Deacons

Date 26 May 2003

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	FromRobert Sultan	Facsimile(03) 8686 6505	Peopla's ReChinaSingaporeTaiwanThailand
	VietnamSubjectTAKEOVER BID BY HGL LIMITED FORLEMARNE CORPORATION LIMITED -FIFTHSUPPLEMENTARY TARGET'S STATEMENTPages245き (including this page)
Dear SirsWe act for Lemarne Corporation Limited.We attach the fifth supplementary target's statement dated 26 May 2003 sent thisday to HGL Limited and lodged with ASIC.
				Yours faithfully

	Robert SultanPartnerDeacons
	Direct Line:8686 6571Email:[email protected]

	The information contained in this fax is confidential and may be subject to legalprofessional privilege. It is intended solely for the addressee. If you receive this fax bymistake: 1. Please call us and lat us know. 2. Return the fax to us by post - we willpay for any postage. 3. You must not disclose or use the information in it unless weauthorise you to do so.
	RWS/850344 2

Level 24385 Bourke Street Melbourne VIC 3000 AustraliaGPO Box 4592 Melbourne VIC 3001DX 445 Melbourne Tel + 61 (0) 3 8686 6000 Fax + 61 (0)3 8686 6505www.deacons.com.au

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LEMARNE CORPORATION LIMITED ACN 004 834 584

Fifth Supplementary Target's Statement

This document is a supplementary target's statement. It is the fifth supplementary target's statement issued by Lemarne Corporation Limited ACN 004 834 584 ("Lemarne") in relation to the off-market takeover bid by HGL Limited ACN 009 657 961 ("HGL") ("Fifth Supplementary Target's Statement"). This Fifth Supplementary Target's Statement supplements, and should be read together with, the target's statement of Lemarne dated 5 December 2002, first supplementary target's statement of Lemarne dated 3 February 2003. second supplementary target's statement of Lemarne dated 5 March 2003, third supplementary target's statement of Lemarne dated 2 April 2003 and fourth supplementary target's statement of Lemarne dated 7 May 2003.

Attached to this Fifth Supplementary Target's Statement is a copy of:

an announcement dated 22 May, 2003 to ASX made by Lemarne:
an Offer to HGL Group Pty Ltd ACN 079 732 068 by Lemarne dated 22 May 2003;
a Material Information Statement in relation to a Selective Buy-Back by Lemarne dated 22 May 2003; and
a Selective Share Buy-Back Deed dated 22 May 2003 between Lemarne, HGL and HGL Group Pty Ltd.

A copy of this Fifth Supplementary Target's Statement has been lodged with the Australian Securities & Investments Commission ("ASIC"). Neither ASIC nor any of its officers takes any responsibility for the contents of this Fifth Supplementary Target's Statement.

Signed on behalf of Lemarne following a resolution of the directors of Lemarne.

S L Mason Director Lemarne Corporation Limited

Dated: 26 May 2003

LEMARNE CORPORATION LIMITED

ABN 72 004 434 584

ANNOUNCEMENT BY LEMARNE CORPORATION LIMITED ("LMC")

BUY-BACK OF HGL GROUP PTY LTD SHARES

The directors are pleased to announce that it has today entered into an agreement with HGL Group Pty Ltd (ACN 079 732 068) ("the Seller") under which LMC will buy-back the 3,306,369 Lemarne shares ("the Sale Shares") held by the Seller for $1.80 per Lemarne share.

The buy-back agreement is subject to and conditional upon:

$(a)$ the terms of the buy-back agreement being approved by a special resolution of shareholders at a general meeting of LMC; and
$(b)$ the Commissioner of Taxation issuing a private binding ruling that, of the $1.80 per Lemarne share payable by LMC to buy-back the Sale Shares, at least 50 cents per share is deemed a fully franked dividend.

The conditions precedent must be satisfied or waived by the end of 31 August 2003.

The directors of LMC support the buy-back and are preparing to hold the necessary LMC shareholder meeting as soon as possible. The tax ruling is likewise being sought as soon as possible.

The Seller is a wholly-owned subsidiary of HGL Ltd (ACN 009 657 961) ("HGL"). HGL made an off-market bid on 20 November 2002 for all the shares on issue in LMC at $1.70 cash ("the Bid"). HGL has not made any material acquisitions of LMC shares since making its bid, with only 48,765 LMC shares being acquired to date. The Bid by HGL remains at 51.70 per share. The Bid period is currently due to close on 27 June 2003.

