ALS LIMITED — AGM Information 2012

Jun 28, 2012

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000001 000 MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

ANNUAL GENERAL MEETING 2012

The 2012 Annual General Meeting of Campbell Brothers Limited will be held at The Sebel & Citigate Hotel King George Square (opposite City Hall), Cnr Roma and Ann Streets, Brisbane, Qld at 11.00am on Tuesday, 31 July 2012 .

The Managing Director, Incoming Chairman and I will comment on the Company’s performance over the year to 31 March 2012 at the meeting and you are also referred to the comments in the Company’s 2012 Annual Report for further information.

The meeting will cover the ordinary business transacted annually and any other business which may be brought before the Meeting in accordance with the Company’s Constitution.

Shareholders will be asked to support several resolutions being put at the meeting, namely re-election and election of directors, a fee pool increase, adoption of the remuneration report and grant of performance rights to the Managing Director.

Also of particular note, are resolutions to change the name of the company to ALS Limited and a 5 for

1 split of the Company’s shares.

Further information on these resolutions can be found in the Explanatory Notes section of the enclosed Annual General Meeting Notice.

Your participation at the Meeting will be both welcome and appreciated by your Directors and shareholders are invited to join the Board for light refreshments at the conclusion of the meeting.

If you are unable to attend the meeting, a proxy form is enclosed for your use.

If you plan to attend the meeting, please bring this Notice to help facilitate your registration.

Enclosed is a Shareholders Questions form which may be completed and sent back to the Company before the meeting.

I look forward to seeing you then.

Yours faithfully

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Geoff McGrath Chairman

29 June 2012

Level 2, 299 Coronation Drive PO Box 2191 Milton Queensland 4064 Australia Telephone +61 7 3367 7900 Facsimile + 61 7 3367 8156 www.campbell.com.au CAMPBELL BROTHERS LIMITED ABN 92 009 657 489

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Notice of Annual General Meeting
2012
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Notice is hereby given that the 61st Annual General Meeting of the shareholders of Campbell Brothers Limited (Company) will be held at The Sebel & Citigate Hotel, King George Square , Cnr Roma and Ann Streets, Brisbane, Qld at 11.00am on Tuesday, 31 July 2012 .

BUSINESS OF THE MEETING

1. Presentations by the Chairman, Incoming Chairman and Managing Director

2. Election and Re‐election of Directors

• i. To consider and, if thought fit, to pass the following ordinary resolution:

“That Bruce Brown, a non‐executive Director retiring in accordance with Division 34 of the Company’s Constitution, being eligible, be re‐elected as a non‐executive Director of the Company.”

• ii. To consider and, if thought fit, to pass the following ordinary resolution:

“That Ray Hill, a non‐executive Director retiring in accordance with Division 34 of the Company’s Constitution, being eligible, be re‐elected as a non‐executive Director of the Company.”

• iii. To consider and, if thought fit, to pass the following ordinary resolution:

“That Grant Murdoch, a non‐executive Director appointed since the last Annual General Meeting of the Company and retiring in accordance with Division 32 of the Company’s Constitution, being eligible, be elected as a non‐executive Director of the Company.”

• iv. To consider and, if thought fit, to pass the following ordinary resolution:

“That John Mulcahy, a non‐executive Director appointed since the last Annual General Meeting of the Company and retiring in accordance with Division 32 of the Company’s Constitution, being eligible, be elected as a non‐executive Director of the Company.”

3. Increase in Fee Pool for Non‐Executive Directors

To consider and, if thought fit, to pass the following ordinary resolution:

“That, in accordance with Rule 10.17 of the ASX Listing Rules, the aggregate maximum amount of fees available to be paid by the Company to non‐executive directors each financial year (inclusive of Superannuation) be increased by

$550,000 from $950,000 (inclusive of Superannuation) to $1,500,000 (inclusive of Superannuation), effective from 1 July 2012, to be divided among the non‐executive Directors as they agree.”

(Refer Voting Exclusions on this resolution)

4. Remuneration Report

To consider and, if thought fit, to pass the following ordinary resolution:

“That the Remuneration Report contained in the Company’s 2012 Annual Report in respect of the financial year ended 31 March 2012, be adopted.”

