Pinnacle Investment Management : Investment in Five V Capital and equity raising

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PINNACLE INVESTMENT MANAGEMENT GROUP LIMITED (PNI)

Investment in Five V Capital and equity raising

23 November 2021

PINNACLE INVESTMENT MANAGEMENT GROUP LIMITED (PNI)

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ersonal use only

IMPORTANT NOTICE AND DISCLAIMER

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

IMPORTANT: You must read the following before continuing

This presentation is dated 23 November 2021 and has been prepared by Pinnacle Investment Management Group Limited ABN 22 100 325 184 (PNI, Pinnacle or Company) in connection with:

• the proposed acquisition by the Company of a 25% interest in Five V Capital (Investment);
• Pinnacle's proposed equity raising of new ordinary shares in Pinnacle (Shares) comprising:
• • a fully underwritten placement of Shares to institutional and sophisticated investors under section 708A of the Corporations Act 2001 (Cth) (Corporations Act) (Placement); and
  • an offer of Shares to eligible shareholders under a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (SPP); and
• a sell-down by the Company's Executive Director, Mr Adrian Whittingham, of approximately 875,000 Shares (Director Sell -Down) (the Placement, Director Sell-Down and SPP together being the Offer),

and provides a general overview of the Company and its strategy, which is current as at the date of this presentation. The Placement and Director Sell-Down are fully underwritten by Macquarie Capital (Australia) Limited (ABN 79 123 199 548) and Wilsons Corporate Finance Limited (ABN 65 057 547 323) (each a Lead Manager and together the Joint Lead Managers). The Joint Lead Managers are acting as joint lead managers, bookrunners and underwriters to the Placement and Director Sell -Down. The SPP is not underwritten. By receiving this presentation, you are agreeing to the following restrictions and limitations.

Summary information

This presentation contains summary information about Pinnacle and its subsidiaries and affiliated investment managers and their activities which is current as the date of this presentation. It does not purport to be all-inclusive or to contain all the information that you or any other party may require to evaluate the prospects of the Company. This presentation has been prepared with due care but none of the Company, any of its related bodies corporate, the affiliated investment managers or any of their representatives assume any responsibility for, or makes any, representation or warranty, express or implied, with respect to the accuracy, reliability or completeness of the information contained in this presentation. Statements in this presentation are made only as of the date of this presentation unless otherwise stated and the information in this presentation remains subject to change without notice. Pinnacle is not responsible for updating, nor undertakes to update, this presentation. The information in this presentation should be read in conjunction with Pinnacle's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.

To the fullest extent permitted by law, the Company, the Joint Lead Managers and their respective affiliates, related bodies corporates, officers, employees, partners, agents and advisers make no representation or warranty (express or implied) as to the currency, accuracy, reliability, reasonableness or completeness of the information in this presentation and expressly disclaim all responsibility and liability for any loss or damage arising in respect of your reliance on the information contained in this presentation (including your reliance on the accuracy, completeness or reliability of that information), or any errors in or omissions from this presentation, including any liability arising from negligence.

Limitation on information related to the Investment

All information in this presentation in relation to Five V Capital Pty Ltd (Five V Capital) has been sourced from Five V Capital. The Company has not independently verified such information and no representation or warranty, express or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy.

Forward-looking Statements

This presentation contains "forward-looking information" that is based on the Company's expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, the Company's business strategy, plan, development, objectives, timing and outcome of the Investment, performance, outlook, growth, cash flow, projections, targets and expectations, and prospects of the Company. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as 'outlook', 'anticipate', 'project', 'target', 'likely',' believe', 'estimate', 'expect', 'intend', 'may', 'would', 'could', 'should', 'scheduled', 'will', 'plan', 'forecast', 'evolve' and similar expressions. Persons reading this presentation are cautioned that such statements are only predictions, and that the Company's actual future results or performance may be materially different. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to general business, economic, competitive, political and social uncertainties. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. The Company disclaims any intent or obligations to or revise any forward-looking statements whether as a result of new information, estimates, or options, future events or results or otherwise, unless required to do so by law.

