CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2020

Nov 5, 2020

==> picture [155 x 75] intentionally omitted <==

YPB Group Ltd ACN 108 649 421

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held via Zoom teleconference on Friday, 11 December 2020 at 2 pm (Sydney time)

YPB Group Ltd (the Company) advises Shareholders that the Meeting will be held in compliance with any restrictions on public gatherings.

Due to the evolving COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy Forms for the Meeting should be lodged before 2 pm (Sydney time) on Wednesday, 9 December 2020.

The Company has made arrangements for Shareholders who wish to remotely participate in the Meeting via electronic means. Those Shareholders should contact the Company by email investors@ypbsystems.com or by phone at (08) 6555 2950 to obtain further details of how to participate and vote at the Meeting by no later than 5 pm (Sydney time) on Monday, 30 November 2020.

Shareholders can also submit and are encouraged to submit any questions in advance of the Meeting by emailing the questions to investors@ypbsystems.com by no later than 9 am (Sydney time) on Friday, 4 December 2020.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at https://ypb.io/.

The business of the Meeting affects your shareholding and your vote is important. This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Note: An online poll will be called on all Resolutions being considered at this Meeting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary, Sebastian Andre, by telephone on 6555 2950.

Legal/72605326_13

YPB Group Ltd

ACN 108 649 421

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of YPB Group Ltd ( Company ) will be held at via an online meeting platform, on Friday, 11 December 2020 at 2 pm (Sydney time) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

All resolutions will be conducted by poll rather than on a show of hands.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 9 December 2020 at 5 pm (Sydney time).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of Prior Issue of July Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 75,000,000 Shares to sophisticated and professional investors which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum ( July Placement Shares ).”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons that participated in the July Placement (and/or their nominee(s)) or an associate of those persons in respect of which approval is sought.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

• 1 -

Legal/72605326_13

2. Resolution 2 – Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 45,000,000 Shares to EverBlu Capital Pty Ltd ( July Adviser Shares ) which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Capital Pty Ltd or any associate of EverBlu Capital Pty Ltd.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

3. Resolution 3 – Ratification of Prior Issue of August Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 260,000,000 Shares to sophisticated and professional investors ( August Placement Shares ) which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons that participated in the August Placement (and/or their nominee(s)) or an associate of those persons in respect of which approval is sought.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 2 -

Legal/72605326_13

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

4. Resolution 4 – Approval to Issue August Placement Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of 130,000,000 Options to sophisticated and professional investors ( August Placement Options ) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of anyone who participated in the August Placement (and/or their nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

5. Resolution 5 – Approval to Issue August Adviser Securities

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of:

• (a) 18,000,000 Shares; and

• (b) 50,000,000 Options,

(collectively, the August Adviser Securities ), to EverBlu Capital Pty Ltd on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Capital Pty Ltd and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

• 3 -

Legal/72605326_13

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

6. Resolution 6 – Ratification of Prior Issue of October Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 212,014,155 Shares to sophisticated and professional investors ( October Placement Shares ) which were issued in accordance with the Company’s placement capacity under Listing Rule 7.1A on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons that participated in the October Placement (and/or their nominee(s)) or an associate of those persons in respect of which approval is sought.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

7. Resolution 7 – Approval of October Placement Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of 1,272,084,826 Options to sophisticated and professional investors ( October Placement Options ) on the terms and conditions in the Explanatory Memorandum.”

• 4 -

Legal/72605326_13

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of anyone who participated in the October Placement (and/or their nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), and any associate of that person (or those persons).

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

8. Resolution 8 – Approval of Issue of Shares to EverBlu Capital Pty Ltd

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of 99,692,309 Shares to EverBlu Capital Pty Ltd ( October Adviser Shares ) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Capital Pty Ltd or any associate of EverBlu Capital Pty Ltd.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

• 5 -

Legal/72605326_13

9. Resolution 9 – Approval of Issue of Options to EverBlu Capital Pty Ltd

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of 276,923,077 Options to EverBlu Capital Pty Ltd ( October Adviser Options ) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of EverBlu Capital Pty Ltd or any associate of EverBlu Capital Pty Ltd.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

BY ORDER OF THE BOARD

Sebastian Andre Company Secretary

Dated: 6 November 2020

• 6 -

Legal/72605326_13

YPB Group Ltd

ACN 108 649 421

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting on Friday, 11 December 2020, at 2 pm (Sydney time).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the Notice.

