HGL Retail Offer Booklet 17 April 2020 final

HGL Limited

ACN 009 657 961

ASX: HNG

IF YOU ARE AN ELIGIBLE RETAIL SHAREHOLDER, THIS IS AN IMPORTANT DOCUMENT THAT REQUIRES YOUR IMMEDIATE ATTENTION. THIS OFFER DOCUMENT SHOULD BE READ IN ITS ENTIRETY BEFORE DECIDING WHETHER TO APPLY FOR THE NEW SHARES OR ADDITIONAL NEW SHARES. IF YOU HAVE ANY QUESTIONS OR DO NOT UNDERSTAND THE OFFER DOCUMENT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER

Retail Entitlement Offer Booklet

A five for sixteen pro-rata non-renounceable entitlement offer of HGL Limited (HGL or Company) ordinary shares (New Shares) at an offer price of $0.20 per New Share (Offer Price) to raise approximately $3.884 million (before costs) (Retail Entitlement Offer).

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 1 May 2020 (unless extended).

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important Notices

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Defined terms used in these important notices have the meaning given in this Retail Offer Booklet.

Future performance and forward looking statements

This Retail Offer Booklet contains certain “forward looking statements” and comments about future matters. Forward looking statements can generally be identified by the use of forward looking words such as “expect”, “anticipate”, “likely”, “intend”, “propose”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance”, and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Any such statements, opinions and estimates in this Retail Offer Booklet speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward looking statements contained in this Retail Offer Booklet are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of HGL, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the “Key Risks” section included in Section 4 of this Retail Offer Booklet for a non-exhaustive summary of certain general and specific risk factors that may affect HGL. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the key risk factors included in Section 4 of this Retail Offer Booklet. Investors should consider the forward looking statements contained in this Retail Offer Booklet in light of those risks and disclosures.

The forward looking statements are based on information available to HGL as at the date of this Retail Offer Booklet. Except as required by law or regulation (including the ASX Listing Rules), HGL has no obligation to supplement, revise or update any forward looking statements, regardless of whether new information, future events or results or other factors affect the information contained in this Retail Offer Booklet.

Past performance

Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future HGL performance including future share price performance.

No representation other than in this Retail Offer Booklet

No person is authorised to provide any information or to make any representation in connection with the Retail Entitlement Offer that is not contained in this Retail Offer Booklet. Any information or representation not contained in this Retail Offer Booklet may not be relied upon as having been authorised by HGL.

Not investment advice

This Retail Offer Booklet does not provide investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read this Retail Offer Booklet in full before deciding to invest in New Shares and any Additional New Shares and consider the risks that could affect the performance of New Shares and Additional New Shares.

Jurisdictions

The information in this Retail Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements, the New Shares, any Additional New Shares, or otherwise permit a public offering of the New Shares or any Additional New Shares. See the foreign selling restrictions set out in the “Selling Restrictions” section included in Section 5.17 of this Retail Offer Booklet for more information. The Entitlements, the New Shares and any Additional New Shares have not been and will not be, registered under the US Securities Act 1933 (US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

References to “you” and “your Entitlement”

In this Retail Offer Booklet, references to “you” are references to Eligible Retail Shareholders and references to “your Entitlement” (or “your Entitlement and Acceptance Form”) are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders.

Times and dates

Times and dates in this Retail Offer Booklet are indicative only and subject to change. All times and dates refer to the time in Sydney, Australia. Refer to the “Key Dates” section of this Retail Offer Booklet on page 5, for more details.

Currency

Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).

HGL Retail Offer Booklet 17 April 2020 final

Trading New Shares

HGL will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares or any Additional New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by HGL or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares or any Additional New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt, as to these matters you should first consult with your stockbroker, accountant or other professional adviser.

Table of Contents

Key Dates for the Entitlement Offer ... 5
Letter from the Chair ... 6
1 Summary of Options Available to You ... 9
2 Offer Details & How to Apply ... 9
3 ASX Announcements ... 17
4 Key Risks ... 25
5 Important Information ... 28
6 Glossary ... 37
7 Corporate Directory ... 39

HGL Retail Offer Booklet 17 April 2020 final

Key Dates for the Entitlement Offer

Event	Date
Announcement of the Entitlement Offer	14 April 2020
Launch of Entitlement Offer and results of Accelerated Entitlement Offer announced	17 April 2020
Record Date for the Retail Entitlement Offer	7.00pm (Sydney time)
21 April 2020
New Shares offered under the Accelerated Entitlement Offer are issued and commence trading on ASX on a normal settlement basis	22 April 2020
Retail Offer Booklet dispatched, Retail Entitlement Offer opens	22 April 2020
Retail Entitlement Offer closes	5.00pm (Sydney time)
1 May 2020
Announcement of results of Retail Entitlement Offer	5 May 2020
Issue of New Shares (and any Additional New Shares) under the Retail Entitlement Offer	Before 12pm 7 May 2020
Trading of New Shares (and any Additional New Shares) under the Retail Entitlement Offer	8 May 2020

The timetable above is indicative only and may be subject to change. HGL reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, HGL reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares (and any Additional New Shares).

The commencement of quotation of New Shares (and any Additional New Shares) is subject to confirmation from ASX.

Cooling off rights do not apply to an investment in New Shares or any Additional New Shares. You cannot withdraw your application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.

HGL Retail Offer Booklet 17 April 2020 final

Letter from the Chair

17 April 2020

Dear Shareholder,

HGL Limited (ASX: HNG) – Retail Entitlement Offer

On behalf of the Board of HGL Limited, I am pleased to invite you to participate in a five for sixteen pro-rata non-renounceable entitlement offer of New Shares at an Offer Price of $0.20 per New Share to raise approximately $3.884 million (before costs).

As announced to the ASX on 14 April 2020, this Entitlement Offer replaces the now terminated original offer announced on 30 January 2020 and launched on 5 March 2020 (Original Offer). The offer price and offer metrics of the Original Offer were considered no longer appropriate given the impact on financial markets, including on HGL and its share price, from the events linked to the COVID-19 global pandemic.

The proceeds from the Entitlement Offer, less costs, will be used to repay shareholder loans and to replenish general working capital which had been used to make various investments over the last couple of years. The capital raising will also assist the business to continue to trade through the impacts of COVID-19.

We trust that the pricing of the current offer now at a 20% discount to the Original Offer and a 1.7 cents discount to the volume weighted average price of 21.7 cents for the 24 days over which the shares have traded since the announcement of the Original Offer up to 9 April 2020, being the last business day before the announcement of the New Entitlement Offer, will be attractive to encourage all shareholders to participate.

Entitlement Offer

The Entitlement Offer is being structured as an accelerated non-renounceable entitlement offer comprising an accelerated offer for the two largest substantial shareholder groups (Accelerated Entitlement Offer), and a retail offer for all remaining shareholders (Retail Entitlement Offer).

HGL announced to the ASX on 17 April 2020, that the Accelerated Entitlement Offer was fully subscribed and raised $2.07M, representing approximately 53.3% of total entitlements available under the Entitlement Offer. If the Retail Entitlement Offer was fully subscribed, it would raise approximately $3.884M.

Under the Retail Entitlement Offer, Eligible Retail Shareholders are entitled to subscribe for five New Shares at the Offer Price for every sixteen fully paid ordinary Shares held at 7:00pm (Sydney time) on the Record Date of 21 April 2020.

I am pleased to advise that all HGL Limited Directors currently intend to participate for their pro-rata share of the Entitlement Offer under the Retail Entitlement Offer.

Eligible Retail Shareholders may also apply for additional New Shares in excess of their Entitlement (Additional New Shares) at the same Offer Price of $0.20 per New Share, under the Overallotment Facility. The Overallotment Facility provides an opportunity for Eligible Retail Shareholders to apply for Additional New Shares. For more information on the Overallotment Facility, see Section 2.5 of this Retail Offer Booklet. Related parties including Directors of HGL and members of the two largest substantial shareholder groupings cannot apply for Additional New Shares.

New Shares and any Additional New Shares will rank equally with existing Shares in all respects from the date of their quotation.

