INFORMATION

MEMORANDUM
FOR THE ISSUE OF KONKRETE
DISTRIBUTED REGISTRIES
PREFERENCE SHARES

This offer is open to wholesale and sophisticated investors only.

KONKRETE DISTRIBUTED REGISTRIES ACN 617 252 909
OCTOBER 2018
Table of contents
1. Summary 4
2. Problem 7
3. Solution 8
4. Background: 11
what is Blockchain, Tokens and why it is so exciting
5. Token economics 16
6. Applications 20
7. Revenue model 24
8. Traction 27
9. Team 33
10. The offer 43
11. How to invest 52
12. Important terms 53
A security tokenisation
platform focused on the
real estate sector
1. Summary
Raising capital for ventures is hard.
Assuming you have a viable business or idea, you
are often limited by the investor reach you have.
Friends and family may have limited resources, and
not everyone has connections to large investors.
Promoting an investment offer openly and
compliantly to retail investors requires expensive
legal documentation. In addition, the lack of
liquidity means these offers are not as attractive to
investors. Listing the offer on a stock market will
provide this liquidity, however the process can be
prohibitively expensive. On top of all of this, often
a number of securities exchanges wont permit early
stage ventures to even list.
This problem becomes especially pronounced in
real estate where the amounts of money required
per transaction are quite high, and the investments
are largely illiquid.
Whether it is buying an existing property and
holding it for several years with the expectation
of the market to rise, or doing a 2 to 3 year-long
property development, the returns to investors
come only at the end of several years – and it
requires a large amount of money to get started.
Crowdfunding is often proposed as a solution to
these problems, the premise being many people
would come together to invest with small amounts.
However, crowdfunding on its own does not address
2 fundamental issues:
1. Where the “crowd” will come from
2. After the offer is funded, how to make it liquid
(secondary market)
We propose our platform, utilising Blockchain
technology, as the answer.
By doing compliant securities offerings to a
network of worldwide investors interested in crypto
and Blockchain, we are able to reach a large crowd.
Blockchain also has a unique property wherein a
possible for the real estate sector. Our revenue will
be based off capital raising and secondary-market
transaction fees among others.
While the platform can be used by non-property
related offerings as well, the core expertise of the
founding team, their partners and advisors, as well
as the inherent lumpy nature of real estate, means
that the Konkrete security tokenisation platform
works best for real-estate offerings.
central party is not needed to record who owns
what. This means that if 2 parties exchange their
balances then a record of the transaction will get
updated automatically on the Blockchain to reflect
the new balance.
This property makes Blockchain the perfect
platform to create a secondary market for securities.
Shares recorded on the Blockchain are implicitly
liquid as investors can trade them with each other
in a peer to peer manner without them having to be
listed on a formal stock exchange.
Just like doing an ICO, we can do an IPO for
securities on the Blockchain.
Investors buy fully compliant securities represented
as security tokens. These security tokens can now
be accessible to a network of worldwide investors
and are liquid from day 1.
Security tokens go beyond just representing
securities on the Blockchain and giving a wider
investor reach plus liquidity. Where desired, security
tokens can allow active investor participation
in decision making of operational matters by
making it possible to record shareholder votes in a
transparent, incorruptible and inexpensive manner
– in real time.
Security tokens can also operate in a pre-
programmed manner where decisions on fund
deployment follow a well defined IF THEN ELSE
routine, making it possible to construct very
low cost and highly dynamic custom investment
portfolios.
Security token operations can be kept completely looking to raise money can achieve that including
transparent providing investors real time continuous using a Prospectus, Product Disclosure Statements
disclosures on how their money is being spent or Offer Information Statements among others.
and a default compliance with 3rd party audit
Depending on the nature and size of offer, Australia
requirements. All of these attributes makes capital
offers a flexible framework that helps issuers
markets more efficient, transparent and can lead to
achieve their goals in an efficient manner while still
the rise of smart securities.
ensuring mum and dad investors have the data they
At Konkrete we are focused on building the need to make an informed decision.
infrastructure needed for making security tokens
The easier, flexible regulatory framework for
possible for the real estate sector. Our revenue will
securities, combined with a deep investor base
be based off capital raising and secondary-market
interested in giving entrepreneurs a fair go make
transaction fees among others.
Australia one of the best places for the rise of a
While the platform can be used by non-property security tokenisation industry.
related offerings as well, the core expertise of the
founding team, their partners and advisors, as well
as the inherent lumpy nature of real estate, means
that the Konkrete security tokenisation platform
works best for real-estate offerings.

1.1 Why Australia for

security tokenisation?
Australia is one of the best countries globally to
support a security tokenisation industry. With over
$2.7 trillion in super funds and 1/3 of that in self-
managed super, Australians punch well above their
weight when it comes to investing.

Unlike the Caymans or other non descript islands in

the pacific, Australia has a strong, well-regulated,
respected and advanced financial industry.
Listing on Australian exchanges is sought after
by companies worldwide. Creating a full retail
public fundraising offer in Australia is much easier
compared to the United States where raising money
from retail investors requires significant scrutiny
from SEC and requires piles of paperwork.

While retail offers in Australia also need to provide

“clear, concise and effective” disclosures, the
Australian securities regulatory framework is
transparent and easy to navigate with the focus
more on the principles of disclosure rather than box
ticking. There are multiple ways in which someone
 2. Problem
In order to raise capital for your venture, whether it is real estate or not, you require
access to investors.

However, investors come in two main types:

1. Large (Wholesale, institutional, high net worth/sophisticated investors)

2. Small (Mum and dad retail investors)

Not everyone has access to large investors, and the terms a large investor may seek
can make the venture not rewarding enough to the issuer.

Reaching out to small investors would mean that you need many of them to band
together to help achieve the target funds you are seeking. And you also need a
investment offer document that would make it compliant with the regulations around
promoting to retail investors.

You also need the technology to manage all these investors, keep track of who has
invested how much and when, what returns are due to them, etc.

Finally, you want investors to have liquidity. Liquidity is an attractive investment feature
and liquid offerings typically command a 35% premium in valuations over illiquid peers.

However listing can be cost-prohibitive and onerous to maintain.

In effect, the problems in capital raising are:

1. Compliance for making a retail offer

2. Technology to manage large numbers of small investors

3. Investor reach

4. Liquidity for investors

3. Solution
Konkrete Information Memorandum

At Konkrete, we have developed template investment offer documents that can be

used by any issuer to provide the details of their investment offering in a clear, concise
and effective manner to retail investors.

We have developed repeatable steps that automate a lot of the administration work
that goes into lodging a retail offer, reducing the cost of doing a full retail offer by over
10 times.

We have also developed a fully customisable SAAS product that gives any issuer the
technology to present their investment offer online on a fully custom-branded platform.
The technology also allows the issuer to manage the investors and keep them posted
on the progress of their investment.

We have over 3200 investors already registered with us.

However, we want to be able to reach a much wider investor base. The more investors we
can get on the platform, the better the chances of any offer to get funded successfully.

We believe that Blockchain can be a powerful mechanism to reach investors worldwide.

Cryptocurrencies such as Bitcoin have already proven that it is possible to reach a large
worldwide network of people and maintain consensus between them about who owns
what and how much without the need for a central party.

These 3 attributes:

1. Global reach

2. Ability to maintain consensus around ownership without the need for a central
3rd party

3. Liquidity

Make Blockchain an ideal solution for us.

Not only does it allow us to reach a wide network of investors but the inherent nature
of Blockchain means that shares recorded on the Blockchain can be traded in a peer-
to-peer fashion without the need for a central party.

