Iproperty IPGA Prospectus

Prospectus
ISSUER
IPGA Limited
ACN 126 188 538
www.ipgalimited.com
IPGA LIMITED is offering

30,000,000 Shares at
an Offer Price of $0.25
per Share, payable in full
on Application to raise
$7,500,000.
8 August 2007
LEAD MANAGER
BBY Limited
ACN 006 707 777
IPGA LIMITED
IMPORTANT NOTICES
Offer
The Offer contained in this Prospectus is an invitation to apply for Shares in IPGA Limited ACN 126 188 538 (“Company” or “IPGA”). No person is authorised to
provide any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not
contained in this Prospectus may not be relied on as having been authorised by the Company or their respective directors in connection with the Offer.
Lodgement and Listing

This Prospectus is dated 8 August 2007 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or
the merits of the investment to which this Prospectus relates.
Within 7 days of the date of this Prospectus, the Company will apply to ASX for listing of the Company and quotation of the Shares on ASX. No securities will be
issued or sold on the basis of this Prospectus later than 13 months from the date of this Prospectus.
Important Notice
Before deciding to invest in IPGA, potential investors should read the entire Prospectus. In considering the prospects for IPGA, potential investors should consider the
assumptions underlying the prospective financial information set out in Section 8 of this Prospectus and the risk factors that could affect the performance of IPGA,
some of which are set out in the Investment Highlights in Section 1. Potential investors should carefully consider these factors in light of personal circumstances
(including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether
to invest. The Company has not authorised any information or representations about the Company or the Offer that are not contained in this Prospectus. Potential
investors should only rely on the information contained in this Prospectus.
No person named in this Prospectus nor any other person guarantees the performance of the Company or the repayment of capital or the payment of a return on
the Shares.
Certain information in this Prospectus is subject to change. If that information is not materially adverse to investors, it will be updated and made available on the
IPGA Limited website at www.ipgalimited.com. If there is a materially adverse change to the information in this Prospectus or a materially adverse omission from
this Prospectus, IPGA Limited will issue a replacement or supplementary Prospectus.
JURISDICTIONAL LIMITATION
This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.
No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The
distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek
advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (“US Securities Act”), and may not be offered, sold or resold
(i) in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act), except to qualified institutional
buyers (as defined in Rule 144A under the US Securities Act) in transactions exempt from the registration requirements of the US Securities Act in accordance with
Rule 144A thereunder and applicable US state securities laws and (ii) outside the United States, except to persons other than US Persons in offshore transactions in
compliance with Regulation S under the US Securities Act.
Electronic Prospectus
This Prospectus is available to download and view as an electronic prospectus on IPGA’s web site at www.ipgalimited.com.
The Offer constituted by the electronic Prospectus is only available to persons receiving the electronic Prospectus within Australia. Any person may obtain a free
paper copy of the Prospectus by telephoning the Company or the Broker to the Offer with their request. Persons who access the electronic form of this Prospectus
should ensure they download and read the entire Prospectus.
The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a hard copy of this Prospectus or the
complete and unaltered electronic Prospectus (whether printed or remaining in an electronic medium).
Investors wishing to apply for Shares after downloading or reading the electronic Prospectus may only do so either by:
• obtaining a paper copy of the Prospectus from the Company and submitting a completed Application Form to the Company in accordance with the
instructions on the Application Form; or
• printing the downloaded electronic Prospectus and submitting a completed print-out of the Application Form to the Company in accordance with the
instructions on the Application Form.
Forward-Looking Statements
Certain statements in this Prospectus constitute forward-looking statements. Investors should note that those statements are inherently subject to uncertainties
in that they will be affected by a variety of known and unknown risks, variables and other factors which could cause actual values or results, performance or
achievements to differ materially from anticipated results, implied values, performance and achievements expressed, projected or implied in the statements. These
risks, variables and factors include, but are not limited to, the matters described in Section 5. IPGA gives no assurance that the anticipated results, performance or
achievements expressed or implied in those forward-looking statements will be achieved.
Applications
The Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of the Prospectus.
Applications under the Offer must be made by completing a paper copy of the Application Form included in this Prospectus. The Company will not accept a
completed Application Form if it has reason to believe that the Applicant has not received a Prospectus or if it has reason to believe that the Application Form has
been altered or tampered with in any way.
Exposure Period
Under the Corporations Act, IPGA is not permitted to process Applications in the period of 7 days after the date of lodgement of this Prospectus with ASIC. ASIC
may extend this period for up to a further 7 days. The Exposure Period enables the Prospectus to be examined by market participants prior to the offering of Shares.
No preference will be conferred on Applications received during the Exposure Period.
IPGA LIMITED
FOREIGN CURRENCY TRANSLATION RATES
In this Prospectus, unless otherwise stated, the following foreign currency translation rates have been applied:
“ AUD1 = MYR2.95
SGD1 = MYR2.25
AUD1 = SGD1.31
AUD1 = USD0.848
AUD1 = THB28.0
AUD1 = PHP38.0
The approximate rate of exchange for the Australian Dollar (AUD) to the Malaysian Ringgit (MYR), the Singapore Dollar (SGD) and the United States Dollar (USD) are
based on the mid-market rate as at 26 June 2007 (Source: www.xe.com). The approximate rate of exchange for the Australian Dollar to the Thailand Bhat (THB) and
Philippine Peso (PHP) is based on the rates applied in the Frost & Sullivan Independent Market Report (Section 11), described below.
Several statements in this Prospectus incorporate values that have been sourced from the Frost & Sullivan Independent Market Report (Section 11). The source of
those statements is duly noted and the following foreign currency translation rates have been applied:
AUD1 = MYR2.85
AUD1 = SGD1.27
AUD1 = USD0.82
AUD1 = THB28.0
AUD1 = PHP38.0
Financial Amounts
Money as expressed in this Prospectus is in Australian dollars unless expressed otherwise.
Privacy
If you apply for Shares you will be asked to provide personal information to IPGA (and to IPGA’s share registry) which collects, holds and uses that personal
information in order to assess your application, service your needs as an investor, provide facilities and services that you may request and carry out appropriate
administration. By submitting an Application Form, each applicant agrees that the Company may use the information in the Application Form for the purposes
set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s agents, contractors and third party service
providers (including mailing houses), ASX, ASIC and other regulatory authorities.
Definitions and glossary

A number of words, terms and abbreviations used in this Prospectus have defined meanings, which are set out in the glossary in Section 14. The financial amounts in this
Prospectus are expressed in Australian dollars unless otherwise stated. References to time are to Australian Eastern Standard Time (AEST) unless stated otherwise.
Financial Information Presentation

The Directors have prepared Pro Forma Historical Financial Information to provide potential investors in the Company with information to help them understand
what the historical financial performance would have been had the businesses operated and reported as a single consolidated group since 1 January 2005, including
the Pro Forma adjustments detailed in Section 8.
The Pro Forma Historical Financial Information included in this Prospectus for the years ended 31 December 2005 (“FY2005”) and 31 December 2006 (“FY2006”)
have been prepared and presented in accordance with the recognition and measurement principles prescribed in the Australian Accounting Standards.
In accordance with customary practice for offerings in Australia, this Prospectus includes Pro Forma Forecast Financial Information for the year ending 31 December
2007 (“FY2007F”). The basis of preparation and presentation of the Pro Forma Forecast Financial Information is consistent with the basis of preparation and
presentation for the Pro Forma Historical Financial Information. The Financial Information presented in this Prospectus is unaudited, but reviewed.
The Pro Forma Historical Financial Information and the Forecast Financial Information in this Prospectus should be read in conjunction with the information
contained in Section 8.2 relating to Pro Forma Historical Financial Information, in Section 8.3 relating to the Forecast Financial Information, in Section 9 Investigating
Accountants’ report and in Section 5 Risk Factors.
Risk
Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects for the Company,
investors should consider the risk factors that could affect the financial performance and assets of the Company. Investors should carefully consider these factors in
light of personal circumstances (including financial and taxation issues). IPGA Limited is in the early stages of development and the risks are therefore significant.
The Shares offered by this Prospectus should be considered speculative. Refer to Section 5 for details relating to risk factors.
Restricted Securities
Subject to the Company being admitted to the Official List, certain of the issued Shares, other than those subscribed for under this Prospectus, may be classified
by ASX as restricted securities and will be required to be held in escrow pursuant to ASX Listing Rules. A more detailed statement of the escrow that will apply to
Restricted Securities will be given as pre-open disclosure on the ASX Company Announcements Platform.
All Shares that have been issued to Existing Shareholders are to be held in escrow for a period of at least 12 months, either as a consequence of the ASX
determination to restrict those Shares or, failing which, the Existing Shareholder has agreed to voluntarily escrow the Shares for a period of up to 24 months.
Enquiries
Any questions concerning the Offer should be directed to:
Cynthia Chan
Company Secretary
IPGA Limited
Level 5, Bank House
11 Bank Place
Melbourne, VIC 3000
Tel: (61 3) 9691 4900
Fax: (61 3) 9600 1500
IPGA LIMITED
KEY INFORMATION
Prospectus Lodged with ASIC 8 August 2007
Exposure Period ends (unless extended by ASIC) 15 August 2007
Opening of Offer 16 August 2007
Estimated Closing Date 30 August 2007
Allotment of Shares 4 September 2007
Despatch of Holding Statements 5 September 2007
Expected commencement of trading on ASX 10 September 2007
Note: The above dates are indicative only. The Company, in agreement with the Lead Manager, reserves the right to vary
these dates, including closing the Offer early or withdrawing the Offer, to extend the Closing Date or to accept late Appli-
cations (either generally or particular cases) without notifying any recipient of this Prospectus or any Applicants. Investors
are encouraged to submit their Applications as soon as possible as the Offer may close at any time without notice.
KEY OFFER STATISTICS

Offer Price per Share $0.25
Number of Shares being offered under this Prospectus 30 million
Amount to be raised under the Offer $7.5 million
Number of Shares on issue post the Offer 102,310,021
Market Capitalisation of the Company at Offer Price $25.6 million
Key Financial Information1

(Actual) (Forecast)
2006 2007
Pro Forma Revenue $558,303 $1,018,637
Pro Forma Forecast NPAT
(1)
$(43,068) $57,104
Statutory Forecast Revenue $692,681
Statutory Forecast NPAT $8,208
(1)
Pro Forma Forecast NPAT for year ending 31 December 2007 of $57,104 includes interest income of $95,813.
Applicants are referred to Section 8 of this Prospectus for further details on the assumptions used in the preparation of the
Pro Forma Forecast Financial Information contained within this Prospectus as well as Section 5 of this Prospectus setting out
the various risks faced by the Company and its operations.
IPGA LIMITED
CHAIRMAN’S LETTER 1
CONTENTS 1. Investment Overview
1.1 Company Overview
4
4
1.2 Key Investment Highlights 4
1.3 Purpose of the Offer 5
1.4 Investment Risk Factors 5
1.5 Dividend Policy 6
1.6 Restricted Securities 6
2. Questions and Answers About an Investment in IPGA Limited 10

3. Details of the Offer 14
3.1 Offer Description 14
3.2 Purpose of the Offer 14
3.3 Important Dates 14
3.4 Capital Structure 15
3.5 Escrow Agreements 15
3.6 Opening and closing dates 15
3.7 How to Apply for Shares 16
3.8 Allotment and Allocation of Shares 16
3.9 ASX Listing 16
3.10 CHESS 16
3.11 Non Resident Investors 17
3.12 No Issue After 13 Months 17
3.13 Enquiries in Relation to the Offer 17
3.14 Privacy Act 17
3.15 OnLine Prospectus 17
3.16 Withdrawal 18
3.17 Brokerage, Commission and Stamp Duty 18
3.18 Rights Attaching to Shares 18
3.19 Summary Only 18
4. Business Overview 22
4.1 Company Overview 22
4.2 Company History and Structure 24
4.3 Strategy 26
4.4 Key Aspects of IPGA’s Operations 27
4.5 Potential Growth and Expansion Opportunities 30
5. Risk Factors 34
5.1 General Risk 34
5.2 Specific Risks 34
5.3 Other Risks 37
6. Directors and Senior Management 40

6.1 Directors 40
6.2 Senior Management 41
7. Corporate Governance Statement (CGS) 44

7.1 Framework and Approach to Corporate Governance and Responsibility 44
7.2 Board of Directors – Role and responsibilities 44
7.3 Board of Directors – Composition, Structure and Process 44
7.4 Management 47
7.5 Remuneration Policy 47
7.6 Code of Conduct and Ethical Standards 47
7.7 Internal Control and Risk Management 47
7.8 Communications 47
7.9 Compliance With Corporate Governance Council’s Principles 48
8. Financial Information 56
8.1 Introduction 56
8.2 Basis of Preparation of the Pro Forma Historical Financial Information 56
8.3 Basis of Preparation of Forecast Financial Information 57
8.4 Pro Forma Historical and Forecast Financial Information 58
8.5 Pro Forma Historical and Forecast Revenue and EBITDA by Geographic Segment 59
8.6 Forecast Statement of Cash Flows 59
8.7 Analysis of Pro Forma Historical Financial Information and Forecast Financial Information 60
8.8 Best-Estimate Assumptions in Pro Forma Forecast Financial Information 60
8.9 Statutory Financial Forecast 62
8.10 Sensitivity Analysis 62
8.11 Pro Forma Historical Consolidated Balance Sheet 63
8.12 Accounting Policies 64
IPGA LIMITED
9. Investigating Accountants’ Report 70
10. Independent Review of Forecast Financial Information 76
11. Independent Market Report 84
12. Material Contracts 118
12.1 iProperty.com.my Agreement 118
12.2 Webvisions Service Agreement 118
12.3 Share Sale and Purchase Agreement of iProperty Group Asia Pte Ltd between
Patrick Grove (Vendor) and IPGA Limited (Purchaser) 119
12.4 Share Sale and Purchase Agreement of Shares in Ailligent Sdn Bhd between
Catcha TV Sdn Bhd (Vendor) and iProperty Group Asia Pte Ltd (Purchaser) 119
12.5 Deed of Assignment between Catcha TV Sdn Bhd (Assignor)
and Iproperty Group Asia Pte Ltd (Assignee) 119
12.6 Share Swap Agreement for remaining shares in Ailligent Sdn Bhd between
Wong Jia Liang, Kong Suet Lee, Kong Sin Leong and Catcha Media Group Pte Ltd 120
12.7 Acquisition Agreement of Info-Tools Pte Ltd between
Tay Kam Chiew and Tay Kam Kiang (Vendors) and iProperty Group Asia Pte Ltd (Purchaser) 120
12.8 Acquisition Agreement of InvestPH.com Between Catcha Media Group (Vendor) and
iProperty Group Asia Pte Ltd (Purchaser) 121
12.9 Heads of Agreement Between Real Co. Ltd (Vendor) and Iproperty Group Asia Pte Ltd (Purchaser)
for Purchase of www.real.co.th Website 121
12.10 Constitution of IPGA Limited 121
12.11 Corporate Governance Arrangements 122
12.12 Deed of Insurance, Indemnity and Access 122
12.13 Patrick Grove Service Agreement (Executive Director and Chairman) 122
12.14 Samuel Weiss Service Agreement (Non-Executive Director) 123
12.15 Dato’ Larry Gan Service Agreement (Non-Executive Director) 123
12.16 Paul Choiselat Service Agreement (Non-Executive Director) 123
12.17 Hugh Morrow Service Agreement (Non-Executive Director) 124
12.18 Key Employment Agreements 124
12.19 Lead Manager Agreement with BBY Limited 125
12.20 Loan Agreement Between IPGA Limited and CR Media Sdn Bhd 125
13. Additional Information 128

14. Glossary 136
15. Corporate Directory 140
IPGA LIMITED
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IPGA LIMITED
Dear Investor,
chairman’s letter
On behalf of the Directors of IPGA Limited, it brings me great pleasure to invite you to become a Shareholder
in a network of leading online property portals focusing on key Asian markets.
Subsequent to the completion of this offer, IPGA will own leading local property portals and information
services in the markets of Malaysia and Singapore, with a key foothold in the Philippines and an Agreement in
place to acquire a similar position in Thailand.
Our company has the ambition to become the leading operator of online property portals in Asia, an
ambition that is underscored by:
• A commitment to being the market leader in each country in which we operate;

• A commitment to offering customers the largest source of quality online property listings;
• A commitment to offering real estate agents, agencies and developers an exceptional
marketing tool that allows them to improve their sales performance;
• The ability to build a collection of online property portals on a single technology platform;
and
• A focus on streamlining and automating the business model in order to maximise operating
margins.
IPGA operates in markets that are experiencing a significant structural shift as property advertising moves
from traditional media onto the Internet. IPGA aims to be both at the forefront of and a catalyst for this shift.
Our experience with our Malaysian business, iProperty.com.my, leads us to believe that online property
advertising in Asia is poised to experience the type of tremendous growth that has been witnessed in the
United Kingdom and Australia in recent years. Coupled with strong growth in Asian property markets at
large and the largest Internet user base in the world, IPGA is set to enjoy a front row seat to the exciting
development of the online property industry in Asia.
To take advantage of the opportunities at hand, IPGA has gathered a dynamic and respected Board of
Directors, supported by an experienced and highly motivated management team. Together they have a wealth
of experience in Asia and the property, technology and media industries.
The Offer under this Prospectus will raise A$7.5 million. Part of these proceeds (A$1.5m) will be used to
complete the acquisition of one of Singapore’s leading property listings and data companies, with the balance
to pay for listing costs, provision of working capital and to fund future acquisitions and opportunities in the
Asian market.
This Prospectus contains detailed information on IPGA Limited and includes an Independent Market Report
by Frost & Sullivan on Asian real estate markets key to IPGA and the potential for growth in online property
advertising in those markets going forward. I encourage you to read this Prospectus in detail before making
your investment decision.
I look forward to welcoming you as a shareholder of IPGA Limited.
Yours Faithfully
Patrick Grove
Executive Chairman
IPGA LIMITED
IPGA LIMITED
SECTION 1 SECTION 9
Investigating Accountants’ Report
Investment Overview
SECTION 2 SECTION 10
Questions and Answers About an Independent Review of
Investment in IPGA Limited Forecast Financial Information
Details of the Offer Independent Market Report
Business Overview Material Contracts
Risk Factors Additional Information
Directors and Senior Management Glossary
Corporate Governance Statement Corporate Directory
(CGS)
SECTION 8
Financial Information
IPGA LIMITED
1.1 COMPANY OVERVIEW
SECTION 1
Investment Overview
IPGA is an Asian-based company with primary operations in Singapore and Malaysia, and is focused on developing and operating
Internet-based real estate property portals along with other complementary offerings to that market. After the completion of this
offer and finalisation of transaction documentation, IPGA will own online property portals in the markets of Singapore, Malaysia and
Philippines, with a Heads of Agreement in place to acquire an online property portal in Thailand.
1.2 Key Investment Highlights

1.2.1 Proven Business Model
• The Company provides benefits to property buyers, vendors and agents.
• The online format is increasingly becoming the preferred information medium when buying, selling or renting property.
• Customers, such as real estate agents and property developers, find the Internet an increasingly important marketing
medium due to its exposure to buyers, price and detailed tracking capabilities.
• IPGA’s Malaysian subsidiary was launched in 2003 and has recently become profitable.
• Over the last four years a proprietary technology platform that is scalable into new markets has been developed and is
expected to facilitate cost and revenue benefits.
1.2.2 Strong Growth Prospects

GLOBAL BENCHMARKS
• The online property classifieds model is proven as a highly successful and profitable business model. Leaders in
developed markets have successfully listed on capital markets, notably Realestate.com.au on the Australian Securities
Exchange, Rightmove.co.uk on the London Stock Exchange and Seloger.com on the Euronext Exchange.
• Leaders in more developed markets have seen top line growth of greater than 75% per annum for each of the last five
years, whilst net profit margins have ranged between 25-50%.
• Whilst the markets in which IPGA operates are very early stage, growth over the next two years in the industry is
expected be at least 75% per annum.*
• During 2005 and 2006, the size of the property advertising market in Singapore, Malaysia, Philippines and Thailand was
approximately $240m per year*. The total advertising spend by the real estate industry in Australia as at 1 October
1999 was $250m.
• In 2006, the Australian real estate advertising market was $500m, with the online sector accounting for over 15% of
the total expenditure, having grown from virtually nothing in 2001.*
Asian Market
• Not only is the overall real estate advertising market predicted to grow by 4% per year in Malaysia and 6% per year in
Singapore, the proportion of such advertising going online is also predicted to grow from 1.1% in 2006 to 8% in 2010.*
• Online penetration in Asia continues to grow. The markets in which IPGA operates had over 32 million Internet users in 2006.
• There are further growth prospects in other Asian markets which are equally early stage and are beginning to develop
strong local property markets and stronger levels of local Internet usage.
*
See Frost & Sullivan Independent Market Report, Section 11
1.2.3 Diversified Supply Base

• The Company’s key clients are property developers promoting new property and real estate agents and agencies
promoting both new and secondary property.
• More than 1,200 real estate agents, 80 property developers and 80 real estate agencies currently list over 23,000
properties across IPGA’s portfolio of property sites.
1.2.4 Diversified Product Base

• Whilst IPGA’s main product is online consumer property portals, the Company believes a key part of its strategy is
offering a suite of complementary property media products, including magazines and events. This approach has been
successful to date and serves three key purposes;
1. Offers consumers multiple channels to access information;
2. Provides marketing and branding opportunities for the websites;
3. Assists in generating sales leads for online business. As the markets in which IPGA operates are early stage,
many property developers and agents are accustomed to spending marketing budgets on print and event
mediums. Hence, such traditional media is used as a platform from which to upsell clients to the online
medium.
IPGA LIMITED
1.2.5 User Acquisition
SECTION 1
Investment Overview
• The Directors believe that a primary source of new users will be by way of search engine referrals. As such, the Company
intends to place significant importance on optimising its websites to best take advantage of the indexing methodologies
employed by popular search engines.
• The Directors believe that such search engine optimisation should result in the appearance of its sites and individual
property listings high on the results pages of search engines when users enter search queries in relation to property or
real estate in the markets in which the Company operates.
1.2.6 Technology and Infrastructure

• The Company’s core software has been developed in-house.
• The business model is designed such that rapid deployment in new countries and markets requires the addition of few or
no extra technical staff.
• The Company intends to continue to base its technology and technology development in Malaysia, where infrastructure
is robust courtesy of the Malaysia Government’s Multimedia Super Corridor infrastructure projects.
• As Malaysia also enjoys relatively low human resource costs, interface design, web design, search engine optimisation
and technology management will also be centralised in Malaysia.
• As a result, other markets in which the Company does or plans to operate in will function primarily as sales and
marketing offices for the service in the local market.
1.2.7 Proven Management Team

• IPGA is a young and dynamic company with a team proven across a broad number of key areas.
• The senior management team has a track record of selling data and online media products to the property industry at
large in Singapore and Malaysia.
• IPGA’s team also has over 20 years combined experience in developing and growing media and Internet businesses in
Asia both organically and by way of merger and acquisition.
• IPGA has an experienced Board of Directors who offer a dynamic and diverse wealth of experiences that include detailed
exposure to the Internet industry, property industry, Asia at large and publicly listed company management and
stewardship.
1.3 PURPOSE OF THE OFFER

The Company will use funds received from the Offer for the following:
DESCRIPTION $
Cash costs associated with this Offer (1) 1,140,000
Cash acquisition of Info-Tools Pte Ltd (2) 1,533,508
Further acquisition commitments (3) 100,236
Provision of working capital 496,256
Cash retained for further acquisitions 4,230,000
Total 7,500,000
(1)
Includes amount of approximately $50,000 being a repayment to a subsidiary of Catcha Media Group Pte Ltd
for the initial pre-payment of ASX listing fees on behalf of IPGA Limited. See Section 12.20 for details.
(2)
Includes deferred consideration of $766,754 representing the final cash payment for the acquisition of Info-
Tools Pte Ltd. The amount is to be held in an escrow account until due, pursuant to a Share Sale and Purchase
Agreement dated 5 June 2007 (see Section 12.7 for more details).
(3)
For details, see Section 12.8 and 12.9.
The Directors consider that, following completion of the Offer, the Company will have sufficient cash flow from operations and
existing funding sources to fund its stated business objectives.
1.4 INVESTMENT RISK FACTORS

