CODEIFAI LIMITED — AGM Information 2015

Mar 25, 2015

YPB Group 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 11.00 am, Monday 27[th] April 2015 (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 Saturday 25 April 2015. Terms used in this Notice are defined in the Glossary which forms part of the Explanatory Memorandum.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Financial Statements

To receive and consider the financial statements of the Company and its controlled entities for the period ended 31 December 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 period ended 31 December 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. If 25% or more of votes that are cast are voted against the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a $spill resolution#) that another meeting be held within 90 days at which all of the Company#s directors (other than the Managing Director) must stand for re-election.

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

Resolution 2

RE-ELECTION OF DIRECTOR (Mr Su (George) Su)

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

!That Mr Su Su, 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.#

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by the above mentioned party and 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 the Proxy Form; or

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

• (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 2.

Resolution 3

RATIFICATION OF DECEMBER SHARE PLACEMENT

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

$That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue and allotment, on 11 December 2014, of 5,349,998 Shares at %0.30 per share to sophisticated and institutional investors on the terms and conditions set out in the Explanatory Memorandum.$

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue 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 the 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 ISSUE OF SHARE PURCHASE PLAN (SPP) OPTIONS TO PARTICIPATING SHAREHOLDERS

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

& That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 SPP Options to Shareholders who subscribed for SPP Shares ( Participating Shareholders ) under the Securities Purchase Plan on the terms and conditions set out in the Explanatory Statement. &

Voting Exclusion Statement

The Company has obtained from the ASX a waiver of Listing Rule 7.3.8. Accordingly the Participating Shareholders who will be issued the SPP Options are not excluded from voting on this resolution.

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

Resolution 5

RATIFICATION OF FEBRUARY SHARE AND OPTIONS PLACEMENT

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

$That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue and allotment, on 24 February 2015, of 112,571 Shares at %0.30 per share and 10,000,000 Options at %0.01 per option to sophisticated and institutional investors on the terms and conditions set out in the Explanatory Memorandum.$

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Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by a person who participated in the issue 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 the 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 5.

Resolution 6

APPROVAL OF ISSUE OF NEW SHARES TO VENDORS OF IPP ASSETS

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

!That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue 1,170,913 Shares at %0.33 per Share to the Vendors of the IPP Assets on the terms and conditions set out in the Explanatory Memorandum.#

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 6 by any of the Vendors of the IPP Assets or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 6 is passed, and any associates of the aforementioned persons. 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 the 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

RATIFICATION OF PRIOR SHARE ISSUE TO SUPPLIER

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

! That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 73,333 shares to S3 Consortium Pty Ltd issued as consideration for services provided to the Company under a supply agreement, on terms and conditions set out in the Explanatory Statement ."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 7 by S3 Consortium Pty Ltd 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 the 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 7.

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Resolution 8

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 equity securities under Listing Rule 7.1A on the terms and conditions as detailed in the Explanatory Memorandum.#

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 8 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 8.

Resolution 9

APPROVAL OF PLACEMENT OF NEW OPTIONS TO TECHINVEST HOLDINGS PTY LTD

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

!That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue 1,000,000 options at %0.01 per option to Techinvest Holdings Pty Ltd on the terms and conditions set out in the Explanatory Memorandum.#

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 9 by Techinvest Holdings Pty Ltd or any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 9 is passed, and any associates of the aforementioned persons. 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 the 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 9.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Dated: 25 March 2015.

By order of the Board.

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Robert Whitton Company Secretary

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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 Saturday 25 April 2015.

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 Level 7 Boardroom Pty Limited + 61 2 9290 9655 207 Kent Street GPO Box 3993 Sydney NSW 2000 Sydney NSW 2001 Australia Australia

Online

www.votingonline.com.au/ypbagm2015

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 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 marking the boxes on the Proxy Form for Resolution 1. Signing the proxy form will be considered to be an express direction to the Chairman of the Annual General Meeting to vote in favour of Resolution 1 even though Resolution 1 is 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 the Resolution.

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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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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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

2.1 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.

2.2 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 resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company#s remuneration policies.

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.

