SCHOOLBLAZER LIMITED — AGM Information 2022

Feb 1, 2022

2 February 2022

Company Announcements Office Australian Securities Exchange Authorised for immediate release

AGM Presentation

Please find attached the presentation to be made by the Company at the 118th Annual General Meeting of HGL Ltd held at 11am this morning.

This presentation has been authorised for release by the Board of HGL Ltd.

Iain Thompson Company Secretary

118th Annual General Meeting

2 February 2021 Positioned for Opportunities

HGL Ltd (ASX:HNG) Hancock & Gore

CONTENTS

1. 2021 Results Summary

2. 2021 Highlights

3. Portfolio Overview

4. YTD Update and Opportunities

5. Outlook

6. Proxy Results

PERFORMANCE HIGHLIGHTS FOR THE YEAR ENDED 30TH SEPTEMBER 2021 (FY21)

FY21 HIGHLIGHTS

Return to significant profitability – FY21 ~$15.6m NPAT

Resumed paying dividends - 1 cent per share fully franked declared. Franking Credit balance of $9.2m

Active transformation and value crystallisation of both JSB & BLC private investments releasing > $2m profit and liquidity in FOS Capital Ltd (FOS) and Cellmid Ltd (CDY) respectively

Realised > $1m profit from ASX Listed share portfolio – annualised IRR of > 50%

Acquisition of Funds Management Vehicle and relaunch of H&G High Conviction Fund. Fund achieved return of 18% in 6 months post acquisition

New Private Equity Investments – T-Shirt Ventures & Mint Payments

Increase in valuation of Mountcastle & Pegasus reflecting underlying earnings growth

$5.8m EBIT generated by operating businesses (H&G share - no longer consolidated or equity accounted)

Strong Balance sheet – in excess of $7m Cash* available – NTA approx. $0.26 * Excludes approximately $15m additional cash raised through placement announced November 2021

INVESTMENT TEAM

70+ years of collective investment experience

SANDY BEARD EXECUTIVE CHAIRMAN

• 30+ years of investment experience and Director of numerous ASX Listed and private companies
• Former Chief Executive Officer of CVC Limited (ASX:CVC) (between 2001-2019) where he oversaw annual shareholder returns in excess of 15% per annum for over 15 years
• Director of ASX Listed Centrepoint Alliance, Pure Foods Tasmania and FOS Capital
• Strong Dealflow and Investment Networks

NICHOLAS ATKINSON INVESTMENT DIRECTOR

• 25+ years of experience across capital markets, corporate finance and investment management
• Former Executive Director of Institutional Equities at Morgans Financial (14 years)
• MBA (Macquarie GSM)
• Bachelor Commerce (UQ)
• Grad Dip Applied Investment & Finance (FINSIA)

PHILLIP CHRISTOPHER INVESTMENT DIRECTOR

• 12+ years of experience across private equity, capital markets and investment management
• Former Director at Alceon Group Private Equity (6 years) and Analyst at Goldman Sachs
• Director of Anagenics Limited and Pegasus Healthcare
• Bachelor of Economics and Bachelor of Commerce (University of Western Australia)

JOSEPH CONSTABLE PORTFOLIO MANAGER

• 5+ years of experience across capital markets and investment management
• H&G High Conviction Fund Portfolio Manager
• Executive Director H&G, Non Executive Director Po Valley Energy Limited
• Former Investment Manager at: Supervised Investments Australia; Smith and Williamson; Hunter Hall Intl

IAIN THOMPSON CFO & COMPANY SECRETARY

• Former Company Secretary of Brickworks Limited (ASX:BKW)
• Chief Financial Officer of H&G (ASX:HNG) 2015- Present
• Chartered Accountant (CA)
• Bachelor of Economics (Macquarie University)
• GAICD

H&G COMPETITIVE ADVANTAGES

EXPERIENCED INVESTMENT TEAM

• 70+ years cumulative investment experience
• Experienced many cycles & stock market drawdowns since 1987
• Discipline & courage to go against the herd never "different" this time
• Nimble team that can perform detailed analysis & make quick decisions

