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AIA Group Limited Capital/Financing Update 2012

Mar 6, 2012

49833_rns_2012-03-06_5d0abee0-a260-4ec3-ad73-bb1132823064.pdf

Capital/Financing Update

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This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for securities. This announcement is not, and is not intended to be, an offer of securities of the Company for sale in the United States. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the U.S. Securities Act. There is not, and is not intended to be, any public offering of the securities of the Company in the United States.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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AIA Group Limited 友邦保險控股有限公司 (Incorporated in Hong Kong with limited liability) Stock Code: 1299

PLACING OF SHARES BY AIG: RESUMPTION OF TRADING

On 5 March 2012, AIA Group Limited (the “Company” or “AIA”) made an announcement in relation to the suspension of trading in the Company’s shares due to a potential placing of a significant portion of the Company’s shares by American International Group, Inc. (“AIG”) and advised that further announcements would be made as appropriate following notification by AIG of the progress of the placing. As indicated in the 5 March announcement, AIA is not a party to the placement of shares.

PLACING OF SHARES BY AIG

The board of directors of the Company (the “Board”) has today been informed by AIG that AIG and the placing agents have entered into a placing agreement pursuant to which AIG has agreed to sell and the placing agents have agreed to buy or procure purchasers to buy 1,720,000,000 shares of the Company, representing approximately 14.3% of the Company’s total issued and outstanding ordinary shares, at the price of HK$27.15 per share representing gross proceeds of approximately US$6 billion. The Company is informed that the anticipated completion date for the placing is 8 March 2012.

Upon the completion of the placing, AIG will hold approximately 18.6% of the Company’s total outstanding ordinary shares and will therefore cease to be a controlling shareholder of the Company as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

In consequence, Mr. Jeffrey Joy Hurd and Mr. Jay Steven Wintrob, non-executive directors of the Company who were nominated by AIG, have informed the Company of their intention to resign as directors of the Company upon completion of the placing.

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Under the terms of an agreement with the managers of the placing, AIG is restricted from selling any of its remaining ordinary shares of AIA until September 4, 2012 (including those shares of the Company held by AIG which are currently subject to a lock-up period that would otherwise expire in April 2012), subject to customary exceptions, including receiving prior consent of certain lead managers of the placing.

RESUMPTION OF TRADING IN SHARES

Trading in the Company’s shares on the main board of the Stock Exchange was suspended at the request of the Company from 9:00 a.m. on 5 March 2012 pending the release of this further announcement. Application has now been made by the Company to the Stock Exchange for the resumption of trading in the Company’s shares with effect from 9:00 a.m. on 6 March 2012.

This announcement is made by the Company pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange Limited.

By order of the Board Mark Edward Tucker Executive Director, Group Chief Executive and President

Hong Kong, 6 March 2012

As at the date of this announcement, the Board of Directors of the Company comprises:

Non-executive Chairman and Non-executive Director:

Mr. Edmund Sze Wing Tse

Executive Director, Group Chief Executive and President:

Mr. Mark Edward Tucker

Independent Non-executive Directors:

Sir Chung-Kong (CK) Chow, Mr. Rafael Si-Yan Hui, Dr. Qin Xiao and Mr. John Barrie Harrison

Non-executive Directors:

Mr. Jack Chak-Kwong So, Mr. Jeffrey Joy Hurd and Mr. Jay Steven Wintrob

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