HGL has agreed not to increase the bid price or extend the offer period of the Bid between now and the time the LMC shareholders duly resolve to approve the buy-back agreement. HGL has agreed that, after the Sale Shares are bought back by LMC from the Seller, HGL will not at any time prior to 21 May 2004 acquire shares in LMC.

S.L.Mason

Company Secretary

22 May 2003

OFFER TO HGL GROUP PTY LTD ACN 079 732 068 ("HGPL") by

LEMARNE CORPORATION LIMITED ACN 004 834 584 ("COMPANY")

to undertake a selective share buy-back

1. Offer

The Company offers to buy-back from HGPL on the terms and conditions set out in the $1.1$ Selective Share Buy Back Deed ("Deed") 3,306,369 ordinary shares as set out in the Deed ("Sale Shares").
The Company makes this offer ("Offer") pursuant to a resolution passed at a meeting of $1.2$ directors held on or around 20 May 2003.

$2.$ Purchase Price

$2.1$ The total purchase price offered by the Company to HGPL for the Sale Shares is $5,951,464.20 cash, which equates to a price per share of $1.80, on the terms and conditions set out in the Deed which, together with a Material Information Statement, is attached to this Offer.

3. How to Accept this Offer

$3.1$ HGPL may accept this Offer in respect of all, but not some, of the Sale Shares.
$3.2$ To accept this Offer, HGPL must complete and execute the Deed, and procure the execution of the Deed by its holding company, HGL Limited ACN 009 657 961, in 2 parts and send it to:

Company Secretary Lemarne Corporation Limited Level 1, 492 St Kilda Road Melbourne, VIC

The Deed, executed by HGPL and HGL Limited must be received by the Company by facsimile no later than 5.00 p.m. on the date of this Offer.

On receipt of the executed Deed, the Company will execute the Deed and promptly return a completed original counterpart to HGPL but in any event no later than 2 business days after the date of this Offer.

Conditions 4.

$4.1$ The Offer is conditional upon the conditions precedent set out in clause 2 of the Deed. These conditions must be satisfied by 31 August 2003 and if the conditions are not satisfied or waived by that date, HGPL, HGL Limited or the Company is entitled to terminate the Deed, subject to the terms of the Deed.
$4.2$ Once the conditions precedent to the share buy-back have been satisfied or waived, the Company will provide HGPL with the purchase price referred to in paragraph 2 above. subject to terms of the Deed.

5. Governing Law

$5.1$ The law of Victoria governs this Offer and any contract arising from acceptance of this Offer.

Dated 22 May 2003

Stephen Mason Company Secretary Lemarne Corporation Limited

MATERIAL INFORMATION STATEMENT

in relation to a

Selective Share Buy-Back

by

LEMARNE CORPORATION LIMITED ACN 004 834 584 ("Company")

The Company proposes to undertake a selective buy-back of 3,306,369 ordinary shares from HGL Group Pty Ltd ACN 079 732 068("HGPL"). The buy-back requires shareholder approval.

This Material Information Statement ("Statement") is made pursuant to Chapter 2J Part 2J.1 of the Corporations Act 2001 and sets out all information known to the Company that is material to a HGPL as offeree deciding whether or not to accept the offer.

The Offer $1.$

The selective buy-back is being made pursuant to Part 2J.1, Division 2 of the $1.1$ Corporations Act 2001, as approved by the directors of the Company on or around 20 May 2003.
$1.2$ Under the selective buy-back the Company intends to selectively buy-back approximately 20% if its issued share capital by acquiring 3,306,369 ordinary shares ("Sale Shares") from HGPL.
$1.3$ The total consideration for the Sale Shares is $5,951,464.20, which equates to a price per share of $1.80.
$1.4$ The source of funds for the buy-back of the Sale Shares by the Company is cash at bank. No debt funding will be used to finance the buy-back of the Sale Shares.
$15$ The terms and conditions of the selective buy-back are contained in the Selective Share Buy-Back Deed ("Deed"), a copy of which is attached to this Statement.
The conditions precedent to the selective buy-back are set out in clause 2 of the $1.6$ Deed

2. Effect of the Selective Buy-Back

$2.1$ The reasons for the selective buy-back of the Sale Shares are that following a takeover offer for the Company by HGL Limited ACN 009 657 961 ("HGL") under which few acceptances have been received to date by HGL, HGL has determined to close its Offer on 27 June 2003 and not to increase the bid price, and has agreed to a standstill for 12 months.
Following the sale of Richardson Pacific Limited by Lemvest Limited (a partly owned $2.22$ subsidiary of the Company), the Lemarne Group has excess cash and the directors

are of the view that the buy-back of the Sale Shares is an effective use of a portion of these funds.

