CODEIFAI LIMITED — Capital/Financing Update 2019

Feb 12, 2019

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ASX ANNOUNCEMENT ASX: YPB | 13 February 2019 Capital raise Product authenticity and consumer engagement solutions provider YPB Group Ltd (“YPB”) is pleased to announce that it has accepted commitments of $1,250,000 (one million two hundred and fifty thousand dollars) from institutional and sophisticated investors to participate in a two tranche placement priced at $0.01 per share to subscribe for a total of 125,000,000 fully paid ordinary shares, with the second tranche (described below) subject to YPB shareholder approval. A free attaching listed option (ASX:YPBOA) will be issued for each ordinary share issued under tranches one and two of the placement, subject to YPB shareholder approval. In accordance with ASX LR 3.10.3 the Company provides the following information regarding the capital raise: Securities to be issued are: • 125,000,000 fully paid ordinary shares at an issue price of $0.01 per share • 125,000,000 listed options to subscribe for fully paid ordinary shares, exercisable at $0.025 and expiring 30 April 2020. It is intended that the options will be added to the existing class of listed options under ASX code YPBOA. The purpose of the issue is to provide funding for: • Further technical development and commercialisation of the world leading Motif Micro materials technology • Business development activities • Costs associated with the capital raise and for general working capital purposes. The Company reserves the right to alter the way funds are applied. The placement is not being issued to a particular class of security holders. 110,000,000 of the fully paid ordinary shares under the placement are anticipated to be issued on 18 February 2019 under the Company’s available placement capacity in accordance with ASX listing rule 7.1 (tranche 1) and the balance of the placement, being 15,000,000 ordinary shares and 125,000,000 options (tranche 2) are intended to be issued following YPB's Annual General Meeting to be held on or around 9 April 2019, subject to shareholder approval being given for the relevant resolutions. The raise was led by EverBlu Capital Pty Ltd as sole lead-manager.

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An investment overview presentation is attached to this announcement, noting that the capital structure and details outlined in slide 14 are ‘pre-raise’ and current as at 12 February 2019.

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For further information please contact investor@ypbsystems.com

For any corporate queries please contact info@everblucapital.com or +612 8249 0000

About YPB

YPB Group Ltd (ASX:YPB) brings packaging to life through its proprietary technology suite that provides certainty of authenticity and connects brands directly to consumers enabling new levels of market intelligence and ROI data capture. In an evolving marketplace and with the rapid growth of cross border commerce, our expertise presently focuses on the rapidly growing consumer markets of Australia, South East Asia and China. www.ypbsystems.com

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Investor overview

February 2019

Disclaimer

The information in this presentation does not constitute personal investment advice. The presentation is not intended to be comprehensive or provide all information required by investors to make an informed decision on any investment in, or related to YPB Group Limited (Company) including in tokens issued by a subsidiary. In preparing this presentation, the Company did not take into account the investment objectives, financial situation and particular needs of any particular investor.

Further advice should be obtained from a professional investment adviser before taking any action on any information dealt with in the presentation. Those acting upon any information without advice do so entirely at their own risk.

This presentation does not constitute an offer or invitation to purchase securities in the Company. Recipients of this presentation who intend to consider investing are reminded no reliance may be placed for any purpose on the information or opinions contained in this presentation or any other document or oral statement, or on the completeness, accuracy or fairness of that information or those opinions.

Whilst this presentation is based on information from sources which are considered reliable, no representation or warranty, express or

implied, is made or given by or on behalf of the Company, any of its directors, or any other person about the accuracy, completeness or fairness of the information or opinions contained in this presentation and no responsibility or liability is accepted by any of them for that information or those opinions or for any errors, omissions, misstatements (negligent or otherwise) or for any communication written or otherwise, contained or referred to in this presentation.

Accordingly, neither the Company nor any of its directors, officers, employees, advisers, associated persons or subsidiary undertakings are liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying upon any statement in, or as a result of any admission in, this presentation or any document supplied with this presentation, or by any future communications in connection with those documents and all of those liabilities, losses and damages are expressly disclaimed.

Any opinions expressed reflect the Company’s position at the date of this presentation and are subject to change. No assurance is given by the Company that any capital raising or debt financing referred to in this presentation will proceed.

All amounts are in Australian dollars unless otherwise stated.

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Established, Experienced, Protected, Poised for growth

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Technical expertise – China official Existing customers in 20 patents in anti-counterfeit ANZ, China, South East anti-counterfeit accreditations – & South Asia, USA CSPIA, CATA

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Highly scalable, annuity revenue

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Authenticity triggers engagement With YPB brands can meaningfully listen to, learn from and communicate with, each and every consumer

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Brand Brand
Authenticity Connection
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Brands want to know:

“Who is looking at our products?”

• “Who is buying our products and why?”

“ What other products are they looking at, and buying?”

