NOTICE OF ANNUAL GENERAL MEETING

Data*3 Limited ABN 31 010 545 267

The Annual General Meeting of Data'3 Limited ("Data'3", the "company") will be held at Level 2, Data*3 Centre, 80 Jephson Street, Toowong, Brisbane on Friday 4 November 2005 at 10:30am.

ORDINARY BUSINESS

1. To receive and consider the financial report, directors' report and independent audit report for the year ended 30 June 2005.
1. To adopt the remuneration report for the year ended 30 June 2005.

Note - the vote on this item is advisory only and does not bind the directors or the company.

1. To consider and, if considered fit, to pass the following resolutions as ordinary resolutions:
a) To re-elect as a director of the company Mr Howard Stack who retires in accordance with Rule 5.1 of the company's Constitution and, being eligible, offers himself for re-election.
b) To re-elect as a director of the company Mr Terry Powell who retires in accordance with Rule 5.1 of the company's Constitution and, being eligible, offers himself for re-election.

Note - separate resolutions will be considered in respect of each of the above directors.

EXPLANATORY NOTES

Item 1 - Receive and consider the financial report, directors' report and independent audit report

This item is self-explanatory. It is intended to provide an opportunity for shareholders to raise questions on the reports themselves and on the performance of the company generally.

Item 2 - Adoption of remuneration report (ordinary resolution)

The remuneration report is set out on pages 30-35 of the company's 2005 Annual Report.

This report:

explains the principles used to determine the nature and amount of remuneration paid to directors and senior executives of Data*3 and its controlled entities
explains the link between senior executive remuneration and Data*3's performance
provides details of the actual remuneration elements paid to each director and each senior executive $\bullet$
provides a summary of the Managing Director's service agreement
provides details of any share-based compensation offered to directors and senior executives.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

The board unanimously recommends that shareholders vote in favour of Item 2.

Item 3 - Election of directors (ordinary resolutions)

Information regarding the qualifications, experience, responsibilities and other directorships of Howard Stack and Terry Powell is contained in the company's 2005 Annual Report on pages 17, 18 and 29.

Howard Stack and Terry Powell were last elected at the 2002 Annual General Meeting. If re-elected, Howard and Terry will continue as directors and be subject to retirement by rotation under the company's Constitution.

The board (in each case, in the absence of the relevant director) unanimously recommends that shareholders vote in favour of the re-elections of Howard Stack and Terry Powell.

Dated this 23rd day of September 2005. By order of the Board

Bremner Hill Company Secretary

DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

For the purposes of the meeting, shares in the company will be taken to be held by the persons who are registered as shareholders as at 7:00pm (Sydney time) on Wednesday 2 November 2005.

PROXIES

If you are a shareholder entitled to attend and vote, you are entitled to appoint one or two proxies. If you want to appoint one proxy, please use the form provided. If you want to appoint a second proxy, an additional proxy form may be obtained from the Data*3 share registry (refer to the contact details below) or you may copy the proxy form.

To be effective, the proxy form must be received no later than 48 hours before the commencement of the meeting.

Please refer to the enclosed proxy form for completion and lodgement instructions.

ADMISSION TO MEETING

Shareholders who will be attending the meeting, and who will not be appointing a proxy, are asked to bring the proxy form to the meeting to facilitate prompt admission.

Shareholders who will not be attending the meeting are encouraged to complete and return the proxy form for each of their holdings of Data^*3 shares.

If necessary a replacement proxy form may be obtained from the Data*3 share registry (refer to the contact details below).

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders $-$ as a whole $-$ to ask questions about or make comments on the management of Data*3 at the meeting.

Similarly, a reasonable opportunity will be given to shareholders - as a whole - to ask Data*3's external auditor, Johnston Rorke, questions relevant to:

a) the conduct of the audit;
b) the preparation and content of the auditor's report;
c) the accounting policies adopted by Data^*3 in relation to the preparation of its financial statements; and
d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Johnston Rorke if the question is relevant to the content of Johnston Rorke's audit report or the conduct of its audit of Data*3's financial report for the year ended 30 June 2005. Relevant written questions for Johnston Rorke must be received no later than 5:00pm (Sydney time) on Friday 28 October 2005. A list of any such questions will be made available to shareholders attending the meeting, and Johnston Rorke will either answer the questions or table written responses at the meeting. If written responses are tabled at the meeting they will be made available to shareholders as soon as practicable after the meeting.

Please send any written questions for Johnston Rorke:

to Data*3's share registry refer to the contact details below; or
to Data"3 by fax: 1300 32 82 32, or by Email: [email protected]

by no later than 5:00pm (Sydney time) on Friday 28 October 2005.

CONTACT DETAILS FOR SHARE REGISTRY

ASX Perpetual Registrars Limited Locked Bag A14 SYDNEY SOUTH NSW 1235

Telephone: (02) 8280 7454 Fax: (02) 9287 0309 [email protected] Email:

Please return your Proxy forms to: ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14. Sydney South, NSW, 1235 Telephone: (02) 8280 7454 Facsimile: (02) 9287 0309 ASX Code: DTL Email: [email protected] Website: www.asxperpetual.com.au

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APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance

I/We being a member(s) of Data*3 Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10.30am on Friday, 4 November 2005 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

В To direct your proxy how to vote on any resolution please insert
	For	Against	Abstain*
Resolution 2 To adopt the remuneration report for the year ended 30 June 2005
Resolution 3a To re-elect Mr Howard Stack as a director
Resolution 3b To re-elect Mr Terry Powell as a director

* 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.

$\overline{C}$ SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED
Securityholder 1 (Individual)	Joint Securityholder 2 (Individual)	Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director
constitution and the Corporations Act 2001 (Cwlth).		This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's
		ASX Perpetual Registrars Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and

if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.asxperpetual.com.au).

DTL PRX541

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How to complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. 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 shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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 persons as 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 shares 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.

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, either securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged the Power of Attorney 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 the corporation 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.

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 by 10.30am on Wednesday, 2 November 2005, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the reply paid envelope or:

$-$ by posting, delivery or facsimile to Data*3 Limited's share registry as follows: Data^#3 Limited C/- ASX Perpetual Registrars Limited Locked Bag A14 Sydney South NSW 1235 Facsimile: (02) 9287 0309
delivering it to Level 8, 580 George Street, Sydney NSW 2000.

AI assistant

DATA#3 LIMITED AGM Information 2005

64791_rns_2005-09-28_c77880b3-166f-4793-bea8-6ec41e2cda80.pdf

NOTICE OF ANNUAL GENERAL MEETING