DATADOT TECHNOLOGY LIMITED — AGM Information 2008

Nov 16, 2008

DATADOT TECHNOLOGY LIMITED (Company) ACN 091 908 726

Explanatory Memorandum

This Explanatory Memorandum relates to the Annual General Meeting of the members of the Company to be held at the Manly Pacific Hotel, 55 North Steyne Street, Manly NSW 2095 at 10.00 am on 26 November 2008.

Financial Report and Reports of the Directors and Auditors

This item allows Shareholders the opportunity to consider the Financial Report, Directors’ Report and Auditor’s Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports that together comprise the Company’s annual report before its Shareholders at its Annual General Meeting.

Re-election of Directors

Under Listing Rule 14.4 a Director, other than the Managing Director, must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, which ever is longer.

Under Regulation 6.4 of the Company’s Constitution one-third of the Company’s Directors, other than the Managing Director and not including a Director appointed by the remaining Directors, or the number nearest to but not exceeding one-third, must retire after 3 years or at the third annual general meeting following the Director’s appointment, unless re-elected.

Resolution 1 provides for the re-election of Gary Flowers as Director of the Company in accordance with Listing Rule 14.4 and Regulation 6.4 of the Company’s Constitution.

Under Regulation 6.2(c) of the Company’s Constitution any Director appointed by the Directors must offer himself or herself for re-election at the next annual general meeting.

Resolution 2 provides for the re-election of Connie Lo Lin Sye as Director of the Company in accordance with Regulation 6.2(c) of the Company’s Constitution.

Election of shareholder nominated Directors

Under Regulation 6.2(b)(iv) of the Company’s Constitution, a person may be elected as a Director of the Company in a general meeting where a person has been nominated, by notice to the Company, by members holding not less than 5% of the total voting rights or at least 100 members entitled to vote on a resolution to appoint a director. The notice to the Company must be in accordance with section 249N of the Corporations Act.

Kevin Tay Hak-Leong and Boulder Super Co. Pty Ltd ACN 068 834 800 as trustee of the Malley Superannuation Trust have complied with the requirements of Regulation 6.2(b)(iv) of the Company’s Constitution.

Resolution 3 provides for the election of Jeffrey George Malley as Director of the Company in accordance with Regulation 6.2(b)(iv) of the Company’s Constitution.

Resolution 4 provides for the election of Michael David George as Director of the Company in accordance with Regulation 6.2(b)(iv) of the Company’s Constitution.

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Grant of 500,000 Options to Ms Connie Lo (Tranche 1)

Resolution 5 seeks Shareholders’ approval for the grant of 500,000 Options to a director, Ms Connie Lo Lin Sye, as set out below:

Name of Director	Number of Options	Expiry Date	Exercise Price
Connie Lo Lin Sye	500,000	5 years from the date of issue	At the price agreed in Ms Lo’s contract of engagement, and as announced to the market on 7 February2008, being$0.25

The grant of Options is proposed as a fixed component of Ms Lo’s total remuneration. These Options are not being issued under the Company’s existing Employee Share Option Plan, approved by the Company on 26 October 2006.

Exercise Date

It is proposed that these Options be immediately exercisable, as agreed in Ms Lo’s contract of engagement and announced to the market on 7 February, 2008.

Exercise Price

It is proposed that the exercise price should be $0.25, the exercise price agreed in Ms Lo’s contract of engagement and announced to the market on 7 February, 2008. This is the same exercise price that would apply if the Options were being granted under the Employee Share Option Plan.

Number of Options

It is proposed that 500,000 Options be granted, as agreed in Ms Lo’s contract of engagement.

Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company. Accordingly, the Company is seeking approval for the issue of securities under Listing Rule 10.11.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Terms of issue

1. The Options will be issued for no consideration. There will be no funds raised by the issue of the Options.

2. All the Options will be issued at the same time and it is anticipated that this will occur on the same date as, but after, the Annual General Meeting, being 26 November 2008. In any event the Options will be issued no later than 1 month after the date of the Annual General Meeting.

3. All the Options vest and become exercisable at $0.25 per Share immediately after their issue.

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1. On exercise, each Option entitles the Holder to be issued with 1 Share. Options do not have to be exercised at the same time.

2. To exercise any Options, the Holder must deliver the option certificate for the Options together with payment of the exercise price (comprising the number of Options being exercised multiplied by $0.25), to the Company before the Options expire.

