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<SEC-DOCUMENT>0000910662-05-000601.txt : 20051122
<SEC-HEADER>0000910662-05-000601.hdr.sgml : 20051122
<ACCEPTANCE-DATETIME>20051122144924
ACCESSION NUMBER:		0000910662-05-000601
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20051122
FILED AS OF DATE:		20051122
DATE AS OF CHANGE:		20051122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRANA BIOTECHNOLOGY LTD
		CENTRAL INDEX KEY:			0001131343
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-49843
		FILM NUMBER:		051221046

	BUSINESS ADDRESS:	
		STREET 1:		LEVEL 1 100 DORCAS STREET
		STREET 2:		SOUTH MELBOURNE VIC 3205 AUSTRALIA
		CITY:			VICTORIA
		STATE:			C3
		ZIP:			00000
		BUSINESS PHONE:		01161396908537
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>prana6k111605.txt
<DESCRIPTION>PROXY MATERIALS FOR AGM 11/30/05
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 6-K

                        Report of Foreign Private Issuer

                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934

                         For the month of November 2005

                           PRANA BIOTECHNOLOGY LIMITED
                              (Name of Registrant)

          Level 2, 369 Royal Parade, Parkville, Victoria 3052 Australia
                    (Address of principal executive offices)

                  Indicate by check mark whether the registrant files or will
         file annual reports under cover of Form 20-F or Form 40-F.

                           Form 20-F [X] Form 40-F [ ]

                  Indicate by check mark if the registrant is submitting the
         Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

                  Indicate by check mark if the registrant is submitting the
         Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

                  Indicate by check mark whether by furnishing the information
         contained in this Form, the registrant is also thereby furnishing the
         information to the Commission pursuant to Rule 12g3-2(b) under the
         Securities Exchange Act of 1934.

                                 Yes [ ] No [X]

                  If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82-_________

                  This Form 6-K is being incorporated by reference into the
         Registrant's Registration Statement on Form F-3 File No. 333-116232.





<PAGE>


                           PRANA BIOTECHNOLOGY LIMITED

6-K Items


     1.   Form of Notice of Annual  General  Meeting  Incorporating  Explanatory
          Memorandum and Proxy Form for Meeting to be held November 30, 2005.





<PAGE>







                                                                          ITEM 1




<PAGE>












                       [GRAPHIC OMITTED][GRAPHIC OMITTED]






                        NOTICE OF ANNUAL GENERAL MEETING





               Incorporating Explanatory Memorandum and Proxy Form






                                 To Be Held On:
                                 --------------
                      Wednesday, the 30th of November 2005


                                       At:
                                       ---
                                     10:30am


                                       At:
                                       ---
                       Prana Biotechnology Ltd Head Office
                           Level 2, 369 Royal Parade,
                                   Parkville,
                               VICTORIA     3052.


================================================================================
        This is an important document. It should be read in its entirety.
         If you are in doubt as to the course you should follow, consult
                  your financial or other professional adviser.
================================================================================



<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                      NOTICE OF 2005 ANNUAL GENERAL MEETING
                      -------------------------------------

Notice is given that the 2005 Annual General Meeting of Shareholders (the
"Meeting") of Prana Biotechnology Limited (the "Company") will be held at
10.30am on Wednesday the 30th of November, 2005 at the Company Head Office at
Level 2, 369 Royal Parade, Parkville, VICTORIA 3052.

BUSINESS
- --------------------------------------------------------------------------------

2005 ANNUAL FINANCIAL STATEMENTS
To present before the Meeting the Annual Financial Statements of the Company
comprising the Annual Financial Report, the Directors' Report and the Auditor's
Report for the year ending 30 June 2005.

RESOLUTIONS - ORDINARY BUSINESS
- --------------------------------------------------------------------------------

To consider and, if deemed advisable, to adopt the following resolutions as
ordinary resolutions with or without amendment:

Resolution 1:     Re-Election of Mr. Brian Meltzer to Serve as a Director
- -------------     -------------------------------------------------------

                  "That Mr. Brian Meltzer, a Director of the Company, who
                  retires by rotation from office and is eligible for
                  re-election to the office of Director at the Meeting, be and
                  hereby is re-elected as a Director of the Company for a term
                  of up to three years expiring in 2008."

Resolution 2:     Re-Election of Dr. George Mihaly to Serve as a Director
- -------------     -------------------------------------------------------

                  "That Dr. George Mihaly, a Director of the Company, who
                  retires by rotation from office and is eligible for
                  re-election to the office of Director at the Meeting, be and
                  hereby is re-elected as a Director of the Company for a term
                  of up to three years expiring in 2008."

Resolution 3:     Election of Mr. Peter Marks to Serve as a Director
- -------------     --------------------------------------------------

                  "That Mr. Peter Marks, who was appointed by the Company's
                  Board of Directors as a Director of the Company during the
                  year following the 2004 Annual General Meeting of Shareholders
                  as an additional Director on the Company's Board of Directors
                  (as permitted under the Company's Constitution), being
                  eligible for election as a Director of the Company and
                  offering himself for election, be and hereby is elected as a
                  Director of the Company for a term of up to three years
                  expiring in 2008."

