DATA#3 LIMITED — AGM Information 2023

Sep 20, 2023

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NOTICE OF ANNUAL GENERAL MEETING

31 October 2023

Data[#] 3 Limited

ABN 31 010 545 267

The Annual General Meeting of Data[#] 3 Limited (“ Data[#] 3 ” or the “ Company ”) will be held at 10:00am (AEST) on Tuesday 31 October 2023 for the purpose of transacting the business set out in this notice.

The Meeting will be held as a hybrid meeting at Data[#] 3’s head office, Level 1, 555 Coronation Drive, Toowong, Brisbane, Queensland, and using the online platform provided by our share registry, Link Market Services, at https://meetings.linkgroup.com/DTL23.

At Data[#] 3, health and safety is of paramount importance. In person attendance is subject to prevailing COVID-19 restrictions that may be in place at the time, and Data[#] 3’s COVID-19 safety management plan. Please do not attend in person if you are unwell. If Data[#] 3 is required to adjust the planned approach, we will announce it via the ASX and also publish it on our website.

As permitted by the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless a Shareholder has previously requested a hard copy. Instead, the Notice of Meeting as well as information about the meeting will be available for viewing and downloading on Data[#] 3’s AGM website at https://investor.data3.com/investor-centre/?page=annual-general-meetings

The accompanying Explanatory Statement provides information about the Resolutions, voting and a summary of important information which form part of this Notice and should be read in conjunction with it. Shareholders should read this Notice and the Explanatory Statement in full before making any decision in relation to the Resolutions.

ITEMS OF BUSINESS

Item 1: Financial statements and reports

To receive and consider the financial report, Directors’ report and independent auditor’s report for Data[#] 3 and its controlled entities for the financial year ended 30 June 2023.

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 in accordance with section 250R(2) of the Corporations Act 2001 (Cth) (“ Corporations Act ”) as an ordinary resolution :

‘To adopt the remuneration report for the financial year ended 30 June 2023.’

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

In accordance with the Corporations Act, the Company will disregard any vote cast (in any capacity) on Resolution 1 by, or on behalf of:

• (a) a member of the key management personnel (“ KMP ”) as disclosed in the 2023 remuneration report; and

• (b) a closely related party (“ CRP ”) (such as close family members and any controlled companies) of those persons,

unless the vote is cast by a person described above as a proxy for a person who is entitled to vote on the resolution and:

• (i) the proxy appointment is in writing that specifies the way the proxy is to vote and the person casts the vote as proxy in accordance with the directions as set out in the proxy form; or

• (ii) the vote is cast by the Chairman of the Meeting pursuant to an express authorisation on the proxy form to vote as the proxy decides, and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Item 3: Re-election of Director - Mr Mark Gray (Resolution 2)

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

‘That Mr (Alan) Mark Gray, who retires by rotation in accordance with rule 18.4(b) of the Company’s Existing Constitution, and being eligible, be re-elected as a Director of the Company.’

Item 4: Amendments to the Company’s constitution (Resolution 3)

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

‘That, in accordance with section 136(2) of the Corporations Act and for all other purposes, Data[#] 3 Limited’s constitution be amended in the manner set out in the Explanatory Statement, effective from the day on which this resolution is passed.’

Copies of the existing and amended constitution is available via the Data[#] 3 website at https://investor.data3.com/investor-centre/?page=annual-general-meetings (and can be mailed out on request by Shareholders).

Item 5: Approval to issue Rights to a related party: Mr Laurence Baynham (Resolution 4)

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

‘That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval is given for the Company to grant a maximum of 45,977 ‘Rights’ (as that term is defined in the Explanatory Statement) to Mr Laurence Baynham (or his nominee), who is a Director of the Company.’

Voting exclusion

In accordance with the ASX Listing Rules, the Company will disregard any vote cast:

• (a) in favour of Resolution 4, by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the LTIP, or any associate of those persons; and

• (b) Mr Laurence Baynham or any of his associates, regardless of the capacity in which the vote is cast.

