FATFISH GROUP LIMITED — Proxy Solicitation & Information Statement 2015

Aug 19, 2015

FATFISH INTERNET GROUP LTD ACN 004 080 460

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME: 10 am (Perth time) DATE: 18 September 2015 PLACE: Level 4 Boardroom, The Read Buildings 16 Milligan Street, Perth WA 6000

This Notice of Meeting should be read in its entirety. If FFG Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 449 074 699.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	36
Proxy Form

IMPORTANT INFORMATION

This Notice of Meeting is dated 20 August 2015.

No action has been taken to register or qualify the ICI Shares the subject of the In-Specie Distribution or otherwise to permit a public offering or sale of those ICI Shares in any jurisdiction.

This Notice of Meeting does not constitute an offer of securities in any jurisdiction other than Australia. Under ASIC Regulatory Guide 188, an invitation to vote on a transfer of securities (including as part of a reconstruction) at a general meeting constitutes an offer of securities to those shareholders. For the avoidance of any doubt, FFG has sought, and ASIC has granted FFG, relief from the requirement to prepare a prospectus in relation to the invitation to FFG Shareholders to vote on the Proposed Spin Out, and ASIC has agreed, in principle, to grant relief from on-sale of ICN Shares in connection with the Proposed Spin Out. This Notice of Meeting is substantially in the same form as the draft provided to ASIC on 19 August 2015.

Neither ASIC nor the ASX takes any responsibility for the contents of this Notice of Meeting.

This Notice contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Notice, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, Directors and management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Notice will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Notice, except where required by law. These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements.

This Notice of Meeting does not take into account the individual investment objectives, financial situation or particular needs of any person. Nothing in this Notice should be construed as a recommendation by the Company or any other person concerning an investment in the Company or ICI. FFG Shareholders should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to approve the Resolutions.

Financial amounts in this Notice of Meeting are expressed in Australian dollars unless otherwise stated.

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This Notice of Meeting is governed by the law in force in New South Wales, Australia.

Time and place of Meeting

Notice is given that the Meeting will be held at 10am (Perth time) on Friday 18 September 2015 at:

Level 4 Boardroom, The Read Buildings, 16 Milligan Street, Perth WA 6000

Voting eligibility

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 FFG Shareholders at 7pm (Perth time) on Wednesday 16 September 2015.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, FFG Shareholders are advised that:

• each FFG Shareholder has a right to appoint a proxy;

• the proxy need not be an FFG Shareholder; and

• an FFG Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

FFG Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie, as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

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• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie, as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie, as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION ONE – AMENDMENTS TO THE COMPANY'S CONSTITUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

• "That the Company’s constitution is amended by:

• (i) Inserting the following as clause 20.5(c):

If a distribution under clause 20.5(a) (Relevant Distribution) involves the issue or transfer of securities, debentures or other financial products in another body corporate (Relevant Securities):

• (A) each Member entitled to receive the Relevant Securities consents to becoming a member of the body corporate whose Relevant Securities are distributed (Relevant Entity) and agrees to be bound by the constitution of the Relevant Entity; and

• (B) the Directors may, in relation to any specific assets which would have been distributed pursuant to the Relevant Distribution to Members with a registered address outside of those jurisdictions identified by the Directors (Overseas Members' Specific Assets), sell or cause to be sold any of those Overseas Members' Specific Assets (including to a nominee) as the Directors determine in their absolute discretion, including by transferring any of the Overseas Members' Specific Assets to a nominee to sell, and distributing to such Members their proportion of the proceeds of that sale, net of expenses.

• (ii) Inserting the following as clause 20.5(d):

The Company and the Directors are severally authorised to act for and on behalf of every Member who is the intended recipient of the Relevant Distribution. The Company’s authority and the Directors' authority to act in this way is limited to doing only those acts or things reasonably required to transfer or vest title in the assets to the intended recipient Members and for no other purpose. For the avoidance of doubt, the Company or the Directors (acting as a board) may authorise any Director to sign any consent, transfer or approval or enter into any agreement including an agreement to become a member of the Relevant Entity on behalf of any Member. The Company and the Directors are not, and will not become, liable to any Member for anything the Company and/or any Director lawfully does or fails to do under this authority including (without limitation) the payment of any stamp duty or other taxes arising as a result of effecting, or attempting to effect, any such transfer or vesting."

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2. RESOLUTION TWO – PROPOSED SPIN OUT

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That subject to and conditional on Resolution 1 being passed, for the purposes of the ASX Listing Rules and for all other purposes, approval is given to the "Proposed Spin Out" to be effected by way of dividend and satisfied by distributing up to 93,750,000 in aggregate of the Company’s ordinary shares in iCandy Interactive Limited (ICI Shares) to the Company’s shareholders registered as such on the Record Date, in the manner, as defined and on the terms and conditions specified in the explanatory statement accompanying the notice convening this meeting."

Dated: 20 August 2015

BY ORDER OF THE BOARD

MR DONALD H LOW DIRECTOR

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

1.1 Introduction

As foreshadowed in announcements made by FFG since 25 March 2015, FFG is implementing, subject to regulatory compliance and obtaining approval from FFG Shareholders, a spin out of its Kensington Ventures and AppXplore businesses into a corporate group owned by FFG's subsidiary iCandy Interactive Limited (ICI), and undertaking the following distributions of ICI ordinary shares (ICI Shares) following ICI's admission to the Official List of the ASX (subject to ASX approval of ICI's listing and the passing of all Resolutions):

• (a) Fatfish Internet undertaking an in-specie distribution, by way of dividend, of up to 93,375,000 ICI Shares (ie, approximately 50% of those ICI Shares held by Fatfish Internet) to FFG; and

• (b) FFG undertaking an in-specie distribution, by way of dividend, of all of those ICI Shares held by FFG to FFG Shareholders registered as such as at the Record Date, on a pro rata basis, as descried in this Notice (In-Specie Distribution),

(together, Proposed Spin Out).

This Notice is being issued for the purposes of seeking FFG Shareholder approval for the Proposed Spin Out and for those amendments to FFG's constitution which the Board considers necessary to facilitate implementation of in-specie distributions generally (including the In-Specie Distribution).

The amendments to the Constitution proposed in Resolution 1 are not conditional on the passing of Resolution 2. However, the Proposed Spin Out put to FFG Shareholders in Resolution 2 is conditional upon Resolution 1 being passed by FFG Shareholders. Accordingly, if one or both Resolutions are not passed, then the In-Specie Distribution will not proceed.

1.2 Indicative timetable

FFG is continuing to facilitate implementation of the Proposed Spin Out, which includes but is not limited to awaiting the outcome of FFG's application to the Commissioner of Taxation (see Section 8), obtaining external legal advice to assist in identifying Ineligible Overseas FFG Shareholders, arranging signing of restriction agreements by those FFG Shareholders whose ICI Shares will be subject to escrow restrictions as referred to above, and (if the Board deems appropriate) appointing a nominee to assist in the sale of those ICI Shares which would have been transferred to Ineligible Overseas FFG Shareholders.

Under the terms of the ASX in principle advice, the ASX has required that the Company obtain FFG Shareholder approval for the Proposed Spin Out and that the Company implement the In-Specie Distribution within 6 months after the date of ICI's ASX listing.

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As at the date of this Notice, the Directors expect ICI to list on the ASX by 24 September 2015, which would mean that if both Resolutions are passed, the InSpecie Distribution will be implemented by no later than 24 March 2016.

