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GENETIC TECHNOLOGIES LIMITED — AGM Information 2007
Nov 20, 2007
65022_rns_2007-11-20_74910bab-c93a-4864-9ed6-abf70def494c.pdf
AGM Information
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ASX ANNOUNCEMENT November 21[st] , 2007
2007 Annual General Meeting
Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) is pleased to release the attached Chairman’s address and slide show presentation which will be delivered at the Company’s 2007 Annual General Meeting to be held at 11.00 am this morning in the “Treetops” Room at Melbourne Museum, 11 Nicholson Street, Carlton, Victoria, Australia.
FOR FURTHER INFORMATION PLEASE CONTACT
Thomas G. Howitt Company Secretary
Genetic Technologies Limited (ABN 17 009 212 328) Phone: +61 3 9415 1135
Genetic Technologies Limited • Website : www.gtg.com.au • Email : [email protected] ABN 17 009 212 328 Registered Office • 60-66 Hanover Street Fitzroy VIC 3065 Australia • Postal Address P.O. Box 115 Fitzroy Victoria 3065 Australia Phone 61 3 9415 1135 • Fax 61 3 9417 2987
2007 ANNUAL GENERAL MEETING CHAIRMAN’S ADDRESS
GENETIC TECHNOLOGIES LIMITED
It is pleasing to note that in the last financial year, 2006-7, your Company had its best year so far. The Managing Director will report to you on the Company’s operations and outlook in a few minutes but I think that it is appropriate for me to say that, after a very eventful year, we are better placed than we have ever been to move to a new phase of growth leading to profitability.
During 2006-7, and since the end of the year, there have been substantial changes to the board. In August 2006 Professor Deon Venter resigned as a director and his resignation was reported at the last AGM. Mr. Robert Edge retired at the last AGM and I would like to thank both Professor Venter and Mr. Edge for their services to the Company.
In February 2007 David Carruthers was appointed to a casual vacancy to replace Mr. Edge. David brings a great deal of financial experience and expertise to the Company. He had a distinguished career in BP Finance, he was CFO for its global operations based in London, and was the European Regional CEO based in Brussels. He has been appointed as Chairman of the GTG Audit Committee and has made an impressive contribution to the Company both in that role and as a non-executive director.
In March Mervyn Jacobson, the CEO and founder of the Company, reached his 65[th] birthday and advised the board to activate an orderly succession process. A well known firm of search consultants was appointed by the Company and an international search was conducted to identify an appropriate successor for Dr. Jacobson. As a result of this search, the board appointed Michael Ohanessian as Managing Director and CEO. In his last role as CEO of Vision BioSystems, Michael was extremely successful in creating value for shareholders. He has already demonstrated considerable strategic vision and the board has confidence that he will lead the Company forward to profitable growth.
At the time of Michael’s appointment in late September, Mervyn Jacobson retired as CEO and, in accordance with the Company’s Constitution, ceased to be a director. Recognising his vast experience as founder of the Company and its CEO for eighteen years, the board appointed him to a casual vacancy as a non-executive director. He has been personally responsible for the licensing of the Company’s intellectual property for many years and, in order to be able to benefit from his contacts and experience in this area, the board has asked him to assume a consultancy role in the Company’s licensing program.
I would like to pay a special tribute to Mervyn. He showed remarkable vision in identifying the opportunities presented by the non-coding patents and in founding the Company. It is fair to say that it is his creation and that he has made an enormous contribution to it since founding what is now GTG back in 1989. He has also shown great courage and wisdom in recognising an appropriate time to hand over the Chief Executive role to a younger man who can who can take the Company forward. I am sure that his decision is in the interests of all shareholders. Thank you Mervyn for your dedication and your achievements.
During the year the Company has taken a number of further steps in its continuing process to improve its governance systems and the board has taken particular note of the Principles and Recommendations published by the ASX Corporate Governance Council. Following the release of the revised Principles and Recommendations in August of this year, the board reviewed its structures, policies and practices and, although the new Recommendations do not come into force until January 2008, the Company now complies with almost all of them. However as a result of the changes to the membership of the board to which I have already referred, the Company does not comply with the Recommendation that there should be a majority of independent directors on the board. A search is currently under way for an additional independent director with appropriate experience and connections in the biotech industry.
Under Resolution 5 of the Agenda for this meeting, shareholders will be asked to consider and vote on the Company’s Remuneration Report and I would like to draw attention to three aspects of remuneration practices. The remuneration package of a new Managing Director is important in itself and it is also important in setting a benchmark for all other executive remuneration. The board has given careful consideration to the Managing Director’s package to ensure it is in line with shareholders’ interests. As reported on the Company’s website, there are substantial elements of both short term and long term incentives in the package that has now been established.
