CODEIFAI LIMITED — AGM Information 2019

Oct 20, 2019

YPB Group Ltd ACN 108 649 421

Notice of General Meeting

Notice is given that the General Meeting of Shareholders of YPB Group Limited (“ YPB ” or the “ Company ”) will be held at 4.00 pm (Sydney time), on Wednesday, 20 November 2019 (Sydney time) at Grosvenor Place, Level 12, 225 George 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 General Meeting are those who are registered Shareholders as at 7pm (Sydney time) on 18 November 2019. Terms used in this Notice are defined in the Glossary in Annexure 2 which forms part of the Explanatory Memorandum.

AGENDA

Resolution 1

RATIFICATION OF PRIOR ISSUE OF SHARES TO VARIOUS SOPHISTICATED AND PROFESSIONAL INVESTORS

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

That, for the purposes of Listing Rule 7.4 and for all other purposes, the previous issue of 224,105,083 Shares to various sophisticated and professional investors on the terms and conditions as detailed in the Explanatory Memorandum, be and is hereby ratified and approved.

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 1, by or on behalf of a person who is participated in the issue or an associate of those 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 the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

Resolution 2

APPROVAL OF ISSUE OF SHARES TO S3 CONSORTIUM PTY LTD

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

“That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue 24,300,000 Shares to S3 Consortium Pty Ltd for services rendered to the Company on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 2, by or on behalf of S3 Consortium Pty Ltd, a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of the aforementioned entity. However, the Company will not disregard a vote if:

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

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

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

YPB GROUP LTD NOTICE OF GENERAL MEETING

Resolution 3

APPROVAL OF ISSUE OF SHARES AND OPTIONS TO EVERBLU CAPITAL PTY LTD

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

“That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue 45,321,300 Shares and 35,714,285 Options to EverBlu Capital Pty Ltd for services rendered to the Company on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 3, by or on behalf of EverBlu Capital Pty Ltd, a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of the aforementioned entity. However, the Company will not disregard a vote if:

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

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

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

Resolution 4

APPROVAL TO GRANT PERFORMANCE RIGHTS – MR GEORGE SU

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to grant 4,000,000 Performance Rights to Mr George Su or a nominee entity of Mr George Su pursuant to the Performance Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 4, by or on behalf of Mr George Su or an associate of Mr George Su. However, the Company will not disregard a vote if:

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

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

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

YPB GROUP LTD NOTICE OF GENERAL MEETING

Resolution 5

APPROVAL TO GRANT PERFORAMNCE RIGHTS – MR GERARD EAKIN

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the Company to grant 4,000,000 Performance Rights to Mr Gerard Eakin or a nominee entity of Mr Gerard Eakin pursuant to the Performance Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 5, by or on behalf of Mr Gerard Eakin or an associate of Mr Gerard Eakin. However, the Company will not disregard a vote if:

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

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

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

Resolution 6

APPROVAL TO GRANT PERFORMANCE RIGHTS – MR PHILIP WADE

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 8,000,000 Performance Rights to Mr Philip Wade or a nominee entity of Mr Philip Wade pursuant to the Performance Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 6, by or on behalf of Mr Philip Wade or an associate of Mr Philip Wade. However, the Company will not disregard a vote if:

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

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

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

Resolution 7

APPROVAL TO GRANT PERFORMANCE RIGHTS – MR JOHN HOUSTON

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 69,424,658 Performance Rights to Mr John Houston or a nominee entity of Mr John Houston pursuant to the Performance Rights Plan and on the terms and conditions set out in the Explanatory Statement.”

YPB GROUP LTD

NOTICE OF GENERAL MEETING

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of Resolution 7, by or on behalf of Mr John Houston or an associate of Mr John Houston. However, the Company will not disregard a vote if:

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

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

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

Dated: 18 October 2019

By order of the Board.

Sebastian Andre Company Secretary

YPB GROUP LTD

NOTICE OF 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 18 November 2019.

