GUD : Non-Renounceable Issue

For personal use only

6 December 2021

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

RETAIL OFFER BOOKLET

GUD Holdings Limited (ASX:GUD) ("GUD") advises that, in respect of its fully underwritten 1 for 3.46 pro rata accelerated non-renounceable entitlement offer ("Entitlement Offer") announced on Tuesday, 30 October 2021, the retail component of the Entitlement Offer ("Retail Entitlement Offer") opens today.

Attached is a copy of the retail entitlement offer booklet ("Retail Offer Booklet") in respect of the Retail Entitlement Offer and a copy of the Retail Offer Open Letter (defined below).

GUD also advises that it will today complete despatch of the following documents:

1. to Eligible Retail Shareholders (as defined in the Retail Offer Booklet) of GUD who have a registered address in Australia and New Zealand and who have nominated to receive documents from GUD by electronic means, the Retail Offer Booklet and personalised Entitlement and Acceptance Form by such electronic means; and
2. to any other Eligible Retail Shareholders of GUD who have a registered address in Australia and New Zealand, a letter notifying them of the Retail Entitlement Offer and providing instructions on how to participate in the Retail Entitlement Offer ("Retail Offer Open Letter").

RETAIL ENTITLEMENT OFFER

The Retail Entitlement Offer opens today, Monday, 6 December 2021 and is expected to close at 5.00pm (Melbourne time) on Wednesday, 15 December 2021.

Eligible Retail Shareholders should carefully read the Retail Offer Booklet for further details about the Retail Entitlement Offer.

If you have any questions regarding the Entitlement Offer, please contact the GUD Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside Australia) at any time between 8.30am and 5.00pm (Melbourne time) on Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (Melbourne time) on Wednesday, 15 December 2021. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.

This announcement is approved for release by the Company Secretary.

Yours sincerely

Malcolm G Tyler

Company Secretary and General Counsel

GUD Holdings Limited

Enc

GUD Holdings Limited

For personal use only

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement has been prepared for release in Australia and may not be distributed or released in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person acting for the account or benefit of any person in the United States, or in any jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "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, to any person in the United States or any person acting for the account or benefit of any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold to persons that are not in the United States and are not acting for the account or benefit of any person in the United States in "offshore transactions" (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the Securities Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

For personal use only

GUD Holdings Limited

Retail Entitlement Offer Booklet

1 for 3.46 pro rata accelerated non-renounceable entitlement offer of GUD ordinary shares at $10.40 per New Share

Retail Entitlement Offer closes: 5.00pm (Melbourne time) on Wednesday, 15 December 2021

If you are an Eligible Retail Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

IMPORTANT NOTICES

This Retail Offer Booklet is dated Monday, 6 December 2021 and relates to the Retail Entitlement Offer, which is part of the Entitlement Offer by GUD to raise approximately $405 million. Capitalised terms in this section have the meaning given to them in this Retail Offer Booklet.

This Retail Offer Booklet has been issued by GUD Holdings Limited (ABN 99 004 400 891) (GUD).

The Retail Entitlement Offer is made pursuant to section 708AA of the onlyCorporations Act 2001 (Cth) (Corporations Act) (as notionally modified by

ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73). This Retail Offer Booklet is not a prospectus or a product disclosure statement

u der the Corporations Act and has not been lodged with ASIC. This Retail

Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand the publicly available information on GUD and the Entitlement Offer (for example, the information available on GUD's website at www.gud.com.auor on ASX's website at www.asx.com)

pri r to deciding whether to accept your Entitlement and apply for New Shares. The information in this Retail Offer Booklet does not constitute financial

product advice and does not take into account your investment objectives, financial situation or particular needs.

useparticipate in the Retail Entitlement Offer. In particular, the Investor Presentation in Section 3 of this Retail Offer Booklet details important factors and risks that could affect the financial and operating performance of GUD. Please refer to the 'Key risks' in Appendix C of the Investor Presentation for details. When making an investment decision in connection with the Retail

Pl ase contact your professional adviser or the GUD Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside

Australia) between 8.30am and 5.00pm (Melbourne time) on Monday to Friday if you have any questions.

This Retail Offer Booklet should be read in its entirety (including the accompanying Entitlement and Acceptance Form) before you decide to

personalEntit ement Offer, it is essential that you consider these risk factors carefully in

light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 5 of this Retail Offer Booklet).

In ddition to reading this Retail Offer Booklet in conjunction with GUD's other

periodic and continuous disclosure announcements including the Investor Presentation and GUD's announcements to ASX and on its website, you should conduct your own independent review, investigations and analysis of GUD and the New Shares and obtain any professional advice you require to evaluate the merits and risks of an investment in GUD before making any investment decision.

By paying for your New Shares through BPAY® or EFT in accordance with the in tructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.

No overseas offering

This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any p rson to whom, it would not be lawful to make such an offer or invitation.

In particular, this Retail Offer Booklet does not constitute an offer to Ineligible Retail Shareholders.

