DGR GLOBAL LIMITED — AGM Information 2017

Oct 22, 2017

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DGR Global Limited ABN 67 052 354 837

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 29 November 2017 Time of Meeting: 11am (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

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Notice is given that the Annual General Meeting of shareholders of DGR Global Limited ( Company ) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on 29 November 2017 at 11am (Brisbane time).

AGENDA

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Income Statements, Balance Sheets, Statements of Changes in Equity, Cash Flow Statements and Notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2017.

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 2017 (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.

VOTING RESTRICTION PURSUANT TO SECTION 250(R) OF THE CORPORATION ACT

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

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, a vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP, if:

• the KMP or a Closely Related Party of a KMP does so as a proxy appointed in writing;

• the vote is not cast on behalf of a member of the KMP, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of a KMP; and

• either:

• the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• the voter is the Chairman of the meeting and the appointment of the Chairman as proxy:

  • does not specify the way the proxy is to vote on the resolution; and

  • expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP for the Company or, if the Company is part of a consolidated entity, for the entity.

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.

Resolution 2 - Re-election of William Stubbs as a Director

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

“That Mr William Stubbs, who retires by rotation in accordance with Article 40 of the Company’s Constitution and, being eligible and offering himself for re election, be re-elected as a Director.”

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Resolution 3 - Re-election of Ben Cleary as a Director

Subject to Mr Ben Cleary having been appointed as a Director, to consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That Mr Ben Cleary, who retires by rotation in accordance with Article 38 of the Company’s Constitution and, being eligible and offering himself for re election, be re-elected as a Director.”

Resolution 4 - Approve or Ratify Convertible Notes

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

“That in accordance with the provisions of Listing Rules 7.1 and 7.4 of the Official Listing Rules of the ASX Limited (ASX), and for all other purposes, the Shareholders of DGR Global Limited (DGR Global) approve the issue of, or in the event that the Convertible Notes have been issued prior to the Meeting, ratify the previous issue of 40,000,000 Convertible Notes at an issue price of $0.20 each in the Company to two funds managed by Tribeca Investment Partners (Tribeca Notes) on the terms and conditions outlined in the Explanatory Memorandum.”

NOTES

• The rights attaching to the Convertible Notes are as outlined in the Explanatory Memorandum.

• The funds raised by the issue will be used by the Company to:

• progress the Company’s ongoing business plans;

• invest in its listed sponsored companies from time to time;

• fund growth initiatives; and

• provide additional working capital.

Further details of the Convertible Notes are contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by:

• Tribeca Investment Partners; and

• any associate of Tribeca Investment Partners.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 5 - Approval of Employee Share Option Plan

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

"That for the purpose Exception 9(b) of Listing Rule 7.2 of the ASX Listing Rules and for all other purposes, the Company be authorised to issue securities under the DGR Global Limited Employee Share Option Plan ( ESOP ) as an exception to Listing Rule 7.1 of the ASX Listing Rules."

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by:

• A director of the entity (except one who is ineligible to participate in any employee incentive scheme in relation to the entity); and

• An associate of that person (or those persons).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by Chairman as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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PROXY APPOINTMENT RESTRICTION

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 5 by a member of KMP or their Closely Related Parties who has been appointed as a proxy unless:

• The appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or

• The appointed proxy is the Chairman and the appointment of the Chairman as proxy:

• Does not specify the way the proxy is to vote on the resolution; and

• Expressly authorizes the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Resolution 6 - Grant of Options to Nicholas Mather

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

“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 8,250,000 options to subscribe for Shares exercisable at $0.20 each and expiring on 28 November 2020 to Nicholas Mather, being the Managing Director of the Company, or his nominee and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 7 - Grant of Options to William Stubbs

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

“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 2,312,500 options to subscribe for Shares exercisable at $0.20 each and expiring on 28 November 2020 to William Stubbs, being a Director of the Company, or his nominee and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 8 - Grant of Options to Brian Moller

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

“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 2,312,500 options to subscribe for Shares exercisable at $0.20 each and expiring on 28 November 2020 to Brian Moller, being a Director of the Company, or his nominee and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 9 - Grant of Options to Vincent Mascolo

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

“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 2,312,500 options to subscribe for Shares exercisable at $0.20 each and expiring on 28 November 2020 to Vincent Mascolo, being a Director of the Company, or his nominee and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Resolution 10 - Grant of Options to Ben Cleary

Subject to Mr Ben Cleary having been appointed as a Director, to consider and, if thought fit, pass the following Ordinary Resolution, with or without amendment:

“That in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 2,312,500 options to subscribe for Shares exercisable at $0.20 each and expiring on 28 November 2020 to Ben Cleary, being a Director of the Company, or his nominee and otherwise on terms set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

NOTES

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

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A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum.

The total number of Options to be issued to Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary, or their respective nominees, is 17,500,000.

The Options are intended to be issued as soon as possible following the Meeting, but in any event, no later than one (1) month after the date of the Meeting.

The Options are being issued for nil consideration and no funds will be raised by the issue of the Options.

VOTING EXCLUSION STATEMENT – RESOLUTIONS 6 – 10, LISTING RULE 10.11

The Company will disregard any votes cast on:

• Resolution 6 by Mr Mather and any associate of Mr Mather;

• Resolution 7 by Mr Stubbs and any associate of Mr Stubbs;

• Resolution 8 by Mr Moller and any associate of Mr Moller;

• Resolution 9 by Mr Mascolo and any associate of Mr Mascolo;

• Resolution 10 by Mr Cleary and any associate of Mr Cleary.

However, the Company need not disregard a vote if, in relation to Resolution 6 – Resolution 10 (inclusive):

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

VOTING EXCLUSION STATEMENT – RESOLUTIONS 6 – 10, CHAPTER 2E

For the purposes of Part 2E of the Corporations Act, a vote on Resolutions 6 - 10 must not be cast by or on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given, or an associate of such a related party. Accordingly, the Company will disregard any votes cast on

• Resolution 6 by Mr Mather and any associate of Mr Mather;

• Resolution 7 by Mr Stubbs and any associate of Mr Stubbs;

• Resolution 8 by Mr Moller and any associate of Mr Moller;

• Resolution 9 by Mr Mascolo and any associate of Mr Mascolo;

• Resolution 10 by Mr Cleary and any associate of Mr Cleary.

However, the Company need not disregard a vote if, in relation to Resolutions 6 – 10 (inclusive) it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of a person referred to directly above.

For clarity, it is noted that where the Chairman is the related party the subject of a resolution, or is an associate of the related party, the Chairman cannot cast undirected proxies in respect to that resolution.

PROXY APPOINTMENT RESTRICTION

In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolutions 6 – Resolution 10 (inclusive) by a member of the KMP or their Closely Related Parties who has been appointed as a proxy unless:

• the appointed proxy votes for a person who is permitted to vote and in accordance with a direction on the proxy form (directed proxy); or

• the appointed proxy is the Chairman and the appointment of the Chairman as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

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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

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Karl Schlobohm Company Secretary 23 October 2017

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Explanatory Memorandum

Introduction

This Explanatory Memorandum is provided to shareholders of DGR Global Limited ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Qld, 4000 on 29 November 2017 commencing at 11.00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Consider the Company’s 2017 Annual Report

The Corporations Act requires the financial report, the Directors’ report and the auditor’s report to be tabled at the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the financial report, the Directors’ report or the auditor’s report. The Company’s 2017 Annual Report is placed before the Shareholders for discussion. No voting is required for this item. Shareholders can obtain a copy of the Company’s 2017 Annual Report by sending a request to info@dgrglobal.com.au or by downloading a copy from the Company’s website: www.dgrglobal.com.au

Shareholders will also have the opportunity to ask any questions they may have about the Annual Report and the Financial Statements of Company management or the auditors.

Resolution 1 - Remuneration Report

The Board has submitted its Remuneration Report (included in the 2017 Annual Report) to Shareholders for consideration and adoption by way of a non-binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the 2017 Annual Report. The Report:

• explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

• details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board makes no recommendation on voting for this resolution. A vote on this resolution is advisory only and does not bind the Directors of the Company.

A Voting Exclusion Statement is set out in the Notice of Meeting for this Resolution. 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 this Resolution 1, subject to compliance with the Corporations Act.

Resolution 2 – Re-election of Mr William (Bill) Stubbs as a Director

Mr William Stubbs retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for election as a Non-Executive Director. Mr Stubbs has served on the DGR Global Board since 26 November 2009.

Mr Stubbs is a lawyer of 40 years experience and has previously worked with DGR Global Managing Director Nick Mather on the boards of numerous emerging globally significant resource companies. He was the co-founder of the legal firm Stubbs Barbeler and has practised extensively in the area of Commercial Law including Stock Exchange listings and all areas of mining law.

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Mr Stubbs has been a Director of various public companies over the past 40 years in the mineral exploration and biotech fields. He is the former Chairman of Alchemica Limited, Bemax Resources N.L, and was the founding Chairman of Arrow Energy Limited. Mr Stubbs is currently a Non-Executive Director of Armour Energy Ltd and Lakes Oil N.L.

The Directors (with Mr Stubbs abstaining) recommend that you vote in favour of this Resolution.

There is no Voting Exclusion Statement for this Resolution.

