SPENDA LIMITED — Proxy Solicitation & Information Statement 2017

May 28, 2017

Motopia!Limited ACN 099!084!143

Notice!of!General!Meeting of!Shareholders

Date: 30 June 2017

Time: 11:00!a.m. AWST

Place: The!Country!Women's!Association!of!Western!Australia,!1176!Hay! Street,!West!Perth,!WA,!6005

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

Independent! Expert! Report:! Shareholders! should! carefully! consider! the! Independent! Expert!Report!prepared!for!the!purpose!of!the!Shareholder!approval!required!under!ASX! Listing!Rule!10.1!(Refer! to!Resolution!1).!The!Independent!Expert!Report!comments!on! the!fairness!and!reasonableness!of!the!transaction!the!subject!of!Resolution 1 to!the!nonZ associated! Shareholders.! The! Independent! Expert! has! determined! the! acquisition! of! Cirralto!is!fair!and!reasonable to!the!nonZassociated!Shareholders.

Motopia!Limited ABN!67!099!084!143

Notice!of!General!Meeting

Notice!is!hereby!given that!a!General!Meeting of the!shareholders!of!Motopia!Limited!ACN!099! 084!143!will!be!held!at!The!Country!Women's!Association!of!Western!Australia,!1176!Hay!Street,! West!Perth,!WA,!6005, on!Friday, 30 June 2017 at!11:00 a.m. AWST.

The!Explanatory!Statement to!this!Notice!of!Meeting!provides!additional!information!on!matters! to!be!considered!at!the!Meeting.!The!Explanatory!Statement!and!the!Proxy!Form!are!part!of!this! Notice!of!Meeting.

Terms!and!abbreviations!used!in!this!Notice!of!General!Meeting!and!Explanatory Statement are! defined!in!the!Glossary.

1.!Agenda!for!the!Meeting

Resolution!1!G Approval!to!change!in!scale!of!activities and!acquisition!from!a!related!party

To!consider!and,!if!thought!fit,!to!pass!with!or!without!amendment,!the!following!as!an!ordinary! resolution:

"That,'subject'to'Resolution'2'and'Resolution 3'being'passed'and'pursuant'to'and'in'accordance' with'ASX'Listing'Rule'10.1.'and'ASX'Listing'Rule'11.1.2'and'for'all'other'purposes,'Shareholders' approve' the' significant' change' in' the' scale' of' the' Company's' activities' resulting' from' the' acquisition of'Cirralto,'on'the'terms'and'conditions'set'out'in'the'Explanatory Statement."

**Voting!Exclusion:!**The!Company!will!disregard!any!votes!cast!on!this!Resolution by!Rare!Air!Nominees!and!Raptor!Global!Corporation! (and their! nominee(s)) and! a! person! who! might! obtain! a! benefit,! except! a! benefit! solely! in! the! capacity! of! a! holder! of! ordinary! securities,!if!the!Resolution!is!passed!and!any!associates!of!those!persons.!However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!a!direction!on! the!proxy!form!to!vote!as!the!proxy!decides.

Resolution 2 – Issue!of!up!to 69,289,925 Shares for!Cirralto!acquisition!– Related!Party!Vendors!

To!consider!and,!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That, subject'to'the'passing'of'Resolution'3, for'the'purposes'of'ASX Listing'Rule 10.11 and'all' other'purposes,'approval'is'given'for'the'Company'to'issue'up'to'69,289,925 Shares'to'the'Related' Party'Vendors' (or' their' nominee(s))'in' part' consideration' for' the'acquisition' of' Cirralto, on' the' terms'and'conditions'set'out'in'the'Explanatory'Statement."

Voting!Exclusion!Statement: The!Company!will!disregard!any!votes!cast!on!this!Resolution!by!Rare!Air!Nominees and!Raptor!Global! Corporation!(and their!nominee(s))!and!any!of!their!associates.!However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!a!direction!on! the!proxy!form!to!vote!as!the!proxy!decides.!!

Resolution!3 – Issue!of!up!to 63,210,075 Shares!for!Cirralto!acquisition!– Unrelated!Vendors

To!consider!and,!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That,'subject'to'the'passing'of'Resolution'2,'for'the'purposes'of'ASX'Listing'Rule'7.1'and'all'other' purposes,'approval'is'given'for'the'Company'to'issue'up'to'63,210,075 Shares'to'the'Unrelated' Vendors'(or'their'nominee(s))'in'part'consideration'for'the'acquisition'of'Cirralto, on'the'terms'and' conditions'set'out'in'the'Explanatory'Statement."

**Voting!Exclusion:!**The!Company!will!disregard!any!votes!cast!on!this!Resolution!by!any!person!who!may!participate!in!the!proposed! issue!and!a!person!who!might!obtain!a!benefit,!except!a!benefit!solely!in!the!capacity!of!a!holder!of!ordinary!securities,!if the!Resolution! is!passed!and!any!associates!of!those persons.!However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!a!direction!on! the!proxy!form!to!vote!as!the!proxy!decides.!!

Resolution!4 – Approve!the!previous!issue!of!6,900,000!Shares

To!consider!and,!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That'for'the'purposes'of'ASX'Listing'Rule'7.4'and'all'other'purposes,'previous'issues'of' 6,900,000 Shares,'as'referred'to'in'the'Explanatory'Statement,'is'approved."

Voting!Exclusion!Statement: The!Company!will!disregard!any!votes!cast!on!this!resolution!by!any!person!who!participated!in!the! issue!or!received!a!benefit!and!any!of!their!associates.!!However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!a!direction! on!the!proxy!form!to!vote!as!the!proxy!decides.!!

Resolution!5 G Election!of Michael!Mulvey!as!a!Director

To!consider!and,!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That,'subject'to'the'passing'of'Resolutions'1'and'2,'Michael'Mulvey'offers'himself'for'election as' a'Director pursuant'to'clause'20.3'of'the'Constitution'and'being'eligible,'is'elected'as'a'Director."

Resolution!6 – Approve!the issue!of!13,500,000!Options!to!Michael!Mulvey!

To!consider,!and!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That,'subject'to'passing'of'Resolutions'2 and'3,'for'the'purposes'of'ASX'Listing'Rule'10.11'and'for' all' other' purposes,' approval' is' given' for' the' issue' of' 13,500,000' Options' in' the' Company,' to'

Michael'Mulvey,'a'proposed'director'of'the'Company,'or'his'nominee(s),'on'the'terms'described'in' the'Explanatory'Statement."

Voting!exclusion!statement: The!Company!will!disregard!any!votes!cast!on!Resolution!by!Michael!Mulvey!and!any!of!his!associates.! However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!Meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!direction! on!the!proxy!form!to!vote!as!the!proxy!decides.

Resolution!7 – Approve!the issue!of!13,500,000!Options!to!Adrian!Floate!

To!consider,!and!if!thought!fit,!to!pass,!with!or!without!amendment,!the!following!resolution!as! an!ordinary!resolution:

"That,'subject'to'the'passing'of'Resolutions'2 and'3, for'the'purposes'of'ASX'Listing'Rule'10.11'and' for'all'other'purposes,'approval'is'given'for'the'issue'of'13,500,000'Options'in'the'Company,'to' Adrian' Floate,' a' director' of' the' Company,' or' his' nominee(s),' on' the' terms' described' in' the' Explanatory'Statement."

Voting!exclusion!statement: The!Company!will!disregard!any!votes!cast!on!Resolution!by!Adrian!Floate!and!any!of!his!associates.! However,!the!Company!need!not!disregard!a!vote!if:

• it!is!cast!by!a!person!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!directions!on!the!proxy!form;!or
• it!is!cast!by!the!person!chairing!the!Meeting!as!proxy!for!a!person!who!is!entitled!to!vote,!in!accordance!with!the!direction on!the!proxy!form!to!vote!as!the!proxy!decides.

2.!Determination!of!voting!entitlement

For!the!purpose!of!determining!a!person's!entitlement!to!vote!at!the!Meeting,!a!person!will!be! recognized!as!a!Shareholder!and!the!holder!of!Shares!if!that!person!is!registered!as!a!holder!of! those!Shares!at!7:00 p.m.!AEST!on!28 June 2017.

3.!Votes

Unless!a!poll!is!demanded!in!advance!of!voting!on!a! resolution,!voting!on!each! resolution!will! initially!be!by!way!of!a!show!of!hands.!!On!a!show!of!hands,!each!member!present!in!person!or!by! proxy!or,!in!the!case!of!a!body!corporate,!by!a!representative,!shall!have!one!vote.

On!a!poll,!every!member!present!in!person!or!by!attorney!or!by!proxy!or,!in!the!case!of!a!body! corporate,!by!a!representative,!shall!have!one!vote!for!each!share!held!by!him,!her!or!it.

4.!Proxies

A!Shareholder!entitled!to!attend!and!vote!is!entitled!to!appoint!a!proxy!to!attend!and!vote!instead! of!the!Shareholder.

Where!the!Shareholder!is!entitled!to!cast!two!or!more!votes,!the!Shareholder!may!appoint!two! proxies!and!may!specify!the!proportion!or!number!of!votes!each!proxy!is!appointed!to!exercise.

If!the!Shareholder!appoints!two!proxies!and!the!appointment!does!not!specify!the!proportion!or! number!of!the!Shareholder's!votes!each!proxy!may!exercise,!each!proxy!may!exercise!half!of!the! votes.

A!proxy!need!not!be!a!Shareholder.

To! be! effective,! the! instrument! of! appointment! of! a! proxy! (and! power! of! attorney! or! other! authority,!if!any,!under!which!it!is!signed!or!a!certified!copy!of!that!power!or!authority)!must be! received!by!the!Company!by!mail!at!PO!BOX 305 Fitzroy!VIC!3065,!by facsimile!on!+!61!(0)!3!8678! 1747,!or!in!person!at!1B/205Z207!Johnston!St!Fitzroy!VIC!3065!by!1:00!p.m. AEST!on!28 June!2017.

A!form!of!proxy!accompanies!this!Notice.

Justyn!Stedwell Company!Secretary On!behalf!of!the!Board!of!Directors Motopia!Limited!

EXPLANATORY!STATEMENT

This!Explanatory!Statement!is!intended!to!provide!Shareholders!with!sufficient!information!to!assess!the! merits!of!the!Resolutions!contained!in!this!Notice.

The Directors!recommend!that!Shareholders!read!this!Explanatory!Statement!in!full!before!making!any! decision!in!relation!to!the!Resolutions.

Background!on!acquisition!of!Cirralto

As!announced!to!ASX!on!10!November!2016,!the!Company!has!entered!into!a!binding!agreement!(the! Agreement)!to!wholly!acquire!Cirralto!Business!Services!Pty!Ltd.

Cirralto!is!a!technology!solutions!provider!and!owner!of!the!Flashconvert!technology!solution.!Flashconvert! is! a! migration! service! that! migrates! legacy! data! to! cloud! and! contemporary! application! platforms.! The! Flashconvert!migration!tool!reads,!converts,!cleans!and!writes!the!data!from!a!legacy!source!system!and! format!to a!uniform!data!format!able!to!be!migrated!to the!destination application.

Cirralto!provides!technology!consulting!services!to!businesses!looking!to!enable!mobility!in!their!workforce! and!migrate!their!technology!to!cloud!platforms.!Cirralto's!business!has!been!growing!considerably,!with! FY2017!revenue!expected!to!exceed!A$1,000,000.!Cirralto's!business!model!is!completely!aligned!with!the! Company's! vision! of! legacy! data! migration,! with! Flashconvert! technology! complimentary! with! the! Company's!existing!2SQL!and!MU2!data!migration!technology!offerings.

Motopia's! relationship! with! Cirralto! has! been! longstanding with! the! parties! working! together! since! December! 2014,! when! the! Company! announced! that! it! had! signed! an! agreement! with! Cirralto! to! commercially!deploy!the!Company's!data!migration!software!(the!2SQL!platform)!via!the!cloud.!Since!that! time,! the! Company!and! Cirralto! have!worked! collaboratively! to!acquire! customers!and! promote!a!joint! technology!services!offering.

Cirralto!was!engaged!to!develop!and!manage!a!cloud!based!software!tool!that!enabled!users!to!upload!and! convert!their!data!and!software!using!Motopia's!2SQL!application!whilst!also!providing!dedicated!helpdesk! and!support!services!to Motopia's!2SQL!customers.!A!merger!of!the!Company's!technology!with!Cirrralto's! technology!and!services!is!expected!to!provide!significant!growth!and!revenue!opportunities!for!the!merged! company!and!result!in!value!accretion!for!shareholders.!

The!total!consideration!for!the!acquisition!of!Cirralto!is!an!issue!of!132,500,000 fully!paid!ordinary!shares!in! the!Company.

Certain!vendors!of!Cirralto!are!entities!associated with!existing!Directors,!Messrs!Floate,!L'Estrange!and! Melville.! As! a! result,! ASX! Listing! Rule! 10.1! applies! to! the! acquisition! of! Cirralto! and! the! Company! has! obtained!an!Independent!Expert!Report!to!assess!the!fairness!and!reasonableness!of!the!transaction!for! the!Company's!nonZassociated!Shareholders.!The!Independent!Expert!has!concluded!that!the!transaction! is!fair!and!reasonable.!See!'Annexure!E'!of!this!Notice!for!the!Independent!Expert!Report.

About!Cirralto

Cirralto! is! a! technology! solutions! specialist! that! provides! technology! enablement! services! to! customers! wishing!to!fulfil!their!digital!and!eCommerce!ambitions!to!better!compete!in!the!global!marketplace,!access new,!nonZtraditional markets!and!acquire!new!customers.!

Cirralto's! enablement! capabilities assist! customers! in! moving! their historical, legacy! data! from! older,! unsupported onZpremise! operating! systems;! customer! relationship! management! systems! (CRMs);! and! financial!reporting!platforms!to!contemporary!and!cloud!solutions!to!the!more!robust!enterprise!resource! planning!(ERP)!systems!such!as!Microsoft!Dynamics.!

The! advent! of! cloud! applications has! resulted! in! a! huge! demand! for! conversion! of! onZpremise! data! migration! to! cloud.! To! service! this! growing! market! need! for! data! conversion! and! migration! to! cloud,! Cirralto's! Flashconvert (www.flashconvert.com) data! migration! platform! takes! customers! on! premise! accounting! and! business! management! platforms! to! contemporary! cloud! enabled platforms via an! automated!service!that!enables!customers!to!upload!a!backup!file!of!their!data!to!an!online!cloud!service! that!converts!the!data!to!a!format!that!is!compatible!with!the!desired!cloud!application platform.!

The! Flashconvert! service! harvests! the! data! from! the! backup,! runs! a! background! processing! tool! that! converts!the!data!in!to!a!compatible!format!with!the!destination!system;!identifies!conversion!errors!via!an! online!visualisation!tool!prior!to!posting,!thereby allowing!the!customer!to!correct!errors!so!that!the!new! data!environment!is!errorZfree.

In!addition!to!the!Flashconvert!technology,!Cirralto!provides!customers!with!technology!consultation!and! enablement!services.!Cirralto's!technology!specialists!cover!the!following:

• legacy!and!data!migration;!
• enterprise!software!implementation;
• eCommerce!enablement!and!web!development;!
• digital!and!apps!integration!solutions;!and!
• help!desk!and!support!services.!

Cirralto!has!successfully migrated!customers!legacy!eCommerce!web!stores!and implemented!

• new!eCommerce!web! stores!with!contemporary!design!and!integrated!online!and!offline! store! capabilities!for!numerous!businesses;!
• cloud!enabled!CRMs;!and!
• ERP!implementations,!

either!individually!or!bundled!via!an!integrated!solution!service!offering!to!customers.!

Cirralto!generates!revenue!from!customers!via!multiple!avenues,!namely:

• consultative! services! from! project! related! work wrapped! in! a! SaaS! and! support! model! with! monthly!recurring!revenue;
• migration!and!conversion!services!from!company!owned!IP!(Flashconvert!and!MU2);!and
• reseller!fees!from 3rd party!technology!vendors.

Cirralto's!target!segment!is!in!the!highly!underserviced!small!to!medium!enterprise!segment; coZop buying! groups;!wholesale!distributors!and!franchise!groups.

