacts 
Underlying EPS over a period of years as the equity issued is amortised over time. The shares are subject to time vesting restrictions 
of up to five years as a retention mechanism. In return, the revenue share to which the fund managers are entitled, decreases during 
the 5 year vesting period, which has a positive contribution to PDL revenue. The amount of FUM or firm revenue retained post the 
issuance of shares and the percentage share of revenue to the firm will have an impact on Underlying EPS. As the PDL equity is 
considered to have been earned, it is not subject to further performance hurdles and attracts dividends and voting rights from the 
time of issuance. 
Variable reward in PDL shares 
For teams managing established funds, a portion of the variable reward is mandatorily deferred into PDL equity and vests over five 
years. The deferred shares are not subject to any additional performance conditions, beyond continued employment. Participants 
receive dividends and voting rights from the time of grant. 
The table below summarises the operation of the FLE scheme and how it interacts with fund manager remuneration and key Pendal 
Group metrics. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

36  |  Pendal Group
Operation of plan – JOHCM FLE scheme 
 
Year 0 through to year 3 
Year 3 through to year 7 
Funds under management 
FUM growth over time. 
Revenue from FUM raised in the investment strategy is used as the basis to 
determine rights to PDL equity (i.e. through the conversion ratio). 
Revenue share 
Fund managers remunerated through a 
revenue-share arrangement, based on a 
pre-determined percentage. 
On election by fund managers, a proportion of revenue share can be taken in the 
form of PDL equity (with vesting restrictions over a period of five years). Conversion 
into PDL equity reduces the fund manager’s revenue share percentage during the 5 
year vesting period. Full conversion is required by the end of year seven. 
Equity 
PDL equity granted during the period as 
the revenue share is delivered in cash. 
Equity awarded on FLE conversion approximates the market value for the FLE 
based on revenue generated by the fund (and other market factors). The award of 
equity results in the decrease in revenue share percentage for the fund manager 
and the Group retains a higher proportion of the fund’s revenue. 
Note that restricted PDL shares issued on conversion vest equally over a period of 
five years. 
Underlying EPS 
Reflected in earnings as a result of 
growth in FUM. 
The amount of FUM or firm revenue retained post the issuance of shares and the 
percentage share of revenue to the firm impacts Underlying EPS. 
Participation in the FLE Scheme 
During the 2022 Financial Year 763,948 PDL shares were issued or allocated to satisfy the remaining conversion of the FLE scheme. 
Investment strategies participating in the FLE Scheme represents FUM of $1.0 billion as at 30 September 2022. Based on the FUM 
as at 30 September 2022, the value of PDL equity that may be granted to participants in the FLE Scheme is approximately $3.6 
million over future years. The value of PDL equity to be granted under the FLE Scheme will vary from year to year based on market 
movements, FUM growth, management fee margins, foreign currency, and new teams participating in the FLE Scheme. 
If shares are issued to meet the delivery of the $3.6 million in PDL equity, this would equate to 0.7 million newly issued shares based 
on a theoretical PDL share price of $5.07 in accordance with the FLE Scheme rules. The 0.7 million shares would increase the fully 
diluted share count by 0.2 per cent. 
Assuming other remaining FLE rights are converted into PDL equity at the end of year seven, the estimated number of PDL shares 
to be issued over the coming years is outlined in the table below. 
Investment strategies participating in the FLE scheme 
Financial years 
2023 
2024 
2025 
2026+ 
Estimated number of shares to be issued (m) 
- 
- 
- 
0.7 
 
Notwithstanding the share issuance under the FLE Scheme, shareholders’ portion of revenue from the investment strategies increases 
during the 5 year vesting period of PDL shares (as fund manager share of revenue is reduced). The amount of FUM or firm revenue 
retained post the issuance of shares and the percentage share of revenue to the firm impacts on Underlying EPS. 
For employee incentive arrangements other than the FLE Scheme, PDL equity has been delivered by either purchasing shares on 
market and or accessing shares from employees selling post restrictions. In the case of the FLE Scheme, significant equity 
requirements are planned to be delivered by way of new shares. 
Our business model is designed to provide ’the best of both worlds’ where fund managers operate in an environment that is 
investment-led with independence, where they share in economic value created, have creative independence and an absence of 
bureaucratic structures combined with the strengths of a significant institution providing a strong operational platform covering 
brand, distribution, risk, compliance, back-office. 
The result for funds management teams is that their income each year is a direct function of the financial success of their own efforts 
while their longer term wealth is driven by the success of the overall Group. 
As a result of our approach, our senior fund managers have a significant shareholding in Pendal Group which produces strong 
alignment between the interests of fund managers and shareholders. Consequently, fund managers also have a keen interest in 
Pendal Group dividends and EPS performance. 
By providing equity in a listed entity (i.e. Pendal Group Limited), equity value can be tracked on a daily basis and value can be 
realised over time. We believe this approach has cultivated a performance oriented and stable environment that has aligned fund 
managers to the business, therefore promoting a desirable business for our clients when choosing a suitable fund manager. 
The FLE scheme is a long-term incentive scheme designed to attract investment management talent to the business and reward for 
value in newly created strategies. As the FLE scheme tapers off through the vesting of equity, those fund managers coming off the 
FLE scheme may transition to a long term scheme in line with those managing established funds. The scheme is aligned with the 
revenue share principles of the organisation and is designed to retain talented employees who have delivered investment 
performance. A material component of the revenue share is deferred into PDL equity and into the fund strategies managed by the 
fund manager, with vesting periods up to five years. This aligns the interests of the fund manager with both the Company and clients 
and continues to reward them in line with historical levels. As fund managers transition from one scheme to another, there is an 
upfront cost to the business as it is implemented, however the initial investment will improve the long-term sustainability of the 
Company’s revenue stream as it mitigates the loss of key talent and any resulting in decline in FUM and revenue. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  37
Sales remuneration  
Business development managers within our retail and institutional sales teams are provided market competitive fixed and variable 
remuneration. Consistent with other employee groups, fixed remuneration is reviewed at the beginning of each financial year. 
Variable remuneration has continued to evolve in order to reflect the changing needs of our business and our clients while balancing 
regional differences in approach to remuneration. Generally, awards are now derived by balancing actual sales performance with 
additional indicators of success, such as client retention, cross-selling, and other team behaviours. 
The formula may vary between the institutional sales channel versus the wholesale channels. In line with greater regulatory scrutiny on 
sales practices in the UK and Australia there has been reduced emphasis on direct sales commission. Consistent with fund managers 
and other employees, sales employees are required to take a portion of their variable remuneration in the form of deferred equity, 
vesting between three and five years. 
The time horizon of payments for the sales incentive plans varies between one to three years. Typically, payment outcomes are 
provided over shorter time horizons to reinforce the link between revenue generation and reward. 
4. Oversight and governance  
The Board, through its People, Culture and Remuneration Committee, provides oversight of remuneration and incentive policies. This 
includes specific recommendations on remuneration packages and other terms of employment for senior executives, and fund 
managers. 
In summary, the People, Culture and Remuneration Committee is responsible for the following functions and responsibilities: 
• Review and make recommendations to the Board in relation to remuneration arrangements and policies for the Group CEO, other 
Global Group Executive members and other Senior Executives and appointments; 
• Approve Group equity allocations and Group VR pools; 
• Recommend significant changes in remuneration policy and structure, including employee equity plans and benefits; 
• Review and make recommendations to the Board in relation to the succession plans for the Group CEO and review succession plans 
for other Global Group Executives; and 
• Provide oversight over the Company’s strategic human resource initiatives, including diversity, culture and leadership. 
During the 2022 Financial Year, the Board and the People, Culture and Remuneration Committee actioned the following significant 
items in relation to remuneration arrangements in the table below. 
Significant matters considered during the 2022 Financial Year 
Reviewed and updated KPIs and 
recommended retention 
arrangements and discretionary 
payments in response to the Perpetual 
proposal 
Reviewed the Implications of a potential transaction for remuneration arrangements  
Recommended to the Board the addition of a Perpetual transaction specific KPI to be applicable for all GEC 
members, and use of discretionary payments for key employees involved in the Perpetual proposal 
response. These arrangements were implemented to fairly compensate, retain and incentivise critical talent 
for the material change in their workload. The payments also acknowledge the period of uncertainty and the 
significant timeframe to receive shareholder approval and fulfil the final court approval of the Scheme of 
Arrangement, which is expected to extend to early 2023. 
Conducted a review of existing reward 
schemes and corporate remuneration 
arrangements 
Ongoing evaluation of market effectiveness and design features of variable remuneration frameworks in 
Australia, UK and the USA, with an additional focus to harmonise design elements where practically 
possible. 
Amended relevant employee contracts to provide for the behaviour and conduct requirements of the UK 
Investment Firms Prudential Regime. 
Agreed post Fund Linked Equity fund manager revenue share arrangements which are market competitive 
and aligned with growth 
Recommended Board composition for 
Pendal USA Inc and JOHCM Inc, as 
well as remuneration arrangements for 
group executives    
Recommended to the Board the Board composition of Pendal USA Inc (Pendal USA) and JOHCM (USA) Inc 
(JOHCM USA) and appointment of their respective members. 
Recommended to the Board the remuneration arrangements for the Group Chief Operations Officer and 
Group Chief Human Resources Officer. 
Updated the existing performance 
reward schemes 
Updated the performance reward scheme guidelines of Pendal and JOHCM to reflect the change to  
Pendal's alternative profit measure from Cash Net Profit After Tax (Cash NPAT) to Underlying Profit  
After Tax (UPAT). 
Approved various scheme awards 
Approved conversion for and issuance of new offer letters under the JOHCM FLE Scheme. 
Broadened the scope of Remuneration 
and Nominations Committee, naming 
it the People, Culture and 
Remuneration Committee and 
updating the Committee Charter 
As a reflection of broadening the scope of the Remuneration and Nominations Committee, its name was 
changed to the People, Culture and Remuneration Committee. The newly formed Governance and 
Nominations Committee is responsible for Board remuneration and composition. 
Received independent GEC and NED 
remuneration benchmarking from an 
external consultant 
Reviewed KMP and NED remuneration against benchmark data from ASX listed and UK and US peer 
financial groups.  
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

38  |  Pendal Group
Engagement of remuneration consultants 
The People, Culture and Remuneration Committee has a Charter in place that acknowledges its obligations under the Corporations Act 2001 
(Cth) in respect of remuneration advice or remuneration recommendations for KMP. This includes: 
• Committee approval is required to appoint any remuneration consultant to advise in relation to KMP remuneration; 
• Any advice from the remuneration consultant must be provided directly to the Chair of the Committee and not to management; and 
• Dialogue between KMP to whom the advice relates and the remuneration consultant is precluded. The consultant must provide a 
declaration of their independence from the KMP to whom their recommendations relate. Confirmation that the People, Culture and 
Remuneration Committee's conditions of engagement have been observed is also required. 
By observing these requirements, the People, Culture and Remuneration Committee receives assurance that the remuneration advice and 
recommendations provided by remuneration consultants are independent from management. 
Independent Board advice and services  
Guerdon Associates continued to act as the People, Culture and Remuneration Committee's appointed remuneration advisor. 
No consultants were engaged to provide recommendations to the People, Culture and Remuneration Committee in relation to KMP 
remuneration that fit within the definition of a ‘remuneration recommendation’ under the Corporations Amendment (Improving 
Accountability on Directors and Executive Remuneration) Act 2011 (Cth). 
Services provided to management and the Committee 
The following organisations provided management with remuneration benchmarking data for employees: 
• Financial Institutions Remuneration Group (FIRG) 
• Aon McLagan 
The following organisations provided management with assistance on assessing regulatory impacts on remuneration arrangements: 
• Tapestry Global Compliance Partners  
• PwC and Korn Ferry provided market updates on variable remuneration practices across Australia, UK and the US. 
5. Link between remuneration outcomes and group performance 
Pendal Group’s position against peer groups 
Graph 2 below outlines Nick Good’s annual total remuneration since his appointment as the Group CEO (from April 2021) relative to share 
price performance. It bears noting that the Company did not have an LTI scheme for the previous Group CEO, Mr Gonzalez, until the 2012 
Financial Year, when it was introduced in response to shareholder feedback. The introduction of the Group CEO LTI required alignment with 
the intent of both short and long-term incentives and with shareholder outcomes. On this basis, the STI component decreased, with the 
result that Mr Gonzalez’s remuneration opportunity reduced for three years until the first LTI vesting in 2014. Under both STI deferral and the 
LTI program, the number of underlying shares is determined at grant, ensuring exposure to share price movements during the vesting 
period. 
Except for some minor adjustments to reflect changes in Australian Superannuation Guarantee legislation, the fixed remuneration element 
for the former Group CEO remained unchanged since employment commencement in 2010 until 1 January 2017, when it was increased as per 
the 2017 Remuneration Report. On 1 April 2021, Mr Good took over as Group CEO and Managing Director from Mr Gonzalez. While Mr Good’s 
benefits are reflective of his peers located in the United States, his short and long term incentives as well as the cash and deferred component 
of his target pay mix maintain the close link between the group performance and his remuneration outcomes.  
As can be seen from Graph 2, the Group CEO’s total remuneration is closely aligned with the movement of the share price. In periods where 
the share price has performed well, total remuneration is higher due to the increased value in vested shares issued in previous years. In 
periods where the share price is lower, total remuneration has declined and, in some cases, the value of vested shares is less than at the time 
of grant. The alignment of the Group CEO’s variable remuneration with shareholders is evident. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  39
Graph 2: Group CEO’s Total Remuneration over time 
 
1 
FY21 represents Nick Good’s actual remuneration which is prorated to take into account his change in role on 1 April 2021 and excludes payments for deferred remuneration 
forgone following the commencement of his employment. 
 
How the share of reward is divided 
As part of Pendal Group’s remuneration philosophy, our business model involves sharing revenue amongst fund managers, 
generated by the efforts and skill of the funds management teams with the support of corporate employees, and between 
shareholders and employees via the variable reward schemes. These schemes vary for different groups of employees to reward 
outcomes and behaviours appropriate to their roles and responsibilities. 
The remuneration to employees and the profits attributed to shareholders is outlined in Chart 3. This is calculated by taking into 
account total variable remuneration paid to employees and profits post tax attributed to shareholders. It reflects how employees and 
shareholders are rewarded.  
 
Chart 3: Share of reward1 
26%
8%
53%
13%
28%
9%
49%
14%
FY21
FY22
Shareholder
VR - Revenue Share
VR - Corporate 
VR - Performance Fees
Shareholder
VR - Revenue Share
VR - Corporate 
VR - Performance Fees
 
1 
Share of reward reflects total employee remuneration and Underlying profit after tax (UPAT) attributed to shareholders. 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

40  |  Pendal Group
Graph 3 demonstrates the linkage between Pendal Group performance (i.e. profitability) and overall remuneration outcomes (i.e. 
variable reward and total employee expenses) over the last five years. 
Remuneration outcomes and Pendal Group’s performance are linked primarily via the contracted revenue scheme for the fund 
managers and the variable reward schemes for corporate employees including the Group CEO and other members of the GEC. The 
schemes link variable remuneration to either a change in revenue (as is the case for the fund managers under a revenue sharing 
agreement) or a change in Company profitability (in the case of corporate employees). 
In the 2022 Financial Year, variable and total employee expenses reflect a year where overall business revenue and profits were 
higher. Total employee expenses include both variable and fixed expenses. While variable employee expenses were comparable to 
the prior year, the increase in fixed employee expenses was predominantly due to a full year of TSW employee cost, as well as the 
cost of business expansion in the European region. 
 
Graph 3: VR outcomes compared to Company performance over the last five years 
 
 
Vesting of LTI grants 
The 2019 Financial Year LTI grants awarded to the Group CEO and other GEC members under the Performance Reward Scheme 
have not vested. The number of underlying shares for the awards were determined at grant, ensuring that participants were aligned 
to shareholders during the vesting period. The LTI grants were subject to two performance hurdles, TSR and fully diluted Cash EPS. 
The performance of the hurdles during the three year period was as follows: 
 
1.  Fully Diluted Cash EPS growth: 50 per cent of award. Target range of greater than 5 per cent to 10 per cent annual compound 
growth. Cash EPS over the three year performance period was below 5 per cent, therefore the Cash EPS portion of the award did 
not vest. 
2.  TSR: 50 per cent of award. Target range of ASX 200 median to the top quartile. Pendal Group's TSR over the three-year 
performance period was in the third quartile of the ASX 200 comparator group and so the relative TSR portion of the award did 
not vest. 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  41
Graphs 4a and 4b illustrate the performance against LTI hurdles over time under the Performance Reward Scheme at the end of 
each three year performance period. Effective from the 2021 Financial Year, Pendal replaced Cash EPS with Underlying EPS. 
Graph 4a: Performance Reward Scheme – EPS outcome achieved at the end of each performance period against the LTI hurdle 
for the last five years 
 
Graph 4b: Performance Reward Scheme – TSR % outcome achieved at the end of each performance period against the LTI 
hurdle for the last five years 
 
 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

42  |  Pendal Group
Vesting of LTI grants and link to Pendal Group’s Performance 
Why relative TSR and Underlying EPS hurdles? 
The TSR hurdle of 50-100% is aligned with common market practice to ensure an equitable reward for executives in relation to peer 
executives which is assessed on a similar basis. The TSR ASX 200 peer group represents the primary investable universe from 
which shareholders can choose to invest. Vesting based on Pendal results relative to the ASX 200 provides strong alignment 
between Pendal executives and shareholders in terms of where investor capital may be allocated. There is no change to the TSR 
hurdle. 
Since the Company was listed in 2007, Cash Net Profit After Tax (Cash NPAT) has been used as the alternative profit measure in 
announcing the performance of the business. Cash NPAT will continue to be used when assessing the performance outcome of the 
2019 LTIs as it constituted one of the applicable LTI hurdles when those awards were approved and granted.  
Following a review, Pendal replaced Cash EPS with Underlying EPS as the preferred alternative profit measure effective from the 
2021 Financial Year. Accordingly, for LTI grants issued in December 2020 onwards, Underlying EPS replaced Cash EPS. We believe 
this change is more aligned with market practice and the preferred approach of proxy advisors. It simplifies reporting and the 
treatment of employee expenses in line with statutory accounts. 
Under Cash NPAT, the variable employee expense is fully expensed as a cash item in the year the revenue is earned, whereas under 
UPAT the variable employee expense is amortised over time. UPAT excludes items not considered as a part of the underlying 
earnings of the business (such as gains or losses on the firm’s seed portfolio). 
The EPS hurdles of 5-10% have been set by the Board to encourage management to build a business that is sustainable through 
various economic cycles, irrespective of whether markets rise or fall. The Board set the 5-10% band for Cash and Underlying EPS 
vesting by considering the evidence and expectations for reasonable long-term earnings growth. The goal is to maintain a 
consistent hurdle across the market cycle so that the goals are very clear for management and shareholders, to be realistically 
achievable but not easy, and to represent a result that would produce a healthy return for shareholders. Graphs 5a and 5b below 
provide a historical overview of Pendal Group’s Cash and Underlying EPS and TSR relative performance against the S&P/ASX 200 
Accumulation Index. 
 
Graph 5a: Pendal Group EPS (cents per share) over time 
 
* For the period FY08 – FY19 EPS reflects Cash EPS. Underlying EPS was used from FY20 onward. 
 
 
 
 
 
 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  43
Graph 5b: Pendal yearly TSR and yearly S&P/ASX200 Accumulation Index over time 
 
Group CEO and other Global Executive Committee members’ performance outcomes in the 
2022 Financial Year 
Group CEO performance and short term incentive outcome 
The 2022 Financial Year STI outcome for Mr Good reflects the Board’s assessment of his performance against his KPIs including the 
financial and non-financial measures as outlined below. 
To reflect the significance and importance of the Perpetual offer to acquire Pendal, and to achieve the best possible outcome for 
Pendal’s shareholders, the Board reweighted Mr Good’s KPIs, and assigned a 75% weighting to the ‘Response to the Perpetual 
Proposal’ KPI in support of his leadership and management of the business and all Pendal stakeholders.  
Mr Good’s performance against the specific ‘Response to the Perpetual Proposal’ KPI was rated by the Board as ‘above target’. Fifty 
percent of the STI outcome which is driven by this KPI will be paid within his overall 2022 Financial Year STI outcome, while the 
payment of the balance will take place in the event that Perpetual’s acquisition of Pendal Group is completed.  
Mr Good’s original 2022 Financial Year performance measures remained unchanged however their relative weightings have been 
reduced in the overall performance assessment by the increased weighting assigned to the ‘Response to the Perpetual Proposal’ 
KPI. 
 
Short-Term 
Incentive 
 
Description of key performance indicators and performance 
Performance 
Measure 
Key Performance  
Indicators (KPIs) 
Weighting 
FY22 Performance 
Against KPIs 
Financial 
Underlying Profit After Tax  
Base management fee revenue 
8% 
UPAT was close to target however was below threshold.  
Net flows did not meet the target. 
 
Below target 
Strategic 
Priorities 
Deliver on strategic objectives that 
support building Pendal's global 
business distribution capability, 
successfully execute on the global 
operating platform plan and 
develop product diversification 
strategy. 
6% 
 
Continued to enhance Pendal’s global business distribution capability 
with specific focus on developing the US integration and cross selling 
opportunities; delivering on the European sales build-out and 
accelerating growth in wholesale channels in Australia. Launched 
Water & Waste fund in UK and Europe. 
Despite the effective steps taken to execute on the global operating 
platform plan, progress against the target has been slow particularly 
due to external factors.  
Satisfactory progress was achieved in continuous improvement of 
internal control environment and completion of corporate projects. 
Progress made against developing product diversification strategy 
with several product ideas in the R&D pipeline. 
 
Slightly below target 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

44  |  Pendal Group
Other Global Executive Committee members’ performance 
Each year the Group CEO, taking into account market data and the scope of the role, considers the appropriate variable reward 
target for each member of the GEC. The recommendations are presented to the People, Culture and Remuneration Committee who 
discuss and approve the remuneration package for each individual. Company profitability is an important determinant in senior 
executive variable reward outcomes along with non-financial factors, including risk management. Financial performance indicators 
considered include profitability, expense management and sales performance. 
The Group CEO determines a set of priorities and key deliverables for the Global Executives that align with the strategic goals of the 
business. The Group CEO undertakes a review with each Global Executive and conducts a formal discussion with them about their 
key achievements during the performance year and identifies areas for improvement. The non-financial measures that are 
incorporated differ from one Global Executive to the next depending on the role. These measures are made up of business critical 
objectives such as business strategy, people management, quality and delivery of project work, client satisfaction, support to the 
investment teams, ability to resolve issues, and risk management. This financial year, each GEC member was also assigned a 
‘Response to the Perpetual Proposal’ KPI in alignment with the Group CEO. The weighting of this KPI for each member differed 
according to their relative contribution to the due diligence and Scheme processes. 
Once the objectives are agreed, the Group CEO meets regularly with his direct reports to assess progress and adjust or change 
priorities depending on the needs of the business. A more formal review of achievements and an assessment against objectives is 
carried at least annually. The Group CEO reviews the performance of the GEC members annually with the People, Culture and 
Remuneration Committee. 
 
Long-Term 
Incentive 
Award 
 
Description of key performance indicators and performance 
Performance 
Measure 
Key Performance  
Indicators (KPIs) 
Weighting 
FY22 Performance 
Against KPIs 
Business 
Management 
Progress towards the development 
of effective employee retention and 
reward frameworks and strengthen 
succession plans. 
6% 
Despite significant steps taken throughout the year, further 
improvement is required to fully deliver on this objective. Progress was 
made with succession planning, recruitment of key positions, 
employee communications and reviewing reward frameworks. 
 
Slightly below target 
Investment 
Performance 
Deliver exceptional investment 
performance. 
2.5% 
Key investment strategies outperforming with 73% of FUM over three 
years above benchmarks and 85% of FUM over five years above 
benchmarks. 
 
At target 
Risk Management 
Effective risk management and 
operational risk framework that 
embeds a quality risk culture to 
ensure the business operates 
within the agreed Risk Appetite 
framework with sound outcomes, 
and a robust operational platform is 
utilised with the right governance 
structures, processes and 
resources to support the business 
model and developing plans to 
bring Risk Tolerances into line with 
the Board’s guidelines 
2.5% 
The quality of the risk reporting remained high. In addition to the 
introduction of more regular GEC updates, generally positive control 
assurance provided by auditors, no material gaps or regulatory matters 
were reported, and action items were implemented. 
Maintained the key governance processes and introduced IT and 
operational enhancements, however, several incidents in the EUKA 
business detracted from overall progress.  
Continued to monitor Risk Tolerances and contributed to 
developments of other key actions being taken across the Group. 
 
