Level 11 280 George Street Sydney NSW 2000 GPO Box 4406 Sydney NSW 2001 www.hgl.com.au P +612 9221 7155 F +612 9233 2713

HGL Limited abn 25 009 657 961

Appointment of CEO

The Board of HGL Limited is delighted to announce the appointment of Henrik Thorup as Chief Executive Officer of HGL Limited. Henrik will commence today.

Henrik, 46, joins HGL with more than 20 years general management experience as Managing Director or Executive Chairman of local and international companies supplying market leading commercial and consumer brands, including Pandora Jewellery, Nilfisk, Gerni and Hoover, to specialist markets in Australia and overseas.

"I am delighted to welcome Henrik to HGL, Henrik has experience of leading import and distribution organisations as well as strong executive and personal qualities. Henrik brings a wealth of experience, focus on sales and marketing disciplines and a drive to lead HGL into its next phase of development with enhanced returns to shareholders" said Peter Miller, Chairman of HGL Limited.

The Board thanks Andrew Whittles for his efforts in the role of Acting Chief Executive Officer. Andrew will return to the role of Chief Financial Officer.

The Executive Agreement is attached.

Peter Miller Chairman 21 January 2013

Executive Agreement

HGL Limited Henrik Thorup

Level 12 60 Carrington Street SYDNEY NSW 2000 DX 262 SYDNEY NSW Tel: (02) 8915 1000 Fax: (02) 8916 2000 www.addisonslawyers.com.au Ref: DJF: HGL001/4007

1.	Defined terms and interpretation1
2.	Employment4
3.	Executive's Duties4
4.	Place of Employment andTravel4
5.	Remuneration5
6.	Expenses and Gifts5
7.	Other reimbursements6
8.	Employee Share Scheme6
9.	Leave6
10.	Redundancy6
11.	Operation of any Award7
12.	Conflicting Activity7
13.	Confidential Information7
14.	Notes and Memoranda8
15.	Employer's Property, Inventions and Intellectual Property8

16.	Probationary Period9
17.	Termination9
18.	Gardening Leave11
19.	Restraint11
20.	Employment Policies12
21.	Non-Smoking Policy12
22.	Survival of Obligations12
23.	Relationship of the Parties13
24.	Variation13
25.	Governing Law and Jurisdiction13
26.	Prohibition and Enforceability13
27.	Waivers13
28.	Disclosure of Terms13
29.	Entire Agreement13

DETAILS

Date:

Parties

(1) HGL Limited (Company)

ACN 009 657 961 Address Suite 1101, Level 11, 280 George Street, Sydney NSW 2000

(2) Henrik Thorup (Executive)

Address	1303/118 Alfred Street, Milsons Point NSW 2060
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Recitals

The Company has agreed to employ the Executive and the Executive has agreed to be employed by the Company on the terms set out in this agreement.

Operative Parts

1. Defined terms and interpretation

1.1 Defined terms

In this agreement:

Affiliate means any related body corporate of the Company as defined by the Corporations Act 2001 (Cth).

Annual Base Salary means the amount (inclusive of superannuation) referred to in clause 5(a).

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires.

Board means the board of directors of the Company.

Business means the business conducted by the Company and any Affiliate from time to time.

Business Day means a day which is not a Saturday, Sunday, a bank holiday or a public holiday in Sydney.

Business Hours includes the core business hours from 9:00 am to 5:00 pm Monday to Friday (Core Business Hours) and any additional hours in excess of Core Business Hours that the Executive is required to work in order to perform the Duties.

Chairman means the chairman of the Board.

Commencement Date means 21 January 2013.

Confidential Information means all information, whether in documentary, electronic or other form, relating to the Group, its operations, business, products, services, shareholders, employees, customers or suppliers, including business plans and reports; marketing plans, strategies and reports; discussion papers or other reports relating to possible new products, businesses or projects; quotations or other product pricing information; tenders or expressions of interest; financial information or accounts; tax returns and other tax information; technical data; product formulations; agreements with customers or suppliers and Intellectual Property but does not include information which is in or comes into the public domain otherwise than through a breach of an obligation of confidentiality owed to the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Duties means the duties described at schedule 1 and other duties which the Board may, from time to time, assign to the Executive.

