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BIOXYNE LIMITED — Proxy Solicitation & Information Statement 2005
Mar 2, 2005
64594_rns_2005-03-02_c818b125-f033-42aa-b593-200a8ec33f07.pdf
Proxy Solicitation & Information Statement
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VRI BioMedical Limited ACN 084 464 193

Notice of general meeting of shareholders
and
Explanatory Memorandum
SPECIAL MEETING:
4.30pm (Sydney time) on Friday, 8th April 2005 Room 5A, Locomotive Workshops Bay 8 Australian Technology Park, EVELEIGH NSW 1430
A separate proxy form is enclosed.
The Directors recommend that shareholders vote in favour of each of the Resolutions contained in this Notice of Meeting.
Please read the Notice and the accompanying Explanatory Memorandum carefully.
If you are unable to attend the Special Meeting please complete the Proxy Form and return, as directed.
Notice of general meeting of shareholders
NOTICE is hereby given that a General Meeting of Shareholders of VRI BioMedical Limited ("Company") will be held at 4.30pm (Sydney time) on Friday 8th April, 2005 in room 5A of Locomotive Workshop Bay 8, Australian Technology Park, Eveleigh, NSW, 1430.
AGENDA
ORDINARY BUSINESS
$\mathbf{1}$ . Capital raising
To consider, and if thought fit, to pass the following resolution as an ordinary resolution, with or without modification:
"That approval be given to the raising by the Company of a maximum of \$3.5m by the issue of ordinary shares at a price to be determined."
Any votes cast on this resolution by shareholders who intend to participate in the placement will be disregarded. Any shareholder who votes on the resolution will be ineligible to participate in the placement.
However, the Company need not disregard a vote if:-
- it is cast by a person as proxy for a person who is entitled to vote in accordance $(i)$ with the direction of the proxy form; or
- if it cast by a person chairing the meeting as proxy for a person who is entitled to $(ii)$ vote in accordance with a direction on the proxy form to vote as the proxy decides.
$2.$ Issue of options to Mr Bryan Gardiner
To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification:
"That approval be given to the issue by the Company of 1,000,000 options to acquire ordinary fully paid shares in the capital of the Company exercisable at \$0.25 with an expiry date of 30 June 2006, to Mr Bryan Gardiner, in accordance with the terms and conditions of the company's Employee Share Ownership Plan, on the following dates:-500,000 options immediately upon the passing of this resolution, $(i)$
- 250,000 options on 8th October 2005, provided that Mr Gardiner is still a Director $(ii)$ of the Company, and
- 250,000 options on 8th April 2006 provided that Mr Gardiner is still a Director of $(iii)$ the Company"
Any votes cast on this resolution by Directors of the Company and their associates or by Mr Gardiner and any associate of that person shall be disregarded.
However, the Company need not disregard a vote if:-
- $(i)$ it is cast by a person as proxy for a person who is entitled to vote in accordance with the direction of the proxy form; or
- $(ii)$ if it cast by a person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
$3.$ Issue of options to Sir Victor Garland KBE
To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution. with or without modification:
"That approval be given to the issue by the Company of 1,000,000 options to acquire ordinary fully paid shares in the capital of the Company exercisable at \$0.25 with an expiry date of 30 June 2006, to Sir Victor Garland, in accordance with the terms and conditions of the company's Employee Share Ownership Plan, on the following dates:-
- 500,000 options immediately upon the passing of this resolution. $\langle i \rangle$
- 250,000 options on 8th October 2005, provided that Sir Victor is still a Director of ${ii}$ the Company, and
- 250,000 options on 8th April 2006 provided that Sir Victor is still a Director of the $(iii)$ Company"
Any votes cast on this resolution by Directors of the Company and their associates or by Sir Victor Garland and any associate of that person shall be disregarded.
However, the Company need not disregard a vote if:-
- $(i)$ it is cast by a person as proxy for a person who is entitled to vote in accordance with the direction of the proxy form: or
- $(ii)$ if it cast by a person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
$\overline{4}$ . Issue of options to Prof. Ronald Penny AO
To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modification:
"That approval be given to the issue by the Company of 1,000,000 options to acquire ordinary fully paid shares in the capital of the Company exercisable at \$0.25 with an expiry date of 30 June 2006, to Prof. Ronald Penny, in accordance with the terms and conditions of the company's Employee Share Ownership Plan, on the following dates:-
- 500,000 500,000 options immediately upon the passing of this resolution. $(i)$
- 250,000 options on 8th October 2005, provided that Prof. Penny $(ii)$ is still a director of the company.
