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ASX ANNOUNCEMENT

ASX:YPB | 17 November 2021

Notice of General Meeting of Shareholders

YPB Group Limited ( YPB or the Company ) provides the following documents regarding a general meeting of shareholders:

letter to shareholders
notice of general meeting
sample proxy form

For further information please contact:

Investor enquiries [email protected]

17 November 2021

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Dear Shareholder

GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS

YPB Group Limited (the Company ) ( ASX:YPB ) is convening a General Meeting of shareholders ( EGM ) on Thursday, 23 December 2021, at 1:00 pm (AEDT). The business of the EGM will be conducted via Zoom teleconference. If you would like to attend, then you must register using the following link: https://us02web.zoom.us/meeting/register/tZAsduqtqz8iHNRTxQK2tGcB3QNb_lQUSCqu

If the above arrangements with respect to the EGM change, shareholders will be updated via ASX Market Announcements Platform as well as the Company’s website at https://ypbsystems.com.

To assist the Company in ensuring that the Meeting is held in compliance with the COVID-19 restrictions at the time of the Meeting, it will be helpful for Shareholders who wish to attend the Meeting in person to register their attendance with the Company at [email protected] by no later than 5:00 pm (WST) on 16 December 2021. This will greatly assist the Company to manage any amendments required to the meeting format as a result of any changes to government restrictions which may apply at the time of the meeting. The Company will endeavour to adopt a format that will best ensure that all Shareholders who wish to attend are able to participate.

Notice of meeting

In accordance with Treasury Laws Amendment (2021 Measure No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting and accompanying explanatory memorandum ( Notice ), unless a shareholder has elected to receive documents in hard copy. Instead, a copy of the Notice is available for viewing and download at https://ypbsystems.com/en/invest.

Shareholders who have not elected to receive communications by email with the Company’s share registry will receive a copy of this letter and a personalised proxy form by post.

Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the EGM. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out in the proxy form. Alternatively, you may vote online at https://www.votingonline.com.au/ypbgm2021, or in person by attending the EGM.

Proxy form instructions (by proxy form or online voting) must be received by the Company’s share registry by no later than 1:00 pm (AEDT) on Tuesday, 21 December 2021. Instructions received after that time will not be valid for the AGM.

The Company encourages all shareholders to vote prior to the EGM by returning their proxy voting instructions before the deadline and advises that all voting in respect of resolutions considered at the EGM will be conducted on a poll.

Electronic communications

The Company encourages all shareholders to communicate with the Company by email at [email protected] and with Boardroom (the Company’s share registry) at [email protected]. These methods allow the Company to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at https://www.investorserve.com.au/.

Sebastian Andre Company Secretary

ypbsystems.com

[email protected]

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

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YPB Group Limited ACN 108 649 421

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held via Zoom teleconference on Thursday, 23 December 2021 at 1:00pm (Sydney time).

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.

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

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 1:00pm (Sydney time) on 21 December 2021.

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 [email protected] or by phone at (08) 6555 2950 to obtain further details of how to participate and vote at the Meeting by no later than 1:00pm (Sydney time) on Thursday, 16 December 2021.

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://ypbsystems.com

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 +61 (08) 6555 2950

YPB GROUP LIMITED ACN 108 649 421

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of YPB Group Limited ( Company ) will be held via an online meeting platform on 23 December 2021 at 1:00pm (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.

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 4:00pm on Tuesday, 21 December 2021 (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 Placement Shares under Listing Rule 7.1

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 718,773,077 Shares and issued pursuant to the Placement 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 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.

2. Resolution 2 – Ratification of Prior Issue of Placement Shares under Listing Rule 7.1A

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 190,317,837 Shares and issued pursuant to the Placement on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

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 Shares to EverBlu Capital Pty Ltd

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 30,000,000 Shares to EverBlu Capital Pty Ltd (and/or its nominee) 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/or its nominee) or an 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.
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4. Resolution 4 – Approval to Issue up to 1,363,636,366 Listed Options

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue up to 1,363,636,366 Listed Options on the terms and conditions in the Explanatory Memorandum ( Proposed Option Issue )."

Voting Exclusion

The Company will disregard any votes cast on this 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 Option Issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of 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 directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

5. Resolution 5 – Approval to Issue up to 18,181,818 Performance Rights to Director – Gerard Eakin

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue up to 18,181,818 Performance Rights to Gerard Eakin (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of Gerard Eakin (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an 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 directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
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In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

6. Resolution 6 – Approval to Issue up to 18,181,818 Performance Rights to Director – George Su

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue up to 18,181,818 Performance Rights to George Su (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of George Su (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an 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 directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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7. Resolution 7 – Approval to Issue up to 40,805,455 Shares to Hong Sian Tan

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue up to 40,805,455 Shares to Hong Sian Tan (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of Hong Sian Tan (and/or his nominee) and any other 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 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 directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

8. Resolution 8 – Approval to Issue up to 146,116,814 Shares to Director – John Houston

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, approval be given for the Company to issue up to 146,116,814 Shares to John Houston (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of John Houston (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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

