DATA#3 LIMITED — AGM Information 2015

Sep 30, 2015

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NOTICE OF ANNUAL GENERAL MEETING

12 November 2015

Data[#] 3 Limited

ABN 31 010 545 267

The Annual General Meeting of Data[#] 3 Limited (“ Data[#] 3 ”, the “ company ”) will be held at 10:30am (Brisbane time) on Thursday 12 November 2015 at Data[#] 3’s head office, 67 High Street, Toowong, Brisbane, Queensland for the purpose of transacting the business set out in this notice.

ORDINARY BUSINESS

Item 1: Financial statements and reports

To receive the financial report, directors’ report and independent auditor’s report for Data[#] 3 and its controlled entities for the year ended 30 June 2015.

Note:

This item of business does not require shareholders to vote on a resolution or to approve these reports.

Item 2: Adoption of the remuneration report (Resolution 1)

To consider and, if thought fit, pass the following resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth) (“ Corporations Act ”):

‘To adopt the remuneration report for the year ended 30 June 2015’.

Note:

This resolution is advisory only and does not bind the company or the directors. The directors will consider the outcome and comments made by shareholders on the remuneration report at the meeting when reviewing the company’s remuneration policies.

Voting exclusion:

The company will disregard any vote cast on Resolution 1 by, or on behalf of:

(a) a member of the key management personnel as disclosed in the remuneration report; and

(b) a closely related party (such as close family members and any controlled companies) of those persons, unless the vote is cast by a person as a proxy for a person entitled to vote in accordance with a direction on the Proxy Form, or by the Chairman of 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.

Item 3: Re-election of Mr R A Anderson (Resolution 2)

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

‘That Mr Richard Anderson, who retires by rotation and being eligible, offers himself for re-election as a director of the company’.

By order of the board

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Bremner Hill Company Secretary 30 September 2015

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DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

The company has determined under regulation 7.11.37 Corporation Regulations 2001 (Cth) that for the purposes of voting at the meeting or adjourned meeting, shares in the company will be taken to be held by the persons who are registered as shareholders as at 7:00pm (Brisbane time) on Tuesday 10 November 2015. Transactions registered after that time will be disregarded in determining entitlements to attend and vote.

PROXIES

If you are a shareholder entitled to attend and vote, you may choose to appoint a proxy.

The proxy need not be a shareholder of the company. A shareholder who 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 not specified each proxy may exercise half of the votes.

If you want to appoint one proxy, please use the form provided. If you want to appoint a second proxy, an additional voting form may be obtained from the Data[#] 3 share registry (refer to the contact details below) or you may copy the voting form.

To be effective, the voting form, together with the original or a certified copy of the power of attorney (if any) under which the voting form is signed, must be received no later than 10.30am (Brisbane time) on Tuesday 10 November 2015 (48 hours before the commencement of the meeting).

Please refer to the enclosed voting form for completion and lodgment instructions.

CORPORATE REPRESENTATIVES

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

ADMISSION TO MEETING

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

Shareholders who will not be attending the meeting are encouraged to complete and return the voting form for each of their holdings of Data[#] 3 shares.

If necessary a replacement voting 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, a reasonable opportunity will be given to shareholders to direct questions to the Chairman about, or to 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, Pitcher Partners, 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 Pitcher Partners if the question is relevant to the content of the audit report or the conduct of its audit of Data[#] 3’s financial report for the year ended 30 June 2015. Relevant written questions for Pitcher Partners must be received no later than 5:00pm (Brisbane time) on Friday 6 November 2015. A list of any such questions will be made available to shareholders attending the meeting, and Pitcher Partners will

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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 Pitcher Partners:

• 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 (Brisbane time) on Friday 6 November 2015.

