CODEIFAI LIMITED — AGM Information 2016

Apr 12, 2016

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YPB Group Ltd ACN 108 649 421

Notice of 2016 Annual General Meeting

Notice is given that the 2016 Annual General Meeting of Shareholders of YPB Group Limited (“ YPB ” or the “ Company ”) will be held on 11.00 am, Friday 13 May 2016 (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 Wednesday 11 May 2016. 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 2016 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 2015 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 a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2015.”

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 intends to vote all available proxies in favour of Resolution 1.

Resolution 2

RE-ELECTION OF DIRECTOR (Mr Gerard Eakin)

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

“That Mr Eakin, who retires in accordance with clause 58 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 intends to vote all available proxies in favour of Resolution 2.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Resolution 3

RE-ELECTION OF DIRECTOR (Mr Ronald Langley)

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

“That Mr Langley, who retires in accordance with clause 58 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 intends to vote all available proxies in favour of Resolution 3.

Resolution 4

APPROVAL OF ISSUE OF NEW SHARES TO MOTIF MICRO VENDORS

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 10,244,025 Shares at a deemed issue price of $0.4085 per Share to the Motif Micro Vendors on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by any of the Motif Micro Vendors and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 4 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 directions 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 intends to vote all available proxies in favour of Resolution 4

Resolution 5

RATIFICATION OF DECEMBER SHARE PLACEMENTS

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 29 December 2015, of a total 19,940,306 of Shares at $0.26 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 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 directions 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 intends to vote all available proxies in favour of Resolution 5.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Resolution 6

RATIFICATION OF PRIOR SHARE ISSUE TO SATISFY PAYMENT OF FEE

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 961,538 shares to Lanstead Capital LP issued as consideration for the value payment as required in the Lanstead Agreement on the terms and conditions set out in the Explanatory Statement .”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 6 by Lanstead Capital LP 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 directions 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 intends to vote all available proxies in favour of Resolution 6.

Resolution 7

RATIFICATION OF FEBRUARY 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 17 February 2016, of 1,000,000 Shares at $0.26 per share to Affyrmx Group LLC on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 7 by Affyrmx Group LLC 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 directions 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 intends to vote all available proxies in favour of Resolution 7.

Resolution 8

ISSUE OF SHARES TO DIRECTORS IN LIEU OF SALARY OWED

A) ISSUE OF SHARES TO JOHN HOUSTON

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 127,273 Shares to John Houston, Executive Chairman of the Company, on the terms and conditions described in the Explanatory Memorandum. "

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8A by John Houston and any of his associates.

However, the Company need not disregard a vote 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 meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8A.

B) ISSUE OF SHARES TO ROBERT WHITTON

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 127,273 Shares to Robert Whitton, Chief Financial Officer and an Executive Director of the Company, on the terms and conditions described in the Explanatory Memorandum. "

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8B by Robert Whitton and any of his associates.

However, the Company need not disregard a vote 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 meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8B.

C) ISSUE OF SHARES TO GEORGE SU

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 127,273 Shares to George Su, a non-executive Director of the Company, on the terms and conditions described in the Explanatory Memorandum. "

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8C by George Su and any of his associates.

However, the Company need not disregard a vote cast 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 meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8C.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

D) ISSUE OF SHARES TO RONALD LANGLEY

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 66,667 Shares to Ronald Langley, a non-executive director of the Company, on the terms and conditions described in the Explanatory Memorandum. "

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8D by Ronald Langley and any of his associates.

However, the Company need not disregard a vote f:

• (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 meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8D.

E) ISSUE OF SHARES TO GEOFFREY RABY

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

" That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to issue 200,000 Shares to Geoffrey Raby, a non-executive Director of the Company, on the terms and conditions described in the Explanatory Memorandum. "

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8E Geoffrey Raby and any of his associates.

However, the Company need not disregard a vote 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 meeting as proxy for a person who is permitted to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman intends to vote all available proxies in favour of Resolution 8E.

Resolution 9

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.”

YPB GROUP LTD

NOTICE OF 2016 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 9 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 the 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 intends to vote all available proxies in favour of Resolution 9.

Resolution 10

APPROVAL OF ISSUE OF OPTIONS TO BW EQUITIES

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 3,000,000 Options to BW Equities 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 10 by BW Equities Pty Ltd and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 10 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 directions 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 intends to vote all available proxies in favour of Resolution 10

Resolution 11

APPROVAL OF ISSUE OF OPTIONS TO JENS MICHEL

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 3,000,000 Options to Jens Michel on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 11 by Jens Michael and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 11 is passed, and any associates of the aforementioned persons. However, the Company will not disregard a vote if:

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

(a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions 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 intends to vote all available proxies in favour of Resolution 11

Resolution 12

APPROVAL OF ISSUE OF OPTIONS TO GERARD EAKIN

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

“That for the purposes of ASX Listing Rule 10.11 and all other purposes, approval be given for the Company to issue 1,000,000 Options to Gerard Eakin on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 12 by Gerard Eakin and any other person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 12 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 directions 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 intends to vote all available proxies in favour of Resolution 12

Dated: 12 April 2016.

