The listing of RealStew on both the

NZX (New Zealand) and AIM (London

Stock Exchange) Boards in 2015

Preamble

It has been the stated objective of RealStew to list the business on both the New Zealand
and London Stock Exchanges (AIM). It is our intention to complete both listings in 2015.

Purpose of the Listing

The purpose of the listing is fourfold;

To present the shareholders who have contributed capital over the years with an
opportunity to secure a market value for their shares and, should they wish, release
capital from the sale of some of their shares;
To increase the corporate and business profile of RealStew;
To raise capital (AIM listing) to fund the growth of the Platform;

To secure a value for the shares that will facilitate the growth of RealStew as an
enterprise with strategic acquisitions, using a combination of cash and equity to
fund the acquisitions;

The benefits of a dual listing

The benefits of listing on the NZX first and then the AIM board are:
 To Reduce Costs: It is substantially cheaper to list on the NZX board first where we
have no intention of raising capital. Consequently, the compliance requirements
are less. Once we have the listing, and have accrued a few months track record, we
are better prepared to meet the more onerous corporate compliance requirements
that the AIM (London Stock Exchange) board set.

To minimize Equity dilution : It is our intention to raise GBP15 GBP25 million

(nearer the time we will determine the amount) when we list on the AIM board
and this will be done by issuing RealStew shares to the institutions / investment
houses that would be interested in participating in the placement. The number of
shares available to issue will depend on a combination of the existing market price
of the shares (as traded on the NZX at this stage) and what discount premium we
would need to give up to secure the interest of the new shareholders. Having an
existing traded bench mark price for the shares will make the task easier and
reduce the number of shares which have to be issued to raise the capital;

To Increase Our Profile: Listing on the NZX is a good entry point into the financial
market and will be an excellent opportunity to establish a presence and a corporate
life as a listed entity. However, listing on the AIM board as well, introduces RealStew
to a much larger investor pool that would be prepared to invest in RealStew. This is
important and fulfils our stated objective to become one of the
Worlds largest communication Platforms.

CORPORATE STRUCTURING
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Pursuant to the resolutions passed by RealStew Connect Limited on the 8 April, and
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reaffirmed on Thursday the 10 July 2014, with effect from midnight GMT on the 31
March 2015, RealStew will commence trading, as a going concern, from RealStew Limited,
UK, which is an incorporated entity registered in terms of the company laws of England and
Wales.

All legal, administrative and commercial transactions relating to sale/ transfer of the
business and the intellectual property plus the redemption of the RealCoin Warrants will
be completed before the Trading date.

The management of the technical team will be directed from New Zealand with
team members in New Zealand, India, United Kingdom and South Africa.

Support will similarly be managed from New Zealand with a representative presence in the
United Kingdom, South Africa and in the course of 2015 an office will be opened in West
Africa and the United States.

Financial, secretarial and administrative services will be directed out of the United Kingdom
as will the main thrust of the strategic marketing.
SHARE REGISTER AND REALCOIN WARRANTS REDEMPTION

The corporate structuring includes the redemption of the RealCoin Warrants that have
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been issued in various stages since the 4 July 2013.

The RealCoin Warrants will be redeemed by the issue of fully paid shares in RealStew
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Connect Limited. As per a resolution of the company passed on the 8 April 2014 and
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reaffirmed on the 10 July 2014, each NXZ$1-00 RealCoin Warrant will be redeemed
in exchange for 70 RealStew Connect Limited ordinary shares.

The conversion and redemption of all RealCoin warrants and previous shareholders of
RealStew Connect Limited will take place at Midnight GMT time on the 31 March 2015
with the shares to held on behalf of RealCoin Warrant holders by RealStew Limited (UK), as
a nominee.
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On or before the 15 April 2015 RealStew will publish on the web a capture screen, as
detailed below, and all previous Foundation Club Members and RealCoin Warrant
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holders will be invited and asked to complete by no later than 30 April 2015. Their
online registration of the addresses can then be used in the Share Register.
THE NZX RULES AND DATA DISCLOSURE

The rules for securing a NZX listing on the NXT market (junior board) are inter alia the
support and endorsement of a listing Adviser, accredited by the NZX, to manage the
process.

The accredited listing Adviser, also referred to as a Sponsoring Broker, needs to be

comfortable about supporting the listing and in particular, be convinced that the
Management Team has the appropriate skills to operate and manage the enterprise.

Management will be required to submit and commit to Key Operating Milestones (KOMs)
which will be published on a regular basis so that any existing and prospective investor
can make an informed call on the continued progress of existing shares or current
information on the investment in new shares.

