HARRIS TECHNOLOGY GROUP LIMITED — Share Issue/Capital Change 2012

May 15, 2012

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ADEFFECTIVE LIMITED

(ASX: ABN)

ASX and Media Release

16 May 2012

Cleansing Prospectus

AdEffective Limited (the Company ) advises that the Company has today lodged the attached cleansing prospectus dated 16 May 2012 ( Cleansing Prospectus ) with the Australian Securities and Investments Commission.

The primary purpose of the Cleansing Prospectus is not to raise capital; instead the Cleansing Prospectus is being issued primarily to satisfy compliance requirements and in particular to remove any secondary sale restrictions attached to 15,000,000 listed options issued on 15 May 2012 ( Conversion Options ) as part consideration to lenders of convertible loans to the Company ( Lenders ).

Secondary sale restrictions attaching to Conversion Options

In accordance with convertible loan agreements entered into between the Lenders and the Company, the terms of which are disclosed in the Company’s Rights Issue Prospectus dated 2 March 2012, the Lenders were issued with the Conversion Options on 15 May 2012.

The Conversion Options were issued without disclosure to the Lenders, who are Exempt Offerees (within the definition of that term in the Corporations Act 2001 (Cth) (the Corporations Act )), under Part 6D.2 of the Corporations Act.

A ‘cleansing notice’ under section 708A(5)(e) of the Corporations Act has not been, and will not be lodged with ASX within 5 days of the issue of the Conversion Options. The Company is unable to lodge a ‘cleansing notice’ as the Conversion Options are not in a class of securities that were quoted on the ASX in the three months before the day on which the Conversion Options were issued, as required by section 708A(5)(a).

A prospectus is therefore required under the Corporations Act to enable the Lenders who were issued with the Conversion Options to on-sell those Conversion Options within 12 months of their issue.

Accordingly, this Prospectus is being issued to satisfy compliance requirements, and particularly to remove any secondary sale restrictions attached to the Conversion Options and facilitate future secondary trading of those options in accordance with section 708A(11)(b) of the Corporations Act.

LEVEL 3 NO. 1 COLLINS STREET MELBOURNE VICTORIA 3000 AUSTRALIA ACN 085 545 973 T+ 61 3 9665 0403 Website: www.adeffective.com.au Email: info@adeffective.com.au

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The Company did not issue the Conversion Options with the purpose of the persons to whom they were issued selling or transferring the Conversion Options, or granting, issuing or transferring interests in the Conversion Options within 12 months of their issue, but this Cleansing Prospectus provides them the ability to do so should they so wish.

Offer of 10 New Options

This Cleansing Prospectus has also been issued to provide information on the Offer of 10 options at an issue price of A$0.015 to raise A$0.15.

In the interests of clarity, the Cleansing Prospectus does not represent a new equity fund raising process undertaken by the Company.

-End

For further information, please contact:

Damian London

Chief Executive Officer

E: damian.london@adeffective.com T: + 61 3 9863 9742 M: + 61 419 329 615

About AdEffective Limited

AdEffective is an online advertising business that provides Publishers and Publisher Networks with enhanced search advertising exposure to increase their rate of return on advertising.

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ADEFFECTIVE LIMITED

ACN 085 545 973

PROSPECTUS

This Prospectus has been issued to facilitate the secondary trading of 15 million Conversion Options. It has also been issued to provide information on the Offer of 10 New Options at an issue price of A$0.015 to raise A$0.15.

IMPORTANT NOTICE

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). This Prospectus does not, itself, contain all the information that is generally required to be set out in a document of this type, but refers to other documents, the information of which is deemed to be incorporated into this Prospectus.

This Prospectus and any such incorporated documents should be read in their entirety before deciding whether to apply for New Options. If you have any queries about any part of the Prospectus, please contact your professional adviser without delay. The underlying Shares the subject of the New Options offered by this Prospectus should be considered speculative.

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IMPORTANT INFORMATION

This Prospectus is dated 16 May 2012 and was lodged with ASIC on that date. Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of this Prospectus.

The New Options offered under this Prospectus will not be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. An application will be made to ASX within 7 days after the date of this Prospectus for the quotation of the New Options the subject of this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe the requirements of these laws. Non-observance by such persons may violate securities laws. Any recipient of this Prospectus residing outside Australia and New Zealand should consult their professional advisers on requisite formalities.

In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is issued pursuant to section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all information that is generally required to be included in a document of this type. Refer to section 3 for details of the information deemed to be incorporated into this Prospectus by reference.

This document is important and it should be read in its entirety along with all information that is deemed to be incorporated. The underlying Shares the subject of the New Options to be issued pursuant to this Prospectus should be viewed as a speculative investment and investors should refer to the Risk Factors affecting the Company set out in section 4. Investors should consult their stockbroker, solicitor, accountant or other professional adviser if necessary. No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied upon as having been authorised by the Directors.

A copy of this Prospectus can be downloaded from the Company's website at www.adeffective.com.au. The offer constituted by an electronic version of this Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia. Any Shareholder may obtain a hard copy of this Prospectus by contacting the Company. A number of terms and abbreviations used in this Prospectus have defined meanings set out in section 8. All amounts are in Australian dollars unless otherwise specified.