Resolution 4:     Increase of Share Plan Pool
- -------------     ---------------------------

                  "That, the Company is hereby authorised to issue up to an
                  aggregate 22,000,000 ordinary shares of the Company or
                  American Depositary Shares of the Company, representing
                  22,000,000 ordinary shares, under and pursuant to the 2004
                  American Depositary Share (ADS) Option Plan and the 2004
                  Employees, Directors' and Consultants' Share and Option Plan."

Resolution 5:     Approval of Previous Issue of Securities to a Consultant
- -------------     --------------------------------------------------------

                  "That the issuance of 825,000 ordinary shares and 413,000
                  unquoted options exercisable at $0.50 on or before 1 February
                  2007, as described and under the terms set forth in the
                  Explanatory Memorandum to the Notice of Meeting, be and hereby
                  is approved."

Resolution 6:     Approval of Grant of Unquoted Options Prof. Colin Masters
- -------------     ---------------------------------------------------------

                  "That, the Company is hereby authorised to grant to Professor
                  Colin Masters unlisted options to purchase 1,000,000 ordinary
                  shares of the Company, exercisable for nil consideration on or
                  before 30 June, 2010. Such options will be granted by the
                  Company under and pursuant to the terms of the 2004
                  Employees', Directors' & Consultants' Share and Option Plan,
                  subject to the adoption thereof at the Meeting (or under any
                  other option plan duly adopted by a majority of the
                  non-employee members of the Board of Directors of the Company
                  or a majority of the members of a committee of non-employee
                  directors established for such purpose). Such options may not
                  be exercised until and unless the price of the Company's
                  ordinary shares has achieved and maintained a minimum value of
                  $1.00 for five consecutive trading days. The ordinary shares
                  issued upon exercise of such options may not be disposed of
                  without the prior consent of the Company's Board of
                  Directors."

- --------------------------------------------------------------------------------
                                  Page 2 of 4
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

Resolution 7:     Approval of Grant of Unlisted Options to Mr. Peter Marks
- -------------     --------------------------------------------------------

                  "That, subject to the approval of Resolution 3 with or without
                  amendment, the Company is hereby authorised to grant to Mr.
                  Peter Marks unlisted options to purchase 300,000 ordinary
                  shares of the Company, exercisable for nil consideration on or
                  before 30 June, 2010. Such options will be granted by the
                  Company under and pursuant to the terms of the 2004
                  Employees', Directors' & Consultants' Share and Option Plan.
                  Such options may not be exercised until and unless the price
                  of the Company's ordinary shares has achieved and maintained a
                  minimum value of $1.00 for five consecutive trading days. The
                  ordinary shares issued upon exercise of such options may not
                  be disposed of without the prior consent of the Company's
                  Board of Directors."


Resolution 8:      Non-Binding Adoption of Remuneration Report
- -------------      -------------------------------------------

                  "That, members hereby adopt the 2005 Remuneration Report as
                  published in the Directors' Report section of the Company's
                  2005 Annual Report."


Date:  Monday 24th October, 2005
- -----

By Order Of The Board


/s/Richard Revelins
- -------------------
Richard Revelins
Company Secretary
Prana Biotechnology Limited




      The accompanying Explanatory Memorandum and the following information for
shareholders form part of this Notice of Meeting.

- --------------------------------------------------------------------------------
                                  Page 3 of 4
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                          INFORMATION FOR SHAREHOLDERS
                          ----------------------------

Voting Exclusion Statement
- --------------------------

In accordance with the Australian Stock Exchange, or ASX, Listing Rule 14, the
Company will disregard votes cast:

     a)   On resolution 5 by:

          o    Prof. Ashley Bush, and
          o    An associate of that person/entity


     b)   On  resolution  4, 6 & 7 by:

          o    A Director of the Company, and
          o    An associate of that person/entity



However, the Company need not disregard a vote if:

     o    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
     o    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.

- --------------------------------------------------------------------------------
                                  Page 4 of 4
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                                   PROXY FORM
                                   ----------

Shareholder's Name
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Please write you name(s) above

Appointment of Proxy
- --------------------------------------------------------------------------------
I/We appoint as 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 or Chairman sees fit) at the Annual General Meeting
(Meeting) of the Company to be held at Level 2, 369 Royal Parade, Parkville,
Victoria 3052 at 10.30am on Wednesday, the 30th of November 2005. (and at any
adjournment thereof).

- -----------      If the Chairman of the Meeting is to be your proxy and you have
                 not directed your proxy how to vote on the items below, please
                 mark 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 any of these 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 these items 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 these items.

