DTI GROUP LTD — Capital/Financing Update 2016

Nov 16, 2016

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17 November 2016

Dear Shareholder

DTI Group Ltd Entitlement Offer

On 17 November 2016 DTI Group Ltd (ACN 069 791 091) ( DTI Group ) announced a capital raising of approximately $11.56 million via a placement to institutional, professional and sophisticated investors of approximately 12.24 million new shares at $0.35 per share to raise approximately $4.28 million ( Placement ) and a 2 for 9 non-renounceable pro rata entitlement offer of new shares at $0.35 per share to raise approximately $7.28 million ( Entitlement Offer ).

The Entitlement Offer is open to Eligible Shareholders (as defined below) who may also apply for new shares in excess of their entitlement.

The net proceeds of the Placement and the Entitlement Offer will be used to:

• maintain investment spending in business development and marketing to continue to drive the prospects pipeline

• maintain investment spending in product development

  • to ensure existing proprietary hardware and software products reflect the latest technological advancements

  • to continue development of options for passenger communication solutions

  • to expand the pantograph product offering

• improve balance sheet strength

• improve tender and project capacity from a strengthened balance sheet

• provide additional working capital required for increased work-in-progress.

Up to a total of 20,806,026 new shares and additional shares will be issued and which will at the time of issue rank pari passu with existing fully paid ordinary shares in DTI Group.

The Entitlement Offer will close at 5.00pm (AEDT) on Tuesday 13 December 2016.

The Entitlement Offer is fully underwritten by Baillieu Holst Ltd (ACN 006 519 393) ( Underwriter ). The Underwriter is entitled to receive an underwriting fee of 3% of the gross proceeds of the capital raising.

31 Affleck Rd | Perth Airport WA 61055 T +61 8 9479 1195 | F +61 8 9479 11900 DTI Group Ltd | ABN 15 069 791 0911

www.dti.com.au

DTI Group Ltd Entitlement Offer 17 November 2016

Eligible Shareholders

Shareholders who are eligible to participate in the Entitlement Offer are shareholders who:

• are registered as holders of existing shares as at 7.00pm (AEDT) Tuesday 22 November 2016

• have a registered address on the DTI Group share register in Australia or New Zealand

• are not in the United States and are not US Persons or acting for the account or benefit of a US Person

• are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

Key Details of the Entitlement Offer

Key details of the Entitlement Offer announced on 17 November 2016 are set out in the ASX announcement and Investor Presentation, copies of which are available at the ASX website and the DTI Group website www.dti.com.au.

Full details of the Entitlement Offer, including details about how to apply, are outlined in the Offer Booklet. The Offer Booklet and the Entitlement and Acceptance Form are expected to be mailed to Eligible Shareholders on Friday 25 November 2016. Eligible Shareholders should read the Offer Booklet carefully and consult their stockbroker, accountant, solicitor or other professional adviser before making any investment decision.

Key Dates of the Entitlement Offer

Event	Date
Announcement of Entitlement Offer	17 November 2016
Ex-entitlement date	21 November 2016
Record date for Entitlement Offer	7.00pm (AEDT) 22 November 2016
Offer Booklet and Entitlement and Acceptance Form sent toEligible Shareholders	25 November 2016
Entitlement Offer opens	25 November 2016
Entitlement Offer closes	5.00pm (AEDT) 13 December 2016
Commencement of trading new shares on a deferreddelivery basis	14 December 2016
Entitlement Offer results announced to ASX	16 December 2016
Entitlement Offer shares issued	20 December 2016
Normal trading of Entitlement Offer shares commences	20 December 2016

This timetable is indicative only and may be subject to change. Subject to the requirements of the Corporations Act and ASX Listing Rules, DTI Group reserves the right to vary the dates and times in connection with the Entitlement Offer, including the closing date, without prior notice.

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DTI Group Ltd Entitlement Offer 17 November 2016

Further Information

Shareholders who have questions relating to the Entitlement Offer should call the Company Secretary, Bruce Mitchell, on +61 8 9479 1195, or consult their stockbroker, accountant, solicitor or other professional adviser.

Yours faithfully

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Bruce Mitchell

Company Secretary

IMPROTANT INFORMATION

This letter is issued by DTI Group (ACN 069 791 091). This letter is not a prospectus or offer document under Australian law or any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in DTI Group in any jurisdiction. This letter does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of DTI Group shares.

This letter does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. No action has been or will be taken to register, qualify or otherwise permit a public offering of the entitlements or the New Shares in any jurisdiction outside Australia and New Zealand. In particular, neither the entitlements nor the New Shares have been nor will they be registered under the US Securities Act 1993 ( Securities Act ) or the security laws of any state or other jurisdiction in the United States. Accordingly, the entitlements may not directly or indirectly be taken up by, and the New Shares may not be offered or sold to, persons from or not subject to the registration requirements of the Securities Act and applicable United States securities laws.

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