DTI GROUP LTD — AGM Information 2020

Oct 21, 2020

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DTI GROUP LTD ACN 069 791 091

NOTICE OF ANNUAL GENERAL MEETING

AND PROXY FORM

Date of Meeting

Tuesday 24 November 2020

Time of Meeting

11.00am WST

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, Ian Hobson, on (+61 8) 9388 8290.

SEE OVERLEAF FOR IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

Due to the current restrictions in place as a result of the COVID-19 pandemic, Shareholders are strongly encouraged not to physically attend the Meeting and to either vote via proxy prior to the Meeting or appoint the Chair as their proxy.

DTI GROUP LTD ACN 069 791 091

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

Due to current restrictions in place as a result of the Covid-19 pandemic and, in particular, the Government ban on large public gatherings and social distancing requirements, the Company is unable to allow many to attend the Meeting in person. Shareholders should note that the attendance limits will include the officers of the Company and technical and advisory attendees.

While the Company is able to hold the Meeting physically albeit in strictly limited numbers and is required to invite Shareholders to attend the Meeting in person, the Company strongly encourages Shareholders to instead attend the Meeting virtually via a web-based meeting portal arranged for the Meeting.

The Board also considers that the health, safety and welfare of the Company’s staff, its Shareholders and other stakeholders is of paramount importance.

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either prior to the Meeting by appointing a proxy or by poll during the Meeting (such poll to be taken both physically at the Meeting and electronically). Further details of the voting methods open to Shareholders are set out in detail below.

Shareholders are strongly encouraged to either vote prior to the Meeting or to appoint the Chair as their proxy.

The Board will continue to monitor the Covid-19 situation closely and details of any alternative arrangements for the Meeting will be issued to Shareholders electronically by no later than 14 days prior to the date of the Meeting.

The Company is aware that, at present, there are significant delays in the Australian postal system due to Covid-19, which may potentially adversely affect both the receipt and return of voting forms by Shareholders. Accordingly, the Board has despatched by email the Notice of General Meeting and Explanatory Statement to all Shareholders who have provided an email address to the Company’s share registrar. A copy of the Notice of General Meeting and Explanatory Statement can also be accessed on the ASX company announcements platform at www.asx.com.au.

Shareholders who wish to attend the Meeting virtually must first register their attendance with the Company by no later than 11.00am (WST) on 23 November 2020, the day prior to the day of the Meeting, by email to the Company Secretary at ianhobson@bigpond.com, including the Shareholder’s name, address and HIN or SRN. The Company will then email the Shareholder the details to participate in the virtual Meeting via zoom (a web-based meeting portal).

Shareholders are encouraged to submit any questions that they may wish to put to the Company during the Meeting in writing by email to the Company Secretary at ianhobson@bigpond.com, by no later than 11.00am (WST) on 23 November 2020, the day prior to the Meeting. Shareholders will also be able to ask questions during the Meeting using the web-based meeting portal, and Shareholders will be required to give their names when asking a question.

Enquiries

Shareholders are requested to contact the Company Secretary on +61 8 9388 8290 if they have any queries in respect of the matters set out in this Notice of General Meeting or the Explanatory Statement.

Voting Eligibility

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (AEDT) on 22 November 2020.

Voting by poll

All votes taken at the Meeting will be conducted by way of a poll, taken both physically at the Meeting and electronically. Shareholders who wish to vote by poll during the virtual Meeting must first notify the

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NOTICE OF 2020 ANNUAL GENERAL MEETING

DTI GROUP LTD ACN 069 791 091

Company of their intention by emailing the Company Secretary at ianhobson@bigpond.com, by no later than 11.00am (WST) on 23 November, the day prior to the Meeting. Shareholders will be able to submit their email poll votes immediately after the Chair calls for a vote on each Resolution and up to a period of one hour after the Meeting ends. This means that the outcome of each Resolution will not be able to be determined until after the conclusion of the Meeting to allow the company secretary sufficient time to count such poll votes submitted by email.

Voting by proxy

Shareholders should note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; 2. a proxy need not be a member of the Company; and

2. a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. To be valid, the proxy form (and any power of attorney under which it is signed) must be completed and returned by the time and in accordance with the instructions set out in the proxy form. Any proxy form received after that time will not be valid for the scheduled Meeting.

