HARRIS TECHNOLOGY GROUP LIMITED — Capital/Financing Update 2014

Apr 8, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SHOPLY LIMITED

ABN

93 085 545 973

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Fully paid ordinary shares 2. Options to acquire fully paid ordinary shares, exercisable at $0.035 each on or before 31 July2015(Options)
	1. 60,000,000 ordinary shares under a renounceable rights issue on a 1 for 5 basis as announced on 4 March 2014 (Rights IssueorRights Issue Offer). 2. 30,000,016 Options, being one free attaching Option for every two new shares issued under the Rights Issue, with fractional entitlements to Options rounded up to the nearest whole Option.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1. The terms of the shares issued under the Rights Issue will be equivalent to those of existing fully paid ordinary shares. 2. Each Option entitles the holder to subscribe for one fully paid ordinary share in the Company at the exercise price of $0.035. The Options are exercisable up until 5.00pm (AEST) on 31 July 2015 (Expiry Date). Any Options not exercised on or before the Expiry Date will automatically lapse.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the[+] securities rank equally 1. The fully paid ordinary shares issued under in all respects from the[+] issue the Rights Issue will rank equally with date with an existing[+] class of existing ordinary shares on issue. quoted[+] securities? 2. The Options will not rank equally with the If the additional[+] securities do existing class of quoted options, in that they carry a different exercise price and expiry not rank equally, please state:  the date from which they do date. However, shares issued on exercise of  the extent to which they the Options will rank equally with all other ordinary shares then on issue in the participate for the next Company. dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 1. The fully paid ordinary shares will be issued at $0.03 per share. 2. The Options are issued for nil consideration. 6 Purpose of the issue Shoply is making the Rights Issue Offer to raise (If issued as consideration for funds. After payment of the costs and expenses the acquisition of assets, clearly of the Rights Issue Offer, the proceeds from the identify those assets) Rights Issue will firstly be used to fund Shoply’s acquisition of the assets of Your Home Depot Pty Ltd as announced to the market on 17 February 2014. Any remaining funds will be applied to Shoply’s working capital requirements. 6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 12 December 2013 resolution under rule 7.1A was passed 6c Number of[+] securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued N/A with security holder approval under rule 7.1A

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A	N/A
	1. 60,000,000 ordinary shares; and 2.30,000,016 Options
	N/A
	N/A
	See Annexure 1
	9 April 2014
	Number	+Class
	398,526,635 30,000,016 123,401,708	Fully paid ordinary shares Options to acquire fully paid ordinary shares exercisable at $0.035 on or before 31 July 2015 Options to acquire fully paid ordinary shares exercisable at $0.015 on or before 30 June 2014

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	1,600,000 1,000,000 666,666 666,667 666,667 666,666 666,667 666,667 5,000,000	Unlisted options exercisable at $0.10 on or before 30 April 2015 Unlisted options exercisable at $0.10 on or before 8 December 2015 Unlisted options exercisable at $0.015 at any time between 6 January 2015 and 6 January 2018 Unlisted options exercisable at $0.015 at any time between 6 January 2016 and 6 January 2019 Unlisted options exercisable at $0.015 at any time between 6 January 2017 and 6 January 2020 Unlisted options exercisable at $0.025 at any time between 6 January 2015 and 6 January 2018 Unlisted options exercisable at $0.025 at any time between 6 January 2016 and 6 January 2019 Unlisted options exercisable at $0.025 at any time between 6 January 2017 and 6 January 2020 Unlisted options exercisable at $0.02 on or before 31 December 2017

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1. The fully paid ordinary shares rank equally and are on the same basis as all other fully paid ordinary shares in the Company. 2. The Options do not carry a right to dividends; the underlying shares issued upon the exercise of the Options will carry the same rights to dividends as allothershares on issue.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No, shareholder approval was not required for the Rights Issue.
	Renounceable
	1. One new share was offered for every five existing shares held by an eligible shareholder as at the relevant record date. 2. One free attaching Option was issued for every two new shares subscribed under the Rights Issue.
	Fully paid ordinary shares and Options will be issued under the Rights Issue. Entitlements will be calculated on the basis of ordinary sharesheld as at therecord date.
	7:00pm (AEDT) on Tuesday 18 March 2014
	No
	Any fractional entitlements to a security will be rounded up to the nearest whole security.
	All countries other than Australia and New Zealand
	5.00pm (AEDT) Wednesday 2 April 2014

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Patersons Securities Limited (ABN 69 008 896 311)
	$108,000 exclusive of GST (6.0%, exclusive of GST, of the underwritten amount, being $1,800,000)
	Patersons Securities Limited (ABN 69 008 896 311)
	Corporate advisory fee of $40,000 exclusive of GST
	Nil
	N/A
	Wednesday 19 March 2014
	7 March 2014
	Wednesday 12 March 2014
	Wednesday 26 March 2014
	Security holders should follow the instructions headed “Sale of your Entitlement in full by your Stockbroker/Agent” on the back of the Entitlement and Acceptance Form accompanying the prospectus.
	Security holders should follow the instructions headed “Sale of your Entitlement in part by your Stockbroker/Agent and acceptance of the balance” on the back of the Entitlement and Acceptance Form accompanying the prospectus.

To take up the remaining part of their entitlements, security holders should ensure that their stockbroker arranges for the completed Entitlement and Acceptance Form together with the requisite application monies to reach the share registry by 5.00pm AEDT on Wednesday 2 April 2014.