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TABLE OF CONTENTS

IMPORTANT INFORMATION ................................................................................................................ 1	IMPORTANT INFORMATION ................................................................................................................ 1
CORPORATE DIRECTORY ................................................................................................................... 3
TIMETABLE AND IMPORTANT DATES ............................................................................................... 4
1	DETAILS OF THE OFFERS ............................................................................................................ 5
2	PURPOSE AND EFFECT OF THE OFFER ON THE COMPANY.............................................. 8
3	ADDITIONAL INFORMATION ...................................................................................................... 10
4	RISK FACTORS ............................................................................................................................ 13
5	RIGHTS ATTACHING TO SECURITIES ...................................................................................... 18
6	INFORMATION AVAILABLE TO SHAREHOLDERS .................................................................. 20
7	DIRECTORS’ CONSENT .............................................................................................................. 22
8	DEFINITIONS ................................................................................................................................ 23

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CORPORATE DIRECTORY

Directors

Mr Andrew Plympton (Non-Executive Chairman) Mr Damian London (Executive Director, Chief Executive Officer) Sophie Karzis (Non-Executive Director & Company Secretary)

Registered Office Level 3, 1 Collins Street Melbourne VIC 3000 Telephone: +61 3 9665 0403 Facsimile: +61 3 9650 5571 Website www.adeffective.com.au

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TIMETABLE AND IMPORTANT DATES

EVENT	DATE
Prospectus lodged with ASIC and ASX	Wednesday 16 May 2012
Application to ASX for Official Quotation of the New Options	Wednesday 16 May 2012
Opening Date of Offer	Wednesday 16 May 2012
Closing Date of Offer	5.00pm (Melbourne time) on Friday 18 May 2012
Issue and allotment of NewOptionsunder the Offer	Monday 21 May 2012
Despatch date of holding statement for New Options	Wednesday 23 May 2012

This timetable is indicative only and is subject to change. The Directors reserve the right to vary the dates, including the closing date without prior notice. As such, the date the New Options are expected to commence trading on ASX may vary.

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1 DETAILS OF THE OFFERS

1.1 Details of the Offer

By this Prospectus, the Company is making an offer to the public of 10 New Options at an issue price of A$0.015 to raise A$0.15.

1.2 Purpose of the Prospectus

On 15 May 2012, the Company issued 15,000,000 Conversion Options to the Convertible Loan Lenders. The terms of the issue of the Conversion Options were detailed in the Company’s Rights Issue Prospectus dated 2 March 2012.

The Convertible Loan Lenders are Exempt Offerees (as defined in the Corporations Act) who did not require a disclosure document or prospectus to be issued by the Company in respect of the Convertible Loans or the issue of the Conversion Options to the Lenders.

As a result, the Conversion Options were issued without disclosure to investors under Part 6D.2 of the Corporations Act. Further a ‘cleansing notice’ under section 708A(5)(e) of the Corporations Act was not/will not be lodged with ASX within 5 days of the issue of the Conversion Options. The Company is unable to lodge a ‘cleansing notice’ as the Conversion Options are not in a class of securities that were quoted on the ASX in the three months before the day on which the Conversion Options were issued, as required by section 708A(5)(a).

A prospectus is therefore required under the Corporations Act to enable persons who were issued with the Conversion Options to on-sell those Conversion Options within 12 months of their issue. Accordingly, this Prospectus is being issued to remove any secondary sale restrictions and facilitate future secondary trading of the Conversion Options in accordance with section 708A(11)(b) of the Corporations Act,

The Company did not issue the Conversion Options with the purpose of the persons to whom they were issued selling or transferring the Conversion Options, or granting, issuing or transferring interests in the Conversion Options within 12 months of the issue but this Prospectus provides them the ability to do so should they so wish.

This Prospectus has also been issued to provide information on the Offer being made under this Prospectus as required by the Corporations Act.

1.3 Offer Period

The Offer will open for receipt of acceptances on Wednesday 16 May 2012 and will close at 5.00pm (Melbourne time) on Friday 18 May 2012 or such other date as the Directors may determine in their absolute discretion.

1.4 Minimum Subscription

There is no minimum subscription under the Offer.

1.5 Application for the New Options

An application for the New Options may only be made by the party invited to do so by the Company and must be made using the Application Form accompanying this Prospectus.

Cheques should be in Australian currency and made payable to " AdEffective Limited " and crossed " Not Negotiable ".

A completed Application Form must be accompanied by the Application Monies and lodged in person or by post with the Company:

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By post or by hand :

AdEffective Limited Level 3, 1 Collins Street Melbourne VIC 3000

The Application must be received by 5.00pm (Melbourne time) on Friday 18 May 2012 (subject to the right of the Directors to close the Offer earlier or to extend this date without notice).

1.6 Oversubscription and Allotment of the New Options

An application for the New Options may only be made by the party invited to do so by the Company and must be made using the Application Form accompanying this Prospectus.

Oversubscriptions will not be accepted.

The New Options are expected to be allotted and issued by no later than Monday 21 May 2012. Until allotment and issue of the New Options under this Prospectus, the Application Monies will be held in trust.

Any interest earned on the Application Monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment and issue of the New Options takes place.

1.7 Rights attaching to the New Options and Shares

A summary of the important rights attaching to the New Options, and the rights attaching to the underlying Shares the subject of the New Options as set out in the Company’s constitution, is contained in section 5 of this Prospectus.