By order of the Board.

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Robert Whitton

Company Secretary

YPB GROUP LTD

NOTICE OF 2016 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 Wednesday 11 May 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/ypbagm2016

YPB GROUP LTD

NOTICE OF 2016 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.

YPB GROUP LTD

NOTICE OF 2016 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.

YPB GROUP LTD

NOTICE OF 2016 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

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) the company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

• If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy -

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member)-

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

• If you appoint any other person as your proxy -

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

Directors’ Recommendation:

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

2.3 RESOLUTION 2: ELECTION OF DIRECTOR (Mr Gerard Eakin)

Mr Eakin was appointed to the Board on 4 March 2016 pursuant to clause 58.1 of the Company’s constitution and in accordance with clause 58.2 offers himself for re-election.

Mr Eakin has had a 30 year-plus career in Australian equities in both portfolio management and equity research. His focus has been identifying and supporting young companies with superior potential. He is the founder of Manifest Capital Management and manages Australian equity portfolios for a select group of high net worth investors.

Previously, he was the Head of Australian Equities at Rothschild Australia Asset Management managing funds of approximately $3 billion and the Head of Smaller Companies Research at JP Morgan/Ord Minnett and Merrill Lynch

Directors’ Recommendation:

The Board (other than Mr Gerard Eakin) recommends the election of Mr Gerard Eakin.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

2.4 RESOLUTION 3: ELECTION OF DIRECTOR (Mr Ronald Langley)

Mr Langley was appointed to the Board on 27 April 2015 pursuant to clause 58.1 of the Company’s constitution and in accordance with clause 58.2 offers himself for re-election. Mr Langley has extensive experience in building and running businesses globally. He spent 25 years in the United States, initially heading the former Brierley Investments Ltd’s international subsidiary in North America. He is an experienced senior executive, investor, company director, and chairman with a background in corporate acquisitions and business building.

He is a past director of Guinness Peat Group plc, Jungfraubahn Holding AG and Redflex Holdings Limited, and has held directorships in Vidler Water Company, Citation Insurance and Nevada Land and Resource Company. Mr Langley currently manages a personal investment fund, which includes both listed and unlisted companies. Ron holds a BCom (Hons) degree from The University of NSW.

Directors’ Recommendation:

The Board (other than Mr Ronald Langley) recommends the election of Mr Ronald Langley.

2.5 RESOLUTION 4: APPROVAL OF ISSUE OF NEW SHARES TO MOTIF MICRO VENDORS

On 8 December 2015 the Company announced it had signed a binding agreement ( LOI ) with the shareholders of Motif Micro Inc., ( MM ) (together the Motif Micro Vendors ) to acquire all of the issued capital in MM (the Motif Micro Shares ).

MM is a company commercializing secure, smartphone readable micro-barcode technologies.

As part of the consideration for the acquisition of the Motif Micro Shares the Company must issue to the Motif Micro Vendors (in their relevant proportions) ordinary shares in the Company up to a value of $4,184,684.21 ( MM Consideration Shares ).

The deemed issue price of the MM Consideration Shares is $0.4085 per share. The total number of MM Consideration Shares to be issued to the Motif Micro Vendors is 10,244,025.

The MM Consideration Shares will be subject to voluntary escrow restrictions for a period of 24 months.

Details of the Micro Motif Vendors and the number of MM Consideration Shares each of them will be issued is set out below.

Name	Number of MM Consideration Shares
Paul Bisso	5,122,013
Patrick Doyle	5,122,012
TOTAL	10,244,025

The following conditions precedent to the LOI must be satisfied prior to any MM Consideration Shares being issued:

• MM entering into a patent licence agreement with Massachusetts Institute of Technology;

• Receipt of necessary regulatory and third party approvals;

• Negotiation, execution and delivery of transaction documents being a share purchase agreement; and

• Approval of the YPB shareholders to the issue of MM Consideration Shares.

Completion of the LOI is scheduled to occur on or before 31 May 2016

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

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 MM Consideration Shares referred to in Resolution 4.

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

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 Shares to be issued:	10,244,025 Shares
Proposed date of Issue:	All of the Shares will be issued upon completion of the LOI, and in any event, no later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Deemed price at which the Shares are to be issued:	$0.4085 per MM Consideration Share.
Terms of securities:	Fully paid ordinary shares which rank equally with the existing shares on issue.
Persons to whom Shares are to be issued:	The Motif Micro Vendors.
Intended use of funds raised:	No cash will be received as shares are issued in consideration for the Motif Micro Shares from the Motif Micro Vendors.

