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18 October 2007 Australian Stock Exchange Limited Exchange Centre

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18 October 2007 Australian Stock Exchange Limited Exchange Centre Powered By Docstoc
					18 October 2007


Australian Stock Exchange Limited
Exchange Centre
20 Bridge Street
Sydney NSW 2000


Attention: Company Announcements Office

ANNUAL GENERAL MEETING

Please find attached the following documents in relation to the Company’s 2007 Annual General
Meeting to be held on Wednesday, 21 November 2007:

   1. Letter to shareholders;
   2. Corporate representative appointment form;
   3. Notice of meeting and explanatory notes;
   4. Proxy form;
   5. Letter to shareholders regarding Annual Report options; and
   6. Replacement page 51 of the 2007 Concise Financial Report due to the omission of a substantial
      shareholder from the Concise Financial Report lodged on 21 September 2007 (page 51) and
      Annual Report lodged on 12 September 2007 (page 69).

Yours sincerely



Deana Cesari
Chief Financial Officer &
Company Secretary




      Advanced Nanotechnology Limited ABN 54 079 845 855 108 Radium Street, Welshpool, Western Australia 6106
                Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0808 www.advancednanotechnology.com
18 October 2007



Dear Shareholder,

I have pleasure in enclosing a copy of our 2007 Concise Financial Report (unless you have
previously elected not to receive a copy) together with the Notice of Meeting for this year’s Annual
General Meeting of the Company, which is to be held as follows:

Date:               Wednesday, 21 November 2007
Time:               3.00pm (WST)
Location:           University of Western Australia
                    University Club (Seminar Room 1)
                    Hackett Drive (Entrance 1)
                    Nedlands, Western Australia

Persons attending as representatives of corporate and institutional shareholders will be required to
produce appropriate evidence of authority to so act. For this purpose an appointment of corporate
representative form is provided overleaf.

If you are unable to attend the meeting you are encouraged to appoint a proxy by completing the
enclosed proxy form. Please use the enclosed reply paid envelope to return the completed proxy
form. Shareholders may also fax the proxy form to our share registry on +61 (8) 9323 2033. To be
effective, we must receive your completed proxy form no later than 3.00pm (WST) on Monday, 19
November.

To assist us with our arrangements, it would be appreciated if you could advise us if you plan on
attending this meeting by contacting us on:

Telephone:          +61 (8) 9458 0800
Email:              info@advancednanotechnology.com

I look forward to welcoming you to our 2007 annual general meeting.

Yours sincerely




DAVID GRIFFITHS
Chairman




       Advanced Nanotechnology Limited ABN 54 079 845 855 108 Radium Street, Welshpool, Western Australia 6106
                 Tel: +61 (8) 9458 0800 Fax: +61 (8) 9458 0808 www.advancednanotechnology.com
APPOINTMENT OF CORPORATE REPRESENTATIVE
Certificate Pursuant to Section 250D of the Corporations Act 2001




(Insert name of member company)

hereby certifies that it has appointed



(Insert name of appointee)

to act as its representative at:

     the Annual General Meeting of Advanced Nanotechnology Limited to be held on Wednesday,
     21 November 2007.
OR
     all general meetings of members of Advanced Nanotechnology Limited until further notice.

(Please delete one of the alternatives)


                                                                                  Affix common
Dated this           day of                               2007                     seal here if
                                                                                     required




The Common Seal of
                        (Insert name of member company)

was hereto affixed in accordance with its Constitution (if any) and any Replaceable rules that apply,
in the presence of:




Sole Director &                    OR Director                      &   Director/Secretary
Sole Company Secretary



This authority may be sent to the Company and/or the share registry, Computershare Investor
Services Pty Ltd (GPO Box D182, Perth, Western Australia, 6840) in advance of the meeting or
handed in at the meeting when registering as a company representative. In either case the
authority will be retained by the Company.
p                                                                                           Advanced Nanotechnology Limited
                                                                                                          ACN: 079 845 855
                                                                                                           108 Radium Street
                                                                                                        Welshpool WA 6106
                                                                                                                 AUSTRALIA
                                                                                                      Tel: +61 (8) 9458 0800
                                                                                                     Fax: +61 (8) 9458 0810



          NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                        For the year ended 30 June 2007

Notice is hereby given that the Annual General Meeting of Advanced Nanotechnology Limited (the Company) will
be held in Seminar Room 1, University Club, University of Western Australia, Entrance 1, Hackett Drive, Nedlands,
Western Australia on Wednesday, 21 November 2007 at 3.00pm (WST). The Explanatory Notes accompanying
this Notice of Meeting form part of this Notice of Meeting.

