CODEIFAI LIMITED — Investor Presentation 2016

May 23, 2016

PROTECT | DETECT | CONNECT Building a Global Franchise in Anti-Counterfeit and Customer Engagement

DISCLAIMER

This presentation has been prepared by YPB Group (ACN 108 649 421) (YPB, YPB Group or the Company) in rel our most recent financial reports and other forms and information about the Company that we may file or disclo publicly from time to time.

The information contained in this presentation is current at the date of this presentation and remains subject to without notice. The information is a summary overview of the current activities of the Company and does not p to be complete or to contain all the information that a prospective investor may require in evaluating a possible investment. This presentation is for general information purposes only and is not intended to be and does not constitute a prospectus, product disclosure statement, pathfinder document for the purposes of the Corporatior and has not been, and is not required to be, lodged with ASIC. It is to be read in conjunction with the Company periodic and continuous disclosures with the Australian Securities Exchange (ASX) which are available at www.asx.com.au, and other forms and information about the Company that we may file or disclose publicly fro to time. You are advised to read this disclaimer carefully before reading or making any other use of this present any other information contained in this presentation. In accepting this presentation you agree to be bound by th following terms and conditions including any modifications to them.

The material contained in this presentation is not, and should not be considered as, financial product investmen advice, nor legal advice. This presentation is not (and nothing in it should be construed as) an offer, invitation, solicitation of recommendation with respect to the subscription for, purchase or sale of any security in any juris and neither this document nor anything in it shall form the basis of any contract or commitment. In particular, tl presentation does not constitute an offer to sell, or a solicitation of an offer to buy, and securities in the United This presentation is not intended to be relied upon as advice to investors or potential investors and does not tak account the investment objectives, financial situation of needs of any particular investor which need to be cons with or without professional advice, when deciding whether or not an investment is appropriate.

This presentation contains information as to the past performance of the Company. Such information is provide illustration purposes only, and is not, and should not be relied upon as, an indication of future performance of th Company, including the future trading prices of YPB Group shares. The historical information in this presentation is being based on, information contained in previous announcements made by the Company to the market.

ation to
se	This document may contain certain "forward-looking statements" and comments about future events, including the Company's expectations about the performance of its business, future product development and certain strategic transactions. The words "anticipate", "believe", "expect", "project", "forecast", "estimate", "outlook", "upside",
change urport	"likely", "intend", "look", "should", "may", "target", "plan", and other similar expressions are intended to identify forward looking statements. Indications of, and guidance on, future earnings and financial position and performanc including YPB's FY 2016 outlook, are also forward looking statements, as are statements regarding YPB's plans an strategies, the development of the market and any pricing illustrations included here in.
ıs Act
$\mathsf{S}$	Such forward looking statements are not guarantees of future performance and involve known and unknown risks
m time ation or $\overline{e}$	including but not limited to the risk factors described in our public filings on the ASX, uncertainties and other facto many are beyond the control of YPB Group, its officers, employees, agents and associates, which may cause actua results to differ materially from those expressed or implied in such statements. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.
t. diction, iis. States. e into: idered,	YPB Group cannot give any assurance or guarantee the the assumptions upon which management based its forward-looking statements will prove to be correct of exhaustive beyond the date of its making, or that YPB's bus and operations will not be affected by other factors not currently foreseeable by management or beyond its contro Such forward-looking statements only speak as at the date of this announcement and YPB Group assumes no obligation to update such information. The release, publication or distribution of this presentation in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation our pricing laws.
d for $\overline{e}$ า is, or	To the maximum extent permitted by law, YPB Group makes no representation or warranty (express or implied) as the accuracy, reliability or completeness of any information contained in this document. To the maximum extent permitted by law, YPB Group shall have no liability (including liability to any person by reason of negligence or negligent misrepresentation) for any statements, opinions or informations (express or implied), arising out of, conte in or derived from or for any omissions from this document, except liability under statute that cannot be excluded.

The Big Picture

YPB PROTECTS AND GROWS BRAND VALUE VIA ANTI-COUNTERFEIT AND CUSTOMER ENGAGEMENT TECHNOLOGIES.

Extensive products, sectors and geographies

High growth, low cost, low capital, low risk multiplier partnership model

Launchpad built, technologies, relationships, talent assembled for rapid lift-off

Urgent brand need + marketers' burning want

HUNGRY MARKET

HUGE MARKET

RAPID PENETRATION

READY FOR LIFT-OFF

RIGHT PLACE & RIGHT TIME YPB stands to profit from sweeping shifts in global trends.

China 350 Million

India 267 Million ASEAN 190 Million TOTAL 807 Million

Massive decline of mass marketing Audiences have shifted to personalised media intake.

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In the chapter dealir with the exhilarating Gra Prix, for example, and spat with his dange

05

Emerging technologies allow engagement through personal devices. Explosive growth in WeChat and Line.

Government Vital Documents Need for new-generation protection technology

The Need & The Want

Counterfeit directly attacks the value of the brand, and human spirit. THE NEED – URGENT PROBLEM

Exporters to Asia highly exposed.

Compromised Brand Integrity 1.

Affected Perception of Quality 2.

Terrorism Threat 4.

