Adore Beauty : Change in substantial holding from MS

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

onlyToCompany Name/Scheme

ACN/ARSN

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

ADORE BEAUTY GROUP LIMITED

636 138 988

Morgan Stanley and its subsidiaries listed in Annexure A

Not Applicable

There was a change in the interests of the
use	March 10, 2022
substantial holder on
The previous notice was given to the company on	February 21, 2022
The previous notice was dated	February 17, 2022
The holder became aware on	March 14, 2022

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Class of securities (4)	Previous notice		Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
	Ordinary Shares	6,089,975	6.47%	5,077,044	5.39%
			Based on 94,124,497		Based on 94,124,497
personal			Ordinary Shares		Ordinary Shares
		Outstanding		Outstanding
3. Changes in relevant interests

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

	Date of			Consideration	Class and number of	Person's
	Person whose relevant interest changed	Nature of change (6)	given in relation	votes
	change	Securities affected
			to change (7)	affected
	02/18/2022	Morgan Stanley Australia Securities Limited	Buy	154.24	64 Ordinary Shares	64
	02/18/2022	Morgan Stanley Australia Securities Limited	Buy	914.76	378 Ordinary Shares	378
	02/18/2022	Morgan Stanley Australia Securities Limited	Sell	250,733.30	100,000 Ordinary Shares	100,000
For	Morgan Stanley Australia Securities Limited	Sell	1,105.00	442 Ordinary Shares	442
02/21/2022
02/21/2022	Morgan Stanley Australia Securities Limited	Sell	236,990.00	100,000 Ordinary Shares	100,000
02/22/2022	Morgan Stanley Australia Securities Limited	Sell	351,791.40	150,000 Ordinary Shares	150,000
02/23/2022	Morgan Stanley Australia Securities Limited	Sell	228,412.00	100,000 Ordinary Shares	100,000
02/24/2022	Morgan Stanley & Co. International plc	Collateral Returned	N/A	100,000 Ordinary Shares	100,000
02/24/2022	Morgan Stanley Australia Securities Limited	Sell	208,110.00	100,000 Ordinary Shares	100,000
02/25/2022	Morgan Stanley & Co. International plc	Collateral Received	N/A	75,000 Ordinary Shares	75,000
02/25/2022	Morgan Stanley Australia Securities Limited	Sell	167,132.55	75,000 Ordinary Shares	75,000
02/28/2022	Morgan Stanley & Co. International plc	Borrow	N/A	199,036 Ordinary Shares	199,036
02/28/2022	Morgan Stanley & Co. International plc	Collateral Returned	N/A	174,036 Ordinary Shares	174,036
03/01/2022	Morgan Stanley & Co. International plc	Borrow	N/A	34,840 Ordinary Shares	34,840
03/01/2022	Morgan Stanley & Co. International plc	Collateral Returned	N/A	34,840 Ordinary Shares	34,840
03/02/2022	Morgan Stanley Australia Securities Limited	Sell	53,622.50	25,000 Ordinary Shares	25,000
			1

Not Applicable

Name and ACN/ARSN (if applicable)

Address

Not Applicable

Nature of association

		03/03/2022	Morgan Stanley Australia Securities Limited	Sell	83.98	38 Ordinary Shares	38
		03/03/2022	Morgan Stanley Australia Securities Limited	Sell	1,295.63	581 Ordinary Shares	581
		03/03/2022	Morgan Stanley Australia Securities Limited	Sell	1,494.10	670 Ordinary Shares	670
		03/03/2022	Morgan Stanley Australia Securities Limited	Sell	221,206.70	100,000 Ordinary Shares	100,000
		03/04/2022	Morgan Stanley Australia Securities Limited	Sell	2,326.24	1,072 Ordinary Shares	1,072
		03/04/2022	Morgan Stanley Australia Securities Limited	Sell	160,875.08	75,000 Ordinary Shares	75,000
only	Morgan Stanley Australia Securities Limited	Sell	23.98	11 Ordinary Shares	11
03/07/2022
03/07/2022	Morgan Stanley Australia Securities Limited	Sell	2,825.00	1,250 Ordinary Shares	1,250
03/07/2022	Morgan Stanley Australia Securities Limited	Sell	163,322.70	75,000 Ordinary Shares	75,000
	03/08/2022	Morgan Stanley Australia Securities Limited	Sell	2,567.32	1,211 Ordinary Shares	1,211
03/09/2022	Morgan Stanley Australia Securities Limited	Sell	7,893.27	3,927 Ordinary Shares	3,927
03/10/2022	Morgan Stanley Australia Securities Limited	Sell	8,425.42	4,171 Ordinary Shares	4,171
03/10/2022	Morgan Stanley Australia Securities Limited	Sell	200,627.90	100,000 Ordinary Shares	100,000
4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

			Holder of relevant	Registered holder	Person entitled		Class and number	Person's
			to be registered	Nature of relevant interest (6)
useinterest	of securities	as holder (8)		of securities	votes
		Morgan Stanley & Co.	HSBC Custody		Shares held or in respect of which the holder may exercise	4,482,809 Ordinary
		Nominees	Not Applicable	control over disposal in the ordinary course of sales and	4,482,809
		International plc	(Australia) Limited		trading businesses.	Shares
		Morgan Stanley & Co.	HSBC Custody		Holder of securities subject to an obligation to return under a	561,235 Ordinary
		Nominees	Not Applicable	561,235
		I	ter ational plc	prime brokerage agreement.	Shares
					(Australia) Limited
		M	rgan Stanley	Morgan Stanley		Shares held or in respect of which the holder may exercise
		Australia Securities	Not Applicable	33,000 Ordinary	33,000
		Au tralia Securities	(Nominee) Pty	control over disposal in the ordinary course of sales and	Shares
		Limited		trading businesses.
		Limited
		Each of the entities (as
		listed in Annexure A) in			Each of the above entities is a body corporate that each	5,077,044 Ordinary
		the Morgan Stanley			upstream entity controls and therefore has the relevant	5,077,044
		group upstream of the			interests that the above entities collectively have.	Shares
		above entities
personal
5.	Changes in association
For

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relati n to voting interests in the company or scheme are as follows:

6. Addresses

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

Name

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.

2

Morgan Stanley Australia Securities Limited

Signature

onlyusepersonalFor	print name Wilson Li
	sign here

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

capacity	Vice President
date	March 14, 2022

3

4

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 stated in Section 4.

only		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
	Signature
use		print name Wilson Li	capacity	Vice President
For personal		sign here	date	March 14, 2022

onlyuse(1)

(2)

(3)

personal(4)

(5)

(6)

(7)

(8)

(9) For

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 7 of the form.

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

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

The voting shares of a company constitute one class unless divided into separate classes.

The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

Include details of:

1. any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"

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.

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