- ------------------------------        ------------------------------------------
                                Or            the Chairman of the Meeting
- ------------------------------  --    ------------------------------------------
Name of person you are appointing
(if not the meeting Chairman)
<TABLE>
<CAPTION>

<S>                                                                    <C>                 <C>                  <C>
                                                                             For               Against           Abstain
                                                                       ----------------    ----------------    ----------------
Resolution 1:     Re-Election of Mr. Brian Meltzer to Serve as a
- -------------     Director
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 2:     Re-Election of Dr. George Mihaly to Serve as a
- -------------     Director
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 3:     Election of Mr. Peter Marks to Serve as a
- -------------     Director
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 4:     Increase of Share Plan Pool
- -------------
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 5:     Approval of Previous Issue of Securities to a
- -------------    Consultant
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 6:     Approval of Grant of Unquoted Options to Prof.
- -------------     Colin Masters
                                                                       ----------------    ----------------    ----------------
                                                                        ----------------    ----------------    ----------------
Resolution 7:     Approval of Grant of Unquoted Options to Mr.
- -------------     Peter Marks
                                                                       ----------------    ----------------    ----------------
                                                                       ----------------    ----------------    ----------------
Resolution 8:     Non-Binding Adoption of Remuneration Report
- -------------
                                                                       ----------------    ----------------    ----------------
</TABLE>

  * 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.

Appointing a Second Proxy
- ----------------------------------------          ------------------------------
                                           Or                                 %
- ----------------------------------------   --     ------------------------------
The number of shares applicable to this                The percentage of your
proxy form                                             voting rights

Contact Telephone Number
- ---------------------------------------------------------------------------
               -
- ---------------------------------------------------------------------------
 Area Code                            Telephone Number

<TABLE>
<CAPTION>
Signature(s)
          Shareholder 1                             Shareholder 2                                Shareholder 3
          -------------                             -------------                                -------------
<S>                                       <C>                                     <C>
- ------------------------------------      -----------------------------------     ---------------------------------------------

- ------------------------------------      -----------------------------------     ---------------------------------------------
             Director                            Director/Secretary                       Sole Director and Secretary
- ------------------------------------
   Company Seal (if required)             Proxies may be lodged by fax on (03) 9824 8161,  mailed to PO Box 8046,  Armadale,
                                          Victoria,  3143 or delivered to the Company's  registered  office at Suite 2, 1233
                                          High  Street,  Armadale,  Victoria,  3143.  To be  valid,  a  proxy  form  must be
                                          received at the  nominated  address of the  Company not less than 48 hours  before
                                          the time  appointed for the General  Meeting.  For  assistance in completing  this
                                          form, please refer to the accompanying instructions.
- ------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
                                  Page 1 of 2

<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

Proxy Instructions
- ------------------

A member who is entitled to vote at a meeting may appoint:

     (a)  one proxy if the member is only entitled to one vote; and

     (b)  one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent
a specific proportion of the member's voting rights. If the appointment does not
specify the proportion or number of votes each proxy may exercise, each proxy
may exercise half of the votes in which case any fraction of votes will be
disregarded.

The proxy form (and the power of attorney or other authority, if any, under
which the proxy form is signed) or a copy or facsimile which appears on its face
to be an authentic copy of the proxy form (and proof of the power of attorney or
other authority satisfactory to the Directors) must be lodged at or sent by
facsimile transmission to the registered office of the Company at Suite 2, 1233
High Street, Armadale, Victoria, 3143, or facsimile +61 3 9824 8161, not less
than 48 hours before the Meeting, or adjourned meeting as the case may be, at
which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised
in writing or, if the member is a corporation, in a manner permitted by the
Australian Corporations Act 2001. A proxy given by a foreign corporation must be
executed in accordance with the laws of that corporation's place of
incorporation.
The proxy may, but need not, be a member of the Company.
A proxy form is attached to this Notice.

Statement Regarding Undirected Proxies
- --------------------------------------

As disclosed on the proxy form it is the intention of the Chairman of the
Meeting to vote any undirected proxies in favour of all resolutions. Pursuant to
changes to the ASX Listing Rules, which came into effect for shareholder
meetings held after 1 January 2002, the proxy from is required to contain
certain disclosures regarding the voting intentions of the Chairman regarding
undirected proxies. Shareholders are advised to read the proxy form carefully.
By marking the box at the top of the proxy form, proxy holders acknowledge that
the Chairman may exercise your proxy even if he has an interest in the outcome
of the resolution and votes cast by him other than as proxy holder will be
disregarded because of that interest. If you do not mark the box at the top of
the proxy form or alternatively each resolution your proxy may be considered
invalid.

Corporate Representatives
- -------------------------

Any corporation which is a member of the Company may authorise (by certificate
under common seal or other form of execution authorised by the laws of that
corporation's place of incorporation, or in any other manner satisfactory to the
chairperson of the Meeting) a natural person to act as its representative at any
general meeting.

