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RENT.COM.AU LIMITED — Proxy Solicitation & Information Statement 2007
Jun 3, 2007
65722_rns_2007-06-03_b94b95b9-c10c-4977-96bf-cbf284cd0d9a.pdf
Proxy Solicitation & Information Statement
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ABN 25 062 063 692
Suite 15, 545 St Kilda Rd, Melbourne Victoria 3004 Australia
Telephone +613 9529 8788 Facsimile +613 9529 2622
www.selectvaccines.com.au
THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
If you are in doubt as to how to deal with it,
please consult your financial or other professional adviser.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Incorporating Explanatory Memorandum and Proxy Form
Notice is given that an Extraordinary General Meeting of Select Vaccines Limited will be held at
The Burnet Institute First floor, 85 Commercial Road, Melbourne 3004 on Thursday July 5 2007, at 8.30am In The Glasshouse Room
Registration opening at 8.20 am
SELECT VACCINES LIMITED $_{\mathcal{ABN}\,25\,062\,063\,692}$
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of the Members of Select Vaccines Limited ("the Company") will be held at the Burnet Institute, first floor 85 Commercial Road, Melbourne 3004 on Thursday July 5 2007, at 8.30am in The Glasshouse Room.
BUSINESS OF THE EXTRAORDINARY GENERAL MEETING
ORDINARY BUSINESS
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
1. Approval of Prior Share Issue to AVANT Immunotherapeutics Inc. (NASDAQ: AVAN)
"That for the purposes of ASX Listing Rule 7.4, Members approve the prior issue to AVANT Immunotherapeutics Inc of 29,518,072 ordinary shares at an issue price of \$0,02965 per share as described in the Explanatory Memorandum accompanying the Notice of Meeting."
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
2. Amendment of Constitution - Unmarketable Parcels
"That the Constitution of the Company be amended by inserting the following Rule 10.5 immediately after Rule 10.4, and by inserting Schedules A and B as set out in the attachment to the Notice of Meeting immediately after Rule 23 as Schedules to and forming part of the Constitution:
"10.5 Holdings of less than a Marketable Parcel
"During any period that securities of the Company are admitted to official quotation on ASX, the Company from time to time:
- may sell the securities of a holder who has less than a marketable parcel as defined in $\langle a \rangle$ the Listing Rules in the manner provided for in Schedule A or in the manner provided for in Schedule B, as applicable; and
- $(b)$ may buy-back any holding of less than a marketable parcel within the meaning of the Listing Rules, in accordance with and subject to the Corporations Law."
GENERAL BUSINESS
3. General Business
To transact any business that may be lawfully brought forward in accordance with the constitution.
BY ORDER OF THE BOARD
$LLf$
Richard Wadley Company Secretary 1 June 2007
The following Information for Shareholders and Notes set out below and the Explanatory Memorandum which accompanies this Notice of Meeting form part of the Notice of Meeting.
INFORMATION FOR SHAREHOLDERS
NOTES:
$\mathbf{L}$ Explanatory Memorandum
Further details of the resolutions in this Notice of Extraordinary General Meeting are contained in the Explanatory Memorandum attached to and forming part of this Notice of Extraordinary General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Extraordinary General Meeting.
$\overline{2}$ . Record 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 5.00 pm AEST on Tuesday, 3 July 2007 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 prior to 9.00am on Wednesday July 4 2007.
$\overline{4}$ . Voting In Person
Shareholders who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that we may check shareholdings against the Share Register and note attendances.
5. Corporate Representatives
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.
6. Special Resolution
Resolution 2 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.
$7.$ Voting Exclusion
In accordance with the ASX Listing Rules, Chapter 14, the Company will disregard votes cast on Resolution 1. Approval of prior issue of shares to AVANT Immunotherapeutics Inc. by
- Any person who participated in the prior issue (AVANT Immunotherapeutics Inc) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
- An associate of that 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 directors 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.
ABN 25 062 063 692
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Members of Select Vaccines Limited (the Company) in connection with the business to be conducted at the Extraordinary General Meeting of Members to be held at the Burnet Institute, first floor 85 Commercial Road, Melbourne 3004 on Thursday July 5 2007, at 8.30am in The Glasshouse Room.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Extraordinary General Meeting.