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 12 Boardroom Pty Limited + 61 2 9290 9655 225 George Street GPO Box 3993 Sydney NSW 2000 Sydney NSW 2001 Australia Australia

Online

https://www.votingonline.com.au/ypbgmnov2019

YPB GROUP LTD NOTICE OF GENERAL MEETING

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

In accordance with the Corporations Act, 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.

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 Sebastian Andre on 08 6555 2950 if they have any queries in respect of the matters set out in these documents.

YPB GROUP LTD NOTICE OF 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 RESOLUTION 1: RATIFICATION OF PRIOR ISSUES OF SHARES

(a) Background

On 6 August 2019, the Company issued 224,105,083 Shares, each at an issue price of $0.00714 to various sophisticated and professional investors who participated in a placement announced on 1 August 2019 ( Placement ).

The Shares were issued under Listing Rule 7.1 and 7.1A as follows:

• (a) 137,570,468 Shares were issued under Listing Rule 7.1; and

• (b) 86,534,615 Shares were issued under Listing Rule 7.1A.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more than 15% of its issued capital in any 12 month period without Shareholder approval.

Listing Rule 7.4 provides that where a company in a general meeting ratifies a previous issue of Securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

Listing Rule 7.1A enables certain Eligible Entities to seek Shareholder approval to issue Securities up to 10% of its issued capital over a 12 month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution. This additional 10% placement capacity is in addition to the Eligible Entity's 15% placement capacity under Listing Rule 7.1. The Company obtained approval from Shareholders to issue Securities under Listing Rule 7.1A at the Company's last annual general meeting held on 17 June 2019.

A note to Listing Rule 7.4 provides that the issue of securities made under Listing Rule 7.1A can be ratified by Shareholders under Listing Rule 7.4. If Shareholders ratify the issue of Securities, the issue will not reduce the Company's placement capacity under Listing Rule 7.1A.

Accordingly, Resolution 1 seeks Shareholder approval for and ratification of the issue of:

• (a) 137,570,468 Shares issued under the Company's annual 15% placement capacity under Listing Rule 7.1; and

• (b) 86,534,615 Shares issued under the Company's additional 10% placement capacity under Listing Rule 7.1A,

under Listing Rule 7.4 to provide flexibility to the Company to issue Securities under the 15% placement capacity under Listing Rule 7.1 and additional 10% placement capacity under Listing Rule 7.1A in the next 12 months without the requirement to obtain Shareholder approval.

YPB GROUP LTD

NOTICE OF GENERAL MEETING

(b) Information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

esolution 1:
Number of securities issued:	A total of 224,105,083 Shares were issued, where: (a) 137,570,468 Shares issued under the Company's annual 15% placement capacity under Listing Rule 7.1; and (b) 86,534,615 Shares issued under the Company's additional 10% placement capacity under Listing Rule 7.1A.
Issue price:	$0.00714 per Share.
Terms of securities:	Fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.
Name of the allottee:	Various sophisticated and professional investors.
Use (or intended use) of funds:	Repayment of existing debt, fund marketing costs and business development activities, pay for costs related to the capital Placement and for general working capital purposes.

(c) Directors’ Recommendation

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

2.2 RESOLUTION 2: APPROVAL OF ISSUE OF SHARES TO S3 CONSORTIUM PTY LTD

(a) Background

Resolution 2 seeks Shareholder approval of an issue of 24,300,000 Shares to S3 Consortium Pty Ltd (trading as ‘StocksDigital’) in lieu of cash payable for investor relations services rendered to the Company.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more than 15% of its issued capital in any 12 month period without Shareholder approval.

By approving the issue of the 24,300,000 Shares to S3 Consortium Pty Ltd which are the subject of Resolution 2, the issue will not diminish the 15% annual placement capacity of the Company. This will provide the Company with flexibility to issue further Securities within the next 12 months up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

YPB GROUP LTD NOTICE OF GENERAL MEETING

(b) Information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

esolution 2:
Maximum number of securities to be issued:	24,300,000 Shares.
Proposed date of issue:	The Shares will be issued as soon as practicable following approval by the Shareholders, but in any event no later than three months after the date of the General Meeting. The issue of Shares will occur progressively during this three month period.
Issue price:	$0.005 per Share.
Name of the allottee:	S3 Consortium Pty Ltd.
Terms of securities:	Fully paid ordinary Shares which rank equally with the existing Shares on issue.
Use (or intended use) of funds:	No funds will be raised from the issue of the relevant Shares, however, the Company will discharge its obligation to pay for services provided by S3 Consortium Pty Ltd.