Resolution 3 - Re-election of Mr Ben Cleary as a Director

As announced by the Company on 22 August 2017 the Company entered into an agreement with Tribeca Investment Partners for up to $10 million convertible note funding ( Tribeca Agreement ). Pursuant to the Tribeca Agreement, the Company will appoint Tribeca Natural Resources Fund Manager Mr Ben Cleary to the Board. The date of his appointment is subject to the execution of a convertible note deed ( Convertible Note Deed ) between the Company and Tribeca Investment Partners pursuant to the Tribeca Agreement.

Accordingly, conditional upon Mr Ben Cleary having been appointed as a Director pursuant to the Tribeca Agreement, Mr Cleary retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for election as a Non-Executive Director.

Mr Cleary is a Portfolio Manager for Tribeca Investment Partners and is based in Singapore. Tribeca Global Natural Resources run by Mr Cleary was the best performing hedge fund globally in 2016 and has been actively involved in the metals and mining, energy and soft commodities sectors from a project finance perspective including the recently announced Convertible Note financing arrangements with DGR Global. Prior to founding the Tribeca Global Natural Resources Fund, Mr Cleary was a financial and commodity analyst for investment banks Macquarie Bank and the Royal Bank of Canada and was based in Asia, London and Sydney.

Mr Cleary has travelled extensively throughout Asia, Africa and the Americas assessing mining projects from an investment perspective and maintains relationships with financiers, trading houses, government officials and corporates. He will leverage these relationships to help DGR Global maximise the potential returns from their current and future investments. Mr Cleary is a graduate of the Australian Institute of Company Directors, holds a Bachelor of Economics from the University of Queensland, and a Masters of Applied Finance from FINSIA.

There is no Voting Exclusion Statement for this Resolution.

Resolution 4 – Approval and Ratification of Convertible Notes

The date on which the Convertible Notes will be issued pursuant to the Tribeca Agreement is dependent on the execution of the Convertible Note Deed. In the event that any or all of the Convertible Notes are issued prior to the Meeting, the issue of the Convertible Notes will be in reliance on the Company’s capacity pursuant to Listing Rule 7.1.

Resolution 4 therefore seeks Shareholder approval to both issue and, in the event that all or some of the Convertible Notes are issued prior to the Meeting, ratify the issue of a total of 40,000,000 Convertible Notes pursuant to the Tribeca Agreement to two funds managed by Tribeca Investment Partners, being the Tribeca Global Natural Resources Feeder Fund (19,206,442 Notes) and the Tribeca Global Natural Resources Fund (20,793,558 Notes), each being an investor that falls within one or more of the classes of exemptions specified in section 708 of the Corporation Act.

Listing Rules 7.1 and 7.4

As noted above, in accordance with Listing Rules 7.1 and 7.4, the Company is seeking Shareholders to issue or ratify the previous issue of the Convertible Notes, being issues of securities made by the Company during the previous 12 months for which Shareholder approval has not already been obtained.

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Listing Rule 7.1 prohibits a company, except in certain cases (which includes having obtained the approval of shareholders), from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders.

The Company seeks Shareholder approval to issue or to ratify the issue of 40,000,000 Convertible Notes in accordance with Listing Rules 7.1 and 7.4 in order to refresh the Company’s ability to issue up to 15% of its share capital (in a 12 month period) under Listing Rule 7.1.

Under Listing Rule 7.4, an issue of securities made without approval under Listing Rule 7.1 is treated as having been made with approval if the issue:

• did not breach Listing Rule 7.1 (i.e. the issue did not exceed the 15% limit under Listing Rule 7.1); and

• holders of the ordinary securities subsequently approve the issue.

For the purpose of Listing Rules 7.3 and 7.5 the Company advises as follows:

• a) the 40,000,000 Convertible Notes are to be issued following execution of the Convertible Note Deed;

• b) the Convertible Notes are to be issued at $0.20 per note;

• c) a summary of the Convertible Note Deed, including the terms and conditions upon which the Convertible Notes are to be issued are as outlined in Annexure A;

• d) the Convertible Notes are to be issued to the Tribeca Global Natural Resources Feeder Fund (19,206,442 Notes) and the Tribeca Global Natural Resources Fund (20,793,558 Notes);

• e) The funds raised will be used to finance the Company’s ongoing business plan, to invest in its sponsored listed entities from time to time, for additional growth initiatives, and for general working capital purposes.

A Voting Exclusion Statement is set out in the Notice of Meeting for this Resolution.

Resolution 5 – Approval of Employee Share Option Plan

Background

Pursuant to Resolution 5 the Company is seeking Shareholder approval for the potential future issue of securities under the Company’s Employee Share Option Plan ( ESOP ) as an exception to Listing Rule 7.1. The Board of the Company adopted the ESOP, as a means of rewarding its key employees. A summary of the terms of the ESOP are set out in Annexure B to this Explanatory Memorandum.

Listing Rule 7.1

Subject to certain exemptions (none of which are relevant here) Listing Rule 7.1 restricts a listed company from issuing or agreeing to issue equity securities (including shares or options) in any 12 month period which amounts to more than 15% of the Company’s ordinary securities on issue without shareholder approval.

As a result, any issue of securities by the Company to eligible employees under the ESOP would reduce the Company’s 15% capacity to issue Shares under Listing Rule 7.1.

Exception 9 of Listing Rule 7.2 however, allows a company to issue securities without specific shareholder approval and without reducing the 15% capacity under Listing Rule 7.1 where shareholders of a company have approved the issue of securities under an ESOP as an exception to Listing Rule 7.1 within three (3) years prior to the issue of the securities. Resolution 5 is being put to the Shareholders for this purpose and will allow the Company to utilise Exception 9 to Listing Rule 7.2 for three (3) years from the date of the Resolution being passed.

Information for Shareholders

In accordance with Exception 9 of Listing Rule 7.2 the Company advises as follows:

• A summary of the terms of the ESOP are set out in Annexure B;

• There are currently no options on issue since the ESOP was last approved by shareholders.

As Directors are eligible to participate in the ESOP, a voting exclusion statement is included in the Notice of Meeting in relation to Directors and KMP and their associates.

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Participation of Directors

Whilst under the provisions of the ESOP Directors are eligible to participate in the plan, no Options will be issued to Directors (or their nominees) unless further specific approval for the issue of those Options is obtained pursuant to the provisions of Listing Rule 10.11.

Due to a potential interest in the outcome of this Resolution 5, the Directors make no recommendation as to how you should vote on this Ordinary Resolution.

Voting restrictions

There are restrictions on voting on this resolution by Directors and their associates and KMP and their Closely Related Parties, for additional details please refer to the Voting Exclusion Statement in Resolution 5 of the Notice of Meeting. 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 this Resolution 5, subject to compliance with the Corporations Act.

Resolutions 6, 7, 8, 9 and 10 – Issue of Options to Directors

Introduction

The Directors have resolved to refer to members for approval the proposed grant of 8,250,000 Options to Mr Mather, and 2,312,500 Options to each of Messrs Stubbs, Moller, Mascolo and (subject to him having been appointed as a Director) Cleary, (or their respective nominees) each a Director of the Company, (each a Recipient ) exercisable at $0.20 each and expiring on 28 November 2020 ( the Director Options ). The Director Options will vest immediately on issue ( Vesting Date ) and be exercisable immediately. The terms of the Director Options are set out in more detail below.

Approval for the issue of the Director Options is sought in accordance with the provisions of Listing Rule 10.11 and Part 2E of the Corporations Act. As approval is being sought under Listing Rule 10.11, approval will not be required under Listing Rule 7.1. In order for the Director Options to be granted to a Director, the requirements of Chapter 2E of the Corporations Act need to be observed.

Options Terms

A summary of the material terms of the Director Options is set out below:

• The securities to be issued to each Director are options to subscribe for fully paid Shares.

• The Director Options are to be issued for no consideration.

• The exercise price of each Director Option is $0.20 ( Exercise Price ).

• The Director Options will vest on the date of issue.

• The Director Options will expire on 28 November 2020 ( Expiry Date ).

• Shares issued on exercise of the Director Options will rank equally with all existing Shares on issue.

• The Director Options, once vested, may be exercised wholly or in part by notice in writing to the Company received at any time on or before the Expiry Date together with a cheque for the Exercise Price of the Director Option multiplied by the number of Shares in respect of which Director Options are being exercised.

• The Director Options shall be unlisted but shall be transferable.

• Upon allotment of Shares pursuant to the exercise of Director Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of the ASX.

• Option holders do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the Director Options, in accordance with the requirements of the Listing Rules.

• Option holders do not participate in dividends or in bonus issues unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend or bonus issue.

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• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

• the number of Options, the exercise price, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the Option holder which are not conferred on Shareholders; and

• subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders of the Company approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.

• If there is a bonus issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Option holder would have received if the Options had been exercised before the record date for the bonus issue.

• If, during the life of any Option, there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

O[1] = O - E [P - (S + D)]

N + 1

where

• O[1] = the new exercise price of the Option

• O = the old exercise price of the Option

• E = the number of underlying securities into which one Option is exercisable

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the five (5) trading days ending on the day before the ex right date or the ex entitlements date

• S = the subscription price for a security under the pro-rata issue

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro-rata issue)

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security

• The terms of the Director Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the Director Options shall not be changed to reduce the Exercise Price, increase the number of Director Options or change any period for exercise of the Director Options.

