CODEIFAI LIMITED — AGM Information 2014

Oct 19, 2014

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YPB Group Ltd Formerly known as AUV Enterprises Ltd ACN 108 649 421

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of YPB Group Limited (“ YPB ” or the “ Company ”) will be held on 9.30 am, Tuesday 18[th] November 2014 (Sydney time) at Level 29, 66 Goulburn Street, Sydney, NSW 2000 ( General Meeting ). The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form part of this Notice.

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders as at 7pm (Sydney time) on 17 November 2014. Terms used in this Notice are defined in the Glossary which forms part of the Explanatory Memorandum.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Business

Financial Statements

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2014 and the related Directors’ Report, Directors’ Declaration and Auditors’ Report.

Resolution 1

ADOPTION OF DIRECTORS’ REMUNERATION REPORT

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

“That the Directors’ Remuneration Report for the year ended 30 June 2014 be adopted”.

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by or on behalf of a member of the key management personnel of the Company (including Directors) (“KMP”), or their closely related parties.

However, the Company need not disregard a vote cast by a KMP or closely related party of the KMP if:

• (a) it is cast by a person as proxy for a person who is permitted to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is permitted to vote, where the Proxy Form does not specify the way the Chairman is to vote and which expressly authorises the Chairman to vote even though the resolution is connected directly or indirectly with the remuneration of a KMP and even though the Chairman of the Annual General Meeting is a member of KMP.

Note: In accordance with section 250R (3) of the Corporations Act, the vote on Resolution 1 will be advisory only and will not bind the Directors or the Company.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 1.

Resolution 2

ELECTION OF DIRECTOR (Mr Robert Whitton)

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

“That Mr Robert Whitton, who retires in accordance with clause 60 of the Constitution and, being eligible offers himself for re-election as a Director of the Company, is hereby re-elected as a Director of the Company”.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 2.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Resolution 3

RATIFY PRIOR SHARE ISSUE

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment, on 8 September 2014, of 1,752,055 Shares at $0.22 per share to following parties:-

Jack Axelrod	262,808
Matthew Charles Van Veenendaal	87,603
Brad Seraphin	70,082
Stephanie Anne Higa	26,281
David Chaimowitz	40,297
Adam a Umanzor	6,132
Metro Enterprises Inc,	1,258,852

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any of the above mentioned parties and their associates. However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the direction on proxy form; or

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

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 3.

Resolution 4

APPROVAL OF PERFORMANCE SHARES RELATING TO ACQUISITION OF BRAND REPORTER AND DUE DILIGENCE:

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 250,000 Shares at $0.22 per share for nil consideration to following party relating to the acquisition of Brand Reporter from Metro Enterprises:-

Randall Griffis 250,000

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by the above mentioned party and any of his associates. However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the direction on proxy form; or

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

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 4.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Resolution 5

APPROVAL OF PERFORMANCE RIGHTS PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (exception 9(b)) and for all other purposes, approval is given for the Company to adopt the YPB Group Limited Performance Rights Plan ( PR Plan ) and for the issue of securities under that Plan, on the terms and conditions described in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by or on behalf of John Houston, Geoffrey Raby, George (Su) Su and Robert Whittons directors of the Company, or an associate of those persons.

However, the Company need not disregard a vote cast by a director or an associate of the director if:

• (a) it is cast by a person as proxy for a person who is permitted to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman of the Annual General Meeting as proxy for a person who is permitted to vote, where the Proxy Form does not specify the way the Chairman is to vote and which expressly authorises the Chairman to vote even though the resolution is connected directly or indirectly with the remuneration of a KMP and even though the Chairman of the Annual General Meeting is a member of KMP.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 5.

Resolution 6

APPROVAL OF ISSUE OF SHARES TO A DIRECTOR

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

“That, for the purposes of Listing Rule 10.11 approval be given to issue to Robert Whitton, Director and Company Secretary, 125,000 fully paid ordinary shares at .22c for nil consideration.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by the above mentioned party and any of his associates. However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the direction on proxy form; or

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

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 6.

Resolution 7

APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, shareholders approve the Company having the additional capacity to issue securities under Listing Rule 7.1A on the terms and conditions as detailed in the Explanatory Memorandum.”

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue of securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 7 is passed, and any associates of the aforementioned persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 7.