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Directors! Recommendation:

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

2.3 RESOLUTION 2: ELECTION OF DIRECTOR (Mr Su (George) Su)

Mr Su headed CITIC Securities Australian operation between 2009 and 2013 with special focus on cross border transactions between Australia and China and continues to represent the Chinese investment bank in Australia as its business partner. He was born and educated in Beijing before continuing his education in the USA. He holds a Bachelor of Arts Degree in Business Administration.

Mr Su has lived and worked in China, Hong Kong, Singapore and Australia and now resides in Sydney. He has held senior positions in a Chinese government controlled Investment Company, has been the managing director of a Singapore based venture group, has served as managing director of an ASX listed company and was an Independent director of Macquarie Bank's China property fund between 2006 and 2014. Mr Su currently serves as a non-executive director of Oriental Technology Investment Co Ltd (ASX : OTI)

Directors! Recommendation:

The Board (other than Mr Su) recommends the election of Mr Su (George) Su.

2.4 RESOLUTION 3: RATIFICATION OF DECEMBER SHARE PLACEMENT

On 4 December 2014, the Company announced that it had completed a 1.65 million placement of shares to sophisticated and institutional investors ( December Share Placement ). Under the December Share Placement the Company issued 5,349,998 fully paid ordinary shares at an issue price of 0.30 per share.

Shareholder approval is sought to ratify pursuant to Listing Rule 7.4 the 5,349,998 Shares previously issued under the December Share Placement as referred to in Resolution 3.

Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of equity securities of the company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities by a company made without approval under Listing Rule 7.1 is treated as having been made with approval of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company#s shareholders subsequently approve it. Such approval replenishes the company#s 15% capacity and enables it to issue further securities up to that limit.

By approving the issue of shares under the December Share Placement, the issue will not diminish the 15% annual capacity of the Company. This will provide Company with flexibility to issue further securities within the next 12 months up to the 15% placement capacity as set out in Listing Rule 7.1 without the requirement to obtain shareholder approval.

Required information

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 3 for the purposes of providing an approval under Listing Rule 7.4:

Allottees:	Sophisticated and professional investors listed in item 1 of Annexure 1.
Total number of securities issued:	5,349,998 shares issued
Issue date	11 December 2014

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	NOTICE OF ANNUAL GENERAL MEETIN
Price at which the securities were issued:	The shares were issued at a price of 0.30 each. The total raised from the issue was 1,605,000.
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	Funds used to accelerate the roll-out of the Company's strategy for its recently completed Brand Reporter acquisition and to provide funding towards its joint venture agreement with Impact Media Solutions for the distribution of the Company's products and services in Indonesia and India.

Directors' Recommendation

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

2.5 RESOLUTION 4: ISSUE OF SHARE PURCHASE PLAN (SPP) OPTIONS TO PARTICIPATING SHAREHOLDERS

On 23 February 2015, the Company announced a Securities Purchase Plan ( SPP ), under which eligible existing shareholders, who were registered as holders of Shares at 5:00pm (AEST) on 19 February 2015 and whose registered address is in Australia or New Zealand ( Eligible Shareholders ), could apply for shares in the Company ( SPP Shares ) and, subject to shareholder approval, one (1) attaching option in respect of every four (4) SPP Shares subscribed for ( SPP Options ).

Eligible Shareholders were given the opportunity to subscribe for up to 15,000 worth of SPP Shares at an issue price of 0.30 per SPP Share, and the equivalent of 125 worth of attaching SPP Options at a price of 0.01 per SPP Option ( SPP Offer ). The exercise price for each SPP Option is 0.20 and the SPP Options will expire on 31 October 2017. Under the SPP Offer, up to 20,000,000 SPP Shares and 5,000,000 SPP Options will be offered to Eligible Shareholders. If the SPP Offer is fully subscribed, it will raise up to a maximum of 6,050,000 before expenses.

The purpose of the SPP Offer was to allow existing shareholders an opportunity to increase their shareholding on terms consistent with those offered to new investors under the placement announced to the market on Monday 23 February 2015. The funds raised will be used to help fund the ongoing expansion of the Company's anti-counterfeit invisible tracer and scanner technology and Brand Reporter business, and to fund the expansion currently being undertaken in the USA and through South East Asia.

The SPP will close on 17 April 2015. SPP Shares and, subject to the approval sought in this resolution, SPP Options will be allotted following the Annual General Meeting.

The Company obtained from ASX a standard waiver of Listing Rule 7.1 and 10.11 in respect of the issue of the SPP Shares. The issue of the SPP Options is an issue of securities which requires approval of shareholders under Listing Rule 7.1, as there is no exception or waiver relevant to the issue of the SPP Options. Accordingly, Resolution 4 seeks shareholder approval under Listing Rule 7.1 to issue up to a maximum of 5,000,000 SPP Options to those Eligible Shareholders who subscribe under the SPP ( Participating Shareholders ).

The SPP Shares and SPP Options have been offered under a Prospectus which was sent to each Eligible Shareholder with the SPP Offer on 6 March 2015. As the SPP Offer is open to all Eligible

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Shareholders, the SPP Offer has been made to various related parties of the Company including Directors (and their associates). The SPP Options will be issued to those Directors or related parties who have accepted the SPP Offer.

Required information

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 4 for the purposes of providing an approval under Listing Rule 7.1.

Maximum number of SPP Options to be issued:	5,000,000
Proposed date of Issue:	28 April 2015, and in any event, no later than three months after the date of the Annual General Meeting.
Price at which the SPP Options are to be issued:	Price of *0.01 per SPP Option.
Persons to whom SPP Options are to be issued:	Eligible Shareholders under the SPP.
Terms of SPP Options:	Options ranking equally with the existing options on issue, with an exercise price of *0.20 and an expiry date of 31 October 2017. A full summary of the terms and conditions of the SPP Options is provided in Annexure 2.
Intended use of funds raised:	Funds raised from the issue of SPP Options are to be used to assist ongoing expansion of the Company's anti-counterfeit invisible tracer and scanner technology and Brand Reporter business, and to fund the expansion currently being undertaken in U.S.A. and through South East Asia. Funds raised from the exercise of SPP Options are to be used for working capital purposes.

Waiver of Voting Exclusion and Issue to Related Parties

ASX has granted a waiver of Listing Rule 7.3.8 in relation to Resolution 4 to the extent necessary to permit Resolution 4 not to include a voting exclusion statement that excludes the votes of any person who may participate in the SPP, on the condition that the SPP is not underwritten, or if it is underwritten, the Company excludes any votes cast on that resolution by any proposed underwriter or sub-underwriter of the SPP. We note that the SPP is not underwritten. In addition, ASX has also been granted a waiver of Listing Rule 10.11 in relation to Resolution 4 to permit the issue of SPP Options to related parties on the basis of one attaching SPP Option for every four SPP Shares subscribed for, without shareholder approval provided that:

• a) shareholders approve the issue of SPP Options under the SPP for the purposes of Listing Rule 7.1;

• b) related parties are offered SPP Options on the same terms as other shareholders; and

• c) related parties do not participate in the SPP shortfall.

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Directors! Recommendation:

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

2.6 RESOLUTION 5: RATIFICATION OF FEBRUARY SHARE AND OPTIONS PLACEMENT

On 23 February 2015, the Company announced that it had completed a 3.1 million placement of shares and options to strategic and institutional investors ( February Share and Options Placement ). Under the February Share and Options Placement the Company issued 10,000,000 fully paid ordinary shares at an issue price of 0.30 per share, and 10,000,000 options at an issue price of 0.01 each. The options are exercisable at 0.20 and will expire on 31 October 2017.

Of the shares and options issued under the February Share and Options Placement, 112,571 shares were issued without security holder approval under Listing Rule 7.1, the remaining 9,887,429 shares were issued with security holder approval under Listing Rule 7.1A. All 10,000,000 options issued under the February Share and Options Placement were issued without shareholder approval under Listing Rule 7.1.