No representation or warranty is given, and nothing in this presentation or any other information made available by the Company or any other party should be relied upon as a promise or representation, as to the future condition of the respective businesses and operations of the Company.

PINNACLE INVESTMENT MANAGEMENT GROUP LIMITED (PNI)

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Past Performance

Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Financial data

Unless otherwise stated, all cashflows are in Australian dollars, are undiscounted and are in real terms (not subject to inflation/escalation factors), and all references to FY refer to financial years ending on 30 June.

Investors should note that financial data in this presentation include "non-IFRS financial information" under Regulatory Guide 230 (Disclosing non-IFRS financial information) published by the Australian Securities and Investments Commission and also "non-GAAP financial measures" within the meaning of Regulation G of the US Securities Exchange Act of 1934 and have not been audited or reviewed. The non-IFRS/non GAAP measures in this presentation include FUM information. Pinnacle believes this non-IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance and conditions of Pinnacle. The non-IFRS financial information and these non-GAAP financial measures do not have a standardised meaning prescribed by AIFRS and therefore may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with AFIRS. Investors are cautioned not to place undue reliance on any non-IFRS financial measures included in this presentation.

Financial data for the Investment and Five V Capital contained in this presentation has been derived from management accounts and other financial information made available by Five V Capital as part of the due diligence process. Such financial information is unaudited.

Not an offer

This presentation is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)). This presentation is not and should not be considered an offer or an invitation to subscribe for or acquire securities or any other financial products. The Placement will be conducted under section 708A of the Corporations Act as modified by ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 and will be made available to certain persons who are "professional" or "sophisticated" investors (as defined in subsections 708(8) and 708(11) of the Corporations Act).

The SPP will only be made available to eligible securityholders in Australia and New Zealand and will be conducted in accordance with ASIC Corporation (Share and Interest Purchase Plans) Instrument 2019/547.

Not financial product advice

This presentation is not an offer or an invitation to acquire Shares of the Company, does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire Shares. This presentation has been prepared without taking into account the specific objectives, financial situation or needs of individual investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction and circumstances. Pinnacle is not licensed to provide financial product advice in respect of its securities. Cooling off rights do not apply to the acquisition of Shares.

Foreign selling restrictions

This presentation has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. The Shares have not been, and will not be, registered under the US Securities Act of 1933 ( "US Securities Act") and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

The distribution of this presentation in the United States and elsewhere outside Australia may be restricted by law. Persons who come into possession of this presentation should observe any such restrictions as any non-compliance could contravene applicable securities laws. Please refer to the section of this presentation headed "International Offer Restrictions" for more information. By accessing this presentation, you represent and warrant that you are entitled to receive such presentation in accordance with these restrictions and agree to be bound by the limitations contemplated by them.

Investment risk and other risks

An investment in Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Pinnacle and its directors, including possible loss of income and principal invested. Pinnacle does not guarantee any particular rate of return or the performance of Pinnacle nor does it guarantee any particular tax treatment. Investors should have regard to the "Key Risks" section of this presentation when making their investment decision. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of shares in Pinnacle (including Shares) in the future. There is no guarantee that the Shares will make a return on the capital invested or that there will be an increase in the value of the Shares in the future.

PINNACLE INVESTMENT MANAGEMENT GROUP LIMITED (PNI)

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Disclaimer

No party other than Pinnacle has authorised, permitted or caused the issue, submission, despatch or provision of this presentation or makes or purports to make any statement in this presentation. Pinnacle has entered into a placement and underwriting agreement with the Joint Lead Managers in respect of the Placement (Placement Agreement). A summary of the key terms of the Placement Agreement is included in the section of this presentation headed "Summary of Placement Agreement".

To the maximum extent permitted by law, each of the Joint Lead Managers and their affiliates or related bodies corporate, and each of their respective advisers, directors, officers, partners, employees and agents (each a Limited Party) expressly exclude and disclaim all responsibility and liability, including, without limitation, for negligence or in respect of any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by way of negligence or otherwise.

