Temple & Webster : Becoming a substantial holder

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

For personal use only

To Company Name/Scheme

Temple & Webster Group Ltd

ACN/ARSN

608 595 660

1. Details of substantial holder (1)

Name

Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A

ACN/ARSN (if applicable)

100 325 184

The holder became a substantial holder on

19/04/2022

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY FULLY PAID	6,024,830	6,024,830	5.00%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
REFER TO ANNEXURE A PART 1 AND PART 2

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
REFER TO ANNEXURE B

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Cash	Non-cash
REFER TO ANNEXURE C

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

For personal use only

Name and ACN/ARSN (if applicable)	Nature of association
REFER TO ANNEXURE D

7. Addresses

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

Name	Address
REFER TO ANNEXURE E

Signature

print name	CALVIN KWOK	capacity	COMPANY SECRETARY
sign here	date	22/04/2022

DIRECTIONS

• (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 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

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

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) 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.

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

• (7) Include details of:

  • (a) 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

  • (b) 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.

• (8) 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".

• (9) 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.

Temple & Webster Group Ltd Annexure A - Part 1

Holder of relevant interest

Nature of relevant interest

Number of securitiesClass of securities

Pinnacle Investment Management Group Limited Pinnacle Investment Management Limited

Ariano Pty Limited (ACN 605 250 799)

Next Financial Limited (ACN 081 722 894)

personal use only

Next Financial Nominees Pty Ltd (ACN 093 252 576)

Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115)

Investment Solutions Client Services Pty Ltd (ACN 117 898 334)

Priority Funds Management Pty Ltd (ACN 120 826 575)

Priority Investment Management Pty Ltd (ACN 116 943 456

PNI Option Plan Managers Pty Ltd (ACN 125 030 766)

Pinnacle RE Services Limited (ACN 130 508 379)

Pinnacle Services Administration Pty Ltd (ACN 126 175 148)

Pinnacle Investment Management (UK) Limited (Company Number 11026111)

POSH Nominees Pty Limited (ACN 620 094 251)

Pinnacle Fund Services Limited (ACN 082 494 362)

Relevant interest by virtue of section 608(3)

of the Corporations Act as it or its associates holds directly or indirectly above 20% voting power in one or more affiliated investment managers (see Annexure A - Part 2) and Pinnacle Fund Services Limited, who each in turn hold relevant interests in the securities the subject of this notice.

Relevant interest held through the power to control voting and/or disposal of securities in its capacity as responsible entity or trustee of registered or unregistered schemes and/or relevant interest by virtue of section 608(3)

of the Corporations Act as it or its associates holds directly or indirectly above 20% voting power in one or more affiliated investment managers (see Annexure A - Part 2) who each in turn hold relevant interests in the securities the subject of this notice.

This is Annexure "A - Part 1" as mentioned in form 603 Notice of initial substantial holder

Calvin Kwok Company Secretary Date: 22/04/2022

6,024,830

Ordinary fully paid

6,024,830

Ordinary fully paid

Temple & Webster Group Ltd Annexure A - Part 2

Affiliated Investment Managers in which Pinnacle has over 20% voting power

Antipodes Partners Limited (ACN 602 042 035)

Hyperion Asset Management Limited (ACN 080 135 897)

Metrics Credit Partners Pty Limited (ACN 150 646 996)

For personal use only

Palisade Investment Partners Limited (ACN 124 326 361)

Plato Investment Management Limited (ACN 120 730 136)

Resolution Capital Limited (ACN 108 584 167)

Solaris Investment Management Limited (ACN 128 512 621)

Two Trees Investment Management Pty Limited (ACN 616 424 170)

Riparian Capital Partners Pty Ltd (ACN 630 179 752)

This is Annexure "A - Part 2" as mentioned in form 603 Notice of initial substantial holder

Calvin Kwok

Company Secretary

Date: 22/04/2022

personal use only

Temple & Webster Group Ltd
Annexure B
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Number of securities	Class of securities
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	BNP Paribas Securities Services	BNP Paribas Securities Services	665,025	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	Citibank	Citibank	5,359,805	Ordinary fully paid

This is Annexure "B" of 1 page as mentioned in form 603 Notice of initial substantial holder

Calvin Kwok

Company Secretary

Date: 22/04/2022