CONTACT DETAILS FOR SHARE REGISTRY

Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235

Telephone: (02) 8280 7454 Fax: (02) 9287 0309 Email: registrars@linkmarketservices.com.au

EXPLANATORY NOTES

Item 1: Financial statements and reports

The Corporations Act requires the company to lay before the Annual General Meeting the financial report, directors’ report and the independent auditor’s report for the previous financial year. Copies of these reports have been sent to shareholders and are available on the company’s website – www.data3.com.au

No resolution is required for this item, but shareholders will be provided with a reasonable opportunity to ask questions or make comments in relation to these reports. The company’s auditor will also be present at the meeting and shareholders will be given the opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the company and the independence of the auditor.

Item 2: Adoption of remuneration report (Resolution 1)

A resolution for the adoption of the remuneration report is required to be considered and voted on in accordance with the Corporations Act. The remuneration report is set out on pages 27 to 32 of the company’s 2015 annual report and identifies Data[#] 3’s key management personnel. They include all directors of the company and those other persons having authority and responsibility for planning, directing and controlling the activities of Data[#] 3, directly or indirectly.

This remuneration report:

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

• 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.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. The resolution is advisory only and does not bind the company or the directors. The directors will consider the outcome of the vote and comments on the remuneration report made by shareholders at the meeting when reviewing the company’s remuneration policies.

If you choose to appoint a proxy you are encouraged to direct your proxy how to vote on this item.

As a result of recent amendments to the Corporations Act, the Chairman of the meeting is entitled to vote undirected proxies on this resolution which is connected with the remuneration of the company’s key management

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EXPLANATORY NOTES (CONTINUED)

personnel. If you appoint the Chairman as your proxy and wish to support this resolution, please mark an ‘X’ in the box at Step 1 on the voting form.

Any undirected proxies held by other key management personnel or any of their closely related parties will not be voted on this item.

As Resolution 1 relates to matters including the remuneration of the directors, the board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, makes no recommendation regarding Resolution 1.

Item 3: Re-election of Mr R A Anderson (Resolution 2)

Richard Anderson has served as a non-executive director of Data[#] 3 Limited since 1997, and as Chairman since 2000. Richard is required to retire by rotation at the 2015 Annual General Meeting, and being eligible, stands for reelection in accordance with the company’s constitution.

Information regarding Richard’s qualifications, experience, and responsibilities is contained in the company’s 2015 annual report on pages 12 and 25, and is also summarised below:

R A Anderson, OAM, BCom, FCA, FCPA (Chairman, non-executive director)

Richard’s special responsibilities at Data[#] 3 include:

• Chairman of the board

• Member of audit and risk committee

• Chairman of remuneration and nomination committee.

Richard is also a non-executive director of Namoi Cotton Cooperative Limited (director since 2001) and Lindsay Australia Limited (director since 2002), and is also President of the Guide Dogs for the Blind Association of Queensland.

Formerly a partner of PricewaterhouseCoopers, Richard was the firm’s Managing Partner in Queensland and a member of the firm’s National Committee.

Richard has previously served as a non-executive director of Villa World Group (from 2002 to 2012), a member of the Capital Markets Board of Queensland Treasury Corporation, and President of CPA Australia in Queensland.

As part of the assessment of Richard’s independence, the board specifically reviewed whether his tenure with the company had impacted on his independence. The board determined that Richard continued to be independent, and that his appointment remains in the best interests of Data[#] 3 because of the substantial knowledge and expertise he brings to the board, and the stewardship he will provide in facilitating a stable, planned renewal of the board over the next three years.

The board recommends that shareholders vote in favour of Resolution 2, and the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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Data[#] 3 Limited

ABN 31 010 545 267

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  Data[#] 3 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

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PROXY FORM

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

APPOINT A PROXY

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

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:30am on Thursday, 12 November 2015 at Data[#] 3’s head office, 67 High Street, Toowong, Brisbane, Queensland (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * 1 Adoption of the remuneration report 2 Re-election of Mr R A Anderson

 * 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.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 company’s constitution and the Corporations Act 2001 (Cth).

DTL PRX501C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may 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.

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 and return them both together.

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; and

LODGEMENT OF A PROXY FORM

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 Tuesday, 10 November 2015, 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:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL 

Data[#] 3 Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

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 shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge 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.

CORPORATE REPRESENTATIVES

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 in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

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.