EVT LIMITED - Capital/Financing Update 2009

ABN 51 000 005 103

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3 November 2009 Equity Raising Entitlement Offer

DETAILS OF A 1 FOR 5 RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF AMALGAMATED HOLDINGS LIMITED ORDINARY SHARES AT AN OFFER PRICE OF $4.10 PER NEW SHARE

THIS ENTITLEMENT OFFER CLOSES AT 5.00 PM (EDT) ON 30 NOvEMBER 2009

This is an important document which requires your immediate attention. It is accompanied by an Entitlement and Acceptance Form for you to subscribe for new ordinary shares in Amalgamated Holdings Limited.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS

Financial Advisor

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Chairman’s Letter ........................................................................................................................................ 3 Key Dates ..................................................................................................................................................... 5 ASX Announcements ................................................................................................................................. 6 How to Apply ............................................................................................................................................. 26 Important Information .............................................................................................................................. 32 Glossary...................................................................................................................................................... 36

Registered Office

State Theatre Building 49 Market Street Sydney NSW 2000 Australia

Share Registry

Computershare Investor Services pty Limited gpO Box 253 Sydney NSW 2001 Australia

ASX Listing

Amalgamated Holdings Limited ( AHL ) ordinary shares are listed on the Australian Securities exchange (code: AHD).

Website

To view annual reports, shareholder and company information, news announcements, background information on AHL’s businesses and historical information, visit AHL’s website at http://www.ahl.com.au/.

AHL Shareholder Information Line

Telephone: 1300 823 671 (Australia) +61 3 9938 4346 (outside Australia) Open 8.30am to 5.30pm (eDT) Monday to Friday from Tuesday 3 November 2009 to Tuesday 8 December 2009.

pAge 2 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Amalgamated Holdings Limited – Renounceable Pro-Rata Entitlement Offer

3 November 2009

Dear Shareholder,

On behalf of Amalgamated Holdings Limited ( AHL ), I am pleased to invite you to participate in a 1 for 5 renounceable pro-rata entitlement offer for AHL ordinary shares ( New Shares ) at an offer price of $4.10 per New Share ( Entitlement Offer ) to raise up to approximately $107 million.

Over the past 3 years AHL has invested over $275 million in capital expenditure and acquisitions. AHL has undertaken a number of hotel and cinema acquisitions and property redevelopments and expects to continue to pursue such opportunities in the future. The proceeds of the entitlement Offer will be used to strengthen AHL’s capital base and provide increased financial flexibility to pursue growth opportunities.

Entitlement Offer

On 3 November 2009 AHL announced its intention to raise up to approximately $107 million through a renounceable pro-rata entitlement offer. The entitlement Offer entitles eligible Shareholders to subscribe for 1 New Share for every 5 AHL Shares held at the Record Date of 7.00pm (eDT) on 12 November 2009. eligible Shareholders may also apply for New Shares in excess of their entitlement. The equity raising is not underwritten.

The offer price of $4.10 per New Share represents a discount of approximately 31.3% to the closing price of AHL Shares on 2 November 2009 (the last trading day before the equity raising was announced) and a discount of 27.5% to the theoretical ex-rights price[1] .

New Shares will be issued on a fully paid basis and will rank equally with existing AHL Shares.

Renounceable Offer

Consistent with what the Board of AHL considers to be the best treatment for all shareholders, the entitlement Offer is renounceable. This provides eligible Shareholders the opportunity to sell some or all of their Rights. Trading of Rights is expected to commence on the ASX on 6 November 2009 and to cease on close of trading on 23 November 2009.

AHL will appoint an ASIC-approved nominee to sell your Rights if you are ineligible to participate. The net proceeds (if any) of the sale of those Rights will be forwarded to you in due course. please read this booklet for further details.

Dividend

AHL expects to maintain a dividend of 32 cents per share on the expanded capital base in FY2010, subject to any unforeseen circumstances. It is expected that FY2010 dividends will continue to be fully franked. The New Shares will be entitled to any dividends with a record date after the date of issue of the New Shares.

Participation of Major Shareholders

The offer is not underwritten. However, AHL’s Major Shareholders (Alphoeb pty Limited, Carlton Investments Limited, enbeear pty Limited, Investors Mutual Limited, Maple-Brown Abbott Limited, perennial Value Management Limited and myself, Alan Rydge), which in aggregate hold approximately 70% of the issued capital of AHL, have each entered into arrangements under which they have committed to subscribe for (or procure subscriptions for) all of their entitlements.

Having entered into these arrangements, AHL has commitments for a minimum of 70% of the total amount that could be received under the entitlement Offer.

1 The theoretical ex-rights price is the theoretical price at which AHL Shares would trade immediately after the ex-date for the entitlement Offer assuming 100% take-up of the entitlement Offer. This is a theoretical calculation only and the actual price at which AHL Shares trade immediately after the ex-date for the entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price.

equity Raising | entitlement Offer 2009 < pAge 3

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In seeking these commitments, each of the Major Shareholders was required to enter into a confidentiality agreement (including an acknowledgement of insider trading restrictions) before being given any details of the matter to be discussed.

In addition to these commitments all of AHL’s Directors have interests in AHL Shares and have indicated that they intend to take up their entitlements in full (including in the case of the Managing Director in respect of AHL Shares held on his behalf under AHL’s performance Share plan).

Offer Booklet

This Offer Booklet includes key information about the entitlement Offer, including:

Key Dates for the entitlement Offer;
The Investor presentation released to the ASX on 3 November 2009 providing information on AHL, the entitlement Offer and key risks for you to consider;
Other recent announcements from AHL which have been released to ASX, including the address delivered by me as Chairman to the Annual general Meeting of the shareholders held on 23 October 2009, as well as the address of the Managing Director to the same meeting (these addresses were released on 23 October 2009). The Managing Director’s address included an update on performance for the first quarter of FY2010;
How to Apply; and
Important Information.

In particular, you should consider the key risk factors outlined in the Investor presentation that could affect the operating and financial performance of AHL or the value of an investment in AHL.

Accompanying this Offer Booklet is a personalised entitlement and Acceptance Form which details your entitlement. It is to be completed in accordance with the instructions on the form and the information contained in this Offer Booklet. You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the entitlement Offer.

For further information regarding the entitlement Offer, please call the AHL Shareholder Information Line on 1300 823 671 (local call cost from within Australia) or +61 3 9938 4346 (outside Australia) at any time from 8.30am to 5.30pm (eDT) Monday to Friday during the entitlement Offer period.

On behalf of the Board of AHL, I invite you to consider this investment opportunity and thank you for your ongoing support of AHL.

Yours sincerely

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Ag Rydge Chairman

NOT FOR DISTRIBUTION OR ReLeASe IN THe UNITeD STATeS OR TO, OR FOR THe ACCOUNT OR BeNeFIT OF, U.S. peRSONS.

Forward looking statements, opinions and estimates provided in this letter are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

This Offer Booklet and the entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any ‘U.S. person’ (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act )) ( U.S. Person ). No part of this Offer Booklet or the entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, U.S. persons. Neither the entitlements nor New Shares offered in the entitlement Offer have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a U.S. person. New Shares may not be offered, or sold, or resold, in the United States or to, or for the account or benefit of, a U.S. person except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

pAge 4 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Key Dates for the Entitlement Offer

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Event Date
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entitlement Offer announced via the ASX	Tuesday 3 November 2009
AHL Shares quoted on an ‘ex’ basis and Rights trading commences	Friday 6 November 2009
Record Date	7.00pm on
	Thursday 12 November 2009
Mailing of Offer Booklet and entitlement and Acceptance Forms to eligible Shareholders	Monday 16 November 2009
Last day of Rights trading	Monday 23 November 2009
Trading of New Shares expected to commence on a deferred settlement basis	Tuesday 24 November 2009
Closing Date. Last day for acceptance and payment	5.00pm on
	Monday 30 November 2009
Issue of New Shares	Tuesday 8 December 2009
Trading of New Shares expected to commence on a normal T+3 basis	Wednesday 9 December 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian eastern Daylight Time (eDT).

Applicants are encouraged to submit their applications and Application Money as soon as possible after the entitlement Offer opens. AHL reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws or regulations, to vary any of the above dates of the entitlement Offer, including extending the entitlement Offer or accepting late applications, either generally or in particular cases, without notice. Any extension of the Closing Date will have a consequential effect on the issue date of the New Shares.

equity Raising | entitlement Offer 2009 < pAge 5

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ASX Announcements

3 November 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.

ASX ANNOUNCEMENT RENOUNCEABLE ENTITLEMENT OFFER TO RAISE UP TO APPROXIMATELY $107 MILLION

The listed entertainment, hospitality and leisure operator Amalgamated Holdings Limited ( AHL ) today announced a 1 for 5 renounceable entitlement offer at $4.10 per share ( Entitlement Offer ) to raise gross proceeds of up to approximately $107 million. The record date for the entitlement Offer is 7.00pm (eDT) on Thursday, 12 November 2009 ( Record Date ).

AHL’s Managing Director David Seargeant said “Over the past 3 years we have invested over $275 million in capital expenditure and acquisitions. We have undertaken a number of hotel and cinema acquisitions and property redevelopments, and we expect to continue to pursue such opportunities in the future. The proceeds of the entitlement Offer will be used to strengthen our capital base and provide increased financial flexibility to pursue growth opportunities. I encourage all shareholders to subscribe for their entitlement.”

Key Highlights of the Entitlement Offer

Under the entitlement Offer, eligible shareholders are able to subscribe for 1 new share for each 5 existing AHL shares held at the Record Date. Other key highlights of the entitlement Offer include:

A fixed offer price of $4.10, representing a 31.3% discount to AHL’s closing share price on 2 November 2009 and a 27.5% discount to the TeRp[1] ;
eligible shareholders can choose to take up their entitlements in full, in part or not at all;
eligible shareholders who take up their entitlements in full can also apply for additional shares. The availability of additional shares will be limited to the number of lapsed entitlements. In the event that demand for additional shares exceeds the number of additional shares available for allocation, AHL Directors will implement a scale-back at their sole discretion;
The entitlements are renounceable and can be traded on ASX. The trading period is expected to commence on 6 November 2009 and close on 23 November 2009; and
New shares issued under the entitlement Offer will rank equally with existing ordinary shares, including in respect of future dividends.

