DTI GROUP LTD — Major Shareholding Notification 2015

Jul 2, 2015

604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

DTI GROUP LTD

ACN/ARSN 069 791 091

1. Details of substantial holder (1)

Name FINICO PTY LTD AND ASSOCIATES

ACN/ARSN (if applicable)

002 046 559

There was a change in the interests of the substantial holder on

substantial holder on 30 / 06 / 2015 The previous notice was given to the company on 04 / 06 / 2015 The previous notice was dated 04 / 06 / 2015

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

ompany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary shares	14,700,000	17.0%	18,048,144	19.7%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person's votesaffected
ReferAnnexure"A"

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registered holderof securities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class and numberof securities	Person's votes
ReferAnnexure"A"

604 Page 2 of 2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
not applicable	not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Finico Pty Ltd	1/177 Salmon Street, Port Melbourne, VIC 3207
Cape Schanck InvestmentsPty Ltd	1/177 Salmon Street, Port Melbourne, VIC 3207

Signature

print name Chris Morris sign here

Personal capacity and as Director capacity of Finico Pty Ltd and Cape Schanck Investments Pty Ltd date 01 / 07 / 2015

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

FORM 604 – Notice of change of interests of substantial holder Finico Pty Ltd & Associates ANNEXURE “A”

3. Change in relevant interests

Date ofchange	Personwhoserelevantinterestchanged	Natureof change	Considerationgiven inrelation tochange	Class andnumber ofsecuritiesaffected	Person’svotesaffected
5-9.06.2015	Finico PtyLtd	On-market sale of shares	$78,060.02	(216,824)ordinaryshares	(216,824)
15-16.06.2015	Finico PtyLtd	On-market sale of shares	$45,605.85	(135,032)ordinaryshares	(135,032)
30.06.2015	Finico PtyLtd	Exercise of unlisted options at $0.322per share	$1,191,400	3,700,000ordinaryshares	3,700,000

4. Present relevant interests

Holder ofrelevantinterests	Registeredholder ofsecurities	Personentitled to beregistered asholder	Nature ofrelevant interest	Class andnumber ofsecurities	Person’svotes
Mr ChrisMorris	Finico PtyLtd	Finico Pty Ltd	Pursuant to Section s608(1) ands608(3) of the Corporations Act, MrChris Morris has the power to controlvoting rights attaching to securitiesheld by Finico Pty Ltd, which is theregistered holder of these shares.	17,348,144ordinaryshares	17,348,144
Mr ChrisMorris	CapeSchanckInvestmentsPty Ltd	Cape SchanckInvestmentsPty Ltd	Pursuant to Section s608(1) ands608(3) of the Corporations Act, MrChris Morris has the power to controlvoting rights attaching to securitiesheld by Cape Schanck InvestmentsPty Ltd, which is the registeredholder of these shares.	700,000ordinaryshares	700,000
DTI GroupLtd	Finico PtyLtd andCapeSchanckInvestmentsPty Ltd	Finico Pty Ltdand CapeSchanckInvestmentsPty Ltd	Pursuant to s608(1)(c) of theCorporations Act, DTI Group Ltd hasthe power to control the disposal ofthese shares by virtue of theDirectors Voluntary Restriction DeedOctober 2014 arrangements andtrading restrictions entered into withthe registered holders.	11,200,000ordinaryshares	11,200,000

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