- 250,000 options on 8th April 2006 provided that Prof. Penny is still a $(iii)$ Director of the Company"
Any votes cast on this resolution by Directors of the Company and their associates or by Prof Penny and any associate of that person shall be disregarded.
However, the Company need not disregard a vote if:-
- $(iv)$ it is cast by a person as proxy for a person who is entitled to vote in accordance with the direction of the proxy form: or
- $(V)$ if it cast by a person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.
SPECIAL BUSINESS
$\mathbf{t}$ . Change of name
To consider, and thought fit, to pass the following resolution as a special resolution, with or without modification.
"That the Company change its name from VRI BioMedical Limited to Probiomics 1 imited "
EXPLANATORY MEMORANDUM
Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
POINT AT WHICH VOTING RIGHTS ARE DETERMINED
The Board of Directors has determined that, under Corporations Regulations 7.11.37, for the purposes of the general meeting, shares will be taken to be held by the persons who are the registered holders at 5.00pm (Sydney time) on 6th April 2005. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
PROXIES
A shareholder entitled to attend and vote has a right to appoint a proxy. The proxy does not need to be a member of the Company. A shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.
A loose-leaf proxy form is provided with this notice and to be effective must be received by the Company at the Company's registered office:
The Company Secretary VRI BioMedical Limited Suite G.09, Australian Technology Park. 1 Central Avenue. EVELEIGH NSW 1430
Or by facsimile to the Company on (02) 9209 4256
by not later than 4.30pm (Sydney time) on 6th March 2005.
By Order of the Board
Dated 17th February, 2005
Paul B Magoffin Company Secretary VRI BioMedical Limited ACN 084 464 193
FXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the general meeting to be held on 8th April 2005.
ORDINARY BUSINESS
Resolution 1: Capital raising
In order to provide working capital and to fund the company's marketing and ongoing research & development costs, including the cost of funding the Rowett Foundation project, the company requires additional working capital. It is intended to raise a maximum of \$3.5 million by placement with institutional investors in the UK, and listing the Company on London's Alternative Investment Market. In accordance with the requirements of the Australian Stock Exchange's listing rule 7.3, the Company provides the following information in respect of the proposed capital raising:-
- $(i)$ The maximum number of ordinary shares to be issued pursuant to this resolution will be \$3.5m divided by 90% of the average market price of this class of the Company's securities as defined in (iii) below.
- $(ii)$ The securities will be issued no later than three months following the passing of this resolution.
- $(iii)$ The issue price of the ordinary shares will be a minimum of 90% of the average market price for that class of the Company's securities. The average is calculated over the last five days on which sales in the securities were recorded before the day on which the issue is to be made.
- $(iv)$ The persons or entities to whom the securities will be issued are vet to be determined. However they will be Institutional and Sophisticated investor clients of the share broker Insinger de Beaufort of London.
- The shares will be fully paid ordinary shares that rank pari passu with the fully paid $(v)$ ordinary shares currently on issue.
- The funds will be used for the following:- $(Vi)$
- $(a)$ The fund the biomolecular discovery project which is expected to commence in May 2005.
- $(b)$ To build inventory ahead of product launches in Australia and Asia.
- To fund the marketing associated with the launch of the new Infant Atopic $(c)$ Dermatitis product.
- $(d)$ To provide general working capital as the company continues to expand its product range geographically.
- It is intended that the securities will be issued on or around 1st May 2005. $(vii)$
ISSUE OF OPTIONS TO DIRECTORS
The obligations and liabilities of non-executive directors of public companies are equal irrespective of the size and maturity of the company. Small cap companies such as VRI can therefore have difficulty in attracting non-executive directors of a high calibre – particularly given the relatively low remuneration being offered.
At the last Annual General Meeting of the company, held on 26th November 2004, shareholders voted to approve the issue of 1,000,000 unlisted \$0.25 options to Non-executive Director Mr Geoff Wild.
In the interest of treating all directors equitably, the company proposes to issue options on similar terms to the three new non-executive directors:
-
- Mr Bryan Gardiner
-
- The Hon, Sir Victor Garland and
-
- Professor Ronald Penny
The Directors are of the opinion, based on their having made enquiries, that the issue of options to the new Directors as part of their remuneration is reasonable.