Employment Policies means the employment policies of the Company as amended from time to time.

Group means the Company and its Affiliates.

Intellectual Property means all present and future copyright, registered and unregistered trademarks, patents, plans, designs, specifications, circuit layout rights and any other intellectual or industrial property rights arising from statute, common law or equity affecting, relating to or capable of being used or adapted for use in the Business.

Inventions means a discovery, invention, secret process, technical know how or improvement in procedure of a kind affecting, relating to or capable of being used or adapted for use in the Business.

Position means the position described in clause 2 and another position which the Company may give the Executive from time to time.

Probationary Period means the period of 6 months from the Commencement Date or such shorter period as may be determined by the Board in accordance with clause 16(c).

Restraint Period has the meaning given to that term in clause 19(a).

1.2 Interpretation

In this agreement, except where the context otherwise requires:

(a) the singular includes the plural and vice versa;
(b) a gender includes every other gender;
(c) a reference to a party or person includes a reference to that party or person, its successors, substitutes (including, but not limited to, a party or person taking by novation), executors, administrators and assigns;
(d) a reference to a thing or matter is a reference to the whole or a part of it;
(e) the word "person" includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
(f) an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government or local authority or agency or other entity;
(g) a reference to a group of persons or parties is a reference to two or more of them jointly and to each of them individually;
(h) a reference to this agreement or other document includes a variation, novation or replacement of or supplement to them from time to time;
(i) a reference to a part, clause, annexure, exhibit, appendix or schedule is a reference to a part of, clause of, an annexure, exhibit appendix or schedule to this agreement and a reference to this agreement includes any annexure, exhibit, appendix and schedule;
(j) "writing" and related expressions include all means of reproducing words in a tangible and permanently visible form;
(k) headings are for guidance only and do not affect interpretation;
(l) a reference to a statute, regulation, proclamation, ordinance, or by-law includes all statutes, regulations proclamations, ordinances or by-laws amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;
(m) a reference to a "month" or "monthly" means a calendar month or calendar monthly respectively;
(n) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement; and
(o) a reference to A$, $A, dollar or $ is to Australian currency.

2. Employment

The Company agrees to employ the Executive and the Executive accepts employment with the Company as Chief Executive Officer of the Group commencing on the Commencement Date.

3. Executive's Duties

(a) The Executive agrees to devote all time and attention during Business Hours to discharge the Duties under this agreement.
(b) The Executive must perform the Duties to the best of the Executive's ability, in accordance with any directions or instructions given to the Executive by the Board from time to time.
(c) The Executive must at all times maintain a professional standard of conduct and performance in all matters relating to the performance of the Duties and must act in a manner which will protect and enhance the reputation of the Group.
(d) The Executive will not during the term of this agreement, without the written consent of the Company, be engaged or interested in any capacity, including as a principal, shareholder, director, employee or consultant, in any other company or business. This clause 3(d) does not prevent the Executive from being:
- (i) the holder of less than five per cent of the shares in any publicly listed company; or
- (ii) a director of or shareholder in a non-operating company in which the principal shareholders are the Executive, his spouse or other members of his family.
(e) The Executive must observe a duty of utmost fidelity to the Group.
(f) The Executive must comply with and discharge the responsibilities placed upon the Group by health, safety and environmental protection legislation and must comply with established health, safety and environmental protection codes and Company policies which regulate compliance.
(g) The Executive must immediately report any accidents or incidents resulting in personal injury or illness or damage or loss to property, plant or materials.
(h) The Executive must report any behaviour of a type that constitutes discrimination, harassment or bullying in any form to the Chairman.

4. Place of Employment and Travel

(a) The Executive will be based at the Company's offices in Sydney, New South Wales.

(b) The Executive must undertake such travel as the Company requires.

