DTI GROUP LTD — AGM Information 2017

Oct 30, 2017

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31 October 2017

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 10.30am on Tuesday, 21 November 2017 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 have been despatched to security holders.

Yours faithfully

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Raj Surendran Company Secretary

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DTI GROUP LTD ACN 069 791 091

NOTICE OF ANNUAL GENERAL MEETING

AND PROXY FORM

Date of Meeting Tuesday 21 November 2017

Time of Meeting 10.30am 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, Raj Surendran, on +61 8 9479 1195.

DTI GROUP LTD ACN 069 791 091

DTI GROUP LIMITED ACN 069 791 091

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of DTI Group Limited ( DTI or Company ) will be held:

Date: Tuesday, 21 November 2017

Time: 10.30am (Perth time)

Venue: 31 Affleck Road, Perth Airport WA 6105

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors’ Report, and the Independent Auditor’s Report of the Company for the financial year ended 30 June 2017.

All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2017 on the Company’s website at http://www.dti.com.au/investors/.

B. QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions about, or comment on the management of the Company.

The Chairman will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• a. the conduct of the audit;

• b. the preparation and content of the Independent Auditor’s Report;

• c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d. the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor’s Report or the conduct of the audit. A list of relevant written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the Meeting.

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DTI GROUP LTD ACN 069 791 091

C. ITEMS FOR APPROVAL

Resolution 1. Re-election of Director – Mr Christopher John Morris

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Christopher Morris, who retires in accordance with clause 13.2(a) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Resolution 2. Re-election of Director – Mr Glyn Denison

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Glyn Denison, who retires in accordance with clause 13.2(a) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Resolution 3. Re-election of Director – Mr Richard Andrew Johnson

To consider and, if thought fit, pass the following as an ordinary resolution of the Company:

“That Richard Johnson, who retires in accordance with clause 13.2(a) of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Resolution 4. Remuneration Report

To consider and if thought fit, pass the following as a non-binding ordinary resolution of the Company:

“ That the Company’s Remuneration Report for the financial year ended 30 June 2017, as set out in the Directors’ Report, is adopted.”

The Remuneration Report is contained in the 2017 Annual Report (available at http://www.dti.com.au/investors/). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Act ), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 4 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a. a member of the Key Management Personnel ( KMP ) whose remuneration details are included in the 2017 Remuneration Report; or

• b. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 4 as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• b. the vote is cast by the chair of the Meeting and the appointment of the chair as proxy: i. does not specify the way the proxy is to vote on the resolution; and

• ii. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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DTI GROUP LTD ACN 069 791 091

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act 2001 (Cth).

Resolution 5. Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

To consider and, if thought fit, pass the following as a special resolution of the Company:

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the shareholders of the Company approve the issue of equity securities up to 10% of the issued capital of DTI Group Limited (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum which forms part of the Notice of Meeting.”

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by a person who may participate in the 10% placement facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this resolution is passed and any associates of those persons. As at the date of this Notice of Meeting, there are no potential allottees to whom shares may be issued under this resolution. On that basis, no shareholders are currently excluded from voting.

However, the Company need not disregard a vote cast on Resolution 5 if:

• a. 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

• b. 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.

BY ORDER OF THE BOARD

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Raj Surendran Company Secretary 19 October 2017

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DTI GROUP LTD ACN 069 791 091

ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Perth time) on Sunday, 19 November 2017 (being two days before date of Meeting) will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act ) to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder’s votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 10.30am (Perth time) on Sunday, 19 November 2017 (48 hours before AGM). Proxies must be received before that time by one of the following methods:

By post: DTI Group Limited C/- Computershare Limited GPO Box 242 Melbourne Victoria, 3001 Australia By facsimile: 1800 783 447 (within Australia) +61 3 9473 2555 (from outside Australia) Online: www.investorvote.com.au Mobile: Scan the QR Code on your proxy form and follow the prompts Custodian Voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.30am (Perth time) on Sunday, 19 November 2017, being 48 hours before the AGM.

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DTI GROUP LTD ACN 069 791 091

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company’s representative. A “Certificate of Appointment of Corporate Representative” form may be obtained from the Company’s share registry or online at www.investorcentre.com under the help tab, “Printable Forms”.

IMPORTANT: If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on resolution 4, then by submitting the proxy form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.

