HRL : Notice of 2021 AGM

Notice of Annual General Meeting and

Explanatory Memorandum

HRL Holdings Ltd ACN 120 896 371

If Shareholders wish to attend the Meeting in person they will need to contact the Company Secretary Mr Paul Marshall (email: paul.marshall@hrlholdings.com) in order for the Company to ensure it is able to maintain compliance with any COVID related restrictions applicable as at the Meeting date.

Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote online (www.linkmarketsecurities.com.au) or by lodging the proxy form attached to this Notice in accordance with the instructions set out on that form by no later than 9.00am on 18 October 2021.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of HRL Holdings Ltd ACN 120 896 371 (Company) will be held at Level 12, 145 Eagle Street, Brisbane Qld 4000, on Wednesday, 20 October 2021 at 9:00am (Brisbane time).

Terms used in this Notice of Meeting are defined in section 8 (Interpretation) of the accompanying Explanatory Memorandum.

Agenda

Ordinary business

Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the financial statements for the Company for the financial year ended 30 June 2021.

1. Resolution 1: Remuneration Report

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Advisory Resolution of the Company:

"That the Remuneration Report for the year ended 30 June 2021 (as set out in the Directors Report) is adopted."

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

• a member of the Key Management Personnel (KMP) details of whose remuneration are included in the Remuneration Report; and
• a Closely Related Party of such a member.

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

• the person does so as a proxy;
• the vote is not cast on behalf of a member of the KMP details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and
• either:
• • the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

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Notice of Annual General Meeting

• the voter is the chair of the meeting and the appointment of the chair as proxy:
  o does not specify the way the proxy is to vote on the Resolution; and

1. expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

Voting intention of the 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. In exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form.

1. Resolution 2: Re-election of Mr Greg Kilmister as a Director
   To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
   "That Mr Greg Kilmister, 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."
2. Resolution 3: Re-election of Mr Alex White as a Director
   To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
   "That Mr Alex White, who was recently appointed to the Board following the last annual general meeting of the Company and who retires in accordance with Rule 36.2 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the Board

Paul Marshall

Company Secretary

20 September 2021

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to Shareholders of HRL Holdings Ltd ACN 120 896 371 (Company) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 12, 145 Eagle Street, Brisbane Qld 4000 on Wednesday, 20 October 2021 commencing at 9:00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in section 5.

1. Consider the Company's Annual Report
   The Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the financial statements for the Company and for the financial year ended 30 June 2021 was released to the ASX Limited on 30 July 2021 and subsequently dispatched to shareholders as required.
   Shareholders can access a copy of the Company's Annual Report at www.hrlholdings.com. The Company will not provide a hard copy of the Company's Annual Report to Shareholders unless specifically requested to do so.
   The Company's Annual Report is placed before the Shareholders for discussion. No voting is required for this item.
2. Resolution 1 - Remuneration Report
   The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory resolution in accordance with section 250R of the Corporations Act.
   The Remuneration Report is set out in the Directors' Report section of the Annual Report. The Report, amongst other things:
3. 1. explains the Board's policy for determining the nature and amount of remuneration of Key Management Personnel of the consolidated entity;
   2. explains the relationship between the Board's remuneration policy and the Company's performance;
   3. sets out remuneration details for each Key Management Personnel of the consolidated entity including details of performance related remuneration and any options or other securities granted as part of remuneration; and
   4. details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

The Board believes the Company's remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objectives and current and emerging market practices.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

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Explanatory Memorandum

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution. In accordance with the Corporations Act, a vote on this Resolution is advisory only and does not bind the Directors or the Company.

There are restrictions on members of the Key Management Personnel and their Closely Related Parties and their proxies voting (in any capacity) on Resolution 1, details of which are set out in the voting restriction statement included in Resolution 1 of the Notice of Meeting.

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. In exceptional circumstances, the Chair may change his/her voting intention on any Resolution, in which case an ASX announcement will be made.

1. Resolution 2 - Re-election of Mr Greg Kilmister as a Director
   Rule 38.1 of the Company's Constitution and ASX Listing Rule 14.4 requires that at each AGM, one third of the Directors in office (excluding Directors appointed to fill casual vacancies or a Managing Director) must stand for re-election, with Directors required to retire based upon length of tenure. Rule 28.6 of the Company's Constitution requires that a Director shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following her/his appointment, whichever is the longer, without submitting himself for re-election.
   Mr Kilmister was the Managing Director and Chief Executive Officer of ALS Limited, a global provider of laboratory testing, inspection, certification and verification solutions from 2005 until his retirement in July 2017. He is recognised as the pivotal force in the growth and transformation of ALS (formerly Campbell Brothers Limited) from a diversified industrial group to a globally respected Testing, Inspection & Certification (TIC) player and an ASX100 company. During his tenure ALS's market cap grew from $381 million in 2005 to over $3 billion in 2017 and the staff numbers increased from approximately 4,000 to over 13,000 worldwide when he retired.
   He has vast experience in operating laboratory focused businesses in the Environmental, Food, Pharmaceutical, Life Sciences, Minerals, Energy and Industrial sectors in more than seventy countries in Africa, Europe, Asia, Australia, and North and South America.
   Mr Kilmister was a Director of ALS Limited until retirement in July 2017. He has not been a Director of any other Australian listed company in the last three years.
   The Directors (with Mr Kilmister abstaining) recommend that you vote in favour of this Ordinary Resolution.
2. Resolution 3 - Re-election of Mr Alex White as a Director
   Under Rule 36.1 of the Company's Constitution, the Board has the power at any time to appoint any person as a Director (subject to the qualifications set out in Rule 34). A Director appointed under this Rule shall hold office until the next annual general meeting of the Company and is then eligible for re-election. Mr Alex White was appointed as a Director by the Board on 1 March 2021.
   Pursuant to Rule 36.2 of the Company's Constitution, Mr White retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a Director.
   Mr White is a Director of Richmond Hill Capital ("RH Capital") and is jointly responsible for managing the RH High Conviction Fund. RH Capital has been invested in HRL for six years and is HRL's largest shareholder.

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