CODEIFAI LIMITED - AGM Information 2023

2 May 2023

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Dear Shareholder,

General Meeting – Letter to Shareholders

YPB Group Limited (ASX: YPB) ( YPB or the Company ) advises that the Annual General Meeting of the Company ( AGM ) will be held at 1.00pm (AEST) on Wednesday, 31 May 2023 as a virtual meeting . ( Meeting ).

Details on how to attend and participate in the virtual meeting can be found below and in the Notice of Meeting.

In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. For further information on your right to elect to receive documents from the Company electronically or physically, please see Annexure A to this letter.

The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://ypbsystems.com/en/invest/investor-relations.

The Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://ypbsystems.com/en/invest/investor-relations . Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting. If you wish to receive a hard copy of the Notice, please contact the Company Secretary on [email protected].

The Meeting will be accessible to all shareholders virtually via a live webinar, further details of which are set out below.

Venue – Virtual Meeting

If you wish to attend the virtual AGM, Shareholders may do so by entering the following URL into an internet browser on your computer, laptop, smartphone, tablet or other smart mobile device: https://us02web.zoom.us/j/86788142457?pwd=K1I2Rys2Qkt5L0dwL2poelFXaVhndz09

Your vote is important

The business of general meeting affects your shareholding, and your vote is important.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who can vote in accordance with the instructions set out below.

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YPB Group Limited ypbsystems.com Level 5 126 Phillip Street SYDNEY NSW 2000

[email protected]

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Voting virtually at the Meeting

If you choose to participate in the AGM you will be able to vote online through the meeting platform.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge online at:https://www.votingonline.com.au/ypbagm2023
By post	Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001
By hand	Boardroom Pty Limited, Level 12/225 George Street, Sydney NSW 2000
By fax	+61 2 9290 9655

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Enquiries

Shareholders are encouraged to contact the Company Secretary, Lucy Rowe on +61 2 7250 6621 if they have any queries in respect of this Meeting.

Yours faithfully,

Lucy Rowe

Company Secretary

YPB Investor enquiries [email protected]

Ben Jarvis 0413 150 448 [email protected] Six Degrees Investor Relations

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YPB Group Limited Level 5 126 Phillip Street SYDNEY NSW 2000

[email protected]

ypbsystems.com

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About YPB Group

YPB Group Limited (ASX:YPB) develops and sells a suite of product authentication and consumer engagement technologies designed for a world where authenticity triggers engagement, and the value of consented first party data is ever increasing.

The combination of YPB’s covert tracer and smartphone authentication technologies together with its proprietary Connect platform allows product packaging to become connected. YPB’s technology opens cost-effective, digital, and direct marketing channels between brands and their consumers, while protecting both against counterfeits and allowing tailored marketing campaigns directly back to the scanning smartphone.

YPB is focused on the rapidly growing Australian, South-East Asian, and Chinese markets and our focus is dairy products, official identification documents, alcohol brands, FMCG manufacturers, global packaging partners and integrators. Our target markets represent billions of items and are growing rapidly. To learn more please visit: https://www.ypbsystems.com

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[email protected]

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YPB Group Limited ypbsystems.com Level 5 126 Phillip Street SYDNEY NSW 2000

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YPB GROUP LIMITED ACN 108 649 421

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held via Zoom teleconference on Wednesday, 31 May 2023 at 1:00pm (AEST).

Virtual Meeting

YPB Group Limited ( Company ) strongly encourages all Shareholders to vote by directed proxy in lieu of attending the Meeting in person. Proxy Forms for the Meeting must be lodged before 1:00pm (AEST) on Monday, 29 May 2023. Shareholders can attend this virtual Meeting via Zoom where Shareholders will be able to watch, listen and vote online. Details on how to access the virtual Meeting are provided in the Notice. Please contact the Company by emailing [email protected] or by phone at +61 (02) 8072 1400 if you have any queries. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5:00pm (AEST) on Monday, 29 May 2023. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at https://ypbsystems.com. The business of the Meeting affects your shareholding and your vote is important. This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting. Should you wish to discuss any matter please do not hesitate to contact the company secretary, Lucy Rowe, by telephone on +61 (02) 8072 1400

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YPB GROUP LIMITED ACN 108 649 421

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of YPB Group Limited ACN 108 649 421 ( Company ) will be held via Zoom teleconference on Wednesday, 31 May 2023 at 1:00pm (AEST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 29 May 2023 at 7:00pm (AEST).

The Company advises that an online poll will be conducted for all Resolutions.

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1 Resolution 1 – Remuneration Report

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

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

In accordance with section 250R of the Corporations Act, vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

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(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2 Resolution 2 – Re-election of Mr Gerard Eakin as Director

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

"That, pursuant to and in accordance with Listing Rule 14.4 and Article 7.14 of the Constitution and for all other purposes, Mr Gerard Eakin, Director, retires and being eligible pursuant to Article 7.17 of the Constitution, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

3 Resolution 3 – Approval for 10% Placement Capacity

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 3 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities

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under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 3.

4 Resolution 4 – Approval to Issue up to $4,000,000 worth of Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to the number of Shares determined by $4,000,000 divided by the Proposed Share Issue Price on the terms and conditions in the Explanatory Memorandum ( Proposed Share Issue )."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the Proposed Share Issue (except a benefit solely by reason of being a holder of ordinary securities) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Note: the proposed allottees of any Shares issued under Resolution 4 is not as yet known or identified. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1, as at the date of this Notice it is not known who may participate in the Proposed Share Issue (if any). Accordingly, no Shareholders are currently excluded from voting on this Resolution 4.

5 Resolution 5 – Ratification of Tranche 1 Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue of 202,702,702 Shares on the terms and conditions in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue of Shares or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6 Resolution 6 – Issue of Tranche 2 Placement Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 135,135,134 Shares pursuant to the Tranche 2 Placement on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7 Resolution 7 – Issue of Placement Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 337,837,836 Options on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Options (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

8 Resolution 8 – Issue of Shares and Options to Mr John Houston under the Tranche 2 Placement

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the issue of up to 112,612,613 Shares and 112,612,613 Options to Mr John Houston (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr John Houston (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of, the issue of Shares and Options (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

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However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9 Resolution 9 – Issue of Lead Manager Options to EverBlu

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of 112,612,613 Options to EverBlu Corporate Capital Pty Ltd (and/or its nominee(s)) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Corporate Capital Pty Ltd (and/or its nominee(s)) and any other person who will obtain a material benefit as a result of, the issue of Options (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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10 Resolution 10 – Ratification of Shares to NVISO under the Licence Agreement

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 10,000,000 Shares to NVISO SA on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of NVISO SA or any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a holder of ordinary securities) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

11 Resolution 11 – Approval of Maximum Aggregate Amount of Non-Executive Directors’ Fees

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

“That, pursuant to and in accordance with Listing Rule 10.17 and Article 7.33 of the Constitution and for all other purposes, Shareholders approve the maximum total fees payable to nonexecutive Directors to be $120,000 per annum on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a Director or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

12 Resolution 12 – Adoption of Employee Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders approve the adoption of the Company's "Employee Incentive Plan" ( Plan ) and the grant of Shares, Performance Rights, Options and the issue of the underlying Shares upon the exercise or conversion of those Performance Rights and Options on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Plan or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and:

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

13 Resolution 13 – Ratification of Performance Rights – Mr Martin David Ross

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 40,000,000 Performance Rights to Mr Martin David Ross (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Martin David Ross (and/or his nominee(s)) or an associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or
(b) the Chairperson of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

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(ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 2 May 2023 By order of the Board Lucy Rowe

Company Secretary

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YPB GROUP LIMITED ACN 108 649 421

EXPLANATORY MEMORANDUM

1 Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting via Zoom teleconference held on Wednesday, 31 May 2023 at 1:00pm (AEST).

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2 Action to be taken by Shareholders Section 3 Background Section 4 Annual Report Section 5 Resolution 1 – Remuneration Report Section 6 Resolution 2 – Re-election of Director – Mr Gerard Eakin Section 7 Resolution 3 – Approval for 10% Placement Capacity Section 8 Resolution 4 – Approval to Issue up to $4,000,000 worth of Shares Section 9 Resolution 5 – Ratification of Tranche 1 Placement Shares Section 10 Resolution 6 – Issue of Tranche 2 Placement Shares Section 11 Resolution 7 – Issue of Placement Options Section 12 Resolution 8 – Issue of Shares and Options to Mr John Houston under the Tranche 2 Placement Section 13 Resolution 9 – Issue of Lead Manager Options to EverBlu Section 14 Resolution 10 – Ratification of Shares to NVISO under the Licence Agreement Section 15 Resolution 11 – Approval of Maximum Aggregate Amount of NonExecutive Director Fees

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Section 16 Resolution 12 – Adoption of Employee Incentive Plan Section 17 Resolution 13 – Ratification of Performance Rights – Mr Martin David Ross

Schedule 1 Definitions and Interpretation Schedule 2 Terms and Conditions of Options Schedule 3 Summary of Licence Agreement Schedule 4 Summary of Employee Incentive Plan Schedule 5 Terms and Conditions of Performance Rights

A Proxy Form is located at the end of this Explanatory Memorandum.