Regulatory Requirements

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met. A “related party” for the purposes of the Corporations Act is defined widely and includes a director of the public company.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

The proposed Resolutions 6 to 10, if passed, will confer financial benefits to the Recipients and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason, and for all other purposes, the following information is provided to Shareholders.

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(a) The related parties to whom Resolutions 6, 7, 8, 9 and 10 would permit the financial benefit to be given

Each of Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary (or their respective nominees), being directors of the Company.

(b) The nature of the financial benefit

The nature of the proposed financial benefit to be given is:

• the grant of 8,250,000 Director Options to Mr Mather as referred to in Resolution 6;

• the grant of 2,312,500 Director Options to Mr Stubbs as referred to in Resolution 7;

• the grant of 2,312,500 Director Options to Mr Moller as referred to in Resolution 8;

• the grant of 2,312,500 Director Options to Mr Mascolo as referred to in Resolution 9;

• the grant of 2,312,500 Director Options to Mr Cleary as referred to in Resolution 10;

• the Director Options shall be issued for no cash consideration; and

• the Director Options shall be exercisable into fully paid Shares at an exercise price of $0.20 each expiring on or before 28 November 2020.

(c) Directors’ recommendations

With respect to Resolution 6, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Mather will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg. cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Mather is interested in the outcome of Resolution 6, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

With respect to Resolution 7, Mr Mather, Mr Moller, Mr Mascolo and Mr Cleary recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Stubbs will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Moller, Mr Mascolo and Mr Cleary considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg. cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Stubbs is interested in the outcome of Resolution 7, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

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With respect to Resolution 8, Mr Mather, Mr Stubbs, Mr Mascolo and Mr Cleary recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Moller will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Stubbs, Mr Mascolo and Mr Cleary considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg. cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Moller is interested in the outcome of Resolution 8, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

With respect to Resolution 9, Mr Mather, Mr Stubbs, Mr Moller and Mr Cleary recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (i) the grant of the Director Options as proposed to Mr Mascolo will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (ii) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (iii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Stubbs, Mr Moller and Mr Cleary considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg .cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Mascolo is interested in the outcome of Resolution 9, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

With respect to Resolution 10, subject to Mr Cleary having been appointed as a Director, Mr Mather, Mr Stubbs, Mr Moller and Mr Mascolo recommend that Shareholders vote in favour of this Resolution. The reasons for their recommendation include:

• (iv) the grant of the Director Options as proposed to Mr Cleary will provide him with reward and incentive for future services he will provide to the Company to further the progress the Company;

• (v) the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (vi) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, Mr Mather, Mr Stubbs, Mr Moller and Mr Mascolo considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg. cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Director Options to a third party.

As Mr Cleary is interested in the outcome of Resolution 10, he accordingly makes no recommendation to Shareholders in respect of this Resolution.

(d) Directors’ interests and other remuneration

Mr Mather

Mr Mather has a material personal interest in the outcome of Resolution 6, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 6.

Excluding the Director Options, Mr Mather (and entities associated with him) holds 110,163,341 Shares in the Company and 9,000,000 options to subscribe for Shares in the Company, exercisable at $0.065 on or before 25

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November 2017. Please refer to the table below which indicates the holdings of Mr Mather (and entities associated with him).

Other than the Director Options to be issued to Mr Mather pursuant to Resolution 6, Mr Mather shall receive executive remuneration of $300,000 per annum (total cost to the Company) from the Company for his services as CEO and Managing Director.

Mr Stubbs

Mr Stubbs has a material personal interest in the outcome of Resolution 7, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 7.

Excluding the Director Options, Mr Stubbs (and entities associated with him) holds 1,778,082 Shares in the Company and 4,650,000 options to subscribe for Shares in the Company exercisable at $0.065 on or before 25 November 2017. Please refer to the table below which indicates the holdings of Mr Stubbs (and entities associated with him).

Other than the Director Options to be issued to Mr Stubbs pursuant to Resolution 7, Mr Stubbs shall receive director's remuneration of $70,000 per annum (total cost to the Company) from the Company for his services as Non-Executive Chairman.

Mr Moller

Mr Moller has a material personal interest in the outcome of Resolution 8, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 8.

Excluding the Director Options, Mr Moller (and entities associated with him) holds 2,604,618 Shares in the Company, and 4,650,000 options to subscribe for Shares in the Company exercisable at $0.065 on or before 25 November 2017. Please refer to the table below which indicates the holdings of Mr Moller (and entities associated with him).

Other than the Director Options to be issued to Mr Moller pursuant to Resolution 8, Mr Moller shall receive director's remuneration of $50,000 per annum (total cost to the Company) from the Company for his services as a Non-Executive Director.

Mr Mascolo

Mr Mascolo has a material personal interest in the outcome of Resolution 9, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 9.

Excluding the Director Options, Mr Mascolo (and entities associated with him) holds 5,000,000 Shares in the Company, and 4,650,000 options to subscribe for Shares in the Company exercisable at $0.065 on or before 25 November 2017. Please refer to the table below which indicates the holdings of Mr Mascolo (and entities associated with him).

Other than the Director Options to be issued to Mr Mascolo pursuant to Resolution 9, Mr Mascolo shall receive director's remuneration of $50,000 per annum (total cost to the Company) from the Company for his services as a Non-Executive Director.

Mr Cleary

Mr Cleary has a material personal interest in the outcome of Resolution 10, as it is proposed that Director Options be granted to him (or his nominee) as set out in Resolution 10.

Excluding the Director Options, Mr Cleary currently has no equity holdings in the Company.

Other than the Director Options to be issued to Mr Cleary pursuant to Resolution 10, Mr Cleary shall receive director's remuneration of $50,000 per annum (total cost to the Company) from the Company for his services as a Non-Executive Director.

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If all of the new Director Options granted are exercised by Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary, the following will be the effect on their holdings in the Company:

Director (including associated entities)	Current Share Holding	% of Total Share Capital *	Share Capital Upon Exercise	% of Total Share Capital*
Mr Mather	110,163,341	18.66%	118,413,341	19.48%
Mr Stubbs	1,778,082	0.30%	4,090,582	0.67%
Mr Moller	2,604,618	0.44%	4,917,118	0.81%
Mr Mascolo	5,000,000	0.85%	7,312,500	1.20%
Mr Cleary	Nil	Nil	2,312,500	0.38%
All Other Holders	470,685,836	79.75%	470,685,836	77.45%
Total	590,231,877	100.00%	607,731,877	100.00%

Assuming that none* of the existing 22,950,000 unlisted director options on issue are exercised.

(e) Valuation

The Director Options are not currently quoted on the ASX and as such have no market value. The Director Options each grant the holder thereof a right to subscribe for one Share upon exercise of each Director Option and payment of the Exercise Price of the Director Option described above. Accordingly, the Director Options may have a present value at the date of their grant.

The Director Options may acquire future value dependent upon the extent to which the Shares exceed the Exercise Price of the Director Options during the term of the Director Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• the period outstanding before the expiry date of the options;

• the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

• the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie. whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• the value of the shares into which the options may be converted; and

• whether or not the options are listed (ie readily capable of being liquidated), and so on.

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black-Scholes Model option valuation formula).

The Company has undertaken a valuation of the Director Options utilising the Black-Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the price of the underlying Share at the time of issue, the exercise price, the time to expiry, the risk-free interest rate, the volatility of the Company’s underlying Share price and expected dividends.

Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in the valuation applying the Black-Scholes Model was:

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• an exercise price of the options being $0.20;

• a market price of Shares of $0.12 being the closing price of Shares prior to the 10 October 2017 valuation, as a proxy for the market price at the future date of issue, being the date of the Annual General Meeting to approve the issue;

• the Director Options vesting on the date of issue, being 29 November 2017;

• the Expiry Date of 28 November 2020;

• a volatility measure of 65.9%;

• a risk-free interest rate of 2.09%; and

• a dividend yield of Nil.

Some relatively minor variables were included in the calculation to estimate the value of Director Option as “American style” options (being exercisable at any time prior to the stated expiry date). Theoretically, the Black-Scholes Model prices “European style” options (being exercisable only on this exercise date).

Based on the valuation, the Company has adopted an indicative value for the Director Options of $0.037 each.

On that basis, the respective value of the Director Options to be issued pursuant to Resolutions 6, 7, 8, 9 and 10 are as follows:

• Mr Mather – $305,250

• Mr Stubbs – $85,563

• Mr Moller – $85,563

• Mr Mascolo – $85,563

• Mr Cleary - $85,563

(f) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of the Directors save and except as follows:

Market Price movements

The option valuation noted above is based on a market price of the Shares at the time of the valuation dated 10 October 2017 of $0.12.

There is a possibility that the market price of the Shares on the date of issue of the Director Options will be different to this and that the market price of the Shares will change up to the date of the Annual General Meeting.

The effect on the valuation per option of movements in the market price of the Shares is set out below:

Market Price	Valuation per option
$0.10	$0.026
$0.11	$0.031
$0.13	$0.043
$0.14	$0.049

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Director Options to Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary, or their respective nominee, is the potentially diluted impact on the issued Share capital of the Company (in the event that the Director Options are exercised). Until exercised, the issue of the Director Options will not impact upon the number of Shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused by the issue of the Shares will be detrimental to the

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Company, this is more than offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriate incentive terms. It is also considered that the potential increase of value in the Director Options is dependent upon a concomitant increase in the value of the Company generally.

