DATA#3 LIMITED — Governance Information 2007

Oct 1, 2007

TERMS & CONDITIONS OF THE DATA#3 LIMITED DEFERRED SHARE AND INCENTIVE PLAN

1. INTRODUCTION

1.1 Name of the Plan

This Plan is called the “Data#3 Limited Deferred Share and Incentive Plan” (DSIP).

1.2 Object of the Plan

The object of the Plan is to:

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

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

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

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

• (5) support the culture of employee share ownership.

2. DEFINITIONS AND INTERPRETATION

• 2.1 Definitions

In this document, unless the context requires otherwise:

• (1) Administrator means any person engaged by the Board to carry out the day-to-day administration of the Plan as contemplated by Clause 9.

• (2) Application Form means the form that the Board determines from time to time is to be used by an Eligible Employee to make an offer to participate in the Plan.

• (3) ASTC Settlement Rules means the operating rules of ASX Settlement and Transfer Corporation Pty Limited ABN 49 008 504 532.

• (4) ASX means Australian Securities Exchange Limited ABN 98 008 624 691.

• (5) Board means the board of directors of DTL or any committee of the board or any person to whom any authority has been delegated under Clause 9.1(4).

• (6) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Queensland, Australia.

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• (7) Constitution means the constitution of DTL.

• (8) Control of an entity means having the right:

• (a) to vote 50% (or more) of the votes that can be cast on the election or removal of the entity’s directors;

• (b) to appoint or remove directors who possess 50% (or more) of the votes exercisable by all directors of the entity; or

• (c) to 50% (or more) of the profits or distributions of the entity or of its net liquidation proceeds.

For this definition, if the entity does not have a board of directors, ‘director’ means a member of the entity’s governing body with a role similar to a board of directors.

• (9) Control Event means any of the following:

• (a) an offer is made by a person for the whole of the issued ordinary share capital of DTL (or any part as is not at the time owned by the offeror or any person acting in concert with the offeror) and after announcement of the offer the offeror (being a person who did not Control DTL prior to the offer) acquires Control of DTL; or

• (b) any other event which the Board reasonably considers should be regarded as a Control Event.

• (10) Corporations Act means the Corporations Act 2001 (Cth).

• (11) Date of Registration means with respect to a DSIP Security, the date that the Participant acquires a legal or beneficial interest.

• (12) Disposal Restrictions means, in relation to a DSIP Security, the restrictions (if any) determined by the Board at the time of offer of that DSIP Security that must be satisfied before the DSIP Security may be Disposed of by a Participant.

• (13) Dispose means, in relation to a DSIP Security or a Share (as the case may be), sell, transfer, grant an option over, create a Third Party Right in, deal with or otherwise dispose of the DSIP Security or Share or any interest in the DSIP Security or Share.

• (14)

• DSIP Share means a Share acquired or granted under this Plan.

• (15) DSIP Security means a DSIP Share and/or an Incentive, as the circumstance requires.

• (16)

• DTL means Data#3 Limited ABN 31 010 545 287.

• (17) Eligible Employee means any person (including a director) employed on either a full-time or part-time permanent basis by the Group or a director of the Group or any other person whom the Board determines to be eligible to participate in the Plan.

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• (18) Forfeiture Conditions means, in relation to a DSIP Share, the conditions (if any) determined by the Board at the time of offer of that DSIP Share that will result in forfeiture of the DSIP Share.

• (19) Group means DTL and its Subsidiaries.

• (20) Holding Lock has the same meaning as in the Listing Rules.

• (21) Holding Lock Period means, in relation to a DSIP Share, the period commencing on the Date of Registration and expiring on the date as determined by the Board at the time of offer of that DSIP Share, such as removal of the Holding Lock or satisfaction of the Disposal Restrictions.

• (22) Incentive means a right granted under this Plan to receive, subject to these Terms and Conditions, either the number of DSIP Securities or Shares specified at the time of the offer of those Incentives.

• (23) Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction, including common law and equity, as applicable from time to time.