Additionally,!Cirralto!has!engaged!in!discussions!with!3rd party!technology!and!software!vendors!to!form! partner!alliances!and! become!accredited! resellers!and!enablement! partners! of! 3rd party!ISV! (integrated! software!vendor)!products!and!services,!and!is!currently!in!advanced!discussions!to!become!an!enablement! partner!with!an!emerging!eCommerce!technology!provider!to!rapidly!deploy!eCommerce!migrations!and! enablement!services!on!behalf!of!the!vendor.

Since!its!inception,!Cirralto!has!generated!over!A$500,000!in!revenue!and!is!forecast to!generate!in!excess! of!A$1,000,000!in!revenues!for!FY2017.

Motopia!and!Cirralto

In!December!2014, the!Company!contracted!Cirralto! to!provide!dedicated! technical!development,!sales,! helpdesk!and!support!services!to!2SQL!customers!utilising!the!cloud!environment!and!deliver!both!technical! and!sales!expertise!on!behalf!of!the!Company.!Since!the!launch!of!the!CU2!platform,!the!Cirralto's!technical! and!sales!staff!have!assisted!the!Motopia!in:

• a) developing! and! managing! a! cloud! based! software! tool! that! enables! customers! to! upload! and! convert!their!data!and!software!using!the!Company's!2SQL!application;
• b) the!roll!out!of!the!CU2!platform!for!a!range!of!migration!solutions;!and
• c) entering!in!to!reseller!agreements!with!third!party!cloud!service!and!data!migration!vendors!to! expand!the!reach!of!the!Company's!conversion!technologies.

This! allowed! the! Company! to! have! a! solid! platform! of! technologies! and! IT! resources! and! expertise! to! underpin!growth!and!revenue!initiatives!for!2017 and!beyond.!!

The!merger!of!the!two!businesses!was!driven!by!Motopia!and!Cirralto!identifying!the!customers!of!each! business! requiring! both! business'! data! conversion! and! migration! technologies! to! enable! a! complete! business!modernisation!to!be!cloud!enabled.!

The!prospect!of!both!parties!being!able!to!market!their!platforms!to!each!others!customers!is!expected!to! provide!significant!synergies!and!provide!a!value!uplift!to!existing!shareholders!and!further!leverage!the! Company's!value!proposition!in!data!conversion!and!migration!services.

As!there!is!no!change! to! the!nature!of! the!Motopia's!activities,!nor! the!Company's!main!undertaking!of! technology! and! software! development! in! data! migration! and! conversion! solutions.! The Transaction! is! consistent!with!the!Company's!objectives!to!become!the!premier!data!migration!and!conversion!solution! specialist.! The! activities! of! Cirralto! are! entirely! complementary! to! the! Company's! current! legacy! data! conversion!assets!and!the!merger!of!both!parties!products/technologies!allows!the!combined!entity!to!have! an expanded!and!more!complete!data!migration!offering.

Key!terms!of!acquisition!of!Cirralto!by!the!Company

In!consideration!for!100%!of!issued!capital!of!Cirralto,!the!Company!will!ultimately!issue!132,500,000 fully! paid! ordinary shares! in! the! Company to! Cirralto! shareholders! (Consideration! Shares).! In! terms! of! the! Consideration!Shares,!the!Company!will!issue!69,289,925 to!the!Related!Party!Vendors.! The!remainder!of! the! Consideration! Shares! will! be issued! to the Unrelated Vendors as! outlined! at! the! section headed! 'Resolution! 3! Z Issue! of! up! to! 63,210,075 Shares! for! Cirralto! acquisition! – Unrelated! Vendors' of! the! Explanatory!Statement.

Settlement!of! the!acquisition of!Cirralto is!conditional!upon! the!satisfaction! (or!waiver)!of! the! following! material!conditions!precedent!on!or!before!30!June!2017!or!such!other!date!as!may!be!agreed!in!writing:

• a) completion!of!reasonable!legal, financial,!technical!and!operational!due!diligence!by!the!Company on!Cirralto's assets,!and!the!Company being!satisfied!in!its!absolute!discretion!with!the!results!of! that!due!diligence (this!is!complete);

• b) completion!of!reasonable!legal,!financial!and!operational!due!diligence!by!Cirralto on!the!Company and!its!subsidiaries!(MOT!Group)!and!the!MOT!Group's!assets,!and!Cirralto being!satisfied!in!its! absolute!discretion!with!the!results!of!that!due!diligence (this!is!complete);

• c) each!Cirralto minority!shareholder!accepting! the!offers!in! respect!of! their!Cirralto shares!on!or! prior!to!the!date!which!is!30!days!after!the!date!the!agreement is!executed!by!each!party!(or!such! other!date!as!agreed!to!by the!Company and!Cirralto's!major!shareholders in!writing);

• d) receipt!of!any!required!Company!shareholder!or!regulatory!approvals!under!the!Corporations!Act! and!the!ASX!Listing!Rules,!including but!not!limited!to:

  • (i) under!ASX!Listing!Rule!11.1.2!for!the!proposed!acquisition of!Cirralto;
  • (ii) under!ASX!Listing!Rule!10.1!in!connection!with!the!Consideration!Shares!to!be!issued!to!related! parties!including!the!provision!of!an!independent!expert!report!which!provides!a!finding!at!a! minimum!of!not!fair!but!reasonable;
  • (iii) under!ASX!Listing!Rule!7.1!in!connection!with!the!Consideration!Shares!to!be!issued!to!nonZ related!parties; and
  • (iv) section!254(H) of!the!Corporations!Act to!consolidate!the!Company's!existing!share!capital!on! a! 100:1! basis (this! was! approved! at the! Company's annual! general! meeting held! on! 16 November!2016 and!subsequently!completed!(Share!Consolidation));

• e) each! key! management! personnel! of! Cirralto as! nominated! by the! Company entering! into! an! employment! contract! or! contractor! contract! with!the! Company (or! its! nominee)! on! terms! and! conditions!mutually!agreeable!between!the!relevant!parties:!and

• f) subject!to!completion!of!the!Share!Consolidation,!the!Company completing!a!capital!raising!to!raise! a!minimum!of!$2,600,000.

Capital!Raising!and!Capital!Structure

The!Company!intends!to!conduct!a!capital!raising, via!a!proposed!nonZrenounceable!right!issue,!to!raise! approximately!$2.9 million, in!conjunction!with!or!shortly!following!the!acquisition!of!Cirralto.!!!Funds!raised! will! be! used! for! working! purposes! and! to! increase! Cirralto! revenue! generation! capabilities! from! the! expansions!of!its!team,!intellectual!property!and!sales!and!marketing!presence.! Specifically,!funds!will!be! invested!in:

• appointments of!key!personnel,!to!support!national!business!development!activities;
• Expansion!of!modernisation!team!to!deliver!upon!existing!and!future!contracts;
• setup!east!coast!operations!and!the!movement!of!head!office!to!Sydney;
• expansion!of!marketing!capability!to accelerate!growth;
• expansion!of!implementation!team!to!support!accelerated!scale!and!growth;!and
• expansion!of!modernisation!IP!to!broaden!market!capability.

The!Company!is!not!seeking!shareholder!approval!for!the!proposed!capital!raising,!the!capital!raising!will! be!conducted!without!prior!shareholder!approval!in!accordance!with!ASX!Listing!Rule!7.1!and/or!under!one! of!the!exceptions!to!ASX!Listing!Rule!7.1 detailed!under!ASX!Listing!Rule!7.2.

A! pro! forma! balance! sheet!as!at! 31!March 2017 reflecting! the! changes!as!a! result! of! the!acquisition! of! Cirralto!and the proposed!capital!raising!is!set!out!at!'Annexure!C' of!this!Notice.!!A!pro!forma!profit!and! loss!statement!for!the!9!months!ending!31!March!2017!reflecting!the!consolidation!of!Cirralto!for!the!period! is!set!out!at!'Annexure!D'!of!this!Notice.

The!below!table!sets out!the!current!capital!structure!of!the!Company!and!the!capital!structure!following! the!acquisition!of!Cirralto!and!proposed!capital!raising.

Details	Shares!to!be!issued	Total!Shares!on!Issue
Current!Motopia!Shares!on!Issue		72,258,638
Shares!issued!as!consideration!for!Cirralto!	132,500,000	204,758,638
Shares!issued!under!capital!raising!	Approximately!	Approximately
	72,258,638	277,017,276

The total!number!of!Shares!held!by Rare!Air!Nominees!and!Raptor!Global!Corporation!and!percentage!held! by!each!pre!and!post!the!acquisition!of!Cirralto!and!the!proposed!capital!raising!is set!out!in!the!below!table. Rare!Air!Nominees!is!an!entity!associated!with!existing!Company!director!Mr!Adrian!Floate!whilst!Raptor! Global!Corporation!is!an!entity!associated!with!Messrs!Marcus!L'Estrange!and!Shaun!Melville.!

Shareholder	Current!Shares!held	Current!%!of!Shares	Shares!held!post!Acquisition	%!of!Shares!post!Acquisition	Shares!held!post!Capital!Raising	%!of!Shares!held!post!Capital!Raising
Rare!Air!Nominees	Nil	Nil	38,103,949	18.61%	38,103,949*	13.76%*
Raptor!Global!Corporation!	4,974,424	6.88%	36,160,400	17.66%	36,160,400*	13.05%*

Board!and!Management!Changes

On! completion! of! the acquisition,! the! Company's! CEO,! Michael! Mulvey,! will be appointed! Managing! Director!of!the!Company.!Mr.!Mulvey's!profile!is!set!out!in!this!Explanatory!Statement!under!Resolution!4 which!relates to!the!appointment!of!Michael!Mulvey!as!a!Director.!!

On!completion!of!the!acquisition,!Mr!Francis!DeSouza!a!current!Director!of!Cirralto,!will!join!Motopia!as! Chief!Operating!Officer.

Mr!DeSouza!has!over!10!years!of!investment!banking!and!equity!markets!experience.!!He!is!a!coZfounder!of! Cirralto!and! coZfounder! of! Appstablishment! Software!Group! Pty! Ltd,!a!mobile!application!and! software! development! company.! ! Prior! to! founding! Cirralto! and! Appstablishment,! Mr! DeSouza! was! a! corporate! advisor!and!founder!of!Otsana!Capital,!a!boutique!corporate!advisory!firm;!Burnvoir,!a!boutique!corporate! advisory! firm! and! Citigroup! Global! Capital! Markets.! Mr! DeSouza! specialises! in! mergers,! acquisitions,! divestments,!capital!raisings,!IPO's,!corporate!restructuring!and!recapitalisation!of!private!and!public!listed! companies.

Resolution!1 G Approval!to!change!in!scale!of!activities!and!acquisition!from!a!related!party

General

Resolution!1!seeks!the!approval!of!Shareholders!for!a!change!in!the!scale!of!the!Company's!activities!via!the! acquisition!of!100%!of!the!issued!share!capital!of!Cirralto from!the!Related!Party!Vendors!and!the!Unrelated! Vendors and!for!the!acquisition!of!a!substantial!asset!from!the!Related!Party!Vendors!pursuant!to!listing! rule!10.1.

A!detailed!description!of!the!proposed!acquisition of!Cirralto is!outlined!at!the section headed!'Key!terms! of!acquisition!of!Cirralto!by!the!Company' above.

ASX!Listing!Rule!10.1!

ASX!Listing!Rule!10.1!provides!that!an!entity!must!ensure!that!neither!it,!nor!any!of!its!child!entities,!acquires! a!substantial!asset!from, or!disposes!of!a!substantial!asset!to,!amongst!other!persons,!a!related!party!of!the! entity,!a!substantial!holder!or!one!of!its!associates,!without!the!prior!approval!of!holders!of!the!entity's! ordinary!shareholders.!

Substantial'asset

For!the!purposes of!ASX!Listing!Rule!10.1,!an!asset!is!substantial!if!its!value,!or!the!value!of!the!consideration! for!it!is,!or!in!ASX's!opinion!is,!5%!or!more!of!the!equity!interests!of!the!entity!as!set!out!in!the!latest!accounts! given!to!ASX!under!the!ASX!Listing!Rules.!

As!the!value!of!the!consideration!being!issued!by!the!Company!to!each!of!Rare!Air!Nominees and,!Raptor! Global!Corporation!is!more!than!5%!of!the!equity!interests!of!the!Company!as!set!out!in!the!latest!accounts! given! to! ASX! under! the! ASX! Listing! Rules,! the! acquisition! of! Cirralto! will! result! in! the! acquisition! of! a! substantial!asset!from!each!of!these!Vendors.!

Related'Party

For! the!purposes!of!ASX!Listing!Rule!10.1,!a! related!party!of!an!entity!includes,!amongst!other!persons,! directors!of!a!public!company!and!an!entity!controlled!by!directors!of!a!public!company!(unless!that!entity! is!also!controlled!by!the!public!company).!

Rare!Air!Nominees and!Raptor!Global!Corporation!are!related!parties!of!the!Company!as!Rare!Are!Nominees! is!controlled!by!Motopia!Director!Adrian!Floate!and!Raptor!Global!Corporation!is!controlled!by!Motopia! Directors!Marcus!L'Estrange!and!Shaun!Melville.!

Requirement'for'shareholder'approval'

As!a!result!of!the!above!conclusions,!the!acquisition!of!Cirralto!will!result!in!the!acquisition!of!a!substantial! asset! from! related! parties! of! the! Company!and! the! Company!is! therefore! required! to! seek!Shareholder! approval!under!ASX!Listing!Rule!10.1.!

Independent!Expert's!Report!

ASX!Listing!Rule!10.10.2!requires!a!notice!of!meeting!containing!a!resolution!under!ASX!Listing!Rule!10.1!to! include!a!report!on!the!transaction!from!an!independent!expert.!

The!Independent!Expert's!Report! set!out!in!'Annexure!E'!of! this!Notice sets!out!a!detailed!independent! examination! of! the! Cirralto!acquisition! to!enable! nonZassociated! Shareholders! to! assess! the!merits! and! decide!whether!to!approve!the!acquisition.!

To!the!extent!that!it!is!appropriate,!the!Independent!Expert's!Report!enclosed!with!this!Notice!of!Meeting! sets! out! further!information!with! respect! to! the!Acquisition! of! Cirralto!and! concludes! that!it!is! fair!and! reasonable!to!the!nonZassociated!Shareholders.

Shareholders! are! urged! to! carefully! read! the!Independent! Expert's! Report! to! understand! its! scope,! the! methodology!of!the!valuation!and!the!sources!of!information!and!assumptions!made.!

Listing!Rule!11.1

Listing!Rule!11.1!provides! that!where!an!entity!proposes! to!make!a!significant!change,!either!directly!or! indirectly,!to!the!nature!and/or!scale!of!its!activities,!it!must!provide!full!details!to!ASX!as!soon!as!practicable! and!comply!with!the!following:

• a) if!ASX!requires,!obtain!the!approval!of!holders!of!its!shares!and!any!requirements!of!ASX!in!relation! to!the!notice!of!meeting;!and
• b) if! ASX! requires,! meet! the! requirements! of! Chapters! 1! and! 2! of! the!ASX! Listing! Rules! as! if! the! company!were!applying!for!admission!to!the!official!list!of!ASX.

ASX!has!confirmed!to!the!Company!that!it!requires!the!Company!to obtain!the!approval!of!its!Shareholders! for!the!proposed!change!of!activities!pursuant to!Listing!Rule!11.1.2. ASX!has!further!confirmed!that!the! acquisition!of!Cirralto!does!not!require!the!Company!to!reZcomply!with!Chapters!1!and!2!of!the!Listing!Rules.!

For!this!reason,!the!Company!is!seeking!Shareholder!approval!for!the!Company!to!change!the!scale!of!its! activities!under!Listing!Rule!11.1.2.

Details! of! the! assets! to! be! acquired! by! the! Company! and! the! proposed! changes! to! the! structure! and! operations!of!the!Company!are!provided!throughout!this!Explanatory!Memorandum.

Board!recommendation

NonZassociated!director!Mr!Stephen!Dale!recommends!that!Shareholders!vote!in!favour!of!Resolution!1.

Resolution!1 is!an!ordinary!resolution.

The!Chair!intends!to!exercise!all!available!proxies!in!favour!of!Resolution!1.

Resolution!2 – Issue!of!up!to 69,289,925 Shares!for!Cirralto!acquisition!– Related!Party!Vendors!