TRILION

Value of global counterfeit market

Spend on anti-counterfeit measures by 2020

COMPANY has developed an end-to-end solution

BILLON

BILION

Spend on customer engagement by 2018

of cases, medicines purchased

over the internet from illegal sites that conceal their physical address have found to be counterfeit

Up to PL

of medicine in developing countries are counerfeit

30%

Internet sales of counterfeit drugs account for

1311 5

of the total market

of the world's medicines are counterfeit

27-5 MILION counterfeit medicines retained by

European Customs Authorities

550 W.L

doses of illicit medicine seized in Africa during the "Biyela" operation

10%

20.7 MILION

illegal and counterfeit drugs seized, during "Pangea VIII" operation

THE WANT - IS IT FAKE OR REAL?

KEY INSIGHT Exporters must address the rapidly growing 800m plus middle class in Asia

to protect their brands and connect to customers around authenticity.

General demographic targets General geographic relevance Expensive to maintain brand presence Difficult to convert purchase intention No way to qualify success of campaign No individual customer feedback No ongoing database

Individual targeting

Location & time specific engagement Very low cost of total operation Intention can be converted immediately Campaigns backed by complete analytics Direct two-way dialogue with customers Complete data accumulates over time

MASS MARKETING IS DEAD INTELLIGENT CUSTOMER ENGAGEMENT

Direct Engagement Marketing offers brands the opportunity to build intimate, active and ongoing relationships with customers.

THE WANT – DIRECT CUSTOMER ENGAGEMENT

Our Solutions

YPB'S SOLUTIONS The world's first end-to-end anti-counterfeit and customer engagement solution

Integration of anti-counterfeit technology for global brands and government vital documents.

Verification through supply chain and end user / customer authentication.

Customer engagement technology offers direct line of dialogue between brand and customer.

YPB'S IP RICH SOLUTION SUITE

	Forensics & IP Analytics	Government Vital Documents	Forensic Covert Tracer	Print Management	Brand Reporter	Motif Micro	Customer Engagement
Technology	Consultancy	Affyrmx JV, IPP IP	YPB Patented IP	YPB IP in Print	BR platform	Nano tech codes	YPB Connect
Application	Fraud, Fake Identification & Analysis	Vital Documents	Goods, Documents Protection	Security Technology Printing & Application	Supply Chain Integrity	Goods, Documents Protection	Direct Sales and Marketing
Core IP	› YPB forensic lab › 35 years experience › 100's successful investigations › Anti-counterfeit strategic advice	› YPB invisible tracer › Proprietary scanner › Print management › 35 years consulting on government vital documents design	› Patents over Tracer › Anti-Stokes law › Flouresence principle in invisible light spectrum › Rare Earth formulation › The only Company certified by CTAAC in China that sells invisible tracers.	› 40 years experience in print and print management › Contract with Elanders › Established contracts with printers especially in China, Thailand and USA	› Software platform › Ported to China use and language › Extensive supply-chain backend reporting › Integration with WeChat channel	› Invisible covert tracer › Smartphone readable › Extensive patent portfolio › MIT heritage of IP and Principal › Micro-fluidic print process developed › MOU to acquire	› Proprietary targetting engine captures and analyses data, and optimises content delivery. › World first technology big-data analytics and reporting

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IF YOU CAN SEE IT, IT CAN BE COPIED!

YPB'S FORENSIC COVERT TRACER IS INVISIBLE INVISIBLE - CANNOT BE COPIED - CANNOT BE DESTROYED - COST EFFECTIVE

Colour Shifting Ink 900 Suppliers

UV Security Ink 113,000 Suppliers

IR Security Ink 4,700 Suppliers

Hot Stamping 20,000 Suppliers

SCANNER GIVES IMMEDIATE AUTHENTICATION YPB'S TRACER IS EASILY APPLIED

YPB particle size 2-5 microns YPB tracer on product YPB scanner reads the signature

YPB INVISIBLE TRACER YPB SCANNER EXCITES THE TRACER YPB TRACER EMITS AN

INVISIBLE RESPONSE

ePassports

YPB MultiSec™ Thread

GOVERNMENT VITAL DOCUMENTS

LOW COST - EASY TO DEPLOY WORKS WITH ANY EXISTING TECHNOLOGY TO MAKE IT MORE SECURE

Difficult to Deploy APPLICATION Easy to Deploy

Market Demand and Volumes

YPB Vital Document Technologies

& Security Inks YPB can supplement existing technologies to make them secure against counterfeiting

CUSTOMER ENGAGEMENT

AUTHENTICITY TRIGGERS ENGAGEMENT YPB EMPOWERS BOTH

Brand Authenticity

Brand Engagement

YPB'S UNIQUE MULTI-TECH CUSTOMER CONNECT PLATFORM

ProActive

Data Analytics & Profiling

Database | Transactions | Competitions | Warranties

ANTI-COUNTERFEIT INTEGRATED WITH CUSTOMER ENGAGEMENT

Digital Authentication & Information Display

Technology integrated onto the label / bottle / cap provides digital verification of authenticity, as well as customer engagement such as detailed product information or videos.