At target 
Response to the 
Perpetual 
Proposal  
Successful leadership of the 
business in response to the 
Perpetual offer and focus on 
shareholder outcomes 
75% 
Successfully delivered through strong leadership and commitment to 
internal and external stakeholders while managing the steady-state 
needs of the business.  
Ensured the global executive leadership team were aligned on all 
aspects of the Perpetual bid engagement and due diligence process. 
Achieved an increase to the original bid price for shareholders. 
 
Above target 
Description of Long-Term Incentive Award performance hurdles and outcome 
For Mr Good’s LTI award for which performance was measured over three years from 1 October 2019 to 30 September 2022, the TSR and 
Cash EPS performance hurdles were tested. Neither the TSR nor the Cash EPS met their minimum hurdles resulting in 0% vesting and a zero 
award for the LTI award that was issued in the 2019 Financial Year. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  45
6. Details of the Global Executive Committee remuneration outcomes 
The following section contains both statutory (in accordance with applicable accounting standards and regulations) and voluntary 
disclosures of awarded remuneration for KMP. 
Table 1a Short Term Incentive (STI) outcomes for the Global Executive Committee in the 2022 and 2021 Financial Years 
The table below sets out the STI outcomes for each GEC member (each a KMP), for the 2022 and 2021 Financial Years. STI outcomes are 
awarded in both cash and Pendal shares with deferred vesting on the shares. The total STI outcomes exclude amounts that are dependent 
on the completion of the proposed Scheme of Arrangement with Perpetual. 
The number of shares granted to each KMP is subject to the STI outcome with a portion paid in deferred PDL shares. The shares vest over a 
5 year period providing alignment between executives and shareholders. 
Current KMP 
FY 
Cash STI 
($) 
STI deferred 
into Equity 1,2 
($) 
Total STI awarded 
($) 
 
Total STI awarded as  
% STI Maximum 
 
Nick Good3,4 
22 
623,722 
623,722 
1,247,444 
47% 
 
21 
881,267 
426,420 
1,307,687 
70% 
 
Alexandra Altinger5 
22 
392,920 
168,394 
561,314 
40% 
 
21 
571,952 
381,301 
953,253 
68% 
 
Richard Brandweiner 
22 
450,238 
450,238 
900,476 
62% 
 
21 
413,810 
413,810 
827,620 
69% 
 
Claudia Henderson3,6 
22 
261,086 
97,427 
358,513 
64% 
 
21 
- 
- 
- 
- 
 
Justin Howell7 
22 
274,584 
142,416 
417,000 
58% 
 
 
21 
- 
- 
- 
- 
 
John Reifsnider3,8 
22 
196,213 
196,213 
392,426 
23% 
 
 
21 
102,144 
102,144 
204,288 
67% 
 
Bindesh Savjani5 
22 
337,995 
144,855 
482,850 
67% 
 
21 
447,119 
191,623 
638,742 
88% 
 
Cameron Williamson 
22 
319,871 
218,582 
538,453 
67% 
 
21 
358,193 
193,115 
551,308 
69% 
 
Total  
22 
2,856,629 
2,041,848 
4,898,476 
- 
 
 
21 
2,774,485 
1,708,412 
4,482,897 
- 
 
Notes to Table 1a 
1 
Equity-based remuneration represents the actual short term equity awarded for performance for the 2022 Financial Year. These projected amounts may change 
following the completion of Board approved performance reviews, and final approval of the relative proportions of cash and equity as part of the annual 
remuneration review cycle. 
2 Actual number of shares to be allocated for the 2022 Financial Year award will be determined closer to the allocation date. 
3 Nick Good, John Reifsnider and Claudia Henderson are remunerated in US Dollars. An average exchange rate of 0.7126 (2021:0.7519) has been applied to convert 
their total STI to Australian dollars for the 2022 Financial Year. 
4 Nick Good was appointed as the Group CEO, effective from 1 April 2021. His STI outcome for the 2021 Financial Year was apportioned between the terms of his 
employment as Group CEO and the previous terms of his employment as CEO, JOHCM USA (i.e. as the CEO, JOHCM USA in the first six months of the 2021 
Financial Year and as the Group CEO in the second half of the year). 
5 Alexandra Altinger and Bindesh Savjani are remunerated in Pound Sterling. An average exchange rate of 0.5577 (2021:0.5493) has been applied to convert their 
total STI to Australian dollars for the 2022 Financial Year. 
6 Claudia Henderson commenced her employment as the Group CHRO with Pendal Group on 24 January 2022. Her STI for the 2022 Financial Year was applicable 
to the period that she was employed by the Group. 
7 Justin Howell was appointed as the Group COO on 1 November 2021. His remuneration for the 2022 Financial Year was applicable to the period that he was a KMP.  
8 John Reifsnider commenced his employment as the CEO of Pendal USA on 23 July 2021, following the acquisition of TSW, and his STI for the 2021 Financial Year 
was applicable to the period that he was employed by the Group.  
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

46  |  Pendal Group
Table 1b: Global Executive Committee remuneration – actual or realised remuneration received in the 2022 and 2021 
Financial Years (Non-IFRS) 
This table shows the actual remuneration paid to, and the equity which vested for, each GEC member (each a KMP) in the 2022 and 2021 
Financial Years. This includes: 
• 
Fixed remuneration received during the year; 
• 
The cash component of STI awarded in 2022 and 2021; 
• 
Deferred STI equity awarded in prior years that vested in 2022 and 2021; 
• 
LTI equity awarded in prior years that vested in 2022 and 2021; and 
• 
Other payments. 
 
FY 
Fixed 
Remuneration 
($) 
Cash component 
of STI4 
($) 
Vesting of 
prior years STI 
awards5 
($) 
Vesting of 
prior years LTI 
awards6,7 
($) 
Dividends paid on 
deferred shares 
and hurdled LTI 
equity8 
($) 
Other9 
($) 
Total  
($) 
Current KMP 
 
 
 
 
 
 
 
 
Nick Good1,2 
22 
899,874 
623,722 
186,712 
- 
120,095 
369,773 
2,200,176 
21 
694,906 
881,267 
614,849 
844,067 
31,483 
508,046 
3,574,618 
Alexandra Altinger1,3 
22 
559,440 
392,920 
72,877 
- 
34,803 
- 
1,060,040 
21 
567,996 
571,952 
44,082 
- 
10,677 
- 
1,194,707 
Richard Brandweiner3 
22 
553,092 
450,238 
140,505 
- 
55,593 
- 
1,199,428 
21 
550,766 
413,810 
160,211 
- 
32,479 
- 
1,157,266 
Claudia Henderson1,11 
22 
346,960 
261,086 
- 
- 
- 
175,414 
783,460 
21 
- 
- 
- 
- 
- 
- 
- 
Justin Howell12 
22 
584,418 
274,584 
33,326 
- 
13,901 
- 
906,228 
21 
- 
- 
- 
- 
- 
- 
- 
John Reifsnider1,10 
22 
584,418 
196,213 
13,068 
- 
6,683 
- 
800,382 
21 
101,133 
102,144 
- 
- 
- 
- 
203,277 
Bindesh Savjani1,3 
22 
642,199 
337,995 
109,787 
- 
32,574 
- 
1,122,555 
21 
640,816 
447,119 
282,857 
- 
31,056 
- 
1,401,848 
Cameron Williamson3 
22 
452,529 
319,871 
64,847 
- 
22,482 
- 
859,729 
21 
450,553 
358,193 
85,797 
- 
12,691 
- 
907,234 
Total Global 
Executive Committee 
Remuneration  
22 
4,622,928 
2,856,629 
621,122 
- 
286,131 
545,187 
8,931,997 
21 
3,006,170 
2,774,485 
1,187,796 
844,067 
118,386 
508,046 
8,438,950 
Notes to Table 1b  
1 Nick Good, John Reifsnider and Claudia Henderson are remunerated in US Dollars. An average exchange rate of 0.7126 (2021:0.7519) has been applied to 
convert their remuneration to Australian dollars for the 2022 Financial Year. Alexandra Altinger and Bindesh Savjani, are remunerated in Pounds Sterling. An 
average exchange rate of 0.5577 (2021:0.5493) has been applied to convert their remuneration to Australian dollars for the 2022 Financial Year. 
2 Nick Good’s remuneration outcome for the 2021 Financial Year represents the sum of his remuneration packages (i.e. as the CEO, JOHCM USA in the first six 
months of the 2021 Financial Year and as the Group CEO in the second half of the year).  
3 The 2022 Financial Year fixed remuneration for Richard Brandweiner and Cameron Williamson did not increase from the 2021 Financial Year. The difference is 
attributable to changes to the Australian superannuation guarantee contributions, effective from 1 July 2022. The 2022 Financial Year fixed remuneration for 
Alexandra Altinger and Bindesh Savjani did not increase from the 2021 Financial Year. The difference is attributable to changes in the exchange rate. 
4 The cash component of STI represents the award for performance during the 2022 Financial Year and paid in December 2022. The 2022 Financial Year 
amounts were determined after performance reviews were completed and were approved by the Board. It should be noted there may be changes to 2022 
Financial Year amounts following final approval of the relative proportions of cash and equity as part of the annual remuneration review cycle. 
5 The equity awards that vested on 1 October 2022 are treated as vesting in the 2022 Financial Year. The equity value has been calculated as the number of 
securities that vested during the year ended 30 September 2022, multiplied by the closing PDL share price on the date of vesting (i.e. 1 October 2022). 
6 The LTI granted in the 2019 Financial Year did not vest in 2022 as it did not meet the minimum performance hurdles for TSR and Cash EPS. The LTI granted 
in the 2018 Financial Year did not vest in 2021 as it did not meet the minimum performance hurdles for TSR or Cash EPS. 
7 The LTI award granted to Nick Good on commencement of his employment in 2019 was pro-rated for a two year term and measured on 1 October 2021 
following his appointment as Group CEO from 1 April 2021. The portion of LTI awards for which performance hurdles were met as of 1 October 2021 have been 
treated as vesting in the 2021 Financial Year. 
8 Dividend payments are dividends paid on STI shares granted in previous years’ rewards that have been deferred in accordance with the Equity Plan Rules. 
There were no dividend equivalent payments made in 2022 and 2021 in relation to Performance Share Right LTI awards because they did not vest. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  47
9 Other payments to Nick Good and Claudia Henderson represent 2022 Financial Year cash payments for deferred remuneration foregone following the 
commencement of their employment. A further payment for deferred remuneration foregone is scheduled to be paid to Nick Good in the next financial year, 
subject to employment conditions. 
10 John Reifsnider commenced employment with Pendal Group on 23 July 2021, following the acquisition of TSW, and his remuneration for the 2021 Financial 
Year is applicable to the period that he was employed by the Group. 
11 Claudia Henderson commenced employment as the Group CHRO with Pendal Group on 24 January 2022. Her remuneration for the 2022 Financial Year is 
applicable to the period that she was employed by the Group. 
12 Justin Howell was appointed as Group COO on 1 November 2021. His remuneration for the 2022 Financial Year is applicable to the period he was a KMP. 
 
Table 1c: Statutory remuneration for the Global Executive Committee in the 2022 and 2021 Financial Years 
The table below details the statutory accounting expense of all remuneration-related items for each GEC member (each a KMP) in relation to 
both the 2022 and 2021 Financial Years. 
Table 1c shows the remuneration based on accrual accounting amounts determined in accordance with the Australian Accounting 
Standards (refer to the footnotes to the table below). It is different from Table 1b’s actual remuneration outcomes which the Directors 
believe is more informative as to what was actually realised for senior executives in the period. Please see footnote 7 to Table 1c for 
greater clarification. 
 
 
Short term benefits 
Post- 
  employment 
 benefits  
Other  
long-
term 
benefits 
Equity based payments 
 
 
 
 
FY 
Salary 
& fees 
($) 
Cash 
component  
of STI4 
($) 
Non-
monetary 
benefits5 
($)  
Super-
annuation  
($)  
Long 
service 
leave6 
($) 
STI 
Equity7 
($) 
LTI 
Equity8 
($)  
Dividends 
paid on 
deferred 
shares and 
hurdled 
LTI equity9 
($) 
Other10  
($)  
Total 
($) 
Current KMP 
 
 
 
 
 
 
 
 
 
 
 
Nick Good1,2 
22 
841,987 
623,722 
64,680 
57,887 
- 
339,308 
203,253 
120,095 
676,071 
2,927,003 
21 
631,733 
881,267 
49,962 
63,173 
- 
513,148 
493,811 
31,483 
508,046 
3,172,623 
Alexandra 
Altinger1,3 
22 
555,854 
392,920 
10,169 
3,586 
- 
150,749 
257,639 
34,803 
- 
1,405,720 
21 
564,355 
571,952 
9,078 
3,641 
- 
164,801 
622,860 
10,677 
- 
1,947,364 
Richard 
Brandweiner3 
22 
525,592 
450,238 
- 
27,500 
3,181 
307,748 
169,348 
55,593 
238,000 
1,777,200 
21 
525,141 
413,810 
- 
25,625 
8,111 
305,737 
273,404 
32,479 
- 
1,584,307 
Claudia 
Henderson1,11 
22 
338,774 
261,086 
25,943 
8,186 
- 
30,965 
- 
- 
459,088 
1,124,042 
21 
- 
- 
- 
- 
- 
- 
- 
- 
- 
- 
Justin Howell12 
22 
420,229 
274,584 
- 
21,365 
5,101 
83,759 
18,221 
13,901 
184,327 
1,021,487 
21 
- 
- 
- 
- 
- 
- 
- 
- 
- 
- 
John 
Reifsnider1,13 
22 
561,325 
196,213 
48,022 
23,092 
- 
80,459 
67,481 
- 
- 
976,592 
21 
101,133 
102,144 
4,175 
- 
- 
31,773 
- 
- 
- 
239,225 
Bindesh 
Savjani1,3 
22 
584,820 
337,995 
13,727 
57,379 
- 
151,512 
77,287 
32,574 
199,328 
1,454,622 
21 
582,560 
447,119 
12,822 
58,256 
- 
263,044 
124,002 
31,056 
- 
1,518,859 
Cameron 
Williamson3 
22 
425,029 
319,871 
- 
27,500 
6,877 
133,430 
84,669 
22,482 
320,116 
1,339,974 
21 
424,928 
358,193 
- 
25,625 
8,095 
116,042 
136,702 
12,691 
- 
1,082,276 
Total Global 
Executive 
Committee 
Remuneration  
22 
4,253,610 
2,856,629 
162,541 
226,495 
15,159 
1,277,930 
877,898 
279,448 
2,076,930 
12,026,640 
21 2,829,850 
2,774,485 
76,037 
176,320 
16,206 
1,394,545 
1,650,779 
118,386 
508,046 
9,544,654 
Notes to Table 1c: 
1 Nick Good, Claudia Henderson and John Reifsnider are remunerated in US Dollars. An average exchange rate of 0.7126 (2021:0.7519) has been applied to 
convert their remuneration to Australian dollars for the 2022 Financial Year. Alexandra Altinger and Bindesh Savjani are remunerated in Pounds Sterling. An 
average exchange rate of 0.5577 (2021:0.5493) has been applied to convert their remuneration to Australian dollars for the 2022 Financial Year. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

48  |  Pendal Group
2 Nick Good’s remuneration outcome for the 2021 Financial Year represents the sum of his remuneration packages (i.e. as the CEO, JOHCM USA in the first six 
months of the 2021 Financial Year and as the Group CEO in the second half of the year). 
3 The 2022 Financial Year fixed remuneration for Richard Brandweiner and Cameron Williamson did not increase from the 2021 Financial Year. The difference is 
attributable to changes to the Australian superannuation guarantee contributions, effective from 1 July 2022. The 2022 Financial Year fixed remuneration for 
Alexandra Altinger and Bindesh Savjani did not increase from the 2021 Financial Year. The difference is attributable to changes in the exchange rate. 
4 The cash component of STI represents the award for performance during the 2022 Financial Year and paid in December 2022. The 2022 Financial Year 
amounts were determined after performance reviews were completed and were approved by the Board. The cash component of STI excludes amounts that 
are dependent on the completion of the proposed Scheme of Arrangement with Perpetual. It should be noted there may be changes to the 2022 Financial 
Year amounts following final approval of the relative proportions of cash and equity as part of the annual remuneration review cycle. 
5 Non-monetary benefits include insurance for healthcare, life and long-term disability cover.  
6 Although long service leave benefits continue to accumulate, the amount recognised in the financial statements for such benefits has been re-valued in 
accordance with actuarial-based valuation methodologies. 
7 STI Equity-based remuneration represents the amortisation of the ‘fair value’ at grant date over the vesting period of all grants. ‘Fair value’ is determined as 
required by accounting standards as ‘the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be 
exchanged’. 
8 LTI does not represent what has vested during the Financial Year but is the amortisation expense for the Financial Year in relation to LTI grants that have 
been awarded. The actual value of the 2019 LTI grant measured in 2022, is zero. The values in Table 1c above have been determined independently by an 
external valuation expert using valuation-based methodologies which take into account the performance hurdles relevant to the issue of the LTI equity 
instruments. The equity-based payment is the amount expensed for the year in relation to all LTI grants that have been awarded (as outlined in Table 4) and 
includes adjustments to reflect the expectation as at 30 September 2022 of the likely level of vesting of the EPS hurdled LTI. For the 2019 EPS hurdled LTI 
grant which has not vested, 100 per cent of the amortisation expense has been reversed. For grants with market conditions such as TSR, the number of 
shares expected to vest is included in the estimated fair value of securities at grant date. This does not allow for adjustments during the performance period 
or at testing if performance hurdles are not met. For the 2019 TSR hurdled LTI grant, which has not vested, the amortisation expense has not been reversed. 
The accounting treatment of EPS and TSR hurdled LTI equity is in accordance with Accounting Standards. 
9 Dividend payments are dividends paid on STI shares granted from previous years’ rewards that have been deferred in accordance with the Equity Plan Rules. 
There were no dividend equivalent payments made in 2022 and 2021 in relation to Performance Share Rights. 
10 Other remuneration includes the portion of future discretionary and retention cash payments awarded in the 2022 Financial Year related to the proposed 
Scheme of Arrangement with Perpetual Limited, that is not contingent on the transaction being completed. For further information about these payments, 
please refer to Section 3 of the report. Other payments to Nick Good and Claudia Henderson also include 2022 Financial Year cash payments for deferred 
remuneration foregone following the commencement of their employment. A further payment for deferred remuneration foregone is scheduled to be paid to 
Nick Good in the next financial year, subject to employment conditions. 
11 Claudia Henderson commenced employment as Group CHRO with Pendal Group on 24 January 2022. Her remuneration for the 2022 Financial Year is 
applicable to the period that she was employed by the Group.  
12 Justin Howell was appointed as Group COO on 1 November 2021. His remuneration for the 2022 Financial Year is applicable to the period that he was a KMP. 
13 John Reifsnider commenced employment with Pendal Group on 23 July 2021, following the acquisition of TSW, and his remuneration for the 2021 Financial 
Year is applicable to the period that he was employed by the Group. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  49
Table 2 illustrates the relative proportions of fixed, cash based variable remuneration and equity remuneration in the relevant 
financial year (calculated based on statutory accounting disclosures; i.e. Table 1(c)) as a percentage of total remuneration. Table 2 
differs to Charts 1 and 2 which are based on the target equity-based remuneration. 
Table 2: Global Executive Committee 2022 and 2021 Financial Years’ fixed and variable remuneration as a proportion of total 
remuneration 
Current KMP 
Fixed remuneration  
as a percentage of  
total remuneration1 
Cash VR as a percentage  
of total remuneration2 
Equity as a percentage  
of total remuneration3 
2022 
(%) 
2021 
(%) 
2022 
(%) 
2021 
(%) 
2022 
(%) 
2021 
(%) 
Nick Good 
56 
39 
21 
28 
23 
33 
Alexandra Altinger 
41 
30 
28 
30 
31 
40 
Richard Brandweiner 
45 
35 
25 
26 
30 
39 
Claudia Henderson4 
74 
- 
23 
- 
3 
- 
Justin Howell5 
62 
- 
27 
- 
11 
- 
John Reifsnider  
65 
44 
20 
43 
15 
 13 
Bindesh Savjani 
59 
43 
23 
29 
18 
28 
Cameron Williamson 
58 
42 
24 
33 
18 
25 
Notes to Table 2: 
1 Fixed remuneration includes salary and fees, non-monetary benefits, post-employment benefits,long service leave, cash payments for deferred 
remuneration foregone following the commencement of employment and the portion of future discretionary and retention cash payments awarded in the 
2022 Financial Year related to the proposed Scheme of Arrangement with Perpetual Limited, that is not contingent on the transaction being completed.  
2 Cash VR represents the cash component of STI awarded for performance during the 2022 and 2021 Financial Years, including that portion of the cash 
component of STI attributable to the proposed Scheme of Arrangement with Perpetual Limited that is not contingent on the transaction being completed. 
3 The equity component represented in this table includes the equity-based remuneration awarded for the 2022 and 2021 Financial Years and long- term 
incentives, including that portion of the equity component of STI attributable to the proposed Scheme of Arrangement with Perpetual Limited that is not 
contingent on the transaction being completed. 
4 Claudia Henderson commenced employment as Group CHRO with Pendal Group on 24 January 2022. Her remuneration for the 2022 Financial Year is 
applicable to the period that she was employed by the Group.  
5 Justin Howell was appointed as Group COO on 1 November 2021. His remuneration for the 2022 Financial Year is that applicable to the period he was a KMP. 
 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

50  |  Pendal Group
Share based-payments  
Details of the shares in PDL granted as compensation to the Group CEO and other GEC members under the Employee Equity 
Plan during the reporting period are set out below. 
Table 3: Group CEO and other Global Executive Committee members’ short-term equity allocations 
 
Date of grant 
Number of  
shares granted  
(#) 
Value of  
award at grant  
($ per award) 
Number of  
shares vested1  
1 Oct 2022 
(#) 
Proportion of 
award vested  
(%) 
Proportion of 
award forfeited  
(%) 
Group CEO 
 
 
 
 
 
 
Nick Good 
31-Dec-19 
137,263 
8.59 
25,643 
96 
- 
 
2-Dec-21 
61,997 
5.79 
12,399 
20 
- 
Other Global Executive Committee Members 
Alexandra Altinger 
3-Dec-20 
27,238 
7.02 
5,476 
40 
- 
 
2-Dec-21 
55,437 
5.79 
11,087 
20 
- 
Richard Brandweiner 
6-Dec-18 
23,813 
8.18 
4,762 
80 
- 
5-Dec-19 
33,522 
8.06 
6,704 
60 
- 
3-Dec 20 
42,175 
7.02 
8,435 
40 
- 
 
2-Dec-21 
60,164 
5.79 
12,032 
20 
- 
Justin Howell 
6-Dec-18 
2,475 
8.18 
495 
80 
- 
5-Dec-19 
8,409 
8.06 
1,682 
60 
- 
3-Dec-20 
10,627 
7.02 
2,126 
40 
- 
2-Dec-21 
61,997 
5.79 
3,271 
20 
- 
John Reifsnider 
2-Dec-21 
14,850 
5.79 
2,970 
20 
- 
Bindesh Savjani 
15-Mar-19 
66,275 
8.94 
9,589 
100 
- 
5-Dec-19 
20,261 
8.06 
4,052 
60 
- 
3-Dec 20 
28,476 
7.02 
5,695 
40 
- 
 
2-Dec-21 
27,860 
5.79 
5,572 
20 
- 
Cameron Williamson 
7-Dec-17 
11,712 
10.69 
2,342 
100 
- 
6-Dec-18 
12,696 
8.18 
2,539 
80 
- 
5-Dec-19 
12,507 
8.06 
2,501 
60 
- 
3-Dec 20 
8,697 
7.02 
1,740 
40 
- 
 
2-Dec-21 
28,077 
5.79 
5,616 
20 
- 
Notes to Table 3: 
1 The shares allocated for deferred VR and retention vest over five years with vesting dates of 1 October each year in most cases. 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  51
Table 4: Group CEO and other Global Executive Committee members’ long-term incentive awards  
Pendal Group’s remuneration policy focuses on driving performance and creating shareholder alignment in the longer term. 
We do this by providing our GEC members with LTI awards in the form of Performance Share Rights with three year vesting 
periods. Table 4 below provides an overview of the Group CEO and other Global Executives’ current LTI awards which have not 
yet vested. 
 