(This resolution is advisory only and does not bind the directors or the Company)

(Refer Voting Exclusions on this resolution)

5. Grant of Performance Rights to Managing Director

To consider and, if thought fit, to pass the following ordinary resolution:

"That, for the purposes of the Corporations Act 2001 and ASX Listing Rules, and for all other purposes, approval is hereby given for the grant of Performance Rights (incorporating the right to acquire shares in the Company) to the Managing Director, Greg Kilmister, to a maximum value of $675,000 under the Company’s Long Term Incentive Plan (LTIP), which is constituted and administered in accordance with the Rules of the LTIP."

(Refer Voting Exclusions on this resolution)

6. Change of Company Name

To consider and, if thought fit, to pass the following special resolution:

“That the name of the Company be and is hereby changed to ALS Limited."

(This special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution)

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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7. Share Split

To consider and, if thought fit, to pass the following ordinary resolution:

“That, in accordance with section 254H of the Corporations Act 2001 (Cth), the Company convert all the fully paid ordinary shares in the issued capital of the Company into a larger number on the basis that every 1 fully paid ordinary share be subdivided into 5 fully paid ordinary shares with effect from 7.00 pm (Brisbane time) on 9 August 2012, and that performance rights on issue at the time in respect of ordinary shares in the Company be adjusted in accordance with the ASX Listing Rules.”

(This ordinary resolution, to be passed, requires at least 50% of the votes cast by members entitled to vote on the resolution)

9. Retirement of Geoff McGrath from the Board

To acknowledge the retirement of Geoff McGrath from the Board after 9 years service as a non‐executive director and Chairman.

OTHER BUSINESS

To transact any other business which may legally be brought before the Meeting in accordance with the Company’s Constitution.

By Order of the Board

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Tim Mullen Company Secretary 20 June 2012

8. Financial Statements and Reports

To receive and consider the Financial Report of the Company and the reports of the Directors and Auditor in respect of the financial year ended 31 March 2012.

EXPLANATORY NOTES

The following notes have been prepared to provide information to shareholders about the items of business set out in the Notice of Annual General Meeting.

Recommendation

Each of your directors (other than Bruce Brown who is seeking re‐election) recommends you vote in favour of the re‐election of Bruce Brown as a non‐executive Director of the Company.

Item 2 Election and Re‐election of Directors

Division 34 of the Company's Constitution provides that at each AGM, at least one third of the total directors of the Company must retire from office. The directors to retire are determined according to the length of time in office, with those having spent the longest time in office retiring. Each retiring director is eligible for re‐election in accordance with ASX Listing Rules and the Company’s Constitution.

At this AGM, Bruce Brown and Ray Hill are retiring from office in accordance with Division 34 of the Company’s Constitution and, being eligible, both are seeking re‐election as non‐executive directors of the Company.

Their details are:

BRUCE BROWN B Com, AAUQ, FAICD

Independent Non‐Executive Director Age 67

Mr Brown was appointed a non‐executive director of Campbell Brothers effective 1 October 2005. He retired as Managing Director and Chief Executive of the Company on 31 August 2005 after 30 years service. He is a director of Transpacific Industries Group Ltd (appointed March 2005) and RedFlow Limited (appointed March 2012). He is a member of the Remuneration Committee.

RAY HILL FAICD

Independent Non‐Executive Director Age 70

Mr Hill was appointed a director of Campbell Brothers in 2003. He retired in July 2002 after a career spanning thirty years with Queensland dairy company Parmalat Australia Ltd (formerly Pauls Limited) including the last 8 years as Group General Manager/Managing Director. He is a non‐executive director of Parmalat Australia Ltd (unlisted public company). He is a member of the Audit and Compliance Committee.

Recommendation

Each of your directors (other than Ray Hill who is seeking re‐election) recommends you vote in favour of the re‐election of Ray Hill as a non‐executive Director of the Company.