Shareholder approval is sought to ratify pursuant to Listing Rule 7.4 the 112,571 shares and 10,000,000 options previously issued under the February Share and Options Placement without shareholder approval under Listing Rule 7.1, as referred to in Resolution 5. An explanation of Listing Rules 7.1 and 7.4 are set out in Resolution 3 above. If Resolution 5 is approved, the 112,571 shares and 10,000,000 options issued under the February Share and Options Placement will not be included in the Company#s 15% calculation for the purposes of Listing Rule 7.1. This will provide the Company with flexibility to issue further securities within the next 12 months up to the 15% placement capacity as set out in Listing Rule 7.1 without the requirement to obtain shareholder approval.

Required information

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 5 for the purposes of Listing Rule 7.4:

Allottees:	Sophisticated and professional investors referred to in item 2 of Annexure 1.
Total number of securities issued:	112,571 shares issued; and 10,000,000 options issued.
Price at which the securities were issued:	The shares were issued at a price of 0.30 each; and The options were issued at a price of 0.01 each. The total funds raised was *3,100,000.
Issue date	23 February 2015
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue; and Options ranking equally with the existing options on issue, with an exercise price of *0.20 and an expiry date of 31 October 2017. A full summary of terms and conditions of the options is provided in Annexure 2.

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Use of funds raised:

Funds raised to be used to assist ongoing expansion of the Company's anti-counterfeit invisible tracer and scanner technology and Brand Reporter business, and to fund the expansion currently being undertaken in U.S.A. and through South East Asia.

Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5.

2.7 RESOLUTION 6: APPROVAL OF ISSUE OF NEW SHARES TO VENDORS OF IPP ASSETS

On 16[th] March 2015 the Company announced it had signed a Letter of Intent (!LOI") with the IPP Group, to acquire certain assets of the IPP Group located in Thailand, USA and Singapore. The various assets will be acquired through an acquisition of all of the shares in Intellectual Product Protection LLC (IPP LLC) IN 38-3672437 State of North Carolina, USA, which will hold the various assets and entities in Thailand and Singapore ( IPP Assets ).

As consideration for the acquisition of the IPP Assets the Company must issue the IPP Vendors with ordinary shares in the Company up to a value of US300,000. The issue price of the shares will be the 30 Day VWAP calculated at the date of signing the LOI, being 0.33 per share. The total number of shares to be issued is 1,170,913 fully paid ordinary shares ( IPP Shares ). The IPP Shares will be subject to an escrow period of 12 months.

The acquisition of the IPP Assets is conditional on:

• YPB carrying out accounting and legal due diligence;

• Receipt of necessary regulatory and third party approvals;

• Negotiation, execution and delivery of transaction documents; and

• Approval of the shareholders under this Resolution 6.

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 security holder approval. Security holder approval is sought to approve the issue of the IPP Shares referred to in Resolution 6.

By approving the issue of the IPP 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. In the absence of such approval and subject to the passing of other resolutions at the Annual General Meeting the Company may not have sufficient placement capacity to issue the IPP Shares and accordingly would not be in a position to complete the acquisition of the IPP Assets.

Required information:

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 6 for the purposes of providing an approval under Listing Rule 7.1.

Maximum number of Shares to be issued:	1,170,913 ordinary shares
Proposed date of Issue:	All of the shares will be issued upon completion of the

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	NOTICE OF ANNUAL GENERAL MEETING
	transaction, which in any event, will be no later than three months after the date of the Annual General Meeting.
Price at which the IPP Shares are to be issued:	Price of *0.33 per share.
Terms of securities:	Fully paid ordinary shares which rank equally with the existing shares on issue.
Persons to whom IPP Shares are to be issued:	The persons identified in item 3 of Annexure 1.
Intended use of funds raised:	No cash will be received as shares are issued in consideration for the IPP Assets from the IPP Vendors.

Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 6.

2.8 RESOLUTION 7: RATIFICATION OF PRIOR SHARE ISSUE TO SUPPLIER

On 4 February 2015, the Company issued 73,333 shares to S3 Consortium Pty Ltd as part of the consideration for paid advertising and the preparation and lodgment of internet news articles and update services provided to the Company under a six (6) month Professional Services supply agreement dated 15 December 2014. Under the agreement, 73,333 ordinary fully paid shares were issued at a price of *0.30 per share.

Shareholder approval is sought to ratify pursuant to Listing Rule 7.4 the 73,333 shares previously issued under the supply agreement as referred to in Resolution 7.