The listing rules require these KOMs to be presented at regular intervals, but to be no later
than every three months.

With due regards to the nature of the RealStew business we believe there are three prime
KOMs that we will present to the market, namely:

The number of RealChat mobile downloads (Android, iOS and Windows)

Eye ball traffic on the platform in terms of numbers of messages sent and received,
postings made, or material shared and forwarded that would attract the attention of
Members to the platform and present RealStew with an opportunity to leverage a
product offering;
Gross revenue invoiced by RealStew;

A sector breakdown of this data will be expanded in due course based on which interaction,
engagement and sharing is associated with business, social and private Members. We will
also give a breakdown on the number of subscribers to the different Applications and which
Applications are 100% owned by RealStew and which Applications developed and owned by
Third Party Developers where RealStew clips the ticket.

As we are a cloud based enterprise, we have real time access to the above data. This
presents us with an opportunity to publish the KOMs in real time 24 /7 with a breakdown of
these metrics on a 24 hour, 7 day and 30 day cycle.

REALSTEW DIVIDEND POLICY

RealStew has a dividend policy to distribute to shareholders 25% of after tax profits and pay
dividends 4 times a year.

RealStew has a business model that will allow the company to generate profits and be
cash generative, allowing it to reward shareholders with dividend on their investment.
OUR DISCLOSURE DOCUMENT RELEASED AT THE TIME OF THE NXT LISTING

We have no intention of raising capital on the NZX listing and therefore are only required to
release a disclosure document.

The disclosure document will be an opportunity to present to the existing shareholders,

prospective shareholders (and their financial advisers) detailed information on:

The uniqueness, and appropriateness, of our business model;

The depth, experience and strength of our management team;

The leverage value, from a management and execution perspective, of

our collaborative model;
The proprietary features of our IP;

STRATEGY

The disclosure document will declare the intention to secure a 1 billion base of active
Members and eye ball traffic of 100 billion daily interactions on the platforms by
December 2018.

Our strategy as to how we intend to reach these long term milestones will be articulated
in the disclosure document along with stepping stones on the journey.

THE IMPORTANCE OF ESTABLISHING VALUE FOR THE SHARES WHEN TRADED ON THE NXZ
BOURSE

The value of any share is what a willing buyer is prepared to pay a willing seller.

The listing on the NZX first will not involve the raising of capital but that is not the case
when we seek an AIM listing. It is our intention to raise GBP15 to GBP25 million on the
AIM listing.

Capital will be raised by the company issuing more shares with the quantity of shares to
be issued dependent on the price at which capital funders are prepared to subscribe to
the offer.

The issue price for the capital will depend on, inter alia:

The price at which the shares are trading on the NZX stock exchange;

The volume of shares traded on the NZX market determines the depth of the
demand for the shares. Where the volume us low less weight is placed on the price
of the share as a true indicator of market value;

The demand for the new shares to be issued from institutional and private investor
shareholders who see the medium to long term value of the company and the
potential for growth;
RealStew Management, after the NZX listing will need to strike a fine balance between
devoting time to executing the strategy to globally expand the enterprise and meeting the
KOMs and spending time on a road show presenting the company and its prospects to
existing and prospective investors.

Closer to the AI listing date the number of presentations on the road show will increase
dramatically with institutions and private investors groups courted in New Zealand, the
UK and the USA.

BOOK BUILD AND NIL PAID LETTERS OF ALLOCATION WHEN WE DO THE AIM LISTING

The day before the AIM listing, a book build is done of the offers / expressions of interest
to buy shares in the float and a strike price agreed on by those subscribers who will take up
shares.

It is correct policy, when we have a company already listed to offer existing shareholders an
opportunity to participate in any new float as well. It is our intention, as part of the listing
on AIM, to broaden the base of shareholders. Accordingly, from the new float to be issued,
we will limit the number of shares that will be reserved for existing shareholders and those
reserved for new shareholders.

We will allocate and reserve 20% of the new shares to be issued for existing
shareholders and the balance placed with new shareholders in the book build.