Trading History of the Shares

As at 9 October 2017, the closing price of Shares on ASX was $0.12.

Set out below is the trading history of the Shares over the past 12 months.

	Market Price 6 months prior to Notice of Meeting	Market Prices 12 months prior to Notice of Meeting
High	14.5 cents	15 cents
Low	2.9 cents	10.5 cents
VWAP	12.9 cents	11.2 cents

Taxation Consequences

No stamp duty will be payable in respect of the grant of the Director Options. No GST will be payable by the Company in respect of the grant of the Director Options (or if it is then it will be recoverable as an input credit).

AASB 2 “Share Based Payments” requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management’s assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

Dilutionary Effect

The dilutionary effect on the Company and its shareholders is summarized in the table on page 14 above.

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Listing Rule 10.11

Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Each of Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary, being a Director of the Company, is a related party. Accordingly, because the issue of the Director Options will result in the Company issuing securities to a related party, approval under Listing Rule 10.11 is required.

For the purposes of Listing Rule 10.13, the Company advises as follows:

• The maximum number of Director Options to be issued to Mr Mather, Mr Stubbs, Mr Moller, Mr Mascolo and Mr Cleary is 17,500,000 Director Options, being:

• 8,250,000 Director Options to Mr Mather or his associate;

• 2,312,500 Director Options to Mr Stubbs or his associate;

• 2,312,500 Director Options to Mr Moller or his associate;

• 2,312,500 Director Options to Mr Mascolo or his associate;

• 2,312,500 Director Options to Mr Cleary or his associate.

• The Director Options are intended to be granted as soon as possible following the meeting, but in any event, within one (1) month of the date of the Meeting.

• The Director Options are being issued for nil consideration.

• No funds are being raised by the grant of the Director Options, but up to $3,500,000 would be raised in the future via their exercise. The money raised would be used for:

• progress of the Company’s ongoing business plan to list its project based subsidiary companies;

• progress of the identification and initial exploration of new projects; and

• payment of other corporate costs and to provide additional working capital.

In accordance with Listing Rule 7.2, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolutions 6, 7, 8, 9 and 10.

Voting restrictions

There are restrictions on voting on Resolutions 6 - 10 (inclusive) by Directors and their associates and KMP and their Closely Related Parties, for additional details please refer to the Voting Exclusion Statement in relation to Resolutions 6 – 10 (inclusive) of the Notice of Meeting.

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 Resolutions 6 – 10 (inclusive), subject to compliance with the Corporations Act.

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

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Karl Schlobohm Company Secretary 23 October 2017

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Interpretation

ASIC means the Australian Securities and Investments Commission;

ASX means the ASX Limited ACN 008 624 691;

Board means the board of Directors of the Company;

Company means DGR Global Limited ACN 052 354 837;

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time;

Director means a director of the Company;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;

Listing Rules means the official listing rules of the ASX;

Meeting and Annual General Meeting means the annual general meeting to be held on 29 November 2017;

Notice of Meeting means this Notice of Meeting convening the Meeting and the Explanatory Memorandum;

Option means an option to subscribe for a Share on the terms set out in the Explanatory Memorandum;

Resolution means a resolution proposed at the Meeting;

Share means an ordinary fully paid share in the issued capital of the Company;

Shareholder means a holder of Shares in the Company.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary):

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681

Email : kschlobohm@dgrglobal.com.au

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ANNEXURE A SUMMARY OF THE CONVERTIBLE NOTE DEED INCLUDING TERMS OF CONVERTIBLE NOTES

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Issuer	DGR Global Limited ACN 052 354 837 (DGR)
Holder	Tribeca Investment Partners Pty Ltd ACN 080 430 100 (Tribeca).
Total Principal Amount	$8,000,000
Approved Purpose	A condition precedent to the funds being advanced is that the Company delivers to the Holder a detailed description of the proposed use of the Principal Amount by the Company.
Commencement Date	Dependent upon the execution of the Convertible Note Deed
Shareholder Approval	A condition precedent to the funds being advanced is that the Company obtain all required regulatory and shareholder approvals for the issue of the Notes.
Issue of Convertible Note	Notes will be issued 2 business days after satisfaction or waiver of the last of the conditions precedent set out in the Note Deed.
Conversion	Notes may only be converted during the first 12 months of the Note Deed if DGR declares or pays any special dividend or capital return, or an action is taken that results in, or is likely to result in, a change in control of DGR, after the Commencement Date, at the Holder’s election. After the first 12 months of the Note Deed, at any time the Holder may at their election convert the Notes into DGR shares by issuing the Company with a notice. Notes will be converted into shares in accordance with the following formula: N = FV/IP Where: Nis the number of Conversion Shares to be issued. FVis the aggregate Face Value of the Notes being converted. CPis the Conversion Price.
Conversion Price	$0.20 per Note, subject to adjustment under the terms of the Note Deed.
Interest Rate and Payment	12% per annum, payable quarterly. All interest accruing in the first 12 months of the Note Deed must be paid in immediately available funds. All interest accruing after the first 12 months of the Note Deed may be paid in cash or via the issue of shares or further notes. If DGR elects to satisfy interest payments by the issue of shares or further Notes, it must give notice to Tribeca, who can elect which to receive.
Maturity Date	Two years after the issue date of the Notes.
Prepayment offer	The Company is not entitled to repay the Principal Amount otherwise than in accordance with the Note Deed.
Security	The Notes are unsecured.
Appointment of Director	So long as the Holder holds all of the Notes and/or all of the Conversion Shares (if issued), the Holder shall be entitled to appoint Mr Ben Cleary (or with the Company’s consent a substitute) as a Non-executive Director of the Company.

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Redemption	Redemption of the Notes will occur: • at the election of the Holder following an Early Redemption Event, by the giving of a Holder Redemption Notice to the Company; • at the election of the Company at any time prior to the Maturity Date, buy the giving of a Redemption Notice to the Holder; and • for all Notes not otherwise Redeemed or Converted, on the Maturity Date. An ‘Early Redemption Event’ means: • a Change in Control of the Company; • the Company being removed from the official list of ASX for a continuous period of three Business Days or longer, or any class of Company securities are suspended from trading on the ASX for a continuous period of 10 Business Days or longer; and • a financial statement provided pursuant to clause 12.5(c) by the Company to the Holder reveals that the mark to market value of the Listed Assets and cash, less the current creditors and current liabilities in the Company, is less than 3 times the face value of all Notes on issue. On Redemption following an Early Redemption Event or at the election of the Company, the Company must pay a premium (Early Redemption Premium), being: • where the Redemption Notice is given within 6 months of the Issue Date, 24% of the Face Value of the Notes; • where the Redemption Notice is given on or after the date that is 6 months after the Issue Date and before the date that is 12 months after the Issue Date, 18% of the Face Value of the Notes; • where the Redemption Notice is given on or after the date that is 12 months after the Issue Date and before the date that is 18 months after the Issue Date, 12% of the Face Value of the Notes; and • where the Redemption Notice given on or after the date that is 18 months after the Issue Date, 6% of the Face Value of the Notes.
Events of Default	Customary events of default including: • If the Company fails to pay any amount of principal, interest or other amounts payable pursuant to the Notes or the Note Deed; • if the Company does not comply with any material obligation or warranty and (if capable of remedy) the Company does not remedy the non- compliance within 5 business days; • the Company suffers an Insolvency Event; and • a force majeure circumstance occurs. If an event of default occurs, the Holder may declare the Notes to be due and payable, and seek to recover any accrued but unpaid interest owing in respect of the Notes.
Right of First Refusal	DGR has also granted to Tribeca a first right of refusal for a potential additional debt funding of $2,000,000 in return for further convertible redeemable notes on the same terms and conditions as the Notes.

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ANNEXURE B EMPLOYEE SHARE OPTION PLAN SUMMARY OF TERMS AND CONDITIONS OF THE PLAN

GENERAL RULES

1. Interpretation

1.1 In these Rules:

" Application Form " means a duly completed and executed application for the issue of Options made by an Eligible Person or Permitted Nominee in respect of an Offer, in the form approved by the Board from time to time.

" ASIC " means the Australian Securities and Investment Commission.

" Associated Body Corporate " of an issuer means:

• (a) a body corporate that is a related body corporate of the issuer; or

(b) a body corporate that has voting power in the issuer of not less than 20%; or

(c) a body corporate in which the issuer has voting power of not less than 20%.

" ASX " means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

" Board " means the board of directors of the Company as constituted from time to time.

" Borrower " means an Eligible Person and, where appropriate, a Permitted Nominee, who elects to exercise whole or part of the Loan Options granted to him or her and makes a request for the Company to provide a Loan and, in the event of his or her death after the grant to him or her of a Loan, his or her executors, administrators or other legal personal representatives;

• " Business Day " means a day on which banks are open for business in Queensland.

" Certificate " means the certificate issued by the Company to a Holder in respect of an Option.

" Change of Control Event " means a shareholder, or a group of associated shareholders, becoming entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board.

" Company " means DGR Global Limited ACN 052354 837 and any Associated Body Corporate.

" Constitution " means the constitution of the Company.

" Corporations Act " means Corporations Act 2001 (Cth).

" Director " means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director.

" Eligible Executive Options " means options granted to an Eligible Person pursuant to an exemption in section 708 of the Corporations Act whose terms are consistent with the terms of these Rules.