HGL Retail Offer Booklet 17 April 2020 final

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 1 May 2020 (unless extended).

Retail Offer Booklet

This Retail Offer Booklet contains important information about the Retail Entitlement Offer, including:

Key Dates
Summary of Options Available to You
Offer Details & How to Apply for New Shares (and Additional New Shares) under the Retail Entitlement Offer
Copies of ASX Announcements that have been made by HGL in relation to the Entitlement Offer
Key Risks that potential investors should have regard to in deciding whether to make an investment under the Retail Entitlement Offer
Important Information that you should carefully consider, before deciding whether to participate in the Retail Entitlement Offer
Entitlement and Acceptance Form
Glossary of defined terms

Taking up your Entitlement

To participate in the Retail Entitlement Offer, you need to ensure that your personalised Entitlement and Acceptance Form is completed in accordance with the instructions provided on the form and the instructions in this Retail Offer Booklet under "Offer Details & How to Apply". You may also apply for Additional New Shares under the Overallotment Facility using the Entitlement and Acceptance Form.

To participate, you must ensure that you have completed your application by paying Application Monies by BPAY® before 5:00pm (Sydney time) on 1 May 2020 or by lodging your completed Entitlement and Acceptance Form with your Application Monies paid by cheque or bank draft, so that they are received by the Share Registry before 5:00pm (Sydney time) on 1 May 2020.

Shareholders who paid application monies towards the Original Offer may apply some or all of these funds to the current Entitlement Offer, together with any additional Application Monies, if they so elect. Shareholders can undertake this either in the Entitlement and Acceptance Form to be mailed to all eligible retail shareholders for the current Entitlement Offer, or alternatively by contact with the Share Registry. Any application monies under the Original Offer not applied towards the current Entitlement Offer will be returned on close of the current Entitlement Offer, or sooner by contact with the Share Registry (contact details for which can be found at the end of this Retail Offer Booklet).

If you do not wish to take up any of your Entitlement, you do not have to take any action.

Further information and application instructions

Further details of the Retail Entitlement Offer, as well as the key risks associated with investing in the Retail Entitlement Offer are set out in this Retail Offer Booklet (refer to the "Key Risks" included in Section 4 of this Retail Offer Booklet) which you should read carefully and in its entirety.

You should consult your stockbroker, accountant, or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

If you have any questions about the Retail Entitlement Offer, please call the HGL Retail Offer information line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and

HGL Retail Offer Booklet 17 April 2020 final

5.00pm (Sydney time) or visit the HGL Entitlement Offer website at https://HGLEntitlementOffer.thereachagency.com.

On behalf of the Board of Directors and management team of HGL Limited, I invite you to consider this investment opportunity and thank you for your continued support.

Yours faithfully,

The Hon. Helen Coonan
Chair

HGL Retail Offer Booklet 17 April 2020 final

1 Summary of Options Available to You

If you are an Eligible Retail Shareholder (see Section 5.1), you may take any of the following steps:

take up all or part of your Entitlement (see Section 2.4.1).
take up all of your Entitlement and apply for Additional New Shares under the Overallotment Facility (see Section 2.4.2);
apply application monies paid under the Original Offer to the current Entitlement Offer (see Section 2.4.3); or
do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements (see Section 2.4.4).

Further information is provided below.

2 Offer Details & How to Apply

2.1 Overview of the Retail Entitlement Offer

HGL intends to raise approximately $3.884 million under the Entitlement Offer, comprising an Accelerated Entitlement Offer for the two largest substantial shareholder groups (which has now closed and was fully subscribed) and a Retail Entitlement Offer for all remaining shareholders. This Entitlement Offer replaces the original entitlement offer which was launched on 5 March 2020 and subsequently terminated on 14 April 2020 (Original Offer).

Under the Retail Entitlement Offer, Eligible Retail Shareholders are being offered the opportunity to purchase five New Shares for every sixteen existing Shares held as at the Record Date of 7.00pm (Sydney time) on 21 April 2020, at the Offer Price of $0.20 per New Share. The Offer Price represents a 20% discount to the Original Offer price and a 1.7 cent discount to the volume weighted average price of HGL's shares of 21.7 cents, for the 24 days over which the shares have traded since the announcement of the Original Offer on 30 January 2020, up to 9 April 2020, being the day before the current Entitlement Offer was announced.

The Retail Entitlement Offer provides Eligible Retail Shareholders with the opportunity to take up all or part of their Entitlement. Entitlements under the Retail Entitlement Offer are non-renounceable. Eligible Retail Shareholders who take up all of their Entitlement can also apply for Additional New Shares under the Overallotment Facility.

Based on the number of Shares on issue as at the date of the Entitlement Offer, up to 19,421,746 New Shares (subject to rounding) will be offered under the Entitlement Offer. This comprises 10,349,331 shares now fully subscribed under the Accelerated Entitlement Offer and a further 9,072,415 shares offered under the Retail Entitlement Offer.

You have a number of decisions to make in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.

The Retail Entitlement Offer opens on 22 April 2020 and will close at 5.00pm (Sydney time) on 1 May 2020 (unless extended).

All HGL Limited Directors with direct or indirect shareholdings have confirmed their current intention to participate fully in the pro rata Entitlement Offer.

Further details on the Retail Entitlement Offer are set out below.

2.2 Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and calculated based on five New Shares for every sixteen existing Shares you hold as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New Shares.

If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

New Shares and any Additional New Shares issued under the Entitlement Offer will be fully paid and rank equally in all respects with existing Shares.

2.3 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances

The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares and any Additional New Shares under the Retail Entitlement Offer.

As a result, it is important for you to read carefully and understand the information on HGL and the Retail Entitlement Offer that has been made publicly available, prior to deciding whether to take up all or part of your Entitlement, apply for any Additional New Shares, or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements made available on the ASX website relating to HGL.

Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer. You should also refer to the "Key Risks" section included in Section 4 of this Retail Offer Booklet.

2.4 Options available to you

2.4.1 If you wish to take up all or part of your Entitlement

If you wish to take up all or part of your Entitlement, please either:

complete and return the personalised Entitlement and Acceptance Form (indicating the number of New Shares) with the requisite Application Monies; or
pay your Application Monies via BPAY® by following the instructions set out on the personalised Entitlement and Acceptance Form,

in each case, by no later than 5.00pm (Sydney time) on 1 May 2020.

HGL will treat you as applying for as many New Shares as your payment will pay for in full. If you are paying by BPAY®, please make sure to use the specific biller code and unique reference number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the reference number specific to the Entitlement on that Entitlement and Acceptance Form. That is, where you hold your Shares in more than one account, and you intend to participate in the Retail Entitlement Offer, you will need to make multiple payments that each match the details of your various Entitlements (which will have been calculated on an account by account basis).

HGL Retail Offer Booklet 17 April 2020 final

If you take up and pay for all of your Entitlement before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares on 7 May 2020.

The Company's decision on the number of New Shares to be issued to you will be final.

HGL also reserves the right (in its absolute discretion) to reduce the number of New Shares issued if the Company believes an applicant's claim to be overstated or if an applicant or their nominees or custodians fail to provide information to substantiate their claims to the Company's satisfaction.

2.4.2 If you wish to take up all of your Entitlement and apply for Additional New Shares

If you wish to take up all of your Entitlement and apply for Additional New Shares, please either:

complete and return the personalised Entitlement and Acceptance Form (indicating the number of New Shares and Additional New Shares) with the requisite Application Monies; or
pay your Application Monies via BPAY® by following the instructions set out on the personalised Entitlement and Acceptance Form,

in each case, by no later than 5.00pm (Sydney time) on 1 May 2020.

HGL will treat you as applying for as many New Shares and Additional New Shares as your payment will pay for in full.

Additional New Shares will only be available to the extent that there are Entitlements which are not taken up by other Eligible Retail Shareholders. For further details on the allocation of any Additional New Shares, please see Section 2.5.

If you take up and pay for all of your Entitlement (and apply and pay for your Additional New Shares) before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares and any Additional New Shares on 7 May 2020.

