DGR Global : Alteration to Notice of Meeting

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DGR Global Limited

ASX Announcement

4 January 2022

Correction of Typographical Error

DGR Global Limited refers to the Notice of Annual General Meeting lodged on 31 December 2021 "(the announcement)".

It has come to our attention that there is a typographical error on page 17 of the announcement which we wish to clarify.

The entire page 17 of the announcement should be disregarded and has been deleted from the corrected announcement, which is attached.

This ASX Announcement was authorised by the Company Secretary

Geoff Walker

Company Secretary

Electronic copies and more information are available on the Company website: www.dgrglobal.com.au

Email:[e-mail]

Twitter: @DGRGlobal Linkedin: https://www.linkedin.com/company/dgr-global

For further information contact:
Mr Nicholas Mather	Geoff Walker
Managing Director	Company Secretary
Ph: 07 3303 0680	Ph: 07 3303 0641

DGR Global Limited ACN 052 354 837

street: Level 27, 111 Eagle Street post: GPO Box 5261 Brisbane QLD 4001

p [phone] f [phone] e [e-mail] w www.dgrglobal.com.au

For personal use only

DGR Global Limited

ABN 67 052 354 837

Notice of Annual General Meeting

and Explanatory Memorandum

Date of Meeting:	31 January 2022
Time of Meeting:	11:00am (Brisbane time)
Place of Meeting:	Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

COVID-Related Disclosure

If Shareholders wish to attend the Meeting in person, they will need to email the Company Secretary ([e-mail]) in order for the Company to ensure that it will be able to comply with COVID- related restrictions applicable at the time and place of the Meeting.

The Company advises that only shareholders who have received two doses of a COVID vaccine will be able to enter the venue of the Meeting.

Each Resolution to be put to the Meeting will be decided by poll vote, as a combination of proxy votes lodged, together with any votes cast in person at the Meeting. Accordingly, Shareholders are encouraged to lodge their votes online via the Company's Registry (www.linkmarketservices.com.au) or via the proxy form to be supplied.

Any questions that Shareholders would like put to the Meeting can also be emailed to the Company Secretary ([e-mail]) by 5:00pm on 27 January 2022. Responses to any questions will be given verbally at the Meeting.

For personal use only

Notice is given that the Annual General Meeting of Shareholders of DGR Global Limited ACN 052 354 837 (the Company or DGR) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on 31 January 2022 at 11:00am (Brisbane time).

Terms used in this Notice of Meeting are defined in the "Definitions" section of the accompanying Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Annual Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Income Statement, Balance Sheet, Statements of Changes in Equity, Cash Flow Statement and the Notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2021.

See the Explanatory Memorandum for further information.

Resolution 1 - Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

"That the Remuneration Report for the year ended 30 June 2021 (as set out in the Directors' Report) is adopted."

The vote on Resolution 1 is advisory only and does not bind the Directors of the Company. The Company's Annual Report 2021, which contains the Remuneration Report, is available on the Company's website at the following URL: https://www.dgrglobal.com.au/annual-reports

See the Explanatory Memorandum for further information.

VOTING RESTRICTION PURSUANT TO SECTION 250R OF THE CORPORATIONS ACT

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

• a member of the Key Management Personnel (KMP) details of whose remuneration are included in the Remuneration Report; or
• a Closely Related Party of a KMP.

However, this does not apply to a vote cast in favour of the relevant Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with directions given to the proxy or attorney to vote on the relevant Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the Chair to vote on the relevant Resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the relevant Resolution; and
  • the holder votes on the relevant Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

VOTING INTENTION OF CHAIRMAN

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, other than Resolutions where the Chairman is a related party and the subject of the Resolution, or is an associate of a related party the subject of a Resolution, in which case the Chairman cannot cast undirected proxies in respect to that Resolution.

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Resolution 2 - Election of Mr Peter Wright as a Director

To consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

"That in accordance with Rule 37.2 of the Company's Constitution, Mr Peter Wright, who was appointed in accordance with Rule 37.1 of the Company's Constitution to fill a casual vacancy, being eligible and offering himself for election, be elected as a Director of the Company."

See the Explanatory Memorandum for further information .

Resolution 3 - Re - election of Mr Brian Moller as a Director

To consider and, if thought fit, pass the following Ordinary Resolution:

"That in accordance with Rule 39.8 of the Company's Constitution, Mr Brian Moller, who retires by rotation in accordance with Rule 39 of the Company's Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company."

See the Explanatory Memorandum for further information .

Resolution 4 - Ratification of the issue of Placement Shares, Placement Options and Fee Options

To consider and if thought fit, pass the following Ordinary Resolution:

"That in accordance with the provisions of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issues pursuant to Listing Rule 7.1 of:

• 57,692,308 fully paid ordinary Shares at an issue price of $0.052 per Share; and
• 27,634,616 quoted Options at an exercise price of $0.12 per Option, each expiring on 25 September 2023,

to those recipients identified in the Explanatory Memorandum accompanying this Notice of Meeting (the EM), and a further 6 000,000 quoted Options to Bizzell Capital Partners Pty Ltd at an exercise price of $0.12 per Option, each expiring on 25 September 2023, and in each case otherwise on the terms set out in the EM."

See Explanatory Memorandum for further information .

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• as prescribed by Listing Rule 14.11.1, where an agreement is being approved under Listing Rule 7.4-a person who is a counterparty to that agreement;
• Bizzell Capital Partners Pty Ltd or any other person who participated in or directly benefited from the issues; and
• an associate of any of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial, or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on this Resolution; and
  • the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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SPECIAL BUSINESS

Resolution 5 - Approval to issue an additional 10% of the issued capital of the Company over a 12 -month period pursuant to Listing Rule 7. 1A

To consider and if thought fit, pass the following Resolution, as a Special Resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum (the Placement Securities)."

See Explanatory Memorandum for further information .

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast in favour of this Special Resolution by a person and any associates of that person who:

• may participate in the issue of the Placement Securities; and
• might obtain a material benefit, except a benefit solely in their capacity as a holder of Shares if the resolution is passed.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
• it is cast by the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
• it is cast by a holder acting solely in a nominee, trustee, custodial, or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on this Resolution; and
  • the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

IMPORTANT NOTE

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances, for a person's vote to be excluded, it must be known that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. Specific comments relating to the Resolutions are set out in the Explanatory Memorandum.

By order of the Board Geoff Walker Company Secretary 31 December 2021

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