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(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

(a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or
(b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

9. Resolution 9 – Approval to Issue up to $4,000,000 worth of Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue up to the number of Shares determined by A$4,000,000 divided by the Proposed Share Issue Price on the terms and conditions in the Explanatory Memorandum ( Proposed Share Issue )."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of a person expected to participate in, or who will obtain a material benefit as a result of, the Proposed Share Issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an 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 directions given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder 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 holder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.
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Note: The proposed allottees of any Shares issued under Resolution 9 is not as yet known or identified. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1, as at the date of this Notice it is not known who may participate in the Proposed Share Issue (if any). Accordingly, no Shareholders are currently excluded from voting on this Resolution 9.

BY ORDER OF THE BOARD

Sebastian Andre

Company Secretary

Dated: 15 November 2021

YPB GROUP LIMITED 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 to be conducted via Zoom teleconference held on 23 December 2021 commencing at 1:00pm (Sydney time).

This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

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
Section 3:	Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares
Section 4:	Resolution 3 – Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd
Section 5:	Resolution 4 – Approval to Issue up to 1,363,636,366 Listed Options
Section 6:	Resolution 5 and 6 – Approval to Issue of Performance Rights to Directors – Gerard Eakin, George Su
Section 7:	Resolution 7 – Approval to Issue of up to 40,805,455 Shares to Hong Sian Tan
Section 8:	Resolution 8 – Approval to Issue of up to 146,116,814 Shares to Director – John Houston
Section 9:	Resolution 9 – Approval to Issue up to $4,000,000 worth of Shares
Schedule 1:	Definitions
Schedule 2:	Terms and Conditions of Listed Options
Schedule 3:	Terms and Conditions of Performance Rights

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 enclosed with 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
(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.
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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 1:00pm (Sydney time) on Tuesday, 21 December 2021, being at least 48 hours before the Meeting.

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

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

A vote on Resolutions 5 to 8 (inclusive) must not be cast:

(a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolutions 5 to 8 (inclusive), and:

(c) the person is appointed as a proxy that specifies the way the proxy is to vote on Resolutions 5 to 8 (inclusive); or
(d) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolutions 5 to 8 (inclusive), but expressly authorises the Chairperson to exercise the proxy even if Resolutions 5 to 8 (inclusive) are connected with the remuneration of a member of the Key Management Personnel.

2.3 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 1:00pm (Sydney time) on 21 December 2021.

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://ypbsystems.com.

3. Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares

3.1 Background

On 20 October 2021, the Company announced that it had received commitments to raise $3,000,000 through a placement to institutional, professional and sophisticated investors through the issue of a total of 909,090,914 Shares at $0.0033 per Share ( Placement Shares ) ( Placement ).

The Placement Shares were issued on 27 October 2021. Refer to the Appendix 2A lodged on ASX on 27 October 2021 for further details.

EverBlu Capital Pty Ltd acted as corporate advisor and lead manager to the Placement and received a 6% fee on the gross amount raised as well as 30,000,000 Shares.

Refer to the Company's announcement released on ASX on 20 October 2021 for further details of the Placement.

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

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 718,773,077 Placement Shares (pursuant to the Company's capacity under Listing Rule 7.1), to institutional, sophisticated, and professional investors (who are not related parties or associates of related parties of the Company).

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 190,317,837 Placement Shares (pursuant to the Company's capacity under Listing Rule

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7.1A), to institutional, sophisticated, and professional investors (who are not related parties or associates of related parties of the Company).

Resolutions 1 and 2 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 1 and 2.

3.2 Listing Rules 7.1 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 ( 15% Placement Capacity ).

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 2021 annual general meeting held on 26 May 2021.

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.

The effect of passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% Placement Capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

The effect of passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 10% Placement Capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 1 is not passed, the Placement Shares will be included in the Company’s 15% Placement Capacity set out in Listing Rule 7.1 for the 12 month period following the issue of the Placement Shares.

If Resolution 2 is not passed, the Placement Shares will be included in the Company’s 10% Placement Capacity set out in Listing Rule 7.1A for the 12 month period following the issue of the Placement Shares.

3.3 Specific Information Required by Listing Rule 7.5

The following information in relation to the Placement Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) The Placement Shares were issued to institutional, professional and sophisticated investors introduced to the Company to subscribe for the Placement Shares by the lead manager for the Placement, EverBlu Capital Pty Ltd, from existing shareholders of the Company and clients of EverBlu Capital Pty Ltd. None of the investors were Directors or related parties of the Company or material investors under ASX Guidance Note 21.
(b) 909,090,914 Shares were issued on the following basis:
(i) 718,773,077 Shares were issued pursuant to Listing Rule 7.1, ratification which is sought pursuant to Resolution 1; and
(ii) 190,317,837 Shares were issued pursuant to Listing Rule 7.1A, ratification which is sought pursuant to Resolution 2;
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(c) The Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

(d) The Placement Shares were issued on 27 October 2021.
(e) The Placement Shares were issued on the same terms and conditions as the Company's existing Shares.
(f) The issue price was $0.0033 per Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Placement Shares.
(g) The proceeds from the sale of the Placement Shares are being used for the technical development of the Company’s Motif Micro, business development, marketing, debt reduction, working capital and costs of the Placement.
(h) Voting exclusion statements are included in the Notice for Resolutions 1 and 2.