Consideration has also been given to increasing the incentive component of the remuneration packages for other executives. The old staff options scheme is being phased out and a new scheme which will provide more effective incentives has now been implemented.
Recommendation 8 of the ASX Corporate Governance Council’s Principles and Recommendations provides that non-executive directors should not receive options or bonus payments. As reported in the Corporate Governance Statement included in the Company’s 2007 Annual Report, the board discontinued the practice of granting options to directors. Since the end of the 2007 year it has been decided to terminate the existing options and to adjust directors’ remuneration accordingly.
I would now like to call on the Managing Director, Michael Ohanessian, to report on the operations of the Company following which I would like invite you to join us for refreshments at which time I would welcome you to approach any of us, should you wish.
Genetic Technologies 2007 Annual General Meeting Wednesday, 21 November 2007 ‘Treetops’ – Melbourne Museum
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Resolution 1 – Consideration of financial statements
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To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2007
No vote required
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Resolution 2 – Re-election of Mr. John Dawkins AO
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To re-elect Mr. John S. Dawkins AO who retires by rotation in accordance with the Company’s Constitution and being eligible offers himself for re-election as a Director
Proxy votes received For: 27,292,292 Against: 514,165 To Chairman: 20,263,545 To others: 167,355,447 Abstain: 31,000
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Resolution 3 – Re-election of Mr. David Carruthers
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To re-elect Mr. David Carruthers who was appointed to the Board as a casual vacancy on 26 February 2007 and retires in accordance with the Company’s Constitution and being eligible offers himself for re-election as a Director
Proxy votes received For: 27,591,892 Against: 217,565 To Chairman: 20,263,545 To others: 167,355,447 Abstain: 28,000
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Resolution 4 – Re-election of Dr. Mervyn Jacobson
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To re-elect Dr. Mervyn Jacobson who was appointed to the Board as a casual vacancy on 24 September 2007 and retires in accordance with the Company’s Constitution and being eligible offers himself for reelection as a Director.
Proxy votes received For: 26,445,232 Against: 1,872,125 To Chairman: 20,256,045 To others: 166,816,047 Abstain: 67,000
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Resolution 5 – Remuneration Report
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That the Remuneration Report section of the Directors’ Report for the Company for the year ended 30 June 2007 be adopted
Proxy votes received For: 26,111,549 Against: 1,490,173 To Chairman: 20,306,545 To others: 167,355,447 Abstain: 192,735
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Resolution 6 – Remuneration of Non-Executive Directors
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That, for the purposes of ASX Listing Rule 10.17, the Company’s Constitution and Section 195(4) of the Corporations Act, the Company approve an increase in the payment of fees to the Non-Executive Directors in respect of each financial year of the Company from a present maximum of $400,000 in aggregate to a maximum of $500,000 in aggregate, to be divided between the Non-Executive Directors in such proportions as the Directors determine and, in default of agreement, equally but with the Non-Executive Chairman receiving three times that of the other Non-Executive Directors
Proxy votes received For: 24,643,517 Against: 1,651,018 To Chairman: 3,284,059 To others: 29,555,447 Abstain: 1,316,255
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Genetic Technologies
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Annual General Meeting
Presentation by Michael Ohanessian
Chief Executive Officer
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Safe Harbor Disclaimer
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Some of the statements made in this presentation are forward-looking statements. These forward-looking statements are based upon our current expectations And projections about future events and generally relate to our plans, objectives and expectations for the development of and commercialisation of our research projects, our intellectual property, our licensing programs and our genetic testing service. Although management believes that the plans and objectives reflected in or suggested by these forward-looking statements are reasonable, all forward looking statements involve risks and uncertainties and actual future results may be materially different from the plans, objectives and expectations expressed in this presentation.
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Who Are We ?
