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DATADOT TECHNOLOGY LIMITED — AGM Information 2023
Oct 26, 2023
64764_rns_2023-10-26_d7d8b10d-afe0-45e2-a06c-5ad30709d813.pdf
AGM Information
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Notice of Annual General Meeting
DataDot Technology Limited ACN 091 908 726
Date: Monday 27 November 2023 Time: 10:00am (Sydney time) Place: This Annual General Meeting ( Meeting ) will be conducted as a virtual Meeting, accessible online.
Given the success of the virtual meeting format of the previous three years and in the interests of reducing costs, the Meeting will be held as a virtual Meeting. If you wish to virtually attend the Meeting, please pre-register in advance for the virtual Meeting by sending an email to [email protected]
Lodging Proxy Votes
Shareholders are also strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice.
Important Notes : Shareholders should read this Notice in full.
This Notice does not take into account the individual investment objectives, financial situation, or particular needs of any person. If you are in any doubt about the action you should take, please consult your stockbroker, solicitor, accountant, or other professional adviser without delay.
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DATADOT TECHNOLOGY LIMITED ACN 091 908 726
NOTICE OF ANNUAL GENERAL MEETING
The 2023 Annual General Meeting of members of DataDot Technology Limited is to be held at the date and time, and to conduct the business, itemised below.
Venue: Virtual Meeting Date: Monday 27 November 2023 Time: 10.00 a.m. (Sydney time)
BUSINESS OF THE MEETING
Financial Statements and Reports
To receive and consider the Financial Statements and Reports of the Directors and Auditor for the financial year ended 30 June 2023.
Resolution 1: Remuneration Report
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“In accordance with Section 250R of the Corporations Act, the Company adopts the Remuneration Report as set out in the Directors’ Report.”
Voting Exclusion Statement
The Company will disregard any votes on Resolution 1 by or on behalf of a member of the Key Management Personnel of the Company (including Directors) (“ KMP ”), or their closely related parties. However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP if:
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(a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
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(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.
Note : The vote on this resolution is advisory only and does not bind the Directors or the Company.
Resolution 2: Election of Director – Mr Patrick Raper
To consider, and if thought fit, to pass the following resolution as an ordinary resolution :
“That Mr Patrick Raper, who vacates his position in accordance with Rule 6.2(c) of the Company’s constitution and, being eligible, offers himself for re-election as a Director of the Company, is hereby re-elected as a Director of the Company.”
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Meeting attendance.
Given the success of the virtual meeting format of the previous two years and in the interests of reducing costs, the Company has taken steps to ensure all Shareholders can participate in the Meeting virtually while maintaining the health and safety of shareholders, directors, and staff. Shareholders will not be able to attend the Meeting in person.
If you wish to electronically view the Meeting, please send a pre-registration request to email [email protected] giving details of your shareholding.
If you pre-register at the above email, the relevant Meeting link will be sent to you approximately 48 hours before the Meeting.
Shareholders do not need to attend a Meeting physically in order to cast their votes or to participate in the Meeting. Accordingly, the Company strongly encourages all Shareholders who wish to vote to do so by:
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(1) participating in the virtual Meeting – you must pre-register as noted above;
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(2) appointing the Chair as their proxy (and where desired, direct the Chair how to vote on a Resolution) by completing and returning the Proxy Form; or
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(3) lodging their votes online at https://www.votingonline.com.au/ddtagm2023
Virtual Meeting
The Company will provide Shareholders with an opportunity to ask questions during the Meeting in respect of the formal items of business as well as general questions in relation to the Company and its business.
Shareholders are encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted to email [email protected] at least 48 hours before the Meeting.
Shareholders will also be able to vote at the virtual Meeting although as all resolutions will be determined by poll, shareholders are encouraged to submit their votes in advance of the meeting.
Other Information
The Explanatory Memorandum accompanies and forms part of this Notice.
All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.
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Voting by Proxy
Any Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.
The proxy does not need to be a shareholder of the Company. A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.
A proxy need not be a shareholder of the Company and may be an individual or a body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:
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appoints an individual to exercise its powers at the meeting in accordance with Sect250D of the Corporations Act; and
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provides satisfactory evidence of the appointment of its corporate representative to the Company at least 48 hours prior to the commencement of the meeting (unless previously provided).
If such evidence is not received at least 48 hours prior to the commencement of the meeting, then the body corporate proxy (through its representative) will not be permitted to act as the shareholder’s proxy.
Proxy forms (and if the appointment is signed by the appointer’s attorney, the original authority under which the appointment was signed or a certified copy of the authority) must be:
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(a) lodged at the Company’s share registry, Boardroom Pty Limited; or
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(b) faxed at the fax number specified below,
not later than 10.00 a.m. (Sydney time) on Saturday 25 November 2023.
