DATA#3 LIMITED — AGM Information 2007

Oct 1, 2007

NOTICE OF ANNUAL GENERAL MEETING

Data[#] 3 Limited

ABN 31 010 545 267

==> picture [58 x 89] intentionally omitted <==

The Annual General Meeting of Data[#] 3 Limited (“Data[#] 3”, the “company”) will be held at 10:30am on Friday 2 November 2007 at Level 2, Data[#] 3 Centre, 80 Jephson Street, Toowong, Brisbane, Queensland.

ORDINARY BUSINESS

Item 1 - Chairman’s and Managing Director’s addresses

The Chairman’s and Managing Director’s reports on results and activities during the financial year ended 30 June 2007, and plans for the year ended 30 June 2008.

Item 2 – Financial report

To receive and consider the financial report, directors’ report and independent audit report for the year ended 30 June 2007.

To consider and to adopt the following non-binding resolution:

• To adopt the remuneration report for the year ended 30 June 2007. (Note – the vote on this item is advisory only and does not bind the directors or the company).

Item 3 – Election of director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

• To re-elect as a director of the company Mr Richard Anderson who retires in accordance with Rule 5.1 of the company’s Constitution and, being eligible, offers himself for re-election.

SPECIAL BUSINESS

Item 4 – Approval of the Data[#] 3 Limited Deferred Share and Incentive Plan

To consider and, if thought fit, pass the following resolution as a special resolution:

• That, for the purposes of Listing Rule 7.2 exception 9 (as an exception to Listing Rule 7.1), section 260C(4) of the Corporations Act, and for all other purposes, approval is hereby given for all shares issued or acquired (as the case may be) under the “Data[#] 3 Limited Deferred Share and Incentive Plan” which is to be constituted and administered in accordance with the Terms and Conditions of the Data[#] 3 Limited Deferred Share and Incentive Plan which are tabled by the Chairman at the Meeting and marked “A” for identification purposes.

Item 5 – Approval of the Data[#] 3 Limited Employee Share Ownership Plan

To consider and, if considered fit, pass the following resolution as a special resolution:

• That, for the purposes of Listing Rule 7.2 exception 9 (as an exception to Listing Rule 7.1), section 260C(4) of the Corporations Act, and for all other purposes, approval is hereby given for all shares issued or acquired (as the case may be) under the “Data#3 Limited Employee Share Ownership Plan” which is to be constituted and administered in accordance with the Terms and Conditions of the Data[#] 3 Limited Employee Share Ownership Plan which are tabled by the Chairman at the Meeting and marked “B” for identification purposes.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11.1, the company will disregard any votes cast on Item 4 and Item 5 by:

• any eligible employee and their associates; and

• any director of the company and their associates.

However, the company need not disregard a vote if:

• (a) 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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

Dated this 28[th] day of September 2007. 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 31 October 2007.

PROXIES

If you are a shareholder entitled to attend and vote, you may choose 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 lodgment instructions.

ADMISSION TO MEETING

Shareholders who will be attending the meeting, and not 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 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 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 2007. Relevant written questions for Johnston Rorke must be received no later than 5:00pm (Sydney time) on Monday 22 October 2007. 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: info@data3.com.au by no later than 5:00pm (Sydney time) on Monday 22 October 2007.

CONTACT DETAILS FOR SHARE REGISTRY

Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235 Telephone: (02) 8280 7454 Fax: (02) 9287 0303 Email: registrars@linkmarketservices.com.au

EXPLANATORY NOTES

Item 2 – Receive and consider the financial report, directors’ report and independent audit report

This item provides 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 23-27 of the company’s 2007 Annual Report.

This report:

• explains the principles used to determine the nature and amount of remuneration paid to key management personnel of Data[#] 3 and its subsidiaries

• explains the link between the remuneration of key management personnel and Data[#] 3’s performance

• provides details of the actual remuneration elements paid to key management personnel

• provides a summary of the terms of employment of the Managing Director and other key management personnel

• provides details of any share-based compensation offered to key management personnel.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. The vote on this resolution is advisory only and does not bind the directors or the company. The Board recommends that shareholders vote in favour of adopting the remuneration report.

