Notice of Meeting

RNS Number:5555S
Pacific Dunlop Ld
7 March 2002

LETTER TO: COMPANY ANNOUNCEMENTS OFFICE


This is my first letter to you as your Chairman. I am delighted to have been
given the opportunity to join the Company as it completes its transformation
from a conglomerate to, substantially, a single business corporation.

There have been considerable developments since the Annual General Meeting in
October 2001 that have significantly assisted the Company in the return to
conservative gearing levels and a strong balance sheet, including:

• the sale of the Pacific Automotive and Pacific Brands businesses for 
  $251.5 million and $730.0 million respectively; and

• the restructuring of the Company's involvement in the South Pacific Tyres 
  partnership with Goodyear Tire & Rubber Company, resulting in no further cash 
  requirements from Pacific Dunlop.

The Board and Management of your Company are committed to the restoration of
shareholder value. We see this being achieved by focussing on protective
products in a broad healthcare context, building on the solid foundation
provided by the Ansell Healthcare business.

A major review of Ansell Healthcare is being undertaken. This will provide an
important insight and enable a clear strategy to be formulated, based on sound
knowledge of the business and its potential. Bain International has been engaged
to assist in the process, which is expected to be completed in early April. I
will be pleased to provide an update on the review at the extraordinary General
Meeting of Shareholders to be held on 12 April 2002.

The results for the half year ended 31 December 2001 saw a net reduction in debt
of $866.0 million, operating revenue of $1.534 billion - including $806.0
million from discontinued businesses and Group operating earnings before
interest and tax from continuing businesses of $58.9 million.

Ansell Healthcare, the Group's core business for the future, reported sales 3%
higher than the corresponding period at $706.8 million and operating profit 9%
higher at $92.1 million.

The Group's after tax result for the half was a loss of $92.8 million and was
inclusive of restructuring costs and write-downs of the values of certain assets
totalling $147.2 million. Of these write-downs, $135.5 million is of a non-cash
nature.

The Company is firmly committed to total shareholder returns, however, it is not
in a position to pay an interim dividend. We do believe that the steps taken to
refocus the Group, together with the reduction of debt, management changes
including the future appointment of a new Chief Executive Officer and a strong
growth plan, should result in an outcome in keeping with our commitment to the
restoration of shareholder value.

A copy of the Company's News Release, which includes comprehensive details of
the half year results, is available on the Company's website, www.pacdun.com, or
by contacting the Company Secretary's office on [phone].

Below is a copy of the Notice of the extraordinary General Meeting, to be
held on 12 April to obtain shareholder approval to change the name of the
Company to Ansell Limited and to consider four other items of special business.

Ansell Limited has been selected as the proposed name because it identifies the
Company with its core future business, protective products and services, in a
broad healthcare context. The Pacific Dunlop name no longer accurately reflects
the Group's operations following the recent business divestitures and changing
focus of the Company.

In addition to the change of name, shareholders will be asked to approve
resolutions addressing the following items of special business:

• The adoption of a new constitution to replace the Company's current memorandum
and articles of association that have been in place since 1983. The new
constitution will take account of changes that have occurred in the Corporations
Act, the ASX Listing Rules and corporate practice since the current memorandum
and articles of association were adopted.

• The renewal of the existing Partial Takeover Provision, which requires, in
general, shareholder approval to any partial takeover offer. The provision must
be renewed each three years to remain effective. It was last renewed in November
1999.

• Amendments to the Non-Executive Directors Share Plan to permit Non-Executive
Directors to take up to 100%, rather than the existing mandatory 10% only, of
their fees in the form of shares. Shares issued under this Plan are generally
acquired quarterly on ASX at the prevailing market price by applying the value
of cash remuneration foregone by the Non-Executive Director.

• A consolidation of the Company's existing share capital on the basis of 1
share for every 5 shares currently held. The objective is for the Company's
capital to better reflect the revised structure and size of the Company. The
consolidation will not involve any payment to or by shareholders and will not
affect the Company's paid-up capital or market capitalisation.

