GRATIFII LIMITED — Capital/Financing Update 2017

Oct 15, 2017

12 OCTOBER 2017

ASX ANNOUNCEMENT

MOBECOM LIMITED (ASX: MBM) PRE-QUOTATION DISCLOSURE NOTICE

The following information is required to be provided to ASX Limited (ASX) for release to the market in connection with the re-admission to the official list of, and official quotation of, fully paid ordinary shares in Mobecom Limited (Company).

Unless otherwise defined, capitalised terms used in this notice have the meaning given to them in the replacement prospectus dated 19 July 2017 (Prospectus).

Close of the Offer under the Prospectus 1.

The Company confirms that the Investor Offer under the Prospectus has closed and that 25,556,000 Shares were issued with respect to the Investor Offer at an issue price of \$0.20 per Share.

2. Confirmation of close of Share Sale Agreement

The Company confirms that the share sale agreement dated 18 November 2016 (as varied on 7 June 2017) between the Company, CSB Engage and the CSB Engage Vendors with respect to the acquisition of 100% of the issued capital in CSB Engage by the Company (SSA), closed on 11 October 2017, and all conditions precedent to the close of the SSA were satisfied (without waiver).

As part of the close of the SSA, the Company confirms that that each of Neil Joseph, Todd Ruppert, David Fisher and Rod Walker have been appointed, and that each of Sir Warwick Andrew, Mandeep Bhandari and Neil Herbert have resigned, as a director of the Company effective on and from the financial close of the transaction contemplated under the SSA on 11 October 2017.

Confirmation of Issue of securities $3.$

The Company confirms that following the satisfaction of the conditions precedent to the Offer, the following securities were issued on 11 October 2017:

• 112,451,788 Shares to the CSB Engage Vendors and their nominees. $(a)$
• 25,556,000 Shares to investors under the Investor Offer; $(b)$
• 297,619 Shares and 4,980,499 options to the Promoter (PAC Partners Pty Ltd) under the $(c)$ Promoter Offer;
• 2,921,485 Shares to certain Directors and staff (including to certain nominees) in satisfaction of $(d)$ amounts owed to each person under the Staff Offer;
• 1,150,000 Shares to Sir Warwick Andrew, Neil Herbert and Kempson Capital (including to certain $(e)$ nominees) under the Conversion Offer; and
• 5,700,000 options to the Management Group (including to certain nominees) under the $(f)$ Performance Offer.

Confirmation of redemption of Convertible Notes 4.

The Company confirms that redemption of the Convertible Notes held by Kempson Capital, Sir Warwick Andrew and Neil Herbert, as referred to in section 7.7 of the Prospectus, occurred on 11 October 2017.

5. Confirmation of termination of convertible equities

The Company confirms that the convertible equities held by:

Marley Holdings Pty Ltd (ACN 051 913 387) as trustee for the Maloney Family Trust (ABN 66 272 $(a)$ 139 925) in respect of the agreement with CSB Engage executed on 18 April 2016, as set out in section 10.3(b) of the Prospectus; and

$(b)$ Mark Neal Barnard in respect of a loan agreement made in July 2014, as set out in section 10.3(f) of the Prospectus,

have been terminated.

6. Confirmation in relation to certain debts

• $(a)$ The Company confirms that Neil Joseph has agreed to vary the terms of the Joseph Loan Agreement (as set out in section 10.3(e) of the Prospectus), such that any amounts payable under that agreement will not be due and payable earlier than 56 weeks after the date of readmission of the Company.
• $(b)$ The Company confirms that on 11 October 2017, it repaid the loan from the Four Elements PCC - Peak XV Venture Fund (in liquidation) to its fully owned subsidiary, CSB Engage Pte Ltd. The total amount of the repayment made was US\$731,719.00, and the payment was made to the liquidator of the Four Elements PCC - Peak XV Venture Fund (in liquidation). Mr Yuvrai Thacoor.

7. No impediments

The Company confirms that there are no legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus.

8. Issue date, despatch date and refunds

The Shares and unquoted options were issued to applicants under the Offers on 11 October 2017. The Company confirms that CHESS allotment notices and issuer sponsored holding statements were despatched on 11 October 2017.

No refund of funds to investors were required or despatched.