Item 3 – Election of director (ordinary resolution)

Information regarding the qualifications, experience, responsibilities and other directorships of Richard Anderson is contained in the company’s 2007 Annual Report on pages 14 and 22.

Richard Anderson was last elected at the 2004 Annual General Meeting. If re-elected, Richard will continue as director and be subject to retirement by rotation under the company’s Constitution.

The directors unanimously recommend that shareholders vote in favour of Richard’s reelection.

Item 4 – Approval of the Data[#] 3 Limited Deferred Share and Incentive Plan (special resolution)

The company seeks shareholder approval for the introduction of the Deferred Share and Incentive Plan (“DSIP”).

Background

In 1997, the company introduced the Data[#] 3 Limited Employee Option Plan. Since that time, there have been many developments in Corporate Governance and the current market trend is that option plans are declining in popularity.

Current market practices suggest that performance rights and performance share plans are the most favoured vehicle for new plans that have been implemented in the last 12 – 24 months, both to attract and retain key talent and as long term incentives to align the interests of senior employees with those of shareholders. Approximately 36% of the marketplace uses performance shares and 18% performance rights plans. (Data source: Link Market Services Limited)

The Deferred Share and Incentive Plan

Based on the above advice, the Board wishes to establish and operate a transparent plan, with performance conditions such as Total Shareholder Return and/or Earnings Per Share Growth. As such, the Board wishes to introduce the Deferred Share and Incentive Plan (“DSIP”) which aims to:

• (a) align the interests of Participants and shareholders by encouraging Participants to have a personal interest in the future growth and development of the company;

• (b) provide Eligible Employees with a medium and long-term incentive plan which recognises ongoing contribution to the achievement by the company of medium and long term strategic goals;

• (c) assist in making remuneration packages of Eligible Employees consistent with market practice by providing an opportunity to invest in the company;

• (d) provide a means of attracting and retaining skilled and experienced employees; and

• (e) support a culture of employee share ownership.

The existing Data[#] 3 Limited Employee Option Plan will be retained and may still be used, in limited circumstances, when it is considered appropriate to do so.

Summary of the Terms and Conditions

The full Terms and Conditions of the DSIP are available on the website of the company (www.data3.com.au), under Investor Relations.

The Terms and Conditions of the DSIP give the Board maximum flexibility to tailor invitations to individual employees or groups of employees, setting specific and transparent conditions in each instance. Invitations will be made by the Board in accordance with the "tax deferral" provisions of the tax legislation, permitting participants who so chose to defer their income tax obligation for up to 10 years.

Under the DSIP, the Board may award selected employees (referred to as Participants) either a DSIP Share or an Incentive (being a right to a future share). Collectively, these are referred to as "DSIP Securities". DSIP Securities will remain under the DSIP until performance conditions (in the case of an Incentive) or disposal conditions (in the case of a DSIP Share) are met. These restrictions will be specific to either the company and/or the employees' performance during the performance period.

The performance conditions will be designed from time-to-time having regard to various Board approved hurdles - for example the individual's key performance indicators and the company's performance, by reference to commonly employed external measures

such as Total Shareholder Return or Earnings Per Share Growth, as well as pertinent internal measures, such as the successful execution of a business plan over a three year period. Several performance conditions may apply to the one invitation. To this extent, the performance conditions will be commensurate with the company's remuneration philosophy, aligning the interests of Participants with shareholders. Details of the Board approved conditions will be set out in the company’s annual Remuneration Report (contained in the Annual Report).

At the election of the Participant, Incentives for which performance conditions have been met may vest and convert to either Shares or DSIP Shares (therefore permitting the Participant to continue to benefit from the "tax deferral provisions" until a future point in time which will cease on the earlier of ten years from the date of grant of the DSIP Securities, cessation of employment or the Participant requesting the removal of the disposal restriction).

