STAKK LIMITED — Proxy Solicitation & Information Statement 2008

Jul 10, 2008

NOTICE OF GENERAL MEETING

Beyond Sportswear International Limited

ABN 41 108 042 593

Thursday 14 August 2008 Date:

Time: 9.30 am

Place: Unit 11, 331 Ingles Street Port Melbourne Victoria 3207

Notice of General Meeting

NOTICE is given that a general meeting of Beyond Sportswear International Limited ACN 108 042 593 ("Company") will be held at Unit 11, 331 Ingles Street Port Melbourne Victoria 3207 at 9.30 am on Thursday 14 August 2008

Business

Shareholders are invited to consider the following items of business at the general meeting:

SPECIAL BUSINESS

1. Ratification of Previous Share Issue

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

THAT for the purpose of ASX Listing Rule 7.4, and for all other purposes, the issue to Roan Industries Pty Ltd (ACN 010 000 003) and Furneaux Management Pty Ltd (ACN 126 199 755) of a total of 6,282,544 ordinary fully paid shares, on the terms set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting, be ratified.

2. Ratification of Previous Share Issue

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

THAT for the purpose of ASX Listing Rule 7.4, and for all other purposes, the issue to Furneaux Equity Limited ACN 124 464 366 of a total of 17,979,219 shares, on the terms set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting, be ratified.

Dated 12 July 2008

By order of the Board of Beyond Sportswear International Limited Sophie Karzis COMPANY SECRETARY

page: 2

Voting information

Voting by proxy

• A shareholder entitled to attend and vote at the general meeting may appoint one proxy or, if $(a)$ the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.
• $(b)$ Where 2 proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder's voting rights at the meeting. If the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes.
• A proxy need not be a shareholder of the Company. $(c)$
• A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy $(d)$ form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.
• $(e)$ A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority by 9.30 am (Melbourne time) on 12 August 2008 at the share registry, being the office of Computershare Investor Services Pty Ltd:
• by post at GPO Box 242, Melbourne, Victoria 3001; or
• by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or
• by facsimile: (03) 9473 2555.

Voting and other entitlements at the general meeting

A determination has been made by the board of the Company under regulation 7.11.37 of the Corporations Requlations 2001 that shares in the Company which are on issue at 7.00 pm (Melbourne time) on 12 August 2008 will be taken to be held by the persons who held them at that time for the purposes of the general meeting (including determining voting entitlements at the meeting).

Voting exclusion statement

The Company will disregard:

• in respect of Resolution 1, any votes cast by Roan Industries Pty Ltd and its associates $\bullet$ and Furneaux Management Pty Ltd and its associates; and
• in respect of Resolution 2, any votes cast by Furneaux Equity Limited and its associates;

However, the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $(a)$ directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, $(b)$ in accordance with a direction on the proxy form to vote as the proxy decides.

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Explanatory Statement

Bevond Sportswear International Limited

ACN 108 042 593

RATIFICATION OF ISSUE OF SHARES (Resolutions 1 and 2) $\mathbf{1}$ .

Resolutions 1 and 2 seek shareholder approval to ratify the previous issues of shares by the Company.

ASX Listing Rule 7.1 (subject to certain exceptions, none of which are relevant here) requires the prior approval of the members for an issue of equity securities if those equity securities will, when aggregated with the equity securities issued by the Company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that, where a company in a general meeting ratifies an issue of equity securities, the issue will be treated as having been made with the approval of the members for the purpose of Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% capacity in a 12 month period.

Resolutions 1 and 2 propose the ratification and approval of all issues of securities made in the previous 2 months without prior member approval for the purposes of satisfying the requirements of ASX Listing 7.4. By adopting this course, the Company will be well placed to readily take advantage of opportunities as they arise.

The information required to be provided to members to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

In compliance with the information requirements of ASX Listing Rule 7.5, shareholders are advised of the following particulars in relation to the allotment and issue of equity securities:

• 5,026,035 fully paid ordinary shares were issued to Roan Industries Pty Ltd (ACN 010 000 $\circ$ 003) and 1,256,509 fully paid ordinary shares were issued to Furneaux Management Pty Ltd (ACN 126 199 755) on 6 June 2008 in repayment of \$250,000 of a \$1.7M finance facility arranged by Furneaux Equity Limited as part of the financing of the Company's acquisition of Kombat Pty Ltd in November 2007 at an issue price of \$0.04 per share; and
• 17,979,219 fully paid ordinary shares were issued to Furneaux Equity Limited ACN 124 464 366 (Furneaux) in repayment of the loan facility provided to the Company by Furneaux as follows:
• 8,888,888 on 23 May 2008 at an issue price of \$0.04 per share; and $\circ$
• 9,090,331 on 13 June 2008 at an issue price of \$0.04 per share. $\Omega$

The equity issues to Roan Industries Pty Ltd, Furneaux Management Pty Ltd and Furneaux Equity Limited detailed above were of fully paid ordinary shares which rank equally in all respects from the date of allotment with existing ordinary fully paid shares.

GLOSSARY

In the Notice and this explanatory Statement the following expressions have the following meanings:

ASX means the Australian Securities Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX.

Board means the Board of Directors of the Company.

Chairman means chairman of the Board.

Company means Beyond Sportswear International Limited (ACN 108 042 593).

Corporations Act means the Corporations Act 2001.

Directors means the directors of the Company.

Explanatory Statement means this Explanatory Statement.

Meeting means the meeting convened in accordance with this Notice.

Notice means the notice of general meeting which accompanies this Explanatory Statement.

Resolution means a resolution referred to in the Notice.

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

Shareholder means a holder of Shares.

\$ or A\$ means Australian dollars.

Beyond Sportswear International Limited ABN 41 108 042 593

All correspondence to:

I ND

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia 1300 850 505 61 3 9415 4000 61 3 9473 2555 www.computershare.com Enquiries (within Australia) (outside Australia) Facsimile

Securityholder Reference Number (SRN)

*I1234567890*

000002 ⁰⁰⁰ BSIRM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

*L000002*

I/We being a member/s of Beyond Sportswear International Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Beyond Sportswear International Limited to be held at Unit 11, 331 Ingles Street Port Melbourne Victoria on Thursday 14 August 2008 at 9.30am and at any adjournment of that meeting.

Item 1 Ratification of Previous Share Issue

Item 2 Ratification of Previous Share Issue

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

																											$\sim$	w w. œ

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Diractor Company Coordons
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In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

1 Your Address

This is your address as it appears on the company's Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• (b) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 9.30am on Thursday 14 August 2008. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or: IN PERSON

BY MAIL BY FAX

Share Registry Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia Share Registry Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia 61 3 9473 2555