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Genetic Technologies
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“GTG” lists on ASX in 2000 and on NASDAQ as “GENE” in 2005
Company originally founded on breakthrough research relating to noncoding DNA (so-called “Junk DNA”)
Generates revenue from licensing its non-coding IP and by performing genetic testing services
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Genetic Testing
Profiling
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Paternity
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Family relationships
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Forensics
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Stud books
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Breeding analysis
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Diagnostics
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Cancer
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Epilepsy
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Canine diseases
Traits
- Sports performance
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- Plant variety
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Genetic Testing
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Australia’s #1 provider of high quality paternity testing services Australia’s leading non-government accredited forensics laboratory Australia and NZ’s sole licensee for BRCA1 and BRCA2 gene testing for hereditary breast/ovarian cancer syndrome A leading player in the animal and agriculture DNA testing market
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Licensing Our Non-Coding IP
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Patents relating to the use of information in non-coding DNA
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Covers over 95% of the genome in all species
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Plays a significant role in gene regulation, disease and metabolism
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To date a total of 33 commercial licensees
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Licensing -Target Markets
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Our non-coding DNA patents have relevance to various activities:
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Gene discovery / mapping
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Human disease association
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Pharmacogenetics – drug metabolism
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Lifestyle genetics
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Trait analysis
Companies in many different industries have acquired licenses to our IP:
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Equipment manufacturers
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Kit manufacturers
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Genetic testing
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Plant genetics
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Research
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Synthetic DNA manufacturers
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Operational Highlights
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Highlights FY07
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Revenue up 42% to $15.3 million
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Licensing up 70% to $11.3 million
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Testing up 22% to $3.1 million
Cash flow positive for the first time in the company’s history
Net cash from operations of $2.6 million versus a $6.0 million deficit in the prior year
Launched the “Dog Attack DNA Kit”
Introduced our new Express service for cancer genetics testing
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Financials FY07
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Licensing FY07
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Fees for new licenses - $8.7 million
New Licensees:
� Plant genetics Monsanto Company, USA � Kit manufacturer Thermo Fisher Scientific Inc., USA � DNA testing Sciona Inc., USA � DNA testing Genosense Diagnostics GmbH, Austria Annuity payments - $2.6 million
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Testing FY07
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A New Centre Of Excellence
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What is it?
- BRCA1 and BRCA2 genetic testing for familial breast cancer predisposition
What is our offering?
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NATA accreditation
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A highly capable, experienced and respected team of scientists
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- The “gold standard” test
What have we achieved after 5 years?
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Rapid growth to become the leading BRCA lab in Aust/NZ
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- Fastest turn-around-time
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A growing reputation for excellence in science and quality
Delivering improved patient care
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Canine Genetics is up 130%
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A one-stop shop for breeders and owners
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Expanding Scope New Territories
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� � We now offer 24 different Expanded into NSW earlier canine disease tests for this year more than 50 major dog breeds
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� � This complements our Some business now coming parentage testing service from China and Japan for pedigree dogs
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Dog DNA Attack Kit
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The company launched a world first Dog Attack DNA Kit to Australian councils
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More than 100,000 dog attacks in Australia
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Currently developing a DNA forensic training program to local council rangers
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Additional animal forensic tools in development
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Research Highlights
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| Project | Objective | Status |
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| RareCellect® | To develop a safe and non-invasive method to enable genetic testing of the baby during early stages of pregnancy |
Making excellent progress in safely retrieving complete foetal cells |
| ImmunAid | To improve therapeutic outcomes for major diseases such as cancer by synchronisingthe immune system |
A limited independent trial in the USA in progress. |
| Pathogens | To use modern genetic technologies to develop novel chemicals to kill parasites |
Candidate chemicals have been synthesised and shown to kill some parasitic worms |
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Progress – 1[st] Quarter FY08
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Reported a net profit of $2.2 million
Second successive quarter of positive net cash flows
Licensing revenues of $5.6 million for the quarter are almost half of last year’s total
Testing revenues of $0.9 million are 10% ahead of the prior corresponding period
Smooth CEO succession
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Where To From Here?
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New Approach To Licensing
Industry Segmentation
Improve alignment
Active prioritisation
of licensing
contractor incentives
Licensing Program
Increase
collaborative
outcomes
Expand the business
analysis team
Evaluate alternative
IP assertion models Improve team
communications
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Testing – Medical Diagnostics
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Increase referrals from the local medical and research community by further improving our service delivery
Grow international sales by leveraging our relationship with GENDIA and through other channels
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Increase our investment in new product development to expand the testing menu
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Forensics – Helping To Get It Done
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Crime scene DNA sample back-logs are growing, forcing police to prioritise scarce testing resources for more serious crimes
Partnering with industry is a key strategy that has worked well in other countries
GTG is well placed to help service this unmet need
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The 3-month outsourcing trial for NSW police demonstrated our capabilities in efficiency, timeliness and quality
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We have a fully automated, high throughput laboratory with significant unused capacity
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Our staff are highly skilled professionals as demonstrated in a number of court cases as expert witnesses
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Testing - Canine
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In the near term we are planning to expand our marketing efforts interstate as well as in New Zealand
There is considerable scope for us to leverage our strong IP portfolio to the Asia-Pacific region
An accredited training program for local council rangers will help facilitate the rollout of our new canine forensic services
The industry is moving towards increased DNA testing to improve consumer assurance
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In Summary - A Strong Platform
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Improving financial performance and a solid balance sheet DNA testing is developing into a sustainable and growing business Momentum for the licensing program is building Still plenty of upside potential from the research programs We are well placed to benefit from the emerging genetics revolution
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Questions?
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