SCHOOLBLAZER LIMITED — AGM Information 2005

Nov 29, 2005

HGL Limited ABN 25 009 657 961

All correspondence to:

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 2 8234 5050 www.computershare.com

Appointment of Proxy

I/We being a member/s of HGL Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an 'X')

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees it) at the Annual General Meeting of HGL Limited to be held in theSeminar Room, Level 8, 123 Pill Stre

Voting directions to your proxy - please mark

to indicate your directions

Item 2. To re-elect Frank Wolf as a Director

Item 3 To adopt the remuneration report

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

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Securityholder 2

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Securityholder 3
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Director/Company Secretary

Sole Director and

Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Name

HNG

Contact Daytime Telephone

I

Date

011621 - V3

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the snace

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item. your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities ${a}$ applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attomey:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have notpreviously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to thisform when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed bythat person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a CompanySecretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with eitheranother Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. Amember which is itself a company may either fill out this Proxy Form, in which case it must be submitted withinthe time limit described above, or it may appoint a representative pursuant to Section 250D of the CorporationsAct in which case the appointment may be presented at the door for admission to the meeting.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" must be received at an address given below no later than 24 hours before the commencement of the meeting at 11,00am on Tuesday 31 January 2006. A form of the certificate may be obtained from the company's share registry or at www.computershare.com

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 24 hours before the commencement of the meeting at 11.00am on Tuesday 31 January 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON	Registered Office - Level 5, 34 Hunter Street, Sydney NSW 2000 Australia
	Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia
BY MAIL	Registered Office - Level 5, 34 Hunter Street, Sydney NSW 2000 Australia
	Share Registry - Computershare Investor Services Pty Limited, GPO Box 4195, Sydney NSW 2001 Australia
BY FAX	61 3 9473 2118

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the members of HGL Limited ("the Company") will be held in the Seminar Room, Level 8, 123 Pitt Street, Sydney on Tuesday 31 January 2006 at 11:00am.

Ordinary Business:

$\mathbf{1}$ . Receipt of financial report

Receipt of the Company's financial report for the year ended 30 September 2005 and the directors' declaration and report and the auditor's report on the financial report.

To re-elect Frank Wolf as a Director $2.$

Frank Wolf retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election.

Remuneration Report $\mathbf{3}$

That the remuneration report, being part of the directors' report, be adopted by the members.

By order of the Board

Michael Mahonev Company Secretary 30 November 2005

Remuneration Report Resolution

The resolution to adopt the remuneration report has been put to members in accordance with Section 250R(2) of the Corporations Act. Any outcome, with respect to this resolution, is advisory only and does not bind the directors of the Company. The Chair will allow a reasonable opportunity at the meeting for members as a whole to ask questions about or make comments on, the remuneration report.

Voting Entitlements

For the purpose of determining a person's entitlement to vote at the meeting, a person will be recognised as a member and the holder of securities in the Company if that person is registered as a holder of those securities at 7:00pm Australian Eastern Standard Time on 29 January 2006. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member entitled to attend and vote at this meeting is entitled to appoint no more than 2 proxies to attend and vote in his or her stead. A member can appoint an individual or a body corporate as a proxy. If you appoint a body corporate, that body corporate must appoint an individual to represent and exercise its powers in accordance with section 250D of the Corporations Act.

A proxy need not be a member of the Company.

If the member appoints 2 proxies the member may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy, may exercise half of the votes. If the specified proportion or number of votes exceed that which the member is entitled to, each proxy may exercise half of the member's votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

Proxies must be received by the Company's share registry Computershare Investor Services Pty Limited at GPO Box 4195, Sydney, NSW or by fax on 61 3 9473 2118 or by the Company at Level 5, 34 Hunter Street, Sydney, NSW 2000 not later than 11:00am (Sydney time) on 30 January 2006.

A form of proxy is provided with this notice. If you wish to appoint a second proxy, an additional form of proxy may be obtained by telephoning the company's share registry or you may copy the form of proxy provided with this notice.

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