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However, the Company need not disregard a vote cast in favour of Resolution 4 by:

• (a) a person as a proxy or attorney for a person entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In addition, in accordance with the Corporations Act, the Company will disregard any vote cast (in any capacity) on Resolution 4 by, or on behalf of:

• (a) a member of the KMP as disclosed in the 2023 remuneration report; and

• (b) a CRP of those persons,

unless the vote is cast by a person described above as a proxy for a person who is entitled to vote on the resolution and:

• (i) the proxy appointment is in writing that specifies the way the proxy is to vote and the person casts the vote as proxy in accordance with the directions as set out in the proxy form; or

• (ii) the vote is cast by the Chairman of the Meeting pursuant to an express authorisation on the proxy form to vote as the proxy decides, and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

By order of the Board

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Terence Bonner

Company Secretary and General Counsel 21 September 2023

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HOW TO VOTE

You may vote by attending the Meeting in person or electronically on the AGM online platform, by proxy or authorised representative.

VOTING ONLINE

Shareholders are encouraged to participate in the meeting via the online platform. We recommend logging on to the online platform at least 15 minutes prior to the scheduled start time for the meeting using the following instructions:

1. Enter https://meetings.linkgroup.com/DTL23 into a web browser on your computer or online device.

2. Shareholders will need their Shareholder Reference Number ( SRN ) or Holder Identification Number ( HIN ), as printed on the holding statement.

3. Proxyholders will need their proxy number which Link Market Services will provide via email within 24 hours of the meeting.

Shareholders are encouraged to lodge their votes and submit any written questions ahead of the Meeting by logging in to their portfolio or holding(s) via the share registry’s website at https://investorcentre.linkgroup.com

Votes must be received by 10:00am (AEST) on Sunday 29 October 2023.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the place set out above. The meeting will commence at 10:00am (AEST).

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 10:00am (AEST) on Sunday 29 October 2023. 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.

To appoint a second proxy, please contact the Data[#] 3 share registry (refer to the contact details below).

To be effective, the appointing document, 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 10:00am (AEST) on Sunday 29 October 2023 (48 hours before the commencement of the meeting).

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 48 hours before the Meeting.

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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 2022. Relevant written questions for Pitcher Partners must be received no later than 5:00pm (AEST) on Tuesday 24 October 2023.

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 (AEST) on Tuesday 24 October 2023.

Shareholders will also be able to ask a question or make a comment orally through a Shareholder questions and comments phone line. To utilise the questions and comments phone line, please call Link Market Services on 1800 990 363 by 5:00pm (AEST) on Friday 27 October 2023 to register your participation and obtain the required access code. Further details can be found in the Virtual Meeting Online Guide.

CONTACT DETAILS FOR SHARE REGISTRY

Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235

Online: https://investorcentre.linkgroup.com Telephone: +61 1300 554 474 Fax: +61 2 9287 0309 Email: registrars@linkmarketservices.com.au

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EXPLANATORY STATEMENT

This Explanatory Statement is provided to shareholders of the Company to explain the resolutions to be put to shareholders of the Annual General Meeting of Data[#] 3 to be held at 10:00am (Brisbane time) on Tuesday 31 October 2023.

Shareholders should read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

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 section 250R(2) of the Corporations Act. The remuneration report is set out on pages 35 to 45 of the Company’s 2023 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; and

• provides a summary of the terms of employment of the Chief Executive Officer and Managing Director, and other key management personnel.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting. Section 250R(3) of the Corporations Act requires that the vote on this 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 on how to vote on this item.

In accordance with the Corporations Act, the Chairman of the meeting is entitled to vote undirected proxies on this resolution that is connected with the remuneration of the Company’s key management 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.

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Directors’ recommendation

As Resolution 1 relates to matters including the remuneration of the Directors, the Directors make no recommendation regarding Resolution 1 in the interests of good corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act.

Item 3: Re-election of Director - Mr (Alan) Mark Gray (Resolution 2)

Mark Gray has served as a non-executive director of Data[#] 3 Limited since August 2017. Mr Gray is required to retire by rotation at the 2023 Annual General Meeting, and being eligible, stands for re-election in accordance with the company’s constitution.

