CODEIFAI LIMITED — Capital/Financing Update 2015

Feb 23, 2015

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Amended Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity YPB GROUP LTD

ABN 68 108 649 421

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there Is not enough space).

1 *Class of ^securities issued or 1) Options to subscribe for fully paid to be issued ordinary shares 2) Fully paid ordinary shares Number of ^securities issued or 1) 10,000,000 to be issued (if known) or 2) 10,000,000 maximum number whichi may be issued Principal terms of the i) Exercise price: $0.20 expiry date 31 •^securities (e.g. if options, October 2017 exercise price and expiry date; 2) Fully paid ordinary shares in if partly paid ^securities, the amount outstanding and due accordance with constitution. dates for payment; if "^convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms. 04/03/2013 Legal/43529285_2

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Appendix 3B New issue announcement

4	Do the ^securities rank equally
	in all respects from the *issue
	date with an existing '"class of
	quoted ""securities?
	If the additional ""securities do
	not rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend,(in the case of a
	trust, distribution) or interest
	payment
	• the extent to which they do
	not rank equally, other than
	in relation to the next
	dividend, distribution or
	interest payment
	Issue price or consideration	$0.30 per share.
		$0.01 per option
	Purpose of the issue	Fund company's anti-counterfeit tracer and
	(If issued as consideration for the acquisition of assets, clearly identify those assets)	scanner technology, the Brand Reporter business and expansion being undertaken in USA, South East Asia and Australia
6a	Is the entity an ""eligible entity
	that has obtained security
	holder approval under rule
	7.1 A?
	If Yes, complete sections 6b -
	6h_in relation to tiie '^'securities_
	tiie subject of this Appendix 3B,
	and comply with section 6i
6b	The date the security holder	18 November 2014.
	resolution under rule 7.1A was
	passed
6c	Number of ""securities issued	10,000,000 Options
	without security holder approval under rule 7.1	112,571 Fully paid ordinary shares
6d	Number of ""securities issued	9,887,429 Fully paid ordinary shares
	with security holder approval
	under rule7.1A

• See chapter 19 for defined terms.

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6e Number of ^securities issued with security liolder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of ^securities issued under an exception in rule 7.2 6g If ^securities issued under rule YES: 7.1 A, was issue price at least Issue Price $0.30 Issue date 24/02/2015 75% of 15 day VWAP as 15 day VWAP $0.32 calculated under rule 7.1A.3? (Source CMC Markets) Include the issue date and both values. Include the source of the VWAP calculation. 6h If ^securities were issued under rule 7.1 A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity's remaining See Annexure 1. issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements lssue dates 24 February 2015 Note: Ttie issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix SB. Number •^Class Number and *class of all 44,567,868 Ordinary shares •^securities quoted on ASX {including the "^securities in 37,220,063 Options section 2 if applicable)

• See chapter 19 for defined terms.

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	Number	•"Class
Number and"^classof all	74,437,500	Ordinary shares;
""securitiesnotquotedon ASX		67,300,668
_{including_the""securitiesin section2 ifapplicable)		escrowed until August 2016	6
		7,136,832escrowed
		until 24 July 2015
	750,000	$0.20 Options

10 Dividend policy (in the case of a No dividend policy presently in place. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A. required? 12 Is the issue renounceable or N/A. non-renounceable? 13 Ratio in which the ""securities will N/A. be offered 14 ""Class of ""securities to which the N/A. offer relates 15 ""Record date to determine N/A. entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A. in relation to fractions

• See chapter 19 for defined terms.

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18	Names of countries in which	Names of countries in which	the
	entity has security holders	who
	will not be sent new	offer
	documents
	Note:Security holders must be told how		their
	entitlements are to be dealtwith.
	Cross reference: rule 7.7.
19	Closing date for receipt		of	N/A.
	acceptances or renunciations
20	Names of any underwriters			N/A.
21	Amount of any underwriting		fee	N/A.
	or commission
22	Names of any brokers to		the
	issue
23	Fee or commission payable		to	N/A.
	the broker to the issue
24	Amount of any handling		fee
	payable to brokers who lodge
	acceptances or renunciations		on
	behalf of security holders
25	If the issue is contingent		on	N/A.
	security holders' approval,		the
	date of the meeting
26	Date entitlement	and
	acceptance form and offer
	documents will be sent		to
	persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate		on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin		(if	N/A.
	applicable)
29	Date rights trading will end		(if	N/A.
	applicable)

• See chapter 19 for defined terms.