• (24) Legal Personal Representative means:

• (a) the executor of the will or an administrator of the estate of a deceased person;

• (b) the trustee of the estate of a person under a legal disability; or

• (c) any beneficiary of the estate of the deceased person as nominated by the executor, administrator or trustee.

• (25) Listing Rules means the official listing rules of the ASX.

• (26) Managing Director means the person appointed as the managing director of DTL.

• (27) Participant means a person who acquires a legal or beneficial interest in DSIP Securities under this Plan and includes the Legal Personal Representative of the person.

• (28) Performance Conditions means, in relation to a DSIP Security, the conditions (if any) determined by the Board that must be satisfied before a DSIP Share or Share (as the case may be) can be acquired.

• (29) Performance Period means, in relation to a DSIP Security, the period determined by the Board.

• (30) Permanent Disability means, in relation to a Participant, the inability, by reason of physical condition, mental illness or accident, of the Participant to perform substantially all of the duties of the position in which the Participant has been employed or appointed (as determined by the Board).

• (31) Plan means the Data#3 Limited Deferred Share and Incentive Plan (DSIP) established and operated in accordance with these Terms and

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Conditions (and for the avoidance of doubt, also in accordance with any additional Rules made pursuant to Clause 8).

• (32) Qualifying Reason means, in relation to a Participant, the cessation of employment of the Participant with the Group due to his or her death, retrenchment by reason of attainment of such age of retirement, Permanent Disability or any other reason determined by the Board from time to time.

• (33) Rules means the rules made by the Board from time to time pursuant to Clause 8 of these Terms and Conditions.

• (34) Sacrifice means the sacrifice of salary or bonus or other cash incentive for the purposes of acquiring DSIP Securities.

• (35) Security Interest means a mortgage, charge, pledge, lien, encumbrance or other Third Party Right of any nature.

• (36) Share means a fully paid ordinary share in the capital of DTL

• (37) Shareholder means a shareholder of DTL.

• (38) Subsidiary has the meaning given to it in the Corporations Act.

• (39) Tax includes any tax (whether direct or indirect), levy, impost, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing.

• (40) Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) or both, as the context requires.

• (41) Terms and Conditions means these terms and conditions governing the Plan as amended from time to time, and for the avoidance of doubt, includes any Rules.

• (42) Third Party Right means:

  • (a) any third party interest, including a mortgage, charge, assignment by way of security, lien, pledge, title retention arrangement, preferential right or a trust arrangement;

  • (b) any arrangement having a commercial effect equivalent to anything in (a); and

  • (c) any agreement to create an interest described in (a) or an arrangement described in (b).

• (43) Vesting Date in relation to an Incentive means that date which an Incentive vests (subject to any Performance Conditions) specified at the time of the offer of those DSIP Securities.

• 2.2 Interpretation

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In these Terms and Conditions, unless the context otherwise requires:

• (1) a reference to any thing (including an amount or a provision of these Terms and Conditions) is a reference to the whole and each part of it;

• (2) the singular includes the plural, and vice versa;

• (3) the word ‘person’ includes an individual, a body corporate, a firm, an unincorporated body, a society, an association and an authority;

• (4) a reference to a particular person includes their legal personal representatives, administrators, successors, substitutes and permitted assigns;

• (5) a reference to ‘costs’ includes charges, expenses and legal costs;

• (6) a reference to a ‘Clause’ is a reference to a Clause of these Terms and Conditions;

• (7) a reference to a document or an agreement is to that document or agreement as amended or replaced;

• (8) a reference to ‘dollars’, ‘$‘ or ‘A$’ is to the lawful currency of Australia;

• (9) a time means that time in Queensland, Australia;

• (10) a reference to a day or a month means a calendar day or calendar month but Business Day has that meaning given to it in Clause 2.1(6);

• (11) if a period of time starts from a given day (or event), it is to be calculated exclusive of that day (or the day the event occurs);

• (12) the masculine includes the feminine, and vice versa; and

• (13) the meaning of any general language is not restricted by any accompanying example and the words ‘includes’, ‘including’ ‘such as’ or ‘for example’ (or similar phrases) are not words of limitation.