Applicants should be aware that there are risks associated with any investment in the share market. In addition, there are a number of
significant risk factors specific to the Company, the industries in which the Company operates and the general business environment.
Such risk factors may impact on the performance and financial position of the Company. These risk factors are outlined in Section 5.
These risk factors may be outside the control of the Company, the Directors and management team and may have an impact on the
operating and financial performance of the Company.
Major areas of risks associated with an investment in the Company include:
• The Company has a relatively short operating history and the online classified advertising markets in the countries in
which the Company operates are continuing to evolve;
IPGA LIMITED
• Competition may arise from a number of sources and may include companies from the traditional print media who sell
property advertising. These companies may have greater capital resources and depth of expertise;
SECTION 1
Investment Overview • Any failure of the Company’s systems that causes an interruption or increased response time to the Company’s services
could materially affect the Company’s business;
• The Company’s database is a valuable asset which is subject to risks associated with computer viruses, physical or
electronic break-ins and loss of data;
• The new business acquisitions may expose the Company to business risks or liability which may not be fully indemnified;
• The level of visits to the Company’s website may be reduced due to technology substitutions becoming more prevalent
or the Company adapting more slowly to technological advances than its competitors;
• The general state of the property markets in the countries in which the Company operates may prove to be problematic.
1.5 DIVIDEND POLICY

IPGA does not intend to declare a dividend for the year ending 31 December 2007, with all funds generated from the Company’s
operations reinvested in the business or used to make acquisitions where appropriate.
In the future, and subject to IPGA achieving sufficient profits and franking credits, IPGA intends to frank dividends to the fullest
extent possible, however any dividend is unlikely to be fully franked. The Directors may review this dividend policy from time to time
and, subject to prevailing circumstances, may change its terms. No guarantee can be given about the payment of dividends, the level
of franking or imputation of such dividends for any period as these matters will depend on the future profits of IPGA and its financial
and taxation position at the time.
1.6 RESTRICTED SECURITIES

The ASX may classify certain currently issued securities as being subject to the Restricted Securities provisions of the Listing Rules.
Accordingly, a proportion of such issued securities may be required to be held in escrow for a period of time, as determined by ASX.
A more detailed statement of the escrow that will apply to Restricted Securities will be given as a pre-open disclosure on the ASX
Company Announcements Platform.
All Shares that have been issued to Existing Shareholders are to be held in escrow for a period of at least 12 months, either as a
consequence of the ASX determination to restrict those Shares or, failing which, the Existing Shareholder has agreed to voluntarily
escrow the Shares for a period of up to 24 months.
IPGA LIMITED
IPGA LIMITED
IPGA LIMITED
SECTION 1 SECTION 9
Investment Overview Investigating Accountants’ Report
Questions and Answers About Independent Review of
an Investment in IPGA Limited Forecast Financial Information
(CGS)
SECTION 8
IPGA LIMITED
WHERE TO FIND
SECTION 2
About An Investment in IPGA Limited
Questions and Answers
TOPIC SUMMARY OUT MORE
Who is the Issuer of the IPGA Limited (ACN 126 188 538) Section 4
Prospectus?
What is the offer? • The Offer is an initial public offering of 30 million Shares Section 3
representing 29% of IPGA Limited following the Offer
• Shares are being offered to investors at a fixed price of $0.25
per share
• Applicants must apply for an Australian dollar value of Shares
How will the Proceeds of • To complete the acquisition of Info-Tools Pte Ltd Section 3
the Offer be Used? • To complete further acquisitions
• To pay the costs of the Offer
• For general working capital
• Cash retained for future acquisitions
Is the Offer Underwritten? No, the Offer is not underwritten
What are the Key Dates • The Offer is expected to open on 16 August 2007 Section 3
of the Offer? • The Offer is expected to close on 30 August 2007
• Holding statements are expected to be despatched on or about
5 September 2007
• The Shares are expected to be quoted on ASX on 10 September 2007
• The Company reserves the right to alter any of the dates relating to
the Offer described in this Prospectus without notice
What are the Offer • The Company seeks to raise $7.5 million Section 3
features and terms? • The minimum Application for Investors is $2,000 worth of Shares,
thereafter in multiples of $250
What are the significant • Exposure to high growth markets Section 4

benefits of the Offer? • Potential to participate in the business of the first listed South East
Asian online real estate company
• A strong balance sheet designed to support growth and
acquisitions post-listing
• A business model that allows rapid expansion into new
geographical markets
What are the potential • Investors will be exposed to standard market conditions which Section 5
significant risks? may cause the market price of the Shares to fall as well as rise
• The Company is a new business and may fail to execute its strategy
• The Company relies on third party software and hardware, and
Internet infrastructure
• The Internet may not become accepted as a primary means
through which consumers search for property information
• The property markets in the countries in which the Company
operates are subject to factors outside the Company’s control
• The Company has costs, expenses and investments denominated in
multiple currencies and is exposed to foreign currency risk
What are the potential • The tax consequences for investors will differ depending on their
tax implications? individual circumstances
• Investors should consider seeking tax advice prior to an investment
What are the total costs • The total costs of the Offer will be approximately $1,140,000, and Section 13
of the offer? will be payable by the Company out of the proceeds of the Offer
Will I receive a dividend • There is no dividend forecast for FY2007 Section 8

in FY2007?
10 IPGA LIMITED
WHERE TO FIND
SECTION 2
About An Investment in IPGA Limited
Questions and Answers
TOPIC SUMMARY OUT MORE
How can further • By reading this Prospectus in its entirety Section 3
information be obtained? • By speaking to your stockbroker, accountant or other professional
adviser
• By visiting the IPGA Limited website at www.ipgalimited.com
How do I apply for • By completing the Application Form attached to this Prospectus Section 3
shares?
What is the allocation • The Lead Manager, in consultation with the Company, has Section 3
policy? discretion regarding the allocation of Shares under the Offer and
may reject any Application or allocate a lesser amount of Shares
than applied for, in its absolute discretion
When will I receive • As soon as possible after the Offer closes, but anticipated to be Section 3
confirmation that my around 5 September 2007
application has been
successful?
Contact Details • For further contact details, see the Corporate Directory in Section 15
Section 15 of this Prospectus
IPGA LIMITED 11
12 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 13
Details Of The Offer 3.1 OFFER DESCRIPTION
SECTION 3
IPGA is seeking to raise $7,500,000, by the issue of 30,000,000 Shares in the Company at an issue price of $0.25 per Share (Issue Price) which
upon listing represents 29% of the issued capital of IPGA.
No Shares will be issued until valid Applications for this amount have been received.
The amount raised will be used to provide the Company with sufficient capital to finance the acquisition of operations in Singapore, and
for further acquisition commitments (see table below). Funds will also provide the Company with additional working capital, pay for costs
associated with the Offer and provide funds for future acquisitions.
All Shares offered for subscription under this Prospectus rank equally in all respects with those on issue in the Company before the date of
this Prospectus.
The Company intends to seek listing on the ASX as soon as practicable, but in any case will submit its application for listing within seven days
after lodgement of this Prospectus with ASIC.
3.2 purpose of the offer

The purpose of the Offer is to:
1. provide access to capital markets to assist in the funding of future growth;
2. achieve listing on the ASX to broaden the Company’s shareholder base;
3. provide a liquid market for the Shares.
It is intended to apply funds raised from the Offer as follows:
DESCRIPTION $
Cash costs associated with this Offer (1)
1,140,000
Acquisition of Info-Tools Pte Ltd (2) 1,533,508
Further acquisition commitments (3) 100,236
Provision of working capital 496,256
Cash retained for future acquisitions 4,230,000
Total 7,500,000
(1)
Includes amount of approximately $50,000 being a repayment to a subsidiary of Catcha Media Group Pte Ltd for
the initial pre-payment of ASX listing fees on behalf of IPGA Limited. See Section 12.20 for details.
(2)
Includes deferred consideration of $766,754 representing the final cash payment for the acquisition of Info-Tools
Pte Ltd. The amount is to be held in an escrow account until due, pursuant to a Share Sale and Purchase Agreement
dated 5 June 2007 (see Section 12.7 for more details).
(3)
For details, see Section 12.8 and 12.9.
The Directors consider that, following completion of the Offer, the Company will have sufficient cash flow from operations and existing
funding sources to fund its stated business objectives.
3.3 important dates

Prospectus lodged with ASIC 8 August 2007
Exposure Period ends (unless extended by ASIC) 15 August 2007
Offer opens 16 August 2007
Offer closes 30 August 2007
Allotment of Shares 4 September 2007
Despatch of Holding Statements 5 September 2007
Shares expected to commence trading on ASX 10 September 2007
Note: All the above dates are indicative only. The Company, in agreement with the Lead Manager, reserves the right to
vary these dates, including closing the Offer early or withdrawing the Offer, to extend the Closing Date or to accept late
Applications (either generally or in particular cases) without notifying any recipient of this Prospectus or any Applicants.
Investors are encouraged to submit their Applications as soon as possible as the Offer may close at any time without
notice.
14 IPGA LIMITED
3.4 capital structure
Details Of The Offer

SECTION 3
The table below shows the current capital structure of the Company and the post Offer capital structure of the Company.
Pre-Offer post-Offer Post Issue of Second

Tranche to Vendors of
Info-Tools Pte Ltd
Shares % Shares % Shares %
Catcha Media Group and Employees 60,821,310 89.83 60,821,310 59.45 60,821,310 56.90
Ailligent Sdn Bhd Vendors 6,578,190 9.72 6,578,190 6.43 6,578,190 6.15
IPGA Limited Directors (1) 310,000 0.5 310,000 0.30 310,000 0.29
New Shareholders Pursuant 30,000,000 29.32 30,000,000 28.06
to the Offer (2)
Issue of first tranche of shares to 4,600,521 4.50 4,600,521 4.30
Vendors of Info-Tools Pte Ltd (3)
Issue of second tranche of shares to 4,600,521 4.30
Vendors of Info-Tools Pte Ltd (3)
Total 67,709,500 100 102,310,021 100 106,910,542 (4) 100

(1)
Director Share allocation pursuant to Director Service Agreement – See Sections 12.13 - 12.17.
(2)
Paul Choiselat, a Non-Executive Director of IPGA Limited, is a director of Beconwood Pty Ltd (wholly-owned by Beconwood
Securities Pty Ltd) which intends to take up 11,587,200 Shares under the Offer, representing approximately 11.36% of the
shareholding in IPGA Limited on completion of the Offer. Paul Choiselat is a director of Beconwood Securities Pty Ltd and
owns 50% of its issued capital.
(3)
The issue of the first tranche is due seven days after admission by IPGA Limited to the Official List of the ASX. The issue of
the second tranche of shares to the vendors of Info-Tools Pte Ltd is contingent on the achievement of a cash target by the
business for the year ending 31 December 2007. The financial forecasts assume that this cash target will be achieved. For
details of the Agreement please refer to Section 12.7.
(4)
For further details on structure, see Section 4.2.
3.5 escrow AGREEMENTS

The ASX may classify certain currently issued securities as being subject to the Restricted Securities provisions of the Listing Rules.
Accordingly, a proportion of such issued securities may be required to be held in escrow for a period of time, as determined by ASX.
A more detailed statement of the escrow that will apply to Restricted Securities will be given as a pre-open disclosure on the ASX
Company Announcements Platform.
All Shares that have been issued to Existing Shareholders are to be held in escrow for a period of at least 12 months, either as a
consequence of the ASX determination to restrict those Shares or, failing which, the Existing Shareholder has agreed to voluntarily
escrow the Shares for a period of up to 24 months.
3.6 opening and closing dates

The Offer will open on 16 August 2007 or such later date as may be prescribed by ASIC, and will remain open until 5.00pm (EST) on
30 August 2007 subject to the right of the Company to either close the Offer at an earlier time and date or to extend the Closing Date
without prior notice.
Applicants are encouraged to submit their applications as early as possible.
IPGA LIMITED 15
Details Of The Offer 3.7 how to apply for shares
SECTION 3
Application for Shares may only be made on the Application Form attached to and forming part of this Prospectus. Applications
must be for a minimum of 8,000 Shares.
Detailed instructions on how to complete the Application Form are set out on the reverse of the Application Form.
An Application must be made by completing a paper copy of the Application Form and must be accompanied by payment in
Australian currency of $0.25 per Share. No brokerage or stamp duty is payable by Applicants under the Offer.
Cheques or bank drafts must be made payable to ”IPGA Limited Share Offer” and should be crossed and marked “Not Negotiable”.
The Company will not accept an Application Form electronically.
Completed Application Forms and Application Monies must be returned prior to the Closing Date to:
Mailing address Delivery address

IPGA Limited IPGA Limited
C/- Registries Limited C/- Registries Limited Level 2
PO Box R67 28 Margaret Street
ROYAL EXCHANGE NSW 1223 SYDNEY NSW 2000
3.8 ALLOTMENT AND ALLOCATION OF SHARES

The allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of Share
holdings will be despatched. Pending issue of the Shares or return of the Application monies, the Application monies will be held in
trust for the Applicants.
The Company reserves the right to issue Shares to Applicants in full, to issue a lesser number of Shares than those for which an
Application has been made, to accept a late Application or to decline an Application. Where no allocation is made to a particular
Applicant or the number of Shares allocated is less than the number applied for by an Applicant, surplus Application Monies will be
returned to that Applicant. No interest will be paid on refunded Application Monies. Any interest earned on Application Monies prior
to issue or return will be, and will remain, the property of the Company.
Successful Applicants will be notified in writing through Holding Statements of the number of Shares allocated to them as soon as
possible following the allocation made after the Closing Date. It is the responsibility of Applicants to confirm the number of Shares
allocated to them prior to trading in Shares. Applicants who sell Shares before they receive notice of the Shares allocated to them do
so at their own risk.
3.9 ASX LISTING

An application will be made to the ASX not later than seven days after the date of this Prospectus for the Company to be admitted
to the Official List and for official quotation of the Shares on the ASX.
The fact that the ASX may admit the Company to the Official List is not to be taken as an indication of the merits of the Company
or the Shares offered for subscription. Official quotation of Shares, if granted, will commence as soon as practicable after the issue of
initial shareholding statements to successful Applicants.
If permission is not granted for the official quotation of the Shares on the ASX within three months of the date of this Prospectus,
all Application Monies received will be refunded without interest as soon as practicable in accordance with the requirements of the
Corporations Act.
ASX and its officers take no responsibility for the contents of this Prospectus.
3.10 chess
The Company will apply for the Shares to participate in CHESS. Applicants who are issued Shares under this Offer will receive
shareholding statements, in lieu of share certificates, that set out the number of Shares issued to each successful Applicant.
The statement will also provide details of the Shareholders’ HIN (in the case of a holding on the CHESS sub-register) or SRN (in the
case of a holding on the issuer sponsored sub-register). Shareholders will be required to quote a HIN or SRN, as applicable, in all
dealings with a stockbroker or the Share Registry. Further statements will be provided to Shareholders which will reflect any changes
in the shareholding in the Company during a particular month. Additional statements may be requested at any time, although the
Company reserves the right to charge a fee.
16 IPGA LIMITED
3.11 non-resident investors
Details Of The Offer

SECTION 3
No action has been taken to register or qualify the Shares, or the Offer, or otherwise to permit the public offering of the Shares, in
any jurisdiction outside Australia.
The distribution of this Prospectus within jurisdictions outside Australia may be restricted by law and persons into whose possession
this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of those laws.
This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to
issue this Prospectus.
It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her application.
The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that
there has been no breach of such law and that all necessary approvals and consents have been obtained.
3.12 NO ISSUE AFTER 13 MONTHS

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.
3.13 ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in IPGA Limited and should be read in its entirety.
Australian taxation consequences arising from the Offer will be dependent on the individual Applicant’s circumstances - see also
Section 13. If after reading this Prospectus, you have any questions about any aspect of an investment in IPGA Limited, please
contact your stockbroker, accountant or independent financial adviser.
3.14 privacy act

The Company collects information about each Applicant from the Application Form for the purposes of processing the Application
and, if the Application is successful, to administer the Applicant’s security holding in the Company.
By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for
the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s
related bodies corporate, agents, contractors and third party service providers (including mailing houses), the ASX, the ASIC and
other regulatory authorities.
If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about
the security holder (name, address and details of the securities held) in its public register. This information must remain in the
register even if that person ceases to be a security holder of the Company. Information contained in the Company’s registers is also
used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports
and other information that the Company may wish to communicate to its security holders) and compliance by the Company with
legal and regulatory requirements.
If you do not provide the information required on the Application Form, the Company may not be able to accept or process your
Application.
3.15 online prospectus

This Prospectus may be viewed online at the Company’s website at www.ipgalimited.com. The Offer constituted by this Prospectus
in electronic form is available only to persons receiving this Prospectus or accompanying Application Form in electronic form within
Australia. The Corporations Act prohibits any person from passing onto another person the Application Form unless it is attached
to or accompanied by a complete and unaltered version of this Prospectus. During the Offer Period, any person may obtain a hard
copy of the Prospectus by contacting the Company’s share registry, Registries Limited, by telephoning (02) 9290 9600 or from the
Company’s website at www.ipgalimited.com. There is no facility for Applications to be accepted electronically or by applying online.
IPGA LIMITED 17
Details Of The Offer 3.16 withdrawal
SECTION 3
The Company, in consultation with the Lead Manager, reserves the right not to proceed with the Offer at any time before the
allocation of Shares to successful applicants. If the Offer does not proceed the Company will return all Application Money within 21
days of giving notice of its withdrawal. Any interest earned on Application Money belongs to the Company.
3.17 BROKERAGE, COMMISSION AND STAMP DUTY

No brokerage, commission or stamp duty is payable by Applicants upon the acquisition of Shares under the Offer. Certain fees are
payable, in relation to the Offer, to the Lead Manager and certain other Brokers. Details are set forth in Section 12.19.
3.18 RIGHTS ATTACHING TO SHARES

The Shares will rank equally in all respects with the shares on issue in IPGA before the date of this Prospectus. The rights attaching
to the Shares are detailed in the Constitution. A summary of the key provisions of the Constitution is given in Section 12.10.
3.19 summary only

The information set out in this Section provides a summary of the information contained in this Prospectus. This Section is not
intended to provide full details of the Offer or the Company. Applicants should read this Prospectus in its entirety prior to making
a decision to apply for securities offered under this Prospectus. If you have any questions about investing in the Company, please
contact your stockbroker, accountant, solicitor, or other financial or professional advisors.
18 IPGA LIMITED
IPGA LIMITED 19
20 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 21
4.1 company overview
SECTION 4
Business Overview
IPGA is an Asian-based company with primary operations in Singapore and Malaysia, and is focused on developing and operating
Internet-based real estate property portals along with other complementary offerings to that market. After the completion of its
Initial Public Offering, IPGA Limited will own online property portals in the markets of Singapore, Malaysia and Philippines, with a
Heads of Agreement in place to acquire an online property portal in Thailand.
4.1.1 Proven Business Model

The online real estate portal business model has proven to be a successful in developed markets such as the United Kingdom
and Australia. The leading online property websites in those markets, Realestate.com.au (Australia) and Rightmove.co.uk
(United Kingdom), are both publicly listed and within the top 20 websites visited by local users (Source: Alexa.com).
4.1.1.1 AUSTRALIAN EXPERIENCE

Australia is the most developed online property advertising market in the Asia Pacific Region with online advertising
expenditure now accounting for $81.7m (over 15%) of total property advertising of $500m in 2006 (Source: Frost &
Sullivan). The cumulative annual growth rate between 2002 and 2006 has been 79% (Source: Frost & Sullivan).
ONLINE REAL ESTATE ADVERTISING IN AUSTRALIA

90
81.7
80
70
60
A$ MILLIONS
49.2
50
40
30 27
20
13
10 8
0
2002 2003 2004 2005 2006
(Source: Frost & Sullivan)
The key drivers for such growth are seen to have been:
• A strong Australian property market;
• A property-owning culture;
• High Internet penetration, with over 60% of households having Internet access at year end 2006.
(Source: Frost & Sullivan)
4.1.2 asia internet usage

As might be expected of the world’s most populous continent, Asia has more Internet users than any other region in the world.
internet usage by world region as at 30 june 2007
Asia 437
Europe 322
North America 233
Latin America 110
Africa 34
Middle East 20
Australia/Oceanis 19
0 50 100 150 200 250 300 350 400 450 500

MILLIONS (Source: Internetworldstats.com)
22 IPGA LIMITED
In the markets in which IPGA operates, Internet usage as at 30 June 2007 was as follows:
SECTION 4
Business Overview
COUNTRY INTERNET USERS penetration
Singapore 2,421,800 66.3%
Malaysia 13,528,200 47.8%
Thailand 8.420,000 12.5%
Philippines 14,000,000 16.0%
Total 38,370,000
(Source: Internetworldstats.com)
Whilst a sizable Internet audience currently exists in each market, penetration rates remain low in comparison to more
developed Western markets such as Australia or North America (Source: Internetworldstats.com). The Company expects
growth in IPGA’s user traffic to be fuelled by increasing numbers of people accessing the Internet in each country and
increasing numbers of people using the Internet as a medium by which to search for properties.
4.1.3 Regional Property Markets

In the past year, Singapore has seen its biggest gains in residential property prices in seven years, with a rise of 10.2% in
2006 alone (Source: Urban Redevelopment Authority of Singapore). Further to this, the Singapore Government expects
the Singapore population will increase from 4.5 million to 6.5 million people, mostly through immigration, over the
coming 40 years, ensuring that property demand will remain high (Source: Singapore Government Ministry of National
Development). Redevelopment, too, is on the rise, with collective property sales of SGD8.30 billion ($6.34 billion) in
the first five months of 2007, as compared to a total of SGD7.88 billion ($6.02 billion) for the whole of 2006. Rental
prices have also seen marked increases, with average rents increasing by over 7.5% in Q1 of 2007 alone (Source: Frost &
Sullivan).
In Malaysia, recent government initiatives have sparked demand in the property sector, including the waiving of a
requirement for foreign buyers to obtain regulatory approval in order to buy properties costing more than MYR250,000
($84,746), and the removal of capital gains tax in respect of all Malaysian property for all people (Source: Reuters). As a
result, top-tier apartments in the country’s capital, Kuala Lumpur, have risen from MYR400-500 ($136-169) per square
foot to MYR800-1000 ($271-339) per square foot (Source: Reuters). To meet the increasing demand, housing stock is
rising by 10-11% annually (Source: Frost & Sullivan).
In the Philippines, the property market exhibited growth of over 20% between 2005 and 2006, while the property market
in Thailand exhibited more modest growth of 3-4% in 2006, owing in part to political uncertainty (Source: Frost &
Sullivan).
4.1.4 Real Estate Advertising Market Size

IPGA competes primarily in the market for real estate classified and display advertising. This market is broad and includes
print advertising such as in newspapers, estate agents and property developers’ own websites and marketing materials,
and magazines. The estimated total real estate advertising market in 2006 was MYR160 million ($57.1 million) in
Malaysia, SGD65 million ($51.2 million) in Singapore, PHP352m ($9.3m) (2005 figure) in the Philippines and Baht 3.5
billion ($125m) (2005 figure) in Thailand (Source: Frost & Sullivan). Collectively, therefore, the markets in which IPGA
currently operates last year boasted an estimated real estate advertising market of $242.6m.
Malaysia’s total real estate advertising market is expected to grow at 4% per annum up until 2010, while Singapore’s
total real estate advertising market is conservatively expected to grow at 6% over the same period.
4.1.5 The Advantage of the Internet

The Internet is well suited to the advertising of property. Estate agents, rental agents and property developers can
distribute detailed information and multiple photographs of the property they are marketing to large numbers of
potential customers by way of the Internet. Unlike traditional print-based classified advertising, this information is not
limited to brief descriptions, is searchable and is able to be mined by the consumer, resulting in an easier method by
which to find property.
IPGA LIMITED 23
4.1.6 Online Real Estate Advertising Market
SECTION 4
Business Overview Whilst Internet advertising as a proportion of total media spend is currently very small, it is growing rapidly from this base.
It is forecast that by 2010, the online sector will account for MYR11.2 million ($3.8 million), or at least 6% of total real
estate advertising spend in Malaysia.
PAID ONLINE PROPERTY ADVERTISING EXPENDITURE - MALAYSIA

12.0 11.2
($3.8)
10.0
MYR MILLIONS ($ MILLIONS)

8.1
($2.8)
8.0
6.0 5.2
($1.8)
4.0
2.0
($0.7)
2.0
0.6
0.3 ($0.2)
($0.1)
0.0
2005 2006 2007 2008 2009 2010
(Source: Frost & Sullivan Estimates)
It is forecast that by 2010, online spending will account for SGD8.2 million ($6.3 million) per annum, or at least 10% of
total real estate advertising spend in Singapore.
PAID ONLINE PROPERTY ADVERTISING EXPENDITURE - SINGAPORE

9.0 8.2
($6.3)
sGD MILLIONS ($ millions)
8.0
7.0 6.2
($4.7)
6.0
5.0
3.7
4.0 ($2.8)
3.0
1.8
2.0 1.3 ($1.4)
1.0 ($1.0)
($0.8)
1.0
0.0
2005 2006 2007 2008 2009 2010
(Source: Frost & Sullivan Estimates)
In developed markets, like Australia, online spending already accounts for more than 15% of total real estate advertising
spend.
4.2 company history and structure