YPB's Patented Covert Forensic Tracer

:Ѷ҈PRODUCT SCANNED IS 100%

VYTAMINS

Folate

Verified

Not Verified

The Covert Forensic Tracer cannot be copied, seen or destroyed - and integrates directly into packaging or labels.

YPB proprietary Scanner provides immediate confirmation of authenticity, from point-of-manufacture, through logistics chain and at point-of-sale.

CONNECT

CONNECT The power of Location Targeting

Point A

Location based delivery diverts foot-traffic into store. Message can be customised on a case-by-case basis to reflect each particular customer's requirements.

Point B

Chemist,

VYTAMINS

\$8.95 in-store

Validation

VALIDATION - IP - 8 PATENTS ISSUED

PORTFOLIO AT IPO

CURRENT PORTFOLIO

YPB HAS A UNIQUE MARKET POSITION

Company certified by CTAAC in China that sells invisible tracers

1

Companies certified to sell Tracers

15

Companies certified in China by CTAAC to sell Anti Counterfeit technology in PRC

VALIDATION - LICENSES, CUSTOMERS, AWARDS, PARTNERS

PASSED LICENSE OR CERTIFICATIONS:

• AQSIQ Technical certificate
• AQSIQ Production License Beijing
• China FDA
• US FDA 21 CFR 177.1520
• EU Commission Regulation (no.10/2011)

AWARDS & MEMBERSHIPS:

• China Trade Association for Anti Counterfeiting Member
• China Anti Counterfeit Technology Association Member
• International Anti Counterfeiting Coalition Member
• Security Document Summit Award winner 2 years running: Won 1 award in 2014 - (Excellent application award), Won 2 awards in 2015 - (Innovation + Excellent application)

TRUSTED SUPPLIER TO GOVERNMENT BODIES

• Mexico State Governments
• China Ministry Access and security pass cards
• The People's Procuratorate of Beijing Municipality Technology provider for security pass cards
• Multiple Western Nations* ePassport Technology Provider
• Beijing Palace Museum (Forbidden City) Technology provider for employee passes

TRUSTED SUPPLIER TRADE PARTNERSHIPS

Sole supplier of anti-counterfeit technology

• Elanders Beijing Printing Company Limited
• Shenzen Shensaier Industry Co. Ltd Sole supplier of anti-counterfeit technology
• Hicap Closures

Sole supplier of anti-counterfeit technology

CUSTOMERS

• China Feather & Duck Down Association (CFDIA) Provided 1.2 million Authenticity tags
• CISCO Consultant for anti-counterfeit packaging
• China Govt Food packaging 300 milion packaging printed
• China Tax receipts (Fapio) 14 million documents printed
• China Banks and Credit Co-operatives

Launchpad Complete, Ready for Lift-off

BUILT THE WORLD'S FIRST BRAND PROTECTION + CUSTOMER ENGAGEMENT FRANCHISE

IP = 2 Granted Products = 1 Footprint = China SOB = China

IP = 8 Granted 8 Pending

Products & Services = 7

Footprint = China Thailand Australia USA Mexico

SOB = Global

LAUNCHPAD COMPLETE, READY FOR LIFT-OFF

Tracer and scanner development	2010-2013	China
Brand Reporter	2014	USA
Intellectual Product Protection	2015	Thailand
Continuous Forms Control	2015	USA
nTouch	2015	Australia
Affyrmx	2016	Mexico / USA

WHAT	WHEN	WHERE	REASON	OPPORTUNITY	CONSIDERATION \$A
Tracer and scanner development	2010-2013	China	Valuable, Unreplicable IP	Anti-counterfeit	\$14.85m in shares
Brand Reporter	2014	USA	Software to track counterfeit	Supply chain management & customer interaction	\$171k cash \$493k shares
Intellectual Product Protection	2015	Thailand	Brand protection consulting, government & blue chip clients	Existing blue chip & Government	\$274k cash, \$411k shares
Continuous Forms Control	2015	USA	Print integration expertise, quality customers	US beachhead	\$411k cash, \$411k shares
nTouch	2015	Australia	Customer connect platform	Big Data Proximity Marketing Customer Profiling	\$4.5m all shares
Affyrmx	2016	Mexico / USA	JV for Latin America	Beachhead for Latin America and Government sector	\$260,000 shares

YPB HAS BUILT A MULTI-STREAM REVENUE PLATFORM

	Forensics & IP Analytics	Government Vital Documents	Forensic Covert Tracer	Print Management	Brand Reporter	Motif Micro	Customer Engagement
		"BOODDOOD SLISA 2"BAQLAS?GAE" ALL SUD TROP YdPal Tanssza E24-409-7
Product	Lab Services	YPB's core IP	YPB Patented IP	YPB IP in Print	YPB IP	Nano tech codes	YPB Connect
Revenue Model	Fee for service	Fee per document	Fee per application	Fee per application	SaaS	Fee per application	SaaS
Client Type	Fortune 500 Companies	Government	Brands	Brands	Brands	Brands	Brands
Revenue Potential	★★	*	****	★★	★★	*	*

YPB MULTIPLIER PARTNERSHIP MODEL High growth, Low cost, Low capital, Low risk

SYSYPB"

• Cooper Media Group
• Nustart Tendulkar JV StrideAware Steve Waugh

Monash University Selby's Duet Entertainment 2 Polymorph

CLEARLY TARGETED SOURCES OF BUSINESS Geographies, Sectors, Products

	GOVERNMENT VITAL DOCUMENTS	FASHION & RETAIL	FOOD & BEVERAGE	SPORT	FINANCIAL INSTITUTIONS	FMCG	PHARMA & HEALTH	EXPORTERS
ANZ
INDIA
SE ASIA
USA
CHINA
MEXICO

YPB'S MAJOR GOVERNIVIENT VITAL DOCUMENTS OPPORTUNITY IN MEXICO

AFFYRMX

$\Omega$

MARKET & OPPORTUNITIES

50m-60m VITAL RECORDS

total market size US\$7.2m - US\$8.8m

VISAS total market size US\$700,000

25m-30m LOTTERY TICKETS

total market size US\$5.8m - US\$7.6m

$10m - 12m$ IDENTITY CARDS

total market size US\$20m - US\$25m

$20m - 25m$ EMMISSION CERTIFICATES

total market size US\$7.2m - US\$8.8m

*This is not a forecast - YPB's potential revenue varies by opportunity.

18 Million utilise YPB VariSec™

3

Countries

107 Million ordinary Passports

196 Countries

YPB HAS THE ONLY SECURITY FOIL NOW APPLIED TO PASSPORTS

125M PASSPORTS ISSUED ANNUALLY

Total Market Revenue for VariSec™ Foil

Initial target share of 20% to grow to 30% - 40% in 3 years

\$4.2M

Passports Issued Annually

125M

Countries Issue Passports

199

Total Market Revenue for MultiSec™ Thread

Initial target share of 10% to grow to 30% - 40% in 3 years

\$3.3M

HIRING PLAN 2016

m

USA

37

STRONG TEAM

Executive Chairman John Houston

40 years in international business building, including \$2bn mobile build and successful exits

Chief Financial Officer Company Secretary Robert Whitton 35 plus years as a chartered accountant and company director

Chief Executive Officer Jens Michel

Over 10 years of proven success in business building, operations and turnarounds in ASEAN and APAC

Chief Technical Officer Timothy Merchant

35 years expertise in government and currency printing, anti-counterfeit, and forensic evaluation services

General Manager China Tianya Song

Over a decade in FMCG and Pharma Packaging. Experienced in both International and Chinese styles of management

Global President YPB Print Solutions Ralph H. Davis Jr

More than 40 years experience in printing and packaging with particular experience in the apparel industry

VP Commercial Operations & Business Development Gregory O'Shea

Over 25 years in supply chain management at managing director level

Global President Customer & Brand Activation Simon Szewach Founder of nTouch platform, with a decade in customer analytics, online and mobile marketing

John Houston Executive Chairman

Mr. Houston has 40 years in international business from his native Australia, to expatriate posts for public and private enterprises in New Zealand, Sri Lanka, Thailand, Switzerland, Hong Kong, Singapore and China. He is experienced at managing businesses and creating shareholder wealth globally. Amongst his achievements are the successful launch of a US\$2billion mobile startup in Thailand, and achieving a cash exit for a 70x multiple of EBITDA for a venture backed business.

George (Su) Su Non-Executive Director

Mr Su headed CITIC Securities Australian operation between 2009 and 2013 with special focus on cross border transactions between Australia and China and continues to represent the Chinese investment bank in Australia as its business partner. He was born and educated in Beijing before continuing his education in the USA. He holds a Bachelor of Arts Degree in Business Administration.

Robert Whitton Executive Director

Mr Whitton has a longstanding and successful career as a Chartered Accountant and Business Advisor. A specialist in business reconstruction services, Robert is a Fellow of the Institute of Chartered Accountants and a Fellow of the Institute of Company Directors. Robert has in excess of 30 years' experience gained across a range of accountancy firms, most recently as a Director of William Buck, Chartered Accountants & Advisors in Sydney, Australia. Robert is a Certified Fraud Examiner. He also is an Associate Fellow of the Australian Institute of Management and a member of Australian Restructuring Insolvency & Turnaround Association.

Ronald Langley Non-Executive Director

Mr Langley is an Australian with extensive experience in building and running businesses globally. He spent 25 years in the United States, initially heading the former Brierley Investments Ltd's international subsidiary in North America. He is an experienced senior executive, investor, Company Director, and Chairman with a background in corporate acquisitions and business building

YPB BOARD

Gerard Eakin Non-Executive Director

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

Competitor Analysis

YPB HAS CREATED THE WORLD'S FIRST ACCE SOLUTION

ACCE = ANTI COUNTERFEIT CUSTOMER ENGAGEMENT

CUSTOMER ENGAGEMENT	END-TO-END IP SOLUTION DESIGN	INVISIBLE TO THE HUMAN EYE

ANTI COUNTERFEIT TECH COMPARISON

ATTRIBUTE	RFID	NFC	HOLOGRAM	MICRODOT		UV & IR INKS CODED TAGGANTS	YPB
COST PER APPLICATION (\$USC)	15-30	10-25	2-5	2-5	2	1-2	1
PASS/FAIL READER
UNIQUE PRODUCT ID PER UNIT						PARTIAL
RAPID AUTOMATED SCANNING
CAN BE SCANNED AT A DISTANCE >1M
INVISIBLE TO THE EYE EVEN UNDER IR/UV/MAGNIFICATION
DURABILITY - TRACEABLE IF BURNT
EASE OF APPLICATION
TRACK AND TRACE ENABLED
READER UNDER US\$20		N/A	N/A

