MULTISTACK INTERNATIONAL LIMITED — AGM Information 2021

Oct 17, 2021

Multistack International Limited

ACN 007 254 346

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the members of Multistack International Limited will be held:

• on Wednesday , 17 November 2021 at 2.00 pm (Melbourne time)

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by the online videoconferencing platform Zoom:

https://us06web.zoom.us/meeting/register/tZ0kcO-gqjstHN2zVYYtK_ydmCkUGg4jIa3X

for the purpose of transacting the business set out in the following Notice of Meeting.

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, please complete the Proxy Form enclosed with this document in accordance with the instructions set out on it.

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MULTISTACK INTERNATIONAL LIMITED

ABN 54 007 254 346

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of Multistack International Limited will be held on Wednesday, 17 November 2021 at 2.00 pm (Melbourne time).

The health and wellbeing of our stakeholders is very important to us. The Company is continuing to closely monitor the impact of the COVID-19 pandemic in Australia and observing guidance from the Federal and State Governments. As a result of these extraordinary circumstances and in the interests of public health and safety, and due to the ongoing uncertainty of the COVID-19 pandemic and the potential for restrictions on gathering and travel to occur, the upcoming General Meeting will be held virtually via the online videoconferencing platform Zoom. There will not be a physical meeting.

It is important that you have the opportunity to participate in the Meeting and communicate your views to us. As detailed further in the Explanatory Statement accompanying this Notice of Meeting, the Company encourages all Shareholders to participate remotely in the Meeting by any of the following means:

1. joining the live Meeting hosted via Zoom, which will allow Shareholders and proxyholders to view and listen to the Meeting, as well as cast direct votes and submit written questions (subject to the connectivity of their device). We will do our utmost to ensure that Shareholders are able to ask questions and make comments during the Meeting. Shareholders who wish to participate in the virtual Meeting may do so via Zoom and must register to participate in the Meeting via Zoom no later than 5.00 pm on Monday, 15 November 2021 (Melbourne time);

2. submitting written questions ahead of the Meeting by emailing those questions to yan@multistack.com.au by no later than 5.00 pm on Monday, 15 November 2021 (Melbourne time); and/or

3. lodging a directed proxy in advance of the Meeting by completing the proxy form enclosed with this Notice of Meeting by no later than 2.00 pm on Monday, 15 November 2021 (Melbourne time).

The business to be considered at the Annual General Meeting is set out below. Information on the Resolutions to be considered by members is contained in the Explanatory Statement which accompanies this Notice of Meeting. The Explanatory Statement should be read in conjunction with this Notice of Meeting.

Business

1. RESOLUTION 1 - Approval of the placement of 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 ASX Listing Rule 7.1 and for all other purpose, Shareholders approve the issue and allotment of 7,155,000 Shares to Jin Qiao (Hong Kong) Investment Development Co. Ltd. on the terms and conditions described in the Explanatory Statement accompanying this Notice of Meeting.'

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1. RESOLUTION 2 – Ratification of prior issue of 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 ASX Listing Rule 7.4 and for all other purposes, the issue of 16,845,000 Shares without Shareholder approval under ASX Listing Rule 7.l on or about 8 October 2021 to Jin Qiao (Hong Kong) Investment Development Co. Ltd, as outlined in the Explanatory Statement accompanying this Notice of Meeting, is approved and ratified.'

Voting Exclusions:

Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of Jin Qiao (Hong Kong) Investment Development Co. Ltd or any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any associates of any of those persons.

Resolution 2

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Jin Qiao (Hong Kong) Investment Development Co. Ltd or any person that has or will obtain a material benefit as a result of the issue of shares on or about 8 October 2021 to Jin Qiao (Hong Kong) Investment Development Co. Ltd (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any associates of any of those persons.

However, the above voting exclusions do not apply to a vote cast in favour of either Resolution 1 or 2 by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to vote in that way.

By Order of the Board

Yan Wong

Company Secretary 18 October 2021

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Notes to the Notice of General Meeting

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Meeting.

Voting

Each Shareholder has one vote for each Share held by that Shareholder, subject to any voting exclusions described below. The vote on each Resolution will be conducted by poll facilitated by Zoom and the results communicated to Shareholders by announcement as soon as practicable after they are known.

Entitlement to Vote

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations) that, for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (Melbourne time) on Monday, 15 November 2021. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting by Proxy

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting. Broadly:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chairman, who must vote the proxies as directed.

You should seek professional advice if you need any further information on this issue.