BUSINESS

Item 1. Financial Report and Reports of the Directors and the Auditors
        To table and consider the financial report, the directors’ report and the auditor’s report for the year ended
        30 June 2007.
Item 2. Remuneration Report (Resolution 1)
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:
         “That the Company adopt the Remuneration Report for the year ended 30 June 2007 in accordance with Section
         250R(2) of the Corporations Act.”
Item 3. Re-election of Director (Resolution 2)
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:
         “That Mr. Robert Michael Alexander Mangioni who retires by rotation in accordance with Article 6.4 of the
         Company’s Constitution and, being eligible, offers himself for re-election, be elected as a director of the
         Company.”
         Information about Mr. Mangioni is set out in the accompanying Explanatory Notes.
Item 4. Appointment of Director (Resolution 3)
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:
         “That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. Bruce John Cameron,
         who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
         Information about Mr. Cameron is set out in the accompanying Explanatory Notes.
Item 5. Appointment of Director (Resolution 4)
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:
         “That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. John Catherwood
         Young, who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
         Information about Mr. Young is set out in the accompanying Explanatory Notes.
Item 6. Appointment of Director (Resolution 5)
        To consider and, if thought fit, pass the following resolution as an ordinary resolution:
         “That, in accordance with Rule 6.2 of the Company’s Constitution, the appointment of Mr. Thibaut Thierry Jacques
         Mortier, who was appointed to the Board since the last annual general meeting of the Company, is confirmed.”
         Information about Mr. Mortier is set out in the accompanying Explanatory Notes.
Item 7. Issue of Options to Director (Resolution 6)
        To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
         “That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of Options to acquire 250,000
         Shares with an exercise price of $0.308 exercisable to the expiry date of 21 February 2010 to Bruce Cameron (or
         his nominee) on the terms and conditions set out in the Explanatory Statement, is approved."
         The Company will disregard any votes cast on this resolution by Bruce Cameron and any of his Associates
         (other than votes cast:
          • as proxy in accordance with the directions on the proxy form, for any other member of the Company
              who is entitled to vote; and
          • by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with
              the directions on the proxy form to vote as the proxy decides).
                                                           -1-
Item 8. Issue of Options to Director (Resolution 7)
        To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
         “That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of Options to acquire 250,000
         Shares with an exercise price of $0.308 exercisable to the expiry date of 21 February 2010 to John Young (or his
         nominee) on the terms and conditions set out in the Explanatory Statement, is approved."
         The Company will disregard any votes cast on this resolution by John Young and any of his Associates
         (other than votes cast:
          • as proxy in accordance with the directions on the proxy form, for any other member of the Company
              who is entitled to vote; and
          • by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with
              the directions on the proxy form to vote as the proxy decides).

Item 9 Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8)
       To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
         “That, for the purposes of Listing Rule 7.1 and Listing Rule 10.14 and for all other purposes, the Advanced
         Nanotechnology Limited Salary Sacrifice Share Plan as set out in the Explanatory Notes be approved."
         The Company will disregard any votes cast on this resolution by any Director or Employee and his or her
         Associates (other than votes cast:
          • as proxy in accordance with the directions on the proxy form, for any other member of the Company
             who is entitled to vote; and
          • by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with
             the directions on the proxy form to vote as the proxy decides).

OTHER INFORMATION
Explanatory Notes accompany and form part of this Notice. Certain terms used in this Notice are defined in the
Explanatory Notes.

All Shareholders should read the Explanatory Notes carefully and in its entirety. Shareholders who are in doubt
regarding any part of the business of the meeting should consult their financial or legal adviser for assistance.

