Delta Drone International : Letter to Shareholders & Notice of AGM & Proxy Form

ASX ANNOUNCEMENT

29 April 2022

Dear Shareholder

Annual General Meeting

The Company's Annual General Meeting is schedule to be held on Tuesday, 31May 2022 at 2.00pm (WST) (Meeting).

By virtue of the Corporations Amendment (Meetings and Documents) Act 2021, the Company will not be sending hard copies of the Notice of Meeting to shareholders. The Notice of Meeting can be viewed and downloaded from the Company's website athttps://www.dlti.com.au/resource/asx-announcements/.

Please refer to the Proxy Form enclosed for instructions on how to lodge your proxy votes and refer to the Notice of Meeting for details on how to access the online meeting platform and how to participate in the virtual Meeting.

Alternatively, a complete copy of the important Meeting documents has been posted on the Company's ASX market announcements page.

Shareholders who have a nominated email address and have elected to receive electronic communications from the Company, will receive an email to the nominated email address with a link to an electronic copy of the important Meeting documents.

If you are unable to access any of the important Meeting documents online and would like to receive a hard copy, please contact the Company Secretary, Stephen Buckley, on [phone] or via email [e-mail].

In order to receive electronic communications from the Company in the future, please update your Shareholder details online athttps://investor.automic.com.au/#/homeand log in with your unique shareholder identification number and postcode (or country for overseas residents). Once logged in you can also lodge your proxy vote online by clicking on the "Meetings" tab.

Sincerely

Stephen Buckley

Company Secretary

-ENDS-

This announcement has been authorised for release by the Board of Delta Drone International Limited.

Delta Drone International Limited | ABN 17 618 678 701

T [phone] | A: 75 Thomas Street, Subiaco WA 6008

About Delta Drone International

Delta Drone International is a multi-national drone-based data service and technology solutions provider for the mining, agricultural and engineering industries. It provides aerial surveying and mapping, security and surveillance, and blast monitoring and fragment analysis through a fully-outsourced service with AI and fast data turnaround that allows enterprise customers to focus on operations on the ground while Delta Drone International takes care of everything in the air.

www.dlti.com.au

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DELTA DRONE INTERNATIONAL LIMITED ACN 618 678 701

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:

2.00pm (WST)

DATE:

31 May 2022

PLACE:

By Virtual Meeting Facility

The Company is pleased to provide Shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where Shareholders will be able to watch, listen, and vote online.

Details on how to access the virtual Meeting are set out in this Notice.

For the purpose of Section 249RA of the Corporations Act, the place at which the Meeting of the Company is held is taken to be:

75 Thomas Street, Subiaco WA 6008.

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2.00pm WST on Sunday, 29 May 2022.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the Shareholders of Delta Drone International Limited (the Company) will be held through the Virtual Meeting Facility on Tuesday, 31 May 2022 commencing at 2.00pm WST (the Meeting).

Through the Virtual Meeting Facility, Shareholders will be able to participate in the meeting by listening, asking questions and voting on the resolutions. Shareholders are strongly encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on page 6 of this Notice to ensure their votes are counted. Further information on how to participate and vote during the Meeting via the Virtual Meeting Facility is set out on page 7 of this Notice.

The Explanatory Memorandum that accompanies this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

Should circumstances further change between the date of this Notice of Meeting and the proposed time of the Meeting, the Directors will further update Shareholders with the proposed next steps.

BUSINESS OF THE MEETING

AGENDA

• 1. FINANCIAL STATEMENTS AND REPORTS

  To receive and consider the annual financial report of the Company for the financial year ended 31 December 2021 together with the declaration of the directors, the Directors' Report, the Remuneration Report and the auditor's report.

• 2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution:

  "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 December 2021."

  Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

  A voting prohibition statement applies to this Resolution. Please see below.

• 3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - NICOLAS CLERC

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That Nicolas Clerc, being a Director of the Company, who retires by rotation in accordance with clause 14.2 of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company."

• 4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - CLIVE DONNER

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, Clive Donner, being a Director of the Company, who retires in accordance with clause 14.4 of the Company's Constitution, and being eligible,offers himself for re-election, be re-elected as a Director of the Company in

accordance with ASX Listing Rule 14.4 and clauses 14.3 and 14.4 of the

Company's Constitution."

• 5. RESOLUTION 4 - APPROVAL OF 7.1A MANDATE

  To consider and, if thought fit, to pass the following resolution as a special resolution:

  "That, for the purposes of ASX Listing Rule 7.1A and for all other purposes,

  approval is given for the Company to issue up to that number of Equity Securities

  equal to 10% of the issued capital of the Company at the time of issue,

  calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2

  and otherwise on the terms and conditions set out in the Explanatory

  Statement."

  A voting exclusion statement applies to this Resolution. Please see below.

• 6. RESOLUTION 5 - APPROVAL OF SOUTH AFRICAN EMPLOYEE INCENTIVE PLAN

  To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

  "That, for the purposes of ASX Listing Rule 7.2, Exception 13(b) and for all other

  purposes, approval is given for the Company to issue up to a maximum of

  15,000,000 securities under the Delta Drone South African Employee Incentive

  Plan as an exception to ASX Listing Rule 7.1, as set out in the Explanatory

  Statement."

  A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

• 7. RESOLUTION 6 - ISSUE OF PERFORMANCE RIGHTS TO CHRISTOPHER CLARK AS A DIRECTOR

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,

  approval is given for the Company to issue 8,000,000 Performance Rights to

  Christopher Clark, on the terms and conditions set out in the Explanatory

  Statement."

  A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

• 8. RESOLUTION 7 - ISSUE OF PERFORMANCE RIGHTS TO EDEN ATTIAS AS A DIRECTOR

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,

  approval is given for the Company to issue 2,500,000 Performance Rights to

  Eden Attias, on the terms and conditions set out in the Explanatory Statement."

  A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

• 9. RESOLUTION 8 - ISSUE OF PERFORMANCE RIGHTS TO CLIVE DONNER AS A DIRECTOR

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,

approval is given for the Company to issue 1,500,000 Performance Rights to Clive

Donner, on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.