Voting at the Meeting

It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

SHAREHOLDER QUESTIONS

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto www.investorvote.com.au select Voting then click ‘Ask a Question’, or alternatively submit the enclosed AGM Question Form.

To allow time to collate questions and prepare answers, please submit any questions by 10.30am (Perth time) on Tuesday, 14 November 2017 (being no later than the fifth business day before the AGM is held). Questions will be collated and, during the AGM, the Chairman will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.

ENCLOSURES

Enclosed are the following documents:

• proxy form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on DTI’s share registry’s website www.investorvote.com.au to ensure the timely and cost effective receipt of your proxy; and

• a reply paid envelope for you to return the proxy form.

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DTI GROUP LTD ACN 069 791 091

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of the Company ( Shareholders ) in relation to the business to be conducted at the Company’s AGM to be held on Tuesday, 21 November 2017.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolutions.

Subject to the abstentions noted below, the Directors unanimously recommend Shareholders vote in favour of all Resolutions. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each resolution.

Resolutions 1, 2, and 3 are ordinary resolutions, which require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

Resolution 4, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 5 is to be voted on as a special resolution. For a special resolution to be passed, at least 75% of the votes cast by Shareholders present and entitled to vote on the resolution must be in favour of the resolution.

Resolution 1. Re-Election of Director – Mr Christopher John Morris

Christopher Morris was appointed as a Non-executive Director of the Company on 29 June 2011. In accordance with clause 13.2(a) of the Constitution, Christopher Morris retires from office at the conclusion of the AGM and is eligible for re-election as a Director of the Company.

Mr Morris is the Chairman of DTI’s Nomination and Remuneration Committee.

Chris Morris was appointed as Non-Executive Chairperson of DTI on 29 June 2011 and served in that role for six years. Mr Morris has worked across the global finance and securities industry for more than 30 years. He co-founded Computershare Limited in 1978 and oversaw its listing on ASX in 1994. Chris’s long-term strategic vision and passion for the industry have been instrumental in transforming Computershare from an Australian business into a successful global public company.

Mr Morris is a Non-Executive Director of Computershare Limited and is the Non-Executive Chairperson of Smart Parking Limited.

The Directors, with Christopher Morris abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 2. Re-Election of Director – Mr Glyn Denison

Glyn Denison was appointed as an independent Non-executive Director of the Company on 19 January 2004. In accordance with clause 13.2(a) of the Constitution, Glyn Denison retires from office at the conclusion of the AGM and is eligible for re-election as a Director of the Company.

Mr Denison is a member of DTI’s Nomination and Remuneration Committee and is also a member of the Audit, Risk and Compliance Committee.

Mr Denison has over 30 years’ experience in the development of international distribution of technical products for the public transport industry, including senior roles at ERG Limited. Mr Denison has extensive knowledge of the public transit sector, including the existing customer base of DTI and its business partners.

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DTI GROUP LTD ACN 069 791 091

Mr Denison is a Non-Executive Chairman of OBJ Ltd, McDowall Affelck Pty Ltd and Wesbuilders Cooperative Limited.

The Directors, with Glyn Denison abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 3. Re-Election of Director – Mr Richard Andrew Johnson

Richard Johnson was appointed as a Non-executive Director of the Company on 9 August 2011. In accordance with clause 13.2(a) of the Constitution, Richard Johnson retires from office at the conclusion of the AGM and is eligible for re-election as a Director of the Company.

Mr Johnson is a member of DTI’s Nomination and Remuneration Committee.

Richard Johnson joined DTI as General Manager in 2005 and was appointed to the Board as an Executive Director on 9 August 2011. He has served as a director of the Company for six years.

Mr Johnson has more than 20 years’ experience in the transit technology sector. Prior to joining DTI, he held senior management positions at ERG Limited which developed, supplied and managed integrated fare collection systems for the transit industry around the world.

The Directors, with Richard Johnson abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 4. Remuneration Report

Section 250R(2) of the Corporations Act 2001 (Cth) (the Act ) requires that the section of the Directors' Report dealing with the remuneration of directors and key management personnel ( KMP ) of the Company ( Remuneration Report ) be put to the vote of shareholders for adoption by way of a non-binding vote.