The Proposed Spin Out is expected to be effected in accordance with the following indicative timetable:

Event	Indicative date (Perth time)
Due date for lodgement of Proxy Forms for FFG's Extraordinary General Meeting	10am on Wednesday 16 September 2015
Date for determining voting entitlements for FFG's Extraordinary General Meeting	7pm on Wednesday 16 September 2015
FFG's Extraordinary General Meeting	10am on Friday 18 September 2015
Ex Date for the In-Specie Distribution – FFG Shares purchased on or after commencement of trading on this date will not be eligible for the In-Specie Distribution	Wednesday 23 September 2015
ICI listed on the ASX	Thursday 24 September 2015
Record Date for the In-Specie Distribution	Friday 25 September 2015
Distribution Date – In-Specie Distribution of ICI Shares effected	Currently scheduled to occur on Friday 11 March 2016 (and will, in any event, occur within 6 months of ICI's ASX listing)

NB: The above timetable is indicative only and may be varied without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

2. DIRECTORS’ EVALUATION OF THE PROPOSED SPIN OUT

In evaluating the advantages and disadvantages of the Proposed Spin Out, Dato' Larry Nyap Liou Gan and Mr Jeffrey Tan (as the Directors on the Board who are not also directors of ICI) considered the following factors:

• (a) Advantages

• (i) The Proposed Spin Out is consistent with FFG's stated business plan of mentoring and assisting investee businesses to grow and to benefit from that in terms of capital growth and/or upon exit. Following the Proposed Spin Out, FFG will continue to incubate and invest in early stage start-up and growth stage technology / internet businesses.

• (ii) They are of the opinion that the Proposed Spin Out would, once implemented, assist in realising appropriate FFG Shareholder value for the Kensington and AppXplore businesses by facilitating direct investment by FFG Shareholders in a separate dedicated company, ICI, which owns those businesses and which, subject to ASX approval, will be listed on the ASX.

• (b)

Disadvantages

• (i) FFG is currently in the process of applying to the Commissioner of Taxation for a ruling confirming whether demerger tax relief applies to the In-Specie Distribution of the ICI Shares by FFG to FFG Shareholders. If the Commissioner rules that demerger tax relief is not available to the participating FFG Shareholders, FFG Shareholders will be assessable on the market value of the ICI

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Shares distributed to them as if they had received an unfranked dividend equivalent to that amount. Participating FFG Shareholders would be required to include this income in their tax return for the financial year ending 30 June 2016. Participating FFG Shareholders will be treated as having acquired the ICI Shares on the Distribution Date for the market value of the ICI Shares at that time for the purposes of determining the availability of the CGT discount to any subsequent disposal of the ICI Shares.

• (ii) If the Resolutions are not passed, if the ASX does not approve ICI's listing by the Distribution Date for the In-Specie Distribution or if ICI is an unlisted public company as at the Distribution Date, then FFG will not proceed with the In-Specie Distribution.

• (iii) There can be no assurance regarding the price at which FFG Shares, FFG Options, ICI Shares and ICI Options will trade or their liquidity following ICI's listing and the Proposed Spin Out, and those prices may be lower than anticipated, particularly given that it is expected that approximately 91% of all ICI Shares on issue will be subject to escrow restrictions immediately following allotment under the ICI Prospectus, and approximately 78% of all ICI Shares on issue will be subject to escrow restrictions immediately following the In Specie Distribution.

• (iv) The Proposed Spin Out will result in transaction costs being incurred by FFG in the order of $65,000 (which, for the avoidance of doubt, does not include any costs incurred by ICI, High Joyful, Kensington Ventures or AppXplore). See Section 4.1(d) below.

• (v) Following ICI's listing, ICI and FFG will operate as 2 separately listed entities and, as such, there will be duplication in listing fees and other associated administration costs in operating 2 separately listed entities.

3. INFORMATION ABOUT ICI

3.1 Introduction

As at the date of this Notice:

• (a) ICI is a subsidiary of FFG; and

• (b) the capital structure of ICI comprises:

• (i) 206,783,334 ICI Shares; and

• (ii) 8,033,333 ICI Options.

ICI is currently pursuing an initial public offering and (subject to ASX approval) listing on the ASX. Accordingly, ICI's capital structure may change prior to its listing on the ASX.

Assuming full subscription and no oversubscription under the ICI Prospectus, and assuming the lead manager of the ICI Prospectus has raised the full subscription itself, ICI's share capital structure is expected to be as follows immediately after allotment under the ICI Prospectus:

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Category	ICI Shares	ICI Options
On issue as at the date of the ICI Prospectus	206,783,334	8,033,333
Securities offered under the ICI Prospectus	17,500,000	19,250,000
Total	224,283,334	27,283,333

In any event, the number of ICI Shares and ICI Options on issue will not change as a result of implementation of the In-Specie Distribution.

Following ICI's listing on the ASX, it is expected that ICI (together with its subsidiaries High Joyful, Kensington Ventures and AppXplore) will operate as a standalone group, with FFG as a major ICI Shareholder.

In order to facilitate its initial public offering and listing on the ASX, ICI issued a replacement prospectus on 17 July 2015 (ICI Prospectus). For FFG Shareholders' information only:

• (a) A copy of the ICI Prospectus is available on the ASX website: http://www.asx.com.au/asx/research/company.do# !/ICI

• (b) FFG will make available a copy of the ICI Prospectus, free of charge, to any FFG Shareholder who asks for it – FFG Shareholders should make such requests by contacting the FFG's share registry, Security Transfer Registrars Pty Limited, on +61 8 9315 2333

For FFG Shareholders' ease of reference, Sections 2.2 to 2.8 of this Notice contains information about ICI and its business as prepared by ICI and set out in Sections 7.1 to 7.7 of the ICI Prospectus (with the necessary changes in square brackets to accommodate cross referencing and different defined terms used in this Notice).

FFG Shareholders should refer to the ICI Prospectus for:

• (a) further information on the business to be conducted by ICI and its subsidiaries;

• (b) a summary of the risk factors pertaining to an investment in ICI; and

• (c) financial and other information about ICI and its subsidiaries as a standalone group, including information about ICI's capital and corporate structure.

Please note that if ICI updates the ICI Prospectus at any time after the date of this Notice, FFG will make an announcement in that regard on the ASX Announcements Platform.

3.2 Background and Company Overview

[ICI] was incorporated on 20 March 2015 as an investment holding company principally involved in investing in prospective mobile interactive entertainment studios in the Asia region to produce quality and fun mobile interactive entertainment for the global mobile games market.

As set out in Section 4.1 [of the ICI Prospectus], on 4 May 2015, [ICI] entered into:

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• (a) a share purchase agreement with Fatfish Internet and two other co-founders to acquire 100% of the issued share capital of High Joyful which owns 100% of the issued share capital of Appxplore; and

• (b) a share purchase agreement with Fatfish Internet and Fatfish Medialab to acquire 100% of the issued share capital of Kensington Ventures.

• [ICI's] group structure at the date of [the ICI] Prospectus is set out below:

==> picture [346 x 194] intentionally omitted <==

----- Start of picture text -----

iCandy Interactive
100% 100%
High Joyful Kensington Ventures
100%
Appxplore
----- End of picture text -----

3.3 High Joyful Overview

High Joyful was incorporated in the British Virgin Islands on 15 May 2014. High Joyful is an investment holding company principally involved in investing in mobile interactive entertainment studios in the Asia region. High Joyful owns 100% of the issued share capital of Appxplore.

3.4 Appxplore Overview

Appxplore was incorporated in Malaysia on 20 December 2010. Appxplore is principally involved in the design, development, commercialisation and publishing of mobile interactive entertainment for multiple mobile operating system (OS) platforms such as iOS, Android, Windows Mobile and Blackberry.

Appxplore is led by the founders, Desmond Lee and Jenn Yu Lim, who have extensive expertise, experience and involvement in multimedia design, 3D animation and artwork and game design and developments in the online and mobile gaming industry. With a team of talented game developers, Appxplore is capable of producing fun and engaging mobile games which enhance gaming experience and ‘player stickiness’ to foster longer-term player retention.

As at the date of [the ICI] Prospectus, Appxplore currently owns and operates five high quality mobile casual games – ‘Sporos’, ‘Lightopos’, ‘Caveboy Escape’, ‘Alien Hive’ and ‘Mobfish Hunter’ - under its own brand name which are exclusively designed for the popular mobile OS platforms noted above. Refer to section [3.8 of this Notice] for a summary of Appxplore’s games.