General

The!Company!has!agreed,! subject! to!obtaining!Shareholder!approval,! to!issue!69,289,925 Shares! to! the! Related!Party!Vendors!(or!their!nominee(s))!in!part!consideration!for!the!acquisition!of!Cirralto.

Resolution!2 seeks! Shareholder! approval! for! the! issue! of! Shares! to! the! Related! Party! Vendors! (or! their! nominee(s)).

Chapter!2E!of!the!Corporations!Act!

For!a!public!company,!or!an!entity!that!the!public!company!controls,!to!give!a!financial!benefit!to!a!related! party!of!the!public!company,!the!public!company!or!entity!must:

• obtain!the!approval!of!the!public!company's!members!in!the!manner!set!out!in!sections!217!to!227! of!the!Corporations!Act;!and
• give!the!benefit!within!15!months!following!such!approval,

unless! the!giving! of! the! financial! benefit! falls!within!an!exception! set! out!in! sections! 210! to! 216! of! the! Corporations!Act.

The!issue!of!Shares!to!the!Related!Party!Vendors!constitutes!giving!a!financial!benefit!and!the!Related!Party! Vendors! are! related! party! of! the! Company! by! virtue! of! being!entities! controlled! by!Company!Directors! Adrian!Floate!(Rare!Air!Nominees)!and Marcus!L'Estrange!and!Shaun!Melville!(Raptor!Global!Corporation).

NonZassociated!Director,!Stephen!Dale,!considers that!Shareholder!approval!pursuant!to!Chapter!2E!of!the! Corporations!Act!is!not!required!in!respect!of!the!issue!of!the!Shares!to!the!Related!Party!Vendors!because! the! term! sheet! pursuant! to! which! it! was! agreed! that! the! Shares! would! be! issued! to! the! Related! Party! Vendors!was!negotiated!on!an!arm's!length!basis and!the!Independent!Expert!has!confirmed!the!transaction! is!fair!and!reasonable!to!the!unassociated!shareholders.

Accordingly,!approval!will!not!be!sought!under!Chapter!2E!for!the!issue!of!these Shares!to!the!Related!Party! Vendors.

ASX!Listing!Rule!10.11

ASX!Listing!Rule!10.11!also!requires!shareholder!approval!to!be!obtained!where!an!entity!issues,!or!agrees! to!issue,!securities!to!a!related!party,!or!a!person!whose!relationship!with!the!entity!or!a!related!party!is,!in! ASX's!opinion,!such!that!approval!should!be!obtained!unless!an!exception!in!ASX!Listing!Rule!10.12!applies.

As!the!issue!of!the!Shares!involves!the!issue!of!securities!to!a!related!party!of!the!Company,!Shareholder! approval!pursuant!to!ASX!Listing!Rule!10.11!is!required!unless!an!exception!applies.!It!is!the!view!of!the! Directors!that!the!exceptions!set!out!in!ASX!Listing!Rule!10.12!do!not!apply!in!the!current!circumstances.

Approval!pursuant!to!ASX!Listing!Rule!7.1!is!not!required!for!the!issue!of!Shares!to!the!Related!Party!Vendors! as!approval!is!being!obtained!under!ASX!Listing!Rule!10.11.!Accordingly,!the!issue!of!Shares!to!the!Related! Party!Vendors!(or!their!nominee(s))!will!not!be!included!in!the!use!of!the!Company's!15%!annual!placement! capacity!pursuant!to!ASX!Listing!Rule!7.1.

Information!required!by!ASX!Listing!Rule!10.13

In!compliance!with!the!information!requirements!of!ASX!Listing!Rule!10.13,!Shareholders!are!advised!of!the! following!particulars!on!the!allotment!and!issue:

Maximum! number! of! securities!to!be!issued	69,289,925 Shares
Date!of!issue	If!Shareholder!approval!is!obtained,!the!issue!of!the!Shares!will!occur!no!later!than!one!month!after!the!date!of!the!General!Meeting!(or!such!later!date!as!permitted!by!any!ASX!waiver!or!modification!of!the!ASX!Listing!Rules).
Issue!price!per!security	Shares!will!be!issued!at!a deemed issue!price!of!$0.04!per!Share and!in!consideration!for!the!acquisition!of!the!Related!Party!Vendors'!Cirralto!shares.
Terms!of!issue	The!Shares!to!be!issued!will!be!fully!paid!ordinary!Shares!in!the!capital!of!the!Company!and!rank!equally!with!all!existing!Shares!on!issue.
Persons! to!whom! securities!will!be!issued	38,103,949 Shares!will!be!issued!to!Rare!Air!Nominees,!an!entity!controlled!by!Director,!Adrian!Floate,!and!31,185,976 Shares!will!be!issued!to!Raptor!Global!Corporation,!an!entity!controlled!by!Directors!Marcus!L'Estrange!and!Shaun!Melville.

Intended!use!of!funds	No!funds!will!be!raised!from!the!proposed!issue!of!the!Shares!as!the!Shares!are!
	proposed!to!be!issued!in!part!consideration!for!the!acquisition!of!Cirralto.

Resolution!3 – Issue!of!up!to 63,210,075 Shares!for!Cirralto!acquisition!– Unrelated!Vendors

General

Resolution!3 seeks!Shareholder!approval!for!the!issue!of 63,210,075 Shares!to!the!Unrelated!Vendors!(or! their!nominee(s))!in!consideration!for!the!acquisition!of!the!Unrelated!Vendors'!Cirralto shares.

ASX!Listing!Rule!7.1!provides!that!a!company!must!not,!subject!to!specified!exceptions,!issue!or!agree!to! issue!more!equity!securities!during!any!12!month!period!than!that!amount!which!represents!15%!of!the! number!of!fully!paid!ordinary!securities!on!issue!at!the!commencement!of!that!12!month!period.

The!effect!of!Resolution!2 will!be! to!allow! the!Company! to!issue! the!Shares! the!subject!of!Resolution!2 during!the!period!of!3!months!after!the!Meeting!(or!a!longer!period,!if!allowed!by!ASX),!without!using!the! Company's!15%!annual!placement!capacity.

Information!required!by!ASX!Listing!Rule!7.3

In!compliance!with!the!information!requirements!of!ASX!Listing!Rule!7.3,!Shareholders!are!advised!of!the! following!particulars!on!the!allotment!and!issue:

The!names!of!the!persons!that!will!be!issued!the!securities	It! is! proposed! that! the! Shares! will! be! issued! to! the! Unrelated!Vendors! (or! their! nominee(s)),! each! of! which! are! not! related!parties!of!the!Company,!as!set!out!below:
	Shareholder	Consideration!Shares!
	Megastone!Pty!Ltd! <megastone!a c=""></megastone!a>	323,171
	Australian!Trade!Access!Pty!Ltd! <ata!Superannuation!Fund!A/C></ata!	646,341
	Thomas!Michael!McCrone!and!James!Bernard!BaronZCroston	323,171
	Active!Office!Services!Pty!Ltd! <badke!services!a c=""></badke!services!a>	323,171
	Jckay!Pty!Ltd! <the!j&kay!family!trust!a c=""></the!j&kay!family!trust!a>	646,341
	Andrew!Murray!Gregor	1,939,024
	Bellaire!Capital!Pty!Ltd! <bellaire!capital!invest!A/C></bellaire!capital!invest!	2,100,610
	Lucky!Bay!Investments!Pty!Ltd! <the!j!&!p!super!Fund!A/C></the!j!&!p!super!	807,927
	Nita!Mehta	807,927
	Mark!Linney! <ma!linney!family!trust!a c=""></ma!linney!family!trust!a>	4,718,293
	APED!Pty!Ltd	323,171
	Alexander!Naum!&!Albina!Naum! Coco!<br Investments!A/C>	646,341
	LJR!Constructions!Pty!Ltd	3,393,293
	Thi!Tieu!Thanh!Tran	323,171
	Ian!Patrick!McFarlane! <mcfarlane!trust!a c=""></mcfarlane!trust!a>	2,100,610

	Danielle!Shannon!Cross!and!Craig!Anthony!Pasco	807,927
	Hay!Street!Property!Pty!Ltd	3,231,707
	Peter!Richards!Buntan	807,927
	Lorndell!Nominees!Pty!Ltd! <bowman!family!trust!A/C></bowman!family!trust!	2,100,610
	Jedi!Online!Pty!Ltd! <the!bowman!superannuation!Fund></the!bowman!superannuation!	807,927
	Halina!Estella!SelwynZCross!and!Jakob!Daniel!Le!Roux	1,615,854
	Durak!Investment!Corporation!Pty!Ltd	484,756
	Jodet!Durak	807,927
	Bowman!Lane!Insurance!Pty!Ltd!ATF!Jedi!Trust	1,809,756
	Maxiline!Holdings!Pty!Ltd!	1,551,220
	Goldclaim!Corporation!Pty!Ltd!ATF!Hann!Superannuation!Fund!	1,292,683
	Ashleigh!Allan	646,341
	The!Trustee!of!Feral!55!Superannuation!Fund	6,075,610
	Graham!Robert!Brown	420,122
	Benjamin!John!Thompson420,122
	Paul!Harapin840,244
	Janice!Alexander646,341
	Northern!Griffin!Pty!Ltd!	7,352,108
	Nommack!Sales!Pty!Ltd	676,539
	Davy!Corp!Pty!Ltd! <davy!investment!trust></davy!investment!trust>	646,341
	C.E.!Anderson!Pty!Ltd403,989
	Andrew!Mann	7,109,756
	Shane!Vivian!Nall	3,231,706
	Total	63,210,075
The!maximum!number!of!	63,210,075 Shares
securities!the!Company!will!issue
The! date! by! which! the! Company!	The! Company! will! issue! the! securities! within! 3! months! of the!
will!issue!the!securities	date!of!the!Meeting!(or!such!later!date!if!permitted!by!the!ASX).!
The!issue!price!of!the!securities	The!Shares!will!be!issued!at!a!deemed issue!price!of!$0.04 per!
The!terms!of!the!securities	Share.!!
	The!Shares!to!be!issued!will!be!fully!paid!ordinary!Shares!in!the!capital!of the!Company!and!rank!equally!with!all!existing!Shares!
	on!issue.
The! intended! use! of! the! funds!	No!funds!will!be!raised!from!the!proposed!issue!of!the!Shares!as!
raised	the!Shares!are!proposed! to!be!issued!in!part!consideration! for!
	the!acquisition!of!Cirralto.

Resolution!4 – Approve!the!previous!issue!of!6,900,000!Shares

Background

On!21!December 2016,!the!Company!issued!6,900,000!shares!without!the!prior!approval!of!Shareholders! and!in!accordance!with!ASX!Listing!Rule!7.1.

Resolution!4 seeks!Shareholder!approval!for!the!previous!issues!6,900,000!Shares on!21!December!2016,! for!the!purposes!of!ASX!Listing!Rule!7.4!and!all!other!purposes.

ASX!Listing!Rules!7.1, 7.4!&!7.5

ASX!Listing!Rule!7.1!provides!that!a!listed!company!must!not,!subject!to!certain!exceptions,!issue!or!agree! to!issue!more!than!15%!of!its!capital!within!a!12Zmonth!period!without!the!approval!of!shareholders.!!

ASX!Listing!Rule!7.4!provides!that!an!issue!of!shares!made!without!approval!under!Listing!Rule!7.1!and/or! 7.1A!is!treated!as!been!made!with!approval!if!each!of!the!following!applies:

• a) the!issue!did!not!breach!Listing!Rule!7.1!or!7.1A,!and
• b) the!shareholders!of!ordinary!securities!subsequently!approve!the!issue.

The!issue!of!6,900,000!Shares!did!not!breach!ASX!Listing!Rule!7.1!and the!Company!seeks!subsequent! Shareholder!approval!for!these!issues!of!Shares!for!the!purposes!of!ASX!Listing!Rule!7.4!and!all!other! purposes.!!

If!Resolution!4 is!approved,!the!prior!issue!of!6,900,000!Shares!may!be!treated!by!the!Company!as!having! been!made!with!approval!under!ASX!Listing!Rule!7.1.!The!Company!will!therefore!be!able!to!issue! additional!equity!securities,!without!the!Shares!counting!towards!the!15%!threshold!for!the!purposes!of! ASX!Listing!Rule!7.1.

Information!required!by!ASX!Listing!Rule!7.5

In!compliance!with!the!information!requirements!of!ASX!Listing!Rule!7.5,!Shareholders!are!advised!of!the! following!particulars!on!the!allotment!and!issue:!

Number!of!securities!issued	6,900,000!Shares.
The!issue!price!of!securities	$0.04 per!Share!raising!$276,000
Terms!of!issue	The!Shares!issued!were!all!fully!paid!ordinary!Shares!in!the!capital!of!the!Company!and!rank!equally!with!all!existing!Shares!on!issue.
Name!of!allottees!or!basis!on!	The!Shares!were!allotted!and!issued!to!sophisticated!and!professional!
which!allottees!were!determined	investors!and/or!clients!of!Raptor!Global!Corporation.
Use!of!funds	Working!capital!and!further!product!development!and!commercialization.

Resolution!5 G Election!of!Director!– Michael!Mulvey!

General

Michael!Mulvey!is!the!Company's!current!Chief!Executive!Officer!and!it!is!proposed!that!he!be!appointed! Managing!Director!of!the!Company!subject!to!completion!of!the acquisition!of!Cirralto.!!!

Accordingly,!Mr.!Mulvey!offers!himself!for!election!as!a!Director!pursuant!to!clause!20.3!of!the!Constitution! and! being! eligible, the! Board! proposes! that! he! be! elected! as! a! Director subject! to! completion! of! the! acquisition!of!Cirralto.

Mr! Mulvey! has! had! an! extremely! impressive! career! in! the! technology! sector! with! significant! senior! leadership!experience.!Mr!Mulvey!has!a!strong! track! record!of!achieving!value!creating!growth! through! innovation!and!disciplined!strategies.!

He!brings!a!wealth!of!Senior!Executive!experience!in!key!management!positions!across!a!wide! range of! companies.! Mulvey! joins! Motopia! with! a! strong! sales,! management! development! and! growth! ethos! bringing!more!than!30!years!of!technology!industry!leadership!across!New!Zealand,!Australia!and!Asia. Mr!Mulvey!has!enjoyed!successful!careers!at!Nokia!and!Tait!Communications!in!senior!positions!across!most! aspects!of!Executive!Management.!He!has!extensive!industry!knowledge!across!many!technology!fields!and! industry!verticals.!

Mr!Mulvey!joined!Nokia!in!1992!and!quickly!rose!through!the!ranks!to!Managing!Director!for!Nokia!New! Zealand!after!which!he!was!promoted!to!the!role!of!Managing!Director,!Nokia!Hong!Kong!Limited.!!During! this!time!Mulvey!drove!strong!and!rapid!growth!across!all!aspects!of!the!addressable!market.!

After!a!period!of!time!successfully!establishing!and!growing!personal!business!interests!in!the!development! of!a!global!wine!production!and!export!business,!Mr!Mulvey!reZentered!the!Technology!world!in!2012!and! joined! Tait! Communications! as! Regional! Sales! Manager,! Asia! Pacific.! ! Mr! Mulvey! was! instrumental! in! successfully! changing! the! way! that! Tait! approached! the! market! by! opening! up! Channel! sales! and! restructuring!the!approach!to!Direct!Sales.!He!held!this!role!until!late!2016.!!!!

Resolution!6 – Approve!the!issue!of!13,500,000!Options!to!Michael!Mulvey!

The!Company!proposes!to!issue!13,500,000!Options!to!Michael!Mulvey!and/or!his!nominee(s) on!the!terms! and!conditions!set!out!below!and!subject!to!completion!of!the!acquisition!of!Cirralto.!It!is!intended!that!Mr.! Mulvey!will!be!appointed!Managing!Director!of!the!Company!subject!to!the!completion!of!the!acquisition! of!Cirralto.

The! issue! of! options! to! executive! management! as! a! form! of! incentive! based! remuneration! is! common! practice! in! listed! companies! and! further! encourages! and! rewards! efforts! by executive! management! to! improve!the!performance!of!the!Company!to!the!commercial!benefit!of!all!Shareholders.!!!