These proposals are all explained in more detail in the Explanatory Notes 
attached to the Notice of Meeting.

We look forward to your support of these proposals. If you cannot attend I 
invite you to return your Proxy Form, which is also enclosed, so that your vote 
can be counted at the meeting.

If you have any questions relating to any of the items of business being covered 
at the meeting, please call the Company Secretary's office and they will assist 
you.

Yours sincerely,
Dr E D Tweddell
Chairman


LETTER FROM: PACIFIC DUNLOP LIMITED

Notice of General Meeting

Notice is hereby given that a General Meeting of Pacific Dunlop Limited will be
held in the Latrobe Room at the Melbourne Exhibition and Convention Centre, Cnr 
Flinders and Spencer Streets, Melbourne, Victoria, on Friday 12 April 2002 at 
10.00am.
                                 -1-


Notice of General Meeting                      3 

Special Business                               3

1  Change of Company Name
2  Adoption of New Constitution
3  Renewal of Partial Takeover Provision
4  Acquisition of shares under
   Non-Executive Directors Share Plan
5  Approval of Capital Restructure

Explanatory Notes to Shareholders              5

Resolution 1 - Change of Company Name 
Resolution 2 - Adoption of New Constitution 
Resolution 3 - Renewal of Partial Takeover Provision
Resolution 4 - Acquisition of shares under
               Non-Executive Directors Share Plan
Resolution 5 - Approval of Capital Restructure


                                   -2-


Notice of General Meeting
Notice is hereby given that a General Meeting of Pacific Dunlop Limited will be
held in the Latrobe Room at the Melbourne Exhibition and Convention Centre, Cnr 
Flinders and Spencer Streets, Melbourne, Victoria, on Friday 12 April 2002 at 
10.00am.


Special Business
 
1 Change of Company Name

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

"That the name of the Company be changed from 'Pacific Dunlop Limited' to 
'Ansell Limited', effective from the date the Australian Securities and 
Investments Commission alters the details of the Company's registration."

2 Adoption of New Constitution

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

"That the constitution of the Company be modified effective immediately from the 
passing of this resolution by:

(a) deleting the Company's memorandum of association;

(b) deleting existing articles numbered 1-144 (inclusive) and substituting in
their place the rules contained in the printed document entitled 'Substituted
Rules' submitted to the meeting and signed by the Chairman for identification;
and

(c) renumbering existing article 145 as rule 69 and deleting in the article
references to 'the Law', 'these Articles' 'Article' and '145' and substituting
in their place references to 'the Act', 'this constitution', 'rule' and '69'
respectively."

3 Renewal of Partial Takeover Provision -
To consider, and if thought fit, to pass the following resolution as a special 
resolution:

"That rule 69 of the Company's constitution be renewed in the following form 
with immediate effect:

'69 Partial Takeovers
(a) Unless the context otherwise indicates or requires, expressions in this rule 
    69 have the meaning given to them by the Act.
(b) Where offers have been made under a proportional takeover bid for securities 
    of the company:
    (1) the registration of a transfer giving effect to a takeover contract for 
        the bid is prohibited unless and until a resolution to approve the bid 
       (in this rule 69 referred to as "an approving resolution") is passed in 
        accordance with the provisions of this rule 69;
 
    (2) a person (other than the bidder or an associate of the bidder) who, as 
        at the end of the day on which the first offer under the bid was made, 
        held bid class securities is entitled to vote on an approving 
        resolution;
    
    (3) an approving resolution must be voted on at a meeting, convened by the 
        company, of the persons entitled to vote on the resolution; and

    (4) an approving resolution that has been voted on is taken to have been 
        passed if the proportion that the number of votes in favour of the 
        resolution bears to the total number of votes on the resolution is 
        greater than 50%, and otherwise is taken to have been rejected.