In accordance with rule 18.4(b) of the Company’s Existing Constitution and ASX Listing Rule 14.4 Mr Gray retires by rotation and, being eligible, offers himself for re-election.

Information regarding Mr Gray’s qualifications, experience, and responsibilities is summarised below:

A M Gray, DUniv, B.Econ (Hons), FAICD (Non-executive Director)

Mark Gray is the Chair of Sugar Terminals Limited, Deputy Chair of Urban Utilities and a non-executive director of the Royal Flying Doctor Service of Australia (Queensland Section), Queensland Cricket and the Northern Australia Infrastructure Facility. Previous senior executive appointments include Under Treasurer of the Queensland Treasury Department, Chief Executive Officer of the Queensland Competition Authority and the Queensland Independent Commission of Audit, Queensland Office Head at Macquarie Group and Executive Director with BDO.

Special responsibilities:

Chairman of the remuneration and nomination committee (since August 2019)

The Board considers that Mr Gray will, if re-elected, continue to qualify as an independent director.

Directors’ recommendation

The Directors, with Mark Gray abstaining, recommend that Shareholders vote in favour of Resolution 2, and the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Item 4: Amendments to the Company’s constitution (Resolution 3)

Pursuant to section 136(2) of the Corporations Act, a company may amend its constitution by way of a special resolution passed by its Shareholders (being a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the Resolution are voted in its favour).

The Company’s constitution was last adopted at the 2014 annual general meeting held on 21 November 2014 and has not been amended since that time ( Existing Constitution ).

As there have been a number of developments in law, corporate governance principles, terminology and general corporate and commercial practices for ASX listed companies since the Existing Constitution was adopted, the Company is proposing to make changes to its Existing Constitution and to give effect to those changes through the adoption of a new (amended) version of the Existing Constitution ( Amended Constitution ).

For the avoidance of doubt, the Amended Constitution is just an amended version of the Existing Constitution. Many of the proposed changes are administrative or relatively minor in nature. A copy of the Amended Constitution and Existing Constitution are available from the Company’s website at

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https://investor.data3.com/investor-centre/?page=annual-general-meetings (and can be mailed out on request by Shareholders).

An overview of the material differences between the Existing Constitution and the Amended Constitution is set out below.

General meetings

Following the recent amendments to the Corporations Act, rule 15.1 of the Amended Constitution specifically allows for meetings to be held at one or more physical venues, or at one or more physical venues and using virtual meeting technology (i.e. a hybrid meeting). There are a number of related amendments (including to rules 1.2(ix), 1.2(x), 15.2, 15.3, 15.6, 15.7, 15.10, 15.11 and 16.1 of the Amended Constitution) to align with this change, including allowing the venue (physical and/or virtual) to be changed, and for a rescheduled meeting to be held by any of these methods. The Company prefers and has always held physical or hybrid meetings of Shareholders (except where prevented by COVID-19 related law).It is not proposed that the Company will have any flexibility for convening meetings using virtual meeting technology only. The amendments make it clear that regardless of the type of meeting (physical or hybrid), the Company will need to ensure that the meeting complies with the requirements under the Corporations Act (as amended) to ensure that members, as a whole, are given a reasonable opportunity to participate in the meeting. Rules 15.13 and 15.14 of the Amended Constitution make clear that a resolution put to the vote at a meeting of Shareholders must be decided on a poll (and not on a show of hands) in the circumstances required under the Corporations Act and ASX Listing Rules or if otherwise effectively demanded. Following the recent amendments to the Corporations Act, this will include (among other circumstances) where a notice of meeting sets out an intention to propose the resolution and states the resolution. The Amended Constitution also incorporates a number of other changes to assist with the orderlyconduct ofgeneral meetings of the Company.

