MACQUARIE TECHNOLOGY GROUP LIMITED — AGM Information 2003

Oct 26, 2003

$C$ o $R$ F $\overline{O}$ $R$ $A$ $\overline{x}$ F Macquarie Corporate Telecommunications

Holdings Limited ABN 72 056 712 228

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9615 5970 Facsimile 61 2 8234 5050 www.computershare.com

Appointment of Proxy

I/We being a member/s of Macquarie Corporate Telecommunications Holdings Limited and entitled to attend and vote hereby appoint

W	the Chairman
œ	of the Meeting
w. â.	(mark with an 'X')	,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting 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) at the Annual General Meeting of Macquarie Corporate Telecommunications Holdings Limited to be held at the Museum of Sydney Auditorium, Car
Phillip and Bridge Street

IMPORTANT: FOR ITEMS 4 AND 5 BELOW

if the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on items 4 and 5 below, please place a
mark in this box. By marking this box you ackn votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on literia 4 and 5 and your votes will not be counted in computing the required majority if a politic called on these items. The Chairman of the Meeting will not cast your v

Voting directions to your proxy - please mark

to indicate your directions

• Item 2. To elect Dr J Craig as a Director Item 3. To re-elect Mr R Kaye as a Director
• Directors' Fees Item 4.
• Item 5. Issue of Options to Non-Executive Director

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

* 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 votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

---------------------------------------

1.
Sole Director and
Sole Company Secretary

				eren ere

Securityholder 3

Contact Daytime Telephone

																										_________
	Director/Company Secretary

I

Contact Name

Date

How to complete the Proxy Form

$\blacktriangleleft$ Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to yote by placing a mark in one of the three 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 voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item. vour proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(a)$ 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.
• return both forms together in the same envelope. $(b)$

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 9.00am on Wednesday 26 November 2003. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

• by posting, delivery or facsimile to Macquarie Corporate Telecommunications Holdings Limited share registry at the address opposite, or
• by delivery to the Registered Office of Macquarie Corporate Telecommunications Holdings Limited being

Level 6 33 Bligh Street SYDNEY New South Wales 2000 Macquarie Corporate Telecommunications Holdings Limited share registry Computershare Investor Services Pty Limited GPO Box 4195 Sydney New South Wales 2001 Delivery: Level 2/60 Carrington Street, Sydney Facsimile 61 2 8235 8220

A.C.N. 056 712 228

Notice of Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Macquarie Corporate Telecommunications Holdings Limited (Company) will be held at the Museum of Sydney Auditorium. Cnr Phillip and Bridge Streets, Sydney, on Wednesday, 26 November 2003 at 9.00 a.m.

ORDINARY BUSINESS:

Financial Statements

$\ddagger$ . To receive and consider the financial statements of the Company and controlled entities for the year ended 30 June 2003 and the reports by directors and auditors thereon.

Directors

To elect Directors:

• $\mathbf{2}$ Dr J Craig, who was appointed as a Director since the last Annual General Meeting, retires in accordance with Rule 8.1(e)(1) of the Company's Constitution and, being eligible, offers herself for election.
• $3¹$ Mr R Kaye retires by rotation in accordance with Rule $8.1(e)(2)$ of the Company's Constitution and, being eligible, offers himself for re-election.

Information regarding Dr Craig and Mr Kaye can be found on pages 20 and 21 (respectively) of the 2003 Annual Report.

Directors' Fees

1. To consider, and if thought fit, pass the following resolution:

"That, in accordance with Australian Stock Exchange Limited Listing Rule 10.17, the aggregate amount of remuneration that may be paid to the Directors for the purposes of clause 8.3 of the Company's Constitution, be increased by \$250,000 per annum (to \$500,000) to be divided among the Non-Executive Directors in such proportion and manner as the Directors agree in respect of the financial vear ending 30 June 2004 and for each subsequent financial vear until otherwise determined by the Company in general meeting."

Voting Exclusion

The Company will disregard any votes cast on Resolution 4 by a Director or an associate of a Director. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• It is cast by the person chairing the meeting as a proxy for a person who is entitled to vote. in accordance with a direction on the proxy form to vote as the proxy decides.