An explanation of Listing Rules 7.1 and 7.4 are set out above in relation to Resolution 3. By approving the issue of shares under the Share Placement, the issue will not diminish the 15% annual capacity of the Company. This will provide Company with flexibility to issue further securities within the next 12 months up to the 15% placement capacity as set out in Listing Rule 7.1 without the requirement to obtain shareholder approval.

Required information

Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 7 for the purposes of Listing Rule 7.4:

Allottee:	S3 Consortium Pty Ltd
Total number of securities issued:	73,333 shares issued
Price at which the securities were issued:	The shares were issued at a price of *0.30 each.
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	No funds will be raised as the shares are being issued as payment for services rendered.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 7.

2.9 RESOLUTION 8: 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 share 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 8 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.

Resolution 8 is a special resolution and therefore requires 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%

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

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 two classes of quoted securities, being fully paid ordinary shares and options (issued on the terms described in Annexure 2).

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 names of persons to whom the Company allotted equity securities and the number of equity securities caused to be allotted to each (but this list is not required to be released to the market); and

• (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.

Required Information

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 8 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 Capacity 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 17 March 2015.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Number of shares on issue Variable "A#	Additional 10% placement Shares issued & funds raised		Dilution
		*0.165 Issue price at half current market price	*0.33 Issue price at current market price	*0.66 Issue price at double current market price
Current 119,034,986	Shares issued	11,903,499	11,903,499	11,903,499
	Funds raised	*1,964,077	*3,928,155	*7,856,309
50% increase 178,552,479	Shares issued	17,855,248	17,855,248	17,855,248
	Funds raised	*2,946,116	*5,892,232	*11,784,464
100% increase 238,069,972	Shares issued	23,806,997	23,806,997	23,806,997
	Funds raised	*3,928.155	*7,856,309	*15,712,618

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 Capacity;

• 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;

• f) the issue price at current market price is the closing price of the shares on ASX on 17 March 2015; and

• g) Resolutions 3, 5 and 7 are approved by shareholders.

10% Placement Capacity 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 Capacity 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 including for the acquisition of businesses similar to those carried out by the

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Company, or for the provision of different services to 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 Capacity. 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).

Allottees under the 10% Placement Capacity 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 under Listing Rule 7.1A

The Company obtained approval under Listing Rule 7.1A at its previous annual general meeting on 18 November 2014. The approval granted on 18 November 2014 will cease to be valid as at the date of this Annual General Meeting. If approval is given under Resolution 8 then such approval will apply for a period of 12 months from this Annual General Meeting.

In accordance with Listing Rule 7.3A.6, the Company has issued a total number of 17,509,361 fully paid ordinary shares ( Shares ) and 37,230,420 options issued on the terms set out in Annexure 2 ( Options ) since the Company's reinstatement on the ASX on 7 August 2014. It is noted that subsequently 39,975 Options have been converted into Shares. This represents an 11.73% increase in the total number of Shares on issue in the Company since reinstatement on 7 August 2014. On a fully diluted basis this represents an increase of 44.8% of the total number of equity securities on issue since reinstatement on 7 August 2014. As the Company was only reinstated on 7 August 2014, it can only provide information under Listing Rule 7.3A.6 in respect of equity securities issued since reinstatement.

Securities issued as part of reinstatement of the Company are not included for the purposes of this section. For the avoidance of doubt, securities issued as part of reinstatement are those found in the Amended Appendix 3B dated 5 August 2014.

The equity securities issued since the Company's reinstatement on the ASX on 7 August 2014 are set out in the table below. For the purposes of the table:

' Shares ' means ordinary fully paid shares in the Company which rank equally with the existing shares on issues.

' Options ' means options in the Company issued on the terms set out in Annexure II.