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Notices	Rule 15.2 has been updated in the Amended Constitution to allow the directors to determine the appropriate method for notice to be given regarding a cancelled or postponed general meeting, or a change of venue, which may include notice to the ASX. The rule has also been updated to clarify matters that general meetings cannot be postponed or cancelled by the directors without consent, to remove previous restrictions applying in the Existing Constitution limiting the time period for, and number of, postponed meetings to be held and other matters. The general notice provisions in rules 29.1 and 29.2 have also been updated to clarify that notices given under the constitution includes any document and/or notification by electronic means and to confirm that such notices or documents do not need to be physically signed, and may be given by the Company by any method permitted under the Corporations Act (in addition to specific methods contemplated by the Amended Constitution).
Joint holders of shares	Rule 4.1(a) of the Existing Constitution contemplates that the Company is not bound to register more than three persons as joint holders of a share. To accommodate proposed developments affecting ASX-listed entities, rule 4.1(b) of the Amended Constitution specifically allows the Company to register up to four persons as joint holders of a share (or such other number permitted by the ASX settlement operating rules at the relevant time).
Director retirement by rotation	Rule 18.4 of the Amended Constitution regarding Director appointment and retirement by rotation has been updated to align with the current ASX Listing Rules.
Restricted securities	Rule 2.5 of the Existing Constitution contains various provisions relating to ‘restricted securities’ (as that term is defined in the ASX Listing Rules). In certain circumstances, ASX Listing Rule 15.12 requires a listed company to include specific language in its constitution regarding ‘restricted securities’. Although the Company does not currently have any ‘restricted securities’ on issue, the provisions in rule 2.5 of the Amended Constitution have been updated to ensure they are consistent with the requirements of ASX Listing Rule 15.12.
Dividends	Rule 24.1 of the Amended Constitution has been updated with relatively minor changes to clarify that the directors can determine or declare to pay dividends, fix the amount, time for payment and method for payment of any dividend and revoke or alter (in addition to ‘rescind’)a dividend that haspreviouslybeen determined to bepaid.
Director indemnity and insurance	Rule 23 of the Amended Constitution which relates to Director Indemnity and Insurance has been updated to align with current practice and clarify some ambiguities to ensure they do notgo beyond what ispermitted bythe Corporations Act and ASX ListingRules.
Director remuneration	Rule 18.6 of the Amended Constitution relating to director remuneration has been updated to align with the current ASX ListingRules and remove someprevious ambiguity.
Other general amendments	As the current Constitution has not been updated for a number of years, certain other non- substantive amendments have been made to the Amended Constitution to update terminology and provide clarifications to align with modern drafting/practices (including, but not limited to rules 1.1, 1.5, 3.1, 9(m), 11.1, 12.2, 12.3, 13.3, 13.7, 15.10, 15.16, 16.1, 17.1, 18.8, 19.2 and 20.7.

If Resolution 3 is passed, the Amended Constitution will become the constitution of the Company and will be lodged with ASIC. If Resolution 3 is not passed, the Existing Constitution will continue to apply.

Director’s recommendation

The Director’s recommend that Shareholders vote in favour of Resolution 3, and the Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

Item 5: Approval to Issue of Rights to a related party: Mr Laurence Baynham (Resolution 4)

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Laurence Baynham is Managing Director and Chief Executive Officer of the Company, and a related party of the Company by virtue of him being a Director (and so is within the category of persons in Listing Rule 10.14.1).

Accordingly, the Company seeks Shareholder approval for the purposes of ASX Listing Rule 10.14 and for all other purposes to grant a maximum of 45,977 performance rights with the key terms detailed below (“ Rights ”) and any fully paid Shares issued on vesting of those Rights to Laurence Baynham (or his nominee).

Subject to obtaining the required Shareholder approval detailed below, the Rights will be issued under and subject to the terms of the Data[#] 3 Limited Long Term Incentive Plan (“ LTIP ”) approved originally at the annual general meeting for the Company held in 2018, and re-approved at the annual general meeting for the Company held in 2021, and otherwise on the terms set out below (“ Rights Issue ”).

ASX Listing Rule 10.14 provides that a listed Company must not permit any of the following persons to acquire securities under an employee incentive scheme:

• 10.14.1 a director of the Company;

• 10.14.2 an associate of a director of the Company; 10.14.3 a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders;

unless it obtains the approval of its shareholders.