2.4.3 If you wish to apply application monies paid under the Original Offer to the current Entitlement Offer

Shareholders who paid application monies towards the Original Offer may apply some or all of these funds to the current Entitlement Offer, together with any additional monies, if they so elect. Shareholders can confirm this either in the Entitlement and Acceptance Form to be mailed to all eligible retail shareholders for the Retail Entitlement Offer, or alternatively by contact with the Share Registry (contact details for which can be found at the end of this Retail Offer Booklet). Any application monies under the Original Offer not applied towards the Retail Entitlement Offer will be returned on close of the Retail Entitlement Offer, or sooner by contacting the Share Registry.

2.4.4 If you wish to do nothing, your Entitlement will lapse and you will receive no value for those lapsed Entitlements

The Retail Entitlement Offer is non-renounceable. If you take no action you will not be allocated New Shares and your Entitlement will lapse. Shareholders who do not take up their Entitlements will not receive any payment or value for those Entitlements they do not take up.

Eligible Retail Shareholders who do not participate fully in the Retail Entitlement Offer will have their percentage holding in HGL diluted.

HGL Retail Offer Booklet 17 April 2020 final

2.5 Overallotment Facility

The Directors of HGL reserve the right to issue all or part of the shortfall from New Shares that relate to Entitlements which have not been taken up under the Retail Entitlement Offer in their absolute discretion (subject to the Corporations Act and the ASX Listing Rules) through an Overallotment Facility of Additional New Shares. Eligible Retail Shareholders may therefore apply for Additional New Shares in excess of their Entitlement at the same Offer Price of $0.20 per New Share under the Overallotment Facility.

Additional New Shares will be drawn from New Shares that relate to Entitlements which have not been taken up under the Retail Entitlement Offer. There is no guarantee regarding the number of Additional New Shares (if any) that will be made available to Eligible Retail Shareholders under the Overallotment Facility, in addition to their Entitlement under the Retail Entitlement Offer.

An Eligible Retail Shareholder will not be issued any Additional New Shares under the Overallotment Facility if the issue of such Additional New Shares would cause HGL or that Eligible Retail Shareholder to breach any applicable law, including Section 606 of the Corporations Act. Related parties, which include Directors of HGL and members of the two largest substantial shareholder groups will not be entitled to participate in the Overallotment Facility.

Decisions regarding the operation of the Overallotment Facility, including the acceptance of an application for Additional New Shares, and the allocation and the issue of any Additional New Shares, will be made by the Directors in their absolute discretion.

2.6 Ineligible Retail Shareholders

All retail Shareholders who are not Eligible Retail Shareholders are Ineligible Retail Shareholders. Ineligible Retail Shareholders will not be entitled to participate in the Retail Entitlement Offer.

HGL has determined that it is unreasonable to make offers under the Retail Entitlement Offer to shareholders who have registered addresses outside Australia, New Zealand, the United Kingdom (as described in the "Selling Restrictions" section included in Section 5.17 of this Retail Offer Booklet) and certain other foreign jurisdictions determined by the Directors, having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places.

HGL reserves the right (in its absolute discretion) to extend the Retail Entitlement Offer to shareholders who have registered addresses outside of the above jurisdictions in accordance with applicable law.

HGL has obtained modification of Section 611 item 10(b) of the Corporations Act that means it is not required to comply with the provisions of Section 615 of the Corporations Act and appoint a nominee to sell New Shares on behalf of Ineligible Retail Shareholders.

2.7 Payment

You can pay in the following ways:

by BPAY®; or
by cheque or bank draft.

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

HGL will treat you as applying for as many New Shares (up to your Entitlement) or Additional New Shares as your payment will pay for in full.

Any Application Monies received for more than your final allocation of New Shares and any Additional New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.

2.7.1 Payment by BPAY®

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

If you are paying by BPAY®, please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your application will not be recognised as valid.

Please note that should you choose to pay by BPAY®:

you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than 5.00pm (Sydney time) on 1 May 2020. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.

2.7.2 Payment by cheque or bank draft

For payment by cheque or bank draft, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque or bank draft in Australian currency for the amount of the Application Monies, payable to "HGL Limited" and crossed "Not Negotiable".

Your cheque or bank draft must be:

for an amount equal to $0.20 multiplied by the number of New Shares and any Additional New 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 Monies, as your cheque will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares and any Additional New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares and any Additional New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares and any Additional New

HGL Retail Offer Booklet 17 April 2020 final

Shares on your personalised Entitlement and Acceptance Form). Alternatively, HGL reserves the right to consider void any applications where cheques do not clear, and your application may not be accepted.

2.8 Mail

To participate in the Retail Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, being 5.00pm (Sydney time) on 1 May 2020. If you make payment via cheque or bank draft, you should mail your completed personalised Entitlement and Acceptance Form together with Application Monies to:

Mailing Address

HGL Limited – Entitlement Offer
C/- Computershare Investor Services Pty Limited
GPO Box 52
Melbourne VIC 3001

Personalised Entitlement and Acceptance Forms and Application Monies will not be accepted at other offices of the Share Registry or if mailed to the Company's registered or corporate offices.

2.9 Representations by acceptance

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY®, you will be deemed to have represented to HGL that you are an Eligible Retail Shareholder and:

acknowledge that you have read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet (including Section 5.1), and HGL's Constitution;
authorise HGL to register you as the holder(s) of New Shares and any Additional New Shares allotted to you;
declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
acknowledge that once HGL receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPAY®, you may not withdraw your application or funds provided except as permitted by law;
agree to apply for and be issued up to the number of New Shares and any Additional New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY®;
authorise HGL, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares and any Additional New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;

HGL Retail Offer Booklet 17 April 2020 final

acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares and any Additional New Shares are suitable for you given your investment objectives, financial situation or particular needs;
acknowledge that this Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in HGL and is given in the context of HGL's past and ongoing continuous disclosure announcements to the ASX;
acknowledge (and have read) the statement of risks included in Section 4 of this Retail Offer Booklet, and acknowledge that investments in HGL are subject to risk;
acknowledge that none of HGL or its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of HGL, nor do they guarantee the repayment of capital or the payment of future dividends;
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and, should you choose to do so, the Overallotment Facility, and of your holding of Shares on the Record Date;
authorise HGL to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
represent and warrant (for the benefit of HGL and its related bodies corporate and affiliates) that you are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares or Additional New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
represent and warrant that you, and each person on whose account you are acting, are not in the United States;
you, and each person on whose account you are acting, understand and acknowledge that neither the New Shares nor the Additional New Shares have been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and accordingly, the Entitlements may not be taken up, and the New Shares and Additional New Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
you have not and you will not send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any person in the United States;
if in the future you decide to sell or otherwise transfer the New Shares or any Additional New Shares, you will only do so in transactions exempt from, or not subject to, the registration requirements of the US Securities Act. Notwithstanding the foregoing, after quotation and the commencement of trading of the New Shares and any Additional New Shares, you may sell such New Shares or Additional New Shares in regular on-market transactions on the ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that purchaser is, a person in the United States; and

HGL Retail Offer Booklet 17 April 2020 final

if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia, New Zealand, the United Kingdom or such other country that does not prohibit the beneficial holder from being given this Retail Offer Booklet or the personalised Entitlement and Acceptance Form, or prohibit the beneficial holder from making an application for New Shares or Additional New Shares and is not in the United States, and you have not sent this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Retail Entitlement Offer to any such person.

2.10 Enquiries

If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact HGL on 1300 850 505 (inside Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Sydney time) during the Retail Entitlement Offer period. Alternatively, you can access information about the Retail Entitlement Offer online at www.asx.com.au or at https://HGLEntitlementOffer.thereachagency.com. If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.

HGL Retail Offer Booklet 17 April 2020 final

3 ASX Announcements

17 April 2020

Company Announcements Office
Australian Securities Exchange
Authorised for immediate release

Lever 2
66-72 Mabelke Road
Worcester Park
NSN 2113 Australia
www.ligicam.com
P +612 8067 4060
F +612 8067 4090
HGL Limited
sbn 20 800 617 881

HGL

ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER AND HEAD OFFICE REMUNERATION CHANGES

Launch of New Accelerated Non-Renounceable Entitlement Offer

HGL Limited ACN 009 657 961 (ASX: HNG) (HGL) announces the formal launch of a 5 for 16 accelerated pro-rata non-renounceable entitlement offer of new shares at an offer price of $0.20 per new share (New Entitlement Offer), first announced on 14 April 2020.

