RENT.COM.AU LIMITED — AGM Information 2004

Apr 19, 2004

THIS IS AN IMPORTANT DOCUMANT

AND REQUIRES YOUR ATTENTION

If you are in doubt as to how to deal with it,

Please consult your financial or other professional adviser.

SELECT VACCINES LIMITED ABN: 25 062 063 692

NOTICE OF ANNUAL GENERAL MEETING INCORPORATING EXPLANATORY MEMORANDUM and PROXY FORM

Notice is given that an Annual General Meeting of

Select Vaccines Limited will be held at Giorgio's Function Room, 1235 High Street, Armadale, Victoria 3143,

on Wednesday 19^th May 2004, commencing at 10.00am.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting ("AGM") of the Members of Select Vaccines Limited ("Company") will be held at Giorgio's Function Room, 1235 High Street, Armadale, Vic, 3143, on Wednesday 19^th May 2004 at 10.00am.

BUSINESS OF THE ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company and of the economic entity for the year ended 31 December 2003 and the reports by directors and auditors thereon.

2. Election of Directors

Re-election of Mr Peter Marks $2.1$

"That, Mr Peter Marks, who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

$2.2^{\circ}$ Re-election of Mr Jeremy Cooper

"That Mr Jeremy Cooper, a director appointed to fill a casual vacancy and being eligible for election, be elected as a Director of the Company."

SPECIAL BUSINESS

$\overline{3}$ . Approval of previous issue of shares and options

"That the Company authorises and approves the previous issue of 2,220,000 ordinary shares and 1 for 2 attaching options to subscribers of the 2003 Prospectus at an issue price of 20 cents per share."

$\ddot{4}$ . Approval of previous issue of options to RW Associates Pty Ltd

"That the Company authorises and approves the previous issue of 350,000 listed options (ASX:SLTOA) exercisable at 20 cents on or before 31 May 2008, at an issue price of 30 cents to RW Associates Pty Ltd in lieu of consulting fees."

5. Approval for issue of options to Anything Communications Pty Ltd

"That the Company approves the issue of 700,000 listed options (ASX:SLTOA), exercisable at 20 cents on or before 31 May 2008, to Anything Communications Pty Ltd.'

6. Approval for issue of shares

"That the Company authorises and approves the issue of up to 6,000,000 ordinary shares deemed fully paid at an issue price being the lower of 30 cents per share or a 15% discount to the volume weighted average price per share over the five trading days prior to the AGM to raise up to \$1,800,000 before costs."

$7₁$ Participation by Directors and Associates

"That, subject to resolution 6 being approved, the Directors of Select Vaccines Ltd and their associates be given shareholder approval to subscribe for new Shares up to a total value of \$250,000."

Approval for the Granting of options to Phillip Hains 8.

"That the Company approves the issue to Mr Phillip Hains, a Secretary of the Company, of 150,000 options to acquire one ordinary share in the capital of the Company deemed fully paid at an exercise price of 30 cents on or before 30 April 2008"

$9.$ General Business

To transact any business which may be lawfully brought forward in accordance with the constitution.

BY ORDER OF THE BOARD

Phillip Hains Company Secretary 19 April 2004

INFORMATION FOR SHAREHOLDERS

Voting Exclusion Statement

In accordance with the ASX Listing Rules, Chapter 14, the Company will disregard votes cast:

• $a)$ On resolution 3: Approval of previous issue of shares and options, by:
• All participants partaking in the capital raising
• An associate of that person (or those persons). $\bullet$
• On resolution 4: Approval of previous issue of options to a consultant, by: $b)$
• RW Associates Pty Ltd; and ٠
• An associate of that Company.
• $\mathbf{d}$ On resolution 5: Approval of issue of options to a consultant, by:
• Anything Communications Pty Ltd; and $\bullet$
• An associate of that Company. ٠
• đ On resolution 6: Approval for issue of shares, by:
• A person who may participate in the respective proposed issue and a person who might $\bullet$ obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the respective resolution is passed; and
• An associate of that person (or those persons).
• $e)$ On resolution 7: Participation by Directors and Associates, by:
• A Director of the Company; and $\bullet$
• An associate of th at person (or those persons)... ۰
• I) On resolution 8: Grant of options, by:
• The person named in the resolution (Mr Phillip Hains) who is to receive option in ۰ relation to the Company; and
• An associate of th at person.