Global Executive 
Committee 
Date of grant3 
Award vehicle2 
Award 
granted 
(#)  
Value  
of award at 
grant TSR 
Hurdle1  
($) 
Value  
of award  
at grant 
Non TSR 
Hurdle1 
($) 
Date of 
vesting 
Vested  
during  
the year 
(#) 
Lapsed  
during  
the year 
(#) 
Balance  
as at  
1 Oct 2022 
(#) 
Nick Good  
31-Dec-19 
Performance Share Rights 
60,491 
6.72 
8.93 
1-Oct-22 
- 
60,491 
- 
23-Oct-20 
Performance Share Rights4 
104,853 
- 
6.80 
1-Oct-21 
104,853 
- 
- 
3-Dec-20 
Performance Share Rights 
76,285 
5.10 
7.02 
1-Oct-23 
- 
- 
76,285 
21-Dec-21 
Performance Share Rights 
125,418 
1.52 
5.45 
1-Oct-24 
- 
- 
125,418 
Alexandra Altinger 
5-Dec-19 
Performance Share Rights 
123,984 
5.86 
8.33 
1-Oct-22 
- 
123,984 
- 
3-Dec-20 
Performance Share Rights 
163,187 
5,10 
7.02 
1-Oct-23 
- 
- 
163,187 
2-Dec-21 
Performance Share Rights 
112,395 
2.28 
5.79 
1-Oct-24 
- 
- 
112,395 
Richard Brandweiner 
5-Dec-19 
Performance Share Rights 
81,651 
5.86 
8.33 
1-Oct-22 
- 
81,651 
- 
3-Dec-20 
Performance Share Rights 
108,448 
5.10 
7.02 
1-Oct-23 
- 
- 
108,448 
2-Dec-21 
Performance Share Rights 
72,306 
2.28 
5.79 
1-Oct-24 
- 
- 
72,306 
Justin Howell 
5-Dec-19 
Performance Share Rights 
9,526 
5.86 
8.33 
1-Oct-22 
- 
9,526 
- 
3-Dec-20 
Performance Share Rights 
12,110 
5.10 
7.02 
1-Oct-23 
- 
- 
12,110 
2-Dec-21 
Performance Share Rights 
9,339 
2.28 
5.79 
1-Oct-24 
- 
- 
9,339 
John Reifsnider 
2-Dec-21 
Performance Share Rights 
50,171 
2.28 
5.79 
1-Oct-24 
- 
- 
50,171 
Bindesh Savjani  
5-Dec-19 
Performance Share Rights 
37,195 
5.86 
8.33 
1-Oct-22 
- 
37,195 
- 
3-Dec-20 
Performance Share Rights 
48,956 
5.10 
7.02 
1-Oct-23 
- 
- 
48,956 
2-Dec-21 
Performance Share Rights 
33,718 
2.28 
5.79 
1-Oct-24 
- 
- 
33,718 
Cameron Williamson 
5-Dec-19 
Performance Share Rights 
40,825 
5.86 
8.33 
1-Oct-22 
- 
40,825 
40,825 
3-Dec-20 
Performance Share Rights 
54,224 
5.10 
7.02 
1-Oct-23 
- 
- 
54,224 
 
2-Dec-21 
Performance Share Rights 
36,153 
2.28 
5.79 
1-Oct-24 
- 
- 
36,153 
Notes to Table 4:  
1 The fair value of the Performance Share Rights is based on Australian Accounting Standards and has been independently calculated using Binomial/Monte- 
Carlo simulation models. For further details on the fair value methodology, refer to Note D2 within the financial statements. 
2 The LTI awards are subject to performance hurdles which are tested at the end of three years. 
3 The Performance Share Rights allocated to the Global Executives with a test period commencement date of 1 October 2019 did not meet the performance 
hurdles and accordingly are shown as not vested in this table. 
4 Nick Good’s performance share rights granted in 2019 were pro-rated by 50% and the measurement period reduced from four to two years in line with his new 
remuneration arrangements. The performance share rights that did not meet the performance hurdles are shown as not vesting in the 2021 Remuneration 
Report. The performance share rights that did meet the performance hurdles are shown as vested in this table. 
 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

52  |  Pendal Group
Table 5: Equity components of variable remuneration for Group CEO and other Global Executive Committee members 
The table below outlines STI deferred equity and Performance Share Rights awarded to the previous and current Group CEO and 
other GEC members with an associated vesting schedule for the 2022 Financial Year. The equity grants vest over a period of up 
to five years, provided that the vesting conditions are met. No equity grants will vest if the vesting conditions are not satisfied 
and the minimum value of the equity grant yet to vest is nil. The face value represents the cost of the equity grants to the 
Company at the time of allocation. The maximum value of the equity grants yet to vest has been determined in accordance with 
accounting standards and represents the fair value of the equity grants at allocation date. 
 
 
 
Maximum fair value of equity grants that may vest in future years1 
Global Executive 
Committee 
Date of 
grant 
Face value of  
equity grants  
($) 
Fair value of 
equity grants  
at grant  
($) 
Minimum  
total value 
of grant  
yet to vest 
($) 
FY23 
($) 
FY24 
($) 
FY25 
($) 
FY26 
($) 
FY27 
 onwards  
($) 
Nick Good  
31-Dec-19 
 1,116,024  
 1,179,089  
 Nil  
 83,512  
 -  
 -  
 -  
 -  
3-Dec-20 
 422,060  
 462,288  
 Nil  
 -  
 462,288  
 -  
 -  
 -  
2-Dec-21 
 426,420  
 358,963  
 Nil  
 71,790  
 71,790  
 71,790  
 71,790  
 71,802  
21-Dec-21 
 1,040,799  
 437,082  
Nil 
 -  
 -  
437,082 
 -  
 -  
Alexandra Altinger 
3-Dec-20 
 196,694  
 192,194  
 Nil  
 38,442  
 38,442  
 38,442  
 38,427  
 -  
3-Dec-20 
 902,853  
 988,914  
 Nil  
 -  
 988,914  
 -  
 -  
 -  
2-Dec-21 
 381,302  
 320,980  
 Nil  
 64,194  
 64,194  
 64,194  
 64,194  
 64,205  
2-Dec-21 
 932,662  
 453,516  
Nil 
 -  
 -  
 453,516  
 -  
 -  
Richard Brandweiner  
6-Dec-18 
 225,000  
 194,790  
 Nil  
 38,953  
 38,953  
 -  
 -  
 -  
5-Dec-19 
 270,000  
 270,187  
 Nil  
 54,034  
 54,034  
 54,050  
 -  
 -  
3-Dec-20 
 303,000  
 296,069  
 Nil  
 59,214  
 59,214  
 59,214  
 59,214  
 -  
3-Dec-20 
 600,000  
 657,195  
 Nil  
 -  
 657,195  
 -  
 -  
 -  
2-Dec-21 
 413,810  
 348,350  
 Nil  
 69,665  
 69,671  
 69,671  
 69,671  
 69,671  
2-Dec-21 
 600,000  
 291,755  
 Nil  
 -  
 -  
 291,755  
 -  
 -  
Justin Howell 
6-Dec-18 
 23,392  
 20,246  
 Nil  
 4,049  
 4,049  
 -  
 -  
 -  
5-Dec-19 
 67,732  
 67,777  
 Nil  
 13,557  
 13,557  
 13,549  
 -  
 -  
3-Dec-20 
 76,348  
 74,602  
 Nil  
 14,925  
 14,918  
 14,918  
 14,918  
 -  
3-Dec-20 
 67,000  
 73,387  
 Nil  
 -  
 73,387  
 -  
 -  
 -  
2-Dec-21 
 112,483  
 94,690  
 Nil  
 18,939  
 18,939  
 18,939  
 18,939  
 18,933  
2-Dec-21 
 77,500  
 37,685  
 Nil  
 -  
 -  
 37,685  
 -  
 -  
John Reifsnider 
2-Dec-21 
 102,144  
 85,982  
 Nil  
 17,196  
 17,196  
 17,196  
 17,196  
 17,196  
2-Dec-21 
 416,320  
 202,442  
 Nil  
 -  
 -  
 202,442  
 -  
 -  
Bindesh Savjani 
5-Dec-19 
 163,191  
 163,304  
 Nil  
 32,659  
 32,659  
 32,659  
 -  
 -  
3-Dec-20 
 204,584  
 199,902  
 Nil  
 39,979  
 39,979  
 39,979  
 39,986  
 -  
3-Dec-20 
 270,856  
 296,673  
 Nil  
 -  
 296,673  
 -  
 -  
 -  
2-Dec-21 
 204,584  
 161,309  
 Nil  
 32,262  
 32,262  
 32,262  
 32,262  
 32,262  
2-Dec-21 
 270,856  
 136,052  
 Nil  
 -  
 -  
 136,052  
 -  
 -  
Cameron Williamson 
7-Dec-17 
 119,960  
 125,201  
 Nil  
 25,036  
 -  
 -  
 -  
 -  
6-Dec-18 
 119,960  
 103,853  
 Nil  
 20,769  
 20,769  
 -  
 -  
 -  
5-Dec-19 
 100,472  
 100,806  
 Nil  
 20,158  
 20,158  
 20,174  
 -  
 -  
3-Dec-20 
 62,487  
 61,053  
 Nil  
 12,215  
 12,208  
 12,208  
 12,208  
 -  
3-Dec-20 
 300,000  
 328,597  
 Nil  
 -  
 328,597  
 -  
 -  
 -  
2-Dec-21 
 193,115  
 162,566  
 Nil  
 32,517  
 32,517  
 32,511  
 32,511  
 32,511  
2-Dec-21 
 300,000  
 145,879  
 Nil  
 -  
 -  
 145,879  
 -  
 -  
Notes to Table 5: 
1 The equity grants comprise shares and Performance Share Rights. The equity grants issued vest over three or five years with vesting dates of 1 October each 
year in most cases. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  53
7. Global Executive Committee members’ employment agreements  
Remuneration and other terms of employment for the Group CEO and other GEC members are also formalised in employment 
agreements. Each of these agreements takes into consideration the provision of fixed remuneration (which is reviewed 
annually), performance-based cash incentives, other benefits, and participation, when eligible, in relevant equity-based plans. 
The employment agreements for the Group CEO and other GEC members are currently open-ended, permanent, full-time, 
common-law employment agreements. Other significant provisions of the agreements relating to remuneration are set out 
below. 
Summary of notice periods 
Name 
Notice period 
Nick Good 
6 months 
Alexandra Altinger 
6 months 
Richard Brandweiner 
6 months 
Claudia Henderson     
3 months 
Justin Howell                                                           
6 months 
John Reifsnider 
6 months 
Bindesh Savjani 
6 months  
Cameron Williamson 
3 months 
 
Summary of termination entitlements 
Term 
Who 
Conditions 
Termination 
with notice  
Nick Good 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary as at the Termination Date; 
• any accrued but unused annual leave and cost to the Company of providing company benefits; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in 
accordance with the relevant Equity Plan Rules; 
• any unvested equity grants which have been allocated as at the Termination Date will be subject to the relevant Equity 
Plan Rules; 
• any payment of a variable reward in the year of termination, including cash and/or equity, will be determined by the Board 
at its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
Alexandra 
Altinger 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary as at the Termination Date; 
• any accrued but unused annual leave and cost to the Company of providing company benefits; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in 
accordance with the relevant Equity Plan Rules; 
• any unvested equity grants which have been allocated as at the Termination Date will be subject to the relevant Equity 
Plan Rules; 
• any payment of a variable reward in the year of termination, including cash and/or equity, will be determined by the Board 
at its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
Richard 
Brandweiner 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration as at the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of Equity Grants will be released in accordance with the relevant Equity Plan Rules; 
• all unvested shares will be determined by the Board at its discretion; 
• any payment of a variable reward in the year of termination, including cash and/or equity, will be determined by the Board 
in its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

54  |  Pendal Group
Term 
Who 
Conditions 
 
Claudia 
Henderson 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary as at the Termination Date; 
• accrued but unused annual leave and cost to the Company of providing company benefits; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; 
• all unvested shares will be determined by the Board at its discretion; 
• any payment of variable reward in the year of termination, including cash and/or equity, will be determined by the Board at 
its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
 
Justin 
Howell 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration as at the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of Equity Grants will be released in accordance with the relevant Equity Plan Rules; 
• all unvested shares will be determined by the Board at its discretion; 
• any payment of a variable reward in the year of termination, including cash and/or equity, will be determined by the Board 
in its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period 
 
John 
Reifsnider 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary as at the Termination Date; 
• accrued but unused annual leave and cost to the Company of providing company benefits; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; 
• all unvested shares will be determined by the Board at its discretion; 
• any payment of variable reward in the year of termination, including cash and/or equity, will be determined by the Board at 
its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
 
Bindesh 
Savjani 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary as at the Termination Date; 
• any accrued but unused annual leave and cost to the Company of providing company benefits; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in 
accordance with the relevant Equity Plan Rules; 
• any unvested equity grants which have been allocated as at the Termination Date will be subject to the relevant Equity 
Plan Rules; 
• any payment of a variable reward in the year of termination, including cash and/or equity, will be determined by the Board 
at its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
 
Cameron 
Williamson 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration package as at the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; 
• all unvested shares will be determined by the Board at its discretion; 
• any payment of variable reward in the year of termination, including cash and/or equity, will be determined by the Board at 
its discretion; and 
• Pendal Group retains the right to bring the employment to an immediate end and pay an amount in lieu of notice, equal to 
the fixed remuneration that would have applied during the notice period. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  55
Term 
Who 
Conditions 
Termination  
for cause 
Nick Good 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary package as at the Termination Date; 
• accrued but unused annual leave as at the Termination Date; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in accordance 
with the relevant Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
 
Alexandra 
Altinger 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary package as at the Termination Date; 
• accrued but unused annual leave as at the Termination Date; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in accordance 
with the relevant Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
Richard 
Brandweiner 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration package as at the date of the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
Claudia 
Henderson 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary package as at the Termination Date; 
• accrued but unused annual leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
Justin  
Howell 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration package as at the date of the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
John 
Reifsnider   
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary package as at the Termination Date; 
• accrued but unused annual leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
Bindesh 
Savjani 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid base salary package as at the Termination Date; 
• accrued but unused annual leave as at the Termination Date; 
• any vested entitlement of equity grants which have been allocated as at the Termination Date will be released in accordance 
with the relevant Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
Cameron 
Williamson 
Any amount payable on the termination of employment will be made up of the following components: 
• accrued but unpaid fixed remuneration package as at the Termination Date; 
• accrued but unused annual leave and long service leave as at the Termination Date; 
• any vested portion of any Equity Grants, will be released in accordance with the Equity Plan Rules; and 
• no entitlement to any variable reward for the year in which termination occurs or to any unvested equity grants. 
 
Make Good payments1 
Where GEC member employment agreements include a make good payment in the form of cash and/or equity and their 
employment is terminated with notice before the payment has been fulfilled, the payment will generally continue to be made in the 
amounts and at the times agreed, unless the Pendal Board in its sole discretion decides otherwise. If the termination is for cause, 
then make good cash payments will be subject to repayment conditions and the unvested equity awards will be forfeited, in 
accordance with the Pendal Equity Plan Rules. 
 
1 Payments made to offset deferred remuneration foregone due to a change in employment. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

56  |  Pendal Group
Post-employment restraint  
Employment agreements for the Group CEO and other GEC members include a post-employment restraint clause which prohibits 
the solicitation of employees or clients of the Company for a period of six months following cessation of employment, with the 
exception of Cameron Williamson, Group Chief Financial Officer, who has a three month post-employment restraint period. 
8. Non-Executive Director remuneration  
NED remuneration in the 2022 Financial Year  
NED annual fee pool  
For the 2022 Financial Year, $1.39 million (70%) of the shareholder approved NED annual fee pool was used. 
The increase in the annual fee pool for Non-Executive Directors to $2,000,000 was approved at Pendal's 2021 Annual General 
Meeting, with effect from 1 January 2022. Any fees paid to Directors of Pendal Group Limited for subsidiary board appointments 
form part of the fee pool for Non-Executive Directors. 
NED fees 
NEDs are paid a fixed fee for their service on the Board. NEDs (with the exception of the Chairman of the Board) also receive 
additional fees for their service on the Board’s committees and subsidiaries. In addition to these fixed fees, NEDs receive 
superannuation contributions that are made in accordance with legislative requirements. NEDs do not receive performance-
based remuneration and are not eligible to participate in any Pendal Group share plan or other incentive arrangements.  
A summary of the annual fees payable to NEDs during the 2022 Financial Year are set out in the table below. 
No changes were made to Board or Committee fees for Australian based NEDs during the year ended 30 September 2022. 
Effective as of 1 March 2022, fees for NEDs based outside of Australia have been set in Australian dollars, with the relevant 
directors paid in their local currency equivalent, at spot rates on the date of payment. Fee arrangements were introduced this 
year for Pendal Group Board NEDs who served on subsidiary boards and for the Chair of the newly formed Governance and 
Nominations Committee. Additional fees were not paid to members of the Governance and Nominations Committee, which was 
attended by all Pendal Group NEDs. 
No NED Board or Committee fee increases are proposed for the next financial year. 
Non-Executive Director fees 
Pendal Group Board fees 
Fee Policy 
(AUD for Australian directors) 
Fee Policy 
(AUD for offshore directors) 
Board Chairman 
400 
- 
Other Non-Executive Directors 
160 
176 
 
Pendal Group Board Committee fees 
 
Fee policy  
($’000s) 
 
Audit & Risk Committee – Chair 
40 
   44 
Audit & Risk Committee – Member 
20 
   22 
People, Culture and Remuneration Committee – Chair 
40 
  44 
People, Culture and Remuneration Committee – Member 
20 
 22 
Governance and Nominations Committee- Chair 
10 
10 
Governance and Nominations Committee- Member 
- 
- 
Subsidiary Board - Chair 
40 
44 
Subsidiary Board - Member 
20 
22 
Retirement allowances 
No allowance is payable on the retirement of NEDs. Superannuation payments are made in line with legislative requirements. 
NED Director shareholdings 
NEDs (including the Chairman) are expected to hold a minimum number of shares in the Company that is equal to the value of the 
Director’s annual base fee. Newly appointed NEDs are expected to reach the minimum shareholding within three years of their 
appointment to the Board. Trade restrictions which precluded NEDs from purchasing shares in the Company in the second half of 
this financial year, in large part due to the receipt of the Perpetual offer in early April 2022, have resulted in Deborah Page not yet 
reaching the higher shareholding required of the Chairman since her appointment to this role on 17 January 2022. It has also 
precluded Sally Collier, Kathryn Matthews and Christopher Jones from purchasing shares in the Company in the second half of this 
financial year and therefore resulted in these NEDs not continuing to meet the minimum shareholding requirement of Directors 
having regard to the impact of the reduction in the share price. The number of Pendal Group shares held by each NED is set out in 
Table 7. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  57
NED employment agreements 
On appointment to the Board, all NEDs enter into an employment agreement with the Company in the form of a letter of 
appointment. The letter summarises the Board policies in relation to tenure, remuneration and other matters relevant to the office of 
the NED. 
Remuneration for NEDs  
The fees paid to NEDs in the 2022 and 2021 Financial Years are shown in Table 6 below. 
Table 6: 2022 and 2021 Financial Years’ Non-Executive Director remuneration 
 
 
FY 
 
Fees 
($) 
Superannuation 
($) 
Total 
($) 
Current NEDs 
 
 
 
 
 
Deborah Page,1 
22 
 
338,462 
24,722 
363,184 
21 
 
200,000 
19,269 
219,269 
Sally Collier 
22 
 
213,877 
21,607 
235,485 
21 
 
200,000 
19,269 
219,269 
Ben Heap2 
22 
 
107,038 
10,923 
117,962 
21 
 
- 
- 
- 
Christopher Jones3 
22 
 
264,035 
- 
264,035 
21 
 
218,114 
- 
218,114 
Kathryn Matthews3 
22 
 
221,171 
- 
221,171 
21 
 
234,830 
- 
234,830 
Former NEDs 
 
 
 
 
 
James Evans4 
22 
 
124,615 
8,276 
132,891 
21 
 
400,000 
25,625 
425,625 
Andrew Fay5 
22 
 
46,154 
4,615 
50,769 
21 
 
200,000 
19,269 
219,269 
Total 
22 
 
1,315,352 
70,144 
1,385,496 
21 
 
1,445,676 
83,432 
1,529,108 
Notes to Table 6:  
1 Deborah Page was appointed as Chairman on 17 January 2022. 
2 Ben Heap was appointed as an independent non-executive Director on 1 March 2022.   
3 Christopher Jones and Kathryn Matthews are remunerated in US Dollars and Pound Sterling, respectively. The Australian dollar equivalents were calculated 
using spot exchange rates on the date of each payment until 1 March 2022, from which date fees for Christopher Jones and Kathryn Matthews were set in 
Australian dollars and converted to US Dollars and Pound Sterling respectively using a spot exchange rate on the date of each payment. 
4 James Evans retired as Chairman on 17 January 2022. 
5 Andrew Fay retired from the Pendal Board on 10 December 2021. 
 
 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

58  |  Pendal Group
9. Director and Global Executive holdings  
The table below outlines all holdings, including holdings not yet vested of NEDs and GEC members. For the vesting of GEC 
equity grants, refer to Table 5. 
 
Table 7: Director and Global Executives’ holdings 
 
Type of  
holding 
Equity held 
at  
1 Oct 2021 
 
 
In the 2022 Financial Year: 
Equity held 
at  
30 Sep 2022 
Number of  
securities 
acquired 
Number of  
securities granted  
as remuneration  
Holdings at 
date of 
change as 
KMP 
Exercise, lapse 
or forfeiture of 
Performance 
share rights 
Number of 
securities 
disposed 
Non-Executive Directors 
 
 
 
 
 
 
 
Deborah Page1 
Ordinary 
48,817 
- 
- 
- 
- 
- 
48,817 
Sally Collier  
Ordinary 
28,412 
- 
- 
- 
- 
- 
28,412 
Ben Heap 
Ordinary 
- 
- 
- 
20,000 
- 
- 
20,000 
Christopher Jones  
Ordinary 
32,000 
- 
- 
- 
- 
- 
32,000 
Kathryn Matthews2 
Ordinary 
25,000 
- 
- 
- 
- 
- 
25,000 
Former Non-Executive Directors 
 
 
 
 
 
 
 
James Evans 
Ordinary 
71,912 
- 
- 
(71,912) 
- 
- 
- 
Andrew Fay 
Ordinary 
76,845 
- 
- 
(76,845) 
- 
- 
- 
Total for Non-Executive Directors 
282,986 
- 
- 
(128,757) 
- 
- 
154,229 
Global Executive Committee 
 
 
Nick Good 
Ordinary  
111,956 
- 
61,997 
- 
104,853 
- 
278,806 
Performance share rights 
451,335 
- 
125,418 
- 
(314,559) 
- 
262,194 
Alexandra Altinger 
Ordinary  
27,378 
- 
55,437 
- 
- 
(5,476) 
77,339 
Performance share rights 
287,171 
- 
112,395 
- 
- 
- 
399,566 
Richard Brandweiner 
Ordinary  
83,280 
- 
60,164 
- 
- 
- 
143,444 
Performance share rights 
259,031 
- 
72,306 
- 
(68,932) 
- 
262,405 
Claudia Henderson 
Ordinary  
- 
- 
- 
- 
- 
- 
- 
Performance share rights 
- 
- 
- 
- 
- 
- 
- 
Justin Howell 
Ordinary  
- 
- 
16,354 
25,744 
- 
- 
42,098 
Performance share rights 
- 
- 
9,339 
21,636 
- 
- 
30,975 
John Reifsnider  
Ordinary  
265,727 
- 
14,850 
- 
- 
- 
280,577 
Performance share rights 
- 
- 
50,171 
- 
- 
- 
50,171 
Bindesh Savjani 
Ordinary  
86,512 
- 
27,860 
- 
- 
(5,000) 
109,372 
Performance share rights 
117,375 
- 
33,718 
- 
(31,224) 
- 
119,869 
Cameron Williamson 
Ordinary 
50,856 
- 
28,077 
- 
- 
- 
78,933 
Performance share rights  
129,515 
- 
36,153 
- 
(34,466) 
- 
131,202 
Total for Global Executive Committee 
1,870,136 
- 
704,239 
47,380 
(344,328) 
(10,476) 
2,266,951 
Notes to Table 7: 
1 
Deborah Page and related parties own the following units in registered schemes for which Pendal Fund Services Limited is the Responsible Entity:  
86,493.68 units in Pendal Concentrated Global Share Fund; 56,195.56 units in Pendal Monthly Income Plus Fund, 42,613.94 units in Pendal Focus Australian 
Share Fund, 30,890.60 units in Pendal Horizon Fund and 76,226 units in Pendal Global Select Fund. 
2 Kathryn Matthews holds 42,733.252 units in the J O Hambro UK Equity Income Fund 
 
10. Other Disclosure Details 
Loans to KMP and their related parties  
No loans were provided to KMP or their related parties during the year or as at the date of this Remuneration Report. 
Directors’ Report – Remuneration Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  59
 
 
Rounding of amounts 
Amounts in this report and the accompanying Financial Report have been rounded to the nearest thousand dollars, in accordance 
with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, unless otherwise stated. 
Loans to Directors and Senior Executives 
There were no loans made to, nor are there any outstanding loans with, Directors or Senior Executives. 
2022 Corporate Governance Statement 
Pendal Group’s 2022 Corporate Governance Statement can be viewed on the Group’s website at pend.al/CGS-2022. 
Audit and non-audit services 
Details of the amounts paid or payable to the external auditor, PricewaterhouseCoopers (PwC), for audit and non-audit services 
during the financial year are set out in Note F4 to the financial statements. 
PwC was appointed as auditor of the Company in September 2007 and Mr Brett Entwistle has commenced as the lead audit partner 
for the first year ended 30 September 2022. 
The Directors are satisfied that the provision of the non-audit services is compatible with the general standard of independence for 
auditors imposed by the Corporations Act 2001 for the following reasons:  
• all non-audit services have been reviewed by the Audit & Risk Committee to ensure they do not impact the impartiality and 
objectivity of the auditor; and 
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for 
Professional Accountants. 
The auditor’s independence declaration for the financial year, as required under section 307C of the Corporations Act 2001, is on 
page 60. 
 
This Directors’ Report is made in accordance with a resolution of Directors. 
 
 
 
 
 
 
 
Deborah Page AM 
Nicholas Good 
Chairman 
Managing Director and Group Chief Executive Officer 
4 November 2022 
4 November 2022 
 
Directors’ Report
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

60  |  Pendal Group
PricewaterhouseCoopers, ABN 52 780 433 757 
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY  NSW  2001 
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au 
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au 
Liability limited by a scheme approved under Professional Standards Legislation. 
 
Auditor’s Independence Declaration 
As lead auditor for the audit of Pendal Group Limited for the year ended 30 September 2022, I declare 
that to the best of my knowledge and belief, there have been:  
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in 
relation to the audit; and 
(b) no contraventions of any applicable code of professional conduct in relation to the audit. 
This declaration is in respect of Pendal Group Limited and the entities it controlled during the period. 
  
Brett Entwistle 
Sydney 
Partner 
PricewaterhouseCoopers 
  
4 November 2022 
Auditor’s Independence Declaration
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  61
 
 
 
Notes 
2022 
$’000 
2021 
$’000 
Revenue  
 
  
  
Investment management fees 
 
577,774 
524,400 
Performance fees 
 
51,924 
57,508 
Total revenue  
B2 
629,698 
581,908 
Other income  
B2 
(18,569) 
45,508 
Expenses 
 
 
 
Employee expenses 
Salaries and related expenses 
 
216,813 
216,159 
Amortisation of employee equity grants  
D2 
42,640 
44,196 
Amortisation of employee deferred remuneration 
 
38,318 
14,978 
Professional services 
 
24,370 
33,136 
Information, technology and data  
 
25,483 
25,556 
Fund administration 
 
24,837 
20,409 
Depreciation, amortisation and impairment 
 
56,542 
22,040 
General office and administration 
 
9,790 
13,544 
Business development and promotion 
 
15,742 
11,210 
Occupancy  
 
2,514 
3,496 
Investment management 
 
2,492 
3,071 
Finance costs 
 
2,635 
1,737 
Total expenses 
 
462,176 
409,532 
Profit before income tax 
 
148,953 
217,884 
Income tax expense  
B5 
36,186 
53,182 
Profit after tax attributable to shareholders 
 
112,767 
164,702 
 
Earnings per share for profit attributable to shareholders 
 
Cents  
Cents  
Basic earnings per share 
B4 
31.8 
52.0 
Diluted earnings per share 
B4 
31.0 
50.6 
 
 
 
 
$’000 
$’000 
Profit after tax for the financial year 
 
112,767 
164,702 
Other comprehensive income for the financial year 
Items that may be reclassified to profit or loss 
 
 
 
Exchange differences on translation of foreign operations 
C3 
6,430 
22,414 
Gain / (loss) on derivative hedging instruments 
C3 
5,252 
(1,396) 
Other comprehensive income, net of tax 
 
11,682 
21,018 
Total comprehensive income for the financial year attributable to shareholders 
 
124,449 
185,720 
 
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes. 
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Consolidated Statement of Comprehensive Income

62  |  Pendal Group
 
 
 
Notes 
2022 
$’000 
2021 
$’000 
Current assets 
 
  
  
Cash and cash equivalents 
B6 
316,364 
297,742 
Trade and other receivables 
 
73,821 
96,520 
Current tax assets 
 
13,196 
7,141 
Derivatives 
 
– 
659 
Prepayments 
 
9,842 
9,430 
Total current assets 
 
413,223 
411,492 
Non-current assets 
 
 
 
Property, plant and equipment 
 
8,569 
10,639 
Right-of-use assets 
F2 
33,685 
39,898 
Financial assets held at fair value through profit or loss (FVTPL) 
C5 
201,540 
287,214 
Deferred tax assets 
B5 
42,636 
42,134 
Intangible assets 
F1 
901,750 
930,220 
Total non-current assets 
 
1,188,180 
1,310,105 
Total assets 
 
1,601,403 
1,721,597 
Current liabilities 
 
 
 
Trade and other payables  
 
43,909 
57,002 
Employee benefits 
D1 
114,331 
139,836 
Lease liabilities 
F2 
5,825 
8,234 
Derivatives 
 
718 
– 
Current tax liabilities 
 
21,791 
28,707 
Total current liabilities 
 
186,574 
233,779 
Non-current liabilities 
 
 
 
Employee benefits 
D1 
1,381 
7,979 
Lease liabilities 
F2 
30,852 
35,774 
Borrowings 
C6 
53,830 
48,570 
Deferred tax liabilities 
B5 
8,550 
11,263 
Total non-current liabilities 
 
94,613 
103,586 
Total liabilities 
 
281,187 
337,365 
Net assets 
 
1,320,216 
1,384,232 
Equity 
 
 
 
Contributed equity 
C2 
867,572 
876,333 
Reserves 
C3 
243,738 
245,682 
Retained earnings 
 
208,906 
262,217 
Total equity 
 
1,320,216 
1,384,232 
 
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying Notes. 
 
AS AT 30 SEPTEMBER 2022
Consolidated Statement of Financial Position

Annual Report 2022  |  63
 
 
 
 
Notes 
Contributed 
equity 
$’000 
Reserves 
$’000 
Retained 
earnings 
$’000 
Total 
equity 
$’000 
Balance at 1 October 2021 
 
876,333 
245,682 
262,217 
1,384,232 
Profit for the financial year 
 
– 
– 
112,767 
112,767 
Other comprehensive income for the financial year 
 
– 
11,682 
– 
11,682 
Total comprehensive income for the financial 
year 
 
– 
11,682 
112,767 
124,449 
Transactions with owners in their capacity as 
owners: 
 
 
 
 
 
Treasury shares acquired 
C2 
(58,560) 
– 
– 
(58,560) 
Treasury shares released 
C2 
49,799 
(49,799) 
– 
– 
Share-based payments 
C3 
– 
36,173 
– 
36,173 
Dividends paid 
C4 
– 
– 
(166,078) 
(166,078) 
Balance at 30 September 2022 
 
867,572 
243,738 
208,906 
1,320,216 
 
 
 
 
 
 
Balance at 1 October 2020 
 
471,249 
205,340 
219,169 
895,758 
Profit for the financial year 
 
– 
– 
164,702 
164,702 
Other comprehensive income for the financial year 
 
– 
21,018 
– 
21,018 
Total comprehensive income for the financial 
year 
 
– 
21,018 
164,702 
185,720 
Transactions with owners in their capacity as 
owners: 
 
 
 
 
 
Shares issued (net of costs after tax) 
C2 
397,978 
– 
– 
397,978 
Treasury shares acquired 
C2 
(29,467) 
– 
– 
(29,467) 
Treasury shares released 
C2 
31,218 
(31,218) 
– 
– 
Share-based payments 
C3 
– 
50,542 
– 
50,542 
Dividend reinvestment plan 
 
5,355 
– 
– 
5,355 
Dividends paid 
C4 
– 
– 
(121,654) 
(121,654) 
Balance at 30 September 2021 
 
876,333 
245,682 
262,217 
1,384,232 
 
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying Notes.  
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Consolidated Statement of Changes in Equity

64  |  Pendal Group
 
 
 
 
Notes 
2022 
$’000 
2021 
$’000 
Cash flows from operating activities 
 
  
  
Fees and other income received 
 
672,227 
591,720 
Interest received 
 
154 
2 
Distributions from investment funds 
 
11,945 
389 
Expenses paid 
 
(426,799) 
(315,075) 
Fund application settlement amounts received / (paid) 
 
1,336 
(1,466) 
Income tax paid 
 
(58,838) 
(46,765) 
Net cash inflows from operating activities 
B6 
200,025 
228,805 
Cash flows from investing activities 
 
 
 
Payments for acquisition of subsidiary, net of cash acquired 
 
– 
(379,024) 
Payments for property, plant and equipment 
 
(637) 
(1,910) 
Payments for financial assets held at FVTPL 
 
(48,077) 
(84,437) 
Proceeds from sales of financial assets held at FVTPL 
 
93,204 
57,233 
Payments for IT development 
 
(1,977) 
(360) 
Proceeds from / (payments for) derivative hedging instruments 
 
8,069 
(3,445) 
Net cash inflows/ (outflows) from investing activities 
 
50,582 
(411,943) 
Cash flows from financing activities 
 
 
 
Proceeds from share issue (net of costs) 
 
– 
375,264 
Proceeds from borrowings 
 
– 
47,958 
Payments for purchase of treasury shares 
 
(58,560) 
(29,467) 
Interest and other financing costs 
 
(1,300) 
(444) 
Payments for leases 
 
(9,338) 
(8,809) 
Fund application settlement amounts (paid) / received 
 
(1,336) 
1,466 
Dividends paid 
 
(166,078) 
(116,291) 
Net cash (outflows) / inflows from financing activities 
 
(236,612) 
269,677 
Net increase in cash and cash equivalents 
 
13,995 
86,539 
Cash and cash equivalents at the beginning of the financial year 
 
297,742 
207,485 
Effects of exchange rate changes on cash and cash equivalents 
 
4,627 
3,718 
Cash and cash equivalents at the end of the financial year 
 
316,364 
297,742 
 
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying Notes.  
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Consolidated Statement of Cash Flows

Annual Report 2022  |  65
 
 
A. About this report 
This is the financial report of Pendal Group Limited (the Company) and its consolidated subsidiaries (together referred to as Pendal 
Group or the Group). The Company is domiciled in Australia and Pendal Group is a for-profit entity for the purpose of preparing 
financial statements.  
 
A1. 
Statement of compliance 
65 
A2. 
Basis of preparation 
65 
A3. 
New and amended accounting standards 
65 
A1. Statement of compliance  
The consolidated financial statements are general purpose financial statements which have been prepared in accordance with 
Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 
2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the 
International Accounting Standards Board (IASB). 
A2. Basis of preparation  
The Financial Report is presented in Australian dollars, which is the Company’s functional and presentation currency, with all values 
rounded to the nearest thousand ($’000), in accordance with ASIC Corporations (Rounding in Financial/Directors' Reports) 
Instrument 2016/191, unless otherwise stated. The Financial Report has been prepared on a historical cost basis, except for the 
revaluation of financial assets and liabilities at fair value through profit or loss.  
Significant accounting policies 
The principal accounting policies adopted in the preparation of the Financial Report are contained within the notes to which they 
relate. These policies have been consistently applied to all the years presented, unless otherwise stated. 
Critical accounting assumptions and estimates  
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to 
exercise its judgement in the process of applying Pendal Group’s accounting policies. The areas involving a higher degree of 
judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are outlined below. 
 
Accounting assumptions and estimates 
Note 
Share-based payments 
D2 
Deferred tax on share-based payments  
D2 
Subsidiaries and controlled entities 
E2 
Intangibles 
F1 
 
The Group has considered the impact of environmental, social and governance (ESG) risk as well as the volatile economic 
environment in preparing its financial statements and in the exercise of critical accounting assumptions and estimates, including 
impacts occurring during the reporting period and the uncertainty of future effects. The Group will continue to monitor these risks 
and the impact they have on the financial statements. 
A3. New and amended accounting standards 
New and amended accounting standards adopted by Pendal Group 
Pendal Group has adopted all of the mandatory new and amended standards and interpretations issued by the AASB that are 
relevant to its operations and effective for the current reporting period. The mandatory new and amended standards adopted by the 
Pendal Group for the year ended 30 September 2022 have not had a significant impact on the current period or any prior period and 
are not likely to have a significant impact in future periods. 
New and amended accounting standards not yet adopted by Pendal Group 
Certain new accounting standards and interpretations have been published that are not mandatory for the year ended 30 
September 2022 and have not been early adopted by the Pendal Group. These standards are not expected to have a material 
impact on the entity in the current or future reporting periods and on foreseeable future transactions. 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Notes to the Consolidated Financial Statements

66  |  Pendal Group
 
 
B. Results for the year 
This section provides information that is most relevant to understanding the financial performance of Pendal Group. 
 
B1. 
Segment information 
66 
B2. 
Revenue and other income 
67 
B3.  
Finance costs 
68 
B4. 
Earnings per share 
68 
B5. 
Taxation 
69 
B6. 
Reconciliation of cash flow from operating activities 
72 
B1. Segment information 
Description of segments 
Operating segments have been reported in a manner consistent with internal management reporting provided to the chief operating 
decision-maker (CODM) for assessing performance and in determining the allocation of resources. The CODM consists of the Group 
Chief Executive Officer and other members of the Global Executive Committee.  
Pendal Group’s business revenues are predominantly derived from a single activity, being the provision of investment management 
services globally. The CODM assesses the performance of the business across geographic locations. Pendal Group has determined 
that it has three operating segments: 
• Pendal Australia, the Group’s investment management business operating in Australia; 
• Pendal EUKA, the Group’s investment management business operating in Europe, UK and Asia; and 
• Pendal US, the Group’s investment management business operating in the United States of America.  
(a) Segment information provided to the CODM: 
The CODM assesses the performance of each operating segment based on operating profit before tax. This measure excludes items 
not considered relevant in evaluating segment performance, including the amortisation and impairment of intangible assets, 
transaction and integration costs associated with mergers and acquisitions and non-operating items such as gains and losses on 
seed investments, interest income and expense, foreign exchange gains and losses and tax. 
 
 
Pendal Australia 
Pendal EUKA 
Pendal US 
Total Group 
 
2022 
 $’000 
2021 
 $’000 
2022 
 $’000 
2021 
 $’000 
2022 
$’000 
2021 
$’000 
2022 
$’000 
2021 
$’000 
Revenue  
145,374 
160,209 
169,486 
177,580 
314,838 
244,119 
629,698 
581,908 
Inter-segment revenue 
(4,862) 
(4,803) 
115,074 
130,150 
(110,212) 
(125,347) 
– 
– 
Total segment revenue 
140,512 
155,406 
284,560 
307,730 
204,626 
118,772 
629,698 
581,908 
Operating expenses  
(126,590) 
(140,970) 
(184,538) 
(191,127) 
(92,116) 
(45,736) (403,244) 
(377,833) 
Inter-segment expense 
5,580 
8,568 
4,502 
(1,952) 
(10,082) 
(6,616) 
– 
– 
Total segment expenses 
(121,010) 
(132,402) (180,036) 
(193,079) 
(102,198) 
(52,352) (403,244) (377,833) 
Operating profit before income tax 
19,502 
23,004 
104,524 
114,651 
102,428 
66,420 
226,454 
204,075 
 
Inter-segment revenue comprises investment management fees paid by Pendal Group entities in one operating segment to Group 
entities in another operating segment for portfolio management and distribution services provided. Inter-segment expenses 
comprise fees paid between segments for management, operational and administrative support services provided. Fees for inter-
segment services are determined using arm’s length pricing methodologies and benchmarked commercial rates.     
The CODM assesses the performance of the total consolidated Pendal Group using a measure of underlying profit after tax (UPAT). 
UPAT is the Group’s operating profit before tax adjusted to include interest income and expense, foreign exchange gains and losses 
and tax.  
Total assets and liabilities are reviewed at a consolidated Pendal Group level, and segment assets and liabilities are not regularly 
reviewed by the CODM.  
 
 
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Notes to the Consolidated Financial Statements

Annual Report 2022  |  67
 
 
(b) Reconciliation of total operating profit before income tax to Statutory profit before tax: 
 
 
2022 
$’000 
2021  
$’000 
Operating profit before income tax 
 
226,454 
204,075 
Amortisation and impairment of intangibles1 
 
(45,176) 
(12,104) 
Net (losses)/gains on financial assets held at FVTPL2 
 
(37,337) 
38,743 
Transaction and integration costs3 
 
(12,401) 
(16,002) 
Non-operating items 
 
17,413 
3,172 
Statutory profit before income tax 
 
148,953 
217,884 
 
   
B2. Revenue and other income  
 
 
2022 
$’000 
2021  
$’000 
Management, fund and trustee fees 
 
577,014 
522,795 
Performance fees 
 
51,924 
57,508 
Other revenue 
 
760 
1,605 
Total revenue  
 
629,698 
581,908 
Net (losses)/gains on financial assets held at FVTPL 
 
(37,337) 
38,729 
Distributions from investment funds 
 
15,689 
5,095 
Net foreign exchange gains 
 
2,925 
1,682 
Interest income 
 
154 
2 
Total other income  
 
(18,569) 
45,508 
Total revenue and other income  
 
611,129 
627,416 
 
Accounting policy  
Revenue  
Revenue is measured at an amount the Group expects to be entitled to receive in exchange for services provided to clients. 
Revenue is recognised as performance obligations to the client are satisfied.  
Management, fund and 
trustee fees 
Management, fund and trustee fees are recognised based on the applicable service contracts, usually 
on a time proportionate basis. Management fees related to investment funds are recognised over the 
period the service is provided.  
Performance fees 
Performance fees are subject to investment performance, market volatility and uncertainty and only 
recognised when performance conditions have been satisfied at the end of the performance period. 
Other income  
Distributions from 
investment funds 
 
Distributions are recognised as revenue when the right to receive payment is established. 
Gain/ (loss) on sale of 
financial assets held at 
FVTPL 
Gains and losses on financial assets held at FVTPL represent the fair value movements in seed 
investments held at FVTPL during the financial year.  
Net foreign  
exchange gain / (loss) 
Net foreign exchange gains and losses represent exchange differences in the translation or settlement 
of foreign denominated monetary and intercompany balances.  
 
 
1 Amortisation and impairment of intangibles relates to fund and investment management contracts and trademarks. 
2 Net gains or losses on financial assets held at FVTPL primarily relate to seed investments in pooled funds managed by Pendal Group. 
3 Transaction and integration costs relate to the acquisition of TSW during the 2021 Financial Year and the proposed Scheme of Arrangement with Perpetual   
Limited during the 2022 Financial Year. 
 
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Notes to the Consolidated Financial Statements

68  |  Pendal Group
 
 
B3. Finance costs 
 
 
2022 
$’000 
2021  
$’000 
Interest and finance charges on lease liabilities 
 
1,336 
1,292 
Interest and finance charges on borrowings 
 
1,299 
445 
Total finance costs  
 
2,635 
1,737 
 
B4. Earnings per share 
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted-average 
number of ordinary shares outstanding (i.e. ordinary shares on issue less treasury shares) during the financial year. The calculation 
of diluted earnings per share also includes the weighted average number of any potential ordinary shares outstanding during the 
financial year. 
Basic earnings per share 
2022 
2021 
Profit attributable to shareholders of the Company ($’000) 
112,767 
164,702 
Weighted average number of ordinary shares on issue (’000) 
382,963 
343,180 
Weighted average number of treasury shares (’000) 
(28,084) 
(26,223) 
Weighted average number of ordinary shares (’000) 
354,879 
316,957 
Basic earnings per share (cents per share) 
31.8 
52.0 
 
Diluted earnings per share 
2022 
2021 
Profit attributable to shareholders of the Company ($’000) 
112,767 
164,702 
Weighted average number of ordinary shares on issue (’000) 
382,963 
343,180 
Weighted average number of treasury shares (’000) 
(28,084) 
(26,223) 
Weighted average number of deferred shares (’000) 
3,545 
5,725 
Weighted average number of options (’000) 
5,297 
2,599 
Weighted average number of ordinary shares and potential ordinary shares (’000) 
363,721 
325,281 
Diluted earnings per share (cents per share) 
31.0 
50.6 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  69
 
 
B5. Taxation 
(a) Income tax expense 
The income tax expense attributable to profit comprises: 
 
 
 
2022 
$’000 
2021  
$’000 
Current income  tax 
 
 
 
Current tax on profits for the year 
 
45,038 
54,115 
Adjustments for current tax of prior periods 
 
(1,160) 
408 
Total current tax expense  
 
43,878 
54,523 
Deferred income tax 
 
 
 
Decrease/ (increase) in deferred tax assets 
 
(5,860) 
(2,179) 
Increase/ (decrease) in deferred tax liabilities 
 
(1,832) 
838 
Total deferred tax expense/ (benefit)  
 
(7,692) 
(1,341) 
Income tax expense attributable to continuing operations  
 
36,186 
53,182 
 
(b) Reconciliation of income tax expense 
The income tax expense attributable to profit reconciles to accounting profit as follows: 
 
2022 
$’000 
2021 
$’000 
Profit before income tax 
148,953 
217,884 
Income tax calculated at the Australian tax rate of 30% (2021: 30%) 
44,686 
65,365 
Tax effect of amounts which are not deductible (taxable) in calculating taxable income: 
 
 
  Employee equity grant amortisation 
346 
259 
  Acquisition transaction costs 
– 
5,157 
  Sundry non-assessable/ non-deductible items 
(5,080) 
(4,089) 
  Differences in overseas tax rates 
(15,963) 
(20,076) 
  State, local and withholding taxes 
8,780 
6,285 
  Deferred tax assets of prior years derecognised/ (recognised) in the current year 
4,654 
(553) 
  Effect on deferred taxes of changes in tax rates  
(77) 
426 
  Adjustments for current tax of prior financial year  
(1,160) 
408 
Income tax expense  
36,186 
53,182 
 
(c) Effective tax rate 
The effective tax rate (ETR) of the Group for the financial year, measured as income tax expense divided by net profit before tax, was 
24.3% (2021: 24.4%). The ETR differs from the applicable Australian income tax rate of 30%, due mainly to the different corporate 
tax rates applied in the jurisdictions in which the Group operates and earns profits. The main corporate tax rates applicable for the 
current period are 30% (2021: 30%) on Australian taxable income, 19% (2021: 19%) on UK taxable income, 21% (2021: 21%) on US 
federal taxable income and 17% (2021: 17%) on Singapore taxable income. 
The UK Government has passed legislation which increases the corporate tax rate on taxable income earned in the UK from 19% to 
25%, effective from 1 April 2023. Pendal Group has remeasured the deferred tax balances relating to its UK-based subsidiaries for 
temporary differences expected to reverse from the 2023 financial year, and recognised the impact of the tax rate change in tax 
expense in profit or loss, except to the extent that it relates to items previously recognised outside of profit or loss (such as share 
based payment transactions recognised directly in equity).  
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

70  |  Pendal Group
 
 
 
(d) Income tax amounts recognised directly in equity 
Current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income, but 
directly debited or credited to equity: 
 
2022 
$’000 
2021 
$’000 
Deferred tax: share-based payment transactions 
6,467 
(6,346) 
Income tax amounts debited/ (credited) to equity 
6,467 
(6,346) 
 
