RAIDEN RESOURCES LIMITED — AGM Information 2003

Oct 28, 2003

29 October 2003

Company Announcements Office Australian Stock Exchange Sydney NSW 2000

Dear Sirs

Re Medical Monitors Limited (ASX:MDM)

Please find attached Notice of Meeting and Proxy Form for Annual General Meeting of shareholders in Medical Monitors Limited, to be held 28 November 2003.

Yours faithfully

Dr Allan Shell Managing Director

MEDICAL MONITORS LIMITED

ACN 009 161 522

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Medical Monitors Limited (the "Company") will be held at the Stamford Sydney Airport Hotel, corner Robey & O'Riordan St, Mascot, NSW, on Friday 28th November 2003, commencing at 10.00 AM (EST).

ORDINARY BUSINESS

1. Financial Statements

To receive and consider the Directors' report and Statement of Financial Performance, together with the Statement of Financial Position for the year ended 30th June 2003.

2. Resolution 1 - Election of Directors

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

That Dr Jerome Goldberg, being a director of the Company, who retires by rotation in accordance $2.1.$ with Rule 11.1.3 of the Company's Constitution and being eligible is re-elected as a director of the Company.

SPECIAL BUSINESS

3. Resolution 2a & 2b - Approval of previous share issues - private placements

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

• That pursuant to ASX Listing Rule 7.4, approval is given to the issue of Tranche One of securities via $3/L$ private placements as detailed in the Explanatory Memorandum for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in ASX Listing Rule 7.1.
• $3.2.$ That pursuant to ASX Listing Rule 7.4, approval is given to the issue of Tranche Two of securities via private placements as detailed in the Explanatory Memorandum for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in ASX Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 8 of the Explanatory Memorandum.)

4. Resolution 3 - Approval of proposed share issues - private placements

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

That pursuant to ASX Listing Rule 7.1, approval is given to the issue of up to a maximum of 25 $4L$ million ordinary shares via private placements on or before 27 February 2004, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in ASX Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 8 of the Explanatory Memorandum.)

5. Resolution 4 - Approval of proposed share issues – to contractor executives

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

That pursuant to ASX Listing Rule 7.1, approval is given to the issue of up to a maximum of 2 million $5.1.$ ordinary shares (being 1 million shares each) to Mr Michael Romm and Mr Anthony Allison or their nominees on or before 27 February 2004, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in $\overline{ASX}$ Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 8 of the Explanatory Memorandum.)

6. Resolution 5 - Approval of proposed share & option issues – other

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

That pursuant to ASX Listing Rule 7.1, approval is given to the issue of up to a maximum of 2 million $6.1.$ ordinary shares and 3.5 million 30 June 2005 options to Professor Bryan Williams (being 500,000 shares), Mr Ray Jarvis (being 1 million shares), Mr Stephen Kaufman (being 500,000 shares and 500,000 options) and Hillridge Investments Pty Ltd (being 3 million options) or their nominees on or before 27 February 2004, as detailed in the Explanatory Memorandum, for the purpose of excluding those securities from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in $\angle$ ASX Listing Rule 7.1.

(Note: A voting exclusion statement applies in respect of this resolution. Please refer to Item 8 of the Explanatory Memorandum.)

7. Resolution 6 - Approval of amendment to the Constitution

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

$7.1.$ That the Constitution be amended by making the amendments set out in Annexure B to the Explanatory Memorandum.

BY ORDER OF THE BOARD

Geoffrey A Rann Company Secretary

This 27th day of October 2003 Sydney, NSW.

NOTES:

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

A Proxy Form accompanies this Notice and to be effective must be received at the Company's registered office:

Medical Monitors Limited Suite 407 Office Tower Westfield Eastgardens Eastgardens NSW 2036

OR by Facsimile: +61 2 9344 8200

no later than 48 hours before the meeting (being held on 28th November 2003).

• 1. Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.
• 1. Pursuant to regulation 7.11.37 of the Corporations Regulations, the Company has determined that a member's entitlement to vote at the Annual General Meeting shall be based upon that member's holding of the Company's shares, as recorded in the Company's Register of Members, as at close of business on 26th November 2003 (being the "snapshot date").

MEDICAL MONITORS LIMITED ACN 009 161 522 EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting.