(c) The provisions of this constitution that apply in relation to a general 
    meeting of members apply, with such modifications as the circumstances 
    require, in relation to a meeting that is convened under this rule 69 as if 
    the last-mentioned meeting were a general meeting of members.

(d) This rule 69 ceases to have effect on 31 December 2004."

4 Acquisition of shares under Non-Executive Directors Share Plan

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

"That approval is given for the purposes of the Listing Rules for the 
acquisition by, or issue to, all present and future Non-Executive Directors of 
ordinary shares in the Company in accordance with the amended rules of the 
Pacific Dunlop Non-Executive Directors Share Plan."

                                   -3-


5 Approval of Capital Restructure

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

"That in accordance with the Company's constitution and with effect from the 
date of this meeting, that the issued capital of the Company comprising 
941,198,001 ordinary shares be consolidated on the basis that each 5 of the 
existing shares in the issued capital of the Company be consolidated into 1 
fully paid share, and if a member would, upon such consolidation, hold shares 
including a fraction of an ordinary share, the holding of that member be rounded 
up to the next whole share."

By order of the Board


Robert Bartlett 
Secretary 
4 March 2002

Note: Unless instructed to the contrary, proxies in favour of the Chairman
(including any undirected proxies in relation to resolution 4 where an authority
is given under rule 14.2.3 of The Listing Rules of the Australian Stock
Exchange) will be used in support of the items of business set out in this
Notice of Meeting. 

Notes

1 On a poll, ordinary shareholders have one vote for every fully paid ordinary 
  share held.

2 A member entitled to attend and vote is entitled to appoint not more than two 
  proxies.

3 Where more than one proxy is appointed, each proxy may be appointed to
represent a specified proportion or number of the member's voting rights and
neither proxy is entitled to vote on a show of hands. If the appointment does
not specify the proportion or number of the member's voting rights each proxy
may exercise, each proxy may exercise half the votes. If it is desired to 
appoint two proxies, then an additional proxy form can be obtained from the 
Pacific Dunlop Limited Share Registry by telephoning (613) 9615 5970.

4 A proxy need not be a member of the Company.

5 Proxy forms must be signed by the member or the member's attorney or, if a
corporation, executed in accordance with section 127 of the Corporations Act or
signed by an authorised officer or attorney. If the proxy form is signed by a
person who is not the registered holder, then the relevant authority must either
have been previously exhibited to the Company or be enclosed with the proxy
form.

6 Proxy forms must be received by the Company at its registered office-Level 3, 
678 Victoria Street, Richmond, Victoria 3121, or at its postal address, C/- 
Computershare Investor Services Pty Limbed, GPO Box 242E, Melbourne, Victoria 
3001, or by facsimile on (613) 9270 7300, not less than forty-eight hours before 
the time for holding the meeting or adjourned meeting (as the case may be).

7 The Board has determined, in accordance with the Company's Constitution and
the Act, that a shareholder's voting entitlement at the meeting will be taken to
be the entitlement of that person shown in the register of members as at 10.00pm
on Wednesday 10 April 2002.

                                        -4-
 
Explanatory Notes to Shareholders
 
Special Business

Resolution 1 - Change of Company Name

As a result of the changing focus of the Company and having divested certain
businesses, the Company proposes changing its name to mark the beginning of a
new chapter for the continuing businesses from Pacific Dunlop Limited to Ansell
Limited.

Over the past 12 months the Company has restructured and consolidated its
business operations. As part of this process, the Company has sold its Pacific
Brands and Pacific Automotive businesses. Following these sales, the current
company name does not accurately reflect the Company's continuing business focus
on protective products and services in a broad healthcare context.

The proposed name Ansell Limited identifies the Company with its core future 
business.

Subject to shareholder approval at this meeting, the change will take effect 
when the Australian Securities and Investments Commission (ASIC) alters the 
details of the Company's registration.