The New Entitlement Offer replaces the original offer which was a 1 for 4 entitlement offer at $0.25 per new share first announced on 30 January 2020 and terminated on 14 March 2020 (Original Offer).

The New Entitlement Offer comprises an Accelerated Entitlement Offer for the two largest substantial shareholder groupings representing 53.3% of HGL’s current shares and a Retail Entitlement Offer for remaining shareholders as at the record date for the issue.

The Offer Price for the New Entitlement Offer represents a 20% reduction to the offer price in the Original Offer and a 1.7 cent discount to the volume weighted average price of HGL’s shares of 21.7 cents, for the 24 days over which the shares have traded since the announcement of the Original Offer on 30 January 2020, up to 9 April 2020, being the last business day before the announcement of the New Entitlement Offer.

The proceeds from the New Entitlement Offer, less costs, will be used to repay the shareholder loans announced on 30 January 2020 and to replenish general working capital. The capital raising will also assist the business to continue to trade through the impacts of COVID-19.

Details of the results of the Accelerated Entitlement Offer

HGL is pleased to confirm the successful completion of the accelerated component of the New Entitlement Offer (Accelerated Entitlement Offer), under which the two largest substantial shareholder groupings subscribed for their full 53.3% pro-rata entitlements, resulting in the issue of 10,349,331 shares, raising $2.070M. New shares issued under the Accelerated Entitlement Offer will rank equally with existing shares and are expected to be issued on 22 April 2020. Trading will commence on a normal settlement basis on the Australian Securities Exchange (ASX) on the same day. Following the issue of new shares under the Accelerated Entitlement Offer, the two largest substantial shareholder groupings together will account for 60.0% of HGL’s issued shares.

HGL Retail Offer Booklet 17 April 2020 final

HGL
Retail Offer Booklet 17 April 2020 final

Details of commencement of the Retail Entitlement Offer

The retail component of the New Entitlement Offer (Retail Entitlement Offer) first announced on 14 April 2020 seeks to raise a further $1.81M through a 5 for 16 pro-rata non-renounceable entitlement offer of 9,072,415 new shares at an offer price of $0.20 per new share.

The New Entitlement Offer is non-renounceable and therefore entitlements are not tradeable on the ASX or any other exchange, or otherwise transferable. This means that existing retail shareholders who do not take up their entitlement will not receive any value for their entitlement, and their proportionate interest in HGL will be diluted. Eligible retail shareholders may also apply for additional new shares (Additional New Shares) under an Overallotment Facility.

The Retail Entitlement Offer is open to all eligible retail shareholders on the record date of 7.00pm 21 April 2020 who have a registered address within Australia, New Zealand and the United Kingdom (or other jurisdictions as agreed by the Company). Eligible retail shareholders will receive a Retail Offer Booklet with more details, including the timetable and the terms and conditions under which eligible retail shareholders may apply under the Retail Entitlement Offer. The Retail Offer Booklet will also be available on the ASX website and the Offer website at https://HGLEntitlementOffer.thereachagency.com.

Shareholders who paid application monies towards the Original Offer may apply some or all of these funds to the current Entitlement Offer, together with any additional application monies, if they so elect. Shareholders can confirm this either in the Entitlement and Acceptance Form to be mailed to all eligible retail shareholders for the New Entitlement Offer, or alternatively by contacting the Share Registry. Any application monies under the Original Offer not applied towards the New Entitlement Offer will be returned on close of the New Entitlement Offer, or sooner by contacting the Share Registry.

All HGL Limited Directors with direct or indirect shareholdings have also confirmed they intend to participate fully in the pro rata Retail Entitlement Offer. The two largest substantial shareholder groups and Directors of HGL are unable however to participate in the Overallotment Facility.

HGL's board and management encourage all shareholders to participate in the Retail Entitlement Offer, after considering the contents of the Retail Offer Booklet.

New Entitlement Offer Timetable

The indicative timetable for the New Entitlement Offer is as follows:

Click to pan around the document

Event	Date
Announcement of the New Entitlement Offer	14 April 2020
Launch of New Entitlement Offer and results of Accelerated Entitlement Offer announced	17 April 2020
Record Date for the Retail Entitlement Offer	7.00pm (Sydney time)
21 April 2020
New Shares under the Accelerated Entitlement Offer are issued and commence trading on ASX on a normal settlement basis	22 April 2020
Retail Offer Booklet dispatched, Retail Entitlement Offer opens	22 April 2020
Retail Entitlement Offer closes	5.00pm (Sydney time)
1 May 2020
Announcement of results of Retail Entitlement Offer	5 May 2020
Issue of New Shares (and any Additional New Shares) under the Retail Entitlement Offer	Before 12.00pm 7 May 2020
Trading of New Shares (and any Additional New Shares) under the Retail Entitlement Offer	8 May 2020

Head Office Remuneration Changes

HGL Ltd advises that all Directors and employees of the Parent Company (including HGL Ltd CEO and CFO) have each taken a 20% reduction in Directors fees or base salary, respectively, from 1 April 2020. This reduction will continue until at least 30 June 2020 subject to review by the board of COVID-19 impacts on the group.

Further Information

Please refer to the Retail Offer Booklet for further details relating to the Retail Entitlement Offer.

For more information, please contact:

Investor queries, including offer details:

Other HGL queries:

Offer information line

Greg Timar

1300 850 505 (in Australia)

CEO

+61 3 9415 4000 (from overseas)

02 8667 4661

HGL Retail Offer Booklet 17 April 2020 final

HGL
HGL Retail Offer Booklet 17 April 2020 final

About HGL Ltd

HGL is an investment company which invests in small to medium size businesses with a sustainable competitive advantage and strong growth prospects, providing them with specialist business management skills and equity capital to leverage these growth opportunities. Our core purpose is to create shareholder value through active long-term ownership in our portfolio businesses, driving sustainable growth through a strong focus on customers and employees.

www.hgl.com.au Not for distribution or release in the United States

This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)). The announcement is not and should not be considered an offer or an invitation to acquire entitlements or New Shares or any other financial products.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The entitlements and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements or the New Shares may not be granted to, taken up by, or offered or sold to, directly or indirectly, any person in the United States, or any person acting for the account or benefit of a person in the United States, except pursuant to a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable state securities laws. The distribution of this announcement in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Forward looking statements

This announcement contains certain "forward looking statements". Forward looking statements can generally be identified by the use of forward looking words such as, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "target" "outlook", "guidance" and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of HGL, the outcome and effects of the Entitlement Offer and the use of proceeds. The forward looking statements contained in this announcement are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of HGL, its directors and management, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the "Key Risks" section of the Retail Offer Booklet for a summary of certain general and HGL specific risk factors that may affect HGL or an investment in HGL. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in the Retail Offer Booklet. Investors should consider the forward looking statements contained in this announcement in light of those disclosures. The forward looking statements are based on information available to HGL as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), HGL undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Level 2
08-72 Malisha Road
Wampers Park
RAN 2911 Australia
www.ihg.com.au
P +612 8667 4690
F +612 8667 4690
HGL Limited
JAN 28 2020 017 001
HGL

14 April 2020

Company Announcements Office
Australian Securities Exchange
Authorised for immediate release

TERMINATION OF EXISTING ENTITLEMENT OFFER, ANNOUNCEMENT OF A PROPOSED NEW ACCELERATED PRO-RATA NON-RENOUNCABLE ENTITLEMENT OFFER WITH SUPPORT OF SUBSTANTIAL SHAREHOLDERS AND TRADING UPDATE FOR IMPACT OF COVID-19

Termination of existing Entitlement Offer

HGL Limited ACN 009 657 961 (ASX: HNG) (HGL) today announces that it is immediately terminating its 1 for 4 entitlement offer at $0.25 per new share first announced on 30 January 2020 and launched on 5 March 2020 (the Original Offer), which was intending to raise approximately $3.884 million (before costs). The board of HGL noted that the price and metrics of this offer were considered no longer appropriate, given the impact on financial markets, including on HGL and its share price, from the events linked to the COVID-19 global pandemic.