" Eligible Person " means at any time a person who then is an employee and/or officeholder (whether full-time or part-time) of the Company including Directors.

" Equity Interests " has the meaning ascribed to that term in the Listing Rules and as set out in the latest accounts provided to the ASX under the Listing Rules.

" Exercise Price " means, in relation to an Option, the price per Share, determined in accordance with clause 8, payable by a Holder on exercise of the Option respect of the Option which, if the Company is listed at that time, shall not be less than the minimum exercise price permitted by the Listing Rules.

" Expiry Date " means, in relation to an Option, the expiry date stated in the Certificate.

• " General Rules " means Rules 1 to 14J (inclusive) of this Plan.

" Holder " means, in relation to an Option, the person (whether an Eligible Person, a Permitted Nominee or their legal personal representative) entered in the Company's register of options as the holder of that Option.

" Issue Date " means, in relation to an Option, the date on which the Company grants that Option.

" Listing Rules " means the Official Listing Rules of ASX as amended, varied, modified or waived from time to time.

" Loan " means the amount of money lent to the Holder as approved under clause 14A and, where the context permits, includes any interest charged on the Loan in accordance with clause 14B.

“ Loan Approver ” has the meaning given in clause 14A.2.

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“ Loan Invitation ” has the meaning given in clause 14A.1.

" Loan Options " means any Option (as defined in these Rules) and any option to acquire a Share held by an Eligible Person or their Permitted Nominee;

• " Loan Shares " means those Shares issued to the Borrower using funds provided from a Loan that has not yet been repaid.

" Market Value " means:

• (a) the average closing sale price of the Shares recorded on the stock market of ASX over the 10 trading days immediately preceding the day on which the Board resolves to offer an Option; or

• (b) in circumstances where there has been no trading in the Shares during the 10 trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX.

• " Official Quotation " has the meaning ascribed to it in the Listing Rules.

" Option " means an option to acquire a Share as issued pursuant to these Rules, or an Eligible Executive Option brought under the operation of these Rules with the consent of the Optionholder, as the case may be.

“ Partial Loan Repayment Amount ” means the portion of the balance of any amount outstanding in respect of a Loan which the Borrower wishes to repay, as specified in a Partial Loan Repayment Request.

• “ Partial Loan Repayment Approval Notice ” has the meaning given in clause 14DA.3.

• “ Partial Loan Repayment Request ” has the meaning given in clause 14DA.2.

• “ Partial Release Loan Shares ” has the meaning given in clause 14DA.4(a).

" Permitted Nominee " means a person or entity permitted by the Board, pursuant to clause 7.2 of the Rules, to accept an offer of Loan Options made to an Eligible Person in place of the Eligible Person.

" Plan " means the DGR Global Limited Employee Share Option Plan established in accordance with these Rules.

" Rules " means the rules contained in this Plan (including the General Rules and the Specific Rules), as amended from time to time.

" Scheme " means the employee loan scheme as set out in clauses 14A to 14J.

• " Secretary " means the secretary of the Company from time to time.

• " Share " means a fully paid ordinary share in the issued share capital of the Company.

• " Specific Rules " means Rules 15 to 23 (inclusive) of this Plan.

“ Takeover Bid ” has the meaning given to that term in the Corporations Act.

" Total and Permanent Disablement " means that the Eligible Employee has, in the opinion of the Board, after considering such medical and other evidence as is reasonable, become incapacitated to such an extent as to render the Eligible Employee unlikely to ever be able to engage in any occupation for which he is reasonably qualified by education, training or experience.

“ Trading Policy ” means any Company securities trading policy, as amended from time to time.

“ Trust ” means an employee share trust established by the Company, which is governed by the Trust Deed.

• “ Trust Deed ” means the document governing the creation and administration of a Trust.

• “ Trustee ” means the trustee from time to time of the Trust.

• " Unvested " means an Option that is not yet capable of being exercised.

• " Vested " means an Option that is capable of being exercised.

• " Vesting Date " means the vesting date stated in the Certificate being the date on which an Option becomes capable of being exercised.

• “ Voting Power ” has the meaning given to that term in the Corporations Act.

• 1.2 In these Rules, unless the contrary intention appears:

• (a) a reference to these Rules or another instrument includes any variation or replacement of either of them;

• (b) the singular imports a reference to the plural and vice versa;

• (c) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, reenactments or replacements of any of them;

• (d) a reference to the Shares comprised in the Options is a reference to the Shares for which the Holder for the time being has the option to subscribe for by reason of the grant to the Holder of the Options, including any Shares resulting from an adjustment made pursuant to these Rules;

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• (e) a reference to an offer, issue or distribution to the shareholders of the Company generally is a reference to an offer, issue or distribution to the generality of the holders for the time being of Shares, whether or not including holders of other securities issued by the Company and whether or not including persons in particular places outside Australia or other minority groups who may for good reason be excluded from participation;

• (f) headings are for convenience and do not affect the interpretation of these Rules;

• (g) a reference to a person includes a reference to the person’s legal personal representatives, executors, administrators and successors, a firm or a body corporate; and

• (h) where any calculation or adjustment made under these Rules produces a fraction of a cent or a fraction of a Share, the fraction will be eliminated by rounding to the nearest whole number favourable to the Holder.

• 1.3 Terms which are not otherwise defined have the meaning given to them in the Corporations Act.

2. Name of Plan

This Plan shall be called the "DGR Global Limited Employee Share Option Plan".

3. Establishment and Termination of the Plan

• 3.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.

• 3.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.

• 3.3 The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

• 3.4 The Board may not grant any Loans after the Plan has been terminated. However, these Rules will continue to apply, subject to any variation in accordance with clause 9, to Loans on issue at the date of such termination until the last of those Loans is repaid in accordance with these Rules.

• 3.5 The Board may implement a Trust for the purposes of acquiring, delivering and holding Shares on behalf of Eligible Persons or their Permitted Nominees who participate in the Plan.

4. Purpose of Plan

• 4.1 The purpose of this Plan is to:

• (a) recognise the ability and efforts of the employees and officeholders of the Company who have contributed to the success of the Company;

• (b) provide an incentive to the employees to achieve the long term objectives of the Company and improve the performance of the Company; and

• (c) attract persons of experience and ability to employment with the Company and foster and promote loyalty between the Company and its employees and officeholders.

5. Eligibility

• 5.1 Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation. Prior to making that determination, the Board must consider:

• (a) the seniority of the relevant Eligible Person and the position the Eligible Person occupies within the Company;

• (b) the length of service of the Eligible Person with the Company;

• (c) the potential contribution of the Eligible Person to the growth of the Company;

• (d) the extent (if any) of the existing participation of the Eligible Person (or any Permitted Nominee in relation to that Eligible Person) in the Plan; and

• (e) any other matters which the Board considers relevant.

• 5.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

6. Offer of Options

• 6.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate, provided the offer:

• (a) is in writing;

• (b) attaches a copy of this Plan; and

• (c) sets out details of:

• (i) the number of Options offered;

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• (ii) the exercise price of each Option (or where the exercise price is determinable at some time in the future by reference to a formula, the equivalent price (in Australian dollars) were that formula applied as at the date of the offer);

• (iii) the vesting date or vesting conditions of the Options (if relevant); and

• (iv) an explanation of the way in which the Company will during the offer period, within a reasonable period of the Eligible Person so requesting, make available to the Eligible Person, the current market price of the shares subject to the Option or any information relevant to calculating the exercise price referred to in clause 6.1(c)(ii) above, if referenced to a formula.

• 6.2 At the time of making the offer, the Company may invite an Eligible Person to apply for a Loan to fund the Exercise Price on Loan Options by providing the Eligible Person with a Loan Invitation in accordance with clause 14A.

• 6.3 No monies are payable by an Eligible Person for a grant of an Option, unless the Board decides otherwise.

• 6.4 Certificates will be dispatched within 10 Business Days after their Issue Date.

7. Accepting Offers

• 7.1 Upon receipt of an Offer, an Eligible Person may, within the period specified in the Offer:

• (a) accept the whole or any lesser number of Options offered by giving to the Company an Application Form; or

• (b) nominate a nominee in whose favour the Eligible Person wishes to renounce the Offer by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an Offer in favour of a nominee without giving any reason for such decision.

• 7.2 Upon:

• (a) receipt of the Application Form referred to in clause 7.1(a); or

• (b) the Board resolving to allow a renunciation of an Offer in favour of a nominee (" Permitted Nominee ") and the Permitted Nominee accepting the whole or any lesser number of Options offered by giving the Company an Application Form, then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted Options subject to these Rules.

If clause 7.2(b) applies, the Loan Invitation will be withdrawn from the Eligible Person and made to the Permitted Nominee.

• 7.3 If Options are issued to a Permitted Nominee or an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

• 7.4 On the issue of Options following receipt by the Company of an Application Form, an Eligible Person or the Permitted Nominee, as the case may be, becomes a Holder.

8. Exercise Price

The method of determining the Exercise Price of each Option will be determined by the Board having regard to the Market Value of the Shares when it resolves to offer the Option.

9. Amendment to the Rules and the Terms of Loans or Options

The Board may, subject to the Listing Rules:

• (a) alter, delete or add to these Rules at any time (save for the provisions of clause 10);

• (b) amend the terms of any Options already granted under these Rules, with the approval of the Holder; and

• (c) amend the terms of any Loans already granted under these Rules, with the approval of the Borrower.

