CODEIFAI LIMITED - Proxy Solicitation & Information Statement 2020

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ASX ANNOUNCEMENT

ASX:YPB | 6 November 2020

General Meeting of Shareholders

YPB Group Limited (ASX:YPB) (“YPB” or the “Company”) advises that a general meeting of shareholders will be held at 2 pm (AEDT) (11 am AWST) on Friday, 11 December 2020 (“Meeting”).

In accordance with section 5(1) of the Corporations (Coronavirus Economic Response) Determination No. 3 2020 (Cth), the Company will not be sending hard copies of the Notice of Meeting and accompanying Explanatory Memorandum ("Notice") to shareholders. Instead, shareholders will be able to view and download the Notice via the Company’s website at https://ypb.io/invest/NOMDec2020.pdf or from the ASX market announcements platform at www.asx.com.au.

Due to the COVID-19 situation, it may not be possible for shareholders to physically attend the Meeting. The Company has made arrangements for shareholders who wish to remotely participate in the Meeting via electronic means. As a precaution in relation to COVID-19, each Resolution will be decided by poll, based on proxy votes and by votes from shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this letter, in accordance with the instructions set out in the proxy form, by no later than 2 pm (AEDT) (11 am AWST) on Wednesday, 9 December 2020 (being at least 48 hours before the Meeting).

Further details on how to participate and vote at the meeting are set out in the Notice. As the situation regarding the management of COVID-19 is evolving rapidly, shareholders are encouraged to monitor the Company’s website and the ASX market announcements platform for any further updates in relation to the arrangements for the Meeting.

The Directors appreciate the understanding of shareholders under the current circumstances.

This announcement has been authorised by the Board of YPB Group Limited.

For further information please contact:

Investor enquiries

[email protected]

ypb.io

[email protected]

YPB Group Limited Suite 1, 295 Rokeby Road Subiaco, Western Australia 6008, AUSTRALIA

Legal/73950641_4

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 2:00pm on Wednesday, 9 December 2020.

 TO VOTE ONLINE

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STEP 1: VISIT https://www.votingonline.com.au/ypbdecgm 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

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TO VOTE BY COMPLETING THE PROXY FORM

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STEP 1 APPOINTMENT OF PROXY

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Indicate who you want to appoint as your Proxy.

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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.

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Appointment of a Second Proxy

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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 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 2 pm on Wednesday, 9 December 2020. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Lodging your Proxy Voting Form:

 Online https://www.votingonline.com.au/ypbdecgm � 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

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.

Attending the Meeting

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

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YPB Group Ltd

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 General Meeting of the Company to be held Virtually on Friday, 11 December, 2020 at 2pm 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.

VOTING DIRECTIONS

STEP 2

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* 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 Ratification of Prior Issue of July Placement Shares
Resolution 2 Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd
Resolution 3 Ratification of Prior Issue of August Placement Shares
Resolution 4 Approval to Issue August Placement Options
Resolution 5 Approval to Issue August Adviser Securities
Resolution 6 Ratification of Prior Issue of October Placement Shares
Resolution 7 Approval of October Placement Options
Resolution 8 Approval of Issue of Shares to EverBlu Capital Pty Ltd
Resolution 9 Approval of Issue of Options to EverBlu Capital Pty Ltd
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For Against Abstain
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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 / / 2020

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AI assistant

CODEIFAI LIMITED Proxy Solicitation & Information Statement 2020

64630_rns_2020-11-05_dc55acfe-062f-45bf-9a4c-d7952b4f2940.pdf

ASX ANNOUNCEMENT

ASX:YPB | 6 November 2020

General Meeting of Shareholders

For further information please contact:

Investor enquiries

All Correspondence to:

YOUR VOTE IS IMPORTANT

 TO VOTE ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Lodging your Proxy Voting Form:

Proxy which is a Body Corporate

YPB Group Ltd

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

VOTING DIRECTIONS

STEP 2

STEP 3 SIGNATURE OF SECURITYHOLDERS

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CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2020

64630_rns_2020-11-05_dc55acfe-062f-45bf-9a4c-d7952b4f2940.pdf

ASX ANNOUNCEMENT

ASX:YPB | 6 November 2020

General Meeting of Shareholders

For further information please contact:

Investor enquiries

All Correspondence to:

YOUR VOTE IS IMPORTANT

 TO VOTE ONLINE

BY SMARTPHONE

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Appointment of a Second Proxy

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Lodging your Proxy Voting Form:

Proxy which is a Body Corporate

YPB Group Ltd

Your Address

PROXY FORM

STEP 1 APPOINT A PROXY

VOTING DIRECTIONS

STEP 2

STEP 3 SIGNATURE OF SECURITYHOLDERS

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CODEIFAI LIMITED Proxy Solicitation & Information Statement 2020