However, the Company need not disregard a vote if:

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

NOTES:

$1.$ Explanatory Memorandum

Further details of the resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Annual General Meeting.

$2.$ Snapshot Date

For the purposes of voting at this meeting, the Directors have determined that all shares of the Company that are quoted, or unquoted, securities at 10:00am AEST on Monday 17^th May 2004 are taken to be held by persons who are registered as holding them at that time. The entitlement to vote at the meeting will be determined by reference to that time.

3. Proxies

Shareholders unable to attend the meeting can complete the attached Proxy Form and return it to the Company or to the Company's Share Registry at the address or the facsimile numbers indicated in the Proxy Form no less than 48 hours before the time scheduled for the commencement of the meeting.

VOTING IN PERSON

Shareholders who plan to attend the meeting are asked to arrive at the venue 10 minutes prior to the time designated for the meeting, if possible, so that we may check the shareholding against the Share Register and note attendances.

In order to vote in person at the meeting, a corporation that is a shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act 2001. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

Shareholder's Name

PROXY FORM

Please write you name(s) above

Appointment of Proxy

I/We appoint as proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy or Chairman sees fit) at the Annual General Meeting (Meeting) of the Company to be held at Giorgio's Function Room, 1235 High Street, Armadale, Vic, 3143 on Wednesday $19^h$ May 2004 at 10.00 am (and at any adjournment thereof).

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on the items below, please mark this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of any of these items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on these items and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of these items.

Name of person you are appointing (if not the meeting Chairman). For Against Abstain 2.1 Re-election of Mr. Peter Marks 2.2 Election of Mr. Jeremy Cooper Approval of previous issue of shares $\&$ options 3. Approval of previous issue of optionsto RW 4. Associates Pty Ltd 5. Approval of issue of options to Anything Communications Pty Ltd Approval for issue of shares 6. Participation by Directors and Associates 7. Grant of options to Mr. Phillip Hains 8. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. Appointing a Second Proxy $\frac{6}{4}$ Or The number of shares applicable to this proxy form The percentage of your voting rights Contact Telephone Number Area Code Telephone Number
Signature(s)
Shareholder 1 Shareholder 2 Shareholder 3
Director/Secretary Sole Director and Secretary Director Proxies may be lodged by fax on (03) 9824 8161, mail to or delivery to the office Company Seal (if required)
of the Company at Suite 2, 1233 High Street, Armadale, Victoria, 3143. To be
valid, a proxy form must be received by the registered office of the Company not
less than 48 hours before the time appointed for the General Meeting. For
assistance in completing this form, please refer to the accompanying instructions.

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

Shareholder's Name

This is the name of the shareholder as it appears on the Company's share register. For the purposes of this Meeting, shares will be taken to be held by those persons who are the registered holders thereof 48 hours before the time appointed for the commencement of this Meeting.

Appointment of Proxy

A shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder's place at the Meeting. The proxy has the same right as the shareholder to speak and vote at the Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the meeting (unless you revoke your proxy before the meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting.

Appointing a Second Proxy

If a shareholder appoints two proxies, unless each proxy is appointed to represent a specified proportion of the shareholder's voting rights, each proxy may exercise half the votes of the appointor.

Contact Telephone

This will help us if there are any problems with your proxy form.

Signature(s)

Each shareholder must sign this form. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of members of Select Vaccines Limited (Company) in connection with the business to be conducted at the Annual General Meeting of members to be held at Giorgio's Function Room, 1235 High Street, Armadale, Vic. 3143 on Wednesday 19^th May 2004 at 10.00am.

Resolution 2.1 - Reelection of Mr Peter Marks

Qualifications: BEc. LLB. Grad Dip Comm Law. MBA Executive Director appointed 21 December 2001

Mr Marks has 23 years experience advising listed and unlisted companies on issues ranging from corporate and company structure, valuations, business strategies, acquisitions and international opportunities.

He has specialist experience in the areas of capital raisings, underwritings, IPO's and venture/private capital transactions.