Resolution 8

REMOVAL OF AUDITOR

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

“That KS Black & Co (Incorporating Colin Bloomfield & Associates), the current auditor of the Company, be removed as the auditor of the Company effective from 18 November 2014.”

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 8.

Resolution 9

APPOINTMENT OF AUDITOR

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

That, subject to the passing of Resolution 9, Hall Chadwick being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from 18 November 2014 and the Directors be authorised to agree the remuneration.”

The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 9.

Dated: 15 October 2014.

By order of the Board.

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Robert Whitton

Company Secretary

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Notes

Explanatory Memorandum

The Notice should be read in conjunction with the accompanying Explanatory Memorandum.

Eligibility to vote

In accordance with the Corporations Act and the Constitution, a person's entitlement to vote at the General Meeting will be determined by reference to the number of Shares registered in the name of that person (reflected in the register of members) as at 7pm (Sydney time) on 17 November 2014.

How to vote

Each Shareholder is entitled to attend and vote at the General Meeting in person or by proxy.

Proxy votes

Each Shareholder is entitled to appoint not more than two proxies to attend and vote in their place.

Where more than one proxy is appointed, the appointment may specify the proportion or number of votes that the proxy may exercise, otherwise each proxy may exercise half of the votes.

A proxy need not be a Shareholder.

A Proxy Form must be signed (in the form attached to this Notice) by the Shareholder or the Shareholder’s attorney.

Proxy Forms must reach the Company at least forty eight (48) hours before the General Meeting.

The address for lodgment of Proxy Forms is:

Delivery Address Postal Address Fax Number YPB Group Ltd YPB Group Ltd + 61 2 9290 9655 c/- Boardroom Pty Limited c/- Boardroom Pty Limited Level 7 GPO Box 3993 207 Kent Street Sydney NSW 2001 Sydney NSW 2000 Australia Australia

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Key Management Personnel as proxy

If a shareholder appoints a member of the key management personnel (KMP) (which includes each of the Directors) or a closely related party of any KMP as proxy, such KMP or closely related party is not able to vote a proxy on Resolution 1 or 5 unless the shareholder directs them how to vote by marking the box on the Proxy Form (Step 2) for Resolution 1.

If a shareholder appoints the Chairman of the Annual General Meeting as proxy, the shareholder can direct the Chairman how to vote by either marking the boxes on the Proxy Form for Resolutions 1 and 5 or by marking the Chairman voting direction box on the Proxy Form (Step 1) in which case this will be considered to be an express direction to the Chairman of the Annual General Meeting to vote in favour of Resolutions 1 and 5 even though Resolutions 1 and 5 are connected directly or indirectly with the remuneration of a member of a KMP and/or even if the Chairman of the Annual General Meeting has an interest in the outcome of Resolutions 1 and 5. If the voting direction boxes are not completed in either Step 1 or Step 2, then the Chairman will not cast any votes on your behalf on Resolutions 1 and 5.

Undirected Proxies

Subject to the above, the Chairman of the General Meeting intends to vote all undirected proxies in favour of the Resolutions. However, the Company encourages all Shareholders who submit Proxy Forms to direct their proxy how to vote on each Resolution by marking the boxes on the Proxy Form (Step 2) for each item of business.

Directed Proxies

Under recent amendments to the Corporations Act, there are new rules relating to how a proxy must vote directed proxies. If a Proxy Form specifies the way a proxy is to vote on a Resolution, then:

• (a) a proxy need not vote on a show of hands, but if the proxy does vote, the proxy must vote as directed;

• (b) if a proxy is appointed by two or more Shareholders who specify different ways to vote on a resolution, the proxy must not vote on a show of hands;

• (c) if the proxy is the Chairman, the proxy must vote as directed on a poll;

• (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does vote, the proxy must vote as directed; and

• (e) if the proxy is not the Chairman and does not attend the General Meeting or does not vote on a Resolution, but the Proxy Form specifies how to vote and a poll is demanded, then the Chairman is taken to have been appointed as the proxy and must vote as directed.

Power of Attorney

A Shareholder’s attorney may sign the Shareholder’s Proxy Form on behalf of the Shareholder. By signing the Proxy Form, the Shareholder’s attorney confirms that the authority under which he or she executed the Proxy Form has not been revoked.

If the Shareholder’s attorney signs the Proxy Form, then the attorney must, when it sends the Proxy Form to the Company, also send the authority (or a certified copy of the authority) under which the Proxy Form was signed. Each of the Proxy Form and authority must be received at least forty eight (48) hours before the General Meeting.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the General Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on behalf of the appointing body all of the powers that the appointing body could exercise at the General Meeting or in voting on a Resolution.

