MACQUARIE TECHNOLOGY GROUP LIMITED — AGM Information 2011

Oct 20, 2011

ACN 056 712 228

Macquarie Telecom Group Limited

Notice of Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Macquarie Telecom Group Limited ACN 056 712 228 ( Company ) will be held at the Museum of Sydney Auditorium, Cnr. Phillip and Bridge Streets, Sydney, NSW 2000, Australia, on Friday, 25 November 2011, at 9.00 a.m, for the purpose of transacting the business set out in this Notice of Meeting.

If you are unable to attend the Annual General Meeting, you are requested to complete the form of proxy enclosed with this Notice of Meeting ( Proxy Form ). This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below by no later than 9.00 am on 23 November 2011 (being 48 hours before the commencement of the Annual General Meeting). Any Proxy Form received after that time will not be valid for the scheduled Annual General Meeting.

Hand deliveries: Boardroom Limited Level 7 / 207 Kent Street Sydney NSW 2000 Postal address: Boardroom Limited GPO Box 3993 Sydney NSW 2001 Fax number: +612 9290 9655 Online: www.boardroomlimited.com.au/vote/macquarieagm2011

ORDINARY BUSINESS:

Item 1 – Financial Statements and Reports

To receive and consider the Financial Report, the Directors' Report and the Auditor's Report of the Company and its controlled entities for the year ended 30 June 2011.

Item 2 – Remuneration Report

To consider, and if thought fit, to pass the following resolution as a non-binding ordinary resolution .

"That the Remuneration Report for the year ended 30 June 2011 be adopted."

Item 3 – Re-Election of Robert Kaye as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution .

"That Robert Kaye, who retires by rotation in accordance with Rule 8.1(e)(2) of the Company’s Constitution and, being eligible, offers himself for re-election, be elected as a Director of the Company."

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Macquarie Telecom Group Limited

ACN 056 712 228

Notice of Meeting

OTHER BUSINESS:

To transact any other business which may properly be brought before the Annual General Meeting.

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R Lutterbeck Company Secretary 21 October 2011

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Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

This Explanatory Memorandum has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Memorandum provides shareholders with the information required to be provided to shareholders by the Corporations Act 2001 (Cth) ( Corporations Act ) and the Listing Rules of ASX Limited ACN 103 624 691 ( ASX Listing Rules ).

This Explanatory Memorandum sets out an explanation of each of the resolutions to be put to shareholders.

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ACN 056 712 228

Macquarie Telecom Group Limited

Explanatory Memorandum

– Explanatory Note Item 1 Financial Statements and Reports

The Corporations Act requires that the Financial Report, Director's Report and Auditor's Report be laid before the Annual General Meeting each year. There is no requirement either in the Corporations Act or the Company's Constitution for shareholders to vote on, approve or adopt these reports.

Shareholders will have a reasonable opportunity at the Annual General Meeting to ask the Chairman questions and make comments on the business, operations and management of the Company. The auditor of the Company will also be available to take shareholders' questions and comments about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Annual General Meeting, written questions to the Company’s auditor about the conduct of the audit of the Financial Report and the preparation and content of the Auditor’s Report, may be submitted no later than the fifth business day before the day on which the Annual General Meeting is held (i.e. no later than 5:00 pm on 18 November 2011) to:

The Company Secretary Level 20, 2 Market Street Sydney, NSW, 2000 Australia Email: rlutterbeck@macquarietelecom.com Fax: +612 8221 7788

The Company will pass all written questions on to the auditor. The auditor will prepare and provide to the Company a question list which sets out the questions that the Company has passed on to the auditor and that the auditor considers to be relevant to the conduct of the audit of the Financial Report or the content of the Auditor's Report. Please note that a question may not be included in the question list if the question list includes a question that is substantially the same as that question or if it is not practicable to include the question in the question list because of the time when the question is passed on to the auditor.

There is no requirement for the auditor to provide written answers to the questions, however, if the auditor chooses to prepare written answers to any of the questions, the Chairman may permit the auditor to table the written answers at the Annual General Meeting. The auditor will also answer questions asked at the Annual General Meeting however where questions concern issues raised in the written questions, the auditor may refer shareholders to the written answers (if any).

