DTI GROUP LTD

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21 May 2018

ASX Company Announcements Australian Securities Exchange Ltd Level 40 Central Park 152–158 St Georges Terrace Perth WA 6000

Dear Sir/Madam

Despatch of Entitlement Offer Booklet

Further to the announcement by DTI Group Ltd (ACN 069 791 091) ( Company ) (ASX Code: DTI) on Monday 14 May 2018 relating to a seven for ten non-renounceable entitlement offer involving both institutional and retail components ( Entitlement Offer ), the Company confirms the despatch of the Entitlement Offer Booklet and personalised Entitlement and Acceptance Form to Eligible Shareholders[1] in accordance with the Entitlement Offer timetable.

Only Eligible Shareholders in Australia, New Zealand and Belgium may participate in the retail component of the Entitlement Offer. The retail Entitlement Offer will remain open until 5:00pm (AEST) on Wednesday 30 May 2018.

A copy of the Offer Booklet despatched to Eligible Shareholders today is attached to this announcement.

Shareholders who have questions relating to the Entitlement Offer should call the Chief Executive Officer, Peter Tazewell, on +61 8 9373 2905 or email [email protected] or consult their stockbroker, accountant or other professional advisor.

Yours faithfully

Raj Surendran Company Secretary

1 The term ‘Eligible Shareholders’ is defined in the Offer Booklet attached to this announcement.

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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DTI Group Ltd ACN 069 791 091

Named Broker

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Accelerated Entitlement Offer Booklet

7 for 10 pro rata non-renounceable entitlement offer of $0.07 per New Share to raise $6,206,907

Fully underwritten by Finico Pty Ltd ACN 002 046 559 and Allectus Capital Limited

This is an important document which is accompanied by an Entitlement and Acceptance Form. Both documents should be read in their entirety.

If you have any questions please contact your professional adviser or the Company Secretary, Raj Surendran, on +61 8 9479 1195.

THE ENTLEMENT OFFER CLOSES AT 5.00PM (AEST) ON WEDNESDAY 30 MAY 2018.

VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Corporate Directory ............................................................................................................................................... 1	Corporate Directory ............................................................................................................................................... 1
Important Notices .................................................................................................................................................. 2
Summary of the Entitlement Offer ........................................................................................................................ 4
Key	Dates ............................................................................................................................................................... 4
Chairperson’s Letter .............................................................................................................................................. 5
1	Description of the Entitlement Offer ....................................................................................................... 7
2	How to Apply ............................................................................................................................................. 8
3	Important Information ............................................................................................................................. 10
4	Glossary .................................................................................................................................................. 18
5	ASX Entitlement Offer Announcement ................................................................................................. 20
6	Investor Presentation ............................................................................................................................. 21

Corporate Directory

Head Office

DTI Group Ltd 31 Affleck Road Perth Airport WA 6105

Legal Adviser

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Directors

Mr Neil Goodey Non-Executive Chairperson

Mr Peter Tazewell Managing Director & Chief Executive Officer

Mr Glyn Denison Non-Executive Director

Mr Jeremy King Non-Executive Director

Mr Richard Johnson Executive Director

Company Secretary

Mr Raj Surendran

Named Broker

Baillieu Holst Ltd Level 26, 360 Collins Street Melbourne VIC 3000

Underwriters

Finico Pty Ltd 854 Lorimer Street Port Melbourne VIC 3207

Allectus Capital Limited 34 Bermudiana Road Hamilton HM11, Bermuda

Share Registry

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Vic 3001

DTI Group Ltd Entitlement Offer

Important Notices

This Offer Booklet is dated 14 May 2018.

The Entitlement Offer is being made in accordance with section 708AA of the Corporations Act modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84.

This Offer Booklet does not contain all the information which an investor may require to make an informed investment decision. The information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Offer Booklet should be read in its entirety before you decide to participate in the Entitlement Offer. This Offer Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Offer Booklet.

No Overseas Offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer to Ineligible Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold directly or indirectly to persons in the United States.

This Offer Booklet is not to be distributed in and no offer of New Shares is to be made in countries other than Australia, New Zealand and Belgium.

No action has been taken to register or qualify the Entitlement Offer, the entitlements in the New Shares or otherwise permit the public offering of the New Shares in any jurisdiction other than Australia, New Zealand and Belgium

The distribution of this Offer Booklet (including an electronic copy) outside Australia, New Zealand and Belgium is restricted by law. If you come into possession of the information in this Offer Booklet you should observe such restrictions and seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders with addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Market Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Market Conduct Act 2013 (New Zealand). This Offer Booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

DTI Group Ltd Entitlement Offer

Belgium

This document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as amended and implemented in Belgium, from the requirement to publish a prospectus for offers of securities.

An offer to the public of New Shares has not been made, and may not be made, in Belgium except pursuant to one of the following exemptions under the Prospectus Directive as implemented in Belgium:

to any legal entity that is authorised or regulated to operate in the financial markets or whose main business is to invest in financial instruments
to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements)
to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2014/65/EC, "MiFID II")
to any person or entity who is recognised as an eligible counterparty in accordance with Article 30 of the MiFID II
to fewer than 150 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

United States

None of the information in this Offer Booklet or the Entitlement and Acceptance Form that will accompany this booklet when it is dispatched to Eligible Shareholders constitutes an offer to sell, or the solicitation to buy, any securities in the United States. Neither this Offer Booklet (or any part of it), the accompanying ASX Entitlement Offer Announcement nor the Entitlement and Acceptance Form when that is to be made available, may be released or distributed directly or indirectly to persons in the United States.

The New Shares have not been and will not be registered under the US Securities Act or the securities law of any state or other jurisdiction of the United States. The Entitlement may not be taken up by any persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States and the New Shares may not be offered, sold or resold in the United States or to or for the account or benefit of a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

Risks

Refer to the “Key Risks” section of the Investor Presentation included in Section 6 for a summary of specific and general risk factors that may affect DTI Group.

Definitions and Time

Defined terms used in this Offer Booklet are contained in Section 4. All references to time are to Australian Eastern Daylight Time, unless otherwise indicated.

DTI Group Ltd Entitlement Offer

Summary of the Entitlement Offer

Ratio	7 New Shares for every 10 existing Shares
Offer Price	$0.07 per New Share
Size	88,670,105 New Shares
Gross Proceeds	$6,206,907

Key Dates

Institutional Offer opens	14 May 2018
Institutional Offer closes	15 May 2018
Record Date	7.00pm 16 May 2018
Retail Entitlement Offer opens	21 May 2018
Retail Entitlement Offer closes	5.00pm 30 May 2018
Retail Entitlement Offer results announced to ASX	4 June 2018
Issue of New Shares under the Retail Entitlement Offer	6 June 2018
Commencement of normal trading of New Shares issued	7 June 2018
under the Retail Entitlement Offer

Note: Dates and times are indicative only and subject to change. All times refer to AEST.

DTI Group, in consultation with the Underwriters, reserves the right to extend these dates without prior notice subject to the Corporations Act, Listing Rules and other applicable laws.

Enquiries

For any enquiries please call the Company Secretary, Raj Surendran, on +61 8 9479 1195 or contact your stockbroker, accountant, solicitor or other professional adviser.

DTI Group Ltd Entitlement Offer

Chairperson’s Letter

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14 May 2018

Dear Shareholder

On behalf of DTI Group, I am pleased to invite you to participate in the recently announced 7 for 10 non-renounceable entitlement offer for new DTI Group ordinary shares ( New Shares ) to raise approximately $6,206,907 via the issue of approximately 88,670,105 New Shares at an offer price of $0.07 per New Share ( Entitlement Offer ).

The Entitlement Offer is an accelerated offer and will be conducted in two tranches as follows:

a selected institutional entitlement offer made to the Underwriters (in their own right or via their associated shareholders) (defined below) to raise approximately $2.05 million via the issue of approximately 29.2 million New Shares ( Institutional Entitlement Offer )
a retail entitlement offer to raise approximately $4.16 million via the issue of approximately 59.5 million New Shares to Eligible Shareholders ( Retail Entitlement Offer ).

The Retail Entitlement Offer is fully underwritten by Finico Pty Ltd (a major shareholder) and Allectus Capital Limited (an associate of UIL Limited, one of the Company’s major shareholders) ( Underwriters ). The Underwriters (in their own right or via their associated shareholders) are major shareholders of the Company.

This Offer Booklet relates to the Retail Entitlement Offer. A copy of the announcement made to ASX relating to the capital raising is contained in Section 5.

The proceeds of the Entitlement Offer will provide the working capital needed to execute contracted work that DTI Group has been awarded. More detail is provided in DTI Group’s Investor Presentation lodged with the Australian Securities Exchange ( ASX ) on Monday 14 May 2018 (and included in Section 6).

Under the Retail Entitlement Offer, Eligible Shareholders have the opportunity to invest at the price of $0.07 per New Share, which is the same price as the institutional investors who participated in the Institutional Entitlement Offer. Your Entitlement is set out in your personalised Entitlement and Acceptance Form that is enclosed with this booklet.

If you take up your Entitlement in full, you can also apply for Additional New Shares under a ‘Top-up’ Facility (refer to Section 1.3 for more information).

The Offer Price represents a discount of 6.59% to the 30-day volume-weighted average price of Shares for the period up to 11 May 2018 (being the last trading date before the announcement of the Entitlement Offer).

The Retail Entitlement Offer is non-renounceable and Entitlements will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their Entitlement in full will not receive any value in respect of those Entitlements they do not take up. I encourage you to consider this Retail Entitlement Offer carefully.

