Immuron Ltd — Regulatory Filings 2003

Sep 24, 2003

September $25^th$ 2003

Company Announcements Office Australian Stock Exchange Ltd (ASX) 4^th Floor, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Following is the Notice of Meeting, Explanatory Statement and Form of Proxy for the Company's AGM to be held in Melbourne on Tuesday 11 November, 2003.

Pursuant to Listing Rule 3.20, the record date for the entitlement to vote will be 10,00 am (Melbourne time) Monday 10 November 2003.

The printed copy of the above is expected to be mailed to shareholders in the week commencing 6 October 2003.

Yours sincerely

CONOR GRAHAM

Managing Director & CEO

ANADIS LIMITED

ABN 08 063 114 048

NOTICE OF ANNUAL GENERAL MEETING

ANADIS LIMITED ("Company") gives notice that the Annual General Meeting of the Company will be held at St Michael's Church, Waratah Room, 1^st floor, 120 Collins Street, Melbourne, VIC 3000 on 11 November 2003 at 2.00pm.

ORDINARY BUSINESS

$1.$ Receipt of Reports

To receive and consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2003.

$2₁$ Re-election of Director

To re-elect in accordance with article 83 of the Company's constitution Professor Roy Robins-Browne who retires by rotation and, being eligible, offers himself for re-election.

SPECIAL BUSINESS

$\overline{3}$ Modification of Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution.

"That the existing article 71 of the Company's constitution be modified by including after the word "remuneration" in the fourth line, the words "(excluding any shares or options which may be issued to non-executive directors pursuant to any employee share or option plan adopted by the Company or otherwise approved by the Company)".

$\overline{4}$ . Remuneration of Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purposes of article 71 of the Company's constitution the amount which the total remuneration paid to all non-executive directors of the Company in any year may not exceed be fixed at \$250,000."

5. Granting of Options to Mr Philip Molyneux

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

"That approval is given under ASX Listing Rule 7.1, ASX Listing Rule 10.14 and Part 2E of the Corporations Act 2001 (Cth) to the granting to Mr Philip Molyneux of 350,000 options (each to acquire one fully paid ordinary share in the Company) pursuant to the Anadis Executive Share Option Plan No. 1 at an exercise price of \$0.55 cents which vest immediately and which are exercisable at any time from the date of grant until 11 November 2006."

6. Granting of Options to Dr. Peter Jenkins

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

"That approval is given under ASX Listing Rule 7.1, ASX Listing Rule 10.14 and Part 2E of the Corporations Act 2001 (Cth) to the granting to Dr Peter Jenkins of 250,000 options (each to acquire one fully paid ordinary share in the Company) pursuant to the Anadis Executive Share Option Plan No. 1 at an exercise price of \$0.55 cents which vest

immediately and which are exercisable at any time from the date of grant until 11 November 2006."

Granting of Options to Professor Roy Robins-Browne $\overline{z}$ .

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

"That approval is given under ASX Listing Rule 7.1, ASX Listing Rule 10.14 and Part 2E of the Corporations Act 2001 (Cth) to the granting to Professor Roy Robins-Browne of 250,000 options (each to acquire one fully paid ordinary share in the Company) pursuant to the Anadis Executive Share Option Plan No. 1 at an exercise price of \$0.55 cents which yest immediately and which are exercisable at any time from the date of grant until 11 November 2006^"

8. Granting of Options to Mr Roman Zwolenski

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

"That approval is given under ASX Listing Rule 7.1, ASX Listing Rule 10.14 and Part 2E of the Corporations Act 2001 (Cth) to the granting to Mr. Zwolenski of 250,000 options (each to acquire one fully paid ordinary share in the Company) pursuant to the Anadis Executive Share Option Plan No. 1 at an exercise price of \$0.35 cents which vest immediately and which are exercisable at any time from the date of grant until 10 December 2005".

$9₁$ Granting of Options to Mr Conor Graham

To consider and, if thought fit, to pass the following resolution as an ordinary resolution.