Dividend

AHL expects to maintain a dividend of 32 cents per share on the expanded share capital in FY2010, subject to any unforeseen circumstances. It is expected that FY2010 dividends will continue to be fully franked.

Participation of Major Shareholders

The entitlement Offer is not underwritten. However, AHL’s major shareholders (Alphoeb pty Limited, Carlton Investments Limited, enbeear pty Limited, Investors Mutual Limited, Maple-Brown Abbott Limited, perennial Value Management Limited and Mr Alan Rydge), which in aggregate hold approximately 70% of the issued capital of AHL, have each entered into arrangements under which they have committed to subscribe for (or procure subscriptions for) all of their entitlements.

Having entered into these arrangements, AHL has commitments for a minimum of 70% of the total amount that could be raised under the entitlement Offer.

In seeking these commitments, each of the major shareholders was required to enter into a confidentiality agreement (including an acknowledgement of insider trading restrictions) before being given any details of the matter to be discussed.

In addition to these commitments all of AHL’s Directors have interests in AHL shares and have indicated that they intend to take up their entitlements in full (including in the case of the Managing Director in respect of AHL shares held on his behalf under AHL’s performance Share plan).

1 Theoretical ex-rights price based on AHL’s closing price of 2 November 2009.

pAge 6 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Further Details

Further details of the entitlement Offer, including details of the use of proceeds, the timetable and key risks of the entitlement Offer are contained in the investor presentation released to the ASX and available on AHL’s website. An offer booklet, which will include this investor presentation, will be released to the ASX and is expected to be dispatched to eligible shareholders on 16 November 2009.

AHL is advised by Caliburn partnership.

Shareholder Enquiries

Shareholders who have questions regarding the entitlement Offer should phone the AHL Shareholder Information Line on 1300 823 671 (within Australia) or +61 3 9938 4346 (outside Australia) any time between 8:30am and 5:30pm (eDT), Monday to Friday during the entitlement Offer period.

For media enquiries contact: AHL (02 9373 6600)

Mr David Seargeant Managing Director Mr greg Dean Company Secretary

Caliburn (02 9229 1410)

Mr Simon Mordant Mr Rowan Johnston

Joint Chief executive Senior Adviser

NOT FOR DISTRIBUTION OR ReLeASe IN THe UNITeD STATeS OR TO, OR FOR THe ACCOUNT OR BeNeFIT OF, U.S. peRSONS.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy , securities in the United States, or to any person that is, or is acting for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933 as amended (the U.S. Securities Act )( U.S. Person )). The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless the securities are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available.

This announcement contains certain forward-looking statements. The words “anticipate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of AHL and its officers, employees, agents or associates, which may cause actual results to differ materially from those expressed or implied in such statements. Some of these risks are set out in the investor presentation released to the ASX and available on AHL’s website. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are based on information available to AHL as of the date of this release. except as required by law or regulation, AHL assumes no obligation to update such information.

equity Raising | entitlement Offer 2009 < pAge 7

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Investor Presentation

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Presentation to Investors 3 November 2009

1 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Disclaimer & Important Notice

This Presentation has been prepared by Amalgamated Holdings Limited (51 000 005 103) ( AHL ) Summary information

This Presentation contains summary information about AHL and its subsidiaries ( AHL Group ) and their activities current as at 3 November 2009. The information in this Presentation is of general background and does not purport to be complete. It should be read in conjunction with AHL Group’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.

Not financial product advice

This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire AHL shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. 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 legal and taxation advice appropriate to their jurisdiction. AHL is not licensed to provide financial product advice in respect of AHL shares. Cooling off rights do not apply to the acquisition of AHL shares.

Financial data

All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented within the financial year end of 30 June unless stated otherwise.

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.

Future performance

This Presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “expect”, “project”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

statements that are subject to risk factors associated with the industries in which AHL operates. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables and risks which could cause actual results or trends to differ materially, including but not limited to: film industry dynamics, quality of film product, technology, environment, exchange rate, capital investment, weather conditions, acquisitions, property redevelopment, litigation, staff, occupational health and safety, share price and volume fluctuations, economic risks, general business competition, government policies and legislation, taxation implications, changes in accounting policy, asset impairment, and investment property valuations.

Investment Risk

An investment in AHL shares is subject to investment and other known and unknown risks, some of which are beyond the control of AHL Group, including possible delays in repayment and loss of income and principal invested. AHL does not guarantee any particular rate of return or the performance of AHL Group, nor does it guarantee the repayment of capital from AHL or any particular tax treatment. Persons should have regard to the risks outlined in this presentation.

Not an offer

This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any "U.S. person" (as defined in Regulation S under the Securities Act of 1933, as amended (the "U.S. Securities Act")). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This presentation contains such

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2 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

pAge 8 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Executive Summary

AHL continues to pursue opportunities for acquisitions/redevelopments in its entertainment, hospitality and leisure, and property businesses
RATIONALE � Equity raising � Strengthens capital base � Increases financial flexibility to capitalise on growth opportunities
� AHL is raising $107m in equity � The equity raising is a 1 for 5 pro-rata renounceable entitlement offer � Eligible Shareholders may apply for additional shares � Not underwritten – AHL’s major shareholders[(1)] have committed to
OFFER participate for their full pro-rata entitlements (70%) � In seeking these commitments, each major shareholder was required to enter into a confidentiality agreement (including an acknowledgement of insider trading restrictions) before being given any details of the matter to be discussed
� Directors expect to maintain a 32 cent per share dividend in FY2010 � The offer is priced at $4.10 per share, representing a 31.3% discount to
OFFER PRICE last closing price and a 27.5% discount to the Theoretical Ex-Rights Price

Note:

Alphoeb Pty Limited, Carlton Investments Limited, Enbeear Pty Limited, Investors Mutual Limited, Maple-Brown Abbott Limited, Perennial Value Management Limited and Mr Alan Rydge.

3 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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Overview of Operations

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ENTERTAINMENT TECHNOLOGY
ENTERTAINMENT HOSPITALITY AND LEISURE
AND PROPERTY
PROPERTY
� FY09 Revenue: $693m � FY09 Revenue: $196m � FY09 Revenue: $33m
� FY09 Norm. Result: $66m � FY09 Norm. Result: $42m � FY09 Norm. Result: $2m
� FY09 Revenue [(1)] :
$924m � Collectively one of � Thredbo: Australia’s � Edge Digital Technology:
� FY09 Norm. Result Australia’s leading cinema premier alpine resort Installation and
(PBIT) [(2)] : $98m exhibitors � Rydges: Owns and maintenance of cinema
� Dominant exhibitor in QLD operates hotels and resorts equipment
and NT in Australia, NZ, UAE and � Filmlab: Manufacture and
� Cinema exhibition interests UK supply of film processing
in Germany and the Middle � State Theatre: 2,000 seat equipment
East theatre in Sydney � Cinesound: JV providing
� Featherdale: Wildlife Park custody and maintenance
in Western Sydney of archival newsreel
footage
� Extensive property holdings
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PBIT: Profit Before Interest and Tax. Notes:

From continuing operations. Includes $212m of group share of revenue earned by jointly controlled entities. Includes $2m of other income, finance income and other revenue. Excludes share of associates’ revenue of $33.6m which relates predominantly to the Middle East cinema business. 2. Before finance revenue/costs, income tax, discontinued operations and minority interest. Includes -$12m of corporate expenses net of unallocated revenue.

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4 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

equity Raising | entitlement Offer 2009 < pAge 9

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Key Business Highlights

� Strong financial performance

� Diversified group of businesses

� Attractive add-on and growth opportunities

� Strong management and supportive shareholders

5 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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Strong Financial Performance

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PBIT FROM CONTINUING OPERATIONS BEFORE
REVENUE FROM CONTINUING OPERATIONS ($M) [(1)]
INDIVIDUALLY SIGNIFICANT ITEMS ($M)
1,400 150
CAGR: 4.2% CAGR: 14.0%
1,120 924 120 98
840 784 783 801 806 90 58 63 75 77
560 60
30
280
-
-
FY2005 FY2006 FY2007 FY2008 FY2009
FY2005 FY2006 FY2007 FY2008 FY2009
NET PROFIT AFTER TAX ($M) [(2)] DIVIDEND PER SHARE (CENTS)
150 50
12090 Net individuallNet individually significant lossesy significant 59 gains 82 99 CAGR: 11.1 69 % 40 CAGR: 14.7% 28.0 30.0 32.0
60 46 30 24.0
18.5
30 20
- 10
Basic FY2005 FY2006 FY2007 FY2008 FY2009 -
EPS 36.4 47.3 64.6 77.3 53.5 FY2005 FY2006 FY2007 FY2008 FY2009
PBIT: Profit Before Interest and Tax. CAGR: Compound Annual Growth Rate.
Notes:
1. Includes group share of revenue earned by jointly controlled entities, other income/revenue and finance income.
2. After individually significant items, net finance costs, minority interest and income tax. Net individually significant gains after tax in FY2008 totaled $43m
and included the gain on the disposal of Roadshow Distributors Pty Limited of $38m. In FY2007 net individually significant gains after tax totaled $22m
and included gains from the sale of Pier 26 Bar and Café and the sale of AHL’s shareholding in Village Roadshow Limited.
6 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
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pAge 10 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Diversified Group of Businesses

AHL’s portfolio of businesses provides significant sector and geographic diversification

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FY09 REVENUE BY SEGMENT FY09 NORMALISED RESULT (PBIT) BY SEGMENT [(2)]
Thredbo,
Leisure &
Attractions Thredbo, Ent. Tech &
7% Leisure & Property
Hotels14% Ent. Tech & Property Hotels Attractions16% 2%
4% 22%
Int'l Cinema
40% Domestic
Domestic Int'l Cinema Cinema
Cinema 21% 39%
35%
FY09 Total [(1)] : FY09 Total [(3)] :
$924m $98m
PBIT: Profit Before Interest and Tax.
Notes:
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From continuing operations. Includes $212m of group share of revenue earned by jointly controlled entities. Includes $2m of other income, finance income and other revenue. Excludes share of associates’ revenue of $33.6m which relates predominantly to the Middle East cinema business.
Percentages based on normalised result excluding -$12m of corporate expenses net of unallocated revenue. 3. Before finance revenue and costs, income tax, discontinued operations and minority interest. Includes -$12m of corporate expenses net of unallocated revenue. 7 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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Attractive Add-On and Growth Opportunities

