Digital Globe Services : 11.02.16 Offer Letter

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If‌‌

you are in any doubt about the Offer or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.

This document and any documents incorporated into it by reference should be read in conjunction with the accompanying Form of Acceptance (if you hold DGS Shares in certificated form).

If you have sold or otherwise transferred all of your DGS Shares, please send this document, the blue Form of Proxy and the pink Form of Direction (but not any personalised white Form of Acceptance) as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, these documents must not be distributed, forwarded or transmitted in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. If you have sold or transferred only part of your holding of DGS Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document in, into or from jurisdictions other than the United Kingdom and the availability of the Offer to DGS Shareholders who are not resident in the United Kingdom may be restricted by the laws of those jurisdictions. Therefore persons into whose possession this document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.

Recommended Cash Offer

for

Digital Globe Services, Ltd.

by

The Resource Group International Limited

You should read carefully the whole of this document and, if your DGS Shares are held in certificated form, the accompanying white Form of Acceptance. Your attention is drawn to the letter from the Independent Directors of DGS, which contains the unanimous recommendation of the Independent Directors to accept the Offer and vote in favour of the Delisting Resolution, which is set out on page 12 of this document.

To accept the Offer in respect of certificated DGS Shares, the white Form of Acceptance should be completed, signed and returned, together with your share certificate(s) and/or other documents of title, as soon as possible, and in any event so as to be received by the Receiving Agent no later than

1.00 p.m. (London time) on 23 November 2016.

To accept the Offer in respect of uncertificated DGS Shares held via Depository Interests, acceptances should be made electronically through CREST so that the TTE Instruction settles as soon as possible and in any event no later than 1.00 p.m. (London time) on 23 November 2016. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

The procedure for acceptance of the Offer is set out on pages 21-24 of this document and, in respect of DGS Shares held in certificated form, in the white Form of Acceptance.

Notice of a Special General Meeting of Digital Globe Services, Ltd., to be held at the office of DGS at 27th Floor, 21-24 Millbank Tower, Millbank, London, SW1P 4QP at 10.15 a.m. (London time) (or, if later, immediately following the conclusion of the Annual General Meeting of DGS convened for

10.00 a.m. (London time) on that date) on 18 November 2016, is set out at the end of this document. The action to be taken in respect of the Special General Meeting is set out in paragraph 12 of Part II to this document (the letter from TRGI). Whether or not they intend to attend and vote at the Special General Meeting, DGS Shareholders are asked:

• if they hold their DGS Shares in certificated form (that is, not in CREST), to complete and return the enclosed BLUE Form of Proxy in accordance with the instructions printed on it. To be valid, Forms of Proxy should be completed, signed and returned so as to be received by the Company's registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible, but in any event so as to be received not later than

  10.15 a.m. on 16 November 2016 (or 48 hours before any adjourned meeting). Completion and return of a Form of Proxy will not prevent a DGS Shareholder from attending the Special General Meeting and voting in person. Please refer to the detailed notes contained in the Notice of Special General Meeting and the blue Form of Proxy; and

• in the case of holders of Depository Interests representing DGS Shares, to complete a PINK Form of Direction in order to instruct Capita IRG Trustees Limited, the Depository, to vote on the holder's behalf at the Special General Meeting. To be effective, a completed and signed Form of Direction (and any power of attorney or other authority under which it is signed) must be delivered to Capita IRG Trustees Limited at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 10.15 a.m. (London time) on 15 November 2016 (or 72 hours before any adjourned meeting). Depository Interest holders wishing to attend the meeting should contact the Depository at Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by email to [e-mail] in order to request a Letter of Representation by no later than 10.15 a.m. (London time) on 15 November 2016 (or 72 hours before any adjourned meeting).

