DGL GROUP LIMITED — Major Shareholding Notification 2021

Dec 6, 2021

604 page 1/2 15 July 2001

Form604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

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----- Start of picture text ----- To Company Name/Scheme DGL Group LtdACN/ARSN 002 802 646----- End of picture text -----

1. Details of substantial holder(1)

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----- Start of picture text ----- Name Simon HenryACN/ARSN (if applicable)There was a change in the interests of thesubstantial holder on 03 / 12 / 2021The previous notice was given to the company on 24 / 05 / 2021The previous notice was dated 24 / 05 / 2021----- End of picture text -----

2. Previous and present voting power

The total number of votes attached toall 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, togive a substantial holding notice to the company or scheme, are as follows:

Classof securities(4)	Previous notice		Present notice	Present notice
	Person's votes	Voting power(5)	votesPerson's		Voting power(5)
Fully paid ordinary shares	147,300,000	57.3%	150,239,729		54.03%

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 togive a substantial holding notice to the company or scheme are as follows:

Date of	Person whose	Nature of	Consideration	Class and	Person's votes
change	relevant interest	change (6)	given in relation	number of	affected
	changed		to change (7)	securities
				affected
03/12/2021	Simon Henry	Conversion of debt to equityfollowing shareholder approval	$7,055,351	Fully paid ordinaryshares 2,939,729	1.1%

4. Present relevant interests

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

sent relevant interests	sent relevant interests	sent relevant interests
ars of each relevant interest of tHld fR			he substantial holder in voting s		ecurities after the change ar		e as follows:
	Hld f	R	itd	P	titld	Nt	f	Cl	d	P' t
	oer orelevantinterest	hs	gsereolder ofecurities	erto bas h	on enee registeredolder (8)	areleinter	re ovantest (6)	assnumbesecuri	anr ofties	ersons voes
		Si	H			Relevan	t interest under Section
	Simon Henry	mon enry		Simon Henry		608(1) of the Corporation Act asregistered holder of the shares		150,239,729		54.03%

604 page 2/2 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 N/A

6. Addresses

The addresses of persons named in this formare as follows:

Name	Address
Simon Henry	44 Glanville Terrace,Parnell,Auckland,New Zealand 1052

Signature

print name Simon Henry capacity Director sign here date 07 / 12 / 2021

DIRECTIONS

• (1) If there area 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 agroup of persons are essentially similar, theymay be referred to throughout the formas a specifically named group if the membership of each group, with the names and addresses of members isclearly set out in paragraph 6 of the form.

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

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of theCorporations 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 schememultiplied by 100.

• (6) Includedetailsof:

  • (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 astatement 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 votingwpeors or disposal of the securities to which the relevant interest relates(indicatingclearly theparticular securities towhich thequalificationapplies).

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

• (7) Details of the considerationmust include any and all benefits, money and other, that any person from whoma relevant interest was acquired has, or may, becom`e entitled to receive in relation to that acquisition. Detailsmust be included even if the benefit is conditional on the happening or not of a contingency. Detailsmust be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if thaereynot 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.

604 GUIDE page 1/1 13 March 2000

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Signature

This form must be signed by either a director or a secretary of the substantial holder.

Lodging period

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----- Start of picture text ----- Nil----- End of picture text -----

Lodging Fee Nil Other forms to be Nil completed

Additional information

• (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.

• (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.

• (c) The person must give a copy of this notice:

  • (i) within 2 business days after they become aware of the information; or

  • (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

    • (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and (B) the person becomes aware of the information during the bid period.

Annexures

• To make any annexure conform to the regulations, you must

• 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and ACN or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied

• 5 identify the annexure with a mark such as A, B, C, etc 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)

• 7 sign and date the annexure The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.