DTI GROUP LTD — Board/Management Information 2016

Nov 6, 2016

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DTI Announces Appointment of New CEO

7 November 2016 – DTI Group Ltd (ASX: DTI) ( DTI ) today announced a strengthening of its executive management team with the appointment of Peter Tazewell as DTI’s new Chief Executive Officer. The appointment frees up Richard Johnson to allow him to drive business operations, including project management, customer relationships and business development. The Board will be expanded with the appointment of Peter as Managing Director and Richard becoming Commercial Director.

DTI’s Chairman, Mr Chris Morris, welcomed the appointment and said: “Peter has a diverse range of skills ideally suited to the future opportunities in which DTI is headed. As a growing company, DTI needs a strong executive management team able to take advantage of market opportunities and the next phase of DTI’s growth and evolution.”

Peter Tazewell said: “I am looking forward to working closely with the talented people at DTI, and maintaining the Company’s commitment to customer innovation and services. DTI has an excellent existing footprint and product offering from which to expand its worldwide operations.”

Peter is a qualified chartered accountant with considerable and varied management and corporate experience including finance, accounting, corporate strategy, purchase/supply and identification evaluation and execution of significant corporate transactions.

Peter was formerly the CFO of Matrix Composite & Engineering Ltd, CEO of Sungrid Ltd and held positions of General Manager and CFO of CSBP Limited, as well as a Manager Business Projects Wesfarmers Limited. In his earlier career years Peter was a Director Corporate Finance at KPMG and a Manager Equity Capital Markets at Macquarie Bank.

A summary of the key terms of the employment agreement for Mr Tazewell is attached.

About DTI Group

DTI develops and provides world-leading surveillance, video analytics, and commuter communication systems technology and services to the mobile transit industry worldwide. Core technology development and system design activities are undertaken from the Company’s head office.

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

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Summary of Key Terms

POSITION

Chief Executive Officer

COMMENCEMENT DATE

1 December 2016

DURATION OF CONTRACT Ongoing contract with no fixed term

BASE SALARY $300,000 per annum plus 9.5% superannuation

CESSATION 30 days written notice period by either party. Payment in lieu of notice may occur

MANAGEMENT COMPENSATION PLAN (MCP)

• Incentive to deliver short-term financial performance and encourage the building of long-term shareholder value.

• MCP based on a concept of a total package target (TPT).

• TPT comprises three parts:

  • a base salary comprising 75% of the TPT

  • a short-term incentive (STI) in the form of a bonus paid in cash comprising 12.5% of the TPT. The bonus can increase to up to 25% of the base salary for exceptional performance

  • a long-term incentive (LTI) in the form of an equity issue of DTI Group fully paid shares comprising 12.5% of the TPT. The equity issue increases to up to 33.3% of the base salary for exceptional performance.

The Board of DTI Group reserves the right not to pay an STI or LTI if financial performance, earnings per share and/or operational performance have not met the expectations of the Board.

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