In accordance with Division 32 of the Company’s Constitution, the Board had appointed Grant Murdoch and John Mulcahy as non‐executive directors of the Company since the last AGM held in 2011. In accordance with Article 32.2 of the Company's Constitution, both Grant and John retire and, being eligible, offer themselves for election as non‐executive directors of the Company. Their details are:

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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GRANT MURDOCH M Com (Hons), FAICD, FCA Independent Non‐Executive Director Age 60

Mr Murdoch was appointed a non‐executive director of Campbell Brothers on 1 September 2011. He was formerly a Partner of Ernst & Young and Divisional Director of Ernst & Young Transaction Advisory Services Limited in Queensland. He is a director of Queensland Investment Corporation (QIC) and UQ Holdings Ltd. He is Chairman of the Endeavour Foundation and a senator of the University of Queensland, and an Adjunct Professor at the University of Queensland Business School. He has more than 37 years of chartered accountancy experience, specialising in mergers, acquisitions, takeovers, corporate restructures and share issues. He is a member of the Audit and Compliance Committee.

Recommendation

Each of your directors (other than Grant Murdoch who is seeking election) recommends you vote in favour of the election of Grant Murdoch as a non‐executive Director of the Company.

JOHN MULCAHY PhD, BE (Civil Eng) (Hons), FIE Aust Independent Non‐Executive Director Age 62

Mr Mulcahy was appointed a non‐executive director of Campbell Brothers on 1 February 2012. He is Chairman of Coffey International Limited, a non‐executive Director of GWA Group Limited and Mirvac Group Limited, and a Guardian of the Future Fund of Australia. He is a former Managing Director and Chief Executive Officer of Suncorp‐Metway Limited. Prior to Suncorp, John held a number of senior executive roles at the Commonwealth Bank and Lend Lease Corporation. He is a member of the Remuneration Committee.

year, has seen the Company now move to the middle of the S&P/ASX 100 Index.

The Board recently carried out a review of its fees, and from analysis of the benchmark data provided, it found that for an S&P/ASX 100 Index company, the median director’s base fee was $150,000 and the Chair’s base fee was $376,000 (both inclusive of Superannuation).

Based on the current fees paid of $114,450 and $228,900 respectively (inclusive of Superannuation), the directors and Chair of the Company are being paid significantly less than their peers, especially given the growth in size, geography and diversity of the Company’s operations.

As the Board is in a process of renewal, and there is a need to attract new talent to the board, the current fee pool will not be able to accommodate the requirements of the Company in the near term future.

Under the proposal, the non‐executive Directors' fee pool will be increased to $1,500,000 (inclusive of Superannuation) from its current level of $950,000 (inclusive of Superannuation). This increase would be effective from 1 July 2012 with the annual aggregate amount to be divided among the directors as they agree.

Item 4 Remuneration Report

Section 250R of the Corporations Act 2001 requires listed companies to put to their shareholders a resolution to adopt the Remuneration Report as contained in the Company’s Annual Report.

The Remuneration report sets out the Board’s policies for director and executive remuneration, including discussion of the relationship of remuneration to the Company’s performance and other information required by the Corporations Act 2001 .

Recommendation

Each of your directors (other than John Mulcahy who is seeking election) recommends you vote in favour of the election of John Mulcahy as a non‐executive Director of the Company.

Item 3 Increase in Fee Pool for Non‐Executive Directors

The Board is seeking an increase in non‐executive directors’ fees to accommodate the increasing level of directors’ time spent on Board matters as well as providing a general increase in line with the market.

The present non‐executive directors’ fee pool of $950,000 (inclusive of Superannuation) was last approved at the Company’s AGM in July 2010.

Since that time the Company has grown in size with significant international expansion in the Company’s business and it is becoming even more important that the Company remains able to attract and retain directors with the appropriate experience and skill base to oversee the Company’s business and strategic direction.

Basis for fee pool increase

Share price and revenue growth, coupled with an increase of more than 25% in headcount over the past

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on this report.

Recommendation

Each of your directors recommends you vote in favour of adoption of the Remuneration Report.

Item 5 Grant of Performance Rights to Managing Director

Greg Kilmister is eligible to receive $675,000 in value of Performance Rights under the Company’s Long Term Incentive Plan ( LTIP ) (equivalent to his Short Term Incentive achieved for the financial year ended 31 March 2012), vesting over the period from 1 April 2012 to 31 March 2015. The Board is seeking approval of shareholders in accordance with the requirements of ASX Listing Rule 10.14.