Voting by Proxy
Any Shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend
and vote instead of the Shareholder.

The proxy does not need to be a member of the Company. A Shareholder that is entitled to cast two or more votes
may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If
no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

Proxies must be:
(a)      lodged at the registered office of the Company; or
(b)      received at either of the fax numbers specified below,
not later than 48 hours before the meeting i.e. 3.00pm on Monday, 19 November 2007.
The Company’s registered office:        108 Radium Street,
                                        Welshpool, Western Australia 6106.
Postal Address:                         As above.
Facsimile number:                       +61 (8) 9458 0810 (the Company); or
                                        +61 (8) 9323 2033 (the Share Registrar).

Entitlement to vote
In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations
Regulations, the Company has determined that for the purposes of the meeting all Shares will be taken to be held
by the persons who held them as registered Shareholders at 4.00pm (WST) on Tuesday, 20 November 2007.
Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and
vote at the meeting.

By Order of the Board



DEANA CESARI
Company Secretary

Perth, Western Australia
18 October 2007
                                                           -2-
                                                                                        Advanced Nanotechnology Limited
                                                                                                      ACN: 079 845 855
                                                                                                       108 Radium Street
                                                                                                    Welshpool WA 6106
                                                                                                             AUSTRALIA
                                                                                                  Tel: +61 (8) 9458 0800
                                                                                                 Fax: +61 (8) 9458 0810




EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
                        For the year ended 30 June 2007

Item 1. Financial Report and Reports of the Directors and Auditors

Item 1 allows members the opportunity to consider the financial report, directors’ report and auditor’s report of the
Company. Under Section 317 of the Corporations Act the Company is required to lay these three reports that
together comprise the Company’s annual report before its members at its AGM.

Item 2. Remuneration Report (Resolution 1)

Item 2 allows members the opportunity to vote on the Company’s remuneration report. Under Section 250R(2) of
the Corporations Act the Company must put its remuneration report to the vote at the AGM. This vote is advisory
only and does not bind the Directors or the Company.

Item 3. Re-election of Director (Resolution 2)

Under Listing Rule 14.4 a director must not hold office (without re-election) past the third annual general meeting
following the director’s appointment or 3 years, which ever is longer.

Under Article 6.4 of the Company’s constitution one third of the Company’s Directors must retire at every AGM.

Mr. Robert Michael Alexander Mangioni, a director of the Company, retires by rotation in accordance with Listing
Rule 14.4 and Article 6.4 of the Constitution of the Company and, being eligible, offers himself for re-election.

Profile

Mr. Robert Michael Alexander Mangioni
BA, LLB

Robert Mangioni was appointed as a non-executive director on 4 November 2004 and is also a member of the
Audit Committee.

Mr. Mangioni is a director of the Sydney based law firm Watson Mangioni Lawyers Pty Limited. Mr. Mangioni has
over 20 years experience in the practise of law in Australia and London. He holds a Bachelor of Arts and a
Bachelor of Laws from the University of New South Wales. He has extensive experience in commercial law
including corporate governance, market regulation, takeovers and public floats.

Mr. Mangioni has not served as a director of any other listed companies over the past three years.

Item 4. Appointment of Director (Resolution 3)

Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election)
past the next annual general meeting of the Company.

Mr. Bruce John Cameron, a director appointed to the Board in December 2006, retires in accordance with Listing
Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for re-election.

Profile

Mr. Bruce John Cameron
BE (Hons), BCS, FAICD, FAIM

Bruce Cameron was appointed as a non-executive director on 18 December 2006 and is also a member of the
Audit Committee. Mr Cameron was elected Chairman of the Audit Committee on 21 August 2007.




                                                        -3-
Item 4. Appointment of Director (Resolution 3) continued

Mr. Cameron is the managing director of Camco Engineering Pty Limited, a privately owned and operated
engineering, machining and fabrication business. Mr. Cameron has over 30 years experience in manufacturing
and engineering and has developed specialist skills in production management, strategic planning, business
process design, and information technology.

Mr. Cameron has not served as a director of any other listed companies over the past three years.