To date [of the ICI Prospectus], Appxplore’s mobile games have achieved an estimated 10 million downloads worldwide. These downloads were downloaded from Apple App Store and Google Play Store and the download figures were captured by Appxplore’s own internal analytics system. All of Appxplore’s games have been featured in Apple’s App Store Editor Picks and Google Play Store.

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In 2012, Appxplore was granted special ‘MSC Status’ by the Malaysian Government which allows the company a 100% tax exemption for a 10 year period ending in 2022, access to various research and development grants and applications for unlimited work visas for the employment of foreign ‘talent’ and skilled labour from around the world to grow Appxplore’s workforce. The ‘MSC Status’ is granted by the Malaysian Government (via its Multimedia Development Corporation) to certain information and communications technology businesses to assist such businesses in developing and using multimedia technologies to produce and enhance products and services.

[ICI's] Board believes that Appxplore’s expertise and experience in producing quality mobile games positions [Appxplore] as one of the few mobile interactive entertainment studios in Southeast Asia which produces mobile games that generate millions of downloads.

Appxplore’s notable achievements include [Appxplore's] many nominations, accolades and awards won in the Asia Pacific Region such as:

• Best Art or Character – awarded to Alien Hive from Casual Connect Asia 2013;

• Most Innovative Mobile Game – awarded to Lightopos from Casual Connect Asia 2012; and

• Best Mobile Application, Content & Service – awarded to Lightopos from GoMobile innovation Malaysia Awards 2012.

In the opinion of [ICI's] Board, these awards have furthered strengthened Appxplore’s reputation and recognition in the mobile gaming industry.

3.5

Kensington Ventures Overview

Kensington Ventures was incorporated in Singapore on 22 May 2009. Kensington Ventures is principally involved in the development of proprietary action-based mobile games and in the licensing of the intellectual property of existing title video and online games for re-development on Android and iOS platforms.

Kensington Ventures operates a mobile games studio based in Indonesia under the “Blazable” brand. Kensington Ventures holds a license from the Singapore University of Technology and Design (a joint venture entity between the Massachusetts Institute of Technology, the Singapore Government and Zhegiang University of China) (SUTD) to re-develop the SUTD’s games for mobile devices. Please refer to Section 11.1 [of the ICI Prospectus] for further details of this licensing agreement.

At present, Kensington Ventures is developing two new mobile games - Sky Wing (which it owns) and Carneyvale (which it holds the licensing rights to from SUTD) - which are targeted to be launched in the fourth quarter of 2015. A summary of Kensington Ventures’ games is set out in Section 7.9.2(d) and (e) [of the ICI Prospectus].

3.6 Principle Activities of the [ICI] Group

The principal activity of the [ICI] Group is the provision of the design, development and publishing of mobile interactive entertainment across multiple mobile OS platforms such as iOS, Android Windows and Blackberry. The [ICI] Group has expertise and experience in the development, localisation, programming, game

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coding and production of graphic design blueprints and drawings which are able to operate on different mobile OS platforms. Since Appxplore commenced operation, it has successfully developed various high traction and recognisable mobile games for the global markets, particularly in the Asia Pacific markets. A summary of each of Appxplore’s games is set out in Section [2.8 of this Notice].

3.7 Business Model

3.7.1 Products and Services

The [ICI] Group embraces the ‘freemium-game’ business model, whereby players can access unlimited gameplay for free. Instead of paying monthly subscriptions, players are encouraged to purchase in-game items and premium features which enhance the game experience.

In-game items are primarily categorised as ‘vanity’ items (which alter the cosmetic appearance of the game), ‘power’ items (which enhance the power of characters and/or weapons in the game) and ‘booster’ items (which accelerate game progression time and/or unlock higher level advancement). As such, the [ICI] Group’s main source of revenue is created by offering players an increased amount of in-game items and premium features during gameplay.

Currently, the [ICI] Group only produces and offers casual games for mobile devices. The [ICI] Group’s games are marketed at and played by players across the globe, with the Asia Pacific region being the [ICI] Group’s top selling market. Since Appxplore’s inception, it has created and published five high quality mobile casual games of which all are still active to date and which are summarised in Section [2.8 of this Notice].

3.7.2

Business Approach and Monetisation Capabilities

One of the [ICI] Group’s main goals is to enhance its audience’s mobile lifestyle by producing mobile entertainment contents which are highly interactive, engaging and fun.

To achieve this goal, the [ICI] Group adopts the following approaches in the design and development of its mobile interactive entertainment and in its business model in general:

• Player-Centric Development Approach - which concentrates on the [ICI] Group producing casual mobile games which are player-centric and can be played anywhere and at any time;

• Cross-Platform Integration Approach – the [ICI] Group has the capability to produce mobile games which can be played in various mobile OS platforms;

• Monetisation Approach – the [ICI] Group’s games are free to download and free to play. This approach enables the [ICI] Group to sell virtual items and premium features to players to both enhance their game experience and generate revenue; and

• Gaming Community Development Approach – the [ICI] Group aims to create a community for its players to receive news and updates on the [ICI] Group’s products and services.

These four approaches are discussed in more detail below:

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(c) Player-Centric Development Approach

In the past, the traditional audience for mobile games generally consisted of young males. However, the mobile gaming market is expanding and there are currently growing numbers of female and older mobile game players. In order that it can design and develop mobile games that are fun, interactive and engaging for all genres of player, the [ICI] Group needs to understand both individual and group gaming behaviours and preferences.

As such, the [ICI] Group has adopted a player-centric approach in the design and development of its games. By providing player-centric games, the [ICI] Group is able to offer players a unique gaming experience and engaging gameplays which are aimed at attracting even more players while also enhancing existing player retention.

Casual mobile games are generally player-centric. Thus, the [ICI] Group aims to focus mainly on the development of casual games which are typically ‘session-based’ (i.e. games that are played to a conclusion within a short period of time). Casual games also provide the [ICI] Group with certain benefits and opportunities to attract a broader range of players through the following factors:

• (i) lower level of game complexity and typically shorter gameplay duration – the [ICI] Group’s games require minimal commitments of time and resources from players without detracting from the quality of the gaming experience;

• (ii) sizeable and growing gaming population - not only in respect of males but also from the female market. Currently, the majority of casual gamers are female, who constitute more than 70% of the total casual gamer population. As such, the [ICI] Group aims to ensure that its casual games are suitable for a mixed genre of players so it is able to capture as large an audience of casual players as possible; and

• (iii) the [ICI] Group’s mobile casual games are specifically designed for the vast majority of mobile devices, so that they can be easily downloaded, accessed and played by players anywhere, either at home or in ‘on-the-go’ environments.

(d) Cross-Platform Integration Approach

The [ICI] Group has the capabilities to develop mobile games for multiple popular mobile OS platforms. With Apple’s iOS and Google’s Android systems competing for the top system position worldwide, the number of users using mobile devices is increasing daily. Developing a game that runs on both iOS and Android systems gives the [ICI] Group the advantage of tapping into a greater market potential where its games can reach more people. As the [ICI] Group’s games run across all popular system platforms, all game updates are immediately synchronised across all devices and platforms which saves the [ICI] Group money and time.

The [ICI] Group has also implemented a synchronisation system which allows players to synchronise their information, saved games and game progress data as well as their acquired virtual game items across different mobile devices and platforms via a specific user account. As such, players can switch gameplay between different mobile devices and OS platforms so that a player can continue a game on one device and platform which they

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stopped playing on another device and platform. The [ICI] Group’s mobile games offer real-time synchronisation.

(e) Monetisation Model Approach

All of the [ICI] Group’s games are ‘freemium games’ which are free to play. In order to generate revenue from the games which the [ICI] Group publishes, the [ICI] Group has developed and adopted the following monetisation models for its mobile games.

