ALS LIMITED — Capital/Financing Update 2009

Sep 30, 2009

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RIGHTS ISSUE BOOKLET

DETAILS OF AN UNDERWRITTEN 1 FOR 6 RENOUNCEABLE RIGHTS ISSUE OF ORDINARY SHARES AT AN ISSUE PRICE OF A$22.00 PER NEW SHARE

Joint Underwriters

J.P. Morgan Australia Limited

RBS Morgans Corporate Limited

This Rights Issue Booklet is not a prospectus and has not been lodged with ASIC. It does not contain all the

information that an investor would find in a prospectus or on which an investor would expect to make an informed decision as to whether or not to accept this offer. As Campbell Brothers is a listed disclosing entity which meets the requirements of section 708AA of the Corporations Act as modified by ASIC Class Orders CO 07/571 and CO 08/35, the Rights Issue will be made without a prospectus.

This is an important document which is accompanied by an Entitlement and Acceptance Form and both should be read in their entirety. This document requires your immediate attention and if you are in any doubt about its contents or the course of action you should take, please call your broker, professional adviser or the Campbell Brothers Offer Information Line if you have any questions.

CONTENTS

CHAIRMAN’S LETTER

KEY DATES FOR THE RIGHTS ISSUE

ASX ANNOUNCEMENT

INVESTOR PRESENTATION

WHAT YOU NEED TO DO

IMPORTANT INFORMATION

CORPORATE DIRECTORY

CAMPBELL BROTHERS WEBSITE:

To view annual reports, shareholder and company information, news announcements, background information on Campbell Brothers’ businesses and historical information, visit Campbell Brothers’ website at www.campbell.com.au.

CAMPBELL BROTHERS OFFER INFORMATION LINE:

• Australia: 1300 495 460

• Overseas: +61 3 9415 4333

Open 7:30am to 4:30pm (AEST) Monday to Friday during the Rights Issue period.

CHAIRMAN’S LETTER

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1 October 2009

Dear Shareholder

I am pleased to introduce to you our 2009 renounceable Rights Issue Booklet.

Campbell Brothers is offering to Shareholders one fully paid ordinary share for every six shares already held. The issue price is A$22.00 per share, which represents a discount of approximately 25.7% to the closing market price of A$29.59 on Wednesday, 30 September 2009, the last day the shares traded on the ASX before the Rights Issue was announced. The Rights Issue is renounceable, which means that entitlements may be traded on the ASX or otherwise transferred if you do not wish to take up some or all of the new shares to which you are entitled. Shareholders may also apply for additional new shares in excess of their entitlement* at the same issue price of A$22.00 per share.

The Rights Issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited and will raise approximately A$196.6 million.

The proceeds from the Rights Issue will provide Campbell Brothers with the balance sheet flexibility to take advantage of strategic opportunities. Potential acquisitions continue to be identified and Campbell Brothers are currently analysing a number of these opportunities.

The Rights Issue coincides with the announcement that Campbell Brothers, through its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, proposes to make a cash offer for all of the issued capital in PearlStreet at 56 cents per share. Perth based PearlStreet is the largest provider of Non Destructive Testing (NDT) to the energy, resources and infrastructure sectors, and employs over 500 engineers, scientists and technicians across Australia.

The proposed acquisition of PearlStreet will provide Campbell Brothers with an excellent platform from which to grow its presence in the NDT market. The acquisition is consistent with Campbell Brothers' stated objective of diversifying its analytical services business, both geographically and in terms of service capability.

Campbell Brothers has also updated its first half FY10 NPAT guidance to approximately A$38 million, which is in line with its previous guidance of A$35 – 40 million. Customer activity levels are showing clear signs of stabilisation and improvement and the increased predictability within Campbell Brothers' core business gives it confidence in expanding its footprint.

• There is no guarantee of the number of new additional shares (if any) that will be available for Shareholders to take up in addition to their entitlement under the Rights Issue.

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 C A M P B E L L B R O T H E R S L I M I T E D A B N 9 2 0 0 9 6 5 7 4 8 9

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Details of the Rights Issue and how to participate and take advantage of the Rights Issue can be found in this Rights Issue Booklet. Shareholders who are in any doubt as to how they should respond to this Rights Issue should consult their stockbroker, accountant, solicitor or other independent professional adviser.

Campbell Brothers has enjoyed very strong Shareholder support over many years, and we are conscious of providing all Shareholders with the opportunity, where possible, to participate in the future growth of our company.

We look forward to your consideration of this Rights Issue and your continued support.

Yours faithfully

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GEOFF McGRATH Chairman

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

This letter, and the accompanying ASX announcement, Investor Presentation, Rights Issue Booklet and Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person. The Entitlements and the New Shares have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or in a transaction exempt from or not subject to the registration requirements of the Securities Act.

Forward looking statements, opinions and estimates provided in this letter are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

KEY DATES FOR THE RIGHTS ISSUE

Event	Date
Ex-Date and rights trading commences	Tuesday, 6 October 2009
Record Date for the Rights Issue	6:00pm (AEST) on Monday, 12 October 2009
Mailing of Rights Issue Booklet and Entitlement and Acceptance Form to Eligible Shareholders	Wednesday, 14 October 2009
Rights Issue opens	Wednesday, 14 October 2009
Rights trading ends	Monday, 26 October 2009
Rights Issue closes	5:00pm (AEST) on Monday, 2 November 2009
Issue of New Shares under the Rights Issue	Wednesday, 11 November 2009
Despatch of holding statements and CHESS notices	Wednesday, 11 November 2009
Normal trading of New Shares issued under the Rights Issue expected to commence on ASX	Thursday, 12 November 2009

Note: All times and dates refer to Australian Eastern Standard Time (AEST).

Applicants are encouraged to submit their Entitlement and Acceptance Form and Application Monies as soon as possible after the Rights Issue opens. Campbell Brothers, in conjunction with the Underwriters, reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws, to vary any of the above dates of the Rights Issue, including extending the Rights Issue or accepting late applications, either generally or in particular cases, without notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares. No cooling off rights apply to the Rights Issue.

Your Entitlement is renounceable, which means that if you do not wish to acquire New Shares, you may sell your Entitlement on the ASX or otherwise deal with them. It is important that you accept all or part of your Entitlement or deal with your Entitlement as described in the instructions in the “What You Need To Do” section of this Rights Issue Booklet. Shareholders who take no action in respect of their Entitlement will receive no benefit and their Entitlement will lapse.

Enquiries

If you are in doubt as to the course you should follow you should consult your stockbroker, accountant, solicitor or other independent professional adviser. If you:

• have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or

• you have lost your Entitlement and Acceptance Form and would like a replacement form,

please call the Campbell Brothers Offer Information Line on 1300 495 460 (local call cost within Australia) or on +61 3 9415 4333 (outside Australia) at any time from 7:30am to 4:30pm (AEST) Monday to Friday during the Rights Issue period.

ASX ANNOUNCEMENT – CAMPBELL BROTHERS RIGHTS ISSUE LAUNCH & OFFER FOR PEARLSTREET

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ASX RELEASE

1 October 2009

Campbell Brothers Limited announces a A$196.6 million fully underwritten Rights Issue and proposal to make an all cash offer for PearlStreet Limited

Campbell Brothers Limited (ASX Code: CPB) has today launched a fully underwritten 1 for 6 renounceable rights issue to raise approximately A$196.6 million.

The issue price under the Rights Issue is A$22.00 per share; a 25.7% discount to the last closing price of Campbell Brothers shares on 30 September 2009 and a 22.8% discount to the Theoretical Ex-Rights Price. The Rights Issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited.

The proceeds from the Rights Issue will provide Campbell Brothers with the balance sheet flexibility to take advantage of strategic opportunities. Potential opportunities continue to be identified and Campbell Brothers are currently analysing these opportunities.

Campbell Brothers also announced today that its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, proposes to make a cash offer for all of the issued capital in PearlStreet Limited (ASX Code: PST).

