DTI GROUP LTD — AGM Information 2016

Oct 20, 2016

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21 October 2016

ASX Company Announcements Australian Securities Exchange Ltd Level 40 Central Park 152–158 St Georges Terrace Perth WA 6000

Dear Sir/Madam

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

Attached are the following documents:

1. Notice of Meeting and Explanatory Statement for the Annual General Meeting (AGM) of DTI Group Ltd to be held at 2.00pm on Tuesday, 22 November 2016 at the Company’s head office located at 31 Affleck Road, Perth Airport, Western Australia; and

2. Proxy Form for the AGM.

The Notice of Meeting and Explanatory Statement, together with the Proxy Form will shortly be despatched to security holders.

Yours faithfully

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Bruce Mitchell

Company Secretary

31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190 DTI Group Ltd | ABN 15 069 791 091

www.dti.com.au

DTI GROUP LTD ACN 069 791 091

NOTICE OF ANNUAL GENERAL MEETING

AND PROXY FORM

Date of Meeting

Tuesday 22 November 2016

Time of Meeting 2.00pm AWST

Place of Meeting DTI Group Ltd 31 Affleck Road Perth Airport WA 6105

This Notice of Annual General Meeting should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay. Should you wish to discuss matters in this Notice, please contact the Company Secretary, Bruce Mitchell, on +61 8 9479 1195.

DTI GROUP LTD ACN 069 791 091

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting for 2016 of Shareholders of DTI Group Ltd, ACN 069 791 091 (“Company”), will be held at 31 Affleck Road, Perth Airport, Western Australia on 22 November 2016 commencing at 2.00pm AWST.

AGENDA

BUSINESS

1 Financial and Statutory Reports

To receive and consider the financial report and the reports of the Directors and of the auditor for the financial year ended 30 June 2016.

2 Resolution 1: Adoption of Remuneration Report

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

“That for the purpose of section 240R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2016.”

Voting Exclusion Statement

DTI will disregard any votes cast on this Resolution:

• by or on behalf of a member of the KMP or a KMP’s Closely Related Party

• as a proxy by a member of the KMP or a KMP’s Closely Related Party

• unless the vote is cast as a proxy for a person who is entitled to vote on this Resolution

• in accordance with their directions on how to vote on the Proxy Form

• by the Chairman pursuant to an express authorisation of the Proxy Form.

3 Resolution 2: Re-election of Mr Jeremy King as a Director

To consider and if thought fit, to pass with or without amendment the following Resolution as an ordinary Resolution:

“That Mr Jeremy King who retires by rotation in accordance with the Company’s constitution, and being eligible offers himself for re-election, be elected a Director.”

4

Resolution 3: Approval of 10% Placement Capacity

To consider and, if thought fit, to pass the following Resolution as a special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement”.

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

NOTES

The following are important notes regarding proxies. If you are appointing a proxy, please read the following notes and the instructions on the Proxy Form carefully to ensure that your vote counts.

• 1 For the purposes of the Meeting, Shares will be taken to be held by the persons who are registered as Shareholders at 4.00pm AWST on Friday 18 November 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

• 2

• A Shareholder is entitled to attend and vote at the Meeting.

• 3 A Shareholder is also entitled to appoint not more than two proxies. The appointment of one or more proxies will not preclude a Shareholder from attending and voting at the Meeting.

• 4

• A proxy need not be a Shareholder.

• 5 A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the Proxy Form:

• the full name of the body corporate appointed as proxy

• the full name or title of the individual representative of the body corporate at the Meeting.

• 6 Where two proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the voting rights of the Shareholder. If more than one proxy attends the Meeting, neither proxy is entitled to vote on a show of hands. If you wish to appoint two proxies, ensure you complete the relevant section on the Proxy Form.

• 7 If your proxy chooses to vote, he/she must vote in accordance with your directions. If you have directed your proxy to vote, and they fail to attend the Meeting, or they choose to not vote on a poll, then the Chairman will vote your proxies as directed by you.

• 8 If you do not mark a box on the Proxy Form, your proxy may vote as they choose on that item. However, if you intend to appoint a member of KMP as your proxy, please ensure that you direct them how to vote on item 2, Resolution 1. If you appoint a member of KMP or one of their Closely Related Parties as your proxy, they will not be able to cast your votes on item 2, Resolution 1, unless you direct them how to vote or the Chairman is your proxy.

• 9 If you appoint the Chairman as your proxy (or he becomes your proxy by default), by completing and returning the Proxy Form, you will be expressly authorising him to exercise your proxy in relation to item 2, Resolution 1 (adoption of the Remuneration Report) even though this item is connected directly with the remuneration of KMPs.