Directors' Recommendation

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

2.6 RESOLUTION 5: RATIFICATION OF DECEMBER SHARE PLACEMENTS

On 22 December 2015, the Company announced that it had completed a $7.78 million placement of shares to sophisticated and institutional investors ( December Share Placement ). Under the December Share Placement the Company issued 29,940,305 Shares at an issue price of $0.26 per Share, allottees are detailed in Annexure 1.

Shareholder approval is sought to ratify pursuant to Listing Rule 7.4 19,940,305 Shares issued under the December Share Placements. The balance of 10,000,000 Shares were issued with security holder approval under Listing Rule 7.1 which was received at the General Meeting of Shareholders held on 10 December 2015.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

The December Share Placement brings to YPB a A$5 million investment by Lanstead Capital LP ( Lanstead ) by way of a placement of 19,230,769 Shares at $0.26 per Share, details of which include the following:

YPB received A$750,000 of Lanstead's investment upfront with the remainder invested in an equity sharing agreement between the two parties. Under the agreement YPB will receive 18 monthly cash settlements for the remaining A$4.25m of the investment by Lanstead Capital. This sharing agreement allows the Company to secure much of the potential upside arising from the anticipated share price performance of YPB.

The A$4.25m cash component will be determined by the company’s share price as measured against a benchmark price of A$0.3467 per share, and if the YPB share price exceeds the benchmark price for that month, YPB will receive more than 100% of the monthly settlement due on a pro rata basis. Importantly, there is no upper limit placed on the additional funds receivable by the Company as part of the monthly settlements. Should the share price be below the benchmark price for that month, YPB will receive less than 100% of the expected monthly settlement on a pro rata basis

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 Placements, 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 5 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:	19,940,305 Shares
Price at which the securities were issued:	3,594,151 Shares were issued at an issue price of $0.26 per Share 16,346,154 Shares were issued pursuant to the Lanstead Agreement at a deemed price of $0.26, however the actual price may differ according to the pricing arrangements described above.
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	Due to the nature of the agreement with Lanstead it is noted that at the date of this notice of meeting that a total of $1,055,234.84 has been raised from Lanstead with the balance to be paid in accordance with the Lanstead Agreement over the next 16 months. All of

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

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the funds raised from the December Share Placement will be used to accelerate the roll-out of the Company's strategy, for its recently completed nTouch acquisition, to fund its joint venture agreement in Mexico and general working capital requirements.

Directors' Recommendation

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

2.7 RESOLUTION 6: RATIFICATION OF PRIOR ISSUE TO SATISFY PAYMENT OF FEE

In order to facilitate Lanstead's participation in the December Share Placement, the Company entered into an engagement letter with Lanstead ( Lanstead Agreement ) under which the Company was required to pay Lanstead a fee of $250,000 to be satisfied by way of issuing 961,538 Shares to Lanstead at a deemed issue price of $0.26 per Share.

These shares were issued without security holder approval on 29 December 2015 under Listing Rule 7.1.

Shareholder approval is sought to ratify, pursuant to Listing Rule 7.4, the issue of 961,538 shares to Lanstead without shareholder approval under Listing Rule 7.1. An explanation of Listing Rules 7.1 and 7.4 are set out in Resolution 5 above. If Resolution 6 is approved, the 961,538 shares 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 6 for the purposes of Listing Rule 7.4:

Allottee:	Lanstead Capital LP
Total number of securities issued:	961,538 Shares.
Deemed price at which the securities were issued:	$0.26 per Share
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	No funds were raised as the shares are being issued as payment of the corporate advisory fee as provided for in the Lanstead Agreement.

Directors' Recommendation

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

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

2.8 RESOLUTION 7: RATIFICATION OF FEBRUARY SHARE PLACEMENT

Under Resolution 7, the Company seeks shareholder approval to ratify pursuant to Listing Rule 7.4 the 1,000,000 Shares previously issued to Affyrmx Group LLC ( Affyrmx ) as consideration paid in regard to Joint Venture and Consulting Agreements ( Agreements ) entered to between Affyrmx and the Company. Pursuant to the Agreements, 1,000,000 Shares were issued at a deemed issue price of $0.26 per Share on 17 February 2016.

On 10 February 2016 the Company announced that it had entered into a 6 year exclusive joint venture and consulting agreement with Affyrmx LLC focused on the protection of government documents in Latin America.

