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RENT.COM.AU LIMITED AGM Information 2003

May 14, 2003

65722_rns_2003-05-14_54966eee-da81-4361-aaae-74ad8b58c8bd.pdf

AGM Information

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SELECT-TEL LIMITED ABN 25 062 063 692

NOTICE OF 2003 ANNUAL GENERAL MEETING

Notice is given that the 2003 Annual General Meeting of Select-Tel Limited ("the Company") will be held at Suite 2, 1233 High Street, Armadale, Victoria, 3143 on Thursday, 19 June 2003 at 10 am.

BUSINESS

2002 ANNUAL FINANCIAL STATEMENTS

To lay before the Meeting the Annual Financial Statements of the Company comprising the annual financial report, the directors' report and the auditor's report.

PROPOSED RESOLUTIONS - ORDINARY BUSINESS

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

RE-FI FCTION OF DIRECTOR - Mr BRYAN FROST Resolution 1:

"That Mr Bryan Frost, a director who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company."

Resolution 2: RE-ELECTION OF DIRECTOR - Mr PETER MARKS

"That Mr Peter Marks, a director who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company."

Resolution 3: RE-ELECTION OF DIRECTOR - Dr MARTIN SOUST

"That Dr Martin Soust, a director appointed to fill a casual vacancy and eligible for re-election, be re-elected as a Director of the Company."

NON-EXECUTIVE DIRECTORS' REMUNERATION Resolution 4:

"That the aggregate sum per annum available for payment to the non-executive Directors of the Company as remuneration for their services be increased to a maximum of $150,000 per annum."

CHANGE OF ACTIVITIES Resolution 5:

"That, subject to Resolutions 6, 8 and 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), members approve changing the activities of the Company to include medical and biomedical research, and the development and commercialisation of medical and biomedical technology."

Resolution 6: 1 FOR 4 CONSOLIDATION OF CAPITAL

If Resolution 5 is passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolutions 8 and 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), the Company resolves:

  • (a) to consolidate all issued and unissued ordinary shares in the capital of the Company by consolidating each four (4) ordinary shares into one (1) ordinary share, rounding down any fractional entitlements: and
  • (b) to consolidate all unexpired issued options to acquire shares at the same ratio (that is, by consolidating each four (4) options into one (1) option) rounding down any fractional entitlements. and increasing the exercise price of each option to eighty cents ($0.80). The terms and expiry date of each option shall otherwise remain the same."

Resolution 7: PROPOSED VOLUNTARY CANCELLATION OF OPTIONS

If Resolutions 5 and 6 are passed (with or without amendment), to consider and, if hought fit, to pass the following resolution as an ordinary resolution:

"That members approve the Company making offers to cancel and, in respect of accepted offers, cancelling up to all the issued options of the Company having an expiry date of 1 February 2007 and exercise price of eighty cents ($0.80), for a consideration of two cents ($0.02) per option, all on a post-consolidation basis.

IMPLEMENTATION OF THE PROPOSAL AND ISSUE OF OPTIONS Resolution 8:

If Resolutions 5 and 6 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 9 being passed (with or without amendment) and Resolution 16 being passed (without amendment), members approve the Company's implementation of the Proposal including, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, issuing two million (2,000,000) options (each to acquire one ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 30 June 2006), all on a post-consolidation basis, to The Macfarlane Burnet Institute for Medial Research and Public Health Ltd ("the Institute") pursuant to the Governing Deed between the Company and the Institute, all as more fully described in the Information Memorandum."

Resolution 9: PROPOSED ISSUE OF SHARES & OPTIONS

If Resolutions 5, 6 and 8 are passed (with or without amendment), b consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 16 being passed (without amendment), the Company authorises the proposed issue of up to ten million (10,000,000) ordinary shares in the capital of the Company (deemed fully paid) at an issue price of twenty cents ($0.20)per share and up to five million (5,000,000) one-for-two free attaching options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis, pursuant to the proposed placement to clients of Peregrine Corporate Limited described in the Information Memorandum which accompanied and formed part of the Notice of Meeting."

Resolution 10: APPROVAL OF PARTICIPATION IN PLACEMENT BY DIRECTORS & RELATED PARTIES

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to Resolution 16 being passed (without amendment), the Company authorises the participation by directors of the Company and/or their associates or nominees in the proposed placement the subject of Resolution 9 by applying for and receiving up to a total of one million, five hundred thousand ordinary (1,500,000) shares in the capital of the Company (deemed fully paid) at an issue price of twenty cents ($0.20) per share and up to a total of seven hundred and fifty thousand (750,000) one-for-two free attaching options (each to acquire one ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis."

