DTI GROUP LTD — Capital/Financing Update 2018

May 13, 2018

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-marketopen). Trading halt lifted and shares trade on ex-entitlement basis	Wednesday 16 May 2018
Record Date for participation in Retail Entitlement Offer (7.00pmAEST)	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.

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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.

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Shareholder Enquiries

Shareholders who have questions relating to the Entitlement Offer should call the Chief Executive Officer, Peter Tazewell, on +61 8 9373 2905 or email peter.tazewell@dti.com.au or consult their stockbroker, accountant or other professional advisor.

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.

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