Subject to any voting restrictions set out in a voting exclusion statement in respect of the Resolutions, the Chair will vote undirected proxies on, and in favour of, each Resolution.

Corporate representatives

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative must, prior to the Meeting, provide evidence of his or her appointment, to the Company Secretary by email at ianhobson@bigpond.com by no later than 11.00am (WST) on 23 November 2020, the day prior to the Meeting, noting whether the representative intends to attend the Meeting physically or virtually including any authority under which the appointment is signed, unless it has previously been given to the Company. Representatives who wish to vote by poll during the virtual Meeting must first notify the company secretary in accordance with the instructions set out above under ‘voting by poll’.

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NOTICE OF 2020 ANNUAL GENERAL MEETING

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, 24 November 2020

Time: 11.00am (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 2020.

All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2020 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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NOTICE OF 2020 ANNUAL GENERAL MEETING

DTI GROUP LTD ACN 069 791 091

C. ITEMS FOR APPROVAL

Resolution 1. 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 2020, as set out in the Directors’ Report, is adopted.”

The Remuneration Report is contained in the 2020 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 1 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 2020 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 1 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.

In addition, a vote must not be cast on Resolution 1 as a proxy by a member of the Key Management Personnel at the date of the Meeting, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting because the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel

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

Resolution 2. Re-election of Director – Mr Greg Purdy

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

“That Greg Purdy, 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 Chris Afentoulis

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

“That Chris Afentoulis, who was appointed by the Board in accordance with clause 13.4 of the Company’s Constitution and being eligible for election, is elected as a Director of the Company.”

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NOTICE OF 2020 ANNUAL GENERAL MEETING

DTI GROUP LTD ACN 069 791 091

Resolution 4. 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 in favour of this Resolution by or on behalf of:

• (a) a person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue; or

• (b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Ian Hobson Company Secretary 19 October 2020

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NOTICE OF 2020 ANNUAL GENERAL MEETING

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, 22 November 2020 (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 11.00am (Perth time) on Sunday, 22 November 2020 (48 hours before AGM). Proxies must be received before that time by one of the following methods:

By post: DTI Group Ltd 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 11.00am (Perth time) on Sunday, 22 November 2020, being 48 hours before the AGM.

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 1, 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 are encouraged to submit any questions that they may wish to put to the Company during the Meeting in writing by email to the Company Secretary at ianhobson@bigpond.com, by no later than 11.00am (WST) on 23 November 2020, the day prior to the Meeting. Shareholders will also be able to ask questions during the Meeting using the web-based meeting portal, and Shareholders will be required to give their names when asking a question.

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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NOTICE OF 2020 ANNUAL GENERAL MEETING

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, 24 November 2020.

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.

Resolution 1, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolutions 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 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. 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 nonbinding 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 2. Re-Election of Director – Mr Greg Purdy

Listing Rule 14.4 and Clause 13.2(a) of the Constitution requires that no Director, who is not the Managing Director, may hold office for a continuous period in excess of three years or until the third annual general meeting following the Director’s appointment or election, whichever is the longer, without submitting for re-election. If no such Director would be required to submit for re-election, but the ASX Listing Rules require an election of Directors to be held, the Directors to retire will be the Directors who have been longest in office since their last election, but, as between persons who became Directors on

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NOTICE OF 2020 ANNUAL GENERAL MEETING

the same day, the one to retire will (unless they otherwise agree among themselves) be determined by lot.

Greg Purdy was appointed as an independent non-executive Director on 16 November 2018 and was re-elected at the Annual General Meeting on 20 November 2018 and assumed the role of non-executive Chairman. In accordance with clause 13.2(a) of the Constitution, and as was determined by lot, Greg Purdy retires by rotation and is eligible for re-election as a Director of the Company.

Mr Purdy is an experienced corporate executive with a strong background in technology and communications companies and execution of major technology projects. Mr Purdy is a former senior executive with Hewlett Packard, Telstra and the Tenix Group. Mr Purdy is a member of the Australian Institute of Company Directors.