IPGA Limited was incorporated on 26 June 2007 and is the Australian parent company of iProperty Group Asia Pte Ltd, a wholly-
owned Singapore registered company that owns a collection of Asian online property portals.
At the time of incorporation, IPGA Limited was wholly-owned by Catcha Media Group Pte Ltd (CMG) before a number of restructure
steps were implemented (see Section 13). CMG is controlled by Patrick Grove, Executive Chairman of IPGA Limited, with a current
shareholding of 47%, and is a “related party” of IPGA Limited as that term is defined in the Corporations Act. Accordingly, Patrick
Grove is a related party of IPGA Limited, not only through his directorships but separately through his shareholding in CMG.
IPGA Limited wholly-owns:
• Ailligent Sdn Bhd, the operator of iProperty.com.my, Malaysia’s leading online property company; and
• PropertyForce.com Philippines, a Philippines consumer property portal.
24 IPGA LIMITED
Ownership of 80% of Ailligent Sdn Bhd, held by CMG, was transferred to iProperty Group Asia Pte Ltd, a wholly-owned subsidiary
of IPGA Limited on 10 July 2007 – see Section 12.4 for more details. The 20% of Ailligent Sdn Bhd, held by the original vendors of
SECTION 4
Business Overview
Ailligent Sdn Bhd, was acquired by iProperty Group Asia Pte Ltd on 25 June 2007, settled through the transfer to the vendors of
6,578,190 IPGA Limited shares held by CMG on 13 July 2007 – see Section 12.6 for more details.
PropertyForce.com Philippines, was founded as Investph.com and was sold to iProperty Group Asia Pte Ltd by CMG on 12 July 2007
– see Section 12.8 for more details.
iProperty Group Asia Pte Ltd has signed an agreement dated 5 June 2007 to acquire Info-Tools Pte Ltd, one of Singapore’s leading
online property information companies – see Section 12.7 for details.
iProperty Group Asia Pte Ltd has signed a Heads of Agreement, dated 10 July 2007 to acquire www.real.co.th, a Thailand real estate
portal – see Section 12.9 for details. It is intended that this site will be rebranded as PropertyForce.com Thailand.
The Directors consider the above acquisitions by iProperty Group Asia Pte Ltd are, or were, on commercial arms length terms or on
terms and conditions less favourable to the counter-party than commercial arms length terms.
Collectively, the companies provide technology solutions to real estate agents, as well as an online advertising services to real estate
agents and developers, and consumer websites targeting those seeking to buy, sell or rent property in Singapore, Malaysia and the
Philippines, and shortly in Thailand. The Company’s primary technological and management operations are centralised in Malaysia.
In early 2007, CMG began to implement a strategy designed to bring together and exploit the synergies available between the
technology systems and website offerings across the rapidly expanding online real estate markets in Singapore, Malaysia and the
region at large. For further details on the formation of IPGA and its restructure steps, see Section 13.
With operational headquarters in Kuala Lumpur, Malaysia and operations in the Singapore, Philippines and, in the near future,
Thailand markets, the business has witnessed strong growth across all aspects of its business, with operating revenue growth across
the business forecast to exceed 82% from 2006 to 2007.
IPGA combines working technology, information and advertising solutions in both the business-to-business and business to
consumer segments of the real estate market with a proven, dynamic management team. It is believed this combination can achieve
the objectives of the Company in the Singapore, Malaysia and regional online property markets.
Below is the proposed Corporate and Business Structure of IPGA Limited post-IPO:
IPGA Limited
iproperty group
asia pte ltd
Alligent Sdn Bhd INFO-TOOLS PTE LTD
iproperty.com.my propertyforce.com propertyforce.com propertyforce.com

philippines thailand singapore
Ailligent Sdn Bhd was founded in 2003 with the express purpose of developing a technology solution that would offer Malaysian
real estate agents and developers a tool through which to advertise new developments and property listings on the internet, as well
as a consumer website for those seeking property in the Malaysia market. Ailligent operates the website at iProperty.com.my.
Info-Tools Pte Ltd was founded in 1992 as a technology and information service provider to Singapore real estate agents, assisting
them in the management of property listings and their clients. The company launched a consumer website in June 2007 as a
complementary service for its extensive real estate agent client base. Info-Tools operates the consumer website at MLS.sg that will
be rebranded as PropertyForce.com Singapore.
Real.co.th is a website that was founded in 1999. iProporty Group Asia Pte Ltd entered into a Heads of Agreement to acquire the
website in July 2007. It is intended that the website be rebranded as PropertyForce.com Thailand.
PropertyForce.com Philippines is a website that was founded in 2004 as InvestPH.com, and was acquired by iProporty Group Asia
Pte Ltd in June 2007.
IPGA LIMITED 25
4.3 strategy
SECTION 4
Business Overview
4.3.1 Integrated Media Approach & Client Acquisition
In line with the strategy employed in the Malaysia market through iProperty.com.my, IPGA intends to provide an
integrated media offering to its clients in all markets. The Internet will remain the core advertising medium, though will
be supported by branded print (magazine) and event (consumer property exhibition) products.
Particularly in early stage markets, the Company believes such an integrated approach accelerates the conversion of
traditional advertising dollars to online advertising dollars as real estate agencies, agents and property developers are
accustomed to advertising in traditional print media. Such traditional products act as sales lead generators for the online
business and provide upsell opportunities to the online platform.
4.3.2 Developed Technology Platform

The Company’s core technology platform was developed in Malaysia over a four year period. The technology is such that,
where needed, it can be rapidly deployed in new markets.
The Company intends to continue to base its technology and technology development in Malaysia, where infrastructure
is robust as a result of the Malaysian Government’s Multimedia Super Corridor infrastructure projects. Because Malaysia
enjoys human resource costs that are relatively low as compared to markets such as Australia and Singapore, interface
design, web design, search engine optimisation and technology management will also be centralised in Malaysia. As a
result, other markets in which the Company does or will operate will function primarily as sales and marketing offices for
the service in the local market.
4.3.3 User Acquisition
The Directors believe that a primary source of new users will be by way of search engine referrals. As such, the Company
intends to place significant importance on optimising its websites to best take advantage of the indexing methodologies
employed by popular search engines. Such search engine optimisation should result in the appearance of its sites and
individual property listings high on the results pages of search engines when users enter search queries in relation to
property or real estate in the markets in which the Company operates.
The Company’s integrated media approach, as described in 4.3.1 above, should offer continuous above the line exposure
for the Company’s brands in the consumer marketplace. Public relations is also seen as an important avenue through
which the Company’s brands are able to gain significant exposure at limited cost.
26 IPGA LIMITED
4.4 KEY ASPECTS OF IPGA’S OPERATIONS
SECTION 4
Business Overview
IPGA’s primary operations and businesses (including post-IPO acquisitions) are described below.
4.4.1 iProperty.com.my
Malaysia’s leading property portal and the cornerstone of the Company’s operations, iProperty.com.my offers an internet
real estate listing service to real estate agents, an advertising service to property developers and a website for individuals
seeking to buy, sell or rent property in the Malaysia market. Founded in 2003, the business is the most visited online real
estate website in Malaysia (Source: Alexa.com).
For the real estate agent, iProperty.com.my offers a cost-effective way to advertise their property listings for sale or rent
to consumers interested in the Malaysia property market.
For consumers and real estate agents alike, iProperty.com.my has advantages over traditional real estate advertising
mediums. These advantages include:
• Searchability and Relevance. Where traditional advertising mediums such as newspapers offer static,
text-based information on property listings, iProperty.com.my offers a database of properties available in the
Malaysia market that is searchable by numerous criteria, allowing the consumer to tailor the information viewed
to their requirements.
• Breadth and Depth of Information. The amount of information available for each property listing
allows the real estate agent or developer to better describe their listing to the consumer market by way of
general information, pictures, floor plans and more, while consumers are able to make more informed decisions
before physically viewing properties in which they may be interested.
• Accessibility. The nature of the Internet allows consumers to access property listings 24 hours a day, 7 days a week
IPGA LIMITED 27
from virtually anywhere. Real estate agents and developers are further able to update their listings on a continual basis.
4.4.1.1 growth of iProperty.com.my
SECTION 4
Business Overview
iProperty.com.my has experienced strong growth in its number of clients, number of visitors and number
of properties viewed. At 30 June 2007 approximately 600 agents were paying to advertise on the website,
representing an increase of over 94% since the beginning of 2007. At 30 June 2007 almost 15,000 properties
were being advertised on the website.
Visitors
The number of visitors to the site has grown significantly from January 2006 to April 2007 with an overall
increase of over 295%.
400,000
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr
06 06 06 06 06 06 06 06 06 06 06 06 07 07 07 07
(Source: SmarterStats Professional Edition, site monitoring software)

Note: The decrease in visitors in February 2007 is attributable to the Chinese New Year Holiday period.
properties viewed
The number of Properties Viewed on the site has grown significantly from January 2006 to May 2007, with an
overall increase of over 469%.
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr
06 06 06 06 06 06 06 06 06 06 06 06 07 07 07 07
(Source: SmarterStats Professional Edition, site monitoring software)

Note: The decrease in properties viewed in February 2007 is attributable to the Chinese New Year Holiday period.
iProperty.com.my also offers a weekly property newsletter to consumers. This newsletter had 18,540 subscribers
as at 30 June 2007.
Revenue
The iProperty.com.my website generates revenue from two main sources:
1. Subscription Fees – Real estate agents pay a fixed subscription for a fixed number of property listings
on iProperty.com.my
2. Advertising – Developers, financial institutions and real estate industry service providers pay fixed amounts
to place banners and buttons.
28 IPGA LIMITED
4.4.2 iProperty.com.my magazine
SECTION 4
Business Overview
Revenues are also derived from the publication of iProperty.com.my magazine. The magazine provides cross-promotional
opportunities for real estate agent clients of the internet real estate listing service, and is a resource for individuals
seeking to buy, sell or rent property in the Malaysia market. It is currently distributed to approximately 13,000 consumers
interested in the purchase or rental of property each month.
4.4.3 iluxury.com.my
Launched in May 2007 based on iProperty.com.my’s technology platform, iLuxury.com.my is Malaysia’s first website for
properties worth MYR1,000,000 ($339,000) and above. This site was launched to tap into the growing luxury property
market in Asia. The Company intends to roll out the iLuxury concept across the region.
4.4.4 events
The Company has planned a property exhibition called “KL International Property Show” or “KLIPS”, which is to be held in
October 2007. The event is a consumer property expo designed to attract property developers, financial institutions and
other businesses associated with the property industry as its participants. The revenue from the exhibition will be derived
from such companies taking booth space within the exhibition hall. The event will be marketed to the public at large and
offer free admission, with a particular focus on medium to high-end property developments and services. The Company
intends to roll out the property exhibition concept across the region.
4.4.5 Info-Tools Pte Ltd

Info-Tools, comprised of the services PropTools and Agentools, is a proprietary real estate software solution designed to
provide information to real estate agents in Singapore, as well as to bring together agents seeking to co-broker properties
available for sale or rent in the Singapore market. Established in 1992, the service is the leading Multiple Listing Service (MLS)
in Singapore (Source: Frost & Sullivan) and across its suite of products at 30 June 2007 hosted approximately 5,500 new
property listings from 800 paying agents, 120 agents who are trialling the service and 120 of Singapore’s leading agencies.
Info-Tools is also in the unique position of having collected 14 years of sales and rental transaction data in Singapore,
which is currently offered to subscribers as part of its service.
Where in the past the Info-Tools service was sold to real estate agencies, the focus is now on selling direct to the
individual agent.
IPGA LIMITED 29
4.4.5.1 PropertyForce.com Singapore / MLS.sg
SECTION 4
Business Overview In June 2007, Info-Tools took the content and contacts from its Singapore business-to-business information
service and launched a consumer property portal for the Singapore market, MLS.sg. The site launched with
listings from over 300 agents and is expected to experience growth in excess of that of iProperty.com.my,
because of the existing relationships with real estate agents and agencies, as well as its access to property
listing data. It is believed that these relationships with agents will lead to a more simple conversion in respect
of the agents’ consumer advertising habits (Source: Frost & Sullivan). Upon completion of IPGA Limited’s
acquisition of Info-Tools Pte Ltd the site will be rebranded as PropertyForce.com Singapore.
4.4.6 PropertyForce.com Philippines

PropertyForce.com Philippines is a Philippines consumer property website that was founded as InvestPH.com and was
acquired by IPGA in June 2007. As of 30 June 2007, the site had 50,000 monthly users, postings from over 2000 real
estate agents and owners, with a total of over 9,300 active property listings. At this stage, this web property does not
contribute material revenues or expenses. The site has a recognised brand and goodwill with developers and agents alike
and will be used as the platform for IPGA’s launch in Philippines, planned for late 2007.
4.4.7 Real.co.th
Real.co.th is a Thai consumer property website. IPGA entered into a Heads of Agreement to acquire the website in July
2007. At this stage, this website does not contribute material revenues or expenses. The site has a recognised brand and
goodwill with developers and agents alike and will be used as the platform for IPGA’s launch in Thailand, planned for late
2007.
4.5 POTENTIAL GROWTH AND

EXPANSION OPPORTUNITIES
4.5.1 Growth in Existing Markets and Products
The growth in online real estate advertising in Singapore and Malaysia is forecast to average 97% in Singapore and
Malaysia over 2007 and 2008 (Source: Frost & Sullivan).
Growth in the users and clients of iProperty.com.my, described in Section 4.4.1.1 above, is already evident. Singapore
remains a new market in terms of online real estate advertising spend on consumer websites. As such, the consumer-
facing technology utilised at iProperty.com.my will be coupled with the data owned by Info-Tools in order to create a
comprehensive consumer real estate listings portal for the Singapore market. The contacts with agents, as well as the
comprehensive information service that Info-Tools provides as the foundation for this service, coupled with the consumer
website technology developed for iProperty.com.my provide a firm foundation for the consumer service’s success. This
will be further augmented by a commitment to marketing the service to the Singapore consumer at large. It has been
suggested that, “There should be little need to educate [real estate agents using the MLS system to advertise properties]
about the benefits of transitioning to fully-fledged online classifieds websites” (Source: Frost & Sullivan).
iProperty.com.my has positioned itself as the service offering the most comprehensive listings in the Malaysia market.
This has resulted in iProperty.com.my becoming the most visited property website in Malaysia (Source: Alexa Rankings).
Growth is expected in line with general market growth, as well as from new offerings and services made available to both
the consumer and real estate agent markets.
The first such new service introduced to the consumer and real estate agent market was iLuxury.com.my. Launched in
May 2007 based on iProperty.com.my’s technology platform, iLuxury.com.my is Malaysia’s first website for properties
worth RM1,000,000 ($338,983) and above. This site concept has been launched to tap into the growing luxury property
market in Asia. It is intended that the iLuxury concept will be rolled out across the region.
The Company also intends to launch an MLS service for real estate agents in the Malaysian market during the last quarter
of 2007, leveraging off the experience of Info-Tools and its services to the Singapore market. This service is not expected
to generate meaningful revenues in its first months of operation.
The Singapore MLS service provided by Info-Tools will continue to convert its subscription model from offering its service
to real estate agencies for the use of the agency’s agents, to individual real estate agents themselves. This leads to a
greater amount of revenue per individual agent accessing the service.
For a further discussion of the expected growth in the markets in which IPGA currently operates, please see the
Independent Expert’s Report in Section 11.
30 IPGA LIMITED
4.5.2 Growth in New Markets and Products
SECTION 4
Business Overview
The primary focus for 2007 and 2008 is the expansion of the business into new regional markets. It is intended that IPGA
will further develop its recently acquired operation in the Philippines in 2007, as well as the Thailand operation it has
an agreement to acquire subsequent to the Offer. It is further intended that the Company will, by way of acquisition,
establish operations in a further two to three countries by the end of 2008.
The anticipated strength of the Company’s balance sheet post-listing will facilitate such expansion in an aggressive and
rapid manner.
IPGA will also focus on rolling out its entire integrated media suite of products, both online (business-to-business and
business-to-consumer) and offline, across all markets within this same period. Simultaneously, from its central technology
development hub in Malaysia, the product offering will be expanded to better service the needs of both advertisers and
consumers.
IPGA aims to be the leader in each and every market in which it participates. As online usage in the region continues to
grow, and as the region’s Internet users become more accustomed to using the Internet as a key medium through which
they seek property information, IPGA intends to be positioned to take advantage of the market’s natural growth, as well
as, by its presence, to propel that growth forward.
4.5.3 regional sales opportunities

As the Company’s regional product suite develops, it is believed there will be greater opportunities to work with clients on
regional campaigns, as developers and regional agencies often seek to market properties to a regional and an international
audience. With a developed regional product suite, IPGA will be in a position to seek out and service such opportunities
as they arise.
4.5.4 Further Value Chain Opportunities

The Company recognises that buying a property is often the first step in the path of consumer activity that proceeds as
follows:
Step 3
Step 1 Step 2 RENOVATE &
FIND A PROPERTY FInance DECORATE
At this time the Company’s business model and suite of products focus specifically on the first step in this activity
process. The Company believes that the relationship it builds with the customer at this first step may ultimately assist it
in recommending products to the customer as they complete the value chain through steps two and three. The Company
does not, at this time, have a specific strategy in place to exploit such an opportunity, other than by offering advertising
to such providers, online or otherwise, but remains cognizant that opportunities may arise in the near future to explore
deeper relationships with providers of such services.
4.5.5 Competitor Landscape

There are a number of individual real estate agents or free classifieds listing sites in both Malaysia and Singapore that list
properties for sale and rent in their respective markets. However, there are no significant and direct competitors to the
Company’s consumer website service in either Singapore or Malaysia at this time (Source: Frost & Sullivan), nor is there
any significant competitor to the Company’s business-to-business service in Singapore (Source: Frost & Sullivan). Looking
forward, the Directors believe that competition is more likely to come from traditional classified advertising businesses
that currently operate in traditional print media, including newspapers.
iProperty.com.my and MLS.sg will continue to invest in their leadership positions in the following manner:
• online marketing and public relations – Efforts will be made to continue to market the
iProperty.com.my domain through both online advertising campaigns and public relations efforts, and to
introduce the PropertyForce.com brand into the Singapore market as it replaces the MLS.sg brand.
• Product Offerings – The Malaysian operation is continually developing and refining the technical
infrastructure and offerings to real estate agents, developers and consumers. It will continue to innovate and
introduce new products and services.
• Client Relationships – iProperty.com.my’s track record and credibility engender loyalty amongst its
advertiser community. PropertyForce.com Singapore benefits from 15 years of agent and agency
relationships by way of Info-Tools’ business-to-business service. Both services will continue to invest in
relationships with key clients and offer a client servicing policy that represents its desire to provide the best
service available in the industry.
IPGA LIMITED 31
32 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 33
The Company’s business activities are subject to risks that may impact on the Company’s future performance, including its ability to
meet financial forecasts as stated in the Prospectus. Please carefully consider the following risks relating to the Company’s business
SECTION 5
Risk Factors and Share price.
An investment in the Company should be considered in light of:
• The relative early stage of the business and the online real estate industry in the region where the Company currently
operates or may operate in the future;
• The relationship of the Company’s business to the property cycle in markets where the Company currently operates or
may operate in the future;
• The reliance of the Company on income denominated in foreign currencies;
• The majority of real estate investors borrow local currency to assist in funding their property purchase, therefore local
bank lending interest rates may have a significant impact on the demand for the underlying services provided by the
Company.
5.1 general risks

Share Price and Stock Market Fluctuations
Applicants should be aware that there are risks associated with any share investment. The prices at which the Shares may trade in
the secondary market may be above or below the Issue Price.
The market price may be influenced by factors unrelated to the operating performance of the Company, such as regional economic
conditions, investor sentiments, regional and international stock market conditions, changes in regional and international industrial,
fiscal, monetary or regulatory policy, international conflicts and changes in interest rates and the rate of inflation.
Market for Shares

The Company’s share price may be volatile due to a wide range of factors, including the risk factors identified in this Section, some
of which are beyond the Company’s control. The Company cannot predict the extent to which a trading market will develop in the
Shares or how liquid that market might become. The Issue Price might not be indicative of prices that will prevail in the trading
market and investors may not be able to resell the Shares at or above the price they paid.
A public perception that the Company is an Internet, e-commerce or technology company may result in the price of the Shares
moving in line with other shares in companies of this nature. Traditionally, the share prices of Internet, e-commerce or technology
companies have tended to be more volatile than share prices of companies operating in other industries. Further, other broad
economic, market and industry factors may decrease the market price of the Shares, regardless of the Company’s actual operating
performance. Market fluctuations, as well as general political and economic conditions, such as recession or interest rate and
currency fluctuations, also may affect the market price of the Shares.
Relatively New Business

The Company has a relatively short operating history and has never operated as a consolidated entity. The online classified
advertising markets in the countries in which the Company operates have emerged since 2003 and are continuing to evolve.
The Forecast Financial Information is based on the Directors’ assessment of the present economic and operating conditions and on a
number of best-estimate assumptions regarding future events and actions, which, at the date at which the forecasts were adopted,
the Directors reasonably expect to take place. These events or actions may or may not take place. The Directors believe that they
have prepared the Forecast Financial Information with due care and attention and consider all assumptions to be reasonable.
Prospective financial information is, by its very nature, subject to uncertainties and unexpected events, many of which are outside
the control of IPGA Limited and its Directors. Events and circumstances often do not occur as anticipated and therefore actual
results are likely to differ from the forecast results and these differences may be material. Accordingly, neither IPGA, nor its
Directors, guarantee that the results presented in the Forecast Financial Information will be achieved.
No Trading History
The Shares have not previously been listed. Consequently, there is no trading history in the Shares and, therefore no indicator of how
the Shares will trade in the secondary market or the liquidity of that market.
5.2 specific risks

Managing Rapid Growth
The Company is experiencing rapid growth in the scope of its operating activities. This growth has resulted in an increased level
of responsibility for both existing and new management personnel. Whilst the Company is confident the management team have
the requisite experience to successfully manage this challenge, there can be no guarantee that revenue will increase in response
to forecast increases in expenditure. If the Company is unable to manage its expected growth successfully, including through the
successful recruitment, training, integration and management of the large increase in staff required to support such growth, it may
not be able to take advantage of market opportunities, satisfy customer requirements, execute its business plan or respond to
competitive pressure.
Key Personnel
The Company’s success is dependent on the retention of key employees in senior management, relationships management and
technology. Such key employees are subject to service contracts, but the Company does not have key person life insurance policies
for any of its executive officers or key employees. Competition for qualified employees in the industry could become intense, and
34 IPGA LIMITED
the loss of a substantial number of qualified employees, or an inability to attract, retain and motivate additional highly-skilled
employees required for the expansion of the Company’s activities, could adversely affect its business, results of operations and/or
SECTION 5
Risk Factors
financial condition.
Competition
The Internet is a business medium with low barriers to entry. It could be possible for current or new competitors to adopt certain
aspects of the Company’s business model without great financial expense, thereby reducing the Company’s ability to differentiate
its services. Competition may arise from a number of sources and may include companies from the traditional print media who sell
property advertising, and may have greater capital resources and depth of expertise.
Competition may also arise from global online property companies with developed processes, systems, and technology. Such
competition may also have greater capital resources and depth of expertise.
System and Content Integrity

The performance of the IPGA websites is very important to the Company’s reputation, its ability to attract customers and ability
to achieve overall market acceptance of its services. The Company relies on telecommunications operators, data centres and other
third parties for key aspects of the process of maintaining its websites and providing its products and services to customers. The
Company’s influence over these third parties is limited. Any system failure that causes an interruption or increased response time
to the Company’s services could materially affect its business. System failures, if prolonged, could reduce the attractiveness of the
Company’s services to clients, and visitors to the websites.
In addition, as the real estate listings on the IPGA Group’s consumer websites are largely updated by individual real estate agents, the
Company has limited control over listings becoming out-dated and detracting from the quality of information available to visitors.
Although the Company’s systems have been designed around industry-standard architectures to reduce downtime in the event
of outages or catastrophic occurrences, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power
loss, telecommunication failures, terrorist attacks, computer viruses and similar events. The Company’s disaster recovery planning
cannot account for all eventualities. The Company has experienced minor system failures in the past and may do so in the future. If
frequent or persistent significant system failures are experienced on the Company’s website, the Company might need to take steps
to increase the reliability of its systems and invest in further or improved back-up systems. This could be expensive, reduce operating
margin and may not be successful in reducing the frequency or duration of unscheduled downtime.
Corruption of the Databases

The Company’s databases are a valuable asset. They are subject to risks associated with computer viruses, physical or electronic
break-ins, loss of data from physical damage or from failures in third party databases or operating systems and similar disruptions,
as well as to damage from the introduction onto its systems of incorrect programming language by its employees. An irrecoverable
loss of any of the databases would be expensive to remedy, would have a material adverse effect on the Company’s operations and
financial situation, and would damage its reputation and brand.
Hacking and Vandalism