DTI Group Ltd Entitlement Offer

Other Information

This Offer Booklet contains important information, including:

the Investor Presentation referred to above, which was released to ASX on Monday 14 May 2018, and provides information on DTI Group
instructions on how to apply, detailing how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates
instructions on how to take up all or part of your Entitlement.

A personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions contained therein, accompanies this Offer Booklet.

The Retail Entitlement Offer closes at 5.00pm AEST on Wednesday 30 May 2018.

Please read in full the details on how to submit your Entitlement and Acceptance Form, which are set out in this Offer Booklet.

You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

On behalf of the Board of DTI Group, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

Neil Goodey

Chairperson

DTI Group Ltd Entitlement Offer

1 Description of the Entitlement Offer

1.1 Overview

The Entitlement Offer is a pro rata non-renounceable offer of approximately 88,670,105 New Shares at $0.07 per New Share to raise approximately $6,206,907 before costs. The proceeds of the Entitlements Offer will be applied to business and product development and marketing, and to strengthen the Company’s balance sheet in order to fund future growth. Baillieu Holst Ltd will act as named broker to the Entitlement Offer on the terms set out in the Mandate Letter.

1.2 Retail Entitlement Offer

The Company has received a commitment from UIL to take up its entitlement under the Institutional Entitlement Offer being 12,515,809 New Shares for a total subscription of $876,107 ( UIL Commitment ). The Company has also received a commitment from Finico to take up its entitlement under the Institutional Entitlement Offer being 16,694,655 New Shares for a total subscription of $1,168,626 ( Finico Commitment ). A fee of 1% of the commitment amount plus GST is payable to each entity for these commitments.

Following the subscription pursuant to the UIL Commitment and the Finico Commitment, the balance of the Entitlement Offer will be 59,459,641 New Shares, forming the Retail Entitlement Offer.

The Retail Entitlement Offer constitutes an offer to Eligible Shareholders only. Eligible Shareholders who are on DTI Group’s share register on the Record Date are entitled to acquire 7 New Shares for every 10 Shares held, being a total of 59,459,641 New Shares to raise a balance of $4,162,175. Fractional Entitlements will be rounded up to the nearest whole number of New Shares.

The Entitlement Offer is non-renounceable. Accordingly, Entitlements will not trade on ASX nor can they be transferred or otherwise disposed of.

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Offer Booklet. Eligible Shareholders may subscribe for all or part of their Entitlement. Eligible Shareholders who do not take up all their Entitlements will have their percentage shareholding in DTI Group diluted.

Eligible Shareholders should be aware that an investment in DTI Group involves risks. The key risks identified by DTI Group are summarised in the Investor Presentation set out in Section 6.

1.3 Issue of additional Shares under the Top-up Facility

Any New Shares not taken up by the closing date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for Additional New Shares under the Top-up Facility. The Additional New Shares applied for under the Top-up Facility cannot exceed the Eligible Shareholders’ original Entitlement.

There is no guarantee that those Shareholders will receive the number of Additional New Shares applied for under the Top-up Facility, or any. The number of Additional New Shares available under the Top-up Facility will not exceed the Shortfall. The Directors reserve the right to allot and issue Additional New Shares under the Top-up Facility at their discretion. Any balance will revert to the Underwriters.

DTI Group Ltd Entitlement Offer

2 How to Apply

If you wish to take up all or part of your Entitlement, or you wish to apply for Additional New Shares, you can pay by either of the options detailed in Sections 2.1 and 2.2.

2.1 Payment by BPAY®

If you wish to pay by BPAY®, please follow the instructions on your personalised Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

Please note that should you choose to pay by BPAY®:

you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which are covered in full by your application monies; and if you do pay for more than your full Entitlement, you are deemed to have applied for as many Additional New Shares as your excess amount will pay for in full (subject to any scale-back determined by DTI Group in its absolute discretion).

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5.00pm (AEST) on Wednesday 30 May 2018. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

If you are paying by BPAY®, please make sure to use the specific Biller Code and unique Customer Reference Number on the back of your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Customer Reference Number specific to the Entitlement on that form. If you inadvertently use the same Customer Reference Number for more than one of your Entitlements, you will be deemed to have applied only for New Shares (and Additional New Shares) on the Entitlement to which that Customer Reference Number applies.

2.2 Payment by cheque, bank draft or money order

If you wish to pay by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the application monies, payable to “DTI Group Ltd” and crossed “Not Negotiable”.

Your cheque, bank draft or money order must be:

for an amount equal to $0.07 multiplied by the number of New Shares (and if applicable, Additional New Shares) that you are applying for
in Australian currency drawn on an Australian branch of a financial institution.

Cash payments will not be accepted. Receipts for payment will not be issued.

Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with application monies using the reply-paid or self-addressed envelope provided with this Offer Booklet to:

DTI Group Ltd Entitlement Offer

Computershare Investor Services Pty Limited GPO Box 505 Melbourne Vic 3001 Australia

You should ensure that sufficient funds are held in relevant account(s) to cover the application monies. If the amount of your cheque for application monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares (and if applicable, Additional New Shares) you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares (and if applicable, Additional New Shares) as your cleared application monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

2.3 Representations, allotment and refunds

If you take no action, you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Eligible Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

By completing and returning your personalised Entitlement and Acceptance Form with application monies or making a payment by BPAY®, you will be deemed to have represented:

that you are an Eligible Shareholder (as defined in Important Information, refer to Section 3)
on behalf of each person on whose account you are acting that: (i) you are not in the United States and are neither a US Person nor acting for the account or benefit of a US Person; (ii) you acknowledge that the New Shares (and Additional New Shares) have not been and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia, New Zealand or Belgium and accordingly, the New Shares (and New Additional Shares) may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; and (iii) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of, a US Person.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer at 5.00pm (AEST) on Wednesday 30 May 2018, you will be issued your New Shares on Tuesday 5 June 2018. If you apply for Additional New Shares then, subject to DTI Group's absolute discretion to scale-back your application for Additional New Shares (in whole or part), you will be issued these on Tuesday 5 June 2018. DTI Group's decision on the number of Additional New Shares to be allocated to you will be final. DTI Group also reserves the right (in its absolute discretion) to reduce the number of New Shares (and if applicable, Additional New Shares) allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims.

Cash payments will not be accepted. Receipts for payment will not be issued.

Any application monies received for more than your final allocation of New Shares and Additional New Shares will be refunded to you as soon as practicable. No interest will be paid to applicants on any application monies received or refunded.

DTI Group Ltd Entitlement Offer

Applicants with queries on how to complete the Entitlement and Acceptance Form should contact the Company Secretary, Raj Surendran, on +61 8 9479 1195.

3 Important Information

This Offer Booklet (including the Chairperson's Letter, Investor Presentation and the ASX Entitlement Offer Announcement reproduced in it) and accompanying personalised Entitlement and Acceptance Form have been prepared by DTI Group. The information in this Offer Booklet is dated 14 May 2018.

This Offer Booklet should be read in conjunction with DTI Group’s other periodic and continuous disclosure announcements to ASX available at www.asx.com.au.

No party other than DTI Group has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

This information is important and requires your immediate attention.

You should read the information in this Offer Booklet carefully and in its entirety before deciding whether to invest in New Shares (and Additional New Shares). In particular, you should consider the risk factors outlined in the “Key Risks” section of the Investor Presentation which is included in Section 6, any of which could affect the operating and financial performance of DTI Group or the value of an investment in DTI Group.

You should consult your stockbroker, accountant, solicitor or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

3.1 Underwriting

The Company has entered into the Underwriting Deeds with the Underwriters. Allectus and Finico have each agreed to underwrite up to 50% of the Shortfall, being $2,081,087 or 29,729,821 New Shares, being a combined underwriting of $4,162,175 or 59,459,641 New Shares ( Underwritten Shares ).

The Company agrees to pay each Underwriter an underwriting fee of 1% of the above underwriting commitment (being an underwriting fee of $20,811 plus GST), such fee to be paid on the date of allotment of the New Shares.

The Company acknowledges that each Underwriter is relying on the application of exception 2 in Listing Rule 10.12, section 611(10) of the Corporations Act and ASIC Corporations (Takeovers – Accelerated Rights Issue) Instrument 2015/1069 to the Underwriting and covenants to take all necessary action within its control to comply with those exceptions with respect to the Entitlement Offer and the Underwriting, including appointing a nominee for the purpose of section 615 of the Corporations Act to sell rights.

Further, the Company undertakes to issue an Appendix 3B and a cleansing notice under section 708AA(2)(f) of the Corporations Act which complies with section 708AA(7) of the Corporations Act and otherwise take such necessary action that the Underwritten Shares are immediately tradeable after their issue.

Customary with these types of arrangements, the Underwriting Deeds include a number of termination events, including but not limited to:

DTI Group Ltd Entitlement Offer

the Company does not despatch the Offer Booklet to Shareholders on the Despatch Date or the Offer Booklet or the Entitlement Offer is withdrawn by the Company
the Offer Booklet does not contain all the information required by the Corporations Act and/or the Listing Rules or contains a false or misleading statement
default or breach by the Company under the Underwriting Deeds of any terms, condition, warranty, representation, covenant or undertaking
an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Deeds in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company
the closing share price of the Company’s shares on the ASX is 15% lower than the closing price on the dated of the Underwriting Deed; or
any Relevant Company alters its capital structure in any manner not contemplated by the Offer Booklet.

