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1 ASX Release 13 August 2013 Proposed Restructuring of Digital Performance Group The independent directors of Digital Performance Group Ltd have received the attached letter from Co-Investor Capital Partners Pty Ltd, the Company s majority shareholder, in relation to a proposed restructuring of DPG. David Sweet and Fionn Hyndman have agreed to investigate this restructure. The independent directors will further advise shareholders in due course as the matter progresses and until then recommends that shareholders take no action in relation to this letter. For further information please contact: David Sweet, Independent Director Fionn Hyndman, Independent Director Digital Performance Group Ltd ABN:

2 12 August 2013 Messrs David Sweet and Fionn Hyndman Independent Directors Digital Performance Group Limited Ground Floor, Saunders Street Pyrmont NSW 2009 Gentlemen Proposed Restructuring of Digital Performancee Group ( DPG ) As discussed last week, we wish to t formally propose a restructuring transaction that we believe would materially enhance DPGʹs growth prospects, its geographic reach and its strategic relevance. Under the terms of the restructuring, DPG would acquire three closelyy aligned businesses thatt are presently wholly owned by fundss managed by Co Investor Capital Partners (ʺCo Investorʺ), downturn in the in return for shares in DPG. Background As a listed company DPG is suffering from a lack of scale and the protracted Australian media market. Even though the DPG team is working hardd to deliver growth, it is likely that the company will struggle to attract suitable investor interest without either a significant economic e uplift, a refinement in its strategicc direction, or both. Over the past four years DPG s major shareholder, Co Investor, has been workingg to establish a leading regional digital commercee group, Asia Pacific Digital Limited (ʺAsia Pacific Digitalʺ). The businesses acquired and built under the Asia Pacific Digital banner (including DPG) now collectively provide more than 1, 000 regional and global clients with (a) digital strategies and solutions including end to end ecommerce, (b) onlinee customer acquisition and (c) CRM tools t and services. In June 2013 the companies underr the Asia Pacific Digital umbrella commenced working together under agreed business rules. At an operational level the results have been b highly encouraging. However, because the current ownership andd operational structures within w the group are inefficient, the wider group is experiencing an unhelpful duplication of effort andd at times, positional conflicts between businesses. In order to deliver on the high potential of thee group and to provide a true end to end sense to bring togetherr the five digital commerce offering in high growth markets around the region, it makes most interdependent businesses in i our group within the DPG listed company structure. Co-Investor Capital Partners Pty Limited ACN AFS Licence No: Levell George Street Sydney NSW 2000 Australia telephone: facsimile: web:

3 Proposed Transaction We therefore propose a two stagee transaction that would involve the following f steps: Stage One DPG would acquire the core businesses of Asia Pacific Digital for f fully paidd ordinary shares in DPG at pricing to be agreed; the businessess and/or assets acquired would comprise Next Digital, Jericho, Asia Pacific Digital ecommerce, the groupʹs regional corporate operations in Singapore, and financial assets and obligations (collectively, ʺBusinessesʺ) ); DPG would immediately be renamed Asia Pacific Digital (hereinafter referred to as the Group ); the Group would continuee with its focused strategy of buildingg a leading digital commerce group in Asia Pacific; and the existing Asia Pacific Digital management team, led by Messrs Roger Sharp and Peter Hynd, would transfer into the business to provide executive leadership. Stage Two duplicated costs would be removed upon acquiring the Businesses; after developing a consolidated earnings profile, the Group would undertake a capital raising r to: (a) complete the build out of its regional network; (b) acquire, or partner with data and analytics business(es); andd (c) provide additional working capital.. It is Co Investor s intention to build the Groupp within the ASX listed environmente t and this final process would introduce new investors to thee DPG register, progressively reduce the majority holding of Co Investor, and ultimately promote greater liquidity. Background on Businesses to be Acquired under Proposal Next Digital Next Digital is one of Asia Pacificʹs largest independent digital agencies. It is the core of the Groupʹs Strategies & Solutions division.. The business has around 160 employees, with moree than half off the team located in Shanghai, Manila, Kuala Lumpur and Singapore. Next Digital services many local, regional and global blue chip clients, including the Ford Motor Company, whose digital platform it manages in more than 100 countries in the Middle East, Asia Pacific and Latin America. Next Digital is currently expanding in Asia both organically and via acquisition. Jericho Jericho is the core of the Groupʹs Customer Management division and helps its clients to managee their customer communications through multiple channels. Jerichoʹs cloud based SmartMailPRO software platform manages the communications needss of hundreds of companies across thee region, and provides deep insights into engaging and managing relationships withh consumers. The business is headquartered in Singapore, and has opened offices in Melbourne, Sydney and Singapore in the past twelve months.

