Result of AGM-Replacement

RNS Number:6628S
Virotec International Ld
30 November 2003


The following replaces the Result of AGM announcement released on 28/11/03 at 
07:00 under RNS Number 6093S.
In the Proxy Voting (at the end of the announcement), the votes against shown in 
Resolution 2 were incorrect.
All other details remain unchanged, and the full amended text appears below.


28 November 2003

             RESULTS OF VOTING AT VIROTEC'S ANNUAL GENERAL MEETING

The Annual General Meeting of Virotec International Ltd ('Company') was held
today 28 November 2003. The following resolutions were considered by
shareholders.

Item 1: Financial Statements and Reports

To receive and consider the Financial Report and the Reports of the Directors
and the Auditor in respect of the year ended 30 June 2003.

No resolution required.

Item 2: Election of Directors

'That Bruno Bamonte who retires by rotation in accordance with the Company's
constitution, and being eligible, be re-elected as a director of the Company'.

Passed on a show of hands.

Item 3: Election of Director

'That Michael Nissen who retires as previously required by the Corporations Act,
be re-elected as a director of the Company.'

Passed on a show of hands.

Item 4: Ratification of Share Issue
'That for the purposes of ASX Listing Rule 7.1, the issue of 25,000,000 ordinary
shares in the Company which was conducted in September 2003 be ratified.'

Passed on a show of hands.

Item 5: Equity Components of Remuneration - Brian Sheeran, Chairman and
Chief Executive Officer

'That each of the following is approved for the purpose of ASX Listing Rules 7.1
and 10.14 and sections 200B and 200E of the Corporations Act:

(a) the issue to Brian Sheeran, as part of a short-term incentive plan of
Virotec International Ltd (Virotec) and on the basis, at the times and subject
to the conditions described in the Explanatory Notes to the Notice convening
this Meeting including the Annexures (Explanatory Notes), of:

(i)       Virotec Shares having an aggregate value of a maximum of Mr Sheeran's
short-term incentive award in respect of the years ending on 30 June 2003, 2004
and 2005; and
(ii)     up to one additional Virotec Share for each Virotec Share previously
issued to Mr Sheeran with approval under sub-paragraph (a)(i) of this
resolution;

(b) the grant to Mr Sheeran, as part of a long-term incentive plan of Virotec
and on the basis, at the times and subject to the conditions described in the
Explanatory Notes, of up to 2,000,000 Performance Rights and the issue to Mr
Sheeran of Virotec Shares upon the exercise of those Performance Rights; and

(c) the giving by Virotec of benefits in connection with Mr Sheeran's retirement
or resignation from, or loss of, office (including through death) as Chairman
and Chief Executive Officer of Virotec as part of a long-term incentive plan or
short-term incentive plan of Virotec and on the basis described in the
Explanatory Notes."

Passed on a show of hands.

Item 6: Equity Components of Remuneration - Bruno Bamonte, Director and Chief
Financial Officer

'That each of the following is approved for the purpose of ASX Listing Rules 7.1
and 10.14 and sections 200B and 200E of the Corporations Act:

(a) the issue to Bruno Bamonte, as part of a short-term incentive plan of
Virotec International Ltd (Virotec) and on the basis, at the times and subject
to the conditions described in the Explanatory Notes to the Notice convening
this Meeting including the Annexures (Explanatory Notes), of:

(i)       Virotec Shares having an aggregate value of a maximum of Mr Bamonte's
short-term incentive award in respect of the year ending on 30 June 2003, 2004
and 2005; and
(ii)     up to one additional Virotec Share for each Virotec Share previously
issued to Mr Bamonte with approval under sub-paragraph (a)(i) of this
resolution;

(b) the grant to Mr Bamonte, as part of a long-term incentive plan of Virotec
and on the basis, at the times and subject to the conditions described in the
Explanatory Notes, of up to 1,400,000 Performance Rights and the issue to Mr
Bamonte of Virotec Shares upon the exercise of those Performance Rights; and

(c) the giving by Virotec of benefits in connection with Mr Bamonte's retirement
or resignation from, or loss of, office (including through death) as Director
and Chief Financial Officer of Virotec as part of a long-term incentive plan or
short-term incentive plan of Virotec and on the basis described in the
Explanatory Notes.'

Passed on a show of hands.

Item 7: Issue of Shares - Non-executive Directors
'That for the purposes of ASX Listing Rules 10.11 and 7.1, the issue of shares
to non-executive directors Dr Michael Nissen, Dr David McConchie and Mr John
Glynn on the basis described in the Explanatory Notes be approved.'

Passed on a show of hands.

Item 8: Grant of Options - Associate of Director
'That for the purposes of ASX Listing Rules 10.14 and 7.1, the grant of options
to acquire ordinary shares in the Company to Ms Fiona Davies-McConchie, an
associate of Dr David McConchie, on the basis described in the Explanatory Notes
be approved.'

Passed on a show of hands.

Proxy Voting

The proxy votes received were as follows:

                For            Against             Open           Abstain
Resolution 2      44,123,757             337,943        464,310         56,505
Resolution 3      31,653,982          12,647,075        464,310        217,148
Resolution 4      34,649,741             566,012        511,327        445,435
Resolution 5      31,979,886           9,625,160        511,327         85,600
Resolution 6      33,969,778          10,300,810        511,327        185,600
Resolution 7      28,799,198           8,167,040        511,327         89,950
Resolution 8      36,180,198           8,186,040        511,327         89,950



Angus Craig
Company Secretary



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

END
RAGBMBJTMMMJTLJ