ALS LIMITED — Share Issue/Capital Change 2017

Oct 30, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

ALS Limited ABN 92 009 657 489

We (the entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Performance Rights (vesting 1 July 2020)
	Issue of 522,023 Performance Rights (vesting 1 July 2020) Lapsing of 422,263 Performance and Share Rights.

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• Performance Rights are granted to senior executives and key personnel pursuant to the ALS Long Term Incentive (Equity) Plan, adopted at the AGM.

• Each Performance Right carries a right to one fully paid ordinary share in ALS upon specific results being achieved over a three-year period.

• The Performance Rights are subject to combined EPS (earnings per share), TSR (total shareholder return), EBITDA margin (earnings before interest, tax, depreciation and amortisation) and ROCE (return on capital employed) measurements.

• The performance period for this tranche of Performance Rights is measured from 1 April 2017 to 31 March 2020.

• Vesting of the Performance Rights will be calculated on 1 July 2020.

4 Do the[+] securities rank equally in The ordinary shares to be allotted on the all respects from the[+] issue date exercise of the Performance Rights after with an existing[+] class of quoted specific performance results being achieved, +securities? will rank equally with all existing fully paid ordinary shares in ALS Limited from the date If the additional[[+]] securities do of allotment.

If the additional[[+]] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration $6.71 per Performance Right granted.

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	Performance Rights are granted as equity compensation benefits to senior executives and key personnel in accordance with the ALS Long Term Incentive (Equity) Plan.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

• See chapter 19 for defined terms.

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6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A.	N/A.
	N/A. Annexure 1 is not required and has been omitted.
	31 October 2017.
	Number	+Class
	504,221,143	Ordinary shares.
	Number	+Class
	480,280 10,848 67,757 744,610 522,023	Performance Rights (vesting 1 July 2018) Share Rights (vesting 1 July 2018) Share Rights (vesting 1 November 2018) Performance Rights (vesting 1 July 2019) Performance Rights (vesting 1 July 2020)
	Performance Rights and Share Rights do not carry a right to a dividend until vested and exercised into Ordinaryshares.

• See chapter 19 for defined terms. Appendix 3B Page 4

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Part	2	– Pro rata issue N/A	– Pro rata issue N/A
11		Is security holder approval
		required?
12		Is the issue renounceable or non-
		renounceable?
13		Ratio in which the+securities will
		be offered
14		+Class of+securities to which the
		offer relates
15		+Record date to determine
		entitlements
16		Will holdings on different
		registers (or subregisters) be
		aggregated for calculating
		entitlements?
17		Policy for deciding entitlements
		in relation to fractions
18		Names of countries in which the
		entity has security holders who
		will not be sent new offer
		documents
		Note: Security holders must be told how their
		entitlements are to be dealt with.
		Cross reference: rule 7.7.
19		Closing date for receipt of
		acceptances or renunciations
20		Names of any underwriters
21		Amount of any underwriting fee
		or commission
22		Names of any brokers to the issue
23		Fee or commission payable to the
		broker to the issue

• See chapter 19 for defined terms.

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24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

Part 3 – Quotation of securities N/A

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 (b)[All other ][+][securities ]

• See chapter 19 for defined terms.

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Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 N/A If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 N/A If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 N/A A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 31 October 2017 (Company secretary)

Print name: Tim Mullen

== == == == ==

• See chapter 19 for defined terms. 04/03/2013

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