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AIA Group Limited Share Issue/Capital Change 2026

Feb 5, 2026

49833_rns_2026-02-05_dd7325ce-17d6-4a88-9d76-34d38e58be14.pdf

Share Issue/Capital Change

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 January 2026 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: AIA Group Limited
Date Submitted: 05 February 2026
I. Movements in Authorised / Registered Share Capital Not applicable
Remarks:
AIA Group Limited (the "Company") does not have an authorised share capital and/or nominal value for its ordinary shares.

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II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation

1. Class of shares
Ordinary shares
Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed)
01299
Description
Multi-counter stock code RMB
81299
Description
Number of issued shares
(excluding treasury shares)
Number of treasury shares Total number of issued shares
Balance at close of preceding month 10,506,617,397 0 10,506,617,397
Increase / decrease (-) 1,608,119 0
Balance at close of the month 10,508,225,516 0 10,508,225,516

Public float sufficiency confirmation (Note 4)

month: Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the
the applicable public float requirement (see below) has been complied with
the applicable public float requirement (see below) has not been complied with
The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable public float threshold Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong
(excluding treasury shares)
Additional information

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III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares
Ordinary shares
Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed)
01299
Description
RMB
Multi-counter stock code
81299
Description
Particulars of share option scheme Number of share
options outstanding at
close of preceding
month
Movement during the month Number of share
options outstanding at
close of the month
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury upon
exercise of all share
options to be granted
under the scheme at
close of the month
1). Share Option Scheme adopted on
28 September 2010
12,438,264 Granted 0 10,830,145 1,608,119 0 10,830,145 0
("2010 SO Scheme") Exercised - new shares involved -1,608,119
Cancelled 0
Lapsed 0
General Meeting approval date (if applicable)
2). Share Option Scheme adopted
on 29 May 2020
11,842,109 Granted 0 11,842,109 0 0 3,839,210 264,260,486
Exercised - new shares involved 0
Cancelled 0
Lapsed 0
General Meeting approval date (if applicable) 29 May 2020
3). Restricted Share Unit Scheme
adopted on 1 August 2020
42,709,249 Granted 0 42,421,391 0 0 0 248,073,424
Others -17,731
Vested
Cancelled 0
Lapsed -270,127

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General Meeting approval date (if applicable) 18 May 2023
4). Employee Share Purchase Plan
adopted on 1 August 2020
4,570,649 Granted 152,319 4,681,428 0 0 0 285,813,387
Others -10,145
Vested
Cancelled 0
Lapsed -31,395
General Meeting approval date (if applicable) 18 May 2023
5). Agency Share Purchase Plan
adopted on 1 February 2021
3,514,243 Granted 213,160 3,717,613 0 0 0 281,733,245
Others 0
Vested
Cancelled 0
Lapsed -9,790
General Meeting approval date (if applicable) 18 May 2023
Increase in issued shares (excluding treasury shares): 1,608,119 Ordinary shares (AA1)
Decrease in treasury shares: 0 Ordinary shares (AA2)
Total funds raised during the month from exercise of options: HKD 110,577,974.28
Remarks:
Upon the termination of the 2010 SO Scheme effective on 29 May 2020, no further options can be granted thereunder by the Company.

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(B). Warrants to Issue Shares of the Issuer Not applicable

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) Not applicable

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(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 1,608,119 Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable: (Note 5)

  • (i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
  • (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
  • (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
  • (iv) all the securities of each class are in all respects identical (Note 6);
  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;
  • (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
  • (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
  • (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.
Submitted by: Nicole Pao
Title: Group Company Secretary
(Director, Secretary or other Duly Authorised Officer)

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Notes

    1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
    1. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

    1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
    1. "Initial Prescribed Threshold", "Alternative Threshold" and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.
    1. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.
    1. "Identical" means in this context:
  • . the securities are of the same nominal value with the same amount called up or paid up;
  • . they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
  • . they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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