Merchant House International : Notice of Annual General Meeting

For personal use only

MERCHANT HOUSE	10th Floor, E-Trade Plaza	Level 1, 31 Cliff St
	Head Office:	Registered Office:
INTERNATIONAL LIMITED	No. 24 Lee Chung Street	Fremantle WA 6160
Hong Kong	Australia
	Chai Wan
ARBN 065 681 138	Tel: [phone]	Tel: [phone]
	Fax: [phone]	Postal Address:
		PO Box 584
		Fremantle WA 6959

21 July 2022

NOTICE OF ANNUAL GENERAL MEETING

Dear Shareholder,

Please be aware that Merchant House International Limited ("MHI" or "the Company") has today released a Notice of Meeting for its Annual General Meeting of Shareholders to be held on 25 August 2022 at 10:00am Australian Western Standard Time (AWST).

In accordance with the Corporations Amendment (Meetings and Documents) Act 2022, the Company will not be dispatching physical copies of the Notice of Meeting (NoM) unless specifically requested to do so. Instead, a copy of the NoM can be viewed and downloaded online at the following link:

www.lorettalee.com.hk/

Should you wish to receive a physical copy of the NoM, please contact the Company Secretary via email to [e-mail] via phone to [phone].

A copy of the proxy form is included in the NoM located at the above link. Proxy votes may be lodged by any of the following methods:

• In person to Level 1, 31 Cliff Street, Fremantle, WA 6160;
• By mail to PO Box 584, Fremantle, WA 6959; or
• By scan and email to the Company Secretary

Yours faithfully

MERCHANT HOUSE INTERNATIONAL LIMITED

David McArthur

Company Secretary

For personal use only

MERCHANT HOUSE INTERNATIONAL LIMITED

ARBN 065 681 138

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Merchant House International Limited will be held at Level 1, 31 Cliff Street, Fremantle, Perth, Western Australia on Thursday, 25 August 2022 at 10.00 am (AWST).

An Explanatory Memorandum containing information in relation to Resolutions 1 and 2 to be put to the meeting accompanies this Notice.

AGENDA

To consider and, if thought fit, to pass the following resolutions.

ORDINARY BUSINESS

2022 Accounts

To receive and consider the annual financial report, the Directors' report and the auditors' report for the financial year ended 31 March 2022 and the Directors' declaration on the accounts.

Ordinary Resolution 1: Re-election of Director - Ms Xiao Lan Wu

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

"That Ms Xiao Lan Wu, a Director who retires by rotation in accordance with Clause 90 of the Company's Bye-Laws, ASX Listing Rule 14.4 and for all other purposes, and being eligible and offering herself for re- election, be re-elected as a Director."

Information about Ms Wu is set out in the Company's 2022 Annual Report.

Ordinary Resolution 2: Re-election of Director - Mr Ian Burton

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

"That Mr Ian Burton, a Director who retires by rotation in accordance with Clause 90 of the Company's Bye-Laws, ASX Listing Rule 14.4 and for all other purposes, and being eligible and offering himself for re- election, be re-elected as a Director."

Information about Mr Burton is set out in the Company's 2022 Annual Report.

By order of the Board

D M McARTHUR

Company Secretary

Dated: 11 July 2022

For personal use only

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the Meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Annual General Meeting.

The Company's Directors have determined that all Shares of the Company that are quoted on ASX at 5:00pm (AWST) Tuesday, 23 August 2022 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

PROXIES

Please note that:

1. a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Company; and
3. a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

A Shareholder that is a corporation may appoint an individual to act as its corporate representative to vote at the Meeting in accordance with section 250D of the Corporations Act. Any corporation wishing to appoint an individual to act as its representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. A 'Certificate of Appointment of Corporate Representative' is enclosed if required.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, David McArthur on [phone] if they have any queries in respect of the matters set out in this document.

For personal use only

MERCHANT HOUSE INTERNATIONAL LIMITED

ARBN 065 681 138

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting ("Notice") of the Company.

The Directors of the Company ("Directors") recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice:

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Company's Bye-Laws, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 March 2022, together with the declaration of the directors, the directors' report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on the Company's ASX platform (code "MHI").

There is no requirement for Shareholders to approve the Annual Financial Statements.

The Company's auditor will be present at the Annual General Meeting and Shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor's report, the Company's accounting policies, and the independence of the auditor.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

1. the preparation and content of the auditor's report;
2. the conduct of the audit;
3. accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; and
4. the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the meeting date to the Company Secretary.

ORDINARY RESOLUTIONS 1 AND 2 - RE-ELECTION OF DIRECTORS

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer.

Clause 90 of the Company's Bye-Laws requires that at every Annual General Meeting of the Company one-third of the Directors (rounded up to the nearest whole number) shall retire from office. The Directors to retire are those who have been longest in office since their last election. A Director who retires by rotation under Clause 90 is eligible for re-election.

Ms Xiao Lan Wu and Mr Ian Burton are the Directors longest in office since their last election, and accordingly both retire by rotation and both seek re-election as a Director.

Information about Ms Wu and Mr Burton is set out in the Company's 2022 Annual Report.

The Board unanimously supports the re-election of Ms Wu and Mr Burton.

For personal use only

G L O S S A R Y

$ means Australian dollars.

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

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

AWST means Australian Western Standard Time (Perth, Western Australia).

Closely Related Party of a member of the Key Management Personnel means:

1. a spouse or child of the member;
2. a child of the member's spouse;
3. a dependent of the member or the member's spouse;
4. anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
5. a company the member controls; or
6. a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Merchant House International Limited (ARBN 065 681 138)

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Resolutions means the resolutions set out in the Notice of Meeting, 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.