3. An Option will expire on the earlier of the following:

4. (a) the expiry date stated on the face of the Option Certificate;

5. (b) the date the Holder is dismissed by the Company for fraud, defalcation or misconduct;

6. (c) the date 7 days after the Holder is dismissed or is constructively dismissed by the Company for any reason other than fraud, defalcation or misconduct;

7. (d) the date the Holder resigns from the service of the Company, if she resigns within 2 years after the date of grant of the Options;

8. (e) the date 7 days after the Holder resigns from the service of the Company, if she resigns more than 2 years after the date of grant of the Options;

9. (f) the date 3 months after the date the Holder retires, if she retires upon or after attaining the age of 65 or otherwise with the consent of the Board; or

10. (g) the date 1 year after the death or total and permanent disability (evidenced to the satisfaction of the Board) of the Holder.

11. The Holder cannot assign Options or any interest or rights in respect of the Options. This does not prevent the exercise of the Options by the deceased Holder’s estate.

12. The Holder will not be entitled to participate in any new issue of securities in the Company in respect of the Options unless:

13. (a) she has become entitled to exercise her Options; and

14. (b) she has exercised her Options prior to the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of fully paid ordinary shares in the Company.

The Company must give to the Holder, in accordance with the ASX Listing Rules, notice of any issue of securities before the record date for determining entitlements to the new issue.

1. The Options do not confer any right to a change in the exercise price or a change to the number of underlying securities over which they can be exercised except as provided for under these terms.

2. If, prior to the date of exercise of the Options, a pro rata bonus issue is made to the holders of Shares in the Company (other than an issue in lieu or in satisfaction of dividends or by way of a dividend reinvestment plan), then following exercise of the Options the entitlement to be issued fully paid ordinary shares upon exercise of the Options will be adjusted to include the number of bonus shares that would have been

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issued to the Holder if the Options held had been exercised prior to the record date for the bonus issue. Notwithstanding any adjustment to the entitlement to be issued fully paid ordinary shares upon exercise of the Options that results from a bonus issue, the exercise price in respect of the Options will not change.

1. If the Company, after having granted any Option under these terms, reduces its issued Share capital or subdivides or consolidates its Shares, the number of the Shares issued to the Holder on exercise of an Option will be reduced, subdivided or consolidated, as the case may be, in accordance with the Listing Rules.

2. The Company will notify the Holder of any adjustments under these Option terms to the exercise price or the number of Options within 7 days of the date of the adjustment.

3. Any calculation or adjustment which is required or permitted to be made under these Option terms will be made by the Board, or in the event of any dispute regarding any such calculation or adjustment by the auditors of the Company for the time being, and will, in the absence of manifest error, be final and binding on the Holder.

Grant of 1,500,000 Options to Ms Connie Lo Lin Sye (Tranche 2)

Resolution 6 seeks Shareholders’ approval for the grant of 1,500,000 Options to a director, Ms Connie Lo Lin Sye, as set out below:

Name of Director	Number of Options	Expiry Date	Exercise Price
Connie Lo Lin Sye	1,500,000	5 years from the date of vesting	At the price agreed in Ms Lo’s contract of engagement, and as announced to the market on 7 February2008, being$0.25

The grant of Options is proposed as an incentive component of Ms Lo’s total remuneration and is subject to satisfaction of individual performance criteria as well as Shareholder approval. These Options are not being issued under the Company’s existing Employee Share Option Plan, approved by the Company on 26 October 2006.

Exercise Date

It is proposed that the exercise date be on or from 1 November 2010, subject to the attainment of the performance criteria in Ms Lo’s contract of engagement and announced to the market on 7 February 2008. The requirements of the performance criteria are detailed below.

Exercise Price

It is proposed that the exercise price should be $0.25, the exercise price agreed in Ms Lo’s contract of engagement and announced to the market on 7 February, 2008. This is the exercise price that would apply if the Options were being granted under the Employee Share Option Plan.

Number of Options

It is proposed that 1,500,000 Options be granted, as agreed in Ms Lo’s contract of engagement.

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Performance Criteria

The vesting of these Options is subject to Ms Lo satisfying individual performance criteria in the three years to 1 November 2010, as agreed in her contract of engagement. The performance criteria are:

1. CAPITAL RAISING

As directed by the Board to initiate, lead and undertake such capital raising activities as are required by the Company from time to time including the preparation of all necessary supporting documents and data in relation thereto.

2. INVESTOR RELATIONS

As directed by the Board to communicate with investors in the Company, brokers and fund managers to maintain a regular information flow and awareness of the Company within the investment community.

3. IMPLEMENTATION OF CORPORATE STRATEGY

As directed by the Board to assist the CEO, and management team in the execution of agreed strategy in the various markets in which the Company operates from time to time.