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (RA10) by 10.15 a.m. (London time) on 16 November 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

This document together with those documents listed in paragraph 12 of Appendix IV and all information incorporated into this document by reference to another source will be available on DGS's website, at www.dgsworld.com and TRGI's website www.trgworld.com/DGSoffer as soon as possible and in any event by no later than 12 noon (London time) on 3 November 2016. The content of such websites is not incorporated into and does not form part of this document.

If you have any questions about this document or are in any doubt as to how to complete the white Form of Acceptance (if you hold DGS Shares in certificated form), or if you want to request a hard copy of this document (and/or any information incorporated into it by reference to another source and all future documents, announcements and information in relation to the Offer) please contact the Receiving Agent, Capita Asset Services on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 a.m. - 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer, advise you on how to cast your vote at the Special General Meeting, nor give any financial, legal or tax advice.

Capitalised words and phrases used in this document shall have the meanings given to them in Appendix V.

Opus Corporate Finance LLP (''Opus''), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TRGI and no one else in connection with the Offer and will not be responsible to anyone other than TRGI for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to herein.

Panmure Gordon (UK) Limited (''Panmure Gordon''), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for DGS and the Independent Directors and no one else in connection with the Offer and this document and will not be responsible to anyone other than DGS for providing the protections afforded to clients of Panmure Gordon nor for providing advice in connection with the Offer or this document or any matter referred to herein.

IMPORTANT INFORMATION

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations as are contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by DGS.

Overseas shareholders

The Offer is not being, and will not be, made directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States or any other Restricted Jurisdiction, and will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States or any other Restricted Jurisdiction. Accordingly, copies of this document and (in the case of DGS Shareholders holding DGS Shares in certificated form) the accompanying Form of Acceptance are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States or any other Restricted Jurisdiction and persons receiving this document and the accompanying Form of Acceptance (including, without limitation, any agent, nominee, custodian or trustee) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from the United States or any other Restricted Jurisdiction. Doing so may render any purported acceptance of the Offer invalid. Such persons should read paragraph 5 of Part B and paragraph (c) of Part C or paragraph (b) of Part D of Appendix I to this document before taking any action.

Forward-looking statements

This document contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DGS Group and certain plans and objectives of the boards of directors of DGS and TRGI. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ''anticipate'', ''target'', ''expect'', ''estimate'', ''intend'', ''plan'', ''goal'', ''believe'', ''will'', ''may'', ''should'', ''would'', ''could'' or other words of similar meaning. These statements are based on current expectations, assumptions and assessments made by the boards of directors of DGS and TRGI in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward- looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ

materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. DGS and TRGI assume no obligation to update or correct the information contained in this document, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date.

Neither TRGI nor any member of the DGS Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

Other than in accordance with its legal or regulatory obligations, neither TRGI, nor DGS is under any obligation and TRGI and DGS each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as expressly provided in this document, no forward-looking or other statements have been reviewed by the auditors of TRGI or the DGS Group. All subsequent oral or written forward- looking statements attributable to TRGI or any member of the DGS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

This document contains no profit forecasts or estimates and nothing in this document shall be deemed to be any other kind of forecast, projection or estimate of the future financial performance of TRGI or DGS or the DGS Group.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Purchases outside the Offer

TRGI may purchase DGS Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the rules of the London Stock Exchange and the applicable laws of England and Wales as well as the amended and restated bye-laws of DGS.

Documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents and all information incorporated into this document by reference to another source in hard copy form. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

Copies of this document and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from the Receiving Agent, Capita Asset Services on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 a.m. - 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer, advise you on how to cast your vote at the Special General Meeting, nor give any financial, legal or tax advice.

The DGS Board has confirmed to TRGI that it does not intend to require the announcements pursuant to Rule 8 of the City Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to any offer (as referred to in the City Code) to be made by DGS Shareholders in accordance with Rule 8 of the City Code. DGS Shareholders are reminded that public disclosures consistent with the provisions of Rule 8.3 of the City Code should not be e-mailed to the Panel on Takeovers and Mergers.