The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Resolutions 1, 2 and 3 – Ratification of July Placement Shares, Section 3: August Placement Shares and July Adviser Shares Section 4: Resolution 4 – Approval to Issue August Placement Options Section 5: Resolution 5 – Approval to Issue August Adviser Securities Resolution 6 – Ratification of Prior Issue of October Placement Section 6: Shares Section 7: Resolution 7 – Approval of October Placement Options Section 8: Resolution 8 – Approval of Issue of Shares to EverBlu Capital Pty Ltd Resolution 9 – Approval of Issue of Options to EverBlu Capital Pty Section 9: Ltd Schedule 1: Definitions Terms of the August Placement Options, August Adviser Options, Schedule 2: October Placement Options and October Adviser Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be Taken by Shareholders

Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting in person.

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

Legal/72605326_13

• (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 2 pm (Sydney time) on Wednesday, 9 December 2020, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging the Proxy Form.

2.2 Attendance at the Meeting

The Company advises Shareholders that the Meeting will be held in compliance with the any government’s restrictions on public gatherings.

Due to the evolving COVID-19 situation, the Company strongly encourages all Shareholders to vote by proxy rather than attend the meeting in person. Proxy Forms for the meeting should be lodged before 2 pm (Sydney time) on Wednesday, 9 December 2020.

The Company has made arrangements for Shareholders who wish to remotely participate in the Meeting via electronic means. Those Shareholders should contact the Company by email to investors@ypbsystems.com or by phone at (08) 6555 2950 to obtain further details of how to participate and vote at the Meeting by no later 5 pm (Sydney time) on 30 November 2020.

Shareholders can also submit any questions in advance of the Meeting by emailing the questions to the Company Secretary, Sebastian Andre, at investors@ypbsystems.com by no later than 5 pm (Sydney time) on 4 December 2020.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at https://ypb.io/.

3. Resolutions 1, 2 and 3 – Ratification of July Placement Shares, August Placement Shares and July Adviser Shares

3.1 Background

On 13 July 2020, the Company announced that it had raised $150,000 through a placement to sophisticated and professional investors pursuant to the issue of 75,000,000 Shares at $0.002 per Share ( July Placement ).

EverBlu Capital Pty Ltd ( EverBlu ) acted as corporate advisor and lead manager to the July Placement and received a 6% fee on the gross amount raised. EverBlu was also issued 45,000,000 Shares in lieu of accrued corporate advisory fees.

On 24 August 2020, the Company announced that it had received commitments to raise a further $650,000 through another placement to sophisticated and professional investors through the issue of 260,000,000 Shares at $0.0025 per Share together with one free attaching unquoted Option for every two Shares issued under the Placement, exercisable at $0.005 per Option, expiring 12 months from the date of issue ( August Placement ). The issue of the Options under the August Placement was subject to Shareholder approval (see Resolution 4).

EverBlu acted as corporate advisor and lead manager to the August Placement and received a 6% fee on the gross amount raised as well as 18,000,000 Shares and 50,000,000 Options (under the same terms of the August Placement), subject to Shareholder approval (see Resolution 5).

3.2 General

Resolutions 1, 2 and 3 seek approval from Shareholders to ratify the prior issue of:

• (a) 75,000,000 Shares (Resolution 1);

• (b) 45,000,000 Shares (Resolution 2).

• (c) 260,000,000 Shares (Resolution 3); and

The July Placement Shares, August Placement Shares and July Adviser Shares were issued using the Company’s existing placement capacity under Listing Rule 7.1.

Resolutions 1, 2 and 3 are ordinary resolutions.

The Chairperson will exercise all available proxies in favour of Resolutions 1, 2 and 3.

Legal/72605326_13

3.3 Listing Rules 7.1 and 7.4

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Listing Rule 7.4 provides that if the Company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1. The Company confirms that the issue of the July Placement Shares, the August Placement Shares and the July Adviser Shares did not breach Listing Rule 7.1.

