ADAIRS LIMITED — Major Shareholding Notification 2020

Mar 11, 2020

Pendal Group Limited

Level 14, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia

ABN 28 126 385 822

Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

12 March 2020

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of ADAIRS LIMITED ( ADH ).

Yours faithfully

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Joanne Hawkins Group Company Secretary

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{00015748.docx}

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ADAIRS LIMITED (ADH) ACN/ARSN ACN 147 375 451 1. Details of substantial holder(1) Name PENDAL GROUP LIMITED (PDL) ACN/ARSN (if applicable) ACN 126 385 822

There was a change in the interests of the substantial holder on 10/03/2020 The previous notice was given to the company on 27/02/2020 The previous notice was dated 24/02/2020

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 in the company or scheme, are as follows:

Class of securities (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	VotingPower(5)	Person’s votes	VotingPower(5)
ORDINARY SHARES	9,002,214	5.32%	11,082,378	6.55%

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 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 interest changed	Nature of change (6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
10/03/2020	PDL & its Associates, Pendal Fund Services Limited, Pendal Institutional Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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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 interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest (6)	Class and Number of securities	Person’s votes
Pendal Fund Services Limited *	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	Pendal Fund Services Limited is the trustee or responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	8,302,086 Ordinary	8,302,086
Pendal Institutional Limited	Australia and New Zealand Banking Group HSBC Custody Nominees (Australia) Limited. State Street Australia Limited	Australia and New Zealand Banking Group HSBC Custody Nominees (Australia) Limited. State Street Australia Limited	Pendal Institutional Limited is the investment manager appointed by various superannuation funds, institutional investors and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares..	2,780,292 Ordinary	2,780,292

• Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5. Changes in association

The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) 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

6. Addresses

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

The addresses ofpersons named in this form are as follows:
Name	Address
Pendal Group Limited (PDL)	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Fund Services Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Institutional Limited	Level 14, Chifley Tower, 2 Chifley Square SYDNEYNSW2000
ADAIRS LIMITED (ADH)	The Company Secretary, ADAIRS LIMITED (ADH) 2 International Court Scoresby VIC 3179

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Signature

• Print name Joanne Hawkins Capacity Company Secretary Sign here Date 12/03/2020 DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 6 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 person’s votes divided by the total votes in the body corporate scheme multiplied by 100. (6) Include details of: (a) 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

• (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.

• (7) 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.

• (8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

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ANNEXURE A

This is annexure ‘A’ referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited ACN 126 385 822

Joanne Hawkins – Company Secretary, Pendal Group Limited - 12/03/2020

TRANSACTION HISTORY

Sales & Purchases for the period : 25/02/2020 to 10/03/2020

SECURITY: ADH

Pendal Fund Services Limited

Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person’s votes affected
25/02/2020	HSBC Custody Nominees (Australia) Limited.	Buy	661,806	1,720,695.60	Ordinary	661,806
3/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	3,140	7,473.20	Ordinary	3,140
5/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-39,532	-87,365.72	Ordinary	39,532
6/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-39,532	-79,459.32	Ordinary	39,532
9/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-134,494	-220,570.16	Ordinary	134,494
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	28,435	48,908.20	Ordinary	28,435
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	487,235	857,533.60	Ordinary	487,235
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	54,547	95,457.25	Ordinary	54,547
	Total		1,021,605	2,342,672.65
	Pendal Fund Services Limited		1,021,605	2,342,672.65

Pendal Institutional Limited

Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person’s votes affected
25/02/2020	Australia and New Zealand Banking Group Limited	Buy	12,283	31,935.80	Ordinary	12,283
3/03/2020	Australia and New Zealand Banking Group Limited	Sell	-3,140	-7,473.20		3,140
10/03/2020	Australia and New Zealand Banking Group Limited	Buy	524	901.28		524
10/03/2020	Australia and New Zealand Banking Group Limited	Buy	1,005	1,758.75		1,005
10/03/2020	Australia and New Zealand Banking Group Limited	Buy	8,975	15,796.00		8,975
	Total		19,647	42,918.63
Date	Registered Company	Nature of Change	Quantity	Consideration	Class of Securities	Person’s votes affected
25/02/2020	HSBC Custody Nominees (Australia) Limited	Buy	96,825	251,745.00	Ordinary	96,825
5/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	5,130	11,337.30	Ordinary	5,130
6/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	6,814	13,696.14	Ordinary	6,814
10/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	4,613	7,934.36	Ordinary	4,613
10/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	79,053	139,133.28	Ordinary	79,053

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10/03/2020 Date 25/02/2020 25/02/2020 5/03/2020 5/03/2020 6/03/2020 6/03/2020 10/03/2020 10/03/2020 10/03/2020 10/03/2020 10/03/2020 10/03/2020

HSBC Custody Nominees (Australia) Limited Buy 8,850 15,487.50 Ordinary 8,850 Total 201,285 439,333.58 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected State Street Australia Limited Buy 261,855 680,823.00 Ordinary 261,855 State Street Australia Limited Buy 129,616 337,001.60 Ordinary 129,616 State Street Australia Limited Buy 23,008 50,847.68 Ordinary 23,008 State Street Australia Limited Buy 11,394 25,180.74 Ordinary 11,394 State Street Australia Limited Buy 21,885 43,988.85 Ordinary 21,885 State Street Australia Limited Buy 10,833 21,774.33 Ordinary 10,833 State Street Australia Limited Buy 24,251 42,439.25 Ordinary 24,251 State Street Australia Limited Buy 12,642 21,744.24 Ordinary 12,642 State Street Australia Limited Buy 216,614 381,240.64 Ordinary 216,614 State Street Australia Limited Buy 107,261 188,779.36 Ordinary 107,261 State Street Australia Limited Buy 6,260 10,767.20 Ordinary 6,260 State Street Australia Limited Buy 12,008 21,014.00 Ordinary 12,008 Total 837,627 1,825,600.89 Pendal Institutional Limited 1,058,559 2,307,853.10

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