Dear Shareholder
NOTICE OF ANNUAL GENERAL MEETING
I have pleasure in inviting you to the 2011 Annual General
Meeting which will be held at The Arts Centre, 100 St Kilda
Road, Melbourne, located in the ANZ Pavilion, on Tuesday 29
November 2011 at 10.00am.
At the meeting we will present to you Biota's results for the
year ended 30 June 2011, and CEO, Peter Cook, will present a
review of the Group's operations and future outlook. Please
refer to the attached Notice of Meeting for a full list of
the items of business and explanatory notes.
If you are
unable to attend and vote at the meeting, we encourage you to
still participate by lodging the proxy form included with
this Notice of Meeting. The proxy form can be lodged online
at www.linkmarketservices.com.au
under 'Voting Online' or by returning the enclosed proxy form
by mail or fax. We also invite shareholders to lodge
questions in advance of the meeting by completing the
question form enclosed with this letter or using the email
address provided.
On behalf of the Directors of Biota, I sincerely hope that
you can join us at the meeting and take advantage of the
opportunity to meet and talk to Directors and Senior
Executives.
Yours sincerely
Jim Fox
Chairman
1
NOTICE OF MEETING
NOTICE IS GIVEN that the Annual General Meeting of Biota Holdings Limited (the "Company") will be held on Tuesday 29 November 2011 at the Arts Centre, in the ANZ Pavillion, 100 St Kilda Road, Melbourne, at 10.00am.
BUSINESS OF THE MEETING
1. FINANCIAL STATEMENTS AND REPORTS
To receive the Directors' Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2011.
2. ELECTION OF DIRECTOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr Paul Bell, a Director retiring from office by rotation, in accordance with Rule 58.1 of the Constitution, being eligible, is re-elected as a Director of the Company."
3. ADOPTION OF REMUNERATION REPORT
To adopt the Remuneration Report for the financial year ended 30 June 2011.
(The vote on this item is advisory only).
A proxy form accompanies this Notice of Annual General Meeting.
BY ORDER OF THE BOARD
Damian Lismore
Company Secretary
21 October 2011
2
EXPLANATORY NOTES
ITEM 1: FINANCIAL STATEMENTS AND REPORTS
There will be an opportunity for shareholders at the meeting
to ask questions and comment on the
Directors' Report, Financial Statements and Independent Audit
Report for the financial year ended
30 June 2011. There is no requirement in the Corporations Act
or in the Company's Constitution for shareholders to approve
the financial reports. Accordingly there will be no formal
resolution put to the Annual General Meeting.
ITEM 2: ELECTION OF DIRECTOR
The Board of Directors of the Company currently includes five
(5) non-executive Directors.
At least one of the non-executive Directors are required by
the Company's Constitution to retire at this meeting. Mr Paul
Bell, being the non-executive Director longest in office
since last being elected retires and is now eligible for
re-election.
Details of Mr Bell are set out below.
MR PAUL BELL (NON-EXECUTIVE DIRECTOR)
BA MA Hons
Paul Bell was appointed a director in September 2006. He has
had an extensive executive career with the international
pharmaceutical company Merck & Co Inc. Paul is a former
member of Merck's Management Committee and was President
of their Asia Pacific Human Health Division between 1997 and
2002. Prior to that, he was Managing Director of Merck Sharp
& Dohme Australia Pty Ltd.
He's currently a non-executive director of Cochlear Ltd and
of the Westmead Millennium Institute of Medical Research.
Prior directorships include Gropep Ltd (2003-2006) and
Bio-Link Partners Ltd (2005-2009).
Mr Bell is Chair of the Remuneration and Nominations
Committee and provides invaluable pharmaceutical industry
experience to the Board.
The Directors (other than Mr Bell who makes no recommendation in respect of his own re-election) support the re-election of Mr Bell to the Board of Directors of the Company.
ITEM 3: ADOPTION OF REMUNERATION REPORT
The Directors' Report for the year ended 30 June 2011
contains the Remuneration Report. The
Remuneration Report: