after agm drinks, page-15

Memo to all attending AGM - you will be voting on the following:

Phosphagenics shareholders will vote on the grant of 2,000,000 "conditional rights" each, to co-chief executive officers Harry Rosen and Dr Esra Ogru, exercisable at no cost.

(The notice of annual general meeting was published on page 131 of a 152-page annual report lodged after the market closed on Friday, April 29, 2011.)

Phosphagenics said the exercise of the rights in three separate tranches was conditional on meeting four sets of milestone as set out below:

1) The completion of recruitment for a phase II/III trial of its oxycodone transdermal patch, submission of an application for the patch and gross revenue from all no-prescription products to be not less than $10 million; completion of the phase II/III trial by December 31, 2013.

2) Gross revenues from the commercialization of its tocopheryl phosphate mixture or TPM technology (ie Elixia) of not less than $1 million and non- prescription products of not less than $20 million.

3) The completion of the oxycodone clinical trial, gross revenues from the commercialization of its TPM technology of not less than $2 million and non-prescription products of not less than $30 million.

4) Registration for marketing and sale of the oxycodone patch and gross revenues from all non-prescription products of not less than $40 million.



The meeting will also vote to allow the conversion of Esra and Harry's rights into shares if there's "an accelerated event (such as redundancy)" or termination as well as on the prior issue of 83,897,222 shares at nine cents a share to raise $7,550,750 shares.

You will also be asked to approve an employee conditional rights scheme with rights equivalent to up to five percent of the company's issued capital reserved for the scheme. The cost of exercising the rights is not disclosed.

Finally we'll also be asked to vote on the re-election of directors Jonathan Addison, Dr Sandra Webb, Don Clarke and Stuart James. (gmutton I reckon that on its own should get you fired up enough to attend.)

The meeting will be held at the Conference Centre, Minter Ellison, Level 23, Rialto Towers, 525 Collins Street, Melbourne on May 31, 2010 at 2pm (AEST).