The!vesting!of!the!Options!is!linked!to!the!achievement!of!specific!revenue!targets!with!6,750,000! Options!to!vest when!the!Company!achieves!revenue!of!more!than!$2,000,000!in!any!12!month!period! in!the!first!24!months!following!the!acquisition!of!Cirralto!and!6,750,000!Option!to!vest!when!the! Company!achieves!revenue!of!more!than!$6,000,000!in!any!12!month!period!in!the!first!36!months! following!the!acquisition!of!Cirralto.!!Options!will!immediately!lapse!if!vesting!conditions!are!not! achieved.

The! Board! believes! it! is! important! to! offer! these! Options! to! continue! to! attract! and maintain! highly! experienced! Board!members!and!executives!in!a!competitive!market.!In!addition,!the!Options!may!provide! the!Company!with!additional!funding!(if!the!Options!are!exercised).

Chapter!2E!of!the!Corporations!Act!

For!a!public!company,!or!an!entity!that!the!public!company!controls,!to!give!financial!benefit!to!a!related!party! of!the!public!company,!the!public!company!or!entity!must:

• a) obtain!the!approval!of!the!public!company's!members!in!the!manner!set!out!in!Sections!217!to! 227!of!the!Corporations!Act;!and
• b) give!the!benefit!within!15!months!following!such!approval,

unless! the!giving! of! the! financial! benefit! falls!within!an!exception! set! out!in!Sections! 210! to! 216! of! the! Corporations!Act.

The!issue!of!Options!to!Mr.!Mulvey!constitutes!giving!a!financial!benefit!and!he!is!a!related!party!by!virtue!of him being!a!proposed!Director.

The!Directors!consider! that!Shareholder!approval!pursuant! to!Chapter!2E!of! the!Corporations!Act!is!not! required! in! respect! of! the! issue! of! Options! to! Mr.! Mulvey! because! the! Options! will! form! part! of! his! remuneration!as!an!executive!of!the Company!and!the!remuneration!is!reasonable!given!his circumstances! and!the!circumstances!of!the!Company.

Accordingly,!approval!will!not!be!sought!under!Chapter!2E!for!the!issue!of!these!Options!to Michael!Mulvey.

ASX!Listing!Rule!10.11

Under!ASX!Listing!Rule!10.11,!Shareholder!approval!is!required!for!the!issue!of!equity!securities!to!a!related! party!of!a!listed!company.!Once!approval!is!obtained!pursuant!to!Listing!Rule!10.11,!the!Company!is!entitled!to! rely!on!Listing!Rule!7.2,!Exception!14!as!an!exception!to!any!requirement!that!may!otherwise!apply!requiring! Shareholder!approval!under!Listing!Rule!7.1.

It!is!proposed!that!Options!be!issued!to!Michael!Mulvey as!part!of!his!remuneration!as!Managing!Director of!the!Company.

Information!required!by!ASX!Listing!Rule!10.13

In!compliance!with!the!information!requirements!of!ASX!Listing!Rule!10.13,!Shareholders!are!advised!of!the! following!particulars!on!the!allotment!and!issue:

Maximum!number!of!securities!to!be!issued	13,500,000!Options.
Date!of!issue	If!Shareholder!approval!is!obtained,!the!issue!of!the!Options!will!occur!no!later!than!one!month!after!the!date!of!the!General!Meeting!(or!such!later!date!as!permitted!by!any!ASX!waiver!or!modification!of!the!ASX!Listing!Rules).
Issue!price!per!security	Options!will!be!issued!for!nil!consideration.

Terms!of!issue	Each!Option!will!entitle!the!holder!to!subscribe!for!one!Share!in!the!Company!and!will!expire!on!30!June!2022.!The!Options!will!be!exercisable at!an!exercise!price!of!$0.045 at!any!time!on!or!before!the!expiry!date subject!to!the!achievement!the!below!vesting!conditions:!6,750,000!Options!will!vest!when!the!Company!achieves!revenue!of!more!than!$2,000,000!in!any!12!month!period!in!the!first!24!months!following!the!acquisition!of!Cirralto.!6,750,000!Options will!vest!when!the!Company!achieves!revenue!of!more!than!$6,000,000!in!any!12!month!period!in!the!first!36!months!following!the!acquisition!of!Cirralto.Options!will!immediately!lapse!if!vesting!conditions!are!not!achieved!and!will!otherwise!be!issued!on!the!terms!and!conditions!set!out!in!'Annexure!B'!of!this!Notice.
Persons!to!whom!securities!will!be!issued	Michael! Mulvey,! a! proposed! director! of! the! Company,! or! his!nominee(s).
Intended!use!of!funds	No!funds!will!be!raised!from!the!issue!of!Options.

Resolution!7 – Approve!the!issue!of!13,500,000!Options!to!Adrian!Floate

The!Company!proposes!to!issue!13,500,000!Options!to!Adrian!Floate!and/or!his!nominee(s) on!the!terms! and!conditions!set!out!below!and!subject!to!completion!of!the!acquisition!of!Cirralto.!Mr.!Floate!is!a!current! Executive!Director!of!the!Company!and!is!the!Managing!Director!of!Cirralto.

The! issue! of! options! to! executive! management! as! a! form! of! incentive! based! remuneration! is! common! practice! in! listed! companies! and! further! encourages! and! rewards! efforts! by! executive! management! to! improve!the!performance!of!the!Company!to!the!commercial!benefit!of!all!Shareholders.!!!

The!vesting!of!the!Options!is!linked!to!the!achievement!of!specific!revenue!targets!with!6,750,000! Options!to!vest when!the!Company!achieves!revenue!of!more!than!$2,000,000!in!any!12!month!period! in!the!first!24!months!following!the!acquisition!of!Cirralto!and!6,750,000!Options to!vest!when!the! Company!achieves!revenue!of!more!than!$6,000,000!in!any!12!month!period!in!the!first!36!months! following!the!acquisition!of!Cirralto.!!Options!will!immediately!lapse!if!vesting!conditions!are!not! achieved.

The! Board! believes! it! is! important! to! offer! these! Options! to! continue! to! attract! and! maintain! highly! experienced!Board!members and!executives!in!a!competitive!market.!In!addition,!the!Options!may!provide! the!Company!with!additional!funding!(if!the!Options!are!exercised).

Chapter!2E!of!the!Corporations!Act!

For!a!public!company,!or!an!entity!that!the!public!company!controls,!to!give!financial!benefit!to!a!related!party! of!the!public!company,!the!public!company!or!entity!must:

a) obtain!the!approval!of!the!public!company's!members!in!the!manner!set!out!in!Sections!217!to! 227!of!the!Corporations!Act;!and

b) give!the!benefit!within!15!months!following!such!approval,

unless! the!giving! of! the! financial! benefit! falls!within!an!exception! set! out!in!Sections! 210! to! 216! of! the! Corporations!Act.

The!issue!of!Options!to!Mr.!Floate constitutes!giving!a!financial!benefit!and!he!is!a!related!party!by!virtue!of! him!being!a Director.

The!Directors!consider! that!Shareholder!approval!pursuant! to!Chapter!2E!of! the!Corporations!Act!is!not! required! in! respect! of! the! issue! of! Options! to! Mr.! Floate because! the! Options! will! form! part! of! his! remuneration!as!an!executive!of!the!Company!and!the!remuneration!is!reasonable!given!his!circumstances! and!the!circumstances!of!the!Company.

Accordingly,!approval!will!not!be!sought!under!Chapter!2E!for!the!issue!of!these!Options!to Adrian!Floate.

ASX!Listing!Rule!10.11

Under!ASX!Listing!Rule!10.11,!Shareholder!approval!is!required!for!the!issue!of!equity!securities!to!a!related! party!of!a!listed!company.!Once!approval!is!obtained!pursuant!to!Listing!Rule!10.11,!the!Company!is!entitled!to! rely!on!Listing!Rule!7.2,!Exception!14!as!an!exception!to!any!requirement!that!may!otherwise!apply!requiring! Shareholder!approval!under!Listing!Rule!7.1.

It!is!proposed!that!Options!be!issued!to!Adrian!Floate!as!part!of!his!remuneration!as!an!Executive!Director! of!the!Company.

Information!required!by!ASX!Listing!Rule!10.13

In!compliance!with!the!information!requirements!of!ASX!Listing!Rule!10.13,!Shareholders!are!advised!of!the! following!particulars!on!the!allotment!and!issue:

Maximum!number!of!securities!to!be!issued	13,500,000!Options.
Date!of issue	If!Shareholder!approval!is!obtained,!the!issue!of!the!Options!will!occur!no!later!than!one!month!after!the!date!of!the!General!Meeting!(or!such!later!date!as!permitted!by!any!ASX!waiver!or!modification!of!the!ASX!Listing!Rules).
Issue!price!per!security	Options!will!be!issued!for!nil!consideration.

Terms!of!issue	Each!Option!will!entitle!the!holder!to!subscribe!for!one!Share!in!the!Company!and!will!expire!on!30!June!2022.!The!Options!will!be!exercisable!at!an!exercise!price!of!$0.045 at!any!time!on or!before!the!expiry!date!subject!to!the!achievement!the!below!vesting!conditions:!6,750,000!Option!will!vest!when!the!Company!achieves!revenue!of!more!than!$2,000,000!in!any!12!month!period!in!the!first!24!months!following!the!acquisition!of!Cirralto.!6,750,000!Option!will!vest!when!the!Company!achieves!revenue!of!more!than!$6,000,000!in!any!12!month!period!in!the!first!36!months!following!the!acquisition!of!Cirralto.Options!will!immediately!lapse!if!vesting!conditions!are!not!achieved!and!will!otherwise!be!issued!on!the!terms!and!conditions!set!out!in!'Annexure!B'!of!this!Notice.
Persons!to!whom!securities!will!be!issued	Adrian!Floate,!a!director!of!the!Company,!or!his!nominee(s).
Intended!use!of!funds	No!funds!will!be!raised!from!the!issue!of!Options.

Annexure!A!G Definitions

In!the!Notice!of!Meeting!and!Explanatory!Statement!the!following!terms!have!the!following!meanings:

AEST means!Australian!Eastern!Standard!time.

**AWST!**means!Australian!Western!Standard!time

ASIC means!the!Australian!Securities!and!Investments!Commission.

ASX means!ASX!Limited.

ASX!Listing!Rules means!the!listing!rules!of!ASX.

Board means!the!board!of!directors!of!the!Company.

Cirralto means!Cirralto!Business!Services!Pty!Ltd (ACN!608!108!774).

**Company!**or Motopia means!Motopia Limited!(ABN!67!099!084!143).

Consideration!Shares has!the!meaning!given!in!section!headed!'Motopia!and!Cirralto'!in!the!Explanatory! Statement.

Constitution means!the!constitution!of!the!Company

Corporations!Act means!Corporations!Act!2001!(Cth).

Director means!a!current!director!of!the!Company.

Explanatory!Statement means!the!explanatory!statement!to!this Notice.

Independent!Expert means!Nexia!Perth!Corporate!Finance!Pty!Ltd.

Meeting means!the General!Meeting!of!the!Shareholders of the!Company!to!be!held!on!30 June!2017,!to! which!the!Notice!of!Meeting!and!Explanatory!Statement!relate.

MOT!Group has!the!meaning!given!in!the!section!headed!'Key!terms!of!acquisition!of!Cirralto!by!the! Company'!in!the!Explanatory!Statement.

**Notice!**or Notice!of General Meeting means!this notice!of general meeting!of!the!Company!dated!26 May 2017.

**Option!**means!an!option!to!acquire!a!Share

**Related!Party!Vendors!**means!Rare!Air!Nominees!and!Raptor!Global!Corporation.

Resolution means!a!resolution!referred!to!in!the!Notice.

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

Share!Consolidation has!the!meaning!given!in the section!headed!'Key!terms!of!acquisition!of!Cirralto!by! the!Company'!of!the!Explanatory!Statement.

**Shareholder!**means!a!holder!of!Shares.

**Unrelated!Vendors!**means!Cirralto!vendors!who!are!not!Related!Party!Vendors

Words!importing!the!singular!include!the!plural!and!vice!versa.

All!references!to!currency!are in!Australian!dollars

Annexure!B G Terms!and!Conditions!of!Options Expiring!30!June!2022

• a) Each!Option!entitles!its!holder!to!subscribe!in!cash!for!one!Share.
• b) Subject!to!achievement!of!vesting!conditions,!each!Option!is!exercisable!at!an!exercise!price!of! $0.045 per!Option,!at!any!time!prior!to!the!expiry!date!by!completing!an!option!exercise!form! and!delivering!it,!together!with!payment!for!the!number!of!Shares!in!respect!of!which!the!Option! is!exercised,!to!the!registered!office!of!the!Company.!Any!Option!that!has!not!been!exercised! prior!to!the!Expiry!Date!automatically!lapses.
• c) 50%!of!Options will!vest!if the!Company!achieves!revenue!of!more!than!$2,000,000!in!any!12! month!period!in!the!first!24!months!following!the!acquisition!of!Cirralto.
• d) 50%!of Options will!vest!if the!Company!achieves!revenue!of!more!than!$6,000,000!in!any!12!month! period!in!the!first!36!months!following!the!acquisition!of!Cirralto.
• e) An!Option!automatically!lapses!without!any!claim!against!the!Company!on!the!occurrence!of!any! of!the!following!events:
  • a. upon!the!bankruptcy,!liquidation!or!winding!up!of the!holder!or!the!happening!of!any! other!event!that!results!in!the!holder!being!deprived!of!the!legal!or!beneficial!ownership! of!the!Option;!or
  • b. upon!the!liquidation!or!winding!up!of!the!Company!for!any!reason!other!than!by!the! way!of!members''!voluntary!winding!up.
  • c. upon!nonZachievement!of!vesting!conditions.
• f) The!Company!will!not!apply!for!official!quotation!by!ASX!of!the!Options.
• g) Subject!to!the!Corporations!Act,!the!ASX!Listing!Rules,!and!the!constitution!of!the!Company,!each! Option!is!freely!transferable.
• h) Shares!issued!upon!the!exercise!of!the!Options!will!rank!pari!passu!with!the!Company's!existing! Shares.
• i) The!Company!will!apply!for!official!quotation!by!ASX!of!the!Shares!issued!upon!exercise!of! Options,!subject!to!any!restriction!obligations!imposed!by!ASX.
• j) The!Options!will!not!give!any!right!to!participate!in!dividends!unless!and!until!Shares!are!issued! upon!exercise!of!the!relevant!Options.
• k) There!are!no!participation!rights!or!entitlements!inherent!in!the!Options!and!holders!will!not!be! entitled!to!participate!in!new!issues!of!capital!offered!to!Shareholders!during!the!life!of!the! Option.!The!Company!will!ensure!that!holders!will!be!given!at!least!seven!business!days'!notice! to!allow!for!the!exercise!of!Options!prior!to!the!record!date!in!relation!to!any offers!of!securities! made!to!Shareholders.
• l) In!the!event!of!any!reconstruction!(including!consolidation,!subdivision,!reduction!or!return)!of! the!issued!capital!of!the!Company!prior!to!the!Expiry!Date,!the!number!of!Options!or!the!rights! attaching!to!the!Options!or!both!will!be!reconstructed!in!accordance!with!the!ASX!Listing!Rules! applying!to!a!reorganisation!of!capital!at!the!time!of!the!reconstruction.
• m) If!there!is!any!inconsistency!between!any!of!the!preceding!terms!and!conditions!and!the!ASX! Listing!Rules,!then!the!ASX!Listing!Rules!prevail!to!the!extent!of!the!inconsistency.