The Rights Issue falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

The Board has decided to grant these Rights as part of Laurence Baynham’s remuneration package, and in recognition of his contribution to the Company. The Board considers the grant of Rights to be a cost-effective long-term incentive method, which further aligns the interests of the Managing Director and Chief Executive Officer with Shareholders by linking long-term incentives to growth in the Company’s earnings per share. This approach is consistent with best practice in executive remuneration and corporate governance.

If Resolution 4 is passed, the Company will be able to proceed with the Rights Issue on the terms (and with the effects) detailed below.

If Resolution 4 is not passed, the Company will not be able to proceed with the Rights Issue and will consider other ways to recognise Laurence Baynham’s contribution to the Company and incentive methods, which may include a cash-based incentive.

If approval is obtained pursuant to ASX Listing Rule 10.14, the Company is entitled to rely on ASX Listing Rule 10.12 (exception 8) as an exception to any requirement that may otherwise apply requiring Shareholder approval under ASX Listing Rule 10.11. Similarly, approval will not be required under Listing Rule 7.1.

Key terms of the Rights

The Rights will be subject to the following key terms and conditions:

• each Right is a right for Laurence Baynham (or his nominee) to be issued one Share upon satisfaction of the following vesting conditions (“ Relevant Vesting Conditions ”):

• Laurence Baynham remains an employee of the Company on the date the Relevant Vesting Conditions are satisfied.

• the Rights will vest on a straight-line proportional basis, from 0 up to a maximum of 45,977 Shares based on the actual cumulative earnings per share over a three year period ending on 30 June 2026 (“ Vesting Period ”) compared to a target as determined by the Board;

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• notwithstanding the specific vesting conditions outlined above, in accordance with the LTIP rules the Board may, in its absolute discretion, waive or alter the Relevant Vesting Conditions. In special circumstances, such as death, total and permanent disability, redundancy or retirement, the board may in its absolute discretion permit some or all of the Shares to be issued as if Laurence Baynham had continued his employment until the date of the Relevant Vesting Conditions are satisfied.

• prior to vesting the Rights will not be transferrable other than with the written consent of the Board;

• prior to vesting the Rights do not carry any dividend or voting rights; and

• the Rights will automatically vest (subject to another determination by the Board) such that the corresponding number of Shares will be delivered for the benefit of Laurence Baynham upon satisfaction of the Relevant Vesting Conditions.

In accordance with the requirements under ASX Listing Rule 10.15:

• (a) Laurence Baynham is a Director of the Company (“ LR 10.14.1 Party ”);

• (b) the number of Rights that may be acquired by Laurence Baynham in accordance with this resolution is 45,977 calculated by taking $314,000 and dividing that by the volume weighted average price of the Shares for the five day trading period commencing on the day after the 22 August 2023 announcement to the ASX of the Company’s results for the year ended 30 June 2023, being $6.82944 per Share;

• (c) for the purposes of ASX Listing Rule 10.15.4, the details of Laurence Baynham’s total remuneration package for the year ending 30 June 2024 are set out below:

	$
Cash salary	655,601.20
Superannuation	27,398.80
Short-term incentive	274,000
Proposed long-term incentive	314,000
Total remunerationpackage for FY24	1,271,000

• (d) for the purposes of ASX Listing Rule 10.15.5, Laurence Baynham has previously been granted the following Rights under the LTIP since the LTIP was last approved by Shareholders at the 2021 AGM:

• 98,160 Rights as approved at the 2018 AGM as disclosed in the Company’s 2019 annual report;

• 65,574 Rights as approved at the 2019 AGM as disclosed in the Company’s 2020 annual report;

• 27,510 Rights as approved at the 2020 AGM as disclosed in the Company’s 2021 annual report;

• 45,067 Rights as approved at the 2021 AGM as disclosed in the Company’s 2022 annual report; and

• 50,722 Rights as approved at the 2022 AGM as disclosed in the Company’s 2023 annual report.

