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NOTICE OF ANNUAL GENERAL MEETING
and
EXPLANATORY NOTES
Notice is given that the 2005 Annual General Meeting
of the Members of Institute of Drug Technology Australia Limited
(the "Company") will be held at 45 Wadhurst Drive, Boronia,
Victoria on Friday the 28th of October 2005 at 10.00 am.
A McKenzie, Secretary
By order of the Board of Directors
Dated this 26th day of September 2005.
ORDINARY BUSINESS
1. Financial Reports
To receive and consider the Company's financial report and reports
of the directors and auditors in respect of the financial year ended
30 June 2005.
2. Election of Mr Alan Blackman
Mr Alan Blackman retires as a director by rotation in accordance
with Rule 16.1 of the Company's Constitution and, being eligible,
offers himself for re-election.
3. Election of Dr Geoffrey Vaughan
Dr Geoffrey Vaughan retires as a director by rotation in accordance
with Rule 16.1 of the Company's Constitution and, being eligible,
offers himself for re-election.
4. Remuneration Report (Non-Binding Vote)
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:
"To adopt the Remuneration Report as disclosed in the Annual
Directors Report for the year ended 30 June 2005."
5. Appointment of Auditor
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:
"That RSM Bird Cameron be appointed as Auditor of Institute
of Drug Technology Australia Limited."
Determination of membership and voting entitlement for the purpose
of the Meeting
For the purpose of determining a person's entitlement to vote at
the Meeting, a person will be recognized as a member and the holder
of shares in the capital of the Company if that person is registered
as a holder of those shares at 5.00pm Melbourne time on 26th October
2005.
Proxies
1 A member entitled to attend and vote is entitled to appoint a
person or body corporate as proxy to attend and vote instead of
the member.
2. Where the member is entitled to cast two (2) or more votes,
the member may appoint two (2) proxies and may specify the proportion
or number of votes each proxy is appointed to exercise.
3 If the member appoints two (2) proxies and the appointment does
not specify the proportion or number of the member's votes each
proxy may exercise, each proxy may exercise half of the votes.
4 A proxy need not be a shareholder of the Company.
5 Proxies given by companies must be executed under seal, in accordance
with the Corporations Act or under the hand of a duly authorised
officer.
6 To be effective, a form appointing a proxy and the power of attorney
(if any) under which it is signed or an attested copy thereof must
be delivered to the registered office of the Company at 45 Wadhurst
Drive, Boronia, Victoria 3155 or faxed to the Company on (03) 9801
8773, not later than 10.00am on Wednesday 26th October 2005.
A form of proxy accompanies this Notice
By Order of the Board
_____________________
A McKenzie
Secretary
26th September 2005
EXPLANATORY NOTES
ITEMS 2 AND 3 - RE-ELECTION OF DIRECTORS
Rule 16.1(b) of the Company's Constitution requires that at the
Annual General Meeting in every year one third of the Directors
of the Company for the time being retire and offer themselves for
re-election. The Managing Director and directors appointed to fill
casual vacancies are not to be taken into account.
As at the date of this Notice of Meeting, the Board of the Company
comprised five Directors who are subject to rotation and accordingly
two Directors, Messrs Alan Blackman and Dr Geoffrey Vaughan, are
required to retire and offer themselves for re-election.
ITEM 4 - REMUNERATION REPORT (NON-BINDING VOTE)
Under S300A of the Corporations Act 2001, the Annual Directors
Report must now include a separate identified remuneration report.
Listed companies are further required to put the remuneration report
up for adoption at the Company's Annual General Meeting. However,
the vote on the resolution is advisory only and does not bind the
Directors of the Company.
ITEM 5 - APPOINTMENT OF AUDITOR
The Corporations Act 2001 requires Shareholders to approve the
appointment of a new auditor.
In June 2005 the company announced that it would be seeking a change
of external auditor at the end of the financial year. The company
announced that it wished to appoint RSM Bird Cameron as the company's
external auditor subject to shareholder approval at the Annual General
Meeting.
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