THIS YELLOW FORM OF ACCEPTANCE OF THE LUFAX PSU ARRANGEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of this YELLOW Form of Acceptance of the Lufax PSU Arrangement or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.
The Lufax PSU Arrangement is made by the Joint Offerors to cancel all outstanding Lufax PSUs. The making of the Lufax PSU Arrangement to the Overseas Lufax PSU Holders may be subject to the laws of the relevant jurisdictions. The making of the Lufax PSU Arrangement to such Overseas Lufax PSU Holders and their acceptances of the Lufax PSU Arrangement may be prohibited or affected by the laws or regulations of the relevant jurisdictions. If you are an Overseas Lufax PSU Holder, it is your responsibility to satisfy yourself as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including any requirement for any governmental, exchange control or other consents, any filing and registration requirements, any necessary formalities, any legal or regulatory requirements and any requirement for the payment of cancellation or other taxes payable by you in respect of the acceptance of the Lufax PSU Arrangement in the relevant jurisdiction. Acceptance of the Lufax PSU Arrangement by you will be deemed to constitute a representation and warranty from you to the Joint Offerors, Lufax and Morgan Stanley that all the laws and regulations of the relevant jurisdictions have been complied with and that the Lufax PSU Arrangement can be accepted by you, lawfully under the laws and regulations of the relevant jurisdictions. You should consult your professional advisers if in doubt. The Offeror Group, Lufax and Morgan Stanley or any of their respective beneficial owners, directors, officers, advisers, associates, agents or any other persons involved in the Lufax PSU Arrangement shall be entitled to be fully indemnified and held harmless by you for any taxes they may be required to pay.
This YELLOW Form of Acceptance of the Lufax PSU Arrangement should be read in conjunction with the Composite Document. The provisions of Appendix I to the Composite Document are incorporated into and form part of this YELLOW Form of Acceptance of the Lufax PSU Arrangement.
HOW TO COMPLETE THIS YELLOW FORM OF ACCEPTANCE OF THE LUFAX PSU ARRANGEMENT
To accept the Lufax PSU Arrangement with respect to Locked Lufax PSUs made by the Joint Offerors, you must deliver this YELLOW Form of Acceptance of the Lufax PSU Arrangement, together with the relevant certificate(s) (and/or satisfactory indemnity or indemnities required in respect thereof) (if applicable) you intend to tender, stating the number of Lufax PSUs in respect of which you intend to accept the Lufax PSU Arrangement, to HR Department of Lufax by email to PUB_LKGHR@lu.com marked “Lufax Holding Ltd — Lufax PSU Arrangement” as soon as possible and in any event so as to reach the HR Department of Lufax by not later than 4:00 p.m. on the Closing Date, or such later time(s) and/or date(s) as may be announced by the Joint Offerors in compliance with the Takeovers Code and approved by the Executive.
YELLOW FORM OF ACCEPTANCE OF THE LUFAX PSU ARRANGEMENT AND CANCELLATION OF LUFAX PSUS
To: The Joint Offerors and Morgan Stanley
1. | My execution of this YELLOW Form of Acceptance of the Lufax PSU Arrangement shall be binding on my successors and assignees, and shall constitute: |
| (a) | my irrevocable acceptance of the Lufax PSU Arrangement made by the Joint Offerors, as contained in the Composite Document, for the consideration and on and subject to the terms and conditions therein and herein mentioned, in respect of the number of Lufax PSU(s) specified in this YELLOW Form of Acceptance of the Lufax PSU Arrangement; |
| (b) | in respect of acceptance of the Lufax PSU Arrangement for my Unlocked Lufax PSU(s), my irrevocable instruction and authority to each of the Joint Offerors, Morgan Stanley and/or their respective agent(s) to make payment to Computershare Hong Kong Investor Services Limited, as my agent, for the cash consideration to which I shall become entitled under the terms of the Lufax PSU Arrangement no later than seven (7) Business Days after the date of receipt of this completed YELLOW Form of Acceptance of the Lufax PSU Arrangement together with all the relevant document(s) by the HR Department of Lufax to render the acceptance, surrender and cancellation under the Lufax PSU Arrangement valid, or within two (2) business days of the Closing Date, whichever is earlier; |
| (c) | in respect of acceptance of the Lufax PSU Arrangement for my Locked Lufax PSU(s), my understanding and acknowledgement that settlement of the cancellation price will be made by the Joint Offerors on a staggered basis and subject to unlocking of my Locked Lufax PSU(s) in accordance with the existing schedule and conditions of grant under the Lufax 2019 Performance Share Unit Plan, and will be made as soon as possible and in accordance with the following manner: (a) within five (5) business days following the completion of each of the unlocking, Lufax will send to the Joint Offerors a summary of unlocking details and payment directions (the “Unlocking Notice”); and (b) as soon as possible and within ten (10) business days commencing on the first calendar date of the calendar month following the receipt of the Unlocking Notice by the Joint Offerors, settlement of the cancellation price will be made by the Joint Offerors in accordance with the payment directions as stated in the Unlocking Notice; |
| (d) | my undertaking to execute such further documents and to do such acts and things by way of further assurance as may be necessary or desirable to cancel my Lufax PSU(s) surrendered for cancellation under the Lufax PSU Arrangement; |