CODEIFAI LIMITED — Share Issue/Capital Change 2014

Aug 4, 2014

Appendix 3B New issue announcement

Rule 2.7,3.10.3,3.10.4, 3.10.5

Amended Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given toASXas soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00,30/09/01,11/03/02, 01/01/03, 24/10/05,01/08/12

Name of entity YPB Group LIMITED ABN 68108 649 421

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

+Class of ^securities issued or to Fully paid ordinary shares be issued Promoter Options Number of ^securities issued or a) 74,250,000 ordinary shares to be issued (if known) or b) 187,500 ordinary shares maximum number which may c) 18,750,000 ordinary shares be issued d) 750,000 options Principal terms of the a),b) & c)Fully paid ordinary shares in •^securities (eg, if options, accordance with constitution, exercise price and expiry date; if d) Options, exercise price $0.20 expiry 31 partly paid "^securities, the October 2017 amount outstanding and due dates for payment; . if "^convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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	Do the ^securities ranlc equally	Rank equally with all existing fully	Rank equally with all existing fully	Rank equally with all existing fully	paid
	in all respects from the date of allotment with an existing "^class	ordinary shares on issue.
	of quoted "^securities?
	If the additional securities do
	not ranl< equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or
	interest payment
	• the extent to which they do
	not rank equally, other than
	in relation to the next
	dividend, distribution or
	interest payment
	Issue price or consideration	$0.20 per share
	Purpose of the issue	a) Acquisition of all the issued shares of
	(If issued as consideration for	YPB Ltd in accordance with sale and
	the acquisition of assets, clearly identify those assets)	purchase 2014 and	agreement dated February prospectus dated 27 May
		2014
		b) & d) Shares and options issued
		pursuant	to	agreement	with
		sponsoring broker
		c) Capital	raising	pursuant	to
		prospectus dated 27 May 2014.
6a	Is the entity an "^eligible entity
	that has obtained security
	holder approval under rule 7.1A?
	IfYes,complete sections 6b - 6h
	in relation_to_the '^securities the
	_subject of this Appendix ^B,_and
	comply with section 6i
6b	The date the security holder
	resolution under rule 7.1A was
	passed
6c	Number of "^securities issued
	without security holder approval
	under rule 7.1

• See chapter 19 for defined terms.

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6d	Number of +securities issued
	with security holder approval
	under rule 7.1A
6e	Number of ^securities issued
	with security holder approval
	under rule 7.3, or another
	specific security holder approval
	(specify date of meeting)
6f	Number of securities issued
	under an exception in rule 7.2
6g	If securities issued under rule
	7.]A, was issue price at least75%
	of 15 day VWAP as calculated
	under rule 7.1A.3? Include the
	issue date and both values.
	Include the source of the VWAP
	calculation.
6h	If securities were issued under
	rule 7.1A for non-cash
	consideration, state date on
	which valuation of
	consideration was released to
	ASXMarket Announcements
6i	Calculate the entity's remaining
	issue capacity under rule7.1and
	rule 7.iA - complete Annexure 1
	and release to ASX Market
	Announcements
	Dates of entering "^securities	4 August 2014
	into uncertificated holdings or
	despatch of certificates
		Number	+Class
	Number and ^class of all	27,006,881	Fully paid ordinary
	•^securities quoted on ASX
	_(including_the securities in
	section_2_if applicable)

• See chapter 19 for defined terms.

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Number +Class Number and "^class of all 74,437.500 Ordinary shares ^securities not quoted on ASX 67,300,668 escrowed {including the securities in for 24 months section 2 if applicable) 7,136,832 escrowed for 12 months 750,000 $0.20 Options

• 10 Dividend policy (in the case of a No dividend policy presently in place. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

u Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the ^securities will be offered 14 ^Class of "^securities to which the offer relates 15 ^Record date to determine entitlements i6 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions i8 Names of countries in which the entity has "^security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of ^security holders
25	If the issue is contingent on
	"•^security holders' approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do "^security holders sell
	their entitlements_in fiill_through
	a broker?
	How do "'"security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?

• See chapter 19 for defined terms.

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• 32 How do "^security holders dispose of their entitlements (except by sale through a broker)?

• 33 "^Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities {tick one)

• (a) M Securities described in Part

• (b) D I I All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the ^securities are ^equity securities, the names of the 20 largest holders of the additional "^securities, and the number and percentage of additional "^securities held by those holders

• 36 I I If the ^securities are "^equity securities, a distribution schedule of the additional I 1 "^securities setting out the number of holders in the categories

• 1 -1,000

• 1,001 - 5,000

• 5,001 -10,000

• 10,001 -100,000

• 100,001 and over

• 37 I I A copy of any trust deed for the additional "'^securities D

• See chapter 19 for defined terms.

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Entities tliat have ticked box 34(b)

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38 Number of securities for which
"^quotation is sought
39 Class of ^securities for which
quotation is sought
40 Do the ^securities rank equally in
all respects from the date of
allotment with an existing "^class
of quoted "^securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution or interest
payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
Number "^Class
42 Number and "^class of all
"•"securities quoted on ASX
(including the securities in clause
38)
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• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional "^securities is in ASX's absolute discretion. ASX may quote the ^securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted ^quotation.

• An offer of the "^securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section ioi2C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the "^securities to be quoted under section 1019B of the Corporations Act the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "^quotation of the ^securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 4 August 2014 (Director)

Print name: Robert Whitton

• • See chapter 19 for defined terms.

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Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1 A for ^eligible entities

Introduced 01/08/12

Parti

Rule 7.1 - issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue /Idcf the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• • Number of partly paid ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here - ottier classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid ordinary securities cancelled during that 12 month period "A"

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of "A"

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"B" [Note: this value cannot be changed]
Multiply "A' by 0.15
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Step 3: Calculate "C", the amount of placement capacity under rule
7.1 that has already been used
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Insert number of equity securities issued or
agreed to be issued in tiiat 12 montii period
not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1 A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded - not Just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
"C"
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Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

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"A" X 0.15
Note: number must be same as shown in
Step 2
Subtract "C"
Note: number must be same as shown in
Steps
rofa/["A"x0.15]-"C" [Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Part 2

Rule 7.1 A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

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"A"
Note: number must be same as shown in
Step 1 of Part 1
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Step 2: Calculate 10% of "A"
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"D" 0.10
Note: this value cannot be changed
Mu/fip/y"A"by0.10
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Step 3: Calculate "E", the amount of placement capacity under rule
7.1 A that has already been used
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Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1 A
Notes:
• This applies to equity securities - not
Just ordinary securities
• Include here - if applicable - the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
"E"
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• See chapter 19 for defined terms.

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Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1 A "A" X 0.10 Note: number must be same as shown in Step 2 Subtract "E" Note: number must be same as shown in Steps Tofa/ ["A" X 0.10]-"E" Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

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