3.4 Board Recommendation

The Board recommends Shareholders vote in favour of Resolutions 1 and 2.

4. Resolution 3 – Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd

4.1 General

Resolution 3 seeks Shareholder approval for the issue of 30,000,000 Shares each with an issue price of nil per Share ( Adviser Shares ) to EverBlu Capital Pty Ltd.

The Adviser Shares were issued under the Company's existing placement capacity under Listing Rule 7.1.

Resolution 3 is an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

4.2 Listing Rule 7.1 and 7.4

A summary of Listing Rule 7.1 and 7.4 is contained in Section 3.2.

The issue of the Adviser Shares does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, effectively uses up part of the Company's 15% limit under Listing Rule 7.1 reducing the Company's placement capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the issue of the Adviser Shares.

If Resolution 3 is passed, the Adviser Shares will be excluded in calculating the Company’s 15% limit 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 issue date.

If Resolution 3 is not passed, the Adviser Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date. Resolution 3 seeks to ratify the issue of 30,000,000 Adviser Shares issued under Listing Rule 7.1. 4.3 Specific Information Required by Listing Rule 7.5

The following information in relation to the Adviser Shares is provided to Shareholders for the purposes of Listing Rule 7.5.

(a) The Adviser Shares were issued to EverBlu Capital Pty Ltd. EverBlu Capital Pty Ltd is not a related party of the Company.
(b) 30,000,000 Shares were issued on 27 October 2021.
(c) The Adviser Shares all fully paid ordinary Shares which rank equally with all other fully paid ordinary Shares on issue.
(d) The Adviser Shares were issued for no consideration. No funds were raised from the issue of the Adviser Shares.
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(e) The issue price per Share was nil. The Adviser Shares were issued to EverBlu Capital Pty Ltd as payment for their corporate advisory and lead manager roles in relation to the Placement.
(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 Placement announced on 20 October 2021. Pursuant to this arrangement, the Company agreed to issue 30,000,000 Adviser Shares. The Company also agreed to pay EverBlu Capital Pty Ltd a 6% fee on the gross amount raised in the Placement.
(g) A voting exclusion statement is included in the Notice for Resolution 3.

4.4 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 3.

5. Resolution 4 – Approval to Issue up to 1,363,636,366 Listed Options

5.1 Background

Resolution 4 seeks Shareholder approval under Listing Rule 7.1 for the issue of up to 1,363,636,366 Listed Options ( Proposed Options ) to participants in the Placement, which are free attaching on the basis of 1.5 Listed Options for every 1 Share issued under the Placement ( Proposed Option Issue ).

Refer to Section 3.1 for further details of the Placement.

The effect of the Proposed Option Issue on the capital structure of the Company, assuming all of the Proposed Options are issued, is as follows:

Options on issue as at the date of this Notice	2,100,700,210(1)
Options to be issued pursuant to the Proposed Option Issue	1,363,636,366
Total Shares on completion of the Proposed Share Issue	3,464,336,576

Notes:

(1) Comprising 2,036,700,210 quoted options (ASX:YPBOB) and 64,000,000 unquoted options with various exercise prices between $0.35-$0.65 per option on or before 12 December 2026.

Resolution 4 is an ordinary resolution.

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

5.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 3.2.

The issue of the Proposed Options does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, effectively uses up part of the Company's 15% limit under Listing Rule 7.1 reducing the Company's placement capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the issue of the Proposed Options.

Resolution 4 seeks Shareholder approval for the issue of up to 1,363,636,366 Listed Options under and for the purposes of Listing Rule 7.1.

If Resolution 4 is passed, the issue of the Proposed 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 Proposed Options and would have to rely on the 15% placement capacity to have any Proposed Options or alternate funding options to raise additional funding for its business operations.

5.3 Specific Information Required by Listing Rule 7.3

The following information in relation to the Proposed Options is provided to Shareholders for the purposes of Listing Rule 7.3.

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(a) The Directors intend that the Proposed Options will be issued to institutional, professional and sophisticated investors who are not related parties of the Company who participated in the Placement.
(b) Up to a maximum of 1,363,636,366 Listed Options will be issued.
(c) All Listed Options will rank equally with all other Listed Options on issue.
(d) A summary of the material terms of the Proposed Options is in Schedule 2 of this Notice.
(e) The Proposed Options will be issued no later than three months following the date of the Meeting.
(f) The Proposed Options will be issued for no consideration as they are free attaching to the Placement Shares.
(g) Any funds raised upon exercise of the Proposed Options will be used for the technical development of the Company's MotifMicro technology, software development of the Company's Connect platform, business development, marketing costs, research & development, repayment of debt and to pay for costs related to the Placement and for working capital and corporate purposes.
(h) A voting exclusion is included in the Notice for Resolution 4.
5.4 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 4.

