Etherstack : Sale facility for Holdings of less than a marketable parcel

ASX ANNOUNCEMENT 28 April 2022

CDI SALE FACILITY FOR HOLDINGS OF LESS THAN A MARKETABLE PARCEL

For personal use only

EVENT	DATE
Record Date for determining holdings of less than a marketable parcel	27 April 2022
Announcement to the ASX regarding the Facility	28 April 2022
Letters sent to CDI holders holding less than a marketable parcel	5 May 2022
Closing date for receipt of Notice of Retention of CDI Form	16 June 2022

Etherstack Plc (ESK or the Company) is pleased to announce a CHESS Depositary Interest (CDI) Sale Facility for holders of less than a marketable parcel of CDIs in the Company (Facility).

The Company is providing the Facility so that holders of less than a marketable parcel can sell their CDIs without incurring any brokerage or handling costs that could otherwise make a sale of their CDIs uneconomic and/or difficult. The Company will endeavour to obtain the highest available price for the CDIs and will organise remittance of sale proceeds for those CDI holders who participate in the Facility.

By making this Facility available, the Company also expects to reduce the administrative costs associated with maintaining a large number of small holdings.

The ASX Listing Rules defines a 'Marketable Parcel' as those holdings of CDIs with a market value of $500 or more. As at market close on 27 April 2022 (Record Date) a parcel of CDIs in the Company is less than a Marketable Parcel for any CDI holding of 1,333 CDIs or less, based on the closing price of $0.375 per CDI on the Record Date (Small Holding).

As at the Record Date, the Company has approximately 1,650 CDI holders, of which approximately 760 hold a Small Holding (Minority Investors), comprising approximately 472,830 CDIs in aggregate or 0.36% of all issued CDIs.

Minority Investors can either:

1. retain their CDI holding by:

• a) signing and returning the Notice of Retention of CDIs Form accompanying the letter to CDI holders by 16 June 2022 (Closing Date) either in respect of a single holding or multiple holdings (as the case may be); or

• b) if they have multiple holdings, consolidating these under a single holding such that the combined CDI holding at the Closing Date is at least 1,334 CDIs; or

• c) purchasing additional CDIs under the same holding such that their CDI holding at the Closing Date is at least 1,334 CDIs; or

2.

sell their CDI holding(s): no further action is necessary.

A summary of key dates in relation to the Facility is as follows:

London (GMT)

P: [phone] (GMT +10) P: + 61 2 8399 [e-mail]

English Registered Company No. 7951056 | ARBN 156 640 532

Yokohama (GMT +9) P: [phone] York (GMT-5) P: [phone] 1

The Company reserves the right to amend this timetable subject to the ASX Listing Rules and the terms of the Company's articles of association.

Attached is a copy of the letter that will be despatched, on 5 May 2022, to all CDI holders holding less than a Marketable Parcel of the Company's CDIs as at the Record Date.

For personal use only

Etherstack	Investor Relations
David Carter, Chief Financial Officer	Melanie Singh
T: [phone]	T: [phone]
[e-mail]	[e-mail]
About Etherstack plc (ASX:ESK)

Authorised for release by David Carter, Company Secretary.

Enquiries

Etherstack is a wireless technology company specialising in developing, manufacturing and licensing mission critical radio technologies for wireless equipment manufacturers and network operators around the globe. With a particular focus in the public safety, defence, utilities, transportation and resource sectors, Etherstack's technology and solutions can be found in radio communications equipment used in the most demanding situations. The company has R&D facilities in London, Sydney, New York and Yokohama.

For more information

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Visit our website:www.etherstack.comSubscribe to ourmailing list to receive updates

London (GMT)

P: [phone] (GMT +10) P: + 61 2 8399 [e-mail]

English Registered Company No. 7951056 | ARBN 156 640 532

Yokohama (GMT +9) P: [phone] York (GMT-5) P: [phone] 2

5 May 2022

For personal use only

Dear Investor,

IMPORTANT NOTICE - INTENTION TO SELL CDIs OF LESS THAN MARKETABLE PARCEL

I am writing to advise you that Etherstack Plc (ESK, or the Company) has established a CHESS

Depositary Interest (CDI) sale facility (Facility) for eligible small CDI holders to sell their CDI holding without incurring any brokerage or handling costs. This Facility is available to CDI holders who, on 27 April 2022 (Record Date), were holders of CDIs valued at less than $500 (each being a Small Holding). Based on the closing price of $0.375 per CDI on the Record Date, a Small Holding is any holding of 1,333 CDIs or less.

The Company is providing the Facility so that investors with Small Holdings can sell their CDIs without incurring any brokerage or handling costs that could otherwise make a sale of their CDIs uneconomic and/or difficult. The Company will endeavour to obtain the highest available price for the CDIs, and will organise remittance of sale proceeds for those CDI holders who participate in the Facility.

By making this Facility available the Company also expects to reduce the administrative costs associated with maintaining a large number of small holdings.

As at the Record Date, the Company has approximately 1,650 CDI holders, of which approximately 760 hold a Small Holding (comprising 472,830 CDIs in aggregate or 0.36% of all issued CDIs).