$\mathbf{1}$ . General Information

This section sets out general information about the matters set out in the Notice. The other sections provide specific information relating to particular resolutions.

$21$ Resolution 1 - Re-election of a Director

Dr Jerome Goldberg (MB BS, FRACS, FOrthA) is specialist surgeon, with extensive experience in the medical technology field, and has been involved in the Medical Monitors business as the Chairman of the company since June 2001 and as a private investor in the company.

$3.$ Resolution 2 - Approval of previous share issues – private placements

ASX Listing Rule 7.1 provides that a company must not, without the approval of holders of ordinary shares and subject to certain exceptions, issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 allows the Company to obtain from shareholders the subsequent approval of issues of equity securities, the issue of which did not breach Rule 7.1. Such subsequently approved issues are treated as having been made with approval under Rule 7.1 and are thus then excluded from the 15% limit.

Over the past 12 months the company has issued shares as private placements within the 15% limit set by Rule 7.1 in two tranches.

The number of shares allotted:

A total of 25,851,071 fully paid ordinary shares were allotted in two tranches.

The issue price of the shares

Tranche One: 9,288,571 shares were issued at 3.5 cents each.

Tranche Two: 16,562,500 shares were issued at 8 cents each.

The terms of the shares:

All of the shares issued were fully paid ordinary shares and rank pari passu with existing ordinary shares on issue and have identical attaching rights.

The basis of the allotment:

The shares were issued to private clients of Macquarie Equities Limited and various sophisticated private investors who were all parties unrelated to the Company. The shares were issued in two tranches:

• a) the first tranche of 9,288,571 ordinary shares were issued on 10 July 2003; and
• b) the second tranche of 16,562,500 ordinary shares were issued on 18 September 2003.

Purpose of the issue

The shares were issued to provide additional working capital for the Company to fund domestic and overseas marketing programs and the development of additional monitoring infrastructure.

The Company seeks subsequent approval for the above share issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

Accordingly the board of directors ("Board") unanimously recommends that shareholders vote in favour of the se resolutions.

$\overline{4}$ . Resolution 3 - Approval of proposed share issues – private placements

As explained under Resolution 2, ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.3.2 allows approval to be obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 27 February 2004, the Company is seeking to issue a maximum of 25 million ordinary fully paid shares in order to provide additional working capital for the Company to fund future acquisition of new business opportunities in overseas markets and the development of additional monitoring infrastructure.

The anticipated budget for new business opportunities includes $\epsilon$ 1 million required to fund new monitoring services in the UK and Europe. In addition, these new programs will need working capital of about $\epsilon$ 500,000 for the marketing and sales program required to take full advantage of the expanding monitoring market in Europe. Significant sales revenue for the Company is anticipated from this venture throughout 2004.

The price at which the shares will be issued will be a minimum of 12.0 cents per share or 90% of the average market price calculated over the last 5 days prior to the date of issue on which sales of the shares were recorded on the ASX (whichever is the greater). All the shares to be issued will be fully paid shares which rank pari passu with existing ordinary shares on issue and have identical attaching rights. The allotment of these shares will occur progressively during the 3 month period to 27 February 2004.

The shares will be issued via private placement to the following parties (who are not related parties to the Company):

Access Capital Investments Pty Ltd, or its rominees, or such other parties who are not related parties of the Company as the Directors in their discretion may so determine.

The Company seeks approval for the above share issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

Accordingly the Board unanimously recommends that shareholders vote in favour of this resolution.

$5.$ Resolution 4 - Approval of proposed share issues – to contractor executives

As explained under Resolution 2, ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.3.2 allows approval to be obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 27 February 2004 the Company is seeking to issue a maximum of 2 million ordinary fully paid shares (being 1 million shares each) to Mr Michael Romm, the Company's Marketing Manager and Mr Anthony Allison, the Company's Finance Manager, or their nominees. Mr Romm and Mr Allison are senior executives of the Company who work for the Company on a contract basis. Because they are not employees of the Company they are not eligible to be issued shares under the Company's Employee Share Plan.

These shares are to be issued free of charge to Mr Romm and Mr Allison, or their nominees, in order to:

• to reward these personnel for past performance and loyalty; $\bullet$
• to provide an incentive for these personnel to maintain and improve personal performance;
• to provide an incentive for these personnel to enhance company performance, as reflected in the market price of shares on the ASX;
• to assist in the retention of these valuable personnel in a competitive employment marketplace.