The Board recommends that shareholders approve the proposal to change the 
Company's name to Ansell Limited.

Resolution 2 - Adoption of new Constitution

The Company's current memorandum and articles of association were originally
adopted in 1983. Since that time they have been updated progressively to reflect
changes in legislation, corporate practice and the ASX Listing Rules. However,
the Company has not made substantive amendments to the constitution since 1994.

In the past few years, the Corporations Act 2001 (the Act) has been
fundamentally amended. As a result of these changes and changes to the ASX
Listing Rules, many aspects of the memorandum and articles of association are no
longer consistent with the Act or are obsolete.

Your directors propose the adoption of a new constitution to take account of
these changes and to modernise the drafting of the existing provisions to
reflect current corporate practice.
 
The principal changes are discussed below:

Memorandum of Association

The Act now provides for companies to have a single constituent document called
a 'constitution' rather than both memorandum and articles of association. The
memorandum currently contains the name of the Company, a statement that the
liability of members is limited and a statement regarding the authorised capital
of the Company. The first two items have force pursuant to the Act irrespective
of their inclusion in the constitution, while the concept of authorised capital
has been abolished. Consequently it is proposed that the memorandum be deleted

Definitions

The constitution has been amended by importing the definitions in the Act and
Listing Rules. The interpretation provisions have been expanded to provide the
Company with broad corporate powers.

Shares

The concept of par value has been abolished. Accordingly references to par
value, share premium and the share premium account have been deleted and the
meaning of 'amount paid' on a share has been clarified in the new constitution.

The quorum provision for meetings to consider varying class rights has been
amended to reduce to 5 the number of members required to be present in respect
of any new class of shares created.

The non-marketable parcel sale provision has been amended to include a power for
the Company to divest holdings of less than one marketable parcel where the
relevant holding is created by a transfer of shares registered after adoption of
these rules. This is consistent with changes to the Listing Rules.   

The provision dealing with implementing changes to share capital provides a
broader discretion to directors, including in dealing with fractional share
entitlements.

General Meetings

The new constitution reflects requirements of the Act relating to the convening 
of general meetings, the content of the notice of meetings and the period of 
notice required to be given to members (currently 28 days).

                                   -5-


Explanatory Notes to Shareholders continued
 
Rule 23(c) provides that, unless permitted by the Act, no business can be
transacted at a general meeting unless the general nature of the business has
been stated in the notice of meeting and that only business within the scope of
any resolution set out in the notice may be transacted at the meeting. In
addition, no amendment may be moved to a resolution of which notice has been
given, except with the approval of the chair. This is intended to protect the
interests of members who appoint a proxy to attend and vote on their behalf.

Rule 25(c) permits the directors to change the venue for a meeting if they
consider that proposed venue to be impracticable. Rules 28(j) and (k) will
clarify the ability of the Company to hold a meeting in more than one venue
using technology.

Proxies

The constitution is consistent with the provisions of the Act as to the content
of a proxy and the requirements for lodging of proxies. 

Directors

Rule 32 reduces the maximum number of directors from 15 to 8, to reflect the
restructuring of the Company. The minimum number of directors will be reduced
from 5 to 4.

Rule 33 reflects the provisions of the Listing Rules relating to the time for
lodging nominations for election as a director being at least 35 business days
before the relevant meeting, to allow for the 28 day notice period for general
meetings.

To reflect the intention to maintain a reduced Board size from historical
levels, Rule 33 provides for one third of directors to retire from office at
each AGM (excluding the managing director and any director otherwise required to
stand for re-election such as a director appointed to fill a casual vacancy)
Retiring directors may then stand for re-election.

Rule 35 contains provisions relating to directors' remuneration that are similar
to the current articles of association. The total annual fees of non-executive
directors must not exceed the aggregate amount fixed by the Company in general
meeting, which at the date of this meeting is $750,000.
 