2 Action to be taken by Shareholders

Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

The Company advises that a poll will be conducted for all Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 1:00pm (AEST) on Monday, 29 May 2023, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at https://ypbsystems.com.

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3 Background

3.1 Placement

On 20 March 2023, the Company announced that it had received firm commitments for a placement of new Shares to raise $2 million (before costs) at $0.00444 per Share, to be issued by the Company together with one free attaching Option for every one Share subscribed for under the placement, exercisable at $0.005 per Option and expiring 12 months from the date of issue ( Placement ). The Placement comprises:

(a) the issue of 202,702,702 Shares to professional and sophisticated investors, which were issued on 22 March 2023 (utilising part of the Company's placement capacity pursuant to Listing Rule 7.1) and, subject to Shareholder approval, the issue of 202,702,702 Options ( Tranche 1 Placement ); and
(b) subject to Shareholder approval, the issue of 247,747,747 Shares and 247,747,747 Options will be issued to professional and sophisticated investors and Mr John Houston, a Director of the Company ( Tranche 2 Placement ).

EverBlu Corporate Capital Pty Ltd ( EverBlu ) acted as lead manager to the Placement and received a 6% fee on the total amount raised under the Placement and subject to Shareholder approval with issue of 112,612,613 Options.

Refer to the Company's ASX announcements on, and after, 16 March 2023 for further details of the Placement.

Resolutions 5 to 9 (inclusive) seek Shareholders' approval for the issue of Shares and Options pursuant to the Placement:

(a) Resolution 5 seeks Shareholder approval for the ratification of Shares issued under the Tranche 1 Placement;
(b) Resolution 6 seeks Shareholder approval for the issue of Shares under the Tranche 2 Placement;
(c) Resolution 7 seeks Shareholder approval for the issue of Options under the Placement;
(d) Resolution 8 seeks Shareholder approval for Mr John Houston (and/or his nominee(s)) to participate in the Tranche 2 Placement; and
(e) Resolution 9 seeks Shareholder approval for the issue of Options to EverBlu.
3.2 Capital Structure

The effect of the issue of Shares under the Tranche 2 Placement, the issue of Options under the Placement and the issue of Options to EverBlu (assuming no further Shares are issued, no Options are exercised and no Performance Rights are converted) is as follows:

Class	Shares	Options	Performance Rights
Securities on issue as at the date of this Notice	619,248,856(1)	342,560,000	49,176,353
Shares to be issued pursuant to the Tranche 2 Placement	247,747,747		-
Options to be issued pursuant to the	-	450,450,449	-

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Placement
Options to be issued to EverBlu	-	112,612,613	-
Total	866,996,603	905,623,062	49,176,353

The number of Options which may be issued is limited by Listing Rule 7.16, which provides that an entity must not issue options if it would have more options on issue than underlying securities. The Company will not issue the Options to EverBlu if the issue would result in the Company breaching Listing Rule 7.16.

If the Company does not issue the Options to EverBlu, the Company may need to satisfy its obligation to EverBlu with some other form of consideration, likely the equivalent cash value of the Options, which would otherwise be directed to the Company's existing assets and new opportunities.

Pursuant to Resolution 4, the Company is seeking Shareholder approval for a proposed share issue of such number of Shares determined by dividing $4,000,000 by the proposed share issue price. The effect of the issue of Shares under the Tranche 2 Placement, the issue of Options under the Placement, the issue of Options to EverBlu and the issue of shares under Resolution 4 (assuming no further Shares are issued, no Options are exercised and no Performance Rights are converted) is as follows:

Class	Shares	Options	Performance Rights
Securities on issue as at the date of this Notice	619,248,856	342,560,000	49,176,353
Shares to be issued pursuant to the Tranche 2 Placement	247,747,747		-
Options to be issued pursuant to the Placement	-	450,450,449	-
Options to be issued to EverBlu	-	112,612,613	-
Shares to be issued pursuant to the Proposed Share Issue	1,333,333,333(1)
Total	2,200,329,936	905,623,062	49,176,353

Note:

We have assumed an issue price of $0.003, being the current Share price at the date of this notice of meeting for the Proposed Share Issue.

4 Annual Report

In accordance with section 317(1) of the Corporations Act, the Annual Report for the financial year ended 31 December 2022 must be laid before the Meeting.

At the Meeting, Shareholders will be offered the opportunity to:

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(a) discuss the Annual Report which is available online at www.ypbsystems.com;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Auditor about:

(a) the preparation and contents of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor in relation to the conduct of the audit,

may be submitted no later than five Business Days before the Meeting (being, no later than 1:00pm (AEST) on Friday, 24 May 2023) to the company secretary at the Company's registered office.

Please note that if you have elected to continue to receive a hard copy of the Annual Report, it will be mailed to you no later than 21 days before the Meeting.

However, if you did not elect to continue to receive a hard copy of the Annual Report and now (or at some time in the future) wish to receive a hard copy of the Annual Report, please contact the Company, who will arrange to mail you a hard copy.

5 Resolution 1 – Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out:

(a) the remuneration policy for the Company; and
(b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors of the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Pursuant to the Corporations Act, Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2022 annual general meeting. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the 2024 annual general meeting, this may result in the re-election of the Board.

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The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

6 Resolution 2 – Re-election of Director – Mr Gerard Eakin

Article 7.14 of the Constitution requires one third of the Directors, excluding the Managing Director (rounded down to the nearest whole number) to retire at each annual general meeting where the Company has three or more Directors.

Article 7.17 of the Constitution states that a Director who retires from office under Article 7.14 of the Constitution is eligible for re-election.

Accordingly, Resolution 2 provides that Mr Gerard Eakin will retire by rotation at this Meeting and, being eligible, seeks re-election as a Director.

Details of the qualifications and experience of Mr Gerard Eakin are set out in the Annual Report.

Resolution 2 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

Board Recommendation

The Board (excluding Mr Gerard Eakin) recommends that Shareholders vote in favour of Resolution 2.

7 Resolution 3 – Approval for 10% Placement Capacity

7.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period ( 15% Placement Capacity ).

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company's 15% Placement Capacity under Listing Rule 7.1.

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

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The Company is seeking Shareholder approval to have the ability to issue Equity Securities under the 10% Placement Capacity. The number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

If Resolution 3 is passed, the Company will be able to issue Equity Securities under the 10% Placement Capacity, in addition to the Company’s 15% Placement Capacity.

If Resolution 3 is not passed, the Company will not be able to issue any Equity Securities under the 10% Placement Capacity and will have to rely upon the Company's 15% Placement Capacity.

Resolution 3 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).

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

7.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Capacity is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the company.

The Company, as at the date of the Notice, has on issue two quoted classes of Equity Securities, being Shares and listed Options.

(c) Formula for calculating 10% Placement Capacity

Listing Rule 7.1A.2 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 in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue at the commencement of the relevant period:
(A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- (I) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- (II) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
(C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

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(I) the agreement was entered into before the commencement of the relevant period; or
(II) the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;
(D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
(E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;
(F) less the number of Shares cancelled in the relevant period.

Note that A has the same meaning in 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 Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% Placement Capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 619,248,856 Shares and therefore has the capacity to issue:

(i) 92,887,328 Equity Securities under Listing Rule 7.1; and
(ii) subject to Shareholder approval being obtained under Resolution 3, 61,924,885 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

(ii) the time and date of the entity’s next annual general meeting; or

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(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

(the 10% Placement Period ).

7.3 Effect of Resolution

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% Placement Capacity under Listing Rule 7.1.

7.4 Specific information required by ASX Listing Rule 7.3A

The following information in relation to Resolution 3 is provided to Shareholders for the purposes of Listing Rule 7.3A:

(a) Shareholder approval will be valid during the 10% Placement Period as detailed in Section 7.2(f).
(b) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(c) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of listed Options, only if the listed Options are exercised). There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(d) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.
(e) The table also shows:
(i) two examples where variable 'A' has increased, by 50% and 100%. Variable 'A' is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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		Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
Variable “A” ASX Listing Rule 7.1A.2		$0.0015	$0.003	$0.006
		50% decrease in issue price	issue price	100% increase in issue price
Current Variable A	10% voting dilution	61,924,885	61,924,885	61,924,885
619,248,856 Shares	Funds raised	$92,887	$185,775	$371,549
50% increase in current Variable A	10% voting dilution	92,887,328	92,887,328	92,887,328
928,873,284 Shares	Funds raised	$139,331	$278,662	$557,324
100% increase in current Variable A	10% voting dilution	123,849,771	123,849,771	123,849,771
1,238,497,712 Shares	Funds raised	$185,775	$371,549	$743,099

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.
(ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
(iii) 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%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement Capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.
(vii) Variable A is based on the total number of Shares on issue as at 28 April 2023.
(viii) The issue price is $0.003, being the closing price of the Shares on ASX on 28 April 2023.
(f) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve 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).
(g) The Company may seek to issue the Equity Securities for cash consideration. As at the date of this Notice, the Company has not formed an intention to issue Equity Securities during the 10% Placement Period. However, in such circumstances, the

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Company intends to use the funds raised towards the future growth of the Company which may include (without limitation), an acquisition of new assets or investments (including expense associated with such acquisition), expenditure on the Company's current assets and/or general working capital.