(i) In-App Purchases

In-app purchases are the [ICI] Group’s main source of revenue. The [ICI] Group’s main goal is to encourage players to purchase virtual ‘items’ to be used in its games. These virtual items are used within the [ICI] Group’s games for a variety of reasons including to improve character levels, to speed up in-game progress and to enhance playing experience. The [ICI] Group also introduces certain ‘advanced’ or ‘premium’ game features which are ‘gated’ and cost money to be unlocked. As such, game players need to spend money to enjoy the full gaming experience. The [ICI] Group believes that this strategy can help increase levels of engagement of its players.

(ii) In-App Advertising

The [ICI] Group also employs an ‘in-app’ advertising model into its games, whereby it advertises relevant promotions and offers to targeted persons. The [ICI] Group partners with advertisers to allow them to advertise their products and services on the [ICI] Group’s games. The [ICI] Group earns sponsorship and advertising fees when an advertiser’s advertisement pops up in its games. When a player clicks on a specific advertisement, the [ICI] Group can also earn an additional fee. One of the [ICI] Group’s other main goals is to create a large and stable user base of its games and gather relevant information about those users which information can be sold to other brands and app publishers, who it is proposed will pay the [ICI] Group fees to place targeted advertisements in its games.

As such, the [ICI] Group’s monetisation approach combines both ‘in-app’ purchases and advertising monetisation capabilities. This allows the [ICI] Group to target monetisation advertisements for each player based on their ‘in-game’ interest, behaviour and preference. The [ICI] Group’s aim is to give the right offer to the right player at the right time, whether it is a targeted ‘in-app’ purchase offer or the broadcasting of an advertisement.

The [ICI] Group can also generate revenue via game merchandise sales whereby players can purchase game related merchandise branded with the logos and artwork of [ICI’s] various games.

(f) Gaming Community Development Approach

The [ICI] Group has built a mobile gaming community from the people who have downloaded its games which, at the date of [the ICI] Prospectus, consists of 10 million game downloads. With its instant notification platform, the [ICI] Group is able to easily and quickly announce information to its game players and populations so it can market and promote new products (for example, new game expansion packs and upgrades, new game virtual

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items and new games to be launched). This approach further enhances the [ICI] Group’s marketing strategy.

The [ICI] Group’s research and development goals and objectives are to design, develop and publish quality games for its players. The [ICI] Group believes that only quality games can foster long-term player retention and increase downloads. All of Appxplore’s game titles have surpassed more than 1 million downloads. It is the [ICI] Group’s objective to launch an additional two to three quality games annually.

3.8 The [ICI] Group’s Games

Details of Appxplore’s current list of published mobile games is set out in the table below:

Game Title	OS Platform	Date Launched	Status	No. of Downloads1
Lightopos	iOS, Android and Blackberry	March 2012	Active	> 1 million
Sporos	iOS, Android and Blackberry	February 2013	Active	> 4 million
Alien Hive	iOS, Android and Blackberry	March 2013	Active	> 2 million
Caveboy Escape	iOS, Android and Blackberry	March 2014	Active	> 1 million
Mobfish Hunter	iOS and Android	April 2014	Active	>1 million

1. Refer to Section [2.4 of this Notice] for an explanation of how these download figures were derived.

3.8.1 Lightopus (Appxplore)

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Lightopos is Appxplore’s first in-house developed mobile casual game and was published worldwide by the international game publisher, BulkyPix, based in France and the USA (refer to Section 11.2 [of the ICI Prospectus] for further details). Lightopus is a very easy to play, yet challenging maze game which is suitable for all players. The players must find their way out a maze while facing monsters with special powers in each zone. At the same time, the players must collect stars from different zones to unlock the monsters’ hives which allows them to destroy as many monsters as possible before their eggs hatch at which point they come after the players.

Lightopos is Malaysia’s first mobile game to be featured on Apple App Store and has won many awards in Malaysia and Asia including Most Innovative Mobile Game

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Award, Best Mobile Application, Content & Service Award and Best of Media & Entertainment Finalist Award as set out in Section [2.4 of this Notice].

The website of the Lightopus game is:

http://www.appxplore.com/index.php/games/lightopus.

The following images are screenshots from the Lightopus game:

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The Lightopus game has the following awards and recognitions:

• featured on Apple App Store;

• featured on Google Play Store;

• received the Most Innovative Mobile Game Award by Casual Connect Asia 2012;

• received the GoMobile InOvation Award 2012 for Best Mobile Application, Content & Service; and

• featured on ‘148Apps’ under ‘Editor’s Choice’ which is a website which reviews and rates iOS applications.

3.8.2 Sporos (Appxplore)

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Sporos is a simple yet challenging puzzle game. The objective is to light up the cells in each level with a special seed known as the ‘Sporos’. Players drag pieces onto the board one at a time, arranging them to extend all the way down every row and

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column. Sporos demands a mix of skill, luck, and logic in order to succeed and players need to conduct in-game experiments akin to scientists in a laboratory.

The game also provides soothing music, colourful graphics and ‘biological’ inspired ambiance. The game starts off with an easy mode and the difficulty level slowly increases as players progress to higher levels.

The game comes with the following features:

• simple yet challenging puzzle game environment;

• futuristic theme with neon ‘biological’ inspired graphics;

• 300 game levels in the ‘Essential Labs Challenge’ which starts off in easy mode and gets trickier as player advance the game levels;

• thousands of extra levels which offer more challenging gameplay to test players’ skills;

• available as a universal iOS app for Apple iPhone and iPad and also available on Android devices;

• features Apple’s Game Center leaderboard and achievements function allowing players to compete worldwide;

• features Google Play’s leaderboard and achievements function for Android version again allowing players to compete worldwide;

• in-game hints for purchase by players; and

• updated with additional game levels from time to time.

This is the [ICI] Group’s most downloadable and played game. As at the date of [the ICI] Prospectus the game has achieved over 4 million downloads.

The website of the Sporos game is: http://www.appxplore.com/index.php/games/sporos

The following images are screenshots from the Sporos game:

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The Sporos game has the following awards and recognitions:

• featured by Google Play under Staff Picks, Hot Apps, Trending Apps;

• featured on KTLA (a local news station in Los Angeles, USA) under “Apps to Know - March Edition” (11 March 2013);

• • featured on Apple App Store; and

• featured on Google Play Store.

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3.8.3 Alien Hive (Appxplore)

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Alien Hive is a sliding puzzle game which challenges players to match three tile pieces to upgrade game items known as ‘alien hives’. The game is based on an alien themed storyline featuring a combination of alien eggs which hatch into baby aliens then fully evolve into ‘supreme aliens’.

Players need to use game strategy to avoid the in-game ‘Naughty Bots’ who block player progress by creating power-ups to eliminate their enemies.

This game comes with following features:

• evolving puzzle gameplay which is a hybrid matching and sliding tile puzzle;

• • auto save game progress;

• features leaderboard and achievements function allowing players to compete worldwide;

• high score and achievements sharing function on Facebook;

• available as a universal app for Apple iPad and iPhone and also available on Android devices; and

• includes iCloud and game centre support with Scoreloop support on Android devices.

Alien Hive has achieved more than 2 million downloads and was featured in the Apple App Store as well as winning the Best Art or Character Award from Casual Connect Asia in 2013.

The website of the Alien Hive game is: http://www.appxplore.com/index.php/games/alien-hive

The following images are screenshots from the Alien Hive game:

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==> picture [146 x 194] intentionally omitted <==

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The Alien Hive game has the following awards and recognitions:

• featured by Google Play under ‘Brain Teasers’;

• featured by Apple App Store under ‘New and Noteworthy’;

• featured by Apple App Store in USA and Europe as well as Korea and Japan; and

• awarded Best Art or Character by Casual Connect Asia 2013.