(“ Previous Issues” ). Of these Rights, 98,160 Rights vested on 19 August 2021,65,574 Rights vested on 18 August 2022 and 27,510 rights vested on 22 August 2023. The remaining Rights are scheduled to vest following the release of the FY24 and FY25 financial results subject to satisfaction of the Relevant Vesting Conditions in accordance with the terms previously disclosed.

• (e) for the purposes of ASX Listing Rule 10.15.5, the average acquisition price for the Previous Issues was nil and they have a nil exercise price;

• (f) for the purposes of ASX Listing Rule 10.5.6:

• (i) Rights are being issued rather than Options (being the two types of Securities that are able to be issued under the LTIP), for consistency with the Previous Issues;

• (ii) a summary of the material terms of the Rights and the rules of the LTIP are set out in this notice of meeting; and

• (g) the Company has attributed a value of $314,000.00 to the Rights, which has been determined with reference to independent benchmarking and advice regarding Laurence Baynham’s remuneration. The

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maximum value of Laurence Baynham’s long-term incentive award is equivalent to 24.7% of his total remuneration if 100% of his short-term and long-term incentives are achieved (refer to ‘Key Terms of the Rights’ above for further detail). For the purposes of ASX Listing Rule 10.15.8, the Rights will be granted for nil consideration on the basis their grant represents an incentive for future performance, and will be subject to the Relevant Vesting Conditions, and the Rights have a nil exercise price;

• (h) whilst participating in the LTIP is open to all executive and non-executive directors, the Board has determined that Laurence Baynham, as the Company’s current executive director, is the only Director eligible to participate in the LTIP at this time;

• (i) subject to Shareholder approval, it is intended that the Rights will be issued within five days after the 2023 Annual General Meeting, but in any event will be issued no later than twelve months after the Meeting in accordance with ASX Listing Rule 10.15.7;

• (j) for the purposes of ASX Listing Rule 10.15.10, there are no loan arrangements with Laurence Baynham in relation to the acquisition of the Rights; and

• (k) for the purposes of ASX Listing Rule 10.15.11:

• details of any Rights or Options issued under the LTIP will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14; and

• any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Rights or Options under the LTIP after the resolution is approved and who were not named in the Notice of Meeting will not participate until approval is obtained under that rule.

Other general terms of the Rights

The other general terms of the Rights are:

• should the Company undergo any reconstruction of capital, the number of Rights may be adjusted in the Board’s discretion in accordance with the ASX Listing Rules and other laws as applicable at the time of the reorganisation;

• all Shares issued pursuant to vesting of the Rights will, subject to the Company’s constitution, rank equally in all respects (other than in respect of dividends, rights issues or bonus issues declared prior to allotment) with the existing Shares at the date of issue and allotment;

• the Rights do not entitle the holder to participate in any new issues by the Company without having vested into Shares; and

• the Rights will not be quoted on the ASX.

Corporations Act

Under Chapter 2E of the Corporations Act a public Company cannot give a financial benefit to a related party unless an exception applies or Shareholders have, in a general meeting, approved the giving of that financial benefit.

Laurence Baynham is a related party of the Company due to the fact that he is a Director. The issue of the Rights will constitute the giving of a financial benefit to a related party for the purposes of section 229(3)(e) of the Corporations Act.

The Board of the Company (excluding Laurence Baynham) considers that the issue of the Rights to Laurence Baynham constitutes reasonable remuneration within the meaning of the exception in section 211(1) of the Corporations Act on the basis that the Rights are a necessary part of the incentive and remuneration package for Laurence Baynham in his current role and having regard to the circumstances of the Company, the duties and responsibilities of Laurence Baynham and market levels of remuneration for people in his position in similar sized companies. Therefore, the Company is not seeking Shareholder approval pursuant to section 208 of the Corporations Act in addition to the approval being sought under the Listing Rules.