The allotment of these shares will occur contemporaneously with the issue of shares under the Employee Share Plan during the 3 month period to 27 February 2004.

The Company seeks approval for the above share issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

None of the proposed allottees are related parties of the Company.

Accordingly the Board unanimously recommends that shareholders vote in favour of this resolution.

6. Resolution 5 - Approval of proposed share issues - Other

As explained under Resolution 2, ASX Listing Rule 7.1 sets a 15% limit on the number of shares which the Company can issue in any 12 month period without shareholder approval. ASX Listing Rule 7.3.2 allows approval to be obtained from shareholders for proposed share issues up to 3 months from the date of the meeting.

In the period to 27 February 2004 the Company is seeking to issue a maximum of 2 million ordinary fully paid shares and a maximum of 3.5 million options to acquire one ordinary fully paid share at 20.0 cents per share (exercisable at any time prior to $30th$ June 2005) between Professor Bryan Williams, Mr Ray Jarvis, Mr Stephen Kaufman and Hillridge Investments Pty Ltd or their nominees. The terms of the options to be issued are the same as the Company's listed $30th$ June 2005 options, the terms of which are attached to this Explanatory Memorandum as Annexure A.

These shares and options are to be issued free of charge to Professor Bryan Williams, Mr Ray Jarvis, Mr Stephen Kaufman and Hillridge Investments Pty Ltd or their nominees in recognition of their valuable contribution to the development of the Company and to encourage further such contribution.

Professor Bryan Williams

The Company wishes to issue 500,000 shares to Prof. Bryan Williams for his contribution to the Company that has already created a significant opportunity in the UK, and in the international arena, particularly for its BPfone™ blood pressure monitoring system.

Prof. Williams is a distinguished international medical expert in hypertension management He is the current President of the British Hypertension Society and a member of the European Society for Hypertension and is involved in research with the international pharmaceutical industry. Prof. Williams recent appointment as medical advisor to the Company is seen as an important milestone in the Company's development as a market leader in vital signs monitoring.

Ray Jarvis

The Company wishes to issue 1,000,000 shares to Mr Ray Jarvis for his assistance in developing the Company's USA cardiac monitoring service plans. Mr Jarvis has considerable expertise in telemedicine products and services. He continues to provide the Company with opportunities within the cardiac devices and services market place utilising his wide range of health industry contacts. Mr Jarvis has been involved in the sales and marketing of medical technology and devices industry for over 30 years, both in Australia and overseas.

Stephen Kaufman

At the Annual General Meeting of the company held on 28 November 2002 shareholders approved the issue to Mr Stephen Kaufman of a maximum of 5 million shares and 5 million options (of the type described above) prior to 28 February 2003. However as Mr Kaufman had not achieved the results expected by the Company by that date, despite his efforts, these shares and options were not issued.

The company now wishes to issue Mr Stephen Kaufman 500,000 shares and 500,000 options to compensate Mr Kaufman for his significant efforts in seeking business opportunities for the Company in North America.

Hillridge Investments Pty Ltd

The Company wishes to issue 3,000,000 options (of the type described above) to Hillridge Investments Pty Ltd. The contributions of Hillridge Investments Pty Ltd include the successful marketing of new international business opportunities. Hillridge Investments Pty Ltd has been involved in a number of international projects and has considerable expertise in telephony and voice recognition technology. The principals of Hillridge Investments Pty Ltd have been very active in promoting the Company's technology and services.

The Board considers that it is in the best interests of the Company to reward and encourage these contributions in a manner which serves to enhance the alignment of Professor Bryan Williams'. Mr Ray Jarvis', Mr Stephen Kaufman's and Hillridge Investments Pty Ltd's interests with the success of the Company, as reflected in the market price of Company shares listed on the ASX. The allotment of these shares and options will occur progressively during the 3 month period to 27 February 2004.

The Company seeks approval for the above share and option issues in order to provide it with maximum flexibility to raise additional funds for the development of its business. Approval will mean that the Company will not need to include the above issues in calculating the 15% threshold under Rule 7.1.

None of the proposed allottees are related parties of the Company.

Accordingly the Board unanimously recommends that shareholders vote in favour of this resolution.