(c) Directors’ Recommendation

The Board recommends that Shareholders vote in favour of Resolution 2.

2.3 RESOLUTION 3: APPROVAL OF ISSUE OF SECURITIES TO EVERBLU CAPITAL PTY LTD

(a) Background

Resolution 3 seeks Shareholder approval to issue a total of 45,321,300 Shares and 35,714,285 Options to EverBlu Capital Pty Ltd in lieu of cash payable for services provided to the Company by EverBlu Capital Pty Ltd in respect of capital raising, corporate advisory and research services.

The issue of 30,772,748 Shares and 35,714,285 Options to EverBlu Capital Pty Ltd is in lieu of cash payable for a lead manager fee of $249,449.62 for the capital raise announced to the market on 13 February 2019. Please see Annexure 1 for an outline of the Option terms. The issue of 13,035,586 Shares is in lieu of cash payable for corporate advisory and research services of $91,241.10.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more than 15% of its issued capital in any 12 month period without Shareholder approval.

By approving the issue of a total of 45,321,300 Shares and 35,714,285 Options to EverBlu Capital Pty Ltd which are the subject of Resolution 3, the issue will not diminish the 15% annual placement capacity of the Company. This will provide the Company with flexibility to issue further Securities within the next 12 months up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

YPB GROUP LTD NOTICE OF GENERAL MEETING

(b) Information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 3:

esolution 3:
Maximum number of securities to be issued:	45,321,300 Shares and 35,714,285 Options.
Proposed date of issue:	The Securities will be issued on a single date no later than 3 months after the date of the General Meeting.
Issue price:	32,285,714 Shares to be issued at $0.008 per Share and free attaching Options. 13,035,586 Shares to be issued at $0.007 per Share.
Name of the allottee:	EverBlu Capital Pty Ltd.
Terms of securities:	Shares to be issued will be fully paid ordinary Shares which rank equally with the existing shares on issue. Options to be issued will be exercisable at any time on or prior to 30 April 2020. Further Option Terms are outlined in Annexure 1.
Use (or intended use) of funds:	No funds will be raised from the issue of the relevant Shares and options, however, the Company will discharge its obligation to pay for services provided by EverBlu Capital Pty Ltd in respect to research services, capital raising services and corporate advisory services provided to the Company.

(c) Directors’ Recommendation

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

2.4 RESOLUTIONS 4, 5, 6 and 7: APPROVAL TO GRANT PERFORMANCE RIGHTS TO DIRECTORS IN LIEU OF DIRECTOR’S FEES

(a) Background

The employee and officer incentive plan known as the YPB Group Limited Performance Rights Plan ( Performance Rights Plan ) was adopted by Shareholders at the Annual General Meeting held on 18 November 2014. The terms of the Performance Rights Plan provide that it must be approved by Shareholders every three (3) years. Accordingly, the Performance Rights Plan was re-adopted by Shareholders at the General Meeting held on 27 November 2017.

The Performance Rights Plan involves the issue of performance rights ( Performance Rights ) which are exercisable subject to certain conditions being met, and upon such exercise will result in the issue of one Share for every Performance Right to the relevant participant.

A summary of the terms of Performance Right Plan can be found in the Notice of General Meeting announcement made on 27 October 2017.

For a period of twelve (12) months from 1 April 2019 to 31 March 2020 the Directors have elected to forego the payment of Directors fees in cash in favour of receiving the value of their fees in an equivalent amount of Performance Rights subject to the approval of Shareholders. While all directors have elected to forgo their Director fees as outlined, Mr Houston has also reduced his remuneration as an executive of the Company by approximately half. This has allowed the Company to maximise its cash retention while retaining skilled personnel who are key to the activities of the Company.