3.2 Eligible Shareholders

The Retail Entitlement Offer in this Offer Booklet contains an offer of New Shares to Eligible Shareholders in Australia, New Zealand and Belgium and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84.

Eligible Shareholders are those holders of Existing Shares who:

are registered as holders of Existing Shares as at 7.00pm (AEST) on Wednesday 16 May 2018
have a registered address on the DTI Group share register in Australia or New Zealand or Belgium
are not in the United States and are not US Persons or acting for the account or benefit of US Persons
are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

Shareholders who do not satisfy the above criteria are Ineligible Shareholders.

3.3 Substantial Shareholders

Based on publicly available information as at the date of this Offer Booklet, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out in the table below:

DTI Group Ltd Entitlement Offer

			Offer
			Entitlement
Shareholder	Shares	%	(Shares)
Finico Pty Ltd (and Associates)1	24,549,506	19.38	17,184,654
UIL Limited2	17,879,726	14.12	12,515,808
Neil Goodey3	6,575,198	5.20	4,602,639

1 The registered holder of Finico’s Shares is Invia Custodian Pty Ltd as trustee for The Morris Family Trust (which holds 23,849,506 Shares). Finico will be subscribing for 16,694,655 New Shares under the Institutional Entitlement Offer. Finico’s Associate, Cape Schanck Investments Pty Ltd, holds 700,000 Shares and does not intend to take up its Entitlement of 490,000 New Shares.
2 The registered holder of UIL’s Shares is JP Morgan Nominees Australia Limited. UIL is the beneficial holder of 17,879,726 Shares and will be subscribing for 12,515,808 New Shares under the Institutional Entitlement Offer.
3 The Company has been communicating with Neil Goodey in respect of his intentions to maintain his preEntitlement Offer shareholding in the Company (5.20%). Neil Goodey’s intentions in relation to these matters and his Offer Entitlement have not been confirmed.

In the event all Entitlements are accepted there will be no change to the substantial Shareholders on completion of the Entitlement Offer.

Finico and UIL may, as a result of the Entitlement Offer, increase their relevant interest in the Company to above 20%. In the unlikely event that no Shareholders other than Finico and UIL take up their Entitlement, Finico’s relevant interest will be 33% upon completion of the Entitlement Offer (on an undiluted basis and assuming Finico must take up in full its commitment under the Underwriting). In the unlikely event that no Shareholders other than UIL and Finico take up their Entitlement, UIL’s relevant interest will be 27.9% upon completion of the Entitlement Offer (on an undiluted basis and assuming Allectus, an associate of UIL, must take up its full commitment under the Underwriting). The Investor Presentation sets out further details on the control effect.

In this regard, as set out in the Underwriting Deeds, the Company acknowledges that each Underwriter is relying on the application of exception 2 in Listing Rule 10.12 and section 611(10) of the Corporations Act to the Underwriting and covenants to take all necessary action within its control to comply with those exceptions with respect to the Entitlement Offer and the Underwriting, including appointing a nominee for the purpose of section 615 of the Corporations Act to sell rights.

As at the date of this Offer Booklet, Finico’s and UIL’s intention in relation to these matters and their Entitlements are as set out below:

in respect of Finico, Invia Custodian Pty Ltd as trustee for The Morris Family Trust intends to accept all of its Entitlements and Cape Schanck Investments Pty Ltd intends to not accept any of its Entitlements
In respect of UIL, JP Morgan Nominees Australia Limited intends to accept all of their Entitlements in relation to the Shares held as nominee for UIL.

As at the date of this Offer Booklet, Neil Goodey’s intention in relation to these matters and his Entitlement has not been confirmed.

The Company advises that present intentions may change as new information becomes available, as circumstances change or in the light of all material information, facts and circumstances necessary to assess the operational, commercial, taxation and financial implications of those

DTI Group Ltd Entitlement Offer

decisions at the relevant time. This includes the final subscription reached under the Entitlement Offer and working capital which is then available to the Company at the time.

The dilutionary effect of the Entitlement Offer in the event that Shareholders do not participate in the Entitlement Offer is further described in Section 3.4.

3.4 Effect of the Entitlement Offer

If all Entitlements are accepted by Shareholders to the full extent, then the Entitlement Offer will not result in any change to the control of DTI Group.

If all Entitlements under the Entitlement Offer are not accepted to the full extent, then the shareholding interest of non-participating Shareholders will be diluted.

Shareholders should note that if they do not participate in the Entitlement Offer, their holdings are likely to be diluted by approximately 41% (as compared to their holdings and number of Shares on issue as at the date of this Offer Booklet). Examples of how the dilution may impact Shareholders are set out in the table below:

				Entitlements	Holdings if
		Holding as		under the	Entitlement	% Post
		at Record	% at Record	Entitlement	Offer not	Entitlement
Holder		Date	Date	Offer	taken Up	Offer
Shareholder	1	10,000,000	7.89	7,000,000	10,000,000	4.64
Shareholder	2	5,000,000	3.95	3,500,000	5,000,000	2.32
Shareholder	3	1,500,000	1.18	1,050,000	1,500,000	0.70
Shareholder	4	400,000	0.32	280,000	400,000	0.19
Shareholder	5	50,000	0.04	35,000	50,000	0.02

Note: The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed in accordance with the terms of the Underwriting Deeds. In the event all Entitlements are not accepted and some or all of the resulting Shortfall issued under the Top-up Facility was not subsequently placed, the dilution effect for each Shareholder not accepting their Offer Entitlement would be a lesser percentage.

3.5 Allocation policy and scale-back

If there are excess oversubscription applications, DTI Group reserves the right to scale back applications for Additional New Shares on an equitable basis and in accordance with a Shortfall allocation policy established by the Company.

In the event of a scale-back, the difference between the application monies received, and the number of Additional New Shares allocated to you multiplied by the Offer Price will be refunded following allotment. No interest will be paid on any application monies received and returned.

3.6 Continuous disclosure

DTI Group is a disclosing entity for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations including an obligation under Listing Rules (subject to certain exceptions) to disclose to ASX any information of which it is or becomes aware concerning DTI Group and which a reasonable person would expect to have a material effect on the price or the value of Shares. All such disclosures are available at www.asx.com.au. You have the opportunity to access any information about DTI Group which has previously been disclosed to

DTI Group Ltd Entitlement Offer

ASX, in particular the audited DTI Group annual report for the year ended 30 June 2017 and the audited half-year report for the period ended 31 December 2017. You should also have regard to any further announcements which may be made by DTI Group to ASX after the date of this Offer Booklet.

3.7 No Entitlements trading

Entitlements are non-renounceable and Entitlements will not be tradeable on ASX or otherwise transferable.

3.8 Notice to nominees and custodians

The Entitlement Offer is being made to all Eligible Shareholders. Nominees with registered addresses in the eligible jurisdictions may also participate in the Entitlement Offer, in respect of some or all of the beneficiaries on whose behalf they hold Shares, provided that the applicable beneficiary satisfies the criteria for an Eligible Shareholder.

Nominees and custodians should note that the Entitlement Offer is not available to beneficiaries on whose behalf they hold Shares who would not satisfy the criteria for an Eligible Shareholder.

In particular, a person acting as a nominee for other persons may not take up Entitlements on behalf of or send any documents relating to the Entitlement Offer to any person in the United States.

DTI Group is not required to determine whether or not any registered holder is acting as a nominee or to determine the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable foreign laws. DTI Group is not able to advise on foreign laws.

3.9 Foreign holder Nominee

The Company will appoint an ASIC approved nominee to act as nominee for the purposes of section 615 of the Corporations Act ( Nominee ).

The Nominee sale procedure will be implemented in accordance with section 615 of the Corporations Act as follows:

The Company will, at the issue price for the New Shares, issue to the Nominee, the New Shares that Ineligible Shareholders would be entitled to if they were eligible to participate in the Entitlement Offer ( Nominee Shares ).

The Nominee will then sell the Nominee Shares at a price and otherwise in a manner and at such time as determined by the Nominee in its absolute and sole discretion.

The net proceeds of the sale of the Nominee Shares (after deducting the aggregate subscription price of the Nominee Shares and costs of sale including brokerage and commission), if any, will be distributed to the Ineligible Shareholders for whose benefit the New Shares are sold in proportion to their shareholdings as at the Record Date.

If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company. Accordingly, there is a possibility that Ineligible Shareholders may receive no net proceeds if the subscription price plus costs of the sale of the Nominee Shares are greater than the sale proceeds. The Company and the Nominee will not be held liable for a failure to obtain any net

DTI Group Ltd Entitlement Offer

proceeds, or for the sale of any the Nominee Shares at any particular price or the timing of such sale.

3.10 Taxation

You should be aware that there may be taxation implications associated with participating in the Entitlement Offer and receiving New Shares (and Additional New Shares).

DTI Group does not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares (and Additional New Shares) under the Entitlement Offer. DTI Group, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares (and Additional New Shares) under this Offer Booklet.

3.11 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

3.12 Ranking of New Shares (and Additional New Shares)

The New Shares (and Additional New Shares) will be issued on a fully paid basis and will rank equally in all respects with Existing Shares. The rights and liabilities attaching to the New Shares (and Additional New Shares) are set out in DTI Group’s constitution, a copy of which is available at www.asx.com.au.