(e) Deferred tax balances 
Deferred tax balances comprise temporary differences attributable to: 
 
Deferred tax  
assets  
Deferred tax  
liabilities 
Deferred tax  
assets  
Deferred tax  
liabilities 
 
2022 
$’000 
2022 
$’000 
2021 
$’000 
2021 
$’000 
Employee equity grants 
17,029 
– 
25,596 
– 
Employee benefits 
20,406 
– 
24,160 
– 
Accrued expenses and prepayments 
64 
693 
1,248 
504 
Property, plant and equipment 
188 
731 
205 
709 
Business related costs 
2,013 
– 
– 
– 
Right-of-use assets 
– 
7,939 
– 
9,810 
Lease liabilities 
8,740 
– 
10,703 
– 
Intangible assets 
1,565 
8,550 
1,062 
11,263 
Financial assets held at FVTPL 
4,040 
375 
– 
9,827 
Borrowing costs 
80 
– 
120 
– 
Foreign exchange gains and losses 
– 
1,751 
– 
110 
Total deferred tax assets and liabilities 
54,125 
20,039 
63,094 
32,223 
Set-off deferred tax balances  
(11,489) 
(11,489) 
(20,960) 
(20,960) 
Net deferred tax assets and liabilities 
42,636 
8,550 
42,134 
11,263 
 
(f) Movements in deferred tax balances 
 
Balance as at  
1 October  
$’000 
Charged to  
profit or loss 
$’000 
Charged to 
comprehensive 
income 
$’000 
Charged to  
equity 
$’000 
Acquired in 
business 
combination 
$’000 
Balance as at  
30 September  
$’000 
2022 
 
 
 
 
 
 
Deferred tax assets 
42,134 
5,860 
1,109 
(6,467) 
– 
42,636 
Deferred tax liabilities  
(11,263) 
1,832 
881 
– 
– 
(8,550) 
2021 
 
 
 
 
 
 
Deferred tax assets 
28,931 
2,179 
772 
6,346 
3,906 
42,134 
Deferred tax liabilities  
(10,148) 
(838) 
(277) 
– 
– 
(11,263) 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  71
 
 
(g) Unrecognised temporary differences 
Temporary difference relating to investments in subsidiaries for which deferred tax liabilities have not been recognised: 
 
2022 
$’000 
2021 
$’000 
Foreign currency translation 
81,056 
88,776 
Unrecognised deferred tax liabilities relating to the above temporary differences 
24,317 
26,633 
 
Accounting policy  
Current tax  
Current tax assets and liabilities are measured at the amount of income taxes payable or recoverable for the period, using 
tax rates and laws enacted or substantively enacted by the reporting date in the countries where the Company and its 
subsidiaries operate.  
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to 
settle on a net basis, or to realise the asset and settle the liability simultaneously. 
Deferred tax  
Deferred tax is accounted for in respect of temporary differences between the tax bases of assets and liabilities and their 
carrying amounts in the consolidated financial statements. Deferred tax liabilities are recognised for all taxable temporary 
differences and deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable 
that taxable profit will be available against which the asset can be utilised. 
Deferred tax is not recognised if it arises from the initial recognition of goodwill or an asset or liability in a transaction, other 
than a business combination, which affects neither taxable income nor accounting profit or from investments in controlled 
entities, or foreign operations where the Company is able to control the timing of the reversal of the temporary differences 
and it is probable that the differences will not reverse in the foreseeable future. 
Deferred tax is measured using tax rates (and laws) that have been enacted or substantively enacted for each jurisdiction by 
the end of the reporting period and are expected to apply when the temporary differences reverse.  
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and 
liabilities and where the deferred tax balances relate to the same taxation authority.  
Current and deferred tax is recognised in profit and loss, except to the extent that it relates to items recognised in other 
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or 
directly in equity, respectively. 
Tax consolidation  
The Company and its wholly owned Australian controlled entities are part of a tax-consolidated group under Australian tax 
legislation. The Company is the head entity in the tax-consolidated group. Entities within the tax-consolidated group have 
entered into a tax funding and a tax sharing agreement with the head entity.  
Under the terms of the tax funding agreement, the Company and each entity in the tax consolidated group has agreed to pay 
(or receive) a tax equivalent payment to (or from) the head entity, based on the current tax liability or current tax asset of the 
entity. The funding amounts are recognised as current inter-company receivables or payables. 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

72  |  Pendal Group
 
 
B6. Reconciliation of cash flow from operating activities 
(a) Reconciliation of cash flow from operating activities 
 
2022 
$’000 
2021 
$’000 
Profit after tax for the financial year 
112,767 
164,702 
Adjustments for non-cash expense items: 
 
 
Depreciation and write-off of fixed assets 
10,619 
9,144 
Amortisation and impairment of intangibles 
45,923 
12,895 
Amortisation of employee equity grants 
42,640 
44,196 
Reinvested distribution income 
(3,410) 
(4,730) 
Net loss/(gain) on sale of financial assets held at FVTPL 
37,337 
(38,729) 
Interest and finance costs 
2,635 
1,737 
Net exchange differences 
(2,924) 
(1,682) 
Change in operating assets and liabilities: 
 
 
Decrease/(increase) in trade and other receivables 
22,699 
(13,832) 
Increase in prepayments 
(412) 
(1,443) 
Increase in deferred tax assets 
(6,969) 
(4,353) 
(Decrease)/increase in trade and other payables  
(13,093) 
16,216 
(Decrease)/increase in employee benefits 
(32,103) 
33,913 
(Decrease)/increase in current tax liabilities 
(12,971) 
8,253 
(Decrease)/increase in deferred tax liabilities 
(2,713) 
2,518 
Net cash inflow from operating activities 
200,025 
228,805 
 
(b) Cash and cash equivalents  
 
2022 
$’000 
2021 
 $’000 
Cash at bank and on hand  
195,820 
233,061 
Cash management trust units at call 
111,509 
64,681 
Restricted cash in escrow 
9,035 
– 
Total cash and cash equivalents 
316,364 
297,742 
 
Accounting policy  
Cash at bank and on hand 
Cash and cash equivalents include cash on hand and deposits held at call with financial institutions.  
Cash management trust units at call 
Cash and cash equivalents include investments in cash management trusts managed by the Group. Cash management trust 
units are highly liquid investments redeemable at call that are readily convertible to known amounts of cash and which are 
subject to an insignificant risk of changes in value. 
Restricted cash in escrow 
Restricted cash in escrow relates to deferred employee remuneration that is held by Pendal Group in trust until certain 
conditions have been satisfied. A corresponding employee benefit liability is recognised on the Consolidated Statement of 
Financial Position. 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  73
 
 
C. Capital and financial risk management 
This section provides information relating to Pendal Group’s capital structure and its exposure to financial risk and how 
they are managed. 
 
C1. 
Capital management 
73 
C2. 
Contributed equity 
74 
C3. 
Reserves 
76 
C4. 
Dividends 
77 
C5. 
Financial assets held at FVTPL 
78 
C6. 
Borrowings 
78 
C7. 
Financial risk management 
79 
 
C1. Capital management 
Pendal Group's objectives when managing capital are to maintain a strong capital base in excess of regulatory requirements 
throughout all business cycles that supports the execution of its strategic goals, in order to optimise returns to its shareholders, 
while ensuring compliance with the Group’s Risk Appetite Statement. 
i) 
Group capital 
The Group generates capital through free cash flows from ongoing operations and predominantly consists of cash to fund working 
capital and regulatory capital requirements, as well as provide capital for strategic initiatives to facilitate future growth. This includes 
the provision of seed capital for new funds and investment strategies. 
The Board regularly reviews the Group’s free cash flow generation, cash and cash equivalents, borrowings, seed investments, tax 
and other financial factors including the share price in order to maintain an optimal capital structure. 
ii) 
Capital distribution 
Surplus capital is typically returned to shareholders in the form of annual dividends, with the Company’s current dividend policy 
targeting a pay out of 80% - 95% of UPAT. In light of the proposed Scheme of Arrangement with Perpetual Limited and expected 
timing of implementation if approved, a lower payout ratio has been applied in the 2022 Financial Year, noting that the cash 
component of the Scheme consideration would be reduced by the amount of the final dividend. 
During the year, the Group announced that it intended to commence an on-market share buy-back of up to $100 million, which was 
subsequently deferred in light of a potential change of control event.  
iii) 
Capital risk management 
Cash profits generated from offshore business units, beyond working capital, regulatory requirements and debt repayments, are 
repatriated back to the Company through inter-company dividends, for which a hedging program is in place to mitigate foreign 
exchange risk. During the financial year, the Group’s structure of corporate entities was reorganised to streamline and enhance 
governance and capital efficiency within the Group.  
iv) 
Proposed Scheme of Arrangement with Perpetual Limited (Perpetual)  
Pendal Group announced on 25 August 2022 that it had entered into a binding Scheme Implementation Deed (SID) with Perpetual 
Limited (ASX: PPT) under which 100% of Pendal’s shares would be acquired for consideration of 1 Perpetual share for every 7.5 
Pendal shares plus $1.976 cash for each Pendal share.   
The Scheme is conditional upon Pendal shareholder approval at a Scheme Meeting, Court approval, regulatory approvals and 
certain other conditions outlined in the SID. Subject to Court approval, the Scheme Meeting is expected to be held in December 
2022 and, if approved, the transaction is expected to complete in January 2023. 
Pendal Group’s capital management policies continue to be applied up to the date of implementation of the Scheme, with certain 
modifications to preserve the Group’s capital structure during this period, including declining to issue new Pendal shares, 
implement share buybacks or increase borrowings, while delivering a minimum cash balance upon completion.  
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

74  |  Pendal Group
 
 
v) 
Regulatory capital requirements 
The Group operates legal entities in jurisdictions that are subject to various regulatory and capital requirements. These include: 
• In Australia, Pendal Fund Services Limited (PFSL) acts as responsible entity/ trustee of Australian registered and unregistered 
trusts and Pendal Institutional Limited (PIL) provides investment management services to institutional clients and Australian unit 
trusts. These companies are required to maintain minimum capital requirements under the Australian Financial Services Licence 
conditions regulated by the Australian Securities and Investments Commission. The level of regulatory capital required as at 30 
September 2022 was $7.2 million.  
• J O Hambro Capital Management Limited (JOHCM) provides investment management services to UK Open Ended Investment 
Companies (OEICs), Irish UCITS funds, institutional clients and other Group entities. JOHCM is regulated by the Financial 
Conduct Authority (FCA) as a MiFID investment firm (under the Markets in Financial Instruments Directive), and by the US 
Securities and Exchange Commission (SEC) as an investment adviser. An Internal Capital Adequacy Assessment Process 
(ICAAP) is used to determine the amount of regulatory capital required to meet its licensing requirements. The level of regulatory 
capital required at 30 September 2022 in accordance with the ICAAP was $56.4 million (£32.9 million).  
• JOHCM Funds (UK) Limited is authorised by the FCA as a collective portfolio management investment firm and is the Authorised 
Corporate Director (ACD) of the UK OEICs. The level of regulatory capital required for JOHCM Funds (UK) Limited was $1.2 
million (£0.7 million) at 30 September 2022. 
• JOHCM Funds (Ireland) Limited is authorised by the Central Bank of Ireland as a UCITS management company and is the 
manager of UCITS funds. During the 2022 Financial Year, JOHCM Funds (Ireland) Limited also became authorised as a MiFID 
investment firm, and was provided with additional equity capital by the Group to satisfy the new licence requirements. The level of 
regulatory capital required at 30 September 2022 was $5.9 million (€3.9 million). 
• JOHCM (Singapore) Pte Limited provides investment management services to institutional clients, other Group entities and a 
Cayman investment fund. It is required to maintain minimum capital as part of its licensing requirements with the Monetary 
Authority of Singapore. The level of regulatory capital required at 30 September 2022 was $6.8 million (S$6.3 million).  
• JOHCM (USA) Inc. and TSW provide investment management services in the United States to a registered mutual fund, Delaware 
Statutory Trusts, Collective Investment Trusts, institutional clients and other Group entities. Each entity is registered as an 
investment adviser with the SEC and is not required to hold minimum regulatory capital. 
All entities complied with regulatory capital requirements at all times throughout the 2022 Financial Year. 
 
 
C2. Contributed equity 
 
2022 
$’000 
2021 
$’000 
Ordinary shares 383,149,490 (2021: 382,677,887) each fully paid 
1,021,001 
1,021,001 
Treasury shares 24,760,197 (2021: 24,340,538) 
(153,429) 
(144,668) 
Total contributed equity 358,389,293 (2021: 358,337,349) 
867,572 
876,333 
 
(a) Ordinary shares 
Ordinary shares entitle the holder to participate in dividends as declared and in the event of a winding up of the Company, to participate 
in the proceeds in proportion to the number of and amounts paid on the shares held. Ordinary shares entitle the holder to one vote per 
share, either in person or by proxy, at a meeting of the Company shareholders. All ordinary shares issued have no par value. 
Movements in ordinary shares during the year: 
 
2022 
Shares ’000 
2022 
$’000 
2021 
Shares ’000 
2021 
$’000 
Balance at the beginning of the financial year 
382,678 
1,021,001 
322,802 
617,668 
Institutional placement and Share Purchase Plan (SPP)4 
– 
– 
55,882 
379,975 
Shares issued as consideration for a business 
combination5 
– 
– 
2,825 
22,714 
Share issuance associated costs 
– 
– 
– 
(4,711) 
Fund linked equity share issuance6 
471 
– 
400 
– 
Dividend reinvestment plan 
– 
– 
769 
5,355 
Balance at the end of the year 
383,149 
1,021,001 
382,678 
1,021,001 
 
4 Shares were issued under the institutional placement and SPP in order to fund the acquisition of TSW, which completed on 22 July 2021. 
5 Shares were issued to TSW employee owners as part of the purchase consideration paid to acquire TSW.  
6 Shares were issued to fund managers who participate in the FLE Scheme. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  75
 
 
 
(b) Treasury shares 
Treasury shares are those shares issued through the Fund Linked Equity (FLE) Scheme, together with those shares purchased as 
necessary, in order to meet the obligations of Pendal Group under its employee share plans. These represent either shares held by 
the employee benefit trusts for future allocation or shares held by employees within Group share plans, subject to sale and vesting 
restrictions. Movements in treasury shares during the financial year were as follows:  
 
2022 
Shares ’000 
2022 
$’000 
2021 
Shares ’000 
2021 
$’000 
Balance at the beginning of the year 
(24,340) 
(144,668) 
(26,768) 
(146,419) 
Treasury shares acquired 
(8,565) 
(58,560) 
(4,571) 
(29,467) 
Fund linked equity share issuance  
(472) 
– 
(400) 
– 
Treasury shares released 
8,617 
49,799 
7,399 
31,218 
Balance at the end of the year 
(24,760) 
(153,429) 
(24,340) 
(144,668) 
 
 
Details of treasury shares at the end of the year were as follows:  
 
2021 
Shares ’000 
2021 
$’000 
2021 
Shares ’000 
2021 
$’000 
Unallocated shares held by trustees 
13,932 
95,122 
11,622 
80,821 
Shares allocated to employees 
10,828 
58,307 
12,718 
63,847 
Balance at the end of the year 
24,760 
153,429 
24,340 
144,668 
 
 
 
 
 
 
Accounting policy  
Ordinary shares 
Ordinary shares are recognised at the amount paid per ordinary share, net of directly attributable issue costs. 
Treasury shares 
Where the Company or other entities of Pendal Group purchase shares in the Company, the consideration paid is deducted 
from total shareholders' equity and the shares treated as treasury shares. Treasury shares are recorded at cost and when 
restrictions on the sale of shares granted to employees are lifted from the employee share plans, the cost of such shares is 
appropriately adjusted to the share-based payment reserve. 
 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

76  |  Pendal Group
 
 
C3. Reserves 
Share-based payment reserve 
The share-based payment reserve relates to the amortised portion of the fair value of equity instruments granted to employees for 
no consideration, recognised as an expense. Deferred tax in relation to amounts not recognised in the Statement of Comprehensive 
Income is also recognised in the share-based payment reserve. The balance of the share-based payment reserve is reduced by the 
payment of certain dividends not paid from retained earnings where the requirements of the Corporations Act are met. 
Foreign currency translation reserve  
Exchange differences arising on the translation of the foreign controlled entities, in addition to gains and losses on derivatives that 
are designated as net investment hedges, are recognised in other comprehensive income and accumulated in the foreign currency 
translation reserve. The cumulative amount is reclassified to profit or loss when the net investment is partially disposed of or sold. 
Cash flow hedge reserve  
The cash flow hedge reserve is used to record gains or losses on hedging instruments that are designated and qualify as cash flow 
hedges and that are recognised in other comprehensive income. Amounts are reclassified to profit or loss when the associated 
hedged transactions affect profit or loss. 
Common control reserve  
The common control reserve relates to the Company’s purchase of the Australian investment management business in 2007. Any 
difference between the cost of acquisition (fair value of consideration paid) and the amounts at which the assets and liabilities are 
recorded has been recognised directly in equity as part of a business combination under the common control reserve.  
 
Share-based 
payment 
reserve 
$’000 
Foreign currency 
translation 
reserve 
$’000 
 
 
Cash flow 
 hedge reserve 
$’000 
Common control 
reserve 
$’000 
Total  
reserves 
$’000 
Balance at 1 October 2021 
201,950 
67,764 
1,440 
(25,472) 
245,682 
Share-based payment expense  
42,640 
– 
– 
– 
42,640 
Deferred tax  
(6,467) 
– 
– 
– 
(6,467) 
Treasury shares released  
(49,799) 
– 
– 
– 
(49,799) 
Currency translation difference 
– 
6,430 
– 
– 
6,430 
Gain/(loss) on hedging activities 
– 
6,692 
(1,440) 
– 
5,252 
Balance at 30 September 2022 
188,324 
80,886 
– 
(25,472) 
243,738 
 
Balance at 1 October 2020 
182,626 
48,214 
(28) 
(25,472) 
205,340 
Share-based payment expense  
44,196 
– 
– 
– 
44,196 
Deferred tax  
6,346 
– 
– 
– 
6,346 
Treasury shares released  
(31,218) 
– 
– 
– 
(31,218) 
Currency translation difference 
– 
22,414 
– 
– 
22,414 
Gain/(loss) on hedging activities 
– 
(2,864) 
1,468 
– 
(1,396) 
Balance at 30 September 2021 
201,950 
67,764 
1,440 
(25,472) 
245,682 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  77
 
 
C4. Dividends 
Equity dividends on ordinary shares 
 
2022 
$’000 
2021 
$’000 
(i) 
Dividends declared and paid during the Financial Year 
  
  
 
Final 10 per cent franked7 dividend for the 2021 Financial Year: 24.0 cents per share  
(2020 Financial Year: 22.0 cents per share 10 per cent franked) 
88,520 
68,532 
 
Interim 10 per cent franked7 dividend for the 2022 Financial Year: 21.0 cents per share  
(2021 Financial Year: 17.0 cents per share 10 per cent franked) 
77,558 
53,122 
 
 
166,078 
121,654 
(ii) 
Dividends proposed to be paid subsequent to the end of the Financial Year and not 
recognised as a liability 
 
 
 
Final dividend for the 2022 Financial Year 3.5 cents (100 per cent franked) per share  
(2021 Financial Year: 24.0 cents per share 10 per cent franked) 
12,923 
89,053 
 
 
Franked dividends 
Dividends declared or paid during the year were franked at the Australian corporate tax rate of 30%. 
The franked portions of the final dividend proposed or paid after 30 September 2022 will be franked out of existing franking credits 
or out of franking credits arising from the payment of income tax in the year ending 30 September 2023.  
 
2022 
$’000 
2021 
$’000 
Franking credits available for subsequent financial years  
6,342 
12,295 
 
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: 
(i)  
franking credits that will arise from the payment of the amount of the provision for income tax 
(ii) 
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date 
(iii) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date. 
 
The impact on the franking account of the dividends proposed or paid by the Directors since year end, but not recognised as a 
liability at financial year end, will be a reduction in the franking account of $5,747,242 (2021: $3,936,115).  
 
Accounting policy  
Dividends 
A provision is made for the amount of any dividend declared by the Directors before or at the end of the financial year but 
not distributed at balance date. 
 
 
 
 
7 The whole of the unfranked amount of the dividend was Conduit Foreign Income as defined in the Income Tax Assessment Act 1997. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

78  |  Pendal Group
 
 
C5. Financial assets held at FVTPL 
 
2022 
$’000 
2021 
$’000 
Unlisted securities  
 
 
Units held in pooled funds 
199,113 
264,061 
Escrow units held in pooled funds8 
2,427 
23,153 
Total 
201,540 
287,214 
 
 
Accounting policy  
Financial assets held at FVTPL 
Financial assets held at FVTPL are equity instruments that the entity has not elected to recognise fair value gains and losses 
through other comprehensive income. 
The fair value of quoted investments in active markets are based on current bid prices. If the market for a financial asset is 
not active, Pendal Group establishes fair value by using valuation techniques. These include the use of recent arm’s length 
transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by 
market participants. 
C6. Borrowings 
USD 3 year term debt facility 
During 2021, Pendal USA Inc. entered into a US$35 million ($53.8 million) syndicated debt facility agreement with HSBC Bank 
Australia Limited, The Northern Trust Company and Westpac Banking Corporation for a three year term to partially fund the 
acquisition of TSW. The facility was fully drawn at balance date and is guaranteed by Pendal Group Limited and certain non-
regulated subsidiaries. 
 
2022 
$’000 
2021 
$’000 
Current 
– 
– 
Non-current 
53,830 
48,570 
Total borrowings 
53,830 
48,570 
Under the terms of the debt facility, the Group is required to comply with the following financial covenants: 
• EBITDA/net interest no less than 3.0x 
• Gross leverage (total debt/ EBITDA) no greater than 3.0x 
The Group has complied with the financial covenants of its debt facility during the year.  
Multi-currency revolving loan facility 
The existing $25 million multi-currency revolving loan facility with HSBC Bank Australia Limited and Westpac Banking Corporation 
remained undrawn throughout the year.  
 
Accounting policy  
Borrowings 
Borrowings are initially recognised at fair value, net of transaction costs. They are subsequently measured at amortised cost 
using the effective interest method.  
Fees paid on the establishment of loan facilities are recognised as finance costs of the loan to the extent that it is probable 
that some or all of the facility will be drawn down. To the extent there is no evidence that it is probable that some or all of the 
facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the 
facility to which it relates. 
 