The Company may be adversely affected by malicious third party applications that interfere with, or exploit security flaws in, its
product and services. Viruses, worms and other malicious software programs could, among other things, jeopardize the security
of information stored in a user’s computer or in the Company’s computer systems or attempt to change the Internet experience
of users by interfering with the Company’s ability to connect with its users. If the Company’s efforts to combat these malicious
applications are unsuccessful, or if its products and services have actual or perceived vulnerabilities, the Company’s reputation may
be harmed and user traffic could decline, which may result in a material adverse effect on the Company’s operations and financial
situation.
Display of Inappropriate Content

The Company has systems and processes that allow it to remove inappropriate content placed on its website by customers, whether
deliberately or inadvertently. However, the Company does not have the ability to guarantee that all content displayed on its websites
is appropriate at all times. This includes but is not limited to the presentation of photographs accepted by the Company in good
faith and under the terms of its customer contracts. The Company cannot guarantee that such material is not obscene, offensive or
otherwise damaging to its reputation, or the reputation of the customer or to the owner of the property in question or any third party.
Unauthorised Use of Intellectual Property or Independent Development of Technology

The Company regards substantial elements of its websites, software tools, applications, databases and underlying technology
as proprietary. Despite precautionary measures, third parties may copy or otherwise obtain and use the Company’s proprietary
information without authorisation or may develop similar technology independently. In addition, competitors may be able to design
around the Company’s technology or develop competing technologies functionally substantially similar to those of the Company
without any infringement of the Company’s proprietary rights. Any legal action that the Company may bring to protect its proprietary
information could be unsuccessful and expensive and would divert management’s attention from other business concerns.
It is possible that certain purported intellectual property rights on which the Company relies may not prove to be enforceable,
whether because they infringe third party rights or otherwise. Although the Company does not consider that it misuses the
intellectual property of any third party (and no third party has alleged any such misuse), if any third party were to allege that the
Company infringes intellectual property owned by that third party, clarifying and (if appropriate) defending the Company’s position
could be costly and divert management’s resources and attention from other business concerns. It could also require the Company
to cease using the intellectual property in question (which might cause interruptions to the business and increase costs), or to enter
into a licence of that intellectual property (which might be available on commercially onerous terms) or to pay damages to the third
party.
Dependence on Internet Infrastructure

The Company’s business is dependent on the ongoing maintenance of the global, regional and local Internet infrastructure to provide
the necessary data speed, capacity and security to allow IPGA to offer viable services. The Internet has experienced significant growth
in the number of users and amount of traffic, in particular in Asia. To the extent that the Internet continues to experience increased
IPGA LIMITED 35
numbers of users, there can be no assurance that the Internet infrastructure will continue to be able to support the demands
placed on it by continued growth. Viruses, worms and similar programs, as well as problems with providers of telecommunications
SECTION 5
Risk Factors infrastructure supporting the network and power cuts, may also harm the performance of the Internet.
Retention of Existing Customers

An important component of the success of the Company is its ability to maintain its existing relationships with customers.
The Company’s ability to retain customers will depend, in part, on its ability to continue to attract users to its websites and to
demonstrate a high level of usage of the website that creates value for its customers by generating enquiries about the properties
they have listed. In addition, the Company’s success, including its ability to increase revenues from existing customers, will depend
on its ability to enhance its existing services and respond to technological advances, emerging industry standards and practices
in a timely manner and on a cost-effective basis. If the Company’s websites cease to generate enough enquiries for its customers,
or other levels of service sufficient to justify the subscription or advertising fee, or the Company does not maintain adequate
technical support level and the ease of use, functionality and features of the websites to attract users, or if it fails to keep pace with
technology and property market developments, its customers may choose not to renew contracts for the Company’s products and
services.
Attracting New Customers

The growth of the Company depends in part on increasing the number of customers of the Company’s businesses. The market of
potential customers in each country in which the Company operates is finite. The Company’s ability to maintain levels of growth in
customer numbers or to increase further the number of its customers in business sectors or geographical areas is likely to be subject
to limits.
New Acquisitions
The Company may make acquisitions in circumstances where the Directors believe that those acquisitions would support the
Company’s strategy. However, there can be no assurances that the Company will be able to identify, complete and integrate suitable
acquisitions successfully. Acquiring new businesses can place significant strain on management, employees, systems and resources.
The acquired business may not perform in line with expectations to justify the expense of acquisition. Furthermore, it may not prove
possible to achieve the desired level of synergy benefits on integration of new businesses and/or the cost of achieving those benefits
may exceed the expected cost.
The acquisitions made or to be made by the Company may expose it to business risks or liability, including liability which is not fully
indemnified.
One risk specific to the acquisition of Info-Tools Pte Ltd is that in the event IPGA Limited is not admitted to the Official List on or
before 13 September 2007 or such later date as the parties may mutually agree in writing, the seller has the right to terminate the
acquisition agreement and refund all monies paid to the purchaser.
New Technology Substitution

The number of people who access information through devices other than personal computers, including mobile phones, has
greatly increased in recent years. If the Company is unable to maintain the existing level of visits to the Company’s website due to
alternative device usage or if it is significantly slower than its competitors to adapt to technological change, it could fail to capture
what may be an increasingly important segment of the market. A reduction in visits to the Company’s website could have an
adverse effect on the Company’s ability to attract new customers and retain its existing customer base.
Foreign Currency Risk

Notwithstanding the fact that there is a natural hedge between revenues and purchases, the Company has costs, expenses and
investments denominated in multiple currencies. The Company’s share price is denominated in Australian Dollars. The Company will
also report its financial results in Australian dollars. Accordingly, the Company’s reported financial performance will be influenced by
fluctuations in exchange rates between the Australian Dollar and other currencies, primarily the Malaysian Ringgit and the Singapore
Dollar.
Tax Risk
The Company is subject to the tax regimes of the countries in which it operates. While the Company is not aware of any changes in
any of its current tax positions, changes in the tax laws and regulations or their interpretation or application could adversely affect
the tax liabilities of the Company. There is also no assurance that current concessions or incentives or exemptions will be renewed
upon their expiration date.
Countries of Operation
The Directors consider Singapore, the base of the Company’s Asian operations, to be a low operating risk environment. However, as a
regional operator, the Company is subject to operating risks as a result of adverse changes in the economic, social, legal and political
conditions in other countries in its sphere of operation which currently extend to Malaysia and the Philippines. Such changes could
have an adverse effect on the business and financial position of the Company.
Government Regulation and Legal

The Company is subject to local laws and regulations that prevail in each of the jurisdictions in which it operates. From time to time,
changes and/or implementation of the laws and regulations may require the Company to obtain additional approvals and/or licences
and/or incur additional costs. Should such events take place, the Company’s ongoing business costs may rise.
At present, the Internet operations of the Company are not subject to direct legislation in any country in which it operates,
apart from regulations applicable generally to business. Future legislative or regulatory proposals may lead to laws or regulations
concerning various aspects of the Internet, including online content, liability for third party activities, user privacy and jurisdiction.
Changes in or extensions of laws and regulations affecting either the property industry or Internet business operations in the
countries in which the Company operates and the rules of industry organizations could restrict or complicate the Company’s
activities and significantly increase its compliance costs. Such costs increases may have an adverse effect on the financial
performance of the Company.
36 IPGA LIMITED
Foreign Ownership Restrictions
Various countries in which the Company operates or may operate in future, may be subject to changes in the laws of foreign
SECTION 5
Risk Factors
ownership of Internet and media companies that may affect corporate structures employed by the Company, as well as the ability to
repatriate future profits. In many cases, foreign ownership laws relating to Internet companies can be not specifically defined due to
the new nature of the industry. There is a risk that future legislation may negatively affect the Company’s growth prospects and the
value of its regional assets.
Political Risk
The Company operates in countries that have historically been subject to changes in political power which have immediate and
significant effects on business. Regimes in Thailand and the Philippines have recently been subject to military coups and political
instability. The future may contain further coups, military activity, revolutions and anarchy.
Language and Culture Risk

As the Company will operate across different countries employing different local languages and different cultures, there may be
risks if Senior Management are not fluent in the languages of the regions in which they operate or knowledgeable of the aspects of
each culture. The Company may inadvertently perform or communicate to users or customers in a negative way, which may have an
impact on operations and future prospects.
Property Market
The general state of the property markets in the countries in which the Company operates are subject to factors outside the control
of the Company. These factors include the general market outlook for economic growth and interest rates. While the property
markets in many of the countries in which the Company operates have demonstrated long term upward trends, there have been
cyclical variation from time to time. Should the markets enter a downward cycle, this may have a broader impact on the ability of
the Company to grow as fast as predicted.
The Company’s customer base is principally real estate agents. These clients pay subscription fees to list property details on the
website. If the number of real estate agents in the industry was to decrease for any reason it could adversely affect revenues
generated by the website business and reduce the potential for increased revenues by attracting new customers to the Company’s
business. Such reduction could be brought on by a number of factors including:
1. the cyclical nature of the residential property market;
2. an increase in private sales without the involvement of a real estate agent;
3. consolidation through acquisition or merger between competitive real estate agents which could result in closure of
estate agency offices in areas where there is an overlap in coverage of estate agency services.
No Australian Operations
The Company does not, nor does it presently intend to have business operations in Australia. This may lead to a lack of understanding
and awareness about the business in general and a perceived misunderstanding in terms of corporate governance and corporate
transparency. Whilst this should not affect operations in Asia, this may affect the Share price of the Company.
5.3 other risks

Subsequent SARS Outbreak
The outbreak of Severe Acute Respiratory Syndrome (“SARS”) in 2003 did not significantly affect the aspects of the Company that
were operating at that time. However, any occurrence of viral outbreaks or other diseases, such as Avian Flu, in the future in any
of the countries in which the Company operates could adversely affect the operations and performance of the Company if the
workforce or social activity in those countries is affected by such an event.
Extreme Weather Events

The Company conducts business in countries that have, in the past, been exposed to extreme weather factors such as tsunami,
earthquake, mudslides and typhoons, which may cause significant disruptions to operations.
Interest Rate Risk

There is potential for the Company to be exposed to adverse interest rate movements, increasing the cost of debt. Whilst this risk
may be reduced through interest rate hedging, such as interest rate swaps or other mechanisms, there is often residual exposure.
IPGA LIMITED 37
38 IPGA LIMITED
SECTION 1 SECTION 9
Directors and Glossary
Senior Management
SECTION 15
SECTION 7 Corporate Directory
Corporate Governance Statement
(CGS)
SECTION 8
IPGA LIMITED 39
6.1 directors
SECTION 6
Directors and Senior Management
Patrick Grove – EXECUTIVE Chairman
Patrick Grove is a co-founder of IPGA Limited. Patrick is also the Group CEO, Executive Chairman and major shareholder of the
Catcha Media Group, one of South East Asia’s most dynamic media companies, incorporating publishing, online and event businesses,
including Malaysia’s largest English language magazine publisher. Catcha Media Group is also the major shareholder of IPGA Limited.
Prior to his founding of the Catcha Media Group, Patrick worked in Corporate Finance at Arthur Andersen. His specific areas of
experience and expertise include mergers and acquisitions and extraction of investment value in high growth, media, new media and
technology environments.
Over the past decade, Patrick has built a number of significant media and internet businesses across Asia and has been
independently recognised with numerous international awards, including as a Global Leader of Tomorrow by the World Economic
Forum (2001), a New Asian Leader by the World Economic Forum (2003) and as the Australian Chamber of Commerce, Singapore,
Young Entrepreneur of the Year (2004).
Patrick received his undergraduate degree in Commerce, majoring in Finance from the University of Sydney and is a qualified
Chartered Accountant. Going forward, Patrick’s focus will be on the formulation of IPGA Limited’s strategy and business plan, and on
the sourcing of merger and acquisition opportunities for the Company.
Samuel Weiss
Sam Weiss has worked at Board level in Australia, Asia, Europe, and the United States and is highly regarded as a Company Chairman,
Non-Executive Director and Corporate Advisor. Sam is Deputy Chairman of GLG Corp Limited, a leading supplier of casual quality
knitwear to very large US retailers, and a Non-Executive Director of OrotonGroup Limited, the Australian fashion brand retailer, and
Altium Limited, a global provider of software for electronics design. He is Chairman of Ecos Corporation, a Sydney-based consultancy
firm that helps large multi-national corporations create value through sustainability, an independent Director of Canterbury of New
Zealand Limited, the New Zealand-based rugby apparel firm, and an independent Director of Open Universities Australia, Australia’s
national broker of open and distance education in the university sector. In recent years Sam has also been a corporate advisor to
Vsource, a pan-Asian business outsourcing services provider based in Malaysia.
Sam did his undergraduate degree at Harvard University and received a graduate degree from Columbia University in Business
Administration. He is the President of the Harvard Club of Australia, a Vice President and a Director of The Benevolent Society and
The Sydney Festival. He is a Fellow of The Australian Institute of Company Directors and a member of The Sydney Institute.
Dato’ Larry Gan Nyap LioU

Dato’ Larry Gan has extensive experience in the consulting, technology and investment communities across the Asian region. He was
with Accenture, a global management and technology consulting firm for 26 years until his retirement in December 2004. Larry was
a partner for 16 years and held many global leadership roles including Managing Partner for Malaysia, ASEAN, Asia and Corporate
Development, Asia Pacific.
Larry is currently the Chairman of Malaysian listed companies REDtone International Berhad and Cuscapi Berhad. He is also a
Director of AmInvestment Group Berhad, AmBank (M) Berhad, Tanjong Public Limited Company, MIMOS Berhad and Badan Pengawas
Pemegang Saham Minoriti Berhad (Minority Shareholder Watchdog Group). Larry has also served as the Chairman of the Association
of Computer Industry Malaysia (PIKOM) and the Vice President of the Association of Asian Oceania Computer Industry Organisation,
and was a member of the Ministry of Science and Technology Think Tank, Copyright Tribunal, and The Labuan International Financial
Exchange Committee in Malaysia.
Larry is a Chartered Accountant, a Fellow of the Association of Chartered Certified Accountants and a Certified Management
Consultant.
Paul G Choiselat
Paul G Choiselat has over 30 years’ business-related experience, primarily in the investment, finance, manufacturing, healthcare and
retail sectors, with particular expertise in funds management, underwriting, venture capital and the management of high growth
technology based businesses. Paul is currently the Managing Director of Q Ltd (ASX: QXQ), Jumbuck Entertainment Ltd (ASX: JMB)
and TRS Investments Limited (NZX: TRS). Paul also currently heads up Beconwood Securities Pty Ltd, his privately owned investment
banking business.
Paul has qualifications in business and in marketing, including a Bachelor of Business (Accounting), a Diploma of Business
(Marketing), and a Master of Business Administration. Paul is also a Non-Executive Director of a number of Australian and
international private and public investment and trading corporations, including Destra Corporation Ltd (ASX: DES) and Quick Flix Ltd
(ASX: QFX), and was previously a Non-Executive Director of Healthscope Ltd (ASX: HSP).
Paul is a Certified Practicing Accountant (CPA) and Fellow of the Chartered Institute of Company Secretaries in Australia (FCIS).
Hugh Morrow
Hugh Morrow has extensive experience in the areas of information technology, organisational behaviour and business strategy
consulting, with a focus on investing in and providing strategic advice to a number of for-profit and not-for-profit organizations
through his company, Iconic. Hugh is an Adjunct Professor at Macquarie University where he teaches Social Entrepreneurship and
leads the University’s Social Benefit Initiative. In addition, Hugh leads the Social Economy Executive Education Network and is a
Council member for AusSchool, an independent scholarship fund.
40 IPGA LIMITED
Hugh has worked at the global strategy consulting firm, The LEK Partnership, held a senior role at Westpac Banking Corporation and
led his own high tech business, XT3, from concept to commercial success and eventual acquisition.
SECTION 6
Directors and Senior Management
Hugh has a degree in engineering from the University of Sydney, a Masters of Business Administration from Stanford University and
is a Yale University World Fellow.
Cynthia Chan – Company Secretary

Cynthia Chan has extensive experience as both a Director and Company Secretary of Australian public companies. Her specific
expertise extends across the corporate finance and legal areas, with a particular emphasis on stock broking, company secretarial
services and investments.
Cynthia is a director of Beconwood Corporate Finance Pty Ltd and is the Company Secretary of both Jumbuck Entertainment Ltd
(ASX: JMB) and TRS Investments Ltd (NZX: TRS), and has previously held the position of Company Secretary for several other ASX-
listed corporations.
Cynthia holds a Bachelor of Commerce degree and a Diploma in Financial Planning, and is a Senior Associate of the Financial Services
Institute of Australasia.
6.2 SENIOR MANAGEMENT

Kensuke Tsurumaru – Chief Executive Officer
As the Chief Executive Officer of IPGA Limited, Ken is responsible for the day-to-day operations of the Company. Prior to joining
IPGA, Ken was both a founder and the Chief Operating Officer of Catcha Media Group, responsible for the operations of the business
across four countries, including budget management and business plan implementation. Ken has also worked in Tokyo, Japan, as a
Senior Project Manager at ICM Marketing, a leading business to business event management company.
Ken has a Bachelor of Commerce, majoring in Accounting and Marketing.
Joshua Wong Jia Liang – Chief Information Officer

As the Chief Information Officer of IPGA Limited, Joshua is responsible for development of the Company’s technology and the
management of the Company’s technology systems. As a founder of Ailligent Sdn Bhd and iProperty.com.my, Joshua created and
developed the technology that today powers the network of consumer websites. Prior to his founding of iProperty.com.my, Joshua
worked at MS Technologies Corporation in the United States, where he was responsible for the development and implementation of
various enterprise systems for the United States Government.
Joshua has a Bachelor of Science, majoring in Business Informations Systems and Computer Science.
Jacob Tay – Managing Director, Info-Tools Pte Ltd

As the Managing Director of Info-Tools Pte Ltd, Jacob is responsible for the management, growth and development of the Company’s
business-to-business products and the roll out of the consumer property website in the Singapore market. As the founder of Info-
Tools and MLS.sg, Jacob designed and developed Proptools, the technology and product that was to develop, under the Info-Tools
banner, into Singapore’s largest Multiple Listing Service. Prior to his founding of Info-Tools, Jacob worked as a Programmer, Analyst
and Software Manager at Damai Komputer Sdn Bhd, where he managed a team of 15 programmers, and as a Systems Analyst at
Perkasa Computer Pte Ltd. Jacob is also currently a committee member of Global Business Network Ventures.
Jacob has a Bachelor of Science, majoring in Management Information Systems.
May Chuah – chief financial officer

As the Chief Financial Officer, May is responsible for the management of the Company’s finances and the fulfilment of its reporting
obligations. May has extensive experience in corporate finance, with specific expertise in initial public offerings, mergers and
acquisitions, and taxation. May is the CFO and Company Secretary of Q Ltd (ASX: QXQ), and provides corporate finance support on
mergers and acquisitions for both Q Ltd and Beconwood Corporate Finance Pty Ltd.
May holds a Bachelor of Commerce degree and is a member of the Institute of Chartered Accountants in Australia.
IPGA LIMITED 41
42 IPGA LIMITED
SECTION 1 SECTION 9
Corporate Governance Corporate Directory
Statement (CGS)
SECTION 8
IPGA LIMITED 43
7.1 FRAMEWORK AND APPROACH TO
SECTION 7
Corporate Governance Statement (CGS)
CORPORATE GOVERNANCE AND RESPONSIBILITY
The Board of Directors is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is
about having a set of core values and behaviours that underpin the Company’s activities and ensure transparency, fair dealing and
protection of shareholders’ interests.
The Board supports the Principles of Good Corporate Governance and Best Practice Recommendations developed by the ASX
Corporate Governance Council (“Council”). The Company’s practices are largely consistent with the Council’s guidelines - the
Board considers that the implementation of some recommendations are not appropriate having regard to the nature and scale of
the Company’s activities and size of the Board. The Board uses its best endeavors to ensure exceptions to the Council’s guidelines
do not have a negative impact on the Company and the best interests of shareholders as a whole. Details of all of the Council’s
recommendations can be found on the ASX website at http://www.asx.com.au.
7.2 BOARD OF DIRECTORS -

ROLE AND RESPONSIBILITIES
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices,
management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company,
and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as
a whole. The Board also ensures that the Company complies with all of its contractual, statutory and any other legal or regulatory
obligations. The Board has the final responsibility for the successful operations of the Company.
Where the Board considers that particular expertise or information is required, which is not available from within their number,
appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.
Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the
following:
(1) formulation and approval of the strategic direction, objectives and goals of the Company;
(2) the prudential control of the Company’s finances and operations and monitoring the financial performance
of the Company;
(3) the resourcing, review and monitoring of executive management;
(4) ensuring that adequate internal control systems and procedures exist and that compliance with these systems
and procedures is maintained;
(5) the identification of significant business risks and ensuring that such risks are adequately managed;
(6) the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market;
(7) the establishment and maintenance of appropriate ethical standards.
7.3 BOARD OF DIRECTORS -

COMPOSITION, STRUCTURE AND PROCESS
The Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities
and duties given the current size, scale and nature of the Company’s activities.
7.3.1 Skills, knowledge and experience

Directors are appointed based on the specific corporate and governance skills and experience required by the Company.
The Board should include Directors with a relevant blend of personal experience in accounting and finance, law, financial
and investment markets, financial management and public company administration, and Director-level business or
corporate experience, having regard to the scale and nature of activities of the Company.
7.3.2 Non-Executive Directors

Four of the five Directors are Non-Executive Directors.
7.3.3 Chairman and Chief Executive Officer

The Chairman leads the Board and has responsibility for ensuring the Board receives accurate, timely and clear
information to enable Directors to perform their duties as a Board.
Patrick Grove has been appointed the Executive Chairman of the Company. Kensuke Tsurumaru has been appointed Chief
Executive Officer of the Company and is responsible and accountable to the Board for the Company’s management.
44 IPGA LIMITED
7.3.4 Company Secretary
SECTION 7
The Company Secretary is appointed by the Board and is responsible for developing and maintaining the information
systems and processes that are appropriate for the Board to fulfill its role and is responsible to the Board for ensuring
compliance with Board procedures and governance matters. The Company Secretary is also responsible for overseeing and
coordinating disclosure of information to the ASX as well as communicating with the ASX.
The Company Secretary is Cynthia Chan.
7.3.5 Independence
An independent Director, in the view of the Company, is a Non-Executive Director who:
(1) is not a substantial shareholder of the Company or an officer of, or otherwise associated directly
with, a substantial shareholder of the Company;
(2) has not previously been employed in an Executive capacity by the Company, or been a Director
after ceasing to hold any such employment;
(3) within the last three years has not been a principal of a material professional adviser or a material
consultant to the Company, or an employee materially associated with a service provider;
(4) is not a material supplier or customer of the Company, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer;
(5) has no material contractual relationship with the Company other than as a Director of the
Company;
(6) has not served on the Board for a period which could, or could reasonably be perceived to,
materially interfere with the Director’s ability to act in the best interests of the Company; and
(7) is free from any interest and any business or other relationship which could, or could reasonably be
perceived to, materially interfere with the Director’s ability to act in the best interests of the
Company.
Samuel Weiss, Dato’ Larry Gan and Hugh Morrow are regarded as Independent Directors.
If the Company’s activities increase in size, nature and scope the size of the Board will be reviewed periodically and the
optimum number of Directors required for the Board to properly perform its responsibilities and functions.
7.3.6 Conflicts of Interest

To ensure that Directors are at all times acting in the interests of the Company, Directors must:
(1) disclose to the Board actual or potential conflicts of interest that may or might reasonably be
thought to exist between the interests of the Director and the interests of any other parties in
carrying out the activities of the Company; and
(2) if requested by the Board, within seven days or such further period as may be permitted, take such
necessary and reasonable steps to remove any conflict of interest.
If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act,
absent himself or herself from the room when Board discussion and/or voting occurs on matters about which the conflict
relates (save with the approval of the remaining Directors and subject to the Corporations Act).
7.3.7 Related Party Transactions

Related party transactions include any financial transaction between a Director and the Company as defined in the
Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement
to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction. The Company
also discloses related party transactions in its financial report as required under relevant Accounting Standards.
7.3.8 Share Dealings and Disclosures

The Company’s Share Trading Policy regarding Directors, Executives and employees dealing in its securities, is set by the
Board. The Board restricts Directors, Executives and employees from acting on material information until it has been
released to the market and adequate time has been given for this to be reflected in the security’s prices. Executives,
employees and Directors are required to consult the Company Secretary (and in certain circumstances the Company
Secretary may elevate the matter to the Chairman of the Board), prior to dealing in securities in the Company or other
companies in which the Company has a relationship.
Dealings are not permitted at any time whilst in the possession of price sensitive information not already available to the
market. In addition, the Corporations Act prohibits the purchase or sale of securities whilst a person is in possession of
inside information.
IPGA LIMITED 45
7.3.9 board nominations
SECTION 7
Corporate Governance Statement (CGS) The Board will consider nominations for appointment or election of Directors that may arise from time to time having
regard to the corporate and governance skills required by the Company and procedures outlined in the Constitution and
the Corporations Act.
7.3.10 Terms of Appointment as a Director