In accordance with section 249L of the Corporations Act, members are advised of the following:

• a Shareholder entitled to attend and vote has a right to appoint a proxy to attend the virtual Meeting and vote instead of the Shareholder. A proxy need not be a Shareholder and can be either an individual or a representative of a body corporate;

• a Shareholder that is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes; and

• if an appointed proxy is not also the Chairman, the proxy need not vote on a poll. However if the proxy does vote on a poll, the proxy must vote as directed by the Shareholder. If the proxy holder does not vote, the proxy appointment defaults to the Chairman to vote as directed. If the appointed proxy is the Chairman, the proxy must vote in the manner directed by the Shareholder.

A Proxy Form accompanies this Notice and to be effective must be received at least 48 hours before the appointed time of the Meeting (i.e. by no later than 2.00 pm (Melbourne time) on Monday, 15 November 2021) at the Company’s share registry:

By Post Multistack International Limited PO Box 195, Moorabbin, Victoria 3189

By Hand 17 Friars Road, Moorabbin, Victoria 3189 or electronically yan@multistack.com.au (email) +61 3 8586 8201 (Facsimile)

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of both Resolutions 1 and 2.

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Voting by Attorney

A Shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or at the Company’s corporate registry listed above, at least 48 hours before the Meeting (i.e. before 2.00 pm (Melbourne time) on Monday, 15 November 2021).

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

Scrutineer

If required, the Company’s lawyer, Minter Ellison, will act as scrutineer for all polls taken at the Meeting.

Participating in the virtual Meeting

Shareholders who wish to participate in the virtual meeting may do so via Zoom and must register to participate in the Meeting via Zoom no later than 5.00 pm on Monday, 15 November 2021 (Melbourne time). To register, please enter the following URL in your web browser:

Topic: Multistack EGM November 2021

Time: Wednesday, 17 November 2021 2.00 pm Australia/Melbourne

• https://us06web.zoom.us/meeting/register/tZ0kcO gqjstHN2zVYYtK_ydmCkUGg4jIa3X

Meeting ID: 899 7684 0769

Registration will require Shareholders to provide their first name, last name, contact email, address, entity name (if the Shareholder is a body corporate) and the registered details of the Shareholder's shareholding or, if the registrant is a proxyholder, the name of the Shareholder who has appointed the proxyholder. Once your registration is approved by the Company, your Zoom connection details will sent to the registered email provided at the time of registration.

Participating in the Meeting via Zoom enables Shareholders to view and listen to the Meeting live, as well as cast direct votes and submit questions during the Meeting via the Zoom chat function.

If you experience any issues registering for or accessing the Meeting via Zoom, please email yan@multistack.com.au (or, on the date of the Meeting, ni@multistack.com.au).

Questions at the Meeting

Please note that only Shareholders may ask questions online at the Meeting. Shareholders are strongly encouraged to lodge written questions prior to the Meeting. All questions should be submitted:

1. by email to the Company Secretary by 5.00 pm on Monday, 15 November 2021 at yan@multistack.com.au; or

2. via the Zoom chat function during the course of the Meeting.

The Chairman will endeavour to address as many of the frequently raised relevant questions as possible during the course of the Meeting. However, there may not be sufficient time available at the Meeting to address all of the questions asked. Please note that individual responses will not be sent to Shareholders.

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EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement forms part of the Notice of Meeting and has been prepared to provide Shareholders of the Company with sufficient information to consider the Resolutions contained in the accompanying Notice of General Meeting to be held virtually on Wednesday, 17 November 2021 commencing at 2.00 pm (Melbourne time).

The Board recommends that Shareholders read this Explanatory Statement carefully and in its entirety (as individual sections may not give a comprehensive review of the proposals contemplated in them) before making any decision in relation to the Resolutions (and voting on the Resolutions).

Capitalised terms in this Explanatory Statement are defined in the Glossary at the end of this Explanatory Statement.

If you are in doubt about what to do in relation to the Resolutions set out in the Notice of Meeting, you should consult your financial or other professional adviser.

2. Background

In 2020, the Company acquired the ORC technology, which technology it viewed as complementary to its existing modular chiller business and in a space which provided significant opportunity for future growth. In the first half of this year, the Company has concentrated on developing its plans to utilise its ORC technology. The first major opportunity for doing so is in respect of a number of early stage geothermal power projects, particularly in northern Australia, where that technology is expected to offer multiple cost and operational benefits.

A major constraint on the Company's ability to pursue these geothermal power projects is the Company's lack of working capital. To assist the Company in taking advantage of the opportunities now available to it, on 8 October 2021, the Company executed an agreement with Jin Qiao (Hong Kong) Investment Development Co. Ltd. ( Jin Qiao ) pursuant to which Jin Qiao agreed to subscribe for a total of 24,000,000 ordinary shares in the capital of the Company (Subscription Shares) at an issue price of A$0.05 per share (Placement).

When completed, assuming Resolution 1 is approved at the forthcoming Meeting, the Placement will raise a total of A$1.2 million (before costs) in working capital for the Company. The costs of the issue, which relate to professional and other costs associated with preparation / drafting of the subscription agreement and general meeting documents, are expected to be less than A$10,000. There are no introduction or broking fees associated with the placement of the Subscription Shares.

Jin Qiao has agreed with the Company that it will not sell or transfer or make any offer for sale or transfer of all or any of the Subscription Shares for a period of 24 months after the completion of the placement of the Subscription Shares.

There were no material terms of the subscription agreement with Jin Qiao other than the terms noted above (i.e. Jin Qiao's agreement to subscribe for the Subscription Shares (at A$0.05 per share) in two tranches).

Jin Qiao was founded and registered in May 2019 in the Hong Kong Special Administrative Region of the People's Republic of China. It is committed to investing in new industrial enterprises that are high-tech orientated with broad prospects for development, particularly in the Asia and China market. Multistack’s ORC power generation system is in line with the direction of its investment. Jin Qiao is not presently a shareholder of the Company and is independent of any and all related / associated parties of the Company.

The working capital is being raised specifically for the purpose of furthering the Company's plans to exploit the ORC technology in the development of geothermal power generation projects, particularly in northern Australia.

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The capital raise was announced to the ASX on 7 October 2021.

The Placement consists of two tranches:

• Tranche 1 (which was completed on 8 October 2021) involving the issue of 16,845,000 Subscription Shares at an issue price of A$0.05 per share, utilising the Company's available capacity to issue new capital under Listing Rules 7.1; and

• Tranche 2 involves the issue of the balance (7,155,000) of the Subscription Shares at the same issue price of A$0.05 per share.

In aggregate, the issue of the Subscription Shares will raise a total of A$1,200,000 (before costs).

The issue of the Subscription Shares comprising Tranche 2 is subject to Shareholder approval under ASX Listing Rule 7.1. Resolution 1 is to be put to the Shareholders for the purpose of obtaining this approval.

As the issue of the Subscription Shares comprising Tranche 1 utilised the full capacity of the Company (under ASX Listing Rule 7.1) to issue new equity capital without first obtaining Shareholder approval, Resolution 2 is to being put to the Shareholders for the purpose of ratifying the issue of those Subscription Shares under ASX Listing Rule 7.4 such that, if Shareholder approval of Resolution 2 is also obtained, the Company will again have the capacity to issue new equity up to the maximum cap of 15% in any 12 month period (as permitted by ASX Listing Rule 7.1).

3. Resolution 1: Approval of the issue of the Subscription Shares comprising Tranche 2

ASX Listing Rule 7.1 prohibits an entity from issuing equity securities in any 12 month period which amount to more than 15% of its issued capital. An issue in excess of the 15% limit can be made with the approval of the shareholders.

Following the issue of the Subscription Shares constituting Tranche 1, the Company has very little remaining capacity under ASX Listing Rule 7.1 to issue further Shares. Accordingly, Resolution 1 seeks Shareholder approval for the issue of the Subscription Shares comprising Tranche 2 to Jin Qiao.

ASX Listing Rule 7.3 requires the following information to be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.1.

The 7,155,000 Subscription Shares constituting Tranche 2 are fully paid ordinary shares in the capital of the Company to be issued at an issue price of A$0.05 per share. The issue of these Shares, if approved by the Shareholders, will raise a further A$357,750.

The Tranche 2 Shares will be issued to Jin Qiao without a disclosure document under Section 708 of the Corporations Act under the 'sophisticated / wholesale investor' exemption category.

The Subscription Shares under Tranche 2 will be issued no later than one month after the General Meeting of the Company's shareholders and will rank equally with the Company's existing fully paid ordinary shares.

It is noted that, if the Subscription Shares constituting Tranche 2 are approved for issue, Jin Qiao's shareholding interest in the Company would increase to approximately 17.6% voting power in the Company (assuming no other Shares are issued and no other Shares are acquired by Jin Qiao). Despite the issue of the Subscription Shares, the Company will continue to be controlled by entities associated with two Directors, Stephen Leung and S W Yan. It is not expected that Jin Qiao will seek representation on the Board.

The aggregate of A$1,200,000 to be raised from the issue of the Subscription Shares (if the Tranche 2 Subscription Shares are approved for issue) will be used to advance the Company's commercialisation of its ORC technology and the development of its geothermal power projects in northern Australia, to pay the costs of the issue and for general working capital purposes.

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A voting exclusion statement for Resolution 1 is set out in the Notice of Meeting.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. If Resolution 1 is approved, subject to payment of the subscription moneys, the Company will be authorised to issue the Tranche 2 Subscription Shares (7,155,000 shares) to Jin Qiao. If Resolution 1 is not approved by the Shareholders, the issue of the Tranche 2 Subscription Shares will not proceed (and the Company will not receive that tranche of the subscription moneys).