Issue Date	Number of equity Securities and	Persons issued to or basis of issue	Issue price (discount)	Consideration and use of funds

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

	class
08/09/2014	1,752,055 Shares	To vendors as part consideration for purchase of Brand Reporter business. Shareholder approval 18/11/14	*0.22 per Share based on a 21 day VWAP at time of negotiation (40% Discount)	Non-cash: equivalent value of *385,452
14/10/2014	250,000 Shares	To service provider as a share based payment in relation to Brand Reporter acquisition. Approved by shareholders 18/11/2014	*0.22 per Share (43% Discount)	Non-cash: value of services *55,000
18/11/2014	125,000 Shares	To service provider as a share based payment in relation to Brand Reporter acquisition. Approved by shareholders 18/11/2014	*0.22 per Share (33% Discount)	Non-cash: value of services *27,500
11/12/2014	5,349,998 Shares	Shares issued for cash to sophisticated and institutional investors, see Annexure 1 Item 1	*0.30 per Share (Nil% Discount)	Cash: *1,605,000 Use: in rollout of Brand Reporter and other strategies
23/01/2015 and 04/02/2015	27,230,420 Options	Options issued for cash pursuant to a non- renounceable rights issue prospectus issued 7 January 2015	*0.01 per Option (Nil% Discount)	Cash: *272,304 Use: to strengthen the Company#s balance sheet
04/02/2015	73,333 Shares	Shares issued to satisfy share component of services agreement with S3 Consortium P/L	*0.30 per Share (2% Premium)	Non-cash: value of service *22,000
10/02/2015	10,357 Shares	Conversion of options issued between 23/012015 and 04/02/2015	*0.20 per Share being the conversion price of the Options (37% Discount)	Cash: *2071.40 Use: for working capital
24/02/2015	10,000,000 Shares 10,000,000 Options	Shares and Options issued for cash to sophisticated and institutional investors, see Annexure 1 Item 2	0.30 per Share (24% Discount) 0.01 per Option	Cash: *3,100,000 Use: to fund company#s anti-counterfeit scanner technology, the Brand reporter business and expansion in USA, South East Asia and Australia

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

02/03/2015	29,618 Shares	Conversion of Options issued between 23/01/2015 and 04/02/2015	*0.20 per Share being the conversion price of the Options (40% Discount)	Cash: *5,923.60 Use: to fund working capital

Compliance with Listing Rules 7.1A.4 and 3.10.5A

When the Company issues equity securities pursuant to the 10% Placement Capacity, it will give ASX:

• a) a list of the names of the persons to whom the Company issues the equity securities and the number of equity securities allotted to each (not release to the market), in accordance with Listing Rule 7.1A.4; and

• b) the information required by Listing Rule 3.10.5A for release to the market.

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 Resolution 8.

Directors! recommendation:

The Board recommends that Shareholders vote in favour of Resolution 8.

2.10 RESOLUTION 9: APPROVAL OF PLACEMENT OF NEW OPTIONS TO TECHINVEST HOLDINGS PTY LTD

The Company intends to make a placement of 1,000,000 options to sophisticated investor Techinvest Holdings Pty Ltd (ACN 090 660 352) at an issue price of *0.01 per option. The options will be issued on the same terms as the existing options (including the SPP Options) and the Company will seek quotation of the options.

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 security holder approval. Security holder approval is sought to approve the issue of the options referred to in Resolution 9.

By approving the issue of the options, 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.

Required information:

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 9 for the purposes of providing an approval under Listing Rule 7.1.

Maximum number of options to be issued:	1,000,000 options
Proposed date of Issue:	28 April 2015, and in any event, no later than three months after the date of the Annual General Meeting.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

	NOTICE OF ANNUAL GENERAL MEETING
Price at which the options are to be issued:	Price of *0.01 per option.
Terms of options:	Options ranking equally with the existing options on issue, with an exercise price of *0.20 and an expiry date of 31 October 2017. A full summary of terms and conditions of the options is provided in Annexure 2.
Persons to whom options are to be issued:	Techinvest Holdings Pty Ltd (ACN 090 660 352)
Intended use of funds raised:	Funds raised to be used to assist ongoing expansion of the Company's anti-counterfeit invisible tracer and scanner technology and Brand Reporter business, and to fund the expansion currently being undertaken in U.S.A. and through South East Asia.

Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 9.

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Robert Whitton

Company Secretary

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

3. GLOSSARY

Annual General Meeting means the meeting convened by the Notice.

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 (ACN:108 649 421).