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Existing interests and the dilutionary effect on other Shareholders’ interests

The effect that the grant and vesting of the Rights will have on the interest of Laurence Baynham relative to other Shareholders’ interests is set out in the following table:

Details as at the date of this Notice of Meeting	Number
The total number of Shares on issue in the capital of the Company	154,704,064
Shares currently held by director (including indirect interests)	327,835
% of Shares currently held by director (including indirect interests)	0.211%
Rights to be issued under Resolution 4 to director (or his nominee)followingthe Annual General Meeting	Maximum of 45,977
The total number of Shares on issue in the capital of the Company following the vesting of all Rights held by director (assuming no other Rights or Options were exercised and no other Shares or other equitysecurities are issued)	154,847,830
Shares that will be held following the vesting of all Rights held by director (assuming no other Rights or Options or Shares are held by, exercised or vested by Laurence Baynham(includingindirect interests)	Maximum of 471,601
% of Shares that would be held by director following the vesting of all Rights assuming no other Awards held by other parties were exercised or vested (as applicable) and assuming no other Rights or Options or Shares are held by, exercised or vested byDirector(includingindirect interests)	Maximum of 0.305 %

Directors’ recommendation

The Directors abstain from making a recommendation in relation to Resolution 4, in the interests of good corporate governance.

13

GLOSSARY

$ means Australian Dollars.

AEST means Australian Eastern Standard Time.

Amended Constitution means the proposed amended constitution, the form of which is being put to Shareholders for approval in Resolution 3.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Chair or Chairman means the chair of the Meeting.

Company means Data[#] 3 Limited ACN 010 545 267. Corporations Act means the Corporations Act 2001 (Cth)

Directors means the current directors of the Company

Existing Constitution means the Company’s constitution in effect at the date of this Notice which was

approved for adoption at the 2014 annual general meeting held on 21 November 2014.

Explanatory Statement means the explanatory statement accompanying the Notice. Meeting or Annual General Meeting means the meeting convened by the Notice. Listing Rules or ASX Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement. Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

14

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ABN 31 010 545 267

LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com 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 Parramatta Square, Level 22, Tower 6 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

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

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

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 10:00am (AEST) on Tuesday, 31 October 2023 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at Data[#] 3’s head office, Level 1, 555 Coronation Drive, Toowong, Brisbane Queensland or logging in online at https://meetings.linkgroup.com/DTL23 (refer to details in the Virtual Annual General Meeting Online Guide). To access the Notice of Annual General Meeting this can be viewed and downloaded at the Company’s website at https://www.data3.com/ . Important for Resolutions 1 and 4: If the Chairperson 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 Chairperson of the Meeting to exercise the proxy in respect of Resolutions 1 and 4, even though the Resolutions are 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

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• 2 Re-election of Director - Mr Mark Gray

• 3 Amendments to the Company’s constitution

• 4 Approval to issue Rights to a related party: Mr Laurence Baynham

• 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 SECURITYHOLDERS – 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 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 company’s constitution and the Corporations Act 2001 (Cth).

DTL PRX2301N

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s security 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 securityholder 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 Resolutions are 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 security registry or you may copy this form and return them both together.

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 10:00am (AEST) on Sunday, 29 October 2023, 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

https://investorcentre.linkgroup.com

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, securityholders will need their “Holder Identifier” - Shareholder Reference Number (SRN) or Holder Identification Number (HIN).

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* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

*During business hours Monday to Friday (9:00am - 5:00pm)

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

• (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 securityholder 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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.



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ABN 31 010 545 267

LODGE YOUR QUESTIONS

ONLINE https://investorcentre.linkgroup.com

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 Parramatta Square, Level 22, Tower 6 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474



X99999999999

X99999999999

Please use this form to submit any questions about Data#3 Limited (“the Company”) that you would like us to respond to at the Company’s 2023 Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Memorandum. If your question is for the Company’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report.

This form must be received by the Company’s share registrar, Link Market Services Limited, by 5:00pm, Tuesday, 24 October 2023.

Questions will be collated. During the course of the Annual General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder topics as possible and, where appropriate, will give a representative of the Company’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

My question relates to (please mark the most appropriate box)

Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

Performance or financial reports Remuneration Report My question is for the auditor

A resolution being put to the AGM Sustainability/Environment Future direction

General suggestion Other