FATFISH GROUP LIMITED — Capital/Financing Update 2017

May 29, 2017

==> picture [67 x 82] intentionally omitted <==

Fatfish Internet Group Ltd (ACN 004 080 460) Level 4, 91 William Street Melbourne VIC 3000 Australia www.fatfish.co

30 May 2017

The Manager Company Announcements ASX Limited Level 4, 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Fatfish Internet Group Ltd (ASX:FFG) Supplementary Prospectus

Fatfish Internet Group Ltd ( Company ) wishes to advise of the lodgment of a Supplementary Prospectus ( Supplementary Prospectus ) with the Australian Securities and Investment Commission ( ASIC ) on 30 May 2017.

This document supplements, and should be read together with, the Prospectus lodged with ASIC by the Company on 16 May 2017 ( Prospectus ). The Supplementary Prospectus has been issued to clarify or provide further details with regards to information already disclosed within the Prospectus.

A copy of the Supplementary Prospectus is attached to this announcement and will be provided on the Company's website at http://www.fatfish.co/.

Yours faithfully

D H Low Director

Fatfish Internet Group Limited ABN 88 004 080 460

Supplementary Prospectus

IMPORTANT INFORMATION

This is a supplementary Prospectus ( Supplementary Prospectus ) intended to be read with the prospectus dated 16 May 2017 ( Prospectus ) issued by Fatfish Internet Group Limited ABN 88 004 080 460 ( Company ).

This Supplementary Prospectus is dated 30 May 2017 and was lodged with the Australian Securities and Investments Commission ( ASIC ) on that date. ASIC and its officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company's website at http://www.fatfish.co/. The Company will send a copy of this Supplementary Prospectus to all Applications who have subscribed for New Securities pursuant to the Prospectus prior to the date of this Supplementary Prospectus.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

1 REASONS FOR THIS SUPPLEMENTARY PROSPECTUS

By this Supplementary Prospectus, the Company makes the amendments to the Prospectus as set out in section 2 below for the purpose of supplying information to Eligible Shareholders in relation to a renounceable pro-rata entitlement offer of 1 New Share for every Share held at the Record Date with 1 free attaching New Option for every New Share issued and an offer of Shortfall Securities to Eligible Shareholders and others to raise up to approximately $1.69 million. The amendments to the Prospectus outlined in section 2 below should be read in conjunction with the Prospectus (as amended by section 2).

2 AMENDMENTS TO THE PROSPECTUS

2.1 CEO's Letter

The CEO's Letter on page 7 of the Prospectus is amended by replacing the following paragraph in that section:

"Participation in the Offer is entirely voluntary. If you decide to participate, you will receive New Securities in accordance with the terms set out in this Prospectus. Alternatively, you may do nothing and thereby retaining your current level of Shareholding."

with the following:

"Participation in the Offer is entirely voluntary. If you decide to participate, you will receive New Securities in accordance with the terms set out in this Prospectus. Alternatively, you may do nothing and thereby retain your current level of Shareholding, however, your percentage shareholding in the Company will be diluted to the extent that others participate in the Offer and/or Shortfall Offer."

2.2 Use of Funds

The Company clarifies the use of funds raised under the Offer as described in row 4 of the table in section 1.1 (page 8) and section 3.2 (page 20) of the Prospectus. One of the proposed uses of funds raised under the Offer is stated to be "New investments into Internet businesses in the Australasia region". The Company clarifies that no specific investments have been identified

This Supplementary Prospectus is intended to be read with the prospectus dated 16 May 2017 issued by Fatfish Internet Group Limited ABN 88 004 080 460.

• 2 -

however, the funds are being raised to enable the Company to be in a position to act quickly in relation to any such investment opportunities that arise.

2.3 Major Shareholder

Section 3.4(b) of the Prospectus is deleted.

2.4

Shortfall

Sections 2.10 and 2.12 of the Prospectus state that any Shortfall Securities may be placed at the Directors' discretion. The Company advises that the Directors will exercise its discretion in accordance with the following policy:

• (a) if the Shortfall Offer is undersubscribed, then all Eligible Shareholders will be allocated all New Securities applied for in excess of their Entitlement (subject to applicable laws); and

• (b) if the Shortfall Offer is oversubscribed, then any amount by which Applications from Eligible Shareholders exceed their Entitlements may be scaled back, at the absolute discretion of the Directors, however, the Directors will have regard to any potential control effects of the Rights Issue on the Company.

2.5

Timetable

The Company has resolved to extend the Closing Date for the Offer by 6 business days to 13 June 2017 . The revised indicative timetable is set out below:

Lodgement of Prospectus with ASIC and announcement of Offer	Tuesday16 May2017
ExistingSharesquoted 'ex' rights	Thursday18 May2017
Rights tradingcommences	Thursday18 May2017
Record Date	7.00pm (Sydney time)on Friday19 May2017
Opening date of the Offer	Wednesday 24 May2017
Rights tradingends	Friday26 May2017
Deferred settlement tradingcommences	Monday29 May2017
Closing date of the Rights Issue	5.00pm (Sydney time)on Tuesday 13 June2017
Deferred settlement tradingends	Tuesday20 June 2017
Allotment of New Securitiespursuant to the Rights Issue	Tuesday20 June 2017
New Securities allotted pursuant to the Rights Issue expected tocommence tradingon ASX on a normal T+2 basis	Wednesday 21 June2017
Despatch of holdingstatements	Friday23 June 2017
Last day by which Shortfall Securities (if any) may be issued	Wednesday 13September 2017

The dates above are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to change any date including further extending the Closing Date of the Offer or withdrawing the Offer without notice. Any extension of the Closing Date will have a consequential effect on the issue date of New Securities.

3 ACTIONS REQUIRED BY INVESTORS

The Directors do not believe that the matters set out in this Supplementary Prospectus are materially adverse to investors. As such, persons that have already applied for New Securities under the Prospectus do not need to take any action.

This Supplementary Prospectus is intended to be read with the prospectus dated 16 May 2017 issued by Fatfish Internet Group Limited ABN 88 004 080 460.

• 3 -

4 CONSENT OF DIRECTORS

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. Each of the Directors of the Company has consented to the lodgement of this Supplementary Prospectus with ASIC.

Signed for and on behalf of the company:

Donald Low Director

Dated: 30 May 2017

This Supplementary Prospectus is intended to be read with the prospectus dated 16 May 2017 issued by Fatfish Internet Group Limited ABN 88 004 080 460.