As the price per Sale Share is significantly less than the net tangible assets ("NTA") $2.3$ of the Company, the directors of the Company believe the buy-back is positive for continuing shareholders and will increase the Company's NTA by more than 10 cents per share, to approximately $2.35.
2.4 The directors of the Company also believe that if HGPL were to dispose of its shareholding on the market the significant overhang may lead to a depressed share price.
The selective buy-back will constitute a buy-back of approximately 20% of the shares 2.5 on issue in the Company immediately prior to the buy-back.
$2.6$ The directors consider that the completion of the buy-back will not materially prejudice the Company's ability to carry on its existing business or to pay its debts as and when such debts become due and payable.
$2.7$ The directors are of the view that the proposed selective buy-back is in the best interests of the Company as it will increase the NTA of existing shareholders by over 10 cents per share and help boost the earnings per share and dividends per share in the future as shares in the Company on issue will be reduced by approximately 20%.
$2.8$ The advantages for HGPL in approving the selective buy-back are that HGPL will receive the purchase price on the terms of the Deed. For the Company, the disadvantages are that the Company's net assets/cash on hand, will be reduced by approximately $5.95 million.

3. Relevant Information

All information known to the Company that is material to HGPL's decision to accept $3.1$ the offer of the Company to buy back shares held by HGPL pursuant to the Deed, has been disclosed to HGPL, in this Statement, in the offer documentation to which this Statement is attached, in the Deed, and in announcements posted on the website of the Company (www.Lemarne.com.au) and with ASX (www.asx.com.au).

DATED 22 May 2003

BY ORDER OF THE BOARD

Stephen Mason Company Secretary Lemarne Corporation Limited

$\tilde{\mathcal{A}}$

SELECTIVE SHARE BUY-BACK DEED

DATED 22 MAY

2003

PARTIES

LEMARNE CORPORATION LIMITED ACN 004 834 584

HGL LIMITED ACN 009 657 961

HGL GROUP PTY LTD ACN 079 732 068

Melbourne Office Our Ref: RWS:108792

Definitions and InterpretationConditions PrecedentSale and Buy-BackCompletionSelling Shareholder's WarrantiesMutual Warranties by Company, HGL and HGPLStandstill by HGL and HGPLOff-Market Bid of HGLFurther AssuranceCosts and Stamp DutyNo Public StatementsTimeIndemnityEntire UnderstandingVariationWaiverNoticesAssignmentInterdependent Obligations on CompletionSeverabilityAttorneyGoods and Services TaxGoverning Law and Jurisdiction

THIS DEED is made the	2200	day of	MAY	2003
-----------------------	------	--------	-----	------

PARTIES LEMARNE CORPORATION LIMITED ACN 004 834 584 of Level 1, 492 St Kilda Road, Melbourne in the State of Victoria ("Company")

HGL GROUP PTY LTD ACN 079 732 068 of Suite 1, Level 5, 34 Hunter AND Street, Sydney in the State of New South Wales $("HGPL")$

INTRODUCTION

А. HGPL is the registered holder and beneficial owner of the Sale Shares.
В. HGL is the immediate holding company of HGPL.
C. HGL is the bidder under its Off-Market Bid.
D. HGPL has agreed to sell and the Company, has agreed to buy-back the Sale Shares on the terms and conditions contained in this deed.

BY THIS DEED IT IS AGREED

1. Definitions and Interpretation

$1.1$ Definitions

In this deed:

"ASIC" means Australian Securities and Investments Commission. $(1)$
$(2)$ "Associate" has the meaning given to it by the Corporations Act in relation to an associate reference in Chapter 2J of the Corporations Act.
$(3)$ "ASX" means Australian Stock Exchange Limited.
$(4)$ "Business Day" means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.
"CHESS" means the Clearing House Electronic Subregister System. $(5)$

HGL LIMITED ACN 009 657 961 AND of Suite 1, Level 5, 34 Hunter Street, Sydney in the State of New South Wales $(HGLn)$