 
8 Escrow units held in pooled funds relate to deferred employee remuneration that is held by Pendal Group in trust until certain service conditions have 
been satisfied by the employee. A corresponding employee benefit liability is recognised on the Consolidated Statement of Financial Position. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  79
 
 
C7. Financial risk management 
Pendal Group manages its business in Australia and outside of Australia and is consequently exposed to a number of financial risks. 
The key financial risks are market risk (including price risk, interest rate risk and foreign exchange risk), credit risk and liquidity risk. 
The Board is responsible for the establishment and oversight of an effective system of risk management. The Board delegates 
authority to management to conduct business activity within the limits of the approved business plans, policies and procedures. 
The Group held the following financial instruments as at 30 September:  
 
2022 
$’000 
2021 
$’000 
Financial assets 
 
  
Cash and cash equivalents 
316,364 
297,742 
Trade and other receivables 
73,821 
96,520 
Financial assets held at FVTPL 
201,540 
287,214 
Derivatives 
– 
659 
Total financial assets 
591,725 
682,135 
Financial liabilities 
 
 
Trade and other payables 
43,909 
57,002 
Derivatives 
718 
– 
Lease liabilities 
36,677 
44,008 
Borrowings 
53,830 
48,570 
Total financial liabilities 
135,134 
149,580 
 
(a) Market risk 
Pendal Group may bear exposure to market risks which include securities’ price risk, interest rate risk and foreign exchange risk due 
to the nature of its investments and liabilities. The key direct risks are a result of investment and market volatility, which have a 
resulting impact on the funds under management (FUM) of the Group. A reduction in FUM will reduce management fee income, 
calculated as a percentage of FUM, and will result in a decline in financial assets held at fair value through profit or loss, which 
consequently reduces net profit or loss after tax (Statutory NPAT). The Group estimates the potential movements in overall FUM, 
covering all its asset classes, and their impact on Statutory NPAT to be as follows:  
Profit sensitivity to movement in FUM: 
 
2022 
2021 
 
10% 
increase 
10% 
decrease 
10% 
increase 
10% 
decrease 
FUM ($ billion) 
10.4 
(10.4) 
12.5 
(12.5) 
Statutory NPAT ($'000) 
41,848 
(42,007) 
51,368 
(51,448) 
 
The sensitivity calculation is made on the basis of FUM as at 30 September 2022 increasing or decreasing by 10%. The profit or 
loss sensitivity calculation is derived by holding net flows, foreign currencies and market movements flat for 12 months, 
maintaining the current management fee margin, and flowing the resulting revenue through the current operating cost parameters 
and/or assumptions. The appropriateness of the level of reasonably possible movements in FUM has been reviewed in light of the 
volatile economic environment. Depending on the extent and duration of an actual FUM movement, management would respond 
with appropriate measures, which would change the parameters and/or assumptions and potentially reduce or improve the 
calculated profit or loss impact. 
(i) Price risk 
The Group is exposed to securities’ price risk. This arises from both FUM and investments directly held by Pendal Group for which 
prices in the future are uncertain. The majority of the Group's revenue consists of fees derived from FUM. Exposure to securities 
price risk could result in fluctuations in FUM that would affect the Group's profitability. 
Exposure to price risk also arises from directly held units in funds managed by the Group (refer Note C5), which invest in shares in 
unlisted companies and other investments. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

80  |  Pendal Group
 
 
Price risk sensitivity 
The Group provides seed capital to a number of funds that invest in regions including the UK, Europe, Emerging Markets, US, Asia 
and Australia, which may be subject to price volatility. The appropriateness of the levels of reasonably possible movements in seed 
investment prices has been reviewed in light of the volatile economic environment. In aggregate, if the price increased or decreased 
by 10% with all other variables held constant, the Statement of Comprehensive Income would be impacted by: 
 
2022 
2021 
 
10% 
increase 
$’000  
10% 
decrease 
$’000  
10% 
increase 
$’000  
10% 
decrease 
$’000  
Statutory NPAT ($’000) 
14,471 
(14,471) 
19,104 
(19,104) 
 
(ii) Interest rate risk 
The Group is subject to interest rate risk, which affects both the Group's FUM and the Group's cash balances and borrowings. The 
Group’s borrowings on the three-year term facility are at variable rates with interest only payments required until full principal 
repayment at maturity of the facility. This interest rate risk on borrowings is managed through asset/ liability management 
strategies that seek to limit the impact arising from interest rate movements. 
Fair value sensitivity analysis 
Pendal Group does not account for any fixed rate financial instruments at fair value through profit or loss. Therefore, a change in 
interest rates at the reporting date would not result in a change of fair value affecting profit or loss. 
Cash flow sensitivity analysis for variable rate instruments 
A change in interest rates would be applicable to the Group’s cash balances and borrowings. A change of 50 bps/ (25 bps) in the 
average of the effective interest rates over the year ended 30 September 2022 would have increased/(decreased) Statutory NPAT 
and equity by the amounts shown below. The appropriateness of the levels of reasonably possible movements in effective interest 
rates has been reviewed in light of the volatile economic environment. This analysis assumes that all other variables remain 
constant. 
 
 
Profit or loss after tax 
    
Equity 
 
 
2022 
$’000 
2021 
$’000 
  
2022 
$’000 
2021 
$’000 
Interest rates – increase by 50 bps (2021: 25 bps)  
980 
508 
 
– 
– 
Interest rates – decrease by 25 bps (2021: 25 bps) 
(490) 
(508) 
 
– 
– 
 
(iii) Foreign exchange risk 
Pendal Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign 
exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not 
the Group’s functional currency.  
In order to manage the Group’s dividend requirements, a hedging program using foreign currency forward contracts is in place to 
hedge a portion of its investment in its offshore operations. 
Any gain or loss on hedging instruments relating to the effective portion of the hedge is recognised in other comprehensive income 
and accumulated in reserves in equity. The gain or loss relating to any ineffective portion is recognised immediately in Statement of 
Comprehensive Income within other income or other expenses. Gains or losses accumulated in equity are reclassified to Statement 
of Comprehensive Income when the foreign operation is partially disposed of or sold. 
As at 30 September 2022, the notional exposure of the Company’s hedging instruments totalled $74.2 million (2021: $105.8 
million). During the year, a gain of $5.3m was recognised on hedging activities (2021: $1.4m hedging loss). 
The Group’s US dollar-denominated term debt facility is held by Pendal USA Inc., which has a US dollar functional currency, and 
forms part of the Group’s US foreign operations. Exchange differences arising on the translation of the US dollar debt (and other 
assets and liabilities) are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  81
 
 
The following table details Pendal Group’s net exposure to foreign currency as at reporting date in Australian dollar 
equivalent amounts: 
 
 
 
Financial assets 
 
 
Financial liabilities 
 
 
Total 
 
 
Cash at 
bank 
$’000 
Trade 
receivables 
$’000 
Financial 
assets held at 
FVTPL 
$’000 
Derivatives 
$’000  
Trade 
payables 
$’000 
 
Borrowings 
$’000 
Lease 
liabilities  
$’000 
 
Derivatives 
$’000 
 
Net exposure 
$000 
2022 
 
 
 
 
  
 
 
 
 
 
 
GBP 
 
100,066 
16,139 
86,242 
–  
(21,581) 
– 
(22,266) 
(718) 
 
157,882 
EUR 
 
6,684 
367 
16,979 
–  
(1,139) 
– 
– 
– 
 
22,891 
USD 
 
55,685 
36,099 
124,123 
–  
(25,300) 
(53,830) 
(12,087) 
– 
 
124,690 
SGD 
 
14,449 
201 
2,040 
–  
(1,120) 
– 
(857) 
– 
 
14,713 
CAD 
 
501 
869 
– 
–  
– 
– 
– 
– 
 
1,370 
2021 
 
 
 
 
  
 
 
 
 
 
 
GBP 
 
127,150 
23,339 
143,729 
659  
(30,109) 
– 
(28,337) 
– 
 
236,431 
EUR 
 
4,697 
521 
1,184 
–  
(6,152) 
– 
– 
– 
 
250 
USD 
 
62,798 
51,893 
115,670 
–  
(4,753) 
(48,570) 
(12,249) 
– 
 
164,789 
SGD 
 
1,262 
220 
– 
–  
(1,071) 
– 
(140) 
– 
 
271 
 
 
The table below shows the impact on Pendal Group’s Statutory NPAT and equity of a 10% movement in foreign currency exchange 
rates against the Australian dollar for financial assets and financial liabilities: 
 
 
Profit or loss after tax 
 
Equity 
 
 
10% increase 
$’000 
10% decrease 
$’000 
 
10% increase 
$’000 
10% decrease 
$’000 
2022 
 
  
  
 
  
  
GBP 
 
9,844 
(9,844) 
 
5,944 
(5,944) 
EUR 
 
2,289 
(2,289) 
 
– 
– 
USD 
 
13,025 
(13,025) 
 
(556) 
556 
SGD 
 
1,557 
(1,557) 
 
(86) 
86 
CAD 
 
137 
(137) 
 
– 
– 
2021 
 
 
 
 
 
 
GBP 
 
14,373 
(14,373) 
 
9,270 
(9,270) 
EUR 
 
25 
(25) 
 
– 
– 
USD 
 
13,244 
(13,244) 
 
3,235 
(3,235) 
SGD 
 
41 
(41) 
 
(14) 
14 
(b) Credit risk 
Credit risk is the risk that a counterparty will fail to perform contractual obligations, either in whole or in part under a contract. Credit 
risk exposures are monitored regularly with all Pendal Group counterparties. The major counterparties are The Westpac Group, 
HSBC, the funds for which Pendal Australia, JOHCM entities and TSW are the investment manager and trade debtors, including 
wholesale and institutional clients. Exposure to credit risk arises on the Group's financial assets which are disclosed at the beginning 
of this Note. Applying the AASB 9 simplified approach, based on the credit quality of the Group’s counterparties and the immaterial 
historical credit losses experienced by Pendal Group, no expected loss provisions were recognised during the year (2021: Nil). 
The credit quality of financial assets can be assessed by reference to external credit ratings (if available) or to historical information 
about counterparty default rates. The credit quality of financial assets is AA- for The Westpac Group (2021: AA-) and A- for HSBC 
(2021: A-) as rated by Standard & Poor’s. The credit quality of each wholesale or institutional client is assessed by taking into 
account its financial position, past experience and other factors.  
Credit risk further arises in relation to financial guarantees given to certain parties (refer Note E1). Such guarantees are only provided 
in exceptional circumstances and are subject to specific Board approval. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

82  |  Pendal Group
 
 
(c) Liquidity risk 
Liquidity risk is the risk that Pendal Group may not be able to meet its financial obligations in a timely manner at a reasonable cost. 
The Group maintains sufficient cash and working capital in order to meet future obligations and statutory regulatory capital 
requirements. This assessment has been confirmed after considering the present and uncertain future impacts of COVID-19 on the 
Group’s financial position and estimated cash flows. 
Maturities of financial liabilities 
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the 
reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. 
 
Less than 
1 year 
$’000 
Between 
1–2 years 
$’000 
Over 
2 years 
$’000 
Total  
contractual 
cash flows 
$’000 
Carrying  
amount of  
liabilities 
$’000 
2022 
 
 
 
 
 
Trade and other payables 
43,909 
– 
– 
– 
43,909 
Lease liabilities 
8,047 
7,281 
24,837 
40,165 
36,677 
Borrowings 
3,149 
56,979 
– 
60,128 
53,830 
2021 
 
 
 
 
 
Trade and other payables 
57,002 
– 
– 
57,002 
57,002 
Lease liabilities 
8,282 
7,463 
32,026 
47,771 
44,008 
Borrowings 
1,068 
1,068 
49,638 
51, 774 
48,570 
 
(d) Fair value estimation 
Pendal Group measures and recognises its financial assets held at FVTPL (refer Note C5) and derivatives at fair value on a recurring 
basis, and its borrowings initially at fair value and subsequently at amortised cost (refer Note C6). The carrying amount of 
borrowings approximates fair value, as the interest payable on the Group’s borrowings are close to market rates. 
The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. Due to the short-
term nature of the current receivables and current payables, the carrying amount is assumed to approximate their fair value. 
(i) Fair value hierarchy 
The Group classifies fair value measurements using a fair value hierarchy that reflects the subjectivity of the inputs used in making 
the measurements. The classification of financial instruments within the fair value hierarchy and the valuation techniques used to 
determine their values are detailed below: 
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; 
• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that 
is, as prices) or indirectly (that is, derived from prices); 
• Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). 
Changes in Level 2 and 3 fair values are analysed at each reporting date and there were no transfers between Levels 2 and 3 during 
the financial year. 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  83
 
 
(i) Fair value hierarchy (continued) 
 
 
Level 1 
$’000 
Level 2 
$’000 
Level 3 
$’000 
Total 
$’000 
2022 
 
 
 
 
Financial assets 
  
  
  
  
Financial assets held at FVTPL: 
 
 
 
 
Units held in pooled funds9 
– 
199,113 
– 
199,113 
Escrow units held in pooled funds10 
– 
2,427 
– 
2,427 
Total financial assets 
– 
201,540 
– 
201,540 
Financial liabilities 
 
 
 
 
Derivatives 
– 
718 
– 
718 
Borrowings 
– 
53,830 
– 
53,830 
Total financial liabilities 
– 
54,548 
– 
54,548 
2021 
 
 
 
 
Financial assets 
  
  
  
  
Financial assets held at FVTPL: 
 
 
 
 
Units held in pooled funds9 
– 
264,061 
– 
264,061 
Escrow units held in pooled funds10 
– 
23,153 
– 
23,153 
Derivatives 
 
659 
– 
659 
Total financial assets 
– 
287,873 
– 
287,873 
Financial liabilities 
 
 
 
 
Borrowings 
– 
48,570 
– 
48,570 
Total financial liabilities 
– 
48,570 
– 
48,570 
 
(ii) Valuation techniques used to derive Level 2 and Level 3 fair values 
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure 
purposes. The fair value of financial instruments that are not in an active market are determined using valuation techniques. These 
valuation techniques maximise the use of observable market data where it is available and do not rely on entity specific estimates. 
The fair values of quoted investments in active markets are based on current bid prices. If the market for a financial asset is 
not active, Pendal Group establishes fair value by using valuation techniques. These include the use of recent arm’s length 
transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by 
market participants.  
Specific valuation techniques used to value financial instruments include: 
Pooled funds 
During the year, JOHCM managed two OEICs domiciled in the United Kingdom and two UCITS funds domiciled in Ireland. JOHCM 
(USA) Inc. manages a registered mutual fund and a Delaware Statutory Trust domiciled in the United States of America. Each 
investment vehicle is an umbrella scheme with various sub-funds, each with their own investment strategy. Each sub fund had a 
single price directly linked to the fair value of its underlying investments.  
PIL manages unit trusts, domiciled in Australia where units are redeemable at any time for cash based on redemption price, which is 
equal to a proportionate share of the unit trust’s net asset value. 
 
 
 
9 These securities represent shares held in unlisted pooled funds managed by the Group and are measured at fair value. The fair value is measured with 
reference to the underlying net asset values of the pooled funds. 
10 Escrow units held in pooled funds relate to deferred employee remuneration that is held by the Group in trust until certain service conditions have 
been satisfied by the employee. A corresponding employee benefit liability is recognised on the Consolidated Statement of Financial Position. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

84  |  Pendal Group
 
 
Partnership interests  
During the prior year, the Group disposed of an interest in James Hambro & Partners LLP (JH&P) which had been included in Level 
3 of the fair value hierarchy, as the inputs to the asset valuation were not based on observable market prices and had been 
measured at an estimated price that would be received to sell the asset.  
Derivatives 
The fair value of derivative foreign exchange forward contracts that are designated as hedging instruments was determined using 
forward exchange rates at balance date. 
 
(iii) Unobservable inputs 
The following table represents the movement in Level 3 financial instruments: 
 
Interest in 
James Hambro 
& Partners LLP 
$’000 
Total fair 
value –  
level 3 
$’000 
Carrying 
amount 
$’000 
2022 
 
 
 
Balance at the beginning of the financial year 
– 
– 
– 
Gains recognised in profit and loss 
– 
– 
– 
Effects of foreign exchange movements 
– 
– 
– 
Balance at the end of the financial year 
– 
– 
– 
 
2021 
 
 
 
Balance at the beginning of the financial year 
2,537 
2,537 
2,537 
Gains recognised in profit and loss 
1,316 
1,316 
1,316 
Effects of foreign exchange movements 
(11) 
(11) 
(11) 
Disposals 
(3,842) 
(3,842) 
(3,842) 
Balance at the end of the financial year 
– 
– 
– 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  85
 
 
D. Employee remuneration 
This section provides a breakdown of how Pendal Group rewards and remunerates its employees, including key management 
personnel (KMP). Talent management is at the centre of the Group’s remuneration framework, which is aimed at attracting, 
retaining and equitably rewarding its highly talented workforce while safeguarding the interests of its clients and delivering 
returns to shareholders. 
Further information on the Group’s overall remuneration approach, remuneration of KMP and insights into how the fund managers, 
sales teams and general corporate employees are remunerated can be found in the Remuneration Report. 
 
D1. 
Employee benefits 
85 
D2. 
Share-based payments 
86 
D3. 
Key management personnel disclosures 
89 
 
D1. Employee benefits 
 
2022 
$’000 
2021 
$’000 
Annual leave 
3,302 
3,333 
Long service leave 
2,360 
2,797 
Provision for incentives 
108,669 
133,706 
Total current employee liabilities 
114,331 
139,836 
 
 
 
Long service leave 
604 
974 
Provision for incentives 
777 
7,005 
Total non-current employee liabilities 
1,381 
7,979 
 
Included in employee expenses recognised in the Consolidated Statement of Comprehensive Income is an amount related to Pendal 
Group's defined contributions to employees' superannuation and pensions of $8.5 million (2021: $6.5 million). 
 
Accounting policy  
Employee benefits 
Employee benefit liabilities represents accrued wages, salaries, annual and long-service leave entitlements and other 
incentives recognised in respect of employee services up to the end of the reporting period and are measured at the 
amounts expected to be paid when the liabilities are settled and include related on-costs, such as payroll tax, national 
insurance and social security taxes. 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

86  |  Pendal Group
 
 
D2. Share-based payments 
(a) Share options and performance share rights 
Pendal Group’s long-term incentive plans are aimed at driving performance by delivering value only when specific performance 
hurdles are met or exceeded. Under these plans, eligible employees are granted either nil cost options or performance share rights 
in the Company, which convert to ordinary shares on a one-to-one basis when performance and service conditions are met. 
 
Scheme  
Description  
Vesting conditions 
Vesting period 
Pendal Australia 
Performance Reward 
Scheme  
(Pendal Aust PRS) 
This scheme gives the employee the right to receive ordinary shares at 
a future date if specified vesting conditions are met, with no amount 
payable. They are granted at no consideration and carry no dividend 
entitlement or voting rights until they vest, however, there will be a 
dividend-equivalent payment made for dividends attributable to rights 
that vest at the end of the performance period. 
Continued employment and 
performance hurdles based on 
Total shareholder return (TSR) 
and Underlying earnings per 
share growth. 
3 years  
JOHCM Performance 
Reward Schemes  
(JOHCM PRS) 
This scheme gives the employee the right to receive ordinary shares at 
a future date if specified vesting conditions are met, with no amount 
payable. They are granted at no consideration and carry no dividend 
entitlement or voting rights until they vest, however, there will be a 
dividend-equivalent payment made for dividends attributable to rights 
that vest at the end of the performance period. 
Continued employment and 
performance hurdles based on 
TSR and Underlying EPS. 
3 years  
JOHCM Long Term 
Retention Equity – 
nil cost options  
(LTR – NCOs) 
As part of the acquisition of JOHCM, JOHCM fund managers were 
awarded nil cost options, which will vest and be exercised into ordinary 
shares in the Company on a one-to-one basis. 
Continued employment. 
Up to 14 years  
JOHCM Long Term 
Retention Equity  
(NCOs) 
Following the JOHCM acquisition, additional awards were made to 
JOHCM fund managers. The number of other nil cost options awarded 
is determined with reference to individual performance each year. 
Continued employment. 
Up to 5 years 
JOHCM Long Term 
Retention Equity  
(2021 NCOs) 
Under this scheme, employees were awarded nil cost options, which 
will vest and be exercised into ordinary shares in the Company on a 
one-to-one basis. 
Continued employment and 
performance hurdles based on 
Company share price and FUM 
Up to 5 years 
 
Number, grant date fair value and weighted average share price at date of exercise of nil cost options and performance share rights 
awarded during the year: 
 
Pendal Aust 
PRS 
Rights  
$ 
JOHCM PRS 
Rights 
$ 
LTR – NCOs 
Rights 
$ 
NCOs  
Rights 
$ 
2021 
NCOs 
Rights 
 
 
$ 
2022 
 
 
 
 
 
 
 
 
 
 
Outstanding at 1 October 
1,615,391 
 
1,874,935 
 
2,667,230 
 
3,176,664 
 123,612 
 
Granted 
536,062 
3.91 
570,720 
4.04 
– 
– 
797,141 
5.79 
– 
– 
Vested / Exercised 
(17,888) 
4.23 
(104,853) 
6.84 
(681,336) 
6.82 
– 
– 
– 
– 
Forfeited 
(343,457) 
 
(113,066) 
 
– 
 
– 
 
– 
 
Lapsed 
(392,595) 
 
(465,819) 
 
(161,455) 
 
– 
 
– 
 
Outstanding at 30 September 
1,397,513 
 
1,761,917 
 
1,824,439 
 
3,973,805 
 123,612 
 
Exercisable at 30 September 
– 
 
– 
 
– 
 
3,280,516 
 
– 
 
2021 
 
 
 
 
 
 
 
 
 
 
Outstanding at 1 October 
1,170,383 
 
1,115,649 
 
3,348,565 
 
2,321,536 
 
– 
 
Granted 
744,043 
5.96 
1,124,300 
6.06 
– 
– 
855,128 
7.02 123,612 
6.24 
Vested / Exercised 
(2,078) 
7.63 
– 
– 
(681,335) 
6.04 
– 
– 
– 
– 
Forfeited 
(45,479) 
 
(189,972) 
 
– 
 
– 
 
– 
 
Lapsed 
(251,478) 
 
(175,042) 
 
– 
 
– 
 
– 
 
Outstanding at 30 September 
1,615,391 
 
1,874,935 
 
2,667,230 
 
3,176,664 
 123,612 
 
Exercisable at 30 September 
17,888 
 
– 
 
681,335 
 
– 
 
– 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  87
 
 
Fair value of nil cost options granted during the year 
The options are fair valued with reference to the Company’s share price at grant date. The fair value of the nil cost options issued 
during the year was $5.79 (2021: $7.02). The weighted average remaining contractual life of outstanding nil cost options as at 30 
September 2022 was 0.9 years (2021: 1.6 years).  
Fair value of performance share rights awarded during the year 
The fair value of the performance share rights linked to Underlying EPS are valued with reference to the Company’s share price at 
grant date and the fair value of performance share rights linked to TSR are determined using a Monte Carlo simulation pricing model 
with the following inputs: 
• Risk free interest rate 
0.87% 
• Volatility  
35%  
• Dividend yield 
0% 
 
The fair value of the TSR-hurdled performance share rights issued during the year was $2.28 (2021: $5.10) and for the Underlying 
EPS-hurdled performance share rights was $5.79 (2021: $7.02). The weighted average remaining contractual life of outstanding 
performance share rights at 30 September 2022 was 1.0 years (2021: 1.3 years). 
 
(b) Equity grants  
Pendal Group has a number of short-term incentive schemes, under which ongoing equity grants are made to employees and key 
management personnel. Details of the schemes are as follows:  
 
Scheme  
Description  
Vesting conditions 
Vesting period 
Pendal Australia new 
and existing employee 
equity grants  
New and existing employees may receive one-off equity grants 
for retention. 
Continued employment 
Up to 5 years 
Pendal Australia 
Boutique variable 
reward scheme 
Eligible fund managers receive variable remuneration based on a profit 
share arrangement directly attributed to the boutique, with a portion of 
the variable reward deferred into ordinary shares in the Company. 
Continued employment 
Up to 5 years 
Pendal Australia 
Corporate variable 
reward scheme  
Management employees are paid a combination of fixed and variable 
reward in the form of cash and mandatorily deferred ordinary shares in 
the Company. 
Continued employment 
Up to 5 years 
Pendal Australia 
Annual CEO award 
To recognise individual achievement, the winner of the Annual 
CEO Award is eligible to receive ordinary shares in the Company to a 
value of $5,000. 
Continued employment 
Up to 1 year 
Sales Incentive  
Plans 
Pendal Australia and JOHCM sales teams receive variable 
remuneration based on performance measured against sales targets. 
Continued employment 
Up to 5 years 
JOHCM/ TSW  Fund 
manager variable 
reward scheme 
Eligible fund managers receive variable remuneration based on a 
revenue share arrangement with a portion of the variable reward 
deferred into ordinary shares in the Company.  
Continued employment 
Up to 5 years 
JOHCM/ TSW 
Corporate variable 
reward scheme 
Management employees are paid a combination of fixed and variable 
reward in the form of cash and mandatorily deferred ordinary shares in 
the Company. 
Continued employment 
Up to 5 years 
 
Number and weighted average grant date fair value of equity grants awarded during the year: 
 
Equity grants 
2022 
Number  
Fair value 
2022 
$ 
Equity grants 
2021 
Number  
Fair value 
2021 
$ 
Total  
5,635,692 
5.68 
3,279,172 
6.95 
 
Fair value of equity grants awarded during the year 
The fair value of the equity grants was estimated using the Company’s share price on grant date and a discount rate reflecting the 
expected dividend yield over the applicable vesting periods. 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

88  |  Pendal Group
 
 
(c) Fund linked equity (FLE)  
The FLE Scheme allows JOHCM fund managers to convert part of the revenue generated from the growth in FUM related to their 
investment strategies into ordinary shares in the Company based on a pre-determined formula.  
Prior to conversion, no dividends are payable on the FLE awards and the awards do not carry voting rights. 
The fair value of the FLE awards at the time of grant is independently determined based on a market-based valuation of the relevant 
investment strategies.  
At the time of conversion, the number of ordinary shares in the Company converted from FLE awards is based on a pre-determined 
formula, which applies a market-based measure to the after-tax profits generated by the relevant investment strategies. The 
ordinary shares in the Company allocated on conversion are then subject to vesting over a further period of five years. 
The FLE Scheme is an equity-settled scheme, which is not re-measured after grant date. If the scheme was re-measured to reflect 
after-tax profits generated by the investment strategies at the time of conversion, the value of the FLE awards converted may 
exceed the valuation accounted for at grant date. 
No new FLE awards were issued during the year. The Company allocated a total of 763,948 ordinary shares to two investment 
teams who converted their previously issued FLE awards, 471,603 of which were newly issued from share capital and 292,345 which 
were allocated from existing treasury shares  (2021: 400,178 shares issued). The shares issued are subject to vesting conditions for 
up to five years.  
Further details on the FLE Scheme are outlined on pages 26 to 58 of the Remuneration Report. 
 