YPB GROUP LTD

NOTICE OF GENERAL MEETING

The proposed value of each Performance Right to be granted under Resolutions 4, 5, 6 and 7 is $0.007 being that amount at which the most recent placement was conducted.

Approval of Resolutions 4, 5, 6 and 7 will allow the Company to apply those funds, which would otherwise be applied to Directors’ remuneration, to its commercial operations.

Performance Rights to be granted to the Directors have been determined based on:

• (a) their respective yearly Director fees and are issued in lieu of cash payments; and

• (b) a price of $0.007 per Share.

Under Resolutions 4, 5, 6 and 7 the Company is seeking Shareholder approval under Listing Rule 10.11 for the grant of Performance Rights to each of the Directors in lieu of Director’s fees for the period commencing 1 April 2019 and ending 31 March 2020 (excluding Mr Wade for whom the period will be 12 months from the date of his appointment as Director on 17 June 2019) .

(b) Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of Securities to a Related Party. Messrs Su, Eakin, Wade and Houston are considered to be Related Parties of the Company.

(c) Shareholder approval under Listing Rule 7.1 not sought

Exception 14 to Listing Rule 7.2 provides that Shareholder approval under Listing Rule 7.1 is not required for the issue of Securities to Related Parties which are approved under Listing Rule 10.11.

Accordingly, Shareholder approval is not required for the grant of Performance Rights to Messrs Su, Eakin, Wade and Houston and the Performance Rights will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1.

(d) 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 Performance Rights to Messrs Su, Eakin, Wade and Houston falls within the definition of a "financial benefit" for the purposes of the Corporations Act.

Consequently, the issue of Performance Rights to Messrs Su, Eakin, Wade and Houston 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 Messrs Su, Eakin, Wade and Houston 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 211 of the Corporations Act. Accordingly, Shareholder approval for the purposes of Chapter 2E of the Corporations Act is not being sought.

YPB GROUP LTD NOTICE OF GENERAL MEETING

(e) Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 4, 5, 6 and 7:

Name of the allottee:	(a) George Su. (b) Gerard Eakin. (c) Philip Wade. (d) John Houston.
Maximum number of securities to be issued:	(a) George Su: 4,000,000 Performance Rights. (b) Gerard Eakin: 4,000,000 Performance Rights. (c) Philip Wade: 8,000,000 Performance Rights. (d) John Houston: 69,424,659 Performance Rights.
Date of issue:	As soon as practical but in any event no later than one (1) month after the General Meeting.
Price at which the Securities are to be issued:	Nil.
Terms of securities:	The Performance Rights to be issued to Messrs Su and Eakin will become exercisable upon the completion of a 12 month period commencing on 1 April 2019. The Performance Rights to be issued to Mr Houston will become exercisable upon the completion of a 3 month period commencing on 1 October 2019. The Performance Rights to be issued to Mr Wade will become exercisable upon the completion of a 12 month period commencing 17 June 2019. If the Director ceases office at any time during the period as set out above, the Performance Rights will be pro-rated for their time served as Director until the cessation date and become exercisable.
Conversion:	Each Performance Right will convert into one (1) Share upon exercise.
Purpose of the issue:	Consideration in lieu of Director fees.
Use (or intended use) of the funds raised:	No funds will be raised.

(f) Directors’ Recommendation:

The Board (with each Director abstaining from making a recommendation that concerns their individual remuneration) recommends that Shareholders vote in favour of Resolutions 4, 5, 6 and 7.