Enhance cinema experience with expanded 3D footprint and exciting new food and beverage facilities, including our Scoop Self Serve Candy Bar and Set Café and Bar
Premium cinema concept (Gold Class, Vmax) which lifts yield in average admission price
ENTERTAINMENT � Acquisition of additional cinemas as opportunities arise � Continued focus on growth in online tickets with launch of mobile ticketing � Expanded loyalty programs providing members with rewards � Broadening of sales channels (focus on corporate sales and increased range of gift cards) � Enhance hotel guest experience, including providing innovative, creative, new and exciting food and beverage opportunities
RYDGES HOTELS � Expanding portfolio of hotel assets (new management agreements, acquisitions) AND RESORTS � Continued focus on obtaining direct bookings through Rydges.com and growth through the Rydges priority guest program
� Continued focus on operating efficiency of existing locations � Maintain facility as Australia’s premier alpine resort � Maximise returns from existing facility (growth through shoulder periods, summer revenue
THREDBO and cost improvements)
� Property development opportunities
ENTERTAINMENT � Income streams from deployment and maintenance of digital projection systems TECHNOLOGY � Various property assets to be redeveloped over time
PROPERTY � Expansion of investment property portfolio with completion of the Canberra Civic commercial office development

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8 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

equity Raising | entitlement Offer 2009 < pAge 11

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Strong Management Team and Support of AHL’s Major Shareholders

Experienced executive leadership team

Long standing service with the Group
Sector and geographic expertise
Proven operational experience
AHL’s major shareholders will retain a minimum 70% interest in AHL post the Offer
Strong continuing support from major shareholders demonstrated by their commitment to participate for their full pro-rata entitlements
In seeking these commitments, each major shareholder was required to enter into a confidentiality agreement (including an acknowledgement of insider trading restrictions) before being given any details of the matter to be discussed

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MAJOR SHAREHOLDERS OTHER SHAREHOLDERS
� Alphoeb Pty Limited � Maple-Brown Abbott
� Carlton Investments Limited
Limited � Perennial Value
� Enbeear Pty Limited Management Limited
� Investors Mutual � Mr Alan Rydge
Limited
~70% ~30%
9 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
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Offer Details

$107 million, 1 for 5 renounceable pro-rata entitlement offer

The Entitlement Offer is available to Eligible Shareholders as at the Record Date (7.00pm on Thursday, 12 November 2009)
Eligible Shareholders may choose to accept all or part of their pro-rata entitlement or none at all
Eligible Shareholders who take up their full entitlement can apply for additional shares
Rights can be sold on ASX
The Entitlement Offer is not underwritten

Fixed $4.10 Offer Price

31.3% discount to last closing price
27.5% discount to TERP[(1)]

Support of AHL’s major shareholders

Major shareholders hold ~70% of issued capital
Have committed to participate for their full pro-rata entitlements
In seeking these commitments, each major shareholder was required to enter into a confidentiality agreement (including an acknowledgement of insider trading restrictions) before being given any details of the matter to be discussed

Ranking

New shares to rank equally with existing shares, including in respect of future dividends

Note:

The theoretical ex-rights price is the theoretical price at which AHL shares would trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The TERP is a theoretical calculation only and the actual price at which AHL shares trade de immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the TERP.

10 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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pAge 12 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Dividend

Subject to any unforeseen circumstances, AHL expects to maintain a dividend of 32 cents per share on the expanded capital in FY2010
It is expected FY2010 dividends will continue to be fully franked
The new shares will be entitled to future dividends

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Implied P/E and Dividend Yield of the Offer

The Offer represents an opportunity to acquire AHL shares at an attractive P/E ratio and dividend yield

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IMPLIED FY2009 P/E RATIO [(1)] IMPLIED FY2010E DIVIDEND YIELD [(1)(4)]
15.0x 10.0%
11.8x 7.8%
12.0x 8.0%
8.6x
9.0x 6.0% 5.4%
6.0x 4.0%
3.0x 2.0%
0.0x 0.0%
@ Current Price of $5.97 (2) @ Issue Price of $4.10(2)(3) @ Current Price of $5.97 @ Issue Price of $4.10
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Notes:

Based on the closing price on 2 November 2009.
Based on FY2009 basic earnings per share from continuing operations of 50.5 cents.
Basic earnings per share adjusted for rights offer in accordance with AASB 133.
Assumes FY2009 dividend of 32 cents per share maintained in FY2010.

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equity Raising | entitlement Offer 2009 < pAge 13

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Summary Timetable

Summary Timetable
EVENT	DATE(1)
Tuesday 3 November 2009 Entitlement Offer announced via the ASX
Friday 6 November 2009 AHL Shares quoted on an ‘ex’ basis and Rights trading commences
7pm Thursday 12 November 2009 Record Date
Monday 16 November 2009 Mailing of Offer Booklet and Entitlement and Acceptance Form to Eligible Shareholders
Monday 23 November 2009 Last day of Rights trading
Tuesday 24 November 2009 Trading of New Shares expected to commence on a deferred settlement basis
5pm Monday 30 November 2009 Closing Date - Last day for acceptance and payment
Tuesday 8 December 2009 Issue of New Shares
Wednesday 9 December 2009 Trading of New Shares expected to commence on a normal T+3 basis

Note:

All times are references to EDT. AHL reserves the right to vary the timetable.

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Sources and Uses

USES	$M
Increase in Liquidity	105.6
Transaction Costs	1.3
Total Uses	106.9

FUNDING SOURCES	$M
Equity funding from participants(1)	106.9
Total Funding Sources	106.9

Net proceeds from the Entitlement Offer will be used to:
strengthen the capital base
provide increased financial flexibility to pursue growth opportunities

Note:

Assumes 100% take up of Entitlement Offer.

14 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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pAge 14 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Equity Raising Strengthens AHL’s Capital Base

PRO FORMA 30 JUNE 2009 BALANCE SHEET (ADJUSTED FOR EQUITY RAISING)

AHL BALANCE SHEET AS AT 30 JUNE 2009 (A$M)	PRE-EQUITY RAISING	EQUITY RAISING ADJUSTMENTS(1)	PRO FORMA POST-EQUITY RAISING
0.4 - 105.6 758.5 758.1 Non-current assets 57.2 23.2 57.2 Other current assets 128.8 Cash and cash equivalents Assets
106.0 944.5 838.5 Total Assets
- - Liabilities 80.0 80.0 Interest bearing debt 159.4 159.4 Other liabilities
239.4 239.4 Total liabilities
- - 106.0 Equity 207.4 101.4 Issued capital 491.5 491.5 Retained Earnings 6.2 6.2 Other
106.0 705.1 599.1 Total Equity

Note:

Share issue assumed to be $106.9m. Cost of issue assumed to be $1.3m with deferred tax benefit of $0.4m.

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Financial Information

(A$m)	FY2009	FY2008
Revenue and Other Income(1)	712	619
Normalised Result (PBIT)(2)	98	77
Normalised Net Profit(2)	71	54
Net Profit(3)	69	99
Dividends per share (cents)	32	30

FY2009 Normalised Result (PBIT) up 27% over the prior year
FY2009 Normalised Net Profit up 31% over the prior year
Result benefited strongly from an uplift in profit from both international and domestic cinemas

PBIT: Profit Before Interest and Tax. Note:

Revenue and other income excludes the group’s share of revenue earned by jointly controlled entities (FY2009 $212m, FY2008 $187m) and revenue from discontinued operations.
Normalised result and net profit excludes discontinued operations and individually significant items.
Net profit after individually significant items, net finance costs, minority interest and income tax.

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16 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

equity Raising | entitlement Offer 2009 < pAge 15

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1Q2010 Update

Profit before tax of $42 million
No individually significant items to report
35% increase over the prior comparable period
German cinema business a major driver of the result
Benefited from absence of a major football championship and very strong release slate of film product
Domestic circuit also contributed strongly to earnings
Result from hotel business was encouraging with early signs of strengthened demand
Thredbo result impacted by inconsistent conditions over August and September

17 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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Ongoing Capital Expenditure

Since 30 June 2009, AHL has acquired
2 hotel properties (Rydges Gladstone and Rydges Townsville) for $36.2m including acquisition costs
Leasehold interests in 2 cinema complexes (Beverly Hills and Cronulla) for $10.3m including acquisition costs
AHL will continue to assess acquisition opportunities consistent with its strategy
AHL is currently in the process of assessing the acquisition of an interest in a hotel property in conjunction with a joint venture party. A 50% interest in this hotel, at a total cost of approximately $17m, is under review. This interest may increase to 100% if the proposed joint venture party does not proceed
AHL’s 49% owned cinema operations in the Middle East have commenced fit out of a new cinema site which is due to open in the second half of FY2010. AHL’s share of capital costs is $7m
In addition to the above, since 30 June 2009 AHL has incurred or has in progress capital expenditure, including share of joint venture capital expenditure, amounting to $42.5m

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18 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

pAge 16 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Financing Facilities

	Revolving multi-currency loan facilities	A$160m
	Cash advance facilities	A$70m
	Total Secured Bank Debt Facilities (Maturing on 10 July 2012)	A$230m
	Total Drawn as of 30 June 2009	A$67m
	Overdraft limits (Subject to Annual Review)	A$5m
	Other Working Capital Facilities (German Subsidiaries) (Subject to Annual Review)	€9m (A$16m)
	Total Drawn as of 30 June 2009	A$1m

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Excluded Shareholders

Offer open to all shareholders except Excluded Shareholders
A person will be an Excluded Shareholder if that person:
has a registered address which is not in Australia or New Zealand;
is in the United States or is a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933) or acting for the account or benefit of a U.S. Person; or
is ineligible under any applicable securities laws to receive an offer under the Entitlement Offer
Rights otherwise offered to Excluded Shareholders will be sold
AHL will appoint an ASIC approved nominee to arrange for the sale of the rights which would have been granted to Excluded Shareholders
Excluded Shareholders will receive the net proceeds (if any) of the sale of their rights
See Offer Booklet for further details

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

equity Raising | entitlement Offer 2009 < pAge 17

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Summary of Key Risks

Further information on each key risk is provided on the next two slides

SPECIFIC RISKS GENERAL RISKS

Film industry dynamics
Quality of film product
Technology
Environment
Exchange rate
Capital investment
Weather conditions
Acquisitions
Share price and volume fluctuations
Economic risks
General business competition
Government policies and legislation
Taxation implications
Changes in accounting standards
Asset impairment
Investment property valuations
Property redevelopment
Litigation
Staff
Occupational health and safety

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Key Risks

can impact the A$ translated financial results and balance sheet of AHL. A sustained appreciation of the A$ against international currencies can also have an effect on demand from overseas visitors, which could impact the performance of AHL’s hospitality and leisure division.