Details of the proposed new Entitlement Offer

In lieu of the Original Offer, HGL Limited announces that it is seeking to raise approximately $3.884 million (before costs) through a proposed 5 for 16 accelerated pro-rata non-renounceable entitlement offer of new shares at an offer price of $0.20 per new share (Offer Price) (the New Offer).

The proposed New Offer will comprise an Accelerated Entitlement Offer for the two largest substantial shareholder groupings representing 53.3% of HGL’s current shares and a Retail Entitlement Offer for remaining shareholders as at the record date for the issue.

The Offer Price for the proposed New Offer represents a 20% reduction to the offer price in the Original Offer and a 1.7 cent discount to the volume weighted average price of HGL’s shares of 21.7 cents, for the 24 days over which the shares have traded since the announcement of the Original Offer on 30 January 2020, up to 9 April 2020.

The two largest substantial shareholder groupings have confirmed they will accept their full entitlements under the Accelerated Entitlement Offer, which will raise $2.1M.

The proceeds from the proposed New Offer, less costs, will be used to repay the shareholder loans announced on 30 January 2020 and also to replenish general working capital. The capital raising will also assist the business to continue to trade through the impacts of COVID-19.

HGL Retail Offer Booklet 17 April 2020 final

HGL
HGL Retail Offer Booklet 17 April 2020 final

The proposed New Offer is non-renounceable and therefore entitlements are not tradeable on the ASX or any other exchange, or otherwise transferable. This means that existing shareholders who do not take up their entitlement will not receive any value for their entitlement, and their proportionate interest in HGL will be diluted. Eligible retail shareholders may also apply for additional new shares under an Overallotment Facility.

The proposed New Offer, when launched, will be open to all eligible shareholders who have a registered address within Australia, New Zealand and the United Kingdom (or other jurisdictions as agreed by the Company). The launch of the New Offer and its timetable is subject to the usual regulatory approvals from the ASX and ASIC. Upon launch of the New Offer, eligible retail shareholders will receive a Retail Offer Booklet with more details, including the timetable and how to subscribe under the Retail Entitlement Offer, which is expected to occur shortly. The timetable will contain the record date for participation, which will fall after the formal launch of the New Offer.

All HGL Limited Directors with direct or indirect shareholdings have also confirmed they intend to participate fully in the pro rata Retail Entitlement Offer. The substantial shareholder groups and Directors are unable however to participate in the Overallotment Facility.

Subscription funds received by the Company under the Original Offer will be refunded to shareholders unless the relevant shareholder otherwise directs the Company's share registry to apply some or all of the funds subscribed under the Original Offer to the New Offer.

HGL's board and management encourage all shareholders to participate in the Retail Entitlement Offer, after considering the contents of the Retail Offer Booklet.

Trading Update for Impact of COVID-19

Preparation of half yearly reports has commenced, though these are not sufficiently advanced to allow further guidance on consolidated financial results for the first half of this financial year.

The demand for products in each of HGL's businesses are currently being impacted to some extent by government restrictions imposed in our key markets of Australia and New Zealand due to COVID-19 and a general decrease in consumer confidence. This will likely lead to a reduction in year-on-year revenues in each of HGL's businesses.

SPOS, HGL's retail merchandising business, has maintained revenues as a minor drop off in business-as-usual orders has been replaced with specialised protective product sales to its customers;
BLC, our beauty and wellness business and smallest business by revenue, has seen its core spa and salon customer base closed by government direction, although this has been partially offset through an increase in internet-based sales;
JSB, HGL's lighting solutions business, has seen some softening in the market for its products although a number of major projects remain ongoing;
Pegasus, the 70% owned healthcare solutions business, has experienced minimal impact on its rental income, however has seen a decline in over the counter sales of rehab equipment; and

HGL
HGL Retail Offer Booklet 17 April 2020 final

Mountcastle, 45% owned schoolwear, headwear and corporate wear business, including the newly acquired LW Reid, was not materially impacted in the traditional peak “back-to-school” season, although with the majority of students now undertaking home based learning, demand has subsequently slowed.

HGL has now made adjustments in employee and overhead costs across its businesses to reflect the changes in operating conditions. We continue to monitor the impacts on revenues from the pandemic and will make further adjustments to our operating costs where required.

We have registered for the various COVID-19 related government assistance schemes in Australia and New Zealand, and where we qualify the impact could have a material bearing on the financial performance of that business.

Conversations with our landlords across our various businesses has also commenced to seek reductions and a rescheduling of rental payments. We have also sought improved terms from our suppliers.

Due to the uncertainties associated with the impact and duration of COVID-19, we are unable to project financial outcomes for the balance of this financial year with any level of certainty.

For more information, please contact:

Greg Timar
CEO
02 8667 4661

About HGL Ltd

www.hgl.com.au

HGL

Forward looking statements

This announcement contains certain "forward looking statements". Forward looking statements can generally be identified by the use of forward looking words such as, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", "target" "outlook", "guidance" and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of HGL, the outcome and effects of the Entitlement Offer and the use of proceeds. The forward looking statements contained in this announcement are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of HGL, its directors and management, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the "Key Risks" section of the Entitlement Offer Booklet for a summary of certain general and HGL specific risk factors that may affect HGL or an investment in HGL. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in the Entitlement Offer Booklet. Investors should consider the forward looking statements contained in this announcement in light of those disclosures. The forward looking statements are based on information available to HGL as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), HGL undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

HGL Retail Offer Booklet 17 April 2020 final

Key Risks

HGL's business is exposed to a variety of commercial and other risks, all of which have some potential to affect the future profitability of HGL, the market price or value of the Shares and HGL's policy with respect to dividends.

There are specific risks which relate directly to HGL's business. In addition, there are general risks to which any investor in the equity capital markets is exposed, many of which are largely beyond the control of HGL and the Directors.

The purpose of this Section 4 is to outline some of the key risk factors that potential investors should have regard in deciding whether to make an investment in HGL, but is not intended to be an exhaustive list of the risks faced by HGL or its shareholders. This Section 4 has been prepared without taking into account your individual financial objectives, financial situation and needs. New Shares offered under the Offer carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the New Shares.

Unless otherwise indicated by the context, the references to HGL in this Section 4 include HGL's subsidiaries and joint venture operations.

The Directors strongly recommend that potential applicants read this Retail Offer Booklet in its entirety (including this Section 4) and consult their professional advisers before deciding whether to apply for New Shares.

Key Risks

Financing risk - Access to funding for working capital and growth initiatives is important for future growth. Transparent and positive relationships with lenders, low debt levels and utilisation of alternative funding sources will provide mitigation of this risk.

Currency risk - Exposure to foreign currency fluctuations (predominantly USD and Euro) is mitigated through the use of hedging structures and adjusting selling prices for drops in exchange rates on key supply contracts. However certain of our products are only able to recoup impacts of adverse currency movements by adjusting the selling prices of goods in a competitive market, which may impact either sales volumes or margins. Certain contracts also provide fixed pricing for a period of time, such that any movement in foreign exchange rates during this period, will directly impact profitability under those contracts.

Supplier risk - Reliance on a small number of key suppliers is managed through the use of distribution agreements for key suppliers, ongoing development of long-term supplier relationships and the use of complimentary product range brands to decrease percentage contribution from important suppliers.

WH&S risk - The HGL Group is committed to ensuring the work health and safety (WH&S) of its employees, customers and the general public. The Group operates a number of warehouse facilities, some of which involve low levels of manual handling of products. Wherever possible manual handling is reduced or eliminated and training is made available to staff on safety related matters. Due to COVID-19, most of the employees of the group's businesses are now working from home. HGL has not been able to assess the suitability of employees' home environments to undertake work. This may give rise to additional risks.

Novel Coronavirus 2019 (COVID-19) – HGL's businesses are highly reliant on international licenced products sourced from various overseas markets, to be sold principally in its key markets of Australia and New Zealand.

HGL Retail Offer Booklet 17 April 2020 final

We are in regular contact with our suppliers to monitor the impacts from COVID-19 and where possible, prepare contingency plans. A number of our suppliers have indicated that their operations have been adversely affected from the impacts of COVID-19.

