HARRIS TECHNOLOGY GROUP LIMITED — Capital/Financing Update 2014

Mar 6, 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. Shoply will issue up to 60,211,149 fully paid ordinary shares under a pro-rata renounceable rights issue on a 1 for 5 basis as announced to ASX on 4 March 2014 (Rights IssueorRights Issue Offer). The Rights Issue is underwritten up to $1,800,000, and the exact number of shares to be issued under the Rights Issue is not known at the date of this Appendix 3B as it will depend on the level of subscription from shareholders, and Shoply’s ability to place any remaining shortfall after close of the Rights Issue Offer. 2. Shoply will issue up to 30,105,575 Options, being one free attaching Option for every two new shares issued under the Rights Issue. The exact number of Options to be issued under the Rights Issue is not known at the date of this Appendix 3B as it will depend on the number of shares issued under the Rights Issue Offer and any subsequent shortfall placement.

• See chapter 19 for defined terms.

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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) 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity 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	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.
	1. The fully paid ordinary shares issued under the Rights Issue will rank equally with existing ordinary shares on issue. 2. The Options will not rank equally with the existing class of quoted options, in that they carry a different exercise price and expiry date. However, shares issued on exercise of the Options will rank equally with all other ordinary shares then on issue in the Company.
	1. The fully paid ordinary shares will be issued at $0.03 per share. 2. The Options areissuedfor nilconsideration.
	Shoply is making the Rights Issue Offer to raise funds. After payment of the costs and expenses of the Rights Issue Offer, the proceeds from the 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.
	Yes

6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, 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	12 December 2013
	N/A
	N/A
	N/A
	1. Approximately 60,211,149 fully paid ordinary shares (the exact number of shares to be issued under the Rights Issue is not known at the date of this Appendix 3B as it will depend on the number of shares on issue at the record date, the level of subscription from shareholders, and Shoply’s ability to place any remaining shortfall after close of the Rights Issue Offer). 2. Approximately 30,105,575 Options (the exact number of Options to be issued under the Rights Issue is not known at the date of this Appendix 3B as it will depend on the number of shares issued under the Rights Issue Offer and any subsequent shortfall placement).
	N/A
	N/A

• See chapter 19 for defined terms.

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• 6i Calculate the entity’s remaining See Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates Anticipated to be 10 April 2014 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.

Number +Class 8 Number and +class of all Assuming that the maximum Fully paid +securities quoted on ASX number of shares offered ordinary ( including the +securities in under the Rights Issue is shares section 2 if applicable) issued, and that no options are exercised prior to the record date, and that the shares under the proposed placement (as announced to the market on 4 March 2014) are issued prior to the record date of the Rights Issue, there will be 361,266,896 shares on issue after completion of the Rights Issue. Assuming that the maximum Options to number of shares offered acquire fully under the Rights Issue is paid ordinary issued, and that no options shares are exercised prior to the exercisable at record date, and that the $0.035 on or shares under the proposed before 31 July placement (as announced to 2015 the market 4 March 2014) are issued prior to the record date of the rights issue, there will be 30,105,575 Options exercisable at $0.035 on or before 31 July 2015 on issue after completion of the Rights Issue. Options to 160,872,596 acquire fully paid ordinary shares exercisable at $0.015 on or before 30 June 2014

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

• See chapter 19 for defined terms.

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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 is not required for the Rights Issue.
	Renounceable
	1. One new share will be offered for every five existing shares held by an eligible shareholder as at the relevant record date. 2. One free attaching Option will be 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 share will be rounded up to the nearest whole share.
	All countries other than Australia and New Zealand
	5.00pm (AEDT) Wednesday 2 April 2014

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.

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	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.
	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.
	Expected to be Thursday10 April 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.

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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 N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A 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 N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 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 7 March 2014

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A 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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	207,901,921
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – 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	958,538shares on 11 November 2013 31,185,288shares on 15 October 2013 1,010,000shares on 11 February 2014
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	241,055,747

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	36,158,362
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that
has already been used
Insertnumber of+equity securities issued or	Nil
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

has already been used
Insertnumber of+equity securities issued or	Nil
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
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15	36,158,362
Note: number must be same as shown in Step 2

capacity under rule 7.1
“A” x 0.15	36,158,362
Note: number must be same as shown in Step 2
Subtract“C”	0
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	36,158,362
	[Note: this is the remaining placement capacity
	under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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	241,055,747
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	24,105,574
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	0
“E”	0
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	24,105,574
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	24,105,574 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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