Voting Entitlement
- ------------------

For the purposes of the Australian Corporations Act 2001 and corporations
Regulations, shareholders entered on the Company's Register of Members as at
5:00pm, 28 November 2005 are entitled to attend and vote at the meeting. On a
poll, members have one vote for every fully paid ordinary share held. Holders of
options are not entitled to vote.

- --------------------------------------------------------------------------------
                                  Page 2 of 2
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                             EXPLANATORY MEMORANDUM
                             ----------------------

This Explanatory Memorandum dated 24th October 2005, has been issued by Prana
Biotechnology Limited ABN: 37 080 699 065 (the "Company"). This Explanatory
Memorandum forms part of, and should be read in conjunction with, the Notice of
2005 Annual General Meeting of the Company scheduled to be held on 30th
November, 2005, to which this Explanatory Memorandum is attached. This
Explanatory Memorandum has been prepared to assist shareholders of the Company
in the consideration of the resolutions proposed in the Notice of 2005 Annual
General Meeting.

The Board of Directors of the Company recommends that shareholders vote in
favour of the Resolutions described in this Explanatory Memorandum. Certain
Directors withhold their recommendation in regard to specific resolutions, where
the passing of the specific resolution may result in a benefit to that Director,
in accordance with the Australian Stock Exchange, or ASX, Listing Rule 14, as
detailed in the Voting Exclusion Statement attached to the Notice of Meeting.


Presentation of 2005 Annual Financial Statements
- --------------------------------------------------------------------------------

The 2005 Annual Financial Statements of the Company will be presented to the
shareholders at the Meeting, in accordance with the Australian Corporations Act
2001. Shareholders will be given the opportunity to ask the Board of Directors
and a representative of the accounting firm that audited the Company's Financial
Statements questions in respect of the 2005 Annual Financial Statements.


Resolutions - Ordinary Business
- --------------------------------------------------------------------------------

Resolution 1.     Re-Election of Mr. Brian Meltzer to Serve as a Director
- -------------     -------------------------------------------------------

                  At each Annual General Meeting of the Company, one third of
                  the directors of the Company (except a Managing Director) must
                  retire from office by rotation, in accordance with the
                  Company's Constitution. No director (except a Managing
                  Director) shall retain office for a period in excess of three
                  years without submitting himself or herself for re-election. A
                  director who retires from office by rotation and is eligible
                  for re-election may offer him or herself for re-election.

                  Mr. Meltzer, aged 51, an Independent Non Executive Director of
                  the Company since 9 December 1999, is a merchant banker with
                  the international investment bank Babcock & Brown. He has 22
                  years experience in finance, including 12 years at AIDC Ltd
                  where he was Director of Investment Advisory Services.

                  Mr. Meltzer currently serves as the Chairman of the Audit,
                  Risk and Compliance Committee, the Remuneration Committee and
                  the Nomination Committee and was last re-elected by
                  shareholders at the 2002 AGM.

Resolution 2.     Re-Election of Dr. George Mihaly to Serve as a Director
- -------------     -------------------------------------------------------

                  At each Annual General Meeting of the Company, one third of
                  the directors of the Company (except a Managing Director) must
                  retire from office by rotation, in accordance with the
                  Company's Constitution. No director (except a Managing
                  Director) shall retain office for a period in excess of three
                  years without submitting himself or herself for re-election. A
                  director who retires from office by rotation and is eligible
                  for re-election may offer him or herself for re-election.

                  Dr. Mihaly, aged 52, a Non-Executive Director of the Company
                  since 9 December 1999 has had an extensive and successful
                  career spanning the research and commercial facets of the
                  pharmaceutical industry.

                  During the period from mid 1994 to early 2000, Dr. Mihaly was
                  founding Executive Chairman and Managing Director of
                  Synermedica Pty Ltd - one of Australia's leading independent
                  consultant research organizations (CRO) to the pharmaceutical
                  industry. Synermedica merged with the Global CRO, Kendle
                  International Inc., in April 2000 and Dr. Mihaly continued as
                  Managing Director of the merged entity in Australia until
                  December 2004.

                  Dr. Mihaly is a member of the Remuneration Committee and the
                  Audit Risk and Compliance Committee, and was last re-elected
                  by shareholders at the 2002 AGM.

- --------------------------------------------------------------------------------
                                  Page 1 of 6
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

Resolution 3.     Election of Mr. Peter Marks to Serve as a Director
- -------------     --------------------------------------------------

                  Mr Marks, aged 49, has extensive experience in the areas of
                  corporate finance advice and venture capital investment,
                  having specialised in capital raisings (for listed and
                  unlisted companies), underwriting and initial public offerings
                  since 1983 in London and Australia. He obtained a Bachelor of
                  Economics, Bachelor of Laws and Graduate Diploma in Commercial
                  Law from Monash University and completed his MBA at The
                  Scottish School of Business (University of Edinburgh). He has
                  served as an Associate Director of McIntosh Securities (now
                  Merrill Lynch Australia) as well as occupying senior corporate
                  finance positions both at Baring Securities Ltd and Burdett
                  Buckeridge & Young Ltd in their Melbourne offices. Between
                  1985 and 1991, Mr Marks was responsible for advising on a
                  substantial number of listed and unlisted company issues
                  ranging from corporate and company structure, valuations,
                  business strategies, acquisitions and international
                  opportunities. In 1992, Mr Marks was appointed Head of the
                  Melbourne Companies Department at the Australian Stock
                  Exchange.