Boardroom Pty Limited (hand deliveries) Boardroom Pty Limited Level 12 225 George St Sydney NSW 2000 Boardroom Pty Limited (postal deliveries) Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001
Fax number for lodgment 02 9290 9655
Voting Online
To vote online you should visit the following website: www.votingonline.com.au/DDTagm2023
A form of proxy is provided with this Notice.
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Entitlement to Vote
In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 p.m. (Sydney time) on Saturday 25 November 2023. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
By Order of the Board DataDot Technology Limited Gordon Ogborne Company Secretary 27 October 2023
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DATADOT TECHNOLOGY LIMITED ACN 091 908 726 EXPLANATORY MEMORANDUM
This Explanatory Memorandum relates to the 2023 Annual General Meeting of the Company to be held as a virtual meeting at 10:00am on Monday, 27 November 2023.
Financial Report and Reports of the Directors and Auditor
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 three reports, together comprising the Company’s Annual Report, before its Shareholders at the Meeting.
Resolution 1: Remuneration Report
Resolution 1 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 a vote at the annual general meeting. The Remuneration Report is contained in the Directors’ Report. Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company, and a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any arrangements in the Remuneration Report. The Chairman will allow reasonable opportunity for Shareholders to ask about or make comments on the Remuneration Report.
The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.
The Board unanimously recommends that Shareholders vote for this resolution.
The Chairman intends to vote all undirected proxies in favour of resolution 1.
Resolution 2: Re-election of Patrick Raper
Under Rule 6.2(c) of the Company’s Constitution, where a Director has been appointed to be a Director as an addition to the existing Directors, they hold office only until the end of the next following general meeting and they are eligible for re-election at that general meeting. Accordingly, Mr Raper vacates his position and seeks re-election.
Patrick brings to the Board of DDT over 30 years’ experience as an accomplished CFO, Director, and Company Secretary for ASX listed companies, international companies, subsidiaries of international companies, private companies, Private Equity owned companies, NFP’s and StateOwned Corporations.
He established and provided CFO, Governance and Company Secretary expertise for Ecosave Holdings Limited (ASX: ECV) and CMA Corporation Limited (ASX: CMV) and has held a number of roles within the Investment portfolio companies of Hawkesbridge Private Equity including variously Company Secretary, CFO, Joint Managing Director and Chairman of Trippas White Catering as well as Director of Corporate Services with Integrated Premises Services Pty Limited.
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Patrick formerly was also CFO and Company Secretary for a number of Touraust Corporation managed entities including Reef Casino Trust (ASX: RCT), Australian Tourism Group (ASX: ATU), The Chifley Hotels Group and the International College of Management (formerly ICTHM) at Manly in NSW.
Patrick has also held short term contract Company Secretary roles for Toys"R"Us ANZ Limited (ASX: TOY) and the Port Authority of New South Wales.
In the period between 2014 and retirement in December 2021 Patrick was variously CFO and Company Secretary of DataDot Technology Limited (ASX: DDT) and its subsidiaries.
Patrick now holds Board level roles with Star Combo Pharma Limited (ASX: S66), Mosman Cricket Club and Northcare Management Limited (atf The Northcare Foundation) and is a Justice of the Peace for NSW.
The Board, other than Mr Raper, recommends the re-election of Mr Raper as a Director.
The Chairman intends to vote all undirected proxies in favour of resolution 2.
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Glossary - In this Notice and Explanatory Memorandum:
Auditor’s Report means the auditor’s report in the Financial Report. Board means the board of Directors.
Chairman means the person appointed to chair the Meeting convened by this Notice. Company means DataDot Technology Limited (ACN 091 908 726).
Constitution means the constitution of the Company as at the commencement of the Meeting. Corporations Act means Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors’ Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.
Explanatory Memorandum means the explanatory memorandum attached to the Notice. Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Meeting means the annual general meeting to which this Notice relates.
Notice means this notice of meeting.
Proxy Form means the proxy form attached to the Notice.
Share means an ordinary share in the capital of the Company. Shareholder means a shareholder of the Company.
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All Correspondence to:
� By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
� By Fax: +61 2 9290 9655
� Online: www.boardroomlimited.com.au
- By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 10:00am (Sydney time) on Saturday, 25 November 2023.
� TO APPOINT A PROXY ONLINE
STEP 1: VISIT https://www.votingonline.com.au/ddtagm2023 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
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BY SMARTPHONE
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (Sydney time) on Saturday, 25 November 2023. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
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Online https://www.votingonline.com.au/ddtagm2023
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� By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
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In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
DataDot Technology Limited ACN 091 908 726
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of DataDot Technology Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Monday, 27 November, 2023 at 10:00am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.
STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.
For Against Abstain*
Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Mr Patrick Raper as a Director
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STEP 3
SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2023
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