Name of entity

IOT Group Limited (IOT)

ABN

66 140 475 921

1

+Class of+securities issued or to be issued

Ordinary class shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

2,000,000 Ordinary class shares

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

Ordinary class shares issued in lieu of payment of establishment fees and marketing expenses due under a distribution agreement with The Product Group Pty Limited.

.

4

Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

+securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes

5

Issue price or consideration

Total non-cash consideration of $220,000 ($0.11/share) received.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

2,000,000 Ordinary class shares issued in lieu of payment of establishment fees and marketing expenses due under a distribution agreement with The Product Group Pty Limited.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b

The date the security holder resolution under rule 7.1A was passed

29 May 2015

6c

Number of +securities issued without security holder approval under rule 7.1

2,000,000 Ordinary class shares

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f

Number of +securities issued under an exception in rule 7.2

Nil

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

LR 7.1: 46,527,669

LR 7.1A: 57,029,219

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

17 May 2016

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

290,259,548

Ordinary class

Number

+Class

 6,253,286

 77,072,254

 181,766,210

 4,515,776

 22,578,878

 30,105,171

 4,000,000

• Unlisted Options at 3.6 cents expiring 31 December 2017.

• Restricted securities - fully paid shares escrowed for 24 months from date of ASX reinstatement.

• Restricted securities - fully paid shares escrowed for 12 months from date of issue.

• Unlisted options exercisable at 7 cents/option expiring 30 June 2019.

• Unlisted options exercisable at 7 cents/option expiring 30 June 2019, escrowed for 24 months from date of ASX reinstatement.

• Restricted securities - Unlisted options exercisable at 7 cents/option expiring 30 June 2019, escrowed for 12 months from date of their issue.

• Unlisted options exercisable upon achievement of sales targets in the period ending 30 June 2017. 7 cents exercise price.