The maximum number of Performance Rights to be granted to Greg Kilmister (with a value no greater than $675,000) is 12,237 at a price of $55.16 per right, determined based on the volume weighted average price of shares in the Company calculated over the 20 trading days since finalisation of the audited accounts on 21 May 2012. Greg will receive the Performance Rights at no cost to him.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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Performance Rights will vest dependent on the Company meeting or exceeding its performance hurdles during the specified three‐year performance period of 1 April 2012 to 31 March 2015. The basis of the grant to Greg Kilmister is as follows:

Fifty percent (50%) of the Performance Rights are subject to an Earnings per Share (EPS) measurement and fifty percent (50%) of the Performance Rights are subject to a Total Shareholder Return (TSR) measurement. The performance hurdles and vesting proportions for each measure that will apply to the grant of Performance Rights this year are as follows:

Compound annual diluted EPS growth	Proportion of performance rights that may be exercised if EPS growth hurdle is met
Less than 8% per annum	0%
8% per annum	25%
Between 8% and 14% per annum	Straight line vesting between 25% and 50%
14% or higher per annum	50% (i.e. 50% of total grant)

The TSR measurement is made up of two elements:

1. 25% of the TSR is contingent upon performance of the Company against a select group of comparator peer companies; and

2. 25% of the TSR is contingent upon performance of the Company against companies comprising the ASX 100 Index at the start of the performance period.

TSR of Campbell Brothers relative to TSR’s of comparator peer companies	Proportion of performance rights that may be exercised if TSR hurdle is met
Less than the 50thpercentile	0%
50thpercentile	12.5%
Between 50thpercentile and 75thpercentile	Straight line vesting between 12.5% and 25%
75thpercentile or higher	25% (i.e. 25% of total grant)
TSR of Campbell Brothers relative to TSR of companies in ASX 100 Index	Proportion of performance rights that may be exercised if TSR hurdle is met
Less than the 50thpercentile	0%
50thpercentile	12.5%
Between 50thpercentile and 75thpercentile	Straight line vesting between 12.5% and 25%
75thpercentile or higher	25% (i.e. 25% of total grant)

The group of comparator peer companies for the TSR hurdle includes the Company’s larger direct peers listed overseas involved in the commercial testing and inspection services sector, including:

Bureau Veritas (France), Core Laboratories (US), Eurofins (France), Intertek (UK), SGS (Switzerland), Mistras (US) and Team Industrial Services (US).

Previously, a total of 61,362 Performance Rights were granted to the Managing Director, Greg Kilmister: 7,388 on 5 August 2008, valued at $29.44 per right, relating to the three‐year performance period 1 April 2008 to 31 March 2011 (of which 6,118 vested and 1,270 lapsed); 29,703 on 24 November 2009, valued at $19.19 per right, relating to the three‐year performance period 1 April 2009 to 31 March 2012; 10,676 on 27 July 2010, valued at $28.10 per right, relating to the three‐year performance period 1 April 2010 to 31 March 2013; and 13,595 on 26 July 2011, valued at $46.34 per right, relating to the three‐year performance period 1 April 2011 to 31 March 2014. Such grants were approved by shareholders at the respective AGM’s in 2008, 2009, 2010 and 2011.

Greg Kilmister is the only director eligible to be granted Performance Rights under the LTIP. No other person who requires approval to participate in the LTIP under Listing Rule 10.14 has been or will be issued with Performance Rights until such approval is obtained.

No loans will be granted to Greg Kilmister in relation to his participation in the LTIP.

A summary of the LTIP is set out in Schedule 1 attached to this notice. A copy of the LTIP Rules can be obtained from the Company Secretary upon request.

Details of any Performance Rights issued under the LTIP (and shares issued upon their vesting) will be published in each annual report of the Company relating to the period in which they have been issued, together with a note that approval of the issue was obtained under Listing Rule 10.14.