5. Remuneration

(a) The Company agrees to pay to the Executive an annual base salary of $400,000, or such higher amount as the Board may determine from time to time (Annual Base Salary).
(b) The Annual Base Salary will be calculated and paid on the basis that it is inclusive of the superannuation contributions required to be made by the Company in order to avoid liability for a superannuation guarantee charge under the Superannuation Guarantee (Administration) Act 1992 (Act). Such contributions are to be made into a complying superannuation fund chosen by the Executive or if there no fund chosen by the Executive, to a complying fund in accordance with the obligations of the Act.
(c) All remuneration paid to the Executive is paid in satisfaction of and takes into account all aspects of the Executive's employment including all hours of work that may be required of the Executive. No overtime is payable.
(d) The remuneration of the Executive may be taken in the form of a package agreed between the Executive and the Company from time to time. In the event that fringe benefits tax is payable on any component of that remuneration package, the amount of the tax will be included in the calculation of the amount of the remuneration package.
(e) Unless otherwise agreed between the Company and the Executive, the Executive's Annual Base Salary will be paid monthly.
(f) The Company and Executive will meet:
- (i) at the end of the Probationary Period; and
- (ii) thereafter, on an annual basis,

to discuss and review the Executive's remuneration.

(g) The Executive will meet with the Board at least every three months to review the Executive's performance.

6. Expenses and Gifts

(a) The Executive will be entitled to be reimbursed for such expenses as are reasonably and necessarily incurred by the Executive in performing the Duties, as approved in writing by the Company. The Executive must provide the Company tax invoices or receipt for expenses to be reimbursed.
(b) The Executive must not accept any gift or benefit of any kind which has a value of $150 or more from a customer, supplier or any other entity with which the Company deals, without the prior consent of the Chairman.

7. Other reimbursements

(a) In addition to any reimbursements payable under clause 6(a), the Company will reimburse the Executive for the following personal expenses incurred by the Executive:
- (i) communication costs, including the Executive's use of mobile phone, iPad, home phone and internet services, up to $6,000 per annum;
- (ii) the cost of the Executive's professional subscriptions and memberships, including AICD and airport lounge, up to $1,500 per annum;
- (iii) the cost of the Executive's life and medical insurance policies, up to $4,000 per annum; and
- (iv) the cost of personal financial and tax planning support services engaged by the Executive, up to $5,000 per annum.

8. Employee Share Scheme

After the expiry of the Probationary Period, the Board may invite the Executive to participate in the HGL Employee Share Scheme on terms determined by the Board.

9. Leave

(a) The Executive is entitled to annual leave of four weeks per annum, which will accrue on a pro rata basis in accordance with the National Employment Standards (NES) of the Australian Fair Work Act 2009 (FWA). Leave is to be taken at times agreed and the Executive may be directed to take leave to ensure that no more than eight weeks leave is accrued. No leave loading is paid.
(b) The Company will allow the Executive to take long service leave in accordance with statutory entitlements.
(c) The Executive will be entitled to 10 days of carers/sick leave during each year of employment in accordance with the NES. Carers/sick leave not taken in any year will accrue. A medical certificate (or if this is not reasonably practical to obtain, a statutory declaration) is required after two consecutive days of carers/sick leave. On termination of employment, no carers/sick leave is paid out.

10. Redundancy

The Executive is entitled to redundancy pay in accordance with the NES.

11. Operation of any Award

In the event that the Executive is, or becomes entitled to any amount pursuant to an industrial instrument, including, without limitation, an award, notional agreement preserving State awards, order or agreement (Industrial Workplace Agreement) issued, recognised, lodged or certified by or with an Industrial Tribunal, Commission, Authority, Court or other authority, the Company may apply all or part of the Executive's remuneration (including any salary) in full or part satisfaction of those amounts. The whole of any amount of remuneration paid by the Company to the Executive that is in excess of the rate prescribed by the Industrial Workplace Agreement that is or becomes applicable to the Executive's employment is to be applied first towards entitlements, if any, arising under an Industrial Instrument to:

(a) overtime;
(b) then to any entitlement to leave loading;
(c) then to any entitlement to allowances and/or special rates;
(d) then to any other entitlement arising under the Industrial Instrument.

