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Press release from CNW Group

Leading independent proxy firm recommends HSE shareholders vote FOR proposed sale of the Company to DXP Enterprises

Monday, June 18, 2012

Leading independent proxy firm recommends HSE shareholders vote FOR proposed sale of the Company to DXP Enterprises21:00 EDT Monday, June 18, 2012CALGARY, June 18, 2012 /CNW/ - HSE Integrated Ltd. ("HSE" or the "Company")(TSX: HSL) announces that ISS Canada, a leading independent proxy firm and an affiliate of Institutional Shareholder Services Inc. ("ISS"), has recommended that HSE shareholders vote FOR the proposed sale of all the issued and outstanding shares of the Company to the Canadian affiliate of DXP Enterprises, Inc. for $1.80 per share cash in a Plan of Arrangement announced May 1, 2012 (the "Arrangement"). The Annual and Special Meeting of Shareholders at which HSE shareholders will be given the opportunity to vote on the transaction among other items will be held in Calgary, Alberta on June 29, 2012.ISS Canada is a unit of ISS Governance Services. ISS's experienced research time provides comprehensive analysis of proxy issues and complete vote recommendations for more than 40,000 meetings in over 100 worldwide markets. ISS is Canada's leading independent proxy advisory firm and the leading authority on proxy voting and corporate governance issues in Canada with over 1,700 clients. ISS has been providing advisory and voting services to leading pension funds, investment managers, mutual funds and other institutional shareholders since 1987.At the conclusion of a comprehensive review of the DXP/HSE transaction ISS Canada concluded, "Given the premium on the transaction and sound strategic rationale, shareholders' support for the transaction is warranted". About Governance Issues ISS wrote, "There are no governance concerns for the merger agreement since it is a cash deal and a special committee was set up to evaluate the merger".HSE's Board of Directors recommended the transaction to shareholders when it was announced on May 1, 2012. At that time HSE directors and senior officers holding 6,678,365 common shares (approximately 17% of the outstanding common shares) entered into Voting Agreements by which they agreed to vote all common shares beneficially owned in favor of the approval of the transaction.HSE shareholders are encouraged to review the management proxy circular dated May 31, 2012 which provides details of the Plan of Arrangement, Fairness Opinion, the reasons behind the board of directors' recommendation, and related matters. A copy of the proxy circular is available on SEDAR at www.sedar.com.HSE's board of directors recommends that shareholders vote FOR the Arrangement.Shareholders are reminded to vote their proxy FOR the Arrangement prior to the proxy voting deadline of June 27, 2012 at 9:00 a.m. (Calgary Time)How to VoteDue to essence of time, Shareholders are urged to vote today using the methods below. Registered ShareholdersShareholders who have physical certificates representing HSE common shares may vote by facsimile to 416-368-2502 (toll-free 1-866-781-3111 in Canada and the United States only), or via the internet at www.proxypush.ca/hsl using the control number found on your Form of Proxy.Beneficial ShareholdersShareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.For Information or Voting Assistance Contact Laurel Hill Advisory GroupShareholders who have questions or need any additional information should contact their professional advisors or you can contact Laurel Hill Advisory Group, HSE's proxy solicitation agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at assistance@laurelhill.com.For further information: David Yager Interim CEO and Chairman of the  Board HSE Integrated Ltd. 403 266 1833, dyager@hseintegrated.com Lori McLeod-Hill Chief Financial Officer HSE Integrated Ltd. 403 266 1833, lmcleod-hill@hseintegrated.com