6. Resolutions 5 and 6 – Approval to Issue Performance Rights to Directors

6.1 General

The Company is proposing to issue:

(a) 18,181,818 Performance Rights to Mr Gerard Eakin (and/or his nominee) pursuant to Resolution 5; and
(b) 18,181,818 Performance Rights to Mr George Su (and/or his nominee) pursuant to Resolution 6,

in lieu of Directors' fees accrued to Mr Eakin and Mr Su. The Performance Rights will be issued on the terms and conditions detailed in Schedule 3.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of securities to a related party. Messrs Eakin and Su are each Directors and therefore related parties of the Company.

Resolutions 5 and 6 are ordinary resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 5 and 6.

6.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

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The issue of Performance Rights to Messrs Eakin and Su (and/or their nominees) falls within Listing Rule 10.11.1, as Messrs Eakin and Su are related parties to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 5 seeks the required shareholder approval to issue to 18,181,818 Performance Rights to Mr Eakin (and/or his nominee) under and for the purposes of Listing Rule 10.11.

Resolution 6 seeks the required shareholder approval to issue 18,181,818 Performance Rights to Mr Su (and/or his nominee) under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, the Company will be able to proceed with the issue of 18,181,818 Performance Rights to Mr Eakin (and/or his nominee) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Performance Rights without using the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of 18,181,818 Performance Rights to Mr Eakin (and/or his nominee), and the Company will have to consider alternative means of compensating Mr Eakin in lieu of Directors' fees accrued to Mr Eakin.

If Resolution 6 is passed, the Company will be able to proceed with the issue of 18,181,818 Performance Rights to Mr Su (and/or his nominee) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Performance Rights without using the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of 18,181,818 Performance Rights to Mr Su (and/or his nominee), and the Company will have to consider alternative means of compensating Mr Su in lieu of Directors' fees accrued to Mr Su.

6.3 Specific Information Required by Listing Rule 10.13

The following information in relation to the Performance Rights is provided to Shareholders for the purposes of Listing Rule 10.13:

(a) The Performance Rights will be issued to:
(i) Mr Gerard Eakin (and/or his nominee) pursuant to Resolution 5; and
(ii) Mr George Su (and/or his nominee) pursuant to Resolution 6.
(b) Messrs Eakin and Su both fall within Listing Rule 10.11.1 as they are Directors and therefore related parties of the Company.
(c) The maximum number of Performance Rights to be issued to :
(i) Mr Gerard Eakin (and/or his nominee) is 18,181,818 Performance Rights pursuant to Resolution 5; and
(ii) Mr George Su (and/or his nominee) is 18,181,818 Performance Rights pursuant to Resolution 6.
(d) A summary of the material terms of the Performance Rights is in Schedule 3.
(e) The Performance Rights will be issued no later than one month after the date of the Meeting.
(f) No funds will be raised by the issue of the Performance Rights as they are being issued for nil consideration.
(g) The Performance Rights are being granted to Messrs Eakin and Su in lieu of accrued Directors' fees.
(h) Messrs Eakin and Su are each entitled to an annual remuneration package of $40,000 per year but neither director currently receives any remuneration from the Company and Directors’ fees have been accrued. Subject to the passing of Resolutions 5 and 6, Messrs Eakin and Su will be issued Performance Rights in lieu of accrued Directors' fees.
(i) The Performance Rights are not being issued under an agreement.
(j) Voting exclusion statements are included in the Notice for Resolutions 5 and 6.

6.4 Board Recommendation

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The Board (other than Messrs Eakin and Su) recommends Shareholders vote in favour of Resolutions 5 and 6.

7. Resolution 7 – Approval to Issue up to 40,805,455 Shares to Hong Sian Tan

7.1 General

Resolution 7 seeks Shareholder approval for the issue of up to 40,805,455 Shares at a deemed issue price of A$0.0022 ( Tan Shares ) to the Company's Chief Financial Officer, Mr Hong Sian Tan (and/or his nominee).

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 3.2

The issue of the Tan Shares does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, effectively uses up part of the Company's 15% limit under Listing Rule 7.1 reducing the Company's placement capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the issue of the Proposed Options.

Resolution 7 seeks Shareholder approval for the issue of up to 40,805,455 Shares to Mr Tan (and/or his nominee) under and for the purposes of Listing Rule 7.1.

If Resolution 7 is passed, the issue of the Tan 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 7 is not passed, the Company will not be able to proceed with the issue of the Tan Shares as it would have to rely on the Company's 15% placement capacity (to the extent that the Company has such capacity) to issue the Tan Shares or consider alternative means of compensating Mr Tan in lieu of fees accrued to Mr Tan.

7.3 Specific Information Required by Listing Rule 7.3

The following information in relation to the Proposed Options is provided to Shareholders for the purposes of Listing Rule 7.3.