FILM INDUSTRY DYNAMICS

AHL must contend with numerous industry trends which pose a threat to the profitability of its cinema operations. These threats include alternative film delivery methods and a rise in popularity of other forms of entertainment (including home entertainment), the shortening of the release window from film to DVD and an increase in the unauthorised recording (piracy) of audio and visual recordings for commercial sale. AHL’s entertainment strategy is to increase the appeal of the cinema experience in the face of these trends including innovative refurbishment of cinemas to enhance customer experience.

CAPITAL INVESTMENT

AHL must make significant capital investments in refurbishments, expansions and maintenance of its cinema, hotel and resort assets to remain competitive.

WEATHER CONDITIONS

Weather conditions can have a significant effect on AHL’s performance QUALITY OF FILM PRODUCT through their effect on the quantity and quality of snow at AHL’s Thredbo Cinema attendance and hence the performance of AHL’s entertainment resort during the winter period. division depends to a significant extent on the quality of film product ACQUISITIONS produced by film studios. A lack of quality film product for extended periods of time can have a significant impact on the performance of AHL may consider acquisitions of businesses that fit within its strategy. AHL’s entertainment division. There is a risk that appropriate acquisition opportunities or alliances may

periods of time can have a significant impact on the performance of AHL may consider acquisitions of businesses that fit within its strategy. AHL’s entertainment division. There is a risk that appropriate acquisition opportunities or alliances may not be available or that the target companies may not enter into dealings TECHNOLOGY with AHL. There is no guarantee that future potential acquisitions will be Across its divisions AHL needs to make significant investments in available on favourable terms or that they will be successfully integrated. technology to maintain its competitiveness. Key technological PROPERTY REDEVELOPMENT capabilities which need to be maintained include delivery and presentation technologies (such as 3D and alternative content), and AHL derives profits from property redevelopments in its strategic online booking capabilities. The cost of maintaining leadership in these investments division. Planned redevelopment can be impacted if AHL fails and other key technologies can impact AHL’s performance, as can the to obtain the required approvals in targeted timeframes. failure to maintain sufficient competitiveness in these technologies. LITIGATION RISK

AHL derives profits from property redevelopments in its strategic investments division. Planned redevelopment can be impacted if AHL fails to obtain the required approvals in targeted timeframes.

LITIGATION RISK

ENVIRONMENT

Litigation risks to AHL include, but are not limited to disputes, customer claims, personal injury claims, employee claims, disputes with landlords and intellectual property disputes. Legal claims, if successful could adversely impact the profits or financial position of AHL.

AHL’s resort and leisure businesses rely on being able to maintain the integrity of the surrounding environment in order to provide a quality customer experience. AHL’s financial performance could be adversely affected if this integrity were compromised. AHL must also comply with stringent environmental regulations. If any breach of these regulations occurs AHL may be subject to material clean-up costs and other liabilities.

STAFF Maintaining quality and dynamic staff is key for the performance AHL’s businesses.

EXCHANGE RATE

Fluctuations in the Euro, New Zealand Dollar and Dirham exchange rate

22 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

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pAge 18 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Key Risks (cont’d)

OCCUPATIONAL HEALTH AND SAFETY (OH&S)

If AHL fails to comply with necessary OH&S legislative requirements, it could result in fines, penalties and compensation for damages as well as reputational damage to AHL. SHARE PRICE AND VOLUME FLUCTUATIONS

Securities may experience extreme price and trading volume fluctuations. Following the Offer, there may not be an active market trading in AHL shares. If a market is not sustained, it may be difficult for investors to sell their shares at a price that is attractive to them or at all. The price of the New Shares may not be representative of the price that will prevail after the Offer.

The equity market has experienced price and volume volatility that has affected the share price of many companies. Security prices for many companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. Fluctuations such as these may adversely affect the market price of AHL shares.

ECONOMIC RISKS

AHL is exposed to economic factors in the ordinary course of business. Factors such as changes in fiscal, monetary and regulatory policies can adversely impact AHL’s earnings. Given that interest rates in Australia and New Zealand are at historically low levels, there is a strong likelihood of some increase in the medium to longer term.

GENERAL BUSINESS COMPETITION

AHL can provide no assurance that AHL will be able to compete effectively with existing or new competitors or that increased competition will not have a material and adverse effect on AHL’s future operating and financial performance.

GOVERNMENT POLICIES AND LEGISLATION

including environment, taxation, the regulation of trade practices and competition as well as legislation and policies relating specifically to the industries in which AHL operates. TAXATION IMPLICATIONS

Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in AHL shares, or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which AHL operates, may impact the future tax liabilities of AHL.

CHANGES IN ACCOUNTING STANDARDS

AHL is subject to the usual business risk that there may be changes in accounting standards which impact on AHL. ASSET IMPAIRMENT

As a consequence of the global financial crisis, the Australian Securities and Investments Commission has specifically identified impairment of assets as an issue for Australian companies. The AHL Board regularly monitors impairment risk. Consistent with accounting standards, AHL is periodically required to assess the carrying value of its assets. Where the value of an asset is assessed to be less than its carrying value, AHL is obliged to recognise an impairment charge in its profit and loss account. Impairment charges can be significant and operate to reduce the level of a AHL’s profits and, potentially, its capacity to pay dividends. Impairment charges are a noncash item.

INVESTMENT PROPERTY VALUATIONS

AHL has a number of investment properties which are valued each half year. Movements in valuations are taken to AHL’s profit and loss account. A significant movement in the property market may impact AHL’s profits or financial position.

AHL has operations in the entertainment, hospitality, leisure and property sectors, all of which are subject to government regulation. AHL may be affected by changes to government policies and legislation

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Disclaimer – Foreign Jurisdictions

The offer is only being made in Australia and New Zealand, and information associated with the offer has only been prepared to comply with the requirements of the securities laws of Australia and New Zealand.
This presentation is not a prospectus under the Corporations Act and has not been lodged with ASIC. It does not contain all the information that would be required to be included in a prospectus.
The offer is made to eligible shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This presentation is not an investment statement or prospectus under New Zealand law, and may not contain all the relevant information than an investment statement or prospectus under New Zealand law is required to contain.
This presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the offer or the securities being offered in any jurisdiction other than Australia and New Zealand.
The distribution of this presentation (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

equity Raising | entitlement Offer 2009 < pAge 19

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CHAIRMAN’S ADDRESS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FRIDAY 23 OCTOBER 2009

Ladies and gentlemen,

It is a pleasure to welcome you to the State Theatre Building for this Annual general Meeting of shareholders and to present to you the financial statements for the Company and group for the year ended 30 June 2009. These financial statements, together with other related reports and statements and the Managing Director’s Review of Operations by Division, are contained within the Annual Report, which has been released to the market and forwarded to those shareholders who have requested it.

My comments on the year are contained within the Chairman’s Review included within the Annual Report however I will take this opportunity to highlight certain group matters relevant to this forum.

In reviewing the financial highlights it is pleasing to be able to report that the normalised result, being profit before individually significant items and discontinued operations was $71.0 million, an increase of 31% over the prior year. The result has benefited strongly from an uplift in the profit from both the international and domestic cinemas.

The group’s net profit for the year decreased by 30% to $69.5 million. The prior year’s net profit benefited from various individually significant items totalling $42.7 million. The prior year result included a net profit of $38.0 million on the sale the group’s interest in Roadshow Distributors pty Limited.

given the financial turbulence of the last 18 months, the Board has been pleased with the performance of the year under review. The results for the 2009 financial year continue to demonstrate that your Company is a collection of sound businesses with a good management team that is ably led by the Managing Director.

As a result of the increase in normalised profit, the Board was able to approve a final dividend for the year of 21 cents per share which, when combined with the interim dividend, makes a total distribution of 32 cents per share and is an increase of 7% over the prior year’s dividend and is the 8th consecutive year of increased total dividend. The Board strives to maintain a dividend policy that is mindful of the needs and expectations of shareholders, but which also endeavours to ensure the longer-term continuity of earnings for both shareholders and the group.

The total net debt at 30 June 2009 was $56.7 million compared to $8.6 million at 30 June 2008 and the group’s financing facilities, excluding working capital components, is $230 million with maturity not until July 2012. The increase in net debt is directly attributable to the purchase of various assets. During the year the group purchased property, plant and equipment totalling $114 million and the assets included the properties known as the gold Coast International and Rydges Sayaba port Douglas. Since 30 June 2009 the group has made further strategic acquisitions involving outlays of approximately $46 million. The Managing Director will comment further regarding those acquisitions. We expect in the year ahead there will be further growth opportunities available for us to consider.

The Board continues to review, assess and monitor appropriate capital management initiatives and strategies. As shareholders are aware non-performing or non-core assets have, in recent years, been divested and an active capital management program implemented. The capital management initiatives have been implemented to maintain gearing to a level commensurate with the stability and certainty of cash flows while retaining the flexibility to make appropriate acquisitions and further investment in the business. The capital management program is managed within the context of maintaining a strong balance sheet and maximising total return to shareholders.