The process followed will go something like this:

Assume RealStew Limited has at the time of the second listing on the AIM board, 900
million shares on issue and the shares opened on the initial day of listing at $NZ0-50
each (giving the company a value of NZ$450 million) and with the metrics being met
the price rises to NZ$1-00 (value company ay NZ$900 million);

We also assume the share volume of trade is reasonable to indicate that the price
of NZ$1-00 is a good indicator of value from a volume perspective;

We will have developed a successful road show and have built up demand for the
new offer of shares before deciding to raise GBP25 million. (NZ$50 million based on
GBP0-50 = NZ$1-00);

We decide to place the new shares at a 20% discount to the current market value of
the shares so as to motivate / encourage take up and trade. Namely NZ$0-80 each;

To raise GBP25 million (NZ$50 million) we need to issue a further 62 500 000 shares
at NZ$0-80 each;

20% of these new shares, namely 12 500 000 will be reserved for
existing shareholders and the balance for new institutional shareholders.
Reserving 12 500 000 new shares to be allocated among holders of 900 million existing
shares, means we have a challenge in that we are not able legally to issue fractional shares
and from a secretarial / administrative perspective not less than 500 shares.

With 12 500 000 shares and a minimum of 500 shares to be issued then it follows, that only
those shareholders with 69 250 or more shares in RealStew will have the right to
participate in the rights issue which will be proportional to their shareholding thereafter.
For administrative purposes we will treat the threshold to be 75 000 RealStew shasres to
participate in the nil paid letters of allocation

Assume you are an existing shareholder and have say 75 000 shares. You will receive from
RealStew a Nil paid letter of allocation, inviting subscription to an issue of a further 75 000
/ 69 250 x 500 = 540 shares in the float at NZ$0-80 per share.

Where it gets interesting is that as rights holders you can trade these rights without paying
for the shares where the existing price is say NZ$1-00. Anyone wanting to buy shares in
RealStew at NZ$1-00 each can purchase the Nil paid letters of allocation at $1-00 each with
NZ$0-20 per share going to the holder and NZ$0-80 going to RealStew as the share
placement price. The Nil paid letters of allocation are therefore valuable to any holder.

It could be that the road show is super successful and the demand for shares from
institutions is so great that the offer to purchase shares in the float is oversubscribed. Often,
institutions will enter the market just before the float and buy as many shares as they can so
the difference between the market price for the shares and the Nil paid letter of allocation
widens to say a market price of NZ$1-60 (or even more) and a Nil paid price of NZ$0-80,
allowing rights holders to pick up a healthy profit without paying a cent.

The ball is entirely in our court to achieve our KOMs and demonstrate to the market that
we have what it takes to become the dominant global communication platform.

By achieving the stated KOMs, we will garner, as each month goes by, more institutional
support and the road show leading up to and after the AIM listing, where we achieve and
exceed KOMs, will attract a multiple in the subscription for shares issued for the AIM listing.

Nil paid letter holders will benefit substantially the bottom line is to invest in RealStew
shares now and benefit from the ability to trade in nil paid letters without any outlay at
the time of the AIM float.

Once we have determined a strike price for the issue the shares are issued and dual listing
on AIM and NZX will commence.

We will then move the primary listing to AIM (London) and the shares in London will
be quoted in GBP and on the NZX in NZ$.
The threshold to participate will therefore be 75 000 RealStew shares and then multiple of
75 000 thereafter. Anyone who is therefore a current RealStew shareholder / RealCoin
Warrant holder please note if you are close to these thresholds you may use this
opportunity to subscribe for additional RealCoin warrants now before we close at the end of
March 2015

TIMING OF THE NEW ZEALAND LISTING

By the end of March 2015, we are required to complete all the secretarial work, RealCoin
redemption and legal work. Also we must complete the transfer of the business /IP to the
UK registered entity and get all the shares, in the UK registered company, issued to
shareholders.
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We will commence trading, as a UK based business, from midnight GMT on the 31 March
2015 and start recording / reflecting the KOMs. We propose trading for at least a month so
as to get some history on the KOMs tables and refine projections for the disclosure
document which we expect to be ready, subject to final tweaking, by the end of April 2015.

THE KOMs WE WOULD LIKE TO HAVE IN PLACE

We have an existing User base that actively interacts on the platform and we have for a few
months now been tracking the eye ball traffic and revenue numbers on the platform.
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With the addition of RealChat for mobile in early December and the upgrade on the 19
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January together with the planned upgrades on the 9 Feb and every three weeks thereafter,
we will, by the end of March see a material increase in the traffic and revenue numbers we
will also, as a KOM, start tracking the number of RealChat mobile downloads.

In recent months, we have committed resources to priming three business groups in

London, with sponsored syndicates, to launch RealChat and should everything go to plan we
envisage at least 40 000 downloads of RealChat and subscriptions to as many RealChat, as
well as upgrades to the application with revenues just less than GBP80 000.