The Rule also clarifies that:

•in calculating the maximum fees payable:

 (a) any premium paid in relation to directors' and officers' insurance; and

 (b) superannuation contributions made to comply with superannuation guarantee 
     legislation,

  are excluded; and 

•remuneration may be other than cash (eg shares in the Company).

The requirement that directors hold 100 ordinary shares in the Company has been
deleted, following approval at the 2000 AGM of the Non-Executive Directors Share
Plan under which directors must apply part of their fees to acquire shares in
the Company.

The constitution reflects the provisions of the Act that oblige directors to
disclose material personal interests that they may have in matters that relate
to the affairs of the Company.

Access, Indemnity and Insurance

The Act includes a statutory right of access to company books for past and
present directors. Rule 60 acknowledges the right of directors to inspect or
obtain a copy of documents brought into existence or referred to during the
period the person is a director of the Company.

Amendments were also made to the Act to clarify the Circumstances in which a
company may indemnify officers. Rule 61 permits indemnification of former
officers of the Group at the directors' discretion, in addition to providing an
indemnity to the directors, secretary and executive officers to the full extent
permitted by law for liabilities incurred as an officer of the Group consistent
with existing article 138. In addition, Rule 61 allows the Company to indemnify
a person as an officer of a trustee of a Company sponsored superannuation fund.
The current indemnity for costs in favour of the Auditor in article 138 is to be
deleted.

Rule 61 (c) continues to permit the Company to pay premiums to insure persons
who are or have been Group directors and officers against liability incurred as
officers in circumstances permitted by the Act.

The rule also authorises the Company to enter into deeds to give effect to the
rights to access, indemnification and insurance.  The Company proposes to enter
into new Directors' Deeds consistent with these rules with each Non-Executive
Director following shareholder approval of the new constitution.

                                   -6-

 
Company Seal

The constitution seeks to provide flexibility for the Company to retain a common
seal, which is now optional under the Act, while being able to utilise the new
provisions of the Act allowing for companies to execute documents in other ways.
     
Dividends and Distributions

The dividend provisions have been expanded and clarified in light of changes to
the Act. Specifically, Rule 53 confirms the power of the directors to pay,
rather than declare, interim and final dividends.

Partial Takeovers

The Company's proportional takeover article (article 145) will be retained (with
minor amendments to reflect adoption of the new constitution) and renumbered as
Rule 69.

The Board recommends the adoption of the new constitution. 

Resolution 3 - Renewal of Partial Takeover Provision

The Corporations Act permits a company to include in its constitution a
provision which enables the Company to refuse to register a transfer of shares
under a partial takeover offer, unless a resolution is first passed by members
approving the offer.

The Company's Constitution has contained a partial takeover provision since
1987. The provision, which ceases to have effect on the third anniversary of its
adoption unless renewed, has been renewed or reinstated every 3 years since
1987.

The proposed rule is essentially the same as the current article, modified in
accordance with amendments to the Corporations Act and made consistent with the
provisions of the new constitution. Notwithstanding the present provision is
current until 13 November 2002, the new rule will take effect immediately and
continue in operation until 31 December 2004.

Members should consider:

• The provision requires that if a partial takeover bid is made for the Company,
  a share transfer to the offerer cannot be registered until shareholders 
  approve the bid at a meeting held more than 14 days before the bid closes. If 
  the meeting is not convened, the bid is taken to be approved. If the 
  resolution to approve the bid is passed, transfers pursuant to the bid may be 
  registered, but, if the resolution is lost, the bid is taken to be withdrawn. 

• The Corporations Act provides that this rule only applies for 3 years, unless 
  renewed by a special resolution in general meeting.

• The provision does not affect a full takeover bid.

• Directors consider that members should be able to vote on whether a partial 
  bid should proceed. Such a bid could allow control of the Company to change 
  without giving members the opportunity to dispose of all of their shares for a 
  satisfactory control premium. The right to vote on a partial bid may avoid 
  members feeling pressure to accept the bid even if they do not want it to 
  succeed.