Mr Marks is a Director of Peregrine Corporate Ltd and Chairman of Premier Bionics Limited (an ASX company with focus on commercialisation of medical devices).

Resolution 2.2 - Election of Mr Jeremy Cooper

Oualifications: BA, MBA Executive Director appointed 19 June 2003

Mr Cooper has 16 years experience in management positions including senior roles with major international corporations, focusing on strategy, business development and mergers and acquisitions.

Since Mr Coopers' involvement with Peregrine Corporate and local public companies, his activities have included strategy, capital restructuring, ASX listings and mergers & acquisitions.

Mr Cooper is currently a director of Premier Bionics Ltd. IM Medical Limited. Gaming & Entertainment Group Limited, Peregrine Corporate Limited and Lift Structures Limited. He is also a Board member of the CRC for Diagnostics.

Resolution 3 - Subsequent approval of issue of shares & options

On 4 June 2003 the Company issued a prospectus to the market for the placement of up to 10 million new shares in the capital of the Company, with 1:2 free attaching options exercisable @ \$0.20 on or before 31 May 2008, at a subscription price of 20 cents per share. This issue raised up to \$2,000,000 (before costs) for working capital and was approved by Shareholders of the Company at the 2003 AGM. 19 June 2003.

On 18 June 2003, the Company issued a supplementary prospectus advising the issue of an additional 2,220,000 ordinary shares and attaching 1,110,000 options. This placement raised an additional \$444,000 (before costs). This issue was not approved at the 2003 AGM and the Company is seeking its ratification by shareholders at this meeting.

The placement was undertaken pursuant to ASX Listing Rule 7.1, which provides that Directors have discretion to place up to 15% of a Company's issued capital in any 12 month period. Shareholders are being asked to ratify the placement, which will, if approved, refresh the Company's discretionary capacity to place securities. The Directors believe restoration of this capacity is desirable and in the best interests of the Company as it enables the Company to move quickly to secure necessary funding when appropriate. The shares issued under the recent placement rank pari passu in all respects with the existing listed fully paid ordinary shares of the Company.

Resolution 4 - Subsequent approval of issue of options to RW Associates Pty Ltd

On 15 November 2003 the company reached an agreement with RW Associates Pty Ltd to issue 350,000 listed options (ASX: SLTOA), exercisable at \$0.20 on or before 31 May 2008, at an issue price of \$0.30 each in lieu of \$105,000 of consulting fees. Options were issued in lieu of fees payable for investor relations & consulting services provided in a previous 12 month period.

The placement was undertaken pursuant to ASX Listing Rule 7.1, which provides that Directors have discretion to place up to 15% of a Company's issued capital in any 12 month period. Shareholders are being asked to ratify the placement, which will, if approved, refresh the Company's discretionary capacity to place securities. The Directors believe restoration of this capacity is desirable and in the best interests of the Company as it enables the Company to move quickly to secure necessary funding when appropriate. The options issued under the recent placement rank pari passu in all respects with the existing listed ordinary shares of the Company, once exercised.

Resolution 5 - Approval of issue of options to Anything Consultants Pty Ltd

An agreement has been undertaken with Anything Consultants Pty Ltd for the issue of 700,000 listed options (ASX:SLTOA) for nil consideration exercisable at \$0.20 (20 cents) on or before 31 may 2008. in lieu of $$112,000$ of fees for investor relations & other consulting services undertaken for the Company. The options to be allocated in respect to this resolution will be issued and allotted to the intended allottee on a date not more than 3 months after the date of the meeting at which approval for the resolution is sought.

Resolution 6 - Approval of proposed issue of shares & options

The Company is seeking approval for the placement to institutions and eligible professional investors of up to 6,000,000 new shares at a subscription price being the lower of 30 cents per share or a 15% discount to the volume weighted average price per share over the five trading days prior to the AGM. The placement will raise up to \$1,800,000 (before costs).

Pursuant to Chapter 7 of the ASX Listing Rules a company may, within a 12 month period, allot up to 15% of its issued capital (whether by way of shares or options) without the need to seek shareholder approval. The allotment of 6,000,000 shares when aggregated together represents approximately 24%

SELECT VACCINES LIMITED

ABN 25 062 063 692

of Select Vaccine's existing issued capital and therefore the Company requires shareholder approval for this placement to proceed.