Resolution 1 - Approval of previous issue of Shares to AVANT Immunotherapeutics Inc ("Avant")
At the Company's recent Annual General Meeting ("AGM") Shareholder approval was sought under Chapter 7 of the ASX Listing Rules for the proposed share issue of 29,518,072 shares ("the Shares") to AVANT Immunotherapeutics Inc ("Avant") in accordance with the terms of the Collaboration and Licensing Agreement ("the Agreement") the details of which were announced to ASX on 12 February 2007. Pursuant to the Agreement, Avant agreed to make a subscription of US\$735,000 for the Shares.
The anticipated issue price of \$0.032 per Share that was disclosed to shareholders in the Notice of Meeting for the AGM was inaccurate due to exchange rate fluctuations (specifically, strengthening of the Australian dollar against the US dollar coupled with the Agreement having set a fixed price per share in US\$ rather than A\$) that occurred following the dispatch of the Notice of Meeting to Shareholders.
The Company announced on 19 April 2007 that it would not rely upon the shareholder approval that was ultimately obtained for the Share issue to Avant due to the revised issue price and advised that it would consider seeking shareholder approval at a time in the future.
On 19 April 2007, the Company also proceeded to issue the Shares to Avant in accordance with the Agreement at an issue price of \$0.02965 per Share based on the exchange rate as at 19 April 2007. The Company was able to issue the Shares without breaching ASX Listing Rule 7.1 and accordingly, did not require shareholder approval.
The Company is now seeking approval for the prior issue of the Shares at the new price of \$0.02965 per share under ASX Listing Rule 7.4 in order to reinstate the position the Company sought to be in following the AGM held this year. The Shares that are the subject of Resolution 1 will rank pari passu in all respects with the existing listed ordinary shares of the Company. The funds raised by the issue will be applied towards working capital and undertaking the research and development program contemplated by the Agreement with Avant and will also be used to strengthen the Company's R&D capabilities in order to be able to better reach the collaboration milestones
Under ASX Listing Rule 7.1 an entity must not issue, or agree to issue, more than fifteen percent (15%) of its capital in any 12 month period without the approval of its shareholders. Under ASX Listing Rule 7.4 an issue of securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if shareholder approval is subsequently obtained.
By obtaining Shareholder approval for the issue of the Shares the subject of Resolution 1, the Company retains the ability to issue up to fifteen per cent (15%) of its capital and will have reinstated the position it was seeking to be in following the recent AGM.
Resolution 2 - Amendment of Constitution - Unmarketable Parcels
It is proposed to amend the Constitution of the Company to permit holdings of less than a marketable parcel of shares to be aggregated and sold in accordance with the ASX Listing Rules and the Corporations Act. A marketable parcel of listed shares is a parcel with a value of not less than \$500 based on the relevant ASX market closing price.
ABN 25 062 063 692
The Company incurs management and reporting expenses in respect of these small holdings which are disproportionate to the values of the holdings. The ASX Listing Rules provide that a Company's Constitution may provide for these holdings to be aggregated and sold, and the proceeds of sale distributed to the former holders. Other than holdings created by a transfer on or after 1 September 1999 which were holdings other than a marketable parcel at the time they were created, the Company must send a notice to the holder, who has six weeks to respond if the holder does not wish its holding to be sold.
The terms upon which holdings of less than a marketable parcel can be sold under the proposed amendment to the Constitution are set out in Resolution 2 and the attachment to this Notice of Meeting.
Any member who requires a copy of the present Constitution may obtain one free of charge from the Company.
Directors' recommendations
Each of the Directors recommends Shareholders vote in favour of the resolution.
ABN 25 062 063 692 Attachment to Notice of 2007 Extraordinary General Meeting Schedule A
SCHEDULE A
HOLDINGS OF LESS THAN A MARKETABLE PARCEL
-
- Where a holder has less than a marketable parcel of securities the Company may sell the securities (together with all accretions, entitlements, rights or benefits attaching to the securities, including any dividends declared but unpaid as at the time of sale) in accordance with this Schedule, the Listing Rules and the SCH Business Rules.