Last year I commented on the economic uncertainty and the impacts to the group. The group’s track record demonstrates that we have a proven business model, a capable management team and a solid foundation on which to grow shareholder returns and future expansion. The Board carefully monitors domestic and international economic environments and, whilst the current uncertainty within the global economy continues to hold cause for concern, there is considerable comfort in acknowledging that the group has businesses that continue to perform strongly.

pAge 20 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Turning now to corporate governance matters, shareholders will note that the 2009 Corporate governance Statement has been expanded from previous years to include a table of compliance, or otherwise, to the ASX’s Corporate governance Council’s principles and Recommendations. pages 15 to 27 of the 2009 Annual Report sets out the corporate governance practices and procedures and should assist shareholders in understanding and appreciating the importance placed upon good corporate governance.

As mentioned in previous years, the only area of non-compliance is Recommendation 2.2, which states that the chair should be an independent director. The Recommendations suggest that where the chair is not independent it is beneficial to appoint a lead independent director. The Board’s appointed lead independent director is Mr Tony Clark who was appointed such in July 2006. The lead independent director’s role is to chair any meetings of the independent directors and to takeover the role of the chairman when the chairman is unable to act in that capacity as a result of the lack of independence.

From an overall corporate governance perspective, I am pleased to say that the Company has continued to meet all disclosure and regulatory requirements and I can assure shareholders that the Board, and Committees of the Board, remain committed to providing the highest possible standard of disclosure and maintaining best practice.

I would now like to comment on the structure of the Board.

Shareholders are aware that Ms Meredith Hellicar resigned from the Board in April 2009. I would like to take this opportunity to express our appreciation to Ms Hellicar for her significant contribution and counsel during her tenure as a director of the Company.

In July 2009 Mr peter Coates joined the Board. peter’s appointment was recommended by the Nomination and Remuneration Committee and he has already contributed strongly to the Board. I am confident that his skills and energy will see an ongoing contribution to the future performance of the group. I welcome peter to the Board.

I would also like to extend my appreciation to Mr Tom Ford who retires from the Board today. Tom has been a director since 1993 and, during this tenure, Tom has brought relevant skills, experience and wise counsel and has made a valuable contribution to the Board. I would like to thank Tom for his efforts and wish him well with his future activities.

The Nomination and Remuneration Committee will be reviewing potential candidates for appointment as a director. The Committee will be making a recommendation to the Board in due course.

There have also been some changes at the executive level and the Managing Director will comment on those changes within his address.

Ladies and gentlemen, as I have mentioned previously, the business segments in which the group operates are at times volatile and always subject to varying degrees of change. Your Board and management continue to focus on optimising your Company’s position so it can take advantage of appropriate opportunities as they arise.

I would now like to thank my co-directors for their efforts during the year and our 4,400 shareholders for their continued and on-going support. I also acknowledge the considerable efforts of the Managing Director and his unwavering commitment and dedication and also the executive team for their collective and personal efforts.

I will now ask Mr Seargeant to present his review of the operations of the group. Thank you.

Alan Rydge AHL Chairman

equity Raising | entitlement Offer 2009 < pAge 21

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MANAGING DIRECTOR’S ADDRESS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FRIDAY 23 OCTOBER 2009

Thanks Alan and good morning Ladies and gentlemen,

I am pleased to report on our performance over the past year, a year in which we not only achieved a very solid result, but importantly, continued to lay further foundations for the future strength and growth of our Company.

Alan has already referred to the profit highlights, so I intend to focus on the divisional and operational aspects of the results.

In exhibition, we grew our domestic box office by 12% over the prior year and this was driven primarily by the standout performance of The Dark Knight , which achieved in excess of $45 million at the Australian Box Office. Australia, Mamma Mia! and Quantum of Solace , all grossing over $30 million, and Madagascar: Escape 2 Africa, Twilight, Hancock and Monsters v’s Aliens achieving in excess of $20 million.

We also expanded our 3D digital footprint capitalising on the increasing number of titles releasing in 3D. Over the 12 month period, 46 additional 3D digital systems were installed over the circuit taking the total number of systems to 53. This is the largest deployment of any exhibitor within Australia with the total set to exceed 100 screens by the time of the release of Avatar in December this year.

Merchandising revenue continued to grow with a 5.6% improvement in revenue per admission over the prior year. This growth was driven by a number of successful candy bar combo promotions and the ongoing success of our gold Class concept. The increased box office and merchandising revenue along with effective control of operating costs, resulted in the Domestic exhibition earnings for the period increasing over the prior year by $8.7 million or 25%.

In May 2009 we launched our new cinema brand, event Cinemas. event Cinemas is a new concept and features our premium cinema offering of gold Class and/or Vmax and exciting new food and beverage facilities, including our Scoop Self Serve Candy Bar and Set Café and Bar.

During the year we also successfully launched our cinema loyalty program, Cinebuzz. Key benefits to members include rewards for frequency, invitations to special advance screenings and discounted ticket offers. Over 500,000 customers had joined the program by 30 June 2009.

A strong focus on corporate sales as well as the continued broadening of retail sales channels for our range of gift cards resulted in a 13.3% increase in the sales of these products.

growth in online ticketing is continuing with the launch of mobile ticketing and overall we achieved some 27% growth in customers booking online.

New openings included an 11 screen cinema at the Robina Town Centre on Queensland’s gold Coast, replacing an existing six screen complex. This development is an event Cinema and includes one Vmax and three gold Class screens. We also converted six screens at the Castle Hill complex in Sydney’s North-west creating our first stand alone gold Class with five screens. In addition we closed our five screen cinema at Hindley Street in Adelaide, however, have retained ownership of the site, leasing the property to a commercial tenant. Our presence in the Adelaide market remains strong with refurbishment works to shortly commence on our Marion Megaplex.

The contribution from our 50% interest in the Village managed circuit in Victoria increased by 54.0% over the prior year. This significant improvement was largely due to the strong movie line-up, the successful opening of a new nine screen cinema at Doncaster in October 2008 and the closure of the loss-making site at Waverley gardens in the later part of the prior year.

pAge 22 > Amalgamated Holdings Limited

ABN 51 000 005 103

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germany was the stand-out performer within the group with an increase in profit before interest and tax of $11.6 million. Box office revenue increased over the prior year by 10.3%, with the top performing films for the year being Madagascar: Escape 2 Africa, Angels & Demons, Quantum of Solace, Mamma Mia!, Hancock and The Dark Knight . These films were well supported by a number of german productions. The Reader , a joint US and german production also performed strongly.

Merchandising revenue per admission increased by 3.7% over the prior year.

With our strong focus on the level of operating costs continuing the growth in revenue was fully maximised in terms of earnings.

During the period four non-profitable sites were closed. However several significant loss making sites remain under review, particularly our sites at Augsburg and Chemnitz.

3D capability has been rolled out to ten sites with a further 26 sites earmarked for 3D deployment prior to the end of this year.

The Middle east cinema business continued to show growth and traded very strongly. Box office was ahead of the prior year period by 14.7%. Merchandising revenue also grew to be up by 17.6% over the prior year.

The weakening of the Australian dollar against both the euro and Dirham also contributed to an increase in contribution from our international cinema operations, particularly from October 2008 through to March 2009.

The result for the group’s owned hotels was generally pleasing given the severity of the impact of the global financial crisis on business travel and conference demand. In the hotel management company earnings were impacted by the failure to achieve profit based incentive fees in a number of our hotels under management.

The consolidated result for our hotel business was a profit before interest and tax of $24.5 million which represented a decline over the prior year of 20.5%.

In recognising the challenging trading conditions, the focus was on cost control and growing market share through increased levels of promotional activity. This resulted in significantly improved volume growth from the leisure market. However, this growth in leisure travel was not at a level sufficient to offset the decline in the corporate, conference and inbound segments.

The Rydges prioritygUeST program has grown into a significant contributor to the group’s revenues with rooms booked through this program exceeding 245,000, an increase of some 50% over the prior year.

Bookings from rydges.com accounted for 17% of total rooms sold during the year with total rooms booked online now 28% of total rooms sold.

Following our acquisition of the gold Coast International Hotel in October 2008 we gained three new hotels under management. Rydges Hideaway Resort Fiji, Rydges Brighton and Rydges Kalgoorlie. In addition a 380 room extension and major expansion of conference space was completed at Rydges Bell City in Melbourne, and an 80 room extension and a new ball room is currently under construction at Rydges Auckland.

A review of the carrying value of owned hotel properties as at 30 June 2009, resulted in impairment write-downs totalling $3 million in respect of two hotel properties. The impairment write-downs have been disclosed as individually significant items for the year ended 30 June 2009.

With the completion of Stage 4 of the enhancement and automation of our snowmaking system at Thredbo, we now offer an improved product over ski slopes of all skier levels from beginners, intermediate and advanced. Thredbo achieved over 390,000 skier days, which was the best result over the past five years and the third best ever recorded.

The favourable skiing conditions particularly in July and August 2008 helped Thredbo achieve a record financial result. Other positive earnings initiatives included the maximisation of yield-per-skier, increased marketing of the shoulder periods and effective management of operating costs.

equity Raising | entitlement Offer 2009 < pAge 23

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Featherdale Wildlife park earnings were slightly ahead of the prior year despite the continued weakness in the inbound tourist market. This weakness in the inbound market was largely offset by strong domestic market admissions, boosted by World Youth Day.

The State Theatre experienced significantly improved trading conditions compared to the prior year, driven by an increase in the number of concert performances.

I would now like to take this opportunity to comment on some of the significant transactions that occurred during the year and since the 30th of June 2009.

The development of a competitive advantage in food and beverage continues to be an essential element in all our growth plans for our cinemas, hotels and resorts and Thredbo. We believe that if we continue to be truly innovative and create new and exciting food and beverage experiences across all of our current and future brands, we can continue to drive a true competitive advantage and sustainable growth in market share.

We are currently undertaking a major refurbishment of the ground floor foyer restaurant and bar of Rydges Lakeside in Canberra and, following the completion of our exciting new gold Class complex at Castle Hill, are currently undertaking a refurbishment of our cinema complex at Macquarie including gold Class and the establishment of a café bar in the foyer. In addition we are looking to upgrade a number of our candy bars in our event Cinemas to the new Scoop Alley Self Serve concept and establish vibrant new café bars in our foyers.

I have in previous years highlighted the need for technological innovation and this continues to be a foundation platform on which we also build our competitive advantage. We continue to drive the success of our online booking sites and loyalty programs, Rydges priorityguest and Cinebuzz.