This Retail Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the

ForNew Shares, in any jurisdiction other than Australia and New Zealand. The distribution of this Retail Offer Booklet (including an electronic copy)

utside Australia and New Zealand, is restricted by law. If you come into

p ssession of the information in this Retail Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

oreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for GUD to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of GUD with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States disclaimer

None of the information in this Retail Offer Booklet, the accompanying ASX Announcements and Investor Presentation, nor the accompanying Entitlement and Acceptance Form constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Retail Offer Booklet (or any part of it), the accompanying ASX Announcements and Investor Presentation nor the accompanying Entitlement and Acceptance Form may be released or distributed directly or indirectly, in the United States.

The Entitlements and the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly, to, persons in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the U.S. Securities Act.

Definitions, time and currency

Defined terms used in this Retail Offer Booklet are contained in Section 6. All references to time are to Melbourne time, unless otherwise indicated.

All references to '$' are AUD unless otherwise noted.

Taxation

There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 5 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. GUD recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

Privacy

GUD collects information about each Applicant for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in GUD.

By paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you will be providing personal information to GUD (directly or through the Share Registry). GUD collects, holds and will use that information to assess your Application. GUD collects your personal information to process and administer your shareholding in GUD and to provide related services to you. GUD may disclose your personal information for purposes related to your shareholding in GUD, including to the Share Registry, GUD's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that GUD holds about you. To make a request for access to your personal information held by (or on behalf of) GUD, please contact GUD through the Share Registry.

Governing law

This Retail Offer Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of Victoria, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Victoria, Australia.

No representations

No person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in this Retail Offer Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Retail Offer Booklet may not be relied upon as having been authorised by GUD or any of its officers.

Past performance

Investors should note that GUD's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guarantee or guidance as to) GUD's future performance including GUD's future financial position or share price performance.

Future performance

This Retail Offer Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of GUD and certain plans and objectives of the management of GUD. Forward-looking statements include those containing words such as "anticipate", "believe", "expect", "estimate", "should", "will", "plan", "could", "may", "intends", "guidance", "project", "forecast", "target", "likely" and other similar expressions, and include, but are not limited to, statements regarding outcome and effects of the Retail Entitlement Offer and the Acquisition. Any forward-looking statements, opinions and estimates provided in this Retail Offer Booklet are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of GUD and the Joint Lead Manager Parties (defined below). This includes any statements about market and industry trends, which are based on interpretations of

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

current market conditions. Forward-looking statements may include projections, guidance on future revenues, earnings, dividends and estimates.

These forward-looking statements contained in this Retail Offer Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

You are strongly cautioned not to place undue reliance on forward- onlylooking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by

COVID-19. Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither GUD, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the eve ts expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of GUD. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should

c nsider the forward-looking statements contained in this Retail Offer Booklet in light of those disclosures.

The forward-looking statements are based on information available to GUD as useat the date of this Retail Offer Booklet. Except as required by law or regulation

(including the Listing Rules), GUD is under no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

The Joint Lead Managers (defined below) have not authorised, approved or verified any forward-looking statements.

Joint Lead Managers

Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832) and Macq arie Capital (Australia) Limited (ABN 79 123 199 548) (together, the Joint Lead Managers) have acted as joint lead managers to, and underwriters of, the Entitlement Offer. None of the Joint Lead Managers nor any of their

personalrespective related bodies corporate (as that term is defined in the Corporations Act) or affiliates, nor any of their respective directors, officers, employees, representatives, agents, partners, consultants or advisers (together the Joint Lead Manager Parties), nor the advisers to GUD or any other person, h s uthorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Retail Offer Booklet (or any other materials released by GUD) and none of them makes or purports to make any statement in this Retail Offer Booklet and there is no statement in this Retail Offer Booklet which is based on any statement by any of them.

The J int Lead Manager Parties may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from GUD.

Disclaimer

Determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and egist y constraints and the discretion of GUD and the Joint Lead Managers. To the maximum extent permitted by law, GUD and the Joint Lead Managers and ach of their respective affiliates disclaim any duty or liability (including for n gligence) in respect of that determination and the exercise or otherwise of that discretion. To the maximum extent permitted by law, the Joint Lead Manager Parties disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer and the information in this Retail Offer Booklet being inaccurate or due to information being omitted from this Retail Offer Booklet, whether by way of negligence or otherwise, and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the

Forinfo mation in this Retail Offer Booklet.

The Joint Lead Manager Parties take no responsibility for any part of this Retail Offer Booklet or liability for any loss or damage whatsoever arising from the use of any part of this Retail Offer Booklet or otherwise arising in

c nnection with it.

The Joint Lead Manager Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by paying for your New Shares through BPAY® or EFT in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by the Joint Lead Manager Parties in relation to the New Shares or the Entitlement Offer generally.

Risks

Refer to the 'Key risks' in Appendix C of the Investor Presentation included in Section 3 of this Retail Offer Booklet for a summary of general and specific risk factors that may affect GUD. You should consider these risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

No cooling off

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw an Application once it has been accepted.

Trading New Shares

GUD will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade 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 GUD or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

No Entitlements trading

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

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 GUD or its related bodies corporate in connection with the Retail Entitlement Offer.

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

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