(h) The Company will comply with the disclosure obligations under Listing Rules 3.10.3 and 7.1A.4 upon issue of any Equity Securities.
(i) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the subscribers of Equity Securities will be determined on a case by case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(j) The subscribers under the 10% Placement Capacity have not been determined as at the date of the Notice but may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders, clients of Australian Financial Service Licence holders (and/or their nominee(s)), or any other person to whom the Company is able to make an offer of Equity Securities.
(k) During the 12 month period preceding the proposed date of the Meeting, being on and from the Company's annual general meeting held on Monday, 28 May 2022, the Company has not issued or agreed to issue any Equity Securities under Listing Rule 7.1A.
(l) A voting exclusion statement is included in the Notice for Resolution 3. However, as at the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities under Listing Rule 7.1A.

7.5 Board Recommendation

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

8 Resolution 4 – Approval to issue up to $4,000,000 worth of Shares

8.1 Background

Resolution 4 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) for the issue of that number of Shares determined by $4,000,000 divided by the proposed share issue price ( Proposed Shares ), ( Proposed Share Issue ).

The Proposed Share Issue price will not be less than 80% of the five (5) Trading Day VWAP of the Shares recorded prior to the announcement of the Proposed Share Issue ( Proposed Share Issue Price ).

Resolution 4 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

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8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The issue of the Proposed Shares does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, it effectively uses up part of the Company's 15% Placement Capacity, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Proposed Shares.

If Resolution 4 is passed, the issue of the Proposed Shares can proceed without using any of the Company's 15% Placement Capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Proposed Shares and would have to rely on the 15% Placement Capacity to have any Proposed Shares or alternate funding options to raise additional funding for its business operations described in Section 8.3(g).

8.3 Specific information required by Listing Rule 7.3

The following information in relation to Resolution 4 is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The Directors intend that the Proposed Shares will be issued to institutional, professional and sophisticated investors who are not related parties of the Company. The Company has not determined who will be issued any Proposed Shares and this will be determined by the Company and its lead manager (if any) assisting with the Proposed Share Issue.
(b) The maximum number of Proposed Shares to be issued is up to that number of Shares which, when multiplied by the Proposed Share Issue Price, equals $4,000,000.
(c) The table below provides examples of the maximum number of Shares that may be issued if Shareholders approve this Resolution 4. The table uses various issue prices to calculate the maximum number of Proposed Shares that may be issued assuming $4,000,000 is raised by the Company (rounded down to the nearest whole number):

Issue Price ($ per Share)	Number of Proposed Shares
0.008	500,000,000
0.007	571,428,571
0.006	666,666,666
0.005	800,000,000
0.004	1,000,000,000
0.003	1,333,333,333
0.002	2,000,000,000
0.001	4,000,000,000

(d) All Proposed Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue.

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(e) The Proposed Shares will be issued no later than three months following the date of the Meeting. It is intended that the issue of the Proposed Shares will occur progressively.
(f) The issue price per Proposed Share will be calculated using the five (5) Trading Day VWAP for Shares. For the purposes of the below examples, it has been assumed that the issue price of the Proposed Shares will not be less than 80% of the five (5) Trading Day VWAP.

Example 1: Using the current Share price of $0.003 at the time of preparing the Notice as being equivalent to the five (5) Trading Day VWAP for illustration purposes, the issue price will not be less than 80% of $0.003, which is $0.0024. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 4 would be approximately 1,666,666,667 Shares.

Example 2: If the five (5) Trading Day VWAP is decreased by 50% which is equal to $0.0015, the issue price will not be less than 80% of $0.0015, which is $0.0012. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 4 would be approximately 3,333,333,333 Shares.

Example 3: If the five (5) Trading Day VWAP is increased by 50% which is equal to $0.0045, the issue price will not be less than 80% of $0.0045, which is $0.0036. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution 4 would be approximately 1,111,111,111 Shares.

Potential Dilution Effect:

Total no. of Shares on issue post issue of Shares	Total no. of Shares on issue post issue of Shares	Dilution Factor*
1,666,666,667	2,285,915,523	72.9%
3,333,333,333	3,952,582,189	84.3%
1,111,111,111	1,730,359,967	64.2%

*The dilution factor does not take into account the impact of any exercise of convertible Securities.

(g) The proceeds from the Proposed Share Issue will be used for the technical development of the Company’s MotifMicro technology, software development of the Company's Connect platform, business development, marketing costs, research and development, and to pay for the transactions costs related to the Proposed Share Issue and for working capital and corporate purposes.

(h) A voting exclusion statement is included in the Notice for Resolution 4.

8.4 Board Recommendation

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

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9 Resolution 5 – Ratification of Tranche 1 Placement Shares

9.1 Background

Resolution 5 seeks Shareholder ratification and approval pursuant to and in accordance with Listing Rule 7.4 (and for all other purposes) of the issue of 202,702,702 Shares at an issue price of $0.00444 per Share under the Tranche 1 Placement ( Tranche 1 Placement Shares ).

Refer to Section 3.1 for further details on the Placement.

Resolution 5 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 5.

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 5 seeks Shareholder ratification and approval for the Tranche 1 Placement Shares under and for the purposes of Listing Rule 7.4 (and for all other purposes).

If Resolution 5 is passed, the issue of the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period from 22 March 2023.

If Resolution 5 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period from 22 March 2023.

9.3 Specific information required by Listing Rule 7.5

The following information in relation to Resolution 5 is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) The Tranche 1 Placement Shares were issued to the professional and sophisticated investors as selected by EverBlu. None of the investors under the Tranche 1 Placement were related parties, a member of the Key Management Personnel, a substantial shareholder or an adviser of the Company or an associate of those persons.
(b) 202,702,702 Shares were issued.
(c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.
(d) The Tranche 1 Placement Shares were issued at an issue price of $0.00444 per Share, raising a total of $900,000 (before costs).
(e) The Tranche 1 Placement Shares were issued on 22 March 2023.

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(f) Funds raised from the issue of the Tranche 1 Placement Shares will be used to fund the payments owed to NVISO under the Licence Agreement, development costs for the Company's applications, reduction of the Company's debt, and for general working capital, marketing and business development.
(g) A voting exclusion statement is included in the Notice for Resolution 5.

9.4 Board recommendation

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

10 Resolution 6 – Issue of Tranche 2 Placement Shares

10.1 Background

Resolution 6 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) for the issue of up to 135,135,134 Shares at an issue price of $0.00444 per Share under the Tranche 2 Placement ( Tranche 2 Placement Shares ).

Refer to Section 3.1 for further details on the Placement.

Resolution 6 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 6.

10.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The issue of the Tranche 2 Placement Shares pursuant to Resolution 6 does not fall within any of the exceptions to Listing Rule 7.1 (and it exceeds the 15% Placement Capacity) and is conditional upon Shareholder approval (which is being sought pursuant to Resolution 6).

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the issue of the Tranche 2 Placement Shares will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed, the issue of the Tranche 2 Placement Shares will only proceed to the extent that the Company has the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1. If the Company does not have the available placement capacity to issue the Tranche 2 Placement Shares without Shareholder approval under Listing Rule 7.1, the issue of the Tranche 2 Placement Shares will not be able to proceed. If Resolution 6 is not passed, the Company may need to find alternatives ways to raise capital.

10.3 Specific information required by Listing Rule 7.3

The following information in relation to Resolution 6 is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The Tranche 2 Placement Shares will be issued to the professional and sophisticated investors as selected by EverBlu. Other than Mr John Houston (refer to Resolution 8 for further details), no investors under the Tranche 2 Placement will be a related party, a member of the Key Management Personnel, a substantial shareholder or an adviser of the Company or an associate of those persons.
(b) The maximum number of Shares that the Company may issue to investors under Resolution 6 is 135,135,134 Shares.

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(c) The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue.
(d) The Tranche 2 Placement Shares will have an issue price of $0.00444 per Share, raising a total of $1,090,090 (before costs).
(e) The Tranche 2 Placement Shares will be issued no later than three months following the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(f) Funds raised from the issue of the Tranche 2 Placement Shares will be used to fund the payments owed to NVISO under the Licence Agreement, development costs for the Company's applications, reduction of the Company's debt, and for general working capital, marketing and business development.
(g) A voting exclusion statement is included in the Notice for Resolution 6.

10.4 Board recommendation

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

11 Resolution 7 – Issue of Placement Options

11.1 Background

Resolution 7 seeks Shareholder approval pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes) for the issue of 337,837,836 Options to sophisticated and professional investors under the Placement ( Placement Options ). The Placement Options are free attaching Options on the basis of one Placement Option for every one Share issued under the Placement.

Refer to Section 3.1 for further details on the Placement.

Resolution 7 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 7.