This means that security offers listed on the Blockchain are implicitly liquid from day
one and do not need to go through the expensive process of listing on a stock exchange
to offer liquidity to their investors.

We propose a KYC complete distributed registry on which any type of investment

offering can be listed.

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Konkrete Information Memorandum

Such a solution would make it possible for investors worldwide to tap into the best
investment opportunities globally. Someone in South Africa will be able to own a
fraction of property in Australia, netting them a stable investment. Property developers
in Australia will be able to attract low-cost funding from investors worldwide rather
than have to offer exorbitant returns and controls to a few high net-worth investors
locally.

And when the investors want their money back, they can liquidate their assets by
selling it to other buyers on the platform, just like they would do for a listed share.

Unlike standard listed shares however, the potential audience is much larger and the
cost of compliance for the issuer is much lower.

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4. Background:
What is Blockchain and
Tokens, and why are
they so exciting?
Konkrete Information Memorandum

Animals resolve their disputes through physical violence. We humans on the other
hand use a set of rules to govern ourselves. When there is a dispute we approach
trusted third-parties like the police, courts, etc., to adjudicate. Governments operate as
centralised trusted third parties to make and enforce rules.

However if this third party is corrupt it can lead to perversion of outcomes. Consider
the following example:

John operates a food stall that employs 2 guys and sells lunch to the local working
community.

Suppose a local goon is shaking up a food stall vendor for a percentage of his revenue.
The vendor complains to the police who happen to be in the pockets of the goon. The
police ignore the complaint. Fed up with this and an inability to make profits due to
the goon’s cut, John shuts down the business. The 2 guys lose their jobs and the local
community their source of lunch.

When dispute resolution does not happen in a fair and transparent manner, productive
transactions stop. This is one of the big reasons why countries where the rule of law
is not strong and corruption is rife are also where development is low and people
are poor. Productive behaviour cannot thrive where the third party on whom dispute
resolution is relied upon cannot be trusted.

What if there was a way in which the need for a trusted third party is completely
eliminated?

Blockchain technology eliminates the need for a trusted third party. With the centralised
third party no longer necessary, all the challenges associated with it being potentially
corrupted automatically disappear.

This basic premise of the elimination of the need for trusted third parties has led to an
exponential growth of Blockchain applications like Bitcoin and Ethereum. A crypto-
coin or a token is a digital currency that can be used for various purposes. The value
of these crypto-coins is directly linked to the number of people using it or its network
size. Those with more user adoption carry a larger market price.

We propose an application of Blockchain technology geared specifically towards

securities. This implementation would be KYC complete and the offerings on it would
follow all the regulatory requirements. The Konkrete crypto-token (KKT) is similar to
Bitcoin, Ethereum, etc., in that it acts as a fuel to power the various activities on the
platform – such as paying for transaction fees.

The platform is analogous to the ASX and can be used by various security offerings.
One such offering we’ll be implementing is our own fractional property fund that will
help solve the housing affordability crisis in Australia and worldwide. Other offerings
will of course also be made by 3rd party issuers.

We look at the use of Blockchain to introduce decentralisation and distributed

operations. For example, the fractional-property fund will allow anyone to propose

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Konkrete Information Memorandum

their own properties for crowdfunding. Use of processes governed on the Blockchain,
where the votes on which property should get funded is transparently and immutably
recorded, will mean that this system can provide everyone a fair go and be free of
interference from anyone – including us.

We also see Blockchain as a way to reach a global audience. Using Blockchain, a person
sitting in Venezuela or South Africa should be able to invest in a share of property in a
safe haven country like Australia in a safe and transparent manner.

And finally we see the distributed registry as an implicit secondary market. This
introduces liquidity to the fractional property concept we are proposing.

All 3 points mentioned above, Governance, Distribution and Liquidity are applicable to
not just our own fractional-property fund but are also valuable to any securities issuer.

4.1 USP
Wide investor reach and implicit liquidity for your offers means that offers will get
funded faster and attract a lower cost of capital. This can be very powerful for property
developers looking to raise capital and help other fund managers get more funds under
management.

We expect the platform to be used for both property and non-property related offerings.
Whilst our platform can seem somewhat analogous to the ASX on the blockchain, we
will be able to do more far more than just matching investors. For instance, the typical
steps for a listed company are:

1. Issue a fully compliant public offer document

2. Raise the capital needed before listing through a process of reaching out to
large investors (Book build)

3. Once listed, buyers and sellers need to find each other and conduct a trade.

4. The change in balance then needs to reflect in both parties and the centralised
registry of balances needs to updated. This happens via registry providers and
back office operations that build up positions.

The Konkrete platform provides all of the above services in a one-stop shop fashion
and consolidates the value provided in all the above steps in a single place and offering.

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Konkrete Information Memorandum

4.2 Security tokens

These are shares or units of a particular offering, such as a Company or Fund represented
on the Blockchain. There will be several security tokens with each investment offering
having its own security token. Only a whitelisted address (whose holder has completed
their KYC) will be able to own a security token.

Before a security token can be issued, its issuer will have to create a compliant investment
offer document and lodge it with the relevant regulatory bodies corresponding to their
jurisdiction.

4.2.1 Smart securities

Security tokens go beyond just representing securities on the Blockchain and giving
a wider investor reach plus liquidity. Where desired, security tokens can allow active
investor participation in decision making of operational matters by making it possible
to record shareholder votes in a transparent, incorruptible and inexpensive manner – in
real time.

Security tokens can also operate in a pre-programmed manner where decisions on

fund deployment follow a well defined IF THEN ELSE routine, making it possible to
construct very low cost and highly dynamic custom investment portfolios.

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Konkrete Information Memorandum

Security token operations can be kept completely transparent providing investors

real-time continuous disclosures on how their money is being spent and a default
compliance with 3rd party audit requirements. All of these attributes make capital
markets more efficient, transparent and can lead to the rise of smart securities.

4.3 Utility tokens

Abbreviated as KKT, these are ERC20 tokens that power the platform. These tokens
are used as a currency to pay for various services on the platform including listing,
transaction fees, enabling distributed voting and powering the automated operations
of Security tokens.

15
5. Token economics
Konkrete Information Memorandum

We want to design the token economics to meet the following objectives for the
Konkrete utility token:

1. Incentivising early adopters

2. Rewarding long-term participants

3. Enforcing constraints on the founding team to avoid founder flight through

vesting and restrictions on sales of founder and advisor tokens

4. Predictable token supply

5. Avoiding steep fluctuations in price

6. Ensuring scarcity and value for the token without encouraging hoarding

7. Promoting the use of the token for the various activities it is designed to
facilitate

Early adopters and investors will be given tokens and shares in the company at a lower
price than is offered to retail investors.

5.1 Burning of tokens

The utility token will be used to pay transaction fees of all kinds, including exchange of
securities, AML, KYC CTF, access, listing on the platform, etc.

We want to ensure that the tokens are relatively scarce so that they command some
value. We aim to achieve that by putting a downward pressure on the total number of
tokens in circulation, by burning a percentage of the fees paid for each transaction.

In the early days, 100% of the tokens used for the transaction will be burned. As tokens
are taken out of circulation, the remaining tokens will likely become dearer as they are
required for paying transaction fees.

However, we cannot continue to burn the tokens forever, as that would lead to a state
where eventually all tokens get burned up or they become so expensive that they are
hoarded. This would cause the entire network to become jammed, as no transactions
would be happening due to the exorbitant token price.