No brokerage or stamp duty is payable on the issue of the New Options under the Offer.

1.8 ASX Listing

The Company will apply to ASX for quotation of the New Options offered under this Prospectus within seven days after the date of this Prospectus. If an application for quotation of the New Options is not made within seven days after the date of this Prospectus, or ASX does not grant permission for official quotation of the New Options within three months after the date of this Prospectus, the Company will not issue the New Options and will repay all Application Monies for the New Options within the time prescribed under the Corporations Act, without interest.

1.9 CHESS and Issuer Sponsorship

The Company operates an electronic CHESS sub-register and an electronic issuer sponsored sub-register. These two sub-registers make up the Company’s register of Securities. The Company will not issue certificates to investors. Rather, holding statements (similar to bank statements) will be dispatched to the applicant as soon as practicable after allotment.

A holding statement will be sent either by CHESS (if the applicant elects to hold his/her New Options on the CHESS sub-register) or by the Company’s Share Registry (if the applicant elects to hold his/her New Options on the Issuer sponsored sub-register). The statement will set out the number of New Options (being 10) allotted under the Prospectus and provide details of a Holder Identification Number (for a CHESS sub-register) or Securityholder Reference Number (for an issuer sponsored sub-register). An updated holding statement will also be sent to the new investor following the month in which the balance of his/her holding of the New Options changes, and also as required by the Listing Rules or the Corporations Act.

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1.10 Risks

As with any investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company and its business are detailed in section 4 of this Prospectus. The underlying Shares the subject of the New Options on offer under this Prospectus should be considered speculative. Accordingly, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice.

1.11 Distribution of Prospectus

The distribution of this Prospectus in jurisdictions outside Australia or New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Securities the subject of this Prospectus or otherwise permit a public offering of the Securities the subject of this Prospectus in any jurisdiction outside Australia or New Zealand.

1.12 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Securities in the Company.

1.13 Privacy Disclosure

Persons who apply for the New Options pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collects, holds and uses that personal information to assess applications for Securities to provide facilities and services to Shareholders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Securities will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

1.14 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

If you have any questions relating to the Offer, please contact the Company on (03) 9665 0403.

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2 PURPOSE AND EFFECT OF THE OFFER ON THE COMPANY

2.1 Use of Proceeds

The Company intends to apply the nominal funds raised from the Offer ($0.15) to meet the expenses of the Offer. The expenses of the Offer (which are expected to be minimal) in excess of the funds raised under the Offer will be met by the Company’s cash reserves.

2.2 Principal effects

The principal effects on the Company of the Offer are dependent on the success of the Offer. However, assuming the Offer is fully subscribed the principal effects are as follows:

• a) the Company will issue 10 New Options;

• b) following the issue of the New Options, the cash reserves of the Company will increase by $0.15 less expenses of the Offer; and

• c) if the 10 New Options proposed to be issued are issued, the number of options on issue in the Company will increase from 149,852,694 to 149,852,704.

2.3

Effect on Capital Structure after Completion of Offer

A comparative table of changes in the capital structure of the Company as a consequence of the issue of the Conversion Options and the Offer is set out below.

Shares

Event	Number of Shares
Shares on issue at date of Prospectus	207,901,921

Options

Options currently on issue:	Number of Options
Unlisted options exercisable at $0.10 on or before 30 April 2015	1,600,000
Unlisted options exercisable at $0.10 on or before 8 December 2015	1,000,000
Listed Options exercisable at $0.015 on or before 30 June 2014	132,248,480
Conversion Options exercisable at $0.015 on or before 30 June 2014	15,000,000
New Options offered under this Prospectus:
New Options exercisable at $0.015 on or before 30 June 2014	10
Total Options on issue after completion of the Offers	149,848,490

2.4 Effect of the Offer on the Company’s balance sheet

The proceeds from the issue of the New Options will be a maximum of $0.15, which will not materially impact the Company’s current financial position.

Expenses of the Offer are expected to be approximately $7,137 comprising ASIC fees and legal fees.

The financial effect of the Offer is minimal; the expenses of the Offer in excess of the $0.15 raised under the Offer will be met by the Company’s cash reserves, with the result that the Company’s cash reserves will decrease by approximately $7,136.85.

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2.5 Effect on Control

Assuming the exercise of the New Options, the effect on control of the Company as a result of the issue of the underlying Shares the subject of the New Options will be minimal.

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3 ADDITIONAL INFORMATION

3.1 Transaction Specific Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. This enables listed disclosing entities, such as the Company, to issue a prospectus for continuously quoted securities with modified disclosure requirements if they satisfy certain requirements.

The information in this Prospectus principally concerns the terms and conditions of the Offer and the information reasonably necessary to make an informed assessment of:

• (i) the effect of the Offer on the Company; and

• (ii) the rights and liabilities attaching to the New Options offered pursuant to this Prospectus, and the rights and liabilities attaching to the underlying Shares the subject of the New Options.

The Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest in the Company.

3.2 Continuous Reporting and Disclosure Obligations

The Company is listed on ASX and its Shares are quoted on ASX under the code “ABN”.