3.8.4 Caveboy Escape (Appxplore)

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Caveboy Escape is an innovative puzzle game utilising subtle matching and connecting tile gameplay. It requires players to have a keen eye and quick thinking to navigate ‘Caveboy’ to find exits from a maze. Players are challenged as the size of the maze grows with progression in the game. Players must also reach the exit within a set time period or the maze will collapse.

Players also need to collect as many ‘stars’ as possible to unlock new levels of the game. They also can test their skills in the ‘Survival Mode’ which offers increasingly difficult challenges.

This game comes with the following features:

• maze escape puzzle gameplay featuring a new innovation of matching and connecting tile puzzles;

• set game time period in which players must solve pathway puzzles;

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• pastel graphics and a mellow soundtrack;

• game feature allowing you to beat your friends’ times in ‘Survival Mode’;

• high score and achievements function; and

• available as a free to play universal app for Apple iPad and iPhone, Android and Blackberry devices.

The website of the Caveboy Escape game is: Website: http://www.appxplore.com/index.php/games/caveboy-escape

The following images are screenshots from the Caveboy Escape game:

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The Caveboy Escape game has the following awards and recognitions:

• featured by Google Play Store; and

• featured by Apple App Store.

3.8.5 Mobfish Hunter (Appxplore)

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Mobfish Hunter is an endless action fishing game which gives players the challenge to ‘hunt’ mutated fish in the ocean.

The game is set in the year 2020 and is based on the premise that a future autocracy has stripped the world of rare earth elements, causing disastrous pollution on the world’s oceans which has resulted in fish mutating into a dangerous new species known as ‘Mobfish’. Players (‘Mobfish Hunters’) must combat the Mobfish with a variety of in-game projectile and melee weapons to progress in the game.

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This game comes with the following features:

• include a new ‘power-chip’ system with 60 ‘power-chip’ variations allowing over 50,000 combinations of playing style;

• four unique game zones each of which includes its own species of ‘Mobfish’ and game challenges;

• allows players to upgrade to a variety of in-game weapons to enhance gameplay;

• offers players customised and additional in-game utilities that allow game progress and enhanced gameplay;

• offers players responsive game controls via detailed manoeuvres controlled by sensitive tilt control of the mobile device;

• facebook integration function whereby players can invite friends to play and compete for high scores;

• compatible with Game Center and Google Play for high scores and achievements function; and

• available as a free to play universal app for Apple iPad and iPhone and Android devices.

The website of the Mobfish Hunter game is: http://www.appxplore.com/index.php/games/mobfish-hunter

The following images are screenshots from the Mobfish Hunter game:

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The Mobfish Hunter game has the following awards and recognitions:

• featured by Apple App Store; and

• featured by Google Play Store.

4. EFFECT OF THE PROPOSED SPIN OUT

• 4.1 FFG

• (a) Capital structure of FFG

As at the date of this Notice, the capital structure of FFG comprises:

• (i) 133,049,446 FFG Shares

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• (ii) 129,075,166 FFG Options

The number of FFG Shares and FFG Options on issue and the terms of their issue will not change as a result of implementation of the Proposed Spin Out in and of itself.

As at the date of this Notice, FFG has available placement capacity to issue:

• (i) a further 16,652,224 new FFG equity securities without FFG Shareholder approval under ASX Listing Rule 7.1; and

• (ii) a further 13,017,536 new FFG equity securities without FFG Shareholder approval under ASX Listing Rule 7.1A.

As at the date of this Notice, FFG has not invited any person to participate in any issue of FFG equity securities prior to the Record Date. If any such issue is envisaged, FFG will announce details of such issue on the ASX in accordance with the ASX Listing Rules.

(b) Corporate structure of FFG in relation to ICI

• (i) As at the date of this Notice, the structure of FFG in relation to ICI is as set out below:

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• (ii) Immediately following ICI's ASX listing, it is expected that the structure of FFG in relation to ICI will be as follows:

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==> picture [270 x 283] intentionally omitted <==

(iii) Immediately following implementation of the In-Specie Distribution, it is expected that the structure of FFG in relation to ICI will be as follows:

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(c) Carrying value

The carrying value of ICI, High Joyful, Kensington Ventures and AppXplore in the accounts of FFG and its controlled entities as at 31 December 2014 was $2,796,582 (on a consolidated basis).

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(d) Transaction costs

To date, FFG has incurred $10,168 in transaction costs in relation to the Proposed Spin Out (which, for the avoidance of doubt, does not include any costs incurred by ICI, High Joyful, Kensington Ventures or AppXplore).

Based on the Proposed Spin Out being implemented, a breakdown of the items that constitute FFG's aggregate transaction costs in implementing the Proposed Spin Out and the estimated amount of each item are set out below:

Type of transaction cost	Amount including GST
Legal fees to FFG's Australian legal advisers (Thomson Geer)	$40,000
Share registry fees, printing and postage, ASX and ASIC fees	$15,000
Other miscellaneous costs	$10,000
Estimated total transaction costs	$65,000

Costs incurred by ICI, High Joyful, Kensington Ventures and AppXplore in pursuing ASX listing and the Proposed Spin Out are expected to be between $565,700 and $667,800 (see Section 12.7 of the ICI Prospectus for further information).

4.2 FFG Shareholders

Upon the In-Specie Distribution being implemented, each FFG Shareholder as at the Record Date will:

• (a) As at the Distribution Date, hold the same number of FFG Shares as they held immediately before the In-Specie Distribution is implemented; and

• (b) Either:

• (i) For Eligible FFG Shareholders: As at the Distribution Date, hold those ICI Shares distributed to them pursuant to the In-Specie Distribution; or

• (ii) For In-eligible Overseas FFG Shareholders: Following the Distribution Date, receive the net proceeds (if any) of sale of those ICI Shares which they would have been transferred (see Section 7.4 below for further information).

The number of ICI Shares to which an FFG Shareholder as at the Record Date (Relevant FFG Shareholder) is entitled under the In-Specie Distribution is determined by applying the following formula, which in respect of the total holding of ICI Shares for each Relevant FFG Shareholder will be rounded up to the nearest whole ICI Share, provided that the total number of ICI Shares distributed does not exceed 93,750,000:

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where:

A means the number of ICI Shares to be distributed to the Relevant FFG Shareholder pursuant to the In-Specie Distribution;

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B means the number of ICI Shares to be distributed under the In-Specie Distribution other than those set aside to satisfy rounding up of fractional entitlements (ie, approximately 50% of those ICI Shares held by Fatfish Internet) – this reflects that the maximum number of ICI Shares to be distributed cannot exceed 93,750,000 and, accordingly, the rounding up of fractional entitlements must be applied within that maximum ;

C means the number of FFG Shares held by the Relevant FFG Shareholder as at the Record Date – this number is the sum of the number of FFG Shares held as at the date of this Notice, plus any FFG Shares acquired before the Record Date (whether as a result of exercise of FFG Options, being allotted new FFG Shares, and/or purchase of FFG Shares before the Ex Date from other FFG Shareholders), less any FFG Shares sold before the Ex Date ;

D means the total number of FFG Shares on issue as at the Record Date – this number is the sum of the number of FFG Shares on issue as at the date of this Notice, plus any new FFG Shares issued before the Record Date (whether as a result of exercise of FFG Options and/or new issues of FFG Shares) – please refer to Section 4.1(a) above for further information .

By way of illustration, assuming that:

• (a) input B: there are 93,749,000 ICI Shares available for distribution before rounding (ie, 1,000 ICI Shares has been set aside to satisfy rounding up of fractional entitlements under the In-Specie Distribution);

• (b) input C: the Relevant FFG Shareholder held 100 FFG Shares as the moment before Ex Date and as at the Record Date; and

• (c) input D: there are 133,049,446 FFG Shares on issue,

then the Relevant FFG Shareholder will:

• (d) as at the Distribution Date, continue to hold the 100 FFG Shares s/he held on the Record Date (assume s/he has not sold them); and

• (e) either:

• (i) if s/he is an Eligible FFG Shareholder: on the Distribution Date, receive 71 ICI Shares pursuant to the In-Specie Distribution; or

• (ii) if s/he is an Ineligible Overseas FFG Shareholder: following the Distribution Date, receive the net proceeds (if any) of sale of those 71 ICI Shares which s/he would have been entitled to receive pursuant to the In-Specie Distribution (see Section 7.4 below for further information).

