HRL : Target's Statement

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ASX Announcement

15 July 2022

Target's Statement - ALS Limited Offer

HRL Holdings Limited (ASX: HRL) has today lodged its Target's Statement with the Australian Securities and Investments Commission and the Australian Securities Exchange in response to the on-market takeover offer (the Offer) from ALS Limited (ASX: ALQ) (ALS) (through its wholly owned subsidiary Australian Laboratory Services Pty. Ltd. (ACN 009 936 029), to acquire all the ordinary shares in HRL.

A copy of the Target's Statement is attached to this announcement.

The Target's Statement has also been given to ALS today and is in the process of being dispatched to HRL shareholders in accordance with the Corporations Act.

The Bidder's Statement for the Offer was released to the ASX on 1 July 2022. Dispatch of the Bidder's Statement to HRL shareholders has been completed, and the Offer is open for acceptance.

The Board of HRL unanimously recommends that all HRL shareholders ACCEPT the Offer, subject to no superior proposal being received, and they have or will ACCEPT the Offer in relation to the HRL shares that they respectively hold or control. In considering the Board of HRL's recommendation, HRL shareholders should review the comprehensive information provided in the Bidder's Statement and in the Target's Statement lodged today.

All company announcements and information on the Offer are available on the HRL website at www.hrlholdings.com. Shareholders can also receive further information on the Offer by calling the Offer Information line on 1800 336 109 (within Australia) or +61 1800 336 109 (outside Australia) at any time between 8:30am and 5.30pm (AEST) on Monday to Friday.

This announcement has been authorised for release by the Board of HRL Holdings Limited

Paul Marshall

Company Secretary

About HRL Holdings Limited

HRL provides sampling, laboratory testing, and data management services across Australia and New Zealand.

About ALS Limited

ALS is a global Testing, Inspection & Certification business. The company's strategy is to broaden its exposure into new sectors and geographies where it can take a leadership position.

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TARGET'S STATEMENT

HRL'S DIRECTORS UNANIMOUSLY

RECOMMEND THAT YOU

ACCEPT

THE OFFER IN THE ABSENCE OF A

SUPERIOR PROPOSAL*

BY AUSTRALIAN LABORATORY SERVICES PTY. LTD.

ACN 009 936 029

(A WHOLLY-OWNED SUBSIDIARY OF ALS LIMITED ACN 009 657 489)

to acquire all of your shares in

HRL HOLDINGS LTD ACN 120 896 371

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to deal with this document, you should consult

your legal, financial or other professional adviser as soon as possible

* NO INDEPENDENT EXPERT WAS ENGAGED BY HRL TO REPORT ON THE OFFER

LEGAL ADVISER

McCullough Robertson Lawyers

For personal use only

Table of contents

For personal use only

Important notices

This document is a Target's Statement issued by HRL Holdings Ltd ACN 120 896 371 (HRL) under part 6.5 division 3 of the Corporations Act in response to the Bidder's Statement issued by Australian Laboratory Services Pty. Ltd. ACN 009 936 029 (ALSPL), a wholly-owned subsidiary of ALS Limited ACN 009 657 489 (ALS). Unless the context indicates otherwise, references to ALS in this Target's Statement are a reference to ALSPL and ALS together. This Target's Statement is dated 15 July 2022.

This Target's Statement and the Bidder's Statement contain important information. You should read both documents carefully and in their entirety.

ASIC and ASX

A copy of this Target's Statement was lodged with ASIC and sent to ASX on 15 July 2022. None of ASIC, ASX nor any of their officers take any responsibility for the content of this Target's Statement.

Investment decision

This Target's Statement does not take into consideration your individual investment objectives, financial situation or particular needs. You may wish to seek independent financial and tax advice before deciding whether or not to accept the Offer by ALSPL to acquire all of your HRL Shares.

Shareholder information

If you have any questions about the Offer, please call the HRL Shareholder information line on 1800 336 109 (within Australia) or +61 1800 336 109 (outside Australia) on weekdays between 8.30am and 5.30pm (Sydney time), or visit our website at www.hrlholdings.com.

The Directors are committed to ensuring Shareholders are kept informed of developments. Important developments under the control of HRL will be notified directly to Shareholders.

Forward looking statements

This Target's Statement may contain certain forward looking statements and statements of current intention. The forward looking statements in this Target's Statement reflect views held at the date of this Target's Statement.

You should be aware that these statements involve inherent risks and uncertainties. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and those deviations are both normal and to be expected.

None of HRL, its officers or any person named in this Target's Statement with their consent or involved in the preparation of this Target's Statement makes any representation or warranty, as to the accuracy or likelihood of fulfilment of any forward looking statement. You should not place undue reliance on those statements.

Defined terms

A number of defined terms are used in this Target's Statement. These terms are explained in the definitions in section 12. All references to $ refer to Australian dollars, except where otherwise stated.

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Privacy statement

HRL has collected your information from the register of Shareholders. The Corporations Act permits that information be made available to certain persons, including ALS. Your information may also be disclosed on a confidential basis to HRL's related bodies corporate and external service providers and may be required to be disclosed to regulatory parties such as ASIC. You can contact us for details of information held by us about you.

Notice to foreign shareholders

The distribution of this Target's Statement may in some countries be restricted by law or regulation. Accordingly, persons who come into possession of this Target's Statement should inform themselves of and observe those restrictions. This Target's Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer.

Further information

If you have any questions, please call the HRL Shareholder information line on 1800 336 109 (within Australia) or +61 1800 336 109 (outside Australia) on weekdays between 8.30am and 5.30pm (Sydney time), or visit HRL's website at www.hrlholdings.com.