Hence, the % burn rate will steadily decline as an inverse function of tokens burnt to
date, steadily approaching 0 so that initially, the rate at which tokens are taken out of
circulation is high, while eventually no tokens are being burnt. A maximum of 20 million
tokens will be burnt.

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Konkrete Information Memorandum

5.2 Front loading of token

demand
The KKT tokens are needed to pay for secondary market transaction fees on the
Konkrete platform. The Company will give away tokens as bonuses to shareholders as
part of its share sale. These tokenholders can liquidate their tokens by putting them up
for sale on the KKT to AUD exchange, which we intend to set up within 9 months of the
completion of the fund raise.

Any fundraiser/issuer would have to prepay its secondary market transaction fee by
buying a certain number of tokens upfront on the KKT/AUD exchange.

The issuer attaches these Konkrete tokens to its security token, just like filling your car
with petrol.

Everytime the shares of the Company trade on the secondary market, a certain number
of the tokens get used up equal to the transaction fee. In order to keep its shares liquid
the Company will need to keep buying KKT. This is akin to paying listing fees on an
exchange, except instead of time the fees are linked to use.

Companies listed on the platform are expected to buy tokens in bulk early on to keep
their offerings liquid. This will front load the demand for the tokens and reward early
investors who have the token bonuses.

5.3 Long term money

supply
Only a maximum of 100 million KKT will ever be issued. But not all KKT tokens are issued
at the same time. After the token bonuses are given as part of the initial crowdsale,
65% of all tokens will be issued over a period of time based on a set formula. We want
to avoid steep price increases in order to preserve the utility aspect of the token. We
want the token to power the various activities rather than just hoarded to achieve the
highest possible price over time.

Hence, any time the price of the token exceeds an annualized growth rate of 20% new
tokens will be issued so that the increased token supply will place a downward price
pressure.

The combination of the burn and long term predictable money supply is likely to
ensure prices do not fluctuate wildly while still rewarding early backers and long term
participants.

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Konkrete Information Memorandum

5.3.1 Ideal token price projection

The previous image is not to scale and only represents the ideal token price behaviour.
It demonstrates how the counteracting forces of token burn rate and long-term token
supply should influence token price.

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6. Applications
Konkrete Information Memorandum

6.1 Unlisted property funds

ABC REIT is a major Australian Commercial Property funds manager. They run a
number of Retail REITs, some of which are listed while others are not. The ones that
are not listed have a higher cost of investor acquisition because they have to do direct
investor traffic themselves. Also the lack of liquidity means that investors do not find
the unlisted REITs as attractive as retail ones.

ABC REIT unlisted REITs have all the compliance in place to attract retail investors,
but the cost and compliance burden associated with listing them means they remain
unlisted.

ABC REIT can now list these unlisted retail REITs on the Konkrete platform and reach
a global investor base interested in property and moving their assets to a safe haven
country like Australia. In addition, the implicit secondary markets that are possible due
to the distributed share registry mean that liquidity is available as a default.

ABC REIT can go one step further and wrap their investment offer in a smart contract
to make the investment decision making fully transparent and give investors real time
insight into how their money is being spent.

6.2 Property development

Property developers are facing a funding gap and banks are tightening lending criteria,
meaning more equity funds are needed by developers.

Estate Baron has developed compliance and technology solutions allowing property
developers to raise the equity they require through creating a full retail IPO.

However, the success of these raises is limited by the investor reach.

With Konkrete, these offers can now reach a much wider global audience of investors
leading to more funds becoming available.

Also property developments have revenues typically only coming at the end, which
means investors have to stay invested for the year or more before they see any returns.
This lock-in means a number of investors who would have otherwise invested stay
away.

The Konkrete Distributed Registry serves as an implicit secondary market. The new
option of liquidity would mean that more investors are likely to participate in the
investment offers made by property developers and reduce the overall cost of capital
to them.

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Konkrete Information Memorandum

6.3 Fractional property

6.3.1 Deposit crowdfunding
James is a 30 year old with a steady job and looking to buy a house. He and his wife
have $50,000 saved for a deposit. But they are interested in a $1 million property
which requires them to have at least $200,000 for a 20% deposit or $100,000 for a
10% deposit.

They list the property for consideration, the fund votes and releases $150,000 to them.
James offers a capital gain + 50% for a 5-year term.

In 5 years the property is worth $2 million so the equity of $150,000 should be worth
$300,000. However given that the offer was for 1.5 times the investors would be getting
$450,000.

Assuming it was an interest-only loan the total debt would be still at $800,000 which
leaves $1,200,000 as profits that can be split.

Out of this $1,200,000 the $450,000 would be paid out to investors as return and the
remainder will flow through to James.

This is superior to other fractional platforms where investors would have only received
the unleveraged return of $300,000 only.

Note that they system would automatically prevent bids of capital gain where the
potential promised return over the term becomes greater than the equity earned
during the period. So bids like 10 times capital gain would be prevented.

6.3.2 Equity release

John is a senior citizen who has finished paying his mortgage on his house. It is
currently valued at $2 million. John is retired and is asset-rich but cash poor. He is
considering a reverse mortgage on his house to augment his income, but is put off by
the potential for compounding interest. His advisor suggests releasing equity via the
fractional property fund.

His property is listed for consideration and he offers a 10-year option in which investors
will get a 50% share in the capital gain, using the option structure discussed before.
The fund investors vote on selecting the property and concludes that it is a good
investment.

The fund releases $1 million to John who can then use that money for his own purposes.

In 5 years’ time the property is now worth $3 million. But John passes away before the
10-year term is complete.

His successors can pay the $1.5 million due to the investors and keep the property or

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Konkrete Information Memorandum

continue the option for another 5 years until it matures, at which point again the fund
may extend the option (based on an investor vote) or request a sale.

6.4 Non-property related

offers
The Konkrete platform may be used by non-property related offers as well. Businesses
in need of capital and hamstrung by their limited investor reach, as well as those that
find it too expensive to list on the exchange, can consider listing on the Konkrete
platform. Even existing listed entities may find that the Konkrete platform allows
them to access a much wider investor base while reducing their cost of compliance
significantly when compared to a stock exchange.

23
7. Revenue model
Konkrete Information Memorandum

We will make revenues from listing, capital raising, secondary-market transaction fees,
etc., from any security offering listed on the platform. We are also planning to set up
our own fractional property fund which will enable crowdfunding deposits and the
release of equity from existing properties, as described in the applications section
above. However this fund will be one of the several offers using the platform as a 3rd
party.

7.1 Return on investment

Participating investors will receive dividends based on the transaction and other fees
generated on the platform given their ownership of preference shares in the foundation
Company, Konkrete Distributed Registries. They will also receive Konkrete utility tokens
(KKT) which can be used to pay for various things on the Konkrete platform (Konkrete
Distributed Registry).

The Konkrete tokens are expected to be tradeable on a variety of Crypto exchanges

in around 12 to 18 months of successful close of the investment offer. In addition we
plan on wrapping the preference shares in Konkrete Distributed Registries ltd as issued
under this offer in the form of security tokens and list them on the distributed registry
being built.

This would mean that the preference shares will also enjoy some degree of liquidity.
Although the Konkrete tokens are expected to be more liquid given their ability to
trade on existing exchanges with large number of participating investors. The shares
on the other hand give rights to the dividends generated.

7.2 Comparative costs of

listing
The following numbers are from an actual listing made on the ASX for a public company
which raised $4.5 Million.