In accordance with the requirements of the Australian Stock Exchange's listing rules, shareholder approval is required for the issue of any securities in the company to directors.
Resolution 2: ISSUE OF OPTIONS TO MR BRYAN GARDINER
Mr Gardiner is a practising solicitor who was admitted to the Supreme Court in Western Australia in December 1970.
He has had over thirty years' experience in commercial law and has been a partner in a mediumsized law firm, in-house counsel, a senior solicitor with a major national firm and now practices as a consultant to a West Perth firm, Nash Clavey.
Throughout his career, Mr Gardiner has been heavily involved in sport law. He is National Judicial Officer of the Equestrian Federation of Australia Ltd and he served as a Director of that organization for 10 years. He is a Commissioner of the West Australian Speedway Commission Inc. and is the Chairman of the Land Valuers Licensing Board. He is a director of the Immunologenics Research Foundation (Inc) which specializes in DNA research in Western Australia.
Mr Gardiner also has considerable experience in intellectual property matters.
He is a director of the Singapore-based Tat Hong Holdings Ltd, the shares of which are quoted on the ASX and SGX. This substantial company is the 2nd largest crawler-crane company in the world (ninth overall) and operates BT Equipment, Tat Hong Rental and EQR in Australia.
The Options will not be quoted and will be issued in accordance with the Company's Employment Share Option Plan (ESOP). Each Option will entitle Mr Gardiner to acquire an ordinary share in the Company.
ASX Listing Rule 10.14 provides that a company must not issue securities to directors or their associates under an employee incentive scheme (such as the ESOP) without approval of shareholders. Approval under ASX Listing Rule 10.14 is an exception to the prohibition on a company issuing securities to related parties under ASX Listing Rule 10.11. In compliance with the information requirements of Listing Rule 10.15:
- Subject to shareholder approval being obtained, a maximum of 1,000,000 Options will be issued to Mr Gardiner.
- The Options will be issued for no consideration as they form part of Mr Gardiner's remuneration for performing his role as a director of the Company. Each Option will have an exercise price of \$0.25, and once issued will be exercisable at any time on or before 30 June 2006.
- The only person, as defined by ASX listing rule 10.14, to have received securities under this scheme since the last time approval was given is Mr Geoffrey Charles Wild, a Director, who was issued up to 1,000,000 options to acquire ordinary shares in the Company, for no consideration, at an exercise price of \$0.25. The options have an expiry date of 30th June 2006. Approval for the issue was granted at the Annual General Meeting of the Company held on 26th November 2004.
- The directors may at their absolute discretion issue options under the ESOP to any person who is a permanent or part time employee or director of the Company.
The names of all Directors who are eligible to participate in the scheme are as follows:-
Mr Brvan Martin Gardiner Sir Victor Garland Professor Ronald Penny, and Mr Geoffrey Charles Wild
- No loan is being made available to Mr Gardiner in connection with the issue or exercise of the Options.
- The Options will be issued no later than one year after the date of the general meeting. and it is intended that:
- 500,000 Options will be issued immediately upon the passing of this resolution; $(i)$
- 250,000 Options will be issued on 8th October 2005, provided that Mr Gardiner $(ii)$ is still a Director of the Company, and
- 250,000 Options will be issued on 8th April 2006, provided that Mr Gardiner is (iii) still a Director of the Company.
Resolution 3. Issue of options to The Hon. Sir Victor Garland KBE
Sir Victor Garland holds a BA degree, majoring in economics, from the University of Western Australia and practised as a Chartered Accountant from 1958 until 1970. He has had a distinguished commercial and political career and resides in the UK. Sir Victor was a Member of the Federal House of Representatives from 1969 to 1981 when he resigned to take up appointment as Australian High Commissioner in London, From 1971 to 1972 he was Minister for Supply, Chief Opposition Whip from 1974 to 1975 and Minister of Special Trade Representatives from 1977 to 1979 leading the trade negotiations for GATT, "Tokyo Round" in Europe, USA, Canada, Japan and SE Asia. He also held a number of other positions within the Federal government during his time in Parliament including being Chairman of the House of Representatives Expenditure Committee from 1976 to 1977.
Sir Victor was awarded a KBE in 1981 and was made Freeman to the City of London in 1982. Sir Victor has served on numerous public companies Boards and has had widespread experience in commercial matters. He is currently Chairman of Henderson Far East Income Trust PLC, being a Director since 1984 and Chairman since 1990. He is also Chairman of Fidelity Asian Values Trust PLC having been a Director since 1996.