	Motopia				Cirralto
	Reviewed'financial'report'31/12/2016	Convertible'notes'issued'2017	Estimate'for'March'quarter	Acquisition'of'Cirralto	Capital'raising	Proforma'Company'Balance'Sheet	Unaudited'Balance'Sheet'28'February'2017	Consolidated'Balances	Elimination'entries	Proforma'Consolidated'Balance'Sheet
Current'assets
Cash%and%cash%equivalents	5,504%	50,000%	(50,000)		2,890,346%	2,895,850%	(11,135)	2,884,715%		2,884,715%
Trade%and%other%receivables	65,749%					65,749%	154,456%	220,205%		220,205%
Otherassets	22,008%					22,008%	B	22,008%		22,008%
Total%current%assets	93,261%	50,000%	(50,000)	B	2,890,346%	2,983,607%	143,321%	3,126,928%	B	3,126,928%
NonKcurrent'assets
Loan%related%party	B					B	78,303%	78,303%		78,303%
Investments	B			5,300,000		5,300,000	B	5,300,000%	(5,300,000)	B
Intangible%assets	369,642%					369,642%	B	369,642%		369,642%
Total%nonBcurrent%assets	369,642%	B	B	5,300,000%	B	5,669,642%	78,303%	5,747,945%	(5,300,000)	447,945%
Total'assets	462,903%	50,000%	(50,000)	5,300,000%	2,890,346%	8,653,249%	221,624%	8,874,873%	(5,300,000)	3,574,873%
Current'liabilities
Trade%and%other%payables	244,991%					244,991%	237,959%	482,950%		482,950%
Convertible%notes	250,000%	75,000%				325,000%	B	325,000%		325,000%
Related%party%loan	106,466%					106,466%	23,729%	130,195%		130,195%
Other%borrowings	105,576%					105,576	B	105,576%		105,576%
Total%current%liabilities	707,033%	75,000%	B	B	B	782,033%	261,688%	1,043,721%	B	1,043,721%
Net'assets	(244,130)	(25,000)	(50,000)	5,300,000%	2,890,346%	7,871,216%	(40,064)	7,831,152%	(5,300,000)	2,531,152%
Equity
Issued%capitalReserves	45,400,961%B	(25,000)		5,300,000%	2,890,346%	53,566,307%B	100%B	53,566,407%	(100)(5,340,064)	53,566,307%(5,340,064)
Retained%profits	(45,645,091)		(50,000)			(45,695,091)	(40,164)	(45,735,255)	40,164%	(45,695,091)
Total'equity	(244,130)	(25,000)	(50,000)	5,300,000%	2,890,346%	7,871,216%	(40,064)	7,831,152%	(5,300,000)	2,531,152%

Annexure'C – Pro'Forma Balance'Sheet'as'at'31'March'2017

		Motopia	Cirralto	Consolidated'Motopia
	Reviewed%financial%report	March%quarter%expenses	Draft%Profit%and%Loss%Account	Reviewed%financial%report	Draft%Profit%and%Loss%Account
Revenue	37,955%	B	37,955%	348,940%	386,895%
Cost'of'sales			B	(181,700)
Net'Income	37,955%	B	37,955%	167,240%	386,895%
Other'income	309,897%	B	309,897%	11,559%	321,456%
Expenses
Employee%expenses	(48,000)	(8,000)	(56,000)	(199,497)	(255,497)
Depreciation%and%amortization	(68,506)	B	(68,506)		(68,506)
Consulting%fees	(732,187)		(732,187)	(30,110)	(762,297)
Legal%and%professional%expense	(133,551)	B	(133,551)	(7,324)	(140,875)
Regulatory%and%listing%fees	(26,980)		(26,980)		(26,980)
Occupancy%expenses	(8,234)		(8,234)	(28,000)	(36,234)
Other%expenses	(91,388)	(42,000)	(133,388)	(40,526)	(173,914)
Finance%costs	(5,764)		(5,764)	(740)	(6,504)
Profit'before'income'tax'expense	(766,758)	(50,000)	(816,758)	(127,398)	(762,456)
Income%tax%expense			B		B
Profit''attributable'to'the'owners'of'Motopia'Ltd	(766,758)	(50,000)	(816,758)	(127,398)	(762,456)

Annexure'D'– Pro'Forma'Profit'&'Loss'Statement'for'the'9Bmonth'period'ending'31'March'2017

Annexure'E – Independent'Expert'Report

28 April 2017

The Directors Motopia Limited Suite 3 35 Toorak Road SOUTH YARRA VIC 3141

Dear Sirs

INDEPENDENT EXPERT REPORT

1. INTRODUCTION

Nexia Perth Corporate Finance Pty Ltd ("NPCF") has been requested by Motopia Limited ("Motopia" or "the Company" or "MOT") to prepare an Independent Expert Report in relation to acquisition by MOT of Cirralto Business Services Pty Ltd ("Cirralto") ("the Proposed Transaction").

The transaction consideration comprises the issue of 132,500,000 fully paid ordinary shares in the Company ("Proposal shares"). Shareholder approval is required in accordance with ASX Listing Rules 10.1, 7.1, 10.11 and 11.1.2 and is being sought at the forthcoming General Meeting of Shareholders to be held on or about 30 June 2017.

NPCF has concluded that the Proposed Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of MOT.

Resolutions 2 and 3 of the attached Notice of Meeting seek shareholder approval of the Proposed Transaction and are set out below.

Resolution 2 of the Notice of Meeting comprises the issue of up to 69,289,925 shares to Related Party Vendors:

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 3, for the purposes of ASX Listing Rule 10.1 and ASX Listing Rule 10.11 and all other purposes, approval is given for the Company to issue up to 69,289,925 Shares to the Related Party Vendors (or their nominee(s)) in part consideration for the acquisition of Cirralto on the terms and conditions set out in the Explanatory Statement."

Resolution 3 of the Notice of Meeting comprises the issue of up to 63,210,075 shares to unrelated vendors:

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolution 2, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to issue up to 63,210,075 Shares to the Unrelated Vendors (or their nominee(s)) in part consideration for the acquisition of Cirralto on the terms and conditions set out in the Explanatory Statement."

As referred to above, the issues of shares referred to in Resolutions 2 and 3 above are inter-conditional and hence the Related Party Vendors will not receive any shares unless Resolution 3 is passed.

To assist shareholders in making a decision on the Resolutions, the directors have requested that NPCF prepare an independent expert's report, which must state whether, in the opinion of the independent expert, the Proposed Transaction is fair and reasonable having regard to the interests of MOT shareholders other than those involved in the Proposed Transaction or associated with such persons and whose approval the Resolutions giving effect to these transactions are required at the General Meeting ("non-associated shareholders of MOT").

The Summary of our opinion is set out in Section 2 of this Report.

A brief summary of the Proposed Transaction is set out in Section 3 of this Report and a detailed outline is set out fully in the Explanatory Statement accompanying the Notice of Meeting of MOT to be held on or about 30 June 2017.

We understand that this Report will accompany the Notice of Meeting and Explanatory Statement. NPCF consents to the issue of this report in its form and context and consents to its inclusion in the Explanatory Statement.

2. SUMMARY OF OPINION

This section is a summary of our opinion and cannot substitute for a complete reading of this Report. Our opinion is based solely on information available as at the date of this Report.

The principal factors that we have considered in forming our opinion are summarised below.

2.1 Assessment of fairness

In considering whether or not the transaction is fair to MOT's non-associated shareholders, we have considered the fair value in MOT on a control basis prior to the Proposed Transaction to the fair value of a minority interest in MOT after the Proposed Transaction on a fully diluted basis.

The comparative positions are summarised below:

	LOW	MID	HIGH
NPCF valuation of MOT shares priorto the Proposed Transaction on acontrol basis (section 6.3)	($0.004417)	($0.004417)	($0.004417)
NPCF valuation of MOT shares postProposed Transaction on a minoritybasis (refer section 7.3.1)	$0.010178	$0.010159	$0.010139

Based upon the information set out in this report, we are of the opinion that the Proposed Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of MOT.

NPCF has formed the opinion that the Proposed Transaction is fair because the value of MOT's shares post the Proposed Transaction is no less than the value of the Company's shares prior to the Proposed Transaction.

NPCF has also had regard to other relevant considerations in assessing the reasonableness of the Proposed Transaction. Further details are set out in Section 8 of this Report.

Our opinion is based solely on the information available at the date of the report as detailed in Section 10.

2.2 Assessment of Reasonableness

As referred to in more detail in Section 5 of this report, in accordance with RG 111:

• an offer is considered 'fair' if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
• an offer is considered 'reasonable' if it is fair. It might also be 'reasonable' if, despite being 'not fair', the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

In forming our opinion we have considered the following relevant factors (see section 10).

Advantages

• x The activities of Cirralto are entirely complementary to the Company's current legacy data conversion assets and the merger of both parties' products/technologies allows the combined entity to have an expanded and more complete data migration offering.
• x As there is no change to the nature of the Motopia's activities, nor the Company's main undertaking of technology and software development in data migration and conversion solutions, the Transaction is consistent with the Company's objectives to become the premier data migration and conversion solution specialist;
• x The Proposed Transaction provides access to significant potential revenue streams in the short to medium term. This also gives Motopia an appropriate platform on which to proceed with recapitalising the Company - Motopia currently has minimal net assets and acceptance of the Proposal may result in an increase in cash reserves should further funding be raised principally on the merits of the Proposed Transaction;
• x The Proposal is the only offer capable of acceptance at present and there is an absence of alternative offers;
• x It may provide opportunity for enhanced liquidity in Motopia shares; and
• x It may give rise to a market repricing of Motopia shares, given the foregoing.

Disadvantages

• x Reduces the interest of Motopia Shareholders to 35.29% on the issue of the Shares the subject of Resolutions 1 and 2 of the attached Notice of Meeting;
• x Immediately after the Proposed Transaction (but prior to additional capital raisings as referred to herein), the Cirralto shareholders (which includes the Related Party Vendors) could effectively control Motopia and will not have paid a control premium for the issue of the Proposal Shares; and
• x The Company will need to undertake further capital raising(s) to fund the development and expansion of Cirralto's business – in particular its three new service lines referred to herein – which will further dilute the interest of MOT Shareholders; and
• x Whilst Cirralto is expanding rapidly, it has yet to return a maiden profit.

The principal factors that we have taken into account in forming our opinion are set out in the supporting detail to this report.

2.3 Opinion

The decision of each shareholder as to whether to approve the Proposed Transaction is a matter for individual shareholders. These decisions should be based on each shareholder's views as to matters including value and future market conditions, risk profile, liquidity preferences, investment strategy, portfolio structure and tax positions. In particular, taxation consequences may vary from shareholder to shareholder. If shareholders are in any doubt, they should consult an independent professional adviser.

The opinion should be read in conjunction with the full text of this report which follows after our Financial Services Guide, which sets out our scope and findings.

The supporting detail of our Report (set out in the sections that follow after our Financial Services Guide and Qualifications Declarations and Consents), comprises the following sections:

• 1. Summary of the Proposed Transaction
• 1. Purpose of the Report
• 1. Basis of the Assessment
• 1. Valuation of Motopia Limited shares Pre Proposed Transaction
• 1. Valuation of Motopia Limited shares Post Proposed Transaction
• 1. Assessment as to Fairness and Reasonableness of the Proposed Transaction
• 1. Limitations and Reliance on Information
• 1. Sources of Information

Appendix 1 – Overview of valuation methodologies

This assignment is a valuation engagement as defined by APES 225 Valuation Services as issued by the Accounting Professional & Ethical Standards Board Limited. Valuation engagement means an engagement or assignment to perform a valuation and provide a valuation report where the independent expert is free to employ the valuation approaches, valuation methods, and valuation procedures that a reasonable and informed third party would perform taking into consideration all the specific facts and circumstances of the engagement or assignment available to the independent expert at that time.

Yours faithfully

NEXIA PERTH CORPORATE FINANCE PTY LTD

TJ SPOONER FCA FCA(UK) AGIA ACIS AMIIA CTA DIRECTOR

Nexia Perth Corporate Finance Pty Ltd ("NPCF") FINANCIAL SERVICES GUIDE

• 1. NPCF (ABN 84 009 342 661) provides valuation advice, valuation reports, Independent Expert's Reports and Investigating Accountant's Reports in relation to takeovers and mergers, prospectuses and disclosure documents, commercial litigation, tax and stamp duty matters, assessments of economic loss, commercial and regulatory disputes. NPCF holds Australian Financial Services Licence No. 289358.
• 1. NPCF has been engaged to provide general financial product advice in the form of the attached report to be provided to you.

Financial Services Guide

• 1. The Corporations Act 2001 authorises NPCF to provide this Financial Services Guide (FSG) in connection with its provision of an Independent Expert's Report (IER) to accompany the Notice of Meeting to be sent to MOT shareholders.
• 1. This FSG is designed to assist retail clients in their use of any general financial product advice contained in the IER. This FSG contains information about NPCF generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the IER, and if complaints against us ever arise how they will be dealt with.

Financial services we are licensed to provide

1. Our Australian financial services licence allows us to carry on a financial services business to provide financial product advice for securities and deal in a financial product by arranging for another person to issue, apply for, acquire, vary or dispose of a financial product in respect of securities to retail and wholesale clients.

General Financial Product advice

• 1. The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. It is not intended to take the place of professional advice and you should not make specific investment decisions in reliance upon the information contained in this report.
• 1. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. You may wish to obtain personal financial product advice from the holder of an Australian Financial Service Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

• 1. NPCF charges fees to produce reports, including this IER. These fees are negotiated and agreed with the entity which engages NPCF to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us.
• 1. Neither NPCF nor its directors and officers receives any commissions or other benefits, except for the fees for services referred to above.
• 1. All of our employees receive a salary and do not receive any commissions or other benefits arising directly from services provided to our clients. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive any commissions or other benefits arising directly from services provided to our clients.
• 1. We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.
• 1. If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner.
• 1. If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Industry Complaints Services (FICS), an external complaints resolution service. You will not be charged for using the FICS service.

Contact details

1. NPCF contact details are contained on the first page of our Independent Expert's Report.

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

• 1. NPCF is licensed under the Corporations Act to carry on a financial services business to provide the financial services referred to in section 5 of our Financial Services Guide (refer above). NPCF's authorised representatives have extensive experience in the field of corporate finance, particularly in relation to the valuation of shares and businesses and have undertaken a significant number of valuations, IER's, IAR's and similar assignments.
• 1. This report was prepared by Mr TJ Spooner, who is an authorised representative of NPCF. Mr Spooner has substantial experience in the provision of valuation and similar advice and has been a qualified Chartered Accountant (UK and Australia) for over 25 years.

Declarations

1. This report has been prepared at the request of the Directors of MOT to accompany the Notice of Meeting to be sent to MOT shareholders. It is not intended that this report should serve any purpose other than as stated therein.

Interest

1. NPCF is not the auditor of MOT. At the date of the attached report, neither NPCF, nor Mr TJ Spooner or any other director, executive or employee of NPCF or NPCF has any material interest in MOT either directly or indirectly, or in the outcome of the offer, other than in the preparation of this Report for which normal professional fees of approximately $24,000 (excluding GST) will be received. Such fee will be payable regardless of whether or not shareholders approve the Proposed Transaction.

Indemnification

1. As a condition of NPCF's agreement to prepare this report, MOT agrees to indemnify NPCF in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of MOT which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.

Consents

1. NPCF was not involved in the preparation of any other part of the Explanatory Statement to accompany the Notice of Meeting (Explanatory Statement), and accordingly makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Explanatory Statement. NPCF consents to the inclusion of this report in the Explanatory Statement in the form and context in which it is included. At the date of this report, this consent has not been withdrawn.

3. SUMMARY OF THE PROPOSED TRANSACTION

3.1 Background

On 10 November 2016 MOT announced that it had executed a binding agreement to wholly acquire Cirralto Business Services Pty Ltd (Cirralto) (the Proposed Transaction). Cirralto is a technology solutions provider and owner of the Flashconvert technology solution. Flashconvert is a migration service that migrates legacy data to cloud and contemporary application platforms. The Flashconvert migration tool reads, converts, cleans and writes the data from a legacy source system and format to a uniform data format able to be migrated to the destination application.

Cirralto provides technology consulting services to businesses looking to enable mobility in their workforce and migrate their technology to cloud platforms. Cirralto's business has been growing considerably, with FY2017 revenue expected to exceed $1m. Cirralto's business model is aligned with the Company's vision of legacy data migration, with Flashconvert technology complementary to the Company's existing 2SQL and MU2 data migration technology offerings.

Motopia's relationship with Cirralto has been longstanding with the parties working together since December 2014, when the Company announced that it had signed an agreement with Cirralto to commercially deploy the Company's data migration software (the 2SQL platform) via the cloud. Since that time, the Company and Cirralto have worked collaboratively to acquire customers and promote a joint technology services offering.

Cirralto was engaged to develop and manage a cloud-based software tool that enabled users to upload and convert their data and software using Motopia's 2SQL application whilst also providing dedicated helpdesk and support services to Motopia's 2SQL customers. MOT anticipates that the merger of the Company's technology with Cirralto's technology and services will provide significant growth and revenue opportunities for the merged company and result in value accretion for shareholders. The Company expects no immediate changes to its current operating structure.

