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Cytopia Letter to Progen Shareholders
Date:2/25/2009

li>Without partnering the merged entity would need to somehow raise another $95 million for this drug;
  • The HIV drug has failed to attract a partner and competition now includes new classes of HIV drugs (refer Bioshares article(1) www.cytopia.com.au/analyst.html)
  • Recommendation: Shareholders should vote against the Avexa merger by voting "NO" for ALL resolutions and, if not attending the meeting in person, should appoint Andrew Macdonald, the CEO of Cytopia, as their proxy.

    Please also advise Cytopia directly of this nomination by contacting the Company Secretary, Gavan Flower at the contact details below. A sample voting form is attached.

    The share buy-back resolution (Resolution 3) is conditional on the merger resolution (Resolution 1) being passed, and in any case, limits the share buy-back to $20 million. As the current Progen board is not supporting a share buy-back without the Avexa merger, we recommend you vote against all of the resolutions (including Resolution 3).

    At the 11 March 2009 meeting, we will put forward a motion to adjourn the meeting until immediately after the 27 March 2009 meeting. This will align the meetings, so that the Avexa merger and board replacement resolutions will be considered in conjunction with each other.

    Meeting on 27 March 2009

    Shareholders will have their opportunity to vote for a new board on 27 March 2009. The intent of the members calling the meeting was made clear in the members' statement - give all shareholders the choice of a share buy-back or staying as investors in an oncology company. A new board is needed to make this possible.

    Further material will be provided to shareholders closer to the meeting. In the meantime, we would be happy to answer any questions you may have
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    SOURCE Cytopia Limited
    Copyright©2009 PR Newswire.
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