Enquiries

Shareholders are invited to contact the Company Secretary Robert Whitton on (02) 8263 4000 if they have any queries in respect of the matters set out in these documents.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Memorandum

YPB Group Ltd

1. Introduction

This Explanatory Memorandum has been prepared to assist Shareholders in considering the Resolutions set out in the Notice. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Notice.

Terms used in this Explanatory Memorandum are defined in the Glossary.

2. General

FINANCIAL STATEMENTS

The Corporations Act requires that the Financial Report (including the Directors’ Report, Financial Statements and the Audit Report) be laid before the Annual General Meeting. Although not requiring a vote of shareholders, an opportunity will be provided for shareholders to ask questions on the reports, including of the Company’s auditor, who will be available to answer shareholders’ questions relating to the Audit Report.

RESOLUTION 1: ADOPTION OF DIRECTORS’ REMUNERATION REPORT

The Board is committed to creating value for shareholders by applying the Company’s funds productively and responsibly. A portion of the funds available to the Company is applied to remunerate your Directors.

Your Board is aware of the sensitivities of shareholders to remuneration practices generally, and submits its remuneration report to shareholders for consideration and adoption under a non-binding resolution.

The Remuneration Report appears within the Directors’ Report in the Company’s Annual Report and describes the remuneration practices of the Company and the rationale underpinning those practices.

Under the Corporations Act:

• (a) the Company is required to disregard any votes cast on this item of business by any member of “Key Management Personnel” (KMP) of the Company and their closely related parties, except as directed by any proxies; and

• (b) a ‘two-strike’ process in relation to the advisory and non-binding vote on the remuneration report has been introduced. Under the two-strike process if, at two consecutive annual general meetings, at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the Remuneration Report, at the second of these annual general meetings, there must be put to the vote a resolution that another general meeting be held within 90 days at which all Directors (except the Managing Director) who were Directors at the time the Directors’ Report considered at the second annual general meeting was passed must stand for re-election.

KMP are people having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, and include Directors.

“Closely related parties” includes certain family members and dependents of KMP and companies they control.

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of Resolution 1.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 2: ELECTION OF DIRECTOR (Mr Robert Whitton)

Mr Whitton is a Chartered Accountant with in excess of 30 years of corporate re-organisation, financial analysis, strategic planning, people management and risk management experience. He has been a Non-Executive Director of several ASX listed companies, with involvement in audit risk and corporate governance.

Mr Whitton currently serves as head of Business Recovery at William Buck, Chartered Accountants & Advisors.

He has a Bachelor of Business and Graduate Certificate Forensic Studies (Accounting) and is a Fellow of the Institute of Chartered Accounts, the Australian Institute of Management and the Australian Institute of Company Directors, additionally he is a Certified Fraud Examiner, member of the Australian Reconstruction Insolvency and Turnaround Association and a Certificated Member of the Governance Institute of Australia.

Directors’ Recommendation:

The Board (other than Mr Whitton) recommends the election of Mr Robert Whitton.

RESOLUTION 3: RATIFY PRIOR SHARE ISSUE

On 8 September 2014, the Company issued and allotted 1,752,055 Shares at an issue price of $0.22 per Share (" Consideration Shares "). The issue was in relation to share based component of the purchase price of the Brand Reporter business and assets and at the direction of the vendor were issued to the following parties.

issued to the following parties.
Jack Axelrod	262,808
Matthew Charles Van Veenendaal	87,603
Brad Seraphin	70,082
Stephanie Anne Higa	26,281
David Chaimowitz	40,297
Adam a Umanzor	6,132
Metro Enterprises Inc,	1,258,852

ASX Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period without shareholder approval. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. Under ASX Listing Rule 7.4, where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Consideration Shares, the issue will not diminish the 15% annual placement capacity of the Company. This will provide the Company with flexibility to issue further equity securities within the next 12 months up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

Listing Rule information

Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 3 for the purposes of Listing Rule 7.4:

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NOTICE OF ANNUAL GENERAL MEETING

• (a) The Consideration Shares were issued to the following parties in the following amounts:

Allottee	Number of Consideration Shares
Jack Axelrod	262,808
Matthew Charles Van Veenendaal	87,603
Brad Seraphin	70,082
Stephanie Anne Higa	26,281
David Chaimowitz	40,297
Adam a Umanzor	6,132
Metro Enterprises Inc,	1,258,852

• (b) The total number of Consideration Shares issued was 1,752,055.