11.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The issue of the Placement Options pursuant to Resolution 7 does not fall within any of the exceptions to Listing Rule 7.1 (and it exceeds the 15% Placement Capacity) and is conditional upon Shareholder approval (which is being sought pursuant to Resolution 7).

Resolution 7 seeks Shareholder approval for the issue of 337,837,836 Placement Options under and for the purposes of Listing Rule 7.1 (and for all other purposes).

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Placement Options (and Shares issued on exercise of the Placement Options) without using any of the Company's 15% Placement Capacity. In addition, the issue of the Placement Options (and Shares issued on exercise of the Placement Options) will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 7 is not passed, the issue of the Placement Options will only proceed to the extent that the Company has the available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1. If the Company does not have the

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available placement capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1, the issue of the Placement Options will not be able to proceed.

11.3 Specific information required by Listing Rule 7.3

The following information in relation to Resolution 7 is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The Placement Options will be issued to the investors who subscribed for Shares under the Tranche 1 Placement and the Tranche 2 Placement (on the basis of one Placement Option for every one Share issued under the Placement). None of the participants proposed to be issued Placement Options pursuant to this Resolution 7 will be a related party, a member of the Key Management Personnel, a substantial shareholder or an adviser of the Company or an associate of those persons.
(b) The maximum number of Placement Options the Company may issue under Resolution 7 is 337,837,836 Options.
(c) The Placement Options each have an exercise price of $0.005 per Option and will expire 12 months from the date of issue. The terms and conditions of the Placement Options are detailed in Schedule 2.
(d) The Placement Options will be issued no later than three months following the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(e) The Placement Options will be issued for nil cash consideration, as they are free attaching Options on the basis of one free attaching Placement Option for every one Share issued under the Placement. Accordingly, no funds will be raised from the issue of the Placement Options.
(f) A voting exclusion statement is included in the Notice for Resolution 7.

11.4 Board recommendation

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

12 Resolution 8 – Issue of Shares and Options to Mr John Houston under the Tranche 2 Placement

12.1 Background

Resolution 8 seeks Shareholder approval pursuant to and in accordance with Listing Rule 10.11 (and for all other purposes) for the issue of 112,612,613 Shares ( Director Shares ) and 112,612,613 Options ( Director Options ) to Mr John Houston (and/or his nominee(s)) under the Tranche 2 Placement.

Refer to Section 3.1 for further details of the Placement.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of securities to a related party. Mr John Houston is a related party of the Company by virtue of being a Director.

The issue of the Director Shares and Director Options do not fall within any of the exceptions to Listing Rule 10.11 and is conditional upon Shareholder approval (which is being sought pursuant to Resolution 8).

Resolution 8 is an ordinary resolution.

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The Chairperson intends to exercise all available proxies in favour of Resolution 8.

12.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

(a) a related party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the six months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an associate of a person referred to in (a) to (c); or
(e) a person whose relationship with the company or a person referred to in (a) to (d) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The issue of Director Shares and Director Options to Mr Houston (and/or his nominee(s)) falls within Listing Rule 10.11.1, as Mr Houston is a related party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 8 seeks the required Shareholder approval to issue the Director Shares and Director Options to Mr John Houston (and/or his nominee(s)) under and for the purposes of Listing Rule 10.11 (and for all other purposes).

If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Director Shares and Director Options to Mr John Houston (and/or his nominee(s)) and pursuant to Listing Rule 7.2 (exception 14), the Company may issue the Director Shares and Director Options without using the Company's 15% Placement Capacity under Listing Rule 7.1.

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Director Shares and Director Options to Mr John Houston (and/or his nominee(s)).

12.3 Specific information required by Listing Rule 10.13

The following information in relation to Resolution 8 is provided to Shareholders for the purposes of Listing Rule 10.13:

(a) The Director Shares and Director Options will be issued to Mr John Houston (and/or his nominee(s)).
(b) Mr John Houston falls within Listing Rule 10.11.1 as he is a Director and therefore a related party of the Company.
(c) The maximum number of Director Shares to be issued to Mr John Houston (and/or his nominee(s)) is 112,612,613 Shares and the maximum number of Director Options to be issued to Mr John Houston (and/or his nominee(s)) is 112,612,613 Options.
(d) The Director Options each have an exercise price of $0.005 per Option and will expire 12 months from the date of issue. The terms and conditions of the Director Options are detailed in Schedule 2. The Director Shares will be fully paid ordinary shares in

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the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue.

(e) The Director Shares and Director Options will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(f) The Company will receive $500,000 from the issue of the Director Shares. The Director Options will be issued for nil cash consideration, as they are free attaching Options under the Tranche 2 Placement.
(g) Funds raised from the issue of the Director Shares to Mr John Houston (and/or his nominee(s)) will be used to fund the payments owed to NVISO under the Licence Agreement, development costs for the Company's applications, reduction of the Company's debt, and for general working capital, marketing and business development. No funds will be raised by the issue of the Director Options, as they are free attaching Options to be issued under the Tranche 2 Placement.
(h) A voting exclusion statement is included in the Notice for Resolution 8.

12.4 Board recommendation

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

13 Resolution 9 – Issue of Lead Manager Options to EverBlu

13.1 Background

EverBlu acted as Lead Manager to the Placement. The Company agreed to issue 112,612,613 Options ( Lead Manager Options ) to EverBlu (and/or its nominee(s)) as part consideration for providing lead manager services to the Company for the Placement.

The Lead Manager Options each have an exercise price of $0.005 per Option and expire 12 months from the date of issue. The terms and conditions of the Lead Manager Options are detailed in Schedule 2.

Refer to Section 3.1 for further details of the Placement.

Resolution 9 seeks Shareholder approval for the issue of the Lead Manager Options to EverBlu pursuant to and in accordance with Listing Rule 7.1 (and for all other purposes).

Resolution 9 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 9.

13.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The issue of the Lead Manager Options does not fall within any of the exceptions to Listing Rule 7.1 (and it exceeds the 15% Placement Capacity) and is conditional upon Shareholder approval (which is being sought pursuant to Resolution 9).

If Resolution 9 is passed, the Company will be able to proceed with the issue of the Lead Manager Options (and Shares issued on exercise of the Lead Manager Options). In addition, the issue of the Lead Manager Options (and Shares issued on exercise of the Lead Manager Options) will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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If Resolution 9 is not passed, the issue of the Lead Manager Options will only proceed to the extent that the Company has the available placement capacity to issue the Lead Manager Options without Shareholder approval under Listing Rule 7.1. If the Company does not have the available placement capacity to issue the Lead Manager Options without Shareholder approval under Listing Rule 7.1, the issue of the Lead Manager Options will not be able to proceed. If Resolution 9 is not passed, the Company may need to satisfy its obligation under the Mandate with some other form of consideration, likely cash, which would otherwise be directed to the Company's existing assets and new opportunities.

13.3 Specific information required by Listing Rule 7.3

The following information in relation to Resolution 9 is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The Lead Manager Options will be issued to EverBlu (and/or its nominee(s)). EverBlu is not a related party of the Company, a substantial shareholder for the purposes of Listing Rule 10.11 or an associate of those persons.
(b) The maximum number of Lead Manager Options that the Company may issue to EverBlu (and/or its nominee(s)) is 112,612,613 Options.
(c) The Lead Manager Options each have an exercise price of $0.005 per Option and will expire 12 months from the date of issue. The terms and conditions of the Lead Manager Options are detailed in Schedule 2.
(d) The Lead Manager Options will be issued no later than three months following the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). The Lead Manager Options may be issued progressively so that the Company complies with Listing Rule 7.16.
(e) The Lead Manager Options are proposed to be issued as part consideration for EverBlu providing lead manager services to the Company for the Placement.
(f) The Company entered into a mandate letter with EverBlu pursuant to which EverBlu agreed to act as lead manager to the Placement. Pursuant to the Mandate, the Company agreed to issue 112,612,613 Lead Manager Options, subject to Shareholder approval. The Company also agreed to pay EverBlu a 6% fee on the gross amount raised under the Placement. All material terms of the Mandate have been provided in the Notice.
(g) A voting exclusion statement is included in the Notice for Resolution 9.

13.4 Board recommendation

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

14 Resolution 10 – Ratification of Shares to NVISO under the Licence Agreement

14.1 Background

On 16 March 2023, the Company announced that it had entered into a licence agreement with NVISO SA ( Licence Agreement ). Pursuant to the Licence Agreement, NVISO agreed to grant the Company a worldwide, non-exclusive licence for 10 years to use, reproduce, copy, modify, sell and distribute the NVISO artificial intelligence ( AI ) solution and intellectual property rights that subsist in the NVISO AI solution to allow the Company to develop applications to determine the authenticity of video and media ( Licence ).

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As part of the consideration for the grant of the Licence, the Company agreed to issue 10,000,000 Shares to NVISO ( NVISO Shares ). The NVISO Shares are subject to voluntary escrow for a period of 12 months.

The material terms of the Licence Agreement are summarised in Schedule 3.

The NVISO Shares were issued on 15 March 2023 without Shareholder approval pursuant to the Company's 15% Placement Capacity.