$71$ Resolution 6 - Proposed Amendments to Constitution

This is a special resolution proposing amendments to the Company's Constitution.

The amendments accommodate recent legislative changes and ensure greater consistency of the Constitution with the ASX Listing Rules.

Clause Number	Amendment	Comments
	Inserting definitions of"ASX" and "Official List"	These defined terms are used throughout theConstitution but had been inadvertently leftout of the definitions section.
$1.9$ andthroughout.	Amending definition of"Corporations Law"	The old Corporations Law has been replacedwith the new Corporations Act 2001.
6.1.1	Amending reference toobsolete section ofCorporations Law	The old section 1101 of the Corporations Lawhas been replaced with section 1073D in theCorporations Act 2001.
1, 2.6 and 26	New clauses inserted toprovide for the divestment ofunmarketable parcels ofshares on certain conditions.	See explanation below under the heading"Unmarketable parcels of shares".

An explanation of the changes to the Constitution is set out in the following table:

Unmarketable parcels of shares

The Company has a large number of shareholders who hold less than a marketable parcel of shares. A marketable parcel is the number of shares having a value of $500 or more. Currently there are at least 1200 small shareholders who hold less than a marketable parcel of shares, totaling no more than 6% of the shares quoted on the ASX (as at 1 September 2003).

This places an undue financial burden on the Company, as the cost of maintaining a small shareholding is the same as the cost of maintaining a large holding in respect of processing shareholding statements, annual reports, meeting notices and other shareholder communications. The Company wishes to try to reduce this cost, given the Company's size.

Accordingly, the Company proposes to include provisions in its Constitution to permit it to sell small shareholdings in accordance with the ASX Listing Rules. The ASX Listing Rules (Rule 15.13) impose certain safeguards to protect small shareholders whose shareholding was not an unmarketable parcel when it was acquired and each of these safeguards are included in the proposed amendment to the Company's Constitution. In particular, in relation to such small shareholders:

the Company may only seek to sell a small shareholding once in any 12 month period: a)

• $\mathbf{b}$ the Company must notify the small shareholder in writing of its intention to sell the small shareholding:
• $c)$ the small shareholder must be given at least a 6 week notice period from the date that the notice is sent in which to tell the Company that it wishes to retain its shareholding, and if the shareholder does so tell the Company, its shareholding will not be sold:
• d) the sale must stop following the announcement of any takeover bid for the Company but may be started again after the close of offers made under the takeover bid:
• only the shares held by small shareholders who do not respond in writing to the Company e) during the notice period, or expressly state that they wish to have their shareholding sold, may be sold by the Company:
• $\mathbf{f}$ the Company must pay the costs of sale (although it would not be liable for the income tax and capital gains tax consequences for the small shareholder associated with any sale).

The proposed amendment to the Constitution also gives the Company power to compulsorily divest small shareholders of unmarketable parcels of shares created by the transfer of an unmarketable parcel after 1 September 1999.

Shareholders should note that if the resolution is passed and the Company exercises its power of sale under the amended Constitution, the onus will be on shareholders holding less than a marketable parcel of shares who do not wish to have their shares sold to inform the Company in writing within 6 weeks of receipt of notice of the Company's intention to sell the shares, otherwise those shares will be sold.

The Board unanimously recommends that shareholders vote in favour of this resolution.

8. Voting Exclusion Statement

The Company will disregard any votes cast in respect of Resolutions 2a and 2b by any person who participated in the relevant issue of shares in the Company and any associate of such a person.

The Company will disregard any votes cast in respect of Resolution 3 by:

• a) Access Capital Investments Ptv Ltd. or its nominees and any other persons who may participate in the relevant issue of shares in the Company;
• b) a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
• c) the associates of any person referred to in a) or b).

The Company will disregard any votes cast in respect of Resolution 4 by:

• a) Mr Michael Romm, Mr Anthony Allison and any other persons who may participate in the relevant issue of shares in the Company;
• b) a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
• c) the associates of any person referred to in a) or b).

The Company will disregard any votes cast in respect of Resolution 5 by:

• d) Professor Bryan Williams, Mr Ray Jarvis, Mr Stephen Kaufman, Hillridge Investments Pty Ltd and any other persons who may participate in the relevant issue of shares in the Company;
• e) a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
• $\hat{D}$ the associates of any person referred to in a) or b).