Additional persons:

• who become entitled to participate in the LTIP after this resolution is approved;

• who were not named in this notice of meeting; and

• who are directors of the Company, associates of a director of the Company or persons to whom ASX considers this criteria should apply,

will not participate in the LTIP until approval is obtained under Listing Rule 10.14.

Allocation of Performance Rights to Greg Kilmister will be made no later than 12 months after the date of this meeting.

Any issue of shares to Greg Kilmister under this approval will be made no later than 3 years after the date of this meeting.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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This item is not a resolution to grant any Performance Rights to Greg Kilmister. It is an authority for the Board of the Company to grant the Performance Rights.

Recommendation

Each of the Directors (other than Greg Kilmister who is not entitled to vote) recommends the approval of the grant of equity‐based performance rights to Greg Kilmister. None of the Directors (other than Greg Kilmister) has an interest in the outcome of this resolution.

Item 6 Change of Company Name

The Board proposes to change the name of the Company from Campbell Brothers Limited to ALS Limited.

The nature of the Company’s business has changed dramatically since its commencement over 140 years ago and was entirely a domestically focused soap and chemical business.

Changing the name is part of the natural progression of your company, reflecting that over the last ten years or so, it has emerged from a diversified laboratory services and chemical solutions business to a predominately global provider of testing and analytical laboratory services.

The name Campbell Brothers no longer reflects the nature of our businesses as a whole.

The name ALS provides a better association with the company’s current services.

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Item 7 Share Split resolution

A share split is intended to benefit all shareholders by creating improved liquidity and turnover in the trading of shares and increasing affordability of the shares to retail investors.

The Company’s shares have over the 3 years to 31 March 2012 traded at prices ranging from around $9 to a high of around $67, with the shares currently trading at around $52. A share split has been under consideration by the Company for some time having regard to the prices at which the shares have been trading on the Australian Securities Exchange (“ASX”).

The effect of the resolution

Section 254H of the Corporations Act enables a company to convert all or any of its shares into a larger number of shares by a resolution passed at a general meeting. It is proposed that the Company subdivide all of its fully paid ordinary shares on issue at 7.00 pm (Brisbane Time) on 9 August 2012 on the basis that every one fully paid ordinary share will be divided into 5 fully paid ordinary shares, to take effect on that date (“Share Split”). If the resolution is approved, normal settlement trading of the post‐Share Split shares will recommence from the start of trading on 17 August 2012.

Immediately after the Share Split takes effect, each shareholder will still hold the same proportion of the Company’s share capital as before the Share Split. Each performance right on issue at the time under the Company’s employee equity plans will be split into 5.

Assuming that no further shares or performance rights are issued by the Company on or after the date of the accompanying Notice of Meeting, the Share Split will result in the total number of fully paid ordinary shares in the issued capital of the Company increasing from 67,503,411 to 337,517,055 fully paid ordinary shares and performance rights on issue under the Company’s Performance Rights Plan increasing from 151,333 to 756,665.

Australian income tax considerations

The ALS brand is a strong and valuable brand. The ALS brand is well recognised on a global scale by our customers and competitors for providing quality testing and analytical laboratory services.

Campbell Brothers is no longer a recognised or relevant brand for what we do. It is important that the company name is relevant and meaningful to our staff and customer base, not just here in Australia, but globally.

Shareholders should see the name change in a positive way, recognising it is appropriate based on where the company has evolved.

Recommendation

The Directors unanimously recommend the approval of the Company Name Change.

It is generally expected that there will not be any Australian income tax consequences for shareholders arising from the Share Split. However, the Company strongly recommends that shareholders seek and obtain their own specific advice (taking into account their particular circumstances) in relation to the proposed Share Split. Neither the Company, the Directors nor the Company’s advisers accept any responsibility for any individual shareholder’s taxation consequences of the Share Split.

