ASX RELEASE

October 14, 2005

SHAREHOLDER NOTICE OF MEETING

Please find attached the Notice of Meeting for the Australis's Annual General Meeting to be held on Thursday, 17 November 2005 9am, Seminar Room, Podium Level, Central Park, 152 - 158 St George's Terrace, Perth WA.

For more information please contact:

Stewart Graham Managing Director Australis Aquaculture Limited (08) 9288 4540 [email protected] US based producers of Australian Barramundi

AUSTRALIS AQUACULTURE LIMITED

ACN 098 236 938

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Thursday, 17 November 2005

MEETING

9am WST

PLACE OF MEETING

Seminar Room Podium Level Central Park 152 - 158 St George's Terrace Perth, Western Australia

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice. from their accountant, solicitor or other professional adviser without delay.

AUSTRALIS AQUACULTURE LIMITED ACN 098 236 938

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the Annual General Meeting of Australis Aquaculture Limited ("Company" or "Australis") to be held at Seminar Room, Podium Level, Central Park, 152-158 St George's Terrace, Perth, Western Australia, on Thursday, 17 November 2005 at 9am Western Standard Time, for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to the following Resolutions accompanies this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

Annual Accounts

To receive and consider the financial statements of the Company for the year ended 30 June 2005, consisting of the Statements of Financial Performance, the Statements of Financial Position, the Statements of Cash Flows, the Directors' Report, the Directors' Declaration and Auditors' Report.

Resolution 1 - Remuneration Report

To consider, and if thought fit, to pass, with or without amendment, the following non binding resolution as an ordinary resolution:

"That shareholders adopt the Remuneration Report for the financial year ended 30 June 2005."

Note: The vote on this resolution is advisory only and does not bind the Directors of the Company.

Resolution 2 – Re-election of Alistair Cowden as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That Alistair Cowden who retires by rotation in accordance with clause 13.2 of the Company's Constitution and who offers himself for re-election, be elected a Director of the Company."

SPECIAL BUSINESS

Resolution 3 - Ratification of Placement

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company approve and ratify the issue of $6,100,000$ Shares in the capital of the Company at an issue price of \$0.60 each, as described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting".

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of Resolutions $1 - 3$ , the following definitions apply:

"ASX" means Australian Stock Exchange Limited;

"Company" means Australis Aquaculture Limited ACN 098 236 938;

"Constitution" means the Company's constitution, as amended from time to time;

"Corporations Act" means Corporations Act 2001 (Cth);

"Directors" means the Directors of the Company;

"Listing Rules" means the Listing Rules of the ASX; and

"Shares" means fully paid ordinary shares in the capital of the Company.

By Order of the Board of Directors

$\sum_{i=1}^{n}$

Gabriel Chiappini Company Secretary

14 October 2005

PROXIES

• Votes at the general meeting may be given personally or by proxy, attorney or ٠ representative.
• A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at this meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights.
• A proxy may but need not be a shareholder of the Company.
• The instrument appointing the proxy must be in writing, executed by the appoint or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer of his attorney duly authorised.
• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the Registered Office of the Company at least 48 hours prior to the meeting. For the convenience of shareholders a Proxy Form is enclosed.

For the purposes of section $1074E(2)$ of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary shares at 5.00pm WST on 15 November 2005 will be entitled to attend and vote at the Annual General Meeting.

Corporations

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

AUSTRALIS AOUACULTURE LIMITED ACN 098 236 938

PROXY FORM

at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box below:

For

Against

$\overline{\phantom{a}}$

Abstain

I/We direct my/our Proxy to vote in the following manner:

Resolution 1 - Remuneration Report

Resolution 2 – Re-election of Alistair Cowden as a Director

Resolution 3 - Ratification of Placement

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If you do not wish to direct your proxy how to vote, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Resolution 3 and votes cast by him other than as proxy holder will be disregarded because of that interest.

The Chairman intends to vote in favour of Resolutions 3 in relation to undirected proxies.

This Proxy is appointed to represent ___% of my voting right, or if 2 proxies are appointed Proxy 1 _% and Proxy 2 represents ___% of my total votes represents My total voting right is shares

If the shareholder(s) is an individual:

Name: Matter and Construction Construction Construction Construction Construction Construction Construction Const

If the shareholder is a company:

Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

2005.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

• $1¹$ A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
• $2.$ Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
• $3.$ The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.
• $4.$ If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
• 1. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting (that is, by 9am WST on 15 November 2005), by post, facsimile or e-mail to the respective addresses stipulated in this proxy form.
• 1. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
• $(a)$ the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;
• if the proxy has 2 or more appointments that specify different ways to vote on (b) the resolution, the proxy must not vote on a show of hands;
• if the proxy is Chairperson, the proxy must vote on a poll and must vote that $(c)$ way; and
• $(d)$ if the proxy is not the Chairperson, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

$7.$ The Chairman intends to vote in favour of all resolutions in relation to undirected proxies.

AUSTRALIS AQUACULTURE LIMITED ACN 098 236 938

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting ("Notice") of Australis.

The Directors of the Company ("Directors") recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

RESOLUTION 1 - REMUNERATION REPORT

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

• discusses the Company's policy and the process for determining the remuneration of (a) its executive officers: and
• sets out remuneration details for each Director of the Company named in the (b) Remuneration Report for the financial year ended 30 June 2005.

Section $250R(2)$ of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this resolution is advisory only and does not bind the Board or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

RESOLUTION 2 - RE-ELECTION OF ALISTAIR COWDEN AS A DIRECTOR

Resolution 2 seeks approval for the re-election of Alistair Cowden as a Director with effect from the end of the Meeting.

Clause 13.2 of the Constitution provides that at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then such number as is appropriate to ensure that no Director holds office for more than 3 years, shall retire from office.

Mr Cowden retires from office in accordance with this requirement and submits himself for re-election.

RESOLUTION 3 - RATIFICATION OF SHARE ISSUE

On 26 April 2005, the Company announced to ASX the closure of its \$3,660,000 placement of 6,100,000 Shares with various Australian institutional and sophisticated investors. The placement was made pursuant to the prospectus lodged on 14 April 2005.

Listing Rule 7.4

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Information for shareholders

The following information is provided to shareholders for the purposes of Listing Rule 7.5:

• $\mathbf{1}$ . the number of Shares validly allotted under Listing Rule 7.1 was 6,100,000;
• $\overline{2}$ . the price at which the Shares were allotted was \$0.60 cents each;
• the Shares allotted were fully paid ordinary shares which rank equally with all other 3. fully paid ordinary shares on issue;
• $4.$ the Shares were issued to various Australian institutional and sophisticated investors; and
• 1. the funds are being used to fund a major on site expansion of the Company's US barramundi production facility at Turners Falls to approximately 1,000 tonnes per annum $-$ a 50% increase in output.

GLOSSARY

In this Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires: