MULTISTACK INTERNATIONAL LIMITED

ABN 54 007 254 346

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the thirty-first Annual General Meeting of the Shareholders of Multistack International Limited will be held on Wednesday, 26 May 2021 at 2:00pm (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 Company's 2021Annual 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 Memorandum accompanying this Notice of Meeting, the Company encourages all Shareholders to participate remotely in the Meeting by any of the following means:

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 2:00pm on Monday, 24 May 2021 (Melbourne time);
submitting written questions ahead of the Meeting by emailing those questions to [email protected] by no later than 2:00pm on Wednesday, 19 May 2021 (Melbourne time); and/or
lodging a directed proxy in advance of the Meeting by completing the proxy form enclosed with this Notice of Meeting by no later than 2:00pm on Monday, 24 May 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 Memorandum which accompanies this Notice of Meeting. The Explanatory Memorandum should be read in conjunction with this Notice of Meeting.

Business

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2020 together with the Directors’ declaration, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

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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 resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopt the Remuneration Report contained in the Company’s Annual Report for the financial year ended 31 December 2020.”

Voting Exclusion: Refer to Section 3.4 of the Explanatory Memorandum for details of the voting exclusions.

3. RESOLUTION 2 – RE-ELECTION OF MR S W YAN AS A DIRECTOR

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

“That Mr S W Yan, who retires by rotation in accordance with Article 57 of the Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.”

4. RESOLUTION 3 – RE-ELECTION OF MS NI CHAN AS A DIRECTOR

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

“That Ms Ni Chan, who retires by rotation in accordance with Article 57 of the Constitution and, being eligible, offers herself for re-election, be re-elected as a director of the Company.”

5. RESOLUTION 4 – SPILL RESOLUTION

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Renumeration Report, the Chairman will withdraw Resolution 4.

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

"That, subject to and conditional on at least 25% of the votes cast on the resolution proposed in Resolution 1 (Adoption of Remuneration Report) being cast against the adoption of the Remuneration Report:

(a) an extraordinary general meeting of the Company ( Spill Meeting ) be held within 90 day after the passing of this Resolution;
(b) all of the Directors of the Company in office at the time when the Board resolution to make the Directors' Report for the financial year ended 31 December 2020 was passed, and who remain Directors at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of Shareholders at the Spill Meeting. "

Voting Exclusion: Refer to Section 6.2 of the Explanatory Memorandum for details of the voting exclusions.

By Order of the Board

Yan Wong Company Secretary 26 April 2021

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Notice of Annual General Meeting

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

Voting

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, 24 May 2021. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Each Shareholder has one vote for each Share held by that Shareholder, subject to any voting exclusions described below.

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 2:00pm (Melbourne time) on Monday, 24 May 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 [email protected] (email) +61 3 8586 8201 (Facsimile)

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The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of Resolutions 1 to 3 and against Resolution 4.

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 2:00pm (Melbourne time) on Monday, 24 May 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 auditor will act as scrutineer for any polls that may be required 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 2:00pm on Monday, 24 May 2021 (Melbourne time). To register, please enter the following URL in your web browser:

Topic: Multistack AGM 2021 Time: May 26, 2021 02:00 PM Australia/Melbourne

https://zoom.us/meeting/register/tJIpc--trz8uH9cR5HUGwhJ7h-apgVRFVuw0

Meeting ID: 964 4651 4453

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 [email protected] (or, on the date of the Meeting, [email protected]).

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:

by email to the Company Secretary by 2:00pm on Wednesday, 19 May 2021 at [email protected]; or
via the Zoom chat function during the course of the Meeting.

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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.

Voting exclusion statement – Resolutions 1 Remuneration Report and 4 Spill Resolution

The Company will disregard any votes cast on Resolutions 1 and 4 by:

a member of the Company's key management personnel ( KMP ) or a closely related party of a KMP;
persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and
any associate of a KMP or of any persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

However, a vote may be cast by such a person if:

the vote is cast by that person as a proxy in accordance with a direction by the shareholder as to how that person is to vote on the Resolution; and
the shareholder who directed that person how to vote is entitled to vote on the Resolution (e.g. the shareholder is not a KMP or a closely related party of a KMP),

the voter is the Chairman and the appointment of the Chairman as proxy (by a shareholder who is entitled to vote on the Resolution) does not specify the way the proxy is to vote on the Resolution; and
the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP.

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EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum forms part of this 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 Annual General Meeting of the Company to be held virtually on Wednesday, 26 May 2021 commencing at 2:00pm (Melbourne time).

The Board recommends that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

2. Consider the Company's 2020 Annual Report

The Corporations Act requires the Financial Statements, Directors’ Report and Auditor’s Report of the Company for the year ended 31 December 2020 to be tabled at the Annual General Meeting. Shareholders will be given an opportunity to ask questions of the Directors and the Company’s Auditors in relation to the accounts of the Company at the Annual General Meeting.

3. Resolution 1: Remuneration Report

3.1 Renumeration Report for the financial year ending 31 December 2019

At the 2020 Annual General Meeting, the Company received 43.12% votes for and 56.88% votes against its Renumeration Report for the financial year ending 31 December 2019, resulting in a "First Strike" being recorded.

3.2 Renumeration Report for the financial year ending 31 December 2020

The 2020 Annual Report for the year ended 31 December 2020 contains a Remuneration Report that sets out the details of the remuneration for all Directors and Executives during the financial year. In addition, it describes the Board's remuneration policy.

A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chairman to the Shareholders at the Annual General Meeting. In addition, Shareholders will be asked to vote on the Remuneration Report. The Board submits the Remuneration Report to Shareholders for their consideration and adoption by way of a non-binding resolution as required by the Corporations Act.

The resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company's Remuneration policies.

The Board recommends that all Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

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

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3.3 Corporations Act requirements

The company is required to put to its Shareholders a resolution proposing the calling of a another meeting of Shareholders to consider the appointment of Directors of the Company ( Spill Resolution ) if, at consecutive Annual General Meetings, at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report and at the first of those Annual General Meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of the Annual General Meetings.

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the Extraordinary General Meeting ( Spill Meeting ) within 90 days of the second Annual General Meeting.

All of the Directors who were in office when the Company's Directors' Report (as included in the Company's Annual Report for the financial year immediately before the second Annual General Meeting) was approved, other than any Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Director is approved will be the Directors of the Company.

The FY2020 Remuneration Report sets out the Company's remuneration arrangements for Directors and Key Management Personnel. The Remuneration Report is part of the Directors' Report contained in the FY2020 Annual Report.

3.4 Voting Restrictions

The Company will disregard any votes cast on Resolution 1 by a member of the Key Management or a Closely Related Party of such a member. However, these persons may cast a vote on Resolution 1 if:

(a) the person does so as a proxy;
(b) the vote is not cast on behalf of a member of the Key Management Personnel or a Closely Related Party of such a member; and
(c) either:
(i) the person is appointed as a proxy by writing that specifies the way the proxy is vote on the resolution; or
(ii) the proxy is the Chairman and the appointment of the Chairman as proxy:
- (A) does not specify the way the proxy is to vote on the resolution; and
- (B) expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management.

4. Resolution 2: Re-election of Director – Mr S W Yan

Pursuant to Article 57 of the Constitution, retiring director, Mr S W Yan, being eligible to do so, has offered himself for re-election. Mr. Yan, an executive director of the Company, was last elected by Shareholders at the Company's annual general meeting held on 14 May 2018.

This Resolution seeks Shareholder approval of the re-election of Mr. Yan.

A brief curriculum vitae of Mr. Yan is set out in the Company's 2020 Annual Report.

The Board (excluding Mr. Yan, who abstained from making a recommendation) recommends supporting the re-election of Mr Yan and recommends that Shareholders vote in favour of Resolution 2.

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

5. Resolution 3: Re-election of Director – Ms Ni Chan

Pursuant to Article 57 of the Constitution, retiring director, Ms N Chan, being eligible to do so, has offered herself for re-election. Ms. Chan, an executive director of the Company, was last elected by Shareholders at the Company's annual general meeting held on 14 May 2018.

This Resolution seeks Shareholder approval of the re-election of Ms. Chan.

A brief curriculum vitae of Ms. Chan is set out in the Company's 2020 Annual Report.

The Board (excluding Ms. Chan, who abstained from making a recommendation) recommends supporting the re-election of Ms Chan and recommends that Shareholders vote in favour of Resolution 3.

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

6. Resolution 4: Spill Resolution

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chairman will withdraw Resolution 4.

6.1 General

The Corporations Act requirements for this Resolution to be put to vote are set out in Section 3.3.

The effect of this Resolution being passed is the Company will be required to hold another meeting of Shareholders within 90 days of the date of this Meeting ( Spill Meeting ) and all of the Directors who were in office when the Company's Directors' Report (as included in the Company's Annual Report for the financial year immediately before the second Annual General Meeting) was approved, other than any Managing Director of the Company will cease to hold office immediately before the end of the Spill Meeting. The business of the Spill Meeting will be put to vote resolutions to appoint persons to vacated offices.

In the event a Spill Meeting is required a separate notice of meeting will be distributed to Shareholders with details about those persons that will seek election as directors of the Company at the Spill Meeting.

The Board recommends that Shareholders vote against Resolution 4.

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) against this Resolution.

6.2 Voting Restrictions

The voting restrictions as set out in Section 3.4 applies in the same manner to this Resolution.

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GLOSSARY

Annual General Meeting, AGM or Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Closely Related Party has the meaning as defined in section 9 of the Corporations Act. Company means Multistack International Limited ACN 007 254 346.

Constitution means the Company’s Constitution as at the date of this Notice of Meeting or the Company's proposed Constitution, as the context requires.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth) made under the Corporations Act.

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Key Management Personnel or KMP has the meaning as defined in section 9 of the Corporations Act.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meaning and the explanatory memorandum accompanying the Notice and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Company’s 2020 Annual Report.

Resolutions means the resolutions set out in the Notice, or any 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.

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FORM OF PROXY

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

(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 Annual General Meeting of Multistack International Limited to be held on 26 May 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 Resolutions 1, 2 and 3 with the exception of Resolution 4 (if put to the Annual General Meeting) where the Chairman intends to vote against. 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 No.	1	2	3	4
FOR
AGAINST
ABSTAIN

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 [email protected].

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AI assistant

MULTISTACK INTERNATIONAL LIMITED AGM Information 2021

65378_rns_2021-04-26_4b711ec3-ad1b-442c-9a32-940de6322808.pdf