Broadly, the Remuneration Report details the remuneration policy for the Company and:

• explains the structure of and rationale behind the Company’s remuneration practices and the link between the remuneration of executives and the Company’s performance;

• sets out remuneration details for each Director and for each executive with authority and responsibility for directing the affairs of the Company; and

• discusses the relationship between the policy and Company performance.

Shareholders can view the full Remuneration Report in the Annual Report which is available on DTI’s website at http://www.dti.com.au/investors/.

Following consideration of the Remuneration Report, the Chairman of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. A resolution that the Remuneration Report be adopted will then be put to the vote. The vote on this resolution is advisory only and does not bind the Directors of the Company. However the Board will take the outcome of the vote into account in setting remuneration policy for future years.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this Resolution.

Resolution 5. Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables mid to small cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placement over a 12 month period ( 10% Placement Facility ). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

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DTI GROUP LTD ACN 069 791 091

A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM:

• a. it has a market capitalisation of $300 million or less; and

• b. it is not included in the S&P/ASX 300 Index.

The Company currently satisfies both the above criteria, and it is anticipated that it will satisfy both these criteria at the date of the AGM.

Accordingly, Resolution 5 is seeking approval of ordinary Shareholders by special resolution for the issue of such number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine, on the terms as described in this Explanatory Memorandum.

At the date of this Notice, the Company has on issue 126,671,579 fully paid ordinary shares and a capacity to issue:

• a. 1,806,297 equity securities under ASX Listing Rule 7.1; and

• b. 9,362,712 equity securities under ASX Listing Rule 7.1A.

The actual number equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

The effect of Resolution 5 will be to allow the Directors to issue equity securities under ASX Listing Rule 7.1A during a 10% placement period, without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Information required by ASX Listing Rule 7.3A

For the purposes of ASX Listing Rule 7.3A, the following information is provided:

• The minimum price at which the equity securities will be issued will be no less than 75% of the volume weighted average price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before:

• a. the date on which the price at which the shares are to be issued is agreed; or

• b. if the shares are not issued within 5 trading days of the date in paragraph a., the date on which the shares are issued.

• If Resolution 5 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing ordinary Shareholders face the risk of economic and voting dilution as a result of the issue of equity securities which are the subject of this Resolution, to the extent that such equity securities are issued, including:

• a. the market price of equity securities may be significantly lower on the issue date than on the date on which this approval is being sought; and

• b. the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the equity securities.

• The following table gives examples of the potential dilution of existing ordinary Shareholders on the basis of the current market price of shares and the current number of ordinary securities for variable “A”, calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of the Notice.

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DTI GROUP LTD ACN 069 791 091

The table also shows:

• a. two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• b. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

No. of Shares on Issue1		Dilution	Dilution
	Issue price (per Share)	$0.07 50% decrease in Issue Price	$0.14 Issue Price	$0.28 100% increase in Issue Price
126,671,579 (Current)	Shares issued	12,667,158	12,667,158	12,667,158
	Funds raised	$886,701.05	$1,773,402.01	$3,546,804.21
190,007,369 (50% increase)	Shares issued	19,000,737	19,000,737	19,000,737
	Funds raised	$1,330,051.58	$2,660,103.16	$5,320,206.32
253,343,158 (100% increase)	Shares issued	25,334,316	25,334,316	25,334,316
	Funds raised	$1,773,402.11	$3,546,804.21	$7,093,608.42

• The table has been prepared on the following assumptions:

• a. the Company issues the maximum number of equity securities available under the 10% Placement Facility in ASX Listing Rule 7.1A;

• b. 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%;

• c. the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the AGM;

• d. the table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1;

• e. the issue of equity securities under the 10% Placement Facility consists only of shares; and

• f. the issue price is $0.14 per share[2] , being the closing price of the shares on ASX on 19 September 2017.

• If any of the shares being approved by this Resolution are issued, they will be issued during the placement period, that is, within 12 months of the date of the AGM (i.e. by 21 November 2018) and the approval being sought under Resolution 5 will cease to be valid if ordinary Shareholders approve a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) prior to 21 November 2018.

1 Variable “A” in Listing Rule 7.1A.2

2 Closing price on 19 September 2017 was $0.14 per share.

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DTI GROUP LTD ACN 069 791 091

• The Company may seek to issue the equity securities for the following purposes:

• a. cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued development of the Company’s current assets and/or general working capital; or

• b. non-cash consideration for the acquisition of new 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.