The total approximate expenses of the Offers payable by the Company were:

Items of expenditure Amount ($)

ASX and ASIC fees 68,000
87,000 - can be much higher if
Legal fees
they want them to be
Investigating Accountant fees v
Independent Experts fees 15,000

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Konkrete Information Memorandum

270,000 - likely to be higher

Lead Manager fees than 6% when you add in all
other fees and charges
Printing, postage and administration fees 2,000
Share Register fees 5,000

As shown above the costs exceed 10% of funds raised. This figure can approach 15%
at times and often times substantial portions of these are paid upfront out of the
companyś resources prior to listing.

Also while ASX is considered one of the easier exchanges to list on globally, it still
requires atleast 300 ordinary shareholders and 4 Million Net tangible assets for the
Company seeking listing.

The above option is not always plausible for smaller fund raises, term limited offerings
such as property developments and other ventures which may have limited cash
upfront.

The Konkrete Distributed Registry platform can reduce these costs by more than half
and also make it possible for entities that were not able to list due to lack of investor
spread and lower assets to achieve liquidity.

26
8. Traction
Konkrete Information Memorandum

Of the 4 key things we need to do make the platform a success, we have already
completed the first 2 and have demonstrated progress on the third.

1. Compliance for making a retail offer

2. Technology to manage large numbers of small investors

3. Investor reach

4. Liquidity for investors

Via one of the founding partners, we have developed template investment offer
documents that can be used by any issuer to provide the details of their investment
offering in a clear, concise and effective manner to retail investors.

We have developed repeatable steps that automate a lot of the administration work
that goes into lodging a retail offer, reducing the cost of doing a full retail offer by over
10 times.

We have also developed a fully customisable SAAS product that allows any issuer the
technology to present his investment offer online on a fully custom-branded platform.
The technology also allows the issuer to manage the investors and keep them posted
on the progress of their investment.

And we have over 3200 investors already registered with us.

Konkrete is a joint venture between Estate Baron and Collective Campus which
came about when Estate Baron was selected as part of a competitive Property Tech
accelerator program run by Collective Campus and Charter Hall.

• Australia’s leading equity crowdfunding platform for property development

open to retail investors

• Founded in 2014 by Moresh Kokane

• Profitable enterprise with over $12M raised on the platform for over 20 property
development projects all across Australia

• Over 3200 investors

• Fully developed technology that facilitates all aspects of investments application

processing and an integrated share registry and back office processing system

• It is expected that the Konkrete Distributed Registry will leverage and build on
the existing technology built by Estate Baron

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Konkrete Information Memorandum

• Leading APAC Corporate Innovation Hub and Startup Accelerator

• Founded in 2014 by Sean Qian & Steve Glaveski

• Profitable enterprise incubating over 100 startups which have raised over $25M

• Corporate clients include ABC REIT, NAB, Village Roadshow, Clifford Chance
and Asahi

• Offices in Melbourne and Singapore

• Developed and ran Australia’s first PropTech Accelerator program with Charter
Hall

8.1 Development
milestones
Konkrete is an evolution of the work being done by Estate Baron over the years in
the property-development equity-crowdfunding space. The venture picked up steam
when Estate Baron was selected in the Proptech Accelerator run by Collective Campus
and the Collective Campus team took an active interest in the proposal.

Here is a list of the milestones achieved to date in the build of this platform and the
expected future milestones and projected dates.

Aug 2014 Property Crowdfunding platform conceptualised Complete

Oct 2014 Early website launched Complete

Dec 2014 Seed funding received, Estate Baron is set up Complete

Mar 2014 First offer based on an IM launched to wholesale Complete

investors for a shared accomodation in Frankston

May 2014 First offer funded $500,000 Complete

July 2015 Angel round Complete

Aug 2015 Private IM for development of 2 townhouses in Complete

Caulfield for $1,000,000

Sep 2015 Caulfield offer fully subscribed Complete

Mar 2016 First full retail offer for development of 2 townhouses Complete
in Mt Waverley launched using a Registered MIS

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Konkrete Information Memorandum

Jun 2016 Mt Waverley offer fully subscribed Complete

Aug 2016 First articles on a Blockchain-enabled fractional Complete

property platform using the option model published

Oct 2016 Work on first prospectus-based offer begins Complete

Feb 2017 First full retail offer for a development project Complete
controlled by a third party using a Prospectus
launched, marking the beginning of a true real estate
crowdfunding platform, for 7 boutique apartments in
Waterloo, Sydney

Mar 2017 Second full retail offer for a development project in Complete
Gosford launched, confirming the model works from
a compliance standpoint

Apr 2017 Third full retail offer for a development project Complete
controlled by a third party using a Prospectus
launched for a renovation in Brisbane

July 2017 Fourth full retail offer for a development project Complete
controlled by a third party using a Prospectus
launched, for a land development in Sydney

Sept 2017 Developers start doing their own offers on the Estate Complete
Baron on a regular basis with over 15 projects all over
Australia

Jan 2018 Estate Baron starts doing airdrop of Konkrete tokens Complete
to its registered users
Feb 2018 Estate Baron selected in the Charter hall Proptech Complete
accelerator
Mar 2018 Fractional property enabled by Blockchain, Complete
Whitepaper early drafts published
Apr 2018 Estate Baron collaborates with Collective Campus Complete
to bring the fractional property platform enabled by
Blockchain to life
Sep 2018 Konkrete pre-sale In progress

Nov 2018 Konkrete main sale To commence

shortly

Jun 2019 Fractional Property MIS or prospectus lodged Coming soon

July 2019 KYC-enabled distributed registry built Coming soon

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Konkrete Information Memorandum

Aug 2019 Fractional property on Blockchain live Coming soon

Oct 2019 Distributed development fund on Blockchain Coming soon

Oct 2019 Third-party offers live on distributed registry Coming soon

Dec 2019 First few properties acquired by the fractional Coming soon
property master fraction fund
Mar 2020 Customer owned decentralised development Coming soon
enabled by Blockchain

Mar 2020 The distributed ledger system adopted by several Coming soon
securities issuers
Jun 2020 Fractional property fund assists 50 homeowners Coming soon

Jan 2021 The distributed registry system becomes the global Coming soon
standard for securities on the Blockchain

July 2021 Fractional property fund starts achieving significant Coming soon
growth

Mar 2022 Fractional property tokens now being used as a Coming soon
form of asset backed currency for buying goods and
services
July 2023 Fractional property tokens becomes a leading global Coming soon
currency widely used for day to day transactions

8.2 Future projections

While it is tricky to provide projections, especially early in its development, we have
put together some guiding figures around what we expect the transaction volume to
be.

We believe that there is no shortage of people looking to raise funds. The key bottleneck
will be how many investors we have on the platform, what portion of them end up
investing and the average amount one person invests.

Based upon that we are able to project the typical amount raised as part of the initial
offering. We assume a typical capital raising fee of 5% which allows us to project
revenues for capital raising.

We also assume a typical offer size of $1 million and a one time listing fee of $10,000
to come up with the listing fees.

Finally we consider the arbitrage investor or the day trader who would look to identify
opportunities where existing investors are looking to exit at below market value of
their offers and then sells it off to another buyer at a premium.

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Konkrete Information Memorandum

We assume the typical hold period for each investment to be around 1 year, after which
the investor would look to liquidate their position.