As mentioned in the previous year we as a Company seek to build on our asset base and property holdings when suitable opportunities arise.

In addition to the purchase of the gold Coast International Resort earlier in the year we announced, in May 2009, the acquisition of the Rydges Sabaya Resort, port Douglas for a purchase price of $20.55 million. The Resort comprises 127 apartments and associated resort facilities. The 104 apartments acquired by the group are a combination of one and two bedroom apartments. A further 23 apartments are held by private interests and were not part of the acquisition. Subsequent to the purchase we have acquired a parcel of land adjacent to the Resort for $2 million.

Since 30 June 2009, we have announced the acquisition of Rydges gladstone and Rydges Townsville for a total purchase price of $34.2 million. Rydges gladstone is a 95 room, 4-star hotel with associated conference facilities. Rydges Townsville is a 98 room, 4-star hotel with extensive conference facilities and additional retail tenancies. The purchase includes management letting rights to 12 two-bedroom self contained apartments located near Rydges Townsville. Both hotel properties, which have been managed by Rydges Hotels since 2007, are expected to continue to experience growth in demand from the mining sector.

The group also acquired the leaseholds for the Beverly Hills and Cronulla cinema complexes for the total purchase price of $9.8 million. The six screen cinemas are located within Sydney’s South-western and Southern suburbs on King georges Road, Beverly Hills and Cronulla Street, Cronulla. The acquisition builds on the group’s domestic cinema circuit and improves our footprint within the greater Sydney Region.

The redevelopment of appropriate existing owned property is continuing with a seven level commercial office development of the former cinema site at Mort Street, Canberra Civic expected to be completed in November this year. An agreement has been entered into for the long term lease of the building. This property will be held as an investment property. We anticipate that we will recognise a before tax development gain of approximately $8 million on revaluation of the property in the half year to 31 December 2009. No gain has been recognised for this property in the results for the first three months.

pAge 24 > Amalgamated Holdings Limited

ABN 51 000 005 103

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The sales of residential land from the sub-division of the former Bass Hill Drive-In site is progressing well with deposits taken for 22 of the 106 lots. No profit on the sale of the lots has been recognised in the first three months results as the profit will only be recognised once the civil works have progressed to a satisfactory stage of completion. The sale of lots is expected to occur over the next two years.

We are currently and will continue to evaluate appropriate acquisitions and development opportunities that will provide future earnings growth.

Turning now to the executive team, since the last Annual general Meeting, Mr Ross entwistle resigned as Managing Director of Domestic entertainment in February 2009. The responsibilities of this position have for now been absorbed by myself and the senior domestic exhibition executives.

For all that we have achieved this past year, to the senior executive team and all our valued employees, I would like to express my appreciation for their highly valued contribution.

Turning now to the current year and the results achieved for the first three months, I am pleased to report that the profit before tax was $42 million. There were no individually significant items to report. On a like-for-like basis, this represents an increase of 35% over the prior comparable period. The major driver of this lift in earnings was the performance of our cinema business in germany which benefited from the absence of a major football championship over the summer and the very strong release slate of American and local german film product.

earnings from our domestic circuit were also strong being up 16% on the prior year with the quarter featuring the major standout releases of Harry Potter and the Half Blood Prince, Transformers: Revenge of the Fallen and Bruno .

The result from our hotel business was encouraging with early signs of a strengthening in demand from the business travel and conference segments.

Thredbo, with a strong start to the 2009 season, experienced inconsistent conditions over August and September and this had a significant impact on the earnings comparison with the prior year record season.

With a degree of uncertainty still surrounding many of the world’s major economies it remains difficult to comment with any high level of confidence on the outlook for the remainder of the year.

With a strong performance in the first quarter, a strong film line up, including a number of highly anticipated films such as Avatar and New Moon and some encouraging signs in the hotel sector we do believe however that we are well positioned to continue to meet the challenges this uncertainty presents.

Thank you. Your support and interest in attending this morning is appreciated.

David Seargeant AHL Managing Director

equity Raising | entitlement Offer 2009 < pAge 25

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How to Apply

1 The Entitlement Offer

AHL is making an entitlement Offer of New Shares to shareholders who have a registered address in Australia or New Zealand (and who are not otherwise ineligible within the definition of ‘excluded Shareholders’ in the glossary).

eligible Shareholders who are on AHL’s share register at 7.00pm (eDT) on 12 November 2009 ( Record Date ) will be entitled to apply for one New Share for every 5 AHL Shares held on that date, at an issue price of $4.10 per New Share. The issue price is payable in full on application.

The number of New Shares to which you are entitled is shown on the accompanying entitlement and Acceptance Form. In determining entitlements, any fractional entitlements have been rounded up to the nearest whole number of shares (with holdings in the same name aggregated for the purposes of the calculation).

The New Shares will be fully paid and will rank equally with AHL’s existing issued ordinary shares.

Amount to be raised

If all shareholders take up their entitlements under the entitlement Offer, approximately 26.1 million New Shares will be issued and AHL will raise approximately $107 million before costs. The entitlement Offer is not underwritten but the Major Shareholders, holding approximately 70% of the issued capital of AHL, have committed to subscribe for (or procure subscriptions for) all their entitlements.

Rights trading

The entitlement Offer is renounceable. This means that eligible Shareholders who do not wish to take up all or some of their entitlement may sell or transfer their rights to their entitlement ( Rights ). eligible Shareholders are able to renounce (sell) the Rights which they do not wish to accept in order to realise the value which may attach to their Rights. Information on how Rights may be sold or transferred is set out below. The Rights will be quoted on ASX. If you decide not to exercise all or part of your Rights, you should consider whether to renounce your Rights.

Additional Shares

eligible Shareholders may, in addition to taking up their entitlement in full, apply for Additional Shares in excess of their entitlements. Additional Shares will only be available where there is a shortfall between applications received from eligible Shareholders (or persons to whom Rights have been transferred or sold) and the number of New Shares proposed to be issued under the entitlement Offer. Additional Shares will be issued at the offer price of $4.10 per share.

Allocation policy

All eligible Shareholders who apply for New Shares will, at a minimum, have their applications satisfied up to their entitlement, unless all or part of the entitlement Offer is withdrawn. AHL may scale back applications for Additional Shares in its absolute discretion. eligible Shareholders who apply for Additional Shares may be allocated a lesser number of Additional Shares than applied for, or may be allocated no Additional Shares at all, in which case excess Application Money will be refunded without interest.

pAge 26 > Amalgamated Holdings Limited

ABN 51 000 005 103

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2 Alternatives Available

If you are an eligible Shareholder, you may take any of the following actions:
1 Take up your entitlement in full.
2 Take up your entitlement in full and apply for Additional Shares.
3 Sell your Rights in full on ASX.
4 Take up part of your entitlement and sell the remaining Rights on ASX.
5 Take up part of your entitlement and allow the remaining Rights to lapse.
6 Transfer all or part of your Rights to another person other than on ASX, with or without taking up the balance of your entitlement.
7 Do nothing and let your Rights lapse.

As a result of this entitlement Offer, shareholders who do not take up all of their entitlement will have their percentage shareholding in AHL diluted.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares. The sale by Applicants of New Shares prior to the receipt of a holding statement is at the Applicant’s own risk.

Enquiries

If you are in doubt as to the course you should follow you should consult your stockbroker, accountant, solicitor or other independent professional adviser.

If:

you have questions on how to complete the entitlement and Acceptance Form or take up your entitlement; or
you have lost your entitlement and Acceptance Form and would like a replacement form,

please call the AHL Shareholder Information line on 1300 823 671 (local call cost within Australia) or on +61 3 9938 4346 (from outside Australia) at any time from 8.30am to 5.30pm (eDT) Monday to Friday during the period of the entitlement Offer.

3 What You Need To Do

1	Take up your Entitlement	If you wish to take up all of your entitlement, either:
	in full	complete and return the slip attached to the entitlement and Acceptance Form �
		together with a cheque, bank draft or money order for the applicable amount of the
		Application Money; or
		make payment of the applicable amount of the Application Money using BpAY, �
		in each case in accordance with the instructions on the form.
2	Take up your Entitlement	If you wish to take up all of your entitlement and apply for Additional Shares either:
	in full and apply for	complete and return the slip attached to the entitlement and Acceptance Form �
	Additional Shares	together with a cheque, bank draft or money order for the applicable amount of the
		Application Money (for your entitlement plus the amount you wish to subscribe for
		Additional Shares); or
		make payment of the applicable amount of the Application Money (for your entitlement �
		plus the amount you wish to subscribe for Additional Shares) using BpAY,
		in each case in accordance with the instructions on the form.
		Allocations of Additional Shares may be scaled back by AHL in its absolute discretion.
		There is no assurance you will be allocated any Additional Shares.

equity Raising | entitlement Offer 2009 < pAge 27

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3	Sell your Rights in full	If you wish to sell all your Rights on ASX, you should instruct your stockbroker
	on ASX	personally and provide details as requested from the entitlement and Acceptance Form.
		Rights trading on ASX is expected to commence on 6 November 2009, with sale of your
		Rights to be completed by 23 November 2009 when Rights trading ceases.
4	Take up part of your	If you wish to take up part of your entitlement and sell the remaining Rights on ASX:
	Entitlement and sell the	in respect of the Rights to be sold, instruct your stockbroker personally and provide �
	remaining Rights on ASX	details as requested from the entitlement and Acceptance Form; and
		in respect of the part of your entitlement you are taking up, either: �
		complete and return the slip attached to the entitlement and Acceptance Form �
		together with a cheque, bank draft or money order for the applicable amount of
		the Application Money; or
		make payment of the applicable amount of the Application Money using BpAY, �
		in each case in accordance with the instructions on the form.
5	Take up part of your	If you wish to take up part of your entitlement under the entitlement Offer and allow the
	Entitlement and allow the	remaining Rights to lapse, either:
	remaining Rights to lapse	complete and return the slip attached to the entitlement and Acceptance Form �
		together with a cheque, bank draft or money order for the applicable amount of the
		Application Money (for the number of New Shares you wish to take up); or
		make payment of the applicable amount of the Application Money (for the number of �
		New Shares you wish to take up) using BpAY,
		in each case in accordance with the instructions on the form.
6	Transfer all or part of your	You may elect to transfer all or part of your Rights to another person other than on
	Rights to another person	ASX provided that the purchaser is not an excluded Shareholder (or would not be an
	other than on ASX	excluded Shareholder if the purchaser was the registered holder of AHL Shares).
		To do this you must:
		in respect of the Rights to be sold, complete and return a standard renunciation form �
		(available from your stockbroker or by calling the AHL Shareholder Information Line)
		to the Share Registry; and
		in respect of any part of your entitlement you are taking up, either: �
		complete and return the slip attached to the entitlement and Acceptance Form �
		together with a cheque, bank draft or money order for the applicable amount of
		the Application Money; or
		make payment of the applicable amount of the Application Money using BpAY, �
		in each case in accordance with the instructions on the form.
		If the Share Registry receives both a completed renunciation form and an application
		for New Shares in respect of the same Rights, the renunciation will be given effect in
		priority to the application.
7	Do nothing and let your	If you do nothing, your Rights will lapse and you will receive no beneft. Although you
	Rights lapse	will continue to own the same number of AHL Shares, your shareholding in AHL will
		be diluted.

pAge 28 > Amalgamated Holdings Limited

ABN 51 000 005 103

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4 Payment

You can pay in the following ways:

BPAY; or
cheque, bank draft or money order.

