HRL : Notice of Annual General Meeting and Director Retirement

HRL Holdings Limited

Level 8 Waterfront Place, 1 Eagle Street Brisbane Queensland 4000, Australia

GPO Box 216

Brisbane Queensland 4001, Australia

Tel +61 7 3105 5960

Email admin@hrlholdings.com

20 October 2017

Please find attached HRL's 2017 Notice of Annual General Meeting and Voting Form.

The meeting will be held on 23 November 2017 commencing at 9.30am (Brisbane time) at HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane.

The Company has been advised that Dr Mark Elliott has decided to retire as a Director of the Company at the conclusion of the 2017 AGM.

Chairman of HRL Mr Kevin Maloney commented on the decision by Dr Elliott to retire as follows: "Mark Elliott was the founding Managing Director when the Company listed, as a geothermal exploration company, on ASX in 2007. He was, as Executive Chairman at the time, pivotal in the Company's change of activities with the acquisition, in September 2014, of the Octief environmental consulting and hazardous materials analytical laboratory business. He has served as a valuable non-executive Director for the past three years and his contribution has been greatly appreciated by the Board."

On Behalf of the Board

www.hrlholdings.com | ABN 99 120 896 370 | ASX Code: HRL

HRL Holdings Limited ACN 120 896 371

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 23 November 2017 Time of Meeting: 9.30am (Brisbane time)‌

Place of Meeting: HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

Notice is given that the Annual General Meeting of Shareholders of HRL Holdings Limited ACN 120 896 371 (Company) will be held at HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on Thursday 23 November 2017 at 9.30am (Brisbane time).

Terms used in this Notice of Meeting are defined in Section 8 of the accompanying Explanatory Memorandum.

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditor's Report, Directors' Declaration, Statement of Financial Performance, Balance Sheet, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2017.

1. Resolution 1 - Remuneration Report

   To consider and, if thought fit, pass the following Resolution as an advisory Resolution:

   "That, the Remuneration Report for the year ended 30 June 2017 (as set out in the Directors' Report) is adopted."

   Voting

   The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

   Voting Restriction pursuant to Section 250R(4) of the Corporations Act

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

2. a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; and

3. a Closely Related Party of such a member.

   However, the above persons may cast a vote on Resolution 1 if:

4. the person does so as a proxy; and

5. the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

6. either

7. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

8. the voter is the chair of the meeting and the appointment of the chair as proxy:

9. does not specify the way the proxy is to vote on the resolution; and

10. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

11. Voting Intentions of Chair

    Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act. Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Memorandum.

12. Resolution 2 - Re-election of Mr John Taylor as a Director

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That Mr John Taylor, who retires by rotation in accordance with Rule 38.1 of the Company's Constitution and, being eligible, offers himself for re-election, be re- elected as a Director of the Company."

13. Resolution 3 - Approval to issue Shares pursuant to Capital Raising

    To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

    "That, subject to the passing of Resolution 4, pursuant to Listing Rule 7.1 and for all other purposes, approval is given for the Company to carry out the Capital Raising and issue and allot 176,500,000 Shares at an issue price of $0.085 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice "

    Voting exclusion statement

    The Company will disregard any votes cast on Resolution 3, by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of such persons unless the vote is cast:

14. by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

15. by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

16. Resolution 4 - Approval of the issue of the Share Consideration to the Analytica Vendors

17. To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

    "That, subject to the passing of Resolution 3, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the Company be authorised to issue that number of fully paid ordinary shares calculated in accordance with the formula set out in the Explanatory Memorandum accompanying this Notice of Meeting to the Analytica Vendors in the proportions set out in the Explanatory Memorandum pursuant to the terms of a Share Sale Agreement between the Company and the Analytica Vendors entered into on 16 October 2017 (SSA)."