The current Directors of the Company have been appointed until they are either removed (which will include the
circumstances where the Director is not re-elected) or resign. The Constitution of the Company provides that a Director
may not retain office for more than three calendar years or beyond the third annual general meeting following his or her
election, whichever is longer, without submitting himself or herself for re-election. One third of the Directors must retire
each year and are eligible for re-election. The Directors who retire by rotation at each annual general meeting are those
with the longest length of time in office since their appointment or last election.
7.3.11 Performance Review and Evaluation

It is the policy of the Board to ensure that the Directors and Executives of the Company be equipped with the knowledge
and information they need to discharge their responsibilities effectively, and that individual and collective performance
is regularly and fairly reviewed. Although the Company is not of a size to warrant the development of formal processes
for evaluating the performance of its Board, individual Directors and Executives, there is on-going monitoring by the
Chairman and the Board. The Chairman also speaks to Directors individually regarding their role as a Director.
7.3.12 meetings of the board

The Chairman and Company Secretary will generally schedule monthly formal Board meetings. In addition, the Board
meets whenever necessary to deal with specific matters requiring attention between scheduled monthly meetings.
Circulatory Resolutions are also utilised where appropriate either in place of or in addition to formal Board meetings.
Board meetings are held predominantly by telephone conferencing as not all Directors are resident in the one city.
However, the Board will convene face to face meetings from time to time as is appropriate based on the particular items
of business for consideration.
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director
of the Company.
It is recognised and accepted that Board members may also concurrently serve on other boards, either in an executive or
non-executive capacity.
7.3.13 Independent Professional Advice

Subject to prior consultation with the Chairman, each Director has the right to seek independent legal and other
professional advice at the Company’s expense concerning any aspect of the Company’s operations or undertakings in
order to fulfill their duties and responsibilities as Directors.
7.3.14 Access to Company Information and Confidentiality

All Directors have the right of access to all relevant Company books and to the Company’s Executive Management. In
accordance with legal requirements and agreed ethical standards, Directors and Executives of the Company have agreed
to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public
information except where disclosure is authorised or legally mandated.
7.3.15 director’s deeds

The Company has also entered into a Deed of Indemnity, Insurance and Access with each of the Directors to regulate certain
matters between the Company and each Director, both during the time the Directors hold office and after the Director ceases to
be an officer of the Company (or wholly owned subsidiaries). A summary of the terms of such deed is contained in Section 12.12
of this Prospectus.
7.3.16 Nomination of new Directorships

The primary vehicle for the effective management of director nominations will be the Remuneration and Nomination
Committee appointed by the Board.
The responsibilities assumed by the Remuneration and Nomination Committee will include:
(1) Devising criteria for Board membership, regularly reviewing the need for various skills and
experience of the Board and identifying specific individuals for nominations as Directors; and
(2) Oversight of the Board and Executive succession plans.
46 IPGA LIMITED
7.4 management
SECTION 7
7.4.1 executives
The Chief Executive Officer, Kensuke Tsurumaru, is responsible and accountable to the Board for the Company’s
management.
The Company’s Chief Financial Officer is May Chuah.
Cynthia Chan has been appointed as the Company Secretary.
7.5 REMUNERATION POLICY

The fees and emoluments paid to Directors will be approved in advance by Shareholders. The salary and emoluments paid to
officers will be approved by the Remuneration and Nomination Committee. Consultants will be engaged as required pursuant to
Consultancy Service Agreements. The Company will ensure that fees, salaries and emoluments will be in line with general standards
for publicly listed companies of the size and type of the Company and that they will not be excessive. All salaries of Directors and
statutory officers will be disclosed in the Annual Report of the Company each year.
7.6 CODE OF CONDUCT AND ETHICAL STANDARDS

The Company has adopted a formal Code of Conduct that guides compliance with all levels of legal and other obligations to
stakeholders. The Code is focused on ensuring that all Directors, Executives, and employees act with the utmost integrity and
objectivity in carrying out their duties and responsibilities, striving at all times to enhance the reputation and performance of the
Company.
7.7 INTERNAL CONTROL AND RISK MANAGEMENT

The Board is responsible for the identification, monitoring and management of significant business risks and the implementation of
appropriate levels of internal control, recognising however that no cost effective internal control system will preclude all errors and
irregularities. The Board regularly reviews and monitors areas of significant business risk and has established a separate Audit and
Risk Management Committee which is governed by a separate Board Charter.
7.8 COMMUNICATIONS
7.8.1 Communications to Market and Shareholders
The Board recognises its duty to ensure that its shareholders are informed of all major developments affecting the
Company’s state of affairs and has adopted a Shareholder Communication Policy. The Policy provides that information will
be communicated to shareholders and the market through:
(1) The Annual Report which is distributed to shareholders (usually with the Notice of Annual
General Meeting);
(2) The Annual General Meeting and other general meetings called to obtain shareholder approvals
as appropriate;
(3) The Half-Yearly Directors’ and Financial Reports;
(4) Quarterly Activities and Cash Flow Reports;
(5) Other announcements released to ASX as required under the continuous disclosure requirements
of the ASX Listing Rules and other information that may be mailed to Shareholders.
The Company will actively promote communication with shareholders through a variety of measures, including the use
of the Company’s website and email. The Company’s reports and ASX announcements will be available for viewing and
downloading from its website: www.ipgalimited.com or the ASX website: www.asx.com.au under ASX code “IPP”. The
Company will also maintain an email list for the distribution of the Company’s announcements via email in a timelier
manner.
IPGA LIMITED 47
7.8.2 Continuous Disclosure to ASX
SECTION 7
Corporate Governance Statement (CGS) The Board has adopted a Continuous Disclosure Policy and has designated the Company Secretary as the person
responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.
In accordance with the ASX Listing Rules, the Company will notify the ASX promptly of information:
(1) Concerning the Company that a reasonable person would expect to have a material effect on the
price or value of the Company’s securities; and
(2) That would, or would be likely to, influence persons who commonly invest in securities in deciding
whether to acquire or dispose of the Company’s securities.
7.9 COMPLIANCE WITH

CORPORATE GOVERNANCE COUNCIL’S PRINCIPLES
The extent to which the Company has followed the ASX Corporate Governance Council’s 10 principles of good corporate governance
and best practice recommendations are as follows:
PRINCIPLE 1: Compliance CGS References/

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Comments
1.1 Formalise and disclose the functions reserved to the Board and those Yes 7.2, 7.3, 7.4
delegated to management.
1.2 Provide the information indicated in Guide to reporting on Principle 1. Yes Annual Reports
The following material should be included in the corporate governance Website
section of the annual report: CGS
• an explanation of any departure from best practice

recommendation 1.1.
The following material should be made publicly available, ideally by posting

it to the Company’s website in a clearly marked corporate governance
section:
• the statement of matters reserved for the Board or a summary

of the Board charter or the statement of delegated authority to
management.

STRUCTURE THE BOARD TO ADD VALUE Comments
2.1 A majority of the Board should be independent directors. Yes 7.3.5
2.2 The Chairperson should be an independent director No The Board believes

the interests of
shareholders are best
served with Patrick
Grove’s appointment
as Chairperson as he
has the appropriate
skills and experience
for the position.
2.3 The roles of chairperson and chief executive officer should not be Yes 7.3, 7.3.2, 7.3.3, 7.4.1
exercised by the same individual
2.4 The Board should establish a nomination committee Yes 7.3.16
48 IPGA LIMITED
SECTION 7
STRUCTURE THE BOARD TO ADD VALUE Comments
• The skills, experience and expertise relevant to the position of

director held by each Director in office at the date of the annual
report.
• The names of the Directors considered by the Board to constitute
independent directors and the Company’s materiality thresholds.
• A statement as to whether there is a procedure agreed by the
Board for directors to take independent professional advice at the
expense of the Company.
• The term of office held by each Director in office at the date of
the annual report.
• The names of members of the nomination committee and their
attendance at meetings of the committee.
• An explanation of any departures from best practice
recommendations 2.1, 2.2, 2.3, 2.4 or 2.5.

section:
• A description of the procedure for the selection and appointment

of new Directors to the Board.
• The charter of the Nomination Committee or a summary of the
role, rights, responsibilities and membership requirements for
that Committee.
• The Nomination Committee’s policy for the appointment of
Directors.

PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING Comments
3.1 Establish a Code of Conduct to guide the directors, the chief executive Yes 7.6
officer (or equivalent), the chief financial officer (or equivalent) and any other
key executives as to:
3.1.1 The practices necessary to maintain confidence in the

Company’s integrity.
3.1.2 The responsibility and accountability of individuals for
reporting and investigating reports of unethical practices.
3.2 Disclose the policy concerning trading in Company securities by Directors, Yes 7.3.8
officers and employees.
The following material should be included in the corporate governance section Website
of the annual report: CGS
7.3.8
• Explanation of any departures from best practice recommendations
3.1, 3.2 or 3.3.
The following material should be made publicly available, ideally by

posting it on the Company’s website in a clearly marked corporate
governance section:
• Any applicable code of conduct or a summary of its main

provisions. This disclosure may be the same as that required under
Principle 10.
• The trading policy or a summary of its main provisions.
IPGA LIMITED 49
SECTION 7
Corporate Governance Statement (CGS) SAFEGUARD INTEGRITY IN FINANCIAL REPORTING Comments
4.1 Require the chief executive officer (or equivalent) and the chief financial Yes 7.4.1, 7.7
officer (or equivalent) to state in writing to the Board that the Company’s
financial reports present a true and fair view, in all material respects, of the
Company’s financial condition and operational results and are in accordance
with relevant accounting standards.
4.2 The Board should establish an audit committee. Yes 7.7
4.3 Structure the audit committee so that it consists of: Yes 7.3, 7.7
• Only non-executive directors.
• A majority of independent directors.
• An independent chairperson, who is not chairperson of the board.
• at least three members
4.4 The audit committee should have a formal charter. Yes 7.7
• Details of the names and qualifications of those appointed to the

audit committee, or, where an audit committee has not been
formed, those who fulfil the functions of an audit committee.
• The number of meetings of the audit committee and the names of
the attendees.
4.1, 4.2, 4.3, 4.4 or 4.5.
The following material should be made publicly available, ideally by posting it

to the Company’s website in a clearly marked corporate governance section:
• The audit committee charter.

• Information on procedures for the selection and appointment
of the external auditor, and for the rotation of external audit
engagement partners.

MAKE TIMELY AND BALANCED DISCLOSURE Comments
5.1 Establish written policies and procedures designed to ensure compliance Yes 7.7, 7.8.2
with ASX Listing Rule disclosure requirements and to ensure accountability
at a senior management level for that compliance.

recommendation 5.1 or 5.2.

section:
• A summary of the policies and procedures designed to guide

compliance with Listing Rule disclosure requirements.
50 IPGA LIMITED
SECTION 7
RESPECT THE RIGHTS OF SHAREHOLDERS Comments
6.1 Design and disclose a communications strategy effective communication Yes 7.8.1
with shareholders and encourage effective participation at general meetings.
6.2 Request the external auditor to attend the annual general meeting and Yes Annual General
be available to answer shareholder questions about the conduct of the audit Meetings
and the preparation and content of the auditor’s report.
• Explanation of any departures from best practice

recommendations 6.1 or 6.2.

it to the company’s website in a clearly marked corporate governance
section:
• A description of the arrangements the company has to promote

communication with shareholders.

RECOGNISE AND MANAGE RISK Comments
7.1 The Board or appropriate Board committee should establish policies on Yes 7.7
risk oversight and management.
7.2 The chief executive officer (or equivalent) and the chief financial officers Yes 7.7
(or equivalent) should state to the board in writing that:
7.2.1 The statement given in accordance with best practice

recommendation 4.1 (the integrity of financial statements) is founded
on a sound system of risk management and internal compliance and
control which implements the policies adopted by the board.
7.2.2 The Company’s risk management and internal compliance and
control system is operating efficiently and effectively in all material
respects.

7.1, 7.2 or 7.3.
The following material should be made publicly available, ideally by posting it

on the Company’s website in a clearly marked corporate governance section:
• A description of the Company’s risk management policy and

internal compliance and control system.
IPGA LIMITED 51
SECTION 7
Corporate Governance Statement (CGS) ENCOURAGE ENHANCED PERFORMANCE Comments
8.1 Disclose the process for performance evaluation of the Board, its Yes 7.3.11
committees and individual directors, and key executives.
• Whether a performance evaluation for the Board and its members

has taken place in the reporting period and how it was conducted.
• An explanation of any departure from best practice
recommendation 8.1.

posting it to the Company’s website in a clearly marked corporate
governance section:
• A description of the process for performance evaluation of the

Board, its committees and individual directors, and key executives.

REMUNERATE FAIRLY AND RESPONSIBLY Comments
9.1 Provide disclosure in relation to the Company’s remuneration policies Yes Annual Reports
to enable investors to understand (i) the cost and benefits of those policies
and (ii) the report link between remuneration paid to Directors and key
executives and corporate performance.
9.2 The Board should establish a remuneration committee. Yes 7.5
9.3 Clearly distinguish the structure of non-executive directors’ Yes Annual Reports
remuneration from that of executives.
9.4 Ensure that payment of equity-based executive remuneration is made in Yes Director Service
accordance with thresholds set in plans approved by shareholders. Agreements - refer
to Sections 12.13
- 12.17.
• Disclosure of the Company’s remuneration policies referred to in

best practice recommendation 9.1 and in Box 9.1.
• The names of the members of the remuneration committee and
their attendance at meetings of the committee.
• The existence and terms of any schemes for retirement benefits,
other than statutory superannuation, for non-executive directors.
recommendations 9.1, 9.2, 9.3, 9.4 or 9.5.

it on the Company’s website in a clearly marked corporate governance
section:
• The charter of the remuneration committee or a summary of the

role, rights, responsibilities and membership requirements for that
committee.
52 IPGA LIMITED
SECTION 7
RECOGNISE THE LEGITIMATE INTERESTS OF STAKEHOLDERS Comments
10.1 Establish and disclose a code of conduct to guide compliance with legal Yes 7.6
and other obligations.
• An explanation of any departure from best practice

recommendation 10.1.

posting it to the Company’s website in a clearly marked corporate
governance section:
• Any applicable code of conduct or a summary of its main

provisions.
IPGA LIMITED 53
54 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 55
8.1 introduction
SECTION 8
This section provides Pro Forma Historical Financial Information and Forecast Financial Information of IPGA Limited, that the
Directors consider relevant for potential investors.
The Pro Forma Historical Financial Information and Forecast Financial Information should be read in conjunction with the summary
of significant accounting policies in Section 8.12 and other information contained in this Prospectus.
The accounting policies of IPGA Limited are set out in Section 8.12 and have been consistently applied. All information presented in
this section should be read in conjunction with:
• the Directors’ best-estimate assumptions described in Section 8.8;

• the risk factors in Section 5;
• the Investigating Accountants’ Report set out in Section 9; and
• the Independent Review of Forecast Financial Information set out in Section 10.
Pro Forma Historical Financial Information

The Pro Forma Historical Financial Information comprises:
• Pro Forma Historical Consolidated Income Statement before Interest and Tax of IPGA Limited for the years ended
31 December 2005 and 31 December 2006; and
• Pro Forma Historical Consolidated Balance Sheet of IPGA Limited as at 31 December 2006.
Forecast Financial Information

The Forecast Financial Information comprises the Statutory Forecast Financial Information and Pro Forma Forecast Financial Information.
Statutory Forecast Financial Information

Statutory Forecast Financial Information comprises:
• The Statutory Forecast Consolidated Income Statement of IPGA Limited for the period from the date of incorporation
on 26 June 2007 to 31 December 2007
• The Statutory Forecast Consolidated Statement of Cash Flows of IPGA Limited for the period from the date of
incorporation on 26 June 2007 to 31 December 2007.
Pro Forma Forecast Financial Information

The Pro Forma Forecast Financial Information comprises:
• The Pro Forma Forecast Consolidated Income Statement of IPGA Limited for the year ending 31 December 2007
• The Pro Forma Forecast Consolidated Statement of Cash Flows of IPGA Limited for the year ending 31 December 2007.
8.2 BASIS OF PREPARATION OF THE PRO FORMA

HISTORICAL FINANCIAL INFORMATION
The Pro Forma Historical Financial Information of IPGA has been compiled from the unaudited management accounts of IPGA
Limited and the unaudited management accounts of Info-Tools Pte Ltd and Ailligent Sdn Bhd (the ”Subsidiaries”) (together the “IPGA
Group”), which has been reviewed by Deloitte Touche Tohmatsu but not audited. A copy of the Investigating Accountants’ Report is
included in Section 9.
The Pro Forma Historical Financial Information has been prepared under the measurement and recognition requirements (but not all
the disclosure requirements) of Australian Accounting Standards.
income statements before interest and tax

The Pro Forma Historical Consolidated Income Statements before Interest and Tax are presented to an EBIT level only. This is
because historically the IPGA Group has operated under a different corporate and financial structure to that assumed to be in
place at the time of allotment. Accordingly, historical interest and taxation expenses for the IPGA Group are not considered to be
comparable to forecast interest and tax expenses, and therefore have not been presented.
The Pro Forma Historical Consolidated Income Statements before Interest and Tax present the Consolidated Historical financial
performance of the IPGA Group which is based on the Historical financial performance of the Subsidiaries adjusted to reflect the
assumption that IPGA Limited acquired the Subsidiaries on 1 January 2005.
No adjustment has been made in the Pro Forma Historical Consolidated Income Statements before Interest and Tax for Corporate
costs associated with IPGA Limited operating as a listed company.
56 IPGA LIMITED
Balance Sheet
The Pro Forma Historical Consolidated Balance Sheet of IPGA is based on the unaudited management accounts of IPGA and the
SECTION 8
unaudited management accounts of the Subsidiaries, and incorporates the Pro Forma transactions described in Section 8.11 of this
Prospectus, as if they occurred on 31 December 2006.
Acquisition Accounting
The acquisition of Ailligent Sdn Bhd for nil consideration has been accounted for as a common control transaction reflecting the
consolidated book value of the investment in the books of CMG. The consolidated book value of the investment in Ailligent Sdn Bhd
is shown as a contribution from shareholders in the equity reserves.
The acquisition of Info-Tools Pte Ltd will be settled by way of an initial cash payment, an issue of IPGA shares and a deferred cash
and equity settlement. The issue of the first tranche of IPGA shares and the first cash payment is due seven days after admission
of IPGA to the official list of the ASX. The issue of the deferred second tranche of shares and the payment of the deferred tranche
of cash is contingent on the achievement of a cash target by the business for the year ending 31 December 2007. The deferred
acquisition costs have been included in the cost of the combination as the issue of shares and the payment of the cash is probable
and can be measured reliably. The deferred equity settlement has been included within equity and measured at the issue price of
IPGA shares on the ASX of $0.25 per share, as the number of deferred shares to be issued is fixed. Any difference between the issue
price of $0.25 per share assumed and the price on the date of exchange, being seven days after admission to the ASX, will have an
impact on the purchase price and the goodwill arising on consolidation.
With respect to the proposed acquisition of Info-Tools Pte Ltd, IPGA has performed a provisional assessment of the fair value of the
assets, liabilities and contingent liabilities as at the date of acquisition. For the purposes of the Pro Forma Historical Consolidated
Balance Sheet the assets and liabilities have been recorded at their provisional fair values and the excess of the consideration paid
over the provisional fair values has been allocated to goodwill. Under Australian Accounting Standards IPGA has 12 months from
the date of acquisition to complete its initial acquisition accounting. IPGA has already commenced this exercise to consider the fair
value of intangible assets acquired in the acquisitions.
Any adjustment to the fair values, including associated tax adjustments, will have an equal and opposite impact on the goodwill
recorded on acquisition. Accordingly, any such adjustments will have no impact on the aggregate of the Net Assets of IPGA Limited
and EBITDA, but could have a material impact on any potential amortisation charges in future financial periods and therefore EBIT.
A description of the nature of potential intangible assets which may be identified and the acquisition accounting process is set out below.
In accordance with AASB 3, “Business Combinations”, all of the Subsidiary’s identifiable assets, liabilities and contingent liabilities,
including intangible assets, must be identified and valued. The purchase price is then allocated across the fair value of these assets,
liabilities and contingent liabilities with any residual allocated to goodwill.
The valuation of intangible assets is a complex and time-consuming process that may require specialist skills and detailed
information about the business, which is currently not available to IPGA Limited. In addition, each of the identified intangibles
acquired may have a limited life and must be amortised over that life in contrast to goodwill, which is subject to annual impairment
review. Indefinite life intangibles are not amortised and are reviewed for impairment annually. A detailed identification and
valuation process will therefore be undertaken after the acquisition completes.
The examples provided below are not intended to be an exhaustive list of items acquired in a business combination that meet the
definition of an intangible asset. However, they provide some indication of the types of intangibles that may be acquired as part of
the acquisition of the Subsidiary.
• Trademarks and trade names

• Internet domain names
• Customer contracts and the related customer relationships
• Customer lists
• Supplier contracts
• Licensing, royalty and standstill agreements
• Patented technology
• Computer software
• Unpatented technology
• Rights and obligations under acquisition contracts
In addition, there are specific rules regarding the calculation of the fair value of assets, liabilities and contingent liabilities acquired.
These rules may significantly vary the historical cost of the assets and liabilities acquired and significantly impact the profitability of
the business going forward.
8.3 BASIS OF PREPARATION OF FORECAST

FINANCIAL INFORMATION
The Forecast Financial Information is based on the Directors’ assessment of the present economic and operating conditions and on a
number of best-estimate assumptions regarding future events and actions, which, at the date at which the forecasts were adopted,
the Directors reasonably expect to take place. These events or actions may or may not take place. The Directors believe that they
have prepared the Forecast Financial Information with due care and attention and consider all assumptions to be reasonable.
IPGA LIMITED 57
Prospective financial information is, by its very nature, subject to uncertainties and unexpected events, many of which are outside
the control of IPGA Limited and its Directors. Events and circumstances often do not occur as anticipated and therefore actual
SECTION 8
Financial Information results are likely to differ from the forecast results and these differences may be material. Accordingly, neither IPGA, nor its
Directors, guarantee that the results presented in the Forecast Financial Information will be achieved.
The Forecast Financial Information should be read in conjunction with the best-estimate assumptions set out in Section 8.8, the
sensitivity analysis contained in Section 8.10 and with the risk factors detailed in Section 5.
The Forecast Financial Information has been prepared under the measurement and recognition requirements of Australian
Accounting Standards.
The Pro Forma Forecast Consolidated Income Statement presents the forecast consolidated financial performance of IPGA for the
year ending 31 December 2007 which is based on the forecast financial performance of IPGA and the Subsidiaries and reflects the
assumption that IPGA owned the Subsidiaries for the whole year.
The Pro Forma Forecast Consolidated Income Statement for the year ending 31 December 2007 also includes the following costs
relevant to IPGA Limited from 1 August 2007:
• Legal expenses
• Chief Executive Officer, Chief Financial Officer and other Executives’ remuneration
• Costs of being a listed company including directors’ fees, share registry costs and listing fees
• Costs associated with shares issued to the non-executive directors
• Insurance for the Corporate Group
• External audit of the statutory financial reports
• Corporate marketing of the IPGA Limited brand.
None of the costs detailed above have been included for the period 1 January 2007 - 31 July 2007.
8.4 PRO FORMA HISTORICAL AND

FORECAST FINANCIAL INFORMATION
The table below sets out the Pro Forma Historical Financial Information and the Pro Forma Forecast Financial Information:
Year ended / ending 31 December 2005 2006 2007 2007

Pro Forma Pro Forma Pro Forma Statutory
Historical Historical Forecast Forecast (3)
$ $ $ $
Operating Revenue
Magazine and Events 58,699 72,008 327,012 260,762
Online Agents (Business to Business) 369,248 424,236 466,378 180,530
Online Agents (Business to Consumer) 16,700 25,442 83,101 58,525
Online Advertising 6,892 29,738 142,145 97,051
Subscriptions 417 366 - -
Other Income 12,304 6,513 - -
TOTAL OPERATING REVENUE 464,260 558,303 1,018,636 596,868
Interest Income (Statutory Reporting) - - - 95,813
TOTAL REVENUE 464,260 558,303 1,018,636 692,681
Advertising and Marketing Expenses - - 56,026 33,220

Cost of Sales 39,166 38,435 165,350 120,271
Other Administrative Expenses 492,162 559,741 619,068 321,465
Corporate Costs (1) - - 207,483 207,483
TOTAL OPERATING EXPENSES 531,328 598,176 1,047,927 682,439
EBITDA (4) (67,068) (39,873) (29,291) (85,571)

Depreciation 4,488 3,195 3,940 2,034
EBIT (4) (71,556) (43,068) (33,231) (87,605)
Interest Income (5) 95,813 95,813
PROFIT/(LOSS) BEFORE TAX 62,582 8,208
Income Tax Expense 5,478 -
PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE 57,104 8,208 (2)