Item 5. Appointment of Director (Resolution 4)

Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election)
past the next annual general meeting of the Company.

Mr. John Catherwood Young, a director appointed to the Board in October 2007, retires in accordance with Listing
Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for re-election.

Profile

Mr John Catherwood Young
BE, MBA

John Young was appointed as a non-executive director on 5 October 2007 and is also a member of the Audit
Committee.

Mr. Young has more than 18 years’ experience in private equity and corporate development activity. He is the
former Director Corporate Development for Boral Limited and previously was an executive and executive director
for Patrick Corporation Ltd. Mr. Young graduated a Bachelor of Engineering from Sydney University and a Master
in Business Administration from Harvard University. Later, Mr. Young worked 7 years as a consultant with
McKinsey & Company in Australia, the USA and Europe.

Mr. Young is currently a director of Pacific Development Capital, a pooled development fund managed by KTM
Capital Pty Ltd, a specialist equity capital markets group. He also serves as honorary president of the Aeromech
Engineering Foundation at the University of Sydney.

Mr. Young has not served as a director of any other listed companies over the past three years.

Item 6. Appointment of Director (Resolution 5)

Under Listing Rule 14.4, a director appointed as an addition to the board must not hold office (without re-election)
past the next annual general meeting of the Company.

Mr. Thibaut Thierry Jacques Mortier, a director appointed to the Board in October 2007, retires in accordance with
Listing Rule 14.4 and Article 6.2 of the Constitution of the Company and, being eligible, offers himself for re-
election.

Profile

Mr Thibaut Thierry Jacques Mortier
MSc (Chemical Engineering), MBA

Thibaut Mortier joined Advanced Nano in August 2006 as Vice President – Global Business Development, Sales
and Marketing and was appointed as an executive director on 5 October 2007.

Mr. Mortier was previously Development Director Europe, Building Products, for CRH, a listed Irish global building
materials company. Prior to joining CRH Thibaut Mortier had a six-year career with Cytec Industries, first as
Manager of Corporate Development at Cytec Industries headquarters in New Jersey, USA, followed by the position
of Regional Director Asia Pacific, based in Singapore.

Mr. Mortier has not served as a director of any other listed companies over the past three years.

Item 7.    Issue of Options to Bruce Cameron (Resolution 6)

Listing Rule 10.11 requires the Company to obtain approval from ordinary shareholders before issuing securities
(including shares and options to acquire shares) to a director or an entity controlled by a director. The purpose of
Resolution 6 is to approve the grant of Options to acquire 250,000 Shares to Bruce Cameron, non-executive
Director of the Company.
                                                        -4-
Item 7.    Issue of Options to Bruce Cameron (Resolution 6) continued

The Options the subject of Resolution 6 may be exercised at any time until the expiry date which is 21 February
2010. The exercise price of the Options is $0.308. No consideration is to be paid for the issue of Options and no
funds will be raised by the issue of Options to Bruce Cameron.

This issue of Options is being made for the purpose of aligning Mr. Cameron’s interests with that of the Company
and those of the other non-executive Directors. The Options will be granted as soon as practicable after this AGM
and in any event within 1 month.

A statement of the terms of the Options is set out in Schedule 1.

Item 8.    Issue of Options to John Young (Resolution 7)

Listing Rule 10.11 requires the Company to obtain approval from ordinary shareholders before issuing securities
(including shares and options to acquire shares) to a director or an entity controlled by a director. The purpose of
Resolution 7 is to approve the grant of Options to acquire 250,000 Shares to John Young, non-executive Director
of the Company.

The Options the subject of Resolution 7 may be exercised at any time until the expiry date which is 21 February
2010. The exercise price of the Options is $0.308. No consideration is to be paid for the issue of Options and no
funds will be raised by the issue of Options to John Young.

This issue of Options is being made for the purpose of aligning Mr. Young’s interests with that of the Company and
those of the other non-executive Directors. The Options will be granted as soon as practicable after this AGM and
in any event within 1 month.

A statement of the terms of the Options is set out in Schedule 1.

Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8)

In 2006, the ANO Non-Executive Directors and Senior Management Share Plan (the Plan) was established so that
non-executive Directors and Senior Managers could elect to receive all or part of their remuneration by way of fully
paid Shares rather than cash.