                  Between 1995 and 1998, Mr Marks was Managing Director of a
                  boutique corporate advisory and venture capital firm working
                  with a wide range of small to medium sized companies, raising
                  new capital for them either by way of private placement or
                  listing on the Australian Stock Exchange. Mr Marks was also a
                  founding director of Momentum Funds Management Pty Ltd, one of
                  the first venture capital funds to be licensed under the
                  Federal Government's Innovation Investment Fund program, a new
                  venture capital program established in 1997.

                  From 1998 to early 2001 Mr Marks was employed at KPMG
                  Corporate Finance Ltd (Australia) and during this time became
                  a Director and responsible for heading up the equity capital
                  markets group in Melbourne. In this role, Mr Marks helped
                  develop the team's capabilities in the equity markets area and
                  was responsible for generating several IPO projects as well as
                  assisting with the funding for a range of private equity
                  transactions. Mr Marks is currently a Director of Prana
                  Biotechnology Ltd, Select Vaccines Ltd and Peregrine Corporate
                  Ltd.

                  Mr Marks currently serves as Executive Chairman of Premier
                  Bionics Ltd and was last re-elected by shareholders at the
                  2003 AGM.

         GENERAL OPTION TERMS
         --------------------

         In regards to all options  mentioned in Resolutions 4, 5, 6, & 7,, the
         following general terms apply:

          o    There are no participating rights or entitlements inherent in the
               options and holders  will not be entitled to  participate  in new
               issues of capital offered to shareholders  during the currency of
               the options. The Company will ensure that options holders will be
               allowed  at least  10  business  days  notice  to  allow  for the
               conversion of options prior to the Record Date in relation to any
               offer of securities made to shareholders.

          o    In the event of any reconstruction (including consolidation,  sub
               division,  reduction  or  return)  of the  issued  capital of the
               Company  prior to the Expiry  Date,  the number of options or the
               exercise price of the options or both shall be  reconstructed  in
               accordance with the Listing Rules.

Resolution 4.     Increase of Share Plan Pool
- -------------     ---------------------------

                  The Company currently has two Share Plans, the 2004 ASX Plan
                  (for securities issued to Australian directors, employees and
                  consultants) and the 2004 ADS Plan (for securities issued to
                  US based directors, employees and consultants) (the "Share
                  Plans"). These plans were approved at the 2004 Annual General
                  Meeting of the Company.

                  The Company is seeking shareholder approval to increase the
                  Share Plan Pool ("Pool") by 10,000,000 securities.

                  A Pool of 12,000,000 securities was approved at the 2004 AGM.
                  Of this Pool, 428,439 shares have been issued and 6,500,000
                  options to purchase ordinary shares have been granted, being a
                  total of 6,928,439 securities.

                  Subject to Resolutions 6 and 7 being approved, there will be a
                  further 1,300,000 options granted under the 2004 ASX Plan,
                  meaning a total of 8,228,439 securities would have been
                  granted out of the currently approved Share Plan Pool.

                  The Board of Directors of the Company believes that the
                  increase in the Share Plan Pool is necessary in order for it
                  to continue to:

                    a)   Provide eligible  persons with an additional  incentive
                         to work to improve the performance of the Company;

                    b)   Attract and retain eligible  persons  essential for the
                         continued growth and development of the Company;

- --------------------------------------------------------------------------------
                                  Page 2 of 6
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                    c)   Promote and foster loyalty and support amongst eligible
                         persons for the benefit of the Company;

                    d)   Enhance  the  relationship   between  the  Company  and
                         eligible  persons for the long term  mutual  benefit of
                         all parties; and

                    e)   Provide an alternative to cash payments.

                  As such, the Company is seeking shareholder approval to
                  increase the Share Plan Pool by 10,000,000 securities.

                  An eligible person under the Share Plans is defined as a
                  director, consultant or employee to the Company, or its
                  subsidiaries. A director may not receive any securities in the
                  Company, pursuant to a Share Plan or otherwise, without prior
                  shareholder approval as per ASX Listing Rules 10.11 and 10.14.

                  Under the 2004 ASX Plan, the Company may issue securities of
                  the Company traded on the Australian Stock Exchange, and under
                  the 2004 ADS Plan the Company may issue American Depository
                  Shares ("ADSs") of the Company reported on the NASDAQ SmallCap
                  Market. The Board of Directors believes that the approval of
                  the increase in the Share Plan Pool by the shareholders is
                  essential to allow the Company and its subsidiaries to be able
                  to continue to attract, motivate and retain valuable human
                  capital, whose present and potential contribution are
                  important to the Company's interests, development and success.