Financials

PROFIT & LOSS

Reven

• Expen
• Consu
• Depred
  Directo
• Employ
  Financ
• Impair Produ
• Rental
• Resea Market
• Traveli
• Option Share-
• Comm
• Regula
• Profes Other
• Loss
• Incom
• Loss a
  | year/p
  | YPB G
• Other
• Items Exchar
• Other
• Total year/p
  YPB G

	Consolidated 12 months to 6 months to 31 December 31 December 2015 \$'000	2014 \$'000
ue	1,714	85
ISES Iting fees ciation and amortisation expense prs' fees yee benefits expense e costs: ment of goodwill ction costs expenses rch and development ting ing expense is expense -based payments issions expense atory expenses sional fees:	(1, 377) (902) (197) (1,039) (197) (221) (304) (1, 380) (183) (645) (282) (797) (250) (142)	(258) (315) (56) (293) (68) (2,206) (89) (505) (97) (113) (118) (146) (23)
expenses	(560)	(276)
before income tax expense	(6, 762)	(4, 478)
e tax expense after income tax expense for the eriod attributable to the owners of
Broup Ltd	(6, 762)	(4, 478)
comprehensive income
that may be reclassified subsequently to profit or loss nge differences on translation of foreign operations	731	1,060
comprehensive income for the year/period, net of tax	731	1,060
comprehensive loss for the eriod attributable to the owners of Broup Ltd	(6, 031)	(3, 418)

BALANCE SHEET

Asset

• Curr Cash Trade
• Inven Total
• Non-
• Plant Intan Trade Total
• Total
• Liabi
• Curre
• Trade Total
• Non-
• Borro Total
• Total
• Net a
• Equi
• Issue Rese
• Accu

Total

	31 December 31 Decembe 2015 \$'000	Consolidated 2014 \$'000
ts
ent assets and cash equivalents e and other receivables itories current assets	2,877 4,568 179 7,624	2,405 174 136 2,715
current assets and equipment gibles e and other receivables non-current assets	313 16,176 1,653 18,142	26 11,096 11,122
l assets	25,766	13,837
ilities
ent liabilities e and other payables I current liabilities	1,418 1,418	364 364
current liabilities- owings I non-current liabilities	3,104 3,104	2,748 2,748
I liabilities	4,522	3,112
assets	21,244	10,725
ty ed capital erves mulated losses	33,606 3,056 (15, 418)	17,449 1,932 (8,656)
I equity	21,244	10,725

REVENUE AND COST STRUCTURE

REVENUE 2016 SECTOR REVENUE 2016 GEOGRAPHY COST BASE 2016

ISSUED CAPITAL RAISING HISTORY

Ordinary fully paid 171,410,287 Options \$0.20 Oct 2017 40,043,884 Total securities 211,454,171

Market cap fully diluted \$0.26 \$55m

Cash raised

	Date	Raised \$	Shares	Price \$
IPO	7/08/2014	\$3,750,000	18,750,000	0.20
Placement	11/12/2014	\$1,604,999	5,349,998	0.30
Placement HNW	24/02/2015	\$3,000,000	10,000,000	0.30
SPP	28/04/2015	\$1,356,655	4,522,182	0.30
Placement HNW	23/12/2015	\$2,745,479	10,559,536	0.26
Lanstead	29/12/2015	\$750,000	2,884,615	0.26
		\$13,207,133	52,066,331	0.25
Acquisitions		Scrip value			% total
Brand Reporter	9/09/2014	\$385,452	1,752,055	0.22	74%
IPP	7/05/2015	\$389,914	1,170,913	0.33	60%
CFC	1/09/2015	\$383,191	1,094,830	0.35	50%
nTouch	30/10/2015	\$4,500,000	12,857,143	0.35	100%
Affyrmx	17/02/2016	\$260,000	1,000,000	0.26	n/a
		\$5,918,557	17,874,941	0.33