"Completion" means completion of the sale and buying-back of the Sale $(6)$ Shares in accordance with this deed on the Completion Date.
"Completion Date" means the 5th Business Day after the satisfaction or $(7)$ waiver of the Conditions Precedent or another date agreed in writing between the Company and HGPL (not being a date earlier than the date of satisfaction or waiver of the Conditions Precedent).
$(8)$ "Conditions Precedent" means the conditions precedent set out in clause $2.1.$
$(9)$ "Corporations Act" means Corporations Act 2001 (Commonwealth).
$(10)$ "Deemed Dividend Amount" means the amount of the Purchase Price (being not less than 50 cents per Lemarne share) that is taken to be a dividend paid by the Company to HGPL under section 159GZZZP of the Tax Act. Unless the Company and HGPL agree in writing otherwise, that Deemed Dividend Amount must be the amount determined in accordance with or imputed by the private ruling referred to in clause 2.1(2).
"End Date" means 31 August, 2003 or a later date agreed in writing by the $(11)$ Company and HGPL.
"GST" has the meaning given in section 195-1 of the A New Tax System $(12)$ (Goods and Services Tax) Act 1999 (Commonwealth).
$(13)$ "HGL Offers" means the offers made on or around 20 November, 2002 by HGL to acquire Lemarne shares under the Off-Market Bid.
"Input Tax Credit" has the meaning given in section 195-1 of the A New Tax $(14)$ System (Goods and Services Tax) Act 1999 (Commonwealth).
$(15)$ "Lemarne share" means a fully paid ordinary share in the issued capital of the Company.
"Mortgage" includes legal mortgages and charges, equitable mortgages and $(16)$ charges, fixed or floating or both, liens, pledges and other security interests in respect of property.
"Off-Market Bid" means HGL's off-market bid in respect of all or part of the $(17)$ Lemarne shares.
"Purchase Price" means an amount which equates to $1.80multiplied by the $(18)$ number of Sale Shares.
"Related Body Corporate" has the meaning given to it by the Corporations $(19)$ Act.
$(20)$ "Sale Shares" means the 3,306,369 Lemarne shares held by HGPL.
"Tax Act" means the Income Tax Assessment Act 1936 (Commonwealth) or $(21)$ the Income Tax Assessment Act 1997 (Commonwealth) (as the context requires).
$(22)$ "Tax Invoice" has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
$(23)$ "Taxable Supply" has the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
"HGPL Warranties" means the warranties of HGL and HGPL or either of them $(24)$ set out in clause 5.2 or elsewhere in this deed.

$1.21$ Interpretation

$(1)$ Reference to:
- $(a)$ one gender includes the others;
- $(b)$ the singular includes the plural and the plural includes the singular:
- $(c)$ a person includes a body corporate:
- $(d)$ a party includes the party's successors and permitted assigns;
- $(e)$ a statute, regulation or provision of a statute or regulation ("statutory provision") includes:
  - (i) that statutory provision as amended or re-enacted from time to time: and
  - (ii) a statute, regulation or provision enacted in replacement of that statutory provision; and
- $(f)$ money is to Australian dollars, unless otherwise stated.
$(2)$ "Including" and similar expressions are not words of limitation.
Where a word or expression is given a particular meaning, other parts of $(3)$ speech and grammatical forms of that word or expression have a corresponding meaning.
Headings and the table of contents are for convenience only and do not form $(4)$ part of this deed or affect its interpretation.
A provision of this deed must not be construed to the disadvantage of a party $(5)$ merely because that party was responsible for the preparation of this deed or the inclusion of a provision in it.
If an act must be done on a specified day which is not a Business Day, it must $(6)$ be done instead on the next Business Day.
All payments under this deed must be made by bank cheque drawn by an $(7)$ authorised depositing-taking institution as defined in the Banking Act 1959 (Commonwealth) or in any other way agreed in writing between HGPL and the Company.
A reference to writing includes printing, typing and any other mode of $(B)$ reproducing words in a visible form.
A reference to a document includes all amendments or supplements to, or $(9)$ replacements or novations of, that document.
This deed may be executed in a number of counterparts. All counterparts will $(10)$ be taken to constitute one instrument.

Conditions Precedent $21$

$2.1$ Corporations Act - Section 257D(1)

This deed is subject to and conditional upon:

$(1)$ the terms of this deed being approved by:
- $(a)$ a special resolution passed at a general meeting of the Company with no votes being cast in favour of the resolution by HGPL or by HGPL's Associates: and
- $(b)$ if required by the ASX Listing Rules, a resolution passed at a general meeting of the Company in compliance with the ASX Listing Rules (and not waived by ASX); and
$(2)$ the Commissioner of Taxation or other officer of the Australian Taxation Office issuing a private binding ruling pursuant to section 14ZAF of the Taxation Administration Act 1953 (Commonwealth) to HGPL (or a Related Body Corporate of HGPL) and the Cornpany confirming that:
- the Deemed Dividend Amount (being not less than 50 cents per $(a)$ Lemarne share) will constitute a "frankable distribution" for the purposes of section 202-40 of the Tax Act; and
- section 204-30 of the Tax Act and sections 45A, 45B and 177EA of the $(b)$ Tax Act will not be applied in relation to the sale and buying-back of the Sale Shares contemplated by this deed.