8.2.1 Capital Raising fees

Number of Average
potential investment
investors on amount per Capital raising
Year the platform Conversion investor Total invested fees
1 5000 3.00% $20,000 $3,000,000 $150,000
2 50000 2.75% $25,000 $34,375,000 $1,718,750
3 500000 2.50% $31,250 $390,625,000 $19,531,250
4 3500000 2.25% $39,063 $3,076,171,875 $153,808,594

5 17500000 2.00% $48,828 $17,089,843,750 $854,492,188

8.2.2 Listing fees

Year Listings Listing fees
1 3 $30,000
2 34 $343,750
3 391 $3,906,250
4 3,076 $30,761,719

5 17,090 $170,898,438

8.2.3 Secondary market transaction fees

Year Secondary market transaction volume Transaction fees
1 0 0
2 $3,000,000 $90,000
3 $34,375,000 $1,031,250
4 $390,625,000 $11,718,750

5 $3,076,171,875 $92,285,,156

32
 9. Team
9.1 Core team
Konkrete Distributed Registries is an unlisted public company incorporated in Victoria.
There are currently three directors of Konkrete Distributed Registries, as described in
the next page.
Konkrete Information Memorandum

9.1.1 Moresh Kokane, Managing Director

Moresh is an engineer who has worked in the finance and tech industries for the last
decade, previously creating two successful start-ups. Moresh has worked in the US for
various investment banks including The Northern Trust in Chicago, Grantham Mayo
Otterloo in Boston. A business analyst with more than a decade of experience, he has
expertise in Investment Accounting, Finance, Trading, Reporting and data warehousing
systems.

Moresh also has qualifications in IT, Economics and Project Management. From the
ground up, Moresh conceptualised and built Estate Baron – one of the first Real
Estate Development Crowdfunding Companies in Australia. Moresh writes regularly on
Distributed Ledger Technologies and their applications in the Securities space. Moresh
has worked as an Authorised Representative of multiple Australian Financial Services
Licensees and has done his RG146 in Securities, Managed Investment Schemes as well
as a Cert 4 in Mortgage Broking.

Moresh has performed various roles, including setting up automated technology

systems to rebalance index following funds. He also helped set up the Investment
Operations Outsourcing division for the Northern Trust for its Melbourne, Australia
operations. Northern Trust offers use of its technology and accounting infrastructure to
various other funds in what is effectively an Accounting as a Service model.Moresh also
played the role of an investment technology business analyst and technology architect
for Grantham Mayo Otterloo in Boston and Nuveen investments in Chicago and Invesco
in Australia. In all of the roles his focus has been making use of technology to automate
a number of repetitive administrative tasks. Moresh will be available whenever needed
for the company’s needs and will work full time.

Moresh also has a Bachelor of Engineering and has studied Economics at Chicago
State.

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Konkrete Information Memorandum

9.1.2 Sean Hai Qian, Executive Director

Sean has 10 years experience across entertainment business management, real estate
startups, corporate innovation and early-stage entrepreneurship.

• Co-Founder and COO of Collective Campus, a seven figure corporate innovation

business built from scratch in 3 years, with presence in Singapore.

• Designed, marketed and ran three (APAC first) corporate backed accelerator
programs: Mills Oakley Accelerator (LegalTech), Charter Hall Accelerator (PropTech),
Village Xperience Accelerator (VR/AR).

• Actively coached and mentored 15+ startups over the past 4 years.

• Regular startup judge at Microsoft’s imagine cup Australian finals.

• Founded Collins Collective & Queens Collective coworking spaces (2 of Melbourne’s

earliest tech hubs).

• Co-founded and subsequently exited a national touring and events company,

including national science and rationalism conference Think Inc.

• Co-Founder of Lemonade Stand, a children’s entrepreneurship program that has

been rolled out to over 1,000 students across Australia and Singapore.

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Konkrete Information Memorandum

9.1.3 Steve Glaveski, Director

Steve has 3 years experience across professional services, banking, corporate innovation
and early-stage entrepreneurship.

• Co-founder and CEO of Collective Campus, a seven figure corporate innovation

accelerator that has worked with over 100 startups, collectively raising US$25M,
and has worked with the likes of BNP Paribas, Telstra, NAB, Clifford Chance, Charter
Hall and many other corporate heavyweights.

• Host of the Future Squared, a corporate innovation and entrepreneurship podcast,

winner of the 2017 Australian Podcasting People’s Choice Award (Business)

• Author of an Amazon bestselling book, ‘The Innovation Manager’s Handbook’ and

author of the forthcoming Wiley book, ‘Employee to Entrepreneur’

• Co-Founder of Lemonade Stand, a children’s entrepreneurship program that has

been rolled out to over 1,000 students across Australia and Singapore

• Formerly a member of KPMG’s Innovation practice

• Formerly a member of Ernst & Young’s Advisory practice

• Formerly a member of Macquarie Group’s Risk practice

• Founded proptech company Hotdesk, one of Australia’s first office sharing

platforms, in 2012

• SCU Alumnus of the Year Nominee 2016

• Qualifications: Master of Accounting, Bachelor of Business, Project Management

Professional, Agile Certified Practitioner, Growth Master certification, Venture Deals
VC course certification

• Has also worked for Westpac, Victorian Auditor General’s Office, Dun & Bradstreet

36
Konkrete Information Memorandum

9.1.4 Shay Namdarian,

Head of Customer Experience
Shay is Head of Customer Experience at Konkrete. He has over 10 years experience
working across a wide range of projects, focusing on customer experience, design
thinking and digital transformation. He has gained his experience across several
consulting firms including Ernst & Young, Capgemini and Accenture. Shay has also
launched his own successful startups, is a regular facilitator/speaker and has provided
advice to large Australian and global organisations.

9.1.5 Charity De La Cruz, Design Manager

Charity is the Design Manager at Konkrete. As a designer with over 10 years
experience,  she operates at the nexus of simplicity and function to create a strong,
lasting and purposeful design experience. On top of that, she’s a digital all-rounder
working on different projects involving digital marketing, web development, community
management and administration. Her strong passion for technology and crafting
compelling design helped her garner experiences across larger organisations, not-for-
profit and startups ultimately making her a tenacious adapter in any projects she’s
involved in.

9.1.6 Digvijay Surywanshi, Web Developer

Digvijay is a professional Web Developer at Konkrete. He has over 5 years of experience
working on real-time application development and maintenance. He has expertise
working across various business units such as real estate, banking, health insurance,
health science, etc. With his interest towards technology he’s always up for new
challenges that comes his way.

9.1.7 Kelsie Rimmer, Content Manager

Kelsie is the Digital Marketing Manager and Content Producer for property-crowdfunding
startup Estate Baron, also holding the position of Head Copywriter and Editor at TRIBE
– the largest influencer-marketing app in Australia. With a Bachelor of Creative Arts
from the University of Queensland and an Associate Degree of Professional Writing
and Editing from RMIT, Kelsie has extensive experience in writing, editing, marketing,
and digital content creation. As creative freelancer, she has also worked with notable
clients such as Smart Capital Property & Development, Xtra Property Group and the
University of Melbourne.