However the Company need not disregard a vote if:

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

MEDICAL MONITORS LIMITED ACN 009 161 522

APPOINTMENT OF PROXY

The Secretary
Medical Monitors Limited
Suite 407 Office Tower
Westfield Eastgardens
Eastgardens
NSW, 2036	Facsimile: 612 9344 8200
1 Appointment of Proxy
$I/We$
$0f$
being a member of Medical Monitors Limited, hereby appoint:
$0f$
or in his absence
$0f$

or failing him/them or any effective appointment, the Chairman of the Meeting as my/our proxy, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 28 November 2003 and at any adjournment thereof.

2Voting

		FOR	AGAINST	ABSTAIN
Resolution 1	Re-election of Dr Jerome Goldberg
Resolution 2a	Approval of previous share issues - Tranche One
Resolution 2b	Approval of previous share issues - Tranche Two
Resolution 3	Approval of proposed share issues - private placements
Resolution 4	Approval of proposed share issues – executives
Resolution 5	Approval of proposed share issues - other
Resolution 6	Approval of proposed amendments to Constitution

The Chairman intends to vote all undirected proxies FOR all resolutions.

If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

3Shareholders who wish to appoint two proxies:

State the percentage or number of your votes applicable to this form

4Sign here:

Dated this

2003

All individuals and joint holders must sign

day of

Signature

Signature

Companies (affix seal as required)

Director

Director/Company Secretary

Sole Director and Sole Company Secretary

Proportion $\frac{9}{6}$ OR

Signature

MEDICAL MONITORS LIMITED ACN 009 161 522

Instructions for completing "Appointment of Proxy" form

Please direct your proxy how to vote. If no directions are given, your proxy will be entitled to vote or abstain as the proxy thinks fit. The proxy form on the reverse side of this page must be received at Medical Monitors Limited, Suite 407 Office Tower, Westfield Eastgardens, Eastgardens, NSW, 2036, no later than 48 hours before the time set for the meeting. Signed proxy forms received by facsimile 612 9344 8200 will be accepted.

$\overline{1}$ . Appointment of Proxy

You need to insert the name of the person you wish to appoint as proxy. A proxy need not be a shareholder of the Company. However, shareholders cannot appoint themselves.

The Chairperson of the meeting will act as your proxy if no moxy is named or if your appointed proxy fails to attend the meeting.

$\overline{2}$ . Voting on business of the meeting

The Notice of Annual General meeting included with these documents has details about each agenda item. If you wish to direct your proxy how to vote on a particular item, place a mark in the appropriate box. If a mark is placed in a box your total shareholding will be voted in the manner. The vote will be invalid if a mark is made in more than one box for a particular item. You may choose to split your vote by making an X in the box indicated and inserting the number of shares you wish to vote in the appropriate boxes. In this case the vote will be invalid if the total number of shares shown in the "for", "against" and "abstain" boxes is more than your total shareholding on the share register.

$\overline{3}$ . If you wish to appoint two proxies

You are entitled to appoint no more than two persons to attend the meeting and vote. If you wish to appoint more than one proxy you may obtain an additional proxy form by contacting the Company's share registry. Both proxy forms should be completed with the nominated percentage or number of your voting rights on each. If 2 proxies are appointed but the appointment does not specify the proportion or number of the member's voting rights which each proxy may exercise, the Corporations Act 2001 provides that each proxy may exercise half of the member's votes.

$\overline{4}$ . Shareholder signature(s)

The proxy form must be signed by the shareholder(s) or, if a corporation, executed in accordance with section 127 of the Corporations Act 2001 or under the hand of an authorised officer or attorney. If the proxy form is signed by a person who is not a registered shareholder, then the relevant authority must either have been exhibited previously with the Company's share registry or be enclosed with this proxy.