(a) The Tan Shares will be issued to the Company's Chief Financial Officer, Mr Hong Sian Tan (and/or his nominee).
(b) Up to 40,805,455 Shares will be issued to Mr Tan (and/or his nominee).
(c) The Tan Shares will all be fully paid ordinary Shares which rank equally with all other fully paid ordinary Shares on issue.
(d) The Tan Shares will be issued no later than three months following the date of the Meeting.
(e) The Tan Shares will be issued for nil consideration as they are being issued to Mr Tan in lieu of a salary reduction for 9 months.
(f) The Tan Shares are being granted to Mr Tan in lieu of a salary reduction for 9 months and accordingly no funds will be raised form the issue of the Tan Shares.
(g) The Tan Shares are not being issued under an agreement.
(h) A voting exclusion is included in the Notice for Resolution 7.

7.4 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 7.

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8. Resolution 8 – Approval to Issue up to 146,116,814 Shares to Director – John Houston

8.1 General

The Company is proposing to issue up to 146,116,814 Shares at a deemed issue price of A$0.0022 ( Houston Shares ) to the Company's Executive Chairman Mr John Houston (and/or his nominee) pursuant to Resolution 8 in lieu of a salary reduction for 13 months.

In accordance with Listing Rule 10.11, Shareholder approval is required for the issue of securities to a related party. Mr Houston is a Director and therefore a related party of the Company.

Resolution 8 is an ordinary resolution.

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

8.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is contained in Section 6.2.

The issue of the Houston Shares to Mr Houston (and/or his nominee) falls within Listing Rule 10.11.1, as Mr Houston is a related party to the Company, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 8 seeks the required shareholder approval to issue the Houston Shares to Mr Houston (and/or his nominee) under and for the purposes of Listing Rule 10.11.

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Houston Shares to Mr Houston (and/or his nominee) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Houston Shares without using the Company's 15% placement capacity under Listing Rule 7.1.

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Houston Shares to Mr Houston (and/or his nominee), and the Company will have to consider alternative means of compensating Mr Houston in lieu of Directors' fees accrued to Mr Houston.

8.3 Specific Information Required by Listing Rule 10.13

The following information in relation to the Performance Rights is provided to Shareholders for the purposes of Listing Rule 10.13:

(i) The Houston Shares will be issued to Mr John Houston, the Company's Executive Chairman (and/or his nominee).
(j) Mr Houston falls within Listing Rule 10.11.1 as he is a Director and therefore a related party of the Company.

(k) The maximum number of Shares to be issued to Mr John Houston (and/or his nominee) is 146,116,814 Shares.

(l) The Houston Shares will all be fully paid ordinary Shares which rank equally with all other fully paid ordinary Shares on issue.
(m) The Houston Shares will be issued no later than one month after the date of the Meeting.
(n) No funds will be raised by the issue of the Houston Shares as they are being issued for nil consideration.
(o) The Houston Shares are being granted to Mr Houston in lieu of a salary reduction for 13 months.
(p) The current remuneration package received by Mr Houston is $180,000 per year.
(q) The Houston Shares are not being issued under an agreement.
(r) A voting exclusion statement is included in the Notice for Resolution 8.
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9. Resolution 9 – Approval to Issue up to $4,000,000 worth of Shares

9.1 Background

Resolution 9 seeks Shareholder approval under Listing Rule 7.1 for the issue of that number of Shares determined by $4,000,000 divided by the Proposed Share Issue Price ( Proposed Shares ) ( Proposed Share Issue ).

The Proposed Share Issue Price will not be less than 80% of the 5 trading day VWAP of Shares recorded prior to the announcement of the Proposed Shares Issue.

Resolution 9 is 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 3.2.

The issue of the Proposed Shares does not fall within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by Shareholders, effectively uses up part of the Company's 15% limit under Listing Rule 7.1 reducing the Company's placement capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 months following the issue of the Proposed Shares.

Resolution 9 seeks Shareholder approval for the issue of up to that number of Shares determined by $4,000,000 divided by the Proposed Share Issue Price under and for the purposes of Listing Rule 7.1.

If Resolution 9 is passed, the issue of the Proposed 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 9 is not passed, the Company will not be able to proceed with the issue of the Proposed Shares and would have to rely on the 15% placement capacity to have any Proposed Shares or alternate funding options to raise additional funding for its business operations described in Section 9.3(f).

9.3 Specific Information Required by Listing Rule 7.3

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

(a) The Directors intend that the Proposed Shares will be issued to institutional, professional and sophisticated investors who are not related parties of the Company. The Company has not determined who will be issued any Proposed Shares and this will be determined by the Company and its lead manager (if any) assisting with the Proposed Share Issue.
(b) The maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the Proposed Share Issue Price, equals $4,000,000.