The Proposed Transaction consideration for Cirralto comprises the issue of 132,500,000 fully paid ordinary shares in the post-consolidation capital of the Company (MOT undertook a 1 for 100 share consolidation which was approved by shareholders at the Annual General Meeting of the company held on 16 November 2016, with a record date for the consolidation of 21 November 2016).

As referred to in the attached Notice of Meeting, Non-associated Director, Stephen Dale, considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Proposed Transaction because the term sheet pursuant to which it was agreed that the Shares would be issued to the Related Party Vendors was negotiated on an arm's length basis and accordingly, approval is not being sought under Chapter 2E for the issue of these Shares to the Related Party Vendors.

For the purposes of ASX Listing Rule 10.1, a related party of an entity includes, amongst other persons, directors of a public company and an entity controlled by directors of a public company (unless that entity is also controlled by the public company). Rare Air Nominees and Raptor Global Corporation are related parties of the Company as Rare Air Nominees is controlled by Motopia Director Adrian Floate and Raptor Global Corporation is controlled by Motopia Directors Marcus L'Estrange and Shaun Melville.

Whilst no funds are being raised under the attached Notice of Meeting to fund the Proposed Transaction, the attached Explanatory Statement refers to the company's intention to conduct a capital raising to raise approximately $2.9m at an expected minimum issue price of $0.04 per share in conjunction with or shortly following the acquisition of Cirralto. It is further noted therein that the company will not be seeking prior approval from shareholders to this capital raising as the company will avail itself of ASX Listing Rule 7.1 and/or under one of the exceptions to ASX Listing Rule 7.1 detailed under ASX Listing rule 7.2.

3.2 Terms of the proposal

As noted above, Motopia has entered into a binding agreement to acquire all of the fully paid ordinary shares of Cirralto held by the Related Party Vendors and agreed to make offers to all the remaining shareholders in Cirralto on the terms and conditions set out below ('Acquisition').

The consideration to be paid to the Cirralto Shareholders for the Cirralto Shares will be satisfied through the issue by MOT of 132,500,000 fully paid ordinary shares in the capital of MOT (MOT Shares) ('Consideration Shares') on the Settlement Date (as defined in the agreement).

The Consideration Shares will be apportioned between the Cirralto Shareholders in accordance with Annexure B to the agreement.

Completion of the acquisition is conditional upon the satisfaction (or waiver) of the following conditions precedent on or prior to 31 March 2017 - as recently extended by mutual consent to 30 June 2017:

• (a) completion of reasonable legal, financial, technical and operational due diligence by MOT on Cirralto's assets, and MOT being satisfied in its absolute discretion with the results of that due diligence;
• (b) completion of reasonable legal, financial and operational due diligence by Cirralto on MOT and its subsidiaries (MOT Group) and the MOT Group's assets, and Cirralto being satisfied in its absolute discretion with the results of that due diligence;
• (c) each Cirralto Minority Shareholder accepting the Offers In respect of their Cirralto Shares on or prior to the date which is 30 days after the date the Heads of Agreement is executed by each Party (or such other dale as agreed 10 by MOT and the Related party Vendors in writing);
• (d) receipt of any required Company shareholder or regulatory approvals under the Corporations Act 2001 and the ASX Listing Rules, including but not limited to:
  • 1. under listing rule 11.1.2 for the proposed Acquisition;
  • 1. under listing rule 10.1 in connection with the Consideration Shares to be issued to related parties (including the provision of an independent expert's report which provides a finding at a minimum of not fair but reasonable)

1. under listing rule 7.1 in connection with the Consideration Shares to be issued to non-related parties:

2. Section 254(h) to consolidate the Company's existing share capital on a 100:1 basis if not approved at MOT's general meeting to be held on 16 November 2016 ('share consolidation') - this approval was obtained at that meeting.

3. If required, item 7 of section 611 of the Corporations Act; and

4. Section 195(4) of the Corporations Act to authorise the directors to complete the transactions contemplated by the notice of meeting.

• (e) each key management personnel of Cirralto as nominated by MOT entering into on employment contract or contractor contract with MOT (or its nominee) on terms and conditions mutually agreeable between the relevant parties; and
• (f) subject to completion of the Share Consolidation, MOT completing a capital raising to raise a minimum of $2,600,000 ('Capital Raising').

If the conditions set out above are not satisfied (or waived by mutual agreement) on or before 5.00pm (WST) on 31 March 2017 (as extended by mutual consent to 30 June 2017), the agreement constituted by this Heads of Agreement will be at end and the parties will be released from their obligations thereunder.

Motopia Limited ("MOT" or "the Company") has commissioned this Independent Expert's Report ("the Report") in respect of the issue of the Proposal Shares for the purposes of compliance with ASX Listing Rule 10.1 which is the subject of Resolution 1, so that shareholders may assess the merits of the issue of the Proposal Shares when voting on the Resolutions at an Extraordinary Shareholders Meeting to be held on or about 30 June 2017.

Unless otherwise specified, the terms and references in this Report have the same meaning as those used in the Explanatory Statement ("ES") accompanying the Notice of Meeting, to which this Report is attached as Annexure A.

4. PURPOSE OF THE REPORT

ASX Listing Rule 10.1 provides that an entity must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to, amongst other persons, a related party of the entity, a substantial holder or one of its associates, without the prior approval of holders of the entity's ordinary shareholders. For the purposes of ASX Listing Rule 10.1, an asset is substantial if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX under the ASX Listing Rules.

As the value of the consideration being issued by the Company to each of Rare Air Nominees and Raptor Global Corporation is more than 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the ASX Listing Rules, the acquisition of Cirralto will result in the acquisition of a substantial asset from each of these Vendors.

To assist shareholders in making a decision on the Proposed Transaction, the Directors have requested that NPCF prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the Proposed Transaction is fair and reasonable to the non-associated shareholders of MOT.

5. BASIS OF THE ASSESSMENT

Set out in the Notice of Meeting and Explanatory Statement accompanying this Report are the ASX Listing Rules provisions relevant to the Proposed Transaction and information in relation thereto. In preparing our Report, we have had regard to ASIC Regulatory Guide 111 and 112 relating to Independent Experts' Reports.

The term 'fair and reasonable' has no legal definition although over time a commonly accepted interpretation has evolved. However, fair and reasonable has different meanings for different regulatory purposes.

ASIC Regulatory Guide 111 provides that the assessment of whether a proposal is fair and reasonable should involve a comparison of the likely advantages and disadvantages for non-associated shareholders if the Proposed Transaction is implemented and if it is not.

In essence, the proposal will be "fair and reasonable" if the non-associated shareholders are better off if the proposal is implemented. They will be better off if the expected benefits outweigh the disadvantages to the non-associated shareholders.

ASIC regulatory Guide 111, states, inter alia:

• an offer is considered 'fair' if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.
• an offer is considered 'reasonable' if it is fair. It might also be 'reasonable' if, despite being 'not fair', the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

ASIC Regulatory Guide 111 requires the assessment of 'fair' to be made assuming 100% ownership of the company. It considers it to be inappropriate to apply a discount to the value of the securities under the offer that would normally be considered in the valuation of a minority interest to reflect such factors as a lack of control.

ASIC Regulatory Guide 111 also provides examples of factors that are relevant in an assessment of reasonableness. The form of analysis the expert uses to evaluate a transaction should address the issues faced by security holders.

In our opinion, for the purposes of this report 'fairness' is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. This has been calculated in the context of the impact on MOT shares prior to and subsequent to the Proposed Transaction. 'Reasonableness' is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

The assessment as to the fairness and reasonableness of the Proposed Transaction is set out in Section 8 of this Report.

6. VALUATION OF MOTOPIA LIMITED SHARES PRE PROPOSED TRANSACTION

6.1. VALUATION OVERVIEW

The usual approach to the valuation of an asset is to seek to determine what a willing but not anxious buyer, acting at arm's length, with adequate information, would be prepared to pay and a willing, but not anxious seller would be prepared to accept in an open market.

RG 111 outlines the appropriate methodologies that a valuer should consider when valuing assets or securities for the purposes of, amongst other things, share buy-backs, selective capital reductions, schemes of arrangement, acquisitions requiring approval by security holders, takeovers and prospectuses. -hese include:

• Discounted cash flow (DCF) approach;
• Capitalisation of future maintainable earnings (earnings based) approach;
• Orderly realisation of assets (asset based) approach;
• Quoted price of listed securities (market value) approach; and
• Comparable Market Transactions.

We have outlined these methodologies in Appendix 1 to this report. Each of these methodologies is appropriate in certain circumstances. The decision as to which methodology to use generally depends on the methodology most commonly adopted in valuing the asset in question and the availability of appropriate information. This is addressed further in Section 6.2 below.

6.2 VALUATION APPROACH

The traditional valuation method used to value companies is the capitalisation of future maintainable earnings, with such earnings being estimated using historical results. However, in order to adopt such a basis of valuation, a business must have a track record of profitability. As can be seen from the summary of historical statements of Profit or Loss and Other Comprehensive Income summarised in the table on the following page, MOT does not have a track record of profitability, we consider a valuation on this basis to be inappropriate.

NPCF believes that the most appropriate method for valuing the issued shares in MOT is the asset-based approach. The most common form of asset based approach is the Net Realisable Value method. The resultant net realisable assets of the Company can then be expressed in terms of a value per share.

We note that the independent auditor's review report in the Company's half year report to 31 December 2016 contains an emphasis of matter paragraph which refers to a material uncertainty relating to going concern.

As a crosscheck to the valuation on the above basis, NPCF has used the market value approach with reference to the market price of MOT shares. This valuation crosscheck calculation is set out in Section 6.4.5 of this Report.

Consolidated Statements of Profit or Lossand Other Comprehensive Income	Reviewed	Audited	Audited	Audited
	6m to	12m to	12m to	12m to
	31.12.16	30.06.16	30.06.15	30.06.14
	$	$	$	$
Revenue	37,955	6,000	40,000	-
Other income	309,897	114	64,927	1,577
Employee expenses	(48,000)	(162,000)	(118,703)	(138,775)
Depreciation and Amortisation	(68,506)	(110,925)	(33,452)	(77,778)
Impairment	-	(626,892)	(111,111)	(911,778)
Consulting fees	(732,187)	(555,944)	(287,277)	(175,242)
Legal and professional fees	(133,551)	(117,682)	(115,300)	(193,148)
Regulatory and listing costs	(26,980)	(45,297)	(39,286)	(64,928)
Occupancy expenses	(8,234)	(11,504)	(11,972)	(15,924)
Other expenses	(91,388)	(147,842)	(54,820)	(33,937)
Finance costs	(5,764)	(1,826)	(1,866)	(61,421)
Share of associate loss	-	-	(75,708)	-
	(1,114,610)	(1,779,912)	(849,495)	(1,672,931)
Loss before income tax	(766,758)	(1,773,798)	(744,568)	(1,671,354)
Income tax benefit	-	-	-	-
Total comprehensive Loss for the period	(766,758)	(1,773,798)	(744,568)	(1,671,354)

6.2.1 Motopia Limited Historical Statements of Profit or Loss or Other Comprehensive Income

Source: MOT's audited financial statements for the years ended 30 June 2014, 2015 and 2016, together with the reviewed half year report to 31 December 2016.

6.2.1.1 Commentary on the above results

Over the past 3.5 years, the company had generated a total of $84,000 (rounded) of income from providing services, together with other income of $380,000 which principally comprises a Research and Development refund of $310,000 in the half year to 31 December 2016.

The $5,420,000 (rounded) of expenditure over the past 3.5 years comprises:

Consulting fees	$1,750,000
Depreciation, amortisation and impairment	$1,940,000
Legal and professional	$560,000
Employee costs	$470,000
Other: occupancy, regulatory, finance costs, other etc	$700,000

The majority of this expenditure has been incurred in developing the company into becoming a leading cloud services migration business.

The losses have been underpinned principally by capital raisings, related party loans and letter of support from its substantial shareholder, Raptor Global Corporation.

6.3 VALUE OF MOT'S SHARES PRE PROPOSED TRANSACTION

In establishing the value of MOT prior to the Proposed Transaction, the net asset backing per share has been determined based upon the reviewed position as at 31 December 2016, adjusted for certain significant subsequent events as referred to in the Notes to section 6.3.1 below.

This has resulted in a net asset backing per share of ($0.003379) (prior to any adjustments) pre Proposed Transaction or a net asset backing per share of ($0.004417) (including adjustments), as calculated in the table below:

MOTOPIA LIMITED

	Pre-Proposed	adjust for	Notes	Pro Forma
	Transaction	subsequentevents		PreProposed
	31.12.16			31.12.16
	$	$		$
CURRENT ASSETS
Cash and cash equivalents	5,504	-	1	5,504
Trade and other receivables	65,749			65,749
Other current assets	22,008			22,008
	93,261			93,261
NON CURRENT ASSETS
Intangible assets	369,642			369,642
TOTAL ASSETS	462,903			462,903
CURRENT LIABILITIES
Trade and other payables	244,991			244,991
Convertible Notes	250,000	75,000	2	325,000
Loans from related parties	106,466			106,466
Other loans	105,576			105,576
	707,033	75,000		782,033
NET ASSETS/(LIABILITIES)	(244,130)	75,000		(319,130)
Contributed Equity	45,400,961	(25,000)	2	45,375,961
Accumulated Losses	(45,645,091)	(50,000)	1	(45,695,091)
TOTAL EQUITY	(244,130)	(75,000)		(319,130)
no. of shares	72,258,638			72,258,638
net asset backing per share	(0.003379)			(0.004417)

6.3.1 Notes

1. This reflects material movements in cash subsequent to 31 December 2016 to 31 March 2017 (comprising an increase in cash of $50,000 less expenses of $50,000).

2. The Company issued a further three convertible notes raising an additional $75,000.

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

As at 31 December 2016 the total issued share capital of MOT comprised 72,258,638 fully paid ordinary shares. The movements in MOT's issued capital since 31 December 2016, the balance date of its last reviewed financial report, are provided in the table below.

The values below are net of share issue costs.

	Number ofShares	Note	$
Balance as at 31 December 2016	72,258,638	Per Half Yearly Report	45,400,961
Subsequent movement	-		-
As at the date of this report (1)	72,258,638	As at the date of this report (1)	45,400,961
Issue of shares under Resolution 1	69,289,925	Refer Notes 1 and 2	2,771,597
Issue of shares under Resolution 2	63,210,075	Refer Note 2	2,528,403
Issue of shares under proposed capitalraising	72,258,638	Issued at $0.04 per share toraise working capital	2,890,346
Total if all resolutions passed (2) (3)	277,017,276		53,591,307

• (1) The amounts credited to equity have been calculated based on the prevailing share price of the company's ordinary shares (rounded). This will be recomputed after they have been issued.
• (2) Convertible Notes

The above summary does not include the potential dilutory impact of the Convertible Notes on issue which can be settled in shares (with free attaching options). In the event that all convertible notes and associated interest is settled by way of conversion into ordinary shares, based on the prevailing shares price, this would increase the number of ordinary shares on issue by a further 11,859,649. Please refer to section 6.4.3 for further information.

(3) Options

The above summary does not include the potential dilutory impact of the 27,000,000 unlisted Options the subject of Resolutions 6 and 7 in the attached Notice of Meeting and associated Explanatory Statement. The vesting of the Options is linked to the achievement of specific future revenue targets and they have an exercise price of 6 cents each, as set out in the attached Explanatory Statement and Annexure B thereto; in the event that all Options vest and are exercised and converted into ordinary shares, this would increase the number of ordinary shares on issue by a further 27,000,000 shares.