TO MEMBERS OF IPGA LIMITED
(1)
Corporate Costs comprises IPGA Limited’s costs associated with being an ASX listed company, including
listing fees, directors fees, audit fees, corporate secretarial fees, registry fees and corporate expenses that largely
consist of travel-related expenses. The audit fees are $45,000 representing the approximate costs for the year-
end audit. It is expected that the half-year review will incur further fees of approximately $25,000 in June 2008.
The listing fees include a one-off initial listing fee for the ASX of approximately $40,000. It should be noted that
the costs represent costs from 1 August 2007 to 31 December 2007. No Corporate Costs have been included in
the Pro Forma Historical Information or the Pro Forma Forecast from 1 January 2007 to 31 July 2007.
(2)
The salary cost included for Patrick Grove (as Director and Executive Chairman) is $0.76.
(3)
The Statutory Forecast figures relate to the period from incorporation on 26 June 2007 to 31 December 2007.
(4)
The EBITDA and EBIT for the Statutory Forecast has been calculated excluding the interest income of $95,813.
(5)
Interest income for the Statutory Forecast has been re-inserted at this line to reconcile EBIT to profit before tax.
58 IPGA LIMITED
8.5 pro forma historical and forecast revenue
SECTION 8
and ebitda by geographic segment
Pro Forma Operating Revenue FY05 FY06 FY07
Malaysia 82,707 127,554 547,072

Singapore 381,553 430,749 466,378
Philippines - - 5,186
Thailand - - -
Australia - - -
Total Operating Revenue 464,260 558,303 1,018,636
Pro Forma EBITDA

Malaysia 17,930 (10,179) 193,270
Singapore (84,998) (29,694) 31,329
Philippines - - (19.356)
Thailand - - (27,051)
Australia - - (207,483)
Total EBITDA (67,068) (39,873) (29,291)
8.6 FORECAST STATEMENT OF CASH FLOWS

The table below sets out the Pro Forma Forecast Consolidated Statement of Cash Flows for IPGA Limited for the year ending
31 December 2007 and the Statutory Forecast Consolidated Statement of Cash Flows for IPGA Limited for the period from
incorporation to 31 December 2007:
Pro Forma Statutory

Forecast Forecast
$ $
Net cash flows from operating activities

Receipts from customers 1,236,244 665,964
Payments to suppliers (421,648) (332,958)
Payment to employees (590,485) (316,679)
Payments for GST (22,537) (19,225)
Payments for income tax (153) -
Net cash flows from operating activities 201,421 (2,898)
Cash flows from investing activities

Capital expenditure (25,761) (16,222)
Acquisition of businesses (849,301) (849,301)
Interest received 95,813 95,813
Cash receipts on acquisition - 184,420
Net cash flows from investing activities (779,249) (585,290)
Cash flows from financing activities

Proceeds from issue of equity shares 7,500,000 7,500,000
Payment for share issue costs (1,140,000) (1,140,000)
Repayments to holding company/director (188,195) (21,250)
Net cash flows from financing activities 6,171,805 6,338,750
Net increase in cash and cash equivalents 5,593,977 5,750,562
Opening cash and cash equivalents 170,234 -
Foreign Exchange Difference (13,649) -
Closing cash and cash equivalents 5,750,562 5,750,562
IPGA LIMITED 59
8.7 ANALYSIS OF PRO FORMA HISTORICAL FINANCIAL
SECTION 8
INFORMATION
8.7.1 Discussion of Pro Forma Historical Financial Information
for the year ended 31 December 2005
In the year ended 31 December 2005, pro forma consolidated revenue was $464,260 for a net EBIT loss of $71,556. Key
factors underpinning this result were:
• Revenues were derived predominantly from real estate agent and agency subscriptions to the Singapore
information service, owing to the fact that at 31 December 2005 the Singapore business had been operating
for almost 13 years.
• The Malaysian business was still in its start-up period, though some revenue was derived from subscriptions
to the Malaysian online property advertising service, property developer, developer advertising on the
Malaysian website and advertisements in the Malaysian property magazine.
• Costs of sales comprised sales commissions and technology costs.
• Administrative expenses included salaries and other employee costs, rent and other overhead costs not directly
attributable to the provision of the companies’ services.
8.7.2 Discussion of Pro Forma Historical Financial Information

for the year ended 31 December 2006
In the year ended 31 December 2006, pro forma consolidated revenue was $558,303, for a net EBIT loss of $43,068. Key
factors underpinning this result were:
• Revenues from real estate agent and agency subscriptions to the Singapore information service increased
from 2005.
• As the Malaysian business developed, revenue to its online property advertising service, property developer
advertising on the Malaysian website and advertisements in the Malaysian property magazine all increased,
resulting in a total increase in revenue of over 54% from 2005.
• Operating expenses in Malaysia increased by over 100% between 2005 and 2006, primarily as a result of an
increase in personnel costs.
8.8 BEST-ESTIMATE ASSUMPTIONS IN

PRO FORMA FORECAST FINANCIAL INFORMATION
For the year ending 31 December 2007, the Pro Forma Forecast Revenue is $1,018,636 and the Pro Forma Forecast NPAT is $57,104.
The following sets out the Directors’ best-estimate assumptions on which the Pro Forma Forecast Financial Information is prepared.
8.8.1 General Assumptions

The general assumptions on which the Pro Forma Forecast Financial Information is based are as follows:
• the Offer is fully subscribed and proceeds are received by the Closing Date;
• there is no substantial change in the competitive or regulatory environment that will have a material impact
on the Company’s ability to conduct its existing business or on its operations;
• there is no material change in the conditions in the property markets of the countries in which the Company
operates;
• there are no changes in general industrial, political or economic conditions in Australia or overseas that would
have a material impact on the Company;
• there are no material beneficial or adverse impacts arising from the actions of competitors;
• there will be no loss of key personnel during the forecast period;
• the Company is not party to any material litigation or other contingent liability;
• there are no further issues of Shares during the forecast period other than those disclosed in Section 3.4;
• there is no material amendment to any material agreement relating to the business of IPGA Limited;
• there are no significant changes to the statutory, legal or regulatory environments which would be detrimental
to IPGA Limited in any of the jurisdictions in which it operates;
60 IPGA LIMITED
• there is no significant change in the legislative regimes and regulatory environments (including taxation)
in the jurisdictions in which IPGA Limited or its key customers or suppliers operate which would materially
SECTION 8
impact on the Pro Forma Forecast Financial Information;
• there are no material changes in Australian Accounting Standards or the Corporations Act, which would have
a material effect on the financial results of IPGA Limited.
8.8.2 specific Assumptions

The Pro Forma Forecast Financial Information has been prepared based on actual management accounts to 30 April
2007 and monthly forecast financial information for the IPGA Group to the year ending 31 December 2007.
The Directors’ specific assumptions relating to the Pro Forma Forecast Financial are set out below.
Revenue
Total revenue comprises agent and agency subscriptions to IPGA Group advertising and information services, magazine
advertisements, event sponsorships and exhibitor booth sales for events, and online advertisements. The forecast
revenue growth rates are driven by the factors detail below:
• Growth of 90 agents subscribing to the Malaysia consumer website classified listing service at iProperty.com.
my each month from the month of June (approximately 590 agents at 30 June 2007) until December 2007.
• Growth of one additional magazine advertisement in the Malaysia magazine, iProperty.com.my, each month
from the month of August until December 2007.
• Growth of online advertising revenue from the Malaysia consumer website advertising service at iProperty.
com.my each quarter until December 2007.
• Development of a new online advertising revenue stream from the Malaysia consumer website advertising
service at iProperty.com.my from non-property developer advertisers, beginning in September 2007.
• The successful execution of a property exhibition in Kuala Lumpur, Malaysia in the fourth quarter of 2007,
which is forecast to contribute $135,593 in revenue.
• Growth of five extra agent subscriptions over current growth of 60 agent subscriptions to the Singapore real
estate agent information service, Agentools, each month from the month of August until December 2007.
• Interest income earned on net proceeds of the Initial Public Offering, earned at a rate of approximately 6%.
It has been assumed that no acquisition will be undertaken during the forecast period other than those
detailed previously in Singapore, Malaysia, Philippines and Thailand. Accordingly, $4.23 million retained for
future acquisitions and approximately $500,000 retained for working capital will accrue interest.
Operating costs
• Operational and administrative expenses assumptions are based on current costs for calendar year 2007
and management estimates based on historical costs, business requirements and forecast increases to grow
revenue for the remainder of calendar year 2007.
• Ongoing costs related to the move to a public company are forecast based on external quotations and public
information. These are classified as corporate costs.
• The Forecast Financial Information assumes no material realised foreign currency exposure exists. Currently
a natural hedge exists where purchases and sales are made in the same currency. The Company has a foreign
currency exposure only in relation to the translation into Australian dollars of the results of and investments
in foreign subsidiaries.
• During the period immediately following its acquisition of AIlligent Sdn Bhd, Catcha Media Group Pte Ltd
provided approximately MYR525,000 ($177,966) in advertising for the promotion of iProperty.com.my at
no cost to AIlligent Sdn Bhd. These credits were comprised of ads in redundant magazine inventory positions
in Catcha Media Group magazines, sponsorship of Catcha Media Group events and the reallocation of
television advertising credits held by Catcha Media Group to Ailligent Sdn Bhd. There is no arrangement for
such advertising or allocation of credits going forward.
• Travel costs associated with the pursuit of acquisition opportunities in the Asian region have been budgeted,
though no forecast has been made for other costs that may arise as a result of such acquisitions as
they cannot be reliably determined at this stage. Costs such as legal and professional advisory fees would
be capitalised as part of the purchase price accounting if the acquisition is successful. If the acquisition if
unsuccessful, these costs would be written off to the income statement.
• The purchase price allocation exercise has not been completed and accordingly, the extent and value of
limited life intangible assets and resulting amortisation charge cannot be reliably measured. Consequently,
no amortisation has been charged in respect of limited life intangible assets.
• Patrick Grove, Executive Chairman, will be remunerated in the amount of SGD1.00 ($0.76) per annum in
accordance with the Employee Service Agreement detailed in Section 12.18. The term of the Employee
Service Agreement is two years from 18 July 2007, with a six-month notice period.
Depreciation
Depreciation rates have been determined based on the estimated useful lives of non-current assets.

Taxation
In preparing the tax calculations, a corporate tax rate of 20% has been applied to reflect tax paid on the profits of the
Singapore subsidiary. The Directors do not believe that tax will be payable in any other jurisdiction before December
2007. The Malaysian subsidiary will apply for and expects to receive status as a Multimedia Super Corridor (MSC)
company before December 2007, exempting it from any corporate taxation for the year ended 31 December 2007.
IPGA LIMITED 61
Cash flows
Forecast working capital movements have been assumed based on historical average debtor and creditor days of the IPGA
SECTION 8
Financial Information Group. The Pro Forma and Statutory Forecast Consolidated Statements of Cash Flow do not include any future acquisition costs.
Acquisition of interests in the Subsidiaries

Details of the acquisition of the interests in the Subsidiaries are provided in Sections 12.4, 12..6, 12.7 and 13. The Info-
Tools Pte Ltd acquisition is dependent on IPGA Limited listing on the ASX by 13 September 2007.
Foreign Currency Translation Rates

The following foreign currency translation rates have been used:
AUD1 = MYR2.95
SGD1 = MYR2.25
AUD1 = SGD1.31
AUD1 = USD0.848
AUD1 = THB28.0
AUD1 = PHP38.0
8.9 STATUTORY FORECAST FINANCIAL information

In preparing the Statutory Forecast Financial Information, the Directors have applied assumptions consistent with the above, adjusted
to reflect the expected timing of revenues, expenses and cash flows.
The Pro Forma Forecast Financial Information includes the full year impact of earnings from the Subsidiaries assuming that they had
been acquired before 1 January 2007. Accordingly the Statutory Forecast Financial Information includes adjustments to reflect the
forecast actual contribution of the Subsidiaries and assets based upon the actual and forecast dates of each of the acquisitions as
follows:
• Ailligent Sdn Bhd 1 July 2007

• Info-Tools Pte Ltd 1 September 2007
• PropertyForce.com Philippines 1 July 2007
• Real.co.th 1 September 2007.
8.10 SENSITIVITY ANALYSIS

8.10.1 Pro Forma Forecast Financial Information
The Pro Forma Forecast Financial Information has been based on best-estimate assumptions, as set out in Section 8.8,
regarding future conditions, events, growth and other matters relating to IPGA Group. IPGA Group’s profitability is
sensitive to movements in a number of key assumptions. The impact of movements in such assumptions is set out below.
MOVEMENT Effect on NPAT

Variable % $ %
Growth in Agent Subscriber +/-20 3,112 5.45
Numbers - Malaysia
KL International Property +/-20 27,119 47.49

Show Booth Utilisation
KL International Property +/-20 13,559 23.74

Show Event Costs
Online Advertising Malaysia - N/A 15,254 26.71

No Growth
No Tax Exempt Status - -20 38,655 67.68

Malaysia
Change in Average Revenue +/-10 16,003 28.02

per User - Singapore
62 IPGA LIMITED
8.11 PRO FORMA HISTORICAL CONSOLIDATED
SECTION 8
BALANCE SHEET
The Pro Forma Historical Consolidated Balance Sheet is based on the unaudited management accounts of IPGA Limited and its
Subsidiaries, and assumes the success of the Offer.
31 December 2006
$
Current Assets
Cash and cash equivalents (1) 5,663,344
Trade and other receivables 29,909
Other 1,025
Total Current Assets 5,694,278
non-current Assets
Property, plant and equipment 16,453
Goodwill (2) 4,401,267
Other intangible assets 100,236
Other 288
Total Non-Current Assets 4,518,244
Total Assets 10,212,522
Current Liabilities
Trade and other payables 6,390
Tax Payable 678
Other Liabilities (3) 1,215,984
Total Current Liabilities 1,223,052
Total Liabilities 1,223,052
Net Assets 8,989,470
Equity
Issued Capital (4) 8,660,360
Contribution from shareholder 329,110
Retained Earnings/Accumulated Losses -
Total Equity 8,989,470
(1)
The Pro Forma Consolidated Balance Sheet of IPGA Limited as at 31 December 2006 includes the cash
position of the Subsidiaries, totalling $170,234.
(2)
IPGA has not prepared a full fair value valuation of the acquired entities assets and liabilities. A full valuation
may result in a material change to the balance sheet. Refer to Section 8.2 for further details.
(3)
Includes deferred consideration in respect of the acquisition of Info-Tools Pte Ltd of $766,754.
(4)
Includes deferred equity consideration in respect of the acquisition of Info-Tools Pte Ltd of $1,150,130.
Details of the significant transactions and assumptions on which the Pro Forma Historical Consolidated Balance Sheet is based are as
follows:
• IPGA Limited issues approximately 30,000,000 shares and raises $7.5 million from the Offer.
• IPGA Limited incurs an estimated $1.14 million in Initial Public Offering costs.
• IPGA Limited will acquire Info-Tools Pte Ltd for $3.84 million which is to be settled by an initial cash payment of $0.77
million and the issue of 4.6 million new IPGA Limited ordinary shares at $0.25 per share ($1.15 million) seven days after
admission to the ASX, provision for a deferred cash payment of $0.77 million and deferred issue of an additional 4.6
million shares measured at the fair value at the date of acquisition which has been assumed at $0.25 per share ($1.15
million). The deferred cash and equity settlement is contingent on achievement of a cash target for the year ending 31
December 2007.
• Catcha Media Group Pte Ltd has transferred Ailligent Sdn Bhd to IPGA for nil consideration which for accounting
purposes has been treated as an equity contribution of $329,110 based on Catcha Media Group’s consolidated book
value of the Investment in Ailligent Sdn Bhd.
IPGA LIMITED 63
Set out below is a summary of the impact of these transactions on the Pro Forma Historical Consolidated Balance Sheet:
SECTION 8
Financial Information pro forma
balance
sheet ipga pro forma
limited on pro forma pro forma pro forma pro forma pro forma consolidated
incorpora- adjustment adjustment adjustment adjustment adjustment balance
$ tion (1) (2) (3) (4) (5)
sheet
Current Assets
Cash and cash equivalents 100 9,846 7,500,000 (1,140,000) (606,366) (100,236) 5,663,344
Trade and other receivables - 19,140 - - 10,769 - 29,909
Other - 1,025 - - - - 1,025
Total Current assets 100 30,011 7,500,000 (1,140,000) 595,597 (100,236) 5,694,278
Non-current assets
Property, plant and equipment - 15,884 - - 569 - 16,453
Goodwill - 301,539 - - 4,099,728 - 4,401,267
Other intangible assets - - - - - 100,236 100,236
Other - 288 - - - - 288
Total Non-current assets - 317,711 - - 4,100,297 100,236 4,518,244
Total assets 100 347,722 7,500,000 (1,140,000) 3,504,700 - 10,212,522
Current liabilities
Trade and other payables - 4,488 - - 1,902 - 6,390
Current tax payables - 678 - - - - 678
Other - 13,446 - - 1,202,538 - 1,215,984
Total current liabilities - 18,612 - - 1,204,440 - 1,223,052
Total liabilities - 18,612 - - 1,204,440 - 1,223,052
NET ASSETS 100 329,110 7,500,000 (1,140,000) 2,300,260 - 8,989,470
EQUITY
Issued Capital 100 - 7,500,000 (1,140,000) 2,300,260 - 8,660,360
Contribution from shareholder - 329,110 - - - - 329,110
Total Equity 100 329,110 7,500,000 (1,140,000) 2,300,260 - 8,989,470
Pro Forma Adjustments

(1)
Represents equity contribution for 100% of the equity in Ailligent Sdn Bhd
(2)
Represents cash proceeds from the issue of 30,000,000 shares in IPGA Limited at $0.25 per share
(3)
Represents equity issue costs offset against share capital
(4)
Represents initial and deferred equity issue, cash payment and deferred cash settlement obligation for the
acquisition of 100% equity in Info- Tools Pte Ltd
(5)
Represents cash payment for acquisition of Philippines website of $58,963 and cash payment of $41,273 for
Thailand website. See Sections 12.8 and 12.9 for details.
8.12 accounting policies

Summary of significant accounting policies
The financial information has been prepared in accordance with the measurement and recognition requirements (but not all the
disclosure requirements) of Australian Accounting Standards.
The financial information has been prepared on the basis of historical cost and on a going concern basis.
Principles of consolidation
The consolidated financial information comprises the financial information of IPGA Limited and its Subsidiaries (the “IPGA Group”).
Information from Subsidiaries is included from the date the parent obtains control until such time as control ceases. Subsidiary
acquisitions are accounted for using the purchase method of accounting. The purchase method of accounting involves allocating
the cost of the business combination to the fair value of the assets, liabilities and contingent liabilities assumed at the date of
acquisition. In preparing the consolidated financial information, all inter-company balances and transactions, income and expenses
and profit and losses resulting from intra-group transactions, have been eliminated in full. The financial information of Subsidiaries is
prepared for the same reporting period as the parent using consistent accounting policies.
Presentation and Functional Currency

IPGA Limited’s presentation currency is Australian Dollars. The functional currency of the IPGA subsidiaries in Singapore is Singapore
Dollars and the functional currency of the subsidiary in Malaysia is Malaysian Ringgit as the majority of the subsidiaries’ revenues and
expenses are denominated and settled in the functional currency. For the purposes of the consolidated financial statements of IPGA
Limited, the results and financial position of each entity is expressed in Australian Dollars, which is the functional currency for the
consolidated financial statements.
64 IPGA LIMITED
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian Dollars at exchange rates
prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period, unless
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exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are
used. Exchange differences arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange
differences are recognised in profit or loss in the period in which the foreign operation is disposed.
Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original
maturity of three months or less.
Employee benefits
Wages, salaries and annual leave

These represent obligations which are expected to be settled within 12 months of a reporting date resulting from employees’
services provided to reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that
the consolidated entity expects to pay as at the reporting date. They include related on-costs, such as workers’ compensation
insurance and payroll tax.
Superannuation
Contributions in respect of superannuation are charged as expenses when incurred.
Financial risk management objectives and policies

IPGA Group has various financial assets and liabilities such as trade receivables and payables which arise directly from its operations.
The main risks arising from IPGA Limited Group’s current financial instruments are liquidity risk and credit risk. The Board will review
and agree policies for managing each of these risks and they are summarised below:
Credit risk
IPGA Group trades only with recognised, creditworthy third parties. In addition, receivable balances are monitored on an ongoing
basis with the result that IPGA Limited Group’s exposure to bad debts should be minimal. There are no significant concentrations of
credit risk within IPGA Limited Group.
Liquidity
IPGA Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank instruments.
IPGA Group’s financial instruments may change over time and the risks associated with these financial instruments will be updated
in the financial report at each balance sheet date.
The Company’s bankers are currently Westpac Banking Corporation (in Australia), Standard Chartered Bank and Malayan Banking
Berhad (in Singapore), and Malayan Banking Berhad (in Malaysia).
Goodwill
Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is
measured at cost less any impairment losses.
Goodwill is not amortised. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances
indicate that the carrying valued may be impaired. Goodwill impairments are not reversed. As at acquisition date, any goodwill
acquired is allocated to each of the cash generating units expected to benefit from the business combinations.
Impairment of assets
IPGA Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required, IPGA Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets and
the asset’s value in use cannot be estimated to be close to its fair value.
In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of
an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written
down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of
the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation
decrease).
IPGA LIMITED 65
Intangible assets
Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at
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Financial Information the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of
intangible assets are assessed to be either finite or indefinite.
Intangible assets are tested for impairment where an indication of impairment exists, and in the case of indefinite lived intangibles
annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments,
where applicable, are made on a prospective basis.
Income tax
Income tax in the income statement for the year comprises current and deferred tax. Income tax is recognised in the income
statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the comprehensive balance sheet liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not
reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement
of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
Deferred income tax assets, except set out above, are recognised for all deductible temporary difference, carry forward or unused tax
assets and unused tax losses, to the extent that it is probable that the taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax assets and unused tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:
• where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST incurred as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• receivables and payables which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
Balance Sheet.
Commitments and Contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
Leases
Operating lease payments are recognised as an expense in the income statement on a straight line basis over the term of the lease.
Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. The Company’s
property, plant and equipment value consists of the value of the computer hardware it owns, less depreciation, which is depreciated
at the rate of 33% per annum.
Provisions
Provisions are recognised when IPGA Group has a legal, equitable or constructive obligation to make a future sacrifice of economic
benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic
benefits will be required and a reliable estimate can be made of the amount of the obligation.
A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on
or before a reporting date.
Revenue recognition
The principal revenue recognition policies of IPGA Group are:
Agent subscriptions
Revenue from subscriptions received from agents is recognised over the period to which the subscription relates.
66 IPGA LIMITED
Magazine revenue
Revenue from paid advertisements carried in magazines is recognised in the month that the magazine is published.
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Event revenue
Revenue from customers who have paid to exhibit at an event is recognised upon completion of the event.
Interest income
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
Share-based payments
Under AASB 2 “Share-Based Payment”, shares and options issued to employees and Directors as remuneration will be recognised as
an expense over the vesting period in respect of services received, based upon the fair value of shares and options issued at grant
date.
Trade and other payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the
future for goods and services received, whether or not billed to the consolidated entity. Interest, when charged by the lender is
recognised as an expense on an accrual basis. Deferred cash settlements are recognised as the present value of the outstanding
payable on the acquisition of an asset discounted at prevailing commercial borrowing rates.
Trade and other receivables

Trade and other receivables which generally have 30 to 90 day terms are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer
probable. Bad debts are written off when identified.
IPGA LIMITED 67
68 IPGA LIMITED
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Investment Overview
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Investigating Accountants’
Report
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Questions and Answers About an SECTION 10
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Independent Market Report
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Business Overview SECTION 12
Material Contracts
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Risk Factors SECTION 13
Additional Information
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Directors and Senior Management SECTION 14
Glossary
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Corporate Governance Statement SECTION 15
(CGS) Corporate Directory
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The Directors consider that the Contracts described below and elsewhere in this Prospectus are contracts which an investor would
reasonably regard as material and which investors and professional advisors would reasonably expect to find described in this
SECTION 12
Material Contracts Prospectus for the purpose of making an informed assessment of the Offer.
The summaries are, of their nature, brief and indicative and should only be read on that basis. To fully understand the rights and
responsibilities pursuant to the contracts and the nature and extent of these, it would be necessary to undertake a full legal review of
each contact.
The Directors consider each of the contracts summarised below are on commercial arms length terms or on terms and conditions less
favourable to the counter-party than commercial arms length terms.
The following documents constitute the material contracts of the Company:
1. iProperty.com.my Agreement;
2. Webvisions Service Agreement;
3. Share Sale and Purchase Agreement of iProperty Group Asia Pte Ltd between Patrick Grove (Vendor)
and IPGA Limited (Purchaser);
4. Acquisition Agreement of Shares in Ailligent Sdn Bhd between Catcha TV Sdn Bhd (Vendor) and iProperty Group
Asia Pte Ltd (Purchaser);
5. Deed of Assignment between Catcha TV Sdn Bhd (Assignor) and iProperty Group Asia Pte Ltd (Assignee);
6. Share Swap Agreement between Wong Jia Liang, Kong Suet Lee, Kong Sin Leong for shares in Ailligent Sdn Bhd
and Catcha Media Group Pte Ltd for shares in IPGA Limited;
7. Acquisition Agreement of Info-Tools Pte Ltd between Tay Kam Chiew and Tay Kam Kiang (Vendors) and iProperty
Group Asia Pte Ltd (Purchaser);
8. Acquisition Agreement of InvestPH.com between Catcha Media Group (Vendor) and iProperty Group Asia Pte Ltd
(Purchaser);
9. Heads of Agreement between Real Co. Ltd (Vendor) and iProperty Group Asia Pte Ltd (Purchaser) for purchase of
www.real.co.th website;
10. Constitution of IPGA Limited;
11. Corporate Governance Policies and Code Of Conduct;
12. Deeds of Indemnity, Insurance & Access;
13. Patrick Grove Service Agreement;
14. Samuel Weiss Service Agreement;
15. Dato’ Larry Gan Service Agreement;
16. Paul Choiselat Service Agreement;
17. Hugh Morrow Service Agreement;
18. Key Employment Agreements;
19. Lead Manager Agreement with BBY Limited;
20. Loan Agreement between IPGA Limited and CR Media Sdn Bhd.
12.1 iPROPERTY.COM.MY AGREEMENTs

