DGR GLOBAL LIMITED — AGM Information 2019

Oct 16, 2019

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DGR Global Limited ABN 67 052 354 837

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: 27 November 2019 Time of Meeting: 11:00am (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 27 November 2019 at 11:00am (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 Statement, Balance Sheet, Statements of Changes in Equity, Cash Flow Statement and the Notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2019.

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 2019 (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 CORPORATIONS 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 Ben Cleary 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 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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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 17 October 2019

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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 27 November 2019 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 2019 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 2019 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 2019 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 2019 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 2019 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.

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Resolution 2 ‐ Re‐election of Mr Ben Cleary as a Director

Mr Ben Cleary was appointed as a Non‐Executive Director of the Company on 25 October 2017 pursuant to an agreement entered between the Company and Tribeca Investment Partners. Accordingly, 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 arrangements with DGR Global. Tribeca was founded in 1998 in Sydney and currently manages around $3 billion. Prior to founding the Tribeca Global Natural Resources Fund, Ben 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.

My 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.

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

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Interpretation

ASIC means the Australian Securities and Investments Commission;

ASX means 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 27 November 2019;

Notice of Meeting means this Notice of Meeting convening the Meeting and 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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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 Email : kschlobohm@dgrglobal.com.au

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 25 November 2019 (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

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 27 November 2019 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 1. Remuneration Report 2. Re‐election of Ben Cleary Individual or Security holder 1 Sole Director and Secretary Contact Name	For Security holder 2 Director Contact Daytime Telephone	Against Abstain Security holder 3
		Director/Company Secretary
		Date

Contact Name Contact Daytime Telephone

_________ Email Address (Optional)

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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 25 November 2019, 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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