• (c) The Consideration Shares were issued at an issue price of $0.22 each.

• (d) The Consideration Shares are fully paid ordinary shares and rank equally with the existing Shares on issue.

• (e) The Placement Shares were issued on 8 September 2014.

• (f) As the Consideration Shares are being issued as partial consideration for the purchase of the Brand Reporter business, no cash will be raised from the issue of the Consideration Shares.

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of Resolution 3.

RESOLUTION 4: RATIFY PRIOR SHARE ISSUE

On 14 October 2014, the Company issued and allotted 250,000 Shares at an issue price of $0.22 per Share (" Consideration Shares "). The issue was in relation to an agreement to pay a finder’s fee in shares to Mr Griffis upon the successful acquisition of the Brand Reporter business and assets.

Randall Griffis 250,000

ASX Listing Rules 7.1 and 7.4 are set out above in relation to Resolution 3. By ratifying the issue of the Shares to Randall Griffis, the issue will not diminish the 15% annual placement capacity of the Company. This will provide the Company with flexibility to issue further equity securities within the next 12 months up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

Listing Rule information:

Listing Rule 7.5 requires that the following information be provided to Shareholders in respect of Resolution 3 for the purposes of Listing Rule 7.4:

• (a) The Consideration Shares were issued to Randall Griffis.

• (b) The number of Consideration Shares issued was 250,000.

• (c) The Consideration Shares were issued at an issue price of $0.22 each.

• (d) The Consideration Shares are fully paid ordinary shares and rank equally with the existing Shares on issue.

• (e) The Placement Shares were issued on 14 October 2014.

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NOTICE OF ANNUAL GENERAL MEETING

• (f) As the Shares are being issued as a “finder’s fee”, no cash will be raised from the issue of the Shares.

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of Resolution 4.

RESOLUTION 5: APPROVAL OF PERFORMANCE RIGHTS PLAN

(a) Introduction

The Company proposes to adopt an employee and officer incentive plan known as the YPB Group Limited Performance Rights Plan ( PR Plan ).

It is contemplated that the PR Plan will involve the issue of performance rights ( Rights ) which are exercisable subject to their vesting conditions ( Vesting Conditions ) being met, and upon such exercise will result in the issue or transfer of Shares to the relevant participant.

The Company does not have any current intention to issue any Rights under the PR Plan.

(b) Summary

The Company proposes to adopt an employee incentive plan known as the YPB Group Limited Performance Rights Plan ( PR Plan ). It is contemplated that the PR Plan will involve the issue of performance rights ( Rights ) which, once exercised, will result in the issue or transfer of Shares to the relevant participant.

The Board may determine, from time to time, which directors, senior management and consultants of the Company and their related bodies corporate are eligible to participate in the PR Plan, and the exercise price and other terms of the issue of Rights. Participation in the PR Plan is voluntary. The Rights granted are non-transferrable, except with the prior approval of the Board.

All Rights are granted at a nil issue price unless otherwise determined by the Board and each Right enables the holder to be issued one Share upon exercise, subject to the rules governing the PR Plan ( Plan Rules ).

The Rights may be exercised, subject to the satisfaction of any exercise conditions imposed by the Board, in accordance with the date determined by the Board. The Board may determine that the Rights are exercisable, regardless of whether the applicable exercise conditions have been satisfied, if an event occurs whereby a person who previously did not have control of the Company acquires control of the Company. A person may acquire control of the Company if that person acquires 50% or more of the issued Shares in the Company.

Rights holders are not permitted to participate in new issues of securities by the Company, as related to those Rights held, but adjustments are to be made to the number of Shares over which the Rights are granted or the exercise price to take into account changes in the capital structure of the Company that occur by way of pro rata and bonus issues.

A participant may retain their existing Rights, subject always to the terms and conditions of the PR Plan, if the participant ceases employment or office with the Company (or a member of the Company's corporate group) in circumstances where the participant is a "Good Leaver". A participant will be a Good Leaver if they cease employment or office due to redundancy, retirement, death, permanent incapacity or any other circumstances determined by the Board.