FY10 Guidance Updated

Campbell Brothers today updated its first half FY10 NPAT guidance to approximately A$38 million in line with previous guidance of A$35 – A$40 million, with Managing Director Greg Kilmister commenting:

“Our customers’ activity levels are showing clear signs of stabilisation and improvement, which bodes well for volume throughput in our laboratories.”

Proposed offer for PearlStreet

Campbell Brothers proposes to offer PearlStreet shareholders cash consideration of 56 cents per share. The proposed offer for PearlStreet implies total consideration of approximately A$86.7 million, comprising A$42.1 million for equity[1] and A$44.6 million for net debt as at 30 June 2009.

Perth-based PearlStreet is the largest Non Destructive Testing (NDT) services provider in Australia. It provides testing, inspection and asset care services to the energy, resources and infrastructure sectors. PearlStreet has over 500 employees across Australia, including engineers, scientists and technicians.

The proposed offer will be subject to limited conditions, including a Board recommendation and a minimum 90% acceptance condition. Importantly, the proposed offer will not be subject to any finance or due diligence condition.

J.P. Morgan Australia Limited is acting as sole financial advisor and Minter Ellison is acting as sole legal advisor to Campbell Brothers on the proposed offer for PearlStreet.

Please refer to Campbell Brothers’ announcement of its proposal to make an offer for PearlStreet released to the ASX on 1 October 2009 for further information in relation to the offer and conditions.

1 Based on consideration under the Proposed Offer of 56 cents per share and PearlStreet ordinary shares on issue as at 30 September 2009. Note that PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30 November 2009.

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

C A M P B E L L B R O T H E R S L I M I T E D A B N 9 2 0 0 9 6 5 7 4 8 9

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Rights Issue

The Rights Issue will give existing Campbell Brothers shareholders the opportunity to acquire 1 new Campbell Brothers share for every 6 existing Campbell Brothers shares at the issue price of A$22.00 per New Share.

The Rights Issue is renounceable, which means that rights may be traded on the ASX or otherwise transferred if shareholders do not wish to take up some or all of the New Shares to which they are entitled. Shareholders who take up their full entitlement will be able to apply for additional New Shares at the same issue price, being A$22.00 per share.[2]

New Shares issued under the Rights Issue will rank equally with existing ordinary shares on issue and will be entitled to Campbell Brothers’ FY10 interim dividend.

Post the Rights Issue, Campbell Brothers’ gearing will reduce from 34% to below 20% (including the proposed acquisition of PearlStreet and before any other bolt-on acquisitions) or below 10% (excluding any acquisitions). This provides Campbell Brothers with the financial flexibility to pursue further strategic opportunities.

Further details regarding the timetable for the Rights Issue are included in the Annexure to this announcement.

The Rights Issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited and Minter Ellison is acting as sole legal advisor on the Rights Issue.

Shareholder enquiries

For further information:

Greg Kilmister, Managing Director, Campbell Brothers Limited, +61 7 3367 7900

2 Additional shares will be subject to availability. Applications for additional shares may be scaled at the sole discretion of the Directors of Campbell Brothers

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Annexure A

Rights Issue Timetable

Event	Date
Announcement date	1 October 2009
708AA cleansing notice, offer document, shareholder presentation and Appendix 3B lodged with the ASX	1 October 2009
Rights begin trading and shares quoted as ‘ex-rights’	6 October 2009
Record Date	6.00pm, 12 October 2009
Rights trading ends	26 October 2009
Deferred settlement trading	27 October 2009
Offer closes	5.00pm, 2 November 2009
ASX notified of under-subscriptions	No later than 6 November 2009
Despatch date (deferred settlement trading ends)	No later than 11 November 2009
Normal trading commences	12 November 2009

Dates and times are indicative only and subject to change without notice. All times and dates refer to AEST time.

INVESTOR PRESENTATION

Campbell Brothers Limited

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1 for 6 renounceable rights issue to raise
approximately A$196.6 million
Proposed offer for PearlStreet Limited
Greg Kilmister — Managing Director
1 October 2009
Not for distribution in the United States or to U.S. persons 0
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Disclaimer

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� This presentation contains summary information about Campbell Brothers Limited and its subsidiaries (Campbell Brothers) and their
activities and is dated 1 October 2009. The information in this presentation does not purport to be complete or comprehensive, and does
not purport to summarise all information that an investor should consider when making an investment decision. It should be read in
conjunction Campbell Brothers other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange
which are available at www.asx.com.au. No representation or warranty, express or implied, is made as to the fairness, accuracy,
completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent
permitted by law, none of the Company, its directors, employees advisors or agents (including the underwriters), nor any other person
accepts any liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of the
information contained in this presentation.
� The information contained in this presentation is for information purposes only and does not constitute an offer to issue, or arrange to
issue, securities or other financial products. Nothing in this presentation should be considered as a solicitation, offer or invitation in any
place where, or to any person to whom, it would not be lawful to make such a solicitation, offer or invitation. No action has been taken to
register the Rights Issue in any jurisdiction outside of Australia. The distribution of this presentation outside Australia may be restricted by
law. Any recipient of this document outside Australia must seek advice on and observe any such restrictions.
� No part of this presentation should be relied upon as advice to investors or potential investors as it does not take into account the
investment objectives, financial situation or needs of any particular investor. Before making an investment decision, you should consider
whether it is a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the
merits or risks involved. Past performance is no guarantee of future performance. Forward looking statements, opinions and estimates
provided in this Investor Presentation are based on assumptions and contingencies which are subject to change without notice, as are
statements about market and industry trends, which are based on interpretations of current market conditions. Forward looking
statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should
not be relied upon as an indication or guarantee of future performance.
� This Investor Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to,
or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended
(Securities Act)). The Shares offered in the Rights Issue have not been and will not be registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. Persons absent registration or in a transaction exempt from, or not subject to, the registration requirements of the
Securities Act.
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Agenda
Executive Summary
Trading Update
Bolt-on Acquisition Opportunities
Equity Raising
Appendix
2
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Executive Summary
Trading update � Campbell Brothers updates first half FY10 NPAT guidance to approximately A$38 million in line with previous
guidance of A$35 – 40 million
� Customer activity levels show clear signs of stabilisation and improvement
� Increased predictability of core business gives Campbell Brothers confidence to expand its footprint
Bolt-on acquisition � Potential opportunities continue to be identified, and Campbell Brothers are currently analysing these opportunities
opportunities � Campbell Brothers has announced its wholly owned subsidiary, Australian Laboratory Services Pty Ltd (ALS),
proposes to make an offer for PearlStreet Limited (ASX Code: PST) at 56 cents per share, subject to limited conditions
(proposed offer) [1]
– PearlStreet is the largest non-destructive testing (NDT) service provider in Australia
– This bolt-on acquisition will enhance ALS’ business by broadening its testing capability into NDT
– Implies total consideration of A$86.7 million; [2] Represents 7.7x FY09 EV/EBITDA [2] and 10.8x FY09 P/E [2]
Equity raising Approximately A$196.6 million fully underwritten renounceable rights issue [3]
Offer structure � 1 for 6 renounceable rights issue
� Offer price of A$22.00 per new share, representing a 22.8% discount to TERP and 25.7% discount to the last closing
price of A$29.59 per share on 30 September 2009
� Rights will be traded on the ASX
� Fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited
Use of proceeds � To increase balance sheet flexibility to take advantage of strategic opportunities
� To contribute to potential bolt-on acquisitions (including, potentially, PearlStreet) [4]
� To reduce pro forma gearing from 34% to below 20% (including the proposed acquisition of PearlStreet and before any
other bolt-on acquisitions) or to below 10% (excluding any acquisitions)
1. Also refer to page 12 and Campbell Brothers announcement dated 1 October 2009 in relation to the proposed offer for PearlStreet; 2. Based on consideration under the
Proposed Offer of 56 cents per share, comprising A$42.1 million for equity (based on ordinary shares on issue as at 30 September 2009) and A$44.6 million for net debt as at 30
June 2009. Note that PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30 November 2009. PearlStreet EBITDA and NPAT
are on an underlying basis; 3. The equity raising will proceed whether or not Campbell Brothers proceeds with the proposed offer for PearlStreet; 4. Note that the proposed offer for
PearlStreet is not subject to any finance or due diligence conditions.
For summary of key risks, refer to pages 21 to 25
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Agenda
Executive Summary
Trading Update
Bolt-on Acquisition Opportunities
Equity Raising
Appendix
4
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Maintenance of Strong Historical Growth
Full year underlying NPAT growth 40% 37% 51% 38% 49%
120 240
100 200
80 160
60 120
40 80
20 40
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Year End March
First Half Second Half EPS H1 EPS H2 FY
Campbell Brothers
Source: Campbell Brothers company filings
5 5
49
39
26 EPS (cents)
17 57
Full year underlying NPAT growth (A$ million) Excluding Unusual Items 67 77 67 96 108 1114 17 26 33
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-
Group Segment Performance 2008 09
Segmental revenue Segmental EBIT
5% 2%
14%
ALS Laboratory Group
18% 68% Campbell Chemical
Reward Distribution Group
93%
FYE Mar 2009 ALS Group Campbell Chemicals Reward Distribution
Revenue A$629 million A$164 million A$133 million
EBIT¹ A$156 million A$8 million A$3 million
¹ Pre corporate allocations
Contribution to revenue growth
Reward Organic
Chemicals Acquisition
ALS Currency
(10%) 0% 10% 20% 30%
Source: Campbell Brothers company filings and information
6 6
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ALS Laboratory Group Overview
FYE Mar 2008 Mar 2009 Change
Revenue A$468 million A$629 million 34% a
EBITDA A$135 million A$187 million 39% b
EBITDA margin 29% 30% b
EBIT A$112 million A$156 million 39% a
6 continents
39 countries
131 laboratories
Source: Campbell Brothers company filings
7 7
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Trading Update