Timetable

If the Share Split is approved by the Company’s shareholders in accordance with proposed resolution at item 7 in the accompanying Notice of Meeting, the following indicative timetable will apply.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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Please note that:

• the following timetable is indicative only and, among other things, is subject to approval by ASX and may be changed by the Company. Any variation of the timetable set out below will be announced on ASX and published on the Company’s website; and

• after the Share Split becomes effective, the Company will dispatch holding statements to shareholders advising them of the number of fully paid ordinary shares held by them before and after the Share Split.

the Share Split.
Action	Date
Date of Company’s AGM. Company notifies ASX of approval of Share Split.	31 July 2012
Last day for trading Shares on a pre‐Share Split basis.	1 August 2012
Trading commences in post‐Share Split shares on deferred settlement basis	2 August 2012
Last day for registration of transfers of shares on a pre‐Share Split basis. Share Split effective at 7.00 pm (Brisbane time).	9 August 2012
First day for the Company to register shares on a post‐Share Split basis. Notices sent to shareholders notifying them of number of shares held pre and post‐Share Split.	10 August 2012
New Holding statements despatched to shareholders notifying them of number of shares held post‐Share Split. End of deferred settlement trading.	16 August 2012
Normal settlement trading in the Company’s shares recommences.	17 August 2012

Recommendation

The Directors unanimously recommend the approval of the Share Split.

Item 8 Financial Statements and Reports

Section 317 of the Corporations Act 2001 requires the Company to lay its Financial Report, the Directors’ Report and the Auditor’s Report for the last financial year before the Annual General Meeting.

There is no requirement for the Financial Statements and Reports (excluding the Remuneration Report) to be formally approved by shareholders.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on these reports and on the business, operations and management of the Company. The Company’s external auditor, KPMG, will be in attendance to respond to questions in relation to the conduct of the audit and the preparation and content of the Auditor’s Report.

Item 9 Retirement of Geoff McGrath

Geoff McGrath has been a non‐executive director of the Company for 9 years, having first been appointed to the Board in 2003. He will be retiring as a Director and Chairman of the Company at the close of this year’s AGM.

VOTING EXCLUSIONS

The Corporations Act 2001 (Cth) ( Corporations Act ) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on several of the resolutions to be considered at the meeting. These voting exclusions are described below:

Item 3 – Increase in Fee Pool for Non‐Executive Directors

The following persons may not vote, and the Company will disregard any votes cast by the following persons, on the resolution proposed in item 3 ( Resolution 5 ):

• A Director and any associate of a Director. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chair of 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.

• A member of the key management personnel for the Campbell Brothers consolidated group, or a closely related party of any such member, that is appointed as a proxy where the proxy appointment does not specify the way the proxy is to vote on Resolution 5, unless:

• the proxy is the Chair of the meeting at which Resolution 5 is voted on; and

• the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 5 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Campbell Brothers consolidated group.

Item 4 ‐ Remuneration Report

Except to the extent otherwise permitted by law, the following persons may not vote, and the Company will disregard any votes cast by the following persons, on the resolution proposed in item 4 ( Resolution 6 ):

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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• A member of the key management personnel for the Campbell Brothers consolidated group whose remuneration details are included in the Remuneration Report, or a closely related party of any such member, unless:

• that person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 6; or

• that person does so as a proxy, the proxy is the Chair of the meeting at which Resolution 6 is voted on and the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 6 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Campbell Brothers consolidated group; and

• the vote is not cast on behalf of a member of the key management personnel for the Campbell Brothers consolidated group whose remuneration details are included in the Remuneration Report, or a closely related party of any such member.

• A member of the key management personnel for the Campbell Brothers consolidated group whose remuneration details are not included in the Remuneration Report, or a closely related party of any such member, that is appointed as a proxy where the proxy appointment does not specify the way the proxy is to vote on Resolution 6, unless:

• the proxy is the Chair of the meeting at which Resolution 6 is voted on; and

• the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 6 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Campbell Brothers consolidated group.

Item 5 ‐ Grant of Performance Rights to Managing Director

The following persons may not vote, and the Company will disregard any votes cast by the following persons, on the resolution proposed in item 5 ( Resolution 7) :

• Greg Kilmister and any of his associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chair of 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.

• A member of the key management personnel for the Campbell Brothers consolidated group, or a closely related party of any such member, that is appointed as a proxy where the proxy appointment does not

specify the way the proxy is to vote on Resolution 7, unless:

• the proxy is the Chair of the meeting at which Resolution 7 is voted on; and

• the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 7 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Campbell Brothers consolidated group.

