PINNACLE INVESTMENT

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Pinnacle Investment Management : Share Purchase Plan Booklet

11/29/2021 | 05:21pm

For personal use only

30 November 2021

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Pinnacle launches Share Purchase Plan

Pinnacle Investment Management Group Limited (ACN 100 325 184) (ASX:PNI) (Pinnacle) is pleased to offer Eligible Shareholders1 an opportunity to acquire new ordinary shares in Pinnacle (New Shares) under a Share Purchase Plan (SPP). The offer booklet (SPP Booklet) attached to this announcement will be despatched to Eligible Shareholders today.

The intention to launch the SPP was announced on 23 November 2021, at the same time that Pinnacle announced it was undertaking an institutional placement to fund its investment in Five V Capital Pty Limited and replenish balance sheet capacity that was used to fund the acquisition of the 25% stake in Coolabah in 2019 (Placement). The Placement was successfully completed, raising approximately $105 million, as announced on 24 November 2021.

The SPP offer

Eligible Shareholders may purchase up to $30,000 worth of New Shares under the SPP, without incurring brokerage or transaction costs. The issue price of these New Shares will be the lower of the price at which shares were issued under the Placement and the volume weighted average price of Pinnacle shares traded on the ASX over the five trading days up to 5.00pm on 15 December 2021 being the closing date of the SPP. The SPP is not underwritten. Pinnacle reserves the right to scale- back applications (in its absolute discretion).

The SPP opens today, 30 November 2021 and is expected to close at 5.00pm on Wednesday 15 December 2021. Application monies must be received prior to this time. Full details of the SPP are available in the attached SPP Booklet.

Shareholder enquiries

Eligible shareholders are encouraged to carefully read the SPP Booklet for further details relating to the SPP. For further information in relation to the SPP, please contact Pinnacle's share registry, Computershare Investor Services Pty Ltd, from 9am to 5pm Monday to Friday on 1300 855 080 (callers within Australia) or +61 3 9415 4000 (callers outside Australia).

Additional information

Further details about the capital raising are set out in the investor presentation released to the ASX on Tuesday, 23 November 2021. The presentation is available on the Pinnacle investor centre: https://pinnacleinvestment.com/shareholders/

Authorised by:

Calvin Kwok

Company Secretary

-ENDS-

1 Participation in the SPP is open to eligible shareholders who, at 7.00pm (Sydney time) on Monday 22 November 2021, were registered as holders of Shares and whose address on Pinnacle's share register is in Australia or New Zealand (excluding shareholders who are in the United States, or acting for the account or benefit of a person in the United States).

For personal use only

IMPORTANT NOTICE AND DISCLAIMER

Not for distribution or release in the United States

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The offer and sale of the New Shares referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold in the Share Purchase Plan may not be offered, sold or resold, directly or indirectly, to any person in the United States or to any person acting for the account or benefit of a person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

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For personal use only

Pinnacle Investment Management Group Limited

Share Purchase Plan

Offer Booklet

30 November 2021

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 worth of new ordinary shares in Pinnacle Investment Management Group Limited (ACN 100 325 184) (Pinnacle). Details of the offer and how to participate are set out in this Booklet.

This Booklet is not for release or distribution in the United States and, except with the consent of Pinnacle, elsewhere outside Australia and New Zealand.

For personal use only

Offer Details and Key Dates

Offer Details

Issue Price

The lower of:

- $16.70 per share (being the Placement Price); and

- the Volume Weighted Average Price (VWAP) of Pinnacle

shares traded on the ASX over the five trading days up to

5.00pm on 15 December 2021 (being Closing Date of the

SPP, defined below)

Minimum Application Amount

$2,500

Maximum Application Amount

$30,000

Permitted Application Amount

Incremental amounts between the Minimum Application Amount

and the Maximum Application set out at clause 4.1.

Pinnacle reserves the right, in its absolute discretion, to scale-back applications.

Key Dates

Record Date (the time that eligibility to

7.00pm (Sydney time) on Monday 22 November 2021

participate in the Share Purchase Plan is

determined)

Opening Date

Tuesday, 30 November 2021

Closing Date

5.00pm (Sydney time) on Wednesday, 15 December 2021

Pricing Period

Thursday, 9 December 2021 - Wednesday, 15 December 2021

(inclusive)

Issue and allotment of New Shares

Wednesday, 22 December 2021

under the SPP

ASX quotation and commencement of

Thursday, 23 December 2021

trading of New Shares issued under the

SPP

Despatch of holding statements for New

Thursday, 23 December 2021

Shares

1

For personal use only

This timetable (and each reference in this Booklet to a date specified in the timetable) is indicative only and Pinnacle may, at its discretion, vary any of the above dates by lodging a revised timetable with the Australian Securities Exchange (ASX). The quotation of New Shares is subject to confirm from the ASX. All times referred to in this Booklet are Sydney time.

IMPORTANT NOTICE

This Booklet contains important information. You should read it carefully and in its entirety.

This Booklet does not constitute or provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation and particular needs. If you are in any doubt about whether to participate in the SPP, you should seek advice from your financial, taxation or other professional adviser before participating.

The offer of New Shares under the SPP is made in accordance with Australian Securities and Investments Commission (ASIC), Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument 2019/547), which grants relief from the requirement to issue a disclosure document for the SPP. This Booklet is not a prospectus under Chapter 6D of the Corporations Act 2001 (Cth) (the Corporations Act).

The laws of some countries prohibit or make impracticable participation in the SPP by certain overseas Shareholders. Unfortunately, Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of shares for sale in any other jurisdiction.

If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact Pinnacle's SPP Offer Information Line, operated by its share registry, Computershare Investor Services Pty Ltd (the Registry), from 9.00am to 5.00pm Monday to Friday on 1300 855 080 (callers within Australia) or

+61 3 9415 4000 (callers outside Australia).

International offer restrictions

New Zealand

The New Shares under the SPP are not being offered or sold to the public in New Zealand other than to existing shareholders of Pinnacle with registered addresses in New Zealand to whom the offer of New Shares under the SPP is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly, or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States.

2

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Disclaimer

Pinnacle Investment Management Group Limited published this content on 29 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2021 22:20:07 UTC.

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