The table below provides examples of the maximum number of Shares that may be issued if Shareholders approve the Resolution. The table uses various issue prices to calculate the maximum number of Shares that may be issued assuming $4,000,000 is raised by the Company:

Issue Price ($ per Share)	Number of Proposed Shares
0.008	500,000,000
0.007	571,428,571
0.006	666,666,666
0.005	800,000,000
0.004	1,000,000,000

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Issue Price ($ per Share)	Number of Proposed Shares
0.003	1,333,333,333
0.002	2,000,000,000
0.001	4,000,000,000

(c) All Proposed Shares will be fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue.
(d) The Proposed Shares will be issued no later than three months following the date of the Meeting. It is intended that the issue of Shares will occur progressively.
(e) The issue price per Proposed Share will be calculated using the 5 trading day VWAP for Shares. For the purposes of the below examples it has been assumed that the issue price of the Proposed Shares will not be less than 80% of the 5 day VWAP.

Example 1: Using the current share price of $0.003 at the time of preparing this Notice as being equivalent to the 5 day VWAP for illustration purposes, the issue price will not be less than 80% of $0.003, which is $0.0024. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution would be approximately 1,666,666,667.

Example 2: If the 5 day VWAP is decreased by 50% which is equal to $0.0015, the issue price will not be less than 80% of $0.0015, which is $0.0012. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution would be approximately 3,333,333,333.

Example 3: If the 5 day VWAP is increased by 50% which is equal to $0.0045, the issue price will not be less than 80% of $0.0045, which is $0.0036. Accordingly, the total number of Shares that may be issued pursuant to Shareholder approval for this Resolution would be approximately 1,111,111,111.

Potential Dilution Effect:

Number of Shares	Total no. of Shares on issued post issue of Shares	Dilution Factor*
1,666,666,667	6,688,487,185	24.92%
3,333,333,333	8,355,153,851	39.90%
1,111,111,111	6,132,931,629	18.12%

*The dilution factor does not take into account the impact of any exercise of convertible Securities.

(f) The proceeds from the Proposed Share Issue will be used for the technical development of the Company’s MotifMicro, software development of the Company's Connect platform, business development, marketing costs, research & development, and to pay for costs related to the Proposed Share Issue and for working capital and corporate purposes.
(g) A voting exclusion statement is included in the Notice for Resolution 9.

9.4 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 9.

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Schedule 1

Definitions

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

$ means Australian Dollars.

10% Placement Capacity has the meaning set out in section 3.2.

15% Placement Capacity has the meaning set out in section 3.2.

Adviser Shares has the meaning given to that term in Section 4.1.

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

Board means the board of Directors of the Company.

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

Closely Related Party means in relation to a member of a Key Management Personnel:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

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

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Current Share Price has the meaning given to that term in Section 9.3.

Director means a director of the Company.

Eligible Entity as defined in the Listing Rules.

Equity Securities as defined in the Listing Rules.

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

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listed Option means an Option quoted on the ASX and on the terms and conditions in Schedule 2 and trading under the code YPBOB.

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.

Options means an option to acquire a Share.

Performance Right means a performance right which upon satisfaction of criteria and/or vesting conditions confers an entitlement to be provided with one Share on the terms and conditions detailed in Schedule 3.

Placement has the meaning given to that term in Section 3.1.

Placement Shares has the meaning given to that term in Section 3.1.

Proposed Option Issue has the meaning given to that term in Resolution 4.

Proposed Options has the meaning given to that term in Section 5.1.

Proposed Shares has the meaning given to that term in Section 9.1.

Proposed Share Issue has the meaning given to that term in Resolution 9.

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Proposed Share Issue Price means the issue price that is at least 80% of the VWAP of Shares calculated over the last five (5) days on which sales in the Shares were recorded before the issue of the relevant Shares.

Proxy Form means the proxy form enclosed with the Notice.

Related Party as defined in the Listing Rules.

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.

Securities has the meaning given in the Listing Rules.

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

Shareholder means a registered holder of a Share.

Sydney time means the time in Sydney, New South Wales.

VWAP means volume weighted average price.

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Schedule 2

Terms & Conditions of Listed 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 and Expiry Date

Option	Exercise Price per Option	Expiry Date
Listed Options (ASX Code: YPBOB) – Proposed Options	A$0.005	23 February 2022

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 5 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:

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(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 Options are 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.

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Schedule 3

Terms & Conditions of Performance Rights

The terms and conditions of the Performance Rights are as follows:

1.1 Offer of Performance Rights

Each Performance Right confers an entitlement to be provided with one Share, credited as fully paid, at no cost, upon the full satisfaction of the Performance Criteria specified by the Board in relation to that Performance Right.

1.2 Performance Criteria and Variation to Performance Criteria

(a) The Number of Performance Rights, Expiry Date and Performance Criteria of each Performance Right is referred to in the table below.

