YPB : General Meeting - Letter and Notice of Meeting

For personal use only

ASX ANNOUNCEMENT

ASX:YPB | 17 November 2021

Notice of General Meeting of Shareholders

YPB Group Limited (YPB or the Company) provides the following documents regarding a general meeting of shareholders:

• letter to shareholders
• notice of general meeting
• sample proxy form

For further information please contact:

Investor enquiries

investors@ypbsystems.com

For personal use only

YPB Group Limited

ACN 108 649 421

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held via Zoom

teleconference on Thursday, 23 December 2021 at 1:00pm (Sydney time).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

YPB Group Limited (the Company) advises Shareholders that the Meeting will be held in compliance with any

restrictions on public gatherings.

The Company strongly encourages all Shareholders to vote by directed proxy rather than attend the Meeting in person. Proxy Forms for the Meeting should be lodged before 1:00pm (Sydney time) on 21 December 2021.

The Company has made arrangements for Shareholders who wish to remotely participate in the Meeting via electronic means. Those Shareholders should contact the Company by email investors@ypbsystems.com or by phone at (08) 6555 2950 to obtain further details of how to participate and vote at the Meeting by no later than 1:00pm (Sydney time) on Thursday, 16 December 2021.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX

Market Announcements Platform and on the Company's website at https://ypbsystems.com

The business of the Meeting affects your shareholding and your vote is important. This Notice and the

accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting

Note: An online poll will be called on all Resolutions being considered at this Meeting

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary,

Sebastian Andre, by telephone on +61 (08) 6555 2950

For personal use only

YPB GROUP LIMITED

ACN 108 649 421

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of YPB Group Limited (Company) will be held via an online meeting platform on 23 December 2021 at 1:00pm (Sydney time) (Meeting).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 4:00pm on Tuesday, 21 December 2021 (Sydney time).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 - Ratification of Prior Issue of Placement Shares under Listing Rule 7.1

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 718,773,077 Shares and issued pursuant to the Placement on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons that participated in the Placement (and/or their nominee(s)) or an associate of those persons in respect of which approval is sought.

However, this does not apply to a vote cast in favour of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
2. the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or
3. a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and
   2. the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way.

2. Resolution 2 - Ratification of Prior Issue of Placement Shares under Listing Rule 7.1A

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 190,317,837 Shares and issued pursuant to the Placement on the terms and conditions in the Explanatory Memorandum."

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