For the purposes of these voting exclusions:

• The ' key management personnel for the Campbell Brothers consolidated group ' are those persons having authority and responsibility for planning, directing and controlling the activities of the Campbell Brothers consolidated group either directly or indirectly. It includes all Directors (executive and non‐executive) and selected members of the Management Team reporting to the Managing Director and Chief Executive Officer.

The key management personnel for the Campbell Brothers consolidated group during the year ended 31 March 2012 are listed in Note 35 to the Financial Statements for the year ended 31 March 2012 contained in the Company's Annual Report 2012.

• A ' closely related party ' of a member of the key management personnel for the Campbell Brothers consolidated group means:

• a spouse or child of the member; or

• a child of the member’s spouse; or

• a dependant of the member or of the member’s spouse; or

• anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the meeting under a power of attorney – on the basis that references to persons attending and voting as proxy are read as references to persons attending and voting as attorney and references to an instrument under which the proxy is appointed are read as references to the power of attorney under which the attorney is appointed.

Where a shareholder has indicated on the proxy form that the Chairman of the Meeting may exercise undirected proxy votes, it is the intention of the Chairman of the Meeting to vote undirected proxies, where such a vote will be able to be counted despite any voting exclusion, in favour of all Resolutions contemplated in this Notice of Meeting.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

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ENTITLEMENT TO VOTE

For the purposes of the meeting, the Board has determined, in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , that a shareholder’s voting entitlement will be taken to be the entitlement of that person as shown in the register of members as at 7.00pm (Brisbane time) on 29 July 2012 . Accordingly, those persons are entitled to attend and vote at the Meeting.

PROXIES

1. A shareholder entitled to vote at the Meeting is entitled to appoint not more than two proxies to attend and vote at the Meeting on his or her behalf.

2. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights.

3. The proxy form and a notarially certified copy of the power of attorney or other authority (if any) under which it is signed must be received by the Company's share registrar at least 48 hours before the Meeting at the address below or submitted electronically:

Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria, 3001

Fax (within Australia): 1800 783 447 (outside Australia): +61 3 9473 2555

Lodge by going online at: www.investorvote.com.au

Where a shareholder has indicated on the proxy form that the Chairman of the Meeting may exercise undirected proxy votes, it is the intention of the Chairman of the Meeting to vote undirected proxies, where such a vote will be able to be counted despite any voting exclusion, in favour of all Resolutions.

SHAREHOLDER QUESTIONS

Shareholders are able to submit written questions in advance of the meeting. To submit a written question, please complete and return the accompanying form, or submit the question online, in accordance with the instructions on the form. The form must be received by the Company no later than Tuesday 24 July 2012 (five business days before the meeting date). Questions should relate to matters that are relevant to the business of the meeting as outlined in the Notice of Meeting.

Questions will be collated and, during the meeting, the Chairman will seek to address as many of the more frequently asked questions as possible and, where appropriate, will give the auditor of KPMG (or their representative) the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all questions. Individual responses will not be sent to shareholders. A summary of the questions and answers submitted will be made available as soon as practicable after the meeting and posted on the Company’s website under the Investor Information section.

For Intermediary Online subscribers only: www.intermediaryonline.com

1. Corporations are reminded that to enable a representative to vote on their behalf at the Meeting they must appoint a representative under section 250D of the Corporations Act 2001 . Alternatively, a valid proxy form must be lodged at the above address or submitted electronically.

2. A proxy need not be a shareholder of the Company.

3. It is not necessary to fill in the name of the person to be appointed proxy unless it is desired to appoint a person other than the Chairman.

4. If a shareholder appoints one (1) proxy only, that proxy is entitled to vote on a show of hands or on the taking of a poll.

5. Where a proxy and the shareholder both attend the meeting, the shareholder is not entitled to speak or vote, either on a show of hands or on the taking of a poll, unless notice in writing of the revocation of the proxy's authority was received by the Chairman or at the place for deposit of proxies before the proxy exercises the right to speak or vote.

