DATADOT TECHNOLOGY LIMITED — AGM Information 2009

Sep 13, 2009

DATADOT TECHNOLOGY LIMITED

ACN 091 908 726

EXPLANATORY MEMORANDUM

This Explanatory Memorandum relates to the Annual General Meeting of the Company to be held at UNSW CBD Campus, 1 O’Connell Street Sydney 2000 on Friday, 16 October 2009 at 10.00 a.m.

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, which together comprise the Company’s Annual Report, before its shareholders at its Annual General Meeting.

Resolution 1: Election of Bruce Rathie

Resolution 1 provides for the election of Bruce Rathie as a Director of the Company in accordance with Rule 6.2 of the Company’s Constitution.

Bruce Rathie has previously been a Director of the Company and a short biographical description follows:

Mr Bruce Rathie B.Com., LL.B., MBA, Grad Dip CSP, SA Fin., FAICD, FAIM

Mr Rathie has held several senior positions in investment banking and commercial law including: Managing Director, Jardine Fleming Australia Capital Ltd; Director, Corporate Finance, Ord Minnett Inc; and Director, Investment Banking, Salomon Brothers/Salomon Smith Barney Australia. In addition to listed Directorships below, Mr Rathie is currently nonexecutive Director and Chairman of DataTraceDNA Pty Ltd, PolyNovo Biomaterials Limited, UnitingCare Ageing NSW & ACT and a Director of Capricorn Society Limited. During the past four years Mr Rathie has also served as a director of the following listed companies:

• BioLayer Corporation Limited * - Appointed 1 July 2006

• USCOM Limited * – Appointed 1 December 2006

• Compumedics Limited - Appointed 21 October 2004: Resigned 31 December 2006

• denotes current directorship

Resolution 2: Ratification of Share Issue of 22,436,622 Ordinary Shares

Resolution 2 seeks to ratify the issue of 22,436,622 fully paid ordinary shares in the Company which was completed on 25 March 2009.

ASX Listing Rule 7.1 provides that a company must not, subject to certain exemptions, issue during any 12 month period shares (or other securities that can convert into shares), if the number of those shares exceeds 15% of the total ordinary shares on issue at the commencement of that 12 month period.

Listing Rule 7.4 allows a company which makes an issue which complies with Listing Rule 7.1 to subsequently obtain shareholders’ approval for the past issue and so reinstate the company’s ability to again issue up to 15% of its capital under Listing Rule 7.1. This

2

resolution complies with Listing Rule 7.4 and will, if passed, reinstate the Company’s ability to issue up to 15% capital within a 12 month period.

The Company issued these shares to TM Consulting Pty Limited and Bannaby Investments Pty Limited as sub-underwriters of the placement underwritten by KTM Capital Pty Limited. Each of TM Consulting Pty Limited and Bannaby Investments Pty Limited subscribed for and were issued 11,218,311 shares under the placement. These shares rank pari passu with and are on the same terms as the Companies other ordinary shares then on issue.

The issue price for these shares was $0.01 per share.

The proceeds of the placement were utilised by the Company for working capital purposes.

As you may be aware the Company undertook a rights issue subsequent to the placement. The rights issue was announced to the market on 24 March 2009 and was also underwritten by KTM Capital Pty Limited. Listing Rule 7.1 does not apply to underwritten pro rata rights issues, such as was undertaken by the Company, under exceptions 1 and 2 of Listing Rule 7.2 and therefore no ratification of the rights issue is being sought.

Resolution 3: Remuneration Report

Resolution 4 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.