General

Cash payments will not be accepted. Receipts for payment will not be issued.

Any Application Money received for more than your final allocation of New Shares (including any Additional Shares applied for) will be refunded as soon as practicable. No interest will be paid to Applicants on any Application Money received or refunded.

Payment by BPAY

For payment by BPAY please follow the instructions on the personalised entitlement and Acceptance Form. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

please note that should you choose to pay by BPAY:

you do not need to return the slip attached to the personalised entitlement and Acceptance Form but are taken to make the declarations and other statements on that slip (and in this Offer Booklet) as if you had returned it;
if you do not pay for your full entitlement, you will be regarded as having taken up your entitlement in respect of such whole number of New Shares which is covered in full by your Application Money; and
if you apply for Additional Shares and do not pay for the full number of Additional Shares applied for, you will be regarded as having applied for such whole number of Additional Shares which is covered in full by your Application Money.

It is your responsibility to ensure that your BPAY payment is received by no later than 5.00pm (eDT) on 30 November 2009. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your entitlement and Acceptance Form in accordance with the instructions on the Form and return the slip accompanied by a cheque, bank draft or money order for the amount of the Application Money, payable to ‘Amalgamated Holdings Limited – entitlement Offer’ and crossed ‘Not Negotiable’.

Your cheque, bank draft or money order must be:

for an amount equal to $4.10 multiplied by the number of New Shares (including any Additional Shares) that you are applying for; and
in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Money as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Money (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for, including any Additional Shares, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Money will pay for (and to have specified that number of New Shares on your entitlement and Acceptance Form). Alternatively, your application will not be accepted.

equity Raising | entitlement Offer 2009 < pAge 29

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Mailing address

To participate, the slip attached to the entitlement and Acceptance Form and your payment must be received no later than the close of the entitlement Offer, at 5.00pm (eDT) on 30 November 2009. The address for completed slips and cheques/bank drafts/money orders is:

Amalgamated Holdings Limited Computershare Investor Services pty Limited gpO Box 253 Sydney NSW 2001 AUSTRALIA

A reply paid or self-addressed envelope is provided with this Offer Booklet for shareholders in Australia. New Zealand shareholders will need to affix the appropriate postage.

Effect of Participating

General

By completing and returning the slip attached to your personalised entitlement and Acceptance Form (directly or via your stockbroker) with the requisite Application Money, or making a payment by BPAY (or by otherwise applying to participate), you do each of the following:

(a) You authorise AHL to register you as the holder(s) of the New Shares allotted to you, and authorise AHL and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in the entitlement and Acceptance Form.
(b) You agree to apply for, and be issued with up to, the number of New Shares that you apply for at the offer price of $4.10, and agree to be bound by the terms of this booklet and the provisions of the AHL constitution.
(c) You declare that:
(c)
all details and statements made in the entitlement and Acceptance Form are complete and accurate;
you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the entitlement Offer; and
you are the current registered holder(s) of the AHL Shares in your name at the Record Date.
(d) You acknowledge that:
once AHL receives your application slip or your payment by BPAY, you may not withdraw it except as allowed by law; and
the information contained in this Offer Booklet is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs.
(e) You represent and warrant that:
you are an eligible Shareholder; and
the law of any other place does not prohibit you from being given this Offer Booklet or making an application for New Shares.

Jurisdictional representations and acknowledgments

By completing and returning the slip attached to your personalised entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY (or by otherwise applying to participate), you will also be deemed to have represented on behalf of each person on whose account you are acting that:

(a) you are not in the United States and are not a U.S. person, and are not acting for the account or benefit of, a U.S. person;
(b) you acknowledge that the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
(c) you have not and will not send any materials relating to the entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. person.

pAge 30 > Amalgamated Holdings Limited

ABN 51 000 005 103

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5 Role of Your Stockbroker

Where you elect to sell your Rights, your stockbroker will act on your behalf. AHL accepts no responsibility for any failure by your stockbroker to carry out your instructions. persons buying Rights will need to pay the Application Money to take them up and should follow the directions of their stockbroker.

6 Entitlements of Excluded Shareholders

In compliance with Listing Rule 7.7.1 and sections 708AA (including section 9A) and 615 of the Corporations Act, AHL will appoint an ASIC-approved nominee (the Nominee ) to arrange for the sale on ASX of the Rights which would have been granted to excluded Shareholders. The Nominee will direct the net proceeds (if any) to AHL or other party upon its instruction to facilitate pro rata payments to excluded Shareholders.

The Nominee will have the absolute and sole discretion to determine the timing and the price at which the Rights may be sold and the manner in which any sale is made. Any interest earned on the proceeds of the sale of these Rights will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to AHL.

The proceeds of sale (if any) will be paid in Australian dollars to the excluded Shareholders for whose benefit the Rights have been sold in proportion to their shareholdings (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by AHL for distributing those proceeds, such proceeds may be retained by AHL.

Notwithstanding that the Nominee may sell Rights, excluded Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.

Neither AHL nor the Nominee will be liable for a failure to sell Rights or to sell Rights at any particular price. If, in the reasonable opinion of the Nominee, there is no viable market for the Rights of excluded Shareholders, or a surplus over the expenses of sale cannot be obtained for the Rights that would have been offered to the excluded Shareholders, then those Rights will be allowed to lapse.

equity Raising | entitlement Offer 2009 < pAge 31

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Important Information

1 General

You should read the information in this booklet carefully and in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in the Investor Presentation released to the ASX on 3 November 2009 that could affect the operating and financial performance of AHL or the value of an investment in AHL.

AHL has applied for the grant by ASX of Official Quotation of the New Shares. If the ASX does not grant quotation for the New Shares, AHL will not allot any New Shares and all Application Money will be refunded without interest.

It is expected that normal trading will commence in relation to New Shares issued under the entitlement Offer on 9 December 2009. AHL disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are quoted on ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by AHL or the Share Registry.

2 Excluded Shareholders

AHL is only making an offer under the entitlement Offer to eligible Shareholders. An eligible Shareholder is a holder of AHL Shares who is registered as a holder of AHL Shares as at 5.00pm (eDT) on the Record Date and who is not an excluded Shareholder.

A person will be an Excluded Shareholder if that person:

has a registered address which is not in Australia or New Zealand;
is in the United States or is a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933) or acting for the account or benefit of a U.S. person; or
is ineligible under any applicable securities laws to receive an offer under the entitlement Offer.
AHL has decided that it is unreasonable to extend the entitlement Offer to excluded Shareholders having regard to:
� the number of shareholders outside Australia and New Zealand;
the number and value of New Shares that would be offered to shareholders outside of Australia and New Zealand; and
the cost of complying with the legal requirements, and requirements of regulatory authorities, in the overseas jurisdictions.

3 Not Investment Advice

The information in this Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It does not contain all the information that would be required to be included in a prospectus. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. AHL is not licensed to provide financial product advice in respect of the New Shares.

The information in this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares.

Before deciding whether to apply for New Shares (including any Additional Shares), you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the information in this booklet, you have any questions about the entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

pAge 32 > Amalgamated Holdings Limited

ABN 51 000 005 103

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4 Consents and Disclaimers

Caliburn partnership pty Limited ( Caliburn ) has given and has not, before the publication of this Offer Booklet, withdrawn its written consent to be named in this Offer Booklet as financial advisor to AHL.

Caliburn:

does not make, or purport to make, any statement in this Offer Booklet other than those statements made in the capacity and to the extent Caliburn has provided its consent, as referred to above; and
to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Offer Booklet other than as described in this section with Caliburn’s consent.

5 Taxation

Set out below is a general summary of the Australian income tax, goods and services tax and stamp duty implications of the entitlement Offer for eligible Shareholders who are residents of Australia for tax purposes and who hold their AHL Shares as capital assets.

The summary below does not necessarily apply to eligible Shareholders who hold their AHL Shares as assets used in carrying on a business or who may carry on the business of share trading, banking or investment.

The summary below does not necessarily apply to eligible Shareholders whose AHL Shares are held through an employee share plan or whose AHL Shares are held as revenue assets or trading stock.

The summary below also does not take account of any individual circumstances of any particular eligible Shareholder, including those eligible Shareholders that are non-residents of Australia for tax purposes. eligible Shareholders should seek specific advice applicable to their own particular circumstances from their own licensed financial or tax advisers.

The summary below is based on the law in effect as at the date of this booklet.

Issue of Rights

Subject to the qualifications noted above, the issue of the Rights should not itself result in any amount being included in the assessable income of an eligible Shareholder. Further, no capital gains tax should arise on issue of the Rights.