Resolution 10 seeks Shareholder ratification and approval pursuant to and in accordance with Listing Rule 7.4 (and for all other purposes) of the issue of the NVISO Shares.

Resolution 10 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 10.

14.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 10 seeks Shareholder ratification and approval for the NVISO Shares under and for the purposes of Listing Rule 7.4 (and for all other purposes).

If Resolution 10 is passed, the issue of the NVISO Shares will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period from 15 March 2023.

If Resolution 10 is not passed, the NVISO Shares will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period from 15 March 2023.

14.3 Specific information required by Listing Rule 7.5

The following information in relation to Resolution 10 is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) The NVISO Shares were issued to NVISO.
(b) 10,000,000 Shares were issued.
(c) The NVISO Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.
(d) The NVISO Shares were issued on 15 March 2023.
(e) The NVISO Shares were issued for nil cash consideration, as they were issued as part consideration for the grant of the Licence pursuant to the Licence Agreement. Accordingly, no funds were raised from the issue of the NVISO Shares.
(f) The NVISO Shares were issued under the Licence Agreement. A summary of the material terms of the Licence Agreement is detailed in Schedule 3.
(g) A voting exclusion statement is included in the Notice for Resolution 10.

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14.4 Board recommendation

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

15 Resolution 11 – Approval of Maximum Aggregate Amount of Non-Executive Directors’ Fees

In accordance with Listing Rule 10.17 and clause 7.33 of the Constitution, Shareholder approval is sought to set the maximum aggregate fees payable to non-executive Directors’ at $120,000 per annum. The current aggregate remuneration amount has not been set.

The Board considers that it is reasonable and appropriate at this time to set the aggregate amount of non-executive Directors’ fees for the following reasons:

(a) it is important to ensure that the Company maintains the ability to pay competitive fees and attract and retain high calibre non-executive directors; and
(b) the size of the proposed increase would be consistent with other ASX listed entities of similar market capitalisation.

This proposed level of prescribed fees does not mean that the Company must pay the entire amount approved as fees in each year, rather the proposed limit is required to ensure that the Company has the ability to attract and retain high quality non-executive directors, to make any appropriate increases to the size of the Board, and to increase fees in the future in line with market conditions.

The remuneration provided to non-executive Directors is reviewed annually to consider consistency with remuneration trends and the overall case for any remuneration changes in the context of external market factors and the Company’s performance. Details of nonexecutive Director remuneration for the financial year ended 31 December 2022 are contained within the Remuneration Report, which is at section 10 of the Annual Report.

In accordance with Listing Rule 10.17 and article 6.5 of the Constitution, the Company must not increase the total amount of non-executive Directors' fees payable by it and any of its child entities without the approval of holders of its ordinary securities.

Listing Rule 10.17 also provides that the Notice must include the amount of the increase, the maximum amount that may be paid to the Directors as a whole, and a voting exclusion statement. Listing Rule 10.17 does not apply to the salary of an executive Director.

If Resolution 11 is passed, the Company will be able to proceed to set the aggregate amount of fees available to be paid to non-executive Directors to an aggregate amount of $120,000 per annum. It is not intended that the maximum aggregate of the fees of non-executive Directors would be utilised immediately.

If Resolution 11 is not passed, the Company will not be able to proceed to set the aggregate amount of fees available to be paid to non-executive Directors which may limit the Company's ability to attract high quality non-executive directors to the Company.

Resolution 11 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 11.

15.2 Specific information required by Listing Rule 10.17

The following information in relation to Resolution 11 is provided to Shareholders for the purposes of Listing Rule 10.17:

(a) There is no increase to the amount of the aggregate amount of fees for non-executive Directors as the current aggregate amount has not been set.

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(b) Subject to Shareholders approving Resolution 11, the maximum aggregate amount of fees that may be paid to all of the Company’s non-executive Directors will be $120,000 per annum.
(c) In the last three years, the following securities have been issued to non-executive Directors under Listing Rules 10.11 or 10.14 (with Shareholder approval):

Name	Number	Type of Security1	Date of issue

George Su	1,112,233	Shares under Listing Rule 10.11.	30/05/2022
	800,000	Performance Rights under Listing Rule 10.14.	30/05/2022
Gerard Eakin	2,012,485	Shares under Listing Rule 10.11.	30/05/2022
	800,000	Performance Rights under Listing Rule 10.14.	30/05/2022

Note:

Shares and performance rights were consolidated on 30 May 2022 as approved by shareholders on that same date .
(d) a voting exclusion statement is included in the Notice for Resolution 11.

15.3 Board recommendation

Given the nature of this Resolution, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on Resolution 11. As noted in the Proxy Form, the Chairman of the Meeting intends to cast all undirected proxies in favour of Resolution 11.

16 Resolution 12 – Adoption of Employee Incentive Plan

16.1 Background

The employee and officer incentive plan known as the YPB Group Limited Employee Incentive Plan ( Plan ) enables the Company to grant Shares, Performance Rights, Options and Shares upon the exercise or conversion of those Performance Rights and Options ( Incentive Securities ) to be issued to eligible Directors, employees and contractors of the Company ( Eligible Participants ).

The Plan was approved at the 2021 annual general meeting of the Company and, for the purposes of Listing Rule 7.2 (exception 13), is due to be renewed in 2024. Shareholders approved a maximum of 499,182,051 Incentive Securities to be issued under the Plan at the 2021 annual general meeting of the Company (pre-consolidation). The Company seeks adoption of the Plan to have the ability to issue further Incentive Securities under the Plan (without using up any of the Company's 15% Placement Capacity).

Resolution 12 seeks Shareholder approval pursuant to Listing Rule 7.2, exception 13(b), to adopt the Plan, and to enable Shares, Options and Performance Rights (and Shares upon exercise or conversion of those Performance Rights or Options) to be issued under the Plan to Eligible Participants to be exempted from Listing Rule 7.1 for a period of three years from the date on which Resolution 12 is passed.

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A summary of the Plan, to be adopted pursuant to Resolution 12, is detailed in Schedule 4.

No Directors will receive securities pursuant to Resolution 12. For the avoidance of doubt, the Company must seek separate Shareholder approval under Listing Rule 10.14 in respect of any future issues of Incentive Securities under the Plan to a Director or any other related party or person whose relationship with the Company or the related party is, in ASX's opinion, such that approval should be obtained.

The Plan is intended to assist the Company to attract and retain key staff, whether employees or contractors. The Board believes that grants made to Eligible Participants under the Plan will provide a powerful tool to underpin the Company's employment and engagement strategy, and that the Plan will:

(a) enable the Company to incentivise and retain existing Key Management Personnel and other eligible employees and consultants needed to achieve the Company's business objectives;
(b) link the reward of key staff with the achievement of strategic goals and the long term performance of the Company;
(c) align the financial interest of participants of the Plan with those of Shareholders; and
(d) provide incentives to participants under the Plan to focus on superior performance that creates Shareholder value.

If Resolution 12 is passed, the Company will be able to issue Incentive Securities to eligible Directors, employees and contractors of the Company under the Plan without using up any of the Company’s 15% Placement Capacity. However, the Company will be required to seek Shareholder approval for the issue of any Incentive Securities issued under the Plan to eligible Directors pursuant to Listing Rule 10.14.

If Resolution 12 is not passed, the Company may still issue Incentive Securities to eligible Directors, employees and contractors of the Company under the Plan but any issue will reduce, to that extent, the Company’s 15% Placement Capacity for 12 months following the issue. However, the Company will be required to seek Shareholder approval for the issue of any Incentive Securities issued under the Plan to eligible Directors pursuant to Listing Rule 10.14.

Resolution 12 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 12.

16.2 Listing Rule 7.1 and Listing Rule 7.2 (exception 13)

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any Equity Securities, or other securities with rights to convert to equity (such as an Option or Performance Right), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 (exception 13) provides an exception to Listing Rule 7.1. The effect of Shareholder approval under Listing Rule 7.2 (exception 13) is that any issues of Incentive Securities under the Plan are treated as having been made with the approval of shareholders for the purposes of Listing Rule 7.1. Approval under Listing Rule 7.2 (exception 13) lasts for a period of three years.

16.3 Specific information required by Listing Rule 7.2

The following information in relation to Resolution 12 is provided to Shareholders for the purposes of Listing Rule 7.2 (exception 13):

(a) the material terms of the Plan are summarised in Schedule 4;

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(b) since the adoption of the Plan in 2021, a total of 19,967,282 Incentive Securities have been issued under the Plan;
(c) the maximum number of Incentive Securities the Company may issue under the Plan following Shareholder approval is 61,924,885, being no more than 10% of the total number of Shares on issue at the date of the Notice; and
(d) a voting exclusion statement is included in the Notice for Resolution 12.

16.4 Board recommendation

The Board is excluded from voting on Resolution 12 pursuant to the Listing Rules as they are eligible to participate under the Plan. Accordingly, the Board declines to make a recommendation to Shareholders on Resolution 12.

17 Resolution 13 – Ratification of Performance Rights – Mr Martin David Ross

17.1 Background

On 24 March 2023, the Company issued 40,000,000 Performance Rights to Mr Martin David Ross ( Ross Performance Rights ).

