CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2015

Nov 10, 2015

YPB Group Ltd ACN 108 649 421

Notice of General Meeting

Notice is given that the General Meeting of Shareholders of YPB Group Limited ( YPB or the Company ) will be held at 11.00AM (Sydney time), on Thursday 10 December 2015 at Level 29, 66 Goulburn Street, Sydney, NSW 2000 ( General Meeting ). The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the General Meeting. The Explanatory Memorandum and Proxy Form part of this Notice.

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the General Meeting are those who are registered Shareholders as at 7pm (Sydney time) on Tuesday 8 December 2015. Terms used in this Notice are defined in the Glossary which forms part of the Explanatory Memorandum.

YPB GROUP LTD

NOTICE OF GENERAL MEETING

AGENDA

Resolution 1

RATIFICATION OF PRIOR ISSUE OF SHARES (401,283)

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 401,283 Shares on the terms and conditions as detailed in the Explanatory Memorandum, be and is hereby ratified and approved.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if:

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

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

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

Resolution 2

RATIFICATION OF PRIOR ISSUE OF SHARES (1,094,830)

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 1,094,830 Shares on the terms and conditions as detailed in the Explanatory Memorandum, be and is hereby ratified and approved.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if:

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

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

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

YPB GROUP LTD

NOTICE OF GENERAL MEETING

Resolution 3

RATIFICATION OF PRIOR ISSUE OF SHARES (400,000)

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 400,000 Shares on the terms and conditions as detailed in the Explanatory Memorandum, be and is hereby ratified and approved.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if:

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

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

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

Resolution 4

RATIFICATION OF PRIOR ISSUE OF SHARES (12,857,143)

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the previous issue of 12,857,143 Shares on the terms and conditions as detailed in the Explanatory Memorandum, be and is hereby ratified and approved.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if:

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

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

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

Resolution 5

APPROVAL TO ISSUE SHARES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to 10,000,000 Shares to institutional and professional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 5 is passed, and any associates of the aforementioned persons. However, the Company will not disregard a vote if:

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

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

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

YPB GROUP LTD

NOTICE OF GENERAL MEETING

Dated: 6 November 2015

By order of the Board.

Robert Whitton Company Secretary

YPB GROUP LTD

NOTICE OF GENERAL MEETING

Notes

Explanatory Memorandum

The Notice should be read in conjunction with the accompanying Explanatory Memorandum.

Eligibility to vote

In accordance with the Corporations Act and the Constitution, a person's entitlement to vote at the General Meeting will be determined by reference to the number of Shares registered in the name of that person (reflected in the register of members) as at 7pm (Sydney time) on 8 December 2015

How to vote

Each Shareholder is entitled to attend and vote at the General Meeting in person or by proxy.

Proxy votes

Each Shareholder is entitled to appoint not more than two proxies to attend and vote in their place.

Where more than one proxy is appointed, the appointment may specify the proportion or number of votes that the proxy may exercise, otherwise each proxy may exercise half of the votes.

A proxy need not be a Shareholder.

A Proxy Form must be signed (in the form attached to this Notice) by the Shareholder or the Shareholder’s attorney. Proxy Forms must reach the Company at least forty eight (48) hours before the General Meeting.

The address for lodgment of Proxy Forms is:

Delivery Address	Postal Address	Fax Number
Level 12	Boardroom Pty Limited	+ 61 2 9290 9655
225 George Street	GPO Box 3993
Sydney NSW 2000	Sydney NSW 2001
Australia	Australia

Online

www.votingonline.com.au/ypbgm2015

YPB GROUP LTD

NOTICE OF GENERAL MEETING

Undirected Proxies

Subject to the above, the Chairman of the General Meeting intends to vote all undirected proxies in favour of the Resolutions. However, the Company encourages all Shareholders who submit Proxy Forms to direct their proxy how to vote on each Resolution by marking the boxes on the Proxy Form (Step 2) for each item of business.