		Number	%
1.	Raptor Global Corporation Ltd	4,974,424	6.88
2.	Koopenator Pty Ltd	2,598,215	3.60
3.	Yambali Pty Ltd	2,594,850	3.59
4.	Goldfire Enterprises Pty Ltd	2,305,866	3.19
5.	Mr Mark Andrew Linney	2,280,960	3.16
6.	Opus2 Pty Ltd <jf &="" a="" c="" de="" fund="" super="" young="">	2,186,563	3.03
7.	Yambali Pty Ltd	1,857,394	2.57
8.	Mr Andrew Murray Gregor	1,565,000	2.17
9.	Mr Jakob Daniel Le Roux + Ms Halina Estella Selwyn-Cross	1,374,510	1.90
10.	Mr Gregory Blake Lidicky	1,300,000	1.80
11.	Dr Steven Howard Tracy	1,300,000	1.80
12.	Australian Trade Access Pty Ltd	1,250,000	1.73
13.	Rodue Investments Pty Ltd	1,200,000	1.66
14.	Humedale Pty Ltd	1,100,000	1.52
15.	LJR Constructions Pty Ltd	1,068,114	1.48
16.	Sabbatical House Pty Ltd	954,231	1.32
17.	Jesoon Pty Ltd	826,000	1.14
18.	PJM Wholesale Pty Ltd	766,447	1.06
19.	Minsk Pty Ltd	740,358	1.02
20.	Mr Robert Ashley PEARCE	697,116	0.96
	Top 20 total	32,940,048	45.59
	Total Remaining Holders' Balance	39,318,590	54.41

6.4.1.1 Top 20 shareholders – ungrouped (as at 31 March 2017)

6.4.1.2 Range of shareholders (as at 31 March 2017)

Range	Total holders	Units	% of IssuedCapital
1 - 1,000	730	219,065	0.30
1,001 - 5,000	236	678,087	0.94
5,001 - 10,000	129	1,089,388	1.51
10,001 - 100,000	252	10,506,009	14.54
100,001 - 9,999,999,999	112	59,766,089	82.71
Rounding			0.00
Total	1,459	72,258,638	100.00
Unmarketable Parcels
	MinimumParcel Size	Holders	Units
Minimum $ 500.00 parcelat $ 0.0420 per unit	11,905	1,108	212,7639

6.4.2 OPTIONS

As at 31 December 2016 the Company had no options on issue. The movements in MOT's options since 31 December 2016 are provided in the table below.

Options	Number ofOptions	Note	$
Balance as at 31 December 2016	-		-
Subsequent movement	-		-
As at the date of this report	-		-

As referred to in section 6.4.3 below, free attaching options will be issued in the event the convertible notes are converted into ordinary shares with free attaching options, rather than repaid in cash. These options have not been included in the above table.

Also, the above summary does not include the 27,000,000 unlisted Options the subject of Resolutions 6 and 7 in the attached Notice of Meeting and associated Explanatory Statement.

6.4.3 CONVERTIBLE NOTES

In the half year to 31 December 2016 the company issued 10 convertible notes with a face value of $250,000 in total. A further 3 convertible notes were issued shortly after 31 December 2016 with a face value of $75,000.

The key terms of the convertible notes ('notes') are as follows:

• x Each convertible note has a face value of $25,000 with a twelve month expiry date of no later than 30 June 2018;
• x Interest is payable at the rate of 12% pa, potentially settled in ordinary shares at a 5% discount to the 10 day Volume Weighted Average Price ('VWAP');
• x Notes are convertible into shares at a 25% discount to the 10 day VWAP with free one for two attaching 'at the money' two year options;
• x The notes are unsecured;
• x MOT may repay all the principal amount and redeem the notes at any time prior to their expiry
• x Shareholder approval is to be sought for approval for the conversions into shares at the conversion price;

None of the Convertible Note holders are related parties of the Related Party Vendors.

Based on the most recent closing share price of 4 cents and assuming a year's accrued interest is converted into shares, the Convertible Notes have the potential to increase the company's issued share capital by 11,859,649 shares (the exact amount of shares will depend on the prevailing 10 day VWAP at the time of conversion and the associated accrued interest, if fully converted into ordinary shares in MOT).

6.4.4 SHARE TRADING

The following summary provides details of the monthly values and average daily volumes of MOT shares being transacted on ASX from 1 July 2016 to 29 March 2017:

	Open	High	Low	Close	Total Volume
March 2017 1	0.04	0.05	0.04	0.04	186,400
February 2017	0.03	0.05	0.03	0.04	1,194,051
January 2017	0.05	0.05	0.03	0.04	732,619
December 2016	0.05	0.06	0.04	0.05	360,473
November 2016 2	0.10	0.10	0.05	0.05	484,839
October 2016	0.10	0.10	0.10	0.10	26,500
September 2016	0.10	0.10	0.10	0.10	165,000
August 2016	0.10	0.10	0.10	0.10	294,500
July 2016	0.10	0.10	0.10	0.10	895,456

Source: Yahoo Finance

• (1) Based on trading history for the period 1 March 2017 to 29 March 2017.
• (2) Values prior to the 100:1 share consolidation which took effect from 18 November 2016 have been adjusted accordingly.

Based on the above table MOT's share price has fluctuated over the past 9 months from a high of 10 cents (as adjusted for the share consolidation) in July 2016 to a low of 3 cents in January and February 2017. Trading volumes have been very low throughout the period. The highest single day trading volume was recorded on 6 February 2017 when 498,100 shares were traded. The average daily volume of shares traded over the period 1 July 2016 to 29 March 2017 was just 22,370 shares, with 133 days (out of 194 days) where no trades were recorded.

The above demonstrates a comparatively thin level of trading in MOT's stock.

MOT Recent Share Price History:

The chart below represents the movement in the share price of MOT listed shares in the past 3 months (to 29 March 2017):

Source: smh.com.au

6.4.5 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

Company announcements released on the ASX platform since lodgement of its 2016 Annual Report to the date of this report are summarised below:

28/04/2017	Appendix 4C quarterly
23/03/2017	Cirralto executes significant reseller agreement
1/03/2017	Half Yearly Report and Accounts
24/02/2017	Motopia Progresses Cirralto Acquisition
31/01/2017	Appendix 4C - quarterly
21/12/2016	Appendix 3B & 708A Notice
21/11/2016	Motopia 2016 AGM podcast
17/11/2016	Updated AGM Presentation
16/11/2016	Results of Meeting
16/11/2016	AGM Presentation
10/11/2016	MOTOPIA TO ACQUIRE CIRRALTO BUSINESS SERVICES
31/10/2016	Appendix 4C - quarterly
17/10/2016	Consolidation/Split - MOT
17/10/2016	Notice of Annual General Meeting/Proxy Form
30/09/2016	Appendix 4G

Source: asx.com.au

6.4.6 MARKET VALUE

MOT's share price has fluctuated over the period 1 July 2016 to 29 March 2017 from a high of 10 cents (rounded) in July 2016 to a low of 3 cents in January and February 2017. This includes the following:

x The proposed Transaction was announced on 10 November 2016.

The valuation range determined in Section 6.3 is not inconsistent with this market value range having regard to the general market trends experienced by the majority of small tech-based stocks listed on ASX which only have nominal levels of income.

7. VALUATION OF MOTOPIA LIMITED SHARES POST PROPOSED TRANSACTION

7.1 COMPONENTS OF THE PROPOSED TRANSACTION

x the acquisition of a 100% interest in Cirralto, on the terms set out in the Explanatory Statement.

7.2 OVERVIEW OF CIRRALTO

Cirralto is a private company headquartered in Perth, Western Australia. The company was incorporated on 8 September 2015. Its directors comprise Francis Desouza and Adrian Floate (who is also a director of MOT).

7.2.1 Business Activities

Cirralto is a technology solutions specialist that provides technology enablement services to customers wishing to fulfil their digital and eCommerce ambitions to better compete in the global marketplace, access new non-traditional markets and acquire new customers. Cirralto's enablement capabilities assist customers in moving their historical legacy data from older unsupported on-premises operating systems; customer relationship management systems (CRMs); and financial reporting platforms to contemporary and cloud solutions to the more robust enterprise resource planning (ERP) systems such as Microsoft Dynamics.

The advent of cloud applications has resulted in a huge demand for conversion of on-premises data migration to the cloud. To service this growing market need for data conversion and migration to the cloud, Cirralto's Flashconvert (www.flashconvert.com) data migration platform takes customers on-premises accounting and business management platforms to contemporary cloud enabled platforms via an automated service that enables customers to upload a backup file of their data to an online cloud service that converts the data to a format that is compatible with the desired cloud application platform.

The Flashconvert service harvests the data from the backup, runs a background processing tool that converts the data in to a compatible format with the destination system; identifies conversion errors via an online visualisation tool prior to posting, thereby allowing the customer to correct errors so that the new data environment is correctly reconciled from the start. Flashconvert currently supports conversion services to Xero only and is error-free.

In addition to the Flashconvert technology, Cirralto provides customers with technology consultation and enablement services. Cirralto's technology specialists cover legacy and data migration; enterprise software implementation; eCommerce enablement and web development; digital and apps integration solutions; and help desk and support services. Cirralto has successfully migrated customers' legacy eCommerce web stores and implemented new eCommerce web stores with contemporary design and integrated online and offline store capabilities for numerous businesses, together with cloud enabled CRMs and ERP implementations, either individually or bundled via an integrated solution service offering to customers.

Cirralto generates revenue from customers via multiple avenues, including consultative services from project related work wrapped in a SaaS and support model with monthly recurring revenue, migration and conversion services from company owned IP (Flashconvert and MU2) and Reseller fees from 3rd party technology vendors.

Cirralto's target segment is in the highly underserviced small to medium enterprise segment; co-op buying groups; wholesale distributors and franchise groups.

Additionally, Cirralto has engaged in discussions with 3rd party technology and software vendors to form partner alliances and become accredited resellers and enablement partners of 3rd party ISV (integrated software vendor) products and services. It recently signed a reseller agreement with a significant international e-commerce vendor, under the terms of which Cirralto will undertake a pilot program with the vendor to provide e-Commerce migration and enablement services to 10 business customers wishing to migrate and move e-Commerce platforms.

These service lines are projected to grow significantly in the coming months and generate strong cash flows for the Company in the short to medium term. Further details on Cirralto are provided in the Explanatory Statement which forms part of the attached Notice of Meeting.

7.2.2. Cirralto Financial Information

Set out below are Cirralto's trading results since its incorporation. These have not been subject to audit or review.

Draft Unaudited Statements of Profit or Loss and Other Comprehensive Income:

	Period ended	Period ended
	28.02.17 1	30.06.16 2
	$	$
Sales	348,940	117,977
Less Cost of goods sold	181,700	61,227
Trading profit	167,240	56,750
Other income	11,559	25,653
	178,799	82,403
Expenses
Employee expenses	199,497	10,000
Consulting fees	30,110	76,500
Computer and software expenses	24,009	51,906
Legal and professional fees	7,324	36,000
Occupancy expenses	28,000	31,500
Other expenses	16,517	43,573
Finance costs	740	590
Total Expenses	306,197	250,069
Net (Loss) Before Tax	(127,398)	(167,666)
Taxation	-	-
Net (Loss) After Tax	(127,398)	(167,666)

Notes

• 1. This comprises the draft unaudited income statement for the 8 months ended 28 February 2017.
• 1. This comprises the draft unaudited income statement for the period since incorporation on 8 September 2015 to 30 June 2016.

7.2.3 VALUATION APPROACH

As referred to earlier in this report, we have outlined the valuation methodologies included within RG111 and these are covered in more detail in Appendix 1 to this report. Each of these methodologies is appropriate in certain circumstances. The decision as to which methodology to use generally depends on the methodology most commonly adopted in valuing the asset in question and the availability of appropriate information. This is addressed further below.

To determine a fair value of Cirralto we consider that the discounted cash flow methodology ("DCF") or capitalisation of forecast earnings to be the most appropriate approaches. These are the most appropriate approaches as Cirralto has yet to trade profitably, nor have there been any other offers for Cirralto to provide an indication of fair value.

In order to apply either a DCF of capitalisation of forecast earnings approach to determine the fair value of Cirralto, prospective financial information must be used. We have therefore considered the requirements of RG170: Prospective financial information. RG170 requires that to use prospective financial information there must be reasonable grounds for the inclusion of the information.

To demonstrate reasonable grounds, there must the some facts or circumstances that exist at the time of publication; are objectively reasonable; and support the information. Examples of what may constitute reasonable grounds are information that:

• x Relates to forward-sales contracts or leases;
• x Is underpinned by independent industry experts' reports; and
• x Includes short-term estimates.

However, what constitutes reasonable grounds must be judged according to the facts and circumstances of each case. We have reviewed this financial model and the assumptions in respect of their compliance with RG170 in consideration of the fair value of Cirralto.

Many of the assumptions underpinning the prospective information reflect estimates of future market penetration which, due to the start-up nature of some of the service lines, have no historical basis or trend of generating consistent and reliable levels of sales to support the projected operating performance. Therefore any assumption around expected market penetration alone is misleading and any resulting prospective financial information is likely to be misleading.

Because of the foregoing, we have been unable to determine a fair value for Cirralto under the preferred methodologies of a DCF or capitalisation of forecast earnings. In the absence of being able to apply other methodologies, NPCF believes that the most appropriate method for valuing the issued shares in Cirralto is an asset-based approach. The most appropriate form of asset-based approach to be used in this situation is the replacement cost method. The resultant net assets of the Company can then be expressed in terms of a value per share.

7.2.4 Unaudited Adjusted Pro-Forma Balance Sheet as at 28 February 2017 Post the Proposed Transaction

	Unaudited	Note	UnauditedPro Forma
	28.02.17		28.02.17
	$		$
CURRENT ASSETS
Trade and other receivables	154,456		154,456
Loan related party	78,303		78,303
	232,759		232,759
NON CURRENT ASSETS
Intangible assets	-	2	250,326
TOTAL ASSETS	232,759		483,085
CURRENT LIABILITIES
Bank overdraft	11,135		11,135
Trade and other payables	164,766		164,766
Loans from related parties	23,729		23,729
GST, PAYG and Superannuation	73,193		73,193
	272,823		272,823
NET ASSETS/(LIABILITIES)	(40,064)		210,262

Notes to the unaudited adjusted Pro-forma balance Sheet

• 1. The net assets of the company have been based on their carrying values in the unaudited Statement of Financial Position as at 28 February 2017, other than the company's intellectual property which has been determined by reference to capitalising certain expenditure incurred by the company since incorporation in September 2015, as referred to in Noted 2 below.
• 1. The company has not capitalised any expenditure in respect of its Intangible Assets. Intangible Assets have been recomputed based on determining the replacement cost of expenditure incurred in establishing the company's intellectual property since the company was incorporated in September 2015.

7.2.5 Economic overview

Conditions in the global economy have improved over recent months. Both global trade and industrial production have picked up. Labour markets have tightened in many countries. Abovetrend growth is expected in a number of advanced economies, although uncertainties remain. In China, growth is being supported by higher spending on infrastructure and property construction. This composition of growth and the rapid increase in borrowing mean that the medium-term risks to Chinese growth remain. The improvement in the global economy has contributed to higher commodity prices, which are providing a significant boost to Australia's national income.

Headline inflation rates have moved higher in most countries, partly reflecting the higher commodity prices. Core inflation remains low. Long-term bond yields are higher than last year, although in a historical context they remain low. Interest rates have increased in the United States and there is no longer an expectation of additional monetary easing in other major economies. Financial markets have been functioning effectively.

The Australian economy is continuing its transition following the end of the mining investment boom. Recent data are consistent with ongoing moderate growth. Most measures of business confidence are at, or above, average and non-mining business investment has risen over the past year. At the same time, some indicators of conditions in the labour market have softened recently. In particular, the unemployment rate has moved a little higher and employment growth is modest. The various forward-looking indicators still point to continued growth in employment over the period ahead. Wage growth remains slow.

The outlook continues to be supported by the low level of interest rates. Lenders have recently announced increases in mortgage rates, particularly those paid by investors. Financial institutions remain in a good position to lend. The depreciation of the exchange rate since 2013 has also assisted the economy in its transition following the mining investment boom. An appreciating exchange rate would complicate this adjustment.

Inflation remains quite low. Headline inflation is expected to pick up over the course of 2017 to be above 2 per cent. The rise in underlying inflation is expected to be a bit more gradual with growth in labour costs remaining subdued.

Conditions in the housing market continue to vary considerably around the country. In some markets, conditions are strong and prices are rising briskly. In other markets, prices are declining. In the eastern capital cities, a considerable additional supply of apartments is scheduled to come on stream over the next couple of years. Growth in rents is the slowest for two decades.

Growth in household borrowing, largely to purchase housing, continues to outpace growth in household income. By reinforcing strong lending standards, the recently announced supervisory measures should help address the risks associated with high and rising levels of indebtedness. Lenders need to ensure that the serviceability metrics that they use are appropriate for current conditions. A reduced reliance on interest-only housing loans in the Australian market would also be a positive development.

