Complii FinTech : Lodgement of Bidder's Statement

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ASX Announcement

20 June 2022

Lodgement of Bidder's Statement

Complii FinTech Solutions Limited (Complii or the Company) (CF1.ASX) is pleased to announce it has today lodged with ASIC and sent to Registry Direct Limited (ASX: RD1) (Registry Direct) a bidder's statement in relation to its off-market takeover for all of the fully paid ordinary issued shares on issue in Registry Direct (Takeover Offer, Bidder's Statement). A copy of the Bidder's Statement is attached.

The Takeover Offer will open on 4 July 2022 and is scheduled to close on 5 August 2022 unless extended in accordance with the Corporations Act 2001 (Cth).

The Takeover Offer is subject to a number of conditions as set out in the Bidder's Statement. These include a 90% minimum acceptance condition, so as to ensure the merger will only proceed if Complii becomes entitled to acquire all of Registry Direct's issued shares.

This announcement is authorised by the Board of Complii Fintech Solutions Limited.

- ENDS -

For more information please contact:
Craig Mason	Alison Sarich
Executive Chairman	Managing Director
0437 444 881	[phone]
[e-mail]	[e-mail]

Complii FinTech Solutions Ltd
	www.complii.com.au
ABN 71 098 238 585	[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

THIS IS AN IMPORTANT DOCUMENT WHICH YOU SHOULD READ CAREFULLY.

IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER

PROFESSIONAL ADVISER.

RECOMMENDED TAKEOVER OFFER

COMPLII FINTECH SOLUTIONS LTD

ACN 098 238 585

(Complii)

Bidder's Statement

in relation to the Takeover Offer by Complii to acquire

ALL of your ordinary shares in

REGISTRY DIRECT LIMITED

ACN 160 181 840 (Registry Direct)

• ACCEPT

For every 4.5 Registry Direct Share you own, you will receive one (1) new Complii Share

REGISTRY DIRECT'S DIRECTORS HAVE UNANIMOUSLY RECOMMENDED THAT YOU ACCEPT THE

TAKEOVER OFFER IN THE ABSENCE OF A SUPERIOR PROPOSAL.

Legal Adviser to Complii

Financial Adviser to Complii

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K E Y D A T E S

INDICATIVE TIMETABLE*
Execution of the Bid Implementation Agreement	6 June 2022
Announcement of the Takeover Offer	6 June 2022
Date of this Bidder's Statement	20 June 2022
Date that this Bidder's Statement was lodged with ASIC	20 June 2022
Takeover Offer opens (date of Takeover Offer)	4 July 2022
Takeover Offer closes (unless otherwise extended or	5 August 2022
withdrawn)**
Completion of the Takeover Offer and issue of Complii Shares	8 August 2022
under the Takeover Offer

• The above dates are indicative only and may change without notice, subject to compliance with the Corporations Act.
• The closing date for the Takeover Offer may change as permitted by the Corporations Act.

TAKEOVER OFFER INFORMATION LINE

If you have any questions about this Bidder's Statement or the Takeover Offer, you should contact Complii on [phone] or [e-mail].

For personal

IMPORTANT INFORMATION

Bidder's Statement

This document is a bidder's statement (Bidder's Statement), dated 20 June 2022, issued by Complii FinTech Solutions Ltd (ACN 098 238 585) under Part 6.5 of the Corporations Act in relation to an off- market takeover offer by Complii to acquire Registry Direct Shares and sets out certain disclosures required by the Corporations Act.

A copy of this Bidder's Statement was lodged with ASIC on 20 June 2022. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this Bidder's Statement or the merits of the Takeover Offer.

Investment Risks

There are a number of risks that may have a material impact on the value of the Takeover Offer, the future performance of the Combined Group and the value of Complii Shares.

Some of these risks are described in Section 9 of this Bidder's Statement.

Foreign Jurisdictions

The distribution of this Bidder's Statement and the making of the Takeover Offer may be restricted by the laws or regulations of foreign jurisdictions. Persons who come into possession of this Bidder's

Statement must observe these restrictions.

The Takeover Offer is not being made, directly or indirectly, in or into, and will not be capable of acceptance from within any jurisdiction, if to do so would not be in compliance with the laws of that jurisdiction.

No action has been taken to register or qualify Complii or to otherwise permit the offering of Complii Shares outside Australia and its external territories.