INDUSTRY NETWORKS

• Proprietary deal flow
• Unique Investment opportunities sourced from trusted network relationships
• Sector Specific knowledge and opportunities through investee company involvement

ACTIVE MANAGEMENT STYLE

• The team works "inside" the investee business & collaborates with management to help grow organically
• H&G networks provide accretive M&A opportunities for investee companies
• H&G investment team provides M&A & deal structuring capability
• Ability to partner through private to public lifecycle

UNIQUE BUSINESS MODEL

• H&G collaborates with investee management through the lifecycle of an investment from private to public markets
• Current volatile environment provides significant opportunities to assist companies requiring assistance in strategic direction & capital allocation.

H&G PORTFOLIO OVERVIEW

Majority of portfolio is valued by independent 3rd parties

FY'22 AND BEYOND

H&G is well positioned to continue delivering strong results

• Strong focus on earnings and asset backed private equity opportunities
• Deployed $5 million into a low-risk, asset-rich income investment for diversification
• Advanced negotiations on transformative portfolio company M&A opportunities

FY22 YTD Long Term Outlook

• Continue targeting at least 15% p.a. returns from earnings based value growth and income / dividends
• Significant proprietary deal flow and opportunity to leverage balance sheet with syndication capability
• Striving for outperformance significantly above 15% p.a. returns through transformation / realisation of select PE assets
• Increase structured and asset backed opportunities with >15% p.a. returns

2	LISTEDINVESTMENTS	••	Recent equity market volatility has draggeddown market valuations of some listedinvestmentsIn volatile periods, non-core investments havebeen monetized and cash weights increased.Strategic holdings are given priority.	••••	Continue >20% p.a. return targets across listed portfolioContinue to access deal flow through networksSeeing increased opportunities as some parties become distressed &irrational forced sellers with equity market sell-offSupport existing strategic asset investments via capital raisings
3	FUNDSMANAGEMENT	••	Executed syndication vehicles to add $4m FuMIn advanced partnership discussions with anexperienced property player with aim to launcha diversified property fund.	••	Continue FUM growth with enhanced distribution networksPartner with experienced fund managers/industry experts to launchnew products and build capital light sustainable revenue streams

• Raised additional growth capital through a placement of approx. $15 million
• Increase advisory / ECM earnings from portfolio companies

H&G INVESTMENT MANAGEMENT

Growing a capital light recurring revenue stream

• H&G assumed management on 1 April 2021
• Since then has returned 16.2% after all fees (annualised 22%)
• FUM of $14m and targeting $50m since relaunch in September 2021
• Focused on overlooked ASX-listed microcaps with superior assets
• We are engaged investors and assist where necessary in positive strategic change
• Concentrated portfolio of 20 stocks; outperforms market over long term
• Has delivered income of $0.4m to H&G since acquisition

• We are in discussions with a seasoned player in the property industry, with a view to launching a Diversified Property Fund.
• The Diversified Property Fund will be the primary vehicle of the JV, but it may also implement Special Purpose Vehicles (SPV) for specific assets.
• The targeted property player will add highly complementary skills to source, add value, and manage property assets.

• A complementary fund product that leverages the active value investment style, acumen and deal flow from H&G's Private Investment arm.
• In discussions with potential fund managers to run the unlisted/listed fund strategy.
• The fund will have a portfolio of private and listed undervalued micro & small cap assets where we have the ability to influence from the inside, ideally, through board representation.

• Significant proprietary early stage deal flow (e.g. T Shirt Ventures) in a limited asset allocation category for H&G balance sheet
• We are vigilant of innovative opportunities which may assist in transforming existing mature assets through M&A, commercial opportunities or knowledge sharing
• We are exploring potential high calibre venture partners who could lead a focused fund in a jointventure with H&G