FFG Shareholders are not required to pay any consideration for their entitlement of ICI Shares under the In-Specie Distribution.

FFG Shareholders should refer to Section 8 regarding the taxation implications of the Proposed Spin Out. FFG Shareholders should consider this Notice and the ICI Prospectus carefully and seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to approve the Resolutions.

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5. DIRECTORS' INTERESTS, RECOMMENDATIONS AND VOTING

The Directors unanimously approved the proposal to put the Resolutions to FFG Shareholders.

All Directors recommend to FFG Shareholders to vote in favour of Resolution 1.

Dato' Larry Nyap Liou Gan and Mr Jeffrey Tan (as Directors on the Board who are not also directors of ICI) consider that the Proposed Spin Out is in the best interests of the Company and recommend to FFG Shareholders to vote in favour of each of the Resolutions required to give effect to the Proposed Spin Out and related matters at the Meeting. Other than as FFG Shareholders, Dato' Larry Nyap Liou Gan and Mr Jeffrey Tan have no interest in the outcome of Resolution 2. Both Mr Lau and Mr Low are non-executive directors of ICI and, as such, they are considered to be associates of ICI and are excluded from voting on Resolution 2.

In making their recommendations, the Directors advise FFG Shareholders to read this Notice and the ICI Prospectus in their entirety, and to seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to approve the Resolutions.

The Directors have each undertaken to vote in favour of Resolution 1 in respect of their direct and indirect shareholdings in the Company, representing a total of 18,117,115 FFG Shares or approximately 13.62% of the FFG Shares on issue as at the date of this Notice.

Dato' Larry Nyap Liou Gan and Mr Jeffrey Tan have each undertaken to vote in favour of Resolution 2 in respect of their direct and indirect shareholdings in the Company, representing a total of 2,907,506 FFG Shares or approximately 2.19% of the FFG Shares on issue as at the date of this Notice.

As at the date of this Notice, Dato' Larry Nyap Liou Gan has an indirect interest in 1,166,667 ICI Shares and 1,166,667 ICI Options. Other than Dato' Larry Nyap Liou Gan, none of the Directors have any direct or indirect interests in ICI Shares or ICI Options as at the date of this Notice and none of them intend to participate in ICI's initial public offering referred to in the ICI Prospectus.

The following table sets out the Directors’ direct and indirect interests in FFG equity securities as at the date of this Notice and the expected number of ICI equity securities which they (or their associated parties) will receive pursuant to the InSpecie Distribution, if all Resolutions are passed and the Proposed Spin Out is implemented:

FFG Director (including associates)	Interest in the outcome of the Resolutions	Interest in FFG (before and immediately after the In- Specie Distribution)1,3	Interest in FFG (before and immediately after the In- Specie Distribution)1,3	Interest in ICI (immediately after the In-Specie Distribution)1,2,4	Interest in ICI (immediately after the In-Specie Distribution)1,2,4
		FFG Shares	FFG Options	ICI Shares	ICI Options
Dato' Larry Nyap Liou Gan	Is not a director of ICI. Will be receiving ICI Shares pursuant to the In-Specie Distribution as set out in this table.	2,907,506 (2.19% of all FFG Shares)	2,907,506 (2.25% of all FFG Options)	3,215,348 (1.43% of all ICI Shares)	1,166,667 (4.28% of all ICI Options)
Kin Wai Lau	Is a non-executive director and	15,209,609 (11.43% of	15,209,609 (11.78% of	10,716,961 (4.78% of all	Nil

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FFG Director (including associates)	Interest in the outcome of the Resolutions	Interest in FFG (before and immediately after the In- Specie Distribution)1,3	Interest in FFG (before and immediately after the In- Specie Distribution)1,3	Interest in ICI (immediately after the In-Specie Distribution)1,2,4	Interest in ICI (immediately after the In-Specie Distribution)1,2,4
		FFG Shares	FFG Options	ICI Shares	ICI Options
	chairman of ICI, for which he is proposed to receive remuneration of $12,000 from ICI in the financial year following ICI's ASX listing. Is also a non- executive director of AppXplore. Will be receiving ICI Shares pursuant to the In-Specie Distribution as set out in this table.	all FFG Shares)	all FFG Options)	ICI Shares)
Donald Han Low	Is a non-executive director of ICI, for which he is proposed to receive remuneration of $12,000 from ICI in the financial year following ICI's ASX listing. Will not be receiving any ICI Shares pursuant to the In- Specie Distribution.	Nil	Nil	Nil	Nil
Jeffrey Tan	Is not a director of ICI. Will not be receiving any ICI Shares pursuant to the In- Specie Distribution.	Nil	Nil	Nil	Nil

Notes:

1. Assuming no FFG Shares or FFG Options are acquired, disposed of or (in the case of FFG Options) exercised between the date of this Notice and the Distribution Date.

2. Assuming no ICI Shares or ICI Options are acquired, disposed of or (in the case of ICI Options) exercised between the date of this Notice and the Distribution Date, other than pursuant to the InSpecie Distribution. Assuming that there are 93,749,000 ICI Shares available for distribution under the In-Specie Distribution before rounding, and that there are 133,049,446 FFG Shares on issue as at the Record Date.

3. Percentages are calculated based on the assumption that there are 133,049,446 FFG Shares and 129,075,166 FFG Options on issue.

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1. Percentages are calculated based on the assumption that there are 224,283,334 ICI Shares and 27,283,333 ICI Options on issue.

2. ADDITIONAL INFORMATION RELATING TO RESOLUTION ONE – AMENDMENTS TO THE COMPANY'S CONSTITUTION

6.1 Changes proposed

Resolution 1 seeks to amend the Company’s constitution to facilitate implementation of any future in-specie distributions undertaken by the Company (including the InSpecie Distribution).

Under the provisions of section 136 of the Corporations Act, any modification to an existing constitution of a company requires shareholder approval by way of a special resolution (ie, at least 75% of the votes cast by FFG Shareholders entitled to vote on Resolution 1 must be in favour of that Resolution for it to be passed).

The proposed amendments to the Company’s constitution are clarifying amendments to enable:

• (a) FFG Shareholders to be deemed to have consented to be a shareholder of the body corporate whose shares are being distributed by FFG to FFG Shareholders (in the case of the In-Specie Distribution, being ICI) and agreed to be bound by that body corporate's constitution if the distribution is implemented (in the case of the In-Specie Distribution, being ICI's constitution);

• (b) the Company to sell the entitlements of any FFG Shareholders who are ineligible to participate in an in-specie distribution and account to them for the net proceeds; and

• (c) the Company and the Directors to act on behalf of FFG Shareholders in accepting transfer of those shares the subject of an in-specie distribution by FFG to FFG Shareholders (in the case of the In-Specie Distribution, being ICI Shares).

The Proposed Spin Out put to FFG Shareholders in Resolution 2 is conditional upon Resolution 1 being passed by FFG Shareholders.

6.2 Directors’ recommendation

The Board recommends that FFG Shareholders vote in favour of this Resolution. The reasons the Board makes this recommendation are that:

• (a) FFG's stated business plan of mentoring and assisting investee businesses to grow and to benefit from that in terms of capital growth and/or upon exit – such exit may be by way of spin-outs/demergers, such as the Proposed Spin Out; and

• (b) it considers the changes to the Company’s constitution are appropriate to facilitate the implementation of such spin-outs/demergers by way of inspecie distribution (including the In-Specie Distribution).

Other than as set out in Section 5 of this Notice of Meeting, none of the Directors have an interest in the outcome of this Resolution.