9. Distribution Schedule

A distribution schedule setting out the numbers of holders of Shares and options in each of the following categories is provided below:

Holdings Ranges	Holders	Total Shares	%
1-1.000	182	64,183	0.039
1,001-5,000	233	535,945	0.323
5,001-10,000	101	816,780	0.492
10,001-100,000	222	8,788,590	5.294
100,001-99,999,999,999	$-135$	155,811,121	93.853
Totals	873	166,016,619	100.000

10. Statement of 20 largest holders

A statement setting out the names of the 20 largest holders of each class of securities to be quoted, including the number and percentage of each class of securities held by those holders, is provided below:

Holder Name	Shares	%
HOTAZEL HOLDINGS PTY LTD	27,358,272	16.479%
MR CHRISTOPHER LISTER LAWRANCE	19,172,424	11.548%
MS AUBREY JOHN SONNENBERG	12,472,992	7.513%
MARLEY HOLDINGS PTY LTD	10,351,451	6.235%
WHATSNXT PTE LTD	9,669,763	5.825%
MR WILLIAM PATRICK PITCHER	6,081,986	3.663%

MR SEAN ROBERT SMITH	3,502,992	2.110%
PAMELA VAN ZYL & BRENDA IRIS TRIPP	2,569,044	1.547%
MR ROBERT TODD RUPPERT	2,500,000	1.506%
M COLE PTY LTD	2,500,000	1.506%
MR CONSTANTINE EMIL VRISAKIS & MRS DESPINA VRISAKI	2,039,286	1.228%
MR MARK NEAL BARNARD	1,918,767	1.156%
ROY SUGARMAN	1,902,343	1.146%
LOMACOTT PTY LTD	1,892,289	1.140%
WESTBOURNE SERVICES LTD	1,663,844	1.002%
MR WARWICK JOHN ANDREW	1,631,522	0.983%
MR BENJAMIN DAVID KIRKPATRICK	1,535,875	0.925%
BMYG AUST IPO TRANCHE 2 A/C	1,500,000	0.904%
CAMBRIAN LIMITED	1,118,585	0.674%
ARENA INVESTMENT GROUP PTY LTD	1,000,000	0.602%
MR ROD WALKER	1,000,000	0.602%
Total Securities of Top 20 Holdings	113,381,435	68.295%
Total of Securities	166,016,619

moberom

11. Statement confirming issue of securities

The Company confirms the issue of the securities referred to in resolution 3 above and the redemption of the convertible notes referred to in resolution 4 above.

12. Statement of securities subject to ASX restrictions

The Company confirms that the securities subject to ASX restrictions and the restriction period applied to those securities are as follows:

Type of security	No. of holders	No. Securities
Fully Paid Ordinary Shares ASX Escrowed 12 Months from Date of Issue	19	16,210,480
Fully Paid Ordinary Shares ASX Escrowed 24 Months from Official Quotation	19	79,698,415
Options ASX Escrowed 24 Months from Official Quotation		10,795,499

13. Further confirmations

$(a)$

The Company also confirms that:

there have been no material subsequent events to alter the Company's consolidated pro forma statement of financial position as detailed in the Prospectus; and

the Company is in compliance with Listing Rule 3.1. $(b)$

14. Additional Information for Provision to the Market

The Company has separately provided ASX with copies of the following documents:

confirmation from Boardroom Pty Ltd that the Company has received cleared funds for the $(a)$ complete amount of the issue price of every security issued to every successful applicant for

securities under the Investor Offer under the Prospectus:

• $(b)$ confirmation from Boardroom Pty Ltd under ASX Settlement Operating Rule 8.9.1 that CHESS Holding Notification statements and Issuer Sponsored Holding statements were despatched on 11 October 2017 to all CHESS holders and Issuer Sponsored Holders who participated in the Offers:
• $(c)$ copies of restriction agreements entered into by the Company and certain shareholders, together with undertakings provided by Boardroom Pty Ltd in relation to the restricted securities of the Company;
• $(d)$ an updated Investigating Accountant's Report in light of the revised pro-forma statement of financial position in the Second Supplementary Prospectus dated 16 August 2017;
• $(e)$ the Company's Appendix 1A and Information Form and Checklist;
• $(f)$ the Company's Prospectus:
• $(g)$ audited accounts for CSB Engage for the full years ended 30 June 2015, 30 June 2016 and 30 June 2017, and reviewed accounts for the half year ended 31 December 2016;
• $(h)$ the Company's Constitution;
• $(i)$ the Company's securities trading policy;
• $(j)$ the Company's Employee Incentive Option Plan; and
• $(k)$ the full terms and conditions of the options to the Promoter under the Promoter Offer.

Signed for and on behalf of the Board

Neil Joseph Chief Executive Officer