Full Press Release Details
of Annual General Meeting
accompanying Explanatory Memorandum and the following information for
shareholders form part of this Notice of Meeting.
OF 2008 ANNUAL GENERAL MEETING
given that the 2008 Annual General Meeting of Shareholders (the "Meeting") of
Prana Biotechnology Limited (the "Company") will be held at 10.30am on
Company Head Office at the Peppin Merino Room, Ground Floor, 369 Royal Parade,
Parkville, Victoria, 3052, Australia.
ANNUAL FINANCIAL STATEMENTS
present before the Meeting the Annual Financial Statements of the Company
comprising the Annual Financial Report, the Directors' Report and the Auditor's
Report for the year ending 30 June 2008.
consider and, if thought fit, to pass, with or without amendment, the following
resolutions as ordinary resolutions:
Peter Marks, being a Director of the Company, who retires by rotation from
office and is eligible for re-election to the office of Director, be re-elected
a Director of the Company."
Brian Meltzer, being a Director of the Company, who retires by rotation from
office and is eligible for re-election to the office of Director, be re-elected
a Director of the Company."
Company is hereby authorized to issue up to an aggregate 45,000,000 ordinary
shares of the Company or American Depositary Shares of the Company, representing
45,000,000 ordinary shares, under and pursuant to the 2004 American Depositary
Share (ADS) Option Plan and the 2004 Employees, Directors' and Consultants'
Share and Option Plan."
Members approve the prior issue of 18,125,000 ordinary shares of the Company
issued by the Company pursuant to the terms described and set forth in the
Explanatory Memorandum to the Notice of Meeting."
members hereby adopt the 2008 Remuneration Report as published in the Directors'
Report of the Company's 2008 Annual Report."
consider and, if thought fit, to pass, with or without amendment, the following
resolution as a special
the constitution tabled at the meeting, and signed by the Chairman of the
meeting for the purposes of identification, be adopted as the constitution
the Company, in place of the present constitution, with effect from the close
Biotechnology Limited
accordance with the Australian Stock Exchange, or ASX, Listing Rule 14, the
Company will disregard votes cast:
resolution 1, 2 & 3 by:
the Company need not disregard a vote if:
representation of the corporation is to attend the meeting
the appropriate "Certificate of Appointment of Corporate Representative" should
be produced prior to admission. A form of the certificate may be obtained from
the Company's share registry.
purposes of determining voting entitlements at the meeting,
shares will be taken to be held by persons who are registered as holding shares
at 5.00pm (Melbourne, Victoria Time) on Wednesday, 26th
November 2008. Accordingly, transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the meeting.
in respect of the appointment of proxies accompany the Proxy Form
Form (and any Power of Attorney under which it is signed) must be received
address given below not later than 48 hours before the commencement of the
meeting, by 10.30am (Melbourne, Victoria time) on Wednesday, 26th
November 2008. Any Proxy Form received after that time will not be valid for
may be lodged by posting, delivery or facsimile to:
Explanatory Memorandum dated 20th of
been issued by Prana Biotechnology Limited (the "Company"). This Explanatory
Memorandum forms part of, and should be read in conjunction with, the Notice
2008 Annual General Meeting of the Company scheduled to be held on
November, 2008, to which this Explanatory Memorandum is attached. This
Explanatory Memorandum has been prepared to assist shareholders of the Company
in the consideration of the resolutions proposed in the Notice of 2008 Annual
of Directors of the Company recommends that shareholders vote in favour of
Resolutions described in this Explanatory Memorandum. Certain Directors withhold
their recommendation in regard to specific resolutions, where the passing of
specific resolution may result in a benefit to that Director, in accordance
the Australian Stock Exchange, or ASX, Listing Rule 14, as detailed in the
Voting Exclusion Statement that forms part of the Notice of Meeting.
of 2008 Annual Financial Statements
Annual Financial Statement of the Company will be presented to the shareholders
at the Meeting, in accordance with the Australian Corporation Act 2001.
Shareholders will be given the opportunity to ask the Board of Directors and
representative of the accounting firm that audited the Company's Financial
Statements questions in respect of the 2008 Annual Financial Statements. The
2008 Annual Report is available at www.pranabio.com
contacting the Company.
Annual General Meeting of the Company, one third of the directors of the Company
(except a Managing Director) must retire from office by rotation, in accordance
with the Company's Constitution. No director (except a Managing Director) shall
retain office for a period in excess of three years without submitting himself
or herself for re-election. A director who retires from office by rotation
is eligible for re-election may offer him or herself for re-election.
has served as a Non-Executive Director of our Company since July,
aged 52, has extensive experience in the areas of corporate finance advice
venture capital investment, having specialised in capital raisings (for listed
and unlisted companies), underwriting and initial public offerings since 1983
London and Australia. He obtained a Bachelor of Economics, Bachelor of Laws
Graduate Diploma in Commercial Law from Monash University and completed his
at The Scottish School of Business (University of Edinburgh). He has served
an Associate Director of McIntosh Securities (now Merrill Lynch Australia)
well as occupying senior corporate finance positions both at Baring Securities
Ltd and Burdett Buckeridge & Young Ltd in their Melbourne offices. Between
1985 and 1991, Mr Marks was responsible for advising on a substantial number
listed and unlisted company issues ranging from corporate and company structure,
valuations, business strategies, acquisitions and international opportunities.
In 1992, Mr Marks was appointed Head of the Melbourne Companies Department
the Australian Stock Exchange.
1995 and 1998, Mr Marks was Managing Director of a boutique corporate advisory
and venture capital firm working with a wide range of small to medium sized
companies, raising new capital for them either by way of private placement