(i) Description: These Agreements set out the standard terms and conditions under which iProperty.com.my (through
Ailligent Sdn Bhd) provides real estate agents with its internet property listings service and magazine property listing services.
(ii) Proprietary Interest: Nothing in these Agreements confer on the real estate agent client any right of property or any
interest in the Company’s services or software.
(iii) Term: The term of each Agreement varies according to the advertising/listings package of each individual real estate agent client.
(iv) Fees: Fees payable by each real estate agent client vary depending on the advertising packages and optional products
requested by the client.
12.2 WEBVISIONS SERVICE AGREEMENT

(i) Description: Under this Agreement dated 6 July 2007, iProperty Group Asia Pte Ltd (the Company) has entered into an
agreement with Webvisions Network Services (M) Sdn Bhd (Webvisions) for Webvisions to provide internet
connectivity services, equipment to provide those services and other technical expertise to advise on connectivity. In
addition Webvisions will provide basic network monitoring 24 hours a day, 7 days per week, and site administration services.
(ii) Term: The Agreement commenced on 6 July 2007 and continues until terminated.
(iii) Termination: Either party may terminate this Agreement on at least 60 days written notice of its right to terminate
this agreement.
(iv) Indemnity: The Company agrees to indemnify and hold Webvisions harmless from any and all claims, losses, damages,
liabilities, judgments or settlements, including reasonable attorney’s fees, costs and other expenses incurred by
Webvisions as a result of any activities conducted by the Company by using the Webvision Services.
(v) Confidentiality: Each party will not make public or disclose to any third party any confidential information without the
prior written consent of the other party.
118 IPGA LIMITED
(vi) Assignment: This Agreement will be binding on the parties, and on their successors and assigns, without regard to
whether it is expressly acknowledged in any instrument of succession or assignment.
SECTION 12
Material Contracts
(vii) Trademark usage: Webvisions may include the name of the Company, their trade marks, logos and/or contact
information in directories of Webvision service subscribers for the purpose of promoting the use of Webvisions services.
The Company grants Webvisions a non-exclusive, royalty-free licence to use, display and reproduce Company trade marks
or service agreements and logos solely in connection with Webvision’s marketing of their services.
(viii) Liability: Webvisions will be liable to iProperty Group Asia Pte Ltd for any network outage greater than 60 continuous
minutes. The maximum entitlement for a claim is capped at MYR10,000 ($3,390) per month.
12.3 SHARE SALE AND PURCHASE AGREEMENT OF

iPROPERTY GROUP ASIA PTE LTD BETWEEN PATRICK
GROVE (VENDOR) AND IPGA LIMITED (PURCHASER)
(i) Description: On 10 July 2007 the Purchaser entered into a Share Sale and Purchase Agreement with the Vendor for the
total issued share capital in iProperty Group Asia Pte Ltd.
(ii) Consideration: The consideration payable to Patrick Grove was SGD2.00 ($1.53).
(iii) Conditions: Entry into the sale and purchase was conditional on:
• All Vendor warranties remaining true and accurate;
• All necessary regulatory consents being obtained;
• Neither party being the subject of a Court order, directive or injunction restraining the transaction.
(iv) Warranties: The Vendor has provided warranties which are usual and customary for a transaction of this nature.
12.4 SHARE SALE AND PURCHASE AGREEMENT OF SHARES

IN AILLIGENT SDN BHD BETWEEN CATCHA TV SDN
BHD (VENDOR) AND iPROPERTY GROUP ASIA PTE
LTD (PURCHASER)
(i) Description: On 10 July 2007 the Purchaser entered into a Share Sale and Purchase Agreement with the Vendor for the
purchase of 80% of the issued share capital in Ailligent Sdn Bhd.
(ii) Consideration: The consideration payable to Catcha TV Sdn Bhd was SGD1.00 ($0.76).
(iii) Conditions: Entry into the sale and purchase was conditional on:
• All Vendor warranties remaining true and accurate;
• Neither party being the subject of a Court order, directive or injunction restraining the transaction.
(iv) Warranties: The Vendor has provided warranties which are usual and customary for a transaction of this nature. In
addition the parties have entered into a separate Deed of Assignment (see item 12.5 below) for assignment to the
Purchaser for the warranties provided by the original vendors of Ailligent Sdn Bhd.
12.5 DEED OF ASSIGNMENT BETWEEN CATCHA TV SDN

BHD (ASSIGNOR) AND iPROPERTY GROUP ASIA PTE
LTD (ASSIGNEE)
(i) Description: To better protect the Assignee’s rights in relation to the purchase of Ailligent shares described in section
12.4 above, the Assignee entered into this Deed of Assignment with Catcha TV Sdn Bhd for the benefit of the warranties
provided by the original Vendors of the Ailligent shares. These warranties were provided under a share sale and purchase
agreement dated 28 February 2007. This Deed of Assignment is dated 16 July 2007.
(ii) Assignment: With effect from the date of the Deed, the Assignor has agreed to assign the rights, interests and benefits
of the warranties to the Assignee. In the event any of those warranties cannot be assigned, the Assignor agrees to hold
those warranties on trust for the benefit of the Assignee.
(iii) Warranties: The Warranties the subject of this Deed, are usual and customary for a share sale agreement.
IPGA LIMITED 119
12.6 SHARE SWAP AGREEMENT FOR REMAINING SHARES
SECTION 12
Material Contracts
IN AILLIGENT SDN BHD BETWEEN WONG JIA LIANG,
KONG SUET LEE, KONG SIN LEONG AND CATCHA
MEDIA GROUP PTE LTD
(i) Description: By an Agreement dated 25 June 2007, Wong Jia Liang, Kong Suet Lee, Kong Sin Leong agreed to swap a
collective 20% holding in Ailligent Sdn Bhd (Ailligent) for shares in IPGA Limited (following incorporation of IPGA
Limited) owned by Catcha Media Group.
(ii) Share Swap: As consideration for the 20% interest in the shareholding of Ailligent, Catcha agreed to swap that number
of shares in IPGA equivalent to the value of 9.76% of the total shareholding prior to any issue of shares to any other
party post incorporation of IPGA Limited and prior to the opening of this Offer.
(iii) Warranties: The usual and customary warranties from a vendor transferring shares under an such agreement are
applicable.
(iv) Escrow: Wong Jia Liang, Kong Suet Lee and Kong Sin Leong all agreed those shares in IPGA Limited will be subject to a
voluntary two year escrow restriction.
12.7 ACQUISITION AGREEMENT OF INFO-TOOLS PTE LTD

BETWEEN TAY KAM CHIEW AND TAY KAM KIANG
(VENDORS) AND iPROPERTY GROUP ASIA PTE LTD
(PURCHASER)
(i) Description: On 5 June 2007, iProperty Group Asia Pte Ltd entered into an Agreement to purchase the entire issued
share capital of Info-Tools Pte Ltd from Tay Kam Chiew and Tay Kam Kiang.
(ii) Consideration: The total consideration payable at the agreed exchange rate of 1.3042 Singapore Dollars to
1 Australian dollar is SGD5,000,000 ($3,816,794) satisfied partly by cash of SGD2,000,000 ($1,533,507) and partly by
the allotment and issue of shares in IPGA Limited to the value of SGD3,000,000 ($2,300,260) at the Issue Price of $0.25
(9,201,043 shares).
The consideration is payable in two equal tranches:
1. 7 days from the first day of trade of IPGA Limited shares on the ASX; and
2. 14 days from receipt of Info-Tools Pte Ltd’s accounts for the financial year ending 31 December 2007 by the
Purchaser, contingent on Info-Tools Pte Ltd achieving a net cash inflow of SGD250,000 ($190,840) for
that year, with the second consideration tranche to be adjusted downwards in proportion to any shortfall.
This tranche will be held in escrow by the Vendors’ solicitor until due.
(iii) Completion: Completion of the Agreement is conditional on the following:
• Satisfactory due diligence by both parties;

• Vendors’ warranties remaining true, accurate and not misleading in all respects at completion;
• No Court order, directive or injunctions being received restraining either party from entry into the transaction;
• No adverse change in the operations of either Info-Tools Pte Ltd or iProperty Group Asia Pte Ltd between
signing of the Agreement and completion;
• The Vendors being furnished with a copy of the written confirmation from ASX that IPGA Limited will be
admitted to the Official List of the ASX.
(iv) Termination: The Vendors may terminate this Agreement if IPGA Limited is not admitted to the Official List of the ASX
within six months from 13 March 2007.
(v) Warranties: The usual and customary warranties of a vendor under a share sale and purchase agreement are included.
(vi) Employment: The Agreement is subject to Tay Kam Chiew and Tay Kam Kiang entering into employment agreements
with Info-Tools Pte Ltd.
120 IPGA LIMITED

12.8 ACQUISITION AGREEMENT OF INVESTPH.COM
SECTION 12
Material Contracts
BETWEEN CATCHA MEDIA GROUP (VENDOR) AND
iPROPERTY GROUP ASIA PTE LTD (PURCHASER)
(i) Description: By way of Business Sale Contract dated 12 July 2007, the Vendor agreed to sell the business, marketing,
sale and development of the Internet website www.investph.com to the Purchaser.
(ii) Consideration: The Purchase Price is payable in three tranches as follows:

• USD20,000 ($23,585) on or before 12 September 2007;
• USD15,000 ($17,689) on or before 22 December 2007; and
• USD15,000 ($17,689) on or before 22 June 2008.
(iii) Warranties: The Vendor has agreed to assign to the Purchaser all of its rights, interests and benefits of the warranties
provided by the original owners of the business (Geronesoft) under the Sale Agreement between the Vendor and
Geronesoft dated 22 June 2007. The warranties provided under the Geronesoft agreement are usual and customary for a
transaction of this nature. In the event any of those warranties cannot be assigned to the Purchaser, the Vendor must
hold them on trust for the benefit of the Purchaser.
(iv) Obligations: By way of a separate agreement between the parties dated 17 July 2007, the Purchaser has agreed to
meet a specific obligation of the Vendor under the Sale Agreement between the Vendor and Geronesoft. This obligation is
the provision to Geronesoft of advertising credits (being use of advertising space on the InvestPh.com website) in the
event there are no paying customers using that existing advertising space. This liability is capped at USD250,000
($294,811) in value of advertising credits and must be used within three years of the date of the agreement between the
Vendor and Geronesoft.
12.9 HEADS OF AGREEMENT BETWEEN REAL CO. LTD

(VENDOR) AND iPROPERTY GROUP ASIA PTE LTD
(purchaser) FOR PURCHASE OF WWW.REAL.CO.TH
WEBSITE
(i) Description: This Heads of Agreement dated 10 July 2007 summarises the key terms between the parties in respect of
the acquisition by iProperty Group Asia Pte Ltd of the website business hosted at URL www.real.co.th.
(ii) Consideration: The Purchaser will pay the Vendor USD35,000 ($41,273).
(iii) Conditions: The Agreement is subject to the negotiation and completion of:
• A formal Sale and Purchase Agreement;
• A financial and legal due diligence on the business; and
• Incorporation of a Thailand company to be the registered owners of URL www.real.co.th.
12.10 CONSTITUTION OF IPGA LIMITED

The Constitution of the Company is effectively a contract between the Company and each member, the Company and each Director
and between a member and each other member pursuant to s.140 of the Corporations Act. Investors who take up Shares under this
Offer will be bound by the Constitution of the Company and will agree to observe and perform provisions of the Constitution and
any regulations or by-laws which may be made thereunder.
The significant aspects of the Constitution are as follows:
• Clause 2.2 of the Constitution relevantly provides:

That if the Company is admitted to the Official List of the ASX, the following clauses will apply:
– Notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act will
not be done.
– Nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done.
– If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be
done (as the case may be).
– If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, this
Constitution is deemed to contain that provision.
– If the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this
Constitution is deemed not to contain that provision.
– If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not
to contain that provision to the extent of the inconsistency.
• The number of Directors of the Company will not be less than three and will not be more than nine.
IPGA LIMITED 121
• Subject to the Constitution, a holder of ordinary Shares in the Company will be entitled to be present at any meeting and to vote
in respect of those ordinary Shares and every Shareholder present will be entitled by a show of hands, to one vote or on a poll
SECTION 12
Material Contracts to one vote for each Share held by that Shareholder (except in the case of partly paid shares, the Shareholder will be entitled to a
fraction of a vote equivalent to the proportion which the amount paid out bares to the total issue price).
12.11 CORPORATE GOVERNANCE ARRANGEMENTS

12.11.1 Continuous Disclosure Policy
The Company has adopted a Continuous Disclosure Policy to ensure it complies with its continuous disclosure obligations
once listed on the ASX. The aims of this policy are to assess new information and co-ordinate any disclosure or releases
to the ASX, or any advice required in relation to that information, in a timely manner . The Company will educate its
employees regarding the Continuous Disclosure Policy to ensure that employees, consultants, associated entities and
advisers of the Company understand their obligation to bring material information to the attention of the Chairman of
the Board.
12.11.2 Shareholder Communications Policy

The Company has adopted a Shareholder Communication Policy. The Policy reflects the Board’s requirement that
shareholders be fully informed about the Company and that shareholders should have access to the latest information
available in a timely manner. The Company will also ensure that all shareholders have a right to participate in the affairs
of the Company and in particular to encourage their attendance at and to ask and have answered relevant questions
at general meetings of the Company. The Company will use its best endeavours to ensure that any correspondence or
enquires from shareholders are answered promptly and shareholders will be kept informed of all significant developments
in the affairs of the Company.
12.11.3 Share trading policy

The Company has adopted a Share Trading Policy. The Policy reflects the Board’s requirement that trading in Shares
by Directors, senior managers and executives be restricted to certain specified trading windows. The Company will
educate its employees regarding the Share Trading Policy and the importance of adhering to trading windows to ensure
compliance with the insider trading provisions of the Corporations Act.
12.11.4 code of conduct

The Company has adopted a Code of Conduct. The Code stipulates that the Company, its Directors, employees, contractors
and consultants will operate within accepted corporate ethical standards and in compliance with its legal and regulatory
obligations. It provides that the Directors will use the power of their office only for proper purposes and discharge their
duties in good faith and act honestly. All Directors must disclose to the Board any actual or potential conflicts of interest
that may exist or might reasonably be thought to exist between the interest of the Director and the interests of any other
parties in carrying out the activities of the Company.
12.12 DEED OF INSURANCE, INDEMNITY AND ACCESS

The Company has executed a Deed of Insurance, Indemnity and Access with each Director. In summary each Deed provides:
• an ongoing indemnity (to the extent permitted by law), to the Director against liability incurred by a Director in or
arising out of the conduct of the business of the Company, in or arising out of the discharge of duties of the Director;
• that the Company will maintain an insurance policy (to the extent permitted by law) for the benefit of the Director
which ensures the Director against liability for acts or omissions of the Director in the Director’s capacity (or former
capacity) as a Director of the Company;
• the Director with a limited right of access to Board Papers relating to the period during which the Director held office
as a Director of the Company in a way in which relieves the Director from the burden of obtaining copies of all Board
Papers provided to the Director during that period which the Director holds office.
12.13 PATRICK GROVE SERVICE AGREEMENT

(EXECUTIVE DIRECTOR AND CHAIRMAN)
By an Agreement dated 26 June 2007 between the Company and Patrick Grove, Grove has agreed to provide services to the Company
as an Executive Director and Chairman to the Company (Grove Services). The appointment continues until such time as Grove is
either removed as a Director or resigns. In consideration of the provision to the Company of the Grove Services, the Company has
agreed to pay to Grove the remuneration of $1.00 per annum which may be increased by written agreement from time to time
(subject to Board and Shareholder Approval).
122 IPGA LIMITED

12.14 SAMUEL WEISS SERVICE AGREEMENT
SECTION 12
Material Contracts
(NON-EXECUTIVE DIRECTOR)
By an agreement dated 1 August between the Company and Samuel Weiss (Weiss), Weiss has agreed to provide services to the
Company as a Non-Executive Director (Weiss Services). The term of the Agreement commences on the date of the Agreement and ends
when either Weiss is removed (which includes the circumstances under which the Director is not re-elected) or resigns as a Director.
In consideration of the appointment, IPGA will pay the Director or an entity nominated by the Director, the following director’s
remuneration:
(i) $40,000 plus GST and superannuation for the Director’s first year of appointment ($20,000 payable in cash and $20,000
comprised of 80,000 issued IPGA shares at the issue price of $0.25);
(ii) $60,000 plus GST and superannuation for the Director’s second year of appointment ($20,000 payable in cash and
$40,000 comprised of 160,000 issued IPGA shares at the issue price of $0.25); and
(iii) an amount per year from the commencement of the Director’s third year of appointment that is determined in
accordance with ASX Listing Rule 10.17 and agreed between the Directors.
In year 3 onwards, during the Director’s appointment, remuneration will be paid as follows:
(iv) 100% in the form of cash payable monthly in arrears; or
by agreement between IPGA and the Director, subject to the Listing Rules of the ASX and the provisions of the
Corporations Act 2001:
(v) 50% in the form of cash payable monthly in arrears; and

(vi) 50% in the form of securities being either options or shares on terms agreed.
12.15 DATO’ LARRY GAN SERVICE AGREEMENT

By an agreement dated 1 August 2007 between the Company and Dato’ Larry Gan (Gan), Gan has agreed to provide services to the
Company as a Non-Executive Director (Gan Services). The term of the Agreement commences on the date of the Agreement and ends
when either Gan is removed (which includes the circumstances under which the Director is not re-elected) or resigns as a Director.
In consideration of the appointment, IPGA will pay the Director or an entity nominated by the Director, the following director’s
remuneration:
by agreement between IPGA and the Director, subject to the Listing Rules of the ASX and the provisions of the
Corporations Act 2001:

12.16 PAUL CHOISELAT SERVICE AGREEMENT

By an agreement dated 1 August between the Company and Paul Choiselat (Choiselat), Choiselat has agreed to provide services to the
Company as a Non-Executive Director (Choiselat Services). The term of the Agreement commences on the date of the Agreement
and ends when either Choiselat is removed (which includes the circumstances under which the Director is not re-elected) or resigns
as a Director. In consideration of the appointment, IPGA will pay the Director or an entity nominated by the Director, the following
director’s remuneration:
IPGA LIMITED 123
SECTION 12
Material Contracts (iv) 100% in the form of cash payable monthly in arrears; or
by agreement between IPGA and the Director, subject to the Listing Rules of the ASX and the provisions of the Corporations Act 2001:

12.17 HUGH MORROW SERVICE AGREEMENT

By an agreement dated 1 August between the Company and Hugh Morrow (Morrow), Morrow has agreed to provide services to the
Company as a Non-Executive Director (Morrow Services). The term of the Agreement commences on the date of the Agreement
and ends when either Morrow is removed (which includes the circumstances under which the Director is not re-elected) or resigns
as a Director. In consideration of the appointment, IPGA will pay the Director or an entity nominated by the Director, the following
director’s remuneration:
(ii) $60,000 plus GST and superannuation for the Director’s second year of appointment ($20,000 payable in cash and $40,000
comprised of 160,000 issued IPGA shares at the issue price of $0.25); and
(iii) an amount per year from the commencement of the Director’s third year of appointment that is determined in accordance
with ASX Listing Rule 10.17 and agreed between the Directors.
by agreement between IPGA and the Director, subject to the Listing Rules of the ASX and the provisions of the Corporations
Act 2001:

12.18 KEY EMPLOYMENT AGREEMENTS

12.18.1 Patrick Grove – Executive Chairman
(i) Employer: iProperty Group Asia Pte Ltd.
(ii) Remuneration: S$1.00 ($0.76) per annum which may be increased following an annual review of work
performance. Should there be a change in control of either the Employer or IPGA Limited, the Employee’s
remuneration will be immediately reviewed.
(iii) Term: Until 18 July 2009, with a notice period of six months.
(iv) Termination: The Employer must not terminate the Employment Agreement unless the Employer has
complied with (a), (b) or (c):
(a) the Employer has given the Employee the required period of notice, being six months; or
(b) the Employer has paid remuneration in lieu of notice; or
(c) the Employee is guilty of serious misconduct, that is, misconduct of such a nature that it would be
unreasonable to require the Employer to continue the employment of the Employee during the required
period of notice.
In the event there is a change in control of the Employer or IPGA Limited, the Employee may terminate the
Agreement by providing three months notice.
12.18.2 Kensuke Tsurumaru – Chief Executive Officer

(i) Employer: iProperty Group Asia Pte Ltd
(ii) Remuneration: MYR180,000 ($61,017) before tax per annum.
(iii) Term: Until 18 July 2010, with a notice period of six months.
(iv) Termination: The Employer must not terminate the Employment Agreement unless the Employer has
complied with (a), (b) or (c):
124 IPGA LIMITED
(a) the Employer has given the employee the required period of notice, being six months; or
(b) the Employer has paid remuneration in lieu of notice; or
SECTION 12
Material Contracts
(c) the Employee is guilty of serious misconduct, that is, misconduct of such a nature that it would be
unreasonable to require the Employer to continue the employment of the Employee during the required
period of notice.
In the event there is a change in control of the Employer or IPGA Limited, the Employee may terminate the
Agreement by providing three months notice
12.19 lead manager AGREEMENT

WITH BBY LIMITED
(i) Description: This is a letter of engagement appointing BBY Limited to undertake, arrange and manage this Offer. BBY
will perform services for the Company in connection with the transaction as is customary and appropriate including
advising on the structure of the IPO including the terms and offer price, advice on the disclosure document, due diligence,
discussions with ASIC, market sentiment and impact of the IPO, presentation and marketing to potential investors,
allocation of the offer securities, the Company’s capital structure and administrative aspects.
(ii) Fees: BBY will charge a management fee of 1% of the Gross Proceeds of the IPO. BBY will also charge a selling fee of 5%
of the Gross Proceeds. Gross Proceeds is the number of offer securities issued in the IPO multiplied by the offer price.
(iii) Expenses: The Company will be responsible for broker stamping fees and the Company agrees to reimburse BBY for all
reasonable travel including business class air travel and other out of pocket expenses including accommodation, road
show costs, reasonable legal fees, third party disbursements and fees properly incurred in relation to the engagement to
a total of $15,000.00. The Company will be responsible irrespective of the IPO proceeding for accountant’s costs, costs
invoices by other advisors, publication and printing costs and costs incurred in conducting the road shows.
(iv) Indemnity: The Company indemnifies and holds harmless BBY from any claim against BBY including legal fees on a full
indemnity basis subject to wilful default, fraud or negligence of BBY.
(v) Termination: This engagement may be terminated with or without causes by either party on seven days written notice
to the other.
12.20 loan agreement between ipga limited and

cr media sdn bhd
CR Media Sdn Bhd (subsidiary of CMG) has lent the Company a total of $50,000 from 3 August 2007 which is repayable on the earlier
to occur of the date which is the fifth business day following the first trading day of IPGA Shares on the ASX or 1 November 2007. The
loan is interest-free and unsecured. Under the Agreement the Company indemnifies CMG against the costs involved in preparation,
execution and stamping of the Agreement and its enforcement, in the event of default by the Company.
The loan facility is for the sole purpose of paying the ASX listing fees.
IPGA LIMITED 125

126 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 127

Incorporation
The Company was incorporated in Queensland on 26 June 2007.
SECTION 13
Share Capital
As at the date of this Prospectus, the share capital of the Company was as follows:
shares %
Catcha Media Group (CMG) and Employees 60,821,310 89.83
Ailligent Sdn Bhd Vendors 6,578,190 9.72
IPGA Limited Directors (or nominees) (1) 310,000 0.5
Total 67,709,500 100