• Campbell Brothers updates first half FY10 NPAT guidance to approximately A$38 million in line with previous guidance of A$35 – 40 million

• Customer activity levels show clear signs of stabilisation and improvement

• Increased predictability of core business gives Campbell Brothers confidence in expanding its footprint

• Source: Campbell Brothers information 8

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Agenda
Executive Summary
Trading Update
Bolt-on Acquisition Opportunities
Equity Raising
Appendix
9
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- Bolt on Acquisition Opportunities and Focus Areas

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Acquisition strategy Global Testing, Inspection & Certification Market Segments
� To seek bolt-on acquisitions in market sectors where
ALS has demonstrated its core competencies and its
ability to create sustainable competitive advantage Government &
� Strategy of expansion both geographically and in Institutions
terms of breadth of service offering of existing Minerals
� businessesFocus areas include minerals, coal, environmental, life CertificationSystems & Services Environmental
sciences (food), agriculture and now oil & gas and Life Sciences
industrial (e.g. condition monitoring, NDT etc.) Life Sciences (Food)
� Potential bolt-on acquisitions continue to be identified, Bioanalytics)(Pharma & Agriculture
and Campbell Brothers is currently analysing a number
of these opportunities Automotive Oil & Gas
– Announced proposed offer for PearlStreet at 56
cents per share
� Proven track record in successfully executing and integrating bolt-on acquisitions, both domestically and Consumer Testing
offshore, over the last several years
– ALS has made more than 10 strategic bolt-on
acquisitions since 2004
� Increased predictability of the core business gives Campbell Brothers confidence in expanding its Industrial
footprint
Existing focus Emerging focus
Source: Campbell Brothers information and estimates
10
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-
Successful History of Bolt on Acquisitions
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Successful History of Bolt-on Acquisitions

Successful History of Bolt-on Acquisitions

11 Environmental Environmental Environmental Minerals Environmental Environmental Coal Coal Environmental Tribology Environmental Division January 2006 Canada ETL Chemspec Analytical Ltd January 2006 Czech Republic Ecochem a.s. December 2004 Taiwan Taiwan Hyogo Environmental Analysis Corp. July 2006 Sweden Analytica AB November 2006 West Africa Abilab Group July 2008 USA Staveley Services North America Inc May 2008 Thailand IQA Laboratory Co., Ltd November 2007 South Africa Witlab (Pty) Ltd October 2007 Australia ACIRL Pty Ltd August 2007 USA E-Lab Analytical Group October 2008 Date USA DataChem Laboratories Group Geography Company � Campbell Brothers has a proven track record in successfully executing and integrating bolt-on acquisitions, both domestically and offshore, over the last several years Source: Campbell Brothers company filings and information

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Offer for PearlStreet
� Campbell Brothers has announced its wholly owned subsidiary, ALS, proposes to make a cash offer for
PearlStreet at 56 cents per share
– Represents a premium of 79% to PearlStreet’s 5 day VWAP of 31 cents per share up to 28 September
2009 [1]
– Total proposed consideration of approximately A$86.7 million, comprises A$42.1 million [2] for equity and
A$44.6 million for net debt as at 30 June 2009
� Financially compelling
– Represents 7.7x FY09 EBITDA [2] and 10.8x FY09 P/E [2]
– Post the equity raising, pro forma gearing reduces from 34% to below 20% (before any other bolt-on
acquisitions)
� Strategically compelling bolt-on acquisition
– Largest NDT service provider in Australia
– Enhances ALS business by broadening its testing capability into NDT
– Diversification of analytical services business, both geographically and service capability
� Subject to limited conditions, including Board recommendation and minimum 90% acceptances [3]
� Proposed offer is not subject to any finance or due diligence conditions
� PearlStreet has a current equity value of approximately A$32 million (i.e. approximately 2% of Campbell Brothers
equity value) [4]
� The equity raising will proceed whether or not Campbell Brothers proceeds with the proposed offer for PearlStreet
1. The day prior to the announcement of PearlStreet’s proposed recapitalisation; 2. Based on ordinary shares on issue as at 30 September 2009. PearlStreet also has 18.8 million
options with a strike price of 36 cents per share exercisable on or before 30 November 2009. PearlStreet EBITDA and NPAT are on an underlying basis; 3. Also refer to Campbell
Brothers announcement dated 1 October 2009 in relation to the proposed offer for PearlStreet; 4. As at close of trading on 30 September 2009.
12
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Overview of PearlStreet
Overview Key locations
� Largest NDT services provider in Australia
Mt Isa
� Based in Perth and has over 500 employees
across Australia, including engineers, scientists and technicians Townsville
� Operates through three corporate and 22 branch Kalgoorlie MackayMoranbah
locations across Australia Emerald
� Provides testing, inspection and asset care services to the energy, resources and infrastructure sectors. Services include: Welshpool GladstoneNewcastle(Hunter Valley) Brisbane
– NDT Canning Vale Perth Sydney
–– InspectionIntegrated condition monitoring KwinanaBunburyCollie North MelbourneGillman Adelaide SaleMorwell
–– Engineering & materials consultingMechanical testing Melbourne Newport LongfordLong Island Point
– Asset management
– Heat treatment Branch locations Power
– Analytical services Corporate Offices Oil & Gas / Petrochemical
– Shutdown planning & execution Minerals ProcessingMining & Materials Handling
� Customers include asset owners, operators, Water & Infrastructure
constructors and contractors, as well as
manufacturers of plant and equipment
Source: PearlStreet website; PearlStreet company filings
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Agenda
Executive Summary
Trading Update
Bolt-on Acquisition Opportunities
Equity Raising
Appendix
14
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Equity Raising Summary
� Approximately A$196.6 million fully underwritten renounceable rights issue
Offer structure & � Rights may be traded on the ASX
size
� Shareholders are able to apply for additional shares in excess of their rights (dependent
on shortfall and Campbell Brothers board discretion)
� 1 new share for every 6 existing Campbell Brothers shares
Rights ratio & � Rights issue price of A$22.00 per share
Offer price � 25.7% discount to the last closing price [1] of A$29.59 per share
� 22.8% discount to TERP of A$28.51 per share
� Shares issued under the rights issue will rank equally in all respects with existing ordinary
Ranking /
shares from allotment
dividend
� Shares issued under the rights issue will be entitled to Campbell Brothers’ interim
dividend payable in December 2009
� Rights issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans
Underwriting
Corporate Limited
1. As at close of trading on 30 September 2009
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Use of Proceeds