The Company is a “disclosing entity” for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Company will provide a copy of each of the Rights Issue Prospectus, the Annual Report for financial year ended 30 June 2011 and the Half-Year Report for 6 months ended 31 December 2011 to any person on request, prior to the Closing Date.

The Company will additionally provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since the Company lodged its most recent Annual Financial Report on 30 September 2011 free of charge to any investor who so requests prior to the Closing Date. A list of those documents for the period from 30 September 2011 to the time of lodging this Prospectus is set out in section 6. The Company will also provide a copy of the Annual Financial Report for the period ended 30 June 2011 free of charge upon request.

3.3 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules and which is required to be set out in this Prospectus.

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3.4 Market Price of Shares

The lowest and highest recorded closing market sale prices of the Shares quoted on ASX during the three (3) month period immediately prior the date of this Prospectus were 0.8 cents and 1.9 cents respectively. The closing market sale price of the Shares quoted on ASX on the last day that trading took place in the Shares prior to the date of this Prospectus was 1.0 cents.

3.5

Litigation

The Directors are not aware of any legal proceedings which have been threatened or actually commenced against the Company.

3.6

Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

• a) the formation or promotion of the Company;

• b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• c) the Offer,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no benefits have been given or agreed to be given to any Director:

• d) to induce him to become, or to qualify him as, a Director; or

• e) for services rendered by him in connection with the formation or promotion of the Company or the Offers.

The direct and indirect interests of the Directors in the Securities of the Company as at the date of this Prospectus are as follows:

Director	Shares	Options
Andrew Plympton	nil	600,000
Damian London(1)	34,518,667	1,000,000
Sophie Karzis	nil	nil

Notes:

1. Includes shares held by Planet W Pty Ltd in which the director holds approximately a 26% interest. In addition the director holds shares and options individually and through his director related entity.

2. The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting to be divided between the Directors as agreed.

3. The Company incurred remuneration costs relating to its current and previous Directors of $725,157 for the year ended 30 June 2010 and $736,562 for the year ended 30 June 2011 (includes salary, fees, superannuation, termination payments and options received as compensation).

4. If a Director, at the request of the Board of Directors, performs extra services, the Company may pay that Director a fixed sum set by the Board of Directors for doing so. Directors are also reimbursed for out of pocket expenses incurred as a result of the directorship or any special duties.

3.7

Related Party Transactions

There are no related party transactions entered into that have not otherwise been disclosed in this Prospectus.

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3.8 Interests and Consents of Advisers

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Prospectus holds, or has held within two years before lodgement of this Prospectus with ASIC, any interest in:

• a) the formation or promotion of the Company; or

• b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers; or

• c) the Offer; and

• d) no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, for services rendered by that person in connection with the formation or promotion of the Company or the Offers.

3.9 Estimated Expenses of the Offers

The estimated expenses of the Offers (excluding GST) payable by the Company including legal fees and ASIC fees arising from this Prospectus and the Offer are estimated to be approximately $7,137. The Company will bear all of these expenses as follows:

Fees/Expenses	Amount ($)
ASIC lodgement fees	2,137
Legal fees	5,000
Total	7,137

3.10 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

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4 RISK FACTORS

4.1 Introduction

The underlying Shares the subject of the New Options offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

This section identifies the areas the Directors regard as the major risks associated with an investment in AdEffective. Investors should be aware that an investment in the Company involves risks which may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Prospectus in order to appreciate fully such matters and the manner in which the Company intends to operate before any decision is made to apply for the New Options.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with AdEffective business.

Whilst some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, some of these risk factors are largely beyond the control of the Company and its Directors because of the nature of the business of the Company. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which the underlying Shares the subject of the New Options will trade.

The following list represents key risk factors of which the Directors are aware and of which, although not exhaustive, investors need to be aware of. This list is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. However, the summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for the New Options.

4.2 Specific Risks

A number of specific risk factors that may impact the future performance of the Company are described below. Shareholders should note that this list is not exhaustive.

4.3 New Business Opportunities

In order to grow, the Company intends to pursue new business opportunities, possibly including opportunities in sectors other than the digital media industry in which it currently operates. Should a suitable new business opportunity be identified, it will then need to be assessed for its technical, legal and commercial suitability.

There can be no guarantee that any proposed acquisition of a new business or project will be completed or will be successful. The acquisition of new business opportunities (whether completed or not) may also require payment of monies (as a deposit or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence.

If any proposed acquisition is not completed, monies already advanced may not be recoverable. Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the risks associated with operating a new business or project will also apply. Any such new business or project will also be subject to the risks associated with the industry in which they operate.

4.4 Future capital needs and additional funding

The funding of any further ongoing capital requirements beyond the requirements as set out in this Prospectus will depend upon a number of factors including the extent of the Company’s ability to generate income from activities which the Company cannot forecast with any certainty.

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Any additional equity financing will be dilutive to Shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional funding as needed, it may not be able to take advantage of opportunities. Further, the Company may be required to reduce the scope of its operations or anticipated expansion and it may affect the Company’s ability to continue as a going concern.