27,609,252 Performance Rights were issued pursuant to the Company's capacity under Listing Rule 7.1, and 12,390,748 Performance Rights were issued pursuant to the Company's capacity under Listing Rule 7.2, exception 13(b).

Resolution 13 seeks Shareholder ratification and approval pursuant to Listing Rule 7.4 (and for all other purposes) of the issue of the Ross Performance Rights.

Resolution 13 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 13.

17.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is detailed in Section 7.1.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 13 seeks Shareholder ratification and approval for the Ross Performance Rights under and for the purposes of Listing Rule 7.4 (and for all other purposes).

If Resolution 13 is passed, the issue of the Ross Performance Rights (and Shares issued on exercise of the Ross Performance Rights) will be excluded in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following 24 March 2023.

If Resolution 13 is not passed, the Ross Performance Rights will be included in calculating the Company’s 15% Placement Capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following 24 March 2023.

17.3 Specific information required by Listing Rule 7.5

The following information in relation to Resolution 13 is provided to Shareholders for the purposes of Listing Rule 7.5:

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(a) The Ross Performance Rights were issued to Mr Martin David Ross (and/or his nominee(s)).
(b) 40,000,000 Performance Rights were issued.
(c) A summary of the material terms of the Performance Rights is detailed in Schedule 5.
(d) The Ross Performance Rights were issued on 24 March 2023.
(e) No funds will be raised from the issue of the Ross Performance Rights as they were issued for nil consideration and no exercise price is payable in order to convert them into Shares following their vesting.
(f) The Ross Performance Rights were issued to provide a cost effective and efficient reward for the Company to appropriately incentivise Mr Ross' performance in a manner that is consistent with the strategic goals and targets of the Company.
(g) A voting exclusion statement is included in the Notice for Resolution 13.

17.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 13.

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Schedule 1

Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Capacity has the meaning given in Section 7.1.

10% Placement Period has the meaning given in Section 7.2(f).

15% Placement Capacity has the meaning given in Section 7.1.

AEST means the time in Sydney, New South Wales.

Article means an article in the Constitution.

Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 31 December 2022.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor means the Company's auditor from time to time.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business in Sydney, New South Wales.

Chairperson means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company or YPB means YPB Group Limited (ACN 108 649 421).

Constitution means the constitution of the Company (as amended from time to time).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Options has the meaning given in Section 12.1.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Director Shares has the meaning given in Section 12.1.

Eligible Participant has the meaning given in Section 16.1.

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

EverBlu means EverBlu Corporate Capital Pty Ltd (ACN 642 215 343).

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Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act of the Company and its controlled entities.

Incentive Securities has the meaning given in Section 16.1.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Lead Manager Options has the meaning given in Section 13.1.

Licence has the meaning given in Section 14.1.

Licence Agreement has the meaning given in Section 14.1.

Listing Rules means the listing rules of ASX.

Mandate has the meaning given in Section 3.1.

Managing Director means the managing director of the Company.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means the notice of meeting which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

NVISO means NVISO SA (CHE-112.479.650).

NVISO Shares has the meaning given in Section 14.1.

Office means office as a Director.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share.

Placement has the meaning given in Section 3.1.

Placement Options has the meaning given in Section 11.1.

Plan has the meaning given in Section 16.1.

Proposed Shares has the meaning given in Section 8.1.

Proposed Share Issue has the meaning given in Section 8.1.

Proposed Share Issue Price has the meaning given in Section 8.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in the Notice.

Ross Performance Rights has the meaning given in Section 17.1.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

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Shareholder means a shareholder of the Company.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Placement has the meaning given in Section 3.1.

Tranche 1 Placement Shares has the meaning given in Section 9.1.

Tranche 2 Placement has the meaning given in Section 3.1.

Tranche 2 Placement Shares has the meaning given in Section 10.1.

VWAP means volume weighted average price.

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Schedule 2

Options Terms and Conditions

(a) Entitlement

Each Option entitles the holder of the Option ( Holder ) to subscribe for one (1) fully paid ordinary share in the capital of the Company ( Share ) upon exercise of the Option.

(b) Exercise Price

The amount payable upon exercise of each Option will be $0.005 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00pm (AEST) on the date which is 12 months from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

Each Option is exercisable at any time prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Minimum Exercise Price

Options must be exercised in multiples of one thousand (1,000) unless fewer than one thousand (1,000) Options are held by a Holder.

(g) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests. Upon issue of the Shares, the Holder agrees to become a member of the Company and to be bound by the Constitution.

(h) Quotation of Shares

If admitted to the official list of the ASX at the time, the Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

(i) Timing of Issue of Shares and Quotation of Shares on Exercise

Within five (5) Business Days after receipt of a Notice Exercise Form given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the

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Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(j)

Participation in new issues

A Holder who holds Options is not entitled to:

(i) notice of, or to vote or attend at, a meeting of the shareholders;
(ii) receive any dividends declared by the Company; or
(iii) participate in any new issues of securities offered to shareholders during the term of the Options,

unless and until the Options are exercised and the Holder holds Shares.

(k)

Adjustment for bonus issue of Shares

If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(l)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment) there will be no adjustment to the Exercise Price of an Option.

(m)

Adjustment for reorganisation

If there is any reorganisation of the capital of the Company, the rights of the Holder will be varied to comply with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

(n)

Quotation of Options

The Company will not seek official quotation of any Options.

Options transferable

The Options are transferrable subject to compliance with the Corporations Act 2001 (Cth).

Lodgement Requirements

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Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable' for the application for Shares on the exercise of the Options.

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Schedule 3

Summary of Licence Agreement

		Licence Agreement
1	Term	The term of the Licence is 10 years (automatically renewed for a further 10 years unless terminated).
2	Payments	The Company has paid NVISO a fee of $100,000. The Company has also issued 10,000,000 NVISO Shares (which are subject to a voluntary escrow period of 12 months). The Company shall pay quarterly royalties for the term of the Licence of: (a) 7.5% of the net invoice of any product developed by the Company substantially based on or incorporating the AI solution and sold or otherwise supplied by the Company to a third party (on arm's length terms); and (b) 7.5% of the net amount of any payments or the value of non- monetary payments received by the Company from the development or sub-licencing of the AI solution.
3	Intellectual Property	NVISO will retain all intellectual property rights in the NVISO AI solution and content of NVISO accessible by using the NVISO AI solution. NVISO has no intellectual property rights in the work created by the Company based on or incorporating the NVISO AI solution.
4	Confidentiality	The Licence Agreement contains customary confidentiality obligations provided by the parties for an agreement of this nature.
5	Termination	The Company may terminate the Licence Agreement at any time on 12 months' notice to NVISO. Either party may terminate the Licence Agreement at any time by notice in writing to the other party if the other party is in material breach of the Licence Agreement and the breach is not remedied (or capable of being remedied) within 90 days of notice of the other party receiving notice specifying the breach. Material breach is defined to include: (a) non-payment of fees, royalties or taxes; (b) the Company or NVISO not meeting its obligations under the Licence Agreement; (c) a party failing to indemnity the other party; or (d) use of NVISO's name, logo, trademark etc. in violation of

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		branding guidelines or other damage to NVISO's brand or reputation.
6	Consequences of Termination	If NVISO validly terminates the Licence Agreement, the Licence will terminate immediately and the Company must return or, at NVISO's request, destroy any documents or other materials that contain NVISO's confidential information.

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Schedule 4

Summary of Plan

The terms of the Employee Incentive Plan ( Plan ) are summarised below. A copy of the Plan can be obtained by contacting the Company. Terms not defined in the Notice have the meaning given in the Plan.

1. Definitions

For the purposes of the Plan:

(a) Bad Leaver means, unless otherwise determined by the Board in its sole and absolute discretion, a Participant who ceases employment or office with the Company or a Group member, including (but not limited to) for any conduct which amounts to a Fraudulent or Dishonest (detailed in item 11 of this Schedule 4).
(b) Eligible Participant means:
(i) Directors and Employees who are declared by the Board in its sole and absolute discretion to be eligible to receive grants of Employee Incentives under the Plan; or
(ii) any other person who is declared by the Board in its sole and absolute discretion to receive grants of Employee Incentives.
(c) Employee means an employee or other consultant or contractor of the Company, or any member of the Group.
(d) Employee Incentives means any:
(i) Share, Option or Performance Right granted, issued or transferred; or
(ii) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance Right,

under the Plan.

(e) Good Leaver means a Participant who ceases employment or office with the Company or a Group member and is determined by the Board to be a Good Leaver.
(f) Group means the Company and its Related Bodies Corporate (within the meaning of section 9 of the Corporations Act).
(g) Participant means an Eligible Participant who has been offered Employee Incentives under the Plan and who has returned a corresponding application to the Company that has been accepted by the Company.
(h) Special Circumstances means the Participant’s death or the total and permanent disablement of the Participant such that the Participant is unlikely ever to engage in any occupation for which the Participant is reasonably qualified by education, training or experience.