If a participant becomes a "Bad Leaver", then all Rights held by that participant will automatically lapse, unless the Board determines otherwise. A participant will be a Bad Leaver if the participant commits a fraudulent or other dishonest act, or the participant ceases to be employed by or hold office with the Company (or a member of the Company's corporate group) in circumstances where they are not a Good Leaver (including where they have engaged in serious misconduct or a material breach of their employment contract).

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

As at the date of this Notice of Meeting, no Rights have been issued by the Company and there is no current intention to issue any Rights. The number of Rights issued under the PR Plan will not exceed 5% of the issued capital of the Company (on a fully diluted basis).

(c) Reason for the PR Plan

The issuing of performance rights is a recognised practice in Australia as part of the remuneration of employees (including senior executives) and consultants to the Company. Issuing performance-based rights is considered a preferable alternative to cash payments as the recipient benefits if the value of the Company increases – in which case all Shareholders also benefit.

(d) Directors' Recommendation

The Board of Directors may be beneficiaries under the PR Plan and accordingly make no recommendation in regard to Resolution 5.

RESOLUTION 6: APPROVAL TO ISSUE SECURITIES TO DIRECTOR

Background

The proposed issue of Shares to the Director (Director Shares) under Resolution 6 is the result of the agreement of the Director to forego cash payment for the additional time and effort including overseas travel by the Director in heading the Due Diligence process on the Brand Reporter acquisition of $27,500.

ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the Company or a related party, is in the ASX's opinion, such that approval should be obtained from the Shareholders of the company, unless an exception in ASX Listing Rule 10.12 applies. The Relevant Directors are related parties of the Company and as such the exceptions set out in ASX Listing Rule 10.12 do not apply.

Therefore, Shareholder approval for the issue of Director Shares to the Director in lieu of director's fees, is required.

Shareholder approval under ASX Listing Rule 7.1 not sought

ASX Listing Rule 7.2 provides that Shareholder approval under ASX Listing Rules 7.1 is not required for the issue of securities to related parties which are approved under ASX Listing Rules 10.11 (exception 14).

Accordingly, the issue of the Director Shares will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rules 7.1.

Shareholder approval under Chapter 2E of the Corporations Act not sought

For a public company, or an entity that a public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 221 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 apply.

The issue of the Director Shares to the Director falls within the definition of a "financial benefit" for the purposes of the Corporations Act, the Director who will receive Director Shares if the Resolution is passed is a related party of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Consequently, the issue of the Director Shares to the Director, will for the purposes of Chapter 2E of the Corporations Act, constitute giving a financial benefit to related parties of the Company.

The financial benefit being given to the Director as a related party of the Company is being given in lieu of remuneration to the Director and the Company is of the opinion it is reasonable in the Company's circumstances. Therefore, it falls within the exception set out in section 211 of the Corporations Act

Accordingly, Shareholder approval for the purposes of Chapter 2E of the Corporations Act is not being sought.

Information required by ASX Listing Rule 10.13

The information required by ASX Listing Rule 10.13 in respect of the Director Share to be issued to the Director is set out below:

(a) The name of the Director, the number of Director Shares to be issued to and equivalent remuneration

Relevant Director	Number of Director Shares to be issued	Equivalent Remuneration
Robert Whitton	125,000	$27,500.00

(b) The date on which the Shares will be issued to the Relevant Directors

The Director Shares will be issued to the Director within 1 month of the date of the Meeting (or such later date as approved by ASX).

(c) The issue price of the Shares and terms of the issue

The issue price of each Share will be $0.22 per Director Share.

The Director Shares will be issued as fully paid shares in the capital of the Company and on the same terms as the Company's existing shares.

(d) Intended use of the funds raised from the issue

The Director Shares are to be issued to the Director in lieu of cash payment. As such, the Director Shares will be granted for nil consideration and no funds will be raised as a result.

Directors’ Recommendation:

The Board other than Mr Whitton recommends that Shareholders vote in favour of Resolution 6.

RESOLUTION 7: APPROVAL OF ADDITIONAL CAPACITY TO ISSUE SHARES UNDER LISTING RULE 7.1A

General

Listing Rule 7.1A permits eligible entities to seek shareholder approval by special resolution at an Annual General Meeting to issue an additional 10% of issued capital by way of placements over a 12 month period (10% Placement Capacity). The additional 10% placement capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The effect of the Resolution in Item 7 will be to allow the Directors to issue equity securities under Listing Rule 7.1A during the period of 12 months following the Annual General Meeting without using the Company's 15% placement capacity under Listing Rule 7.1.