2.3 Headings

Headings in this document are for convenience only and do not affect its meaning.

2.4 Omission of certain provisions

If (but for this Rule) a provision of this document would be illegal, void or unenforceable or contravene the law, this document is to be interpreted as if the provision was omitted.

3. OPERATION OF THE PLAN

3.1 Invitation to participate

Subject to these Terms and Conditions, the Board may from time to time do all of any of the following under the Plan:

• (1) invite an Eligible Employee to acquire by award or Sacrifice, DSIP Shares; and/or

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(2) grant Incentives to an Eligible Employee,

as part of the Eligible Employee’s remuneration.

3.2 Form of invitation

An invitation made under Clause 3.1 shall be in such form and content and subject to such conditions and Rules as the Board determines, which may include

• (1) the Performance Period (if any);

• (2) the Performance Conditions (if any);

• (3) the Vesting Conditions (if any);

• (4) the Forfeiture Conditions (if any);

• (5) the Disposal Restrictions (if any); and

• (6) the Holding Lock Period (if any).

3.3 Securities subject to the Plan

Generally, DSIP Securities will be subject to these Plan Terms and Conditions until:

• (1) in relation to DSIP Shares, the earlier of:

• (a) the expiry of the relevant Holding Lock Period; and

• (b) the occurrence of a Forfeiture Condition; and

• (2) in relation to Incentives, the earlier of:

• (a) the Vesting Date; or

• (b) the lapse of the relevant Incentives for such reasons specified at the time of the offer of those Incentives (such as cessation of employment).

3.4 Binding nature of these Terms and Conditions

The Plan shall operate in accordance with these Terms and Conditions, which binds DTL and each Participant.

3.5 Issue or On-Market Acquisition

DSIP Shares or Shares (as the case may be) to be acquired by a Participant under the Plan may be delivered to a Participant by, at the absolute discretion of the Board, the issue, transfer or purchase of Shares on behalf of the Participant.

3.6 Ranking of Shares

DSIP Shares and Shares (as the case may be) delivered under the Plan will rank equally with all existing Shares on and from the Date of Registration in respect of all Shareholder entitlements (including rights issues, bonus issues and dividends)

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which have a record date for determining entitlements on or after the date of issue of those DSIP Shares or Shares.

3.7 Quotation of Shares and Incentives

Where DSIP Shares or Shares (as the case may be) acquired under the Plan are not yet quoted on the official list of ASX, DTL must apply for quotation of those Shares on the official list of ASX as soon as practicable after the acquisition of those Shares, so long as Shares are quoted on the official list of ASX at that time. DTL will not seek official quotation by ASX of any Incentives.

4. LIMITATIONS ON OFFERS OF SECURITIES

4.1 Overriding Restrictions

Notwithstanding anything else in these Terms and Conditions, the Plan must be operated in accordance with the Constitution, any Law, the Listing Rules or the ATSC Settlement Rules.

4.2 No assignment

Unless the Board determines otherwise, a Participant must not assign to any other person any of their legal or equitable rights to DSIP Securities, except a Participant’s Legal Personal Representative to be delivered Shares upon conversion of Incentives or upon the release of the Disposal Restrictions.

4.3 Security Interests over Securities

Participants must not dispose of or grant any Security Interest over or otherwise deal with any DSIP Security whilst the DSIP Security remains in the Plan.

4.4 Effect of lapse

On an Incentive lapsing, all rights of a Participant under the Plan in respect of the Incentive cease and no consideration or compensation will be payable for or in relation to that lapse.

4.5 Effect of forfeiture

On the occurrence of a Forfeiture Condition, all DSIP shares of a Participant under the Plan cease and no consideration or compensation will be payable for or in relation to that forfeiture.

5. HOLDING STATEMENT

As soon as practicable after the delivery of DSIP Securities, DTL must forward to the Participant a holding statement which will include all relevant information in relation to the offer of DSIP Securities and any information required by any Law.