• The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of allottees of any equity securities that may be issued (subject to Shareholder approval of Resolution 5) have not been determined as at the date of this Notice, but may include existing Shareholders and/or parties who are not currently Shareholders and are not related parties or associates the Company. Any potential allottees will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

• a. the methods of raising funds available to the Company (including but not limited to, rights issue or other issues in which existing security holders can participate), while balancing interest from potential allottees with the interests of existing Shareholders;

• b. the effect of the issue of equity securities on the control of the Company and balancing the interests of existing Shareholders. Allocation will be subject to takeover thresholds;

• c. the financial situation and solvency of the Company and its need for working capital at any given time; and

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

Previous Approval under ASX Listing Rule 7.1A

• The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at its 2016 Annual General Meeting held on 22 November 2016.

• In the twelve months preceding the date of the proposed 2017 Annual General Meeting, the Company has issued 33,044,461 fully paid ordinary shares, which represents 35.29% of the total number of equity securities on issue at the commencement of the 12 month period (being 21 November 2016), details of which are as follows:

• a total of 12,237,771 fully paid ordinary shares were issued on 23 November 2016. The specific disclosure required under ASX Listing Rule 7.3A.6 in relation to this issue of shares included in the table below; and

• a total of 20,806,690 fully paid ordinary shares were issued on 21 December 2016. The specific disclosure required under ASX Listing Rule 7.3A.6 in relation to this issue of shares included in the table below.

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21 December 2016 Pro Rata Non-renounceable Entitlement Offer	20,806,690	Fully paid ordinary shares	Eligible shareholders who participated in the Pro Rata Non-renounceable Entitlement Offer as announced by the Company on 17 November 2016.	The issue price for the shares was $0.35 per share representing a 22% discount to the closing price of GDT Group Ltd shares on 14 November 2016 (being the last trading day before the announcement of the capital raising and a discount of 17% to the theoretical ex-rights price).	$7,282,341.50	The funds raised from the Pro Rata Non-renounceable Entitlement Offer provided additional capital for ongoing business and product development and marketing and to strengthen the Company’s balance sheet in order to fund future growth. All funds raised have been or will be used for the above purpose. As at the date of this Notice 100% of the funds raised have been expended.	Not applicable.
23 November 2016 Placement	12,237,771	Fully paid ordinary shares	Institutional, Professional and Sophisticated investors arranged by Baillieu Holst Ltd, the Underwriter of the Entitlement Offer as announced by the Company on 17 November 2016.	The issue price for the shares was $0.35 per share representing a 22% discount to the closing price of GDT Group Ltd shares on 14 November 2016 (being the last trading day before the announcement of the capital raising and a discount of 17% to the theoretical ex-rights price).	$4,283,219.85	The funds raised from the share Placement provided additional capital for ongoing business and product development and marketing and to strengthen the Company’s balance sheet in order to fund future growth. All funds raised have been or will be used for the above purpose. As at the date of this Notice 100% of the funds raised have been expended.	Not applicable.
Date of Issue	Number issued	Class of equity securities	Names of persons to whom equity securities were issued	Issue price and discount to market price (if any)	Total cash consideration	Use of cash consideration	Non-cash consideration

DTI GROUP LTD ACN 069 791 091

• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting. Potential allottees under the 10% Placement Facility (should it be approved) have not been identified as at the date of this Notice, but may include existing Shareholders and/or parties who are not currently Shareholders and are not related parties or associates of the Company.

Resolution 5 is a special resolution. For a special resolution to be passed, at least 75% of the votes cast by Shareholders present and entitled to vote on the resolution must be in favour of the resolution.

The Directors unanimously recommend Shareholders vote in favour of this Resolution.

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Lodge your vote:

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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: 131122

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 10.30am (Perth time) Sunday, 19 November 2017

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

Samples/000001/000001

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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 Limited 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 Limited to be held at 31 Affleck Road, Perth Airport, Western Australia on Tuesday, 21 November 2017 at 10.30am (Perth time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : 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 4 (except where I/we have indicated a different voting intention below) even though Resolution 4 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 4 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	Re-election of Director – Mr Christopher John Morris
Resolution	2	Re-election of Director – Mr Glyn Denison
Resolution	3	Re-election of Director – Mr Richard Andrew Johnson
Resolution	4	Remuneration Report
Resolution	5	Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

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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