"That approval is given under ASX Listing Rule 7.1, ASX Listing Rule 10.14 and Part 2E of the Corporations Act 2001 (Cth) to the granting to Mr Conor Graham of 750,000 options (each to acquire one fully paid ordinary share in the Company) pursuant to the Anadis Executive Share Option Plan No. 1 at an exercise price of \$0.55 cents which vest immediately and which are exercisable at any time from the date of grant until 14 November 2006."

$10.$ Other Business

To consider any other business brought forward in accordance with the Company's constitution or the law.

Date 22 September, 2003.

By order of the Board D.W. Woods Company Secretary

NOTES

These notes form part of the notice of annual general meeting.

The directors have determined that, for the purpose of voting at the meeting, shareholders are those persons who are the registered holders of shares at 10am on 10 November 2003.

Voting Exclusion Statement

Under Listing Rule 14.11 of the ASX Listing Rules, the Company will disregard any votes cast on the resolutions contained in $4$ – Remuneration of Directors, $5$ – Granting of options to Mr Philip Molyneux, 6 - Granting of options to Dr. Peter Jenkins, 7 - Granting of options to Professor Roy Robins-Browne, 8 – Granting of options to Mr Roman Zwolenski and 9– Granting of options to Mr Conor Graham, by the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
Resolution 4 – Remuneration of Directors	Each director of the Company and any ۰ associate of each director.
Resolution $5 -$ Granting of options to Mr Philip Molyneux	Each director of the Company and any ۰ associate of each director.
Resolution 6 - Granting of options to Dr. Peter Jenkins	Each director of the Company and any ۰ associate of each director.
Resolution 7 – Granting of options to Professor Roy Robins-Browne	Each director of the Company and any ٠ associate of each director.
Resolution 8 – Granting of options to Mr Roman Zwolenski	Each director of the Company and any ۰ associate of each director.
Resolution 9 – Granting of options to Mr Conor Graham	Each director of the Company and any ۰ associate of each director.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the chairman 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.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

EXPLANATORY STATEMENT

This information forms part of the notice of annual general meeting. The main purpose of this Explanatory Statement is to provide shareholders with information concerning all of the resolutions proposed in the notice of annual general meeting.

$\mathbf{1}$ . Resolution 1 - Receipt of Reports

The Company's financial report and the reports of the directors and auditor for the year ended 30 June 2003 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions.

$2₁$ Resolution 2 - Re-election of Director

In accordance with article 83 of the Company's constitution, at every annual general meeting one-third of the directors (other than the managing director who is exempt under article 85), or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office. Professor Roy Robins-Browne retires at this annual general meeting and offers himself for re-election.

Professor Roy Robins-Browne, aged 56, has been a director of the Company for five years. He is a Professor of Microbiology and Immunology at the University of Melbourne and Head of Microbiological Research at Murdoch Children's Research Institute. He is chairman of the Company's Scientific Committee.

$3₁$ Resolution 3 - Modification of Constitution

Article 71 of the Company's constitution currently provides that:

"As remuneration for services, each non-executive Director is to be paid out of the funds of the Company a sum determined by the Board payable at the time and in the manner determined by the Board provided that the total remuneration paid to all the non-executive Directors in any year may not exceed \$150,000 or such other amount fixed by the Company in general meeting. The reference to "remuneration" in this Article does not include any amount which may be paid by the Company under Articles 72. 73. 75 or 136."

Remuneration as currently defined could arguably include any shares or options that may be issued to directors. The proposed resolution amends the constitution and excludes any shares or options which may be issued to non-executive directors pursuant to any employee share or option plan adopted by the Company or otherwise approved by the Company. Accordingly the amendment clarifies that shares or options issued to nonexecutive directors will not be considered as being remuneration.

This amendment will ensure that the Company is able to adequately remunerate nonexecutive directors in order to attract suitably qualified persons to become directors of the Company.

Notwithstanding this amendment to the constitution, the issue of shares or options to the directors, will still require shareholder approval.