• Advantages of this provision for members include that it will ensure that all 
  members have an opportunity to study a partial bid proposal and vote on it at 
  a general meeting and that it is likely to cause an intending offerer to 
  structure its offer in a way which is attractive to a majority of 
  shareholders.

• On the other hand, such a provision may discourage partial bids and may reduce 
  any speculative element in the market price of the Company's shares arising 
  from the possibility of a partial bid being made. The provision may also be 
  considered to constitute an additional restriction on the ability of members 
  to deal freely with their shares.

• The provision will allow directors to ascertain members' views on a partial 
  bid, but otherwise gives no other advantage or disadvantage to the directors 
  as they remain free to make a recommendation whether a partial bid should be 
  accepted. As at the day on which this statement was prepared, no director is 
  aware of any proposal by a person to acquire, or to increase the extent of, a 
  substantial interest in the Company.

• Whilst takeover approval provisions have been in effect there have been no 
  full or partial takeover offers tor the Company. Therefore, there has been no 
  example against which to review the advantages or disadvantages of the 
  provisions for the directors and the members, respectively.

The Board recommends that you vote in favour of the proposal.

Resolution 4 - Acquisition of shares under Non-Executive Directors Share Plan

In October 2000, the Company's shareholders approved a resolution for the 
acquisition by, or issue to, all present and future Non-Executive Directors of 
ordinary shares in the Company in accordance with the rules of the Pacific 
Dunlop Non-Executive Directors Share Plan (Plan).

                                   -7-


Explanatory Notes to Shareholders continued
 
The Board has amended the Plan rules, subject to receiving shareholder approval
to each present and future Non-Executive Director being authorised to acquire
shares in the Company pursuant to the amended terms of the Plan.

Operation of the current Plan

Under the Plan, Non-Executive Directors are required to apply 10% of their
annual Director's fees (including Board committee fees), prior to the deduction
of taxation, in acquiring shares in the Company until they hold, directly or
beneficially, shares equal in value to one year's Director's fees (including
committee fees).

Since receiving shareholder approval in October 2000, shares have been purchased 
on ASX under the Plan at the prevailing market price on behalf of each of the 
current Non-Executive Directors details of which are set out below.

Name                     Number         Date       Price
Dr E D Tweddell           2,535     17/12/2001     $0.95
Mr P L Barnes             1,251     17/12/2001     $0.95
Mr A B Daniels            1,185     15/12/2000     $1.49
                          1,415     15/03/2001     $1.27
                          2,132     15/06/2001     $0.84
                          2,458     14/09/2001     $0.72
                          1,836     17/12/2001     $0.95
Mr H J Elliott              579     15/03/2001     $1.27
                          1,777     15/06/2001     $0.84
                          2,294     14/09/2001     $0.72
                          1,704     17/12/2001     $0.95
Mr S P Gold               1,155     17/12/2001     $0.95
Ms S C H Kay              1,085     15/12/2000     $1.49
                          1,273     15/03/2001     $1.27
                          1,925     15/06/2001     $0.84
                          2,417     14/09/2001     $0.72
                          1,770     17/12/2001     $0.95
Mr I E Webber             1,984     15/06/2001     $0.84
                          2,417     14/09/2001     $0.72
                          1,770     17/12/2001     $0.95
                                                      
 
In addition, Messrs J T Ralph, N A D'Aquino and R J McLean participated in the 
Plan prior to their respective retirements as directors of the Company. Details 
of the shares they acquired under the Plan are as follows:

•on 15 December 2000, Mr Ralph 3,006 shares and Mr McLean 1,210 shares, 
  each at $1.49 per share:

•on 15 March 2001, Mr Ralph 3,526 shares, Mr D'Aquino 579 shares and Mr McLean 
  1,420 shares, each at $1.27 per share;

•on 15 June 2001, Mr Ralph 5,331 shares, Mr D'Aquino 1,777 shares and Mr McLean 
  2,147 shares, each at $0.84 per share; and

••on 14 September 2001, Mr Ralph 6,229 shares at $0.72 per share.