A.C.N. 056 712 228

Notice of Meeting

Issue of Options to Non-Executive Director

1. To consider, and if thought fit, pass the following resolution:

"That approval be and is hereby given for the purpose of Australian Stock Exchange Limited Listing Rule 10.11 to the Company issuing 400,000 options to Dr J Craig, a director of the Company, to subscribe for ordinary shares in the Company on the terms set out in the Explanatory Notes to this Notice of Meeting."

Voting Exclusion

The Company will disregard any votes cast on Resolution 5 by Dr J Craig or an associate of Dr J Craig. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or
• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A Koolmees Secretary 24 October 2003

Proxies

• Votes at the general meeting may be given personally or by proxy, attorney or representative.
• A shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies to attend and vote at the meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If two proxies are appointed and the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.
• A proxy may but need not be a shareholder of the Company. $\bullet$
• The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under attorney duly authorised.
• The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be received at the address notified by the Company not later than 48 hours before the commencement of the meeting at 9.00 am on Wednesday, 26 November 2003. Any proxy form received after that time will not be valid for the scheduled meeting.

A.C.N. 056 712 228

Notice of Meeting

Explanatory Note Resolution 4 - Directors' Fees

Shareholders are requested to approve the increase in the aggregate amount of remuneration that may be paid to the Non-Executive Directors, in accordance with resolution 4.

This approval is sought pursuant to ASX Listing Rule 10.17. None of the Directors, nor any of their associates, is entitled to vote on resolution 4 except in the limited circumstances referred to in the Voting Exclusions set out in the Notice of Meeting for this resolution.

Shareholders' attention is drawn to the fact that the aggregate amount of remuneration that may be paid to the Non-Executive Directors was last increased some three vears ago at the Company's Annual General Meeting in November 2000.

The Company proposes the increase for two reasons. The first is to enable the Company to give effect to an increase in the annual fees currently being paid to the Non-Executive Directors. The increase in fees is designed to recognise that the Non-Executive Directors are making a significant time commitment to the Company and its businesses and that their expertise and skill is a highly valued addition to the stewardship of the Company. It also recognises that there has been a significant increase in the demands of directors of listed companies under the law and by regulators. In accordance with movements in best practice corporate governance and an increasingly complex requilatory environment, the responsibilities and time commitment of directors have grown considerably in the last three years.

In giving effect to the increase in annual fees, the Company would require the Non-Executive Directors to forego any retirement payments or other benefits available to them in their capacity as Non-Executive Directors, other than the accrual of benefits arising from the compulsory payment of superannuation to the minimum extent required by law.

The second reason for the increase is to enable the Company to appoint an additional Non-Executive Director to the Board. The current aggregate amount of remuneration that may be paid to the Non-Executive Directors would not permit such an appointment. While there is no present intention of making such an appointment, the Company considers it prudent to make the necessary arrangements to cater for the possibility.

If shareholders approve the increase in the maximum amount in aggregate that may be paid to Non-Executive Directors each year, then it is proposed that the fees for Non-Executive Directors be increased following the Annual General Meeting (with effect from 1 July 2003) as follows:

• for the Chairman, from \$120,000 to \$150,000;
• for each other Non-Executive Director, from \$60,000 to \$90,000. $\ddot{\phantom{0}}$

Shareholders should note that the aggregate amount approved does not necessarily mean that the entire amount will be paid to the Non-Executive Directors each financial year.

A.C.N. 056 712 228

Notice of Meeting

Explanatory Note Resolution 5 - Issue of Options to Non-Executive Director

Shareholders are requested to approve the issue of 400,000 options (Options) to Jane Craig, a Non-Executive Director, in accordance with resolution 5.

This approval is sought pursuant to ASX Listing Rule 10.11. Neither Dr Craig, nor any of her associates, is entitled to vote on resolution 5 except in the limited circumstances referred to in the Voting Exclusions set out in the Notice of Meeting for this resolution.

In accordance with ASX Listing Rule 10.13.3, if approved by shareholders the Options will be issued within 1 month of the date of this Annual General Meeting.

The terms of the Options are summarised below. In particular, shareholders' attention is drawn to the following terms:

• the exercise price will be the weighted average market price of the Company shares which are traded on the Australian Stock Exchange over a period of 5 trading days following the holding of the 2003 Annual General Meeting;
• the Options cannot be exercised for a period of 2 years from the date of this Annual General Meeting (Vesting Date):
• the Options will lapse if Dr Craig ceases to hold office before the Vesting Date, except in very limited circumstances which are described below.

