COMPLII FINTECH SOLUTIONS LTD — M&A Activity 2020

Dec 9, 2020

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ASX Announcement

10 December 2020

Update on the Takeover Offer and Public Offer

Completion of the Takeover Offer

Complii FinTech Solutions Ltd (formerly named Intiger Group Limited) (ASX: IAM) ( Company ) advises that its off-market takeover offer for all of the fully paid ordinary shares on issue in Complii Limited (formerly Complii FinTech Solutions Ltd ( Complii Limited ) pursuant to the bidder’s statement dated 2 November 2020 ( Bidder’s Statement ) closed at 5:00pm (WST) on 9 December 2020.

Following the close of the Takeover Offer, the Company has received acceptances in respect of 99,614,709 fully paid ordinary shares in the capital of Complii Limited ( Complii Shares ) (out of a total of 99,712,192 Complii Shares) representing a relevant interest of 99.90% in Complii Limited.

The Company has lodged a notice with ASIC in order to acquire the balance of the Complii Shares (being 97,483 Complii Shares) pursuant to the compulsory acquisition process under section 661B of the Corporations Act 2001 (Cth).

Pursuant to the Takeover Offer, the Company has issued:

• a) 123,878,773 fully paid ordinary shares in the capital of the Company ( Shares );

• b) 30,969,696 unquoted options exercisable at $0.05 each on or before 31 December 2022; and

• c) 41,292,926 unquoted options exercisable at $0.10 each on or before 31 December 2023,

to the shareholders of Complii Limited.

The Company confirms that holding statements in respect of the above securities will be dispatched today.

Completion of the Public Offer

The Company confirms that all conditions to the public offer under the Company’s prospectus dated 11 November 2020 ( Prospectus ) ( Public Offer ) have been satisfied and that the Public Offer, Priority Offer, Cleansing Offer, and Options Offer (each defined in the Prospectus) have closed. The Company confirms that it has issued 140,000,000 Shares pursuant to the Public Offer and 10,000,000 unquoted options exercisable at $0.05 each on or before 31 December 2023 pursuant to the Options Offer.

Issues of Securities

In addition to the issues of securities under the Takeover Offer, the Public Offer and the Options Offer (as set out above), the Company has issued:

• a) an aggregate of 5,213,698 Shares to the holders of convertible notes on conversion of the convertible notes and in satisfaction of interest owing under the convertible notes;

• b) an aggregate of 5,000,000 Shares to the nominees of Euroz Hartleys Securities Ltd ( Euroz Hartleys ) and Mr Michael Carter in consideration for introduction and facilitation services provided to the Company with respect to the acquisition of Complii Limited;

ABN 71 098 238 585 Level 1, 56 Pitt Street, Sydney NSW 2000 Website: www.Complii.com.au Email: investors@complii.com.au Telephone: 02 9235 0028

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• c) 187,500 Shares to Euroz Hartleys (or its nominee) in consideration for services provided in connection with services provided in respect of a placement conducted by the Company in June 2020;

• d) 550,000 Shares to Mr Greg Gaunt in lieu of accrued directors’ fees; and

• e) an aggregate of 25,250,000 Performance Rights to Mr Craig Mason and Ms Alison Sarich (or their nominees).

The Company confirms that holding statements in respect of the above securities will be dispatched today.

Board Changes

Following completion of the acquisition of Complii Limited, Mr Patrick Canion and Mr Mark Fisher have formally resigned from the Board. They have been replaced by Mr Craig Mason as Executive Chairman and Ms Alison Sarich as Managing Director. The material terms and conditions of Mr Mason and Ms Sarich’s appointment are summarised in the Prospectus.

Additionally, Mr Stuart Usher has formally resigned as Company Secretary and been replaced by Ms Karen Logan.

Completion of Consolidation

The Company confirms that it has completed the consolidation of its securities and has issued holding statements to its existing shareholders reflecting the change in the number of securities that they hold on a post-consolidation basis.

Reinstatement to Official Quotation

On 3 December 2020, the Company received a letter from ASX approving the re-instatement of its securities to trading on ASX, subject to satisfaction of customary conditions. The Company is continuing to work with the ASX to satisfy these conditions.

This announcement was authorised to be given to ASX by the Board of Directors of Complii FinTech Solutions Ltd.

Craig Mason

Executive Chairman

- ENDS –

For more information please contact:

Craig Mason Alison Sarich Executive Chairman Executive Director 0437 444 881 (08) 9235 0028 investors@complii.com.au investors@complii.com.au

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