DATADOT TECHNOLOGY LIMITED — AGM Information 2011

Sep 28, 2011

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 Conference Room 1, Level 6, University of NSW City Campus, 1 O’Connell St Sydney on Friday, 4 November 2011 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, together comprising the Company’s Annual Report, before its shareholders at its Annual General Meeting.

Resolution 1: Re-election of Bruce Rathie B.Com., LL.B., MBA, Grad Dip CSP, SA Fin., FAICD, FAIM

Under ASX 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, whichever 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 Bruce Rathie as Director of the Company in accordance with Listing Rule 14.4 and Regulation 6.4 of the Company’s Constitution.

Mr Rathie joined the Board as a non-executive Director and Chairman on 16 October 2009. He 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. He is currently an independent non-executive director of listed companies Calzada Limited and Mungana Mines Limited. Mr Rathie is also a Director of EFTPOS Payments Australia Limited and Capricorn Society Limited. He is Chairman of the Remuneration & Nomination Committee and a member of the Audit & Risk Management Committee.

The Board, other than Mr Rathie, recommends the reappointment of Mr Rathie as a director.

Resolution 2: Constitutional amendments

There have been several changes to the Corporations Act and the ASX Listing Rules, as well as changes to terminology regarding ASX processing and transfer provisions, since the Constitution was last adopted.

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As a result of a recent review of the Company’s Constitution, the Board recommends that the Constitution be amended to take account of these changes.

To assist Shareholders, a summary of the amendments is set out below.

Changes in Structure

There have been changes in the ASX related entities and rules associated with the processing and transfer of securities in the Company. The changes to Rule 1.2(a) of the Constitution reflect these changes.

Direct Voting

Presently Shareholders can only attend meetings in person, by proxy, power of attorney, or company representative. Proposed new Rule 5.8(a) allows Shareholders to vote directly on resolutions considered at general meeting by submitting their votes to the Company (either electronically or by post or fax). Rule 5.8(a)(ii) allowing direct voting will make communication with Shareholders more effective and improve access for Shareholders unable to be physically present at meetings.

Dividends

Proposed Rules 8.1(a) and (b) and Rule 8.6(a) include changes to broaden the methods by which the Company may pay dividends to Shareholders, including:

• . reflecting recent changes to the Corporations Act which broaden the ability of companies to pay dividends to shareholders (in the past this has been limited to payment out of profits);

• . providing flexibility for the Company in relation to direct crediting of dividends into shareholders’ bank accounts.

Resolution 3: Remuneration Report

Resolution 3 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.

Explanatory Memorandum.doc