By the end of April we believe we will be able to present to the market the following KOMs:

A total of 40 000 Mobile uploads (across all platforms) and, an average of at least

200 new uploads a day translating to a compounding growth of a 15% month on

month increase in Mobile RealChat Users;

Eye ball traffic based on at least 400 000 per 24 hour cycle and a week on week
increase of 10% compounded growth in these numbers;

Daily revenue tracking at GBP1500-00 and increasing week on week at 10% per
week with projected analysed revenues of GBP 6 million.
ANALYSIS DOES NOT BREED PARALYSIS AN OPPORTUNITY TO LEVERAGE DATA SHARING

From the KOMs page we will add a link to a FREE application that any budding business
analyst or statistician can access which would allow them to interrogate the disclosed data,
set up graphs, plot trends, make assumptions and analyse the impact of these assumptions.

Accessing the application will automatically subscribe the Member to a blog and a Many to
Many User Group.

Members of the User Group will be asked to debate the analysed numbers and then share
their comments on social media platforms with the more topical points covered by
informative blog postings.

Active Members of the Group, due to their penchant for financial services, will be directed to
a broader range of financially focused subscription based Applications directly linked to Peer 2
Peer Lending, Crowd Funding, Foreign Exchange and Passive income trading.

ESTABLISHING LIQUIDTY FOR THE SHARES ON THE NZX MARKET

Listing on the NZX, where we are not raising capital, creates certain challenges with regards
to establishing market liquidity for the trading of the shares.

The listing will open with control of the company vesting with the Trust (50.1%) and the
rest of the shares tightly helped by founders and some 1500 loyal RealStew supporters.

An active road show coupled to a good story to tell, expounding the qualities and
potential of RealStew already with established Members in 90% of the Worlds countries
will create a scenario that we will garner support for the shares. However, we must be
aware of the danger in creating an unsustainable bubble in the value of the company in the
short term which could prove to be unsustainable.

We will resolve the liquidity issue by including, as an irrevocable condition of the listing,
that any shareholder, as at the date of the NZX listing, who has 250 000 shares or more will
be obliged to sell at 5% of their shares into the market. The Trust, which is the controlling
shareholder, will be excluded from this obligation.

With 900 million shares on issue and 50.1% controlled by the Trust and the balance shared
by 1500 plus shareholders, we believe that the 5% obligation will relate to some 300 million
shares, or provide 15 million of the shares into a free float.

The NZX listing Sponsoring Broker will have the irrevocable mandate to place the 15 million
shares into the market. We would propose that this be done as follows:

From the date of listing a period of 100 share trading days from this date the
Broker shall sell into the market on 4 different occasions on each day blocks of
shares into the market;
 Based on the number of shares held by the broker being 30 million, and with 100
trading days and 4 trading periods per day, the broker will offer for sale (at the best
possible price) 37 500 shares per period or 150 000 shares per day.

The Broker represents all shareholders equally and the shares of each client sold pro rata to
the number they have for sale.

TRADING PRICE FOR THE SHARES WHEN THEY FIRST OPEN ON THE NZX

The NZX listing process will include a road show to the investor community in NZ and
the UK. The disclosure document will cover the main points but a particular emphasis will
be made of the following unique aspects of the RealStew business:

Easy traction, limited friction and universal acceptance of our offering gives us a
global presence without having to open offices in every country where our Members
are located;

The integrated nature of the RealStew platform that brings together

communication, knowledge aggregation and financial services;

Pull marketing as opposed to push with RealStew positioned to capitalize on

Mobile marketing;
 RealStew is on track to become the Worlds largest Cloud based Book Keeping and
Accounting Service Provider;

RealChat Mobile an instant messaging system with a clear business model that
monetizes each and every interaction, engagement and instant message on the
Platform;

RealFinancial, an online financial gateway with the seamless integration of a full

range of financial products and services to a market not restricted to the
banked market;

A support and sales network that strips fixed overheads out of the operation
and presents a SaaS model that is profitable for each new application added to
the library;

Knowledge aggregation and storage, positioning RealStew to become a

market leader in cloud based storages services;

RealStew, as a collaborative model, is positioned to socially secure a loyal

following who will choose to use the RealStew Platform as their focal point for
communicating and socializing with their contacts;

Focusing on the KOMs and in particular the monetization of the eye ball traffic and
the real time tracking of subscription revenues means that we can present to the
Market, trading figures which will demonstrate that RealStew is cash generative,
while debunking the suggestion that growth in the platform requires large capital
calls to fund trading losses, rather than using a capital call to fund stepped growth;

