Ann: Quarterly Activities and Cashflow Report, page-22

No. the Res 3 will be a re-instatement of the provision to allow FMS to issue further 15% of shares without getting the prior approval of shareholders.

IMHO, the bottom line for s/h is that Directors, on behalf of the company and its shareholders, actually executed an agreement to sell our principal asset to Todd Corp by way of an Option Agreement.

Not only was that deal voted down but it was voted down by a huge majority, And remember, that the directors were obliged to vote Yes, so the non Todd/non-Director vote against the deal was far greater than the 80%+ shown.

So the point here is, that it is almost alarming that a proposal was put to shareholders which was so overwhelming defeated by shareholders.

Just how can such a company changing transaction be so contrary to the wishes and expectations of FMS shareholders?

How does it come to pass, that the expectations and desired outcomes of shareholders, can be so different to those of the FMS Board?

So the board made one deal with Todd, and it was very clearly and convincingly rejected by shareholders. And not just us small shareholders - but also clearly by OCJ (which is now a far greater influence than previously)

SO just who has got it right, and who has got it wrong?

So if they are continuing to negotiate with Todd, ON THE BASIS OF THE EXISTING ALLIANCE AGREEMENT, what the heck will they come up with this time?

Because it was the oppressive rail/port charges which we were told, was what made the development of PIOP by FMS, unviable.

Thus, when we consider voting on Res3, which will give our Board the right to issue even further shares in FMS without getting shareholder approval, we need to ask ourselves "are we happy to give this same board the power to issue more shares, and potentially entrench control of FMS in the hands of maybe Todd, or another party"?

Given the overwhelming opposition to the last proposed deal, I would suggest not.

We need to confirm to the board that they need to get approval of shareholders to issue more shares, they need drastically cut costs, cut remuneration, and negotiate outside the Alliance Agreement.

They also need to ask why FMS is still confined by the terms of the Alliance Agreement, when we know that Todd has simply ignored the intent of the Alliance Agreement, when it went and sold our iron ore to the Chinese, outside the intent of the Alliance Agreement, and without the knowledge or consent of FMS.

I will be voting NO to all resolutions.