2021 OBJECTIVES UPDATE

Comprehensive progress on objectives presented at last year's AGM

OBJECTIVE	BASELINE GOAL 2021	ACHIEVED
Drive investor awareness ofpotential value in HGL	Introduce new investors, refresh communications and marketing, launch funds and participate in M&A activity, adoptnew accounting policy to independently assess investment value as part of annual audit.
Quality of investmentpipeline	Enhance network of advisors, brokers, referrals to build quality investment pipeline. Attract experienced investmentprofessionals to bring networks and opportunities to HGL. Develop deep market insights and intelligence in targetingquality research, connections, market participation and analysis in key areas of interest.
Asset redeployment	Target realisations from portfolio and redeployment into more diversified portfolio
Assist value creation inMountcastle and Pegasus	Meaningful acquisition, organic growth and external capital raising
Capital managementinitiatives	Unmarketable parcels: intention to initiate on-market buy-back when appropriate
Meaningful new investments	At least 2 strategic investments > $2 M equity value each
Acquire funds managementvehicle	Grow FUM in ASX listed portfolio. Drive investment outperformance and performance fees. Refresh PDS and strategy,demonstrate returns and target meaningful growth in FUM. Attract quality experienced investment manager.
Drive active ASX listedinvestment portfolio andcapital markets activity	Allocate capital to meaningful ASX investment portfolio. Annual return target > 20% per annum… pre-IPO,underwriting… placements… strategic stakes… counter-cyclical / turnaround focus
Value extraction BLC andSPOS	Enhance alignment with management. Meaningful value extraction or repositioning
FOS IPO	Assist in IPO prior to June 30, 2021
Reduction in uncovered headoffice costs	Eliminate non-core costs. Drive towards head office being a profit contributor.

2022 OBJECTIVES

Build on the momentum of 2021's achievements

OBJECTIVE	BASELINE GOAL 2022
Drive investor awareness ofpotential value in HGL	Introduce new investors, refresh communications and marketing, launch funds and participate in M&A activity
Quality of investmentpipeline	Increase structured and asset backed opportunities with >15% p.a. returns
Cash & Asset redeployment	Deploy $15 million cash raised into high quality investments which meet the H&G criteriaTarget realisations from portfolio and redeployment into more diversified portfolio
Assist value creation inMountcastle and Pegasus	Meaningful acquisition, organic growth and external capital raising
Capital managementinitiatives	Continue to pay dividends
Funds management vehicle	Launch at least 2 new funds management products including property JV
Drive active ASX listedinvestment portfolio andcapital markets activity	Manage downside protection through volatility and find at least 2 strategic long term listed positions with active H&Ginvolvement
Strategic support for FOSand AN1	Significant listed positions with H&G board involvement, continue to support in their ongoing transformations
Enhance investment team	Add high quality "accretive" team members to further capitaliseon opportunity set

PROXY RESULTS

	FOR	AGAINST	OPEN	ABSTAIN	TOTAL	EXCLUDED
Resolution 1: Adopt Remuneration Report
CHAIR	16,934,004	267,028	943,139	9,574	18,153,745	16,283,789
OTHER	4,238,931	-	112,150	-	4,351,081	25,088,820
TOTAL	21,172,935	267,028	1,055,289	9,574	22,504,826	41,372,609
Resolution 2: Re-election of Director –Cheryl Hayman
CHAIR	33,463,940	30,527	943,067	-	34,437,534	-
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	62,791,691	30,527	1,055,217	-	63,877,435	-
Resolution 3: Ratification of prior issue of 22,451,514 Ordinary Shares
CHAIR	23,732,959	59,062	943,067	8,851,655	33,586,743	850,791
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	53,060,710	59,062	1,055,217	8,851,655	63,026,644	850,791

PROXY RESULTS

	FOR	AGAINST	OPENABSTAIN		TOTAL	EXCLUDED
Resolution 4: Issue of Shares to a Director under the Conditional Placement –A Beard
CHAIR	30,850,014	224,075	943,067	2,020,378	34,037,534	400,000
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	60,177,765	224,075	1,055,217	2,020,378	63,477,435	400,000
Resolution 5: Issue of Shares to a Director under the Conditional Placement –K Eley
CHAIR	31,250,014	227,675	2,768,067	191,778	34,437,534	-
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	60,577,765	227,675	2,880,217	191,778	63,877,435	-
Resolution 6: Issue of Shares to a Director under the Conditional Placement –C Hayman
CHAIR	33,081,077	218,012	943,067	195,378	34,437,534	-
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	62,408,828	218,012	1,055,217	195,378	63,877,435	-