$\mathbf{A}$ Resolution 4 - Remuneration of Directors

For the purposes of Listing Rule 10.17 and article 71 of the Company's constitution, the proposed resolution increases the total maximum remuneration (which subject to resolution 3 being passed by the shareholders, will exclude any share or options which

may be issued to non-executive directors pursuant to any employee share or option plan adopted by the Company or otherwise approved by the Company) to be paid to all the non-executive directors of the Company in any year from \$150,000 to \$250,000. This increase is sought to ensure that the Company is able to adequately remunerate nonexecutive directors (who are not employees of the Company) in order to attract suitably qualified persons to become directors of the Company.

The sum voted at the general meeting is an aggregate sum, that is to say that it is the total amount that may be paid to all non-executive directors in any year. The amount to be paid to individual directors will be a lesser amount determined by the board.

The reference in article 71 to articles 72, 73, 75 and 136 is a reference to remuneration of directors for extra services such as serving on a committee (article 72), reimbursement of travelling or other expenses (article 73), superannuation payments (article 75) or amounts paid to directors pursuant to the indemnity contained in the Company's constitution (article $136$

This is the first time since the Company listed in 1999 that shareholders have been asked to increase the total maximum remuneration to be paid to all non-executive directors of the Company in any year.

5. Resolutions 5, 6, 7, 8 and 9 - Granting of Options to Directors

Chapter 2E of the Corporations Act deals with related party transactions. It prohibits a public company (such as the Company) from giving financial benefits to a related party (being a director) unless the benefit falls within one of the exceptions contained in Chapter 2E.1 Division 2 or is approved by shareholders under Chapter 2E.1 Division 3. What constitutes "giving a financial benefit" is defined broadly and includes the issuing of securities or the granting of options to a related party.

ASX Listing Rule 7.1 restricts listed companies from issuing securities in excess of 15% of their issued capital in any 12 month period unless shareholder approval is obtained. By seeking shareholder approval under ASX Listing Rule 7.1 for the issue of the options will mean that the Company will be able to issue up to the 15% threshold in the next 12 months without the prior approval of the shareholders. This will assist the Company in raising capital without the need to seek shareholder approval and therefore will enable the Company to raise capital at short notice to quickly exploit an investment or capital raising opportunity which, in a competitive situation, may be lost by delay.

ASX Listing Rule 10.14 also requires a company not to permit directors to acquire securities under an employee incentive scheme without the approval of the holders of the Company's ordinary securities to the acquisition.

The Company is seeking shareholder approval for the grant of:

• $(a)$ 350,000 options over unissued shares to Mr Molyneux convertible into 350,000 fully paid ordinary shares;
• 250,000 options over unissued shares to Dr Jenkins convertible into 250,000 fully $(b)$ paid ordinary shares;
• $(c)$ 250,000 options over unissued shares to Professor Rov Robins-Browne convertible into 250,000 fully paid ordinary shares;
• $(d)$ 250,000 options over unissued shares to Mr Zwolenski convertible into 250,000 fully paid ordinary shares; and

750,000 options over unissued shares to Mr Graham convertible into 750,000 fully $(e)$ paid ordinary shares.

The options are being issued to the directors in recognition of their contribution to the Company.

Mr Molyneux is being issued with more options than the other non-executive directors to reflect his contribution to the Company in his role as chairman.

Mr Zwolenski was appointed as a director of the Company in September 2002. The Company agreed to issue Mr Zwolenski 250,000 options in December 2002, subject to shareholder approval. This decision was announced to the market on the 12 December 2002. The Company is now seeking shareholder approval to grant the options to Mr Zwolenski. The exercise price of Mr Zwolenski's options is less than the exercise price of the other directors because at the time of agreeing to issue the options to Mr Zwolenski, the Company's share price was only \$0.21 cents.

Mr Graham is being offered more options than the other directors to replace the 1,500,000 options previously issued to him in November 2000 which will expire on 14 November 2003. The Company will not issue Mr Graham's options until his existing ones have expired.

In order for shareholders to approve the issue of the options under ASX Listing Rule 7.1 and the giving of the financial benefits to a related party. Chapter 2E.1 Division 3 of the Act and ASX Listing Rules 7.3 and 10.15 require certain information to be given to shareholders, as follows.

