DTI GROUP LTD — Governance Information 2014

Dec 4, 2014

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SECURITIES DEALING POLICY

1 Purpose

• 1.1 The purpose of this policy is:

• (a) to explain the type of conduct in relation to dealings in securities of DTI Group Limited (“DTI” or “Company”) that is prohibited under the Corporations Act which is applicable to all employees of and certain contractors to DTI and its controlled entities (“Group”).

• (b) to establish a best practice procedure relating to buying and selling securities that provides protection to both DTI and Group employees (“Employees”) against the misuse of unpublished information which could materially affect the value of securities.

• 1.2 The rules set out in this policy are designed to assist in preventing breaches of the insider trading provisions of the Corporations Act. Ultimately it is the responsibility of the individual to ensure that none of his or her dealings could constitute insider trading.

2 Insider Trading Laws

• 2.1 The nature of prohibition

• (a) Section 1043A (of Part 7.10, Division 3) of the Corporations Act makes it an offence for a person in possession of information that is not generally available but which, if generally available, might materially impact the price or value of a financial product to:

  • (i) trade in (ie apply for, acquire or dispose of, or enter into an agreement to do any of these things)

  • (ii) procure another person to trade in,

financial products (collectively referred to as to “deal in financial products”).

• (b) It is also an offence to “tip” the information to another person with the knowledge that the person could deal in financial products. Accordingly, the effect of this section cannot be avoided by simply getting another person to deal on your behalf.

• 2.2 How you become aware of the information is irrelevant

It is irrelevant how or in what capacity the person came into possession of the information. This means that Section 1043A will apply to any Employee or director who acquires “inside information” in relation to a financial product, no matter in which capacity and is prohibited dealing in that financial product.

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2.3 Information which might affect price value

The prohibition referred to in clause 2.1 refers to unpublished information which, if generally available, might materially impact the price or value of financial products.

2.4 What does “information” include?

“Information” includes matters of supposition or speculation and matters relating to the intentions or likely intentions of a person.

2.5 What information might materially affect price or value?

• (a) This means information that a reasonable person would expect to have a material effect on the price or value of financial products. A reasonable person would be taken to expect information to have a material effect on price or value if the information would be likely to influence persons who commonly invest in financial products whether or not to do so.

• (b) Examples of this type of information which might affect the price or value of DTI shares include:

• (i) proposed changes in the capital structure, capital returns and buy backs of financial products

• (ii) information relating to DTI’s financial results

• (iii) a material acquisition, divestment or realisation of assets

• (iv) proposed dividends and share issues

• (v) changes to the Board

• (vi) possible events which could have a material impact on profits (negatively or positively), eg loss of a major customer

• (vii) proposed changes in the nature of the business of DTI

• (viii) notification to DTI of a change in substantial shareholding

• (ix) any information required to be announced to the market pursuant to ASX Listing Rule 3.1.

2.6 What does “unpublished” mean?

“Unpublished” for this purpose means that the information is not generally available. Information is generally available if it consists of readily observable matter, or it has been disseminated in a manner likely to bring it to the attention of investors and a reasonable period has elapsed. DTI publishes information to the market by releasing DTI announcements through the ASX Company Announcements Platform. All announcements by DTI are available on the ASX website and the Company’s website .

3 Insider Trading is Prohibited at all Times

• 3.1 Notwithstanding any other provision of this policy, if you possess inside information, you must not buy or sell securities in DTI, advise or get others to do so or pass on the inside information to others. This prohibition applies regardless of how you learn the information.

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• 3.2 The prohibition on insider trading is not restricted to information concerning the Company’s securities. If a person has inside information in relation to securities of another company, that person must not deal in those securities.

4 Additional Dealing Restrictions for Directors and Certain Employees

• (a) Additional restrictions on dealing in the Company’s securities apply to the following people in the Group (“Designated Persons”):

• (i) all Company directors

• (ii) all senior managers reporting directly to the managing director

• (iii) any Employee or contractor considered necessary or appropriate by the managing director or company secretary from time to time.

• (b) The company secretary will notify those persons in (ii) and (iii) above that they are considered Designated Persons for the purposes of this policy and therefore bound by the additional restrictions in Sections 6, 7 and 8 below. The company secretary will also notify any Designated Person if there is a decision that the person should no longer be considered a Designated Person under this policy.

5 Reasons for the Additional Trading Restrictions

• 5.1 Designated Persons are in positions where it may be assumed that they have inside information and, as a result, any trading by Designated Persons may embarrass or reflect badly on them or on the Company (even if they have no actual inside information at the time).

• 5.2 This policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise.