Shareholder approval is sought to ratify, pursuant to Listing Rule 7.4, the 1,000,000 Shares that were issued to Affyrmx without shareholder approval under Listing Rule 7.1. An explanation of Listing Rules 7.1 and 7.4 are set out in Resolution 5 above. If Resolution 7 is approved, the 1,000,000 shares 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 7 for the purposes of Listing Rule 7.4:

Allottee:	Affyrmx Group LLC
Total number of securities issued:	1,000,000 Shares.
Deemed price at which the securities were issued:	$0.26 per Share
Terms of securities:	Fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	No funds were raised as the Shares were issued as payment provided for in the Affyrmx Joint Venture and Consulting Agreements.

Directors' Recommendation

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

2.9 RESOLUTION 8: ISSUE OF SHARES TO DIRECTORS FOR FEES/SALARY OWED

The share issues proposed under Resolutions 8A to 8E (inclusive) are the result of the agreement of the Directors to forego cash payments for all or part of their normal remuneration for the 2014 and 2015 calendar years. They are not ‘additional’ payments to Directors.

The shares are to be issued to Directors in lieu of their director’s fees, consulting fees or salary sacrifice for each of 2014 and 2015 calendar years or part thereof. As such the Shares will be issued for nil consideration and no funds will be raised as a result.

The 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.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

The Directors have determined that in order to preserve the Company’s funds, part of the NonExecutive Directors fees and salaries payable to Executive Directors will not be taken in cash but will instead be paid in Shares, subject to obtaining the prior approval of Shareholders.

Directors of the Company are related parties of the Company.

Chapter 2E of the Corporations Act, specifically Sections 217 to 227, and ASX Listing Rule 10.11 control the giving of a financial benefit to and the issue of securities to, related parties without the prior approval of shareholders. The Directors of YPB consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Shares to the Directors because it is considered reasonable remuneration in the circumstances and was negotiated on an arm's length basis.

ASX Listing Rule 10.13 requires the shares to be issued within one month after the date of approval by shareholders in general meeting.

The deemed issue price for price is $0.30 being the closing price on 31 December 2015 for Shares issued in respect of 2015 calendar year and $0.33 being the closing price on 31 December 2014 for Shares issued in respect of 2014 calendar year.

In the event of shareholder approval not being obtained, the fees or salaries accrued will be paid in cash immediately following the General Meeting.

The amounts accrued in respect of each of the Directors are stated in the applicable resolutions. These amounts are the cash payments that have been (or will have been) foregone during the period between 31 July 2014 and 31 December 2015.

In summary, the value of Shares to be issued to each Director is:

Name	Amount
John Houston	$40,000 ($20,000 for 2014 year and 2015 year)
Geoffrey Raby	$63,000 ($33,000 for 2014 year,$30,000 2015 year)
Robert Whitton	$40,000 ($20,000 for 2014 year and 2015 year)
Ronald Langley	$20,000 (for 2015 year)
George Su	$40,000 ($20,000 for 2014 year and 2015 year)

A) Issue of Shares To Mr John Houston

Information required

In accordance with ASX Listing Rule 10.13, the following information is provided pursuant to ASX Listing Rule 10.13 in relation to Resolution 8A

Name of Person:	Mr John Houston, a director of the Company.
Maximum number of Shares that may be issued:	The maximum number of Shares to be issued is 127,273.
Date by which Shares will be issued:	No later than 1 month after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Price at which the securities will be issued and terms:	The Shares will be issued at a deemed issue price of $0.30 for the 66,667 Shares issued in respect of 2015 calendar year and $0.33 for the 60,606 Shares issued in respect of 2014 calendar year. The Shares will be fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	As the Shares are being issued in lieu of cash payment for salaries/fees accrued, no funds will be raised through this issue.

Directors' Recommendation:

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

B) Issue of Shares To Mr Robert Whitton

In accordance with ASX Listing Rule 10.13, the following information is provided pursuant to ASX Listing Rule 10.13 in relation to Resolution 8B:

Name of Person:	Mr Robert Whitton, a director of the Company.
Maximum number of Shares that may be issued:	The maximum number of Shares to be issued is 127,273.
Date by which Shares will be issued:	No later than 1 month after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the securities will be issued and terms:	The Shares will be issued at a deemed issue price of $0.30 for the 66,667 Shares issued in respect of 2015 calendar year and $0.33 for the 60,606 Shares issued in respect of 2014 calendar year. The Shares will be fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	As the Shares are being issued in lieu of cash payment for salaries/fees accrued, no funds will be raised through this issue.

