Questions and Answers for RHG Limited (RHG) shareholders

This document has been prepared by Wilson Asset Management Pty Ltd and
Cadence Asset Management Pty Ltd. You should read the important disclaimer
on page 5.
Q: What is the current RHG Board proposing?

A: The current RHG Board is asking shareholders to approve a buy-back of RHG shares at 88
cents, with a dividend and capital component.

Q: What is the problem with that?

A: The tax treatment of the proposed buy-back may have some attraction for certain tax
payers, however the greatest concerns we have with the proposal are the stated intentions of
the Company if the buy-back is completed. Mr Kinghorn, in his letter to shareholders, states
the Company intends, amongst other things, to delist RHG and maintain its policy of not
paying any dividends.

We feel these consequences will force shareholders into accepting the buy-back for fear of
owning shares in a delisted company that will not pay any dividends. We believe there is more
potential value in RHG than the proposed buy-back price reflects.

Q: What are the Wilson Asset Management and Cadence Asset Management entities
seeking?

A: They are seeking shareholder support to vote AGAINST the buy-back being recommended by
Mr Kinghorn AND support a vote FOR three new directors on the RHG Board and FOR the
removal of two existing directors.

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Entities associated with Wilson Asset Management Pty Ltd and Cadence Asset Management Pty
Ltd support the requisition requiring the directors of RHG to call a meeting to seek the removal
of two existing directors, and the appointment of three new directors. The Company has
confirmed that it will convene this meeting, which we expect will be in early June.

They also need shareholders to vote AGAINST proposed buy-back recommended by Mr

Kinghorn on 28 April 2011.

Q: What are you asking me to do?

A: We are asking you to do two things:

1) vote AGAINST the buy-back on 28 April and

2) vote FOR all the resolutions to appoint the three new directors and remove two existing
directors (at an EGM to be held at a later date).

It is important you do these two things. We want to provide shareholders with a real choice
when it comes to accepting a share buy-back. We believe changing the Board will do this.

Q: Who are the proposed Directors?

A: Malcolm McComas, Paul Jensen and Gabriel Radzyminski. You can read brief biographies for
them at the end of this document.

Q: What do the proposed directors intend doing if they are elected?

A: The proposed directors, if elected, intend to put forward a new buy-back for shareholder
approval, on the same terms as the present buy-back except that, for those shareholders who
don’t participate in that buy-back, they commit to retaining RHG’s status as a listed company
and returning surplus capital to shareholders by way of dividends (franked to the extent
possible) or by other means, such as share buy-backs.

They also intend to recommence a sale process for the remaining assets of the business. By
remaining listed, shareholders can choose to retain exposure to RHG, and the future value of its
assets. This process will give the Board the opportunity to explore the full potential value of the
RHG business. The proposed directors intend to do all the things directors would normally
consider to maximize value to shareholders.

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Q: Why do I need to vote against the first buy-back?

A: If the buyback proceeds, the Company intends to delist from the ASX and will continue not to
pay dividends. The Company has stated its intention to do this once its buy-back completes.

We believe it is very likely a higher number of shareholders would accept the buy-back if it is
allowed to proceed, because of the stated intention that the Company will delist and not pay
dividends. This would likely cement control in the hands of Mr Kinghorn, after which there is
no going back.

By voting AGAINST the buy-back recommended by Mr Kinghorn AND voting FOR our resolutions
to appoint three new directors and remove two existing directors, you will ensure:

• RHG remains listed, and

• RHG will commence paying dividends (franked to the extent possible) or returns surplus
capital as appropriate,
• RHG will initiate a new buy-back on the same price terms as the current proposed buy-
back.

Importantly, you will be able to continue, if you choose, to own shares in RHG, without the
threat of delisting.

Q: Why don’t you support the proposed buy-back?

A: We believe shareholders should be given a choice, without any coercive elements. The
Company’s stated intentions to delist, maintain its policy of not paying dividends and have no
independent directors on the Board are, we believe, unacceptable to the majority of investors.

The critical issue for us is that we don’t want to be faced with a choice of either accepting the
buy-back or being shareholders in a delisted company that won’t pay dividends – that’s not
much of a choice in our opinion.

Q: Why don’t you remove Mr Kinghorn as a director?

A: Mr Kinghorn is the founder of the business and knows the business well. We believe Mr
Kinghorn’s experience is valuable and having him on the Board makes sense. He is also
associated with the largest shareholder.

Q: Do you believe there is more value in RHG?

A: Yes. We believe there is the potential for further value to be delivered, at the very least
through future franked dividends and capital returns as the portfolio continues to run down.
There may be other value enhancing opportunities as credit markets continue to improve.

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.Q: What do you think RHG is worth?

A: The Independent Expert opinion is a good starting point – they have had access to far more
information than the rest of us. They value RHG between $0.96 and $1.31 per share, not
including franking credits. If you were to add the 30 cent franking credit, the value to a non-tax
payer, using the Independent Expert’s range, would be $1.26 to $1.61, excluding any ‘blue sky’
potential which may exist in the business

Q: You indicated above that you think there could be more value in RHG. Why are you
proposing to proceed with a buy-back at the same price of 88 cents?

A: We felt it was important to give shareholders certainty that they would be no worse off
under the proposed new board. We believe that under our proposal shareholders will be at
least as well off and have the ability to participate in potential further upside.