Constitution means the Company#s constitution.

Corporations Act means the Corporations Act 2001 (Cth)

December Share Placement has the meaning set out in section 2.4.

Directors mean the current directors of the Company.

Eligible Shareholders has the meaning set out in section 2.5.

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

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

February Share and Options Placement has the meaning set out in section 2.5.

IPP Assets has the meaning set out in section 2.7.

IPP Group means the following entities:

• Intellectual Product Protection LLC (IPP LLC) IN 38-3672437 State of North Carolina, USA; and

• Intellectual Product Protection Ltd (IPP Ltd) Tax ID 3030730374 Bangkok, Thailand.

IPP Vendors means those entities set out in section 3 of Annexure 1.

IPP Shares has the meaning set out in section 2.7.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Participating Shareholders has the meaning set out in section 2.5.

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.

SPP has the meaning set out in section 2.5.

SPP Options has the meaning set out in section 2.5.

SPP Shares has the meaning set out in section 2.5.

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.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Annexure 1

1. Resolution 3 ' Placement Shares

1. Resolution 3 ' Placement Shares
Name	Number of Shares
TheBoholtFamily Super FundP/L	166,660
CA<RK VanderhorstFamilyTrust	33,333
Hedt Super P/LG < CHedt S/F A/C	133,333
B<D Boholt atf TheBoholtFamiltTrust	166,660
Shear-Smith HoldingsP/LatfJasonShearer-Smith FamilyTrust	333,333
DA<BCMadden P/L TheMadden FamilyTrust	100,000
SSS Capital P/L	166,667
JAShearer-Smith<RChesney SmithSmithfieldFeedlot S/F A/C	166,667
JAShearer-Smith< S Shearer-SmithSandra Shearer-SmithS/F A/C	333,333
Scaturn NomineesP/L Margot Shearer-Smith FamilyTrustA/C	33,333
MAPD NomineesP/L	33,333
SladeTechnologiesP/L =EmbreyFamily SuperfundA/C>	200,000
Merrill Lynch(Australia)NomineesP/L	666,667
IntersuisseNomineesP/L =PlacementA/C>	2,236,010
TheHighClubLtd	25,000
CJ Cornwell< Son P/L =CJ Cornwell ExelS/F A/C>	25,000
Sarah Mary Jamieson	5,000
Salani P/L	25,000
NA Day	70,000
Spectrum AssetManagementLtd	10,000
NicholasBicopoulos	33,333
ClearChannel P/L =ClearChannelSuperfundA/C>	50,000
HSBC CustodyNominees (Australia)Ltd	166,666
KS Capital P/L	120,670
PL< CJ Gebhardt	50,000
TOTAL	5,349,998

2. Resolution 5 - February Placement Shares and Options

2. Resolution 5 - February Placement Shares and Options
Name	Number of Shares	Number of Options
Mr Peter Nugent Wallman	50,000	50,000
ClearChannel PtyLtd	250,000	250,000
Mr Neil Atherton Day < Dr Paul Melville Day=Neil Atherton Day Super A/C>	100,000	100,000
Hobart Properties < Securities Pty Ltd=Roberts Family Super Fund>	20,000	20,000
HobartProperties < SecuritiesPtyLtd=RobertsPension Fund>	20,000	20,000
Mr Anthony Richard Lewis	23,000	23,000
Mr Peter McIver < Mrs Fiona McIver=Supermac Pension Fund>	20,000	20,000
ACN602395 335PtyLtd=ThePointingFamily Super Fund>	17,000	17,000
Mr Victor John Plummer	1,000,000	1,000,000
Perle Ventures Pty Ltd=877 Capital Investments 2 A/C>	5,000,000	5,000,000
Mr DavidLeeLangley	100,000	100,000
Mrs Rhonda Elizabeth Langley < Mr Ronald Langley	3,333,333	3,333,333
Dawney < CoLimited	66,667	66,667

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

TOTAL 10,000,000 10,000,000

3. Resolution 6 ' IPP Vendors

3. Resolution 6 ' IPP Vendors
Name	Number of Shares
Tim Merchant	878185
Somnuk Watanacherdsiri	175637
WinstonSeow	23418
Phuphat Charoonvatana	58546
CherryKetjae	35127
TOTAL	1,170,913

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Annexure 2

1. Terms of and rights attaching to options (including SPP Options)

Entitlement

Subject to and conditional upon any adjustment in accordance with these conditions, each option entitles the holder to subscribe for one fully paid ordinary share upon payment of the Exercise Price.