4.5

General Risk

An investment in the Company has the general risks associated with any investment in the share market. Returns from an investment in Shares will depend on general stock market conditions as well as the performance of the Company. Investors should recognise that the price of Shares may fall as well as rise, the price at which the Company's Shares trade may be above or below the issue price of those Shares and that concentrated shareholdings may affect liquidity of the Shares. The trading price of the Shares is likely to be subject to fluctuations in response to factors such as actual or anticipated variations in the Company’s operating results, announcements of new products by the Company or its competitors, announcements by the Company or its competitors of significant acquisitions, technological developments, capital commitments, additions or departures of key personnel and other events or factors, many of which are beyond the Company's control. Market fluctuations, as well as general political and economic conditions such as recession or interest rate or currency rate fluctuations or changes in political or economic policy in the markets in which the Company operates, may also adversely affect the market price of the Company's Shares.

4.6 Technology Risk

An investment in companies involved in technology and new media sectors attracts additional risks associated with investing in industries which are evolving rapidly. There are specific risks affecting investment in sectors involving technologies, arising from market perception that the industry is subject to volatility. The Company’s internet search and advertising business all utilise relatively new technology. There is no guarantee that the technology will not, in the future, be superseded by other technologies.

4.7 Research and Development

Development and commercialisation of new products and services generally involves long lead times. There is no certainty that AdEffective will be successful in the development of new products within commercial time frames. The Internet advertising industry is constantly evolving and there is no guarantee that the Company’s products will be commercially successful. The willingness of customers to utilise the Company’s Internet advertising services and the willingness of suppliers to syndicate advertising feeds to the Company is subject to a wide range of factors beyond the control of the Company, the occurrence or effect of which cannot be predicted. The Company is also exposed to the risk that changes to industry technical standards could have a material adverse impact on the Company's financial performance.

4.8 Market Acceptance

Market acceptance, both in Australia and internationally, of the Company’s products is uncertain. These uncertainties are due to difficulties in estimating market size, product pricing and acceptance, lead times for the awarding of contracts and the possibility of the discovery and development of new technologies and competing products and services. Accordingly, there can be no assurance that the Company’s products and services will gain acceptance in the market, or that the Company will receive profits from the sale of its products and services.

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4.9 Competition

AdEffective is not unique in developing and marketing many of its products and services. There is a risk that the Company's products and services may not, in the future, be able to compete with competitors' products and services on cost or technical grounds and therefore contracts may not be awarded to it. There is a risk that the cost of competing products and services may fall or that the Company’s services may become too expensive to allow the Company to compete effectively. A loss of a number of AdEffective’s major customers could adversely affect both revenues and profitability.

4.10 General Economic Conditions

Any prolonged economic slowdown of the Australian economy or overseas economies in which the Company operates could potentially have materially adverse consequences on the financial performance of the Company.

4.11 Reliance on Key Personnel

The responsibility of overseeing day-to-day operations and the strategic direction of the Company is concentrated amongst a small management team. A loss of any of them, or of one of the members of the senior management team, could have a material adverse effect on the Company's prospects.

4.12 Reliance on Systems

The successful operation of AdEffective’s business is dependent on various technologies including the internet, co-located dedicated servers and Ad Systems. Any significant disruption to these systems could have a materially detrimental effect on AdEffective’s business.

4.13 Government Policy Changes

Changes in Australian or international government fiscal, monetary and regulatory policies may affect the Company. Such changes are beyond the control of the Company. The Company conducts its business in reliance upon current understandings of taxation issues and current Australian Accounting Standards.

4.14 Intellectual Property Rights

One of the Company's significant assets is its intellectual property rights in products and services, which it has developed. The Company relies on a combination of copyright and trademark laws, confidentiality procedures and contractual provisions to protect these assets. The laws of some foreign jurisdictions may provide less protection than the laws of Australia for the Company's proprietary rights. Unauthorised use of the Company's intellectual property could have a materially adverse effect on the Company and there can be no assurance that the Company's legal remedies would adequately compensate it for the damage to its business caused by such use. The Company is not aware that any of its products infringe upon the proprietary rights of third parties in any material respect. There can be no assurance, however, that third parties will not claim infringement by the Company with respect to current or future products or services. Any such claim, with or without merit, could result in substantial costs and diversion of management resources and a successful claim could effectively block the Company's ability to market its products and services which would have a material adverse effect on the financial and operating results of the Company.

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4.15 Ability to Retain Key Clients

The business of AdEffective is dependent on the securing of contracts to license and supply advertising products and services to consumers. AdEffective has no control over the timing of these opportunities or in respect of the awarding of such contracts. The performance of contracts may incur additional, unexpected costs or be subject to delays, which may require the Company to revise its timetable or delay the successful development of the business. Despite the Directors having no reason to expect the loss of any key customer of the Company, the business could be adversely affected by the loss of one or more such customers. The Company's relationship with its key customers is principally governed by formal and informal contractual arrangements. Generally, there is no guaranteed minimum level of revenue for AdEffective under these arrangements. Because there are relatively few customers and contracts can be relatively large, revenue is not expected to be spread evenly throughout the year. If the Company fails to maintain or secure future contracts, revenue could be significantly affected. There is also a risk that contracts it believes it may be able to enter into will not be able to be successfully negotiated or existing contracts may be terminated at short notice or not extended or replaced when they are due for renewal.

4.16 Relationships with Key Clients and Suppliers

The Company has a number of key clients to which it supplies and for whom it sells advertising. The Company is reliant on these clients and advertisers. Any changes in the Company's relationship with one or more clients or advertisers would be likely to have a material adverse effect on the Company's business.