Taking account of the available information, the Board judged that holding the stance of monetary policy unchanged at its meeting would be consistent with sustainable growth in the economy and achieving the inflation target over time.

Source: Reserve Bank of Australia Media Release 4 April 2017

7.3 NET ASSET VALUATION POST PROPOSED TRANSACTION

7.3.1 Valuation assessment

As noted in section 2.1, in determining whether or not the transaction is fair, NPCF has determined the value of the combined entity immediately after the Proposed Transaction on a minority basis.

In establishing the value of MOT following completion of the Proposed Transaction, the net asset backing per share has been determined based upon the reviewed position in accordance with Section 6.3 of this Report including the adjustments to MOT referred to in Section 6.3.1, together with the additional capital raising by way of rights issue to be undertaken shortly after the Proposed Transaction.

No adjustment has been made in respect of any potential taxation consequences in respect of the Proposed Transaction.

The fair value of MOT post Proposed Transaction is as follows:

	Section	Note	Low	Medium	High
	reference		$	$	$
Fair value of MOT on a control basis	6.3		(319,130)	(319,130)	(319,130)
Net assets of Cirralto	7.2.4	1	210,262	210,262	210,262
			(108,868)	(108,868)	(108,868)
Discount for control premium		2	35%	30%	25%
			172,986	186,293	199,599
New shares issued post transaction			2,890,346	2,890,346	2,890,346
Fair value post Proposed transactionon a minority basis			2,819,581	2,814,138	2,808,695
Number of shares:
Shares on issue pre proposed Transaction			72,258,638	72,258,638	72,258,638
Acquisition of Cirralto		3	132,500,000	132,500,000	132,500,000
Shares issued under capital raising		4	72,258,638	72,258,638	72,258,638
Number of shares on issue post Proposed Transaction			277,017,276	277,017,276	277,017,276
Fair Value of a share Post Proposed Transaction			0.010178	0.010159	0.010139

• 1. As noted in section 7.2, in the absence of other appropriate methodologies we have determined the fair value of Cirralto to be its net asset position. Cirralto's net asset position represents the replacement cost of the company's assets.
• 1. The fair value of MOT and Cirralto represents a controlling interest in each entity. Immediately following the transaction current MOT shareholders will hold a minority interest in the combined entity. Therefore an adjustment has been made to determine the fair value on a minority basis by eliminating a premium for control. Premiums for control generally range from 25% to 35%.
• 1. As noted in section 1, 132,500,000 MOT shares will be issued to Cirralto's shareholders.
• 1. As noted in section 3.1, MOT will raise approximately $2.9 million in conjunction with or shortly after the acquisition of Cirralto.

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS OF THE PROPOSED TRANSACTION

8.1 Assessment as to Fairness

As noted in Section 5 of this Report, an offer is considered "fair" if the value of the consideration being offered is equal to, or greater than, the value of the securities that are the subject of the offer in the context of the impact on MOT shares prior to and subsequent to the Proposed Transaction. NPCF's assessment as to the fairness of the Proposed Transaction is set out below:

	LOW	MID	HIGH
NPCF valuation of MOT shares priorto the Proposed Transaction on acontrol basis (section 6.3)	($0.004417)	($0.004417)	($0.004417)
NPCF valuation of MOT shares postProposed Transaction on a minoritybasis (section 7.3.1)	$0.010178	$0.010159	$0.010139

After consideration of the above, the Proposed Transaction is considered to be fair to the non-associated shareholders of MOT as the preferred value of a share after completion of the Proposed Transaction is no less than the value of a MOT share prior to the Proposed Transaction.

8.2 Assessment as to Reasonableness

ASIC Regulatory Guide 111 states that an offer is reasonable if it is fair. Under this criterion as the value of MOT shares after the completion of the proposed transaction is no less than the value prior thereto, the offer is reasonable. There are a number of other relevant factors to be considered in assessing the reasonableness of the Proposed Transaction. These factors are set out below as advantages and disadvantages.

8.2.1 Advantages and Disadvantages of the Proposed Transaction proceeding:

Advantages of proceeding

• x The activities of Cirralto are entirely complementary to the Company's current legacy data conversion assets and the merger of both parties' products/technologies allows the combined entity to have an expanded and more complete data migration offering.
• x As there is no change to the nature of the Motopia's activities, nor the Company's main undertaking of technology and software development in data migration and conversion solutions, the Transaction is consistent with the Company's objectives to become the premier data migration and conversion solution specialist;
• x The Proposed Transaction provides access to significant potential revenue streams in the short to medium term. This also gives Motopia an appropriate platform on which to proceed with recapitalising the Company - Motopia currently has minimal net assets and acceptance of the Proposal may result in an increase in cash reserves should further funding be raised principally on the merits of the Proposed Transaction;
• x The Proposal is the only offer capable of acceptance at present and there is an absence of alternative offers;
• x It may provide opportunity for enhanced liquidity in Motopia shares; and
• x It may give rise to a market repricing of Motopia shares, given the foregoing.

Disadvantages of proceeding

• x Reduces the interest of Motopia Shareholders to 35.29% on the issue of the Shares the subject of Resolutions 1 and 2 of the attached Notice of Meeting;
• x Immediately after the Proposed Transaction (but prior to additional capital raisings as referred to herein), the Cirralto shareholders (which includes the Related Party Vendors) could effectively control Motopia and will not have paid a control premium for the issue of the Proposal Shares;
• x The Company will need to undertake further capital raising(s) to fund the development and expansion of Cirralto's business – in particular its three new service lines referred to herein – which will further dilute the interest of MOT Shareholders; and
• x Whilst Cirralto is expanding rapidly, it has yet to return a maiden profit.

8.2.2 Advantages and Disadvantages of the Proposed Transaction not Proceeding:

Advantages of not proceeding

• x MOT will avoid the disadvantages referred to above; and
• x MOT would still enjoy certain benefits of its prevailing strategic alliance with Cirralto.

Disadvantages of not proceeding

x The directors of Motopia have indicated that they will seek other opportunities to raise capital and to identify other opportunities It is uncertain, in light of current equity markets (a) when this may be achieved ; and (b) if alternative proposals will add greater value or be more dilutive to Motopia's Shareholders than the Proposed Transaction.

In our opinion, on balance, the advantages of approving the Proposed Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Proposed Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Proposed Transaction. Accordingly, in our opinion, the Proposed Transaction is reasonable to the non-associated shareholders of MOT.

8.3 Conclusion

Based on the valuation of a MOT share and on the above assessment, NPCF is of the opinion that the Proposed Transaction is fair and reasonable to the non-associated shareholders of MOT.

9. LIMITATIONS AND RELIANCE ON INFORMATION

Our opinion is based on the economic, stock market, financial and other conditions and expectations prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time.

Our report is also based upon financial and other information provided by MOT and its advisers. We understand the accounting and other financial information that was provided to us has been prepared in accordance with the Australian equivalents to International Financial Reporting Standards (AIFRS). We have considered and relied upon this information and believe that the information provided is reliable, complete and not misleading and we have no reason to believe that material facts have been withheld.

The information provided was evaluated through analysis, enquiry and review to the extent considered appropriate for the purpose of forming an opinion on the Proposed Transaction from the perspective of MOT security holders. However, we do not warrant that our enquiries have identified or verified all of the matters which an audit, extensive examination or "due diligence" investigation might disclose. Whilst NPCF has made what it considers to be appropriate enquiries for the purpose of forming its opinion, "due diligence" of the type undertaken by companies and their advisers in relation to (for example) prospectuses or profit forecasts is beyond the scope of an IER.

Accordingly, this report and the opinions expressed therein should be considered more in the nature of an overall review of the anticipated commercial and financial implications of the proposed Transaction, rather than a comprehensive audit or investigation of detailed matters.

The opinions and judgement of management of the relevant companies comprise an important part of the information base used in forming an opinion of the kind expressed in this report. This information has also been evaluated through analysis, enquiry and review to the extent practical. However, it must be recognised that such information is not always capable of external verification or validation.

We in no way guarantee the achievability of budgets or forecasts of future profits. Budgets and forecasts are inherently uncertain. They are predictions by management of future events which cannot be assured and are necessarily based on assumptions of future events, many of which are beyond the control of management. Actual results may vary significantly from forecasts and budgets with consequential valuation impacts.

In forming our opinion, we have also assumed that:

• (a) the information set out in the Notice of Meeting is complete, accurate and fairly presented in all material respects
• (b) if the proposed transaction is approved it will be implemented in accordance with the terms set out in the Notice of Meeting.

10. SOURCES OF INFORMATION

In making our assessment as to whether the Proposed Transaction is fair and reasonable to the nonassociated shareholders of MOT, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with representatives of the Company's Board. Information we have received includes, but is not limited to the following:

• x MOT's reviewed half yearly report as at 31 December 2016 and the audited financial report for the financial year ended 30 June 2016;
• x Recent ASX announcements lodged by MOT;
• x Unaudited Financial Statements at 28 February 2017 for Cirralto;
• x Share Price data for MOT;
• x Draft Notice of Meeting and Explanatory Statement this Report will accompany.

APPENDICES

APPENDIX 1 Overview of valuation methodologies

APPENDIX 1 OVERVIEW OF VALUATION METHODOLOGIES

Discounted cash flow ("DCF") approach

• DCF involve projected cash flows being discounted by a discount rate which reflects the time value of money and the risk inherent in the cash flows. DCF valuations are arguably the most technically accurate method of valuing an asset or business, however, they suffer from the practical impediment that few companies have prepared cash flow forecasts of sufficient reliability over the necessary long time frame.
• The DCF methodology is typically the most appropriate valuation methodology where there is adequate information about likely future cash flows and usually over a finite term.

Capitalisation of future maintainable earnings (earnings based) approach

• The capitalisation of earnings methodology involves capitalising the earnings of the business at a multiple which reflects the risks of the business and the stream of income it generates. This methodology requires the estimation of future maintainable earnings having regard to historical and forecast operating results, including sensitivity to key industry risk factors, future growth prospects and the general economic outlook. The estimated realisable value of any surplus assets is then added to the capitalised earnings.
• The determination of an appropriate capitalisation rate will typically reflect a potential purchaser's required rate of return, risks inherent in the business, future growth prospects and alternative investment opportunities. This methodology is the most commonly used method for the valuation of industrial companies, which have a proven operating history and a consistent earnings trend.

Asset based approach

• Asset based valuation methods estimate the value of a company based on the realisable value of its net assets less liabilities. There are a number of asset-based methods including orderly realisation; liquidation value; net assets on a going concern basis; replacement cost; and reproduction cost. Since wind-up or liquidation of the company may not be contemplated, these methods in their strictest forms may not necessarily be appropriate. The net assets on a going concern basis estimates the market values of the net assets without taking into account realisation costs. Asset-based valuation methods are considered most appropriate where a business or company is not making an adequate return on its assets, where there are surplus non-operating assets or where investments are the primary asset.

Quoted price for listed securities (market value) approach

• This approach reflects the quoted price for the listed securities of the company being valued and is most suited when there is a liquid and active market in those securities (and allowing for the fact that the quoted price may not reflect their value where 100% of the securities are available for sale).

Comparable market transactions approach

• This methodology entails obtaining information on any comparable transactions in the same industry for a similar entity to that being valued. If such transactions exist and the entity being valued is directly comparable to that being acquired, then the assets, revenue or earnings multiples, or other relevant measures employed in the actual transaction, can be utilised in the valuation.
• This methodology suffers from the difficulty in sourcing detailed information on the transaction to determine the basis of the consideration and the comparability of the two businesses or entities.

MOTOPIA!LIMITED PROXY!FORM!FOR!GENERAL!MEETING OF!SHAREHOLDERS

	I/We ______________________________________________________________________________________
of	______________________________________________________________________________________

am/are!a!member!of!Motopia!Limited!(ACN!099!084!143)!and!I/we!appoint!as!my/our!proxy:

_____________________________________________________

of ___________________________________________________________________________

Or!failing!the!individual!or!body!corporate!named,!or!if!no!individual!or!body!corporate!is!named,!the!Chairman!of!the!Meeting,!to!be!held!at!The!Country! Women's!Association!of!Western!Australia,!1176!Hay!Street,!West!Perth,!WA,!6005!on!Friday,!30 June!2017 at!11:00 am AWST!to!vote! for!me/us!at! the! meeting!and!at!any!adjournment!of!it.!!If!2!proxies!are!being!appointed!the!proportion!of!voting!rights!this!proxy!is!authorised!to!exercise!is!…………...%.!(The! Company!will!supply!an!additional!form!on!request). If!the!Chairman of!the!Meeting!is!appointed!as!your!proxy,!or!may!be!appointed!by!default,!and!you!do!

not!wish!to!direct!your!proxy!how!to!vote!as!your!proxy!in!respect!of!Resolutions!1!to!3 please!place!a!mark!in!this!box:!! !!!!

The!Chairman!intends!to!vote!all!undirected!proxies!in!favour!of!each!resolution.!!By!ticking!the!above!box,!I/we!expressly!authorise!the!Chairman!of!the! Meeting! to!vote!in!accordance with! the!Chairman's!voting!intentions!on!Resolutions 1 to! 7 (except!where!I/we!have!indicated!a!different!voting! intention!below)!and!acknowledge!that!the!Chairman!of!the!Meeting!may!exercise!my!proxy!even!if!the!Chairman!of!the!Meeting!has!an!interest!in! the!outcome!of!these!items!and!that!votes!cast!by!the!Chairman,!other!than!as!proxy!holder,!would!be!disregarded!because!of!that!interest.!!If!you! do!not!mark!this!box,!and!you!have!not!directed!your!proxy!how!to!vote,!the!Chair!will!not!cast!your!votes!on!Resolutions 1!to!3 and!your!votes!will! not!be!counted!in!calculating!the!required!majority!if!a!poll!is!called!on!Resolutions!1 to!7.!! Alternatively,!you!can!complete!the!table!below:

	RESOLUTIONS!(TICK!IN!THE!BOX)	For	Against	Abstain
Resolution!1	Approval!to!change!in!scale!of!activities!and!acquisition!from!a!related!party
Resolution!2	Issue! of! up! to 69,289,925 Shares! for! Cirralto! acquisition! – Related! Party!Vendors
Resolution!3	Issue!of!up!to 63,210,075 Shares!for!Cirralto!acquisition!– Unrelated!Vendors
Resolution!4	Approve!the!previous!issue!of!6,900,000!Shares
Resolution!5	Election!of!Michael!Mulvey!as!a!Director
Resolution!6	Approve!the!issue!of!13,500,000!Options!to!Michael!Mulvey!
Resolution!7	Approve!the!issue!of!13,500,000!Options!to!Adrian!Floate

Signature!of!Member(s):!.................................................................!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!Date:..............................................

Individual!or!Member!1 Member!2 Member!3

!!!!!!!!!!!!!!!!!!!!!!!!Sole!Director/Company!Secretary Director Director/Company!Secretary

Contact!Name:!.........................................................................................Contact!Ph (daytime):!...................................................

PROXY!INSTRUCTIONS:!A!member!entitled!to!attend!and!vote!at!a!meeting!is!entitled!to!appoint!not!more!than!2!proxies.!!Where!more!than!1!proxy!is!appointed,! each!proxy!may!be!appointed!to!represent!a!specific!portion!of!the!member's!voting!rights. A!proxy!need!not!be!a!member!of!the!Company.!A!proxy!form!must!be! signed!by!the!member!or!his!or!her!attorney.!Proxies!given!by!corporations!must!either!be!signed!under!the!hand!of!a!duly!authorised!officer!or attorney.!!To!be!valid,! the!form!appointing!the!proxy!and!the!Power!of!Attorney!or!other!authority!(if!any)!under!which!it!is!signed!(or!a!certified!copy)!must!be!lodged!with!the!Company!in! person! at! its! registered! office at! 1B/205a207! Johnston! St! Fitzroy! VIC! 3065!or!by! post! to! Motopia! Limited! PO! BOX! 305! Fitzroy! VIC! 3065 or! by! facsimile!on!+!61!(0)!3!8678!1747 by!not!later!than!1:00!p.m.!AEST!(11:00!am!AWST)!on!28 June!2017.