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YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Resolution 8 is a special resolution and therefore required approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Eligibility

An eligible entity under Listing Rule 7.1A is one which has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

The Company hereby seeks shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Capacity.

The exact number of equity securities that may be issued pursuant to the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 which provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of equity securities calculated as follows:

(A x D) = E

where

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement:

• plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid shares that became fully paid in the 12 months;

• plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 or 7.4. This does not include an issue of fully paid shares under the Company's 15% placement capacity without shareholder approval;

• less the number of fully paid shares cancelled in the 12 months;

Note that A has the same meaning in the Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of equity securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under Rule 7.1 or 7.4.

Any equity securities issued under the 10% Placement Capacity must be in an existing quoted class of the Company's equity securities. The Company presently has only one class of quoted securities being fully paid ordinary shares.

If the Company issues any equity securities under the 10% Placement Capacity, the entity must, pursuant to Listing Rules 7.1A.4 and 3.10.5A:

• (a) give to the ASX a list of the allottees of the equity securities and the number of equity securities caused to be allottees to each (but this list is not required to be released to the market); and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) disclose to the market the details of the dilution to the existing holders of ordinary securities caused by the issue; where the equity securities are issued for cash consideration, a statement of the reasons why the eligible entity issued the equity securities as a placement rather than as a pro rata issue; the details of any underwriting arrangements and fees payable to the underwriter; and any other fees or costs incurred in connection with the issue.

Minimum price

Any equity securities issued by the Company Under Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the securities are to be issued is agreed; or

• (b) the date on which the securities are issued if the securities are not issued within five trading days of the date on which the issue price is agreed.

Dilution to existing security holders

If Resolution 7 is approved by shareholders and the Company issues securities under the 10% Placement Capacity, the additional economic and voting interests in the Company will be diluted. There is a risk that the market price of the Company's securities may be significantly lower on the issue date than on the date of the Annual General Meeting and the securities may be issued at a price that is at a discount to the market price on the issue date.

The table below shows a number of hypothetical scenarios for a 10% placement as required by Listing Rule 7.3A.2 where the number of the Company's shares on issue (variable "A" in the formula in Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the share price has decreased by 50%, remained current or increased by 100% based on the closing share price on ASX at 22 September 2014.

Number of shares on issue Variable “A”	Additional 10% placement Shares issued & funds raised		Dilution
		$0.21 Issue price at half current market price	$0.42 Issue price at current market price	$0.84 Issue price at double current market price
Current 103,196,680	Shares issued	10,319,668	10,319,668	10,319,668
	Funds raised	$2,167,130	$4,334,261	$10,319,669
50% increase 154,795,020	Shares issued	15,479,502	15,479,502	15,479,502
	Funds raised	$3,250,695	$6,501,391	$13,002,782
100% increase 206,393,360	Shares issued	20,639,336	20,639,336	20,639,336
	Funds raised	$4,334,261	$8,668,521	$17,337,042

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NOTICE OF ANNUAL GENERAL MEETING

The dilution table uses the following assumptions which the Company does not represent will necessarily occur:

• a) the Company issues the maximum number of securities available under the additional 10% placement;

• b) the table shows only the effect of issues of securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;

• c) no options (including options issued under the 10% Placement Capacity) are exercised into shares before the date of issue of equity securities;

• d) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;

• e) the table does not show an example of dilution that may be caused to a particular shareholder by reason of the placements under Listing Rule 7.1A, based on that shareholder's holding at the date of the Annual General Meeting; and

• f) the issue price at current market price is the closing price of the shares on ASX on 22 September 2014.

10% placement period

Shareholder approval under Listing Rule 7.1A is valid from the date of the Annual General Meeting until the earlier of:

• a) 12 months after the Annual General Meeting; or

• b) The date of approval by shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Purpose of 10% additional placement

The Company may seek to issue securities under the 10% placement for either:

• a) Cash consideration. The Company may use the funds for working capital, towards potential transactions or for other corporate purposes deemed by the Board to be in the best interests of the Company; or

• b) Non-cash consideration for transactions deemed by the Board to be in the best interests of the Company. In such circumstances the Company will release to the market a valuation of the noncash consideration that demonstrates that the issue price of the securities complies with Listing Rule 7.1A.3.

The Company will comply with any disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon the issue of any securities under Listing Rule 7.1A.

