CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2019

Jul 17, 2019

YPB Group Ltd ACN 108 649 421

Notice of Extraordinary General Meeting

Notice is given that an Extraordinary General Meeting of Shareholders of YPB Group Limited (“ YPB ” or the “ Company ”) is to be held at 11.00 am, on Friday 16 August 2019 (Sydney time) at Grosvenor Place, Level 12, 225 George Street, Sydney, NSW 2000 (“ Extraordinary General Meeting” or “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 Extraordinary General Meeting are those who are registered Shareholders as at 7pm (Sydney time) on Wednesday 14 August 2019. Terms used in this Notice are defined in the Glossary in Annexure 2 which forms part of the Explanatory Memorandum.

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AGENDA

Resolution

APPROVAL TO ISSUE UP TO $2,500,000 WORTH OF NEW SHARES PURSUANT TO A PLACEMENT

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

“That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to that number of fully paid ordinary shares in the capital of the Company which, when multiplied by the issue price, will raise up to $2,500,000 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of the Resolution, by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of the aforementioned 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 Extraordinary General Meeting intends to vote all available proxies in favour of the Resolution.

Dated: 15 July 2019.

By Order of the Board.

Sebastian Andre

Company Secretary

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YPB GROUP LTD

NOTICE OF EXTRAORDINARY 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 Extraordinary 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 Wednesday 14 August 2019.

How to vote

Each Shareholder is entitled to attend and vote at the Extraordinary 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 Extraordinary 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/ypbegm2019

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YPB GROUP LTD

NOTICE OF EXTRAORDINARY GENERAL MEETING

Undirected Proxies

Subject to the above, the Chairman of the Extraordinary 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

In accordance with the Corporations Act, 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting or in voting on a Resolution.

Enquiries

Shareholders are invited to contact the Company Secretary Sebastian Andre on 08 6555 2950 if they have any queries in respect of the matters set out in these documents.

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YPB GROUP LTD

NOTICE OF EXTRAORDINARY GENERAL MEETING

Explanatory Memorandum

YPB Group Ltd

1. Introduction

This Explanatory Memorandum has been prepared to assist Shareholders in considering the Resolution 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. RESOLUTION - APPROVAL TO ISSUE UP TO $2,500,000 WORTH OF NEW SHARES PURSUANT TO A PLACEMENT

2.1 Background

The Resolution seeks shareholder approval for the issue of that number of New Shares which when multiplied by the issue price, will raise up to $2,500,000 ( Placement ).

Listing Rule 7.1 prohibits a company from issuing 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 New Shares.

By approving the issue of the New Shares the subject of the Resolution, the issues 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 Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

2.2 Required Information

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

Maximum number of Shares to be issued:		The maximum number of New Shares to be issued is up to that number of New Shares which, when multiplied by the issue price, equals $2,500,000. The table below provides examples of the maximum number of New Shares that may be issued if Shareholders approve the Resolution. The table uses various issue prices to calculate the maximum number of New Shares that may be issued assuming $2,500,000 is raised by the Company: Issue Price ($ per share) Number of New Shares $0.008 312,500,000 $0.007 357,142,857 $0.006 416,666,667 $0.005 500,000,000 $0.004 625,000,000 $0.003 833,333,333	The maximum number of New Shares to be issued is up to that number of New Shares which, when multiplied by the issue price, equals $2,500,000. The table below provides examples of the maximum number of New Shares that may be issued if Shareholders approve the Resolution. The table uses various issue prices to calculate the maximum number of New Shares that may be issued assuming $2,500,000 is raised by the Company: Issue Price ($ per share) Number of New Shares $0.008 312,500,000 $0.007 357,142,857 $0.006 416,666,667 $0.005 500,000,000 $0.004 625,000,000 $0.003 833,333,333
		Issue Price ($ per share)	Number of New Shares
		$0.008	312,500,000
		$0.007	357,142,857
		$0.006	416,666,667
		$0.005	500,000,000
		$0.004	625,000,000
		$0.003	833,333,333

Maximum number of Shares The maximum number of New Shares to be issued is up to that to be issued: number of New Shares which, when multiplied by the issue price, equals $2,500,000. The table below provides examples of the maximum number of New Shares that may be issued if Shareholders approve the Resolution. The table uses various issue prices to calculate the maximum number of New Shares that may be issued assuming $2,500,000 is raised by the Company:

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YPB GROUP LTD

NOTICE OF EXTRAORDINARY GENERAL MEETING

		$0.002	$0.002	1,250,000,000	1,250,000,000
Proposed date of Issue:		The New Shares will be issued no later than 3 months after the date of the meeting (or such later date to the extent permitted by any ASX waiver) and it is intended that the issue of the New Shares will occur progressively.
Price at which the Shares are to be issued:		The issue price will be not less than 80% of the volume weighted average market price for Shares calculated over the 5 days on which sales in the Shares were recorded before the date on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed, in accordance with listing rule 7.3.3. The following examples show potential scenarios of the number of New Shares which may be issued: Example 1: Using the market price of $0.006 at the time of preparing this Notice as being the equivalent to the 5 day VWAP for illustration purposes, the issue price will be not less than 80% of $0.006, which is $0.0048. Accordingly, the total number of New Shares that may be issued pursuant to shareholder approval of the Resolution would be approximately 520,833,333. Example 2: If the 5 day VWAP is decreased by 50% which is equal to $0.003, the issue price will not less than 80% of $0.003, which is $0.0024. Accordingly, the total number of New Shares that may be issued pursuant to shareholder approval of the Resolution would be approximately 1,041,666,667. Example 3: If the 5 day VWAP is increased by 50% which is equal to $0.009, the issue price will not less than 80% of $0.009, which is $0.0072. Accordingly, the total number of New Shares that may be issued pursuant to shareholder approval of the Resolution would be approximately 347,222,222. Potential Dilution Effect: Based on the current number of Shares on issue of 916,933,479 and the above examples, the table below shows the potential dilution effect on the shareholdings as follows:
		No of New Shares	Total no. of Shares on issue post issue of New Shares		Dilution Factor*
		520,833,333	1,437,766,812		36%
		1,041,666,667	1,958,600,146		53%
		347,222,222	1,264,155,701		27%
		*The Dilution Factor does not take into account the impact of any exercise of convertible securities by a convertible security holder.
Terms of securities:		Fully paid ordinary shares which rank equally with the existing

		No of New Shares	Total no. of	Dilution Factor*
			Shares on issue
			post issue of New
			Shares
		520,833,333	1,437,766,812	36%
		1,041,666,667	1,958,600,146	53%
		347,222,222	1,264,155,701	27%
		*The Dilution Factor does not take into account the impact of
		any exercise of convertible securities by a convertible security
		holder.
Terms of securities:	Fully paid ordinary shares which rank equally with the existing

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YPB GROUP LTD

NOTICE OF EXTRAORDINARY GENERAL MEETING

	NOTICE OF EXTRAORDINARY GENERAL MEETING
	shares on issue.
Persons to whom Shares are to be issued:	The persons to whom, the New Shares will be issued are not, as yet, identifiable, but will be subscribers to be identified by the Company and any brokers appointed by the Company to manage the Placement. The persons will be sophisticated and professional investors as defined under s708 of the_Corporations Act 2001_, and will not be related parties of the Company. The persons will not be related parties of the Company.
Intended use of funds raised:	The funds raised from the issue of the Shares are intended to be allocated to marketing and business development activities in key target geographic markets and industry verticals, developing indirect sales channels, ongoing technology development associated with Motif Micro and the YPB Connect platform, costs associated with the capital raise and for general working capital purposes. The Shares are not being issued under, or to fund, a reverse takeover.

2.3 Directors' Recommendation

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

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YPB GROUP LTD NOTICE OF EXTRAORDINARY GENERAL MEETING

ANNEXURE 1: GLOSSARY

ASX means ASX Limited.

$ means Australian Dollars.

Board means the board of directors of the Company.

Chairman means the Chairman of the Extraordinary General Meeting.

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.

Extraordinary General Meeting or General Meeting means the meeting convened by the Notice. Listing Rule means a Listing Rule of ASX.

New Shares means Shares proposed to be issued pursuant to investors in the Placement.

Notice means the Notice of Meeting accompanying this Explanatory Memorandum.

Placement has the meaning set out in section 2.1 of the Explanatory Memorandum.

Proxy Form means the proxy form for the Extraordinary General Meeting accompanying the Notice. Resolution means the resolution to be passed at the Extraordinary General Meeting. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

VWAP means the volume weighted average share price of the Shares traded on ASX (excluding special crossings, crossing made prior to the commencement of normal trading, crossings made during the closing phase or the after hours adjust phase, overseas trades and overnight crossings or trades pursuant to the exercise of any options or other securities convertible into the Shares).

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All Correspondence to:

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

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am AEST on Wednesday 14 August 2019.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/ypbegm2019 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the 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 securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am AEST on Wednesday 14 August 2019. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/ypbegm2019  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited 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 ACN 108 649 421

Your Address

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

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of YPB Group Ltd (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 securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the Boardroom Pty Limited, Grosvenor Place, Level 12, 225 George Street, Sydney NSW 2000 on Friday 16 August 2019 at 11:00am AEST and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

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.

For Against Abstain*

Resolution 1 Approval to issue up to $2,500,000 worth of new shares pursuant to a placement

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2019