DTI GROUP LTD — Capital/Financing Update 2018

Jun 13, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

DTI Group Ltd

ABN

15 069 791 091

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to Ordinary fully paid shares be issued

• 2 Number of[+] securities issued or 29,210,464 ordinary fully paid shares ( New to be issued (if known) or Shares ) to selected eligible institutional maximum number which may shareholders under the institutional be issued component ( Institutional Entitlement Offer ) of the pro-rata non-renounceable accelerated entitlement offer announced to ASX on 14 May 2018 ( Entitlement Offer ); and 59,459,807 New Shares to eligible retail shareholders under retail component ( Retail Entitlement Offer ) of the Entitlement Offer.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	The New Shares issued pursuant to the Entitlement Offer are on the same terms as the existing fully paid ordinary shares in the Company.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	The New Shares rank pari passu with the existing shares on issue.
	$0.07 per New Share
	The net proceeds of the Entitlement Offer will be used to provide working capital for future growth, as outlined in the Company’s investor presentation accompanying the Entitlement Offer Booklet.
	No
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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6e Number of[+] securities issued Not applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued Not applicable under an exception in rule 7.2 6g If[+] securities issued under rule Not applicable 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under Not applicable rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining LR 7.1 – 15 per cent issue capacity under rule 7.1 and LR 7.1A – 10 per cent rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates The Entitlement Offer was conducted in two tranches: Note: The issue date may be prescribed by ASX (refer to the definition of issue date in 29,210,464 New Shares were issued on 21 May rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with 2018 under the Institutional Entitlement Offer; the applicable timetable in Appendix 7A. and Cross reference: item 33 of Appendix 3B. 59,459,807 New Shares issued on 14 June 2018 under the Retail Entitlement Offer. Number +Class 8 Number and +class of all 215,341,850 Ordinary fully paid +securities quoted on ASX ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all Not applicable Not applicable +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	No
	Non-renounceable
	7 New Shares for every 10 existing share held
	Ordinary fully paidshares
	7.00pm (AEDT) on 16 May 2018
	Not applicable
	Where fractions arise on the calculation of shareholder entitlements, they will be rounded up to the next whole number of New Shares.
	United States, China, United Kingdom, Hungary and India

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker?	The Institutional Entitlement Offer closed on 15 May 2018. The Retail Entitlement Offer closed on 6 June 2018.
	Finico Pty Ltd (50 per cent) Allectus Capital Limited (50 per cent)
	A commitment and underwriting fee of 1.0 per cent is payable under the Entitlement Offer.
	Baillieu Holst
	0.4 per cent
	Not applicable
	Not applicable
	The Offer Booklet was sent to Eligible Retail Shareholders on 21 May 2018.
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	The Entitlement Offer was conducted in two tranches: 29,210,464 New Shares were issued on 21 May 2018 under the Institutional Entitlement Offer; and 59,459,807 New Shares issued on 14 June 2018 under the Retail Entitlement Offer.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1 (b)[All other ][+][securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• See chapter 19 for defined terms.

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37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

==> picture [407 x 572] intentionally omitted <==

----- Start of picture text -----

38 Number of [+] securities for which Not applicable
+quotation is sought
39 +Class of +securities for which Not applicable
quotation is sought
40 Do the [+] securities rank equally in Not applicable
all respects from the [+] issue date
with an existing [+] class of quoted
+securities?
If the additional [+] securities do
not rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
41 Reason for request for quotation Not applicable
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another [+] security, clearly identify
that other [+] security)
Number +Class
42 Number and +class of all N/A N/A
+securities quoted on ASX
( including the [+] securities in clause
38)
----- End of picture text -----

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 14 June 2018 (Director/Company secretary)

Print name: Raj Surendran

== == == == ==

• See chapter 19 for defined terms.

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• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 126,671,579 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2 88,670,271

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval nil

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period nil

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary securities cancelled during that 12 month period nil “A” 215,341,850

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	32,301,278
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	nil nil nil nil
“C”	nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	32,301,278
Subtract“C” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.15] – “C”	32,301,278 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	32,301,278
Note: number must be same as shown in
Step 2
Subtract“C”	nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	32,301,278
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 126,671,579 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 12,667,158

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	12,667,158
Subtract“E” Note: number must be same as shown in Step 3	nil
Total[“A” x 0.10] – “E”	12,667,158 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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