TECHNOLOGY ONE LIMITED — AGM Information 2011

Jan 10, 2011

Commercial in Confidence

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11 January 2011

Australian Securities Exchange Company Announcements Platform

Technology One Limited (ASX:TNE) - Notice of Annual General Meeting

Attached is the company’s Notice of Meeting, for its upcoming Annual General Meeting on 18 February 2011.

This replaces the Notice of Meeting lodged with the ASX on 10 January 2011, which contained a typographical error.

The Remuneration Report (Resolution 3) is contained on pages 31-34 of the Annual Report, and not on pages 39-42 as stated on the original Notice.

All shareholders will receive the attached Notice of Meeting.

DAVID ORCHARD

Company Secretary

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1

DEAR ShAREhOLDER

Notice is given that the 2010 Annual General Meeting of Technology One Limited ACN 010 487 180 (Company) will be held at Brisbane Convention and Exhibition Centre, Merivale St, South Brisbane, on Friday 18 February 2011 at 10.30am (Queensland time).

On behalf of the Board, I have pleasure in inviting you to the Annual General Meeting of the Shareholders of Technology One Limited.

The meeting will be held at the Brisbane Convention and Exhibition Centre, Merivale St, South Brisbane on Friday 18 February 2011 at 10.30am (Queensland time).

The Directors look forward to welcoming Shareholders to the Annual General Meeting. Refreshments will be served at the conclusion of the meeting, giving you the opportunity to meet the Directors of the Company.

Your Directors are unanimously of the opinion that the resolutions to be proposed at the Annual General Meeting are in the best interests of the Shareholders and of the Company.

Accordingly, they recommend you vote in favour of the resolutions set out in the Notice of Meeting as they intend to do in respect of their own beneficial holding insofar as the Directors are permitted to vote. Undirected proxies will be voted in favour of the Resolutions if left blank or if made out to the Chairman.

Yours faithfully,

Adrian Di Marco Executive Chairman 10 January 2011

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Level 11, TechnologyOne HQ, 540 Wickham Street Fortitude Valley QLD 4006 PO Box 96, Fortitude Valley QLD 4006 phone +61 7 3377 7300 | web www.TechnologyOneCorp.com

ANNUAL GENERAL MEETiNG 2010

ShaREholDER InfoRmatIon

attEnDIng thE mEEtIng

If you are attending the meeting in person, bring this letter and proxy form with you as your identification. Registration will be open from 10am and you are encouraged to register early.

Corporate Shareholders who wish to appoint a person to act as their representative at the meeting can do so by providing the person with a letter authorising the person to act as the company representative at the meeting.

appoIntmEnt of pRoxy

If you are a Shareholder and unable to attend and vote at the Annual General Meeting of Technology One Limited on 18 February 2011, you are entitled to appoint a person as your proxy to attend and vote in your place. Your proxy does not have to be another Shareholder.

If you are a Shareholder entitled to cast two or more votes, you may appoint up to two proxies, and may specify the proportion of voting rights or the number of shares each proxy is appointed to exercise.

You appoint a proxy by using the form enclosed. It must be lodged at least 48 hours before the meeting at the Company’s Share Registry:

Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 or faxed to the Share Registry on (02) 9287 0309.

You can also lodge your vote online at the TechnologyOne Share Registry website linkmarketservices.com.au/technologyone.

Appointing a proxy does not preclude you from attending the meeting, but you will not be able to vote unless you revoke your proxy before the meeting starts.

powER of attoRnEy

Any Shareholders may, by duly executed power of attorney, appoint an attorney to act on their behalf at the meeting. However, before the attorney is entitled to act under the power of attorney, the power of attorney or proof of the power of attorney must be produced for inspection at the Registered Office or at the Share Registry. The attorney may be authorised to appoint a proxy for the Shareholder granting the power of attorney.

DEtERmInatIon of ShaREholDERS RIght to VotE

For the purposes of this meeting, those Shareholders holding shares in the Company at 7pm (NSW time) on 16 February 2011 will be voting members for the meeting.

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AGENDA

ORDiNARY BUSiNESS

financial Statements and Reports

To receive and consider the financial statements and reports of the Directors and the auditors for the year ended 30 September 2010

Resolution 1 – Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: ‘That Ronald McLean, who retires in accordance with rule 16.1 of the Company’s Constitution, and being eligible, be re-elected in accordance with rule 16.2 of the Company’s Constitution.’

Resolution 2 – Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: ‘That Edward Chung, who retires in accordance with rule 16.1 of the Company’s Constitution, and being eligible, be re-elected in accordance with rule 16.2 of the Company’s Constitution.’

Resolution 3 – Remuneration Report

To consider, and if thought fit, to pass the following non-binding resolution as an ordinary resolution: ‘That the Remuneration Report, as contained on pages 31-34 of the Annual Report (in the Directors’ Report), be adopted.’

Dated: 10 January 2011

By Order of the Board Mr David Orchard Company Secretary

Notes

• (a) A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) The proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (c) If you wish to appoint a proxy and are entitled to do so, complete and return the enclosed proxy form.

• (d) A corporation may elect to appoint a representative in accordance with the Corporations Act 2001, in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (e) If you have any queries about how to cast your votes, please call

• Mr David Orchard on 07 3167 7300 during business hours.

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EXPLANATORY MEMORANDUM

Resolution 1 – Election of Director

In accordance with the requirements of the Constitution, Mr McLean retires as a Director and is seeking re-election. Mr McLean has over 30 years experience in the software industry, having held senior positions in companies in Australia and overseas, including the multinational computer manufacturer NCR Corporation.

Mr McLean joined the Board as a non-executive Director in 1992, was appointed as a General Manager in 1994, Chief Operating Officer in 1999 and Chief Executive Officer of Operations in 2003. Mr McLean resigned as Chief Executive Officer of Operations on 15 July 2004, and remains a non-executive director.

Resolution 2 – Election of Director – Edward Chung

In accordance with the requirements of the Constitution, Mr Chung retires as a Director and is seeking re-election. Mr Chung is a Chartered Accountant, Fellow of the Tax Institute of Australia and an Associate Member of the AICD. Prior to joining TechnologyOne as Operating Officer – Corporate Services, Mr Chung was Chief Financial Officer of Queensland Rail, leading a finance team of approximately 300 staff where he was responsible for the areas of accounting, tax and treasury functions, as well as strategy and merger and acquisition activity.

Mr Chung’s experience spans corporate law, audit, senior finance and commercial roles in both the public and private sector.

Resolution 3 – Remuneration Report

In accordance with Section 250R(2) of the Corporations Act 2001, the Shareholders are to vote on the Remuneration report.

This report, as set out on pages 31-34 of the 2010 Technology One Limited Annual Report:

• sets out the Board’s policies in relation to the nature and level of

• remuneration paid to Directors and Executives;

• discusses the link between the Board’s policies and performance;

• provides details of performance conditions for Executives; and

• explains the various components of Executive remuneration.

The Directors believe the remuneration policies adopted by the Company comply with good practice, due to:

• a significant portion of Executives’ total target salaries (ranging from 8-70%)

• being ‘at risk’ by way of incentive component;

• incentive payments are tied to the Company’s Net Profit Before Tax;

• remuneration compares favourably with similar companies.

The Remuneration report (included in the Company’s Annual Report) is also available on the Company’s website (www.TechnologyOneCorp.com) under the Investor Relations section.

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Level 11, TechnologyOne HQ, 540 Wickham Street Fortitude Valley QLD 4006 PO Box 96, Fortitude Valley QLD 4006 phone +61 7 3377 7300 | web www.TechnologyOneCorp.com