(1)
Director Share allocation pursuant to Director Service Agreements – See Sections 12.13 -12.17.
Restructure Steps
The Company was incorporated with share capital of 100 ordinary shares issued to CMG. Since incorporation of the Company, the
following changes have occurred to the Company’s issued and fully paid share capital:
• On 10 July 2007 the Company acquired iProperty Group Asia Pte Ltd for consideration of SGD2.00 ($1.53);
• By resolution of the Company dated 12 July 2007, the issued share capital of 100 Ordinary Shares was subdivided into
67,399,500 Ordinary Shares;
• On or about 13 July 2007, CMG transferred 280,000 Ordinary Shares to employees of CMG;
• On 13 July 2007, CMG transferred the following Ordinary Shares in IPGA Limited to the vendors of Ailligent Sdn Bhd:
– Kong Sin Leong – 1,315,638 Ordinary Shares;

– Wong Jia Liang – 2,631,276 Ordinary Shares;
– Kong Suet Lee – 2,631,276 Ordinary Shares.
• On 2 August 2007, the Company issued 310,000 Ordinary Shares to Directors pursuant to Director Service Agreements.
Rights Attaching to Shares

Set out below is a summary of the rights, liabilities, privileges and restrictions under the Constitution that will attach to the Shares of
the Company, including the new Shares offered under this Prospectus. This summary does not purpose to be exhaustive or to constitute
a definitive statement of the rights and liabilities of the Company Shareholders under the Constitution. The Constitution is consistent
with the ASX Listing Rules. The Company’s Constitution is subject to the ASX Listing Rules in all respects while the Company maintains
its listing on the ASX.
Meeting and Voting

Each Shareholder will be entitled to receive notice of, and attend and vote at, general meetings of the Company. At a general
meeting, every Shareholder present in person or by proxy, representative or attorney will have one vote on a show of hands
and, on a poll, one vote for each Share held.
Notices
Each Shareholder is entitled to receive all notices, accounts and other documents required to be given to shareholders under
the Constitution of the Company, the Corporations Act and the ASX Listing Rules.
Winding Up
On a winding up of the Company, Shareholders will participate in any separate assets of the Company in proportion, as
nearly as may be, to the capital paid up on the Shares held by them respectively at the commencement of the winding up.
Transfer of Shares
A Shareholder may transfer Shares by a proper SCH Transfer or an instrument in writing in any usual form or in any form
approved by the Directors or ASX. The Directors of the Company may refuse to register any transfer of Shares other than
a proper SCH Transfer as defined in the Corporations Act, where permitted by ASX Listing Rules or where it is not in a
registrable form. The Company must not refuse to register or give effect to or delay or in any way interfere with a proper
SCH Transfer of Shares or other securities. Subject to ASX Listing Rules and SCH Business Rules, while the Company is a
listed company, the Board may suspend the registration of transfer at such time and for such periods, not exceeding 30 days
in a year as they see fit.
Dividends
The profits of the Company which the Directors made from time to time, elect to distribute by way of dividends are divisible
amongst the holders of Shares equally on the Shares in respect of which the dividend is paid.
Alteration to the Constitution

The Constitution can only be amended by special resolution passed by at least 75% of shareholders and voting at a general
meeting. At least 28 days written notice specifying the intentions to propose the resolution as a special resolution must be
given. Copies of the Company’s Constitution are available for inspection at the registered office of the Company.
128 IPGA LIMITED

Taxation
The acquisition and disposal of Shares in IPGA will have tax consequences, which will differ depending on the individual financial
SECTION 13
affairs of each shareholder. Potential investors in IPGA are urged to take independent financial advice about the consequences of
acquiring Shares from a taxation viewpoint and generally.
To the maximum extent permitted by law, IPGA, its current and proposed officers and each of their respective advisors accept no
responsibility with respect to the taxation consequences of subscribing for new Shares under this Prospectus.
Company Tax Status

The Directors expect that the Company will be taxed in Australia as a public company.
Interest and Remuneration of Directors

Under IPGA’s Constitution, the Directors will be paid as remuneration for their ordinary services as Directors a fixed sum to be
divided amongst them in such proportion and manner as the Directors agree and, in default of agreement, equally. The total
aggregate amount that may be paid to the Directors is currently set at $240,000 per annum.
At the date of this Prospectus, the Directors and their related entities hold, or intend to apply for in the Offer, the following Shares
(excluding Shares issued as part of the Director’s remuneration packages):
name of director No. of Shares Held Issue date Beneficially Held (Y/N)
Patrick Grove 60,541,329* 26 June 2007 N

Dato’ Larry Gan - - -
Paul G Choiselat 11,587,200** 4 September 2007*** N
Samuel Weiss - - -
Hugh Morrow - - -
*
Patrick Grove is a Director and major shareholder of CMG, IPGA’s largest shareholder. Patrick Grove holds
approximately 47% of the shareholding in CMG and CMG will hold approximately 60% of the shareholding in
IPGA on completion of this Offer.
**
Paul Choiselat is a director of Beconwood Pty Ltd (wholly owned by Beconwood Securities Pty Ltd) which
intends to take up 11,587,200 Shares under the Offer, representing approximately 11.36% of the shareholding
in IPGA on completion of the Offer. Paul Choiselat is a director of Beconwood Securities Pty Ltd and owns 50%
of its issued capital.
***
Expected issue date.
The following remuneration is payable to each Director:
director year of Total Distribution of Fees equity

employment Director Fees cash equity component
Patrick Grove 1st $1

2nd $1
Dato’ Larry Gan 1st $40,000 $20,000 $20,000 The equity component is
likely to be subject to ASX
escrow for a period of up
to 24 months
2nd $60,000 $20,000 $40,000
Paul Choiselat 1st $40,000 $20,000 $20,000 The equity component is

to 24 months
2nd $60,000 $20,000 $40,000
The equity component is
Samuel Weiss 1st $40,000 $20,000 $20,000 likely to be subject to ASX
to 24 months
2nd $60,000 $20,000 $40,000
Hugh Morrow 1st $35,000 $17,500 $17,500 The equity component is

to 24 months
2nd $60,000 $20,000 $40,000
The Company has agreed with the Non-Executive Directors to apply 50% of their Directors’ Fees to subscribe for Shares at the Issue
Price (see Section 12.14 – 12.17 for details).
ASX Waivers and Exemptions

The Company has applied to ASX for approval of a waiver of Listing Rule 10.11 in connection with the issue of shares to Dato’ Larry
Gan, Paul Choiselat, Samuel Weiss and Hugh Morrow without shareholder approval.
Disclosure of the outcome of the waiver application will be made on the ASX Company Announcements Platform prior to the
commencement of trading of the Shares on the ASX.
IPGA LIMITED 129

Transactions with Directors and Executives
SECTION 13
Additional Information Patrick Grove
• Chairman, Non-Independent and Executive Director;
• an entitlement to participate as an Existing Shareholder in the Offer;
• an ability as a Director to direct allocation of Shares in the Offer;
• major shareholder (current shareholding approximately 47%) and Director of CMG (the major shareholder of IPGA
Limited, which will hold approximately 60% on completion of this Offer).
Dato’ Larry Gan

• Independent Non-Executive Director
• an ability as a Director to direct allocation of Shares in the Offer.
Paul G Choiselat
• Non-Independent Non-Executive Director;
• an ability as a Director to direct allocation of Shares in the Offer;
• Director and shareholder of Beconwood Securities Pty Ltd (current shareholding approximately 50%), which intends to
apply for 11,587,200 shares as part of the Offer.
• Director and shareholder of Beconwood Corporate Finance Pty Ltd which has agreed with the Sponsoring Broker to
assist in the sale of the Offer
Samuel Weiss
• Independent Non-Executive Director;
• an ability as a Director to direct allocation of Shares in the Offer
Hugh Morrow
• Independent Non-Executive Director;
• an ability as a Director to direct allocation of Shares in the Offer.
Kensuke Tsurumaru
• Chief Executive Offer;
• Shareholder (current shareholding approximately 17%) of CMG.
Related Party Transactions

The following are ‘related parties’ of IPGA Limited as that term is defined in Section 228 of the Corporations Act:
– CMG is a related party of IPGA Limited as it is the major shareholder holding approximately 60% of Shares after the
issue of Shares offered under this Prospectus;
– Catcha TV Sdn Bhd is a related party of IPGA Limited as it is a wholly owned by CMG;
– Patrick Grove and Kensuke Tsurumaru are related parties of IPGA Limited as both are Directors of CMG. Patrick
Grove is also a Director of Catcha TV Sdn Bhd. Patrick Grove has a controlling interest in both entities (see Interests
and Remuneration of Directors above).
IPGA Limited and its wholly-owned subsidiary, iProperty Group Asia Pte Ltd, have entered into the following transactions with CMG,
Catcha TV Sdn Bhd and Patrick Grove, all of which the Independent Directors of IPGA Limited consider to be on commercial arms length
terms or on terms less favourable to the counter-party than commercial arms length terms:
• Share Sale and Purchase Agreement of iProperty Group Asia Pte Ltd between Patrick Grove (Vendor) and IPGA Limited
(Purchaser) – see section 12.3 for further details;
• Acquisition Agreement of Shares in Ailligent Sdn Bhd between Catcha TV Sdn Bhd (Vendor) and iProperty Group Asia
Pte Ltd (Purchaser) – see section 12.4 for further details;
• Share Swap Agreement between Wong Jia Liang, Kong Suet Lee, Kong Sin Leong for shares in Ailligent Sdn Bhd and
Catcha Media Group Pte Ltd for shares in IPGA Limited – see section 12.6 for further details;
• Acquisition Agreement of InvestPH.com between Catcha Media Group (Vendor) and iProperty Group Asia Pte Ltd
(Purchaser) – see section 12.8 for further details;
• Employment Agreement with Patrick Grove – see Section 12.18 for further details;
• Employment Agreement with Kensuke Tsurumaru – see Section 12.18 for further details.
• Loan Agreement with CR Media Sdn Bhd – see Section 12.20 for further details.
Fees and Commissions
Expenses of the Public Offer

It is anticipated that the cash expenses of the Public Offer will be approximately $1,140,000. These expenses include the cost of the
Independent Accountants’ Report, general capital raising fees and costs, legal fees, share registry fees, accounting fees, ASX fees, printing
and administrative costs.
130 IPGA LIMITED

Fees and commissions will be paid in connection with the Offer as follows:
SECTION 13
nature of fee $
Commissions to Brokers 450,000

ASX / ASIC Fees 50,000
Legal Fees 150,000
Accounting Fees 400,000
Share Registry Fees 5,000
Independent Reports 15,000
Printing and Associated Costs 20,000
Insurance 45,000
Miscellaneous Expenses 5,000
TOTAL 1,140,000
Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus:
a. no person named in this Prospectus as performing a function in a professional, advisory or other capacity in
connection with the preparation or distribution of the Prospectus, any promoter of the Company or broker to the Issue,
holds, or held at any time during the 2 years before lodgement of this Prospectus with the ASIC, any interest in:
(i) the formation or promotion of the Company;
(ii) property acquired or proposed to be acquired by the Company in connection with its
formation or promotion or in connection with the Offer; or
(iii) the Offer; and
b. no amounts have been paid or agreed to be paid, and no benefits have been given or agreed to be given, to any
of those persons in connection with the formation or promotion of the Company or the Offer.
Deloitte Touche Tohmatsu has prepared the Investigating Accountants’ Report on Pro Forma Historical Financial Information included
in Section 9. The Company estimates it will pay Deloitte Touche Tohmatsu approximately $100,000 (excluding GST) for such services
to the date of this Prospectus. Further amounts may be paid to Deloitte Touche Tohmatsu in accordance with its time-based charges.
Deloitte Corporate Finance Pty Limited has prepared the Independent Review of Directors’ Forecast Financial Information included in
Section 10. The Company estimates it will pay Deloitte Corporate Finance Pty Limited approximately $300,000 (excluding GST) for
such services to the date of this Prospectus. Further amounts may be paid to Deloitte Corporate Finance Pty Limited in accordance
with its time-based charges.
BBY Limited has acted as Lead Manager to the Offer. The Company estimates it will pay BBY Limited a Lead Manager fee of
$450,000. During the 24 months preceding lodgement of this Prospectus with the ASIC, BBY Limited has not received any other fees
from the Company.
Home Wilkinson Lowry has acted as the lawyers to the Company in relation to the Offer and has been involved in due diligence
enquiries on legal matters. The Company estimates it will pay Home Wilkinson Lowry approximately $150,000 for these services.
Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this
Prospectus with the ASIC, Home Wilkinson Lowry has not received any other fees for legal services.
Frost & Sullivan has prepared an Independent Market Report, included in Section 11. The Company paid Frost & Sullivan
approximately $13,000 for this report. During the 24 months preceding lodgement of this Prospectus with the ASIC, Frost & Sullivan
have not received any other fees from the Company.
Consents
Written consents to the issue of this Prospectus have been given and at the date of this Prospectus have not been withdrawn by the
following parties:
• Home Wilkinson Lowry has given and, before lodgment of this Prospectus, has not withdrawn its consent to be named
as lawyers to the Offer in the form and context in which it is named. Home Wilkinson Lowry specifically disclaims
liability to any person in the event of any omission from, or any false or misleading statement included elsewhere
in this Prospectus. While Home Wilkinson Lowry has provided advice to the Directors in relation to the issue of this
Prospectus and the conduct of due diligence enquiries by the Company and the Directors, Home Wilkinson Lowry has
not authorised or caused the issue of this Prospectus and takes no responsibility for any part of the Prospectus other
than references to its name.
• Deloitte Touche Tohmatsu has given, and not withdrawn prior to the lodgement of this Prospectus with ASIC, its written
consent to the inclusion of its Investigating Accountants’ Report on Pro Forma Historical Financial Information in
Section 9, and to be named in this Prospectus in the form and context in which it is named. Deloitte Touche Tohmatsu
expressly disclaims and takes no responsibility for any part of this Prospectus, other than its Investigating Accountants’
Report and all references to that report or that information.
Deloitte Corporate Finance Pty Limited has given, and not withdrawn prior to the lodgement of this Prospectus with ASIC,
its written consent to the inclusion of its Review of Forecast Financial Information in Section 10, and to be named in this
Prospectus in the form and context in which it is named. Deloitte Corporate Finance Pty Limited expressly disclaims and
takes no responsibility for any part of this Prospectus, other than its Review of Forecast Financial Information and all
references to that report or that information.
IPGA LIMITED 131

• BBY Limited has given and has not, before lodgement of this Prospectus, withdrawn its consent to being named as
Corporate Adviser to the Offer in the form and context in which it is named. BBY Limited specifically disclaims
SECTION 13
Additional Information liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in
this Prospectus. While BBY Limited has provided advice to the Directors in relation to the issue of this prospectus and
the conduct of due diligence enquiries by the Company and the Directors, BBY Limited has not authorised or caused the
issue of this Prospectus and takes no responsibility for any part of the Prospectus other than references to its name.
• Frost & Sullivan has given and, as at the date of this Prospectus, has not withdrawn its written consent to be named in
this Prospectus in the form and context in which it is named.
• Registries Limited has given and, as the date of this Prospectus, has not withdrawn its written consent to be named as
the Share Register in the form and context in which it is named.
Tax File Numbers

An applicant for Shares is not obliged to quote his or her Tax File Number (TFN), however, in cases where no TFN is quoted IPGA
must deduct tax from any dividend payable, to the extent they are not franked at the top personal margin rate plus Medicare Levy,
which presently amounts to 48.5% in aggregate. There are special rules for the quotation or non-quotation of TFN applying to
different categories of investors such as non-residents of Australia, tax exempt bodies, joint holders and other special categories.
Applications by individuals, companies, partnerships, trustees, superannuation funds and approved deposit funds are largely
unaffected by any special rules and therefore may quote a TFN by simply completing the TFN details on the application form.
The above does not purport to be an exhaustive statement of the law relating to TFNs and is provided as a guide only. If you are in
any doubt, please consult your accountant, lawyer or taxation consultant.
Taxation Obligations
The taxation obligations and the effects of the participation in this Offer can vary depending upon the circumstances of each individual
investor, particular circumstances relating to his or her holding of securities and the taxation laws applicable to investors of residents
of different jurisdictions. Investors who are in doubt as to their taxation position should seek professional advice. It is solely the
responsibility of the individual applicant to inform themselves of their taxation position resulting from participation in this Offer.
The above does not purpose to be an exhaustive statement of the law relating to TFNs and is provided as a guide only. If you are in
any doubt, please consult your accountant, lawyer or taxation consultant.
Litigation
As at the date of this Prospectus, the Company and its subsidiaries are not involved in any material legal proceedings and the
Directors are not aware of any material legal proceedings pending or threatened against the Company or its subsidiaries.
Electronic Prospectus
Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow
distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and
the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain
conditions.
If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus
accompanied by the relevant Application Form. If you have not, please contact the Company using the contact details set out in
this Prospectus and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.
Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.ipgalimited.com.
The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person
was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant
supplementary or replacement prospectus or any of those documents were incomplete or altered.
Taxation Consideration
The acquisition and disposal of securities in the Company will have tax consequences, which will differ depending on the individual
financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the
consequences of acquiring securities from a taxation viewpoint and generally.
To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and
responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
Prospectus Authorisation
This Prospectus is authorised by each Director of the Company who consents to its lodgement with the ASIC and its issue.
Signed on behalf of the Directors of the Company.
Patrick Grove
Executive Chairnan
IPGA Limited (ACN 126 188 538)
132 IPGA LIMITED
IPGA LIMITED 133

134 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 135

$A or A$ or $
Australian dollars
SECTION 14
Glossary AEST
Australian Eastern Standard Time
Applicant
A person who applies for Shares in accordance with this Prospectus
Application
A valid application for Shares offered under this Prospectus
Application Form
An application form attached to this Prospectus
Application Money
Money received from an Applicant in respect of an Application
ASIC
Australian Securities and Investment Commission
ASX
Australian Securities Exchange Limited
ASX Listing Rules

The official listing rules of the ASX
Board
The Board of Directors of IPGA Limited
Broker
Any ASX participating organisation
CEO
Chief Executive Officer of the Company
CFO
Chief Financial Officer of the Company
CHESS
Clearing House Electronic Subregister System
Closing Date
Closing date of the Offer set out in Section 3 unless otherwise varied by the Company and the Sponsoring Broker.
CMG
Catcha Media Group Pte Ltd
Company
IPGA Limited ACN 126 188 538.
Company Secretary
The secretary of the Company, described in Sections 6.1 and 7.3.4.
Consideration Shares
Means Shares issued to certain sellers of the acquired companies under the terms of the agreements as described in Section 12.
Constitution
The constitution of the Company.
Corporations Act
Corporations Act 2001 (Cth)
Directors
Directors of IPGA Limited.
EBIT
Earnings before interest and taxation.
EBITDA
Earnings before interest, taxation, depreciation and amortisation.
Employee Service Agreement

An agreement entered into between IPGA Limited or its Subsidiaries and each of the parties specified in Section 12.18.
Existing Shareholders
Shareholders of IPGA Limited prior to the Offer made under this Prospectus as set out in the capital structure table at section 3.4.
The Existing Shareholders include the original vendors of Info-Tools Pte Ltd.
Exposure Period
Means the period of seven days (or longer as ASIC may direct) from the date of lodgement of the Prospectus with ASIC.
136 IPGA LIMITED

Means financial information for the Company as set out in Section 8.
SECTION 14
Glossary
Means the Directors’ forecast financial information provided in Section 8.
FY
The Company’s financial year to 31 December in any year. For example, FY06 means the financial year ended 31 December 2006.
Glossary of Terms
This glossary of terms.
GST
Goods and services tax
HIN
Holder Identification Number
Holding Statements
Holding Statements for Shares under CHESS
Issue or Offer
The offer of 30,000,000 Shares pursuant to this Prospectus
Lead Manager
BBY Limited ACN 006 707 777
Listing
The quotation of the Company’s Shares on the Official List
Listing Date
The date on which Listing first occurs.
New Shares
30,000,000 Shares issued pursuant to this Prospectus at $0.25.
NPAT
Net profit after tax
NPBT
Net profit before tax
Offer Period
The period between the Opening Date and the Closing Date
Offer Price
$0.25 per Share
Official List
The official list of the ASX
Opening Date
The commencement date of the Offer
Properties Viewed
The total number of property listings viewed by all visitors to an IPGA website over a given period of time
Prospectus
This Prospectus and any supplementary or replacement Prospectus
Pro Forma Historical Financial Information

Means the Directors’ pro forma historical financial information set out in Section 8.
SCH
Securities Clearing House
Senior Management
Means the Senior Management team set out in Section 6.2.
Share
A fully paid ordinary share in the capital of IPGA Limited.
Shareholder
A holder of a Share
Share Registry
Registries Limited ACN 003 209 836
IPGA LIMITED 137

138 IPGA LIMITED
SECTION 1 SECTION 9
(CGS)
SECTION 8
IPGA LIMITED 139

IPGA Limited
SECTION 15
Corporate Directory Level 5, Bank House
11 Bank Place
Melbourne, VIC 3000
Tel: (61 3) 9691 4900
lead manager
BBY Limited
Level 17, MetCentre
60 Margaret Street
Sydney, NSW 2000
Tel: (61 2) 9226 0000
Legal Advisors
Home Wilkinson Lowry
Level 2
500 Queen Street
Brisbane, QLD 4000
Tel: (61 7) 3002 6700
Investigating Accountants
Deloitte Touche Tohmatsu
Grosvenor Place
225 George Street
Sydney, NSW 2000
Tel: (61 2) 9332 7000
Independent Reviewer of Forecast Financial Information

Deloitte Corporate Finance Pty Limited
Grosvenor Place
225 George Street
Sydney, NSW 2000
Tel: (61 2) 9332 7000
Directors
Patrick Grove
Executive Chairman
Samuel Weiss
Independent Non-Executive Director
Dato’ Larry Gan Nyap Liou

Paul G Choiselat
Non-Independent Non-Executive Director
Hugh Morrow
Registry
Registries Limited
Level 2,
28 Margaret Street
Sydney, NSW 2000
Tel: (61 2) 9290 9600
140 IPGA LIMITED

IPGA LIMITED 141

142 IPGA LIMITED

IPGA LIMITED 143
144 IPGA LIMITED
IPGA LIMITED 145

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Prospectus

IPGA LIMITED is offering

Lodgement and Listing

No preference will be conferred on Applications received during the Exposure Period.

Definitions and glossary

Financial Information Presentation

KEY OFFER STATISTICS

Key Financial Information1

2. Questions and Answers About an Investment in IPGA Limited 10

6. Directors and Senior Management 40

7. Corporate Governance Statement (CGS) 44

13. Additional Information 128

• A commitment to being the market leader in each country in which we operate;

I look forward to welcoming you as a shareholder of IPGA Limited.

1.2 Key Investment Highlights

1.2.2 Strong Growth Prospects

1.2.3 Diversified Supply Base

1.2.4 Diversified Product Base

1. Offers consumers multiple channels to access information;

2. Provides marketing and branding opportunities for the websites;

1.2.6 Technology and Infrastructure

1.2.7 Proven Management Team

1.3 PURPOSE OF THE OFFER

1.4 INVESTMENT RISK FACTORS

Major areas of risks associated with an investment in the Company include:

1.5 DIVIDEND POLICY

1.6 RESTRICTED SECURITIES

Is the Offer Underwritten? No, the Offer is not underwritten

What are the significant • Exposure to high growth markets Section 4

Will I receive a dividend • There is no dividend forecast for FY2007 Section 8

3.2 purpose of the offer

1. provide access to capital markets to assist in the funding of future growth;

2. achieve listing on the ASX to broaden the Company’s shareholder base;

3. provide a liquid market for the Shares.

It is intended to apply funds raised from the Offer as follows:

3.3 important dates

Details Of The Offer

Pre-Offer post-Offer Post Issue of Second

Shares % Shares % Shares %

Total 67,709,500 100 102,310,021 100 106,910,542 (4) 100

3.5 escrow AGREEMENTS

3.6 opening and closing dates

Applicants are encouraged to submit their applications as early as possible.

Mailing address Delivery address

3.8 ALLOTMENT AND ALLOCATION OF SHARES

3.9 ASX LISTING

Details Of The Offer

3.12 NO ISSUE AFTER 13 MONTHS

3.13 ENQUIRIES IN RELATION TO THE OFFER

3.14 privacy act

3.15 online prospectus

3.17 BROKERAGE, COMMISSION AND STAMP DUTY

3.18 RIGHTS ATTACHING TO SHARES

3.19 summary only

4.1.1 Proven Business Model

4.1.1.1 AUSTRALIAN EXPERIENCE

ONLINE REAL ESTATE ADVERTISING IN AUSTRALIA

4.1.2 asia internet usage

internet usage by world region as at 30 june 2007

North America 233

Latin America 110

0 50 100 150 200 250 300 350 400 450 500