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Virotec Intl Ld (VTI)

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Wednesday 30 November, 2005

Virotec Intl Ld

Result of AGM

Virotec International Ld
30 November 2005

30 November 2005


The Annual General Meeting of Virotec International Ltd ('Company') was held
today, Wednesday 30 November 2005. The following resolutions were considered by

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.

No resolution required.

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.'

Passed on a show of hands.

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.'

Passed on a show of hands.

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.'

Passed on a show of hands.

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
options to Neil Bardach on the terms set out in the Explanatory Notes.'

Passed on a show of hands.

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

Passed on a show of hands.

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'.

Passed on a show of hands.

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

Passed on a show of hands.

Proxy Voting

The proxy votes received were as follows:

                    For           Against           Open            Abstain
Resolution 2     70,501,274         2,281,443         409,670         373,962
Resolution 3     72,934,244            94,893         388,670         148,542
Resolution 4     65,421,377         7,175,567         743,670         225,735
Resolution 5     54,168,556        18,334,663         606,011         324,460
Resolution 6     54,720,959        11,188,381       1,150,917       6,506,092
Resolution 7     71,823,185           341,785         607,011         253,462
Resolution 8     53,249,232        11,892,266         607,011       7,271,194

Angus Craig
Company Secretary

                            Virotec International Ltd
                               ABN 81 004 801 398
                                   PO Box 188
                            Sanctuary Cove QLD 4212

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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