DATADOT TECHNOLOGY LIMITED — Governance Information 2010

Dec 22, 2010

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Share Trading Policy

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DataDot Technology Ltd

Last revised: 22 December 2010

SH ARE TR ADING POLICY

1 INSIDER TRADING

It is a criminal offence to buy, sell or otherwise deal in a company’s shares while in possession of information concerning the company that is not generally available and which, if it were generally available, would influence a person who commonly invests in securities to buy or sell that company’s shares.

It is also unlawful to pass on such information to other persons or encourage others to buy, sell or otherwise deal in a company’s shares in such circumstances.

An "insider" can be an employee, shareholder, director or anyone in a relationship with the company likely to have access to private and sensitive information. This extends so far as to include friends, family or other people where price sensitive information may be divulged.

Price sensitive information includes any information about the company's performance that is not available generally and is likely to affect the price of the company's shares. This information is generally known by senior management and board members, but may also be available to employees who are involved in various projects, or professional advisers of DDT.

The DataDot Technology Limited (“DDT”) Share Trading Policy is subject to this overriding prohibition on insider trading. For all DDT personnel, trading in the company’s shares is prohibited at any time if in possession of inside information.

2 APPLICATION OF POLICY

The policy applies to Key Management Personnel (“KMP”) of the DataDot Technology group of companies. KMP are directors and executives who have authority for planning, directing and controlling the activities of DDT and other companies in the group.

3 TRADING WINDOWS

• KMP will restrict buying and/or selling of DDT shares to the following Trading Windows:

  • during the period of 30 days following the date of the lodgement of the DDT preliminary final report (Appendix 4E) with the ASX.

  • during the period of 30 days following the date of lodgement of the DDT preliminary half-yearly report (Appendix 4D) with the ASX.

  • during the period of 30 days following the date of lodgement of the annual audited accounts, auditor’s report and Directors’ Statement with ASIC.

  • during the period of 30 days following the date of the AGM.

  • during the period of 30 days following the release of any disclosure document offering securities in the company.

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Share Trading Policy

4 CLOSED PERIOD

Subject to clauses 5 and 6, any day not included in a Trading Window is a Closed Period during which share trading is prohibited.

5 EXCLUDED TRADING

Share trading is excluded from the operation of clauses 3 and 4 where:

• the trading results in no change in beneficial interest in the securities;

• trading occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party;

• the KMP has no control or influence with respect to trading decisions; or

• the trading occurs under an offer to all or most DDT shareholders.

Examples of excluded trading include:

• transfers of DDT shares into a superannuation fund or other saving scheme in which the KMP is a beneficiary;

• an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in DDT shares) where the assets of the fund or other scheme are invested at the discretion of a third party;

• where a KMP is a trustee, trading in DDT shares by that trust, provided that the KMP is not a beneficiary of the trust and any decisions to trade during a Closed Period is taken by the other trustees or by the investment managers independently of the KMP;

• undertakings to accept, or the acceptance of, a takeover offer;

• trading under an offer or invitation made to all or most of the shareholders, such as a rights issue, share purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether to take up the entitlements and the sale of entitlements required to provide for the take up of the balances of entitlements under a renounceable rights issue;

• the exercise (but not the sale of shares following exercise) of a right under the Executive Share Rights Plan where the final date for the exercise of the right falls during a Closed Period that has been exceptionally long, or there have been a number of consecutive Closed Periods, and the KMP could not reasonably have been expected to exercise the right at a time when free to do so.

6 EXCEPTIONAL CIRCUMSTANCES

In Exceptional Circumstances KMP may be granted prior written clearance to sell DDT shares during a Closed Period.

Exceptional Circumstances will apply only where, in the opinion of the designated officer or officers:

• the KMP is in severe financial hardship, or

• other circumstances affecting a KMP are considered exceptional; and

• the sale of DDT shares is considered to be the only reasonable course of action available to the KMP.

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Share Trading Policy

Designated officers are:

• in the case of KMP other than the Chairman, the Chairman; and

• in the case of the Chairman, the Chairman of the Audit & Risk Management Committee and CEO.

Prior written clearance to sell shares in Exceptional Circumstances must specify a period, not to exceed one week, within which DDT shares may be sold. The prior written clearance may be sent to the KMP by e-mail, will be copied to the Company Secretary, and will be noted in the Minutes of the next following Board meeting.

7 TRADING IN DERIVATIVE PRODUCTS

KMP are prohibited from hedging share rights and from trading in Closed Periods in financial products issued or created over or in respect of DDT shares.

8 INSTRUCTIONS TO BROKERS

Directors are required to instruct their brokers that transactions in DDT shares, which require market disclosure via an Appendix 3Y, may only be initiated on the director’s personal instructions.

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