6 Dealing in Shares by Designated Persons

• 6.1 Designated Persons must not deal in the Company’s securities:

• (a) during the period from 1 January until one trading day following the release of the Company’s half-year results

• (b) during the period from 1 July until one trading day following the release of the Company’s full-year results,

(“Prohibited Period”).

• 6.2 Except where Section 6.1 applies, and subject to Section 7, there should be no objection to dealing in securities notified in accordance with the procedures in Sections 7.1, 7.2 or 7.3 as applicable, if the following factors are satisfied:

• (a) the Company is currently in compliance with its continuous disclosure obligations under ASX Listing Rule 3.1

• (b) the Company is not withholding any material information from disclosure by reason of the exceptions to Listing Rule 3.1 (namely, under Listing Rule 3.1A)

• (c) the Designated Person does not otherwise possess any inside information.

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7 Requirements Before Dealing

• 7.1 Before dealing, or giving instructions for dealing or causing anyone else to deal, in the Company’s securities, the chairperson must:

• (a) notify the chair of the Audit, Risk and Compliance Committee of the chairperson’s intention to deal (or cause someone else to deal) in the Company’s securities

• (b) confirm that the chairperson does not hold any inside information

• (c) have been advised by chair of the Audit, Risk and Compliance Committee that there is no known reason to preclude the chairperson from dealing in the Company’s securities as notified

• (d) have complied with any conditions on dealing imposed by chair of the Audit, Risk and Compliance Committee (including, for example, any time limits applicable to the clearance).

• 7.2 Before dealing or giving instructions for dealing or causing anyone else to deal, in the Company’s securities, a director (other than the chairperson) must:

• (a) notify the chairperson of the director’s intention to deal (or cause someone else to deal) in the Company’s securities

• (b) confirm that the director does not hold any inside information

• (c) have been advised by the chairperson that there is no known reason to preclude him/her from dealing in the Company’s securities as notified

• (d) have complied with any conditions on dealing imposed by the chairperson (including, for example, any time limits applicable to the clearance).

• 7.3 Before dealing, or giving instructions for trading or causing anyone else to trade, in the Company’s securities, Designated Persons (other than the chairperson or directors) must:

• (a) notify the managing director of their intention to deal (or cause someone else to deal) in the Company’s securities

• (b) confirm that they do not hold any inside information

• (c) have been advised by the managing director that there is no known reason to preclude them from dealing in the Company’s securities as notified

• (d) have compiled with any conditions on dealing imposed by the managing director (including, for example, any time limits applicable to the clearance).

• 7.4 The chair of the Audit, Risk and Compliance Committee, chairperson or managing director may seek appropriate legal advice to ensure the proper provision or otherwise of a clearance under Sections 7.1(c), 7.2(c) or 7.3(c) respectively, and the cost of such advice shall be borne by the Company.

• 7.5 The requirements before dealing do not apply under Sections 7.1, 7.2 and 7.3:

• (a) during the four-week period from:

  • (i) one trading day following the release of the Company’s half-year results

  • (ii) one trading day following the release of the Company’s full-year results

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• (iii) one trading day following the date on which the Company’s annual general meeting is held

• (iv) the exercise of performance options or performance rights granted under an employee equity plan

• (b) the period during which the Company has a current prospectus or other form of disclosure document on issue under which persons may subscribe for the Company’s securities.

8 Notification of Dealing

• 8.1 A Designated Person must also notify the company secretary of any dealing in the Company’s securities by the Designated Person or any associate of the Designated Person within two business days of such dealing having taken place.

• 8.2 The notification in Section 8.1 above should include:

• (a) the name of the Designated Person and associate (if applicable)

• (b) whether the interest in the Company’s securities held by the Designated Person was direct or indirect (and it if was indirect, the circumstances giving rise to the interest)

• (c) the date of the dealing, and the number of securities bought or sold

• (d) the amount paid or received for the securities

• (e) the number of securities held by the Designated Person, directly and indirectly, before and after the trading in securities.

9 Speculative Dealing

At no time may Designated Persons engage in short-term speculative dealing in the Company’s securities.

10 Restrictions Extend to all Securities

This policy covers dealing not only in the Company’s shares, but also in other securities of the Company including options and warrant contracts and any debentures or notes issued by the Company.

11 Breaches of Policy

Strict compliance with this policy is a condition of employment. Breaches of this policy will be subject to disciplinary action which may include termination of employment.

12 More Information

For more information about this policy, contact the company secretary.

EFFECTIVE DATE: From the date the Company is admitted to the official list of the Australia Securities Exchange Ltd.

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