4. EXECUTION ON ACTION PLANS

As directed by the Board to implement Action Plans in relation to a range of objectives from time to time.

Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a director of the Company. Accordingly, the Company is seeking approval for the issue of securities under Listing Rule 10.11.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Terms of issue

1. The Options will be issued for no consideration. There will be no funds raised by the issue of the Options.

2. All the Options will be issued at the same time and it is anticipated that this will occur on the same date as, but after, the Annual General Meeting, being 26 November 2008. In any event the Options will be issued no later than 1 month after the date of the Annual General Meeting.

3. Vesting of the Options is subject to Ms Lo satisfying the individual performance criteria in the three years to 1 November 2010.

4. Subject to meeting the individual performance criteria, all the Options will vest at the same time and it is anticipated that this will occur on or soon after 1 November, 2010.

5. After vesting all the Options will be exercisable at $0.25 per Share.

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1. On exercise, each Option entitles the Holder to be issued with 1 Share. Options do not have to be exercised at the same time.

2. To exercise any Options, the Holder must deliver the option certificate for the Options together with payment of the exercise price (comprising the number of Options being exercised multiplied by $0.25), to the Company before the Options expire.

3. An Option will expire on the earlier of the following:

4. (a) the expiry date stated on the face of the Option Certificate, which will be the date 5 years after issue;

5. (b) the date that the Holder is dismissed by the Company for fraud, defalcation or misconduct;

6. (c) the date 7 days after the Holder is dismissed or is constructively dismissed by the Company for any reason other than fraud, defalcation or misconduct;

7. (d) the date the Holder resigns from the service of the Company, if she resigns within 2 years after the date of grant of the Options;

8. (e) the date 7 days after the Holder resigns from the service of the Company, if she resigns more than 2 years after the date of grant of the Options;

9. (f) the date 3 months after the date the Holder retires, if she retires upon or after attaining the age of 65 or otherwise with the consent of the Board; or

10. (g) the date 1 year after the death or total and permanent disability (evidenced to the satisfaction of the Board) of the Holder.

11. The Holder cannot assign Options or any interest or rights in respect of the Options. This does not prevent the exercise of the Options by the deceased Holder’s estate.

12. The Holder will not be entitled to participate in any new issue of securities in the Company in respect of the Options unless:

13. (a) she has become entitled to exercise her Options; and

14. (b) she has exercised her Options prior to the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of fully paid ordinary shares in the Company.

The Company must give to the Holder, in accordance with the ASX Listing Rules, notice of any issue of securities before the record date for determining entitlements to the new issue.

1. The Options do not confer any right to a change in the exercise price or a change to the number of underlying securities over which they can be exercised except as provided for under these terms.

2. If, prior to the date of exercise of the Options, a pro rata bonus issue is made to the holders of Shares in the Company (other than an issue in lieu or in satisfaction of dividends or by way of a dividend reinvestment plan), then following exercise of the Options the entitlement to be issued fully paid ordinary shares upon exercise of the Options will be adjusted to include the number of bonus shares that would have been

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issued to the Holder if the Options held had been exercised prior to the record date for the bonus issue. Notwithstanding any adjustment to the entitlement to be issued fully paid ordinary shares upon exercise of the Options that results from a bonus issue, the exercise price in respect of the Options will not change.

1. If the Company, after having granted any Option under these terms, reduces its issued Share capital or subdivides or consolidates its Shares, the number of the Shares issued to the Holder on exercise of an Option will be reduced, subdivided or consolidated, as the case may be, in accordance with the Listing Rules.

2. The Company will notify the Holder of any adjustments under these Option terms to the exercise price or the number of Options within 7 days of the date of the adjustment.

3. Any calculation or adjustment which is required or permitted to be made under these Option terms will be made by the Board, or in the event of any dispute regarding any such calculation or adjustment by the auditors of the Company for the time being, and will, in the absence of manifest error, be final and binding on the Holder.

Remuneration Report

Resolution 7 provides Shareholders the opportunity to vote on the Company’s Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at the Annual General Meeting. The Remuneration Report is contained in the Directors’ report. This vote is advisory only and does not bind the Directors or the Company.

Glossary

ASX means Australian Stock Exchange Limited. ASX Listing Rules or Listing Rules means the Listing Rules of ASX. Board means the board of directors of the Company. Company means DataDot Technology Limited (ACN 091 908 726). Corporations Act means the Corporations Act 2001 (Cth) . Director means a director of the Company. Holder means the holder of an Option. Option means an option to acquire a Share. Share means an ordinary share in the capital of the Company. Shareholder means the holder of a Share.