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

• 10 Shareholders are informed that the Chairman intends for all individual proxies to vote in favour of all Resolutions.

• 11 Instructions on how to complete and lodge Proxy Forms are set out in the Proxy Form with this Notice of Meeting.

BY ORDER OF THE BOARD

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Bruce Mitchell Company Secretary

Date: 14 October 2016

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2.00pm AWST on 22 November 2016 at DTI Group’s office located at 31 Affleck Road, Perth Airport, Western Australia 6105.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

• 1 Financial Statements and Reports

The financial statements, Directors’ report and auditor’s report for DTI for the year ended 30 June 2016 will be laid before the meeting. There is no requirement for Shareholders to approve these reports. The Chairman will, however, allow a reasonable opportunity for Shareholders to ask questions about or make comments on the operations and management of DTI. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the auditor’s report.

• 2 Resolution 1: Adoption of the Remuneration Report

The Remuneration Report as set out on pages 11 to 17 of the 2016 Annual Report of the Company must be put to the vote for its adoption in accordance with section 250R(2) of the Corporations Act. The vote on this Resolution is advisory only and does not bind the Directors.

The Remuneration Report sets out DTI’s remuneration arrangements for Directors, including the Managing Director and Chief Executive Officer, and DTI staff. The Chairman will allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the meeting before calling for a vote on the Remuneration Report.

The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

• 3 Resolution 2: Re-election of Mr Jeremy King as a Director

Pursuant to clause 13.2 of the Company’s constitution, Jeremy King, being a Director, retires by rotation and being eligible, offers himself for re-election as a Director. A short biography of Jeremy King is out below:

• a current non-executive Director

• a corporate lawyer by background and holds a Bachelor of Laws

• has over 15 years experience in domestic and international legal, financial and corporate matters

• has extensive corporate experience, particularly in relation to cross-border private equity and leveraged buy-out acquisitions, as well as acting for banks, financial institutions and corporate issuers in respect of various debt and equity capital raisings

• relevant interest in 369,573 fully paid ordinary shares representing 0.39% of issued capital

• a member of the Company’s Nominations and Remuneration Committee and Chairman of the Audit Risk and Compliance Committee.

Directors’ Recommendation

The Directors (with Jeremy King abstaining) recommend that Shareholders vote in favour of Resolution 2.

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

• 4 Resolution 3: Approval of 10% Placement Capacity

• (a) General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve this Resolution 3, the number of Equity Securities the Eligible entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in section 5(b) below).

The effect of this Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary shares on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under ASX Listing Rule 7.1.

The Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed.

(b) ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (i) is not included in the S&P/ASX 300 Index

• (ii) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $47.75 million based on a market price of $0.51 per Share.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX code: DTI).

The exact number of Equity Securities that the Company may issue pursuant an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

[A X D] – E

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement

• plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2

• plus the number of partly paid shares that became fully paid in the previous 12 months

• plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval

• less the number of Shares cancelled in the previous 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating the Company’s 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.

(c)

Technical Information Required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 3.

(i) Minimum price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (A) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (B) if the Equity Securities are not issued within five Trading Days of the date in paragraph (A) above, the date on which the Equity Securities are issued.

• (ii)

Date of issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (A) 12 months after the date of this Meeting; or

• (B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

( 10% Placement Capacity Period ).

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

(iii) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on issue (variable A* in ASX Listing Rule 7.1A.2)		Dilution	Dilution
	Issue price (per Share)	$0.255 (50% decrease in issueprice)	$0.51 (issue price)	$1.02 (100% increase in issueprice)
93,627,118 (current variable A)	Shares issued – 10% votingdilution	9,362,712 Shares	9,362,712 Shares	9,362,712 Shares
	Funds raised	$2,387,492	$4,774,983	$9,549,966
140,440,677 (50% increase in variable A)	Shares issued – 10% votingdilution	14,044,068	14,044,068	14,044,068
	Funds raised	$3,581,237	$7,162,475	$14,324,949
187,254,236 (100% increase in variable A)	Shares issued – 10% votingdilution	18,725,424	18,725,424	18,725,424
	Funds raised	$4,774,983	$9,549,966	$19,099,932

• The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under ASX Listing Rule 7.1).

The table uses the following assumptions:

• 1 There are currently 93,627,118 Shares on issue, of which 2,000,000 are treasury Shares issued in terms of the DTI Employee Share Plan.