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The equity raising will enable Campbell Brothers to increase balance sheet flexibility in
order to take advantage of strategic opportunities
� To position Campbell Brothers to take advantage of strategic growth
Balance opportunities
sheet � To reduce pro forma gearing from 34% to below 20% (including the proposed
flexibility acquisition of PearlStreet and before any other bolt-on acquisitions) or to
below 10% (excluding any bolt-on acquisitions)
Bolt-on
acquisitions � To contribute to potential bolt-on acquisitions which continue to be identified
(including, (including, potentially, PearlStreet) [2]
potentially, � Total consideration under the proposed offer for PearlStreet of A$86.7 million,
PearlStreet) [1]
comprising A$42.1 million [3] in equity and A$44.6 million in net debt
1. The proposed offer for PearlStreet is subject to certain defeating conditions (refer to Campbell Brothers announcement dated 1
October 2009 in relation to the proposed offer for PearlStreet). The equity raising will proceed whether or not Campbell Brothers
proceeds with its proposed offer for PearlStreet.
2. Note that the proposed offer for PearlStreet is not subject to any finance or diligence conditions.
3. Based on consideration under the proposed offer of 56 cents per shares and on PearlStreet ordinary shares on issue as at 30
September 2009. PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30
November 2009
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Indicative Financial Impact
A$ million CPB¹ Rights issue Pro forma CPB
Cash & equivalents 60.3 60.3
Receivables 146.8 146.8
Intangibles 268.1 268.1
Other 329.9 329.9
Total assets 805.1 - 805.1
Payables 84.7 84.7
Loans & borrowings 269.8 (190.9) [2] 78.9
Other 37.5 37.5
Total liabilities 392.0 (190.9) 201.1
Net assets 413.1 190.9 604.0
Share capital 242.7 190.9 433.6
Retained earnings, reserves, minorities 170.4 170.4
Total equity 413.1 190.9 604.0
� Gearing reduces from 34% to below 10% 1 As at Campbell Brothers financial year end of 31 March 2009
� Weighted average maturity of current debt facilities 2 Calculated as gross proceeds from offer A$196.6 million, less estimated equity issuance costs of A$5.7 million
is 22 months
Excluding PearlStreet and any other bolt-on acquisitions
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Indicative Rights Offer Timetable
Date Events
Announcement date 1 October 2009
708AA cleansing notice, offer document and Appendix 3B lodged with ASX 1 October 2009
Rights begin trading and shares quoted as ‘ex-rights’ 6 October 2009
Record date for the entitlement offer 6.00pm (AEST) 12 October 2009
Rights trading ends 26 October 2009
Deferred settlement trading 27 October 2009
Offer closes 5:00pm (AEST) 2 November 2009
ASX notified of under-subscriptions No later than 6 November 2009
Despatch date (deferred settlement trading ends) No later than 11 November 2009
Normal trading commences 12 November 2009
[The above timetable is indicative only and subject to change without notice.]
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Ineligible Shareholders

• Ineligible Shareholders are those Shareholders with registered addresses outside of Australia or New Zealand as at the Record Date. Campbell Brothers have decided not to make an offer to these Shareholders in accordance with the ASX Listing Rules. Entitlement and Acceptance Forms are not being sent to Ineligible Shareholders

• � Campbell Brothers will appoint a nominee for Ineligible Shareholders

• Campbell Brothers will issue the nominee with the Entitlements that would have been available for subscription by Ineligible Shareholders had they been eligible to participate in the Rights Issue

• � The nominee will endeavour to sell the Entitlements of these Ineligible Shareholders to purchasers that are sophisticated investors for the purposes of s708(8) of the Corporations Act or professional investors for the purposes of s708(11) of the Corporations Act

• � Campbell Brothers will remit the proceeds of any such sales (net of expenses) proportionately to Ineligible Shareholders 19

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Agenda
Executive Summary
Trading Update
Bolt-on Acquisition Opportunities
Equity Raising
Appendix
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Risks Factors

Introduction

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There are a number of risks, both specific to Campbell Brothers and of a general nature, which may affect the future operating and
financial performance of Campbell Brothers, its investment returns and the value of its shares. Many of the circumstances giving
rise to these risks are beyond the control of Campbell Brothers.
This section describes certain specific areas that are believed to be the major risks associated with an investment in Campbell
Brothers. Each of the risks described below could, if they eventuate, have a material adverse effect on Campbell Brothers’
operating and financial performance. You should note that the risks in this section are not exhaustive of the risks faced by a
potential investor in Campbell Brothers. You should consider carefully the risks described in this section, as well as other
information in this presentation, and consult your financial or other professional adviser before making an investment decision.
General risks
� The financial performance of Campbell Brothers could be affected by changes in economic conditions in
Australia and overseas. Such changes include:
– changes in economic growth, unemployment levels and consumer confidence which may lead to a
general fall in the demand for Campbell Brothers' products and services;
– changes in underlying cost structures for labour and service charges;
– changes in fiscal, monetary or regulatory policy by governments or government agencies or
Changes in instrumentalities, including in relation to inflation and interest rates, which may impact the profitability of
economic Campbell Brothers or a general fall in the demand for Campbell Brothers’ products and services;
conditions: – declines in aggregate investment and economic output in Australia or in key offshore regions; and
– national or international political and economic instability or the instability of national or international
financial markets including as a result of terrorist acts or war or the recent dislocation in credit and capital
markets. Campbell Brothers has in place a number of strategies to minimise the exposure to economic
risk and will engage in prudent management practices to minimise its exposure to risk in the future. In the
circumstances above, such factors may nonetheless have an adverse impact on Campbell Brothers'
financial performance and position.
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Risks Factors (cont’d)
General risks
There are general risks associated with an investment in the share market. As such, the value of New Shares may rise above
or fall below the Issue Price, depending on the financial position and operating performance of Campbell Brothers and other
Share price factors. Further, broader market factors affecting the price of Campbell Brothers shares are unpredictable and may be
risk unrelated or disproportionate to the financial or operating performance of Campbell Brothers. Recent turmoil in global credit
markets has negatively affected economies across the globe and led to increased volatility in stock markets, including ASX.
Continued volatility in global markets could negatively impact the value of the New Shares.
Risks related Future changes in taxation law in Australia and in other jurisdictions, including changes in interpretation or application of the
to changes in law by the courts or taxation authorities in Australia or other jurisdictions, may affect taxation treatment of an investment in
taxation law: Campbell Brothers shares, or the holding or disposal of those shares.
Accounting Campbell Brothers prepares its general purpose financial statements in accordance with AIFRS and with the Corporations Act.
standards Australian Accounting Standards are subject to amendment from time to time, and any such changes may impact on Campbell
Brothers’ statement of financial position or statement of financial performance.
Under AIFRS, Campbell Brothers is required to review the carrying value of its non-financial assets, other than inventory and
Asset deferred tax assets, annually or whenever there is an indication of impairment. If there is any indication of impairment, then the
impairment assets recoverable amount is estimated. Changes in assumptions underlying the recoverable amount of certain assets of
Campbell Brothers as a result of deteriorating market conditions or increasing cost of capital could result in an impairment of
such assets, which may have a material adverse effect on Campbell Brothers’ financial performance and position.
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Risks Factors (cont’d)
Specific risks
Strength of Campbell Brothers’ business is influenced by the general state of the resources sector and a reduction in spending in
resources sector resources exploration and development by other participants in this sector may have a negative impact on the volume throughput of Campbell Brothers’ testing facilities. Other Campbell Brothers’ businesses are impacted by general economic activity.
Market risk Market risk is the risk of an adverse event in financial markets causing a loss of earnings to Campbell Brothers.
Liquidity risk is the possibility of Campbell Brothers being unable to meet its financial commitments when they fall due as a
Liquidity risk result of mismatches in its cash flows from financial transactions. The availability of funding from uncertain financial markets
may increase liquidity risks.
From time to time Campbell Brothers evaluates acquisition opportunities. Any acquisition would lead to a change in the
Acquisition sources of Campbell Brothers’ earnings and could increase the volatility of its earnings. Integration of new businesses into the
activities Campbell Brothers group may be costly and may not generate expected earnings and may occupy a large amount of
management’s time. There is no guarantee that future potential acquisitions will be available on favourable terms or that they
will be successfully integrated.
The offer for PearlStreet is subject to a number of conditions including conditions that there is no material adverse change in
Proposed offer relation to PearlStreet, minimum acceptance level and Campbell Brothers being released from any confidentiality and standstill
for PearlStreet obligations owed to PearlStreet. If these conditions are not satisfied, then the acquisition of PearlStreet will not proceed,
unless the conditions are waived by Campbell Brothers.
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Risks Factors (cont’d)