Amendments to the Plan

The Plan has been amended to enable Directors to nominate a percentage of their
annual Director's fees in excess of the mandatory minimum of 10% (or such other
percentage determined by the Board from time to time), to be applied in
acquiring shares in the Company. If the resolution is approved, Non-Executive
Directors may elect to take up to 100% of their fees in the form of shares in
the Company, and to change their previous election in this respect effective
from the quarter commencing after receipt of the notice of variation.

Shares will, in general, be acquired on ASX at the prevailing market price on
behalf of Non-Executive Directors quarterly, by applying the value of the cash
remuneration foregone by each Non-Executive Director.

In accordance with the approval previously granted by shareholders, each
Director is, in general, required to retain Plan Shares until he or she ceases
to hold office as a director.

                                       -8- 


Approval of shareholders

Due to the ability of Directors to nominate the portion of their Fees to be
applied under the Plan, it is not possible to predict the maximum number of
shares that will be acquired during the 3 years that this approval applies.

However, the maximum aggregate level of fees previously approved by shareholders
is $750,000 per annum and the Company does not, at this time, intend
distributing all of this amount by way of fees.

If the Board comprised a Chairman and four Non-Executive Directors then,
assuming resolution 5 is passed and the Company's existing share capital is
consolidated on the basis of 1 share for every 5 shares held, if directors were,
on average, to apply 40% of their fees under this Plan, at a market price of
$5.50 per share, the directors would acquire in aggregate approximately 32,000
shares per annum during the 3 year approval period.

The Company is now seeking shareholder approval for the purposes of ASX Listing
Rule 10.14 for the acquisition by, or issue to, all current and future Non-
Executive Directors (but no other reasons) of ordinary shares in the Company in
accordance with the amended rules of the Plan for a period of 3 years from the
date of the meeting.

Details of any securities acquired by, or issued to, Non-Executive Directors
under the Plan will be published in each of the Company's annual reports
relating to periods from the date if this meeting until 30 June 2005.

Voting exclusion statement

In accordance with the Listing Rules, the Company will disregard any votes cast
on the resolution by any Director or any of his or her associates, except where
any such vote is cast by the Director or his or her associate as proxy for a
person who is entitled to vote, in accordance with directions on the proxy form 

Resolution 5 - Approval of Capital Restructure

Overview of Proposal

This resolution proposes a consolidation of the Company's existing share
capital. It is anticipated that this restructure will produce a more
representative and less volatile share price for the Company.

The Company currently has on issue 941,198,001 ordinary shares of which 
6,158 000 are paid to 1 cent each. This resolution proposes consolidating the 
existing share capital on the basis of 1 share for every 5 shares currently 
held. The result will be that a shareholder will then hold in number one fifth 
of the shares held prior to the consolidation.

                                    Current          Post Consolidation
             Issued Shares        941,198,001            188,239,600 
                                                       (approximately)*


* This number may vary due to the rounding up of fractional entitlements.

The restructure will not involve the payment of or distribution of any amounts
to shareholders and will not affect the Company's paid up capital or market
capitalisation.

Example of Effect of Consolidation

For a shareholder holding 2,000 shares prior to the consolidation the effect of 
this resolution will be as follows:

                               

                        Current Position           Post-Consolidation 
No of Shares               2,000                           400

Reasons for Consolidation

This proposal is intended to reduce the number of shares on issue to better
reflect the revised structure and size of the company.

Subject to economic and market conditions, the Company's shares should then
trade at approximately five times the price prior to consolidation, and the
aggregate value of each member's interest should not materially change solely as
a result of the consolidation. Other factors may also affect the actual post
consolidation share price which may be higher or lower than five times the
current market price.