04/03/2013 Legai/43529285_2

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30	How do security holders sell	How do security holders sell	N/A.
	their entitlements_in full_	through
	a broker?
31	How do security holders	sell_part_	N/A.
	of their entitlements through a
	broker and accept	for the
	balance?
32	How do security holders	dispose	N/A.
	of their entitlements (except by
	sale through a broker)?
33	""Issue date		N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of ""securities {tick one)

• (a) M' ^Securities described in Part 1

• (b) I other ""securities D! Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the ""securities are ""equity securities, the names of the 20 largest holders of the additional ""securities, and the number and percentage of additional ""securities held by those holders

• 36 If the ""securities are ""equity securities, a distribution schedule of the additional •"securities setting out the number of holders in the categories 1 -1,000

1,001 -5,000

• 5,001 -10,000

• 10,001 -100,000

• 100,001 and over

• 37 A copy of any trust deed for the additional ""securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

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38 Number of "^securities for which
•^quotation is sought
39 "^Class of "^securities for which
quotation is sought
40 Do the ^securities rank equally in
all respects from the "^issue date
with an existing "^class of quoted
"^securities?
If the additional ""securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
41 Reason for request for quotation
now
Example: In the case of restricted securities,
end of restriction period
(if issued upon conversion of
another ""security, clearly identify
that other ^security)
Number ^Class
42 Number and ""class of all
""securities quoted on ASX
{including the ""securities in
clause 38)
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 ^Quotation of our additional ^securities is in ASX's absolute discretion. ASX may quote the -"securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the ""securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those "securities should not be granted "quotation.

• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.

• If we are a trust, we warrant that no person has the right to return the "securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before "quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 24/02/2015 (Director/Company secretary) Print name: Robert Whitton

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1 A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Parti

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

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Insert number of fully paid ^ordinary 64,060,733
securities on issue 12 montlis before the
+issue date or date of agreement to issue
Add the following: 121,253,822
• Number of fully paid "^ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid •^ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ^ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here -
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid "^ordinary 81,742,875
securities cancelled during that 12 month
period
"A" 103,571,680
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of "A"

"B"		0.15
		[Note: this value cannot be changed]
Mu/f/p/y"A" by	0.15	15,535,902

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insertnumber of ^equity securities issued	Insertnumber of ^equity securities issued	15,535,902
or	agreed to be issued in tiiat 12 month
period_not counting_tiiose issued:
•	Under an exception in rule 7.2
•	Under rule 7.1A
•	Witli security holder approval under rule
	7.1 or rule 7.4
Note:
•	This applies to equity securities, unless
	specifically excluded - not just ordinary
	securities
•	Include here (if applicable) the securities
	the subject of the Appendix 3B to which
	this form is annexed
•	It may be useful to set out issues of
	securities on different dates as separate
	line items
"C"		15,535,902

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" X 0.15 15,535,902 Note: number must be same as shown in Step 2 Subtract "C" 15,535,902 Note: number must be same as shown in Steps 7ofa/["A"x0.15]-"C" Nil [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1 A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

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"A" 103,571,680
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Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of "A"

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"D" 0.10
Note: this value cannot be changed
Multiply "A" by OAO 10,357,268
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Step 3: Calculate "E", the amount of placement capacity under rule 7.1 A that has already been used

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Insert number of ^equity securities issued 9,887,429
or agreed to be issued in that 12 montii
period under rule 7.1A
Notes:
• This applies to equity securities - not
Just ordinary securities
' Include here - if applicable - the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
«CJJ 9,887,429
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• See cliapter 19 for defined terms.

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Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1 A

"A"X0.10	10,357,268
Note: number must be same as shown in
Step 2
Subtract "E"	9,887,429
Note: number must be same as shown in
Steps
Total["A"xOAO]-"E"	469,839
	Note: this is the remaining placement
	capacity under rule 7.1A

+ See chapter 19 for defined terms.

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