Directors' Recommendation:

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

C) Issue of Shares To Su (George) Su

In accordance with ASX Listing Rule 10.13, the following information is provided pursuant to ASX Listing Rule 10.13 in relation to Resolution 8C:

Name of Person Mr Su (George) Su, a director of the Company.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

	NOTICE OF 2016 ANNUAL GENERAL MEETING
Maximum number of Shares that may be issued	The maximum number of Shares to be issued is 127,273.
Date by which Shares will be issued	No later than 1 month after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the securities will be issued and terms:	The Shares will be issued at a deemed issue price of $0.30 for the 66,667 Shares issued in respect of 2015 calendar year and $0.33 for the 60,606 Shares issued in respect of 2014 calendar year. The Shares will be fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	As the Shares are being issued in lieu of cash payment for salaries/fees accrued, no funds will be raised through this issue.

Directors' Recommendation:

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

D) Issue Of Shares To Mr Ronald Langley

In accordance with ASX Listing Rule 10.13, the following information is provided pursuant to ASX Listing Rule 10.13 in relation to Resolution 8D:

Name of Person	Mr Ronald Langley, a director of the Company.
Maximum number of Shares that may be issued	The maximum number of Shares to be issued is 66,667.
Date by which Shares will be issued	No later than 1 month after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the securities will be issued and terms:	The Shares will be issued at a deemed issue price of $0.30 for the 66,667 Shares issued in respect of 2015 calendar year. The Shares will be fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	As the Shares are being issued in lieu of cash payment for salaries/fees accrued, no funds will be raised through this issue.

Directors' Recommendation:

The Board recommends that Shareholders vote in favour of Resolution 8 (Item D).

E) Issue of Shares to Mr Geoffrey Raby

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

In accordance with ASX Listing Rule 10.13, the following information is provided pursuant to ASX Listing Rule 10.13 in relation to Resolution 8E:

Name of Person	Mr Geoffrey Raby, a director of the Company.
Maximum number of Shares that may be issued	The maximum number of Shares to be issued is 200,000.
Date by which Shares will be issued	No later than 1 month after the date of General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the securities will be issued and terms:	The Shares will be issued at a deemed issue price of $0.30 for the 100,000 Shares issued in respect of 2015 calendar year and $0.33 for the 100,000 Shares issued in respect of 2014 calendar year The Shares will be fully paid ordinary shares and rank equally with the existing shares on issue.
Use of funds raised:	As the Shares are being issued in lieu of cash payment for salaries/fees accrued, no funds will be raised through this issue.

Directors' Recommendation:

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

2.10 RESOLUTION 9: 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 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The effect of the Resolution 9 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 9 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.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

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 date of agreement to issue:

• 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 two classes of quoted securities, being fully paid ordinary shares and options (issued on the terms described in Annexure 5).

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

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

If Resolution 9 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 4 April 2016.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Number of shares on issue Variable “A”	Additional 10% placement Shares issued & funds raised		Dilution
		$0.115 Issue price at half current market price	$0.23 Issue price at current market price	$0.46 Issue price at double current market price
Current 171,410,287	Shares issued	17,141,029	17,141,029	17,141,029
	Funds raised	$1,971,218	$3,942,437	$7,884,873
50% increase 257,115,430	Shares issued	25,711,543	25,711,543	25,711,543
	Funds raised	$2,956,827	$5,913,655	$11,827310
100% increase 342,820,574	Shares issued	34,282,057	34,282,057	34,282,067
	Funds raised	$3,942,437	$7,884,873	$15,769,746

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 4 April 2016; and

• g) Resolutions 5, 6 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 including but not limited to ramp up of head count and new product development; or

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

• 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 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 27 April 2015. This approval will cease to be valid as at the date of this Annual General Meeting. If approval is given under Resolution 9 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 60,373,694 fully paid ordinary shares ( Shares ) and 2,130,546 options issued on the terms set out in Annexure 5 ( Options ) since the Company's last Annual General Meeting. It is noted that subsequently 25,500 Options have been converted into Shares. There was a 54.37% increase in the total number of Shares on issue in the Company since the last Annual General Meeting. On a fully diluted basis this represents an increase of 41.94% of the total number of equity securities on issue since the last Annual General Meeting.

The equity securities issued since the Company's since the last Annual General Meeting on 27 April 2015 are set out in the table below. For the purposes of the table:

' Options ' means options in the Company issued on the terms set out in Annexure 5.