Annexure A

Terms and Conditions of the Options to be issued pursuant to Resolution 5

The material terms and conditions of these Options are as follows:

• each Option entitles the holder, when exercised, to one Share: $(a)$
• the Options are exercisable at any time prior to 5:00PM (WST) on 30 June, 2005; (b)
• $(c)$ the exercise of the price of the Options is 20 cents each (post consolidation);
• $(d)$ subject to the Corporations Law, the Listing Rules and the Constitution, the Options are freely transferable and will only be quoted on ASX if a sufficient spread of options holders exists in compliance with the ASX Listing Rules;
• all Shares issued upon exercise of the Options will rank pari passu in all respects with the $(e)$ Company's then issued Shares. The Company will apply for the official quotation by ASX of all Shares issued upon exercise of the Options:
• $(f)$ there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, the Company will ensure, for the purposes of determining entitlements to any issue, that optionholders will be notified of the proposed issue at least seven (7) Business Days prior to the record date. This will give optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue: and
• $(g)$ if at any time the issued capital of the Company is reconstructed, all rights of the optionholders are to be changed in a manner consistent with the Listing Rules.

Annexure B

Proposed Amendments to Constitution

$1.$ By inserting in clause 1 the following definitions and renumbering the subclauses to accommodate the additional definitions:

"ASX" means Australian Stock Exchange Limited (ACN 008 624 691).

"Divestment Notice" is a notice given under clause 26.1 to a Small Holder or a New Small Holder.

"Market Value" in relation to a Share is the closing price on SEATS of the Share.

"New Small Holder" is a Member who is the holder or a joint holder of a New Small Holding.

"New Small Holding" is a holding of Shares created by the transfer on or after 1 September 1999 of a parcel of Shares that was less than a Marketable Parcel at the time a proper SCH transfer was initiated or a paper based transfer was lodged with the Company.

"Official List" means the official list of entities that the ASX has admitted and not removed

"Relevant Period" is the period specified in clause 26.2.

"Relevant Shares" are the Shares specified in a Divestment Notice.

"Shares" for the purposes of clause 26 are shares in the Company all of the same class.

"Small Holder" is a Member who is the holder or a joint holder of a Small Holding.

"Small Holding" is a holding of Shares which is less than a Marketable Parcel on the relevant date.'

By replacing the definition of "Corporations Law" and "Corporations Regulations" in clause $\overline{2}$ 1.9 with the following new clause 1.9 and changing all references to "Corporations Law" to "Corporations Act".

"Corporations Act" and "Corporations Regulations" mean the Corporations Act 2001 (Cth) and Corporations Regulations 2001 (Cth) respectively.'

$\overline{3}$ . By inserting the following new clause 2.6 after clause 2.5.

'In this Constitution, unless contrary intention appears:

• the expressions "Certificated Holding", CHESS Holding", "Holding $(a)$ Adjustment" and "Issuer Sponsored Holding" have the same meanings as in the SCH Business Rules; and
• the expressions "closing price on SEATS", "Marketable Parcel" and $(b)$ "Uncertificated Securities" have the same meaning as in the ASX Listing Rules.'
• 1. By replacing the reference in clause $6.1.1(b)(ii)$ to "Section 1101 of the Corporations Law" with "Section 1073D of the Corporations Act".
• By inserting the following new clause 26 after clause 25. $5-$

$26$ Small Holdings

Divestment Notice 26.1

If the Directors determine that a Member is a Small Holder or a New Small Holder. the Company may give the Member a Divestment Notice to notify the Member:

• that the Member is a Small Holder or a New Small Holder, the number of $(a)$ Shares making up and the Market Value of the Small Holding or New Small Holding and the date on which the Market Value was determined:
• that the Company intends to sell the Relevant Shares in accordance with this $(b)$ clause after the end of the Relevant Period specified in the Divestment Notice:
• $(c)$ if the Member is a Small Holder, that the Member may at any time before the end of the Relevant Period notify the Company in writing that the Member desires to retain the Relevant Shares and that if the Member does so the Company will not be entitled to sell the Relevant Shares under that Divestment Notice: and
• $(d)$ after the end of the Relevant Period the Company may for the purpose of selling the Relevant Shares that are in a CHESS Holding initiate a Holding Adjustment to move those Shares from that CHESS Holding to an Issuer Sponsored Holding or Certificated Holding.

If the SCH Business Rules apply to the Relevant Shares, the Divestment Notice must comply with the SCH Business Rules.

26.2 Relevant Period

For a Divestment Notice given to a Small Holder or New Small Holder, the Relevant Period must be at least 6 weeks from the Date the Divestment Notice was given.