3.13 Future performance and forward-looking statements

Neither DTI Group nor any other person warrants or guarantees the future performance of the New Shares (and Additional New Shares) or any return on any investment made pursuant to the Entitlement Offer. This Offer Booklet contains certain “forward-looking statements”. Forwardlooking words such as, “expect”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forwardlooking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements including forecasts, projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Such forward-looking statements only relate as at the date of this Offer Booklet and DTI Group does not assume any obligation to update such information. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of DTI Group and its Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this Offer Booklet.

You should also refer to the “Key Risks” section of the Investor Presentation which is included in Section 6.

DTI Group Ltd Entitlement Offer

3.14 Past performance

Investors should note that the past share price performance of DTI Group's shares provides no guidance as to future share price performance. For further information, please see past announcements released to ASX.

3.15 No cooling off rights

Cooling off rights do not apply to an investment in New Shares (and Additional New Shares). You cannot withdraw your application once it has been accepted.

3.16 Not investment or financial product advice

This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. DTI Group is not licensed to provide financial product advice in respect of the New Shares (and Additional New Shares). The information contained in this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares (and Additional New Shares).

Before deciding whether to apply for New Shares (and Additional New Shares), you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant, solicitor or other professional adviser.

3.17 Governing law

This information contained in this Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares (and Additional New Shares) submits to the nonexclusive jurisdiction of the courts of Western Australia, Australia.

3.18 Foreign jurisdictions

This Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia.

This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares (and Additional New Shares), or otherwise permit the public offering of the New Shares (and Additional New Shares), in any jurisdiction other than Australia, New Zealand and Belgium.

The distribution of this Offer Booklet (including an electronic copy) outside Australia, New Zealand and Belgium may be restricted by law. If you come into possession of this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any noncompliance with these restrictions may contravene applicable securities laws.

DTI Group Ltd Entitlement Offer

3.19 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Offer Booklet.

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by DTI Group, or its related bodies corporate in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of DTI Group, or any other person, warrants or guarantees the future performance of DTI Group or any return on any investment made pursuant to this Offer Booklet.

DTI Group Ltd Entitlement Offer

4 Glossary

Word	Meaning
Additional New Shares	New Shares in excess of an Eligible Shareholder’s Entitlement
AEST	Australian Eastern Standard Time
Allectus	Allectus Capital Limited, an associate of UIL
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
ASX Entitlement Offer Announcement	the announcement lodged with ASX which relates to the offer included in Section 5
BPAY®	Electronic bill payment system in Australia
Company	DTI Group Ltd
Corporations Act	Corporations Act 2001(Cth)
Despatch Date	has the meaning given in the Underwriting Deeds
Director	a director of DTI Group
DTI Group	DTI Group Ltd ACN 069 791 091
Eligible Shareholders	a Shareholder on the Record Date who:  has a registered address in Australia, New Zealand or Belgium or is a Shareholder to whom the Company has determined it can extend the Entitlement Offer  is eligible under all applicable securities laws to receive an offer under the Entitlement Offer.
Entitlement	the entitlement to subscribe for 7 New Shares for every 10 Shares held by an Eligible Shareholder on the Record Date
Entitlement and Acceptance Form	the entitlement and acceptance form accompanying the Offer Booklet
Entitlement Offer	the non-renounceable pro rata offer of New Shares at the Offer Price on the basis of 7 New Shares for every 10 Shares held at the Record Date
Existing Shares	the Shares on issue as at the Record Date
Finico	Finico Pty Ltd ACN 002 046 559
GST	has the meaning given in_A New Tax Systems (Goods and_ Services Tax) Act 1999(Cth)
Ineligible Shareholder	a Shareholder who is not an Eligible Shareholder
Institutional Entitlement Offer	has the meaning given in the Chairperson’s Letter
Investor Presentation	the investor presentation included in the Offer Booklet

DTI Group Ltd Entitlement Offer

Word	Meaning
Listing Rule	the listing rules of ASX
Mandate Letter	the mandate letter dated on or about 3 May 2018 between Baillieu Holst Ltd and DTI Group
Material Adverse Effect	has the meaning given in the Underwriting Deeds
New Shares	Shares to be allotted and issued under the Entitlement Offer, including (as the context requires) the shortfall from the Entitlement Offer issued to the Underwriters
Offer Booklet	this offer document dated 14 May 2018
Offer Price	$0.07 per New Share
Record Date	the record date set out in the Key Dates summary on page 4 of the Offer Booklet
Relevant Company	the Company and each Subsidiary
Retail Entitlement Offer	has the meaning given in the Chairperson’s Letter
Section	a section of this Offer Booklet
Share	a fully paid ordinary share in DTI Group
Shareholder	a registered holder of a Share
Shortfall	the New Shares not subscribed for under the Retail Entitlement Offer
Subsidiary	has the meaning given in the Underwriting Deed
Top-up Facility	the facility described in Section 1.3
UIL	UIL Limited (a major Shareholder of the Company)
Underwriters	Finico and Allectus
Underwriting	has the meaning given in the Underwriting Deeds
Underwriting Deeds	the Underwriting Deed dated 10 May 2018 between DTI Group and Allectus and the Underwriting Deed dated 9 May 2018 between DTI Group and Finico, as described in Section 3.1
Underwritten Shares	has the meaning given in the Underwriting Deeds
US Person	the meaning given in Rule 902(k) of Regulation S under the US Securities Act
US Securities Act	US Securities Act of 1933

DTI Group Ltd Entitlement Offer

5 ASX Entitlement Offer Announcement

DTI Group Ltd Entitlement Offer

14 May 2018

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ASX announcement

Entitlements Offer

DTI announces $6.2 million fully underwritten Entitlements Offer

NOT FOR DISTRIBUTION IN UNITED STATES

DTI Group Ltd (ASX: DTI) ( DTI ) today announced a capital raising by way of a 7 for 10 nonrenounceable accelerated entitlement offer to raise approximately $6.2 million via the issue of approximately 88.7 million new shares ( Entitlement Offer ). Baillieu Holst Ltd is acting as the Broker to the Entitlement Offer.

The Entitlement Offer is fully underwritten by Finico Pty Ltd, UIL Limited and its associate Allectus Capital Limited (collectively the Underwriters ). The Underwriters are major shareholders of the Company.

The Entitlement Offer is an accelerated offer and will be conducted in two tranches as follows:

a selected institutional Entitlement Offer made to the Underwriters to raise approximately $2.05 million via the issue of approximately 29.2 million new shares ( Institutional Entitlement Offer )
a retail Entitlement Offer to raise approximately $4.16 million via the issue of approximately 59.5 million new shares ( Retail Entitlement Offer ).

The offer price for the Entitlement Offer will be $0.07 per new share ( Offer Price ) with shares under the Institutional Entitlement Offer and Retail Entitlement Offer both ranking pari passu with the existing shares on issue.

The Offer Price represents a discount of 6.59% per cent to the 30 day volume-weighted average price of DTI shares for the period up to 11 May 2018[1] (being the last trading date before the announcement of the capital raising).

DTI has successfully grown its contracted[2 ] order book from $17.4 million at December 2016 to $48 million (inclusive of work where DTI has been advised that it is the preferred tenderer) as at March 2018. An increase of 176 per cent over the past 15 months.

The proceeds of the capital raising will provide necessary working capital required to complete the Company’s projects being rolled out over the next 24 months, which are primarily in the more capital intensive rail sector. The proceeds will also strengthen the Company’s balance sheet for future growth.

1 Calculated at the volume-weighted average price for 30 trading days on which trades were recorded up to 11 May 2018. 2

Includes Letters of Authorisation or Letters of Intent and contracts under negotiation where DTI has been advised it is preferred tenderer.

DTI Group Ltd | ABN 15 069 791 091

31 Affleck Rd | Perth Airport WA 6105 T +61 8 9479 1195 | F +61 8 9479 1190

www.dti.com.au

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ASX announcement

Retail Entitlement Offer

Under the Entitlement Offer, eligible DTI shareholders are invited to subscribe for seven new shares for every ten existing shares held as at 7.00pm (AEST) on Wednesday 16 May 2018 ( Record Date ). The Retail Entitlement Offer will comprise an offer of approximately 59.2 million new shares ( Entitlement Offer Shares ) at the issue price of $0.070 per new share, raising approximately $4.16 million before costs.

The Entitlement Offer is non-renounceable which means that shareholders who do not take up their entitlements will not receive any proceeds from the sale of entitlements not taken up. Any fractional entitlements under the Entitlement Offer will be rounded up to the nearest whole number.

Eligible shareholders with a registered address in Australia and New Zealand on the Record Date ( Eligible Shareholders ) will be invited to participate in the Entitlement Offer. The Entitlement Offer will be open from Monday 21 May 2018 to Wednesday 30 May 2018. Eligible Shareholders will be sent details about the Entitlement Offer via an Offer Booklet expected to be dispatched on or about Monday 21 May 2018.

Those shareholders which the Company determines to be ineligible shareholders will be notified accordingly by the Company.