Recipient	Number of Performance Rights	Expiry Date	Performance Criteria
Gerard Eakin	18,181,818	30 June 2022	▪Continuously hold a Non-Executive Director role on the Company's Board from 1 January 2021 to 31 December 2021. ▪If the holder ceases to be a Director at any time during the vesting period, the Performance Rights will be pro-rated for the time served until the cessation date and become exercisable.
George Su	18,181,818	30 June 2022	▪Continuously hold a Non-Executive Director role on the Company's Board from 1 January 2021 to 31 December 2021. ▪If the holder ceases to be a Director at any time during the vesting period, the Performance Rights will be pro-rated for the time served until the cessation date and become exercisable.

(b) Performance Rights will only vest and entitle the holder to be issued Shares if the applicable Performance Criteria (if any) have been satisfied prior to the Expiry Date, waived by the Board, or are deemed to have been satisfied under these terms and conditions.

1.3 Satisfaction of Performance Criteria

The Board will determine in its sole discretion whether (and, where applicable, to what extent) the holder has satisfied the Performance Criteria (if any) applicable to the Performance Rights. As soon as practicable after making that determination the Board must allot and issue, or transfer, the number of Shares for which the holder is entitled to acquire upon satisfaction of the Performance Criteria for the relevant number of Performance Rights held in accordance with clause 1.5.

1.4 Lapse of Performance Rights

Where Performance Rights have not satisfied the Performance Criteria by the Expiry Date those Performance Rights will automatically lapse.

1.5 Timing of the Issue of Shares and Quotation

The Company must within twenty (20) business days after the later of the following:

(a) the satisfaction of the Performance Criteria (if any) applicable to the Performance Rights; and
(b) when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such
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information, the relevant date will be the date the relevant Performance Criteria and/or Vesting Conditions are satisfied pursuant to clause 1.3,

the Company will:

(c) allot and issue the Shares pursuant to the vesting of the Performance Rights;
(d) as soon as reasonably practicable and if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(e) apply for official quotation on ASX of Shares issued pursuant to the vesting of the Performance Rights.
1.6 Notwithstanding clause 1.5 above, the Company’s obligation to issue such Shares shall be postponed if such holder at any time after the relevant Performance Criteria are satisfied pursuant to clause 1.3 elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:
(a) the Shares to be issued or transferred will be held by such holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding);
(b) the Company will apply a holding lock on the Shares to be issued or transferred and such holder is taken to have agreed to that application of that holding lock;
(c) the Company shall release the holding lock on the Shares on the earlier to occur of:
- (i) the date that is twelve (12) months from the date of issue of the Share; or
- (ii) the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or
- (iii) the date a transfer of the Shares occurs pursuant to clause 1.6(d) of these terms and conditions; and
(d) Shares shall be transferable by such holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.6(c)(i).
1.7

Shares Issued

Shares issued on the satisfaction of the Performance Criteria attaching to the Performance Rights rank equally with all existing Shares.

1.8 Quotation of the Shares Issued on Exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the vesting of the Performance Rights.

Reorganisation

If there is any reorganisation of the issued share capital of the Company, the terms of Performance Rights and the rights of the holder who holds such Performance Rights will be varied, including an adjustment to the number of Performance Rights, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

1.10 Holder Rights

A holder who holds Performance Rights is not entitled to:

(a) notice of, or to vote or attend at, a meeting of the Shareholders; or
25 -
(b) receive any dividends declared by the Company,
(c) participate in any new issues of securities offered to Shareholders during the term of the Performance Rights, or
(d) cash for the Performance Rights or any right to participate in surplus assets of profits of the Company on winding up,

unless and until the Performance Rights are satisfied and the holder holds Shares.

1.11 Pro Rata Issue of Securities

(a) If during the term of any Performance Right, the Company makes a pro rata issue of securities to the Shareholders by way of a rights issue, a holder shall not be entitled to participate in the rights issue in respect of any Performance Rights, only in respect of Shares issued in respect of vested Performance Rights.
(b) A holder will not be entitled to any adjustment to the number of Shares they are entitled to or adjustment to any Performance Criteria which is based, in whole or in part, upon the Company’s share price, as a result of the Company undertaking a rights issue.

1.12 Adjustment for Bonus Issue

If, during the term of any Performance Right, securities are issued pro rata to Shareholders generally by way of bonus issue, the number of Shares to which the holder is then entitled, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were vested immediately prior to the record date for the bonus issue.

1.13 Change of Control

For the purposes of these terms and conditions, a Change of Control Event occurs if:

(a) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;
(b) a Takeover Bid:
- (i) is announced;
- (ii) has become unconditional; and
- (iii) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;
(c) any person acquires a Relevant Interest in fifty and one-tenths percent (50.1%) or more of the issued Shares by any other means; or
(d) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.
1.14 Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur, all granted Performance Rights which have not yet vested or lapsed shall automatically and immediately vest, regardless of whether any Performance Criteria have been satisfied.

1.15 Quotation

The Company will not seek official quotation of any Performance Rights.

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1.16 Performance Rights Not Property

A holder's Performance Rights are personal contractual rights granted to the holder only and do not constitute any form of property.

1.17 No Transfer of Performance Rights

Unless otherwise determined by the Board, Performance Rights cannot be transferred to or vest in any person other than the holder.