4.17 International Operations

Pursuit of growth opportunities internationally may require significant investment for an extended period before returns, if any, are realised. While the Company does not have any immediate plans to expand significantly internationally, if it did so, there can be no assurance that the Company's plans to expand into international markets would be successful. The Company's prospects in this regard could be adversely affected by factors such as delays in the opening of foreign markets, the exchange rate, a preference for the use of local suppliers, current or future legislation or regulatory or technical standards which discriminate against overseas suppliers. In addition, Australian laws and policies affecting foreign trade, investment and taxation could also adversely affect the Company's Australian and international operations and growth.

4.18 AdEffective

The Company is involved in the relatively new; fast moving and dynamic digital media and technology sector and accordingly there is no guarantee that the AdEffective businesses will operate profitably in the short term given the early stage of development of a number of its businesses, the nature of the digital media and technology sectors generally and its proposed expansion into new areas.

4.19 Exchange Rate Fluctuations

The Company has no immediate plans to expand significantly into international markets. If it does so, the Company will be relatively more exposed to exchange rate fluctuations between the Australian Dollar and the various overseas currencies of the countries with which it trades and this could have a material effect on the Company’s revenues and earnings.

4.20 General Risks

The future prospects of the Company’s business may be affected by circumstances and external factors beyond the Company’s control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

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4.20.1 General Economic Conditions

The operating and financial performance of the Company is influenced by a variety of general economic and business conditions, including levels of consumer spending, inflation, interest rates, access to debt and capital markets, international economic conditions, significant acts of terrorism, hostilities or war or natural disasters, and government fiscal, monetary and regulatory policies. Prolonged deterioration in general economic conditions may have an adverse impact on the Company’s business or financial condition. No guarantee can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

4.20.2 Global Credit and Investment Markets

Global credit and investment markets have recently experienced a high degree of uncertainty and volatility. The factors which have led to this situation have been outside the control of the Company and may continue for some time resulting in continued volatility and uncertainty in world stock markets (including ASX). This may impact the price at which the Securities trade regardless of operating performance and affect the Company's ability to raise additional equity and/or debt to achieve its objectives, if required.

4.20.3

Taxation and government regulations

Changes in taxation and government legislation in a range of areas (for example, the Corporations Act, accounting standards, and taxation law) can have a significant influence on the outlook for companies and the returns to investors.

The recoupment of taxation losses accrued by the Company from any future revenues is subject to the satisfaction of tests outlined in taxation legislation or regulations in the jurisdictions in which the Company operates. There is no guarantee that the Company will satisfy all of these requirements at the time it seeks to recoup its tax losses which may impact on the financial performance and cash flows of the Company.

4.21 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the underlying Shares the subject of the New Options offered pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the underlying Shares the subject of the New Options.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Options.

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5 RIGHTS ATTACHING TO SECURITIES

5.1 Terms and Conditions of Options

The material terms and conditions of the Options, including the New Options and the Conversion Options the subject of this Prospectus are as follows:

• (a) Each Option entitles the holder to, subject to any Shareholder approval under Item 7 of section 611 of the Corporations Act (if required) subscribe for one (1) Share in the Company at the exercise price of 1.5 cents.

• (b) The Options are exercisable up until 5.00pm (AEDT) on 30 June 2014 (“ Expiry Date ”). Any Options not exercised on or before the Expiry Date will automatically lapse.

• (c) All Shares in the Company allotted on the exercise of Options rank equally in all respects with the then existing Shares.

• (d) The Options are freely transferable and it is intended that application will be made to ASX for quotation of the Options.

• (e) The Company must apply for quotation of all Shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment.

• (f) Option Holders may only participate in new issues (“ Issue ”) of securities to holders of Shares in the Company if the Options have been exercised and Shares are allotted in respect of the Options before the record date for determining entitlements to the Issue.

• (g) The Company must give Option Holders at least 7 Business Days’ notice of any Issue before the record date for determining entitlements to the Issue in accordance with the Listing Rules.

• (h) There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a prorata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

• (i) If there is a bonus issue (“ Bonus Issue ”) to the holders of Shares in the Company, the number of Shares over which the Options are exercisable will be increased by the number of Shares which the Option Holder would have received if the Option had been exercised before the record date for the Bonus Issue (“ Bonus Shares ”). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other Shares on issue as the date of issue of the Bonus Shares.

• (j) If prior to the Expiry Date, there is a re-organisation of the issued capital of the Company, the Options are to be treated in the manner set out in the Listing Rules.

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5.2 Terms and Conditions of Shares

The following is a general description of the more significant rights and liabilities attaching to the underlying Shares the subject of the New Options. This summary is not exhaustive. Full details of provisions relating to rights attaching to Shares are contained in the Corporations Act, the Listing Rules and the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

• (a) At the date of this Prospectus, aIl Shares are of the same class and rank equally in all respects. Specifically, the underlying Shares the subject of the New Options issued pursuant to this Prospectus will rank equally with existing Shares on issue.

• (b) Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each Share held.

• (c) Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

• (d) The rights attaching to the Shares may only be varied by the consent in writing of the holders of a majority of the Shares of the affected class, or with the sanction of an ordinary resolution passed at a meeting of the holders of the Shares of the affected class.