$2.22$ Satisfaction of Conditions Precedent

$(1)$ Each party must use its reasonable endeavours to ensure that the Conditions Precedent are satisfied as quickly as reasonably possible.
The Company must lodge with ASIC and ASX all relevant documents relating $(2)$ to this deed and the buy-back of the Sale Shares contemplated by it as

required by the Corporations Act and ASX Listing Rules so as to facilitate Completion.

$(3)$ Without limiting clause 2.2(1), each of HGPL and HGL must supply to the Company all information about it required to be included in any statement or explanatory memorandum or report which accompanies the notice of the general meeting referred to in clause 2.1(1) and must provide such assistance in relation to the drafting of the parts of those documents which relate to HGL or HGPL (or both) as the Company reasonably requires.
Each of HGPL and HGL agrees to indemnify the Company against any loss, $(4)$ damage, cost or expense suffered or incurred by the Company arising out of any information given to the Company by or on behalf of HGL or HGPL (or both) and included in any statement, report, notice or other communication given to shareholders of the Company or given to or lodged with ASIC or ASX.
$(5)$ Nothing in this deed requires a director of the Company to recommend that shareholders approve the terms of this deed in general meeting if the director believes on reasonable grounds that to do so would constitute a breach of his fiduciary or statutory duties or would otherwise be unlawful.

2.3 End Date

If each Condition Precedent is not satisfied or waived by the end of the End Date, then, if the party who seeks to avoid this deed has complied with clause 2.2, this deed may be terminated at any time before satisfaction or waiver of the Conditions Precedent by written notice given by that party to each other party.

2.4 Condition Precedent cannot be satisfied

If a Condition Precedent cannot be satisfied at a time prior to the end of the End Date, this deed may be terminated at any time in the period from when it is ascertained that it cannot be so satisfied and the end of the End Date. A Condition Precedent is taken to have the status of "cannot be satisfied" if:

in the case of a Condition Precedent in clause 2.1(1), a general meeting of the $(a)$ Company is convened for a particular date, the notice of that meeting gives notice of the relevant resolutions, the general meeting is opened, and by the end of the date on which the meeting opened the relevant resolutions have not been duly passed; or
in the case of the Condition Precedent in clause 2.1(2), the ruling is sought $(b)$ and is either refused or the applicant(s) is advised that the ruling would only be granted on terms that do not materially meet the requirements of clause $2.1(2).$

2.5 No Liability on Termination

Termination does not:

$(1)$ affect rights or obligations arising from past failure to perform obligations under this deed; or
$(2)$ create any liability.

$2.6$ Waiver

The Condition Precedent contained in clause 2.1(1)(a) must not be waived. $(1)$
$(2)$ The Condition Precedent contained in clause 2.1(1)(b) may only be waived by ASX in writing.
The Condition Precedent contained in clause 2.1(2) may be waived by the $(3)$ written agreement of HGPL and the Company.

3. Sale and Buy-Back

HGPL agrees to sell to the Company and the Company agrees to buy from HGPL the Sale Shares free from all Mortgages and other encumbrances.

$\ddot{4}$ . Completion

$4.1$ Completion Place

Completion will take place at 2:15 pm on the Completion Date at the offices of the Company in Melbourne or at such other time and place on that date as HGPL and the Company agree in writing.

4.2 HGPL's Obligations on Completion

On Completion, HGPL must deliver to the Company a duly executed transfer of the Sale Shares, in registrable form, in favour of the Company together with the holding statement for those Sale Shares.

4.3 Company's Obligations on Completion

On Completion, the Company must:

$(1)$ pay the Purchase Price to HGPL;
$(2)$ fully frank (in accordance with section 202-5 of the Tax Act) that part of the Purchase Price consisting of the Deemed Dividend Amount:
- $(3)$ register the Sale Shares in the name of the Company; and
$(4)$ cancel the Sale Shares.