– Explanatory Note Item 2 Remuneration Report

The Corporations Act requires that the Remuneration Report be adopted at the Company's Annual General Meeting by a resolution. While there is a requirement for a formal resolution, the shareholders' vote is advisory only and does not bind the Company, nor will it require the Company to alter any arrangements detailed in the Remuneration Report should the resolution not be passed. However, the Directors will take the outcome of the vote into consideration when reviewing the remuneration policies and practices of the Company in the future.

The Remuneration Report is set out on pages 20 to 24 the Company’s 2011 Annual Report. The Remuneration Report explains the structure of, and policy behind, the Company's remuneration practices and the link between the remuneration of employees and the Company's performance. The Report also sets out remuneration details of each Director and for any specified executive of the Company.

Shareholders will have a reasonable opportunity at the Company's Annual General Meeting to ask

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Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

questions and make comments on the Remuneration Report.

From 1 July 2011, the Corporations Act has been amended so that if there are two consecutive Annual General Meetings of the Company held after 1 July 2011 and at each of those Annual General Meetings, at least 25% of votes cast are against the adoption of the Remuneration Report put before the Annual General Meeting (in accordance with section 250R of the Corporations Act), the second Annual General Meeting must also consider a resolution that a further meeting of the Company's shareholders be held within 90 days ( Spill Meeting ) at which the then current Directors of the Company (as at the time of the second Annual General Meeting, but excluding the Managing Director) will cease to hold office immediately before the end of that Spill Meeting and resolutions will be put to the vote to appoint new Directors of the Company to fill those vacancies (which may include re-election of those current Directors).

The Directors recommend that shareholders vote in favour of Item 2.

Voting on Item 2 (Remuneration Report) by proxy

The Australian Securities and Investments Commission ( ASIC ) has advised in Information Sheet 144 that there is some uncertainty as to whether the Chairman of the Annual General Meeting whose remuneration details are included in the Remuneration Report may be prohibited from voting undirected proxies on a resolution to adopt the Remuneration Report. Accordingly, in accordance with ASIC guidance, the Board has resolved that undirected proxies held by the Chairman of the Annual General Meeting, other Directors or any other member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report (or Closely Related Parties of such persons) will not be voted on Item 2 (Remuneration Report).

Key Management Personnel of the Company includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or non-executive) of the Company. A Closely Related Party to a member of the Key Management Personnel is a term defined in the Corporations Act and includes a member's spouse, child, spouse's child, dependent on the member or their spouse, a company the member controls, member's family who may be expected to influence, or be influenced by, the member in the members dealings with the Company.

Shareholders are encouraged, should they choose to appoint a proxy, to direct that proxy as to how to vote on Item 2 (Remuneration Report) by marking either ' For ' , ' Against ' or ' Abstain ' on the proxy form for that item of business.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on Item 2 (Remuneration Report) by a member of the Key Management Personnel of the Company details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member of the Key Management Personnel (each an Excluded Shareholder ).

However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy); and

• (b) the vote is not cast on behalf of an Excluded Shareholder.

Accordingly, shareholders entitled to vote on Item 2 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personnel including the Chairman of the Annual General Meeting (or Closely Related Parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that shareholder's vote on Item 2 (Remuneration Report) being disregarded.

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Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

Explanatory Note Item 3 – Re-election of Robert Kaye as Director

The ASX Listing Rules require the Company to hold an election of Directors each year. Rule 8.1(e)(2) of the Constitution of the Company also requires one third of the Directors (other than the Managing Director) to retire from office at each Annual General Meeting, together with any Director who has held office without re-election for 3 or more years.

Mr Kaye who retires by rotation in accordance with Rule 8.1(e)(2) of the Company’s Constitution and, being eligible, offers himself for re-election as a Director of the Company.

Mr Kaye was appointed as a Director in 2001. Mr Kaye was British Telecom’s Director of Market and Business Development for the Australasian region, a former Managing Director of British Telecom’s Australian operations, and a Director of Clear Communications Ltd in New Zealand, until retirement in June 2002. Mr Kaye has held CEO positions in the past with several major IT&T companies. Mr Kaye is chairman of the Corporate Governance, Nomination and Remuneration Committee and a member of the Audit and Risk Management Committee.