                  According to ASX Listing Rule 10.14, any issue of securities
                  to a director of the Company is subject to shareholder
                  approval at a meeting of shareholders; the director and
                  his/her associates are excluded from voting in regards to such
                  resolutions. As such, the Company is seeking shareholder
                  approval in Resolutions 6 & 7 to issue securities under the
                  Plans.

         THE 2004 ADS PLAN
         -----------------

         The purpose of the 2004 ADS Plan is to promote the interests of the
         Company and its non-Australian based employees, officers, consultants,
         independent contractors and directors.

         Options granted under the 2004 ADS Plan may be incentive stock options,
         as provided in Section 422 of the Internal Revenue Code of 1986, as
         amended, or the Code, or non-qualified stock options. Incentive stock
         options may only be granted to employees of the Company and its
         subsidiaries (including, without limitation, officers and directors who
         are also employees of the Company and its subsidiaries) and may not be
         granted to any owner of 10% or more of the total combined voting power
         of all classes of stock of the Company and its subsidiaries, or a 10%
         Holder. To the extent that the aggregate fair market value, determined
         on the date that an option is granted, of ADSs with respect to which
         incentive stock options are exercisable for the first time by an
         optionee during any calendar year exceeds $100,000, such option shall
         be treated as a non-qualified stock option.

         Under the 2004 ADS Plan, the Company is be entitled to grant to
         employees, officers, consultants, independent contractors and directors
         of the Company or any of its subsidiaries, from time to time, options
         to purchase American Depositary Shares, or ADSs, of the Company. The
         number of ADSs with respect to which options may be granted to any
         employee under the 2004 ADS Plan in any calendar year shall not exceed
         500,000 ADSs, representing 5,000,000 ordinary shares of the Company.
         ADSs that are forfeited under the terms of the 2004 ADS Plan and ADSs
         that are the subject of options that expire unexercised or which are
         otherwise surrendered by an optionee without receiving any payment or
         other benefit with respect thereto may again become available for new
         option grants under the 2004 ADS Plan.

         The 2004 ADS Plan administered by a Share Plan Committee. The Committee
         has authority, in its sole discretion, to grant options under the 2004
         ADS Plan, to interpret the provisions of the 2004 ADS Plan and to
         prescribe, amend, and rescind rules and regulations relating to the
         2004 ADS Plan or any options granted thereunder as it may deem
         necessary or advisable. All decisions made by the Committee pursuant to
         the provisions of the 2004 ADS Plan shall be final, conclusive and
         binding on all persons.

         The type of option (incentive stock option or non-qualified stock
         option), exercise price, option term and vesting schedule of options
         granted under the 2004 ADS Plan are determined by the Committee, in
         accordance with the provisions of the ADS Plan, and specified in an
         option agreement by and between the Company and the optionee, subject
         to the terms of the 2004 ADS Plan. The exercise price per each ADS will
         be determined by the Committee at the time any option is granted,
         however the exercise price of an incentive stock option will not be
         less than 100% of the fair market value of such ADS on the date of the
         grant and the price of an incentive stock option granted to a 10%
         Holder will not be less than 110% of the fair market value of such ADS
         on the date of the grant. Options granted under the 2004 ADS Plan will
         not be exercisable after the expiration of ten years from the date of
         grant, and in the case of an incentive stock option granted to a 10%
         Holder, the term of the option will be five years from the date of
         grant or such shorter term as may be provided in the option agreement.
         The options will vest over a four year period in four equal
         installments, 25% at the end of each year from the date of grant,
         unless otherwise provided by the Committee in an option agreement.

- --------------------------------------------------------------------------------
                                  Page 3 of 6
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

         Options granted under the 2004 ADS Plan are not assignable or
         transferable by the grantee, other than by will or the laws of descent
         and distribution, and may be exercised during the lifetime of the
         grantee only by the grantee or his guardian or legal representative

         THE 2004 ASX PLAN
         -----------------

         The 2004 ASX Plan is administered by a Share Plan Committee. The
         Committee has authority, in its sole discretion, to issue share and
         grant options under the 2004 ASX Plan, to interpret the provisions of
         the 2004 ASX Plan and to prescribe, amend, and rescind rules and
         regulations relating to the 2004 ASX Plan or any issue or grant
         thereunder as it may deem necessary or advisable. All decisions made by
         the Committee pursuant to the provisions of the 2004 ASX Plan shall be
         final, conclusive and binding on all persons.