12. Conflicting Activity

The Executive agrees not to engage in an activity which is likely to compromise the Executive's ability to perform the Executive's obligations under this agreement fairly and independently and to disclose to the Board any matter which constitutes or may give rise to a conflict between the interests of the Executive and the interests of the Group.

13. Confidential Information

(a) The Executive shall not, during the term of the employment or at any time thereafter, except so far as may be necessary for the proper performance of the Executive's responsibilities and Duties, disclose Confidential Information to any third party.
(b) The Executive shall not use or attempt to use any Confidential Information in any manner either:
- (i) which may injure or cause loss either directly or indirectly to the Company or to the Business or may be likely to do so; or
- (ii) for the Executive's own purposes or the purposes of any person other than the Company; or
- (iii) otherwise than for the purposes of carrying out his duties under this agreement.

14. Notes and Memoranda

(a) The Executive agrees not to use or permit to be used, notes or memoranda relating to a matter within the scope of the Business or concerning the Company's dealings or affairs, otherwise than for the benefit of the Company.
(b) The Executive acknowledges that notes or memoranda of the type referred to in clause 14(a) are the absolute property of the Company and must be left at the Company's offices, or at whatever place the Company may direct upon the termination of this agreement.

15. Employer's Property, Inventions and Intellectual Property

(a) The Executive acknowledges and agrees that all files, documents and records of any kind relating to the Company or any Affiliate are the property of the Company or any Affiliate and shall not be removed from the offices of the Company or any Affiliate except in the ordinary course of business. The Company's or any Affiliate's files, documents and records include, but are not limited, to files maintained in the Company's or any Affiliate's file rooms, files maintained in the Company's or any Affiliate's computer systems or on personal computers used for the Company's or any Affiliate's business, files maintained by the Company's or any Affiliate's executives such as chronological files, suspense files, address files, card files, information recorded electronically, computer print outs and copies of all of the foregoing.
(b) The Executive agrees to immediately disclose to the Company Inventions or Intellectual Property made or discovered by the Executive during the performance of the Duties or which relate in any way to the Business.
(c) The Executive acknowledges that:
- (i) the Inventions and Intellectual Property referred to in clause 15(b) are the absolute property of the Company or a person nominated by it for that purpose;
- (ii) the Executive must assign absolutely rights in those Inventions and Intellectual Property to the Company or its nominee;
- (iii) all moral rights are likewise assigned to the Company; and
- (iv) at the expense of the Company, the Executive must do any act or thing which the Company may require, either during the term of this agreement or after its termination, to protect the Company or its nominee's rights in those Inventions and Intellectual Property, throughout the world.
(d) To the fullest extent permitted by law, the Executive agrees to irrevocably waive all rights in the nature of moral rights that apply to works made or to be made by him or her in the course of the Executive's employment and the

Executive agrees neither to take or threaten any action or proceedings to enforce any right in the nature of moral rights.

(e) The Executive irrevocably appoints the Company to be the Executive's attorney and to sign a document or do a thing and generally to use the Executive's name to give to the Company or to its nominee the full benefit of this clause 15(e). The Executive acknowledges that a certificate in writing signed by a director or secretary of the Company that a document or act falls within the authority conferred by this clause 15(e) will be conclusive evidence of that fact.

16. Probationary Period

(a) The Executive's employment pursuant to this agreement is probationary for the Probationary Period.
(b) During the Probationary Period, either party may terminate this agreement by giving two months' written notice to the other party.
(c) The Company may at any time during the Probationary Period, give written confirmation of the employment of the Executive pursuant to this agreement.
(d) The Probationary Period will end upon whichever of the following first occurs:
- (i) confirmation of the Executive's employment under clause 16(c), in which case the employment continues until terminated in accordance with this agreement; or
- (ii) expiry of the Probationary Period, in which case the Executive's employment under this agreement continues until terminated in accordance with this agreement.

17. Termination

17.1 Termination by either party

After the end of the Probationary Period, either party may terminate this agreement by giving at least 12 months' notice in writing to the other.