The Directors of the Company have now resolved to amend the Plan so that the Plan is open for participation for all
employees determined by the Board to be eligible. The Plan is to be re-named the Advanced Nanotechnology
Limited Salary Sacrifice Share Plan. In all other material respects the terms of the Plan are unchanged.

A summary of the terms of the Plan, as amended, follows:

General
The purpose of the Plan is to allow non-executive Directors and Employees to acquire Shares in the Company as
part or all of their remuneration. As such, the Plan seeks to further align the financial interests of the non-executive
Directors and Employees with the interests of the Company. This acquisition of Shares is intended to be by way of
the issue of Shares but may at the discretion of the Board be by way of acquisition of Shares on market.

Eligibility
Any non-executive Director or Employee may elect to participate in the Plan (Plan Participant). Plan Participants
must nominate the percentage of their remuneration that they wish to make subject to the Plan. This percentage
may be up to 100% of their remuneration.

Share Price
The price per Share, if Shares are issued by the Company, will be the volume weighted average sale price of
Shares on the ASX over the 5 trading days immediately preceding (but excluding) the date of issue of the Shares
or, if Shares are acquired on-market, the price at which the Shares are acquired (Share Price).

Number of Shares Issued or Acquired
The number of Shares that will be issued or acquired under the Plan will be determined according to the formula
set out in the Plan. The formula provides that the number of Shares to be issued to each Plan Participant will be
the amount of that Plan Participant’s remuneration that is subject to the Plan, divided by the Share Price,
determined as set out above. In any event, the maximum number of Shares that may be issued under the Plan
over the 3 years from November 2006 to Directors will not exceed 8,800,000 Shares, being approximately 5% of
the aggregate of the total issued Shares as at the date of the Company’s 2006 AGM and the maximum number of
Shares that may be issued under the Plan to Directors over the 3 years from November 2006.



                                                          -5-
Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8) continued

The Board has resolved that all issues of Shares in lieu of remuneration will be made on the 15th day (or next
following Business Day) of the last month in each calendar quarter (15 March, 15 June, 15 September, and 15
December) in which a Plan Participant has elected to participate in the Plan in respect of a nominated percentage
of his/her remuneration.

In August 2007, certain non-executive Directors elected to receive 100% of their fees for the period 1 July 2007 to
30 June 2008 by way of an issue of Shares under the Plan. The first issue of Shares is expected to take place on
Monday, 17 December 2007 (for the period 1 July 2007 to 31 December 2007).

Disposal Restrictions
Plan Participants will be prohibited from disposing of or granting an interest in the Shares until the earliest to occur
of the tenth anniversary of such purchase or issue; the date the Participating Employee ceases employment with
the Company; or by written consent of the Board. The Company is required to establish a holding lock over the
Shares during the non-disposal period.

Administration of the Plan
The Plan is to be administered by the Board. The Board may make rules and regulations for its operation that are
consistent with the rules of the Plan. Every exercise of discretion by the Board and every decision by the Board as
to the interpretation, effect or application of the rules of the Plan is final, conclusive and binding.

Amendment of Rules
Subject to the Listing Rules, the Board may at any time amend any provision of the Rules but no amendment is to
reduce the rights of any Plan Participant in respect of Shares acquired under the Plan before the amendment.

Termination of the Plan
The Board may resolve at any time to terminate, suspend or reinstate the operation of the Plan.

Listing Rules considerations
Listing Rule 10.11 provides that, unless one of the exceptions to this Listing Rule applies, a listed company must
not issue shares to a related party without the approval of holders of ordinary shares. A director is a related party
for the purposes of this Listing Rule. One of the exceptions to Listing Rule 10.11 is where the related party is a
director who receives the shares under an employee incentive scheme with approval under Listing Rule 10.14.

Pursuant to Listing Rule 10.14, the Company seeks the approval of ordinary Shareholders for the acquisition of
Shares by or on behalf of its non-executive Directors and its executive Director as an Employee pursuant to the
Plan.

