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Virotec Intl Ld (VTI)

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Monday 03 September, 2001

Virotec Intl Ld

Sale of unmarketable parcels

Virotec International Ld
3 September 2001

Letter to Shareholders

Letter dated 28 August 2001

NOTICE TO SHAREHOLDERS PURSUANT TO RULE 29 OF THE COMPANY'S CONSTITUTION - SALE 
OF UNMARKETABLE PARCELS

According to the register of members of Virotec International Limited ('Virotec'
or the 'Company') as at the date of this letter, you are registered as the 
holder of a number of shares in Virotec that is less than a 'marketable parcel' 
of shares, being a parcel of shares with an aggregate value of $500 based on the
closing price quoted by the Australian Stock Exchange Limited ('ASX').

Notice is hereby given that Virotec intends to sell holdings of less than a 
marketable parcel of shares held in the Company pursuant to Rule 29 of the 
Company's constitution. A copy of Rule 29 of the constitution is attached for 
your information.

The sale of unmarketable parcels will occur not less than 6 weeks from the date 
of this notice and, in accordance with Rule 29 of the constitution and ASX 
listing rule 15.13, the sale of unmarketable parcels will proceed unless the 
Company receives written notice from the holder of an unmarketable parcel of 
shares that:

(a) the holder wishes to be exempt from Rule 29 (refer to the enclosed form);
(b) the holder holds sufficient shares to constitute a marketable parcel of     
    shares in the Company; or
(c) the holder no longer holds shares in the Company, 

in which event the provisions of Rule 29 and this notice shall not apply to the 
holder. The effective date for the purposes is Rule 29 of the constitution will 
be 15 October 2001.

If you wish to retain your shareholding, please sign and return the enclosed 
form by no later than 15 October 2001.

The sale of shares will occur through ASX and will be conducted at the market 
price on ASX at that time. Virotec will bear the costs associated with the sale.

If your shares are sold under this process you will be sent the proceeds of sale
by cheque to the address appearing on the register of members as soon as 
possible after receipt of the proceeds of sale, subject to the provisions of the
constitution concerning members whose whereabouts are unknown.

For the latest information releases by Virotec, including its prospectus dated 5
July 2001, please consult www.virotec.com . Alternatively you can contact the 
Company by telephone on 07 55308014 or by email at mail@virotec.com .

If you have any enquiries regarding your shareholding in Virotec please contact 
Computershare Investor Services on 1300 552 270.

By order of the Board of Virotec International Ltd
 

 

 
Letter from A Craig 
            Company Secretary



To the Directors 
Virotec International Ltd
A.C.N 004 801 398
 
SRN/HIN:
Shares held as at 27 August 2001:

SALE OF UNMARKETABLE PARCELS

I/ We advise that I/ We are in receipt of your correspondence regarding the Sale
of Unmarketable Parcels of shares in Virotec International Ltd, under rule 29 of
your constitution.

I/ We wish to confirm that I/ We would like to retain my/ our shares in Virotec 
International Ltd, and hereby give notice that you are not authorised to sell 
the shares on our behalf.

Dated this         day of               2001.
______________________________________(Usual signature)

______________________________________(All joint holders to sign)

_______________________________________(Corporations)

** CORPORATIONS MUST EXECUTE THIS FORM IN ACCORDANCE WITH THEIR CONSTITUTION**

This form should be returned by 15 October 2001 to:

Virotec International Ltd Share Registry 
C/- Computershare Investor Services
GPO Box 523 
BRISBANE QLD 4001

29.9    Proceeds of sale

(a)      After the Company receives the proceeds of sale of the Minority 
Member's Shares:

(i)      it may enter the name of the transferee in the register of members as 
the holder of the Shares sold and remove the name of the Minority Member as 
holder of those Shares and cancel any share certificate or certificates;

(ii)     it must, where the Minority Member has not surrendered to the Company 
any share certificate or certificates for the Shares or where the certificate or
certificates have been lost or destroyed and the Minority Member has not 
delivered to the Company a statement and undertaking in a form acceptable to the
Directors that the certificate or certificates have been lost or destroyed, give
notice to the Minority Member not later than 14 days after receipt of the 
proceeds of sale stating that:

(A)     the Shares have been sold, the price per Share at which they were sold, 
        and the total proceeds of sale received; and

(B)     the proceeds of sale will be retained by the Company pending surrender  
        of the certificate or certificates for the Shares or delivery of the    
        statement and undertaking in accordance with this Rule 29.9;

(iii)   within 14 days of the later of:

(A)     receipt by the Company of the proceeds of sale; and

(B)     any certificate or certificates for the Shares being surrendered or the 
        statement and undertaking referred to in this Rule 29.9 being delivered 
        by the Minority Member to the Company,

ensure that the proceeds are sent to the Minority Member by cheque or warrant 
posted to the Minority Member's address as notified to the Company under this 
Constitution (or, in the case of joint holders, to the address of the holder 
whose name is shown first in the register of members), the cheque or warrant to 
be made payable to or to the order of the Minority Member (or, in the case of 
joint holders, to the order of them, jointly); and

(iv)     where the proceeds of sale are unclaimed or the Minority Member fails  
         to surrender any certificate or certificates for the Shares or to      
         deliver the statement and undertaking referred to in this Rule 29.9,   
         apply the proceeds of sale (subject to Rule 29.9(c)) in accordance with
         the applicable laws dealing with unclaimed moneys.

(b)     A Minority Member to whom notice is given under Rule 29.9(a) must       
        promptly surrender to the Company any certificate or certificates for   
        the Minority Member's Shares.

(c)     A Minority Member whose Shares are sold by the Company under this Rule  
        29 hereby indemnifies the Company against any liability or loss arising 
        from, and any costs, charges and expenses in connection with, any claim 
        made by any person (other than the Minority Member) who has, or claims  
        to have, any equitable or other claim to or interest in all or any of   
        those Shares and the Company has the right to pay out of, or set off    
        against, the proceeds of sale of those Shares all sums necessary to     
        effect this indemnity.

(d)     The Company may treat the Minority Member as the absolute owner of the  
        Minority Member's Shares and, subject to Rule 29.9(c), solely entitled  
        to receive the proceeds of sale and the Company is not, except as       
        ordered by a court of competent jurisdiction or as required by statute, 
        bound to recognise any equitable or other claim to or interest in those 
        Shares or the proceeds of sate on the part of any person (other than the
        Minority Member) even when the Company has notice of such claim.

29.10   Validity of transferee's title

The transferee of the Minority Member's Shares is not required to see to the 
regularity of the sale or application of the proceeds of sale and, after the 
transferee's name is entered in the register of members as the holder of the 
Minority Member's Shares, the validity of the transferee's title may not be 
questioned by any person, and the remedy of any person aggrieved by the sale is 
in damages only and against the Company, exclusively.

29.11   Costs

If permitted by law, the Company must bear all costs incurred as a result of the
sale of the Minority Member's Shares that are not borne by the purchaser.

                         VIROTEC INTERNATIONAL LIMITED
                             A.C.N. 004 801 398

           EXTRACT FROM CONSTITUTION AS AMENDED ON 14 JUNE 2001

29.   UNMARKETABLE PARCELS

29.1  Application

      Rule 29 has effect notwithstanding any other provisions of this           
      Constitution to the contrary, except the provisions of Rule 1.

29.2  Invocation

(a)   Subject to this Rule 29.2, Rule 29 may be invoked only once in any 12     
      month period.

(b)   On the announcement of a takeover bid that relates to Shares, Rule 29     
      ceases to have effect in respect of Unmarketable Parcels that have not    
      been sold, but the procedure under Rule 29 may be commenced again after   
      the close of the offers made under the takeover bid.
     
29.3  Notice of sale

      The Company must give notice in writing to all Minority Members that the  
      Company intends to invoke Rule 29 to allow for the sale of all the        
      Minority Member's Shares ('minority Member's Shares').

29.4  Effective date
      A notice to a Minority Member under Rule 29.3 must nominate a date        
      ('Effective Date') not earlier than 6 weeks after the date of service of  
      the notice, as the Effective Date for the purposes of the sale.

29.5    Notice to retain

        If a Minority Member:

(a) has not by the Effective Date given notice in writing to the Company that   
    the Minority Member wishes to retain the Minority Member's Shares; or

(b) having given such a notice, revokes or withdraws it by the Effective Date,
    then the following provisions of Rule 29 apply in respect of the Minority   
    Member and the Minority Member's Shares.

29.6  Agent

      Immediately after the Effective Date, the Company is constituted the agent
      of the Minority Member:

     (a) to sell the Minority Member's Shares within a reasonable time through a
         member of the ASX; and

     (b) to deal with the proceeds of sale of the Shares in accordance with Rule
         29.

29.7 Appointment of attorney

     A transfer of the Minority Member's Shares sold under Rule 29.6 may be     
     executed on behalf of the Minority Member by an officer of the Company.

29.8 Single transfers

     Where the Minority Member's Shares of two or more Minority Members are sold
     at or about the same time to one person, the transfer may be effected by   
     one instrument of transfer.