Secondary trading notice

Name of entity

VMOTO Limited

ABN

36 098 455 460

1

+Class of +securities issued or to be issued

Fully Paid Ordinary Shares.

2

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

54,545,455 Fully Paid Ordinary Shares.

3

Principal terms of the +securities (eg, 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)

Fully Paid Ordinary Shares.

4

Do the +securities rank equally in all respects from the date of allotment 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

Issue price of 2.2 cents

6

Purpose of the issue

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

Shares to be issued pursuant to tranche one of the Placement announced 2 October 2013, to raise $1,200,000 (before costs) to be used for:

(a) joint venture investment;

(b) continued expansion into China;

(c) product development;

(d) costs of the Placement; and

(e) general working capital.

6a

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

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

Yes.

6b

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

16 October 2012.

6c

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

54,545,455 Fully Paid Ordinary 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

2,867,702 under rule 7.1;

89,608,771 under rule 7.1A.

7

Dates of entering +securities into uncertificated holdings or despatch of certificates

11 October 2013

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

1,027,633,167

145,392,230

Fully paid ordinary

shares.

Options exercisable

at 4 cents each on or

before 31 December

2014.

Number

+Class

Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

8,500,000

11,500,000

5,000,000

5,000,000

6,000,000

6,000,000

8,000,000

ESOP Options exercisable at 2.5 cents each on or before 1 September 2014.

ESOP Options exercisable at 3.0 cents each on or before 23 November 2015.

Class E Unlisted Options exercisable at

4 cents each on or before 23 May 2018.

Class F Unlisted Options exercisable at

8 cents each on or before 23 May 2018.

Incentive Performance rights convertible to shares on or before 31 December 2013 (subject to performance based vesting conditions).

Incentive Performance rights convertible to shares on or before 31 December 2014 (subject to performance based vesting conditions).

Incentive Performance rights convertible to shares on or before 31 December 2015 (subject to performance based vesting conditions).

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

11

Is security holder approval required?

N/A

12

Is the issue renounceable or non-renounceable?

N/A

13

Ratio in which the +securities will be offered

N/A

14

+Class of +securities to which the offer relates

N/A

15

+Record date to determine entitlements

N/A

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

N/A

17

Policy for deciding entitlements in relation to fractions

N/A

18

Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

N/A

19

Closing date for receipt of acceptances or renunciations

N/A

20

Names of any underwriters

N/A

21

Amount of any underwriting fee or commission

N/A

22

Names of any brokers to the issue

N/A

23

Fee or commission payable to the broker to the issue

N/A

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

N/A

25

If the issue is contingent on +security holders' approval, the date of the meeting

N/A

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

N/A

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

N/A

28

Date rights trading will begin (if applicable)

N/A

29

Date rights trading will end (if applicable)

N/A

30

How do +security holders sell their entitlements in full through a broker?

N/A

31

How do +security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32

How do +security holders dispose of their entitlements (except by sale through a broker)?

N/A

33

+Despatch date

N/A

34

Type of securities

(tick one)

(a)

x

Securities described in Part 1

(b)

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Tick to indicate you are providing the information or documents

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

38

Number of securities for which +quotation is sought

39

Class of +securities for which quotation is sought

40

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

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

· the date from which they do

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

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

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number

+Class

42

Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

775,012,710

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

121,075,002 Shares issued 09/11/2012

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

0

"A"

896,087,712

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

134,413,157

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

77,000,000 Shares issued 30/08/2013

54,545,455 Shares issued 11/10/2013

"C"

131,545,455

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

134,413,157

Subtract "C"

Note: number must be same as shown in Step 3

131,545,455

Total ["A" x 0.15] - "C"

2,867,702

[Note: this is the remaining placement capacity under rule 7.1]

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"

Note: number must be same as shown in Step 1 of Part 1

896,087,712

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

89,608,771

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

Nil

"E"

Nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10

Note: number must be same as shown in Step 2

89,608,771

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

89,608,771

Note: this is the remaining placement capacity under rule 7.1A