Adore Beauty : Ceasing to be a substantial holder from MS

March 15, 2022

March 14, 2022

March 10, 2022

March 17, 2022

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

ADORE BEAUTY GROUP LIMITED

636 138 988

Morgan Stanley and its subsidiaries listed in Annexure A

Not Applicable

onlyName

ToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1)

ACN/ARSN (if applicable)

useThe holder ceased to be a substantial holder on

The previous notice was given to the company on

The previous notice was dated

The holder became aware on

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	Class (6) and number of	Person's
	D te of change	Person whose relevant interest changed	in relation to change	votes
	change (4)	Securities affected
			(5)	affected
	03/11/2022	Morgan Stanley Australia Securities Limited	Buy	13,497.67	6,397 Ordinary Shares	6,397
	03/11/2022	Morgan Stanley Australia Securities Limited	Buy	2,117.17	1,013 Ordinary Shares	1,013
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	204,320.00	100,000 Ordinary Shares	100,000
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	67,829.62	32,927 Ordinary Shares	32,927
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	2,187.72	1,062 Ordinary Shares	1,062
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	2,515.17	1,239 Ordinary Shares	1,239
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	18.59	9 Ordinary Shares	9
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	68.31	33 Ordinary Shares	33
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	14,218.80	6,970 Ordinary Shares	6,970
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	2,075.00	1,000 Ordinary Shares	1,000
personal
	03/11/2022	Morgan Stanley Australia Securities Limited	Sell	194.11	94 Ordinary Shares	94
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	3,470.44	1,637 Ordinary Shares	1,637
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	3,017.30	1,430 Ordinary Shares	1,430
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	206,850.00	100,000 Ordinary Shares	100,000
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	3,816.96	1,792 Ordinary Shares	1,792
03/14/2022	Morgan Stanley Australia Securities Limited	Sell	530.46	252 Ordinary Shares	252
For
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	759.29	359 Ordinary Shares	359
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	30,535.13	14,506 Ordinary Shares	14,506
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	1,641.58	778 Ordinary Shares	778
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	224.72	106 Ordinary Shares	106
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	1,846.71	867 Ordinary Shares	867
	03/14/2022	Morgan Stanley Australia Securities Limited	Sell	69,944.74	32,761 Ordinary Shares	32,761
	03/15/2022	Morgan Stanley Australia Securities Limited	Sell	1,439.36	692 Ordinary Shares	692
	03/15/2022	Morgan Stanley Australia Securities Limited	Sell	14,007.03	6,718 Ordinary Shares	6,718
03/15/2022	Morgan Stanley Australia Securities Limited	Sell	1,260.75	615 Ordinary Shares	615
			1

2

sign here

March 17, 2022

date

print name

capacity

Vice President

1585 Broadway, New York, New York, 10036, USA.

Legal & Compliance Department, 25 Cabot Square, Canary Wharf, London, E14

4QA, UNITED KINGDOM.

Level 39, Chifley Tower, 2 Chifley Square, Sydney, 2000, AUSTRALIA.

Name

Address

Morgan Stanley & Co. International plc

Morgan Stanley Australia Securities Limited

Morgan Stanley

Nature of association

Not Applicable

Not Applicable

Name and ACN/ARSN (if applicable)

03/15/2022

Morgan Stanley Australia Securities Limited

Sell

351,610.00

175,000 Ordinary Shares

175,000

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:

onlyuse4. Addresses

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

personalSignature For

Wilson Li

only				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.
		Name
		└─┬─Morgan Stanley
		└─┬─Morgan Stanley International Holdings Inc.
		├─┬─Morgan Stanley (Australia) Securities Holdings Pty Limited
use			│ └───Morgan Stanley Australia Securities Limited
		└─┬─Morgan Stanley International Limited
		└─┬─Morgan Stanley Investments (UK)
				└───Morgan Stanley & Co. International plc
	Signature
personalFor			print name Wilson Li	capacity	Vice President
				sign here	date	March 17, 2022

3

onlyuse personal(1)

DIRECTIONS

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.

1. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

For(3)

(4)

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

Include details of:

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

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

onlySignature

Lodging period

L dging Fee

useOth r forms to be completed

Additional information

personalAnnexures For

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

• 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

• endorse the annexure with the words:
  This is annexure (mark) of (number) pages referred to in form (form number and title)

• 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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