Our records show that you were a holder of a Small Holding at the Record Date, and accordingly you are eligible to participate in the Facility. Unless you advise the Company by 5pm AEST on 16 June 2022 (Closing Date) that you do NOT wish to sell your CDIs, ESK intends to sell your CDIs through the Facility in accordance with article 10 of the Company's Articles of Association.

To retain your holding of CDIs

If you do not wish to participate in the Facility and thereby retain your Small Holding, you must either:

1.

Purchase additional CDIs such that you are the registered holder of at least 1,334

CDIs at the Closing Date:

You will need to make your own arrangements outside this Facility to purchase additional CDIs so that you are the registered holder of at least 1,334 on the Closing Date. For a purchase to be an effective notification that you wish to retain your CDIs, any additional CDIs purchased must be registered by 5:00pm (AEST) on the Closing Date under the same name and address and with the same holder number (SRN or HIN) as set out in the accompanying Notice of Retention Form.

London (GMT)

P: [phone] (GMT +10) P: + 61 2 8399 [e-mail]

English Registered Company No. 7951056 | ARBN 156 640 532

Yokohama (GMT +9) P: [phone] York (GMT-5) P: [phone] 3

• 2. If you have multiple holdings, consolidate these under a single holding:

  For personal use only

  If you hold CDIs in multiple holdings, some of which are Small Holdings, then the Company will purchase those Small Holdings unless a Notice of Retention Form is received for each holding or the multiple holdings are consolidated such that the combined CDI holding at 5.00pm (AEST) on the Closing Date is at least 1,334 CDIs

• 3. Sign and return the Notice of Retention of CDIs Form that was sent to you:

  Correctly complete, sign and return the enclosed Notice of Retention of CDIs Form so that it is received by 5.00pm (AEST) on the Closing Date. Please read the instructions on your personalised Notice of Retention of CDIs Form carefully before completing it.

If you wish to sell your CDI holding in the Company, no further action is required.

The Company is authorised, under article 10 of its Articles of Association, to sell your CDIs following the Closing Date. Your CDIs will be pooled with other CDIs under this Facility and sold as soon as practicable after the Closing Date.

The sales price will be determined once all of the CDIs under the Facility are sold. Each CDI holder will receive their proportionate share of the total sale proceeds for all CDIs sold through the Facility.

Under the Facility, the Company:

• 1. is authorised to sell all of your CDIs without any transaction costs being incurred by you; and

• 2. will pay you the sale proceeds, following settlement of the sale of all CDIs through the Facility. You will receive your proceeds in Australian dollars by electronic transfer (if you have previously provided banking details to the Company's CDI registry) or alternatively, by cheque to your registered address, as soon as practicable following the sale of your CDIs.

Important information

Unless you take one of the steps outlined above, the Company will be entitled to sell your CDIs under this Facility.

The Company does not make any recommendation or provide any advice to you regarding whether to buy, sell or hold CDIs nor that this Facility is the best way to sell your CDIs in the Company. If you require advice as to whether to sell or retain your CDIs, please consult your legal, financial or taxation adviser.

Any tax consequences arising from the sale of your CDIs will be your responsibility.

The Company is not bound to sell any or all of the CDIs that may be available for it to sell under this Facility, and there is no guarantee that the Company will be able to sell your CDIs. Neither the Company nor any other person involved in the Facility shall be liable for failure to sell the CDIs or sell them at a particular price.

London (GMT)

P: [phone] (GMT +10) P: + 61 2 8399 [e-mail]

English Registered Company No. 7951056 | ARBN 156 640 532

Yokohama (GMT +9) P: [phone] York (GMT-5) P: [phone] 4

For personal use only

The price that you receive for your CDIs under the Facility will be determined by when and how the CDIs are sold. The price of the Company's CDIs is subject to change and an up-to-date price can be obtained from the ASX website. The Company may sell your CDIs on market or may negotiate an off market transaction. If the CDIs are sold on market the Company will endeavour to obtain the highest available price for the CDIs, however no guarantee as to the price can be given by the Company as the price will depend on several factors, including market conditions at the time. You will not have control over the time at which your CDIs are sold. The price you receive may be different from the price quoted by ASX on any day, may not be the best price on the days that your CDIs are sold and will be an average price per CDI based on the price obtained for all the CDIs sold under the Facility. If the Company sells your CDIs other than on market, the price will be the price that the Company has been able to negotiate with the acquirer or acquirers.

If your CDIs are held in a CHESS holding, the Company may, after the Closing Date, initiate a holding adjustment to remove your CDIs for the purpose of this Facility.

The Company reserves the right to vary, delay or terminate this Facility or change any of the dates referred to in this letter by notice to the ASX.

For further information in relation to lodging your Notice of Retention of CDIs Form or the practical operation of the Facility, please contact the Company [e-mail] or on [phone] during office hours of 9.00am to 5.00pm Australian Eastern Standard Time.

Yours faithfully

David Deacon

Chief Executive Officer

London (GMT)

P: [phone] (GMT +10) P: + 61 2 8399 [e-mail]

English Registered Company No. 7951056 | ARBN 156 640 532

Yokohama (GMT +9) P: [phone] York (GMT-5) P: [phone] 5