The effect of passing Resolutions 1, 2 and 3 will be to allow the Company to retain the flexibility to issue Equity Securities in the future of up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolutions 1, 2 and/or 3 are passed, the July Placement Shares, the July Adviser Shares and/or the August Placement Shares (as applicable) will be excluded in calculating the Company’s 15% placement capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued the July Placement Shares, the July Adviser Shares and/or the August Placement Shares (as applicable).

If Resolutions 1, 2 and/or 3 are not passed, the July Placement Shares, the July Adviser Shares and/or the August Placement Shares (as applicable) will be included in calculating the Company’s 15% placement capacity in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval under Listing Rule 7.1 for the periods noted immediately above.

Resolution 1 seeks to ratify the issue of 75,000,000 Shares issued under Listing Rule 7.1.

Resolution 2 seeks to ratify the issue of 45,000,000 Shares issued under Listing Rule 7.1.

Resolution 3 seeks to ratify the issue of 260,000,000 Shares issued under Listing Rule 7.1.

3.4 Specific Information Required by Listing Rule 7.5

July Placement Shares (Resolution 1)

The following information in relation to the July Placement Shares issued using the Company’s placement capacity under Listing Rule 7.1 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) The July Placement Shares were issued to sophisticated and professional investors introduced to the Company to subscribe for the July Placement Shares by the lead manager for the July Placement, EverBlu, from existing shareholders of the Company and clients of EverBlu. None of the investors were Directors or related parties of the Company.

• (b) 75,000,000 Shares were allotted and issued, all being fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue.

• (c) The July Placement Shares were issued on 13 July 2020.

• (d) The July Placement Shares were issued on the same terms and conditions as the Company's existing Shares.

• (e) The issue price per July Placement Share was $0.002 and the amount raised was $150,000. The proceeds from the sale of the July Placement Shares were used for general working capital purposes.

• (f) A voting exclusion statement is included in the Notice for this Resolution.

July Adviser Shares (Resolution 2)

The following information in relation to the July Adviser Shares issued using the Company’s placement capacity under Listing Rule 7.1 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) The July Adviser Shares were issued to EverBlu Capital Pty Ltd who is not a related party of the Company.

Legal/72605326_13

• (b) 45,000,000 Shares were allotted and issued, all being fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue.

• (c) The July Adviser Shares were issued on 13 July 2020.

• (d) The July Adviser Shares were issued on the same terms and conditions as the Company's existing Shares.

• (e) The July Adviser Shares were issue for nil consideration as they were issued in lieu of accrued corporate advisory fees. The deemed issue price for the July Adviser Shares is $0.002 per Share.

• (f) The Company entered into an arrangement with Everblu Capital Pty Ltd whereby it agreed to act as corporate advisor and lead manager for the Company’s July Placement announced on 13 July 2020. Pursuant to this arrangement, the Company agreed to issue 45,000,000 Shares to Everblu Capital Pty Ltd and pay Everblu Capital Pty Ltd a 6% fee on the gross amount raised in the July Placement.

• (g) A voting exclusion statement is included in the Notice for this Resolution.

August Placement Shares (Resolution 3)

The following information in relation to the August Placement Shares issued using the Company’s placement capacity under Listing Rule 7.1 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) The August Placement Shares were issued to sophisticated and professional investors introduced to the Company to subscribe for the August Placement Shares by the lead manager for the August Placement, EverBlu, from existing shareholders of the Company and clients of EverBlu. None of the investors were Directors or related parties of the Company.

• (b) 260,000,000 Shares were allotted and issued, all being fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue.

• (c) The August Placement Shares were issued on 27 August 2020.

• (d) The August Placement Shares were issued on the same terms and conditions as the Company's existing Shares.

• (e) The issue price per Share was $0.0025 and the amount raised was $650,000. The proceeds from the sale of the August Placement Shares are being used for the technical development of the Company’s Motif Micro and the Connect Platform technologies, business development, marketing costs and to pay for costs related to the August Placement and for general working purposes.

• (f) A voting exclusion statement is included in the Notice for this Resolution.

3.5 Board Recommendation

The Board recommends that Shareholders vote in favour of each of Resolutions 1, 2 and 3.