Since her appointment as a Executive Director in January this year, the Company's executive team, and in particular the and Senior Management team, have drawn heavily on the time and expertise of Dr Craig. Her expertise and experience have been invaluable in assisting the Company in setting and successfully implementing the strategic direction of the Company.

As the Company wants to continue to draw on the time, skill and expertise of Dr Craig, it is considered appropriate that she be issued with the Options. The issue of the Options will ensure that there is alignment between her additional compensation and the Company's share price growth and shareholder welfare.

The alignment to share price growth and shareholder wealth results from a number of factors including:

• the Options can only be exercised after two years and provided Dr Craig remains in office during that two year period;
• if there is growth in share price then Dr Craig will participate in that growth as effective compensation for the services which she has performed for the benefit of the Company. If there is no growth in the Company's share price these services will, effectively, be performed for no additional consideration.

In addition, the issue of the Options to Dr Craig will ensure that she is placed in the same position as her fellow Non-Executive Directors, each of whom has been issued with options by the Company. In particular, shareholders' attention is drawn to the following:

the number of Options is identical to the number currently held by Mr Kaye (namely, 400,000);

A.C.N. 056 712 228

Notice of Meeting

the mechanism for determining the exercise price for the Options and the length of the vesting and exercise periods for the Options, are identical to those applying to options issued to Mr Priest and Mr Kaye.

The terms of the Options are summarised below:

• $\ddagger$ . Each option will be issued for no monetary payment.
• $\overline{2}$ . Each option will have an exercise price which is equivalent to the weighted average market price of shares in the Company traded on ASX during the 5 business days following the date of the 2003 annual general meeting.
• $3₁$ Each option will expire on 26 November 2008, unless it has lapsed or has been exercised before that date.
• 1. Subject as set out below the Options will not vest until 26 November 2005. Thereafter, the Options are exercisable until the expiry date by the holder giving a Notice of Exercise of Option to the Company accompanied by the exercise price.
• 1. The Options will lapse in the event that Dr Craig ceases to be a director of the Company for whatever reason prior to 26 November 2005.
• 1. The Options are not assignable or transferable.
• $\overline{7}$ . The Options will not be quoted on the Australian Stock Exchange.
• 1. In the event of:
• any reconstruction (including consolidation, sub-division, reduction capital return, equal access share buy back or cancellation) of the Share Capital of the Company; or
• pro rata offer or issue of shares to shareholders (whether by way of rights issue or bonus $\overline{a}$ issue or otherwise).

the number of shares to be issued on the exercise of the Options, the number of Options or the exercise price of the Options or any combination of them will be reconstructed in a manner which does not result in any additional benefits being conferred on the holder which are not conferred on the shareholders of the Company, in all other respects the Options will remain unchanged.

• $9₁$ Any reconstruction for the purposes of the preceding paragraph is to be determined by the Board consistently with the requirements of the preceding paragraph and the requirements of the following. If an adjustment is required the adjustment will subject to the Listing Rules, be in the manner set out in this clause in the circumstances set out below:
• on a bonus issue which is pro rata to existing shareholders then unless shares have been issued in respect of the option before the record date for determining entitlements to the bonus issue, the number of shares over which the option is exercisable shall be increased by the number of shares which the participant would have received if the participant had exercised the option prior to the record date for the bonus issue:

A.C.N. 056 712 228

Notice of Meeting

• if the Company makes an issue of shares subsequent to an offer made pro rata to existing shareholders, other than a bonus issue, and no share has been allotted in respect of an option before the record date for determining entitlements to the rights issue, the exercise price of the option shall be reduced in accordance with the formula set out in Listing Rule 6.22 as at the date of this notice of meeting:
• if the share capital of the Company is reorganised in a manner referred to in ASX Listing Rule 7.22, then the options are to be treated under the reorganisation in the manner set out in that Listing Rule.
• The Board may approve the exercise of the Options prior to the Vesting Date in its absolute $10¹$ discretion in limited circumstances being:
• death or permanent disability of the optionholder, or $\overline{a}$
• if (a) offers are made to acquire the whole of the issued ordinary share capital of the Company and after the: announcement of the offer; the offeror acquires control of the Company, or (b) offers are made to acquire the whole of the issued ordinary share capital of the Company by any person who has control of the Company, or
• a scheme of arrangement made in compliance with the Corporations Act 2001. L.