The Options will not be quoted and will be issued in accordance with the Company's Employment Share Option Plan (ESOP). Each Option will entitle Sir Victor to acquire an ordinary share in the Company.
ASX Listing Rule 10.14 provides that a company must not issue securities to directors or their associates under an employee incentive scheme (such as the ESOP) without approval of shareholders. Approval under ASX Listing Rule 10.14 is an exception to the prohibition on a company issuing securities to related parties under ASX Listing Rule 10.11. In compliance with the information requirements of Listing Rule 10.15:
- Subject to shareholder approval being obtained, a maximum of 1,000,000 Options will $\bullet$ be issued to Sir Victor.
- The Options will be issued for no consideration as they form part of Sir Victor's remuneration for performing his role as a director of the Company. Each Option will have an exercise price of \$0.25, and once issued will be exercisable at any time on or before 30 June 2006.
-
The only person, as defined by ASX listing rule 10.14, to have received securities under this scheme since the last time approval was given is Mr Geoffrey Charles Wild, a Director, who was issued up to 1,000,000 options to acquire ordinary shares in the Company, for no consideration, at an exercise price of \$0.25. The options have an expiry date of 30 June 2006. Approval for the issue was granted at the Annual General Meeting of the Company held on 26th November 2004.
-
The directors may at their absolute discretion issue options under the ESOP to any person who is a permanent or part time employee or director of the Company.
- The names of all Directors who are eligible to participate in the scheme are as follows:-Mr Bryan Martin Gardiner Sir Victor Garland Professor Ronald Penny, and
- Mr Geoffrey Charles Wild
- No loan is being made available to Sir Victor in connection with the issue or exercise of the Options.
- The Options will be issued no later than one year after the date of the general meeting, and it is intended that:
- 500,000 Options will be issued immediately upon the passing of this $(i)$
- 250,000 options will be issued on 8th October 2005, provided that Sir Victor is $(ii)$ still a director of the company.
- 250,000 options will be issued on 8th April 2006 provided that Sir $(iii)$ Victor is still a director of the company.
Resolution 4, ISSUE OF OPTIONS TO PROF RONALD PENNY AO
Professor Penny is one of Australia's leading immunologists. He graduated with Honours from the University of Sydney in 1960 following which he undertook further studies in haematology, oncology and immunology in the UK and the USA.
Professor Penny set up the first Clinical Immunology Unit in NSW at the Royal Prince Alfred Hospital, In 1979 he was the recipient of the first Doctorate of Science awarded to a member of a clinical department by the University of NSW followed by a Personal Chair in Clinical Immunology in 1988. Professor Penny has published over 350 medical and scientific papers in prestige national and international journals.
Professor Penny is currently Emeritus Professor of Medicine, University of NSW, Senior Clinical Advisor, NSW Health, Chairman of the Corrections Health Services Board and Chairman of the NSW Blood Products Advisory Committee and is a director of publicly listed Cryosite Limited.
The Options will not be quoted and will be issued in accordance with the Company's Employment Share Option Plan (ESOP). Each Option will entitle Prof Penny to acquire an ordinary share in the Company.
ASX Listing Rule 10.14 provides that a company must not issue securities to directors or their associates under an employee incentive scheme (such as the ESOP) without approval of shareholders. Approval under ASX Listing Rule 10.14 is an exception to the prohibition on a company issuing securities to related parties under ASX Listing Rule 10.11. In compliance with the information requirements of Listing Rule 10.15:
- Subject to shareholder approval being obtained, a maximum of 1,000,000 Options will $\bullet$ be issued to Sir Victor.
- The Options will be issued for no consideration as they form part of Prof Penny's remuneration for performing his role as a director of the Company. Each Option will have an exercise price of \$0.25, and once issued will be exercisable at any time on or before 30 June 2006.
-
The only person, as defined by ASX listing rule 10.14, to have received securities under ٠ this scheme since the last time approval was given is Mr Geoffrey Charles Wild, a Director, who was issued up to 1,000,000 options to acquire ordinary shares in the Company, for no consideration, at an exercise price of \$0.25. The options have an expiry date of 30th June 2006. Approval for the issue was granted at the Annual General Meeting of the Company held on 26th November 2004.
-
The directors may at their absolute discretion issue options under the ESOP to any person who is a permanent or part time employee or director of the Company.
