Minutes Of Annual General Meeting Of Shareholders

Date: Thursday 2 November 2006

Meeting Start Time: 11:00am

Meeting Finish Time: 12:00pm

Chairman: Allan Nahum

Present: Ben Lochtenberg (Deputy Chairman), John Guscic (Director), David Clarke (Managing Director), John Lemish (Director), Steven Scheuer (Director)

In Attendance: Richard Noon (Company Secretary & Chief Executive Officer), Heather Falkiner (Minutes), 24 shareholders with 24% of the company’s shares and 10 observers.

Location: Level 1, 562 St Kilda Road, Melbourne, Victoria  

1. Apologies – Nil

2. Chairman’s Address

         2.1 The Chairman opened the meeting at 11.00am as scheduled and noted that as more than five shareholders (representing greater than 5% of the company’s issued shares) were in attendance, a quorum existed and the meeting was formally declared open.

         2.2 The Chairman indicated that the meeting was convened under Notice of Meeting distributed on 12 September 2006 which was greater than 28 days from today’s date and therefore the meeting was appropriately constituted.

         2.3 The Chairman indicated that the Minutes of the last General Meeting of the company held on 2 November 2005 were available to the meeting.

         2.4 Proxy details were read to the meeting and distributed, as per the attached schedule 2 November 2006.

3. The Chairman invited the Managing Director to address the meeting on current matters relating to the company’s business.

4. Financial statements and reports

         4.1 The meeting received and considered the financial statements and reports for the year ending 30 June 2006.  These statements were included in the annual report to all shareholders and are tabled here. 

         4.2 It was noted that there was no statutory requirement for these statements to be adopted, passed or resolved at this annual general meeting and gave the shareholders the opportunity to ask questions.

         4.3 A number of questions raised by shareholders were responded to by the Chairman and Managing Director.

5. Remuneration report (Resolution 1)

         5.1 The Chairman proposed that the Remuneration Report as set out in the Annual Report for the financial year ended 30 June 2006 be adopted.  The Chairman indicated that this resolution required an advisory vote only from shareholders and does not serve to bind the company or its directors.

         5.2 The Chairman invited questions in connection with the Remuneration Report.  Questions raised by shareholders were responded to by the Chairman.

         5.3 Resolution was seconded by Eric Bloom.

         5.4 Resolution was passed on a show of hands

6. Re-election of Dr Ben Lochtenberg (Resolution 2)

         6.1 The Chairman proposed that Mr Ben Lochtenberg, a director retiring by rotation in accordance with clause 58 of the Company's Constitution, and being eligible, be re-elected as a director of the Company.

         6.2 Resolution was seconded by Dean Maidment.

         6.3 Resolution was passed on a show of hands

7. Re-election of Mr John Guscic (Resolution 3)

         7.1 The Chairman proposed that Mr John Guscic, being a director appointed during the year and being eligible, be re-elected as a director of the Company.

         7.2 Resolution was seconded by Margaret Ross as representative of Thorney Investment Group.

         7.3 Resolution was passed on a unanimous show of hands.

The Chairman thanked the staff and directors for the efforts during the past successful year.  The Chairman also thanked our legal team, Don Clarke and Minters for their continued support along with shareholders for their support and attendance at the meeting.

There being no further business the meeting closed at 12.00pm