Exercise Price

The exercise price of each option is 0.20 per ordinary share ( Exercise Price* ).

Expiry Date

Each option will expire at 5.00pm (AEST) on 31 October 2017 ( Expiry Date ). An option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Exercise Period

The options are exercisable at any time from the date of their issue until the Expiry Date ( Exercise Period ).

Notice of Exercise:

The options may be exercised during the Exercise Period by forwarding to the Company at its principal office the exercise notice, duly completed, ( Notice of Exercise ) together with payment of the Exercise Price for each option being exercised in Australian currency.

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each option being exercised in cleared funds ( Exercise Date ).

Timing of issue of new ordinary shares on exercise

Within 14 days after the Exercise Date, the Company will:

• a) allot and issue the number of ordinary shares required under these terms and conditions in respect of the number of options specified in the Notice of Exercise and for which the Exercise Price has been received by the Company in cleared funds; and

• b) if admitted to the official list of ASX at the time, apply for official quotation on the ASX of new ordinary shares issued pursuant to the exercise of the options.

New ordinary shares issued on exercise

New ordinary shares issued on exercise of the options rank equally with the then issued ordinary shares of the Company.

Quotation of new ordinary shares issued on exercise

If the Company is admitted to the official list of the ASX at the time, application will be made by the Company to the ASX for quotation of the new ordinary shares issued upon the exercise of the options.

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed (including consolidation, subdivision, reduction or return), all rights of a holder of options are to be changed to the extent necessary in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

YPB GROUP LTD

NOTICE OF ANNUAL GENERAL MEETING

Participation in new issues

There are no participation rights or entitlements inherent in the options and holders of options will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options without exercising the options. Holders of options will be afforded the period of at least 9 Business Days prior to and inclusive of the record date (to determine entitlements to the new issue) to exercise their options.

Change in Exercise Price / number of new ordinary shares

If there is a bonus issue to shareholders, the number of new ordinary shares over which a option is exercisable may be increased by the number of shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

In the event that a pro rata issue (except a bonus issue) is made to shareholders, the Exercise Price of the options may be reduced in accordance with ASX Listing Rule 6.22.

Except as otherwise stated in this Annexure 2, an option does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the option can be exercised.

Quoted

The Company will apply for quotation of the options on the ASX.

Transferability:

The options are transferable at any time until the Expiry Date by an instrument (duly stamped where necessary) in the form commonly used for transfer of options, subject to any restriction or escrow arrangements imposed by the ASX if the Company is listed on the ASX or under applicable Australian securities laws.

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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 11:00am AEST on Saturday 25 April 2015.

� TO VOTE ONLINE BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/ypbagm2015 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. QR Reader App

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Scan QR Code using smartphone

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 11:00am AEST on Saturday 25 April 2015. 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/ypbagm2015

• � 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 .

YPB 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 YPB Group Limited (Company) 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 Level 29, 66 Goulbourn Street, Sydney NSW on Monday 27 April 2015 at 11:00am AEST 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 Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is 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. 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.

Resolution 1 To Adopt the Directors! Remuneration Report Resolution 2 To re-elect Mr Su (George) Su as a Director Resolution 3 To Ratify December 2014 Share Placement Resolution 4 To Approve Issue of Share Purchase Plan Options to Participating Shareholders Resolution 5 To Ratify February 2015 Share and Options Placement Resolution 6 To Approve Issue of New Shares to Vendors of IPP Assets Resolution 7 To Ratify Prior Share Issue to Supplier (S3 Consortium Pty Ltd) Resolution 8 To Approve Additional Capacity to Issue Shares under Listing Rule 7.1A (Special Resolution) Resolution 9 To Approve Placement of new Options to Techinvest Holdings Pty Ltd

For Against Abstain*

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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 / / 2015