17.2 Termination by the Company for cause

The Company may terminate this agreement, at any time without prior notice, if the Executive:

(a) commits a breach of the Executive's obligations under this agreement;
(b) is guilty of wilful neglect in the discharge of the Duties or serious misconduct;
(c) becomes bankrupt or makes an assignment, arrangement or composition with creditors of the Executive under the Bankruptcy Act 1966 or otherwise;
(d) is convicted of an indictable criminal offence other than an offence which, in the absolute opinion of the Company, does not affect the Executive's ability to perform the Duties;
(e) becomes of unsound mind or under the control of a committee or officer under a law relating to mental health; or
(f) becomes permanently incapacitated by reason of accident or illness from performing the Duties. For the purposes of this clause, incapacity in excess of an aggregate period of three months in a 12 month period is to be taken to be permanent incapacity.

17.3 Payment in lieu

If this agreement is terminated by the Company under clause 16(b) or 17.1, the Company may at its discretion pay the Executive in lieu of all or part of the notice period. A payment in lieu of notice will be based on the Annual Base Salary.

17.4 Obligations of the Executive on termination

(a) The Executive must resign any directorship, office or committee memberships or other like positions held by the Executive, by reason of or related to his employment with the Company, when requested to do so by the Board at any time without any entitlement to receive any payment or other benefit, and must do so on the termination of the Executive's employment. If the Company is unable for any reason to obtain the Executive's signature on any documents needed in connection with the actions specified in this clause 17.4(a), the Executive hereby irrevocably appoints the Company and its duly authorised officers and agents as the Executive's agent and attorney to act for and on the Executive's behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this clause 17.4(a) with the same legal effect as if executed by the Executive.
(b) On termination of employment, the Executive must return to the Company its property including but not limited to:
- (i) all Confidential Information in material form including but not limited to papers, computer discs, tapes and compact discs or other electronic storage media;
- (ii) those parts of all notes and other records on or incorporated in the Confidential Information;
- (iii) all copies of Confidential Information; and
- (iv) all other property of the Company in the possession or control of the Executive including but not limited to any mobile telephone or computer supplied to the Executive.

18. Gardening Leave

(a) Notwithstanding any other provision of this agreement at any time after either party has given notice of termination to the other or if the Company wishes to investigate a complaint against or involving the Executive, the Company shall be entitled to:
- (i) direct the Executive not to perform work;
- (ii) direct the Executive not to contact any clients or employees of the Company or any Affiliate;
- (iii) require the Executive to remain away from any of the Company's premises or those of any Affiliate;
- (iv) suspend or terminate the Executive's access to the Company's computer systems (including email and Internet); or
- (v) any combination of the above.
(b) During any period of such direction, the Company will pay the Executive the remuneration and other benefits to which the Executive is entitled under this agreement. For the avoidance of doubt, any such direction given by, or act of, the Company will not amount to the termination of the Executive's employment under this agreement and the Executive will remain an executive of the Company and will continue to be bound by the terms of this agreement.

19. Restraint

(a) During the term of this agreement and for a period of nine months following the termination of the employment (Restraint Period), the Executive must not directly or indirectly (whether on his own account or for the benefit of any other party):
- (i) solicit away or induce or endeavour to solicit away or induce, any employee, officer, or consultant of the Company or any Affiliate to terminate their employment or cease offering their services to the Company or any Affiliate;
- (ii) solicit away or induce or endeavour to solicit away or induce from the Company or any Affiliate the business or services of any person, firm, company or organisation who, or which, was a customer, supplier, joint venturer or partner (including those persons who were in the process of being engaged as a customer, supplier, joint venturer or partner) of the Company or any Affiliate with whom the Executive had any dealings with while an employee of the Company in the 12 months prior to termination of employment.
- (iii) provide any services to any person, firm, company or organisation who, or which, was a customer of the Company or any Affiliate with

whom the Executive had any dealings with while an employee of the Company in the 12 months prior to termination of employment;

(iv) interfere with or disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company or any Affiliate and any of their customers, suppliers, referrers, joint venturers or partners;
(v) engage in any business or activity which is the same as, similar to or in competition with the whole or any material part or parts of the Business; and
(vi) directly or indirectly assist any person to, or procure any person to, do any of the acts or things referred to in this clause 19(a).
(b) The covenants and restraints in clause 19(a) apply as if they consist of several separate, independent and cumulative covenants and restraints consisting of each of clauses 19(a)(i) to 19(a)(vi) inclusive.
(c) The Executive acknowledges that substantial and valuable consideration has been received by the Executive for each separate covenant and restraint in clause 19(a), including the Executive's employment, the Annual Base Salary and any other benefits that the Executive is entitled to under this agreement.