The Chairman intends to vote available undirected proxies (where he has been appropriately authorised) in favour of Resolution 1.

4. Resolution 2: Ratification of the issue of the Subscription Shares comprising Tranche 1

ASX Listing Rule 7.1 provides that a listed company may only issue or agree to issue up to 15% of the company's ordinary issued capital in any 12 month period, unless shareholder approval is obtained (subject to certain exceptions).

On 8 October 2021, the Company issued 16,845,000 Shares (comprising Tranche 1 of the Subscription Shares) at an issue price of A$0.05 per share to Jin Qiao without Shareholder approval using the Company's 15% capacity available under Listing Rule 7.1.

Where an issue of equity securities is made without shareholder approval using the Company's 15% capacity available under ASX Listing Rule 7.1, ASX Listing Rule 7.4 permits a listed company to treat such issue as having been made with shareholder approval for the purpose of ASX Listing Rule 7.1 if the issue, when made, did not breach that Rule and is subsequently approved by the shareholders.

Resolution 2 therefore seeks subsequent Shareholder approval (ratification) of the issue of Tranche 1 of the Subscription Shares pursuant to ASX Listing Rule 7.4. If such approval is given (i.e. Resolution 2 is approved), then, together with approval of Resolution 1 relating to Tranche 2 of the Subscription Shares, the Company will again be entitled under ASX Listing Rule 7.1 to issue up to 15% of its ordinary issued capital in the next 12 months without Shareholder approval. In practical effect, the Company's placement capacity under ASX Listing Rule 7.1 will be fully reinstated.

If Resolution 2 is not approved by the Shareholders, given that the Company's placement capacity under ASX Listing Rule 7.1 would not be renewed, the Company would have minimal capacity only to issue further equity securities without shareholder approval in the next 12 months. In those circumstances, the Company may not be able to make use of (or gain full advantage from) opportunities that might otherwise be available to it for the raising of new capital.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4.

The 16,845,000 Subscription Shares constituting Tranche 1 are fully paid ordinary shares. These Shares were issued to Jin Qiao at an issue price of A$0.05 per share on 8 October 2021.

As noted earlier in this Explanatory Statement, the issue of the Tranche 1 Subscription Shares raised A$842,250. When aggregated with the moneys raised from the issue of the Tranche 2 Subscription Shares (assuming Resolution 1 is approved), the funds will be used to advance the Company's commercialisation of its ORC technology and the development of its geothermal power projects in northern Australia, to pay the costs of the Placement and for general working capital purposes.

The Subscription Shares (issued as part of Tranche 1 and Tranche 2) rank equally with the Company's existing fully paid ordinary shares.

A voting exclusion statement for Resolution 2 is set out in the Notice of Meeting.

The Directors unanimously recommend that shareholders vote in favour of Resolution 2. The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of Resolution 2.

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GLOSSARY

In this Explanatory Statement and the Notice of Meeting:

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Company means Multistack International Limited ACN 007 254 346.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meaning and the Explanatory Statement accompanying the Notice and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice and Resolution means either one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Subscription Shares means the total of 24,000,000 Shares agreed to be subscribed for (in two tranches) by Jin Qiao at A$0.05 per share.

Tranche 1 and Tranche 2 respectively mean the two Share issues by the Company which, together, constitute the issue of the Subscription Shares, with Tranche 1 involving the issue of 16,845,000 Subscription Shares and Tranche 2 involving the issue of 7,155,000 Subscription Shares respectively.

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FORM OF PROXY

The Secretary Multistack International Limited 17 Friars Road Moorabbin, Victoria, 3189

(please print)

(please print)

being a member(s) of Multistack International Limited appoint:

Address of Proxy __________

or, in his/her absence, the Chairman as my/our proxy to vote on my/our behalf at the General Meeting of Multistack International Limited to be held on 17 November 2021 and at any adjournment of that meeting.

If you have appointed two proxies you may specify what proportion of your voting rights each proxy is to represent.

Directing your Proxy

Please indicate with an ‘X’ how you wish your vote to be cast. The Chairman intends to vote undirected proxies in favour of both Resolutions 1 and 2. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chairman to vote in accordance with the Chairman’s voting intention.

The resolutions are numbered as in the notice of meeting.

Resolution Number	FOR	AGAINST	ABSTAIN
1
2

This proxy must be signed by each member (or the member’s attorney) to which this proxy relates. Proxies given by a company must be signed by a duly authorised officer or attorney.

Dated: _____

SIGNATURE(S) of members NAME please print

Proxies must be received by the Company not less than forty eight hours before the time appointed for the holding of the meeting.

Proxies can be received by the company at either PO Box 195 Moorabbin, Victoria 3189 or 17 Friars Road, Moorabbin, Victoria 3189 or by fax at (03) 8586 8201 or by email yan@multistack.com.au.

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