32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Security holders should forward a completed standard renunciation form (which can be obtained from their stockbroker or the share registry) signed by the security holder (as the seller) and the buyer by not later than 5.00pm AEDT on Wednesday 26 March 2014. The security holder’s Entitlement and Acceptance Form, to be completed by the buyer, together with the buyer’s application monies should reach the share registry by not later than 5.00pm AEDT on Wednesday 2 April 2014.
	Initially expected to be Thursday 10 April 2014; actual issue dateis 9April 2014

Part 3 - Quotation of securities

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

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

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

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

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

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

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

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

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

SOPHIE KARZIS Company Secretary 9 April 2014

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid[+] ordinary 207,901,921 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: 958,538 shares on 11 November 2013

• • Number of fully paid[+] ordinary securities issued in that 12 month period under an 31,185,288 shares on 15 October 2013 exception in rule 7.2 1,010,000 shares on 11 February 2014

• • Number of fully paid[+] ordinary securities 10,469,208 shares on 7 March 2014

• issued in that 12 month period with shareholder approval 25,786,346 shares on 17 March 2014

• • Number of partly paid[+] ordinary 1,215,334 shares on 8 April 2014 securities that became fully paid in that 60,000,000 shares on 9 April 2014 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

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

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

subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
Subtractthe number of fully paid+ordinary	Nil
securities cancelled during that 12 month
period
“A”	338,526,635
Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	50,778,995

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not_ counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	34,847,504shares on 10 March 2014
“C”	34,847,504
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	50,778,995
Subtract“C” Note: number must be same as shown in Step 3	34,847,504
Total[“A” x 0.15] – “C”	15,931,491 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated	Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”	338,526,635
Note: number must be same as shown in Step 1
of Part 1
Step 2: Calculate 10% of “A”
“D”	0.10
	Note: this value cannot be changed
Multiply“A” by 0.10	33,852,664
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already
been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month	25,152,496shares on 10 March 2014
period under rule 7.1A
Notes:
• This applies to equity securities – not just
ordinary securities
• Include here – if applicable – the securities
the subject of the Appendix 3B to which this
form is annexed
• Do not include equity securities issued under
rule 7.1 (they must be dealt with in Part 1),
or for which specific security holder approval
has been obtained
• It may be useful to set out issues of
securities on different dates as separate line
items

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	338,526,635
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	33,852,664
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	25,152,496shares on 10 March 2014
“E”	25,152,496
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	33,852,664
Subtract“E” Note: number must be same as shown in Step 3	25,152,496
Total[“A” x 0.10] – “E”	8,700,168 Note: this is the remaining placement capacity under rule 7.1A

==> picture [148 x 35] intentionally omitted <==

SHOPLY LIMITED

LISTED OPTION CLASS EXP 31/07/15 @$0.035 As of 09 Apr 2014

Top Holders Snapshot - Ungrouped

Composition : OP1

Rank	Name	Address	Units	% of Units
1.	NUTSVILLE PTY LTD A/C>		3,738,065	12.46
2.	SANCOAST PTY LTD		1,401,775	4.67
3.	PATICOA NOMINEES PTY LTD		1,246,020	4.15
	MRS JACLYN STOJANOVSKI + MR CHRIS RETZOS
4.	+ MRS SUSIE RETZOS <RETZOS EXECUTIVE S/F		1,175,000	3.92
	A/C>
5.	L X X X I X PTY LTD		1,121,420	3.74
6.	KIRZY PTY LTD		1,034,515	3.45
7.	SOMNUS PTY LTD A/C>		1,034,515	3.45
8.	MR PAUL HART + MRS ANNA CARINA HART HART FAMILY S/FND A/C>		747,615	2.49
9.	BALARELLI PTY LTD		623,010	2.08
10.	MRS SARAH KAY DALY		623,010	2.08
11.	MR CRISTIANO NICOLLI + MR JOHN DU BOIS		623,010	2.08
12.	SAM GOULOPOULOS PTY LTD F/SUPER A/C>		500,000	1.67
13.	MR DEAN ROBERT STARKIE		500,000	1.67
14.	T E & J PASIAS PTY LTD		500,000	1.67

Page 1 of 2

Rank	Name	Address	Units	% of Units
15.	MR TERRENCE JOHN WILLIAMS + MRS WENDY WILLIAMS		500,000	1.67
16.	MORSHEAD PTY LTD		373,805	1.25
17.	DISCOVERY CAPITAL LIMITED		350,000	1.17
18.	PRATTENVILLE PASTORAL CO PTY LTD PASTORAL CO S/F A/C>		350,000	1.17
19.	MR STEPHEN JAMES TUFFIN + MRS CHARMAINE PHILOMENA TUFFIN		350,000	1.17
20.	PERSHING AUSTRALIA NOMINEES PTY LTD		342,656	1.14
Totals:	Top 20 holders of LISTED OPTION CLASS EXP	31/07/15 @$0.035	17,134,416	57.11
Total Remaining Holders Balance			12,865,600	42.89

Page 2 of 2

==> picture [135 x 35] intentionally omitted <==

SHOPLY LIMITED		LISTED OPTION CLASS EXP 31/07/15 @$0.035 As of 09 Apr 2014	LISTED OPTION CLASS EXP 31/07/15 @$0.035 As of 09 Apr 2014	LISTED OPTION CLASS EXP 31/07/15 @$0.035 As of 09 Apr 2014
Range of Units Snapshot				Composition : OP1
	Range	Total holders	Units	% of Issued Capital
	1 - 1,000	49	13,269	0.04
	1,001 - 5,000	90	243,770	0.81
	5,001 - 10,000	32	279,381	0.93
	10,001 - 100,000	71	3,858,581	12.86
	100,001 - 9,999,999,999	62	25,605,015	85.35
	Rounding			0.01
	Total	304	30,000,016	100.00

Page 1 of 1