PROXY RESULTS

	FOR	AGAINST	OPEN	ABSTAIN	TOTAL	EXCLUDED
Resolution 7: Issue of Shares to a Director under the Conditional Placement –J Constable
CHAIR	22,160,295	227,675	993,067	191,778	23,572,815	10,864,719
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	51,488,046	227,675	1,105,217	191,778	53,012,716	10,864,719
Resolution 8: Issue of Shares to non-related parties under the Conditional Placement
CHAIR	32,234,517	217,381	943,067	191,778	33,586,743	850,791
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	61,562,268	217,381	1,055,217	191,778	63,026,644	850,791
Resolution 9: Change of Company Name
CHAIR	33,314,370	113,512	935,837	73,815	34,437,534	-
OTHER	29,327,751	-	112,150	-	29,439,901	-
TOTAL	62,642,121	113,512	1,047,987	73,815	63,877,435	-

IMPORTANT NOTICES

Not investment advice

The information contained in this presentation is not investment or financial product advice (nor tax, accounting or legal advice) nor is it a recommendation to acquire securities in HNG. This presentation does not and will not form any part of any contract for the acquisition of securities in HNG. This presentation has been prepared without taking into account your investment objectives, financial situation or particular needs. Before making an investment decision you should consider whether it is a suitable investment for you in light of your own investment objectives, financial situation and particular needs, having regard to the merits or risks involved and seek appropriate adv ice, including financial, legal and taxation adv ice appropriate to your jurisdiction and circumstances. This presentation and its contents are provided on the basis that recipients will not deal in the securities of HNG in breach of applicable insider trading laws.

Financial information

This presentation contains certain financial information that has been presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards, the International Financial Reporting Standards (including the interpretations of the International Financial Reporting Interpretations Committee) and other mandatory professional reporting requirements applicable to financial reports prepared in accordance with the Corporations Act. The financial information provided in this presentation is for illustrative purposes and is not represented as being indicative of HNG's (or anyone else's) view of its, nor anyone else's, future financial condition and/or performance. All dollar values are in Australian dollars ($ or A$) unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Company information

HNG's historical information in this presentation is, or is based on, information that has been released to ASX. This presentation should be read in conjunction with HNG's other periodic and continuous disclosure information lodged with ASX, which are available at www2.asx.com.au.

Third party information

Certain market and industry data used in connection with this presentation may have been obtained from research, survey or studies conducted by third parties, including industry or general publications. The HNG Parties have not independently verified any such market or industry data.

Historical information

Past performance information in this presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.

Forward looking information

This presentation contains certain forward-looking statements, guidance, forecasts, estimates or projections in relation to future matters (Forward Statements) that involve risks and uncertainties, and which are provided as a general guide only. Forward Statements can generally be identified by the use of forward looking words such as "anticipate", "estimate", "will", "should", "could", "may", "expects", "plans", "forecast", "target" or similar expressions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of HNG, the outcome and effects of the Equity Raising, and the use of proceeds from the Equity Raising. HNG can give no assurance that these expectations will prov e to be correct. You are cautioned not to place undue reliance on any forward-looking statements. None of the HNG Parties represent or warrant that such Forward Statements will be achieved or prov e to be correct or gives any warranty, express or implied, as to the accuracy, completeness, likelihood of achievement or reasonableness of any Forward Statement contained in this presentation. Actual results may differ materially from those anticipated in these forward-looking statements due to many important factors, risks and uncertainties including, without limitation, risks associated with future capital needs, general economic uncertainty and other risks detailed from time to time in HNG's announcements to ASX. HNG does not undertake any obligation to release publicly any revisions to any "forwardlooking statement" to reflect events or circumstances after the date of this presentation, except as may be required under applicable laws.

MR. SANDY BEARD EXECUTIVE CHAIRMAN HGL LTD. (HANCOCK & GORE)

sandy@hgl.com.au 0412 308 263 www.hancockandgore.com.au