• “ Where are the products going after the initial point of sale?”

“ Our packaging is our last line of

communication to our customers, how can I make it smarter?”

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Market Drivers YPB is ideally placed to generate revenues from market drivers

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Regulatory push towards product serialization

Brands competing for consumers and optimising their marketing and sales channel ROI

Rising consumer expecfations for product authenticity, safety and value recognition for their data

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Bridging the physical to digital gap Fake in. Fake out. The trust gateway has been broken until now...

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Problem Solution Current YPB
Solution Solution
Brand
Product
QR codes can easily be YPB’s Motif Micro QR Code
copied corrupting the
MIT developed micro Supply
digital environment particle technology that is: chain
Invisible Retail
Unfakeable
Consumer
Irreproducible
Commercially scalable Trusted
Think “DNA for packaging” Output
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Smartphone readability - Motif Micro is a world-first Every consumer’s phone can now scan to reveal product authenticity

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YPB Connect

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Cloud-based, API integrated, SaaS platform that provides deep market intelligence

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• World’s leading product authenticity and customer engagement platform

• Captures and reports on each product scan

Going two-way in 2019 with direct consumer to brand engagement empowered by blockchain

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YPB’s end-to-end solution Unique, patented, market driven, globally scalable

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Unfakeable Smartphone Motif Micro Blockchain Direct brand physical mark readability Unique serial verified to consumer identity engagement

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Milestones achieved in 2018 calendar year

• Group-wide consolidation and overhead reduction achieved without reducing revenues and earnings potential

• Smartphone readability achieved with Motif Micro

• Significant new distribution channels with major partners

• Record numbers of new client signings with early revenues commencing

• Repayment of Bracknor loan facility

• Institutional investor support with First Growth Funds (ASX:FGF)

• Key sales hires with depth of industry experience and global networks

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Objectives for 2019

• Increase revenue growth from existing clients and distribution channels

• New client and distributor signings through strengthened sales team

• Commercialise Motif Micro through licensing sales

• Expand institutional presence on share register

• Continue technical development of Motif Micro materials technology towards product unit level serialization readable by smart phone

• Target and complete synergistic M&A transactions to accelerate growth of group revenue and earnings

• List new token and create additional group balance sheet value

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Board and key executives

John Houston

Chairman and Chief Executive Officer

• Over 40 years’ experience in building successful businesses across the globe

• Built the US $2bn “Greenfield” mobile phone company in Thailand

• Operated a US $350m per annum EBITDA business in Switzerland

George Su

Non-Executive Director

Over 30 years business experience in the Asia Pacific region and is currently the Chief Executive of Richlink servicing ultra-net worth Chinese investors

Formerly head of the Australian operations of China’s largest investment bank, CITIC Securities

Adrian Tan

Chief Financial Officer

• 14 years of professional experience in both the government and private sectors across Europe and Asia.

• Most recently CFO at Lazada Express Limited (subsidiary of Alibaba)

• Sold an international business based in Singapore for 70x EBITDA in cash.

Anoosh Manzoori

CEO of Shape Capital Pty Ltd, an M&A advisory and investment firm specialising in the technology sector with global deal-flow and capital networks.

• Executive Chairman of listed investment company First Growth Funds (ASX:FGF)

Previously founder and CEO of one of Australia’s largest cloud hosting companies reaching over 75,000 customers before selling the company to MYOB Limited in 2008

Gerard Eakin

Non-Executive Director

• Over 30 years in Australian equities in both portfolio management and equity research

Formerly Head of Australian Equities at Rothschild Australia Asset Management, managing funds of approximately $3Bn as well as other senior roles in major investment banks Founder of Manifest Capital Management

Dr. Paul Bisso

Chief Technology Officer

• Internationally renowned materials expert

• Co-invented the Motif Micro technology at MIT

• Previous developed systems for the U.S. Dept. of Defence

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Company snapshot

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ASX Code: YPB
Industry code: Commercial & Professional Services
Fully paid ordinary shares: 801,377,924
Listed options: 127,132,473
Last traded Price: $A0.015
Market Capitalisation: $12,020,669
12 month high: $0.06
12 month low: $0.01
Debt: $1.5m convertible note
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• Details of convertible note terms announced 29 August 2018

Top 25 Holders

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63 %
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Directors & Management

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47%
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YPB poised for significant growth

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Multi-award-winning, commercialised and patented product suite

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Increasing revenues in Unprecedented Channel key markets with new partners signed in 2018 client signings

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YPB Token anticipated to provide increased revenues and nondilutionary funding

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Fully licensed and Exclusive global license Creator of the world’s operating in China for world-leading first smartphone Motif Micro materials readable, invisible and technology that irreproducible product revolutionises product label markers packaging

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Consumer E ngagement Solutions For further information contact: Investor@ypbsystems.com

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