20. Employment Policies

(a) The Executive agrees to comply with the Company's policies and procedures (Employment Policies), as amended or introduced from time.
(b) To the extent that the contents of any Employment Policy refer to obligations on the Company, the Executive agrees that they are guides only and are not contractual terms, conditions or representations on which the Executive may rely.
(c) If any Employment Policy is inconsistent with this agreement, the provisions of this agreement will prevail (except where the Employment Policy is consistent with applicable law that may not be varied or contracted out of).

21. Non-Smoking Policy

The Company operates a smoke-free work place policy and it is a condition of employment that smoking does not occur on Company premises (other than in designated areas) or in Company vehicles at any time.

22. Survival of Obligations

The obligations of the Executive contained in this agreement which are intended to survive its termination, will continue in force for the benefit of the Company.

23. Relationship of the Parties

The parties acknowledge that this agreement is intended as a contract of service and to create the relationship of employer and employee and not another relationship and, in particular, not the relationship of principal and contractor or the relationship of partnership.

24. Variation

Any variation of this agreement must be in writing signed by the parties.

25. Governing Law and Jurisdiction

This agreement is governed by the laws of New South Wales and both parties submit to the exclusive jurisdiction of the courts of that State.

26. Prohibition and Enforceability

(a) Any provision, or the application of a provision, of this agreement which is prohibited in a jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
(b) Any provision, or the application of a provision, of this agreement which is void, illegal or unenforceable in a jurisdiction does not affect the validity, legality or enforceability of that provision in another jurisdiction or of the remaining provisions in that or any other jurisdiction.

27. Waivers

(a) Waiver of a breach or a right of election arising from a breach of this agreement must be in writing and signed by the party granting the waiver.
(b) A breach or a right of election arising from a breach of this agreement is not waived by a failure to or delay in exercise, or partial exercise, of that right of election or another right.

28. Disclosure of Terms

The Executive acknowledges that the terms of this agreement and the Executive's remuneration may be disclosed by the Company to ASX or otherwise in any manner required by the Corporations Act.

29. Entire Agreement

This agreement contains the entire agreement between the Company and the Executive and any previous understanding, agreement or representation relating to the subject matter of this agreement is of no further effect.

Schedule 1 – Duties

Chief Executive Officer (CEO)

Reporting: The CEO reports to the Board which will delegate its authority to the Chairman for the purpose of the CEO receiving regular instruction and feedback.

Roles: The principal role of the CEO is to:

(a) manage on a day to day basis the operation of the Group in accordance with the business model approved by the Board;
(b) strive to achieve profitable trading for the Group within budget guidelines as established by the Board;
(c) ensure that the Company meets all requirements of ASIC and the ASX particularly with respect to the laws governing solvency;
(d) ensure that the Company meets all reporting requirements under the law and under the ASX Listing Rules;
(e) develop and implement a succession plan for all key staff; and
(f) develop and implement a succession plan for the CEO through consultation with the Board and the Nomination and Remuneration Committee.

Goals:

(a) Professional ongoing management of the day to day operational affairs of the Group.
(b) Implement the current business plan and monitor its success or otherwise.
(c) Make recommendations to the Board for adaption and change of the current business plan having regard to the next five (5) years of anticipated business experience.

Executed as an agreement

Executed by HGL Limited (ACN 009 657 961) in accordance with Section 127 of the Corporations Act 2001 (Cth): ) ) )

Signature of authorised person		Signature of authorised person
Office held		Office held
Name of authorised person(BLOCK LETTERS)		Name of authorised person(BLOCK LETTERS)
Signedby Henrik Thorupin the presenceof:	))
		Henrik Thorup

Signature of Witness

Name of Witness (BLOCK LETTERS)