6. The Related Parties and the Nature of the Benefits

The related parties to whom the resolution would permit financial benefits to be given are all of the current directors of the Company being Mr Molyneux, Dr Jenkins, Professor Robins-Browne, Mr Zwolenski and Mr Graham. The nature of the financial benefit are as follows:

• $(a)$ 350,000 options over unissued shares to Mr Molyneux convertible into fully paid ordinary 350,000 shares;
• $(b)$ 250,000 options over unissued shares to Dr Jenkins convertible into 250,000 fully paid ordinary shares:
• 250,000 options over unissued shares to Professor Roy Robins-Browne (c) convertible into 250,000 fully paid ordinary shares;
• 250,000 options over unissued shares to Mr Zwolenski convertible into $(d)$ 250,000 fully paid ordinary shares; and
• 750,000 options over unissued shares to Mr Graham convertible into fully $(e)$ paid ordinary 750,000 shares.

The options will be issued promptly following receipt of shareholder approval (if granted) and in any event within 1 month after the date of the meeting.

As noted above, the options are being issued to the directors in recognition of their contributions to the Company.

Mr Molyneux's remuneration package for the financial year ending 30 June 2003 was \$43,600 (including superannuation) and the value of the benefits to be provided if shareholder approval to the grant of the options as set out above is obtained, is approximately \$44,100 (using a Black-Scholes pricing analysis and assuming a volatility of 90%, an interest rate of 5.54% over 3 years and based on a Company share price of \$0.275 cents as at 9 September 2003).

Dr Jenkins remuneration package for the financial year ending 30 June 2003 was \$35.425 (including superannuation) and the value of the benefits to be provided if shareholder approval to the grant of the options as set out above is obtained, is approximately \$31,500 (using a Black-Scholes pricing analysis and assuming a volatility of 90%, an interest rate of 5.54% over 3 years and based on a Company share price of \$0.275 cents as at 9 September 2003).

Professor Robins-Browne's remuneration package for the financial year ending 30 June 2003 was \$35,425 (including superannuation) and the value of the benefits to be provided if shareholder approval to the grant of the options as set out above is obtained, is approximately \$31,500 (using a Black-Scholes pricing analysis and assuming a volatility of 90%, an interest rate of 5.54% over 3 years and based on a Company share price of \$0.275 cents as at 9 September 2003).

Mr Zwolenski's remuneration package for the financial year ending 30 June 2003 was \$22,604 (including superannuation) and the value of the benefits to be provided if shareholder approval to the grant of the options as set out above is obtained, is approximately \$21,000 (using a Black-Scholes pricing analysis and assuming a volatility of 76%, an interest rate of 5.44% over 3 years and based on a Company share price of 21 cents as at 12 December 2002).

Mr Graham's remuneration package for the financial vear ending 30 June 2003 was \$235,196 (including superannuation) and the value of the benefits to be provided if shareholder approval to the grant of the options as set out above is obtained, is approximately \$94,500 (using a Black-Scholes pricing analysis and assuming a volatility of 90%, an interest rate of 5.54% over 3 years and based on a Company share price of \$0.275 cents as at 9 September 2003).

As the Company does not know when the options issued to Mr Molyneux, Dr Jenkins, Professor Robins-Browne, Mr. Zwolenski and Mr Graham will be exercised, the Company has no present intention for the use of the funds to be received on exercise. In any event, Mr Zwolenski's options must be exercised by 10 December 2005. Mr Molyneux's, Dr Jenkins' and Professor Robins-Browne's options must be exercised on or before 11 November 2006. Mr Graham's options must be exercised on or before 14 November 2006. Any options not exercised by these dates will automatically lapse.

No cash amount is payable for the grant of the options to each of Mr Molyneux, Dr Jenkins, Professor Robins-Browne, Mr. Zwolenski and Mr Graham.

The exercise price for each of Mr Molyneux's, Dr Jenkins', Professor Robins-Browne's and Mr Graham's options is \$0.55 cents per share. The exercise price for Mr Zwolenski's options is \$0.35 per share. The exercise price of Mr Zwolenski's options is less then the exercise price for the options issued to the other directors because when the Company agreed to issue the options to Mr Zwolenski in December 2002, the Company's share price was \$0.21 cents.