- $2.$ The Company may seek to sell securities in any holding only once in any 12 month period.
- $\overline{3}$ . The Company must notify the holder in writing of its intention to sell the securities in a holding. Without limiting the ways in which the notice may be given to a holder, the notice will be deemed to have been given to the holder if the Company sends a notice in writing by ordinary post to the holder's address in the Register.
- The notice must set out the terms and conditions under which the Company can sell the holder's securities $4.$ and the holder must be given at least 6 weeks from the date the notice is sent in which to tell the Company in writing that the holder wishes to retain the securities.
-
- If the holder tells the Company under paragraph 4 of this Schedule that the holder wishes to retain the securities, the Company will not sell them.
-
- The power to sell lapses following the announcement of a takeover. However, the procedure may be started again after the close of the offers made under the takeover.
-
- The Company or the purchaser must pay the costs of the sale.
-
- The Sale Proceeds will not be sent to the holder until the Company has, if the holding is certificated, received any certificate relating to the securities (or is satisfied that the certificate has been lost or destroyed).
Cross reference: see Rule 4.6 regarding satisfying the Company that a certificate has been lost or destroyed.
- $\mathbf{Q}^{\dagger}$ The Company shall comply with such other requirements of the Listing Rules and the Corporations Law as may be applicable to a sale of a holding of less than a marketable parcel pursuant to this Schedule. If the Listing Rules or the Corporations Law is amended in respect of sales of holdings of less than a marketable parcel after the adoption of this Schedule as part of the Constitution of the Company, the Company may sell holdings of less than a marketable parcel in such manner as is provided for, and in accordance with, in the amended Listing Rules or Corporations Law.
- $10.$ Any securities to be sold or otherwise disposed of pursuant to this Schedule may be sold or disposed of on such terms and in such manner and at such time as the Directors think fit. Unless the Directors determine otherwise, the securities shall be sold through a broker (within the meaning of the SCH Business Rules) instructed to use its best endeavours to obtain the highest possible price in respect of the sale of the securities at that time.
-
- Where the Company has authority to sell or dispose of securities pursuant to this Schedule:
- 11.1 the holder is deemed to have appointed the Company as its agent;
- 11.2 the holder is deemed to have appointed the Company and each of the Directors and the Secretaries from time to time (jointly and severally) as its attorney or attorneys in the holder's name and on the holder's behalf to effect any transfer or disposal of the securities;
- 11.3 The Directors and the Secretaries of the Company may do any acts authorised under this Schedule in the name of and on behalf of the Company;
- 11.4 in the case of securities held on the CHESS Subregister, the Company may initiate (and if required by the Listing Rules or the SCH Business Rules, shall initiate) a holding adjustment to move the securities to another subregister of the Register; and
- 11.5 the Company may consolidate, combine, amalgamate or otherwise deal with holdings and transfer securities in any manner that in its absolute discretion it deems appropriate to facilitate the sale or disposal of unmarketable parcels and to reduce transactional costs in relation thereto.
ABN 25 062 063 692
- Attachment to Notice of 2007 Extraordinary General Meeting Schedule A
- $12.$ Subject to Rule 4.6 of this Constitution, the Company may enter or cause the entry of the name of the transferee of any securities in the Register (or any subregister) and may issue to a transferee of securities a holding statement, certificate or other document as may evidence the transferee's title to the securities.
- $131$ After the transferee's name has been entered in the Register as the holder of the securities, the validity of the sale or other disposal to the transferee may not be impeached by any person and the remedy of any person aggrieved by the sale or disposal is limited to damages only and against the Company exclusively.
- The Company's receipt for any consideration received by it as a result of the sale or other disposal of any $14$ securities pursuant to this Schedule will be good discharge of the obligations of transferee of those securities and of any person claiming through that transferee.
- The transferee of any securities sold or otherwise disposed of under this Schedule is not required to see to 15. the regularity of proceedings or to the application of any purchase money or other consideration.