The Directors, with Greg Purdy abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 3. Re-Election of Director – Mr Chris Afentoulis

Chris Afentoulis was appointed as an independent non-executive Director of the Company pursuant to clause 13.4 of the Constitution on 19 November 2019. In accordance with clause 13.4 of the Constitution, Chris Afentoulis retires from office at the AGM and is eligible for election as a Director of the Company.

Mr Afentoulis is a qualified chartered accountant and a member of the Australian Institute of Company Directors. With more than 15 years’ experience in professional services and senior executive positions including finance, management and corporate strategy with a range of IT service and Technology companies.

The Directors, with Chris Afentoulis abstaining, unanimously recommend Shareholders vote in favour of this Resolution.

Resolution 4. 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.

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 4 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 334,976,560 fully paid ordinary shares and a capacity to issue:

• a. 50,246,484 equity securities under ASX Listing Rule 7.1; and b. 33,497,656 equity securities under ASX Listing Rule 7.1A.

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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.

That formula is:

(A x D) – E

• Where A is the number of Shares on issue at the commencement of the relevant period,

• I. plus the number of Shares issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;

• II. plus the number of Shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• a. the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• b. the issue of, or agreement to issue, the +convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• III. plus the number of Shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

• a. the agreement was entered into before the commencement of the relevant period; or

• b. the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4,

• IV. plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4,

Note: This may include fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 17 where the issue is subsequently approved under rule 7.1.

• V. plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• VI. less the number of fully paid ordinary securities cancelled in the relevant period;

• D is 10%

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

The effect of Resolution4 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

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• b. if the shares are not issued within 10 trading days of the date in paragraph a., the date on which the shares are issued.

• If Resolution 4 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. If Shareholders don’t approve Resolution 4, the Company will be unable to issue Equity Securities under the 10% Placement Capacity and will therefore require separate shareholder approval or utilise the placement capacity under Listing Rule 7.1.

• 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.

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 50% as against the current market price.

Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.010 50% decrease in Issue Price	$0.020 Current Issue Price	$0.030 50% increase in Issue Price
334,976,560 (Current)	Shares issued	33,497,656 Shares	33,497,656 Shares	33,497,656 Shares
	Funds raised	$334,977	$669,953	$1,004,930
502,464,840 (50% increase)	Shares issued	50,246,484 Shares	50,246,484 Shares	50,246,484 Shares
	Funds raised	$502,465	$1,004,930	$1,507,395
669,953,120 (100% increase)	Shares issued	66,995,312 Shares	66,995,312 Shares	66,995,312 Shares
	Funds raised	$669,953	$1,339,906	$2,009,859

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The table has been prepared on the following assumptions:

• a. The current shares on issue are the Shares on issue as at 16 October 2020.

• b. The issue price set out above is the closing price of the Shares on the ASX on 16 October 2020.

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

• d. 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.

• e. 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.

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

Shareholders should note that there is a risk that:

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

• b. 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.

• If any of the shares being approved by this Resolution are issued, they will be issued during the relevant period, that is, within the earlier of 12 months of the date of the AGM (i.e. by 23 November 2021), the time of the next annual general meeting and the date 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).

• The Company may only issue the equity securities for cash consideration. In this circumstance, 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.

• The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4.

• 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 4) 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 2019 Annual General Meeting held on 19 November 2019.

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• In the twelve months preceding the date of the proposed 2020 Annual General Meeting, the Company has not issued any equity securities, which represents 0 % of the total number of equity securities on issue at the commencement of the 12 month period (being 334,976,560 shares on issue as at 24 November 2019).

• 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 4 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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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

DTI

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 AM (AWST) on Sunday, 22 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

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

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of DTI Group Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 DTI Group Limited, 31 Affleck Road, Perth Airport , WA 6105 on Tuesday, 24 November 2020 at 11:00 AM (AWST) 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 Item 1 (except where I/we have indicated a different voting intention in step 2) even though Item 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 Item 1 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box 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

Item	1	Remuneration Report
Item	2	Re-election of Director – Mr Greg Purdy
Item	3	Re-election of Director – Mr Chris Afentoulis
Item	4	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.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

9 9 9 9 9 9 A

D T I