9.1.9 Dan Mcarthur, Bounty Manager

Dan is the Bounty Manager at Konkrete. He has over 3 years’ experience in Australia’s
recruitment industry through his social media marketing at McArthur. He has a wealth
of experience in healthcare as a research assistant at the Royal Children’s and is a
recent BSc graduate at the University of Melbourne with a major in Neuroscience. He
takes his analytical approach to his studies and research into his work with Konkrete.
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Konkrete Information Memorandum

9.1.8 Bin Teo, Growth Marketer

Bin is a marketing professional with a wealth of experience working with high growth
VC-backed SAAS startups. With a particular skill set in product messaging and user-
onboarding, some of Bin’s marketing achievements include:
• Building a 25k+ email list within a few months
• Running a Facebook ad campaign that generating a 3.2x return up front with $4.27
cost per lead. Resulted in 15x return over the course of the year, with other back-
end offers
• Writing one five day email campaign that generated $11,623 in revenue from a
1,000-person list

9.2 Steering Committee

The steering committee includes Moresh Kokane, Sean Qian, Steve Glaveski and the
following people:

9.2.4 John Ng Pangilinan, Signum Capital

John is the founder of Signum Capital, an investment vehicle specialized in ICOs and
blockchain related investments. He holds advisor roles in Kyber. Network, Republic
Protocol, Sentinel Protocol, Traceto.io and is a founding member of the Aelf Innovation
Alliance. John’s first foray into business was at the age of 11, when he sold used text
books and comic books outside of schools’ bus stops. That spirted him off to a journey
of learning sales from an early age of 13 and he has never stopped working till this day.
John started his education in Mechatronics and later switched to a degree in business,
with his first job as a banker with Standard Chartered Bank. After leaving the bank,
John started various companies at the age of 23. The most recent venture was the
creation of Makan Bus, Singapore’s first hop on and off food tour. John’s passion in
venturing into businesses is fueled by successfully growing a business and its staff.

9.2.5 Adam Di Marco, Di Marco Group &

The Urban Developer
Adam remains active within the property industry as Managing Director of Brisbane-
based development business Di Marco Group. He is also Executive Chairman of
CityShape, a disruptive technology start-up for the property industry. He has been a
recipient of the Australian Institute of Management’s ’30 under 30’ Award, represented
Australia at the Global Young Leaders Conference in New York and is currently an
Ambassador for global microfinance provider Opportunity International.

9.2.6 Rossco Paddison, Blockchain

Advisory
Rossco Paddison helps the world’s smartest people to create, launch & fund successful
Blockchain companies. He has helped raise hundreds of millions in capital for startups
and Blockchain companies. Having successfully built and exited companies since the
age of 16, Rossco’s expertise is in structuring deals, educating from stage and using his
networks to accelerate crypto projects.

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Konkrete Information Memorandum

9.2.7 Arthur Huis int Veld, Blockchain &

Community Building
Arthur is very passionate how Blockchain and tokenisation is laying the foundation to
birth new people, co-working and sharing economies.
His passion to support people, startups and businesses to grow has allowed him to be
engaged at various levels in business covering the finance, investment, health, fashion,
sports, property and digital media industries.

9.2.8 Todd Polke, Property Expert

With over 15 years experience as an educator and wealth strategist, Todd runs trainings
and programs educating investors how to build wealth, invest strategically and
transform their financial lives.
His education courses have been attended by tens of thousands of people, covering
property investing, shares, business and now he also brings the world of cryptocurrencies
and the Blockchain to his community across Australia and internationally.
As a professional investor and angel investor, Todd has invested in many asset classes,
including early stage Angel investing in businesses both on and off the blockchain and
now works with companies with disruptive business models who want to bring their
project to life on the blockchain.

9.2.9 Darren Chek, Finance and Property

Development
Darren is passionate about finance and property investment and brings with him many
years of experience and expertise in business management, having established and
managed private companies in the  areas of finance, sales and property development.
Over the past 15+ years Darren has developed strong relationships with the key
decision makers within a large and diversified range of banks, managed funds, equity
providers, private syndicates and high net-worth individuals. He has been instrumental
in the negotiation and consummation of numerous significant property development
and investment transactions, and is highly regarded as a specialist in financial strategy,
capital raising, financial analysis and packaging of debt and equity transactions.
His strong business management experience in the finance and property industry
brings a sound foundation of business practices as well as a thorough knowledge and
insight into the trends in these sectors.

39
Konkrete Information Memorandum

9.3 Advisors
9.3.1 Rob Parton, CPA and Compliance
Commencing his career in 1987, Mr Parton spent almost 20 years providing business
analysis and management at companies including BHP, Kraft Foods, Crane Group, Mitre
10 and PDL Electronics (part of the Schneider Electric Group). Since 2006, Robert
has been providing corporate advisory services utilising his extensive experience in
business management, project evaluation and capital-raising across many sectors,
including real estate, cleantech, IT and manufacturing sectors. He has been involved in
transaction management from sourcing, analysis and due diligence evaluation through
to settlement, and is a qualified accountant with a more than 20-year membership with
CPA Australia.

Mr Parton is a non-executive Director of Red Mountain Mining Limited (ASX: RMX)

and has previously served as a Director of Pure Minerals Limited (ASX: PM1), Basper
Limited (ASX: BER), Telesso Technologies Limited (ASX: TEO), Motopia Limited (ASX:
MOT) and Viculus Limited (ASX: VCL) and remains a Director of unlisted company The
Pioneer Development Fund (Aust) Limited.

9.3.2 Lev Shevki, CEO, Cornwall Stodart

Levent has extensive Australian and international legal and business experience
representing public and private clients in corporate and commercial matters. His clients
value his ability to deliver efficient and commercial outcomes.

In addition to being a legal and business advisor, Levent is also a founder and investor
of a diverse range of companies. Among them is Twenty3 Sport and Entertainment –
a sports and entertainment marketing, media and management company. Levent sits
on the board of Twenty3, and steers Twenty3’s capital investment arm, which makes
strategic acquisitions and investments in the sports and entertainment industry.

9.3.3 David Kreltszheim, Special Counsel

Cornwall Stodart
David Kreltszheim has worked as a lawyer for 20+ years, including at Freehills (Herbert
Smith Freehills) (6 years), KPMG Legal (6 years) and Clayton Utz (13 years) and now
at Cornwall Stodart. His practice has evolved over the years in lockstep with the
emergence of new technologies.

He writes and presents widely on his areas of specialty, including payments, Blockchain
technologies, privacy and PPSA.

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Konkrete Information Memorandum

9.3.4 Matthew Snowden, CEO, Anti-Hero

capital
Matthew is a Founder and Managing Partner at Anti Hero Capital, one of Australia’s
leading crypto funds and has been involved in the cryptocurrency community since
2013. In 2014, Matthew identified the potential of Ethereum, the industry’s largest
Blockchain protocol, and connected with the company’s core founding team prior to
its ICO. Matthew is also advisor to leading crypto projects including Enjin Coin, Rupie.
IO, GlobalGuard and Konkrete. Matthew was previously the co-founder of M5859,
which is one of the world’s leading tech agencies having worked with BBC Worldwide,
BBC Earth, Hell’s Kitchen, Stephen Fry and KIIS FM. Matthew created Inside The World
Of Dinosaurs, which won “Best App of 2012” worldwide and went number one in 22
countries.

9.3.5 Callan Sarre, Director, Cryptocate

Callan is an entrepreneur, communicator, futurist. Cryptocate is a Blockchain and
cryptocurrency educational and advisory company aiming to raise the standard of
consumer and industry knowledge on disruptive technology.

9.3.7 Marc Phillis, Director, Cryptocate

Marc has a background in mechanical engineering and finance. As a director of
Cryptocate, he provides Blockchain and crypto-asset education, aiding individuals and
businesses alike to transition smoothly into this new age of network data storage.

9.3.6 James Nguyen, MD, Anti-Hero

capital
James is a Founder and Managing Partner at Anti Hero Capital and has been following
Blockchain technology since 2014. James is heavily involved in the cryptocurrency
space and is regarded as one of Asia’s leading commentators. Having appeared
on CNBC, Sky News, ABC Radio, CoinTelegraph, NSW Parliament House and The
Australian among others, he is recognised for his analysis and evaluation of the asset
class. He is also a contributing writer for Forbes covering Australia’s crypto scene in
addition to being an advisor for global crypto projects such as Enjin Coin, Rupie.IO,
GlobalGuard and Konkrete. James comes from a strong background in startups, also
co-founding M5859 Apps that worked with brands such as BBC Worldwide, BBC Earth,
Hell’s Kitchen, Stephen Fry and KIIS FM.