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Specific risks
Dependence The operating and financial performance of Campbell Brothers is largely dependent on its ability to retain and attract key
on key management personnel. Whilst Campbell Brothers makes every effort to retain key management personnel, there can be no
management guarantee that it will be able to do so. Any loss of key management personnel could adversely affect the Company’s business,
personnel results of operations or financial condition and performance.
Changes in Technology plays an important role in the delivery of services to customers in a cost effective manner. Campbell Brothers’
technology ability to compete effectively in the future will, in part, be driven by its ability to maintain an appropriate technology platform for
the efficient delivery of its products and services.
Industry There is substantial competition for the provision of analytical services in the markets in which Campbell Brothers operates.
competition The effect of competitive market conditions may adversely impact the earnings and assets of Campbell Brothers.
Debt Certain of Campbell Brothers' debt facilities will need to be refinanced at various maturity dates. The inability to refinance these
refinancing risk facilities on satisfactory terms could adversely affect Campbell Brothers' financial performance.
Credit market conditions and the operating and financial performance of Campbell Brothers will affect borrowing costs as well
as the company’s capacity to repay, refinance or increase its debt. Campbell Brothers is subject to covenants in its debt
Credit risk facilities, including interest coverage and leverage tests. If Campbell Brothers were to breach any of these covenants, its debt
could be immediately declared repayable and there is no guarantee that Campbell Brothers would have sufficient cash flow or
be able to source refinancing on acceptable terms.
Adverse The international scope of Campbell Brothers' activities expose it to the financial risks of changes in foreign exchange rates.
foreign The currency of countries in which Campbell Brothers operates may be subject to fluctuation, which may negatively impact
exchange movements Campbell Brothers’ reported financial performance.
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Risks Factors (cont’d)
Specific risks
The operations of Campbell Brothers are subject to health, safety and environmental laws and regulations. These laws and
Health, safety regulations set various standards regulating certain aspects of health, safety and environmental matters and provide for
and penalties and other liabilities for violations of such standards. Campbell Brothers operates in businesses and industries and
environmental with certain materials where certain health, safety and environmental standards and risks (including existing and potential
government taxation related to environmental matters) are present and may from time to time materially impact on Campbell
Brothers’ business, results of operations or financial condition and performance.
As with all businesses, Campbell Brothers is exposed to potential legal and other claims or disputes in the course of its
business, including contractual disputes and other liability claims in relation to the services that it provides. Campbell Brothers
Litigation takes legal advice in respect of such claims and, where relevant, makes provisions and disclosure regarding such claims in its
consolidated financial statements. Although Campbell Brothers seeks to minimise the risk of such claims arising, and their
impact if they do arise, such claims will arise from time to time and could adversely affect Campbell Brothers’ business, results
of operations or financial condition and performance
Future Campbell Brothers’ future dividend and franking levels will be determined by the Board having regard to the operating results
payment of dividends and financial position of Campbell Brothers
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– Disclaimers Foreign Jurisdictions

• This presentation has only been prepared to comply with the requirements of the securities laws of Australia.

• The shares being offered under the Rights Issue described in this presentation are also being offered to eligible shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Investor Presentation is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

• This presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Rights Issue, the Rights or the shares to be issued under the Rights Issue, or otherwise permit the public offering of those shares, in any jurisdiction other than Australia and New Zealand.

• The distribution of this Investor Presentation (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Investor Presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

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Glossary of Key Terms
Term Definition
AEST Australian Eastern Standard Time
AIFRS The Australian equivalents to the International Financial Reporting Standards as issued by the AASB
ASX Australian Securities Exchange
Board The Board of Directors of Campbell Brothers Limited
Corporations Act Corporations Act (Cth) 2001
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortisation
EPS Earnings per share
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Glossary of Key Terms (cont’d)

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Term Definition
EV Enterprise value
FY Financial year ending 31 March
Gearing Net debt / (Net debt + equity)
Those shareholders with registered addresses outside of Australia or New Zealand as at the
Ineligible shareholders Record Date
NPAT Net profit after tax
P/E Price / earnings ratio
TERP Theoretical ex-rights price
Underwriters J.P. Morgan Australia Limited and RBS Morgans Corporate Limited
VWAP Volume weighted average price
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ASX ANNOUNCEMENT – CAMPBELL BROTHERS OFFER FOR PEARLSTREET

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ASX RELEASE

1 October 2009

Campbell Brothers Limited announces proposal to make a cash offer for PearlStreet Limited All cash offer of 56 cents per share 79% premium to 5 day VWAP prior to announcement of recapitalisation

Campbell Brothers Limited (ASX Code: CPB) today announced that its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, proposes to make a cash offer for all of the issued capital in PearlStreet, including shares issued following the exercise of PearlStreet options during the offer period (Proposed Offer).

Perth-based PearlStreet is the largest Non Destructive Testing (NDT) services provider in Australia. It provides testing, inspection and asset care services to the energy, resources and infrastructure sectors. PearlStreet has over 500 employees across Australia, including engineers, scientists and technicians.

Campbell Brothers proposes to offer PearlStreet shareholders a cash consideration of 56 cents per share, which represents a 79% premium to PearlStreet’s 5 day volume-weighted average price (VWAP) of 31 cents per share up to close of trading on 28 September 2009, the day prior to the announcement of PearlStreet’s proposed recapitalisation. In addition, PearlStreet shareholders will retain the benefit of the final 2009 dividend of 1 cent per share. If any further dividends or other rights are declared or paid after 1 October 2009, Campbell Brothers will be entitled to reduce the consideration per share by the amount of the dividend or other right.

The Proposed Offer for PearlStreet represents total consideration of approximately A$86.7 million, comprising A$42.1 million for equity[1] and A$44.6 million for net debt as at 30 June 2009.

Campbell Brothers’ Proposed Offer will provide PearlStreet shareholders with the opportunity to realise a significant premium for all of their shares. In addition, the ability to receive cash is attractive given the illiquid market for PearlStreet shares.

Greg Kilmister, Campbell Brothers’ Managing Director commented:

“The acquisition of PearlStreet will provide Campbell Brothers with an excellent vehicle to grow its presence in the NDT market, and will complement our existing portfolio of testing businesses.

It represents a significant step towards our goal of diversifying our analytical services business, both geographically and in terms of capabilities.

We look forward to early engagement with PearlStreet during the offer process, with the aim of early satisfaction of outstanding conditions and completion of the offer.”

The Proposed Offer will be subject to limited conditions, summarised in Annexure A, including a Board recommendation and a minimum 90% acceptance condition. Importantly, the Proposed Offer will not be subject to any finance or due diligence conditions.

J.P. Morgan Australia Limited is acting as financial adviser and Minter Ellison is acting as legal adviser to Campbell Brothers.

For further information please contact:

Greg Kilmister Managing Director Campbell Brothers Limited Tel: +61 7 3367 7900

1 Based on consideration under the Proposed Offer of 56 cents per share and PearlStreet ordinary shares on issue as at 30 September 2009. Note that PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30 November 2009.

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 C A M P B E L L B R O T H E R S L I M I T E D A B N 9 2 0 0 9 6 5 7 4 8 9

ANNEXURE A – BID CONDITIONS

Defeating conditions

(a) Board recommendation

The PearlStreet Board makes a recommendation to PearlStreet shareholders that they accept the offer in the absence of a higher offer.