YPB GROUP LTD NOTICE OF GENERAL MEETING

ANNEXURE 1: OPTION TERMS

Term	Detail
Exercise Price	The exercise price for the Options will be $0.025 per Option.
Entitlement on exercise	Each Option entitles the holder to subscribe for one Share (New Share).
Expiry Date	30 April 2020.
Period of exercise	Options may be exercised at any time prior to the Expiry Date. Any Options not exercised by the Expiry Date will automatically lapse.
How to exercise an Option	To exercise, the holder is required to deliver a duly completed notice of exercise to the Company at any time prior to the Expiry Date.
Issue of Shares	Within 5 Business Days after receipt of a valid notice of exercise, the Company will issue the New Shares pursuant to the exercise of the Options.
Ranking	New Shares issued on exercise of the Options will rank equally with all existing Shares.
Quotation	The Company will seek to obtain quotation of the Options.
Transferability	The Options are transferable.
Reconstruction of capital	If at any time the issued capital of the Company is reconstructed (including consolidation, subdivision, reduction of return), all rights of a holder of Options are to be changed to the extent necessary in a manner consistent with the Corporations Act and the 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 these Options will be afforded the period of at least 5 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 underlying ordinary shares	If there is a bonus issue to shareholders, the number of 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 Listing Rule 6.22.2.

YPB GROUP LTD NOTICE OF GENERAL MEETING

ANNEXURE 2: GLOSSARY

ASX means ASX Limited or the market operated by it, as the context requires.

$ means Australian Dollars.

Board means the board of directors of the Company.

Business Day means a day on which the banks are open for general banking business in Sydney, Australia.

Chairman means the Chairman of the General Meeting.

Company or YPB means YPB Group Limited ACN108 649 421.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Eligible Entities as defined in Listing Rule 19.

Equity Securities as defined in Listing Rule 19.

EverBlu Capital Pty Ltd means EverBlu Capital Pty Ltd ACN 612 793 683.

Expiry Date has the meaning ascribed to that term in Annexure 1.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of the ASX.

New Share has the meaning ascribed to that term in Annexure 1.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Option means an option to subscribe for a fully paid ordinary Share in the capital of the Company.

Option Terms means the terms of the Options set out in Annexure 1.

Performance Rights has the meaning ascribed to that term in section 2.4(a).

Performance Rights Plan has the meaning ascribed to that term in section 2.4(a).

Placement has the meaning ascribed to that term in section 2.1(a).

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

Related Party as defined in section 228 of the Corporations Act.

Resolution means a resolution to be passed at the General Meeting.

S3 Consortium Pty Ltd means S3 Consortium Pty Ltd ACN 135 239 968.

Securities as defined in Listing Rule 19.

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

Shareholder means the holder of a Share.

VWAP means the volume weighted average share price 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).

==> picture [188 x 89] intentionally omitted <==

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 4:00pm (Sydney Time) on Monday 18 November 2019.

 TO VOTE ONLINE

==> picture [16 x 16] intentionally omitted <==

BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/ypbgmnov2019 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

==> picture [61 x 61] intentionally omitted <==

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 securityholder 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 4:00pm (Sydney Time) on Monday 18 November 2019. 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 https://www.votingonline.com.au/ypbgmnov2019  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited 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 ACN 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 securityholder) 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 General Meeting of the Company to be held at Boardroom Pty Limited, Grosvenor Place, Level 12, 225 George Street, Sydney NSW 2000 on Wednesday, 20 November 2019 at 4:00pm (Sydney Time) 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 4 – 7 , I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolution/s even though Resolutions 4 – 7 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 4 – 7). 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.

VOTING DIRECTIONS

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of Prior Issue of Shares to Various Sophisticated and Professional Investors Resolution 2 Approval of Issue of Shares to S3 Consortium Pty Ltd Resolution 3 Approval of Issue of Shares and Options to Everblue Capital Pty Ltd Resolution 4 Approval to Grant Performance Rights – Mr George Su Resolution 5 Approval to Grant Performance Rights – Mr Gerard Eakin Resolution 6 Approval to Grant Performance Rights – Mr Philip Wade Resolution 7 Approval to Grant Performance Rights – Mr John Houston

==> picture [95 x 186] intentionally omitted <==

STEP 3 SIGNATURE OF SECURITYHOLDERS

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

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

Securityholder 3 Director / Company Secretary

Contact Name……………………………………………....

Contact Daytime Telephone………………………................................

Date

/

/ 2019