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Konkrete Information Memorandum

9.3.8 Chee Phan, Community and

Promotions
Graduated in accounting and economics from the University of Canterbury in New
Zealand Chee has working in chartered accounting and then commercial accounting.

Chee has management and strategy planning experience in wholesaling, retailing and
distribution of giftware, cookware, computer accessories, food service equipment and
rock and roll musical instruments.

Over the last 9 years, Chee developed, grew and managed a national chain of 51 stores
that sells over 800 lines of consumer products – an international membership-based
company with over 75,000 members in Australia.

9.3.9 Narasimha Murthy

An information Architect by profession, working with major financial organisations in
architecting enterprises information, data and application integration. Murthy is also
a property investor and developer by passion, having invested more than $10 million
in property across different markets such as India, America and Australia. He also
actively helps small property related businesses in re-structuring and optimising their
operations as a consultant.

9.3.10 Ankit Sharma, Smart Contracts

Developer
Ankit is a Blockchain advisor at Konkrete. He is a telecommunications industry veteran
with 15 years of network protocols and software product development experience. He
is a computer science graduate and truly a global professional, who has provided his
services to top telecommunications companies like Vodafone, Alcatel Lucent, Nokia,
Cisco, Telstra, etc. He has been in the Blockchain space since 2014 and has a wide range
of experience in Blockchain and smart contracts development, AI based automated
trading, mining rigs/pools and master-nodes setup, and security.

9.3.11 Tom Suran, Every Capital

Tom has over 10 years’ experience as a Chartered Accountant and financial advisor. As a
partner at Accodex Partners he helps clients to build financially sustainable businesses
with a strong focus on holistic wealth building. In more recent times with the growth
in the cryptoasset market he has become a specialist accountant advising on the tax
implications of trading, investing and mining cryptocurrency. Tom is also co-founder of
Every Capital, Australia’s first retail cryptoasset hedge fund which will make it safe and
simple for Australians to get exposure to this exciting new asset class

42
10. The offer
Konkrete Information Memorandum

10.1 The ask

Matter Summary

What is being Konkrete is seeking to raise up to $3,000,000 by offering

offered? wholesale and experienced investors the opportunity to purchase
Preference Shares in Konkrete under the offer.
What are the The Preference Shares are a special class of shares referred to as
Preference Preference Shares.
Shares?
Preference Shares are different to ordinary shares in the Company
because:

1. 100% of all dividends will only be distributed to Preference

Shareholders

2. Preference Shares carry reduced rights as compared to

ordinary shareholders with regards to the day-to-day
operations of the Company. While they carry voting rights
on any proposal which affects their rights or reduces the
share capital of the Company or to wind up the Company
or for the disposal of the whole of the property, business and
undertaking of the Company; they do not carry other rights
such as the ability to replace the management. Investors
should factor these reduced rights as part of their decisions
to invest.

Preference Shares are also different to potential debt securities

of the Company, or a loan to the Company, because all debts of
the Company must be paid before Preference Shareholders will
be entitled to any dividend payment or repayment of invested
capital. Note that the Company does not currently carry any
debt or intend to take on any.

Investment To provide you with investment exposure to a financial technology

objective venture (fintech) which carries a high risk and high reward.

Issue price The Preference Shares are being issued at $1.00 each.

Face Value $1.00 per Preference Share.

The minimum investment is $100,000 being an application for

Minimum
100,000 Preference Shares. Thereafter, applications must be for
investment
multiples of 10,000 Preference Shares.

44
Konkrete Information Memorandum

Matter Summary

We will only proceed with an offer where valid applications

have been received for at least 1,500,000 Preference Shares.
Minimum
The Company management believes that having $1,500,000
subscription
will allow it to conduct its operations (albeit in a scaled-down
manner) and yet achieve its goals over a longer period of time.
Purpose The purpose of the issue is to enable the Company to build a
distributed share registry and governance platform that would
address some of the key challenges in investment operations
faced by financial issuers worldwide.
Priority of After any expenses of the Company have been paid, investors in
payments this offer holding Preference Shares will be entitled to a dividend.
Liquidity Konkrete is a public unlisted company and as such is not listed on
any securities exchange, and is presently considered an illiquid
investment.

You may transfer your Preference Shares to another person but

there is currently no established secondary market (e.g. stock
exchange) for the Company.

In the near future the Company plans to list its offer on the
distributed registry it is building by setting the shares up as
security tokens which could open up liquidity for investors.
Dividends will be paid in the form of cash, from the profits the
Nature of Company derives.
Dividends
Dividends are planned to be fully franked.
You will receive:

1. Confirmation of your investment in Preference Shares;

Reporting to 2. Quarterly updates on key investor information;

investors
3. An annual periodic statement; and

All information and communication will be accessible exclusively

via the company’s website at http://konkrete.io
The Preference Shares are not secured over the Company’s
Security assets and are not guaranteed by the Directors.

No financier or person has a charge over the Company’s assets.

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Konkrete Information Memorandum

10.2 Preference Shares and

Token Bonuses
Preference Shares will be issued at $1 each. Investments over $500,000 and $1,000,000
respectively will come with additional bonus preference shares as per the schedule
below. Each shareholder will be also given 1 Konkrete utility token per share as a reward
as part of the current round. Investments over $100K will attract a 50% additional
allocation of bonus tokens. Investments over $500K will attract a 75% additional
allocation of bonus tokens. Investments over $1,000,000 will attract a 100% additional
allocation of bonus tokens.

See preference share & token bonus schedule below:

Private Round Preference KKT token bonus Steering

Shares Committee

$100K+ 1:1 50%

$500K+ 1:1:10 75%

$1M+ 1:1:25 100% yes

Note that in future fundraises the Company may not necessarily offer token or share
bonuses for share investors.

10.3 Use of funds

Proceeds from the early share sale will be distributed, approximately, as follows:

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Konkrete Information Memorandum

10.4 Proposed timetable

Event Date

Offer date 16-SEPTEMBER-2018

Offer closes (unless the offer

30-OCTOBER-2018
is fully subscribed earlier)

After the target of $3,000,000 has been achieved,

Anticipated date of issue of
shares will be issued 1 week after each application has
new Preference Shares
been made and funds received on a rolling basis.

All dates and times are subject to change and are indicative only. All times are Australian
Eastern Standard Time (AEST). The Company reserves the right to vary these dates
and times without prior notice. It may close the offer early, withdraw the offer, or
accept late applications. Applicants are encouraged to submit their Application Forms
as soon as possible.

10.5 Tax considerations

The Company cannot provide as part of this offer, the taxation implications for
individual investors based on the current law.

10.5.1 ESIC and Fully Franked Dividends

The Company expects to qualify as an Early Stage Innovation Company and its
dividends when distributed are expected to be fully franked.

Potential investors should seek professional advice as to the implications of ownership

of Shares in the Company. A change to the current taxation regime in Australia may
affect the Company and its shareholders. Personal tax liabilities are the responsibility
of each individual shareholder

10.6 Current and future

shareholdings
The Company has issued only 2 classes of shares: Ordinary and Preference

10.6.1 Ordinary Shares

These shares give rights to day-to-day control of the operational side of the business.
They are split equally between Estate Baron Crowdinvest Pty Ltd and Collective
Campus Pty Ltd, with 50 shares each.
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Konkrete Information Memorandum

10.6.2 Preference Shares

All Dividends will be distributed 100% to Preference Shareholders only. Preference
Shares have entitlement to all the revenues of the Company. The Company has 30
Million Preference Shares on issue with the following allocations.