Resolution 11: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Mr BRYAN FROST

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, the Company approves the issue to Mr Bryan Frost of seven hundred and fifty thousand (750,000) options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis.'

Resolution 12: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Mr PETER MARKS

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, the Company approves the issue to Mr Peter Marks of seven hundred and fifty thousand (750,000) options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cent ($0.20), expiring on 31 May 2008), all on a post-consolidation basis.

Resolution 13: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Dr MARTIN SOUST

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, the Company approves the issue to Dr Martin Soust of seven hundred and fifty thousand (750,000) options (each to acquire (1) one ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis.

Resolution 14: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Mr JONATHAN BRETT

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, the Company approves the issue to Mr Jonathan Brett of seven hundred and fifty thousand (750,000) options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis.'

Resolution 15: APPROVAL OF PROPOSED ISSUE OF OPTIONS TO Mr JEREMY COOPER

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, and subject to being appointed as a Director by the Board upon or subsequent to completion of the conditions precedent, the Company approves the issue to Mr Jeremy Cooper of seven hundred and fifty thousand (750,000) options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post-consolidation basis."

Resolution 16: ISSUE OF SHARES and OPTIONS TO PEREGRINE CORPORATE LTD

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment), to consider and, if thought fit, to pass the following resolution as an ordinary resolution (without amendment):

"That, subject to completion of the conditions precedent described in the Information Memorandum which accompanied and formed part of the Notice of Meeting, the Company approves the proposed issue to Peregrine Corporate Ltd or its nominee of up to a total of five million (5,000,000) ordinary shares deemed fully paid and one-for-one free attaching options (each to acquire one (1) ordinary share in the capital of the Company deemed fully paid at an exercise price of twenty cents ($0.20), expiring on 31 May 2008), all on a post consolidation basis. in satisfaction of corporate advisory fees in accordance with and subject to the terms and conditions specified in the Information Memorandum, as follows:

Number of Shares and Options: To Be Issued:
3,000,000 shares and options Upon implementation of the Proposal 177
2,000,000 shares and options 12 to 24 months after implementation of the Proposal (3)subject to the Company proceeding with the second yearproject funding (1)

PROPOSED RESOLUTION - SPECIAL BUSINESS

Resolution 17: CHANGE OF NAME TO "SELECT VACCINES LTD"

If Resolutions 5, 6, 8 and 9 are passed (with or without amendment) and Resolution 16 is passed without amendment, to consider and, if thought fit, to pass the following resolution as a special resolution:

"That the name of the Company be changed from "Select-Tel Limited" to "Select Vaccines Limited".

Dated: 17 April 2003

By the order of the Board

Phillip Hains Company Secretary

The accompanying Information Memorandum and the Proxy and Voting Instructions form part of this Notice of Meeting.

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

  • (a) one proxy if the member is only entitled to one vote; and
  • (b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at or sent by facsimle transmission to the registered office of the Company at Suite 2, 1233 High Street, Armadale, Victoria, 3143 or facsimile (03) 9824-8161 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation's place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

The Chairman intends casting votes in respect of undirected proxies on Resolutions 9 and 10 in favour of those resolutions. The Chairman does not intend casting votes in respect of undirected proxies on Resolutions 11 or 16.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

Special Resolution

Resolution 17 is proposed as a Special Resolution. To be passed, at least 75% of the votes cast on the resolution by shareholders (by number of shares) must be in favour of the Resolution.

Voting Entitlement

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

Resolutions 4, 5 & 7 to 16 - Voting Exclusion Statements

The Company will disregard any votes cast on Resolution 4 by:

  • a) a director of the Company; or
  • b) any associate of those persons.

The Company will disregard any votes cast on Resolution 5 by:

  • persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if a) the resolution is passed; or
  • b) any associate of those persons.

The Company will disregard any votes cast on Resolution 7 by:

  • a) persons who holds an option that is the subject of the approval (i.e. an option expiring on 1 February 2007 and having a pre-consolidation exercise price of twenty cents ($0.20) (post consolidation: eighty cents $($0.80)$ : or
  • b) any associate of those persons.

The Company will disregard any votes cast on Resolutions 8 and 9 by:

a) persons who may participate in the respective proposed issue and persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the respective resolution is passed; or b) any associate of those persons.