Allocation policy

The Company's allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% placement. The identity of allottees of equity securities will be determined on a case by case basis having regard to factors including but not limited to the following:

• a) the methods of raising funds that are then available to the Company;

• b) the effect of the issue of the equity securities on the control of the Company;

• c) the financial situation and solvency of the Company; and

• d) advice from professional and corporate advisers (if applicable).

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NOTICE OF ANNUAL GENERAL MEETING

Allottees under the 10% placement have not been determined as at the date of this Notice of Meeting and may include existing and/or new security holders but cannot include any related parties or associates of a related party of the Company.

Previous Issues of Securities

The Company has not previously obtained shareholder approval to have the additional capacity to issue equity securities under ASX Listing Rule 7.1A.

Voting exclusion

A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting the Company has not invited and has not determined to invite any particular existing security holder or an identifiable class of existing security holders to participate in an offer under Listing Rule 7.1 A. Therefore no existing security holder will be excluded from voting on item 6.

Directors’ recommendation:

The Board recommends that Shareholders vote in favour of Resolution 7

RESOLUTION 9: REMOVAL OF AUDITOR

Under section 329 of the Corporations Act, an auditor of a Company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given. The notice of intention to remove KS Black & Co is set out in the Annexure to this Notice.

It should be noted that, under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given. The Company seeks the approval to remove the auditor even though the meeting will be held less than 2 months after the notice of intention is given.

The decision to remove KS Black & Co arises due to a review of all cost aspects of the business of the Company in the context of its recent re-listing. The Board considered the market expectations (including from a corporate governance point of view), the Company's relative size and the expected audit needs of the Company going forward.

Having considered all of the circumstances, the Directors consider it is appropriate to recommend the appointment of Hall Chadwick as the auditor of the Company.

In order to appoint Hall Chadwick, the Corporations Act requires the removal of KS Black & Co. The Directors wish to state that the decision to remove KS Black & Co in no way reflects the professional standards and ethics of KS Black & Co and its management and staff. The Directors wish to thank KS Black & Co for the high level of service it has provided to the Company and its group entities.

The resignation of KS Black & Co and the appointment of Hall Chadwick will be effective on 19 November 2014 (subject to shareholder approval of Resolutions 9 and 10). Hall Chadwick will conduct the Company's audit for the 2014/2015 financial year and for subsequent years. The Directors confirm that if Resolutions 9 and 10 are passed, arrangements are in place between the Company, KS Black & Co and Hall Chadwick to enable a smooth transition between auditors.

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of this Resolution. The reason the Board makes this recommendation is that it considers a change of auditors is appropriate in the context of the change in the nature of the Company’s business activities pursuant to its recent re-listing. Other than as Shareholders, none of the Directors has an interest in the outcome of this Resolution.

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NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 10: APPOINTMENT OF AUDITOR

Under Section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed in accordance with Section 329 of the Corporations Act.

If KS Black & Co is removed under Resolution 9, the Directors propose that Hall Chadwick be appointed as the Company’s auditor effective from 19 November 2014 (as discussed above). The notice of intention to remove KS Black & Co as auditor of the Company and nomination of Hall Chadwick as auditor of the Company is provided to Shareholders in the Annexure to this Notice. Hall Chadwick has given written consent to act as the Company’s auditor in accordance with Section 328A(1) of the Corporations Act.

The appointment of a new auditor requires Shareholder approval by way of a special resolution (ie, at least 75% of the votes cast by Shareholders entitled to vote on Resolution 10 must be in favour of that Resolution for it to be passed).

Directors’ Recommendation:

The Board recommends that Shareholders vote in favour of this Resolution. The reason the Board makes this recommendation is that it considers a change of auditors is appropriate in the context of the change in the nature of the Company’s business activities pursuant to its recent re-listing. Other than as Shareholders, none of the Directors has an interest in the outcome of this Resolution.

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Robert Whitton Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING

GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

$ means Australian Dollars.

Board means the board of directors of the Company.

Company or YPB means YPB Group Limited formerly known as AUV Enterprises Ltd (ACN:108 649 421).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth)

Directors mean the current directors of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Annual General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Proxy Form means the proxy form for the Annual General Meeting accompanying the Notice.

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

VWAP means the volume weighted average share prices of the Shares traded on ASX (excluding special crossings, crossing made prior to the commencement of normal trading, crossings made during the closing phase or the after hours adjust phase, overseas trades and overnight crossings or trades pursuant to the exercise of any options or other securities convertible into the Shares) over the period of 15 Trading days.