As at 31 March 2004 the Company had cash reserves and cash equivalents of approximately \$968,335 and seeks to undertake this placement to fund continuing and expanded research and development of its key technology projects through its subsidiaries Hepgenics Pty Ltd and Piccoral Pty Ltd.

The Company has elected to proceed by way of private placement to institutional and professional investors for the following reasons:

• a} Company wishes to extend the scope of its existing technology projects to take advantage of the advances achieved to date. The additional funds being sought will enable the Company to achieve this objective;
• The Company believes it is appropriate to seek representation of institutions on its share $b)$ register as such representation is generally viewed favourably by market participants;
• c) Expediting fundraising is also considered important. A placement to professional investors and institutions undertaken in accordance with Section 708 of the Corporations Act does not require the lodgement of a prospectus, saving time and associated costs, and can be undertaken more quickly than an entitlement issue which is required to follow a prescribed timetable;
• There is an inherent risk associated with entitlement issues in that the outcome is đ unknown until the issue is completed and, unless fully underwritten, a company may not be successful in raising required funds. Obtaining underwriter support is considered too costly and time consuming.

The shares and options to be allotted under the placement will rank pari passu in all respects with the Company's other issued fully paid shares and listed options. The Company will apply for Official Quotation on ASX of the new shares and attaching options. Subject to obtaining shareholder approval the securities will be issued within 3 months of the date of the meeting.

Resolution 7- Participation by Directors and Associates

The Directors of Select Vaccines Ltd and their associates are seeking approval of shareholders to participate in the issue of up to 6 million shares. Pursuant to the ASX Listing Rules directors of a company are precluded from participating in any placement of securities in a company without the prior approval of shareholders. It is the intention of Directors and their associates to subscribe for new Shares up to a value of \$250,000, which would represent approximately 13% of the proposed placement. Subject to shareholders approving participation, it is the intention of Directors and their associates to subscribe for shares at the same price as they are offered to other subscribers under Resolution 6 (i.e. the lower of 30 cents per share or a 15% discount to the volume weighted average price per share over the five trading days prior to the AGM) on the following basis:

Mr Bryan Frost and/or associates	up to \$100,000
Mr Jeremy Cooper and/or associates	up to \$50,000
Mr Peter Marks and/orassociates	up to \$50,000
Dr Martin Soust and/or associates	up to \$50,000

The Shares to be allotted will rank pari passu in all respects with the shares to be allotted pursuant to Resolution 5 above. Subject to receiving shareholder approval, the securities will be issued progressively as applications are received and in any event within 1 month of the date of the meeting. The use of funds raised by the issue will be the same as set out above in respect of Resolution 5.

The approval of resolution 7 is required under ASX Listing Rule 10.11 and as a consequence approval under Listing Rule 7.1 will not be required.

Resolution 8- Grant of options to Mr Phillip Hains

The options will entitle the holder to acquire one ordinary share in the Company upon the payment of an exercise price of \$0.30 (thirty cents) on or before 5.00 pm Melbourne time, on 30 April 2008 by completing the Option Exercise Form and delivering it together with payment for the number of shares in respect of which the options are exercised to the registered office of the Company. Subject to the provisions of the Corporations Act 2001, the ASX Listing Rules and the Constitution of the Company the options will be freely transferable. The Company does not intend to apply for quotation of these options. There will be no participation rights and entitlements inherent in these options and the holder will not be entitles to participate in new issues of capital offered to shareholders during the currency of the options without first exercising the options. The options to be allocated in respect to this resolution will be issued and allotted to the intended allottee on a date not more than 3 months after the date of the meeting at which approval for the resolution is sought.

Directors' recommendations

All Directors were available to consider the proposed resolutions. As Messrs Frost, Cooper, and Marks are Directors of Peregrine Corporate Limited, which will receive a benefit if resolution 6 is passed, and have elected not to make a recommendation to shareholders in respect of that resolution. As Messrs Frost, Cooper, Marks and Soust will receive a benefit if resolution 7 is passed, and have elected not to make a recommendation to shareholders in respect of that resolution. Each of the Directors recommends shareholders vote in favour of 3, 4, 5 and 8.