-
- The Company will deal with any monies received from the sale or disposal of securities (referred to herein as "Sale Proceeds") as follows:
- 16.1 the Company will pay the Sale Proceeds into a bank account opened and maintained by the Company for the purpose of holding Sale Proceeds;
- 16.2 the Company will hold Sale Proceeds in trust for the holder, or holders where holdings are combined for the purpose of sale or disposal, as transferor of the securities. The Company may hold Sale Proceeds on behalf of more than one holder in the same bank account; and
- 16.3 the Company will, following the receipt of the Sale Proceeds, pay the Sale Proceeds to the holder or as instructed in writing by the holder in such proportions as appropriate having regard to the number of securities in any holding upon fulfilment of any other applicable requirements of this Schedule (if any).
- $17.$ If Sale Proceeds have been held in trust for a reasonable period but are unclaimed (for example, if a cheque on account of Sale Proceeds has been sent to a holder but returned or not presented), the Company will, pay the same to the Minister or authority administering legislation in force in the jurisdiction relating to unclaimed monies in conformity with the terms of such legislation.
- If the consideration received in respect of the sale of any securities comprises or includes listed securities in 18. another entity, the Company is authorised and entitled to sell or dispose of such listed securities and the provisions of this Schedule will apply to that sale or disposal so far as they are capable of application and with such changes as are necessary or desirable to give effect to the orderly sale or disposal of the securities in the other entity.
-
- Where a certificate in writing under the hand of any two of the Directors or any one director and a Secretary states that:
- 19.1 any notice required to be given or served by, to or on the Company was or was not served, as the case may be;
- 19.2 any advertisement required to be published was published; or
- 19.3 any action of the Company or Directors required or permitted to be taken was taken,
that certificate is sufficient and conclusive evidence of the facts stated in it as against all persons claiming to be entitled to any securities affected by the certificate and to the right of the Company to sell or otherwise dispose of the same.
-
- The Company will cancel the share certificates (if any) of all holders whose securities have been sold or otherwise disposed of pursuant to this Schedule.
-
- This Schedule does not limit any other lawful ways in which the Company may sell, dispose of, cancel, buy-back, encumber or deal with the securities of a holder. The power of the Company to sell securities of a holder set out in this Schedule A is additional to, and does not limit, the power of the Company to sell securities of a holder set out in Schedule B.
ABN 25 062 063 692 Attachment to Notice of 2007 Extraordinary General Meeting Schedule A
-
- This Schedule shall be interpreted and applied in accordance with (in order of priority) the Corporations Law, the Listing Rules, the SCH Business Rules and this Constitution. An interpretation of a provision of this Schedule which is consistent with any one or more of the Corporations Law, the Listing Rules, the SCH Business Rules or this Constitution (as applicable) shall be preferred over an interpretation which is contrary to Corporations Law, the Listing Rules, the SCH Business Rules and this Constitution.
-
- In this Schedule, unless this Schedule provides otherwise or the context otherwise requires and permits, and subject to paragraph 22 of this Schedule, a word or phrase defined (adopting the following order of priority):
- 23.1 elsewhere in this Constitution (other than Schedule B) shall have the same meaning in this Schedule;
- 23.2 in the Listing Rules or the SCH Business Rules shall have the same meaning in this Schedule;
- 23.3 in the Corporations Law or any subordinate legislation made thereunder shall have the same meaning in this Schedule.
- In this Schedule "Sale Proceeds" means the proceeds of sale or other disposal of securities pursuant to this 24. Schedule.
ABN 25 062 063 692 Attachment to Notice of 2007 Extraordinary General Meeting Schedule B
SCHEDULE B
HOLDINGS CREATED ON OR AFTER 1 SEPTEMBER 1999
This Schedule B provides for the divestment of securities in a new holding created by the transfer of a parcel of securities at any time after 1 September 1999 that was less than a marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer document, was lodged with the Company subject to the provisions of this Schedule, the Listing Rules and the SCH Business Rules.
-
- The proceeds of the sale of the securities (less the costs of the sale) must be sent to the holder after the sale.