         The number of shares issued or options granted, the exercise price and
         option term or options granted, the vesting schedule and escrow periods
         of shares issued and options granted, under the 2004 ASX Plan are
         determined by the Committee, in accordance with the provisions of the
         ASX Plan, and specified in an offer document from the Company and
         accepted by the eligible person, subject to the terms of the 2004 ASX
         Plan. Options granted under the 2004 ASX Plan will be unlisted and
         exercisable at an exercise price equal to less than market value of an
         ordinary share on the ASX at the date of grant, as set forth in the
         2004 ASX Plan, or such other exercise price that the Committee
         determines to be appropriate under the circumstances. The term of an
         option granted under the 2004 ASX Plan will be determined by the
         Committee; however no option will be exercisable after the expiration
         of ten years from the date of its grant. Except as otherwise provided
         in the 2004 ASX Plan or determined by the Committee and set forth in an
         offer document, the issuance of shares and exercise of options granted
         under the 2004 ASX Plan will either (i) be subject to an escrow, under
         which such shares or options cannot be disposed of or exercised,
         respectively, within six months from the date of issue or grant (or 12
         months if issued or granted to a director); or (ii) will vest over a
         four year period in four equal installments, 25% at the end of each
         year from the date of grant. Shares issued and options granted under
         the 2004 ASX Plan may be subject to other performance criteria and
         hurdles, as determined by the Committee.

         Approval is being sought under ASX Listing Rule 7.2 exception 9 so that
         an issue under the Plan will be an exception to Listing Rule 7.1.

Resolution 5.     Approval of Previous Issue of Securities to a Consultant
- -------------     --------------------------------------------------------

                  According to ASX Listing Rule 7.1, an entity must not issue or
                  agree to issue equity securities exceeding 15% of the share
                  capital of the Company within a 12 month period without
                  shareholder approval. ASX Listing Rule 7.4 provides for a
                  Company to refresh its 15% capacity by obtaining subsequent
                  approval for a prior issue of securities, as long as at the
                  time of the issue, the Company did not breach ASX Listing Rule
                  7.1. As such, the Company is seeking shareholder approval of
                  the prior issue of ordinary shares and grant of options to
                  purchase ordinary shares under Resolution 5 in order to have
                  the flexibility to issue up to 15% of the Company's share
                  capital in a rolling 12 month period.

                  The Company was originally established to develop and
                  commercialize Prof. Bush's findings that toxicity associated
                  with Alzheimer's disease is due to aberrant behaviour by
                  metals in the brain, namely zinc and copper, binding to
                  proteins. Prof. Bush has been an integral part of the Company
                  since it was founded in 1997. His demonstration of a long-term
                  commitment to the Company, in addition to the successful
                  clinical trial of our first compound for the treatment of
                  Alzheimer's disease, reinforces the Company's belief that
                  Prof. Bush's contribution to the Company is essential in its
                  mission to develop therapeutic drugs designed to treat this
                  malignant condition.

                  On February 25 2004, the Company announced that it had entered
                  into a new consultancy agreement with Professor Ashley Bush
                  MD, PhD, of Harvard Medical School, under which Prof. Bush
                  agreed to provide the Company with consulting services for a
                  period of ten years. In consideration for his services, we
                  agreed to pay Prof. Bush and annual consulting fee of
                  US$100,000. Prof. Bush is also entitled to receive 1,650,000
                  ordinary shares and options to purchase 825,000 ordinary
                  shares at an exercise price of $0.50 per share, over the life
                  of the contract.

                  At the 2004 AGM dated 17 November 2004, the Company received
                  shareholder approval for the prior issuance of 825,000
                  ordinary shares and 412,000 options according to the terms
                  explained above.

                  On the 10th of August 2005, the Company issued the balance of
                  securities, being 825,000 ordinary shares and 413,000 unquoted
                  options exercisable at $0.50 on or before 1 February 2007 (ASX
                  Code PBTAS), as per the terms of the consultancy agreement
                  mentioned above.
- --------------------------------------------------------------------------------
                                  Page 4 of 6
<PAGE>
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- --------------------------------------------------------------------------------

Resolution 6.   Approval of Grant of Unquoted Options to Professor Colin Masters
- -------------   ----------------------------------------------------------------

                  In recognition of Prof. Colin Masters' future contributions to
                  the growth and success of the Company, the Company seeks
                  shareholder approval, in accordance with ASX Listing Rule
                  10.14, to issue to Prof. Masters 1,000,000 unlisted options to
                  purchase ordinary shares of the Company, exercisable for nil
                  consideration on or before 30 June 2010. Such options will be
                  granted by the Company under and pursuant to the terms of the
                  2004 Employees', Directors' & Consultants' Share & Option Plan
                  ("2004 ASX Plan").

                  The options will be held in escrow for one year from date of
                  grant. In addition, the vesting terms of these option grants
                  will provide that these options may not be exercised until and
                  unless the price of the Company's ordinary shares has achieved
                  and maintained a minimum value of $1.00 for five consecutive
                  trading days. Further, under the terms of this option grant,
                  Prof. Masters will not be entitled to dispose of the ordinary
                  shares issued to him upon exercise of these options without
                  the prior consent of the Company's Board of Directors. If
                  approved by the shareholders, such options will be granted to
                  the forgoing directors within three years from the date of the
                  Meeting. Details of any securities issued under the Plan will
                  be published in the Annual Report of the Company, relating to
                  the period in which the securities are issued, naming that
                  shareholder approval was obtained under ASX Listing Rule
                  10.14.