Directed Proxies

Under recent amendments to the Corporations Act, there are new rules relating to how a proxy must vote directed proxies. If a Proxy Form specifies the way a proxy is to vote on a Resolution, then:

• (a) a proxy need not vote on a show of hands, but if the proxy does vote, the proxy must vote as directed;

• (b) if a proxy is appointed by two or more Shareholders who specify different ways to vote on a resolution, the proxy must not vote on a show of hands;

• (c) if the proxy is the Chairman, the proxy must vote as directed on a poll;

• (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does vote, the proxy must vote as directed; and

• (e) if the proxy is not the Chairman and does not attend the General Meeting or does not vote on a Resolution, but the Proxy Form specifies how to vote and a poll is demanded, then the Chairman is taken to have been appointed as the proxy and must vote as directed.

Power of Attorney

A Shareholder’s attorney may sign the Shareholder’s Proxy Form on behalf of the Shareholder. By signing the Proxy Form, the Shareholder’s attorney confirms that the authority under which he or she executed the Proxy Form has not been revoked.

If the Shareholder’s attorney signs the Proxy Form, then the attorney must, when it sends the Proxy Form to the Company, also send the authority (or a certified copy of the authority) under which the Proxy Form was signed. Each of the Proxy Form and authority must be received at least forty eight (48) hours before the General Meeting.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the General Meeting. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on behalf of the appointing body all of the powers that the appointing body could exercise at the General Meeting or in voting on a Resolution.

Enquiries

Shareholders are invited to contact the Company Secretary Robert Whitton on (02) 8263 4000 if they have any queries in respect of the matters set out in these documents.

YPB GROUP LTD NOTICE OF GENERAL MEETING

Explanatory Memorandum

YPB Group Ltd

1. Introduction

This Explanatory Memorandum has been prepared to assist Shareholders in considering the Resolutions set out in the Notice. This Explanatory Memorandum forms part of, and should be read in conjunction with, the Notice.

Terms used in this Explanatory Memorandum are defined in the Glossary.

2. General

2.1 RESOLUTIONS 1, 2, 3 AND 4: RATIFICATION OF PRIOR ISSUE OF SHARES

Resolutions 1, 2, 3 and 4 seek approval from Shareholders for the prior issue of Shares that have occurred in the previous 12 month period that have not already been approved by Shareholders for the purposes of Listing Rule 7.1.

ASX Listing Rule 7.1 prohibits a company from issuing equity securities representing more than 15% of its issued capital in any 12 month period without shareholder approval.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. Under ASX Listing Rule 7.4 where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of Shares the subject of Resolutions 1, 2, 3 and 4, the Shares issued will not diminish the 15% annual placement capacity of the Company. This will provide the Company with flexibility to issue further equity securities within the next 12 months up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

The Company issued the following Shares without prior Shareholder approval out of its 15% annual placement capacity:

Resolution 1

Resolution 1
Name of the allottees:	Mr Jens Michel
Date of Issue	2 September 2015
Number of securities that were allotted and issued:	401,283
Deemed price at which the securities were issued:	$0.35
Terms of securities:	Fully paid ordinary shares in accordance with Constitution
Persons to whom Shares were issued:	Mr Jens Michel
Use (or intended use) of the funds raised:	Share based payment to new COO

Resolution 2

Name of the allottees: Ralph H Davis Snr

YPB GROUP LTD NOTICE OF GENERAL MEETING

	NOTICE OF GEN
	Ralph H Davis Jnr
Date of Issue	2 September 2015
Number of securities that were allotted and issued:	1,094,830 Shares
Deemed price at which the securities were issued:	$0.35 per Share
Terms of securities:	Fully paid ordinary shares in accordance with Constitution
Persons to whom Shares were issued:	The Continuous Forms Control Inc. vendor shareholders
Use (or intended use) of the funds raised:	Part purchase consideration of Continuous Forms Control Inc.