Issue Date	Number of equity Securities and class	Persons issued to or basis of issue	Issue price (discount to the closing price on the day of issue)	Consideration and use of funds
28/04/2015	2,130,546 Options with an exercise price of $0.20 and expiry date of 31.10.2017	To shareholders participating in Share Purchase Plan	$0.01 (no discount on existing class)	Cash $21,305.16 Working capital

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

28/04/2015	4,522,182 Fully Paid Ordinary Shares	To shareholders participating in Share Purchase Plan	$0.30 per Share (1.6% Discount)	Cash: $1,356,654.60 Working capital
07/05/2015	1,170,913 Fully Paid Ordinary Shares	Share based payment in relation to IPP acquisition.	$0.333 per Share (11% Premium)	Non-cash, current valuation $275,164.56
15/06/2015	7,500 Fully Paid Ordinary Shares	Conversion of options	$0.20 per share (26% Discount)	$1,500.00 Working capital
30/06/2015	5,000 Fully Paid Ordinary Shares	Conversion of options	$0.20 per share (20% Discount)	$1,000.00 Working capital
02/09/2015	1,094,860 Fully Paid Ordinary Shares	Share based payment in relation to CFC acquisition.	$0.35 per Share (34.6% Premium)	Non-cash, current valuation $257,292.10
02/09/2015	401,283 Fully Paid Ordinary Shares	Share based sign on payment to COO	$0.35 per Share (34.6% Premium)	Non-cash, current valuation $94,301.51
12/10/2015	400,000 Fully Paid Ordinary Shares	Share based sign on payment to CMO	$0.35 per Share (32% Premium)	Non-cash, current valuation $94,000
31/10/2015	12,857,143 Fully Paid Ordinary Shares	Shares based payment in relation to nTouch acquisition	$0.35 per Share (11.1% Discount)	Non-cash, current valuation $3,021,428.61
13/11/2015	3,000 Fully Paid Ordinary Shares	Conversion of options	$0.20 per Share (44% Discount)	Cash: $600.00 Working capital
29/12/2015	10,559,536 Fully Paid Ordinary Shares	Shares issued for cash to sophisticated and institutional investors, see Annexure 1	$0.26 per Share (14% Discount)	Cash: $2,745,479.36 Use: Motif Micro acquisition , working capital and expansion in USA, South East Asia and Australia
29/12/2015	20,342,307 Fully Paid Ordinary Shares	Shares issued for cash to sophisticated and institutional investors, see Annexure 1	$0.26 per Share (10.5%Discount)	Cash: $39,000.00 Lanstead equity swap $5,000,000.00 Lanstead fee $250,000.00, current valuation $225,961.43, current Use: Motif Micro acquisition, working capital and expansion in

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

				USA, South East Asia and Australia
17/02/2016	1,000,000 Fully Paid Ordinary Share	Share based payment to consultant	$0.26 (3.7% Discount)	Non-cash, current valuation $235,000
17/02/2016	10,000 Fully Paid Ordinary Shares	Options converted	$0.20 (26% Discount)	$2,000.00 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 9.

Directors’ recommendation:

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

2.11 Resolution 10

APPROVAL OF ISSUE OF NEW OPTIONS TO BW EQUITIES

Under a contract between BW Equities Pty Ltd ( BWE ) and the Company dated 1 February 2016 the Company agreed that post the Company’s Annual General Meeting and after receiving shareholder approval the Company would issue 3,000,000 options to BWE in lieu of a retainer for the provision of ongoing capital raising services. The terms and conditions of the options are set out in Annexure 2.

The Company is seeking Shareholder approval for the issue of these options under ASX Listing Rule 7.1. Refer to section 2.5 for an explanation of ASX Listing Rule 7.1.

Required information:

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 10 for the purposes of providing an approval under Listing Rule 7.1.

Maximum number of options to be issued:	3,000,000
Proposed date of Issue:	No later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

	NOTICE OF 2016 ANNUAL GENERAL MEETING
	It is intended that the options will be allotted on one date.
Price at which the options are to be issued:	Nil
Terms of securities:	Option to acquire Shares on the terms set out in Annexure 2.
Persons to whom options are to be issued:	BW Equities Pty Ltd (or its nominees)
Intended use of funds raised:	No funds will be raised from the issue. Any funds raised from the conversion of options to shares will be used to supplement working capital and the growth of the Company’s business.

Directors’ recommendation:

The Board recommends that Shareholders vote in favour of Resolution 10.

2.12 Resolution 11

APPROVAL OF ISSUE OF NEW OPTIONS TO JENS MICHEL

On 1 March 2016 the Company appointed Jens Michel as its Chief Executive Officer.

To incentivize Mr Michel, the Directors have agreed to issue Mr Michel 3,000,000 options on the terms and conditions set out in Annexure 3.

The Company is seeking Shareholder approval for the issue of these options under ASX Listing Rule 7.1. Refer to section 2.5 for an explanation of ASX Listing Rule 7.1.

Required information:

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 11 for the purposes of providing an approval under Listing Rule 7.1.