Top 20 Ordinary Shareholders as at 03 May 2016

Top 20 Option Holdings as at 03 May 2016

THE BIMM CORPORATION PTY LTD	60,368,453	THE BIMM CORPORATION PTY LTD	15,089,413
CITICORP NOMINEES PTY LIMITED	13,461,263	PERLE VENTURES PTY LTD <877 CAP INVESTMENTS 2 A/C>	4,900,000
BNP PARIBAS NOMINEES PTY LTD	6,064,103	MR RONALD LANGLEY & MRS RHONDA LANGLEY	3,333,333
HIGH ALTITUDE INVESTMENTS LIMITED	5,496,716	MR VICTOR JOHN PLUMMER	2,012,500
PERLE VENTURES PTY LTD <877 CAP INVESTMENTS 2 A/C>	5,000,000	TECHINVEST HOLDINGS PTY LTD	1,070,000
ACK PTY LTD	4,000,000	SHEARER-SMITH HOLDINGS PTY LTD	808,333
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	3,400,497	MS DAN LIU	774,523
MR RONALD LANGLEY & MRS RHONDA LANGLEY	3,333,333	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	759,128
SELBY SUPER PTY LTD	3,296,703	CLEAR CHANNEL PTY LTD	748,751
MS DAN LIU	3,098,092	SLADE TECHNOLOGIES PTY LTD	650,000
JEFFREY MARKOFF	2,564,103	SILK ROAD CORPORATE FINANCE PTY LTD	599,656
LEGATS PTY LTD	2,564,103	MR BROCK LACHLAN RODWELL	599,500
ISAAC BALBIN	2,564,103	MR LEO FERDINANDO CESTER & MRS MARIA HENDRIKA CESTER
SILK ROAD CORPORATE FINANCE PTY LTD	2,398,624		494,860
MR VICTOR JOHN PLUMMER	2,050,000	GREGORY J WOOD & ASSOCIATES PTY LTD	414,400
XETERA LIMITED	1,640,116	SHIPLEY NOMINEES PTY LTD	400,000
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	1,625,607	IHODS SUPER FUND PTY LTD	343,750
J P MORGAN NOMINEES AUSTRALIA LIMITED	1,342,500	MR NEIL ATHERTON DAY & DR PAUL MELVILLE DAY 297,044
MR DAVID KINSMAN	1,297,933	INVIA CUSTODIAN PTY LIMITED	293,750
GLENCO PROPERTIES PTY LTD	1,250,000	DR PAUL ANTHONY PORTER & DR TI-WAN NG	240,000
	126,816,249	CHRIS BELL INVESTMENTS PTY LTD	225,000
Balance of Register	44,594,038	B2B HOLDINGS PTY LIMITED	225,000
Total of Securities	171,410,287		34,278,941
		Balance of Register	5,764,943
		Total of Securities	40,043,884

On-Market Buy Back: There is currently no on-market buy back.

YPB Group Limited OFFER

DETAILS OF THE CAPITAL RAISING

Institutional Placement of 18.75 million new fully paid ordinary shares at A\$0.24 per share to raise A

The Placement will take place as a single tranche and will fall within the Company's ASX Listing Rule

Institutional Placement	\$4.5m 7.1 capacity available for issue
Application of funds raised	The proceeds raised from the Offer are expected to be applied as follows: o Cash consideration for the purchase of shares in Motif Micro Inc. o Business acceleration o Research & Development o Costs of the raise
Ranking	New Shares will rank pari passu with existing YPB Shares
Underwriting	The Placement is not underwritten

KEY OFFER STATISTICS

Placement Offer Metrics

Placement Offer Metrics
Existing shares on issue (m)	172.1
Placement shares issued (m)	18.8
No. of shares on issue post Placement (m)	190.9
Options on issue	40.0
Total securities on issue post Placement (m)	230.9
Issue Price (A\$)	\$0.24

Sources	\$A million	Uses	\$A million
Institutional Placement	\$4.50	Business development and acceleration	\$3.18
		Research & Development	\$1.00
		Costs of the raise	\$0.32
Total	\$4.50	Total	\$4.50

TIMETABLE

Event Date

Trading Halt and opening of institutional offer Friday, 20th May 2016

Institutional offer closes 2:00pm Monday, 23rd May 2016

Trading in YPB recommences Tuesday, 24th May 2016

Settlement of new shares issued under the placement Friday, 27th May 2016

Issue and trading of new shares under the placement Monday, 30th May 2016

OFFER JURISDICTIONS

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: • is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; • meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

KEY RISKS

Intellectual property: In any business based on intellectual property or trade secret methodology, there is a risk that other individuals or companies may claim to have an interest in that intellectual property. In addition, third parties that hold patents for technology in the field of product authentication may make claims regarding the validity of the patents or the Company's products. In addition, developing or supporting new technology and intellectual property may require over all matters that require approval by Shareholders, including the election and removal of Directors and approval of significant transactions (unless prevented from voting under the Corporations Act or Listing Rules). The ability of other Shareholders to influence corporate decisions of the Company will therefore be reduced.

significant capital expenditure by the Company. Reliance of key personnel: The Company relies on the experience and knowledge of its management team, in particular John Houston. The Company is also dependent on its ability to recruit and retain suitably qualified personnel. In the event that such key personnel left the Company and it was unable to recruit suitable replacements, such loss could have a materially adverse effect on the Company. Product selection: An important element of the Company's business is an ability to assess and identify products that appeal to the Company's target market. Newer anti-counterfeit and brand protection technologies and products are increasing the number of choices available to customers. This may make the Company's products less attractive and any misjudgements in demand or changes in customer preferences could result in reduced sales, increase inventory and/or lower gross margins. In addition, existing products or products in the future developed by the Company may experience performance problems rendering them difficult or impossible to sell, or subject to product recall which could have a material adverse impact on the Company's financial performance.