- The names of all Directors who are eligible to participate in the scheme are as follows:-Mr Bryan Martin Gardiner Sir Victor Garland Professor Ronald Penny, and Mr Geoffrey Charles Wild
- No loan is being made available to Sir Victor in connection with the issue or exercise of the Options.
- The Options will be issued no later than one year after the date of the general meeting, and it is intended that:
- (i) 500,000 Options will be issued immediately upon the passing of this resolution;
- (ii) 250,000 Options will be issued on 8th October 2005, provided that Prof Penny is still a Director of the Company, and
- (iii) 250,000 Options will be issued on 8th April 2006, provided that Prof Penny is still a Director of the Company.
SPECIAL BUSINESS
Resolution 1: To change the name of the company
Background
VRI BioMedical was incorporated in 1998 as Vasse Research Institute Pty Limited and listed on the Australian Stock Exchange Limited under its current name in December 2000 following an Initial Public Offering.
The Company's prospectus stated that it would "...commercialise our current projects with the intention of bringing those projects to appropriate markets while allowing further innovative research to continue on new projects."
The Company has brought its probiotic technology to market recently through a range of products that are now sold in Australia and many overseas countries The Company is now at a stage of development where the Board of Directors is recommending that the name of the company should be changed in order to reflect its current focus on probiotics and associated molecules.
The name
The name Probiomics, coined by the Company, means the study and characterisation of the molecules that mediate the interaction between probiotic bacteria and the human body. It reflects the Company's primary focus on the commercial exploitation of its proprietary probiotic technology. The name change is intended to communicate that to the investment market and to the biopharmaceutical industry generally.
VR I BioMedical

All correspondence to:
VRI Siomedical Limited
ABN 97 084 464 193
Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia 1300 855 080 Enquiries (within Australia) (outside Australia) 61 3 9415 4000 Facsimile 61 2 8234 5050 www.computershare.com
Appointment of Proxy
I/We being a member/s of VRI Biomedical Limited and entitied to attend and vote hereby appoint
| the Chairman of the Meeting |
ΩR | |
|---|---|---|
| (mark with an $'X$ ) | $\begin{bmatrix} 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & $ |

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in
accordance wit

IMPORTANT: FOR ITEMS 1 - 4 BELOW
if the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on items 1 - 4 below, please place a
mark in this box. By marking this box you acknow Notes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the
Chairman of the Meeting will not cast your vo
| Voting directions to your proxy - please mark | $\mathbb{Z}$ | to indicate your directions | ||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary Resolution | For | Against | Abstain* | Special Resolution | For | Against | Abstain* | |
| Item 1. | Capital raising | Vision 8 |
ltem 1. ĺ |
Change of name | 8 | 1 | ||
| Item 2. | Issue of options to Mr Bryan Gardiner |
anang | ÿ | |||||
| Item 3. | Issue of options to Sir Victor Garland |
en 1999. Ste |
||||||
| Item 4. | Issue of options to Professor Ronald Penny |
In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.
Securityholder 2
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1
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| Securityholder 3 | |
|---|---|
Contact Daytime Telephone
| æ. | ||
|---|---|---|
| ÿ | -------------------------------------- | |
| × | Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria Maria M |
lirector/Company Secretary
Date
Contact Name

Sole Director and
Sole Company Secretary
How to complete the Proxy Form
1 Your Address
This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
$\overline{2}$ Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your yote on that item will be invalid.
4 Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.
To appoint a second proxy you must:
- on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that $(a)$ form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
- $(b)$ return both forms together in the same envelope.
5 Signing Instructions
You must sign this form as follows in the spaces provided:
| Individual: | where the holding is in one name, the holder must sign. |
|---|---|
| Joint Holding: | where the holding is in more than one name, all of the security holders should sign. |
| Power of Attorney: | to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. |
| Companies: | where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. |
If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 4.30pm on Friday 8 April 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged using the reply paid envelope or:
| IN PERSON. | Registered Office - Suite G09, 1 Central Avenue, Australian Technology Park, Eveleigh NSW 1430 |
|---|---|
| Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia | |
| BY MAIL | Registered Office - Suite G09, 1 Central Avenue, Australian Technology Park, Eveleigh NSW 1430 |
| Share Registry - Computershare Investor Services Pty Limited, GPO Box 4195, Sydney NSW 2001 Australia | |
| BY FAX | 61 2 8235 8220 |