Maximum number of options to be issued:	3,000,000
Proposed date of Issue:	No later than three months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). It is intended that the options will be allotted on one date.
Price at which the options are to be issued:	Nil
Terms of securities:	Option to acquire Shares set out in Annexure 3

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Persons to whom options are to be Jens Michel (or his nominees) issued: Intended use of funds raised: No funds will be raised from the issue. Any funds raised from the conversion of options to shares will be used to supplement working capital and the growth of the Company’s business.

Directors’ recommendation:

The Board recommends that Shareholders vote in favour of Resolution 11.

2.13 Resolution 12

APPROVAL OF ISSUE OF OPTIONS TO GERARD EAKIN

As an incentive for Gerard Eakin to join the Board of the Company and as such being considered a component of his remuneration it was agreed to provide to Gerard Eakin for his role as a Director, 1,000,000 options.

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. Gerard Eakin, as a director is a related party of the Company and none of the exceptions set out in ASX Listing Rule 10.12 apply to the issue of these options.

Therefore, Shareholder approval for the issue of options to Gerard Eakin 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 options to Gerard Eakin 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 options to Gerard Eakin falls within the definition of a "financial benefit" for the purposes of the Corporations Act.

Consequently, the issue of options to Gerard Eakin, 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 Gerard Eakin is being given in lieu of remuneration and is reasonable in the Company's circumstances. Therefore, it falls within the exception set out in section

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

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 options to be issued to the Relevant Directors is set out below:

he information required by ASX Listing Rule he Relevant Directors is set out below:	10.13 in respect of the Director options to be issued to
Name:	Gerard Eakin
Maximum number of securities:	1,000,000 options
Proposed date of Issue:	No later than one month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the options are to be issued:	Nil
Terms of securities:	Option to acquire Shares on the terms set out in Annexure 4.
Intended use of funds raised:	No funds will be raised from the issue. Any funds raised from the conversion of options to shares will be used to supplement working capital and the growth of the Company’s business.

Directors’ recommendation:

The Board (other than Mr Eakin) recommends that Shareholders vote in favour of Resolution 12.

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Company Secretary

Robert Whitton

YPB GROUP LTD

NOTICE OF 2016 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.

Listing Rule means a Listing Rule of ASX.

Motif Micro Vendors means those parties described in section 2.5.

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.

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 2016 ANNUAL GENERAL MEETING

Annexure 1

1. Resolution 5 –December Placements Shares

1. Resolution 5 –December Placements Shares
Name	Number of Shares
Lanstead Capital LP	19,230,769
NakarePtyLtd	750,000
SamsMarketingPtyLtd	578,999
NeverellaPtyLtd	1,000,000
Ack PtyLtdATFT Markoff FamilyTrust	4,000,000
AshgroveInvestmentsPtyLtd	385,000
Loftus GroupLimited	150,000
Brendan William Nesser&EdwinaKateAikman	400,000
MelbardNomineesPtyLtd<Suspense– NAB A/C	2,345,537
MercantileInvestments CoLimited	1,000,000
Plane SailingTrailsPtyLtd	100,000
TOTAL	29,940,305

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Annexure 2

Resolution 10 - Options Terms and Conditions

• a) Each option, when exercised, entitles the optionholder to subscribe for and be allotted one ordinary share in the capital of The Company;

• b) Each option is exercisable on or before 5.00 pm on the date that is 3 years after they are issued;

• c) The options can be exercised in whole or in part, and if exercised in part multiples of 100,000 must be exercised on each occasion;

• d) The exercise price of the options are as follows:

• a. In respect of 1,500,000 options - AUD$0.50 per option; and

• b. In respect of the balance - AUD$0.75 per option

• e) The options may be transferred;

• f) The optionholder will be permitted to participate in any new pro-rata issue of securities of The Company if it has exercised the options prior to the relevant record date for any such issue and the optionholder will be notified of any such issue in the manner required by the Listing Rules;

• g) The options do not confer on the holder any rights to participate in dividends until shares are allocated pursuant to the exercise of the options;

• h) In the event of a reorganisation of the issued capital of The Company, the options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on the optionholder which are not conferred on Shareholders;

• i) The number of shares to be issued pursuant to the exercise of options will be adjusted for bonus issues made prior to the exercise of the options so that, upon exercise of the options the number of Shares received by the optionholder will include the number of bonus Shares that would have been issued if the options had been exercised prior to the record date for the bonus issues. The exercise price of the options shall not change as a result of any such bonus issue;

• j) Application will not be made for the options to be granted quotation by ASX;

• k) The Company will apply to the ASX for the quotation of shares issued pursuant to the exercise of the options; and

• l) Subject to paragraph (i) above the options do not confer on the holder any right to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Annexure 3

Resolution 11 - Options Terms and Conditions

• a) Each option, when exercised, entitles the 0ptionholder to subscribe for and be allotted one ordinary share in the capital of The Company;

