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Virotec Intl Ld (VTI)

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Friday 21 October, 2005

Virotec Intl Ld

Notice of AGM

Virotec International Ld
21 October 2005

                            VIROTEC INTERNATIONAL LTD

                                  21 October 2005

               ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

                 PROPOSED REMOVAL FROM THE OFFICIAL LIST OF ASX

The directors of Virotec International Ltd (ASX/ AIM: VTI) confirm that the 2005
Annual Report and Notice of Annual General Meeting has been sent to
shareholders.

The Annual General Meeting is to be held at Level 5, 123 Eagle Street, Brisbane,
Australia at 10.30am (AEST) on 30 November 2005. The directors encourage
shareholders to attend the meeting.

Copies of the Annual Report and Notice of Annual General Meeting are available
from the Company's website at www.virotec.com, on request by email
mail@virotec.com or by telephone on +61 7 5530 8014.


Proposed removal from the Official List of ASX

One of the items of business at the Annual General Meeting that shareholders
will be asked to consider is a proposal for the removal of Virotec's shares from
the Official List of the Australian Stock Exchange Limited ('ASX').

In July 2001, the Company was listed on the Alternative Investment Market of the
London Stock Exchange ('AIM'). At present its shares can be traded on both the
ASX and AIM. The Company considers that as it moves into the next phase of its
business development it is beneficial to seek approval from the ASX for its
shares to be removed from its Official List and to trade solely on AIM. The
Company considers it important that its shareholders are involved in any
decision to cease trading on ASX and to make AIM the only market for trading
shares in the Company.

If the resolution is passed by shareholders, the Company will request removal
from ASX pursuant to ASX listing rule 17.11, to be effected no earlier than 31
December 2005.

The proposed removal from ASX reflects the Company's increasingly European and
Northern Hemisphere focus from corporate, operational and ownership
perspectives. It is also expected that the majority of the Company's future
business will be located in the Northern Hemisphere.

In terms of stock market interest and support, the Company has raised a
significant amount of capital from UK and European investors by way of share
placements since 2001, while during the same period raising no funds from new
investors in Australia. Over recent years the volume of trading conducted on ASX
has been comparatively small, and in the past year it represented only
approximately 8% of volume of trading conducted on AIM after adjusting for
trading conducted on ASX by non-Australian investors, and in recent months
approximately only 5%. The relative percentage of trading in Australia has been
steadily falling over the last two years. This decrease in trading volumes
resulted in the Company being removed from the S&P/ASX300 index in September
2005 due to its poor relative liquidity.

As a result of this strong support from AIM investors, approximately 75% of the
Company shares are held by shareholders who have registered addresses outside
Australia, approximately 72% of which are registered in Europe.

In the event the resolution is passed by shareholders and the Company is removed
from the Official List of ASX, there will only be limited changes to the
Company's circumstances.

• The Company will remain incorporated in Australia and subject to
  Australian law, most notably the Corporations Act.  It will retain a presence 
  in Australia.

• There will be only limited changes to the manner in which information
  is disclosed by the Company, with announcements and financial reports released
  by the Company available from www.londonstockexchange.com, the Company's 
  website (www.virotec.com) and the Australian Securities and Investments 
  Commission and other financial information sources.

• Although the Company will no longer be subject to the ASX listing
  rules, it will continue to be bound by the continuous disclosure requirements
  of the Corporations Act, and the AIM rules.

• Financial statements will be prepared under AIFRS as for any other
  Australian public company.

• Market prices are available from a number of financial websites,
  including www.londonstockexchange.com.  Market prices are also published in 
  the London Times daily and the London Financial Times on Saturdays (newspapers
  which are available in selected outlets in Australia).

The Company has been advised that Australian shareholders will be able to trade
shares in the Company via a number Australian brokers with relationships with
AIM designated brokers. Alternatively, shareholders can contact one of the
members of the London Stock Exchange who are AIM designated brokers (there are
more than 60) who will be able to facilitate trading of their shares on AIM.

If the Company proceeds to request removal from the Official List of ASX, the
Company will issue a letter to Australian registered shareholders detailing the
process by which share trades can be effected on AIM. This letter will include
the details of Australian and UK brokers that can be contacted by shareholders
to effect any trades on AIM.


For further information please refer to the complete Notice of Annual General
Meeting or contact Angus Craig, Company Secretary on +617 5530 8014 or by email
at mail@virotec.com.





                           VIROTEC INTERNATIONAL LTD
                               ABN 81 004 801 398
                                   PO Box 188
                            Sanctuary Cove QLD 4212
                                   Australia
                                www.virotec.com




                           VIROTEC INTERNATIONAL LTD
                                ACN 004 801 398

                        NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Virotec International Ltd
(the 'Company') will be held at ASX Lecture Theatre, Level 5, 123 Eagle Street,
Brisbane, Australia commencing at 10.30am (AEST) on 30 November 2005.

ITEMS OF BUSINESS


Item 1:  Financial statements and reports

To receive and consider the financial statements and the reports of the
Directors and the Auditor in respect of the financial year ended 30 June 2005.

Item 2:  Directors' Remuneration Report

To consider and, if thought fit, to pass the following ordinary resolution:

'That the section of the Report of the Directors dealing with the remuneration
of the Company's Directors, Company Secretary and senior executives 
('Remuneration Report') be adopted.'

Item 3:  Election of director

To consider and, if thought fit, to pass the following as ordinary resolution:

'That David Murray McConchie, who retires by rotation in accordance with rule
16.1 of the Company's constitution, and being eligible, be re-elected as a
director of the Company.'

Item 4:  Removal from the Official List of ASX

To consider, and if thought fit, pass the following ordinary resolution:

'That the Company seek approval from the Australian Stock Exchange Limited to be
removed from the Official List of the Australian Stock Exchange on or after 31
December 2005.'

Item 5:  Issue of options to Neil Bardach

To consider and, if thought fit, pass the following ordinary resolution:

'That pursuant to section 208(1)(a) of the Corporations Act and Listing Rules
10.11 and 10.14 the members of the Company approve the granting of 5,000,000 to
Neil Bardach on the terms set out in the Explanatory Notes.'

Item 6:  Amendment to the Option Incentive Scheme

To consider, and if thought fit, pass the following special resolution:

'That the Option Incentive Scheme adopted by the Company be amended to reflect
the terms of the Option Incentive Scheme set out in Annexure A to this Notice of
Meeting'

Item 7:  Approval of previous issue of shares

To consider, and if thought fit, pass the following ordinary resolution:

'That approval be given for all purposes, including the requirements of ASX
Listing Rule 7.4, for the issue of 31,000,000 fully paid ordinary shares in the
Company as detailed in the Explanatory Notes'.

Item 8: Approval of Option Incentive Scheme

To consider, and if thought fit, pass the following ordinary resolution:

'The approval be given, for all purposes, including ASX Listing Rule 7.2
Exception 9(b), to any issue of options under the Virotec Option Incentive
Plan.'


Other Business

To consider any other business brought forward in accordance with the Company's
constitution or the Corporations Act.


By Order of the Board



AJ Craig
Company Secretary
19 October 2005







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