$4.4$ Title

Immediately on Completion, HGPL ceases to have any legal or beneficial ownership of the Sale Shares and, in accordance with section 257H(3) of the Corporations Act. the Sale Shares must be cancelled immediately after registration of those Sale Shares in the name of the Company in accordance with clause 4.3.

4.5 ASIC and ASX Notification

The Company must notify each of ASIC and ASX of the cancellation of the Sale Shares in accordance with section 254Y of the Corporations Act and the applicable ASX Listing Rules.

5. Selling Shareholder's Warranties

$5.1$ Warranty

HGL and HGPL jointly and severally warrant to the Company in the terms of the HGPL Warranties

5.2 HGPL Warranties

Each of the following warranties is a HGPL Warranty:

HGPL is the sole beneficial owner and registered holder of the Sale Shares $(1)$ and has power to transfer good and valid title to the Sale Shares without the consent or approval of any other person except the directors of the Company.
The Sale Shares are fully paid and are, or at Completion will be, free from all $(2)$ Mortgages and other encumbrances.
Except as set out in the constitution of the Company, there are no restrictions $(3)$ on the transfer of the Sale Shares.
$(4)$ No person has any pre-emptive right or option with respect to any of the Sale Shares.
$(5)$ All of the Sale Shares are held on an Issuer Sponsored Subregister.

$5.3$ Each Warranty Separate

Each HGPL Warranty is a separate warranty and in no way limited by any other warranty.

Survival of HGPL Warranties $5.4$

Each HGPL Warranty:

remains in full force and effect after the Completion Date despite Completion; $(1)$ and

$(2)$ applies at the date of this deed and is repeated on the Completion Date.

6. Mutual Warranties by Company, HGL and HGPL

$6.1$ Mutual Representations and Warranties

Each party represents and warrants to each other party that:

$(1)$ it is a body corporate validly existing under the laws of its place of incorporation or establishment:
$(2)$ it has the corporate power to enter into and perform its obligations under this deed and to carry out the transactions conternolated by this deed:
$(3)$ it has taken all necessary corporate action to authorise the entry into and performance of this deed and to carry out the transactions contemplated by this deed:
$(4)$ this deed is a valid and binding obligation in accordance with its terms and conditions; and
$(5)$ neither the execution nor performance by it of this deed nor any transaction contemplated under this deed will violate in any material respect any provision of:
- $(a)$ any judgment binding on it:
- $(b)$ its constitution or other constituent documents; or
- $(c)$ any other document, agreement, authorisation or other arrangement binding upon it or its assets.

$6.2$ Survival of Warranties

Each of the representations and warranties set out in clause 6.1:

$(1)$ remains in full force and effect after the Completion Date despite Completion: and
$(2)$ applies at the date of this deed and is repeated on the Completion Date.

7. Standstill by HGL and HGPL

Except for, first, the buy-back of the Sale Shares pursuant to this deed, second, any Lemarne shares held by HGL at the date of this deed, and third, any Lemarne shares acquired after the date of this deed in connection with the Off-Market Bid, each of HGPL and HGL agrees that for a period of 12 months from the date of this deed neither it nor any of its Related Bodies Corporate, alone or with others, will in any manner (directly or indirectly):

$(1)$ acquire, purchase, sell or transfer or agree or offer to acquire, purchase, sell or transfer any securities (or direct or indirect rights, warrants or options to acquire any securities) of the Company, unless first approved in writing by the Company:
$(2)$ solicit proxies from shareholders of the Company or otherwise seek to influence or control the management or policies of the Company or any of its Related Bodies Corporate; or
$(3)$ aid, abet, counsel or induce any other person in doing any of the matters referred to in clauses 7(1) and (2).

8. Off-Market Bid of HGL

Except as required by the Corporations Act, HGL agrees not to extend its Off-Market Bid past 27 June, 2003 or vary the HGL Offers made under that Off-Market Bid to improve the consideration offered without the prior written approval of the Company. HGL may at any time waive any condition under the HGL Offers.

9. Further Assurance

Each party must promptly at its own cost do all things (including executing and, if necessary, delivering all documents) necessary or desirable to give full effect to this deed.

10. Costs and Stamp Duty

$10.1$ Mutual Costs of Deed

Each party must pay its own costs and outlays connected with the negotiation, preparation and execution of this deed.

$10.21$ Lemarne Costs

HGPL will reimburse the Company on written request one-half of all reasonable costs and outlays (including legal and accounting costs and outlays and the costs of any expert on a full indemnity basis) incurred by the Company connected with:

$(1)$ convening or holding the general meeting of its shareholders referred to in clause 2.1(1) including the preparation or despatch of any notice or explanatory statement or memorandum including any accompanying expert's report; or
$(2)$ the application, submission or request for the private ruling referred to in clause $2.1(2)$ .

10.3 HGPL Costs

The Company will reimburse HGPL on written request one-half of all reasonable costs and outlays (including legal and accounting costs and outlays on a full indemnity basis) incurred by HGPL connected with the application, submission or request for the private ruling referred to in clause 2.1(2).

$10.4$ Stamp Duty

The Company must pay all stamp duty and other similar government imposts in connection with this deed.

$10.5$ Survival

For the avoidance of doubt and regardless of clause 2, this clause 10 will continue in full force and effect despite the termination for any reason of this deed.

$11.$ No Public Statements

$(1)$ Unless required by any applicable law or order or rule of any court, requiatory body or stock exchange including ASX, none of the parties will make any public or press announcement or statement concerning this deed or Completion without the prior approval of each other party (which approval must not be unreasonably withheld).
$(2)$ The parties must in good faith agree at or before Completion on the form of any press announcement or public statement that they will each make.
$(3)$ The parties agree that upon this deed being entered into each of the Company and HGL make the announcements to ASX in the form agreed prior to the signing of this deed.

$12.$ Time

$12.1$ Time of Essence

Time is of the essence of this deed.

$12.21$ Time Variation

If the parties agree to vary a time requirement, the time requirement so varied is of the essence of this deed.

$12.31$ In Writing

An agreement to vary a time requirement must be in writing.

$13.$ Indemnity

Each party ("Defaulting Party") indemnifies each other party against any loss, damage, cost or expense suffered or incurred by that other party arising from or relating to any breach of this deed by the Defaulting Party.

14. Entire Understanding

$14.1$ Entire Agreement

This deed:

contains the entire agreement and understanding between the parties on $(1)$ everything connected with the subject matter of this deed; and
supersedes any prior agreement or understanding on anything connected with $(2)$ that subject matter.

$14.2$ No Representations

Each party has entered into this deed without relying on any representation by any other party or any person purporting to represent that party (other than as expressly set out in this deed).

$14.3$ Exclusion of Representations and Statements

Without limiting clause 14.2, none of the parties ("First Party") is liable to any other party for any loss, damage, claim or demand arising from or relating to any statement, representation, warranty, promise, undertaking or agreement in connection with the buying-back of the Sale Shares made by the First Party or anyone on its behalf or resulting from or implied by conduct in the course of communications or negotiations with respect to the buying-back of the Sale Shares not expressly set out in this deed ("Excluded Statement"). Each party releases the First Party and any person acting or purporting to act on its behalf from any and all liability in respect of any Excluded Statement to the fullest extent permitted by law.

Variation 15.

An amendment or variation to this deed is not effective unless it is in writing and signed by the parties.

16. Walver

$16.1$ Delay or Future

A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.

$16.21$ Future Exercise

The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.

$16.3$ In Writing

A waiver is not effective unless it is in writing.

$16.41$ Specific Instance

Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.

$17.$ Notices

$17.1$ Notice to be in Writing

A notice or other communication connected with this deed ("Notice") has no legal effect unless it is in writing.

$17.2$ Method of Service

In addition to any other method of service provided by law, the Notice may be:

$(1)$ sent by prepaid post to the address for service of the addressee:
$(2)$ sent by facsimile to the facsimile number of the addressee; or
$(3)$ delivered at the address for service of the addressee.

$17.3$ Deemed Time of Receipt

If the Notice is sent or delivered in a manner provided by clause 17.2, it must be treated as given to and received by the party to which it is addressed:

if sent by post, on the $2^{nd}$ Business Day (at the address to which it is posted) $(1)$ after posting;
if sent by facsimile before 5 pm on a Business Day at the place of receipt, on $(2)$ the day it is sent, and otherwise on the next Business Day at the place of receipt; or
$(3)$ if otherwise delivered before 5 pm on a Business Day at the place of delivery, upon delivery, and otherwise on the next Business Day at the place of delivery.

$17.4$ Deemed Receipt of Facsimiles

Despite clause 17.3(2):

$(1)$ a facsimile is not treated as given or received unless at the end of the transmission the sender's facsimile machine issues a report confirming the transmission of the number of pages in the Notice; and
a facsimile is not treated as given or received if it is not received in full and in $(2)$ legible form and the addressee notifies the sender of that fact within 3 hours after the transmission ends or by 12 noon on the Business Day on which it would otherwise be treated as given and received, whichever is later.