10. Number of Options to be Issued

• 10.1 The Company shall not offer or issue Options to any Eligible Person or Permitted Nominee, as the case may be, in accordance with the Plan if the total number of Shares the subject of Options being offered, when aggregated with:

• (a) the number of Shares which would be issued were each outstanding offer or Option, being an offer made or Option acquired pursuant to the Plan or any other employee or executive share scheme extended only to employees, officeholders or directors of the Company and of associated bodies corporate of the Company, to be accepted or exercised (as the case may be); and

• (b) the number of Shares issued during the previous five years pursuant to the Plan or any other employee or executive share scheme extended only to employees, officeholders or directors of the Company and of associated bodies corporate of the Company,

but disregarding any offer made, or Option acquired or Share issued by way of or as a result of:

• (a) an offer to a person situated at the time of receipt of the offer outside Australia; or

• (b) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (c) an offer made under a disclosure document,

would exceed 5% of the total number of issued Shares as at the time of the offer.

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11. Powers of the Board

• 11.1 The Plan shall be administered by the Board who shall have the power to:

• (a) determine procedures from time to time for administration of the Plan consistent with these Rules;

• (b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan; and

• (c) delegate to any one or more persons for such period and on such conditions as the Board may determine to exercise any of the Board's powers or discretions arising under the Plan.

12. Notices

Notices may be given by the Company to any Holder either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him or her to the Company for the giving of notices. Notices for any overseas Holders shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise shall not be deemed to be served on the Company until actually received.

13. No Compensation or Damages

• 13.1 The rights and obligations of any Holder under the terms of his or her employment with the Company are not affected by his or her participation in the Plan.

• 13.2 These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Holder and the Company.

• 13.3 No Holder has any rights to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Holder ceasing to have rights under the Plan as a result of the termination.

14. Governing Law

This Plan and any Options granted under it are governed by the laws of Queensland and the Commonwealth of Australia.

14A Grant of Loans

• 14A.1 Subject to clause 14A.7, the Company may invite any Eligible Person or, if clause 7.2 applies, any Permitted Nominee to make a written application (in the form as may be prescribed by the Company) to the Company for a Loan to fund the exercise of the Loan Options (“ Loan Invitation ”).

The invitation to an Eligible Person or Permitted Nominee to apply for a Loan may be made at the time of making an offer for Options pursuant to clause 6, or at such other time that the Company determines.

• 14A.2 A written application for a Loan must be addressed to, in the case of Permitted Nominees and employees that are not Directors, the chief executive officer of the Company, and in the case of Directors, the Board ("Loan Approver").

• 14 A.3 If:

• (a) the Loan Options are Eligible Executive Options, the written application for a Loan referred to in clause 14A.2 must also include the consent of the Optionholder for the Eligible Executive Options to be brought under these Rules.

• (b) the Loan Options are not Eligible Executive Options or were not issued pursuant to this Plan, the written application for a Loan referred to in clause 14A.2 must also include the agreement of the Optionholder to comply with the Scheme.

14A.4 The Loan Approver will determine whether the Company should grant the Loan after considering the following matters:

• (a) the seniority of the relevant Eligible Person and the position the Eligible Person occupies within the Company;

• (b) the length of service of the Eligible Person with the Company;

• (c) the potential contribution of the Eligible Person to the growth of the Company;

• (d) any Loans already granted to the Eligible Person, or Permitted Nominee as the case may be (if any);

• (e) the current sale price of Shares as listed on the ASX as compared to the exercise price of the Loan Options proposed to be exercised; and

• (f) any other matters which the Loan Approver considers relevant.

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If the applicant for a Loan is a Permitted Nominee, the Loan Approver shall consider the matters set out in paragraphs (a) to (d) above as they apply to the Eligible Person to whom the initial offer of Loan Options, that was then accepted by the Permitted Nominee, was made.

• 14A.5 If the Loan is approved, the Company will grant the Eligible Person, or Permitted Nominee as the case may be, a Loan for an amount of the combined exercise price of all the Loan Options intended to be exercised, such Loan to be used solely to fund the exercise of those Loan Options.

• 14A.6 The Loan referred to in clause 14A.5 shall be provided to the Eligible Person or Permitted Nominee:

• (a) at the time of exercise of the Loan Option, subject to clause 14A.9;

• (b) for the sole purpose of funding the exercise of the Loan Options; and

• (c) in accordance with these Rules and the Borrower agrees to comply with these Rules, or the Scheme only, as the case may be.

• 14A.7 The exercise of any Loan Options must be in compliance with, and is subject to, the terms of issue of the relevant Loan Options.

• 14A.8 The maximum amount to be lent to a Borrower who comes within Listing Rule 10.1 must not be equal to or exceed 5% of the Equity Interests in the Company, unless shareholder approval has been obtained under Listing Rule 10.1.

• 14A.9 The Company may only grant Loans to an Eligible Person, or Permitted Nominee as the case may be, where the volume weighted average price of Shares as listed on the ASX over the 20 days prior to the grant of the Loan is greater than the exercise price of the Loan Options proposed to be exercised by that Eligible Person or Permitted Nominee.

14B No Interest on Loans

• 14B.1 No interest will be payable in respect of the Loan.

14C Repayment

• 14C.1 Subject to clauses 14D and 14DA, the Loan will mature and be repayable by the Borrower on the day four (4) years after the grant of the Loan (" Maturity Date "). If the Loan is not repaid in full within 14 days of the Maturity Date, the Company may, in its discretion, require the Borrower to sell some or all of the Loan Shares in respect of the matured Loan in accordance with clause 14E.3. The Board may extend the Maturity Date at its discretion.

• 14C.2 Whilst the Loan is not fully repaid, the Borrower irrevocably directs the Company to use:

• (a) all franked dividends;

• (b) one half of any unfranked dividend; and

• (c) any capital returns or other amounts attributable to shareholders,

in respect of the Loan Shares towards the reduction of the amount outstanding on the Loan in respect of those Loan Shares. Such repayment shall be used to reduce the amount outstanding in respect of each Loan Share covered by the Loan on a pro rata basis.

• 14C.3 In the event the Company announces a renounceable rights issue and the Borrower elects to sell his or her rights in respect of any Loan Shares then half of the proceeds from the sale of such rights shall be paid to the Company by way of instalment payment of the Loan in respect of those Loan Shares.

• 14C.4 The Borrower hereby irrevocably appoints the Secretary as his or her attorney in the name of and on behalf of himself or herself, to execute all documents and papers and do such things as the attorney thinks fit for the purposes of satisfying and paying any instalment owing under the Loan to the Company pursuant to clauses 14C.2 and 14C.3. The Borrower agrees that the Secretary as attorney for the Borrower may, in complete satisfaction of each Loan instalment owing to the Company, negotiate over and endorse such negotiable instruments including cheques as may be receivable by the Borrower from the Company or any broker member of the ASX.

• 14C.5 The Borrower may elect to arrange for the Loan to be repaid by instalments by way of deduction from the Borrower's salary where approved by, and on terms to be agreed with, the Board.

14D Early Repayment of the Loan

• 14D.1 The Borrower may elect to repay the entire balance of any amount outstanding in respect of the Loan at any time.

14D.2 If the Borrower:

• (a) ceases to be employed by the Company or ceases to be a salaried Director (including by way of resignation, retirement, dismissal, redundancy or disqualification from office);

• (b) dies or suffers a permanent disability; or

• (c) becomes bankrupt,

• then the Borrower may elect, by serving written notice on the Company within 1 month (subject to clause 14D.3) from the date of the happening of any of the events referred to above, to:

• (a) have the Company sell some or all of the Loan Shares in accordance with clause 14E.3 and apply the net proceeds of the sale in

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repayment of the Loan in accordance with clause 14E.4; or

(b) repay the outstanding amount on the Loan.

If the Borrower is a Permitted Nominee, the relevant person for the purposes of paragraphs above is the Eligible Person to whom the initial offer of Loan Options was made, that was accepted by the Permitted Nominee.

• 14D.3 If the Borrower, and in the case of a Permitted Nominee the Eligible Person to whom the initial offer of Loan Options was made that was accepted by the Permitted Nominee, ceases to be an employee or officeholder because of his or her death, permanent disability or redundancy, the period of 1 month shall be extended to 6 months. The Board may in its sole discretion extend the period for the Borrower, or the Permitted Nominee as the case may be, to make the election referred to in clauses 14D.2 or 14D.3 for as long as it sees fit.

• 14D.4 In the event that the Borrower, or Permitted Nominee as the case may be, fails to make an election within the time period specified in clause 14D.2 as may be extended under clause 14D.3, the Borrower will be deemed to have elected to have the Company sell some or all of the Loan Shares in accordance with clause 14D.2(d).

• 14D.5 At any time 12 months after the grant of the Loan, the Borrower may inform the Secretary that it wishes to sell some or all of the Loan Shares. Upon receipt of this request in writing and approval by the Board, the Secretary will, subject to the Company's Trading Policy that may exist from time to time and clause 14D.5, sell the Shares in accordance with clause 14E.3 and apply the net proceeds of the sale in accordance with clause 14E.4.

• 14D.6 The Board may refuse to comply with a request to sell the Loan Shares from the Borrower where the sale of the Loan Shares would be likely to lead to the net proceeds from the sale being less than the outstanding Loan amount in respect of the Loan Shares being sold.

