Adore Beauty : Ceasing to be a substantial holder from CGF

For personal use only

Sydney

Level 2, 5 Martin Place

Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001

www.challenger.com.au

Telephone [phone]

Facsimile 02 9994 7777

17 February 2022

The Manager

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of ceasing to be a substantial holder ~ Adore Beauty Group (ABY)

We attach a notice of ceasing to be a substantial holder in Adore Beauty Group Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

Linda Matthews

Company Secretary

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone [phone] Facsimile 02 9994 7777 Brisbane Level 6, 215 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone [phone] Facsimile 07 3136 5407

Perth Level 26, 140 St Georges Terrace, Perth WA 6000 Telephone [phone] Adelaide Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone [phone]

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670

Challenger Investment Partners Limited ABN 29 092 382 842 AFSL 234 678

Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304

Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

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	063 138 988
1. Details of substantial holder (1)
Name	Challenger Limited (and its entities listed in Annexure 2)
ACN/ARSN (if applicable)	106 842 371
The holder ceased to be a
substantial holder on		15/02/2022
The previous notice was given to the company on	26/11/2020
The previous notice was dated		26/11/2020

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:

Date of change	Person whose relevant	Nature of change (4)	Consideration given in	Class (6) and	Person's votes
	interest changed		relation to change (5)	number of	affected
				securities
				affected
Refer	Challenger	Refer	Refer	Refer	Refer Annexure
Annexure 1 Limited (and its	Annexure 1	Annexure 1	Annexure 1	1
	entities listed in
	Annexure 2)

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
N/A	N/A

4. Addresses

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

Name	Address
Challenger Limited (and its entities	Level 2, 5 Martin Place, Sydney NSW 2000
listed in Annexure 2)

Signature

print name

Linda Matthews

Capacity

Company Secretary

sign here

date

17/02/2022

DIRECTIONS

For personal use only

1. If there area 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:

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, money 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.

Annexure 1 consists of 2 page/s and is referred to in Form 605 signed by me and dated 17/02/2022

Linda Matthews

Company Secretary of Challenger Limited

only
Transactions:
Company
Name/Scheme:	Adore Beauty Group Limited (ABY)
As at:	15/02/2022
Class of security:	Ordinary Fully Paid
Date of Change	Holder of relevant interest Nature of Change
	Challenger Limited (and its
	entities listed in Annexure

use	01/12/2020 2)	Sell
01/12/2020 as above	Sell
02/12/2020 as above	Sell
02/12/2020 as above	Sell
03/12/2020 as above	Sell
03/12/2020 as above	Sell
personal	04/12/2020 as above	Sell
04/12/2020 as above	Sell
09/09/2021	as above	Sell
	07/12/2020	as above	Sell
	07/12/2020 as above	Sell
	30/12/2020 as above	Buy
	30/12/2020 as above	Buy
	30/12/2020 as above	Buy
	30/12/2020 as above	Buy
	30/12/2020 as above	Buy
	23/02/2021 as above	Sell
	23/02/2021 as above	Sell
	24/02/2021 as above	Sell
	24/02/2021 as above	Sell
	05/03/2021 as above	Buy
	05/03/2021 as above	Buy
	09/09/2021 as above	Buy
	09/09/2021 as above	Buy
	09/09/2021 as above	Buy
	09/09/2021 as above	Buy
	09/09/2021 as above	Buy
For	09/09/2021 as above	Sell
15/10/2021 as above	Sell
15/10/2021 as above	Sell
18/10/2021 as above	Sell
18/10/2021 as above	Sell
19/10/2021 as above	Sell
19/10/2021 as above	Sell
20/10/2021 as above	Sell
20/10/2021 as above	Sell
	21/10/2021 as above	Sell
	21/10/2021 as above	Sell
	01/11/2021 as above	Sell
	01/11/2021 as above	Sell
	02/11/2021 as above	Sell
	02/11/2021 as above	Sell
	29/11/2021 as above	Buy
	29/11/2021 as above	Buy
	29/11/2021 as above	Buy
	29/11/2021 as above	Buy

	Number of	Person's Votes
Consideration	Securities	Affected
380,024	-59,144	59,144
59,268	-9,224	9,224
38,017	-5,933	5,933
5,927	-925	925
80,811	-13,000	13,000
12,600	-2,027	2,027
283,190	-47,148	47,148
44,171	-7,354	7,354
19,934	-3,322	3,322
3,108	-518	518
2,289	414	414
299	54	54
22,078	3,994	3,994
1,194	216	216
6,965	1,260	1,260
275,803	-48,246	48,246
43,012	-7,524	7,524
2,440	-428	428
382	-67	67
136,667	27,639	27,639
876,305	177,221	177,221
94,656	19,200	19,200
976,140	198,000	198,000
644,351	130,700	130,700
2,406,308	488,095	488,095
305,660	62,000	62,000
2,576,788	-522,675	522,675
1,850,328	-375,320	375,320
62,382	-12,717	12,717
7,726	-1,575	1,575
132,951	-27,092	27,092
16,459	-3,354	3,354
32,389	-6,610	6,610
4,008	-818	818
7,582	-1,547	1,547
936	-191	191
2,372	-484	484
294	-60	60
205,320	-41,897	41,897
25,424	-5,188	5,188
73,412	-14,653	14,653
9,088	-1,814	1,814
40,285	9,462	9,462
4,990	1,172	1,172
266,081	62,231	62,231
32,940	7,704	7,704

Page 1 of 2

use only

Date of Change Holder of relevant interest

30/11/2021 as above 30/11/2021 as above 16/12/2021 as above 20/12/2021 as above 20/12/2021 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above 15/02/2022 as above

		Number of	Person's Votes
Nature of Change	Consideration	Securities	Affected
Buy	148,533	33,307	33,307
Buy	18,391	4,124	4,124
Buy - Transfer	459,458	113,167	113,167
Buy	1,321,946	330,900	330,900
Sell	1,321,946	-330,900	330,900
Sell	21,373	-8,272	8,272
Sell	34,432	-13,326	13,326
Sell	10,100	-3,909	3,909
Sell	11,010	-4,261	4,261
Sell	3,630	-1,405	1,405
Sell	22,807	-8,827	8,827
Sell	117,476	-44,048	44,048
Sell	189,250	-70,960	70,960
Sell	55,522	-20,818	20,818
Sell	60,506	-22,687	22,687
Sell	19,954	-7,482	7,482
Sell	125,362	-47,005	47,005
Sell	57,904	-20,680	20,680
Sell	93,279	-33,314	33,314
Sell	27,364	-9,773	9,773
Sell	29,826	-10,652	10,652
Sell	9,836	-3,513	3,513
Sell	61,790	-22,068	22,068

For personal

Total Number of Securities

-233,895

Page 2 of 2