4 Asia Pacific Digital ecommerce Asia Pacific Digital is building a market leadin ing ecommerce technology and services offer based on the highly successful Magento platform. The business has assembled a dedicated and highly experienced team comprising consulting, product development and implementation personnel serving ecommerce clients across the region. The ecommerce business has developed a significant deal pipeline and has the capability to deliver longg term, locked in revenues to all partss of the business. For example, the team recently formed a B2C wine vertical and has subsequently entered a five year Business Process Outsourcing Heads of Agreement to manage the entire digital operations of a leading wine retailer in Hong Kong in return for a share of its revenues and equity. Similarr contracts are in the regional pipeline. Benefits to DPG Shareholders We contend that the proposed transaction would provide a range of strategic benefits to DPG and has the potential to greatly enhance the prospectss for DPG shareholders, ncluding thee following: a unique independent, end to end e commerce offering that allows the Group to provide targeted individual services, or bundled product sets; a leading regional creative led and technology driven digital agency; d diversification of risks across geographies, products, services, client exposures and people; increased scale of operations, revenuess and earnings; immediate exposure to higher growth Asian markets; immediate access to infrastructure in Asia that willl allow DPGʹs existing businesses to expand e in Asia at significantly lower cost than n had they setup independently; an infusion of new executive leadership; and potential upside from a range of partnership and equity participation arrangements that Asia Pacific Digital has been negotiating. Next Steps This proposal remains incomplete, non binding and subject to shareholder approval. However, considering the related party nature of the proposed transaction and the need to gain the strategic input of the key management and executives of both DPG and Asia Pacific Digital, we recommend immediate public disclosure of the contents of this letter, once agreed, to the ASX. Once an announcement has been made, we recommend establishing a working group comprising key constituents from both groups. This group would consider and refine the strategic, operational and structural elements of the initial proposal provided by Co Investor. Subject to successful completion of negotiations between Co Investor and the Independent Directors of DPG, the proposal would be vetted by an Independent Expert and would be put forward to DPG shareholders for approval, ideally at the Company s Annual General Meeting M in November During this period Peter Hynd and Roger Sharp, as representatives off Co Investor, would step aside from DPG s decision makins proposal that Roger Sharp and Peter Hynd would remain inn executive roles with thee Group process in relation to the proposal. For the t avoidance of doubt, it i is Co Investor after completion of the proposed transaction.

5 It is important that this workstream be completed quickly and efficiently so as to minimise any impact on the day to day operations of the respectivee businesses and to bringg clarity to staff and shareholders. Conclusion The businesses we propose to merge with DPG fit naturally with its existing business units and have the potential to fundamentally transform DPGG for the benefit of all shareholders off DPG. We look forward to working through this with you, and suggest concluding your intent in respect of the proposals contained in this letter by 5pm AEST on Monday, 12 August Please countersign below to confirm your agreementt to investigate this restructuring. Yours sincerely Roger Sharp Managing Director Co Investor Capital Partners Agreed: David Sweet Independent Directorr Digital Performance Group Date: 12 August 2013 Fionn Hyndman Independent Director Digital Performance Group Date: 12 August 2013