Participation in the Plan is open to all Directors of the Company. Currently, there are five non-executive Directors
of the Company who are entitled to participate in the Plan: Harold Clough, David Griffiths, Robert Mangioni, Bruce
Cameron and John Young, subject to approval of Resolutions 2, 3 and 4 respectively. The Company’s two
executive Directors, Paul McCormick and Thibaut Mortier, subject to approval of Resolution 5, will also be entitled
to participate in the Plan as an Employee.

The maximum proportion of a Plan Participant's remuneration which could be provided in the form of Shares is,
subject to Shareholder approval, 100%. The number of Shares to be allocated to Plan Participants will be based
on the weighted average price at which the Company's shares have traded on ASX in the 5 trading days
immediately preceding (and excluding) the day of any allocation. The number of Shares which may be acquired by
Directors cannot be precisely calculated, as it depends on the extent to which each such Plan Participant
participates in the Plan and the price at which Shares are allocated to Plan Participants.

No persons have received securities under the Plan since the Plan was first approved at the Company's 2006
AGM.

No loan will be made available by the Company in connection with the acquisition of Shares by Directors.

If Resolution 8 is approved by Shareholders, Shares will not be issued or purchased under the Plan after 3 years
from the date of the AGM the subject of this Notice without obtaining further Shareholder approval.

Details of any Shares issued under the Plan will be published in each annual report of the Company relating to a
period in which Shares have been issued, and that approval for the issue of Shares was obtained under Listing
Rule 10.14. Approval is sought under Listing Rule 10.14 for Mr Bruce Cameron and Mr John Young to participate
in the Plan as non-executive Directors, subject to Shareholder approval of Resolutions 3 and 4. Any additional
persons who become entitled to participate in the Plan after the date of the AGM the subject of this Notice will not
participate therein until approval is obtained under Listing Rule 10.14.

                                                          -6-
Item 9 – Approval of Advanced Nanotechnology Limited Salary Sacrifice Share Plan (Resolution 8) continued

Resolution 8 also seeks to exempt the issue of Shares under the Plan from the operation of Listing Rule 7.1 for a
period of 3 years from the date of the AGM the subject of this Notice. Broadly speaking, Listing Rule 7.1 prevents
a listed entity from issuing, or agreeing to issue, more than 15% of issued capital in any 12 month period without
the prior approval of holders of ordinary shares.

However, Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within 3 years before
the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an
exception to Listing Rule 7.1.

If Resolution 8 is approved by Shareholders, Shares issued under the Plan during the next 3 years will not have to
be counted in determining the 15% limit under Listing Rule 7.1. This would assist the Company by providing
additional fund raising flexibility.

Definitions

Advanced Nano or the Company means Advanced Nanotechnology Limited ACN 079 845 855.

AGM means the annual general meeting of the Company.

Board means the board of directors of the Company.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Employee means any employee of the Company.

Explanatory Notes means the explanatory notes that accompany and form part of the Notice.

Listing Rules means the listing rules of the Australian Securities Exchange Limited.

Notice or Notice of Meeting means this notice of meeting.

Option means an option to acquire a Share.

Resolution means a resolution referred to in the Notice.

Share means an ordinary share in the capital of the Company.

Shareholder means a holder of a Share.




                                                        -7-
SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The terms and conditions of the Options are as follows:

1.      Each Option confers the right to subscribe for 1 Ordinary Share at the Exercise Price, ranking pari passu
        with existing issued ordinary shares in the capital of the Company.

2.      Each Option is exercisable at $0.308 each (Exercise Price).

3.      Each Option expires at 5.00pm on 21 February 2010 (the Expiry Date), and will automatically lapse if not
        exercised before the Expiry Date.

4.      Options may be exercised in whole or part. The Company must allot and issue to the holder the number of
        Ordinary Shares which corresponds with the number of Options exercised on or before the date of the next
        Board meeting following the valid exercise of Options, and in any event, not later than 15 business days
        after the date of exercise of the Options.

5.      The Options or any interest or right in respect of those Options cannot be assigned. This does not prevent
        the exercise of the Options by the estate of a deceased holder.