Further delays in the ability to ship orders from markets that are or will become impacted by COVID-19, may have various impacts for HGL, including a material amount of deferred sales, or the cancellation, or loss of, expected material orders and as a consequence lost revenue.

A number of HGL’s businesses are also currently being impacted in the demand for its products from government restrictions imposed in our key markets of Australia and New Zealand due to COVID-19 and a general decrease in consumer confidence. This is anticipated to lead to a reduction in year-on-year revenues in certain of HGL’s businesses.

Due to the uncertainties associated with the impact and duration of COVID-19 we are unable to project financial outcomes with any level of certainty.

Retail Entitlement Offer not underwritten – As the Retail Entitlement Offer is not underwritten, HGL may not receive the full amount of the proceeds sought under the Retail Entitlement Offer, its financial position may change and it may need to take other steps to raise capital.

General Risks

Investment in equity capital – There are general risks associated with investments in equity capital. The trading price of HGL's ordinary shares on the ASX may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for the New Shares or Additional New Shares being less or more than the Offer Price. Generally applicable factors which may affect the market price of HGL's ordinary shares include:

general movements in Australian and international stock markets;
investor sentiment;
Australian and international economic conditions and outlook;
changes in interest rates and the rate of inflation;
changes in government regulation and policies or HGL’s failure to satisfy existing legal or regulatory requirements;
announcement of new technologies;
geo-political instability, including international hostilities and acts of terrorism;
operating results of HGL that may vary from expectations of securities analysts and investors;
operating results that may affect the payment of dividends:
changes in market valuations of other similar companies; and
future issues of HGL equity securities.

In particular, the share prices for many companies have in recent times been subject to wide fluctuations, which in many cases may reflect a diverse range of non-company specific influences referred to above, such as the impact of COVID-19, the general state of the economy, investor uncertainty and global hostilities and tensions. Such fluctuations may materially adversely impact the market price of HGL's ordinary shares.

Dilution – If you do not take up all of your entitlements to acquire New Shares under the Retail Entitlement Offer, your percentage shareholding in HGL will be diluted. As a pro-rata offering to all

HGL Retail Offer Booklet 17 April 2020 final

eligible Shareholders, if you participate for your full Entitlement, your percentage shareholding in HGL will not be diluted.

Illiquidity of Shares – Because of the relatively low volume of trading in HGL’s securities, the market price of Shares may fall or be made more volatile. When trading volume is low, significant price movement can be caused by trading in a relatively small number of Shares. There is no guarantee that an active market in the Shares will develop. If trading in the Shares is illiquid, there is a risk that investors will be unable to realise their investment in HGL.

Inability to access capital markets or refinance debt on attractive terms - HGL may require funding or working capital in the future in order to fund its operations. There is no assurance that any such capital or funding will be available on favourable terms or at all and that HGL will be able to comply with the terms of such facilities. If adequate funds are not available, HGL may not be able to achieve its performance targets or respond to competitive pressures.

Taxation implications - Further changes in tax laws, including changes in interpretation or application of those laws by a court or tax authority may affect the tax treatment of an investment in HGL Shares, or the holdings and disposal of shares. Tax consideration may differ between HGL Shareholders. Therefore, prospective investors are encouraged to seek professional tax advice in connection with any investment in HGL Shares.

Accounting standards - Australian accounting standards are set by the Australian Accounting Standards Board (AASB) and are outside HGL’s control. Changes to accounting standards issued by AASB could materially affect the financial performance and position reported in HGL’s financial statements.

Distributions - Any future dividend levels will be determined by the HGL board, having regard to its operating results and financial position (including profitability, cash flow and capital requirements) at the relevant time. There is no guarantee that any dividend will be paid by HGL or, if paid, that they will be paid at previous levels.

General economic risks - The operating and financial performance of HGL is influenced by a variety of general economic and business conditions, including inflation, interest rates and exchange rates, supply and demand, industrial disruption access to debt and capital markets and government fiscal, monetary and regulatory policies. Changes in general economic conditions could adversely impact the operating and financial performance of HGL.

HGL Retail Offer Booklet 17 April 2020 final

5 Important Information

This Retail Offer Booklet and your personalised Entitlement and Acceptance Form (Information) have been prepared by HGL.

This Retail Offer Booklet is dated 17 April 2020 and the information contained herein remains subject to change without notice and, except as required by law or regulation (including the ASX Listing Rules), HGL is not responsible for updating this information.

There may be additional announcements made by HGL after the date of this Retail Offer Booklet and throughout the period that the Retail Entitlement Offer is open that may be relevant to your consideration to apply for New Shares and any Additional New Shares. Therefore, it is prudent that you check whether any further announcements have been made by HGL (by visiting the ASX website at www.asx.com.au) before submitting your application to apply for New Shares and any Additional New Shares.

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

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the key risk factors outlined in the "Key Risks" included in Section 4 of this Retail Offer Booklet, any of which could affect the operating and financial performance of HGL or the value of an investment in HGL.

You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

5.1 Eligible Retail Shareholders

This information contains an offer of New Shares to Eligible Retail Shareholders and has been prepared in accordance with section 708AA of the Corporations Act.

Eligible Retail Shareholders are those persons who:

are registered as a holder of existing Shares as at 7.00pm on the Record Date;
have a registered address on the HGL share register in Australia, New Zealand, the United Kingdom (as described in the "Selling Restrictions" included in Section 5.17 of this Retail Offer Booklet) or certain other foreign jurisdictions determined by the Directors, as at the Record Date;
are not in the United States; and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.

Shareholders who are not Eligible Retail Shareholders are Ineligible Retail Shareholders.

HGL reserves the right to determine whether a shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.

By returning a completed personalised Entitlement and Acceptance Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the criteria

HGL Retail Offer Booklet 17 April 2020 final

listed above to be an Eligible Retail Shareholder. Nominees and custodians are therefore advised to seek independent professional advice as to how to proceed.

HGL has determined that it is unreasonable to make offers under the Retail Entitlement Offer to shareholders who have registered addresses outside Australia, New Zealand, the United Kingdom or certain other foreign jurisdictions determined by the Directors (as described in the "Selling Restrictions" section included in Section 5.17 of this Retail Offer Booklet), having regard to the number of such holders in those places and the number and value of the New Shares that they would be offered, and the cost of complying with the relevant legal and regulatory requirements in those places.

5.2 ASIC Relief

HGL has sought, and received, from ASIC relief to enable the Company and eligible Shareholders to rely on the exemption in item 10 of section 611 of the Corporations Act, notwithstanding that:

the Entitlement Offer will not be extended to all foreign Shareholders and the conditions of the exemption in item 10 of Section 611 of the Corporations Act will therefore not be satisfied in relation to certain foreign Shareholders; and
HGL will not implement the nominee procedure set out in section 615 of the Corporations Act.

5.3 Ranking of New Shares

New Shares and any Additional New Shares issued under the Entitlement Offer will be fully paid and rank equally in all respects with existing Shares. The rights and liabilities attaching to the New Shares are set out in HGL's Constitution.

5.4 Key Risks

You should refer to the "Key Risks" included in Section 4 of this Retail Offer Booklet. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement. You should also consider general risks applicable to all investments in listed securities.

5.5 No cooling off rights

Cooling off rights do not apply to an investment in New Shares and any Additional New Shares. You cannot withdraw your application once it has been accepted.

5.6 No Entitlements trading

Entitlements are non-renounceable and cannot be traded on the ASX or any other exchange, nor can they be privately transferred.

HGL Retail Offer Booklet 17 April 2020 final

5.7 Rounding of Entitlements

Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.

Where fractions arise in the calculation of Additional New Shares for which an Eligible Retail Shareholder may apply (by application of any scale back), the Additional New Shares will be rounded up to the nearest whole number of Additional New Shares.

5.8 Capital structure

After the issue of New Shares under the Retail Entitlement Offer, the capital structure of HGL is expected to be as follows (subject to rounding of fractional Entitlements and assuming all New Shares are issued):

Shares on issue as at the date of launch of the Entitlement Offer	62,149,585
Maximum number of New Shares to be issued under the Entitlement Offer	19,421,746
Total Shares on issue on completion of the Entitlement Offer	81,571,331

5.9 Implications of minority shareholders not taking up their entitlements under the Retail Entitlement Offer

There are various possible scenarios in relation to the Entitlement Offer that may arise each with varying impacts on the control of HGL. The outcome of these scenarios will largely depend on the extent to which Shareholders take up their Entitlement. However, the Entitlement Offer is structured as a pro-rata issue, which reduces the potential effect of the issue of the New Shares and Additional New Shares on the control of HGL.

As announced to the market on 17 April 2020, HGL's two largest substantial shareholder groupings participated in the Accelerated Entitlement Offer so that as at the date the Retail Entitlement offer opens they will hold 60.0% of Shares on issue.

Depending on whether Eligible Retail Shareholders elect to take up their full Entitlements, there are a range of potential ownership outcomes which may eventuate, a number of which are shown below:

If all Eligible Retail Shareholders take up their full Entitlements and all Additional New Shares are subscribed for, then each Eligible Retail Shareholder who does not subscribe for Additional New Shares' percentage ownership interest (and voting power) in HGL will remain the same, however, Eligible Retail Shareholders who subscribe for Additional New Shares will increase their percentage ownership interest (and voting power) but there will be no effect on the control of HGL;
If an Eligible Retail Shareholder does not take up all of their Entitlements, their percentage ownership interest (and voting power) in HGL will be diluted; and
If the only Shareholders to take up their Entitlements are the two largest substantial shareholder groupings who participated in the Accelerated Entitlement Offer, those

substantial shareholder groups will increase their ownership interest in the group to 60.0%.

Ownership of HGL following the Entitlement Offer

The table below illustrates the effect of the Entitlement Offer on the control of HGL where all Shareholders take up their Entitlements.

Shareholder	Number of ordinary HGL shares held (pre-Entitlement Offer)	Number of ordinary HGL shares held (post-Entitlement Offer)	% of total ordinary HGL shares on issue (post-Entitlement Offer)
Sery Group	16,778,304	22,021,524	27.00%
Constable Group	16,339,554	21,445,665	26.29%
Other Shareholders	29,031,727	38,104,142	46.71%
Shares on issue	62,149,585	81,571,331	100.00%

The table below illustrates the effect of the Entitlement Offer on the control of HGL where only the two largest substantial shareholder groupings take up their Entitlements.

Shareholder	Number of ordinary HGL shares held (pre-Entitlement Offer)	Number of ordinary HGL shares held (post-Entitlement Offer)	% of total ordinary HGL shares on issue (post-Entitlement Offer)
Sery Group	16,778,304	22,021,524	30.37%
Constable Group	16,339,554	21,445,665	29.58%
Other Shareholders	29,031,727	29,031,727	40.05%
Shares on issue	62,149,585	72,498,916	100.00%

5.10 Potential dilution if you do not participate

You should note that if you do not participate in the Retail Entitlement Offer, your holdings may be diluted by as much as approximately 24% (as compared to your holdings and number of Shares on issue as at the Record Date).

The following are examples of how any dilution may impact you if you do not participate in the Retail Entitlement Offer, assuming the maximum number of New Shares are issued:

HGL Retail Offer Booklet 17 April 2020 final

Example Shareholder	Holding as at Record Date	% as at Record Date	Entitlement under the Entitlement Offer	Holdings if Entitlement not taken up	% following allotment of New Shares
Shareholder 1	1,250,000	2.01%	390,625	1,250,000	1.54%
Shareholder 2	250,000	0.40%	78,125	250,000	0.31%
Shareholder 3	50,000	0.08%	15,625	50,000	0.06%
Shareholder 4	10,000	0.02%	3,125	10,000	0.01%

5.11 Notice to nominees and custodians

If HGL believes you hold Shares as a nominee or custodian, you will have received (or will shortly receive) a communication from the Share Registry in respect of the Retail Entitlement Offer. Nominees and custodians should consider carefully that communication.

HGL is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares or Entitlements.

Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Retail Entitlement Offer by the beneficiary complies with applicable foreign laws. HGL is not able to advise on foreign laws.

Persons acting as nominees and custodians for other persons must not take up any Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to, any person in the United States.

Nominees and custodians may not distribute any part of this Retail Offer Booklet, and may not permit any beneficial owner of Shares to participate in the Retail Entitlement Offer, in any country outside of Australia, New Zealand or the United Kingdom and except, with the consent of HGL, to beneficial holders of Shares resident in certain other countries HGL may determine it is practical to make the Retail Entitlement Offer.

5.12 Not investment advice

This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It also is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. HGL is not licensed to provide financial product advice in respect of the New Shares or any Additional New Shares. This Information does not purport to contain all the information that you may require to evaluate a possible application for New Shares or Additional New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with HGL's other periodic statements and continuous disclosure announcements lodged with the ASX, which are available on the ASX website at www.asx.com.au.

HGL Retail Offer Booklet 17 April 2020 final

The New Shares and any Additional New Shares offered under this Retail Entitlement Offer should be considered speculative. Before deciding whether to apply for New Shares and any Additional New 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, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser.

5.13 Australian taxation

There may be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares and Additional New Shares. HGL considers that it is not appropriate for it to give advice regarding the tax consequences of subscribing for New Shares or Additional New Shares under this Retail Offer Booklet or the subsequent disposal of any such New Shares or Additional New Shares. The taxation implications of the Retail Entitlement Offer will vary depending upon your particular circumstances. Neither HGL nor any of its officers or employees, nor its advisers, accepts any liability or responsibility in this regard and recommends that you seek and rely upon your own professional advice in connection with the Retail Entitlement Offer.

5.14 Quotation and trading

HGL has applied to the ASX for official quotation of the New Shares and any Additional New Shares in accordance with the ASX Listing Rule requirements. If the ASX does not grant quotation of the New Shares or any Additional New Shares, HGL will repay all Application Monies (without interest).

Subject to approval being granted, it is expected that normal trading of New Shares and any Additional New Shares allotted under the Retail Entitlement Offer will commence on 8 May 2020.

5.15 Continuous disclosure

HGL is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

HGL is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, HGL has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its securities. That information is available to the public from the ASX and can be accessed at www.asx.com.au or at www.hgl.com.au.

Some documents are required to be lodged with ASIC in relation to HGL. These documents may be obtained from, or inspected at, an ASIC office.

5.16 Information availability

Eligible Retail Shareholders can obtain a copy of this Retail Offer Booklet during the Retail Entitlement Offer on HGL's Entitlement Offer website at https://HGLEntitlementOffer.thereachagency.com.

HGL Retail Offer Booklet 17 April 2020 final

You will be sent your personalised Entitlement and Acceptance Form. If you do not receive your personalised Entitlement and Acceptance Form, a replacement Entitlement and Acceptance Form can also be requested during the period of the Retail Entitlement Offer by calling the Share Registry on 1300 850 505 (inside Australia) or +61 3 9415 4000 (outside Australia).

If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet. The electronic version of this Retail Offer Booklet on the HGL website will not include an Entitlement and Acceptance Form.

5.17 Selling Restrictions

This Retail Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

This Retail Offer 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 Retail Entitlement Offer, the Entitlements, the New Shares, any Additional New Shares, or otherwise permit the public offering of the New Shares or any Additional New Shares, in any jurisdiction other than Australia, New Zealand or the United Kingdom.

The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. See the foreign selling restrictions set out below for more information.

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

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The New Shares and Additional New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC Act and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

Other than in the Entitlement Offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for

HGL Retail Offer Booklet 17 April 2020 final

approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in respect of the New Shares.

The New Shares and Additional New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to fewer than 150 persons who are existing shareholders of the Company. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares and Additional New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this Retail Offer Booklet have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

5.18 Governing law

This Retail 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 and Additional New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

5.19 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Retail Offer Booklet.

Any information or representation that is not in this Retail Offer Booklet may not be relied on as having been authorised by HGL, or its related bodies corporate, in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of HGL, nor any other person, warrants or guarantees the future performance of HGL or any return on any investment made pursuant to this Retail Offer Booklet or its content.