14DA Partial Repayment of the Loan

• 14DA.1 This clause 14DA applies where the Borrower wishes to repay some (but not all) of the balance of any amount outstanding in respect of the Loan. Where the Borrower wishes to repay all of the balance of any amount outstanding in respect of the Loan, clause 14D.1 will apply.

• 14DA.2 The Borrower may inform the Secretary in writing that it wishes to repay some of the balance of any amount outstanding in respect of the Loan at any time (“ Partial Loan Repayment Request ”). Upon receipt of a Partial Loan Repayment Request, the Board may approve or refuse the Partial Loan Repayment Request in its absolute discretion by written notice to the Borrower within 1 month following the receipt of the Partial Loan Repayment Request. If the Board fails to notify the Borrower of its approval or refusal of the request within the specified time period, the Board will be deemed to have refused the Partial Loan Repayment Request.

• 14DA.3 If the Board notifies the Borrower of its approval of a Partial Loan Repayment Request within the time period specified in clause 14DA.2 (“ Partial Loan Repayment Approval Notice ”), the Borrower must repay the Partial Loan Repayment Amount in full within 1 month following receipt by the Borrower of the Partial Loan Repayment Approval Notice. The Board may in its sole discretion extend the period for the Borrower to repay the Partial Loan Repayment Amount for as long as it sees fit.

• 14DA.4 In the event that the Borrower repays the Partial Loan Repayment Amount in full in accordance with clause 14DA.3:

• (a) the number of Loan Shares calculated in accordance with the following formula (and rounded down to the nearest whole Share) will become “ Partial Release Loan Shares ” for the purposes of these Rules:

A = B x C/D

where:

• A is the number of Partial Release Loan Shares;

• B is the total number of Loan Shares to which the Loan relates immediately prior to the repayment of the Partial Loan Repayment Amount;

• C is the Partial Loan Repayment Amount; and

• D is the balance of all amounts outstanding in respect of the Loan (including, for the avoidance of doubt, any accrued and unpaid interest) immediately prior to the repayment of the Partial Loan Repayment Amount; and

• (b) the balance of Loan Shares which do not become Partial Release Loan Shares will remain Loan Shares for the purposes of these Rules.

14E Holding Lock and Power of Sale

14E.1 Until such time as a Loan is repaid in full (in accordance with these Rules) unless otherwise determined by the Board in its discretion:

• (a) the Company will hold all Share certificates (if any) or statements of holding in respect of the Loan Shares (other than any Partial Release Loan Shares);

• (b) the Borrower must not mortgage, charge or otherwise encumber the Loan Shares (other than any Partial Release Loan Shares) until the Loan is repaid in full, unless it has first obtained the prior approval of the Board, which approval may be withheld at its absolute discretion;

• (c) the Borrower must not sell or transfer or attempt to sell or transfer the Loan Shares (other than any Partial Release Loan Shares) except in accordance with these Rules; and

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• (d) the Company may implement any procedure it considers appropriate to restrict the Borrower from having the Loan Shares (other than any Partial Release Loan Shares) transferred to another person including, without limitation, imposing a holding lock (as that term is defined in Chapter 19 of the Listing Rules) on all Loan Shares (other than any Partial Release Loan Shares) or arranging for the Loan Shares (other than any Partial Release Loan Shares) to be held in the Trust, and for so long as the restriction imposed remains in place, the Borrower will effectively be prevented from having the Loan Shares (other than any Partial Release Loan Shares) transferred to another person.

• 14E.2 In the event that the Borrower breaches any of these Rules and (if such breach is capable of being remedied) fails to remedy such breach within 14 days of written notice, the Board may demand that the Loan be immediately repaid, failing which the Company may sell the Shares in accordance with clause 14E.3 and apply the net proceeds of the sale in accordance with clause 14E.4.

• 14E.3 The Borrower hereby irrevocably appoints the Secretary as his or her attorney in the name of and on behalf of himself or herself, to execute all documents, transfers and papers and do such acts or things in the name of the Borrower as the attorney thinks fit for the purposes of:

• (a) giving effect to the sale of the Loan Shares referred to in clauses 14C.1, 14D.2(d), 14D.5 and 14E.2; and

• (b) apply the net proceeds of the sale of the Loan Shares in accordance with clause 14E.4.

• 14E.4 If, after the Secretary sells the Loan Shares pursuant to clause 14E.3:

• (a) the net proceeds of the sale is less than or equal to the outstanding Loan amount owed by the Borrower in respect of such Loan Shares, the Loan shall be repaid using the amount of the net proceeds and the Loan will be deemed to be fully repaid at that point; or

• (b) the net proceeds of the sale is more than the outstanding Loan amount owed by the Borrower in respect of such Loan Shares, the Loan shall be repaid using the amount of the net proceeds of the sale and the Borrower shall be entitled to the excess of the net proceeds over the amount of the outstanding Loan amount at the time of the sale.

• 14E.5 the Company and the Secretary will have complete discretion in respect of the sale of the Loan Shares under clause 14E.3 and will not be liable to the Borrower in respect of the timing of or price obtained on or any other circumstances relating to such sale.

14F Effect of Repayment of the Loan

Upon a Loan being fully repaid in accordance with these Rules:

• (a) the Loan Shares shall become the free and unencumbered property of the Borrower and no longer deemed to be Loan Shares under these Rules; and

• (b) the Company will deliver to the Borrower the share certificate(s) or holding statements (if any) in respect of the Loan Shares held by the Company.

14FA Effect of Partial Repayment of the Loan

Upon a Partial Loan Repayment Amount being repaid in accordance with clause 14DA.3:

• (a) the Partial Release Loan Shares will become the free and unencumbered property of the Borrower and no longer deemed to be Loan Shares under these Rules; and

• (b) the Company will deliver to the Borrower the share certificate(s) or holding statements (if any) in respect of the Partial Release Loan Shares held by the Company.

14G Security for the Loan

Where requested by the Company, the Borrower agrees to grant to the Company a lien, share mortgage or any other security over the Loan Shares (other than any Partial Release Loan Shares) as security for the repayment of the Loan. The Borrower appoints the Secretary as his or her attorney to do all things required and to execute all documents necessary to effect this security over those Loan Shares and to enforce this security against the Borrower. The security shall be in the form as prescribed by the Company.

14H Rights under the Shares

• 14H.1 Other than in respect of the restrictions contained in these Rules, the Loan Shares will rank pari passu with all other fully paid ordinary shares in the Company from the date of issue including in respect of all voting rights and rights under any reconstructions, rights issues and bonus issues.

14H.2 In addition to these Rules, the Loan Shares will be subject to the Company constitution.

14I Bonus Issues

If shares are issued pursuant to a bonus issue by the Company during the period of the Loan in respect of Loan Shares subject to a Loan, then those bonus shares will be deemed to also be acquired under the Loan and subject to the terms of these Rules.

14J Administration of the Scheme

• 14J.1 The Board may establish and administer the Scheme in accordance with the terms and conditions set out in these Rules but

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otherwise as is determined from time to time in its absolute discretion.

• 14J.2 The Board may terminate the Scheme, or suspend its operation for any period it considers desirable, at any time it considers appropriate.

• 14J.3 The Board may not grant any Loans after the Scheme has been terminated. However, these Rules will continue to apply, subject to any variation in accordance with clause 14J.4, to Loans on issues at the date of such termination until the last of those Loan is repaid in accordance with these Rules.

• 14J.4 Subject to the Listing Rules, the Board may at any time by resolution amend all or any of the provisions of these Rules (including this clause). The Board may amend the terms of any Loans granted in accordance with these Rules with the approval of the Borrower for those Loans.

SPECIFIC RULES

15. Entitlement

• 15.1 Subject to clause 18, each Option entitles the Holder acquire one Share at the Exercise Price, on the Option terms.

• 15.2 The Company must issue or procure the transfer to for the benefit of the Holder (“ allocate ”) Shares on exercise of an Option in accordance with these Rules, subject to the Option terms.

• 15.3 Subject to these Rules, Shares allocated on the exercise of Options will rank pari passu with all existing Shares from the date of allocation under clause 15.2 and will be entitled in full to those dividends which have a record date for determining entitlements after the date of allocation.

• 15.4 Any Loan Shares held by a Borrower will, in addition to any other relevant clauses in these Rules, will be subject to clauses 14A to 14J which impose additional terms on the Loan Shares.

16. Right to Exercise and Lapse of Options

• 16.1 Unless otherwise provided in these Rules and subject to rule 16.3, an Option may only be exercised in accordance with this clause 16 and provided the Holder is not otherwise prohibited from doing so (for example, under the terms of the Company’s Trading Policy).

• 16.2 If Options are issued with a Vesting Date, these Options may only be exercised on or after the Vesting Date has elapsed.

• 16.3 The Holder may request from the Company that their Options are sold to the Company’s nominated broker and on terms approved by the Company, instead of being exercised pursuant to these rules.

• 16.4 If either the Company or the Eligible Person terminates the Eligible Person's employment or officeholding, then:

• (a) any Unvested Options immediately lapse; and

• (b) the Eligible Person, or Permitted Nominee as the case may be, may exercise any Vested Options held by the Eligible Person, or Permitted Nominee as the case may be, at any time prior to the earlier of the Expiry Date and the date which is 180 days from the date on which either the Company or the Eligible Person terminated the employment.