(b) Minimum acceptance

Before the end of the offer period, Campbell Brothers and its associates together have interests in at least 90% (by number) of PearlStreet shares.

(c) No material adverse change

During, or at the end of, the offer period, no event, matter, change or condition occurs, is announced or becomes known to Campbell Brothers (whether or not it becomes public) where that event, matter, change or condition has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial or trading position, profitability or prospects of PearlStreet taken as a whole.

(d) No prescribed occurrence

None of the occurrences specified in Section 652C of the Corporations Act (Cth) 2001 happens between the date of announcement of the offer and the end of the offer period.

(e) Release from standstill and confidentiality obligations

Release of Campbell Brothers and Australian Laboratory Services Pty Ltd from any confidentiality and standstill obligations owed to PearlStreet, to the extent necessary to make and receive acceptances of the offer or any variation of the offer.

(f) Recapitalisation proposal

PearlStreet is released from any obligations in respect of the arrangements with Catalyst Investment Managers Pty Ltd ( Catalyst ) announced by PearlStreet on 29 September 2009 and Catalyst is not issued with any PearlStreet shares or options.

WHAT YOU NEED TO DO – HOW TO APPLY

1. Read this Rights Issue Booklet in its entirety

Eligible Shareholders are being offered the opportunity to apply for 1 New Share for every 6 Campbell Brothers ordinary shares held at 6:00pm (AEST) on the Record Date, at the issue price of A$22.00 per New Share. The Rights Issue is underwritten by the Underwriters, and will raise approximately A$196.6 million (before the deduction of related expenses) and result in the issue of approximately 8.94 million New Shares.

The Rights Issue is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus. As a result, it is important for Eligible Shareholders to read and understand the information on Campbell Brothers and the Rights Issue that has been made publicly available, prior to accepting all or part of their Entitlement or applying for Additional New Shares. In particular, please read this Rights Issue Booklet in its entirety and refer to the Investor Presentation, Campbell Brothers’ interim and annual reports and other announcements made available at www.asx.com.au and also on www.campbell.com.au, under the 'Investor Information' Section.

2. Consider the Rights Issue carefully in light of your particular investment objectives and circumstances

You may do any one of the following:

• apply for all of your Entitlement to New Shares;

• in addition to applying for all of your Entitlement, apply for additional New Shares;

• sell all or part of your Entitlement to New Shares on ASX;

• apply for part of your Entitlement and sell the balance on ASX;

• apply for part of your Entitlement and allow the balance to lapse;

• transfer all or part of your Entitlement to another person other than on ASX with or without subscribing for the balance; or

• not apply for any of your Entitlement and allow it to lapse.

Please consult with your stockbroker, accountant, solicitor or other independent professional adviser if you have any queries or are uncertain about any aspects of the Rights Issue. You should also refer to the “Risks” section of the Investor Presentation accompanying the ASX announcement made on Thursday, 1 October 2009 included in this Rights Issue Booklet.

3. Your Entitlement

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 6 Existing Shares held as an Eligible Shareholder as at 6:00pm (AEST) on the Record Date. Where fractions arise in the calculation of an Entitlement, they have been rounded up to the next whole number of New Shares.

If you have more than one holding of Existing Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each holding. New Shares issued pursuant to the Rights Issue will be fully paid and rank equally with existing Campbell Brothers ordinary shares on issue, including the right to receive any interim dividend in respect of the 6 months ended 30 September 2009.

If an Entitlement and Acceptance Form does not accompany this Rights Issue Booklet, please contact the Campbell Brothers' share registry, Computershare Investor Services Pty Limited.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Existing Shares on behalf of a U.S. Person.

Nominees

The Rights Issue is being made to all Eligible Shareholders on the register of Campbell Brothers at 6:00pm (AEST) on the Record Date with an address in Australia or New Zealand. Campbell Brothers is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Existing Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation in the Rights Issue by the beneficiary is compatible with applicable foreign laws. Campbell Brothers is not able to advise on foreign laws.

4. Acceptance of all or part of your Entitlement

If you decide to take up all or part of your Entitlement then you must complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via BPAY® by following the instructions set out on the personalised Entitlement and Acceptance Form.

Campbell Brothers will treat you as applying for as many New Shares as your payment will pay for in full. Amounts received by Campbell Brothers in excess of your Entitlement may be treated as an application to apply for as many Additional New Shares as this excess amount will pay for in full.

If you decide to take up all or part of your Entitlement then you must ensure that you submit your personalised Entitlement and Acceptance Form with the requisite Application Monies before the close of the Rights Issue at 5:00pm (AEST) on Monday, 2 November 2009. New Shares will be issued on Wednesday, 11 November 2009.

5.

Payment methods

You may make payment of your Application Monies by BPAY® or by cheque, bank draft or money order.

Payment by BPAY®

For payment by BPAY® , please follow the instructions on the personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Reference Number). You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

Please note that should you choose to pay by BPAY® :

• you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

• if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

Please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional New Shares on the Entitlement to which that Reference Number applies.

It is your responsibility to ensure that your BPAY® payment is received by the Registry by no later than 5:00pm (AEST) on Monday, 2 November 2009 (subject to any variation). You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares (only where the amount is A$1.00 or greater) will be refunded as soon as practicable. No interest will be paid to applicants on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

You should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to “Campbell Brothers Rights Issue” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

• for an amount equal to A$22.00 multiplied by the number of New Shares and Additional New Shares that you are applying for; and

• in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application may not be accepted. Please note that post dated cheques may not be accepted.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares (only where the amount is A$1.00 or greater) will be refunded as soon as practicable. No interest will be paid on any Application Monies received or refunded.

Cash payments will not be accepted. Receipts for payment will not be issued.

To participate in the Rights Issue, your payment must be received by the Registry no later than the close of the Rights Issue, at 5:00pm (AEST) on Monday, 2 November 2009 (subject to any variation). Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies to:

Campbell Brothers Limited Offer C/O Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 Australia

A reply paid envelope is enclosed for the convenience of Eligible Shareholders based in Australia. Eligible shareholders in New Zealand will need to affix the appropriate postage.

6. Selling your Entitlement

Your Entitlement is renounceable and will be tradeable on the ASX. Entitlements will commence trading on Tuesday, 6 October 2009 and end on Monday, 26 October 2009. If you do not wish to take up any of your Entitlement, you may sell or transfer your Entitlement by following the instructions set out below.

To sell all your Entitlement

If you wish to sell your Entitlement in full, you must instruct your stockbroker personally and provide them with the necessary details as provided in your Entitlement and Acceptance Form. Allow sufficient time for your instructions to be carried out.

Taking up only part of your Entitlement and selling the balance

If you wish to take up part of your Entitlement and sell the balance, you must:

• instruct your stockbroker personally and provide them with necessary details as provided on your Entitlement and Acceptance Form (allowing sufficient time for your instructions to be carried out by your stockbroker); and

• complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form, indicating the number of New Shares you wish to accept (being less than your Entitlement as specified on the Entitlement and Acceptance Form). Send your completed Entitlement and Acceptance Form (together with Application Monies) to the address set out in part 5 of this section above.

Transferring your Entitlement to another person other than on ASX

If you wish to transfer your Entitlement to another person other than on ASX, you must:

• complete the Entitlement and Acceptance Form in respect of any part of your Entitlement that you wish to take up and make payment in accordance with part 4 of this section above; and

• complete a standard renunciation form (obtainable from your stockbroker or the Registry) in favour of the transferee; and

The completed renunciation form and the transferee's payment for the number of New Shares taken up must be sent by the transferee to the address set out in part 5 of this section above. These documents must be received by no later than 5.00pm (AEST) on Monday, 2 November 2009.

If you do nothing

If you do not take up or sell your Entitlement, it will lapse on Monday, 2 November 2009.

7. Additional New Shares and Allocation Policy

All Eligible Shareholders will be allocated New Shares applied for up to their Entitlement. Eligible Shareholders may also apply for New Shares in excess of their Entitlement. If you wish to apply for Additional New Shares, you are required to complete the Entitlement and Acceptance Form in accordance with the instructions on the form.