Increased competition: The anti-counterfeit and brand protection market is highly competitive. This competition has intensified as a result of improvements in technology. The actions of an existing competitor or the introduction of a new competitor in the anti-counterfeit market may make it difficult for the Company to grow its revenue, which in turn, may have an adverse effect on its profitability. If the Company's technology proves to be less successful or more costly than its competitors' products, the business of the Company could be adversely affected. Relationships with suppliers: The company relies on sourcing products from various suppliers and any material adverse change in the Company's relationships with its suppliers, its terms of trade, or the ability of key suppliers to service orders could have an adverse impact on the Company's prospects. Furthermore, the reliance on sourcing products from suppliers exposes the Company to further risks of delivery delays or quality problems that may adversely affect the business.

Growth prospects and Company expansion plans: The Company's growth prospects are dependent upon a number of factors, including, customer take up and execution of rollout. If the Company fails to execute any expansion plan and cannot attract buyers for its products, its financial performance is likely to be negatively affected. Delivery risk: Due to the nature of the Company's product being manufactured in the PRC, the potential exists for delays or cancellations in the delivery of products without any practical recourse being available to the Company to recover lost earnings. Any such delay or cancellation would have an adverse impact on the Company's earnings and profits.

Concentration of shareholding: John Houston (or entities controlled by him) holds approximately [35]% of all Shares (prior to this offer) of the Company to the Official List of the ASX. As a result, John Houston has a significant influence

Liability risk: Whilst the Company will take precautions both legal and physical, the nature of the Company business of providing products and services to the anti-counterfeit field, may give rise in certain circumstances to potential legal action by either customers or end users in the areas of product or public liability. If legal action was taken against the Company, it could have a material adverse effect on the financial performance of the business and to its reputation and brand name. Funding: While the Company believes it will have sufficient funds after completion of the Offer to meet all of its growth and capital requirements for the near term, the Company may seek to exploit opportunities of a kind that will require it to raise additional capital from equity or debt sources. There can be no assurance that the Company will be able to raise such capital on favourable terms or at all. If the Company is unable to obtain such additional capital, it may be required to reduce the scope of its anticipated activities, which could adversely affect its business, financial condition and operating

Reliance on key supplier relationships: The Company relies on various key supplier relationships for certain parts of its business. The loss or impairment of any of these relationships could have a material adverse effect on the Company's results of operations, financial condition and prospects, at least until alternative arrangements can be implemented. In some instances, however, alternative arrangements may not be available or may be less financially advantageous than the current arrangements. In particular, the Company relies on third parties to provide intellectual property development and manufacturing services. Although there are long term contracts in place with stringent non-compete provisions, the Company is vulnerable to any change in output from these suppliers. Should any of these suppliers significantly reduce their supply to the Company, this will have an adverse effect of the growth prospects and financial performance of the Company. results. Licensing: Currently, the Company is the only entity licensed by the CTAAC that sells invisible anti-counterfeit tracers. There is nothing to guarantee that a competitor of the Company from outside of the PRC may be licensed to sell invisible tracers in the future. If this was the case, the Company's competitive advantage in China may be adversely affected. Data loss, theft or corruption: YPB through Brand Reporter will provide its services online through a range of websites. Hacking or exploitation of some unidentified vulnerability in its websites could lead to loss, theft or corruption of data. This could render the websites unavailable for a period of time while data is restored. It could also lead to unauthorised

Exchange rates: The Company is exposed to movements in foreign exchange rates. As the Company will report financial earnings in Australian dollars, and because the Company does not plan to hedge against movements in the exchange rate, significant fluctuations in exchange rates may impact on the Company's margins and earnings adversely. disclosure of users' data, with associated reputational damage, claims by users and regulatory scrutiny and fines. Although YPB has strategies in place to try to minimise security breaches and to protect data, these strategies might not be successful. In that event, disruption to the websites and unauthorised disclosure of user data could negatively impact upon YPB's revenues and profitability.

KEY RISKS (CONT'D)

Hacker attacks: YPB relies upon the availability of its websites to provide services to Brands and users and to attract new users. Hackers could render the websites unavailable through a distributed denial of service attack or other disruptive attacks. Although YPB has strategies in place to minimise such attacks, these strategies may not be successful. Unavailability of the websites could lead to a loss of revenue or could affect YPB's ability to retain existing customers, potentially having a material adverse impact upon YPB's growth. Government regulation: The Company is exposed to changes in the laws and regulations of the PRC initially, then other countries where the Company will operate. In future, laws may be enacted which effect greater regulation upon the anticounterfeit industry which may increase the Company's costs to comply with the relevant government regulations. In addition, taxation legislation may change which could impact the Company's profitability.

Brand management and maintenance: The Company believes that establishing and maintaining its brands in the anticounterfeit industry is critical to growing its proposed user base and product acceptance. This will depend largely on the Company's ability to provide useful and innovative products. The actions of external industry participants and social media may affect the Company's brands if users do not have a positive experience using the Company's products and services respectively. If the Company fails to successfully establish and maintain its brands its businesses and operating results could be adversely affected.