• 16.5 If the employment or officeholding is terminated pursuant to section 203B of the Corporations Act:

• (a) any Unvested Options immediately lapse; and

• (b) such Eligible Person, or Permitted Nominee as the case may be, may exercise any Vested Options held by the Eligible Person, or Permitted Nominee as the case may be, at any time prior to the earlier of the Expiry Date and the date which is 30 days from the date on which the employment is terminated.

• 16.6 If the Holder dies or suffers Total and Permanent Disablement, then the Holder or his legal personal representative may exercise any Vested Options held by the Holder or his legal personal representative during the period of 180 days following the Holder's death or date of disablement but prior to the Expiry Date. During this period the Holder’s legal personal representative may:

• (a) elect to be registered as the new Holder of the deceased Holder's Options;

• (b) whether or not he becomes so registered, exercise those Options as if he were the Holder of them in accordance with these Rules; and

• (c) if the deceased Holder had already given the Company a notice of exercise of his or her Options, pay the Exercise Price in respect of those Options.

If the Holder is a Permitted Nominee, then the references to death, Total and Permanent Disablement and legal person representative in this clause are to those of the Eligible Employee to whom the initial offer of Options, that was accepted by the Permitted Nominee, was made.

• 16.7 An Option will immediately lapse:

• (a) on exercise of the Option;

• (b) if the Option has not been previously exercised, on the Expiry Date;

• (c) at the end of the period referred to in clause 16.3 if such clause applies to the Option;

• (d) at the end of the period referred to in clause 16.4 if such clause applies to the Option;

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• (e) at the end of the period referred to in clause 16.5 if such clause applies to the Option; or

• (f) upon the bankruptcy, commencement of winding up or deregistration of the Holder (as appropriate).

17. Method of Exercise of Options

• 17.1 Subject to these Rules, the terms of the Options and the terms of the Company’s Trading Policy, an Option which is Vested or otherwise capable of being exercised may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date.

• 17.2 Notwithstanding clause 17.1, where one of the following events has occurred:

• (a) a bidder acquires Voting Power of 50% or more in the Company and their Takeover Bid becomes or is declared unconditional;

• (b) a Change of Control Event; or

• (c) an application under section 411 of the Corporations Act in respect of which, a court approves a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company,

the following treatment will apply to Options:

• (a) vested Options may be exercised after the event and prior to the Expiry Date, or such other period specified by the Board (either at the time of the Offer or at the time of the event);

• (b) unvested Options, in respect of which the sale price of Shares as listed on the ASX at the time of the event exceeds the Exercise Price will immediately vest and may be exercised prior to the Expiry Date, or such other period specified by the Board (either at the time of the Offer or at the time of the event);

• (c) unvested Options, in respect of which the sale price of Shares as listed on the ASX at the time of the event is less than the Exercise Price, lapse immediately.

Any Options that become exercisable under this clause and are not exercised by the Expiry Date or other relevant period will lapse.

• 17.3 An Option may only be exercised by the Holder lodging with the Secretary, or such other person as the Board designates, an exercise notice (in writing) together with:

• (a) except where a Loan is provided pursuant to clause 14A, payment to the Company in cleared funds of an amount equal to the Exercise Price multiplied by the number of Options which are being exercised; and

• (b) the Certificate for the Options which are being exercised or, if the Certificate for those Options has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of it relying on such declaration.

• 17.4 If the items specified in clause 17.3 are delivered in accordance with that clause, the Company must:

• (a) immediately allocate to the Holder the Shares in respect of which the Options are exercised together with any additional Shares an entitlement to which has arisen under clause 18 in consequence of the exercise of the Options;

• (b) except in relation to Loan Shares, deliver to the Holder a certificate for the Shares so allocated; and

• (c) cancel the Certificate delivered pursuant to clause 17.3(b) and, if Options which have not lapsed remain unexercised, deliver to the Holder a replacement Certificate for the Options to reflect the number of those Options which remain unexercised.

• 17.5 Options may be exercised in whole or in part as determined by the Board and as stated in the Certificate (or if no amount is stated, then the Options may be exercised in multiples of 25,000, unless the Holder exercises all Options able to be exercised at that time). The exercise of some Options only does not affect the Holder's right to exercise other Options at a later time.

• 17.6 Subject to clauses 14A to 14J in respect of Loan Shares, from and including the date of allocation to the Holder of any Shares upon the exercise of the Options, the Holder will be:

• (a) the beneficial owner of those Shares;

• (b) bound by the Constitution of the Company; and

• (c) entitled to deal with those Shares as beneficial owner subject to the Corporations Act, the Constitution, the Listing Rules (if applicable) and the Trading Policy.

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18. Adjustment to Options

18.1 New Issues

Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised, if that is permitted by their terms, and the Shares in respect of the exercise of the Options has been allocated before the date for determining entitlements to the issue. The Company must give notice as required under the Listing Rules to the Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

18.2 Rights Issues

If the Company makes an offer of Shares pro rata to all or substantially all holders of Shares (other than a bonus issue or an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allocated in respect of an Option before the date for determining entitlements to the pro rata issue then the Exercise Price of the Option will be adjusted in the manner provided for in the Listing Rules.

18.3 Bonus Issues

If the Company makes a bonus issue of Shares or other securities (" Bonus Issue ") pro rata to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allocated in respect of an Option before the date for determining entitlements to the Bonus Issue then the number of securities over which the Option is exercisable will be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other Shares of that class on issue at the date of issue of the Bonus Shares.

18.4 Reconstruction

If there is any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company (not being a reconstruction referred to in clauses 18.1 to 18.3), the number of Options or the Exercise Price (or both) will be adjusted in accordance with the Listing Rules (if applicable) and in a manner which will not result in any additional benefits being conferred on a holder of the Options which is not conferred on holders of Shares, but in all other respects the terms of exercise will remain unchanged.

18.5 Cumulation of Adjustments

Effect will be given to clauses 18.3 to 18.4 in such manner that the effect of the successive applications of them are cumulative, with the intention being that the adjustments they progressively effect reflect previous adjustments.

19. Dividends

The Options will not give the Holder any right to participate in dividends until Shares are allocated pursuant to the exercise of the Options.

20. Quotation

The Options will not be listed for quotation on any stock exchange. However, the Company will make application to ASX for Official Quotation of Shares issued on the exercise of the Options, if other Shares of the same class are listed on the ASX at that time.

21. No Transfers

Subject to clause 16.5, an Option granted to the Holder may not be transferred and lapses immediately on purported transfer, unless the Board in its absolute discretion approves the transfer, or the transfer or transmission is effected by force of law on death or legal incapacity to the Holder's legal personal representative.

22. Information to Shareholders

Every report and other document sent by the Company to its shareholders generally must be sent also to the Holder while the Holder holds Options.

23. Rules to Prevail

In the event of any inconsistency between these Rules and the terms set out in the Certificate, these Rules shall prevail.

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Notes

Proxies and Representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 ( Cth) ( Corporations Act ) .

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 6.00pm 27 November 2017 (Brisbane time). Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the security holders should sign. Power of To sign under Power of Attorney, you must have already lodged this document with the Attorney: registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

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Proxy Form APPOINTMENT OF PROXY

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Name of Shareholder Number of Shares

I/We being shareholder(s) of DGR Global Limited (Company) hereby appoint: the Chairman of the Meeting OR Write here the name of the person you are (mark with an “X”) appointing if this person is someone other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of DGR Global Limited to be held at Level 7, Waterfront Place, 1 Eagle Street Brisbane, Qld on 29 November 2017 at 11.00am (Brisbane time) and at any adjournment of that meeting.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of the resolution/s, please place a mark in the box opposite. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of any resolution ( Relevant Resolution ) and that votes cast by the Chair of the meeting for the Relevant Resolution other than as proxy holder will be disregarded because of that interest. If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution.

The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions including the Relevant Resolution.

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/s he has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest. If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ………………%. (An additional proxy form will be supplied by the Company on request). If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ……………….. shares (Note: proxy will be over all shares if left blank).

I/we direct my/our proxy to vote as indicated below:

Resolutions For 1. Remuneration Report 2. Re-election of Brian Moller 3. Ratification of Previous Shares Issued. 4. Approval or Ratification of Convertible Notes 5. Approval of ESOP 6. Approval to grant Director Options to Mr Mather 7. Approval to grant Director Options to Mr Stubbs 8. Approval to grant Director Options to Mr Moller 9. Approval to grant Director Options to Mr Mascolo 10. Approval to grant Director Options to Mr Cleary Individual or Security holder 1 Security holder 2 Sole Director and Secretary Director Contact Name Contact Daytime Telephone	Against Abstain Security holder 3
	Director/Company Secretary
	Date

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How to Complete this Proxy Form

1 Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in section A. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in section A. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

3 Votes on Items of Business

You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses, except in relation to Resolution 1 where you have appointed a member of the Key Management Personnel of the Company (other than the Chairman) or their closely related parties as your proxy, in which case there are additional restrictions explained below. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form. To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) Return both forms together.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, either security holder may sign. Power of To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Attorney: registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below by 11.00 am on 27 November 2017, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

DGR Global Limited

Street address: Level 27, 111 Eagle Street, Brisbane QLD 4000 Postal address: GPO Box 5261, Brisbane QLD 4001 Ph : (07) 3303 0680 Fax : (07) 3303 0681 Email : kschlobohm@dgrglobal.com.au

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