Draganfly Investments : 28.10.2016 – Notice of AGM

DRAGANFLY INVESTMENTS LIMITED NOTICE

ANNUAL GENERAL MEETING

23 November 2016 at 11.00am GMT

Notice is hereby given that the annual general meeting of the Company will be held at 26 Esplanade, St Helier, Jersey JE4 8PS, Channel Islands on 23 November 2016 at 11.00am GMT for the purpose of considering and, if thought fit, adopting the following resolutions relating to the ordinary business and the special business of the Company at the annual general meeting or any adjournment thereof:

ORDINARY RESOLUTIONS

1. THAT the following directors, who retire in accordance with Article 96 of the Articles of Association of the Company and who, being eligible, offer themselves for re-election, be re­ elected as directors of the Company:

T Edward G Bayman Lee De Ste Croix

1. THAT the Company's audited accounts for the period from 1st May 2015 to 30th April 2016 be adopted.

2. THAT no dividend be paid, the directors not having made any recommendation to do so.

4. THAT the appointment of RSM UK Audit LLP as auditor of the Company to hold office until the conclusion of the next annual general meeting be approved.

By Order of the Board of Directors:

as secretary of

DRAGANFLY INVESTMENTS LIMITED

Date: 2016

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy to attend and, on a poll, to vote in his/her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company.

2. An instrument for the purposes of appointing a proxy is enclosed. To be valid, the instrument and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be received at Computershare Investor Services PLC, The Proxy Team, The Pavilions, Bridgewater Road, Bristol, Bsgg 6ZY or at such other place as is specified for that purpose in the notice of meeting issued by the Company not later than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, before the time appointed for taking the poll and, in default, the instrument shall not be treated as valid.

3. Completion of the instrument appointing a proxy does not preclude a member from subsequently attending and voting at the meeting in person if he/she so wishes.

4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those members entered on the register of members of the Company as at close of business on the 21st November 2016 or, if the meeting is adjourned, as at close of business two days prior to the day fixed for the adjourned meeting shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business on the 21st November 2016 or, if the meeting is adjourned, on the register of members as at close of business two days prior to the day fixed for the adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting.

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   Draganfly Investments Limited lomputershare

   All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road,

   Bristol, BS99 6ZY

   Form of Proxy - Annual General Meeting to be held on 23 November 2016

   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 21 November 2016 at 11.00 am.

6. 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 isbeing appointed in relation to less than your full voting entitlement, 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. If returned 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 will exercise his discretion as to whether, and if so how, he votes).

7. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 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 instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

8. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

9. 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 becast thereat will be determined 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.

11. 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.co.uk/je to use the online Investor Centre service.

12. Any alterations made to this form should be initialled.

13. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated 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 does not comply with these conditions.

All Named Holders

136623_ 124201_RUN_ONS/000001/000001/SG151/li SG151

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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 23 November 2016 at 11.00 am, and at any adjourned meeting.

O

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Pleaseuse a black pen. Mark with an X

inside the box as shown in this example.

Vote

Ordinary Resolutions For Against Withheld

1. 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: T Edward G Bayman & Lee

   De Ste Croix.

2. THAT the Company's audited accounts for the period from 1st May 2015 to 30th April 2016 be adopted. D D D

3. THAT no dividend be paid, the directors not having made any recommendation to do so. D D D

4. 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

general meeting be approved.

I/We 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

I I

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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