6.      Any adjustment to the number of Options and to the exercise price under a reorganisation of the
        Company’s share capital must be made in accordance with the Listing Rules.

7.      Each Option confers the right to participate in bonus issues whereby the holders are allotted or issued such
        additional shares or other securities as if the holder participated in that bonus issue in respect of a holding
        of Ordinary Shares of a number equal to the Ordinary Shares that would have been allotted to the holder
        had he or she exercised those Options immediately before that bonus date. Profits or reserves, as the
        case may be, will be applied in paying up in full those additional shares or other securities.

8.      Other than in respect of a bonus issue, the Options do not entitle the holder to participate in any new issue
        of securities of the Company or any other company, except in the capacity as a shareholder following
        exercise of the Options.

9.      Options will not be quoted but the Company must apply for official quotation on the Australian stock
        exchange of the Ordinary Shares allotted and issued pursuant to the exercise of any Options, as soon as
        practicable after allotment and issue and in any event within 10 business days after allotment and issue.

10.     If a takeover bid causes or is likely to cause a change in control of the Company, the Board has the
        discretion to give holders an immediate right to exercise their Options. This discretion may only be
        exercised to ensure, where possible, that holders are able to exercise the Options within the time available
        to accept the takeover offer.

11.     If a resolution is proposed for the voluntary winding-up of the Company, every unexercised Option will be
        exercisable at any time between the date of the notice and the date the resolution is duly passed or
        defeated or the meeting concluded or adjourned indefinitely, whichever occurs first. If such resolution is
        duly passed all unexercised Options will immediately lapse.




                                                          -8-
                                                                                                                                                                          All correspondence to:
                                                                                                                                                      Computershare Investor Services Pty Limited
                                                                                                                                                                           GPO Box 242 Melbourne
                                                                                                                                                                             Victoria 3001 Australia
                                                                                                                                                       Enquiries (within Australia) 1300 557 010
                                                                                                                                                               (outside Australia) 61 3 9415 4000
                                                                                                                                                                         Facsimile 61 3 9323 2033
                                                                                                                                                                         www.computershare.com

                                                                                                                                                Holder Identification Number (HIN)




I/We being a member/s of Advanced Nanotechnology Limited and entitled to attend and vote hereby appoint




or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in
accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Advanced Nanotechnology Limited to be held at University Club of Western
Australia (Seminar Room 1), Hackett Drive, Nedlands, Western Australia on Wednesday, 21 November 2007 at 3:00PM (WST) and at any adjournment of that meeting.



                            IMPORTANT: FOR ITEMS 6 TO 8 BELOW
                            If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 6 to 8 below, please place a
                            mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that
                            votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the
                            Chairman of the Meeting will not cast your votes on Items 6 to 8 and your votes will not be counted in computing the required majority if a poll is called on these items. The
                            Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.




                                                               For           Against         Abstain*                                                                     For          Against          Abstain*
1             Remuneration Report                                                                         6              Issue of Options to Director -
                                                                                                                         Mr Bruce Cameron

2             Re-election of Director -                                                                   7              Issue of Options to Director -
              Mr Robert Mangioni                                                                                         Mr John Young

3             Appointment of Director -                                                                   8              Approval of Advanced
              Mr Bruce Cameron                                                                                           Nanotechnology Limited
                                                                                                                         Salary Sacrifice Share Plan
4             Appointment of Director -
              Mr John Young

5             Appointment of Director -
              Mr Thibaut Mortier


In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.


* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in
computing the required majority on a poll.




In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.




       ANO                                                    1 9 PR
                                                                                                                                                                         ANO_5_1_053890/000001/000001
How to complete the Proxy Form


1      Your Address
       This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the
       form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any
       changes. Please note, you cannot change ownership of your securities using this form.

2      Appointment of a Proxy
       If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is
       someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this
       section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of
       the company. Do not write the name of the issuer company or the registered securityholder in the space.

3      Votes on Items of Business
       You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in
       accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of
       securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she
       chooses. If you mark more than one box on an item your vote on that item will be invalid.

4      Appointment of a Second Proxy
       You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form
       may be obtained by telephoning the company's Share registry or you may copy this form.