The timetable for the Entitlement Offer is as follows:

Announcement of Entitlement Offer	Monday 14 May 2018
Company conducts Institutional Entitlement Offer	Monday 14 May 2018
Institutional Entitlement Offer closes	Tuesday 15 May 2018
Announcement of results of Institutional Entitlement Offer (pre-market open). Trading halt lifted and shares trade on ex-entitlement basis	Wednesday 16 May 2018
Record Date for participation in Retail Entitlement Offer (7.00pm AEST)	Wednesday 16 May 2018
Despatch of Offer Booklet and Retail Entitlement Offer opens	Monday 21 May 2018
Settlement of shares issued under the Institutional Entitlement Offer	Monday 21 May 2018
Trading of Institutional Entitlement Offer shares commences	Tuesday 22 May 2018
Retail Entitlement Offer closes (5.00pm AEST)	Wednesday 30 May 2018
Retail Entitlement Offer results announcement	Monday 4 June 2018
Settlement of shares issued under the Retail Entitlement Offer	Tuesday 5 June 2018
Issue of shares under the Retail Entitlement Offer	Wednesday, 6 June 2018
Normal trading of Retail Entitlement Offer shares commences	Thursday 7 June 2018
Holding statements sent to retail holders	Friday, 8 June 2018

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

Page 2

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ASX announcement

Eligible Shareholders are encouraged to carefully read the Offer Booklet for further details relating to the Entitlement Offer. DTI has lodged the Offer Booklet with ASX today, Monday 14 May 2018 and expects to despatch the Offer Booklet and personalised entitlement and acceptance form to Eligible Shareholders no later than Monday 21 May 2018. Offer Booklets and personalised entitlement and acceptance forms will be sent electronically to the Eligible Shareholders who have elected to receive communications from DTI electronically. Notwithstanding any such election, Eligible Shareholders can also request a physical copy by calling the telephone number below.

Further details about the Entitlement Offer are contained in the investor presentation accompanying the Offer Booklet and an Appendix 3B announcement both lodged with ASX today. DTI expects to notify details of the Entitlements Offer to shareholders on Monday 4 June 2018.

–END–

Shareholder Enquiries

About DTI Group

DTI provides sophisticated surveillance systems, solutions and services to the mobile security industry worldwide. DTI’s clients are transit agencies, transit operators, freight operators, law enforcement authorities and taxi organisations which utilise a range of professional products and services that encompass on-board recording equipment, fleet management systems, back-end mass storage and retrieval facilities and end-to-end managed services. Sales and project delivery is undertaken both by DTI directly and through its global partners’ network.

DTI is a recognised supplier to the mass transit surveillance market. Core technology development and system design activities are undertaken from the Company’s headquarters in Perth, Western Australia.

Not for Distribution in the United States

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Any securities described in this announcement may not be offered or sold in the United States absent registration under the US Securities Act 1933 or an exemption from registration.

Page 3

6 Investor Presentation

DTI Group Ltd Entitlement Offer

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Capital Raising Presentation 7 for 10 Non-renounceable Accelerated Entitlements Offer

14 May 2018

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

DTI GROUP LTD
2017 Interim Results Presentation
[_] February 2017
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Broker to the Offer:

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Disclaimer

This investor presentation has been prepared by DTI Group Ltd, ACN 069 791 091 (DTI or Company), and is dated 14 May 2018. This presentation has been prepared in relation to the pro rata non-renounceable entitlement offer and institutional placement of new shares to be made under sections 708A and 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by the Australian Securities & Investments Commission (ASIC). The entitlement offer will be made to eligible shareholders.
Summary of information: This presentation contains summary information about DTI and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete, nor does it contain all the information which a prospective investor may require in evaluating a possible investment in DTI or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. DTI’s historical information in this presentation is or has been based upon information that has been released to the Australian Securities Exchange (ASX). This presentation should be read in conjunction with DTI’s other periodic and continuous announcements lodged with ASX, which are available at www.asx.com.au The information in this presentation is based on DTI’s own information and estimates and has not been independently verified. DTI is not responsible for providing updated information and does not assume any responsibility to do so. In attending this presentation or by viewing this document, you agree to be bound by the following terms and conditions.
Not financial product advice: This presentation is not a financial product, or investment advice or a recommendation to acquire DTI securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs; and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. DTI is not licensed to provide financial product advice in regard to its securities or any other financial products. Cooling off rights do not apply to the acquisition of DTI securities.
Disclaimer: Each of DTI and its related bodies corporate and its directors, agents, officers, employees and advisors expressly disclaim to the maximum extent permitted by law, all liabilities (howsoever caused including negligence) in respect of, make no representations regarding and do not take any responsibility for, any part of this presentation and make no representation or warranty as to the accuracy, reliability or completeness of any information, statements, opinions, conclusions or representations contained in this presentation. In particular, this presentation does not constitute and shall be relied upon as a promise, representation, warranty or guarantee as to the past, present or the future performance of DTI.
Not an offer: This presentation is not a prospectus, product disclosure document or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This presentation is for information purposes only and should not be considered as an offer or an invitation to acquire shares in DTI or any other financial products and neither this document nor any of its contents will form the basis of any contract or commitment. The offer booklet for the Entitlement Offer will be available following its lodgement with ASX. Any eligible shareholder who wishes to participate in the Entitlement Offer should consider the offer booklet in deciding whether to apply under that offer. Anyone who wishes to apply for new shares under the Entitlement Offer will need to apply in accordance with the instructions contained in the offer booklet and the entitlement and acceptance form.
Past and future performance: Past performance information is given for illustrative purposes only and is not, and should not be relied upon as, an indication of future performance. This presentation also contains certain forward-looking statements with respect to the financial condition, results of operations, projects, contracts and business of DTI and certain plans and objectives of the management of DTI. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice. Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither DTI nor any other person gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of DTI. Further, none of DTI, its officers, agents or employees, except to the extent permitted by law, accept responsibility for any loss, claim, damages, costs or expenses arising out of or in connection with the information contained in this presentation. Investors should independently satisfy themselves as to the accuracy of all information contained herein.

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Monetary values: All dollar values are in Australian dollars ($ or A$) unless stated otherwise.

Transaction structure
Business overview
Order book and opportunity pipeline
Strategy and outlook
Key risks
Other key information

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TRANSACTION STRUCTURE

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Capital Raising Summary

A 7 for 10 non-renounceable entitlement offer to raise approximately $6.2 million via the issue of approximately 88.7 million New Shares at an offer price of $0.07 per New Share by way of:

Entitlements Offer

an Institutional Entitlements Offer to raise approximately $2.05 million via the issue of approximately 29.2 million New Shares to the Underwriters at an offer price of $0.07 per New Share
a Retail Entitlements Offer to raise approximately $4.16 million via the issue of approximately 59.5 million New Shares at an offer price of $0.07 per New Share
The Offer price of $0.07 per New Share is a discount of:

Offer Price

  - 3.80% to the 15 day VWAP¹

  - 6.59% cent to the 30 day VWAP¹

The Entitlements Offer is fully underwritten by Finico Pty Ltd ( Finico ) and UIL Limited and its related entity Allectus Capital Limited ( UIL )
Underwriting
An underwriting fee of 1.0% is payable on the Underwriting Agreements
The New Shares will be issued on a fully paid basis and will rank pari passu in all
Ranking respects with the existing Shares on issue
1 VWAP means the volume-weighted average price calculated by reference to the average price recorded for the trading days on which trades were recorded of DTI’s shares up until 11 May 2018, being the last trading day prior to the announcement of the Entitlement Offer.

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Timetable

Event	Date
Announcement of Entitlement Offer	Monday 14 May 2018
Company conducts Institutional Entitlement Offer	Tuesday 15 May 2018
Announcement of results of Institutional Entitlement Offer. Trading halt lifted and Shares trade on ex-entitlement basis	Wednesday 16 May 2018
Record Date for the Retail Entitlement Offer (7.00pm AEDT)	Wednesday 16 May 2018
Offer Booklet and Entitlement and Acceptance Form despatched to Eligible Shareholders	Monday 21 May 2018
Retail Entitlement Offer opens	Monday 21 May 2018
Retail Entitlement Offer closes (5.00pm AEDT)	Wednesday 30 May 2018
Announcement of results of the Retail Entitlement Offer	Monday 4 June 2018
Retail Entitlement Offer shares issued	Wednesday 6 June 2018
Commencement of trading of New Shares issued under the Retail Entitlement Offer	Thursday 7 June 2018

Note: Dates and times are indicative only and subject to change. DTI, in consultation with the Underwriter(s), reserves the right to extend these dates without prior notice subject to the Corporations Act, ASX Listing Rules and other applicable laws.

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Use of Proceeds

DTI has successfully grown its contracted[1 ] order book from $17.4 million at December 2016 to $48 million (inclusive of work where DTI has been advised that it is the preferred tenderer) as at March 2018. An increase of 176% over the past 15 months
The majority of this additional work has been secured as a direct result of the significant research and development spend undertaken throughout FY16 and FY17 to develop new surveillance and passenger information system products
Proceeds from this issue are required to provide the necessary working capital to complete these projects over the next 24 months which are primarily in the rail sector which is typically more working capital intensive than bus/tram
The funding will be used to accelerate growth, maximise revenue streams and drive profitability via the fully underwritten $6.2 million accelerated Entitlement Offer

Use of Proceeds	$000
Secure existing bank facilities	625
Project working capital requirements²	4,500
General working capital and liquidity	887
Costs of the Offer	195
Total use of proceeds	6,207

Pro forma Capital Structure (Shares)	Number
Shares currently on issue	126,671,579
Institutional and Retail Entitlement Offer – New Shares	88,670,105
Post Offer Shares on issue 215,341,684
Market capitalisation (at $0.07 per share) $15,073,918

1 Includes Letters of Authorisation ( LOA ) or Letters of Intent ( LOI ) and preferred tenderer status. 2 Includes project bonding