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7. ADDITIONAL INFORMATION RELATING TO RESOLUTION TWO – PROPOSED SPIN OUT

7.1 Introduction

As at the date of this Notice of Meeting, the Company's wholly owned subsidiary, Fatfish Internet, is the registered holder of 187,500,000 ICI Shares.

Subject to the passing of all Resolutions and to regulatory compliance, the Company intends to procure the transfer by Fatfish Internet of up to 93,750,000 ICI Shares (ie, approximately 50% of the 187,500,000 ICI Shares currently held by Fatfish Internet) to FFG and for FFG to then distribute those ICI Shares, by way of in-specie dividend, to FFG Shareholders as at the Record Date on a pro rata basis, so that once the InSpecie Distribution is made, Eligible FFG Shareholders will have a direct ownership interest in the Kensington Ventures and AppXplore businesses as owned and operated by ICI, as a standalone group.

The Proposed Spin Out put to FFG Shareholders in Resolution 2 is conditional upon Resolution 1 being passed by FFG Shareholders. Accordingly, if one or both Resolutions are not passed, then the In-Specie Distribution will not proceed.

7.2 Requirement for FFG Shareholder approval

In preparation for implementing the Proposed Spin Out, the Company has obtained in principle advice from the ASX which confirms that:

• (a) the ASX will not require the Company to meet the requirements of ASX Listing Rules 11.1.2 or 11.1.3 in relation to the Proposed Spin Out;

• (b) the ASX does not consider that the Proposed Spin Out constitutes a disposal of the Company's main undertaking for the purposes of ASX Listing Rule 11.2;

• (c) the ASX requires FFG Shareholders approve the Proposed Spin Out before ICI's listing on the ASX; and

• (d) the ASX requires FFG to implement the In-Specie Distribution within 6 months of ICI's admission to the Official List of the ASX.

Accordingly, although under the Corporations Act and the Company’s constitution, FFG Shareholder approval is not a pre-requisite to the declaration of the In-Specie Distribution or the satisfaction of the amount of that In-Specie Distribution, the Company is seeking FFG Shareholder approval for the Proposed Spin Out in order to comply with the ASX's requirements, and the In-Specie Distribution will only be declared and satisfied if all Resolutions are passed.

7.3

Corporations Act requirements

Under section 254T(1) of the Corporations Act, the Company must not declare a dividend unless:

• (a) the Company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the satisfaction of the dividend;

• (b) the declaration and satisfaction of the dividend is fair and reasonable to FFG Shareholders as a whole; and

• (c) the declaration and satisfaction of the dividend does not materially prejudice the Company’s ability to pay its creditors.

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After having carefully considered all of the circumstances, the Directors consider that:

• (d) the Company’s assets are expected to exceed its liabilities immediately before the In-Specie Distribution is declared and the excess is sufficient for the satisfaction of the In-Specie Distribution, having regard to the Company’s assets and liabilities as at the date of this Notice of Meeting, and the Directors' expectations in relation to the Company’s business in the period up to the declaration of the In-Specie Distribution;

• (e) in their opinion, the In-Specie Distribution is fair and reasonable to all FFG Shareholders, as it applies to all FFG Shareholders fairly as between them having regard to the number of FFG Shares held by each of them on the Record Date;

• (f) the Company has sufficient reserves to satisfy the proposed amount of the In-Specie Distribution without materially prejudicing the Company’s ability to pay its creditors.

7.4 Ineligible Overseas FFG Shareholders

As the In-Specie Distribution will be satisfied by the transfer of ICI Shares by FFG, the distribution and transfer of ICI Shares to FFG Shareholders will be subject to legal and regulatory requirements in those jurisdictions in which FFG Shareholders are resident.

Such requirements may restrict or prohibit the distribution of securities as proposed in Resolution 2 or may oblige FFG to prepare or register a prospectus or other similar disclosure document or impose other compliance obligations on FFG in jurisdictions outside of:

• (a) Australia and its external territories;

• (b) New Zealand;

• (c) Singapore; and

• (d) Malaysia.

If the Board decides that the potential compliance obligations of any particular jurisdiction (other than those 4 jurisdictions named above) impose an unreasonable burden on FFG, having regard to:

• (e) the number of FFG Shareholders in that jurisdiction;

• (f) the number of FFG Shares they hold;

• (g) the number of ICI Shares which would be transferred to them pursuant to the In-Specie Distribution; and

• (h) the time and cost of complying with the relevant legal and regulatory requirements in that jurisdiction,

then the ICI Shares to which the relevant overseas FFG Shareholder is entitled will not in fact be transferred to that FFG Shareholder (Ineligible Overseas FFG Shareholder) and instead will be sold by FFG (or a nominee appointed by FFG) on that Ineligible Overseas FFG Shareholder’s behalf as soon as practicable after the Distribution Date.

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FFG (or FFG's nominee, as applicable) will then account to that Ineligible Overseas FFG Shareholder for the net proceeds of sale (if any) after deducting the costs and expenses of the sale.

As the In-Specie Distribution is being satisfied by the distribution of ICI Shares by FFG and security prices may vary from time to time (assuming a liquid market is available), the net proceeds of sale to each such Ineligible Overseas FFG Shareholder may be more or less than the notional dollar value of the In-Specie Distribution.

It is the responsibility of each FFG Shareholder to comply with the laws to which they are subject in the jurisdictions in which they are resident.

7.5

In-Specie Distribution

The Company provides the following additional information to FFG Shareholders in relation to the In-Specie Distribution:

Record Date	The record date for the In-Specie Distribution is 7.00pm (Perth time) on 25 September 2015.
Ex-dividend Date	Trading in FFG Shares starts on an ex dividend basis on 23 September 2015 (Ex Date). If any investor buys FFG Shares on or after this date, they will not participate in the In-Specie Distribution.
Satisfaction of In- Specie Distribution	The proposed In-Specie Distribution will be satisfied by a transfer of ICI Shares by FFG to FFG Shareholders as at the Record Date.
Ratio	The number of ICI Shares to which an FFG Shareholder as at the Record Date is entitled under the In-Specie Distribution is explained in Section 4.2. The total number of ICI Shares to be distributed under the In- Specie Distribution would, in aggregate, represent approximately 50% of all ICI Shares held by FFG. In determining the number of ICI Shares that each FFG Shareholder will receive, fractional entitlements will be rounded up. Accordingly, taking into account the possible impact of rounding, it is anticipated that up to a maximum of 93,750,000 ICI Shares in aggregate will be distributed by FFG pursuant to the In-Specie Distribution.
FFG Optionholders	Holders of FFG Options will not be entitled to participate in the In-Specie Distribution. However, FFG Options may be exercised (subject to meeting their respective exercise criteria) prior to the Record Date to enable participation in the In-Specie Distribution. To be entitled to receive ICI Shares under the In-Specie Distribution in respect of FFG Shares issued pursuant to exercise of FFG Options, FFG Optionholders need to exercise their FFG Options by the Ex Date (ie, 23 September

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	2015).
Escrow of certain ICI Shares the subject of the In-Specie Distribution	ICI has obtained in principle advice from the ASX which confirms that: a. ICI Shares distributed to related parties or promoters of FFG or ICI will be held in escrow from the Distribution Date until 24 months after ICI's listing on the ASX; b. ICI Shares distributed to FFG Shareholders who are not related parties or promoters of FFG or ICI, but whose FFG Shares are subject to escrow restrictions, will be held in escrow from the Distribution Date until the end of the escrow period applicable to their FFG Shares; and c. ICI Shares distributed to persons other than those referred to in (a) and (b) above will not be subject to escrow restrictions. Based on the number of FFG Shares on issue and the FFG Shareholdings held as at the date of this Notice, it is currently expected that: • approximately 63.4 million ICI Shares distributed under the In-Specie Distribution will be subject to escrow restrictions until 24 months after ICI's ASX listing, either in compliance with the requirements referred to in (a) and (b) above and/or on a voluntary basis, subject to finalisation of the terms of the voluntary escrow; and • approximately 30.3 million ICI Shares distributed under the In-Specie Distribution will fall within category (c) and, accordingly, will not be subject to any escrow restrictions. ICI will announce to the ASX full details (quantity and duration) of the ICI Shares and ICI Options required to be held in escrow prior to ICI being admitted to the Official List of the ASX.
Distribution Date	See Section 1.2 above.