2. Participation

(a) The Board may from time to time in its sole and absolute discretion determine that an Eligible Participant may participate in the Plan.
(b) Following determination that an Eligible Participant may participate in the Plan, the Board may at any time, and from time to time, make an Offer to the Eligible Participant.

3. Offer

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(a) The manner, form, content, timing and frequency of Offers will be as determined by the Board in its sole and absolute discretion.
(b) An Offer must be set out in an Offer Letter delivered to the Eligible Participant. The Offer Letter may specify (as determined by the Board):
(i) the number of Shares, Options or Performance Rights;
(ii) the conditions of the Offer ( Offer Conditions ):
(iii) the grant date;
(iv) the fee payable by the Eligible Participant on the grant of Options or Performance Rights (if any);
(v) the performance criteria (if any);
(vi) the vesting conditions (if any);
(vii) the exercise price (if any);
(viii) the exercise period (if applicable);
(ix) the period in which the performance criteria must be satisfied (if applicable); and
(x) the expiry date and term (if applicable).
(c) An Offer must be accompanied by an application, the terms and conditions of the relevant Employee Incentives and a copy of the Plan.

4. Nominee

(a) Unless expressly permitted in the Offer or by the Board, an Eligible Participant may only submit an Application in the Eligible Participant's name and not on behalf of any other person.
(b) If an Eligible Participant is permitted in the Offer or by the Board, the Eligible Participant may nominate a Related Party ( Nominee ) to be issued the Employee Incentives the subject of the Offer.

5. Employee Share Trust

The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Shares for Participants under the Plan and delivering Shares to Participants upon exercise of the Options or the vesting of a Performance Right.

6. Performance Criteria / Vesting Conditions

(a) The Board will determine prior to an Offer being made and specify in the Offer any performance criteria and/or vesting conditions which will apply to any Employee Incentives.
(b) The Employee Incentives will only vest and entitle the Participant to be issued Shares if the applicable performance criteria and/or vesting conditions (if any) have been satisfied prior to the end of the performance period, waived by the Board, or are deemed to have been satisfied under the Plan rules.

7. Cashless Exercise

The terms of any Options may provide that a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless

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Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off.

8. Lapse of Employee Incentives

Subject to the Boards discretion, Employee Incentives shall automatically be cancelled for no consideration where:

(a) the Participant ceases to hold employment or office with the Company or Group member (except where the Participant is a Good Leaver);
(b)
the Participant is determined to have engaged in fraudulent or dishonest conduct;
(c) the applicable performance criteria and/or vesting conditions are not achieved by the relevant time;
(d) the Board determines, in its reasonable opinion, that the applicable performance criteria and/or vesting conditions have not been met or cannot be met within the relevant time;
(e)
the expiry date has passed;
(f) the Board determines that the Participant has brought the Group into disrepute or acted contrary to the interest of the Company or the Group;
(g)
the Participant has elected to surrender the Employee Incentives; and
(h) the Offer Letter provides for the cancellation of the Employee Incentives in any other circumstances.
(i) If an Eligible Participant is permitted in the Offer or by the Board, the Eligible Participant may nominate a Nominee to be issued the Employee Incentives the subject of the Offer.

9. Good Leaver

(a) Subject to item 9(b) of this Schedule 4, where a Participant who holds Incentive Securities becomes a Good Leaver:
(i) all vested Options which have not been exercised will continue in force and remain exercisable for 90 days after the Participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Options will lapse; and
(ii) the Board may in its sole and absolute discretion, do one or more of the following:
- (A) permit unvested Employee Incentives held by the Good Leaver to vest;
- (B) permit such unvested Employee Incentives held by the Good Leaver or his or her nominee(s) to continue to be held by the applicable holder, with the Board having the discretion to amend the Vesting Conditions or reduce the exercise period of such unvested Employee Incentives; or
- (C) determine that the unvested Employee Incentives will lapse.
(b) Where a person is a Good Leaver due to a Special Circumstance, the nominated beneficiary shall be entitled to benefit from any exercise of the above discretionary powers by the Board.

10. Bad Leaver

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Where a Participant who holds Employee Incentives becomes a Bad Leaver:

(a) unless the Board determines otherwise, in its sole and absolute discretion, all vested and unvested Employee Incentives will lapse; and
(b) the Board may determine to exercise the right to buy back any Employee Incentives.

11. Fraudulent or Dishonest Actions

Where, in the reasonable opinion of the Board, a Participant or Former Participant (which for the avoidance of doubt may include a Good Leaver):

(a) acts fraudulently or dishonestly;
(b) wilfully breaches his or her duties to the Company or any member of the Group; or
(c) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):
(i) brought the Company, the Group, its business or reputation into disrepute; or
(ii) is contrary to the interest of the Company or the Group.
(d) commits any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;
(e) commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Company or Group;
(f) is subject to allegations, has been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Participant's (or former Participant's) duties, which in the reasonable opinion of the relevant directors of the Group effects the Participant's suitability for employment with that member of the Group, or brings the Participant or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;
(g) is subject to allegations, has been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;
(h) has committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;
(i) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;
(j) has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice.
(k) has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;
(l) has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or former Participant obtaining a personal benefit;
(m) accepts a position to work with a competitor of the Company or Group;
(n) acts in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or

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(o) commits any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest conduct by the Participant or former Participant,

then the Board may (in its absolute discretion) deem all Employee Incentives held by the Participant or former Participant will automatically be forfeited.

12. Discretion of the Board

The Board may decide to allow a Participant to:

(a) retain and exercise any or all of their Options, whether or not the vesting conditions or performance criteria (as applicable) have been satisfied, and whether or not the Options would otherwise have lapsed, provided that no Options will be capable of exercise later than the relevant expiry date for those Options;
(b) retain any Performance Rights regardless of:
(i) the expiry of the performance period to which those Performance Rights relate; or
(ii) any failure by the Participant to satisfy in part or in full the vesting conditions or performance criteria (as applicable) specified by the Board in respect of those Performance Rights;

in which case the Board may:

(iii) determine that any or all of those retained Performance Rights shall vest and the corresponding Shares shall be provided to the Eligible Employee; or
(iv) determine a new performance period or vesting conditions (as applicable) for those retained Performance Rights and notify the Participant of the determination as soon as practicable.

13. Change of Control

(a) The terms of any Performance Rights or Options may provide that where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:
(i) all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any performance criteria or vesting conditions have been satisfied;
(ii) a Participant may exercise any or all of their Options, regardless of whether the vesting conditions have been satisfied, provided that no Option will be capable of exercise later than the expiry date; and
(iii) if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the holder has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.
(b) For the purposes of the terms and conditions, a Change of Control Event occurs if:
(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or

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return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

(ii)
a Takeover Bid:
(A) is announced;
(B) has become unconditional; and
(C) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
(iii) any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or
(iv) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

14. Holding Lock

The Board may at any time request that the Company's share registry to impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a former Participant) has or may breach the Plan rules.

15. Contravention of Rules

The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines or reasonably believes a Participant has breached the Plan rules or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, placing a holding lock on Employee Incentives, signing any and all documents and doing all acts necessary to effect a buy-back, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.

16. Amendments

(a) The Board may at any time amend the Plan rules or the terms and conditions upon which any Employee Incentives have been issued.
(b) No amendment to the Plan rules or to Employee Incentives may be made if the amendment, in the opinion of the Board, materially reduces the rights of any Participant in respect of Employee Incentives granted to them prior to the date of the amendment, other than:
(i) an amendment introduced primarily:
- (A) for the purposes of complying with or conforming to present or future applicable laws governing or regulating the Plan or like plans;
- (B) to correct any manifest error or mistake;
- (C) to allow the implementation of a trust arrangement in relation to the holding of Shares granted under the Plan;
- (D) for the purpose of complying with the applicable laws; and/or
- (E) to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of

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competent jurisdiction or any rulings from taxation authorities administering such legislation; or

(ii) an amendment agreed to in writing by the Participant(s).

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Schedule 5

Performance Rights Terms and Conditions

The terms and conditions of the Performance Rights are as follows:

1. Offer of Performance Rights

Each Performance Right confers an entitlement to be provided with one Share, credited as fully paid, at no cost, upon the full satisfaction of the Performance Criteria specified by the Board in relation to that Performance Right.

2. Performance Criteria and Variation to Performance Criteria

(a) The Number of Performance Rights, Exercise Price, Expiry Date and Performance Criteria of each Performance Right is referred to in the table below.

Recipient	Number of Performance Rights	Exercise Price	Expiry Date	Performance Criteria
Martin David Ross	10,000,000	Nil	24 March 2026	Appointment of Mr Ross as the Chief Operating Officer of the Company
Martin David Ross	10,000,000	Nil	24 March 2026	Securing MotifMicro contracts with a face value of over A$1 million
Martin David Ross	10,000,000	Nil	24 March 2026	The 24 month anniversary of Mr Ross' promotion to Chief Operating Officer of the Company (being 31 May 2024)
Martin David Ross	10,000,000	Nil	24 March 2026	Upon the Chinese business breaking even for a period of two (2) months

(b) Performance Rights will only vest and entitle the holder to be issued Shares if the applicable Performance Criteria (if any) have been satisfied prior to the Expiry Date, waived by the Board, or are deemed to have been satisfied under these terms and conditions.