4. Resolution 4 – Approval to Issue August Placement Options

4.1 General

Resolution 4 seeks Shareholder approval for the issue of 130,000,000 Options each with an exercise price of $0.005 and expiring 12 months from the date of issue. These Options will be issued to the sophisticated and professional investors who participated in the August Placement, as described in Section 3.1,

Resolution 4 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 4.

4.2 Listing Rule 7.1

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Resolution 4 seeks Shareholder approval for the issue of the August Placement Options under and for the purposes of Listing Rule 7.1.

Legal/72605326_13

If Resolution 4 is passed, the issue of the August Placement Options can proceed without using any of the Company’s 15% placement capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the August Placement Options to the sophisticated and professional investors who participated in the August Placement.

4.3

Specific information required by Listing Rule 7.3

The following information in relation to the August Placement Options is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The August Placement Options will be issued to those sophisticated and professional investors who subscribed for the August Placement Shares as a free attaching unquoted Options for every two Shares issued under the August Placement. The investors were introduced to the Company to subscribe for the August Placement Shares by the lead manager for the August Placement, EverBlu, from existing shareholders of the Company and clients of EverBlu. None of the investors were Directors or related parties of the Company.

• (b) The August Placement Options to be issued is 130,000,000 Options.

• (c) A summary of the material terms of the August Placement Options is in Schedule 2 of this Notice.

• (d) The issue of the August Placement Options will take place no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e) The August Placement Options will be issued for no consideration as they are issued as free attaching Options to the August Placement Shares. No funds will be raised from the issue of the August Placement Options. The August Placement Options were free attaching Options for the August Placement Shares. The proceeds from the issue of the August Placement Shares will be used for the purposes described in Section 3.4(e) (Resolution 3).

• (f) A voting exclusion statement is included in the Notice for this Resolution.

4.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

5. Resolution 5 – Approval to Issue August Adviser Securities

5.1 General

Resolution 5 seeks approval from Shareholders for the Company to issue the following securities to EverBlu Capital Pty Ltd:

• (a) 18,000,000 Shares ( August Adviser Shares ); and

• (b) 50,000,000 Options ( August Adviser Options ),

(together, the August Adviser Securities ).

Resolution 5 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 5.

5.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.1.

Resolution 5 seeks Shareholder approval for the issue of the August Adviser Securities under and for the purposes of Listing Rule 7.1.

If Resolution 5 is passed, the Company will be able to issue the August Adviser Securities to EverBlu and the issue of the August Adviser Securities will be excluded in calculating the Company’s 15% placement capacity in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the relevant issue dates.

If Resolution 5 is not passed, the Company will not be able to issue the August Adviser Securities to EverBlu.

Legal/72605326_13

5.3 Information Required by Listing Rule 7.3

The following information in relation to the August Adviser Securities is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The August Adviser Securities will be issued to EverBlu Capital Pty Ltd, who is not a related party of the Company.

• (b) The August Adviser Securities to be issued comprise of 18,000,000 Shares and 50,000,000 Options with an exercise price of $0.005 to be issued.

• (c) The August Adviser Shares will be issued on the same terms and conditions as the Company's existing Shares.

• (d) A summary of the material terms of the August Adviser Options is in Schedule 2 of this Notice.

• (e) The August Adviser Securities will be issued no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (f) The August Adviser Securities will be issued for nil cash consideration, as they will be issued as consideration for providing their corporate advisory and lead manager services for the August Placement. No funds will be raised from the issue of the August Adviser Securities. The deemed issue price for the August Adviser Shares is $0.0025 per Share.

• (g) The Company entered into an arrangement with Everblu Capital Pty Ltd whereby it agreed to act as corporate advisor and lead manager for the Company’s August Placement announced on 24 August 2020. Pursuant to this arrangement, the Company agreed to issue 18,000,000 Shares and 50,000,000 Options to Everblu Capital Pty Ltd and pay Everblu Capital Pty Ltd a 6% fee on the gross amount raised in the August Placement.

• (h) A voting exclusion statement is included in the Notice for this Resolution.