Wholesale and Private investors as part of this offer 3 Million

Retail investors as part of a future public offer 10 Million
Estate Baron Crowdinvest Pty ltd 7 Million
Collective Campus Pty ltd 7 Million
Advisors and Steering Committee 3 Million

10.7 Shareholder rights

10.7.1 Ranking
The Preference Shares to be issued pursuant to this Prospectus will rank equally among
themselves and ahead of existing Ordinary Shares with respect to any Dividend or
Distributions payments.

10.7.2 When will we raise more capital?

10.7.2.1 Core metric
The Company believes that its core metric is the number of unique investors investing
per month. The more investors the platform attracts, the greater its value. Having
more smaller investors is more important than having one large investor with a similar
total amount.This is due to less dependence on a single investor, andalso means that
these investors are likely to invest in the future,as well as likely to lead to more growth
through referrals.

The Company will raise more capital by issuing more shares only in 2 scenarios:

Growth and Scaling

If the number of unique investors per month grows by 30% every month for an entire
quarter, then the Company may decide to issue more shares to fund growth. In this event
the Company would seek a simple majority of all the votes cast to pass a resolution to
issue more shares.

If this metric is not met,the Company will need a supermajority of at least 75% of the
votes to pass a resolution to issue more shares.

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Konkrete Information Memorandum

10.7.3 Voting rights

Preference Shareholders have the right to receive notice of and attend any meeting of
Shareholders but will only be entitled to vote in the following circumstances:

1. On a proposal which affects the rights attached to Preference Shares, to reduce the
share capital of the Company, to wind up the Company or for the disposal of the
whole of the property, business and undertaking of the Company;

2. During the winding up of the Company.

In circumstances where Preference Shareholders are entitled to vote, they may cast
one vote for each Preference Share held. For such resolutions, Ordinary Shareholders
and Preference Shareholders will have the same voting rights.

In addition, under the Corporations Act, any proposal that might affect the rights
attached to Preference Shares must be approved by special resolution (75% of votes
cast) of Preference Shareholders and a separate resolution passed by special resolution
of both Ordinary Shareholders and Preference Shareholders.

10.7.4 Meetings and notice

Each Shareholder is entitled to receive notice of, and to attend, general meetings for
the Company and to receive all notices, accounts and other documents required to be
sent to Shareholders under replaceable rules of the Corporations Act.

10.7.5 Winding up
The Company has only issued two classes of Shares, Ordinary and Preference, which all
rank equally in the event of liquidation.

A liquidator may, with the authority of a special resolution of Shareholders, divide

among the Shareholders in kind, the whole or any part of the property of the Company,
and may for that purpose set such value as they consider fair upon any property to be
so divided, and may determine how the division is to be carried out as between the
Shareholders.

The liquidator can, with the sanction of a special resolution of the Company’s
Shareholders, vest the whole or any part of the assets in trust for the benefit of
Shareholders as the liquidator thinks fit, but no Shareholder of the Company can be
compelled to accept any Preference Shares or other Preference Shares in respect of
which there is any liability.

10.7.6 Shareholder Liability

As the Preference Shares issued under the Prospectus are fully paid Preference Shares,
they are not subject to any calls for money by the Directors and will therefore not
become liable for forfeiture.

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Konkrete Information Memorandum

10.7.7 Constitution
The Company is relying on replaceable rules for its operations. Adoption of a separate
Constitution can only be done by a special resolution passed by at least three quarters
of Ordinary Shareholders present and voting at the general meeting. At least 28 days
written notice, specifying the intention to propose the resolution as a special resolution,
must be given.

10.7.8 Amendments to these terms of issue

Subject to complying with all applicable laws, the Company may without the authority,
assent or approval of shareholders amend or add to these Terms of Issue if such
amendment or addition is, in the opinion of the directors:

• Of a formal, minor or technical nature;

• Made to correct a manifest error or ambiguity;

• Made to comply with the Corporations Act; or

• Not likely (taken as a whole and in conjunction with any other proposed
modifications) to be materially prejudicial to the interests of Holders.

10.8 Risks
Investors should note that this offer is an early stage venture. A number of items that
need to be done to achieve the Company’s objectives are currently in planning stage.
While there could be a number of unknowns that crop up as the business progresses,
some of the important risks that investors should be aware of are as follows:

10.8.1 Key personnel risk

The Company depends on the talent and experience of the Company’s personnel as its
primary asset. Should any of its key personnel leave, this may have a negative impact
on the Company. It may be difficult to replace them, or to do so in a timely manner or
at comparable expense.

The Company’s ability to attract and retain personnel will have a direct correlation
upon their ability to deliver their commitments and achieve forecast revenues. The
Company has a formal agreement in place with its Directors.

10.8.2 Technology risk

The Distributed Share/Unit registry and governance platform the Company is building
while it relies on existing well proven concepts is a novel implementation. If the
Company’s technology team does not account for all the potential scenarios that

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may occur and program for them then it could lead to bugs and defects which would
adversely impact the functioning of the platform as well as the Company’s ability to
deliver on its objectives. The same would be true if there would be coding errors even
if the scenario was accounted for. The technology infrastructure the Company is in the
process of building can potentially suffer outages due to hardware failures as well as
external hacking attacks.

10.8.3 Regulatory risk

The Company is building a platform that is geared towards providing technology
solution in the financial services industry. Securities offerings is a heavily regulated
space. While the Company believes that its current and proposed operations currently
do not require any special licensing cover, any requirement to the contrary will impose
additional costs in terms of time, money and effort on the Company to deliver its
objectives.

10.8.4 Inadequate funding risk

The Company is building a technology solution that is complex. It also needs to spend
significant money on marketing and operations. There is a risk that the funds may prove
insufficient due to improper appreciation of the work required by the management.

10.8.5 Inadequate demand

The success of the platform being developed by the Company is dependent on investor
adoption as well as from those looking to raise money. If investors and those seeking
funds do not use the system as expected then the Company will be unable to achieve
its objectives.

51
11. How to invest
Please visit konkrete.io for instructions,or get in touch with us at info@konkrete.io to
complete the investment process.
12. Important terms
Konkrete Distributed Registry (KDR)
Also described as the Konkrete platform or KDR, this is the KYC Complete Blockchain
network on which the balances of the various securities listed are maintained. At its
very essence, it is a share or unit registry for securities on the Blockchain.

Konkrete Utility Tokens (KKT)

Abbreviated as KKT, these are ERC20 tokens that power the platform. These tokens
are used as a currency to pay for various services on the platform including listing,
transaction fees, enabling distributed voting and powering the automated operations
of security tokens.

Security Tokens (ST)

These are shares or units of a particular offering such as a Company or Fund represented
on the Blockchain. There will be several security tokens with each investment offering
having its own security token. Only a whitelisted address (whose holder has completed
their KYC) will be able to own a security token.

Before a security token can be issued, its issuer will have to create a compliant investment
offer document and lodge it with the relevant regulatory bodies corresponding to their
jurisdiction.

Konkrete Distributed Registries

This is the foundation Company that will own and operate the KDR. This offer for
Preference Shares is being made for this public company incorporated in Victoria,
Australia. The Company expects to represent its shares in the form of security tokens
and list them on the KDR once the technology is ready.
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