DRAGANFLY INVESTMENTS LIMITED DRAGANFLY INVESTMENTS LIMITED NOTICE
ANNUAL GENERAL MEETING
27 Noven·1ber 2015 at 11.00am GMT
Notice is hemby given that the annual genersl meeting of the Company will be held at 26 Esplanade, St Helier, Jersey JE4 8PS, Channel Islands on 27 November 2015 at 11.00arn GMT for the purpose of considering and, if thought flt, adopting the following resolutions rel6lting to the ordinary business and the special businesr, of the Company at the annual general meeting or any adjournment thereof:
ORDINARY RESOLUTIONS
1. THAi the following directors, who rGlire in accordanca with Article 96 of the Articles of Association cf the Company and who, being eligilJle, offer themselves for re-election, be re elected as directors of the Company:
Dennis Edmonds
h
THAT the Company's audited accounts for the period from 1'1 May 2014 to 301
April 2015 be
adopted.
THAT no dividend be paid, I.he directors not having made any recommendation lo do so.
THAT the appointment of RSM UK Audit Ll.P as i:,uditor of the Company to hold office until the conclusion of the ne:,;t annual !1eneral meeting be approved.
SPECIAL RESOLUTIONS
5. To consider and, If thought f it, to pass the following resolution as a Special Resolutions :
'THAT pursuant to Article 5.4 of the Articles of Association, tho Directors be and are hereby generally and unconditionally empowered to allot Eind issue for cash Equity Securities of the Compsny (or options or v1arrants to acquire such shares) up to an aggregate amount of
£100,000 as if Article 5.3 of the Articles of Associ.i:tion (pre-emption rights) did not apply to any suci1 allotments and issuances provided that such power (unless renewed by the
Company in general meeting) shall expire on the earlier of the date of the next annual general meeting of the Company snd the date which is fifteen months after the date of passing this resolution.'
By Order of the Board of Dlrecto1-s:
----:,
---- c::::: ---
LIBURNA SECRETARIES LIMITED
as secretary of
ORAGANFl.Y INVESTMENTS LIMITO
Date: b. .... .:.. =-------------- 2015
Notes:
A member of the Company entitled to attend and vote at the meeting convened by the notice s t out above Is entitled to r ppolnt a proxy to ottfJnd and, on a poll, to vote in his/her place. A proxy mey deml'!nd, or join in demending, a poll. A proxy neoo not bf: a momber of th11 Company.
An instrument for tha purposes of appointing a proxy Is anclosed. To be valld, the Instrument and tha power of attorney or other s.uthority (if any) under which it is signed, er a notari:ally certified copy of :;uch !JOWer or authority, must be received at Computcm,hur;; Investor Services PLC, The Proxy Tecrn, The Pavilions, Bridgewater Road, Bristol, BS99 6ZY or at such other plaoo as is specified for that purpose In tha notice of meeting lssu d by the Comptmy not later than 48 hours t,C)fore the time appointed for holding the meeting or adjourned meeting at which!hill p::iraon ne.med in the instrument propose'.I to vote or, in tho ca!le of a poll, b fcre the time. appointed for ta!be treated a3 valid.
Completion of the lnetrument appointing a proxy docs not prccludu a member from sub. equ;Jntly attending and voting at the meeting in person if he/she so wishes.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be ;;ccepted to the exclusion of the votos of the other joint hold1,rs ;ind, for this purpose, seniority will ba determined by the order in which the names tand in the register of members in respect of the joint holding.
'
Pursul.lnt to Article 40 of the Companies (Uncertifieflted Soouritl-:: s) (Jersey) Order 1999, the Company specifies that only lhoso members enterad on tho registar of membars of the Company as :,1t close of business on tho 251 Novemb.:,r 2015 or, If the meeting is adjourned, as at close of business two days prior to the day fixed for the adjoi:rned meeting shall be entitled to attend and vote at the meeting in re psct of the number of shores registered in their name at that time.
Changes to entries on tile register of members after close of buziness on the 25th November 2015 or, if the meeting is adjourned, on th r$gi!iter of memblllrs as at r.los11 of 1:lusin;1ntwo days prior to the day fixed for the adjourned meeting sh II be disragarded in dstermining thi. rights of any person to attend or vott at the meeting.
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Draganfly Investments Limited (.omputershareAll Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road,
Bristol, 8599 6ZY
Form of Proxy - Annual General Meeting to be held on 27 November 2015
Explanatory Notes:
To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol 8599 6ZY by 25 November 2015 at 11.00 am.
Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder inthe space provided (see reverse). Ifthe proxy is beingappointed in relation to less than your full voting en@ement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Ifreturned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy wi!I exercise his discretion as to whether, and if so how, he votes).
To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 7074040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instructlcn is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Wlthheld' is not a vote in law and will not be counted in the calculation of the proportion of the vc!es 'For' and 'Against' a resolt.1ion.
Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may becastthereatwill bedetermined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting.Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.eo .uk/je to use the online Investor Centre service.
Any alterations made to this form should be initialled.
The completion and return of this form will not preclude a member from attending the meeting and voting in person.
For the appointment of more than one proxy, please rater to Explanatory Note 2 (see front).
THAT the following directors, who retire in accordance with Article 96 of the Articles of Association of the Company and D D D
who, being eligible, offer themselves for re-election, be re-elected as directors of the Company: Dennis Edmonds.
THAT the Company's audited accounts for the period 1st May 2014 to 30th April 2015 be adopted. D D D
THAT no dividend be paid, the directors not having made any recommendation to do so. D D D
THAT the appointment of RSM UK Audit LLP as auditor of the Company to hold office until the conclusion of the next annual D D D
meeting be approved.
D D D
Special Resolution ---------------------------------------
THAT pursuant to Article 5.4 of the Articles of Association, the Directors be and are hereby generally and unconditionally empowered to allot and issue for cash Equity Securities of the Company.
H 7 2 1 0 6 D F I J -L
Kindly NGte: This form is issued only to the addressee(s) and is specific to the unique designalfd account printed hereon. This personalised form is not transferable between different: [i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that doe$ net comply with these conditions.
All Nant9d Holders
12S0.¢1_ 105932_ :lULCN/OCOC01IOOCC01/SG151i,1
+
Form of Proxy
Please complete this box only If you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement• on my/our behalf at the Annual General Meeting of Draganfly Investments Limited to be held at 26 Esplanade, St Helier, Jersey JE4 BPS
on 27 November 2015 at 11.DO am, and at any adjourned meeting.
D [!)
Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Please use a black pen. Marll with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld
INve instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date
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In the case of a corporation, this proxy must be given under its
common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary) .
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