Additional New Shares will only be allocated to Eligible Shareholders if and to the extent that Campbell Brothers so determines, in its absolute discretion, having regard to the circumstances as at the close of the Rights Issue.

Allocation of any Additional New Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their Entitlement in full. Any scale-back of applications for Additional New Shares will be at Campbell Brothers’ discretion, and Campbell Brothers’ decision on the number of New Shares to be allocated to you will be final.

No Additional New Shares will be issued to a Shareholder which will result in them increasing their voting power in Campbell Brothers above 20%.

The Underwriters will subscribe for, or procure subscriptions for, any remaining shortfall in accordance with the Underwriting Agreement.

8. Representations by Acceptance

By completing and returning your personalised Entitlement and Acceptance Form with Application Monies or making a payment by BPAY® , you will be deemed to have represented that you are an Eligible Shareholder. You will also be deemed to have represented on behalf of each person on whose account you are acting that:

(a) you are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person;

(b) you acknowledge that the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares (and the New Additional Shares) may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and

(c) you have not and will not send any materials relating to the Rights Issue to any person in the United States, who is or who is acting for the account or benefit of, a U.S. Person.

9. Broker Stamping Fees

A broker stamping fee of 1.0% (plus GST) will be paid on the value subscribed pursuant to a stamped Entitlement and Acceptance Form, subject to the following conditions:

• the broker stamping fee will be limited to A$250 in respect of any one Entitlement and Acceptance Form;

• where an Eligible Shareholder lodges more than one Entitlement and Acceptance Form, the fee is only payable on one Entitlement and Acceptance Form;

• if an individual is applying on behalf of more than one beneficial holder, a list of beneficial holders must be provided in order to receive up to the maximum amount of A$250 per beneficial holder;

• broker stamping fees will only be paid to participating organisations of the ASX and members of the Financial Planning Association of Australia Limited; and

• broker stamping fees will only be paid on BPAY® applications where a Broker Stamping Fee Claim Form and schedule is submitted to the Registry no later than 5:00pm (AEST) on Monday, 9 November 2009. The Broker Stamping Fee Claim Form and schedule (including details of how to submit this form) is available from the Registry on 1300 495 460.

IMPORTANT INFORMATION

This Rights Issue Booklet (including the ASX announcement and Investor Presentation in relation to the Rights Issue) and enclosed personalised Entitlement and Acceptance Form have been prepared by Campbell Brothers. This Rights Issue Booklet is dated Thursday, 1 October 2009.

No party other than Campbell Brothers has authorised or caused the issue of this Rights Issue Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Rights Issue Booklet.

This Rights Issue Booklet is important and requires your immediate attention.

You should read this Rights Issue Booklet carefully and in its entirety before deciding whether to invest in New Shares or Additional New Shares. In particular, you should consider the risk factors outlined in the "Risks" section of the Investor Presentation (enclosed in this Rights Issue Booklet) that could affect the operating and financial performance of Campbell Brothers or the value of an investment in Campbell Brothers.

You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Rights Issue.

Campbell Brothers has applied to the ASX for official quotation of the New Shares. It is expected that normal trading on the ASX of New Shares issued under the Rights Issue will commence on Thursday, 12 November 2009. Campbell Brothers disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the Official List of ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by Campbell Brothers, the Registry or the Underwriters .

1. Eligible Shareholders

This Rights Issue Booklet contains an offer of New Shares to Eligible Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Class Orders CO 07/571 and CO 08/35.

Eligible Shareholders are those holders of Shares who:

• acquired Shares prior to the Ex-Date; and

• continue to be a registered holder of the Shares as at 6:00pm (AEST) on the Record Date; and

• have a registered address in Australia or New Zealand; and

• are eligible under all applicable securities laws to receive an offer under the Rights Issue.

2.

Ineligible Shareholders

Campbell Brothers has decided that it is unreasonable to make the offer to other Shareholders with registered addresses outside of Australia and New Zealand as at the Record Date having regard to the number of Shareholders in each other jurisdiction, the number and value of securities held by those Shareholders and the costs of complying with the legal and regulatory requirements in those jurisdictions. In accordance with the ASX Listing Rules, Entitlement and Acceptance Forms are not being sent to Ineligible Shareholders.

Campbell Brothers will appoint a nominee for Ineligible Shareholders. Campbell Brothers will issue the Nominee with the Entitlements that would have been available for subscription by Ineligible Shareholders had they been eligible to participate in the Rights Issue (Non-participating Rights). The Nominee will endeavour to sell the Non-participating Rights to purchasers who are sophisticated investors for the purposes of s708(8) of the Corporations Act or professional investors for the purposes of s708(11) of the Corporations Act. Campbell Brothers will remit the proceeds of any such sales (net of expenses) proportionately to Ineligible Shareholders.

Neither Campbell Brothers nor the Nominee will be subject to any liability, including for negligence, for failing to sell the Non-participating Rights nor for failing to sell the Non-participating Rights at any

particular price. Any interest earned on the proceeds of the sale of the Non-participating Rights will be applied against costs and expenses of the sale first and any balance will accrue to Campbell Brothers.

If, in the reasonable opinion of the Nominee, there is not a viable market for the Non-participating Rights or a surplus over the expenses of sale cannot be obtained for the Non-participating Rights that would have been offered to the Ineligible Shareholders, then the Non-participating Rights will be allowed to lapse and the Underwriters will subscribe for, or procure subscriptions for the relevant New Shares.

3.

No cooling off rights

Cooling off rights do not apply to an investment in New Shares or Additional New Shares. You cannot withdraw your application once it has been accepted.

4. Not investment or financial product advice

This Rights Issue Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Campbell Brothers is not licensed to provide financial product advice in respect of the New Shares or Additional New Shares. The Rights Issue Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares or Additional New Shares.

Before deciding whether to apply for New Shares or Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Rights Issue, you should contact your stockbroker, accountant, solicitor or other independent professional adviser.

5. Taxation

There may be tax consequences for Shareholders who decide to participate in the Rights Issue and receive New Shares or to transfer or sell their Entitlement (in whole or in part). Campbell Brothers considers that it is not appropriate to give advice to its Shareholders regarding the tax consequences of selling or transferring Entitlements, taking up Entitlements, exercising Entitlements or receiving New Shares under the terms of the Rights Issue. Eligible Shareholders should seek specific advice applicable to their own particular circumstances from their own licensed financial or tax advisers when deciding whether to participate in the Rights Issue.

6. Information availability

Eligible Shareholders in Australia and New Zealand can obtain a copy of this Rights Issue Booklet during the period of the Rights Issue on the Campbell Brothers website at www.campbell.com.au or by calling the Campbell Brothers Offer Information Line on 1300 495 460 (local call cost from within Australia) or +61 3 9415 4333 (outside Australia) at any time from 7:30am to 4:30pm (AEST) Monday to Friday during the Rights Issue period. Persons who access the electronic version of this Rights Issue Booklet should ensure that they download and read the entire Rights Issue Booklet. The electronic version of this Rights Issue Booklet on the Campbell Brothers website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Campbell Brothers Offer Information Line or by visiting the Computershare website at www.investorcentre.com.au.

Note: Neither this Rights Issue Booklet nor the accompanying Entitlement and Acceptance Form may be distributed to or relied upon by, persons in the United States who are, or who are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

7. Future performance and forward looking statements

Neither Campbell Brothers nor any other person warrants or guarantees the future performance of the New Shares, Additional New Shares or any return on any investment made in the New Shares or Additional New Shares or on the basis of the Information. Forward looking statements, opinions and estimates provided in the Information are based on assumptions and contingencies which are subject

to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Any forward looking statements, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Campbell Brothers and the Board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in the Information. Please refer to the “Risks” section of the Investor Presentation accompanying the ASX announcement made on Thursday, 1 October 2009 included in this Rights Issue Booklet.

8. Past performance

Investors should note that the past price performance of Campbell Brothers’ shares provides no guidance as to future price performance.