26.3 Company can sell Relevant Shares

At the end of the Relevant Period the Company is entitled to sell on-market or in any other way determined by the Directors:

• the Relevant Shares of a Member who is a Small Holder, unless that $(a)$ Member has notified the Company in writing before the end of the Relevant Period that the Member desires to retain the Relevant Shares, in which event the Company must not sell those Relevant Shares under that Divestment Notice: and
• the Relevant Shares of a Member who is a New Small Holder. $(b)$

26.4 No obligation to sell

The Company is not bound to sell any Relevant Shares which it is entitled to sell under this clause but, unless the Relevant Shares are sold within 6 weeks after the end of the Relevant Period, the Company's right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Member to whom the Divestment Notice was given accordingly.

$26.5$ Company as Member's attorney

To effect the sale and transfer by the Company of the Relevant Shares of a Member, the Member appoints the Company and each Director and Secretary jointly and severally as the Member's attorney in the Member's name and on the Member's behalf to do all acts and things which the Company considers necessary or appropriate to effect the sale or transfer of the Relevant Shares and, in particular:

to initiate a Holding Adiustment to move the Relevant Shares from a $(a)$ CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding; and

$(b)$ to execute on behalf of the Member all deeds, instruments or other documents necessary to transfer the Rele vant Shares and to deliver any such deeds, instruments or other documents to the purchaser.

26.6 Conclusive evidence

A statement in writing by or on behalf of the Company under this clause is (in the absence of manifest error) binding on and conclusive against a Member. In particular, a statement that the Relevant Shares specified in the statement have been sold in accordance with this clause is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from all liability in respect of the Relevant Shares.

26.7 Registering the purchaser

The Company must register the purchaser of Relevant Shares as the holder of the Relevant Shares transferred to the purchaser under this clause. The purchaser is not bound to see to the application of any money paid as consideration. The title of the purchaser to the Relevant Shares transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Company under this clause.

26.8 Payment of proceeds

Subject to clause 26.9, where:

• Relevant Shares of a Member are sold by the Company on behalf of the $(a)$ Member under this clause: and
• the certificate for the Relevant Shares has been received by the Company $(b)$ (unless the Company is satisfied that the certificate has been lost or destroved or the Relevant Shares are Uncertificated Securities).

the Company must, within 60 days of the completion of the sale, send the proceeds of sale to the Member entitled to those proceeds by sending a cheque payable to the Member by post to the address of the Member shown in the Register, or in the case of joint holders, to the address of the Member whose name first appears in the Register, Payment of any money under this clause is at the risk of the Member to whom it is sent.

26.9 Costs

In the case of a sale of Relevant Shares of a New Small Holder in accordance with this clause, the Company is entitled to deduct and retain from the proceeds of sale, the costs of the sale as determined by the Company. In any other case, the Company or a purchaser must bear the costs of sale of the Relevant Shares. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Member) payable by the Company in connection with the sale or transfer of the Relevant Shares.

26.10 Remedy limited to damages

The remedy of a Member to whom this clause applies, in respect of the sale of the Relevant Shares of that Member, is expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

26.11 Dividends and voting suspended

Unless the Directors determine otherwise, where a Divestment Notice is given to a New Small Holder in accordance with this clause, then despite any other provision in this Constitution, the right to receive payments of dividends and to vote attached to the Relevant Shares of that Member are suspended until the Relevant Shares are

transferred to a new holder or that Member ceases to be a New Small Holder. Any dividends that would, but for this clause, have been paid to that Member must be held by the Company and paid to the new holder within 60 days after the date the Relevant Shares of the Member are transferred to the new holder. If the transfer does not proceed for any reason such withheld dividends must be paid to the Member within 60 days of the date of the expiry of the Divestment Notice.

26.12 12 month limit

If the Listing Rules so require, the Company must not give a Small Holder more than one Divestment Notice in any 12 month period (except as contemplated by clause 26.13).

26.13 Effect of takeover bid

From the date of the announcement of a takeover bid for the Shares until the close of the offers made under the takeover bid, the Company's powers under this clause to sell Relevant Shares of a Member cease. After the close of the offers under the takeover bid, the Company may give a Divestment Notice to a Member who is a Small Holder or a New Small Holder, despite clause 26.12 and the fact that it may be less than 12 months since the Company gave a Divestment Notice to that Member3