(d) Expenses arising from share-based payment transactions 
Expenses of Pendal Group arising from share-based payment transactions recognised during the financial year as part of employee 
benefit expense were as follows: 
 
2022 
$’000 
2021 
$’000 
Total amortisation of employee equity grants 
42,640 
44,196 
 
 
 
Critical accounting assumptions and estimates: Share based payments 
The cost of equity-settled share-based payments is measured by reference to the fair value of the equity instruments at the 
date at which they are granted. The fair value calculation is performed by an external valuation expert and is determined 
using Binomial/Monte-Carlo simulation valuation techniques and other market based valuation techniques, taking into 
account the terms upon which the equity instruments were granted. The valuation methodologies involve a number of 
judgements and assumptions which may affect the share based payment expense taken to profit and loss and equity. 
The tax effect of the excess of estimated future tax deductions for share-based payments over the related cumulative 
remuneration expense is recognised directly in equity. The estimated future tax deduction is based on the share price of 
ordinary shares in the Company at balance date in accordance with AASB 112 Income Taxes. 
Accounting policy  
Share-based payments 
Share-based payment compensation benefits are provided to employees via employee shares, performance share rights 
and option schemes. The fair value of shares, performance share rights and options granted to employees for no 
consideration is recognised as an expense over the vesting period, with a corresponding increase in shareholders’ equity. 
The fair value of shares, performance share rights and options granted without market-based vesting conditions 
approximates the listed market price of the shares on the ASX at the date of grant. The fair value of shares granted with 
market-based vesting conditions has been determined using option-equivalent valuation methodologies. The fair value of 
performance share rights and options granted are measured using Binomial/Monte-Carlo simulation valuation techniques, 
taking into account the terms and conditions upon which the performance share rights and options were granted. 
Proposed Scheme of Arrangement with Perpetual 
Under the Scheme Implementation Deed agreed between Pendal Group and Perpetual, Pendal Group must ensure all equity 
grants, share options and performance rights described above are vested, forfeited or lapsed and all restrictions are 
removed prior to the Scheme Record Date. The impact of the potential early vesting, forfeiture or lapse of equity grants, 
share options and performance rights has not been included in these consolidated financial statements given the proposed 
Scheme of Arrangement had not yet been approved as at 30 September 2022 and, as at the date of this report, the Scheme 
had not yet become effective. 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  89
 
 
D3. Key management personnel disclosures 
(a) KMP compensation 
 
2022 
$ 
2021 
$ 
Short-term employee benefits 
10,665,062 
9,221,297 
Post-employment benefits 
296,639 
284,752 
Long-term benefits  
15,159 
30,083 
Share-based payments 
2,435,277 
5,244,112 
Total  
13,412,137 
14,780,244 
 
(b) Shareholdings 
The following table sets out details of number of ordinary shares in the Company held by KMP (including their related parties): 
 
2022 
2021 
Held at the beginning of the year 
2,417,429 
2,318,324 
Granted as remuneration 
264,739 
155,444 
Exercise of performance share rights 
104,853 
– 
Purchases and holdings on commencement as KMP 
45,744 
332,935 
Sales and holdings on cessation as KMP 
(1,667,967) 
(389,274) 
Held at the end of the year 
1,164,798 
2,417,429 
 
 
(c) Other equity instruments 
The following table sets out the number of performance share rights held by KMP (including their related parties): 
 
2022 
2021 
Held at the beginning of the year 
1,676,145 
879,141 
Granted as remuneration and held on commencement as KMP 
461,136 
946,405 
Vested during the year 
(104,853) 
– 
Lapsed during the year and held on cessation as KMP 
(776,046) 
(149,401) 
Held at the end of the year 
1,256,382 
1,676,145 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

90  |  Pendal Group
 
 
E. Group structure 
This section explains significant aspects of the Pendal Group structure including changes during the year. The ultimate parent 
entity within the Group is Pendal Group Limited, which is a listed entity in Australia with subsidiaries in Australia and overseas.  
 
E1. 
Parent entity information 
90 
E2. 
Subsidiaries and controlled entities 
91 
E3. 
Structured entities 
93 
E4. 
Related party transactions 
93 
 
E1. Parent entity information 
(a) Summary financial information 
 
Company 
 
2022 
$’000 
2021 
$’000 
Profit for the financial year 
170,168 
136,252 
Total comprehensive income for the financial year 
175,420 
137,648 
Current assets 
126,264 
137,481 
Total assets 
1,352,684 
1,317,705 
Current liabilities 
104,944 
58,420 
Total liabilities 
106,013 
60,862 
Shareholders’ equity: 
 
 
Contributed equity 
888,714 
894,845 
Reserves 
 
 
Common control reserve 
(25,471) 
(25,471) 
Share-based payment reserve 
166,268 
173,427 
Net investment hedge reserve 
(852) 
(7,544) 
Cash flow hedge reserve 
– 
1,440 
Retained earnings 
218,012 
220,147 
Total equity 
1,246,671 
1,256,844 
 
(b) Guarantees entered into by the parent entity 
The parent entity has guaranteed the obligations of its subsidiary, PIL, to its institutional clients. The effect of the guarantee, which 
is capped at $5 million, is to provide recourse to capital exceeding the minimum regulatory capital required to be maintained by PIL. 
The parent entity has provided a guarantee to a syndicate of banks in respect of obligations of its subsidiary, Pendal USA Inc. under 
a US$35 million term debt facility agreement entered into to facilitate the acquisition of TSW. 
(c) Contingent liabilities of the parent entity 
The parent entity has contingent liabilities as outlined in Note F3. 
(d) Contractual commitments for the acquisition of property, plant or equipment 
The parent entity had no contractual commitment for the acquisition of property, plant and equipment at balance date (2021: $nil). 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  91
 
 
Accounting policy  
The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements 
of the Pendal Group, except for the items below. 
Capital contributions 
The grant by the Company of interests in its equity instruments to the employees of its subsidiaries is treated as a capital 
contribution to that subsidiary. The fair value of employee services received, measured by reference to the grant date fair 
value, is recognised over the vesting period as an increase to investment in subsidiaries, with a corresponding credit to 
equity. The amounts recognised are reduced to the extent that the fair value of equity grants is recharged by the Company to 
the subsidiary. 
Financial guarantees 
Where the Company has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, 
the fair values of the guarantees are accounted for as contributions and recognised as part of the cost of the investment. 
 
 
E2. Subsidiaries and controlled entities 
 
 
Equity holding 
Name  
Country of  
incorporation/ 
formation 
 Class of 
shares 
2022 
% 
2021 
% 
Pendal Institutional Limited 
Australia 
Ordinary  
100 
100 
Pendal Fund Services Limited 
Australia 
Ordinary 
100 
100 
Regnan – Governance Research and Engagement Pty Ltd 
Australia 
Ordinary 
100 
100 
Pendal UK Limited  
UK 
Ordinary 
100 
100 
J O Hambro Capital Management Holdings Limited  
UK 
Ordinary 
100 
100 
J O Hambro Capital Management Limited  
UK 
Ordinary 
100 
100 
JOHCM Funds (UK) Limited 
UK 
Ordinary 
100 
100 
JOHCM Funds (Ireland) Limited 
Ireland 
Ordinary 
100 
100 
JOHCM (Singapore) Pte Limited 
Singapore 
Ordinary 
100 
100 
JOHCM (USA) Inc. 
USA 
Ordinary 
100 
100 
Pendal USA Inc. 
USA 
Ordinary 
100 
100 
Thompson, Siegel & Walmsley LLC 
USA 
Ordinary 
100 
100 
Pendal Group Limited Employee Equity Plan Trust 
(terminated 28 September 2022) 
Australia 
– 
– 
– 
Pendal Group Employee Benefit Trust  
Jersey 
– 
– 
– 
Pendal Group Employee Benefit Trust No.2          
(established 9 December 2021) 
Jersey 
– 
– 
– 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

92  |  Pendal Group
 
 
Accounting policy  
Principles of consolidation 
The Financial Report incorporates the financial statements of the Company and entities controlled by Pendal Group and its 
subsidiaries. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating 
policies, generally accompanying a shareholding of more than one-half of the voting rights. Subsidiaries are fully 
consolidated from the date on which the Company obtains control and until such time as control ceases.  
In preparing the Financial Report, all Intercompany transactions, balances and unrealised gains arising within the Group 
are eliminated in full.  
Controlled entities within the Group conduct investment management and other fiduciary activities as responsible entity, 
trustee or manager on behalf of individuals, trusts, retirement benefit plans and other institutions. These activities involve 
the management of assets in investment schemes and superannuation funds, and the holding or placing of assets on 
behalf of third parties. 
Where the controlled entities, as responsible entity or trustee, incur liabilities in respect of these activities, a right of 
indemnity exists against the assets of the applicable trusts. To the extent these assets are sufficient to cover liabilities, 
and it is not probable that the controlled entity will be required to settle them; the liabilities are not included in the 
consolidated financial statements. 
Foreign currency translation 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of 
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the 
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised 
in the Statement of Comprehensive Income. 
The results and financial position of foreign operations that have a functional currency different from the presentation 
currency are translated into the presentation currency as follows: 
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; 
• income and expenses included in the Statement of Comprehensive Income are translated at average exchange rates (unless 
this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case 
income and expenses are translated at the dates of the transactions); and 
• all resulting exchange differences are recognised in other comprehensive income in the foreign currency translation reserve. 
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of 
the foreign operation and translated at the closing rate. 
 
Critical accounting assumptions and estimates: Subsidiaries and controlled entities 
The Group holds interests in certain investment funds for which subsidiaries of the Group provide fiduciary and investment 
management services. Such interests are not considered to be interests in controlled entities, and are recognised in the 
consolidated financial statements as financial assets held at fair value through profit and loss. This classification involves 
the use of judgement in assessing whether the Group controls each relevant fund, including consideration of the nature 
and significance of various factors such as the exposure of Group entities to variability of returns from the funds, 
remuneration to which Group entities are entitled from the funds, the scope of the Group entities’ decision-making 
authority over the fund and the rights held by third parties to remove Group entities as the fund manager. 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  93
 
 
E3. Structured entities 
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who 
controls the entity and the relevant activities are directed by means of contractual arrangements. Pendal Group has significant 
influence over the funds it manages due to its power to participate in the financial and operating policy decisions of the investee 
through its investment management agreements. 
The Group considers all its fund vehicles to be structured entities. The Group invests its own capital for the purpose of seeding fund 
vehicles to develop a performance track record prior to external investment being received. The Group also receives management 
and performance fees for its role as investment manager. 
The funds’ objectives include achieving returns of income and/ or capital exceeding certain benchmarks over the medium to long 
term. The funds invest in a number of different financial instruments including equities and debt instruments. The funds finance 
their operations by issuing redeemable shares or units, which are puttable at the holder’s option and entitle the holder to a 
proportional stake in the respective fund’s net assets. 
Pendal Group holds redeemable shares or units in some of its managed funds. The nature and extent of the Group’s interests in 
funds is summarised by asset class below: 
 
 
Australian 
equities 
$’000 
Australian 
diversified  
and property 
$’000 
Australian 
cash and fixed 
income 
$’000 
International 
equities 
$’000 
Other 
$’000 
Total 
$’000 
2022 
 
 
 
 
 
 
Cash and cash equivalents 
– 
– 
111,509 
– 
– 
111,509 
Trade and other receivables 
2,293 
– 
1,580 
30,229 
751 
34,853 
Financial assets held at FVTPL 
– 
– 
– 
205,145 
– 
205,145 
Total Assets 
2,293 
– 
113,089 
235,374 
751 
351,507 
Maximum exposure to loss  
2,293 
– 
113,089 
235,374 
751 
351,507 
Net asset value of funds 
3,952,377 
1,037,002 
6,571,300 
28,989,087 
77,450 
40,627,216 
2021 
 
 
 
 
 
 
Cash and cash equivalents 
– 
– 
64,681 
– 
– 
64,681 
Trade and other receivables 
2,559 
– 
1,453 
52,552 
205 
56,769 
Financial assets held at FVTPL 
– 
– 
– 
287,214 
– 
287,214 
Total Assets 
2,559 
– 
66,134 
339,766 
205 
408,664 
Maximum exposure to loss  
2,559 
– 
66,134 
339,766 
205 
408,664 
Net asset value of funds 
4,699,002 
1,348,347 
5,145,362 
42,079,293 
191,775 
53,463,779 
 
Unless specified otherwise, the Group’s maximum exposure to loss is the total of its on-balance sheet positions as at reporting date. 
There are no additional off-balance sheet arrangements which would expose the Group to potential loss in respect of 
unconsolidated structured entities.  
During the year, the Group earned both management and performance fee income from structured entities of $338,687,250 (2021: 
$375,189,721). 
 
E4. Related party transactions 
Compensation and other transactions with key management personnel are set out in Note D3 and the Remuneration Report on 
pages 26 to 58.  
The Group earns management and performance fees from investment fund vehicles managed by subsidiaries of the Group (refer 
Note E4).  JOHCM Funds (UK) Limited, as ACD of J O Hambro Capital Management UK Umbrella Fund, operates a bank account for 
investor subscriptions and redemptions and processed transactions in the 2022 Financial Year with values totalling approximately 
$1,887,331,787 (2021: $2,639,546,732) for subscriptions and $2,198,681,527 (2021: $3,788,353,769) for redemptions.  
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

94  |  Pendal Group
 
 
F. Other  
This section provides details on other required disclosures to comply with the Australian Accounting Standards and International 
Financial Reporting Standards. 
 
F1. 
Intangible assets 
94 
F2.  
Lease assets and liabilities 
97 
F3. 
Contingent liabilities 
98 
F4. 
Remuneration of auditors 
98 
F5. 
Subsequent events 
99 
 
F1. Intangible assets 
 
Goodwill 
$’000 
Fund and 
investment 
management 
contracts  
$’000 
Other intangibles 
$’000 
Total  
$’000 
2022 
 
 
 
 
Net book value as at 1 October 2021 
538,858 
387,982 
3,380 
930,220 
Additions  
– 
– 
1,029 
1,029 
Acquisition of business11 
310 
– 
– 
310 
Foreign exchange gain / (loss) 
(14,419) 
30,456 
76 
16,113 
Amortisation expense  
– 
(26,235) 
(1,519) 
(27,754) 
Impairment loss 
– 
(18,168) 
– 
(18,168) 
Net book value as at 30 September 2022 
524,749 
374,035 
2,966 
901,750 
Represented by: 
 
 
 
 
Cost  
524,749 
510,068 
9,713 
1,044,530 
Accumulated amortisation and impairment  
– 
(136,033) 
(6,747) 
(142,780) 
2021 
 
 
 
 
Net book value as at 1 October 2020 
476,093 
53,443 
2,567 
532,103 
Additions  
– 
– 
224 
224 
Acquisition of business 
53,631 
337,996 
1,495 
393,122 
Foreign exchange gain 
9,134 
8,503 
29 
17,666 
Amortisation expense  
– 
(9,310) 
(935) 
(10,245) 
Impairment loss 
– 
(2,650) 
– 
(2,650) 
Net book value as at 30 September 2021 
538,858 
387,982 
3,380 
930,220 
Represented by: 
 
 
 
 
Cost  
538,858 
483,998 
8,544 
1,031,400 
Accumulated amortisation and impairment  
– 
(96,016) 
(5,164) 
(101,180) 
 
 
 
 
11 The Group acquired Thompson, Siegel & Walmsley LLC (TSW), a US-based value-oriented investment management company, on 22 July 2021. The 
fair value of intangible assets acquired in the prior financial year has been revised in accordance with Accounting Standard AASB 3 Business 
Combinations. The effect of the revision has been to increase the fair value of goodwill recognised on acquisition by $0.3 million. 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  95
 
 
Fund and investment management contracts: 
Fund management contracts relate to contractual relationships to manage JOHCM open-ended funds (OEICs). Investment 
management contracts comprise contractual relationships with institutional, wholesale and sub-advisory clients. The contracts 
were recognised by Pendal Group when it acquired JOHCM and TSW, and are recognised as follows: 
 
2022 
$’000 
2021 
$’000 
Fund management contracts – OEICs 
33,204 
44,298 
Investment management contracts – segregated mandates (JOHCM) 
1,531 
2,699 
Investment management contracts – sub-advisory and segregated accounts (TSW) 
339,300 
340,985 
Total  
374,035 
387,982 
 
The recoverable amount of JOHCM fund and management contracts has been measured using the present value of future cash 
flows expected to be derived for each asset. The discount rate used to discount the cash flow projections (post-tax) is 11.8% 
(2021:11.8%), based on the cost of capital. 
Impairment losses of $18.2 million (2021: $2.6 million), due to the re-measurement of the fund and investment management 
contracts to the lower of their carrying value and their recoverable amount, are included in the depreciation, amortisation and 
impairment expense in the Statement of Comprehensive Income. Impairment losses may be reversed in certain circumstances if 
there has been a change in forecasts and market conditions used in determining the recoverable and carrying amounts. 
Goodwill: 
Goodwill has been derived from the following business combinations: 
 
2022 
$’000 
2021 
$’000 
Purchase of Pendal (formerly BTIM) effective 19 October 2007 
233,300 
233,300 
Purchase of JOHCM effective 1 October 2011 
230,436 
250,810 
Purchase of TSW effective 22 July 2021 
61,013 
54,748 
Total  
524,749 
538,858 
 
For the purpose of impairment testing, assets are grouped at the lowest level for which there are separately identifiable cash 
inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units or CGUs). 
To determine if goodwill is impaired, the carrying value of the identified CGU to which the goodwill is allocated is compared to its 
recoverable amount. 
Goodwill is allocated to CGUs according to operating segments (refer Note B1). Goodwill recognised on the acquisition of TSW in the 
2021 Financial Year is allocated to the Pendal US operating segment, which comprises the JOHCM US CGU and the TSW CGU, each 
of which are tested separately for impairment. The carrying value of goodwill is attributable to Pendal Australia ($233.3 million), 
Pendal EUKA ($148.6 million) and Pendal US (comprising JOHCM US ($81.8 million) and TSW ($61.0 million)), respectively. 
The recoverable amount of each CGU is determined as the higher of its fair value less costs of disposal and its value in use.  
The fair value less costs of disposal methodology utilises cash flow projections (post-tax) based on management’s best estimates 
over a 5 year period and then applies a terminal value in perpetuity of 3.0% (2021: 2.5%). The discount rate used to discount the 
cash flow projections is 11.8% for each CGU (2021: 11.8%) based on the cost of capital (post-tax) for each of the CGUs. Management 
is of the view that reasonably possible changes in the key assumptions, such as an increase to the discount rate of 2% or a reduction 
in cash flow of 10%, would not cause the recoverable amount for JOHCM (EUKA), JOHCM (US) or TSW CGUs to fall short of their 
respective carrying amounts as at 30 September 2022. However, an increase to the discount rate of 2% or a reduction in cash flow of 
10% would cause the recoverable amount for the Pendal Australia CGU to fall short of its carrying amount at 30 September 2022. 
The current headroom for Pendal Australia is $20.6 million (2021: $81.0 million). For the estimated recoverable amount of the 
goodwill attributable to Pendal Australia to be equal to its carrying amount, the post-tax discount rate would have to increase to 
12.5%, or the projected cash flows would need to reduce by 7.6%.  
There has been no impairment of goodwill during the year ended 30 September 2022. The carrying values of JOHCM and TSW 
goodwill have been translated to Australian dollars using the 30 September British pound and US dollar spot exchange rates as 
applicable.  
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

96  |  Pendal Group
 
 
Accounting policy  
Goodwill 
Goodwill represents the excess of the cost of an acquisition over the fair value of Pendal Group’s share of the net identifiable 
assets acquired at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses. 
Fund and investment management contracts  
Fund and investment management contracts acquired as part of business combinations are recognised separately from 
goodwill. They are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. 
Amortisation is calculated based on the timing of projected cash flows of the contracts over their estimated useful lives, 
currently estimated at between 5 and 20 years. 
Other intangibles 
Other intangibles include IT development and software costs incurred in developing products or systems and costs 
incurred in acquiring software and licences that will contribute to future period financial benefits through revenue 
generation and/or cost reduction. Costs capitalised include external direct costs of service and are recognised as intangible 
assets. Amortisation is calculated on a straight-line basis between three and five years. 
Other intangibles also include trademarks and tradenames acquired as part of a business combination and recognised 
separately to goodwill. They are carried at their fair value at the date of acquisition less accumulated amortisation and 
impairment losses. Amortisation is calculated based on the timing of estimated cash flows attributable to the trademarks 
and tradenames over their estimated useful lives, currently estimated at 2 years. 
Impairment 
Goodwill and other intangible assets are tested each reporting period for impairment or more frequently if events or 
changes in circumstances indicate that they might be impaired, or whenever events or changes in circumstances indicate 
the carrying amount may not be recoverable. 
An impairment loss is recognised through the Statement of Comprehensive Income for any amount by which the asset’s 
carrying amount exceeds its recoverable amount. Intangible assets other than goodwill are reviewed for possible reversal of 
impairment losses at each reporting date. Reversals are made in certain circumstances if there has been a change in 
forecasts and market conditions used in determining the recoverable and carrying amounts. 
 
Critical accounting assumptions and estimates: Intangible assets 
The fund and investment management contracts are initially measured at their fair value. This involves the use of 
judgements, estimates and assumptions about future fund flows and investment performance, based largely on past 
experience and contractual arrangements. 
Pendal Group tests whether goodwill has suffered any impairment at each reporting period. The recoverable amount of 
a cash generating unit (CGU) is determined based on the higher of the ‘fair value less cost of disposal’ methodology and the 
‘value in use’ methodology, which requires the use of assumptions. Key assumptions requiring judgement include projected 
cash flows, growth rate assumptions and discount rates.  
 
 
 
 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  97
 
 
F2. Lease assets and liabilities 
Right-of-use assets 
 
2022 
$’000 
2021 
$’000 
Office space 
33,262 
39,436 
Equipment 
423 
462 
Right-of-use lease assets 
33,685 
39,898 
 
Additions to right-of-use assets during the 2022 Financial Year were $0.9 million (2021:$11.0 million). 
Lease liabilities 
 
2022 
$’000 
2021 
$’000 
Current  
5,825 
8,234 
Non-current 
30,852 
35,774 
Balance at the end of the financial year 
36,677 
44,008 
 
The following amounts relating to leases are disclosed in the Statement of Comprehensive Income: 
 
2022 
$’000 
2021 
$’000 
Finance costs 
1,336 
1,347 
Depreciation charge of right-of-use assets: 
 
 
Office space 
7,803 
6,750 
Equipment 
110 
255 
Total lease related amounts in the Statement of Comprehensive Income 
9,249 
8,352 
 
The total cash outflow for leases in 2022 was $9.3 million (2021: $8.8 million). 
 