$17.5$ Party Absent or Notice Unclaimed

A Notice sent or delivered in a manner provided by clause 17.2 must be treated as validly given to and received by the party to which it is addressed even if:

$(1)$ the addressee has been liquidated or deregistered or is absent from the place at which the Notice is delivered or to which it is sent; or
$(2)$ the Notice is returned unclaimed.

$17.6$ Company's Address for Service

The address for service and facsimile number of the Company are:

Attention:	Company Secretary
Address:	Level 1, 492 St Kilda Road, Melbourne, Victoria
Facsimile No:	(03) 9820 2038

Address for Service of HGL and HGPL $17.7$

The address for service and facsimile number of each of HGL and HGPL are:

Attention:	Company Secretary
Address:	Suite 1, Level 5, 34 Hunter Street, Sydney, NSW
Facsimile No.	(02) 9233 2713

17.8 Change of Address for Service

A party may change its address for service or facsimile number by giving Notice of $\cdots$ that change to each other party.

$17.9$ Signed by Solicitor

Any Notice by a party may be given and may be signed by its solicitor.

17.10 Given to Solicitor

Any Notice to a party may be given to its solicitor by any of the means listed in clause 17.2 to the solicitor's business address or facsimile number.

17.11 Next Business Day

If a Notice is served by a method which is provided by law but is not provided by clause 17.2 and service takes place after 5:00 pm on a Business Day, or on a day which is not a Business Day, it must be treated as taking place on the next Business Day.

17.12 Service on HGL

A Notice served on HGL must be treated as having also been served on HGPL and vice-versa.

18. Assignment

No party may assign or transfer any of its rights or obligations under this deed without the prior written consent of each other party.

19. Interdependent Obligations on Completion

The obligations of the parties with respect to Completion are interdependent. All acts at Completion must be treated as done simultaneously and no delivery, payment or other act may be treated as made or done until all deliveries, payments and acts to be made or done at Completion are made or done.

20. Severability

If anything in this deed is unenforceable, illegal or void then it is severed and the rest of this deed remains in force.

$21.$ Attorney

Where this deed is executed by an attorney, that attorney by executing declares that he or she has no notice of revocation, termination or suspension of the power of attorney under which he or she executes this deed.

22. Goods and Services Tax

$22.1 -$ GST to be added to amounts payable

The parties acknowledge that all amounts payable under this deed are $(1)$ expressed to be exclusive of GST.
If GST is payable on a Taxable Supply the amount payable for that Taxable $(2)$ Supply will be the amount expressed in this deed plus GST.

22.2 Impact of GST on the calculation of amounts payable

Without limiting clause 22.1, if an amount payable under this deed is calculated by reference to or relates to a liability incurred by a party, then the liability must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that liability. The party will be assumed to be entitled to a full Input Tax Credit unless it demonstrates that its entitlement is otherwise prior to the date on which the payment must be made.

22.3 Provision of Tax Invoice

If GST is payable on a Taxable Supply made by one party ("Supplier") to another ("Recipient"), then the Recipient will not be required to pay any amount to the Supplier for or an account of GST in respect of that Taxable Supply unless it has first received a Tax Invoice from the Supplier.

23. Governing Law and Jurisdiction

$23.1$ The law of Victoria governs this deed.
23.2 The parties submit to the non-exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia.

EXECUTED as a deed.

EXECUTED by LEMARNE CORPORATION LIMITED 004 834 584 in accordance with section 127 of the Corporations Act 2001: À فاستعملهم Director/Company Secretary Director $575 - 45 - 1$ L. $\bullet$ Same DARRYL JEFFREY Name of Director/Company Secretary Name of Director (BLOCK LETTERS) (BLOCK LETTERS) EXECUTED by HGL LIMITED 009 657 961 in acaproance with section 127 of the Compared Contract 2001: Director/Company Secretary Director $\zeta_{\mu\nu}$ $K_{!\varepsilon}$ ی کا reter מוזכ ( Name of Director/Company Secretary Name of Director (BLOCK LETTERS) (BLOCK LETTERS) EXECUTED by HGL GROUP PTY LIMITED ACM 079, 732, 068 in accordance with sectiol 22 of the Corporations Act 2001: Bireeter/Company Secretary Director $ETFA$ Sinon CAL ΚΕνιν $QH$ N $AELU$ Name of Director/Company Secretary Name of Director (BLOCK LETTERS) (BLOCK LETTERS)