6. VESTING AND CONVERSION OF INCENTIVES

6.1 No Interest

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A grant of Incentives does not confer any legal or equitable interests in DSIP Shares or Shares (as the case may be) represented by the Incentives until the relevant Vesting Date and any Performance Conditions have been satisfied.

6.2 Conversion of Incentives to DSIP Shares

Subject to all Performance Conditions having been satisfied and any terms of the invitation made under Clause 3.1, DTL must as soon as practicable issue, or procure the purchase of transfer of and deliver, to a Participant the number of DSIP Shares into which the Incentives held by that Participant convert.

6.3 Conversion of Incentives to Shares

Subject to all Performance Conditions having been satisfied and any terms of the invitation made under Clause 3.1, DTL must as soon as practicable after the relevant Vesting Date, issue, or procure the purchase of transfer of and deliver, to a Participant the number of Shares into which the Incentives held by that Participant convert.

6.4 Qualifying Reason

Vesting of any Incentives for the purposes of a Qualifying Reason will be at the absolute discretion of the Board.

7. PRO RATA ISSUES, RECONSTRUCTIONS OF CAPITAL AND TAKEOVERS

• 7.1

In respect of Incentives, a Participant may not participate in:

• (1) new issues of Shares to Shareholders;

• (2) bonus issues of Shares or other securities to Shareholders; or

• (3) any pro-rate issue of Shares or other securities pro-rata to Shareholders.

7.2 Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the share capital of DTL, the number of DSIP Shares or Shares (as the case may be) that may be acquired by each Participant and/or the consideration (if any) payable by the Participant for the acquisition of the DSIP Shares or Shares must be reconstructed accordingly, in a manner that does not result in any additional benefits being conferred on Participants that are not conferred on shareholders of DTL. However in all other respects, the terms for the conversion of vested Incentives will remain unchanged.

7.3 Change of Control

If there is a Control Event, the Board may give written notice to Participants to the Control Event and:

• (1) convert all or any of the Participant’s Incentives to DSIP Shares or Shares (as the case may be) whether or not the Performance Conditions have been met; and/or

• (2) remove any Disposal Restrictions whether or not all requirements have been met.

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8. RULES

The Board may make and amend Rules for the operation of the Plan, not inconsistent with these Terms and Conditions.

9. ADMINISTRATION OF THE PLAN

9.1 Powers of the Board

Subject to Rule 4.1, the Plan will be managed by the Board, which will have power to:

• (1) make and amend procedures for the operation, control and administration of the Plan and any matter incidental to the Plan;

• (2) resolve conclusively all questions of fact or interpretation arising in connection with the Plan;

• (3) determine matters falling for determination in connection with the Plan;

• (4) delegate to any one or more persons (for such period and on such conditions as it may determine) the exercise of any of its functions, powers or discretions arising under the Plan;

• (5) establish a trust to acquire, hold and deliver Shares under the Plan, the establishment of a trust to be governed by a separate trust deed; and

• (6) appoint (and remove) an Administrator to administer the Plan and determine the terms and conditions of the Administrator’s appointment (and removal), the appointment (and removal) of an Administrator to be governed by a separate agreement.

9.2 Discretion

A determination, decision, approval or opinion of the Board under these Terms and Conditions (or any Rules made under Clause 8) will be in the absolute unfettered discretion of the Board.

9.3 Decision Final

In the absence of manifest error, the determination, decision, approval or opinion of the Board will be final. Any calculations or adjustments which are required to be made under the Plan will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Participants.

9.4 Commencement of Plan

The Plan will take effect on and from the later of Board or shareholder approval..

9.5 Termination or suspension of Plan

The Board may, by notice in writing to all Participants, terminate or suspend the operation of the Plan at any time provided that termination or suspension does not affect or prejudice the existing rights of Participants at that time.

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10. EMPLOYMENT RIGHTS

10.1 Discretion of the Board

It is a condition of these Terms and Conditions that the Plan may be terminated or suspended at any time at the discretion of the Board and that no compensation under any employment contract will arise as a result.