- $\overline{2}$ . The Company will be taken to have complied with the requirement to send the proceeds to the holder by sending a crossed cheque by ordinary post to the address of the holder recorded on the Register, without limiting the ways in which the cheque may be given to a holder. In the event that any cheque is returned to the Company unclaimed it shall be deposited in a separate bank account and the proceeds of such cheques and the proceeds of any unpresented cheques shall be dealt with in the manner prescribed in legislation relating to unclaimed monies in the relevant jurisdiction.
- $\overline{3}$ . The Directors may determine that the holder whose holding is to be sold will not be entitled to vote in respect the securities, and/or that dividends shall be withheld pending the sale or other disposal of the securities. Any dividends that have been withheld shall be sent to the holder after the sale.
- $4.$ The Company shall comply with such other requirements of the Listing Rules and the Corporations Law as may be applicable to a sale of a holding of less than a marketable parcel pursuant to this Schedule. If the Listing Rules or the Corporations Law is amended in respect of sales of holdings of less than a marketable parcel after the adoption of this Schedule as part of the Constitution of the Company, the Company may sell holdings of less than a marketable parcel in such manner as is provided for, and in accordance with, in the amended Listing Rules or Corporations Law.
-
- Any securities to be sold or otherwise disposed of pursuant to this Schedule may be sold or disposed of on such terms and in such manner and at such time as the Directors think fit. Unless the Directors determine otherwise, the securities shall be sold through a broker (within the meaning of the SCH Business Rules) instructed to use its best endeavours to obtain the highest possible price in respect of the sale of the securities at that time.
-
- For the purpose of a sale or disposal of securities pursuant to this Schedule:
- the holder is deemed to have appointed the Company as its agent; $6.1$
- 6.2 the holder is deemed to have appointed the Company and each of the Directors and the Secretaries from time to time (jointly and severally) as its attorney or attorneys in the holder's name and on the holder's behalf to effect any transfer or disposal of the securities;
- the Directors and the Secretaries of the Company, and any person authorised by the Directors for 6.3 that purpose, may do any acts authorised under this Schedule in the name of and on behalf of the Company; and
- $6.4$ in the case of securities held on the CHESS Subregister, the Company may initiate (and if required by the Listing Rules or the SCH Business Rules, shall initiate) a holding adjustment to move the securities to another subregister of the Register.
-
- Subject to Rule 4.6 of this Constitution, the Company may enter or cause the entry of the name of the transferee of any securities in the Register (or any subregister) and may issue to a transferee of securities any certificate or other document as may evidence the transferee's title to the securities.
-
- After the transferee's name has been entered in the Register as the holder of the securities, the validity of the sale or other disposal to the transferee may not be impeached by any person and the remedy of any person aggrieved by the sale or disposal is limited to damages only and against the Company exclusively.
-
- The Company's receipt for any consideration received by it as a result of the sale or other disposal of any securities pursuant to this Schedule will be good discharge of the obligations of transferee of those securities and of any person claiming through that transferee.
ABN 25 062 063 692 Attachment to Notice of 2007 Extraordinary General Meeting Schedule B
- $10.$ The transferee of any securities sold or otherwise disposed of under this Schedule is not required to see to the regularity of proceedings or to the application of any purchase money or other consideration.
- The Company will deal with any monies received from the sale or disposal of securities referred to herein 11. as "Sale Proceeds" as follows:
- 11.1 the Company will pay the Sale Proceeds into a bank account opened and maintained by the Company for the purpose of holding Sale Proceeds;
- 11.2 the Company will hold Sale Proceeds in trust for the holder (as transferor of the securities). The Company may hold Sale Proceeds on behalf of more than one holder in the same bank account; and
- 11.3 the Company will, following the receipt of the Sale Proceeds, pay the Sale Proceeds to the holder or as instructed in writing by the holder upon fulfilment of any other applicable requirements of this Schedule (if any).
- Subject to paragraph 2 of this Schedule, if Sale Proceeds have been held in trust for a reasonable period but $12.$ are unclaimed (for example, if a cheque on account of Sale Proceeds is sent to a holder but returned or not presented), the Company will, pay the same to the Minister or authority administering legislation in force in the jurisdiction relating to unclaimed monies in conformity with the terms of such legislation.
