Adore Beauty : Ceasing to be a substantial holder from MS

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

For personal use only

ToCompany Name/Scheme	ADORE BEAUTY GROUP LIMITED
ACN/ARSN	636 138 988

1. Details of substantial holder (1)

Name	Morgan Stanley and its subsidiaries listed in Annexure A
ACN/ARSN (if applicable)	Not Applicable
The holder ceased to be a
substantial holder on		May 19, 2022
The previous notice was given to the company on	May 19, 2022
The previous notice was dated		May 17, 2022
The holder became aware on		May 23, 2022

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

		Nature of	Consideration given in	Class (6) and number of	Person's
Date of change	Person whose relevant interest changed	votes
change (4)	relation to change (5)	Securities affected
		affected
05/18/2022	Morgan Stanley Australia Securities Limited	Sell	165.20	118 Ordinary Shares	118
05/18/2022	Morgan Stanley Australia Securities Limited	Sell	1,400.58	1,004 Ordinary Shares	1,004
05/18/2022	Morgan Stanley Australia Securities Limited	Sell	266,559.60	200,000 Ordinary Shares	200,000
05/18/2022	Morgan Stanley Australia Securities Limited	Sell	1,139.27	783 Ordinary Shares	783
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	145.23	103 Ordinary Shares	103
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	4,020.45	2,940 Ordinary Shares	2,940
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	87.10	63 Ordinary Shares	63
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	8,845.96	6,364 Ordinary Shares	6,364
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	24.21	18 Ordinary Shares	18
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	3,665.02	2,581 Ordinary Shares	2,581
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	2,099.86	1,484 Ordinary Shares	1,484
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	16,653.20	12,245 Ordinary Shares	12,245
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	6,118.95	4,294 Ordinary Shares	4,294
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	20,043.80	14,317 Ordinary Shares	14,317
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	15,537.15	11,509 Ordinary Shares	11,509
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	38,929.68	29,052 Ordinary Shares	29,052
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	590.47	431 Ordinary Shares	431
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	13,041.21	9,282 Ordinary Shares	9,282
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	692.50	500 Ordinary Shares	500
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	57.86	42 Ordinary Shares	42
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	5,312.58	3,892 Ordinary Shares	3,892
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	3,931.62	2,849 Ordinary Shares	2,849
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	8,405.38	6,113 Ordinary Shares	6,113
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	12,035.45	8,769 Ordinary Shares	8,769
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	15,288.47	11,283 Ordinary Shares	11,283
		1

For personal use only

05/19/2022	Morgan Stanley Australia Securities Limited	Sell	14,440.14	10,098 Ordinary Shares	10,098
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	12,140.04	8,976 Ordinary Shares	8,976
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	138.85	99 Ordinary Shares	99
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	2,226.24	1,546 Ordinary Shares	1,546
05/19/2022	Morgan Stanley Australia Securities Limited	Sell	1,566.88	1,150 Ordinary Shares	1,150
05/19/2022	Morgan Stanley & Co. International plc	Borrow	N/A	73,139 Ordinary Shares	73,139
		Collateral
05/19/2022	Morgan Stanley & Co. International plc	Returned	N/A	73,139 Ordinary Shares	73,139

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Not Applicable	Not Applicable

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Morgan Stanley	1585 Broadway, New York, New York, 10036, USA.
Morgan Stanley & Co. International plc	Legal & Compliance Department, 25 Cabot Square, Canary Wharf, London, E14
4QA, UNITED KINGDOM.
Morgan Stanley Australia Securities Limited	Level 39, Chifley Tower, 2 Chifley Square, Sydney, 2000, AUSTRALIA.

Signature

print name	Wilson Li	capacity	Vice President
sign here		date	May 23, 2022

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Annexure A

List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units.

For personal use only

Signature

Name

└─┬─Morgan Stanley

└─┬─Morgan Stanley International Holdings Inc.

├─┬─Morgan Stanley (Australia) Securities Holdings Pty Limited

• └───Morgan Stanley Australia Securities Limited └─┬─Morgan Stanley International Limited
  └─┬─Morgan Stanley Investments (UK) └───Morgan Stanley & Co. International plc

print name Wilson Li	capacity	Vice President
sign here	date	May 23, 2022

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DIRECTIONS

For personal use only

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.
2. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
3. See the definition of "associate" in section 9 of the Corporations Act 2001.
4. Include details of:
5. 1. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
   2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

1. Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
2. The voting shares of a company constitute one class unless divided into separate classes.
3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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GUIDE

only	Signature
Lodging period
use	Lodging Fee
Other forms to be
	completed
personalFor	Additional information
Annexures

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

This form must be signed by either a director or a secretary of the substantial holder.

Nil

Nil

Nil

1. If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
2. This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
3. The person must give a copy of this notice:
4. 1. within 2 business days after they become aware of the information; or
   2. by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:
   3. 1. a takeover bid is made for voting shares in the company or voting interests in the scheme; and
      2. the person becomes aware of the information during the bid period.

To make any annexure conform to the regulations, you must

1. use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2. show the corporation name and ACN or ARBN
3. number the pages consecutively
4. print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5. identify the annexure with a mark such as A, B, C, etc
6. endorse the annexure with the words:
   This is annexure (mark) of (number) pages referred to in form (form number and title)
7. sign and date the annexure.
   The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

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