While the information in this presentation has been prepared in good faith, no representation or warranty, express or implied, is made as to the fairness, currency, accuracy, reliability or completeness of information in this presentation or any constituent or associated presentation, information or material, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, implied by, the information in this presentation or any part of it, or that this presentation contains all material information about Pinnacle, the Offer or that a prospective investor or purchaser may require in evaluating a possible investment in Pinnacle or acquisition of Shares.

The Joint Lead Managers and their other Limited Parties make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer. There is no statement in this presentation which is based on any statement by the Joint Lead Managers or the Joint Lead Manager's Limited Parties (except for references to the Joint Lead Manager's name). You represent, warrant and agree that you have not relied on any statements made by the Joint Lead Managers or other Limited Parties in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of Pinnacle, the Joint Lead Managers or their Limited Parties. You undertake that you will not seek to sue or hold the Joint Lead Managers or their Limited Parties liable in any respect in connection with this presentation or the Offer (to the maximum extent permitted by law).

Each Joint Lead Manager, together with its affiliates and related bodies corporate, is a full service financial institution engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, marketing making, market lending, brokerage and other financial and non-financial activities and services including for which it has received or may receive customary fees and expenses. Each Joint Lead Manager (and/or its respective bodies corporate) has performed, and may perform, other financial or advisory services for Pinnacle, and/or may have other interests in or relationships with Pinnacle and its related entities or other entities mentioned in this presentation for which they have received or may receive customary fees and expenses. Without limitation, in the ordinary course of their various business activities, the Joint Lead Managers and other Limited Parties may have interests in the securities of Pinnacle, including providing investment banking services to, Pinnacle. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Joint Lead Managers will receive fees for acting in their capacity as joint lead managers, bookrunners and underwriters to the Placement and Director Sell-Down.

Investors acknowledge and agree that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of Pinnacle and the Joint Lead Managers. Each of Pinnacle and the Joint Lead Managers and each of their respective affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law.

Investment returns and funds

The investment returns for each fund or strategy shown are for information purposes only. Unless otherwise stated, the investment returns have been calculated for the relevant period in AUD (with distributions reinvested) and are gross of applicable fees, costs and taxes. Past performance is not indicative of future performance.

Pinnacle Fund Services Limited (ABN 29 082 494 362 AFSL 238371) is the issuer of funds in this presentation that are managed by Aikya Investment Management Limited (UK Company Number 12329682), Antipodes Partners Limited (ABN 29 602 042 035 AFSL 481580), Firetrail Investments Pty Limited (ABN 98 622 377 913, AFSL 516821), Hyperion Asset Management Limited (ABN 80 080 135 897 AFSL 238380), Longwave Capital Partners Pty Ltd (ABN 17 629 034 902, AFSL AR 1269404 of Pinnacle Investment Management Limited AFSL 322140), Palisade Investment Partners Limited (ABN 32 124 326 361, AFSL AR 312944 of Pinnacle Investment Management Limited AFSL 322140), Plato Investment Management Limited (ABN 77 120 730 136, AFSL 307141), Resolution Capital Limited (ABN 50 108 584 167 AFSL 274491), Solaris Investment Management Limited (ABN 72 128 512 621, AFSL 330505), Spheria Asset Management Pty Limited (ABN 42 611 081 326 AFSL AR 1240979 of Pinnacle Investment Management Limited AFSL 322140), Reminiscent Capital Pty Limited (ABN 35 629 386 161, AFSL 322140), Riparian Capital Partners Pty Limited (ABN 80 630 179 752, AFSL 322140) and Two Trees Investment Management Pty Ltd (ABN 57 616 424 170, AFSL 502096). Pinnacle Fund Services Limited is not licensed to provide financial product advice. The product disclosure statements of funds issued by Pinnacle Fund Services Limited are accessible on the relevant investment manager's website via https://pinnacleinvestment.com/investment-managers/. Any potential investor should read the relevant product disclosure statement in its entirety and consult their financial adviser before making an investment decision.

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Agenda

01	Executive summary	5
02	Investment in Five V Capital	8
03	Pinnacle update and outlook	17
04	Capital raising and sell down	24
A	Additional information on FUM	27
B	Key risks	33
C	International offer restrictions	39
D	Summary of Placement Agreement	43