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APPENDIX A

13 October 2014

The Board of Directors

Dear Sirs

Nomination of Hall Chadwick as Company Auditor

I, John Houston of The Bimm Corporation Pty Ltd of Unit 120, 19 Hickson Road, Dawes Point NSW 2000 being a member of YPB Group Ltd, request that a general meeting of the Company be held on the first available time, in any event no later than 2 months from the date of this notice to consider, and, if thought fit, pass resolutions that:

• (a) KS Black & Co be removed as auditor of the Company; and

• (b) Hall Chadwick be appointed as the new auditor of the Company.

Furthermore, for the purposes of Section 328B(1) of the Corporations Act 2001,1 hereby give you notice of the nomination of Hall Chadwick as auditor of the Company.

SIGNED by

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----- Start of picture text -----

John Houston )
)
In the presence of )
Signature of Witness
----- End of picture text -----

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Name of Witness (Print)

kujji% (^C ^a<,cS(yl^^c^ P^2>,v(?y

Address (Print)

Robert William Whitton Justice of the Peace Reg. No. 137544

Occupation (Print)

APPEWDIX B

HALLCHADWICKS"

Chartered Accountants and Business Advisers

24 September 2014

The Directors YPB Group Limited Level 29, 66 Goulburn Street Sydney NSW 2000

-Dear Sirs,

APPOINTMENT AS AUDITORS

In accordance with Section 328A(1) of the Corporations Act 2001, we hereby consent to act as auditors of YPB Group Limiited.

SYDNEY

Level 40 2 Park Street Sydney NSW 2000 Australia

GPO Box 3555 Sydney NSW 2001

Ph: (612) 9263 2600 Fx: (612)9263 2800

NEWCASTLE

Ph: (612)4969 5521 Fx: (6i2) 4969 6059

PARRAMATTA

Ph: (612) 9687 2100 Fx: (612) 9687 2900

Yours faithfully HALL CHADWICK

PENRITH

Ph: (612)4721 8144 Fx:(612) 9263 2800

MELBOURNE

Graham Webb PARTNER

Ph: (613)8678 1600 Fx: (613)8678 1699

PERTH

Ph:(618) 6557 6200 Fx:(618) 9218 8950

BRISBANE

Ph: (617) 3211 1250 Fx: (617)3211 1249

GOLD COAST

Ph: (617)5538 2322 Fx: (617)5526 8599

A member of AGN International Ltd, a worldwide association " of separate and independent accounting and consulting firms

www.hallchadwick.com.au

SYDNEY - NEWCASTLE " PARRAMATTA " PENRITH - MELBOURNE " PERTH " BRISBANE " G O L D COAST Liability limited by a scheme approved under Professional Standards Legislation.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 9:30am AEDT on Sunday 16 November 2014.

TO VOTE ONLINE	BY SMARTPHONE
STEP 1: VISITwww.votingonline.com.au/ypbagm2014 STEP 2: Enter your holding/investment type: STEP 3: Enter your Reference Number: STEP 4: Enter your VAC: PLEASE NOTE:For security reasons it is important you keep the above information confidential. Scan QR Code using smartphone

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

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

Appointment of a Second Proxy

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

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the 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 securities are to be voted on any item by inserting the percentage or number that 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 for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 9:30am AEDT on Sunday 16 November 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online www.votingonline.com.au/ypbagm2014

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

YBP Group Limited ABN 68 108 649 421

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of YBP Group Limited and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Level 29, 66 Goulbourn Street, Sydney NSW on Tuesday, 18 November 2014 at 9:30am AEDT and at any adjournment of that meeting, to act 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 and 5, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1 and 5 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 and 5). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

• 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 To Adopt the Remuneration Report Resolution 2 To re-elect Mr Robert Whitton as a Director Resolution 3 To ratify prior the issue and of 1,752,055 shares Resolution 4 To approve the issue of 250,000 Performance shares to Randall Griffis Resolution 5 To approve the Performance Rights Plan Resolution 6 To approve the issue of 125,000 shares to Robert Whitton Resolution 7 To approve the additional capacity to issues shares (Special Resolution) Resolution 8 To remove KS Black & Co as Company Auditor Resolution 9 To appoint Hall Chadwick as the Company Auditor

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014