6. If you require an additional proxy form, contact Computershare Investor Services on 1300 552 270 (within Australia) or +61 3 9415 4000 (outside Australia), who will supply it on request.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

Page 8

Schedule 1

Summary of LTIP

Under the LTIP, the Board, at its discretion, may offer employees, including executive directors, conditional rights to be issued ordinary shares of the Company (“Performance Rights”).

The Performance Rights will be granted and ordinary shares issued (or in limited cases cash payments made) at no cost to the employees, if the Performance Rights vest. The LTIP is designed as a three year rolling plan with participation being determined on an annual basis to ensure the plan is targeted at the appropriate employees.

The LTIP is aligned to shareholder interests as Performance Rights only vest if certain Earnings per Share (“EPS”) and Total Shareholder Return (“TSR”) targets are achieved.

Participation

Access to the LTIP is generally only available to an employee if they are invited and have earned a Short Term Incentive (“STI”) in the previous financial year.

The maximum eligibility in the LTIP for the 2012 offer is set at the STI earned in the previous financial year.

The price used to determine an individual’s allocation of Performance Rights will be the weighted average price of the Company’s shares during the 20 trading days following the date of announcement of the final full year results (i.e. end of May) for the financial year preceding the period to which the grant of Performance Rights relate.

In jurisdictions where the securities or other legislation makes the issue of shares difficult, the individual would be given access to a cash equivalent of the same value of the Performance Rights.

The employee must be employed in the CBL Group on the vesting date to be eligible for issue of the shares (subject to EPS and TSR performance criteria being met).

Employees will not be allowed to enter into any hedging arrangements in relation to any unvested Performance Rights.

Campbell Brothers Limited I Notice of Annual General Meeting 2012

Page 9

L000001

Lodge your vote:

 Online:

www.investorvote.com.au

ABN 92 009 657 489



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I 9999999999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 11.00am (Brisbane time) Sunday, 29 July 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Proxy Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

XX

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Campbell Brothers Limited hereby appoint

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name (s).

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Campbell Brothers Limited to be held at The Sebel & Citigate Hotel, King George Square, Cnr Roma and Ann Streets, Brisbane, Qld on Tuesday, 31 July 2012 at 11.00am (Brisbane time) and at any adjournment of that meeting.

Important Notice for Items 3, 4 and 5 of Business

If the Chairman of the Meeting is authorised to vote as your proxy, you expressly authorise the Chairman of the Meeting to exercise your proxy (including an undirected proxy) even if the Item of Business is connected directly or indirectly with remuneration of a member of the key management personnel of the Company (including, without limitation, Items 3, 4 and 5 of Business). The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3, 4 and 5 of Business.

 Items of Business

PLEASE NOTE : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ITEM OF BUSINESS

2	(i)	Re-elect Bruce Brown
2	(ii)	Re-elect Ray Hill
2	(iii)	Elect Grant Murdoch
2	(iv)	Elect John Mulcahy
3		Increase in Fee Pool
		(See Important Notice above)

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ITEM OF BUSINESS

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4 Remuneration Report
(See Important Notice above)
5 Grant of Performance Rights
(See Important Notice above)
6 Change of Company Name
7 Share Split
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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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C P B

1 4 9 6 9 5 A

I00000101

All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

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Name ................................................................................

Securityholder Reference Number (SRN) or Holder Identification Number (HIN)

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Questions from Shareholders

The Annual General Meeting (AGM) of Campbell Brothers Limited will be held on 31 July 2012 at 11.00am. Shareholders are invited to register questions in advance of the AGM.

This form may also be used to submit a written question to the auditor if the question is relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the AGM.

In the course of the AGM we intend to respond to as many of the more frequently asked questions as is practicable. Responses to the more frequently asked questions will be available on the Campbell Brothers’ website after the AGM.

Shareholder questions must be received by Tuesday 24 July 2012 . Please return the form to our Share Registry, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 or by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (Outside Australia). The envelope provided for the return of your proxy form may also be used for this purpose. Alternatively, you may email your questions to investor@campbell.com.au . If emailing please include your name and Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

Please tick ✓ the box to indicate if the question is directed to the Auditor or to Chairman

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Question/s
Chairman Auditor
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