This Bidder's Statement has been prepared having regard to Australian legal disclosure requirements. These disclosure requirements may differ from those of other countries.

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Disclaimer Regarding Forward Looking Statements

This Bidder's Statement includes forward- looking statements that have been based on Complii's current expectations and predictions about future events including Complii's intentions (which include those set out in Section 6). These

forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of Complii, Registry Direct and the Combined Group to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 9.

None of Complii, its officers, nor persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of any forward looking statements. You are cautioned not to place reliance on these statements in the event that the outcome is not achieved. The forward-looking statements in this Bidder's Statement reflect views held only at the date of this Bidder's Statement.

Value of Complii Shares

Any reference to the implied value of the Consideration should not be taken as an

indication that Registry Direct Shareholders will receive cash.

As you are being offered Complii Shares as consideration for your Registry Direct Shares, the implied value of the Takeover Offer will vary with the market price of Complii's Shares.

Further information on the implied value of the Takeover Offer is contained in this Bidder's Statement. Before accepting the

Takeover Offer, Registry Direct Shareholders should obtain current quotes for Complii Shares as well as Registry Direct Shares from their stockbroker, financial adviser, or otherwise.

All references to the implied value of the Takeover Offer set out within this Bidder's Statement are subject to the effects of rounding.

Investment Advice

This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each Registry Direct Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Takeover Offer.

Privacy

Complii has collected your information from the registers of Registry Direct for the purposes of making the Takeover Offer and administering your acceptance of the Takeover Offer. Complii and its share registry may use your personal information in the course of making and implementing the Takeover Offer. Complii and its share registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about Complii Shares and your holding if you accept the Takeover Offer, please contact Complii at the address set out in the Corporate Directory.

Responsibility for Information

The information on Registry Direct, the Registry Direct Group and Registry Direct securities contained in this Bidder's Statement should not be considered to be comprehensive and has been prepared using publicly available information and information made available to Complii by Registry Direct. The information on the Registry Direct Group (including information in respect of its assets and liabilities, financial position and performance, profits and losses and securities) has not been independently verified by Complii. Accordingly, Complii does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or

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completeness of such information. The information on the Combined Group contained in this Bidder's Statement, to the extent that it incorporates or reflects information on Registry Direct and the Registry Direct Group, has also been prepared using publicly available information and information made available by Registry Direct. Accordingly, information in relation to the Combined Group is subject to the foregoing disclaimer to that extent.

Further information relating to Registry Direct's business may be included in Registry Direct's Target's Statement.

Nexia Perth Pty Ltd has prepared, and is responsible for, the information regarding

the general Australian taxation implications of the Takeover Offer contained in Section 8. Complii and its respective advisers (except for Nexia Perth Pty Ltd) do not assume any responsibility for the accuracy or completeness of the information set out in Section 8.

Defined Terms

A number of defined terms are used in this Bidder's Statement. Unless expressly specified otherwise, defined terms have the meaning given in Section 12.

Internet Sites

Complii and Registry Direct each maintain internet sites. The URL location for Complii is: https://www.complii.com.au

and for Registry Direct is: https://www.registrydirect.com.au

Information contained in or otherwise accessible through these internet sites is not part of this Bidder's Statement. All references to these sites in this Bidder's Statement are for information purposes only.

Estimates and Assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations

of the same in this Bidder's Statement are references to estimates, assumptions and derivations of the same by Complii's management. Management estimates reflect, and are based on, views as at the date of this Bidder's Statement, and actual facts or outcomes may materially differ from those estimates, assumptions or views.

Effect of Rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Bidder's Statement.

Currencies

In this Bidder's Statement, references to "Australian dollars", "$", "A$" or "cents" are to the lawful currency of Australia.

This Bidder's Statement may contain conversions of relevant currencies to other currencies for convenience. These conversions should not be construed as representations that the relevant currency could be converted into the other currency at the rate used or at any other rate. Conversions that have been calculated at the date of this Bidder's Statement (or any other relevant date) may not correspond to the amounts shown in the historic or future financial statements of Complii or Registry Direct in respect of which different exchange rates may have been, or may be, used.

Queries

If you have any enquires about the Takeover Offer or are unsure about how to deal with this Bidder's Statement, please contact the Company on [phone] or [e-mail], or your legal, financial or professional adviser.

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