5.4 Board Recommendation

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

6. Resolution 6 – Ratification of Prior Issue of October Placement Shares

6.1 Background

On 21 October 2020, the Company announced that it had received commitments to raise a further $3.6 million through a placement to institutional, professional and sophisticated investors through the issue of 1,272,084,826 Shares at $0.00283 per Share together with one free attaching unquoted Option for every one Share issued under the Placement, exercisable at $0.005 per Option, expiring 12 months from the date of issue ( October Placement ). The issue of the Options under the October Placement was subject to Shareholder approval (see Resolution 7).

EverBlu acted as corporate advisor and lead manager to the October Placement and received a 6% fee on the gross amount raised as well as 99,692,309 Shares and 276,923,077 Options (under the same terms of the October Placement), subject to Shareholder approval (see Resolution 8).

Refer to the Company's announcement released on ASX on 21 October 2020 for further details of the October Placement.

6.2 General

Resolution 6 seeks approval from Shareholders to ratify the prior issue of 212,014,155 Shares ( October Placement Shares ).

The October Placement Shares were issued using the Company’s existing placement capacity under Listing Rule 7.1A.

Resolutions 6 is an ordinary resolution.

The Chairperson will exercise all available proxies in favour of Resolution 6.

Legal/72605326_13

6.3 Listing Rules 7.1, 7.1A and 7.4

Subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Additionally, Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in additional to the Company’s 15% annual placement capacity under Listing Rule 7.1.

The Company obtained the requisite shareholder approval under Listing Rule 7.1A at its 2020 annual general meeting held on 22 July 2020.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

Additionally, Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1A (and provided that the previous issue did not breach Listing Rule 7.1A) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1A. The Company confirms that the issue of Shares under the October Placement did not breach Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and Listing Rule 7.1A.

If Resolution 6 is passed, the October Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 6 is not passed, the October Placement Shares will be included in calculating the Company's 10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

Resolution 6 seeks to ratify the issue of 212,014,155 Shares issued under Listing Rule 7.1A.

6.4 Specific Information Required by Listing Rule 7.5

The following information in relation to the October Placement Shares issued using the Company’s placement capacity under Listing Rule 7.1 is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) The October Placement Shares were issued to institutional, professional and sophisticated investors investors introduced to the Company to subscribe for the October Placement Shares by the lead manager for the October Placement, EverBlu, from existing shareholders of the Company and clients of EverBlu. None of the investors were Directors or related parties of the Company.

• (b) 212,014,155 Shares were allotted and issued, all being fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue.

• (c) The October Placement Shares were issued on 21 October 2020.

• (d) The October Placement Shares were issued on the same terms and conditions as the Company's existing Shares.

• (e) The issue price per Share was $0.00283 and the amount raised was $600,000. The proceeds from the sale of the October Placement Shares are being used for the technical development of the Company’s Motif Micro and the Connect Platform technologies, business development, marketing costs and to pay for costs related to the October Placement and for general working purposes.

• (f) A voting exclusion statement is included in the Notice for this Resolution.

6.5 Specific Information Required by Listing Rule 7.5

The Board recommends Shareholders vote in favour of Resolution 6.

Legal/72605326_13

7. Resolution 7 – Approval to Issue October Placement Options

7.1 General

Resolution 7 seeks Shareholder approval for the issue of 1,272,084,826 Options each with an exercise price of $0.005 and expiring 12 months from the date of issue. These Options will be issued to the sophisticated and professional investors who participated in the August Placement, as described in Section 6.1.

Resolution 7 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 7.

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

Resolution 7 seeks Shareholder approval for the issue of the October Placement Options under and for the purposes of Listing Rule 7.1.

If Resolution 7 is passed, the issue of the October Placement Options can proceed without using any of the Company’s 15% placement capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the October Placement Options to the sophisticated and professional investors who participated in the October Placement.

7.3 Specific information required by Listing Rule 7.3

The following information in relation to the October Placement Options is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The October Placement Options will be issued to those sophisticated and professional investors who subscribed for the October Placement Shares as free attaching unquoted Options for every one Share issued under the October Placement.

• (b) The October Placement Options to be issued is 1,272,084,826 Options.

• (c) A summary of the material terms of the October Placement Options is in Schedule 2 of this Notice.

• (d) The issue of the October Placement Options will take place no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e) The October Placement Options will be issued for no consideration as they are issued as free attaching Options to the October Placement Shares. No funds will be raised from the issue of the October Placement Options.