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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 1:00pm (Sydney Time) on Tuesday, 21 December 2021.

	TO	VOTE ONLINE
STEP	1:	VISIThttps://www.votingonline.com.au/ypbgm2021
STEP	2:	Enter your Postcode OR Country of Residence (if outside Australia)
STEP	3:	Enter your Voting Access Code (VAC):

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 1:00pm (Sydney Time) on Tuesday, 21 December 2021. 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/ypbgm2021
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

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 Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered 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 THURSDAY, 23 DECEMBER, 2021 at 1:00pm (Sydney Time) 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 calculatingthe required majorityif apoll is called.

For Against Abstain*

Resolution 1 Ratification of Prior Issue of 718,773,077 Placement Shares under Listing Rule 7.1 Resolution 2 Ratification of Prior Issue of 190,317,837 Placement Shares under Listing Rule 7.1A Resolution 3 Ratification of Prior Issue of 30,000,000 Shares to EverBlu Capital pty Ltd Resolution 4 Approval to Issue up to 1,363,636,366 Listed Options Resolution 5 Approval to Issue up to 18,181,818 Performance Rights to Director – Gerard Eakin Resolution 6 Approval to Issue up to 18,181,818 Performance Rights to Director – George Su Resolution 7 Approval to Issue up to 40,805,455 Shares to Hong Sian Tan Resolution 8 Approval to Issue up to 146,116,814 Shares to Director – John Houston Resolution 9 Approval to Issue up to $4,000,000 worth of Shares

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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 / / 2021

AI assistant

CODEIFAI LIMITED — Proxy Solicitation & Information Statement 2021

64630_rns_2021-11-16_1788b5d4-0212-45cb-a042-36c1c232a4bf.pdf

ASX ANNOUNCEMENT

ASX:YPB | 17 November 2021

Notice of General Meeting of Shareholders

17 November 2021

GENERAL MEETING OF SHAREHOLDERS AND ELECTRONIC COMMUNICATIONS

Notice of meeting

Voting

Electronic communications

YPB Group Limited ACN 108 649 421

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held via Zoom teleconference on Thursday, 23 December 2021 at 1:00pm (Sydney time).

YPB GROUP LIMITED ACN 108 649 421

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Ratification of Prior Issue of Placement Shares under Listing Rule 7.1

Voting Exclusion

2. Resolution 2 – Ratification of Prior Issue of Placement Shares under Listing Rule 7.1A

Voting Exclusion

3. Resolution 3 – Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd

Voting Exclusion

4. Resolution 4 – Approval to Issue up to 1,363,636,366 Listed Options

Voting Exclusion

5. Resolution 5 – Approval to Issue up to 18,181,818 Performance Rights to Director – Gerard Eakin

Voting Exclusion

6. Resolution 6 – Approval to Issue up to 18,181,818 Performance Rights to Director – George Su

Voting Exclusion

7. Resolution 7 – Approval to Issue up to 40,805,455 Shares to Hong Sian Tan

Voting Exclusion

8. Resolution 8 – Approval to Issue up to 146,116,814 Shares to Director – John Houston

Voting Exclusion

9. Resolution 9 – Approval to Issue up to $4,000,000 worth of Shares

Voting Exclusion

BY ORDER OF THE BOARD

Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel)

2.3 Attendance at the Meeting

3. Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares

3.1 Background

3.2 Listing Rules 7.1 and 7.4

3.3 Specific Information Required by Listing Rule 7.5

3.4 Board Recommendation

4. Resolution 3 – Ratification of Prior Issue of Shares to EverBlu Capital Pty Ltd

4.1 General

4.4 Board Recommendation

5. Resolution 4 – Approval to Issue up to 1,363,636,366 Listed Options

5.1 Background

Notes:

5.2 Listing Rule 7.1

5.3 Specific Information Required by Listing Rule 7.3

6. Resolutions 5 and 6 – Approval to Issue Performance Rights to Directors

6.2 Listing Rule 10.11

6.3 Specific Information Required by Listing Rule 10.13

6.4 Board Recommendation

7. Resolution 7 – Approval to Issue up to 40,805,455 Shares to Hong Sian Tan

7.1 General

7.2 Listing Rule 7.1

7.3 Specific Information Required by Listing Rule 7.3

7.4 Board Recommendation

8. Resolution 8 – Approval to Issue up to 146,116,814 Shares to Director – John Houston

8.1 General

8.2 Listing Rule 10.11

8.3 Specific Information Required by Listing Rule 10.13

9. Resolution 9 – Approval to Issue up to $4,000,000 worth of Shares

9.1 Background

9.2 Listing Rule 7.1

9.3 Specific Information Required by Listing Rule 7.3

Potential Dilution Effect:

9.4 Board Recommendation

Definitions

Terms & Conditions of Listed Options

1 Entitlement

2 Exercise Price and Expiry Date

3 Exercise Price

CODEIFAI LIMITED Proxy Solicitation & Information Statement 2021