• 2 The issue price set out above is the closing price of the Shares on the ASX on 13 October 2016.

• 3 The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• 4 The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• 5 The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. There are no Options currently on issue.

• 6 The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• 7

• This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• 8 The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

Shareholders should note that there is a risk that:

• the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting

• the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(iv) Equity securities issued in the 12 months preceding the date of the meeting

2,000,000 ordinary Shares in the Company, representing 2.1% of the total number of ordinary Shares on issue prior to the commencement of the 12 month period, were issued on 15 April 2016 in terms of the DTI Employee Share Plan (DESP).

The DESP is a scheme under which Shares may be issued by the Company to employees for no cash consideration and has been put in place by the Company. All permanent employees (excluding directors) who have been continuously employed by the group for a period of at least one year are eligible to participate in the scheme. Employees may elect not to participate in the scheme. The Shares vest one third per year on the anniversary date of 15 April over the next three years.

DTI Capital Pty Ltd (Trustee), a wholly owned subsidiary of the Company, has been appointed by the Company to act as the trustee of the DESP. The Company has issued the 2,000,000 DESP Shares to the Trustee to hold for the benefit of employees until the DESP shares cease to be subject to any vesting conditions, at which time the DESP Shares will be transferred to the employee or sold on behalf of the employee, with the sale proceeds remitted to the employee. Forfeited DESP Shares may be reallocated in subsequent grants.

The Shares were issued at the closing Share price on the grant date ($0.31 on 15 April 2016) as an issue of treasury shares by the Company and the expense is to be recognised as part of employee benefit costs over the period the shares vest. The current value of the 2,000,000 shares is $1,020,000 at the closing price of the Shares on the ASX on 13 October 2016 of $0.51 each.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated in assessing new resource assets), continued expenditure on the Company’s existing projects, business development opportunities and general working capital; or

• (ii) as non-cash consideration for the acquisition of new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation Policy under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both) none of whom will be Related Parties or associates of a Related Party of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where exiting Shareholders may participate

• (iii) the effect of the issue of the Equity Securities on the control of the Company

• (iv) the circumstances of the Company, including but not limited to, the financial position and solvency of the Company

• (v) prevailing market conditions

• (vi) advice from corporate, financial and broking advisors (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, the recipients under the 10% Placement Capacity may be vendors of the new resource, assets or investments.

• (f) Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained approval from its Shareholders on 4 November 2015 pursuant to ASX Listing Rule 7.1A.

• (g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1.A.4

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

Voting Exclusion

Voting exclusion statements are included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholders to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

ENQUIRIES

Shareholders may contact the Company Secretary, Bruce Mitchell, on +61 8 9479 1195 with any queries in respect of the matters set out in these documents.

NOTICE OF ANNUAL GENERAL MEETING

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DTI GROUP LTD ACN 069 791 091

Glossary

10% Placement Capacity has the meaning given in section 4(a) of the Explanatory Statement.

Annual General Meeting or Meeting means the meeting convened by the Notice of Meeting.

ASX means ASX Limited (ACN 008 624 691).

ASX Listing Rules means the official listing rules of the ASX.

AWST means Western Standard Time as observed in Perth, Western Australia.

Board means the current board of Directors.

Closely Related Party means a member of the Key Management Personnel, including:

• (a) a spouse or child of the member

• (b) a child of the member’s spouse

• (c) a dependent of the member or the member’s spouse

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company

• (e) a company the member controls.

Chairman means the chairperson of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Directors means the current directors of the Company.

Eligible Entity means the entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index

• (b) has a maximum market capitalisation (including restricted securities and securities quoted on a deferred settlement basis) of $300 million.

Equity Security includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an equity security.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel or KMP means those people having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Key Management Personnel includes the Company’s executive and non-executive Directors.

Notice of Meeting or Notice means this notice of meeting.

Option means an option which entitles the holder to subscribe for a Share.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Related Party has the meaning in section 228 of the Corporations Act.

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Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 139090

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 2:00pm (AWST) Sunday, 20 November 2016

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of DTI Group Ltd hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of DTI Group Ltd to be held at DTI Group Ltd, 31 Affleck Road, Perth Airport, Western Australia on Tuesday, 22 November 2016 at 2:00pm (AWST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolution : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

STEP	2	Items	of	Business		PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
						For Against Abstain

			For	Again	st Abstain
Resolution	1	Adoption of the Remuneration Report
Resolution	2	Re-election of Mr Jeremy King as a Director
Resolution	3	Approval of 10% Placement Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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