Accounting policy  
Leases 
Pendal Group’s leases consist predominantly of property leases, which are used as corporate offices by the Group. Assets 
and liabilities arising from each lease are initially measured on a present value basis.  
Lease liabilities include the net present value of the following lease payments, where applicable: 
• fixed payments, less any lease incentives receivable; 
• variable lease payments that are based on an index or a rate, initially measured using the index or rate at the commencement 
date; 
• amounts expected to be payable by the Group under residual value guarantees;  
• the exercise price of a purchase option or payments under extension options if the Group is reasonably certain to exercise 
that option; and  
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. 
The lease payments are discounted using the interest rate implicit in the lease, unless that rate cannot be readily 
determined. The lessee’s incremental borrowing rate is used for the Group’s leases, being the rate that would have to be 
paid to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic 
environment with similar terms, security and conditions. 
To determine the incremental borrowing rate, the Group, where possible, uses recent third party financing received or, for 
leases held by entities within the Group which have not obtained recent third party financing, a risk-free interest rate 
adjusted for credit risk. Adjustments specific to the lease are applied, which may include the lease term, geographical 
location, currency and security. 
Right-of-use assets are measured at cost, comprising the amount of the initial measurement of lease liability, any lease 
payments made at or before the commencement date less any lease incentives received and any initial direct costs or 
restoration costs. 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

98  |  Pendal Group
 
 
F3. Contingent liabilities 
Guarantee on bank borrowings 
Pendal Group Limited and its subsidiaries, Pendal (UK) Limited and J O Hambro Capital Management Holdings Limited, act as 
guarantors for the obligations of Pendal USA Inc. under a US$35 million three year term loan facility with a syndicate of financial 
institutions comprising HSBC Bank Australia Limited, The Northern Trust Company and Westpac Banking Corporation.  
Capital guarantee 
The Company has guaranteed the obligations of PIL to its institutional clients. The effect of the guarantee, which is capped at $5 
million in aggregate, is to provide recourse to capital exceeding the minimum regulatory capital required to be maintained by PIL. 
Proposed Scheme of Arrangement with Perpetual 
Pendal Group has various contingent rights and obligations under the binding Scheme Implementation Deed (SID) entered into with 
Perpetual and announced on 25 August 2022 under which 100% of Pendal’s shares would be acquired for consideration of 1 
Perpetual share for every 7.5 Pendal shares plus $1.976 cash for each Pendal share. These include the right to receive or obligation 
to pay a fee of $23.0 million if the proposed Scheme is not implemented in specified circumstances. Pendal has also entered into 
arrangements with external advisers for services in relation to the proposed Scheme for which a proportion of fees is contingent 
upon implementation of the proposed Scheme. The payment of employee benefits of $4.3 million under certain remuneration 
arrangements with Group employees is also contingent upon implementation of the proposed Scheme, as described in the 
Remuneration Report. 
Other 
To the extent that Pendal Group, in the normal course of business, has incurred various contingent obligations at 30 September 
2022, none of those contingent obligations is anticipated to result in any material loss. 
 
F4. Remuneration of auditors 
(a) Audit and other services – Australia 
PricewaterhouseCoopers 
2022 
$ 
2021 
$ 
Statutory audit services 
 
  
 
Audit and review of statutory financial reports of the parent covering the Group 
496,571 
395,924 
 
Audit of statutory financial reports of controlled entities 
55,074 
76,134 
Audit-related services 
 
 
 
Audit of Australian Financial Service Licences 
19,872 
27,925 
Other assurance services 
 
 
 
Internal controls report (GS007) 
87,024 
84,489 
 
Non-statutory review of Group financial information for Scheme Booklet 
130,000 
– 
 
Agreed-upon procedures (AUP) reports  
64,000 
72,600 
Non-audit related (other) services 
 
 
 
Transaction due diligence services 
49,470 
832,000 
 
Remuneration advisory services 
180,000 
– 
Total remuneration for services – Australia 
1,082,011 
1,489,072 
 
 
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

Annual Report 2022  |  99
 
 
(b) Audit and other services – outside of Australia  
 
 
PricewaterhouseCoopers 
2022 
$ 
2021 
$ 
Statutory audit services 
 
 
 
Audit and review of statutory financial reports of controlled entities 
646,999 
452,595 
Audit-related services 
 
 
 
Financial Conduct Authority client assets report  
166,891 
138,174 
Other assurance services 
 
 
 
Internal controls report (SOC1) 
193,866 
172,067 
Non-audit related (other) services 
 
 
 
Fund reorganisation tax services 
– 
548,945 
 Total remuneration for services – outside of Australia 
1,007,756 
1,311,781 
 
(c) Other services to non-consolidated trusts 
The Company’s external auditor provides audit and other assurance services to non-consolidated trusts in Australia for which PFSL 
and PIL act as trustee, manager or responsible entity. The financial statement audit fees were $1,037,676 for the financial year 
(2021: $1,321,008), and $139,631 (2021: $135,564) for other assurance services comprising compliance plan audits. 
The Company’s external auditor provides audit and non-audit services to non-consolidated investment funds outside of Australia 
for which JOHCM or JOHCM (USA) Inc. act as trustee or investment manager. The audit fees were $907,410 for the financial year 
(2021: $570,954), and $409,505 (2021: $235,670) for other assurance services comprising tax compliance and consulting 
services.  
 
F5. Subsequent events 
 
Pendal Group announced on 25 August 2022 that it had entered into a binding Scheme Implementation Deed (SID) with Perpetual 
Limited (ASX: PPT) under which 100% of Pendal’s shares would be acquired for consideration of 1 Perpetual share for every 7.5 
Pendal shares plus $1.976 cash for each Pendal share.   
The Scheme is conditional upon Pendal shareholder approval at a Scheme Meeting, Court approval, regulatory approvals and 
certain other conditions outlined in the SID. Subject to Court approval, the Scheme Meeting is expected to be held in December 
2022 and, if approved, the transaction is expected to complete in January 2023. 
There are no other matters or circumstances which are not otherwise reflected in this Financial Report that have arisen subsequent 
to the balance date, which have significantly affected or may significantly affect the operations of Pendal Group, the results of those 
operations or the state of affairs of the Group in subsequent financial periods.  
Notes to the Consolidated Financial Statements
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022

100  |  Pendal Group
 
 
 
In the Directors’ opinion: 
a) the financial statements and notes set out on pages 61 to 99 are in accordance with the Corporations Act, including: 
i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional 
reporting requirements 
ii) giving a true and fair view of Pendal Group’s financial position as at 30 September 2022 and of its performance for the year 
ended on that date; and  
b) there are reasonable grounds to believe that Pendal Group Limited will be able to pay its debts as and when they become due 
and payable. 
Note A1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the 
International Accounting Standards Board. 
The Directors have been given the declarations required under section 295A of the Corporations Act by the Group Chief Executive 
Officer and Group Chief Financial Officer. 
This declaration is made in accordance with a resolution of the Directors. 
 
For and on behalf of the Board. 
 
 
 
 
 
Deborah Page AM 
Chairman 
 
 
 
 
 
Nicholas Good 
Managing Director and Group Chief Executive Officer 
4 November 2022 
 
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2022
Directors’ Declaration

Annual Report 2022  |  101
PricewaterhouseCoopers, ABN 52 780 433 757 
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY  NSW  2001 
T: +61 2 8266 0000, F: +61 2 8266 9999 
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 
T: +61 2 9659 2476, F: +61 2 8266 9999 
Liability limited by a scheme approved under Professional Standards Legislation. 
Independent auditor’s report 
To the members of Pendal Group Limited 
Report on the audit of the financial report 
Our opinion 
In our opinion: 
The accompanying financial report of Pendal Group Limited (the Company) and its controlled entities 
(together the Group) is in accordance with the Corporations Act 2001, including: 
(a) giving a true and fair view of the Group's financial position as at 30 September 2022 and of its
financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited 
The Group financial report comprises: 
•
the consolidated statement of financial position as at 30 September 2022
•
the consolidated statement of comprehensive income for the year then ended
•
the consolidated statement of changes in equity for the year then ended
•
the consolidated statement of cash flows for the year then ended
•
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
•
the directors’ declaration.
Basis for opinion 
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under 
those standards are further described in the Auditor’s responsibilities for the audit of the financial 
report section of our report. 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 
for our opinion. 
Independence 
We are independent of the Group in accordance with the auditor independence requirements of the 
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical 
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence 
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also 
fulfilled our other ethical responsibilities in accordance with the Code. 
Independent Auditor’s Report

102  |  Pendal Group
Our audit approach 
An audit is designed to provide reasonable assurance about whether the financial report is free from 
material misstatement. Misstatements may arise due to fraud or error. They are considered material if 
individually or in aggregate, they could reasonably be expected to influence the economic decisions of 
users taken on the basis of the financial report. 
We tailored the scope of our audit to ensure that we performed enough work to be able to give an 
opinion on the financial report as a whole, taking into account the geographic and management 
structure of the Group, its accounting processes and controls and the industry in which it operates. 
The Group provides investment management services through its three operating segments 
comprised of the investment management business in Australia (Pendal Australia), Europe, UK and 
Asia regions (Pendal EUKA) and the United States (Pendal US). 
Materiality 
•
For the purpose of our audit, we used overall Group materiality of $6.8 million, which represents
approximately 5% of the Group’s normalised profit before tax, adjusted for certain items as described
below.
•
We applied this threshold, together with qualitative considerations, to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the
financial report as a whole.
•
We chose profit before tax because, in our view, it is the benchmark against which the performance of the
Group is most commonly measured.
•
We adjusted profit before tax by excluding the current year’s net performance fee and including a three
year average net performance fee, to account for the volatility in this fee year-on-year. Net performance
fee is the gross performance fee revenue less the expense paid to employees attributable to the
performance fee.
•
We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds.
Audit Scope 
•
Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
•
The Group engagement team directed the involvement of the component audit teams, who performed
audits of the financial information of Pendal EUKA and Pendal US. All other procedures were performed
by the Group engagement team.
Independent Auditor’s Report

Annual Report 2022  |  103
•
For the work performed by the component audit teams, we considered the level of involvement we needed
to have in their audit work to be able to evaluate whether sufficient appropriate audit evidence had been
obtained as a basis for our opinion on the Group’s financial report as a whole. This included active
dialogue during the audit with the component audit teams and review of their work.
Key audit matters 
Key audit matters are those matters that, in our professional judgement, were of most significance in 
our audit of the financial report for the current period. The key audit matters were addressed in the 
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do 
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a 
particular audit procedure is made in that context. We communicated the key audit matters to the Audit 
and Risk Committee. 
Key audit matter 
How our audit addressed the key audit matter 
Intangible Assets  
Refer to Note F1 of the financial report 
We considered this a key audit matter due to the 
financial significance of the intangible assets ($902 
million as at 30 September 2022) and due to the 
complexity and judgements in determining their 
recoverable amount. This includes the use of 
judgements, estimates and assumptions about future 
fund flows and investment performance. 
Our audit procedures on the goodwill asset included, 
amongst others: 
•
Assessing whether the Group's determination of
Cash Generating Units (CGUs), which are the
smallest identifiable groups of assets that can
generate largely independent cash inflows, was
consistent with our understanding of the nature of
the Group's operations and internal Group
reporting.
•
Testing the mathematical accuracy of the
calculations in the discounted cash flow models
used in the recoverable amount calculation (the
models)
•
Evaluating the cash flow forecasts used in the
models and the process by which they were
developed.
•
Assessing the historical ability of the Group to
forecast future cash flows by comparing the last
three years’ actual results with prior forecasts to
consider whether any forecasts included
assumptions that, with hindsight, had been
optimistic.
•
With the help of our valuation experts, assessing
the assumptions for future revenue growth rates
and assessing discount rates against external
benchmarks.
•
Assessing if the disclosures in the financial report
relating to goodwill are in accordance with the
Independent Auditor’s Report

104  |  Pendal Group
Key audit matter 
How our audit addressed the key audit matter 
requirements of Australian Accounting 
Standards. 
Our audit procedures on the fund and investment 
management contracts included, amongst others: 
•
Selecting a sample of contracts and assessing
the historical ability of the Group to forecast cash
by comparing the last three years’ actual results
with prior forecasts to consider whether any
forecasts included assumptions that, with
hindsight, had been optimistic.
•
Recalculating the amortisation charge for the
year for each contract and comparing this to the
Group's calculations, checking that the key inputs
were consistent with contractual terms.
•
Assessing if the Group's disclosures relating to
fund and investment management contracts are
in accordance with the requirements of Australian
Accounting Standards.
Employee remuneration  
Refer to Section D of the financial report     
Accounting for employee remuneration schemes and 
incentives, specifically Fund Linked Equity (FLE) and 
share-based payments, was a key audit matter due to 
the financial significance of the expenses in the 
consolidated statement of comprehensive income, 
and the level of judgement that was applied in their 
determination.   
Our audit procedures performed on the FLE expense 
included, amongst others: 
•
Recalculating the value of the equity disclosed
within the remuneration report that would have to
be granted upon full conversion of FLE rights and
agreeing the key inputs in the calculation (such
as the listed share price of the Group, Funds
Under Management, margin) to appropriate
supporting data.
•
Assessing the disclosures in the financial report
in light of our understanding and the
requirements of Australian Accounting
Standards.
Our audit procedures performed on the share-based 
payments expense included, amongst others: 
•
For a sample of employees, comparing the
number of shares granted in the year to third
party confirmations and approval by the Group,
Independent Auditor’s Report

Annual Report 2022  |  105
Key audit matter 
How our audit addressed the key audit matter 
and agreeing the grant date share price to 
published pricing data. 
•
For grants made in prior periods, recalculating
the amortisation expense for the current year
based upon the grant date share price and the
number of shares.
•
For a sample of share-based payment expenses
recognised during the year, obtaining the relevant
employee contract and checking the performance
and service conditions were met by obtaining
relevant evidence.
•
Assessing the disclosures in the financial report
in light of our understanding and the
requirements of Australian Accounting
Standards.
Recognition of fee revenue 
Refer to Note B2 of the financial report 
This was a key audit matter because revenue was the 
most significant account balance in the consolidated 
statement of comprehensive income. Revenue of 
$630 million comprises:  
•
Investment management fees ($577 million)
•
Performance fees ($52 million)
•
Other revenue ($0.8 million)
Our audit procedures on the fee revenue recognised 
by Pendal Australia included, amongst others:   
•
Obtaining the most recent report issued by the
external providers of accounting and
administration services setting out the controls in
place at that service organisation. This report
included an independent audit opinion over the
design and operating effectiveness of those
controls.
•
From the report, developing an understanding of:
the control objectives and associated control
activities; the tests undertaken by the auditor; the
results of these tests and the conclusions formed
by the auditor on the design and operational
effectiveness of controls to the extent relevant to
our audit of the Group
For Pendal Australia, Pendal EUKA & Pendal US we 
also performed the following audit procedures, 
amongst others: 
•
Assessing whether the revenue recognition policy
was consistent with the requirements of
Australian Accounting Standards.
•
Agreeing a sample of investment management
and performance fees back to invoices and
Independent Auditor’s Report

106  |  Pendal Group
Key audit matter 
How our audit addressed the key audit matter 
relevant supporting external evidence, such as 
underlying fund financial statements and third 
party calculations. 
•
Recalculating a sample of investment
management fees and performance fees,
checking that the key inputs were consistent with
contractual terms.
Other information 
The directors are responsible for the other information. The other information comprises the 
information included in the annual report for the year ended 30 September 2022, but does not include 
the financial report and our auditor’s report thereon. 
Our opinion on the financial report does not cover the other information and accordingly we do not 
express any form of assurance conclusion thereon. 
In connection with our audit of the financial report, our responsibility is to read the other information 
and, in doing so, consider whether the other information is materially inconsistent with the financial 
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. 
If, based on the work we have performed on the other information that we obtained prior to the date of 
this auditor’s report, we conclude that there is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report in this regard. 
Responsibilities of the directors for the financial report 
The directors of the Company are responsible for the preparation of the financial report that gives a 
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 
and for such internal control as the directors determine is necessary to enable the preparation of the 
financial report that gives a true and fair view and is free from material misstatement, whether due to 
fraud or error. 
In preparing the financial report, the directors are responsible for assessing the ability of the Group to 
continue as a going concern, disclosing, as applicable, matters related to going concern and using the 
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease 
operations, or have no realistic alternative but to do so. 
Auditor’s responsibilities for the audit of the financial report 
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that 
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that 
Independent Auditor’s Report

Annual Report 2022  |  107
an audit conducted in accordance with the Australian Auditing Standards will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and are considered material 
if, individually or in the aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of the financial report. 
A further description of our responsibilities for the audit of the financial report is located at the Auditing 
and Assurance Standards Board website at: 
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our 
auditor's report. 
Report on the remuneration report 
Our opinion on the remuneration report 
We have audited the remuneration report included in pages 26 to 58 of the directors’ report for the 
year ended 30 September 2022. 
In our opinion, the remuneration report of Pendal Group Limited for the year ended 30 September 
2022 complies with section 300A of the Corporations Act 2001. 
Responsibilities 
The directors of the Company are responsible for the preparation and presentation of the 
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility 
is to express an opinion on the remuneration report, based on our audit conducted in accordance with 
Australian Auditing Standards.  
PricewaterhouseCoopers 
Brett Entwistle 
Sydney 
Partner 
4 November 2022 
Independent Auditor’s Report

108  |  Pendal Group
The shareholder information set out below is current as at 21 October 2022.
Securities Exchange Listing
The ordinary shares of Pendal Group Limited are listed on the Australian Securities Exchange under the ASX 
code PDL.
Number of shareholders and shares on issue
The Company has 383,149,490 ordinary shares on issue, held by 28,468 shareholders.
Twenty largest shareholders
Details of the 20 largest holders of ordinary shares in the Company are:
Name
Number of shares
%
1
HSBC Custody Nominees (Australia) Limited
69,720,039
18.20
2
J P Morgan Nominees Australia Pty Limited
57,108,703
14.91
3
Citicorp Nominees Pty Limited
41,778,732
10.90
4
Pacific Custodians Pty Limited 
23,163,084
6.05
5
National Nominees Limited
10,918,446
2.85
6
Neweconomy Com Au Nominees Pty Limited <900 Account>
6,020,275
1.57
7
BNP Paribas Noms Pty Ltd 
5,261,326
1.37
8
Washington H Soul Pattinson And Company Limited
4,902,949
1.28
9
Equiniti Tst (Jersey) Ltd 
3,973,807
1.04
10
Equiniti Tst (Jersey) Ltd 
3,868,892
1.01
11
BKI Investment Company Limited
2,920,833
0.76
12
Mutual Trust Pty Ltd
2,603,390
0.68
13
Vesta Investments Pty Ltd 
2,093,032
0.55
14
BNP Paribas Noms(NZ) Ltd
1,967,634
0.51
15
Equiniti Tst (Jersey) Ltd 
1,948,050
0.51
16
Equiniti Tst (Jersey) Ltd 
1,874,983
0.49
17
BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd 
1,834,462
0.48
18
Equiniti Tst (Jersey) Ltd 
1,736,771
0.45
19
National Investment Holdings Pty Limited
1,715,800
0.45
20
Paul Brendan Hannan
1,047,691
0.27
Total for Top 20
246,458,899
64.32
Total Number of Shares
383,149,490
100.00
Shareholder Information

Annual Report 2022  |  109
Distribution schedule
Holding
Number of shareholders
Number of shares
%
1 - 1,000
6,525
3,364,366
0.88
1,001 - 5,000
15,475
37,523,010
9.79
5,001 - 10,000
3,946
28,949,421
7.56
10,001 - 100,000
2,445
51,182,618
13.36
100,001 and over
77
262,130,075
68.41
Total
28,468
383,149,490
100.00
Unmarketable parcels of shares
There are 817 shareholders holding less than a marketable parcel of ordinary shares.
Substantial shareholders
The number of securities held by substantial shareholders and their associates as at 21 October 2022, 
as disclosed in substantial holding notices given to the Company, is set out below:
Holding
Number of shares
%
Blackrock Inc
23,678,403 
6.17
First Sentier Investors Holdings Pty Limited
19,303,717
5.04
Mitsubishi UFJ Financial Group Inc 
19,303,717
5.04
Pendal Group Limited 
(Employee Equity Plans including vested and unvested shares) 
24,760,197 
6.5
State Street Corporation 
19,723, 434
5.15
Vanguard Group 
19,191,240 
5.009
BuyBack 
The Company announced on 12 April 2022 an intention to undertake an on-market share buy-back of up to 
$100 million. Due to corporate activity, no shares have been bought back in accordance with that program 
as at the date of this annual report.
Restricted securities
There are 12,429,149 securities subject to voluntary escrow.
Unquoted securities
As at 21 October 2022, the Company had the following unquoted options and rights on issue under its 
Employee Equity Plans:
 
- 3,159,430 performance share rights
 
- 5,921,856 nil cost options
Please also refer to Note D2 in the Financial Report for further information.
Voting rights of ordinary shares
Under the Company’s Constitution, holders of fully paid ordinary shares have at a general meeting, one vote on a 
show of hands and on a poll one vote for each share held.
No voting rights are attached to nil cost options.
Shareholder Calendar
Record date for final dividend
2 December 2022
2022 Annual General Meeting
28 February 2023 
Payment date for final dividend
15 December 2022 
Please note that the above dates are subject to change.
Shareholder Information

110  |  Pendal Group
Glossary
$
Australian dollars, unless indicated otherwise
£ or GBP
Pounds sterling
2022 Financial Year 
or FY22
The financial year ended 30 September 2022
20XX Financial Year 
or FYXX
Refers to the financial year ended 30 September 20XX, where XX is the two-digit 
number for the year
AASB
Australian Accounting Standards Board
ABN
Australian Business Number
ACN
Australian Company Number
ASX
Australian Securities Exchange or ASX Limited (ABN 98 008 624 691)
Board
Board of Directors
bps
Basis points
Brexit
The process by which the UK formally withdrew from the European Union
CAGR
Compound annual growth rate
CGU
Cash generating unit
CODM
Chief operating decision-maker. This is the Company’s Global Executive Committee 
Company 
Pendal Group Limited (ABN 28 126 385 822)
Corporations Act
Corporations Act 2001
cps
Australian cents per share
Directors
Directors of the Company
DRP
Dividend reinvestment plan
EBITDA
Earnings before interest, tax, depreciation and amortisation
ESG
Environmental, social and governance 
FUM
Funds under management
GEC
Global Executive Committee 
Group 
Pendal Group Limited and its consolidated subsidiaries
Impact Investing 
Impact investing refers to investments made with the intention to generate positive, 
measurable social and environmental impact alongside a financial return1
JOHCM
J O Hambro Capital Management Limited
Key management 
personnel or KMP
Those persons having authority and responsibility for planning, directing and 
controlling the activities of Pendal Group
KPIs
Key performance indicators
NED
Non-executive Directors
NPAT
Net profit after tax
OEIC
Open-ended investment company
Pendal Australia
The Australian operations of the Group
Pendal Funds
The managed investment schemes or unit trusts of which PFSL is the RE
1. 
 As defined by the Global Impact Investing Network.

Annual Report 2022  |  111
Pendal Group 
Pendal Group Limited and its consolidated subsidiaries
PFSL
Pendal Fund Services Limited (ABN 13 161 249 332), a wholly-owned subsidiary of the 
Company and the RE of the Pendal Funds
PIL
Pendal Institutional Limited (ABN 17 126 390 627), a wholly-owned subsidiary of the 
Company
PwC
PricewaterhouseCoopers, the external auditor of the Pendal Group
RE
Responsible entity
Regnan
Regnan – Governance Research and Engagement Pty Ltd (ABN 93 125 320 041)
Reporting period
The financial year ended 30 September 2022
RI
Responsible Investing
S$ or SGD
Singapore dollars
SMA
Separately managed account
Soft-close
Strategies and funds closed to new investors but which remain open to existing 
investors on existing terms
VR
Variable reward
TSR
Total shareholder return is calculated using share price movements and dividends 
to shareholders. The share price movement is calculated using the average three-
month closing share price prior to the beginning and end of the performance period, 
consistent with market practices. 
TSW
Thompson, Siegel & Walmsley LLC
Underlying EPS
Underlying earnings per share on an underlying earnings basis
UPAT
Underlying profit after tax
US$ or USD
US dollars

112  |  Pendal Group
Corporate Directory
Directors
Deborah Page AM
Nick Good (Group CEO)
Sally Collier
Ben Heap
Christopher Jones 
Kathryn Matthews
Company Secretary
Joanne Hawkins
Registered Office
Level 14
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Telephone: +61 2 9220 2000
Email: enquiries@pendalgroup.com 
Postal address
GPO Box 7072
Sydney NSW 2001
Website
www.pendalgroup.com
Australian Company Number
126 385 822
Australian Business Number (ABN)
28 126 385 822
ASX Code
PDL
Auditors
PricewaterhouseCoopers
One International Towers Sydney 
Watermans Quay
Barangaroo
Sydney NSW 2000
Share Registry
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
Telephone: +61 2 8280 7100
Facsimile: +61 2 9287 0303
Key dates
Record date for final dividend	
2 December 2022
2022 Annual General Meeting	
28 February 2023
Payment date for final dividend	
15 December 2022
Please note the above dates are subject to change

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114  |  Pendal Group