The Company will disregard any votes cast on Resolutions 10 to 16 (inclusive) by:

  • a) persons who are to receive securities in relation to the Company (in respect of Resolutions 10 to 15(inclusive) the Directors and proposed Directors named in the Information Memorandum which accompanied and formed part of the Notice of Meeting who may acquire shares if Resolution 10 to 15 (inclusive) (as applicable) is passed, and in respect of Resolution 16, Peregrine Corporate Ltd); and
  • persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if b) the respective resolution is passed; or
  • any associate of those persons. c)

However, the Company need not disregard a vote on Resolutions 4, 5 or 7 to 16 (inclusive) if:

  • 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
  • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 11 to 16 - Voting

Unless the Australian Securities and Investments Commission otherwise declares, a vote on Resolutions 11 to 16 (inclusive) must not be cast (in any capacity) by or on behalf of:

  • $(a)$ a related party of the Company to whom the respective resolution would permit a financial benefit to be given; or
  • $(b)$ an associate of such a related party.

The above does not prevent the casting of a vote if:

  • it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on $(a)$ the proposed resolution; and
  • $(b)$ is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or on behalf of an associate of such a related party.

A vote is cast on behalf of an entity for the purposes of the above if, and only if, it is cast:

  • as proxy for the entity; $(a)$
  • $(b)$ otherwise on behalf of the entity:
  • $(c)$ in respect of a share in respect of which the entity has:
    • $(i)$ power to vote; or
    • $(ii)$ power to exercise, or control the exercise of, a right to vote.

Details in respect of votes cast on Resolutions 11 to 16 (inclusive) and proxies exercised will be recorded as provided for in section 225 of the Corporations Act.

SELECT-TEL LIMITED ABN 25 062 063 692

PROXY FORM

If you do not wish to direct your proxy how to vote, please place a mark in the box

be

I/We
οf By marking this box youacknowledge that theChairman may exercise
being a member(s) of Select-Tel Limited ("the Company") your proxy even if he has aninterest in the outcome ofthe resolution and votes
and entitled to ______________________ shares appoint: cast by him other than asproxy holder will bedisregarded because of thatinterest. The Chairman
Name of Proxy: ____________________________________ intends voting undirectedproxies in favour of allresolutions other than
Address of Proxy: ____________________________________ Resolutions 11 and 16. TheChairman does not intend tocast a vote in respect ofundirected proxies onResolutions 11 or 16.

or in his/her absence, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the 2003 Annual General Meeting of the Company to be held at Suite 2, 1233 High Street, Armadale, Victoria, 3143 on Thursday, 19 June 2003 at 10 am and at any adjournment of that meeting.

If two proxies are appointed, complete the following sentence:

This proxy is authorised to exercise ....................................

Proxy Instructions

To instruct your proxy how to vote, insert 'X' in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

Ordinary Business For Against Abstain
Resolution 1. Re-Election of Director - Mr B Frost
Resolution 2. Re-Election of Director - Mr P Marks
Resolution 3. Re-Election of Director - Dr M Soust
Resolution 4. Non-Executive Directors' Remuneration
Resolution 5. Change of Activities
Resolution 6. 1 for 4 Consolidation of Capital
IZ
Ordinary Business For Against Abstain
Resolution 7. Proposed Voluntary Cancellation of Options
Resolution 8. Implementation of Proposal & Issue of Options
Resolution 9. Proposed Issue of Shares & Options
Resolution 10. Approval of Participation in Placement by Directors& Related Parties
Resolution 11. Proposed Issue of Options to Mr B Frost
Resolution 12. Proposed Issue of Options to Mr P Marks
Resolution 13. Proposed Issue of Options to Dr M Soust
Resolution 14. Proposed Issue of Options to Mr J Brett
Resolution 15. Proposed Issue of Options to Mr J Cooper
Resolution 16. Issue of Shares & Options to Peregrine Corporate
Special Business (Special Resolution) Ltd
Resolution 17. Change of Name to "Select Vaccines Ltd"
If a person: If a company:
EXECUTED by: Name of company (print)
(Signature) In accordance with theCorporations Act
Name (print)
(Signature) (Signature)
Date: Date:

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at:

(a) Suite 2, 1233 High Street, Armadale, Victoria, 3143;(b) Facsimile number (03) 9824-8161,

by 10 am, Tuesday, 17 June 2003, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.