• (f) The October Placement Options were free attaching Options for the October Placement Shares. The proceeds from the issue of the October Placement Shares will be used for the purposes described in Section 6.4(e).

• (g) A voting exclusion statement is included in the Notice for this Resolution.

7.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 7.

8. Resolution 8 – Approval of Issue of Shares to EverBlu Capital Pty Ltd

8.1 General

Resolution 8 seeks Shareholder approval for the issue of 99,692,309 Shares each with an issue price of $0.00283 per Share to EverBlu ( October Adviser Shares ), as described in Section 6.1.

Resolution 8 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 8.

Legal/72605326_13

8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

Resolution 8 seeks Shareholder approval for the issue of the October Adviser Shares under and for the purposes of Listing Rule 7.1.

If Resolution 8 is passed, the issue of the October Adviser Shares can proceed without using any of the Company’s 15% placement capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the October Adviser Shares to Everblu.

8.3

Specific information required by Listing Rule 7.3

The following information in relation to the October Adviser Shares is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The October Adviser Shares will be issued to EverBlu Capital Pty Ltd, who is not a related party of the Company.

• (b) The October Adviser Shares to be issued is 99,692,309.

• (c) The issue of the October Adviser Shares will take place no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (d) The October Adviser Shares will be issued on the same terms and conditions as the Company's existing Shares.

• (e) The October Adviser Shares will be issued for nil cash consideration, as they will be issued to EverBlu as consideration for providing their corporate advisory and lead manager services for the October Placement. No funds will be raised from the issue of the October Adviser Shares. The deemed issue price for the October Adviser Shares is $0.00283 per Share.

• (f) The Company entered into an arrangement with Everblu Capital Pty Ltd whereby it agreed to act as corporate advisor and lead manager for the Company’s October Placement announced on 21 October 2020. Pursuant to this arrangement, the Company agreed to issue 99,692,309 Shares to Everblu Capital Pty Ltd and pay Everblu Capital Pty Ltd a 6% fee on the gross amount raised in the October Placement.

• (g) A voting exclusion statement is included in the Notice for this Resolution.

8.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 8.

9. Resolution 9 – Approval to Issue Options to EverBlu Capital Pty Ltd

9.1 General

Resolution 9 seeks Shareholder approval for the issue of 276,923,077 Options each with an exercise price of $0.005 and expiring 12 months from the date of issue to EverBlu ( October Adviser Options ), as described in Section 6.1.

Resolution 9 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 9.

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 4.2.

Resolution 9 seeks Shareholder approval for the issue of the October Adviser Options under and for the purposes of Listing Rule 7.1.

If Resolution 9 is passed, the issue of the October Adviser Options can proceed without using any of the Company’s 15% placement capacity on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Legal/72605326_13

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the October Adviser Options to EverBlu.

9.3

Specific information required by Listing Rule 7.3

The following information in relation to the October Adviser Options is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The October Adviser Options will be issued to EverBlu Capital Pty Ltd, who is not a related party of the Company.

• (b) The October Adviser Options to be issued is 276,923,077 Options.

• (c) A summary of the material terms of the October Adviser Options is in Schedule 2 of this Notice.

• (d) The issue of the October Adviser Options will take place no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e) The October Adviser Options will be issued for nil cash consideration, as they will be issued to EverBlu as consideration for providing their corporate advisory and lead manager services for the October Placement. No funds will be raised from the issue of the October Adviser Options. There is no deemed issue price for the October Adviser Options as they were free attaching Options for the October Adviser Shares.

• (f) The Company entered into an arrangement with Everblu Capital Pty Ltd whereby it agreed to act as corporate advisor and lead manager for the Company’s October Placement announced on 21 October 2020. Pursuant to this arrangement, the Company agreed to issue 276,923,077 Options to Everblu Capital Pty Ltd and pay Everblu Capital Pty Ltd a 6% fee on the gross amount raised in the October Placement.

• (g) A voting exclusion statement is included in the Notice for this Resolution.

9.4 Board Recommendation

The Board recommends that Shareholders vote in favour of Resolution 9.

Legal/72605326_13

Schedule 1 – Definitions

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

August Adviser Options has the meaning given in Section 5.1 and have the terms and conditions in Schedule 2.