                  Since the 2004 Annual General Meeting, the following Directors
                  were granted options under the 2004 ASX Plan, under the same
                  terms and conditions mentioned above (ASX Code PBTAW):

                          -------------------------  -------------
                                    NAME               AMOUNT
                          -------------------------- -------------
                          Mr. Geoffrey Kempler        1,000,000
                          -------------------------- -------------
                          Dr. George Mihaly             300,000
                          -------------------------- -------------
                          Mr. Brian Meltzer             300,000
                          -------------------------- -------------
                          Total                       1,600,000
                          ========================== =============

                  Using The Barrier Model to valuate these options as follows:

                         Volatility measured over 57 months: 84.30%
                         Escrow period: 12 months
                         Risk Free Rate: 5.13% (5 year Government Bonds)
                         Share price as at date of calculation: $0.195
                         Exercise Price: $0.00

                  The value of the options according to this model is estimated
                  at AU$0.1815 per option.

                  This resolution was proposed and approved by shareholders at
                  the 2004 Annual General Meeting dated the 17th of November
                  2004, however the securities were not allotted within the
                  required time frame. The resolution has therefore been
                  resubmitted for shareholder approval.

Resolution 7.     Approval of Grant of Unquoted Options to Mr. Peter Marks
- -------------     --------------------------------------------------------

                  In recognition of Mr. Peter Marks' future contributions to the
                  growth and success of the Company, the Company seeks
                  shareholder approval, in accordance with ASX Listing Rule
                  10.14, to issue to Mr. Marks 300,000 unlisted options to
                  purchase ordinary shares of the Company, exercisable for nil
                  consideration on or before 30 June 2010. Such options will be
                  granted by the Company under and pursuant to the terms of the
                  2004 Employees', Directors' & Consultants' Share & Option
                  Plan.

                  The options will be held in escrow for one year from date of
                  grant. In addition, the vesting terms of these option grants
                  will provide that these options may not be exercised until and
                  unless the price of the Company's ordinary shares has achieved
                  and maintained a minimum value of $1.00 for five consecutive
                  trading days. Further, under the terms of this option grant,
                  Mr. Marks will not be entitled to dispose of the ordinary
                  shares issued to him upon exercise of these options without
                  the prior consent of the Company's Board of Directors. If
                  approved by the shareholders, such options will be granted to
                  the forgoing directors within three years from the date of the
                  Meeting. Details of any securities issued under the Plan will
                  be published in the Annual Report of the Company, relating to
                  the period in which the securities are issued, naming that
                  shareholder approval was obtained under ASX Listing Rule
                  10.14.

- --------------------------------------------------------------------------------
                                  Page 5 of 6
<PAGE>
                                                               [GRAPHIC OMITTED]
- --------------------------------------------------------------------------------

                  Since the 2004 Annual General Meeting, the following Directors
                  were granted options under the 2004 ASX Plan, under the same
                  terms and conditions mentioned above (ASX Code PBTAW):

                          -------------------------  -------------
                                    NAME               AMOUNT
                          -------------------------- -------------
                          Mr. Geoffrey Kempler        1,000,000
                          -------------------------- -------------
                          Dr. George Mihaly             300,000
                          -------------------------- -------------
                          Mr. Brian Meltzer             300,000
                          -------------------------- -------------
                          Total                       1,600,000
                          ========================== =============

                  Using The Barrier Model to valuate these options as follows:

                           Volatility measured over 57 months: 84.30%
                           Escrow period: 12 months
                           Risk Free Rate: 5.13% (5 year Government Bonds)
                           Share price as at date of calculation: $0.195
                           Exercise Price: $0.00

                  The value of the options according to this model is estimated
                  at AU$0.1815 per option.

                  The grant of options to Mr. Marks is subject to Resolution 3
                  being approved with or without amendment.

Resolution 8.     Non-Binding Adoption of Remuneration Report
- -------------     -------------------------------------------

                  Pursuant to the Corporations Act 2001 the Annual General
                  Meeting of a listed company must propose a resolution that the
                  Remuneration Report be adopted. Also pursuant to the
                  Corporation Act, the vote on this Resolution is advisory only
                  and does not bind either the directors or the Company.

                  The purpose of Resolution 8 is to lay before the Shareholders
                  the Company's Non-binding Remuneration Report so that
                  Shareholders may ask questions about or make comments on the
                  management of the Company in accordance with the requirements
                  of the Corporations Act 2001 and vote on a non-binding
                  resolution to adopt the Remuneration Report for the year ended
                  30 June 2005.

- --------------------------------------------------------------------------------
                                  Page 6 of 6
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            Prana Biotechnology Limited


                                            /s/ Richard Revelins
                                            --------------------
                                            By: Richard Revelins
                                            Chief Financial Officer


Date: November 22, 2005



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