• (e) Subject to the Company’s Constitution, the Corporations Act or any other applicable laws of Australia and the Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

• (f) Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules.

• (g) The Company’s Constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

• (h) If the Company is wound up, the liquidator may, with the sanction of a special resolution:

• (i) divide among the Shareholders the whole or any part of the Company’s property; and

• (ii) decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

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6 INFORMATION AVAILABLE TO SHAREHOLDERS

The Company will provide a copy of each of the following documents, free of charge, to any Shareholder who so requests:

• (a) the Rights Issue Prospectus;

• (b) the Annual Financial Report for the Company for the period ended 30 June 2011;

• (c) the Half Yearly Report for the Company for the period ended 31 December 2011; and

• (d) the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ended 30 June 2011 and prior to the date of this Prospectus.

• Date ASX Announcement 15/05/2012 Appendix 3B - Issue of Conversion Options 15/05/2012 Appendix 3B - Exercise of Options 15/05/2012 Becoming a substantial holder 07/05/2012 Replacement to previous notice - Becoming a substantial holder 07/05/2012 Initial Director’s Interest Notice 01/05/2012 Change in substantial holding 27/04/2012 Change of Director’s Interest Notice 26/04/2012 Appendix 4C - quarterly 18/04/2012 Market Update 18/04/2012 Cleansing Notice 18/04/2012 Appendix 3B 13/04/2012 Top 20 securityholders 13/04/2012 Appendix 3B for Rights Issue 13/04/2012 Completion of Rights Issue 11/04/2012 Appendix 3B for Rights Issue 11/04/2012 Issue and Allotment of New Securities under Rights Issue 03/04/2012 Rights Issue Closure and Notice of Shortfall 16/03/2012 Completion of despatch of Prospectus 05/03/2012 Letters to Shareholders - Renounceable Rights Issue 02/03/2012 Letter to Optionholders 02/03/2012 Appendix 3B for Rights Issue 02/03/2012 Rights Issue Prospectus 01/03/2012 Renounceable Rights Issue 27/02/2012 Trading Halt 24/02/2012 Share Consolidation Complete 23/02/2012 Half Yearly Report and Accounts 09/02/2012 Results of Meeting 30/01/2012 Appendix 4C - quarterly 20/12/2012 Initial Director’s Interest Notice 20/01/2012 Final Director’s Interest Notice 20/01/2012 Director Appointment/Resignation

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11/01/2012	Share Consolidation Timetable
10/01/2012	Notice of Extraordinary General Meeting
22/12/2011	Proposed Recapitalisation
22/12/2011	Notice Received
29/11/2011	Results of Meeting
29/11/2011	CEO’s AGM Presentation
29/11/2011	Chairman’s Address to Shareholders
2/11/2011	MOU Int’l labour hire for Resources, Capital Restructure
31/10/2011	Appendix 4C - quarterly
28/10/2011	Notice of Annual General Meeting/Proxy Form
6/10/2011	Market Update
30/09/2011	Annual Report adjustment from 4E
30/09/2011	Annual Report to shareholders

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7 DIRECTORS’ CONSENT

This Prospectus is dated Wednesday 16 May 2012 and is issued by AdEffective Limited.

The Directors have made all reasonable enquires and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive.

This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors of AdEffective Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act and has not withdrawn that consent.

Signed for and on behalf of AdEffective Limited

Andrew Plympton Chairman 16 May 2012

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8 DEFINITIONS

AdEffective and Company means AdEffective Limited (ACN 085 545 973).

Applicant means a person who applies for the New Options under to the Offer, pursuant to an invitation by the Company.

Application Monies means the amount of money payable for the New Options applied for, being $0.15.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the securities exchange operated by ASX Limited (as the context requires).

Business Day means any day which is defined to be a Business Day pursuant to Listing Rule 19.12 of the Listing Rules.

CHESS means Clearing House Electronic Sub-register System of ASX Settlement Pty Ltd (ACN 008 504 532).

Closing Date means the closing date of the Offer being 5.00pm (Melbourne time) on Friday 18 May 2012 (unless extended).

Constitution means the Company’s Constitution as at the date of this Prospectus.

Conversion Options means 15 million Options to be issued to the Convertible Loan Lenders in accordance with the Convertible Loan Deeds.

Convertible Loans means loans totalling $300,000 provided to the Company in December 2011 under Convertible Loan Deeds.

Corporations Act means the Corporations Act 2001 (Cth).

Cth means the Commonwealth of Australia.

Directors means the directors of the Company.

Dollars, $ and cents are references to Australian currency.

GST means goods and service tax levied in Australia pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Lenders means the lenders under the Convertible Loans.

Listing Rules means the Listing Rules of the ASX.

Lodgement Date means the date this Prospectus was lodged with ASIC, being Wednesday 16 May 2012.

New Options means 10 Options offered pursuant to this Prospectus.

Offer means the offer of 10 New Options under this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the official list of ASX.

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Opening Date means Wednesday 16 May 2012.

Option means an option to acquire a Share in the capital of the Company, exercisable at $0.015 on or before 30 June 2014.

Optionholder means the holder of an Option.

Prospectus means this prospectus dated Wednesday 16 May 2012.

Quotation and Official Quotation means official quotation on ASX.

Rights Issue Prospectus means the Company’s rights issue prospectus dated 2 March 2012 and lodged with ASIC on that date.

Securities means Shares and/or Options.

Share means a fully paid ordinary share in the Company.

Shareholder means the holder of a Share as recorded in the register of the Company.

Share Registry means Computershare Investor Services Pty Ltd.

Timetable means the timetable (as varied from time to time) of the Offer under this Prospectus as outlined on page 4.

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APPLICATION FORM

ADEFFECTIVE LIMITED (the Company )

TO:

AdEffective Limited

AdEffective Limited For all enquiries please contact the Company on: Attention: Company Secretary (03) 9665 0403 Level 3, 1 Collins Street Melbourne VIC 3000

An application for the New Options may only be made by the party invited to do so by the Company and must be made using this Application Form which accompanies the Company’s Prospectus dated 16 May 2012.

This Application Form and the accompanying application monies must be received by the Company by 5.00pm (Melbourne time) on Friday 18 May 2012 (subject to the right of the Directors to close the Offer earlier or to extend this date without notice).

Before completing this Application Form, you should read the Company’s Prospectus dated 16 May 2012 and the instructions contained in this Application Form. No Options will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

I/We apply for_____ New Options at $0.015 per New Option in AdEffective Limited or such lesser number of Options which may be allocated to me/us by the Directors.

I/We lodge full application monies of________ for the above Options.

Full Name (please print) Joint Applicant # 2 or Joint Applicant #3 or Postal Address (please print) Contact Name Contact Telephone Number Contact Email Address CHESS HIN (if applicable) Tax File Number or Exemption

Cheque Details* Drawer Bank BSB Amount

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Cheques should be in Australian currency and made payable to " AdEffective Limited " and crossed " Not Negotiable* ".

Declaration and Statements:

By lodging this Application Form:

• I/We declare that all details and statements made by me/us are complete and accurate;

• I/We apply for the number of New Options specified in the Application Form;  I/We agree to accept the New Options and any underlying securities issued upon exercise of the New Options, upon issue and allotment;

• I/We agree to be bound by the terms and conditions set out in the Prospectus and by the constitution of the Company;  I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus;

• I/We agree to my/our name/names being entered in the Company’s register of option holders and register of members in respect of the New Options and any underlying securities issued upon exercise of the New Options;

• I/We authorise the Directors to complete or amend this Application Form where necessary to correct any errors or omissions

• I/We authorise the Company to complete and execute any documentation necessary to effect the issue of New Options to me/us; and

• I/We have received personally a copy of the Prospectus accompanied by or attached to this Application Form or a copy of the Application Form or a direct derivative of the Application Form before applying for New Options.

• I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for New Options in AdEffective Limited and that no notice of acceptance of the application will be provided.

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 16 MAY 2012 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

This Application Form relates to the Offer of 10 New Options in AdEffective Limited pursuant to the Prospectus dated 16 May 2012.

• APPLICATION FORM  Applications must be made on the application form attached to this Prospectus. Please complete all parts of the application form using BLOCK LETTERS.

• Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

• Insert the number of New Options you wish to apply for. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of New Options equal to or less than the number of New Options indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

• No notice of acceptance of the application will be provided by the Company prior to the allotment of New Options. Applicants agree to be bound upon acceptance by the Company of the application.

• Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is an irregularity in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company’s decision as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final.

• PAYMENT  Applications for New Options must be accompanied by the application money of $0.015 per New Option (in Australian currency). Cheques should be made payable to “ AdEffective Limited ” and crossed “ Not Negotiable ”.

• BROKER SPONSORED APPLICANTS

• The Company is an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are already a Broker Sponsored participant in this system, you may complete this section or forward a signed Application Form to your sponsoring broker for completion prior to lodgement. Otherwise, leave this box blank and your New Options will automatically be Issuer Sponsored on allotment.

TAX FILE NUMBERS

• The collection of tax file number ( TFN ) information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure.

• Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate.

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• If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation office.

CORRECT FORM OF REGISTRABLE TITLE

• Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to AdEffective Limited.

• At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

	CORRECT FORM OF REGISTRATION	INCORRECT FORM OF REGISTRATION
TYPE OF INVESTOR
Individual -Use given name(s)in full,notinitials	Mr John Alfred Smith	J.A Smith
Joint - Use given name(s) in full, not initials	Mr John Alfred Smith & Mrs Janet Marie Smith	John Alfred & Janet Marie Smith
Company - Use company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s) - Do not use the name of the trust	Ms Penny Smith	Penny Smith Family Trust
Deceased Estates - Use executor(s) personal name(s) - Do not use the name of the deceased	Mr Michael Smith	Estate of Late John Smith
Minor (a person under the age of 18) - Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Peter Smith
Partnerships - Use partners personal name(s) - Do not use the name of thepartnership	Mr John Smith & Mr Michael Smith	John Smith & Son
Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) - Do not use the name of the club etc	Mrs Janet Smith	ABC Tennis Association
Superannuation Funds - Use the name of trustee of the fund - Do not use the name of the fund	John Smith Pty Ltd	John Smith Pty Ltd Superannuation Fund

A completed Application Form must be accompanied by the Application Monies and lodged in person or by post with the Company:

By post or by hand :

AdEffective Limited Level 3, 1 Collins Street Melbourne VIC 3000

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