The options maybe exercised in one parcel or on several occasions in multiples of $100.$

The options are transferable.

Any reconstruction of capital (including any consolidation or division of shares or reduction or return of capital) will result in a corresponding adjustment to the number of options or the exercise price (or both) to preserve a director's proportionate entitlement, subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital, but in all other respects the terms for the exercise of options remain unchanged.

If the Company makes a pro rata rights issue of shares for cash to shareholders the exercise price of unexercised options will be adjusted to reflect the diluting effect of the issue. If there is a bonus issue each unexercised option will, on exercise, entitle its holder to receive additional shares reflecting the bonus issue.

If the resolution is approved, any shares issued pursuant to the exercise of the options will carry the same rights as, and will rank equally with, all existing shares of the Company and Mr Molyneux, Dr Jenkins, Professor Robins-Browne, Mr Zwolenski and Mr Graham will receive notices of, and be entitled to vote at. general meetings of the Company and will be eligible for participation in any dividends from the date of issue of the shares.

If all the options to be issued to the directors are exercised, then the total number of shares to be issued will be 1,850,000 fully paid ordinary shares resulting in current shareholders' interests (based on the Company's current issued share capital of 81,163,403) being diluted by 2.28%.

The current number of shares held by, and options on issue to each director in the Company, are as follows:

Mr Molyneux holds 250,000 ordinary shares and has no options.

Dr Jenkins holds 1,400,000 ordinary shares and has no options.

Professor Robins-Browne holds 15,000 ordinary shares and has no options.

Mr Zwolenski holds no ordinary shares or options.

Mr Graham directly and indirectly holds 4,098,690 ordinary shares and has 1,500,000 options on issue to him at an exercise price of \$0.80 cents, which expire on 14 November 2003. These options were issued for no consideration and pursuant to Anadis Executive Share Option Plan No. 1.

Mr Molyneux originally held 350,000 options and Dr Jenkins and Professor Robins-Browne originally held 250,000 options. These options had an exercise price of \$0.80 cents and expired in February 2003.

The chart below shows the Company's share price history for the preceding 12 months.

Directors' Recommendation $(b)$

In view of the fact that all the directors have a material personal interest in the outcome of the resolution the directors make no recommendation as to how shareholders of the Company should vote in respect of the Company giving the financial benefits to each of the directors described.

$(c)$ Directors' Interests in the Resolution

All of the directors of the Company have an interest in the outcome of the resolutions to approve the giving of financial benefits.

$(d)$ All other Information Reasonably Required by Shareholders

The directors believe that this notice contains all other information known by the Company and the directors, that is reasonably required by shareholders in order to decide whether or not it is in the Company's interests to vote in favour of the resolutions.

PROXY FORM

Enquiries Contact [#]

ANADIS LIMITED

ACN 063 114 048

Name and address of member or joint members

Appointment of proxy

I/We, being a member/s of Anadis Limited and entitled to attend and vote, appoint

or failing that person or, if no person is named, the chairman of the meeting to attend, act generally and vote as directed below, or, if no directions are given, as the proxy or the chairman sees fit, at the annual general meeting of the Company to be held on 11 November 2003 at 2pm, and at any adjournment.

Appointing a second proxy

If appointing a second proxy, state the percentage of your voting rights applicable to the proxy appointed by this form.

Voting directions to your proxy – please mark $X$ to indicate your directions
Business
Item		For	Against	Abstain*
2.	Re-election of Professor Roy Robins-Browne	п	łΙ	Π
З.	Modification of Constitution	п	∏	Ιł
4.	Increasing the Remuneration of the Directors	П		⊓
5.	Granting of Options to Mr Philip Molyneux	П		⊓
6.	Granting of Options to Dr. Peter Jenkins	П	⊓	⊓
7.	Granting of Options to Professor Roy Robins- Browne	П	∏
8.	Granting of Options to Mr Roman Zwolenski	п	⊓	⊓
9.	Granting of Options to Mr Conor Graham	П		⊓
* If you mark the Abstain Box for a particular item of business, you are directing your proxy not to vote on that item on a show of hands or on a poll and your shares will not be counted in computing the required majority on a poll.