7.6 Directors’ recommendation

Dato' Larry Nyap Liou Gan and Mr Jeffrey Tan recommend that FFG Shareholders vote in favour of this Resolution. They make this recommendation for the following reasons:

• (a) the Company’s ability to pay its creditors will not be prejudiced as the Company will retain sufficient cash reserves and debt facilities;

• (b) after having carefully considered all of the circumstances, they consider the Proposed Spin Out to be in the best interests of the Company and FFG Shareholders; and

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• (c) they are of the opinion that the advantages of the Proposed Spin Out outweigh the disadvantages, all as set out in further detail in Section 2 of this Notice of Meeting.

Other than as FFG Shareholders (see Section 5 of this Notice of Meeting), none of the Directors other than Mr Kin Wai Lau and Mr Donald Low have an interest in the outcome of this Resolution. Both Mr Lau and Mr Low are non-executive directors of ICI and, as such, they are considered to be associates of ICI.

8. TAXATION

8.1 Introduction

This Section 8 contains a general outline of the taxation implications for certain FFG Shareholders that are tax resident in Australia and participate in the In-Specie Distribution.

This does not constitute tax, financial or any other form of advice which may be relied upon. This document does not take into account FFG Shareholders’ individual circumstances, investment objectives, financial situation or specific needs. Accordingly, all FFG Shareholders should obtain their own independent taxation and financial advice regarding the taxation, financial and other implications of participating in the In-Specie Distribution given the particular circumstances which apply to them.

This document is not a complete analysis of all taxation laws which may apply in relation to the In-Specie Distribution for FFG Shareholders. Different rules are likely apply to certain FFG Shareholders, such as non-resident FFG Shareholders and FFG Shareholders who hold their FFG Shares as trading stock. This document does not address these matters in any detail.

8.2 Australian tax consequences of In-Specie Distribution of ICI Shares by FFG to FFG Shareholders

Set out below is a general outline of the general Australian taxation implications in relation to the demerger for participating FFG Shareholders who are tax residents of Australia and hold their FFG Shares on capital account (as post-CGT shares).

(a) ATO ruling

FFG is currently in the process of applying to the Commissioner of Taxation for a ruling confirming whether demerger tax relief applies to the In-Specie Distribution of the ICI Shares by FFG to FFG Shareholders.

The ruling is primarily intended to confirm:

• (i) whether any demerger dividend received by FFG Shareholders will be assessable to FFG Shareholders;

• (ii) how the cost base of the ICI Shares (distributed to FFG Shareholders) may be allocated (between FFG Shares and ICI Shares); and

• (iii) that the Commissioner will not seek to apply any anti-avoidance rules to the demerger.

FFG will advise FFG Shareholders when it receives the ruling from the Commissioner.

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Set out below are the general implications for participating FFG shareholders where demerger tax relief applies and where demerger tax relief does not apply.

(b) If demerger tax relief is not available

If the Commissioner rules that demerger tax relief is not available to the participating FFG Shareholders, FFG Shareholders will be assessable on the market value of the ICI Shares distributed to them as if they had received an unfranked dividend equivalent to that amount. Participating FFG Shareholders would be required to include this income in their tax return for the financial year ending 30 June 2016.

Participating FFG Shareholders will be treated as having acquired the ICI Shares on the Distribution Date for the market value of the ICI Shares at that time for the purposes of determining the availability of the CGT discount to any subsequent disposal of the ICI Shares.

(c) If demerger tax relief is available

If the Commissioner rules that demerger tax relief is available to the participating FFG Shareholders and does not seek to apply any antiavoidance provisions, participating FFG Shareholders will not be assessable on the ICI Shares distributed to them.

Participating FFG Shareholders must apportion the tax cost base of their FFG Shares just before the demerger between the FFG Shares and the (demerged) ICI Shares held just after the demerger. The first element of the tax cost base of each FFG Share and corresponding ICI Share held by an FFG Shareholder immediately after the demerger will be determined as follows:

• (i) calculate the total of the cost base of the FFG Shares held (worked out just before the demerger);

• (ii) apportion the result of the above calculation between the FFG Shares and (demerged) ICI Shares held just after the demerger, having regard to the market values just after the demerger of the shares.

FFG will provide FFG Shareholders with information to assist them in determining the respective cost bases of their FFG Shares and ICI Shares if demerger relief is available.

FFG Shareholders will be treated as having acquired the (demerged) ICI Shares on the same date as their FFG Shares for the purpose of determining the availability of the CGT discount to any subsequent disposal of the ICI Shares.

8.3 Stamp duty

Participating FFG Shareholders will not be subject to stamp duty in respect of the transfer of the ICI Shares to them under the In-Specie Distribution.

8.4 GST

The transfer of the ICI Shares to participating FFG Shareholders under the In-Specie Distribution will not be subject to GST in Australia.

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GLOSSARY

$ means Australian dollars.

AppXplore or Appxplore means AppXplore (M) Sdn. Bhd. (registered in Malaysia, company registration number 926043-M).

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

ATO means Australian Taxation Office.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting.

Company or FFG means Fatfish Internet Group Limited (ACN 004 080 460).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Distribution Date means the date on which the In-Specie Distribution is implemented and satisfied.

Eligible FFG Shareholders means an FFG Shareholder recorded in the Company’s register of members on the Record Date, other than Ineligible Overseas FFG Shareholders.

Ex Date means Wednesday 23 September 2015.

Explanatory Statement means the explanatory statement accompanying the Notice.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

Fatfish Internet means Fatfish Internet Pte Ltd (a company incorporated in Singapore, company registration number 201309336H).

Fatfish Medialab means Fatfish Medialab Pte Ltd, a company incorporated in Singapore.

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

FFG Shareholder means a registered holder of an FFG Share.

High Joyful means High Joyful International Ltd (a company incorporated in the British Virgin Islands).

ICI means iCandy Interactive Limited (ACN 604 871 712).

ICI Group means ICI and its subsidiaries.

ICI Option means an option to subscribe for an ICI Share.

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ICI Prospectus means the replacement prospectus issued by ICI on 17 July 2015 (as may be amended or supplemented).

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

ICI Shareholder means a registered holder of an ICI Share.

In-Specie Distribution has the meaning given to that term in Section 1.1 of this Notice.

Ineligible Overseas FFG Shareholders has the meaning given to that term in Section 7.4 of this Notice.

Kensington Ventures means Kensington Ventures Pte Ltd (a company incorporated in Singapore).

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Perth time means the time in Perth, Western Australia.

Proposed Spin Out has the meaning given to that term in Section 1.1 of this Notice.

Proxy Form means the proxy form accompanying the Notice.

Record Date means 7.00pm (AEST) on 25 September 2015.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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PROXY FORM

FATFISH INTERNET GROUP LTD ACN 004 080 460

EXTRAORDINARY GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10am Perth time on 18 September 2015 at Level 4 Boardroom, The Read Buildings, 16 Milligan Street, Perth WA 6000, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1	AMENDMENTS TO THE COMPANY'S CONSTITUTION
Resolution 2	PROPOSED SPIN OUT

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

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Instructions for completing Proxy Form

1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

(Signing instructions):

• (Individual): Where the holding is in one name, the Shareholder must sign.

• (Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.

• (Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Fatfish Internet Group Ltd, Level 2, 395 Collins St, Melbourne VIC 3000; or

• (b) facsimile to the Company on facsimile number +61 3 9833 7063; or

• (c) email to the Company at dhlow@fatfishgroup.com,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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