We will, in the course of the road show be asked to put forward and indicated opening
price for the shares, that we believe is reasonable and a bench market to start the ball
rolling. We believe it would not be unreasonable to suggest that RealStew should start with
a Market Capital value of NZ$500 million with the shares opening at between NZ$0-50 to
NZ$0-60 each. We would support an argument for this opening value with the following
facts:

The opening Market Value of NZ$500 million for the enterprise is 25% of Xeros
market cap with the difference being that before the end of 2015 RealStew will have
a substantially higher number of Cloud Based Online Financial Accounting clients
than Xero and will catch up and overtake it. Intuit (https://www.intuit.com) , the
worlds largest service provider, in terms of numbers of paid subscribers and has a
market capital value of US25 billion.

WhatsApp was purchased by Facebook for NZ$22 billion with revenues less than
US$20 million and a business model unable to monetize easily the billions of
instant messages processed through the Platform each day.
With an opening Market Capital value of NZ$500 million we will move the value up to NZ$1
billion (NZ$0-50 to NZ$1-00 value per share) by the time it comes to address the placement
of shares in the AIM listing.

CAPITAL RAISED AT THE AIM LISTING

RealStew will place new shares on the AIM listing to secure between GBP15 25 million. A
final decision as to the amount to be raised will be made during the book build where the
company will be in a better position to determine the demand for the shares. The funds will
be deployed to substantially scale up the growth of the platform.

LIFE AFTER LISTING

The listing of the shares on both the NZX and AIM boards is an important part of the
RealStew journey.

The listing will materially position RealStew on the global stage and it is up to us as
founders, shareholders, stakeholders and Users of the Platform to focus on the next goal
and that is 1 billion active Members by December 2018.

THE FOUNDATION CLUB USER GROUP MEMBERSHIP AFTER THE LISTING

The Foundation Club User Group has from inception been a User Group where subscription
to the Group included the Member becoming a RealStew Shareholder and part of the
policy team.

From the time we list on the NZX it will not be legally possible to allot further shares and
all trading with shares will be executed and managed on the exchange.

In keeping with the ethos of the User Group being the domain of all Users who have a
financial commitment to RealStew we propose to extend the Membership to include all
RealStew shareholders as recorded in the company share register PLUS all Members
who have agreed to participate in the Charity Sharing Application. Members must agree
to instruct RealStew to round down each Currency on the Passive Income Flow tables at
the end of each calendar month and then donate the rounded down funds to one or
more registered Charities.

We believe this will materially increase the Foundation Group User Numbers with the
Group playing an increasingly important part in leveraging the growth of RealStew to reach
the target base of 1 Billion Active Members by December 2018.

We see the day when there will be 100 000 active Foundation Club Members and
representatives of each and every Country and all Time Zones. The User Group will never
sleep with each group of members holding and transferring the baton 24/7. A living
machines that drives and leverages our success.
SUCCESS LEVERAGE SUCCESS

The 5 years and capital many of us have committed to building RealStew to the point
where we will enjoy public recognition and the media attention and real tangible wealth
which over 1500 shareholders are about to experience will materially change the dynamics
of the game.

We will leverage our success to drive RealStew to a super successful AIM listing and we will
all see a daily, weekly and monthly increase in the numbers.

JOIN THE FOUNDATION CLUB AND TAKE UP THE CHALLENGE

We have the draw for 20 000 RealStew shares at the end of January for all newbies and
their sponsors to the Foundation Club.

FINAL DATE TO SUBSCRIBE FOR REALCOIN WARRANTS AND REDEMPTION OF WARRANTS

FOR REALSTEW SHARES

Additional capital is required to cover the cost of listing RealStew on the NZX as well
as corporate, secretarial and legal work involved in restructuring the group.
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The final date to subscribe for RealCoin Warrants is on or before the 31 March 2015.

THE INDIAN CONNECTION

India, from the perspective of boosting our technical capacity and as growth market,
will play a very important part in our 2015 success.

We are continuing our discussions on a number of levels and different parties and we look
to include the results of these negotiations in the disclosure document at the time of the
NZX listing.

GENERAL COMMENT

RealStew committed to its current journey almost 6 years ago and through this time we
have overcome many challengers, made more good decisions than bad ones and the
bad ones never crippled us.

We embrace the opportunities in the problems and do not allow the problems in
the opportunity to hold us back.

ONWARDS AND UPWARDS