       To appoint a second proxy you must:
        (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that
              form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your
              votes. Fractions of votes will be disregarded.
        (b) return both forms together in the same envelope.

5      Signing Instructions
       You must sign this form as follows in the spaces provided:

          Individual:                   where the holding is in one name, the holder must sign.

          Joint Holding:                where the holding is in more than one name, all of the securityholders should sign.

          Power of Attorney:            to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not
                                        previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form
                                        when you return it.

          Companies:                    where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that
                                        person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a
                                        Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director
                                        or a Company Secretary. Please indicate the office held by signing in the appropriate place.

       If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate
       Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at
       www.computershare.com.

       Lodgement of a Proxy
       This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the
       commencement of the meeting at 3:00PM (WST) on Wednesday, 21 November 2007. Any Proxy Form received after that time will not be valid for the
       scheduled meeting.




Documents may be lodged using the reply paid envelope or:
IN PERSON           Registered Office - 108 Radium Street Welshpool WA 6106
                    Share Registry - Computershare Investor Services Pty Limited, Level 2, 45 St Georges Terrace, Perth WA 6000 Australia
BY MAIL             Registered Office - 108 Radium Street Welshpool WA 6106
                    Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia
BY FAX              61 8 9323 2033
Dear Shareholder

LEGISLATION CHANGE - WHAT THIS MEANS FOR YOU
The Australian Government recently introduced legislation changing the default option
for receiving annual reports to be via a company's website. You will now receive timely,
cost effective and greener online annual reports unless you request a printed version.
To assist us with our commitment to the environment and our focus on cost control, we
further encourage you to provide your email address and receive all your shareholder
communications online. Please refer to the back of this letter to make your
communication selection.




If you have any questions about this letter please contact an investor services
representative on 1300 557 010.

Yours sincerely


Deana Cesari
Company Secretary




                                                                                  ANO_5_1_053890/000001/000003/i
ANO
Replacement Page
ASX Additional Information continued
3. Substantial Shareholders

The names of substantial shareholders who have notified the Company in accordance with section
671B of the Corporations Act 2001 are:

Name                                                      Units                 % of Issued Capital
University of Western Australia                     48,260,323                                  26.60%
Energenics Holdings Pte Ltd                         19,495,680                                  10.75%
Pacific Development Capital Limited                  9,384,419                                   5.17%


4. Voting Rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.

5. On-Market Buy Back

There is no current on-market buy back.

6. Unquoted Equity Securities

The number of unquoted securities, number of holders, and persons currently holding more than
20% or more of the unquoted securities (excluding securities issued under the employee share plan)
are as follows

                                                                                                      Persons holding 20%
                                                                                                      or more (excluding
 ASX                                                                  Number of      Number of        securities issued under
 Code      Options over Ordinary Shares                                  Option        Holders        employee share plan)

 ANOA1 Exercisable at $0.40 and expiring 31 December 2007                666,120                 3    Hawkesbridge Limited
                                                                                                      (501,420)
 ANOAO Exercisable at $0.308 and expiring 21 February 2010               750,000                 3    N/a
 ANOAQ Exercisable at $0.40 and expiring 31 December 2007              3,903,692                 5    Keith Kerridge (1,425,000)
                                                                                                      and Vicki McGrouther
                                                                                                      (1,425,000)
 ANOAS Exercisable at $0.308 and expiring 23 February 2010            11,895,816                 18   N/a
 ANOAU Exercisable at $0.20 and expiring 13 August 2011                2,500,000                 1    N/a
 ANOAU Exercisable at $0.20 and expiring 13 August 2012                  500,000                 1    N/a
 ANOAW Exercisable at $0.20 and expiring 21 June 2012                  1,000,000                 1    N/a
 ANOAY Exercisable at $0.20 and expiring 11 February 2011                200,000                 1    N/a
 ANOAZ Exercisable at $0.308 and expiring 30 June 2012                 4,545,455                 1    Energenics Holdings
                                                                                                      Pte Limited
                                                                      25,961,083                 34




                                                      advanced nanotechnology limited CONCISE FINANCIAL REPORT 2007                51

				
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