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Balance Sheet

			Pro-forma
	Interim	Entitlement	Interim
$m	Dec 2017	Offer	Dec 2017
Cash	1.2	5.4	6.6
Trade receivables	7.0		7.0
Other receivables	–		–
Inventory	6.7		6.7
Property, plant & equipment	1.3		1.3
Other receivables (bank guarantees)	–	0.6	0.6
Intangible assets	4.6		4.6
Other assets	0.4		0.4
Total Assets	21.2	6.0	27.2
Trade payables	3.9		3.9
Financial liabilities	0.3		0.3
Provisions	1.1		1.1
Total Liabilities	5.3	–	5.3
Total Equity	15.9	6.0	21.9
Net cash/(debt)	0.9	5.4	6.3
Net trade working capital	9.7	–	9.7

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Underwriting and Potential Effects on Control

Finico (and its associates) hold approximately 19.4% and UIL and its associates hold approximately 14.1% of the issued capital in DTI prior to the Entitlement Offer. Finico is a related entity of former Company Director, Chris Morris
Finico and UIL (and its associates) have each agreed to subscribe for their full Entitlement, valued at $1.17 million and $0.88 million respectively under the selected Institutional Entitlement Offer to raise approximately $2.05 million
Finico and Allectus Capital Limited ( ACL ) (an associate of UIL) have then agreed to underwrite the Retail Entitlement Offer by entering into Underwriting Agreements with the Company to each underwrite up to 50% of the Offer (or approximately $2.08 million each after deducting their existing Entitlements)
For entering into the Underwriting Agreements for their Entitlement commitment and underwriting, Finico, UIL and ACL will each be paid an underwriting fee of 1.0% of the Entitlement commitment and underwriting under the Underwriting Agreement
The effect on control of the Company and the voting power that may be held by the major Shareholders under the Entitlements Offer under several scenarios are set out in the table below

Underwriting Effect on Control Finico & Associates) UIL & Associates	Balance of Shareholders
Shares held at date of the Offer 24,549,506 17,879,726 Voting power at date of the Offer 19.4% 14.1% Completion of Entitlement Offer: Fully subscribed (Entitlement received only) 19.4% 14.1% 75% taken up by other Shareholders 22.6% 17.6% 50% taken up by other Shareholders 26.1% 21.0% 25% taken up by other Shareholders 29.5% 24.5% Nil taken up by other Shareholders 33.0% 27.9%	83,882,347
	66.5%

	66.5%
	59.8%
	52.9%
	46.0%
	39.1%

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BUSINESS OVERVIEW

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Executive Summary

DTI Overview

DTI is an ASX listed developer and manufacturer of world-leading surveillance, video analytics and passenger communication solutions and services to the global mass transit industry

A 7 for 10 non-renounceable entitlement offer to raise approximately $6.2 million Equity Raising via the issue of approximately 88.7 million New Shares at an offer price of $0.07 per New Share

Underwritten Entitlement

The Entitlements Issue is fully underwritten by Finico (50%) and ACL (an associate of UIL) (50%)

Order Book & Pipeline

Current contracts on hand of $33.8 million with a further $14.3 million under negotiation as preferred tenderer. Within the opportunity pipeline of $410 million, DTI has identified open tenders of which $39 million are anticipated to be awarded over the next six months. Long-term pipeline is in excess of $410 million identified.

Expected FY2018 revenue of $19–20 million, an increase of ~18–19% on FY2017. Guidance Return to EBITDA profitability in 2nd half of FY2018 (FY2017 H2 EBITDA loss of $0.7 million)

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Company Snapshot

Share Price

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$0.60 6
$0.50 5
$0.40 4
$0.30 3
$0.20 2
$0.10 1
$0.00 0
Share Price
Volume (M's)
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Major Shareholders

Chris Morris (& Associates) 19.4% UIL Limited (& Associates) 14.1% Board & Management 9.7% Other Institutional 17.9%

Corporate Details

Corporate Details
ASX Code	DTI
Closing Share Price (11 May 2018)	$0. 061
Current Market Capitalisation	$7.73 million
Issued Shares	126,671,579
New Shares to be issued	88,670,105
Post Offer Issued Shares	215,341,684

Board and Management

Neil Goodey Chairperson Peter Tazewell Managing Director Richard Johnson Executive Director Glyn Denison Non-Executive Director Jeremy King Non-Executive Director

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DTI’s Business

Our business: DTI designs, develops and installs world-leading surveillance, video analytics and passenger information solutions and services to the global mass transit industry
Our target markets: Rail, bus, taxi, law enforcement, high-value freight
Our products and services:

Proprietary Supplementary Proprietary Managed Data Recording Hardware Software Services Hardware

Our Customers

Our Major Markets

Bus mobile • CCTV cameras • Fleet manager digital recorders • GPS tracking • Vehicle •
(MDR) Passenger monitoring
• Train data counting • CCTV managed recorder unit • Driver displays systems (TDR) • Passenger • Route
• Hybrid MDRs for information adherence other target systems • Remote live markets • Network view switches • Video analytics (eg Pantograph)
Full service bureau offering
Maintenance
Municipal Our major Authorities markets:
Rail and bus OEMs (original equipment manufacturers)
United States
Australia
European Union
United Kingdom
South Africa
Private transit operators

DTI seeks to leverage its engineering capabilities to provide customers with increased functionality, products and services

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DTI’s Business Case

Mass Public Mass Public Mass Transit Mass Transit Transportation Transpo tation Operator Sector Challenges Challenges Sector

Sector to continue to Sector to continue to grow throughout the world: grow throughout the

Mass transit operators face Mass transit operators wide range of challenges face wide range of including: challenges including:

• world: significant investment planned in bus, rail and • major investment light rail in major cities in planned in rail and the world light rail in major cities in the world

acts of terrorism
acts of terrorism
crime
• crime
public disturbance
•• public disturbance safety •• safety liability
customer service
passenger load
service reliability
Improved passenger experience

Mass Transit Mass Transit Surveillance Surve lance Solutions Solutions

Mass transit operators Mass transit operators require surveillance require surveillance solutions which are: solutions which are:

high quality
high quality
reliable
• reliable
•• easily recoverable easily recoverable

Technology Technology Advances Advances

Technology advances Technology advances continue to improve continue to improve surveillance and services: surveillance:

Intelligent Transportation
• quality Systems
•• reliability Next Bus • recoverability
Smart City
Anomaly detection systems
Machine learning and artificial intelligence
• Predictive fault management

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DTI’s Business Model

Opportunity for exponential growth driven by on-ground contracted positioning and recurring revenue

Solution Business Development Development (R&D) & Marketing

Prospects

Contracts

Recurring Revenue

Maintain marketleading position by continued investment in product development and product expansion, eg passenger communication solutions, pantograph with leading software solutions

Product development supported by committed investment in business development and marketing

Grow prospects by investing in business development and marketing

Prospects converted to contracts by offering customised advanced surveillance solutions

Ongoing orders from customers for new vehicle procurements; maintenance agreements; DTI solutions specified in long-term procurements; framework agreements with major suppliers

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Revenue

Revenue Growth

Revenue Categories

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25.0 20.0
20.0 16.0
15.0 12.0
10.0 8.0
5.0 4.0
0.0 -
FY15 FY16 FY17 FY18 FY19 Maintenance Recurring Project
FY15 FY16 FY17 FY18 FY19
H1 H2
$ million $ million
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FY19 forecast revenue based on Company estimates and known contract work at the date of the Offer
Strong revenue increase from prior corresponding periods
Weighting to second half (H2) expected to continue
Contracted revenue for FY19 of $17 million, being approximately 85% of FY18 forecast revenue
Increased revenue across all categories
Strong increase in recurring revenue driven by US bus sales
Project revenue continues to drive overall growth

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Technology and R&D Spend

DTI has invested in R&D to create industry-leading product solutions for the global mass transit market

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8 DTI has invested in R&D to create
7 industry-leading product solutions for the
6 global mass transit market
5
• R&D cycle peaked in FY17 with the
4
3 development of new products to meet
2 the standards of the rail sector
1 • Contracted order book [1] has grown by
0 176% (to $48 million) over the past
2013 2014 2015 2016 2017 2018 15 months
Recurring
R&D Marketing Prospects Contracts
Revenue
Year 0–1 Year 0–1 Years 0–2 Years 1–3 Years 5+
$ million
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DTI is focused on building recurring revenue from contracted work and on-ground positioning with clients

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1 Includes LOA or LOI and preferred tenderer status

Key Drivers

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R&D R&D investment has allowed DTI to grow its contracted order book[1] by 176% Investment from $17.4 million to $48 million over the past 15 months

Strengthen relationships with OEMs to allow DTI to participate in the design and implementation phase of project tenders

Relationship with OEMs

Increased awareness of public safety by all stakeholders as terrorism remains a critical global threat

Public Safety

Mass transit operators seeking efficiencies from operations to drive bottom line profitability and improvements in passenger experience

Operator Efficiencies

Build on ground strategic relationships with global integrators to allow DTI to develop and service maintenance and recurring revenue streams

Maintenance & Support

Expand revenue streams from existing customers by leveraging DTI’s technology and support from existing contracted transit locations

Growing Global Demand

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1 Includes LOA or LOI and preferred tenderer status

Key Milestones Achieved

Strategic focus on major rail projects has resulted in continued revenue growth
Significant R&D investment of $19 million over past five years has created industry leading product solutions for the global mass transit market
Future monetisation of the R&D investment to be derived from executing DTI’s contracted order book[1] of $48 million
Increased maintenance and recurring revenue by 23% in FY18 to $7.5 million (from $6.1 million in FY17)
Strong validation of product suite through increased level of contracts awarded
Unique product offering covering:
complete mass transit solutions combining hardware and software
tailored product offerings for customers delivering full turn key solutions
Operating cost base restructured
Focus on project execution and margin management