Sale of Rights

eligible Shareholders who sell their Rights on the ASX or off-market will generally need to consider the capital gains tax consequences. eligible Shareholders will be taken to have acquired the Rights when the existing AHL Shares were acquired. Accordingly, the capital gains tax consequences should be as follows:

For eligible Shareholders who acquired the existing AHL Shares before 20 September 1985, the sale of the Rights will generally not be subject to capital gains tax.
For eligible Shareholders who acquired the existing AHL Shares on or after 20 September 1985, the sale of the Rights may trigger a capital gain generally equal to the consideration received on sale of the Rights less any non-deductible incidental costs associated with the Rights. The capital gain may be reduced by the availability of any capital losses and any capital gains tax discount, being one half for an individual or trust and by one-third for complying superannuation entities, provided that the existing AHL Shares were held for at least 12 months prior to sale of the Rights.

Lapsing of Rights

As the terms of the entitlement Offer provide that eligible Shareholders do not receive any consideration if the Rights are not exercised, the lapsing of Rights should not give rise to any income tax (including capital gains tax) implications for the eligible Shareholders.

equity Raising | entitlement Offer 2009 < pAge 33

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Exercise of Rights

eligible Shareholders who exercise their Rights and are allocated New Shares (including any Additional Shares applied for and allocated) will acquire the New Shares with a cost base for capital gains tax purposes as follows:

Where the existing AHL Shares were acquired on or after 20 September 1985, the cost base will generally include the offer price payable for the New Shares plus any non-deductible incidental costs incurred in acquiring the New Shares.
Where the existing AHL Shares were acquired before 20 September 1985, the cost base will generally include the sum of the market value of the Rights when exercised, the offer price payable for the New Shares plus any non-deductible incidental costs incurred in acquiring the New Shares.

eligible Shareholders should not make any capital gain or loss, or derive assessable income, from exercising Rights or subscribing for the New Shares.

New Shares

eligible Shareholders who exercise their Rights will acquire New Shares (including any Additional Shares applied for and allocated). Any future dividends or other distributions made in respect of those New Shares will be subject to the same taxation treatment as dividends or other distributions made on AHL Shares held in the same circumstances.

On any future disposal of New Shares, eligible Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares. The cost base of those shares is described above.

New Shares will be treated as having been acquired when the eligible Shareholder exercised the Right to subscribe for them. Accordingly, in order to benefit from the capital gains tax discount in respect of a disposal of the New Shares, those shares must have been held for at least 12 months after the date of exercise before the disposal occurs.

Other taxes

No goods and services tax is payable in respect of the grant or exercise of Rights or the acquisition of New Shares.

No stamp duty should be payable in respect of the grant or exercise of Rights or the acquisition of New Shares.

6 Information Availability

eligible Shareholders in Australia and New Zealand can obtain a copy of the information in this booklet during the period of the entitlement Offer via the AHL website at http://www.ahl.com.au or by calling the AHL Shareholder Information Line.

persons who access an electronic version of this booklet should ensure that they download and read the entire booklet. A replacement entitlement and Acceptance Form can be requested by calling the AHL Shareholder Information Line on 1300 823 671 at any time from 8.30am to 5.30pm (eDT) Monday to Friday from Tuesday, 3 November 2009 to Tuesday, 8 December 2009.

No party other than AHL has authorised or caused the issue of the information in this booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in the information in this booklet.

7 Future Performance and Forward Looking Statements

Neither AHL nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to the entitlement Offer. Forward looking statements, opinions and estimates provided in the information in this booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

pAge 34 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of AHL and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this booklet.

8 Past Performance

Investors should note that the past share performance of AHL Shares provides no guidance as to future price performance.

9 Governing Law

This Offer Booklet, the entitlement Offer and the contracts formed on acceptance of the entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. each Applicant for New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

10 Foreign Jurisdictions

The information in this booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Shares being offered under the information in this booklet are also being offered to eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The information in this booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The information in this booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the entitlement Offer, the entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of the information in this booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

NOT FOR DISTRIBUTION OR ReLeASe IN THe UNITeD STATeS OR TO, OR FOR THe ACCOUNT OR BeNeFIT OF, U.S. peRSONS.

equity Raising | entitlement Offer 2009 < pAge 35

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Glossary

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Term Meaning
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$	Australian dollars; unless otherwise specifed.
Additional Shares	New Shares applied for by an eligible Shareholder that are in excess of that eligible
	Shareholder’s entitlement.
AHL or the Company	Amalgamated Holdings Limited ABN 51 000 005 103.
AHL Share	a fully paid ordinary share in the capital of AHL.
Applicant	a person who has applied to subscribe for New Shares under the entitlement Offer.
Application Money	the aggregate money payable for New Shares (including any Additional Shares) applied for by
	an Applicant.
ASIC	the Australian Securities and Investments Commission.
ASX	ASX Limited ACN 008 624 691 trading as Australian Securities exchange.
Closing Date	the last day for payment and return of entitlement and Acceptance Forms, being 5.00pm (eDT)
	on Monday, 30 November 2009.
Company Secretary	the company secretary of AHL.
Corporations Act	the_Corporations Act 2001_(Cth).
Directors	the directors of AHL.
EDT	Australian eastern Daylight Time.
Eligible Shareholder	a shareholder at the Record Date who is not an excluded Shareholder.
Entitlement	the number of New Shares that a shareholder is entitled to apply for under the entitlement
	Offer (on the basis of 1 New Share for every 5 AHL Shares held on the Record Date, subject
	to rounding).
Entitlement and	the entitlement and Acceptance Form accompanying this Offer Booklet.
Acceptance Form
Entitlement Offer	1 for 5 renounceable pro-rata entitlement offer of New Shares at an offer price of $4.10 per
	New Share.
Excluded Shareholder	a shareholder at the Record Date who:
	has a registered address which is not in Australia or New Zealand; �
	is in the United States or is a U.S. person (as defned in Regulation S under the U.S. � Securities Act of 1933) or acting for the account or beneft of a U.S. person; or
	is ineligible under any applicable securities laws to receive an offer under the �
	entitlement Offer.
Listing Rules	the offcial listing rules of ASX.
Major Shareholders	Alphoeb pty Limited, Carlton Investments Limited, enbeear pty Limited, Investors Mutual
	Limited, Maple-Brown Abbott Limited, perennial Value Management Limited and
	Mr Alan Rydge, which in aggregate hold approximately 70% of the issued capital of AHL.
New Share	a new AHL Share to be issued under the entitlement Offer. For the avoidance of doubt any
	Additional Shares issued will be New Shares.
Offer Booklet	this offer booklet in relation to the entitlement Offer.

pAge 36 > Amalgamated Holdings Limited

ABN 51 000 005 103

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Term Meaning
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Offcial Quotation	‘quotation’ (as that term is used in the Listing Rules) of all of the New Shares on ASX when
	allotted which if conditional may only be conditional on customary pre-quotation conditions.
Record Date	5.00pm on Thursday, 12 November 2009 or such other date as may be determined by the
	Directors.
Right	the right to subscribe for 1 New Share for every 5 AHL Shares held on the Record Date.
Share Registry	Computershare Investor Services pty Limited ABN 48 078 279 277.

equity Raising | entitlement Offer 2009 < pAge 37

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INTeNTIONALLY BLANK

pAge 38 > Amalgamated Holdings Limited

ABN 51 000 005 103

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INTeNTIONALLY BLANK

equity Raising | entitlement Offer 2009 < pAge 39

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ABN 51 000 005 103

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STOCKCODe

AI assistant

EVT LIMITED — Capital/Financing Update 2009

64888_rns_2009-11-02_3cf568dd-f444-4ebd-a9a4-535f6c19b4b3.pdf

3 November 2009 Equity Raising Entitlement Offer

Contents

Directory

Registered Office

Share Registry

ASX Listing

Website

AHL Shareholder Information Line

Amalgamated Holdings Limited – Renounceable Pro-Rata Entitlement Offer

Entitlement Offer

Renounceable Offer

Dividend

Participation of Major Shareholders

Offer Booklet

Key Dates for the Entitlement Offer

ASX Announcements

3 November 2009

ASX ANNOUNCEMENT RENOUNCEABLE ENTITLEMENT OFFER TO RAISE UP TO APPROXIMATELY $107 MILLION

Key Highlights of the Entitlement Offer

Dividend

Participation of Major Shareholders

Further Details

Shareholder Enquiries

For media enquiries contact: AHL (02 9373 6600)

Caliburn (02 9229 1410)

Investor Presentation

Disclaimer & Important Notice

Not an offer

Executive Summary

Overview of Operations

Key Business Highlights

Strong Financial Performance

Diversified Group of Businesses

Attractive Add-On and Growth Opportunities

Strong Management Team and Support of AHL’s Major Shareholders

Experienced executive leadership team

Offer Details

$107 million, 1 for 5 renounceable pro-rata entitlement offer

Fixed $4.10 Offer Price

Support of AHL’s major shareholders

Dividend

Implied P/E and Dividend Yield of the Offer

Summary Timetable

Sources and Uses

Equity Raising Strengthens AHL’s Capital Base

PRO FORMA 30 JUNE 2009 BALANCE SHEET (ADJUSTED FOR EQUITY RAISING)

Financial Information

1Q2010 Update

Ongoing Capital Expenditure

Financing Facilities

Excluded Shareholders

Summary of Key Risks

SPECIFIC RISKS GENERAL RISKS

Key Risks

FILM INDUSTRY DYNAMICS

CAPITAL INVESTMENT

WEATHER CONDITIONS

LITIGATION RISK

ENVIRONMENT

EXCHANGE RATE

Key Risks (cont’d)

OCCUPATIONAL HEALTH AND SAFETY (OH&S)

GENERAL BUSINESS COMPETITION

GOVERNMENT POLICIES AND LEGISLATION

CHANGES IN ACCOUNTING STANDARDS

INVESTMENT PROPERTY VALUATIONS

Disclaimer – Foreign Jurisdictions

CHAIRMAN’S ADDRESS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FRIDAY 23 OCTOBER 2009

Ladies and gentlemen,

Alan Rydge AHL Chairman

MANAGING DIRECTOR’S ADDRESS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FRIDAY 23 OCTOBER 2009

David Seargeant AHL Managing Director

How to Apply

1 The Entitlement Offer

Amount to be raised

Rights trading

Additional Shares

EVT LIMITED Capital/Financing Update 2009