• b) Each option is exercisable on or before 5.00 pm on the date that is 3 years after they are issued;

• c) The options can be exercised in whole or in part, and if exercised in part multiples of 100,000 must be exercised on each occasion;

• d) The exercise price of the options are as follows:

  • a. In respect of 1,500,000 options - AUD$0.50 per option; and

  • b. In respect of the balance - AUD$0.75 per option

• e) The options may be transferred;

• f) The optionholder will be permitted to participate in any new pro-rata issue of securities of The Company if it has exercised the options prior to the relevant record date for any such issue and the optionholder will be notified of any such issue in the manner required by the Listing Rules;

• g) The options do not confer on the holder any rights to participate in dividends until shares are allocated pursuant to the exercise of the options;

• h) In the event of a reorganisation of the issued capital of The Company, the options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on the optionholder which are not conferred on Shareholders;

• i) The number of shares to be issued pursuant to the exercise of options will be adjusted for bonus issues made prior to the exercise of the options so that, upon exercise of the options the number of Shares received by the optionholder will include the number of bonus Shares that would have been issued if the options had been exercised prior to the record date for the bonus issues. The exercise price of the options shall not change as a result of any such bonus issue;

• j) Application will not be made for the options to be granted quotation by ASX;

• k) The Company will apply to the ASX for the quotation of shares issued pursuant to the exercise of the options; and

• l) Subject to paragraph (i) above the options do not confer on the holder any right to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Annexure 4

Resolution 12 - Options Terms and Conditions

• a) Each option, when exercised, entitles the optionholder to subscribe for and be allotted one ordinary share in the capital of The Company;

• b) Each option is exercisable on or before 5.00 pm on the date that is 4 years after they are issued;

• c) The options can be exercised in whole or in part, and if exercised in part multiples of 100,000 must be exercised on each occasion;

• d) The exercise price of the options is AUD$0.50 per option

• e) The options may be transferred;

• f) The optionholder will be permitted to participate in any new pro-rata issue of securities of The Company if it has exercised the options prior to the relevant record date for any such issue and the optionholder will be notified of any such issue in the manner required by the Listing Rules;

• g) The options do not confer on the holder any rights to participate in dividends until shares are allocated pursuant to the exercise of the options;

• h) In the event of a reorganisation of the issued capital of The Company, the options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on the optionholder which are not conferred on Shareholders;

• i) The number of shares to be issued pursuant to the exercise of options will be adjusted for bonus issues made prior to the exercise of the options so that, upon exercise of the options the number of Shares received by the optionholder will include the number of bonus Shares that would have been issued if the options had been exercised prior to the record date for the bonus issues. The exercise price of the options shall not change as a result of any such bonus issue;

• j) Application will not be made for the options to be granted quotation by ASX;

• k) The Company will apply to the ASX for the quotation of shares issued pursuant to the exercise of the options; and

• l) Subject to paragraph (i) above the options do not confer on the holder any right to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised.

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

Annexure 5

Resolution 9

1. Terms of and rights attaching to 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

YPB GROUP LTD

NOTICE OF 2016 ANNUAL GENERAL MEETING

extent necessary in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

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 an 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 5, 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 � 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 Wednesday 11 May 2016.

�TO VOTE ONLINE	BY SMARTPHONE
STEP 1: VISITwww.votingonline.com.au/ypbagm2016
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):

.

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 11:00am AEST on Wednesday 11 May 2016. 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/ypbagm2016

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

• � In Person Level 12, 225 George 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 Friday 13 May 2016 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 Resolutions 1, 8A-E, 11 and 12 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1, 8A-E, 11 and 12 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. 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*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*		FOR	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*	AGAINST ABSTAIN*
Res	1	Adoption of Directors Remuneration						Res 8B	Issue of Shares to Robert Whitton
		Report
Res	2	Re-election of Mr Gerard Eakin as a						Res 8C	Issue of Shares to George Su
		Director
Res	3	Re-election of Mr Ronald Langley as a						Res 8D	Issue of Shares to Ronald Langley
		Director
Res	4	Approval of issue of new shares to Motif						Res 8E	Issue of Shares to Geoffrey Raby
		Micro Vendors
Res	5	Ratification of December Share						Res 9	Approval of additional capacity to issue
		Placements							shares under Listing Rule 7.1A
									(Special Resolution)
Res	6	Ratification of prior share issue to satisfy						Res 10	Approval of issue of Options to BW
		payment of fee							Equities
Res	7	Ratification of February share placements						Res 11	Approval of issue of Options to Jens
									Michel
Res	8A	Issue of Shares to John Houston						Res 12	Approval of issue of Options to Gerard
									Eakin

STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.	STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.	STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.	STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.	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 / / 2016