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1 Includes LOA or LOI and preferred tenderer status

Global Project Execution

Map Key

Complete In Progress Key Prospect

DTI has a successfully demonstrated its ability to secure and execute projects globally
Strong validation of world-class product suite by spread of global project success
Ability to roll-out product on a global scale

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Operational Update

Americas		EMEA		Australasia
• Sales of $3.5 million, up 46.7% from $2.4 million in prior period¹ • Continues to enjoy strong support from the US transit market with key transit operators, including SEPTA, SFMTA, SamTrans, Long Beach Transit and Broward County • Awarded contract installation of CCTV solution on 115 LRVs for Dallas Area Rapid Transit (options 1–4) • Completing deliveries to Siemens for SFMTA of first rail rated CCTV solution using TDR6 • Successfully commissioned equipment trial for a major US transit authority • Pipeline of $107 million identified, weighted 89% to rail		• Sales of $2.2 million, up 19.4% from $1.9 million in prior period¹ • Successfully completed the major multi-party live look-in CCTV solution for UK rail • Continues to work with key partners in UK • Continued revenue growth from bus and tram market in Poland and France • Commenced solution design for key PRASA contract • Completed delivery of first 68 vehicles for Oman Bus Contract • Pipeline of $233 million identified, weighted 77% to rail • Opportunities in new countries identified in Oman, Tanzania, Denmark, Bulgaria and Spain		• Sales of $8.9 million, up 86.1% from $4.8 million in prior period¹ • Maintained strong market position with sales to wide range of customers, across bus and rail • Ongoing deliveries to Sydney Metro project which are on schedule • Commenced preliminary design for major rail refurbishment in Melbourne • Bus and rail contracts in Perth, Brisbane, Sydney, Melbourne and Adelaide • Ongoing maintenance opportunities to leverage off DTI’s existing resources and facilities • Pipeline of $77 million identified, weighted 96% to rail • Opportunities in new markets identified in Singapore and India

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1 Sales across all regions represent actuals for the nine months to 31 March 2018

Key Customers

OEMs

Municipal Authorities Transit Operators Integrators

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ORDER BOOK OPPORTUNITY PIPELINE

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Order Book

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Bus Rail Preferred
Order Book by Category
50.0
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
-
30-Jun-14 31-Dec-14 30-Jun-15 31-Dec-15 30-Jun-16 31-Dec-16 30-Jun-17 31-Dec-17 31-Mar-18
$ million
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Order book growing in line with increased marketing effort
Strong growth in rail sector with strong interest in DTI Passenger Information Systems (60% weighting for opportunities identified)
Order book does not include anticipated recurring work until purchase order is issued
Pipeline includes open tenders, including $39 million which are expected to be awarded over the next six months
Order book includes uncontracted work where DTI has received an LOI/LOA or has been advised it is the preferred tenderer and is in final contract negotiations.

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Opportunity Pipeline

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18.5%
25.6%
55.9%
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Significant identified long term pipeline in excess of $410 million
EMEA presenting strongest opportunities for new growth
Americas includes significant Latin American opportunities for expansion
Australia provides DTI with the ability to leverage its local technical knowledge and on-ground maintenance support networks

Australasia EMEA Americas

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2.1%
14.2%
83.7%
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Market continues to be dominated by rail which generally has higher specifications, engineering effort and capital intensity
Growth drivers include legislation/evidence standards, public infrastructure spending and potential to reduce insurance and maintenance costs
Operators investing in improved passenger journey experiences

Bus Rail Law Enforcement

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Addressable Market

DTI’s addressable market comprises:
Passenger Information Systems consisting of displays, audio communications and entertainment systems
Mobile Surveillance Systems, consisting of recorders, cameras and ancillary equipment
FY18 revenue and order book weighted towards Passenger Information Systems
Mobile Surveillance market is forecast to grow by 12.1% to over US$1.6 billion by 2021[1 ]
Passenger Information Systems forecast to exceed US$21.4 billion by 2022[2 ]
1 IHS Research – 24 Feb 2017 2 Market Research Future – July 2017

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Mobile Surveillance

Global market for mobile video surveillance equipment forecast to grow at CAGR of 12.1% to 2021
DTI is a significant player in mass transit sector (trains, trams and transit buses) which constitutes 56.6% of the market
The Americas is the largest market for mobile video surveillance equipment while EMEA is the fastest growing market

Mobile Video Surveillance Equipment – Region

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800
600
400
200
0
EMEA Asia Americas
2016 2021
$ million
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Source: IHS Research – 24 Feb 2017

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Passenger Information Systems

Market forecast for Passenger Information Systems (excluding CCTV) to be US$21.4 billion by 2022, growing at CAGR of 23%[1 ]
These products comprise approximately 60% of the current $48 million order book

Global Passenger Information System Market

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7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
Others Emergency Pass Mobile Infotainment Info Display
Comms Apps Announcement Systems
2016 2017 2022
US$ billion
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1 Compound Annual Growth rate. Market Research Future – July 2017

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STRATEGY AND OUTLOOK

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Strategies Short-term

Grow Revenue Base	Production Cost Efficiencies	Cost Down Strategy	Overhead Reduction
• Increased order book by 176% in 15 months • Conversion of opportunity pipeline • R&D cycle complete providing new leading edge product solutions	• Product design finished leading to stable production runs • Migrate production to lower cost manufacturer	• Review supply chain to reduce component costs • Implement design efficiencies • Target margin improvements via competitive product sourcing	• Tight control of costs and working capital • Improved inventory management processes established • Focus on project execution and margin management

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Strategies Medium and Long-term

Medium-term		Long-term
• Demonstrate continued profitability • Ongoing monetisation of past R&D investment • Target continued increased in maintenance and recurring revenue to underpin revenue growth • Staging of contracted revenue provides support for future revenue growth • Product suite developed drives leading turnkey solutions		• Continue to leverage R&D investment in new market-leading technology platform • Develop DTI hardware as platform for multiple technology applications • Expand strong OEM relationships to create stronger maintenance and recurring revenue and position DTI as preferred technology provider • Build contracted footprint globally to position DTI in all major markets

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31 31

Outlook

Continued growth in contracted order book[1] to $48 million
Opportunity pipeline of $410 million with $39 million identified as likely to be awarded within six months
Strong technical reputation for developing leading edge products and solutions
Global demand for mobile surveillance and passenger information system equipment continues to be strong
Increased awareness for public safety and security from transit operators and municipal authorities
Transit operators seeking to increase efficiencies from their networks, driving demand for equipment monitoring solutions
Continued improvements to passenger journey experience by increased technology integration

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1 Includes LOA or LOI and preferred tenderer status

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KEY RISKS

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Key Specific Risks (1)

Risk	Summary	Summary	Summary
Failure to retain existing customers or attract new customers	As a usual part of its business, DTI’s customer contracts and projects are subject to tender, variations, additions or reductions. DTI’s ability to renew contracts with existing customers and win new contracts with existing and new customers is fundamental to its business, growth and profitability. DTI could lose one or more key customers or significant contracts or projects due to a range of events. Any loss of key customers, or loss of funding or a reduction in government budget allocations to key customers, significant contracts or projects, may materially and adversely affect DTI’s revenue and financial performance.
Competition	DTI operates in a competitive industry. DTI competes with some companies that are larger and more financially secure, as well as with some companies that benefit from local experience and relationships with customers. Increased competition could result in price reductions, underutilisation of personnel, reduced operating margins and loss of customers or market share. Any of these occurrences in any region in which DTI may operate could adversely affect its operating and financial performance.
Software and technology risks	Technology is the key enabler of DTI’s products and services and is dependent on the effective performance and reliability of DTI’s hardware, software and support services. DTI may not be able to provide the required level of support and services to clients, or fail to successfully achieve the required development of its technology and systems to meet clients’ needs, match competitors or meet regulatory requirements, which may, in turn, adversely affect its operations, technology development and could adversely affect its operating and financial performance. Further, DTI’s hardware and software may be exposed to damage, malware or interruption from unforeseen events which may cause the systems to be unavailable from time to time which may in turn affect DTI’s ability to meet customer expectations and deliver consistent, quality services to its clients.
Technology obsolescence	The technology in the mass transit industry is constantly evolving. There is no guarantee that DTI can keep up with technological developments within the industry and a failure to do so may have a negative effect on the Company’s business and its ability to compete effectively within its target markets. Accordingly, there is a risk that new entrants will develop technology that is superior to DTI’s solutions which could result in DTI’s technology becoming obsolete.
Failure to monetise return on investment	The technology that DTI has developed for the mass transit industry is complex, industry specific and often involves an extended period of time to achieve a final product and subsequently a return on investment for the development. An important part DTI’s business and growth strategy is to continue to make investments in innovation and related product opportunities to improve the technology and product solutions to maintain DTI’s industry leading competitive position.