Resolution 3
Name of the allottees:	Mr Richard Raju
Date of Issue	12 October 2015
Number of securities that were allotted and issued:	400,000 Shares
Deemed price at which the securities were issued:	$0.35 per Share
Terms of securities:	Fully paid ordinary shares in accordance with Constitution
Persons to whom Shares were issued:	Mr Richard Raju
Use (or intended use) of the funds raised:	Share based payment to new CMO

YPB GROUP LTD NOTICE OF GENERAL MEETING

Resolution 4

Name of the allottees:	Legats Pty Ltd ATF The Simon Szewach Family Trust Isaac Balbin ATF Balbin Asafi Trust Selby Super Pty Ltd ATF The Marc Selby Superannuation Fund Sams Marketing Pty Ltd ATF The Waugh Provident Fund Null Cipher Pty Ltd ATF La Familia BGSP Jeffrey Markoff
Date of Issue	31 October 2015
Number of securities that were allotted and issued:	12,857,143 Shares
Deemed price at which the securities were issued:	$0.35 per Share
Terms of securities:	Fully paid ordinary shares in accordance with Constitution
Persons to whom Shares were issued:	The nTouch Holdings vendor shareholders
Use (or intended use) of the funds raised:	Share based purchase consideration of nTouch Holdings Pty Ltd

Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolutions 1,2, 3 and 4 as they provide the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval.

2.2 RESOLUTION 5: APPROVAL TO ISSUE SHARES

Under Resolution 5, the Company seeks approval to issue and allot up to 10,000,000 Shares for capital raising purposes.

ASX Listing Rule 7.1 prohibits a company from issuing equity securities representing more than 15% of its issued capital in any 12 month period without security holder approval. Security holder approval is sought to approve the issue of the 10,000,000 Shares referred to in Resolution 5. The effect of such approval is that any such Shares will not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

Required information:

Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 5 for the purposes of providing an approval under Listing Rule 7.1.

YPB GROUP LTD NOTICE OF GENERAL MEETING

	NOTICE OF GEN
Maximum number of Shares to be issued:	10,000,000 Shares
Proposed date of Issue:	All of the Shares will be issued no later than three months after the date of the General Meeting
Price at which the Shares are to be issued:	Not less than 80% of the volume weighted average market price for Shares, calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue is made.
Terms of securities:	Fully paid ordinary shares which rank equally with the existing shares on issue
Persons to whom Shares are to be issued:	The names of the allottees of the Shares are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their associates. They will be institutional and/or professional investors and will be identified on the basis of the Director's view of their ability to participate in the proposed placement and any added value they are able to bring to the Company
Intended use of funds raised:	The funds to be raised by the Company are intended to be used for the following purposes: a) general working capital requirements of the Company ; and b) to fund any potential acquisitions of Company in the future.

Directors' Recommendation

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

Company Secretary

Robert Whitton

YPB GROUP LTD

NOTICE OF GENERAL MEETING

3. GLOSSARY

ASX means ASX Limited.

$ means Australian Dollars.

Board means the board of directors of the Company.

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

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

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

YPB GROUP LTD

NOTICE OF GENERAL MEETING

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am AEDT on Tuesday 8 December 2015.

 TO VOTE ONLINE

STEP 1: VISIT www.votingonline.com.au/ypbgm2015 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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 Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder 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 11:00am AEDT on Tuesday 8 December 2015. 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 www.votingonline.com.au/ypbgm2015  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

YPB Group Limited

ABN 68 108 649 421

SAMPLE

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of YPB Group Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at Level 29, 66 Goulbourn Street, Sydney NSW 2000 on Thursday 10 December 2015 at 11:00am AEDT 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.

The Chair 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 calculating the required majority if a poll is called.

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For Against Abstain
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Resolution 1 Ratification of prior issue of Shares (401,283) Resolution 2 Ratification of prior issue of Shares (1,094,830) Resolution 3 Ratification of prior issue of Shares (400,000) Resolution 4 Ratification of prior issue of Shares (12,857,143) Resolution 5 Approval to Issue Shares

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STEP 3 SIGNATURE OF SHAREHOLDERS
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 / / 2015
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