The important difference with the buy-back the proposed directors intend to put forward is
that shareholders will be able to choose between it and remaining invested in a listed entity
committed to distributing surplus cash flow. The buy-back proposal recommended by Mr
Kinghorn doesn’t offer shareholders that alternative.

Q: Why should I risk voting against the proposed buy-back for your proposal, which is
uncertain?

A: It sends a clear message to the RHG board, as we believe that the vote on the buy-back
provides a very good indication of how voting for our resolutions to appoint three directors and
remove two directors is likely to go. We expect that shareholders voting against the buy-back
will also vote to support our resolutions – it makes sense.

The timing of the voting means that shareholders will be able to vote against the buy-back
recommended by Mr Kinghorn and still accept the buy-back if the vote against it fails. The buy-
back meeting is on the 28th April, and the buy-back closes on 5th May. Shareholders effectively
hold an option to participate in the buy-back if for some reason the buy-back resolution
recommended by Mr Kinghorn is successful.

Q: If I intend to take up the buy-back anyway, why would I support your proposal over the
current one?

A: Our proposal has more uncertainty and is unlikely to deliver the buy-back proceeds to you
before 30 June.

However, we believe the option to remain invested in a listed entity committed to returning
surplus cash is worth more than the inconvenience of a delayed buy-back, but the final decision
is yours.

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Q: Are all the institutional investors hoping that retail investors accept the buy-back at a low
price so that they can profit at their expense?

A: We know that the buy-back, with the franking credit and capital loss attributes, has
attractions for shareholders with certain tax rates. Some institutional shareholders have
indicated they have some entities which hold RHG, where the post-tax outcome of the buy-
back is appealing, and others, where it is less so.

We believe minority shareholders (institutional and retail shareholders alike) are in the same
boat.

This is not about retail versus institutional investors – it’s about all shareholders; we don’t want
to be forced to accept a buy-back to avoid holding shares in a delisted company that won’t pay
dividends.

Q: What level of support have you got for your plans?

A: We wouldn’t have started this if we weren’t confident of success. The process we are
running does not come without the investment of significant time and effort, and the process is
not without expense either. We have canvassed some shareholders and believe our prospects
are good, but we will succeed only with the support of all shareholders, both small
shareholders as well as large shareholders. Your vote matters.

Disclaimer - no advice

Nothing contained in this document constitutes investment, legal, financial, business, tax or other advice.

No consideration has been made of any specific person’s investment objectives, financial situation or
needs. The provision of this information is not and should not be considered as a recommendation in
relation to an investment in RHG Limited, that an investment in RHG Limited is a suitable investment for
any specific person or as to whether or not a person should participate in the proposed RHG Limited buy-
back.

Anyone viewing this document should make their own enquiries and evaluations they consider
appropriate to determine the suitability of an investment in RHG Limited (including regarding their
investment objectives, financial situation, and particular needs) and should seek all necessary financial,
legal, tax and investment advice.

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Proposed Director Biographies

Malcolm McComas

Malcolm is an experienced company director and investment banker. He has more than 25
years investment banking experience with leadership roles in several global financial
institutions. He is a former lawyer and specialist in tax and company law. With both director
and chairman experience, he is experienced in capital management, risk and growth strategies
for public and private companies and NFP’s. He is a respected advisor to companies, institutions
and governments throughout Australia.

He is Principal of McComas Capital, an investment and advisory business based in Sydney. In

2010, he was a member of the Australian Government’s Building the Education Revolution
Implementation Task Force. Most recently, he was a senior advisor with Grant Samuel for 11
years. He previously served for 10 years as Managing Director of Investment Banking at County
NatWest and its successor organization Salomon Smith Barney (now Citigroup) and for 5 years in
various executive roles with Morgan Grenfell (now Deutsche Bank) in Melbourne, Sydney and
London.

Malcolm is a director of Pharmaxis Ltd and Ocean Capital Limited, both ASX-listed companies as
well as Chairman of Finsia (the Financial Services Institute of Australia) and a director of the
Australian Leukaemia and Lymphoma Group.

Paul Jensen

Paul has over 25 years of international experience in banking and investment management,
working in New Zealand, United Kingdom and Australia. He was Treasurer of Lloyds Bank
Australia before joining Lend Lease's financial services business in 1998. More recently he has
held the position of Managing Director of listed companies HFA Holdings Limited and Clime
Investment Management Limited. Paul holds a Bachelor of Commerce and Administration in
accountancy and commercial law from Victoria University, Wellington New Zealand and is a
Fellow of the Australian Institute of Company Directors.

Paul is a Director of WAM Capital Ltd, Clime Investment Management Ltd, both ASX-listed
companies and Total Fund Services Ltd.

Gabriel Radzyminski

Gabriel is founder and Managing Director of Sandon Capital Pty Ltd, a boutique investment
management and advisory firm. He is portfolio manager of the Sandon Capital Activist Fund, an
activist fund, as well as for other discrete portfolios. Sandon Capital also provides advisory
services to shareholders seeking to implement activist strategies, including Wilson Asset
Management and Cadence Asset Management in the matter of RHG.

Gabriel has more than 10 years’ investment experience, both as an analyst and portfolio
manager. He has managed investments across a number of asset classes, including equities ,
investment companies, credit and high-yield, property, private debt and private equity fund of
funds.

Gabriel currently serves as Chairman of Wallace Absolute Return Limited and India Equities Fund
Limited, both ASX-listed investment companies.