August Adviser Securities has the meaning given in Resolution 5.

August Adviser Shares has the meaning given in Section 5.1.

August Placement has the meaning given in Section 3.1.

August Placement Options has the meaning given in Resolution 4 and have the terms and conditions in Schedule 2.

August Placement Shares has the meaning given in Resolution 3.

Board means the board of Directors of the Company.

Chairperson means the person appointed to chairperson the Meeting convened by the Notice.

Company means YPB Group Ltd ACN 108 649 421.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the meaning given in the Listing Rules.

EverBlu has the meaning given in Section 3.1.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.

July Adviser Shares has the meaning given in Resolution 2.

July Placement has the meaning given in Section 3.1.

July Placement Shares has the meaning given in Resolution 1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given to that term in the introductory paragraph of the Notice.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

October Adviser Options has the meaning given in Resolution 9 and have the terms and conditions in Schedule 2.

October Adviser Shares has the meaning given in Resolution 8.

October Placement has the meaning given in Section 6.1.

October Placement Options has the meaning given in Resolution 7 and have the terms and conditions in Schedule 2.

October Placement Shares has the meaning given in Resolution 6.

Option means any option to acquire a Share, subject to the terms and conditions in Schedule 2.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution proposed pursuant to the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Share Registry means Boardroom Pty Ltd.

Shareholder means a registered holder of a Share.

Top-Up Placement means the issue of Shares to raise $3,000,000.

Legal/72605326_13

Top-Up Placement Issue Price means the issue price that is at least 80% of the VWAP of the Company’s Shares calculated over the last five (5) days on which sales in the Shares were recorded before the issue of the relevant Shares.

Top-Up Placement Options has the meaning given Section 6.1.

Top-Up Placement Shares has the meaning given in Section 6.1.

Top-Up Placement Securities has the meaning given in Section 6.1.

VWAP means volume weighted average price.

Legal/72605326_13

Schedule 2 – Terms & Conditions of the Options

The terms and conditions of the proposed listed options are as follows:

1 Entitlement

Each Option entitles the holder of the Option ( Holder ) to subscribe for one (1) Share upon exercise.

2 Exercise Price, Expiry Date and Vesting Conditions

Option	Exercise Price per Option	Expiry Date
August Placement Options, August Adviser Options, October Placement Options and October Adviser Options	A$0.005	12 months from the date of issue

3 Exercise Price

Each Option is exercisable at any time prior to the Expiry Date. After this time, any unexercised Options will automatically lapse.

4 Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the applicable Exercise Price for each Option being exercised. Any Option Exercise Form for an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5 Minimum Exercise Price

Options must be exercised in multiples of one thousand (1,000) unless fewer than one thousand (1,000) Options are held by a Holder.

6 Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company and are free of all encumbrances, liens and third party interests.

7 Quotation of Shares

If admitted to the official list of ASX at the time, the Company will apply to ASX for official quotation of the Shares issued upon the exercise of the Options.

8 Timing of Issue of Shares and Quotation of Shares on Exercise

Within 10 Business Days after receipt of an Option Exercise Form given in accordance with these terms and conditions and payment of the applicable Exercise Price for each Option being exercised, the Company will:

• (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Option Exercise Form and for which cleared funds have been received by the Company; and

• (b) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

9

Participation in new issues

A Holder who holds Options is not entitled to:

Legal/72605326_13

• (a) notice of, or to vote or attend at, a meeting of the shareholders;

• (b) receive any dividends declared by the Company; or

• (c) participate in any new issues of securities offered to shareholders during the term of the Options,

unless and until the Options are exercised and the Holder holds Shares.

10 Adjustment for bonus issue of shares

If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of an Option had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

11 Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing shareholders (other than an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment) there will be no adjustment to the Exercise Price of an Option.

12 Adjustment for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Holder will be varied to comply with the Listing Rules that apply to the reconstruction at the time of the reconstruction.

13 Quotation of Options

The Company intends to apply for official quotation on the official list of ASX for the Options as a listed class of options.

14 Options transferable

The Options are transferrable subject to compliance with the Corporations Act.

15 Lodgement Requirements

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable' for the application for Shares on the exercise of the Options.

Legal/72605326_13