Domain name risk: YPB will increasingly provide online services through several websites, many of which are country and / or language-specific. Each of those websites have different domain names which are registered with a domain name registrar appropriate to that region. Each domain name registrar maintains separate regulatory regimes and enforce different requirements. Domain name registrants may change the requirements for continued registration or renewal at any time. Further, there may be regulatory or legislative changes in the countries where the domain name registrants are based which could affect YPB's ability to maintain control of these domains. Should YPB lose control of any domain, it could lose all website traffic directed to that domain. This could lead to reduction in YPB's revenue, and affect its customers ability to maintain payments for YPB's services. Market risk: Share market conditions may affect the value of the Company's quoted Securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as: general economic outlook; interest rates and inflation rates; currency fluctuations; commodity price fluctuations; changes in investor sentiment toward particular market sectors; the demand for, and supply of, capital; and terrorism and other hostilities. Potential acquisitions: As part of its business strategy, the Company intends to make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

Contractual risk: In order for the Company to be able to achieve its objectives, the Company will be reliant on third parties with which it will become involved to comply with their contractual obligations. Where those third parties fail to comply with the terms and conditions of their agreements with the Company, the Company could lose the rights acquired under the relevant agreement(s). It may then be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms. The Company has no current reason to believe that any third party that the Company has contracted with will not meet and satisfy their obligations under any agreement.

Ability to promote the Company's "YPB Brand": Brand image is a key factor in promoting and marketing technology companies. The Company is committed to building its brand by creating value in technology companies from start-up phase to more developed companies and therefore being presented with more opportunities in Asia and, if relevant, Australia. The Company believes that the Company has been successful in establishing its brand and attracting investee projects in Asia and that the Company's status as an ASX-listed company will continue to enhance the Company's profile and brand in the Australasia region. New acquisitions: The Company may make acquisitions in circumstances where the Directors believe that those acquisitions support the Company's growth strategy. However, there can be no assurances that the Company will be able to identify, complete and integrate suitable acquisitions successfully. Acquiring new businesses can place significant strain on management, employees, systems and resources. Acquired businesses may not perform in line with expectations and it may not prove possible to achieve the desired synergies on the integration of news businesses. Additional requirements for capital: The Company's capital requirements depend on numerous factors. Depending on the

Economic factors: Changes in economic and business conditions in Australia or internationally may affect the fundamentals of the Company's target markets or its costs structure and profitability. Adverse changes in the level of inflation, interest rates, consumer spending, and employment rates, are outside the control of the Company and the management team and may have an adverse effect on the financial performance and/or financial position of the Company.

Company's ability to generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back marketing and technological development.

REFERENCES

INDUSTRY NUMBERS - FRAME 8

A: Source: ICC Global Impacts Study 2008

B: The claim is the combination of the following:

1. Anti-counterfeit Packaging Market - 128.6bn by 2019

http://www.marketsandmarkets.com/Market-Reports/anti-counterfeit-packaging-advan ced-technologies-and-global-market-129.html

2. Product Authentication - 142.7 billion by 2020

https://www.alliedmarketresearch.com/anti-counterfeit-market

3. Online Brand Protection – 3.8 Billion by 2018 -

http://www.smitherspira.com/news/2013/december/global-brand-protection-market-for ecast-to-2018

C: Customer Engagement – 32.4 Billion by 2018 -

http://www.forbes.com/sites/forrester/2013/08/09/mobile-engagement-providers-will-b e-a-new-32-4-billion-market-by-2018/

GLOBAL NUMBERS - FRAME 9

(1) "10% of the world's medicines are counterfeit" = International Medical Products Anti-Counterfeiting Taskforce (IMPACT), Counterfeit Drugs Kill!, World Health Organization, Geneva, Switzerland, 2008 http://www.who.int/impact/FinalBrochureWHA2008a.pdf (accessed 07.12.12).

(2) "50% of cases, medicines purchased over the Internet from illegal sites that conceal their physical address have found to be counterfeit" = The World Health Organization. Available on: www.who.int/mediacentre/factsheets/fs275/fr/index. hlml. (December 2011) (3) "27.5 million counterfeit medicines retained by european customs Authorities" = Report on UE customs enforcement of intellectual property rights 2011.

(4) "20.7 million illegal and counterfeit drugs seized during «pangea VIII» operation" Interpol - Pangea VIII operation http://www.interpol.int/News-and-media/News/2015/N2015-089

(5) Up to 300,000 people die annually in China due to fake or substandard medecines = International Policy Network London 2006 Center for Medicine in the Public Interest (6) 36% of anti-malaria drugs in Southeast Asia are falsified = Nayyar, GML et. al., Poor-quality antimalarial drugs in southeast Asia and sub-Saharan Africa, 12 Lancet Infectious Diseases 488, 492 (2012).
(7) 30% of medecines circulating in Brazil are counterfeit = february 7,2012 - Etco.org.br - http://bit.ly/zlMGWG.
(8) Internet Sales of Counterfeit medecines amount to \$75 Billion = WHO http://www.who.int/bulletin/volumes/88/4/10-020410/en/
(9) 550 MILLION doses of illicit medicine seized in Africa during the 2013 "Biyela"operation =http://www.iracm.com/en/2013/06/operation-biyela-record-seizure-of-illicit-medicines-in-a frica/
PASSPORT NUMBERS - FRAME 35
199 Countries with passports: www.passportindex.org
IHS Research predicts that within a 5 years, 90% of passports carried will be ePassports. ICAO says 21 additional countries ready to deploy ePassports in the next 12 to 48 months.
Market Potential Revenue based on YPB internal estimates.