Notice of General Meeting

NOM - FINAL.pdf
DroneShield Limited General MeetingDRO DROLF 03 Jun 2024 at 1:00 PM, Australian Eastern Standard Time (+10:00) Automic Group, Level 5, 126 Phillip St, Sydney NSW 2000

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 87,776,916 Shares on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 37,875,000 Shares on the terms and conditions set out in the Explanatory Statement.”

1. BACKGROUND TO RESOLUTIONS 1.1 Overview As announced on 18 April 2024 and 22 April 2024, the Company has launched an equity raising to fund the build-up of inventory to support its strong pipeline of high-quality customer opportunities and the scaling of the engineering team to accelerate development of in-house artificial intelligence (AI) and machine learning (ML) engines and capabilities for enhanced detection, identification and response of drone threats (Capital Raising). Placement The Capital Raising will predominately be undertaken by way of a fully underwritten placement of up to 125,651,916 Shares to sophisticated, professional and institutional investors at an issue price of $0.80 per Share to raise up to approximately $100 million (Placement), which will comprise of two tranches:
(a) the first tranche comprised the issue of 87,776,916 Shares (Tranche 1 Placement Shares) and was completed on 29 April 2024 pursuant to the Company’s existing placement capacity under Listing Rule 7.1 (ratification of which is sought pursuant to Resolution 1) (Tranche 1 Placement); and
(b) the second tranche will comprise the issue of 37,875,000 Shares (Tranche 2 Placement Shares) which are expected to be issued on or around 7 June 2024 subject to Shareholder approval being obtained under Resolution 2 (Tranche 2 Placement).

Share Purchase Plan Additionally, the Company is conducting a share purchase plan to raise an additional $5 million, with the ability to raise more or less subject to a maximum amount of $15 million (SPP). Under the SPP, eligible Shareholders may each apply for up to $30,000 of new Shares at an issue price of $0.80 (being the same issue price as the Placement). Further information in respect of the Capital Raising is set out in the ASX announcement and investor presentation released on 18 April 2024 and the subsequent ASX announcement released on 22 April 2024. Further information in relation to the SPP is available in the Offer Booklet which was dispatched to Shareholders on 22 April 2024.

I have the following options to make - for, against, abstain and discretionary.

I am leaning towards against for both resolutions - what's your stand?