10.2 No right to acquire DSIP Securities

Participation in the Plan does not confer on any Eligible Employee any right to acquire DSIP Securities under the Plan, apart from those rights to receive DSIP Shares delivered pursuant to a conversion of vested Incentives.

10.3 Calculation of employee benefits

The value of DSIP Shares allocated under the Plan do not increase a Participant’s income for the purpose of calculating any employee benefits.

10.4 No right to future employment

Participation in the Plan does not confer on any Participant any right to continue as an employee of the Group.

10.5 Termination of employment

Participation in the Plan does not affect any rights which the Group may have to terminate the employment of any Participant. Nothing in the Terms and Conditions, including participation in the Plan, may be used to increase damages in any action brought against the Group in respect of any termination of employment with the Group.

10.6 Shareholder entitlements

Nothing in these Terms and Conditions confers on any Participant the right to receive any Shareholder entitlement (including any dividends whether or not declared) before an Incentive is converted and DSIP Shares or Shares delivered.

11. ISSUE LIMITATION

The Board may in its absolute and unfettered discretion, decide to set a limit on the number of Shares that may be issued under the Plan. If the Board does set a limit pursuant to this Clause, then no further Shares can be issued and no further invitations to issue Shares under the Plan can be made pursuant to Clause 3 if the total number of Shares:

• (1) already issued; and

• (2) the subject of all outstanding invitations made pursuant to Clause 3,

would exceed that limit.

12. NOTICES

12.1 Notice to Participants

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Any notice or direction given under these Terms and Conditions is validly given to a Participant if it is handed to the Participant concerned or sent by ordinary prepaid post to the Participant’s last known address or sent to the email address last notified by the Participant or given in any reasonable manner which the Board from time to time determines.

12.2 Notice to DTL

Any notice given by a Participant to DTL under these Terms and Conditions must be in writing and directed to:

Company Secretary Data#3 Limited Level 2 80 Jephson Street Toowong QLD 4066 Facsimile: (61 7) 3371 0188

or an applicable email address notified at the time of offer of DSIP Securities,

and hand delivered or sent by prepaid post, facsimile or electronic mail to that address.

12.3 Receipt of notices

Notices are taken to be received:

• (1) if hand delivered, on delivery;

• (2) if sent by prepaid post, five Business Days after the date of posting;

• (3) if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the total number of pages of the notice, unless the sender is informed within three Business Days that it has not received the entire notice; or

• (4) if by electronic mail, when the electronic communication enters the relevant information system(s).

13. PLAN COSTS AND EXPENSES

13.1 Costs of DTL

Subject to Clauses 13.2 and 13.3, unless otherwise determined by the Board, DTL must pay all costs relating to the establishment and operation of the Plan, including all costs and expenses in relation to the delivery of the DSIP Securities except that DTL is not responsible for any Taxes which may become payable in connection with the DSIP Securities or any other dealing with the DSIP Securities.

13.2 Costs of Participants

Each Participant will pay all costs and expenses in relation to the sale, transfer or other disposal of any DSIP Shares acquired under the Plan.

13.3 Loan arrangements

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Subject to compliance with all applicable laws, DTL may (but is not obliged to) provide to any Eligible Employee any loan or facility or other form of financial accommodation for the purpose of facilitating participation by the Eligible Employee in the Plan.

13.4 Financial assistance

Subject to the Corporations Act, DTL may (but is not obliged to) financially assist a person to acquire DSIP Securities or Shares (as the case may be) under the Plan.

13.5 Buy backs

Subject to the Corporations Act, DTL may (but is not obliged to) buy back DSIP Shares or Shares (as the case may be) acquired by a Participant under the Plan.

14. GOVERNING LAW AND JURISDICTION

The laws of the State of Queensland, Australia, govern these Terms and Conditions and the rights of the Participants thereunder.

Each Participant irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Queensland, Australia and courts entitled to hear appeals from those courts.

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