- If the consideration received in respect of the sale of any securities comprises or includes listed securities in 13. another entity, the Company is authorised and entitled to sell or dispose of such listed securities and the provisions of this Schedule will apply to that sale or disposal so far as they are capable of application and with such changes as are necessary or desirable to give effect to the orderly sale or disposal of the securities in the other entity.
- Where a certificate in writing under the hand of any two of the Directors or any one director and a $14$ Secretary states that:
- 14.1 any notice required to be given or served by, to or on the Company was or was not served, as the case may be;
- 14.2 any advertisement required to be published was published; or
- 14.3 any action of the Company or Directors required or permitted to be taken was taken,
that certificate is sufficient and conclusive evidence of the facts stated in it as against all persons claiming to be entitled to any securities affected by the certificate and to the right of the Company to sell or otherwise dispose of the same.
-
- The Company will either comply with the SCH Business Rules in relation to the recording of the sale or disposal of any listed security by way of an issuer statement or cancel the share certificates (if any) of all holders whose securities have been sold or otherwise disposed of pursuant to this Schedule.
-
- This Schedule does not limit any other lawful ways in which the Company may sell, dispose of, cancel, buy-back, encumber or deal with the securities of a holder. The power of the Company to sell securities of a holder set out in this Schedule B is additional to, and does not limit, the power of the Company to sell securities of a holder set out in Schedule A.
- $17.$ This Schedule shall be interpreted and applied in accordance with (in order of priority) the Corporations Law, the Listing Rules, the SCH Business Rules and this Constitution. An interpretation of a provision of this Schedule which is consistent with any one or more of the Corporations Law, the Listing Rules, the SCH Business Rules or this Constitution (as applicable) shall be preferred over an interpretation which is contrary to Corporations Law, the Listing Rules, the SCH Business Rules and this Constitution.
-
- In this Schedule, unless this Schedule provides otherwise or the context otherwise requires and permits, and subject to paragraph 17 of this Schedule, a word or phrase defined (adopting the following order of priority):
- 18.1 elsewhere in this Constitution (other than Schedule A) shall have the same meaning in this Schedule;
- 18.2 in the Listing Rules or the SCH Business Rules shall have the same meaning in this Schedule;
ABN 25 062 063 692
ABN 25 062 063 692
Attachment to Notice of 2007 Extraordinary General Meeting Schedule B
- 18.3 in the Corporations Law or any subordinate legislation made thereunder shall have the same meaning in this Schedule.
- In this Schedule "Sale Proceeds" means the proceeds of sale or other disposal of securities pursuant to this 19. Schedule.
SELECT VACCINES LIMITED ABN 25-062-063-692
PROXY FORM
Shareholder's Name
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 Extraordinary General Meeting (Meeting) of the Company to be held at the Burnet Institute, first floor 85 Commercial Road, Melbourne 3004 on Thursday July 5 2007, at 8.30am in The Glasshouse Room (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 he is entitled to cast in favour of these items.
$$
or \t\t the Chairman of the meeting
$$
\n
$$
Now \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t
$$
- Approval of Previous Issue of $\mathbf{1}$ Shares to Avant
- $\overline{2}$ Amendment of Constitution -Unmarketable Parcels

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 $\frac{9}{6}$ Or The number of shares applicable to The percentage of your voting rights this proxy form Contact Telephone Number Area Code Telephone Number Signature(s) Shareholder 1 Shareholder 2 Shareholder 3 Director Director/Secretary Sole Director and Secretary Proxies may be lodged by fax on +613 9529 2622, mail to or delivery to the office of the Company at Suite 15, 545 St Kilda Road, Melbourne, Victoria, 3004. To be valid, a proxy form must and any applicable power of attorney (if not previously noted by the Company) be received by the registered office of the Company by 9.00am on 4 July 2007. For assistance in completing this Company Seal (if required) form, please refer to the accompanying instructions.
SELECT VACCINES LIMITED ABN 25-062-063-692
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 registered as holding them at 5pm AEST on Tuesday 3 July 2007.
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.
Special Resolution
Resolution 2 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.