9. Governing law

This Rights Issue Booklet, the Rights Issue and the contracts formed on completion and return of the Entitlement and Acceptance Forms are governed by the laws applicable in Queensland, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.

10. Foreign jurisdictions

This Rights Issue Booklet has been prepared to comply with the requirements of the securities laws of Australia.

The New Shares being offered under this Rights Issue Booklet are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ). This Rights Issue Booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Rights Issue Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Rights Issue, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Rights Issue Booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Rights Issue Booklet, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The Entitlements and the New Shares (and Additional New Shares) have not been, nor will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States, persons who are U.S. Persons or who are persons acting for the account or benefit of a U.S. Person, and the New Shares (and Additional New Shares) may not be offered, sold or resold in the United States for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Accordingly, the New Shares (and Additional New Shares) may constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Shares (and Additional New Shares) remain restricted securities, the New Shares (and Additional New Shares) may not be deposited in any unrestricted American Depositary Receipt facility with respect to the securities of Campbell Brothers.

11. Underwriting

Campbell Brothers has entered into an underwriting agreement with the Underwriters which sets out their rights and obligations with respect to the Rights Issue (Underwriting Agreement). Under the Underwriting Agreement, the Underwriters have agreed to manage and fully underwrite the Rights Issue.

The obligations of the Underwriters under the Underwriting Agreement to subscribe, or procure subscription for, New Shares under the Rights Issue are subject to the satisfaction of several conditions precedent which are common for transactions of this nature. The Underwriting Agreement also contains a number of customary termination events, and an indemnity, in favour of the Underwriters.

In consideration for the services provided by the Underwriters pursuant to the Underwriting Agreement, Campbell Brothers has agreed to pay the Underwriters an underwriting fee of 2.00% (inclusive of GST) and a management fee of 0.75% (plus GST) of the proceeds of the Rights Issue.

12. Financial data

All dollar values in this Rights Issue Booklet are in Australian dollars (A$).

13. Other interests

Persons holding rights or interests in relation to Shares, other than Shares, will not be entitled to participate in the Rights Issue in respect of those rights or interests unless they have become entitled to exercise their right or interest under the terms of their issue and do so such that they become the holder of Shares and an Eligible Shareholder in respect of those Shares.

14.

Privacy

As an existing Shareholder in Campbell Brothers, Campbell Brothers and the Registry have already collected personal information about you. If you apply for New Shares, Campbell Brothers and the Registry may update that personal information or collect additional personal information about you. Such information may be used to assess your acceptance of New Shares, service your needs as a Campbell Brothers shareholder, provide facilities and services that you request and carry out appropriate administration.

To do that, Campbell Brothers and the Registry may disclose your personal information for purposes related to your shareholding to their agents, contractors or third party service providers to whom they outsource services, including to the Underwriters in order to assess your acceptance of New Shares, the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of shareholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).

If you do not provide Campbell Brothers or the Registry with your personal information then your application may not be able to be processed.

You can request access to your personal information by contacting Campbell Brothers through the Registry as follows:

Computershare Investor Services Pty Limited, GPO Box 2975 Melbourne VIC 3001 Australia Telephone: 1300 552 270 (within Australia) or +61 3 9415 4000 (outside Australia), Email: web.queries@computershare.com.au

15. Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Rights Issue that is not contained in this Rights Issue Booklet.

Any information or representation that is not in this Rights Issue Booklet may not be relied on as having been authorised by Campbell Brothers, or its related bodies corporate in connection with the Rights Issue. Except as required by law, and only to the extent so required:

• none of Campbell Brothers, or any other person (including the Underwriters), warrants or guarantees the future performance of Campbell Brothers or any return on any investment made pursuant to the Information; and

• Campbell Brothers, its officers, employees and advisers (including the Underwriters) disclaim all liability that may otherwise arise due to the Rights Issue Booklet being inaccurate or incomplete in any respect.

The Underwriters have not authorised, permitted or caused the issue, lodgement or submission of this Rights Issue Booklet.

GLOSSARY

Term	Term	Definition
$ or A$ or dollars		Australian dollars.
Additional New Shares		New Shares applied for by an Eligible Shareholder that are in excess of that Eligible Shareholder's Entitlement.
AEST		Australian Eastern Standard Time (i.e. Brisbane time).
Application Monies		A payment or payments made to apply for New Shares.
ASIC		Australian Securities and Investments Commission.
ASX		ASX Limited ABN 98 008 624 691 or, as the context requires, a
		financial market operated by it.
Campbell Brothers		Campbell Brothers Limited ABN 92 009 657 489.
Corporations Act		Corporations Act 2001(Cth).
Eligible Shareholders		A holder of Shares who:
		� acquired Shares prior to the Ex-Date; and � continues to be a registered holder of the Shares as at 6:00pm (AEST) on the Record Date; and � has a registered address in Australia or New Zealand; and � is eligible under all applicable securities laws to receive an offer under the Rights Issue.
Entitlement		The right of an Eligible Shareholder to apply for a number of New
		Shares under the Rights Issue.
Entitlement and		The personalised entitlement and acceptance form accompanying
Acceptance Form		this Rights Issue Booklet which Eligible Shareholders may use to apply for New Shares.
Ex-Date		The first date on which Shares trade without the right to subscribe for
		New Shares, being Tuesday, 6 October 2009.
Existing Shares		Shares held by Eligible Shareholders on the Record Date.
Ineligible Shareholders		A Shareholder:
		� who has a registered address outside Australia or New Zealand; and � to whom ASX Listing Rule 7.7.1(a) applies.
Information		The Rights Issue Booklet (including the ASX announcement and
		Investor Presentation in relation to the Rights Issue) and enclosed personalised Entitlement and Acceptance Form.
Investor Presentation		The investor presentation relating to the Rights Issue given to ASX
		by Campbell Brothers on Thursday, 1 October 2009.
Issue Price		A$22.00 per New Share.
New Share		A Share issued under the Rights Issue.
Nominee		Berne No 132 Nominees Pty Ltd ABN 28 010 413 591.
Non-participating		The Entitlement of an Ineligible Shareholder.
Rights
PearlStreet		PearlStreet Limited ABN 97 107 329 224.
Record Date		6:00pm (AEST) on Monday, 12 October 2009.

Term	Term	Definition
Registry		Computershare Investor Services Pty Limited.
Rights Issue		The 1 for 6 renounceable rights issue to apply for New Shares at the Issue Price set out in this Rights Issue Booklet and the Entitlement and Acceptance Form, and announced to the ASX by Campbell Brothers on Thursday, 1 October 2009.
Securities Act		U.S. Securities Act of 1933, as amended.
Share		A fully paid ordinary share in the capital of Campbell Brothers.
Shareholder		A registered holder of Shares.
Underwriters		J.P. Morgan Australia Limited and RBS Morgans Corporate Limited.
U.S. Person		A "U.S. Person" as defined in Regulation S of the Securities Act.

CORPORATE DIRECTORY

REGISTERED OFFICE

Level 2 299 Coronation Drive Milton QLD 4064

Ph: +61 7 3367 7900 Fax: +61 7 3367 8156

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 19 307 Queen Street Brisbane QLD 4000

Website: www.computershare.com.au

UNDERWRITERS

J.P. Morgan Australia Limited Level 32, 225 George Street Sydney NSW 2000

RBS Morgans Corporate Limited Level 29, 123 Eagle Street Brisbane QLD 4000

FINANCIAL ADVISER

J.P. Morgan Australia Limited Level 32, 225 George Street Sydney NSW 2000

LEGAL ADVISER

Minter Ellison Level 22, Waterfront Place 1 Eagle Street Brisbane QLD 4000

CAMPBELL BROTHERS WEBSITE:

To view annual reports, shareholder and company information, news announcements, background information on Campbell Brothers’ businesses and historical information, visit Campbell Brothers’ website at www.campbell.com.au.

CAMPBELL BROTHERS OFFER INFORMATION LINE:

• Australia: 1300 495 460

• Overseas: +61 3 9415 4333

Open 7:30am to 4:30pm (AEST) Monday to Friday during the Rights Issue period.