HGL Retail Offer Booklet 17 April 2020 final

5.20 Withdrawal of the Entitlement Offer

HGL reserves the right to withdraw all or part of the Entitlement Offer and this Retail Offer Booklet at any time, subject to applicable laws, in which case HGL will refund Application Monies in relation to New Shares and any Additional New Shares not already issued in accordance with the Corporations Act and without payment of interest.

To the fullest extent permitted by law, you agree that any Application Monies paid by you to HGL will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to HGL.

5.21 Privacy

As a Shareholder, HGL and the Share Registry have already collected certain personal information from you. If you apply for New Shares or Additional New Shares, HGL and the Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares and any Additional New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.

HGL and the Share Registry may disclose your personal information for these purposes to their agents, contractors or third party service providers to whom they outsource services.

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by the Share Registry on behalf of HGL. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information held by the Share Registry on behalf of HGL by contacting the Share Registry as follows:

Computershare Investor Services Pty Limited

By email [email protected] or visit http://www.computershare.com/au

Glossary

The below terms are defined as follows for the purposes of this Retail Offer Booklet:

Accelerated Entitlement Offer means the Entitlement Offer for the Sery Group and the Constable Group.

Additional New Shares means New Shares which Eligible Retail Shareholders are able to apply for in excess of their Entitlement under the Overallotment Facility.

Applicant means a person who has subscribed for New Shares and any Additional New Shares pursuant to the Retail Entitlement Offer.

Application Monies means the money paid by Applicants in respect of the New Shares and any Additional New Shares they apply for under the Retail Entitlement Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial products market operated by that entity known as the Australian Securities Exchange.

Constable Group means all parties listed on the Constable Substantial Shareholder notice lodged with ASX on 7 January 2020.

Constitution means the constitution of HGL, from time to time.

Corporations Act means the Corporations Act 2001(Cth).

CRN means the unique customer reference number allocated to each Eligible Retail Shareholder.

Directors means the board of directors of the Company from time to time.

Eligible Retail Shareholder means those persons who:

are registered as a holder of Shares as at the Record Date, being 7.00pm on 21 April 2020;
have a registered address on the HGL share register in Australia, New Zealand, the United Kingdom (as described in the "Selling Restrictions" section included in Section 5 of this Retail Offer Booklet) or certain other foreign jurisdictions determined by the Directors as at the Record Date;
are not in the United States; and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.

Entitlement means the offer to eligible shareholders to purchase 5 New Shares for every 16 existing Shares held as at the Record Date at the Offer Price of $0.20 per New Share.

Entitlement and Acceptance Form means the personalised form accompanying this Retail Offer Booklet.

Entitlement Offer means the Accelerated Entitlement Offer and the Retail Entitlement Offer.

HGL Retail Offer Booklet 17 April 2020 final

HGL or Company means HGL Limited (ACN 009 657 961).

Ineligible Retail Shareholder means a shareholder who is not an Eligible Retail Shareholder.

New Shares means the Shares offered by HGL pursuant to the Entitlement Offer (but excludes any Additional New Shares offered pursuant to the Overallotment Facility).

Offer Price means $0.20 per New Share.

Offer Ratio means five New Shares for every sixteen existing Shares held as at the Record Date.

Overallotment Facility means the opportunity for Eligible Retail Shareholders who take up all of their Entitlement to also apply for Additional New Shares in excess of their Entitlement.

Record Date means 7.00pm on 21 April 2020.

Retail Entitlement Offer means the pro rata non-renounceable entitlement offer to Eligible Retail Shareholders to subscribe for five New Shares for every sixteen Shares of which the Shareholder is the registered holder on the Record Date, at an Offer Price of $0.20 per New Share, pursuant to this Retail Offer Booklet.

Retail Offer Booklet means this booklet.

Sery Group means all parties listed on the Sery Substantial Shareholder notice lodged with ASX on 17 January 2020.

Shares means fully paid ordinary shares of HGL.

Share Registry means Computershare Investor Services Pty Limited whose details are provided in the "Corporate Directory" section of this Retail Offer Booklet.

US Securities Act means the U.S. Securities Act of 1933, as amended from time to time.

HGL Retail Offer Booklet 17 April 2020 final
38

7 Corporate Directory

HGL Limited
ACN 009 657 961
ASX: HNG

Address:
PO Box 1445,
Macquarie Centre
NSW 2113
Australia

Contact details:

[email protected]
Australia: (02) 8667 4660
International: +61 2 8667 4660
www.hgl.com.au

Directors

The Hon. Helen Coonan (Chair)
Peter G Miller
Julian D Constable
Kevin J Eley
Cheryl Hayman

Executive Team

Greg Timar (CEO)
Iain Thompson (CFO & Company Secretary)

Share Registry

Computershare Investor Services Pty Limited
Australia: 1300 850 505
International: +61 3 9415 4000

Hours are 8.30am to 5.00pm (Sydney time),
Monday to Friday,
during the Retail Entitlement Offer period

HGL Retail Offer Booklet 17 April 2020 final

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SCHOOLBLAZER LIMITED — Capital/Financing Update 2020

65751_rns_2020-04-16_5cc6ad23-b833-4155-bba4-8c7284aae313.pdf

HGL Limited

Retail Entitlement Offer Booklet

Trading New Shares

HGL Limited (ASX: HNG) – Retail Entitlement Offer

Entitlement Offer

Retail Offer Booklet

Taking up your Entitlement

Further information and application instructions

1 Summary of Options Available to You

2 Offer Details & How to Apply

2.1 Overview of the Retail Entitlement Offer

2.2 Your Entitlement

2.3 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances

2.4 Options available to you

2.4.1 If you wish to take up all or part of your Entitlement

2.4.2 If you wish to take up all of your Entitlement and apply for Additional New Shares

2.4.3 If you wish to apply application monies paid under the Original Offer to the current Entitlement Offer

2.4.4 If you wish to do nothing, your Entitlement will lapse and you will receive no value for those lapsed Entitlements

2.5 Overallotment Facility

2.6 Ineligible Retail Shareholders

2.7 Payment

2.7.1 Payment by BPAY®

2.7.2 Payment by cheque or bank draft

2.8 Mail

2.9 Representations by acceptance

2.10 Enquiries

ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER AND HEAD OFFICE REMUNERATION CHANGES

Launch of New Accelerated Non-Renounceable Entitlement Offer

Details of the results of the Accelerated Entitlement Offer

Details of commencement of the Retail Entitlement Offer

New Entitlement Offer Timetable

Head Office Remuneration Changes

Further Information

About HGL Ltd

www.hgl.com.au Not for distribution or release in the United States

Forward looking statements

TERMINATION OF EXISTING ENTITLEMENT OFFER, ANNOUNCEMENT OF A PROPOSED NEW ACCELERATED PRO-RATA NON-RENOUNCABLE ENTITLEMENT OFFER WITH SUPPORT OF SUBSTANTIAL SHAREHOLDERS AND TRADING UPDATE FOR IMPACT OF COVID-19

Termination of existing Entitlement Offer

Details of the proposed new Entitlement Offer

Trading Update for Impact of COVID-19

About HGL Ltd

Forward looking statements

Key Risks

General Risks

5.1 Eligible Retail Shareholders

5.2 ASIC Relief

5.3 Ranking of New Shares

5.4 Key Risks

5.5 No cooling off rights

5.6 No Entitlements trading

5.7 Rounding of Entitlements

5.8 Capital structure

5.9 Implications of minority shareholders not taking up their entitlements under the Retail Entitlement Offer

Ownership of HGL following the Entitlement Offer

5.10 Potential dilution if you do not participate

5.11 Notice to nominees and custodians

5.12 Not investment advice

5.13 Australian taxation

5.14 Quotation and trading

5.15 Continuous disclosure

5.16 Information availability

5.17 Selling Restrictions

New Zealand

United Kingdom

United States

5.18 Governing law

5.19 Disclaimer of representations

5.20 Withdrawal of the Entitlement Offer

5.21 Privacy

More from SCHOOLBLAZER LIMITED

SCHOOLBLAZER LIMITED Capital/Financing Update 2020