3. Satisfaction of Performance Criteria

The Board will determine in its sole discretion whether (and, where applicable, to what extent) the holder has satisfied the Performance Criteria (if any) applicable to the Performance Rights. As soon as practicable after making that determination the Board must allot and issue, or transfer, the number of Shares for which the holder is entitled to acquire upon satisfaction of the Performance Criteria for the relevant number of Performance Rights held in accordance with item 5 of this Schedule 5.

4. Lapse of Performance Rights

Where Performance Rights have not satisfied the Performance Criteria by the Expiry Date those Performance Rights will automatically lapse.

5. Timing of the Issue of Shares and Quotation

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(a) The Company must within twenty (20) Business Days after the later of the following:
(i) the satisfaction of the Performance Criteria (if any) applicable to the Performance Rights; and
(ii) when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date the relevant Performance Criteria and/or Vesting Conditions are satisfied pursuant to item 3 of this Schedule 5,

the Company will

(iii) allot and issue the Shares pursuant to the vesting of the Performance Rights;
(iv) as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) apply for official quotation on ASX of Shares issued pursuant to the vesting of the Performance Rights.
(b) Notwithstanding item 5(a) above, the Company’s obligation to issue such Shares shall be postponed if such holder at any time after the relevant Performance Criteria are satisfied pursuant to item 3 of this Schedule 5 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
(i) the Shares to be issued or transferred will be held by such holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
(ii) the Company will apply a holding lock on the Shares to be issued or transferred and such holder is taken to have agreed to that application of that holding lock;
(iii) the Company shall release the holding lock on the Shares on the earlier to occur of:
- (A) the date that is twelve (12) months from the date of issue of the Share; or
- (B) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
- (C) the date a transfer of the Shares occurs pursuant to item 5(b)(iv) of these terms and conditions; and
(iv) Shares shall be transferable by such holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in item 5(b)(iii)(A) of these terms and conditions.

6. Shares Issued

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Shares issued on the satisfaction of the Performance Criteria attaching to the Performance Rights rank equally with all existing Shares.

7. Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.

8. Reorganisation

If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

9. Holder Rights

A holder who holds Performance Rights is not entitled to:

(a) notice of, or to vote or attend at, a meeting of the Shareholders;
(b) receive any dividends declared by the Company;
(c) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights; or
(d) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

unless and until the Performance Rights are satisfied and the holder holds Shares.

10. Pro Rata Issue of Securities

(e) If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.
(f) A holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Performance Criteria which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

11. Adjustment for Bonus Issue

If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were vested immediately prior to the record date for the bonus issue.

12. Change of Control

(a) For the purposes of these terms and conditions, a Change of Control Event occurs if:

(i) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) resulting in a person acquiring a Relevant Interest in more than fifty percent (50%) of the issued Shares and the Court, by order, approves the scheme of arrangement;

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(ii) a Takeover Bid:
- (A) is announced;
- (B) has become unconditional; and
- (C) the person making the Takeover Bid has a Relevant Interest in more than fifty percent (50%) of the issued Shares; or
(iii) any person acquires a Relevant Interest in more than fifty percent (50%) of the issued Shares by any other means.
(b) Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Performance Criteria have been satisfied.

13. Quotation

The Company will not seek official quotation of any Performance Rights.

14. Performance Rights Not Property

A holder's Performance Rights are personal contractual rights granted to the holder only and do not constitute any form of property.

15. No Transfer of Performance Rights

The Performance Rights cannot be transferred to or vest in any person other than the holder.

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All Correspondence to:

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 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 1:00pm (AEST) on Monday, 29 May 2023.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/ypbagm2023 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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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 Chairperson of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairperson 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 Chairperson 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 1:00pm (AEST) on Monday, 29 May 2023. 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/ypbagm2023  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

 In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

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 Chairperson of the Meeting (mark box)

OR if you are NOT appointing the Chairperson 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 Chairperson of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually on Wednesday, 31 May, 2023 at 1:00pm (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.

Chairperson of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chairperson of the Meeting as my/our proxy or the Chairperson 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 1,11, &13 I/we expressly authorise the Chairperson of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1,11, &13 are connected with the remuneration of a member of the key management personnel for the Company.

The Chairperson of the Meeting intends to vote undirected proxies in favour of each of the items of business.

	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 calculatingthe required majorityif apoll is called.
	FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Res 1 Remuneration Report Res 9 Issue of Lead Manager Options to EverBlu Res 2 Re-election of Director - Mr Gerard Eakin Res 10 Ratification of Shares to NVISO under the Licence Agreement Res 3 Approval for 10% Placement Capacity Res 11 Approval of Maximum Aggregate Amount of Non-Executive Directors’ Fees Res 4 Approval to Issue up to $4,000,000 worth of Shares Res 12 Adoption of Employee Incentive Plan Res 5 Ratification of Tranche 1 Placement Shares Res 13 Ratification of Performance Rights – Mr Martin David Ross Res 6 Issue of Tranche 2 Placement Shares Res 7 Issue of Placement Options Res 8** Issue of Shares and Options to Mr John Houston under the Tranche 2 Placement
	STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

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 calculatingthe required majorityif apoll is called.

FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
Res 1
Remuneration Report
Res 9
Issue of Lead Manager Options to
EverBlu
Res 2
Re-election of Director - Mr Gerard Eakin
Res 10
Ratification of Shares to NVISO under
the Licence Agreement
Res 3
Approval for 10% Placement Capacity
Res 11
Approval of Maximum Aggregate Amount
of Non-Executive Directors’ Fees
Res 4
Approval to Issue up to $4,000,000 worth of
Shares
Res 12
Adoption of Employee Incentive Plan
Res 5
Ratification of Tranche 1 Placement Shares
Res 13
Ratification of Performance Rights – Mr
Martin David Ross
Res 6
Issue of Tranche 2 Placement Shares
Res 7
Issue of Placement Options
Res 8**
Issue of Shares and Options to Mr John
Houston under the Tranche 2 Placement

STEP 3
SIGNATURE OF SECURITYHOLDERS
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 / / 2023

AI assistant

CODEIFAI LIMITED — AGM Information 2023

64630_rns_2023-05-01_940d5083-745d-4270-aaf1-a9798452baa9.pdf

General Meeting – Letter to Shareholders

Venue – Virtual Meeting

Your vote is important

Voting virtually at the Meeting

Voting by proxy

Proxy Forms received later than this time will be invalid.

Enquiries

About YPB Group

YPB GROUP LIMITED ACN 108 649 421

NOTICE OF ANNUAL GENERAL MEETING

Virtual Meeting

YPB GROUP LIMITED ACN 108 649 421

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Annual Report

1 Resolution 1 – Remuneration Report

Voting Exclusion

2 Resolution 2 – Re-election of Mr Gerard Eakin as Director

3 Resolution 3 – Approval for 10% Placement Capacity

Voting Exclusion

4 Resolution 4 – Approval to Issue up to $4,000,000 worth of Shares

Voting Exclusion

5 Resolution 5 – Ratification of Tranche 1 Placement Shares

Voting Exclusion

6 Resolution 6 – Issue of Tranche 2 Placement Shares

Voting Exclusion

7 Resolution 7 – Issue of Placement Options

Voting Exclusion

8 Resolution 8 – Issue of Shares and Options to Mr John Houston under the Tranche 2 Placement

Voting Exclusion

9 Resolution 9 – Issue of Lead Manager Options to EverBlu

Voting Exclusion

10 Resolution 10 – Ratification of Shares to NVISO under the Licence Agreement

Voting Exclusion

11 Resolution 11 – Approval of Maximum Aggregate Amount of Non-Executive Directors’ Fees

Voting Exclusion

Voting Prohibition

12 Resolution 12 – Adoption of Employee Incentive Plan

Voting Exclusion

Voting Prohibition

13 Resolution 13 – Ratification of Performance Rights – Mr Martin David Ross

Voting Exclusion

YPB GROUP LIMITED ACN 108 649 421

EXPLANATORY MEMORANDUM

1 Introduction

2 Action to be taken by Shareholders

3 Background

3.1 Placement

4 Annual Report

5 Resolution 1 – Remuneration Report

6 Resolution 2 – Re-election of Director – Mr Gerard Eakin

Board Recommendation

7 Resolution 3 – Approval for 10% Placement Capacity

7.1 General

7.2 Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Capacity

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e)

Minimum Issue Price

(f)

10% Placement Period

(the 10% Placement Period ).

7.3 Effect of Resolution

7.4 Specific information required by ASX Listing Rule 7.3A

7.5

Board Recommendation

8 Resolution 4 – Approval to issue up to $4,000,000 worth of Shares

8.1 Background

8.2 Listing Rule 7.1

8.3

Specific information required by Listing Rule 7.3

Potential Dilution Effect:

8.4 Board Recommendation

9 Resolution 5 – Ratification of Tranche 1 Placement Shares

CODEIFAI LIMITED AGM Information 2023