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RENT.COM.AU LIMITED Proxy Solicitation & Information Statement 2003

May 14, 2003

65722_rns_2003-05-14_90075928-4bf6-44ab-b38a-5f72422df8cb.pdf

Proxy Solicitation & Information Statement

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Select-Tel Limited PO Box 46 Armadale Vic 3143 Telephone: 9824 8166 Facsimile: 9824 8161

15 May 2003

Dear Shareholder,

Following announcements regarding a proposed transaction earlier this year, the Directors of Select-Tel Limited are pleased to enclose important documents that will enable the transaction to proceed. These require your detailed attention and I urge you to read them carefully. Since the transaction will involve a change in the Company's main undertaking it requires the approval of shareholders. The resolutions seeking this approval will be put to the Annual General Meeting of the Company on $19th$ June 2003 and are detailed in the attached Notice of Annual General Meeting and Information Memorandum. Also enclosed is the Company's Annual Report.

By way of summary, the Company is seeking approval from shareholders to proceed with a transaction with the Burnet Institute, a world-renowned Melbourne-based medical research organisation with a focus on infectious diseases.

The goal of the relationship between Select-Tel and the Burnet Institute is to fund the development and commercialisation of highly promising research $\&$ development ("R&D") projects, initially in the fields of hepatitis diagnostics and vaccines, and antivirals against rhinoviruses (common cold) and enteroviruses. Included is a business development program for market-ready hepatitis E and A diagnostic products aimed at large global markets. As part of the relationship, Select-Tel will also gain a right of first review and commercialisation over a selected range of other research being conducted at the Burnet Institute.

The key terms of the transaction between the company and the Burnet Institute include the following:

  • Select-Tel has established two subsidiary project companies, Hepgenics Pty Ltd and Picoral Pty Ltd. to fund and manage existing Burnet Institute R&D projects in the fields of hepatitis diagnostics and vaccines in the former case, and antivirals for rhinoviruses and enteroviruses in the latter case;
  • In return for committing an initial 12 months milestone-based R&D funding for each $\overline{a}$ project company (totalling approximately \$1m), Select-Tel will earn 65% of the initial equity in each subsidiary and the Burnet Institute will hold the balance;
  • Subject to the achievement of milestones, Select-Tel will fund a further 12 months R&D (estimated to total approximately a further \$1m) in return for up to 17.5% additional equity in each project company:
  • Select-Tel and the Burnet Institute have each appointed directors to the Boards of Hepgenics and Picoral;

  • Select-Tel intends to add new expertise to its Board of Directors and has in place a well-credentialed and experienced commercialisation and management team to guide and manage the operations of the company;

  • Select-Tel has a five-year right of first review for commercialisation (with a further five year extension available) over a selected range of current and future research conducted at the Burnet Institute.

At the Annual General Meeting of the Company, shareholder approval will be sought for a number of resolutions that will enable the transaction with the Burnet Institute to proceed. These include the election of various Directors, a change of Company activities, a 1-for-4 consolidation of the Company's capital, an option buy-back offer, the issue of new shares and options to various parties, a capital raising of up to \$2 million at 20 cents per share and a change of Company name.

At this stage, completion of the transaction with the Burnet Institute remains conditional only upon shareholder approval and the completion of the associated capital raising, to a minimum level of \$1.6 million.

Should you be unable to attend the Annual General Meeting in person please ensure your proxy form is returned to the Company before the $17th$ June 2003.

For And On Behalf Of The Board.

Bryan Frost Executive Chairman