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A. L. LABORATORIES, INC. One Executive Drive P.O. Box 1399 Fort Lee, New Jersey 07024 Notice of Special Meeting of Stockholders To Be Held on September 27, 1994 To the Stockholders of A. L. Laboratories, Inc.:NOTICE IS HEREBY GIVEN that a Special Meeting of St ockholders of A. L. Laboratories, Inc., a Delaware corporation (the "Co mpany"), will be held at The Clinton Inn Hotel, 145 Dean Drive, Tenafly, New Jer sey 07670, on Tuesday, September 27, 1994 at 11:00 a.m., local time, to co nsider and act upon the following matters: 1. Approval of a Restructuring Agreement dated as of May 16, 1994 by and between Apothekernes Laboratorium A.S, a corpor ation organized and existing under the laws of the Kingdom of Norway ("A. L. Osl o"), and the Company and the transactions contemplated thereby, including, among other things, (i) the acquisition (the "Acquisition") by the Company of t he pharmaceutical, animal health, aquatic animal health and bulk antibiotics businesses of A. L. Oslo and (ii) the transfer of substantially all of the Compa ny's operations to a newly formed subsidiary of the Company. 2. If the matter referred to in item 1 is approved, approval of an amendment to the Company's Certificate of Incorpora tion to increase the percentage of directors elected by holders of the C ompany's Class A Common Stock (the "Class A Stockholders") from 25% to 33 1 /3 % of the Company's Board of Directors (rounded to the nearest whole number, but not less than two members of the Company's Board of Directors). 3. If the matter referred to in item 1 is approved, approval of an amendment to the Company's Certificate of Incorpora tion to change the Company's name to "A.L. Pharma Inc." 4. If the matter referred to in item 1 is approved, election by the Class A Stockholders of one director to the Company 's Board of Directors to hold office effective upon consummation of the Acqu isition until the 1995 Annual Meeting of Stockholders and until such perso n's successors shall be elected and shall qualify. 5. Transaction of such other business as may properl y come before the meeting or any adjournments or postponements thereo f. If the matter referred to in item 1 is not approved by the Company's stockholders, including holders of a majority of th e outstanding shares of the Company's Class A Common Stock voting as a separate class, or the Acquisition is not consummated for any other reason, the amendm ents to the Company's Certificate of Incorporation (the matters referred to in items 2 and 3) and the election of a new' director by the Class A Stockholders (the matter referred to in item 4) will not take effect as they are express ly conditioned upon the consummation of the Acquisition. The Board of Directors has fixed the close of busin ess on August 18, 1994 as the record date for determining the stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. Your vote is important. Whether or not you expect t o attend the Special Meeting in person, please complete, sign, date and mail promptly the enclosed proxy. An envelope is enclosed for your convenience which, if mailed in the United States, requires no additional postage. If y ou attend the Special Meeting, you may then withdraw your proxy and vote in person if you so desire. Your cooperation is appreciated. A Proxy Statement accompanies this notice. By order of the Board of Directors, Beth P. Hecht Secretary August 22, 1994 -IMPORTANT- IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AN D VOTED AT THE SPECIAL MEETING. APPROVAL OF THE MATTERS REFERRED T O IN ITEMS 1, 2 AND 3 REQUIRES, AMONG OTHER THINGS, THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CLASS A STOCK, VOTING AS A SINGLE CLASS. IF A SHARE OF CLASS A STOCK IS NOT VOTED IT WILL HAVE TH E EFFECT' OF A VOTE AGAINST SUCH MATTERS. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE TAKE A MOMENT TO SIGN, DATE AND MAIL YOUR PROXY CARD IN TH E ENCLOSED ENVELOPE. YOUR PROMPTNESS WILL ASSIST YOUR COMPANY IN AVOIDING ADD ITIONAL COSTS OF SOLICITATION.