If you appoint the chairman of the meeting as your proxy, and you do not direct him how to vote on items 2, 3, 4, 5, 6, 7, 8 and 9 the chairman will vote in favour of each of those items.

Name of proxy (please print)

%

If you appoint the chairman of the meeting as your proxy and you do not wish to direct the chairman how to vote in relation to items 2, 3, 4, 5, 6, 7, 8 and 9 please mark $X$ in the box.

By marking this box, you acknowledge that the chairman may vote as your proxy even if he has an interest in the outcome of the items and votes cast by him other than as a proxy will be disregarded because of that interest.

If you do not direct the chairman how to vote and do not place a mark in this box any votes cast by the chairman as your proxy in relation to items 2, 3, 4, 5, 6, 7, 8 and 9 will be disregarded.

Signatures of individual member, joint individual members, attorney or company member

Member, Attorney or Joint Member 1	Joint Member 2 or Attorney	Joint Member 3 or Attorney Director/Company secretary (delete one)
Sole director and sole company secretary	Director
Contact name	Contact daytime telephone	Date

$\overline{2}$ .

Instructions for Completion of Proxy Form

Your Name and Address

This is your name and address as it appears on the register of shareholders of the Company. If this information is incorrect, please make the correction on the proxy form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this proxy form.

Appointment of Proxy

If you are entitled to vote at the meeting you have a right to appoint a proxy and should use this proxy form. The proxy need not be a member of the Company.

If you wish to appoint someone other than the chairman of the meeting as your proxy, please write the name of that person in the appropriate box. Shareholders cannot appoint themselves. If you leave the box blank, or your named proxy does not attend the meeting, the chairman of the meeting will be your proxy and vote on your behalf.

Your proxy's authority to speak and vote for you at the meeting is suspended if you are present at the meeting.

Voting Directions to Your Proxy

You may direct your proxy how to yote by marking $X$ in 1 of the 3 boxes opposite each item of business. All your votes will be cast in accordance with your direction, unless you indicate only a portion of votes are to be cast on any item by inserting the percentage of your voting rights applicable to the proxy appointed by this proxy form in the appropriate box. If you do not mark any of the boxes relating to the items of business, your proxy will vote as he or she chooses. If you mark more than 1 box relating to the same item of business any vote by your proxy on that item will be invalid.

Appointing a Second Proxy

If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning Computershare, the Company or you may copy this form. Both proxy forms should be lodged together.

If you appoint 2 proxies and the appointment does not specify the proportion or number of your votes each proxy may exercise, section 249X of the Corporations Act 2001 (Cth) will take effect so that each proxy may exercise half of the votes (ignoring fractions).

If you appoint 2 proxies, neither proxy will have a right to vote on a show of hands.

If you appoint another member as your proxy, that person will have only 1 vote on a show of hands and does not have to vote on a show of hands in accordance with any direction by you.

Signing Instructions

This proxy form must be signed and dated by the shareholder or the shareholder's attorney. Joint shareholders must each sign.

If this form is signed by an attorney and you have not previously lodged the power of attorney with Computershare or the Company for notation, please attach a certified copy of the power of attorney to this form when you return it.

If the shareholder is a company that has a sole director or a sole director who is also the sole company secretary, this form must be signed by that person. Otherwise, this form must be signed by 2 directors or 1 director and a company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of Proxy Form

Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received.

• at 4 Capital Link Drive, Campbellfield, VIC 3061; or
• by fax, on fax number (03) 9358 6399;

not later than 10am on 10 November 2003.

Documents received after that time will not be valid for the scheduled meeting.

Privacy

Chapter 2C of the Corporations Act 2001 (Cth) requires information about you (including your name, address and details of the shares you hold) to be included in the Company's public register of members. This information must continue to be included in the public register if you cease to hold shares. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000 (Cth). Information is collected to administer your shareholding which may not be possible if some or all of the information is not collected.