Further information regarding Mr Kaye can be found on page 17 of the 2011 Annual Report.

The Directors of the Company, with Mr Kaye abstaining, recommend that the shareholders vote in favour of re-electing Mr Kaye as a Director of the Company.

The Chairman of the Annual General Meeting intends to vote undirected proxies in favour of Mr Kay's re-election.

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Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

VOTING INSTRUCTIONS

Entitlement to vote

For the purposes of the Corporations Regulation 7.11.37, the Board has determined that in relation to the Annual General Meeting being convened by this Notice of Meeting and the entitlement to attend and vote at the Annual General Meeting, shares will be taken to be held by the persons who are registered shareholders at 7:00 pm (Sydney time) on Wednesday, 23 November 2011.

Accordingly share transfers registered after that date will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Voting by proxy

• A shareholder entitled to attend and vote, is entitled to appoint a proxy.

• A shareholder entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies to attend and vote at the Annual General 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.

• The instrument appointing the proxy must be in writing, legally valid and signed by the appointer or the appointer's attorney.

• 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 on page 1 of this Notice of Meeting, no later than 48 hours before the commencement of the Annual General Meeting (i.e. by no later than 9.00 am on Wednesday, 23 November 2011 ). Any proxy form received after that time will not be valid for the scheduled Annual General Meeting.

Shareholders should refer to the proxy form for further information on appointing a proxy.

Directing your proxy

When appointing a proxy, shareholders can direct the proxy as to how to vote on each item of business by marking either ' For ' , ' Against ' or ' Abstain ' on the proxy form for that item of business (i.e. a directed proxy), and the proxy must vote in that manner.

If a shareholder does not direct the proxy as to how to vote (i.e. an undirected proxy), the proxy appointed by the shareholders may vote as he or she thinks sees fit, except as noted below in relation to Item 2 (Remuneration Report).

The Chairman of the Meeting will not vote any undirected proxies held by the Chairman on Item 2 (Remuneration Report). The Chairman of the Meeting will vote undirected proxies in favour of Item 3 (Re-election of Robert Kaye as a Director).

If you appoint the Chairman of the Annual General Meeting as your proxy and do not direct the Chairman how to vote on Item 2 (Remuneration Report), he will not vote your proxy on that item of business. Similarly, if you appoint any other member of the Company's Key Management Personnel or any of their Closely Related Parties, and do not direct them how to vote, that person will not vote your proxy on that item of business.

Key Management Personnel of the Company includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or non-executive) of the Company. Closely Related Parties to a member of the Key Management Personnel is a term defined in the Corporations Act as including a member's spouse, child, spouse's child, dependent on the member or their spouse, a company the member controls, member's family who may be expected to

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Macquarie Telecom Group Limited

ACN 056 712 228

Explanatory Memorandum

influence, or be influenced by, the member in the members dealings with the Company.

Corporate Representatives attending

If your shareholding is registered in a company name and you would like to attend the Annual General Meeting (and do not intend to return a proxy form), please bring with you to the Annual General Meeting a duly completed Certificate of Appointment of Corporate Representative to enable you to attend and vote at the Annual General Meeting. Alternatively contact the Company's share registry, Boardroom Limited on 1300 737 760 or +61 2 9290 9600, who will forward to you a form for completion.

Voting Exclusion Statement for Item 2 (Remuneration Report)

In accordance with the Corporations Act, the Company will disregard any votes on Item 2 (Remuneration Report) by a member of the Key Management Personnel of the Company details of whose remuneration is included in the Remuneration Report, or a Closely Related Party of such a member of the Key Management Personnel (each an Excluded Shareholder ) and any undirected proxy votes cast by any member of the Key Management Personnel and their Closely Related Parties.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the proposed resolution (i.e. a directed proxy); and

• (b) the vote is not cast on behalf of an Excluded Shareholder.

Accordingly, shareholders entitled to vote on Item 2 (Remuneration Report), who appoint as their proxy, a member of the Key Management Personnel including the Chairman of the Annual General Meeting (or Closely Related Parties of such persons), should direct their proxy as to how to vote. Failing to direct the proxy may result in that shareholder's vote on Item 2 (Remuneration Report) being disregarded.

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