                                   -9-


Explanatory Notes to Shareholders continued
 
Share Fractions

The resolution authorises fractions of shares resulting from the consolidation
to be rounded up to the next highest number. These shares will be issued as 
fully paid up. 

Treatment of options

1,035,000 options remain on issue under the Executive Share Option Plan. Each 
option is convertible into 1 share upon the terms of that Plan.

In accordance with the ASX Listing Rules, the number of options will be
consolidated in the same ratio as the Company's ordinary shares (ie on a 5 for 1
basis) and the exercise price will be amended in inverse proportion to that
ratio (ie the exercise price post-consolidation will be 5 times the exercise
price pre-consolidation).

Treatment of American Depositary Receipts (ADRs)

In the United States, the Company's shares are traded in the form of ADRs on the
NASDAQ National Market. Each ADR unit represents four ordinary shares in the
Company. The effect of a 5 for 1 consolidation of the Company's shares is that
the Depositary of the ADRs will exchange existing ADRs with new ADRs
representing 20% of the post-consolidation number of ADRs. Any fractional ADRs
resulting from this process would be sold on NASDAQ by the ADR Depositary and
the proceeds would be distributed to ADR holders. The ratio of shares to ADRs
will not be affected by the consolidation. 

However, the Company is reviewing the current ratio of Company shares to ADRs 
with a view to ensuring that any such ratio is appropriate in light of current 
US practice.

Australian Tax Implications

In circumstances where a company changes the number of shares on issue through a
share consolidation and shareholders in the company remain the beneficial owners
of the original and newly converted shares, no CGT event (ie disposal of a CGT
asset) arises for shareholders on consolidation of their original shares. In
this respect, the Australian Taxation Office has issued a Determination (TD
2000/10) which confirms this treatment.

In other words, no capital gains tax consequences arise for shareholders on the 
consolidation of their original shares.

The Determination does not specifically address the issue of fractional rounding
of consolidated shares. However, it is expected that, in accordance with the
Determination, after the consolidation: 

(a) the newly converted shares will have the same acquisition date as the 
    original shares to which they attach. For example, shares acquired by 
    shareholders before 20 September 1985 (ie pre-CGT shares) will retain their 
    pre-CGT status; and

(b) in the case of shares acquired on or after 20 September 1985 
    (post-CGT shares), the aggregate cost base of shares for a shareholder, 
    following the share consolidation, for CGT purposes, will be unchanged. The 
    cost base for each consolidated share will, however, be the aggregate of the 
    shares consolidated into that one share. For example 5 shares with a cost 
    base of $1.60 each will be consolidated into one (1) share with a cost base 
    of $8.00.

Shareholders should obtain independent advice of possible tax consequences as
these comments are only a broad outline of applicable capital gains tax laws.
Different tax implications may arise for share traders or other taxpayers whose
shares are held on revenue account.  Shareholders resident outside Australia
should obtain independent tax advice regarding the tax effect of the
consolidation in their jurisdiction

ASX Quotation of Company Shares

Following consolidation, the Company's shares will be quoted on ASX on a
deferred settlement basis for the 10 business days immediately following the
date of the meeting. The Company will dispatch new holding statements by no
later than 29 April 2002.

Unmarketable Parcels

In response to the large number of shareholders holding less than a marketable
parcel of shares, the Company intends to operate an unmarketable parcel share
sale facility following the consolidation.

Copies of the Documents

A copy of the proposed constitution may be obtained prior to the meeting from
the Company's website www.pacdun.com or by contacting the Company Secretary,
Level 3, 678 Victoria Street, Richmond, Victoria 3121. Although shareholders are
not required to approve the rules of the Non-Executive Directors Share Plan, a
copy of the rules may be obtained prior to the meeting from the same sources.

A copy of the constitution and of the rules will also he available for 
inspection at the meeting.

                                   -10-

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