Generally, any DSIP Securities granted for which performance conditions are not met will lapse (in the case of an Incentive) or will be forfeited (in the case of a DSIP Share).

Depending on the terms of the invitation made by the Board, DSIP Shares or Shares may be delivered to Participants through the issue of shares or on-market acquisitions, at the discretion of the Board. DSIP shares may be awarded by the company or acquired by the Participant through salary or bonus sacrifice.

Participants holding DSIP Shares will have the same rights as ordinary shareholders (generally being the right to vote at general meetings and to be paid dividends) and Shares allocated upon release of DSIP Securities from the Plan will be quoted on the ASX. No security interests (such as charges or mortgages) can be held against DSIP Securities.

Legislative Requirements

Section 260C(4) of the Corporations Act 2001, which applies to the company, permits the company to provide financial assistance to persons for the purpose of acquiring shares in the company under an employee share scheme provided shareholder approval is obtained.

Under Exception 9 of ASX Listing Rule 7.2, an issue of securities under an employee incentive scheme is an exception to Listing Rule 7.1 (which contains the restrictions relating to issues exceeding 15% of the issued capital of a listed company in the 12 months before the date of issue) if, within three years before the date of the issue, shareholders have approved the issue of shares as an exception to Listing Rule 7.1.

In relation to the 2007/08 Invitation, it is envisaged that the company will issue shares from its capital. Given this resolution is seeking approval of the DSIP, no securities have been issued under the DSIP to date.

The Directors recommend shareholders vote in favour of this Resolution.

Item 5 – Approval of the Data[#] 3 Limited Employee Share Ownership Plan (special resolution)

The company seeks shareholder approval for the introduction of the Employee Share Ownership Plan (“ESOP”).

The Employee Share Ownership Plan

The full Terms and Conditions of the ESOP are available on the website of the company (www.data3.com.au), under Investor Relations. A summary of the Terms and Conditions of the Plan are set our below:

The ESOP is being offered to all eligible employees (Participants) of the company. The ESOP aims to reward eligible employees for their contribution to the company, by providing them with an opportunity and encouraging them to share in the future growth of the company.

The ESOP has been designed so that Participants can benefit from the “exemption conditions” of the relevant taxation legislation. Under the 2008 Invitation, it is expected that each Participant will be issued shares in the company with a total value of up to $1,000 at no cost to the Participant.

Participants may be invited to participate in the ESOP at such times and such intervals as the Board may determine in its absolute discretion. While specific eligibility criteria will be determined at the time of each invitation, to be eligible for the ESOP, the Participant will have to be employed with the company at the date shares are allocated under the ESOP.

The shares offered under the ESOP will be quoted on the ASX and will rank equally with all existing ordinary shares in the company.

Shares held under the ESOP will be subject to a Holding Lock Period, which is the period concluding on the earlier of:

• (a) three years from the date of allocation of the shares; or

• (b) cessation of employment as an employee of the company.

During such Holding Lock Period, the shares acquired under the ESOP will not be transferable; and no security interests (such as charges or mortgages) can be held against the ESOP shares.

Legislative Requirements

Section 260C(4) of the Corporations Act 2001, which applies to the company, permits the company to provide financial assistance to persons for the purpose of acquiring shares in the company under an employee share scheme provided shareholder approval is obtained.

Under Exception 9 of ASX Listing Rule 7.2, an issue of securities under an employee incentive scheme is an exception to Listing Rule 7.1 (which contains the restrictions relating to issues exceeding 15% of the issued capital of a listed company in the 12 months before the date of issue) if, within three years before the date of the issue, shareholders have approved the issue of shares as an exception to Listing Rule 7.1. Given this resolution is seeking approval of the ESOP, no securities have been issued under the ESOP to date.

In relation to the 2007/08 Invitation (expected to be made during or after July 2008 and only upon the successful achievement of Board approved performance hurdles), it is envisaged that the company will issue shares from its capital.

The Directors recommend shareholders vote in favour of this Resolution.