Key Specific Risks (2)

Risk	Summary
Retention of Key Personnel	DTI depends on the talent and experience of its employees. Whilst every effort is made to retain key employees and contractors and to recruit new personnel as the need arises, loss of a number of key personnel may adversely affect DTI’s earnings or growth prospects. In addition, strong demand for skilled personnel may limit DTI’s growth and profitability caused by scarcity of professional personnel or by potential increases in compensation costs associated with attracting or retaining such personnel.
Failure to execute projects	DTI’s financial performance is dependent on its ability to deliver contracts and projects in accordance with contractual obligations. Contractual obligations may include set dates for delivery. If delivery is delayed the customer may seek to claim damages from DTI. Disputes which arise in relation to contractual obligations may result in significant losses and acute pressure on DTI’s cash flow.
Delays with the commencement of new contracts or dependence on third parties	Where DTI wins a contract, commencement of the contract can be delayed past the expected commencement date. DTI is also a party to a number of contracts where the Company’s ability to perform its obligations and commence earning revenue is dependent on third parties performing their own contractual arrangements in a timely manner. DTI may not have any contractual protection against such delays. Any delay in the commencement of a contract may result in a delay in DTI receiving revenue or may cause DTI to incur additional costs, and therefore could have an adverse impact on the Company’s financial performance, including its ability to achieve management’s forecasts for the business.
Working capital requirements	DTI requires capital in order to finance the manufacture and installation of its technology products as well as provide bank guarantees or insurance bonds to support contract arrangements. The Company’s precise capital requirements depend on numerous factors. Depending on the DTI’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Entitlement Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If DTI is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its expansion and development programmes as the case may be.

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Key Specific Risks (3)

Risk	Summary
Reliance on growth strategy	DTI’s future success relies heavily on the successful implementation of its strategy of being a provider of integrated video surveillance, passenger communication and fleet management solutions for the global mass transit industry. Successful execution of this strategy will require DTI to successfully apply its core competencies in the development or modification of its products and software. No assurance can be given that DTI will be successful in the ongoing implementation of this strategy. DTI’s growth strategy relies heavily on market acceptance of its products and services. There is a risk that market acceptance of DTI’s products and services will not be as high as DTI expects or that market acceptance may take longer than expected to materialise.
Regional specific risks/unfamiliar markets	DTI operates in markets globally. As the Company continues to expand its presence in new international jurisdictions, DTI remains subject to risks associated with doing business in regions that may have political, legal and economic instability or less sophisticated legal and regulatory systems and frameworks.
Foreign exchange risk	Some of the components used in the manufacture of DTI’s products are acquired in foreign currencies. Also, some of DTI’s receivables, payables, intercompany transfers and expenses are incurred in foreign currencies and some of DTI’s sales occur in foreign currencies. Adverse movements in exchange rates for either of DTI’s revenue, expenditure, receivables, payables or intercompany transfers, or cash holdings in foreign currency may adversely affect the financial performance of DTI.
Increased costs risk	DTI’s manufacturing and outsourced manufacturing operations are dependent upon the delivery of materials and components by outside suppliers. While DTI utilise components that are standard items and available from a number of suppliers where possible, others are manufactured to DTI’s specifications. The failure of the Company to source and supply its materials and components at acceptable costs and in the quantities and specifications required by DTI, could have an adverse impact on the profitability of contracts entered into and the sales and financial performance of DTI.
Regulatory risks	Some aspects of the industry in which DTI operates are impacted by government legislation and regulations in respect to collection of data, privacy, data protection, freedom of information and other matters. The industry may undergo regulatory or legislative change which may create opportunities or adversely impact the activities and operations of DTI.

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Key Specific Risks (4)

Risk	Summary
Litigation	The Company may be subject to litigation and other claims and disputes in the course of its business, including contractual disputes with suppliers or clients, employment disputes, indemnity claims, and occupational and other claims. There is a risk that such litigation, claims and disputes could materially and adversely affect DTI’s operating and financial performance due to the cost of settling such claims, and affect the Company’s reputation. At the date of this Presentation, DTI is not currently engaged in any litigation.
Force majeure risks	Events may occur within the markets that DTI operates that could impact upon the Australian or global economies that DTI or its clients operate within. These events could impact the operations of DTI and the price of DTI’s Shares. The events include but are not limited to acts of terrorism, an outbreak of international hostilities, fires, floods, earthquakes, labour strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-made events or occurrences that can have an adverse effect on the demand for DTI’s products and services and its ability to conduct business. DTI has only a limited ability to insure against some of these risks.
Concentration of shareholding	At the date of this Presentation Finico (and its associates) and UIL (and its associates) are each major shareholders of the Company. Finico and UIL have a combined controlling relevant interest of 33.5% of the DTI shares on issue. Furthermore, both Finico and UIL (or their associates) have each agreed to underwrite the Offer. The Underwriters, if they act together, may have the capacity to control the election of Directors, the approval of significant corporate transactions and the success of a takeover or similar offer for the Shares. The interests of these Finico and UIL (or their associates) may differ from the interests of the Company and the interests of Shareholders who purchase New Shares under the Offer. The market value of DTI’s shares quoted on the ASX may go up or down for a variety of reasons, including changes in the pricing of comparable stocks, shifts in demand for listed equities and changes to general economic conditions. The change in the market capitalisation may result in a risk that there will not be an active market for DTI’s Shares and there may be periods where there is little or no liquidity. The deterioration of the market capitalisation may also adversely impact the Company's financial reputation when tendering for major contracts against more financially stable competitors.
Share price movements

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General Investment Risks

Risk	Summary
Factors outside DTI’s control	In addition to the specific risks summarised above, a number of factors outside DTI’s control may significantly impact on DTI, its performance and the price of DTI Shares. These factors include: • economic conditions in both Australia and internationally • relative changes in foreign exchange rates • investor sentiment and local and international share market conditions • changes to government policy, legislation or regulation • changes in fiscal, monetary and regulatory policies • the nature of competition in the industries in which DTI operates • interest rates and inflation rates • the introduction of taxation reform.
Impact on DTI’s revenue, expenses and cash flows	Investors should recognise that DTI’s revenues, expenses and cash flows could be negatively affected by any of the above factors which, in turn, may affect the price or value of DTI Shares.
Market fluctuations	The share prices for many companies can be subject to wide fluctuations which, in many cases, may reflect a diverse range of non-specific influences such as global hostilities and tensions, acts of terrorism and the general state of the economy. Such market fluctuations may materially adversely affect the market price of DTI Shares.

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OTHER KEY INFORMATION

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International Selling Restrictions

Offer Jurisdictions

No offer will be made to any shareholder with a registered address outside Australia, New Zealand or Belgium. The offer of New Shares to shareholders with a registered address in Belgium is made pursuant to an exemption under the Directive 2003/71/EC as outlined in the Offer Booklet dated 14 May 2018. The distribution of this presentation in jurisdictions outside Australia may be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

United States

This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or solicitation of an offer to buy securities in the United States or to any “US Person" as defined in Regulations under the Securities Act of 1933 , as amended (the “US Securities Act"). This presentation may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.

The shares in the proposed offering have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the shares in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of US Persons, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

In attending this presentation, or by viewing this document, you agree to be bound by the foregoing limitations.

New Zealand

The shares in the proposed offering are not being offered or sold to the public within New Zealand other than to existing shareholders with addresses in New Zealand to whom the offer of New Shares is being made in reliance on the transitional provisions of the Financial Market Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This presentation does not constitute a prospectus or investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Market Conduct Act 2013 (New Zealand). This presentation is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

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Contact Details

PETER TAZEWELL

Chief Executive Officer DTI Group Ltd

T: +61 8 9479 1195 E: [email protected]

WEBSITE

www.dti.com.au

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AI assistant

DTI GROUP LTD — Capital/Financing Update 2018

64790_rns_2018-05-20_12fcdc2b-b955-417c-8a66-7e90965bee06.pdf

Despatch of Entitlement Offer Booklet

Accelerated Entitlement Offer Booklet

Fully underwritten by Finico Pty Ltd ACN 002 046 559 and Allectus Capital Limited

Contents

Corporate Directory

Head Office

Legal Adviser

Directors

Company Secretary

Named Broker

Underwriters

Share Registry

Important Notices

No Overseas Offering

New Zealand

Belgium

United States

Risks

Definitions and Time

Summary of the Entitlement Offer

Key Dates

Enquiries

Chairperson’s Letter

Dear Shareholder

Other Information

The Retail Entitlement Offer closes at 5.00pm AEST on Wednesday 30 May 2018.

Neil Goodey

1 Description of the Entitlement Offer

1.1

Overview

1.2

Retail Entitlement Offer

1.3

Issue of additional Shares under the Top-up Facility

2 How to Apply

2.1

Payment by BPAY®

2.2 Payment by cheque, bank draft or money order

2.3 Representations, allotment and refunds

3

Important Information

3.1

Underwriting

3.2

Eligible Shareholders

3.3

Substantial Shareholders

3.4 Effect of the Entitlement Offer

3.5 Allocation policy and scale-back

3.6

Continuous disclosure

3.7

No Entitlements trading

3.8

Notice to nominees and custodians

3.9 Foreign holder Nominee

3.10 Taxation

3.11 Rounding of Entitlements

3.12 Ranking of New Shares (and Additional New Shares)

3.13 Future performance and forward-looking statements

3.14 Past performance

3.15 No cooling off rights

3.16 Not investment or financial product advice

3.17 Governing law

3.18 Foreign jurisdictions

3.19 Disclaimer of representations

4 Glossary

ASX announcement

Entitlements Offer

DTI announces $6.2 million fully underwritten Entitlements Offer

NOT FOR DISTRIBUTION IN UNITED STATES

ASX announcement

Retail Entitlement Offer

ASX announcement

Shareholder Enquiries

About DTI Group

Not for Distribution in the United States

DTI GROUP LTD Capital/Financing Update 2018