COMPLII FINTECH SOLUTIONS LTD — M&A Activity 2020

Dec 1, 2020

A.C.N. 098 238 585

==> picture [218 x 53] intentionally omitted <==

ASX Announcement

2 December 2020

Update on Takeover Offer

Intiger Group Limited (ASX: IAM) ( Intiger ) is pleased to announce that it has declared its off-market takeover offers ( Offer ) for all of the ordinary shares in Complii FinTech Solutions Ltd ( Complii ) free from all defeating conditions, other than the condition set out in section 11.8(i) of the bidder’s statement dated 2 November 2020. This condition relations to shareholder approval of the ‘Essential Resolutions’ which is being sought at the shareholder meeting which will be held on 4 December 2020.

As at the date of this announcement, Intiger has a relevant interest in 99.90% of Complii shares.

Notices in accordance with section 650F and section 630(3) of the Corporations Act 2001 (Cth) ( Corporations Act ) were provided to Complii today and are attached to this announcement as Annexure A and Annexure B respectively.

Intiger expects to complete the acquisition of Complii FinTech Solutions Ltd and have its shares reinstated to trading on ASX shortly thereafter. Intiger is currently actively working with the ASX to achieve reinstatement of its securities.

Intiger has also resolved to extend the cleansing offer under the prospectus dated 11 November 2020, to 17 December 2020.

This announcement is authorised for release by the board of directors of Intiger.

==> picture [87 x 48] intentionally omitted <==

Stuart Usher

Company Secretary

- ENDS -

C/- Wolfstar Group PO Box 52, West Perth WA 6872 Level 1, 247 Oxford Street, West Leederville WA 6007 P + 61 8 6141 3500 - F + 61 8 6141 3599 ABN 71 098 238 585 www.intigergrouplimited.com.au

ANNEXURE A

NOTICE UNDER SECTION 650F OF THE CORPORATIONS ACT 2001 (CTH): DECLARING THE OFFERS FREE OF CERTAIN CONDITIONS

• To: 1. Complii FinTech Solutions Ltd (ACN 142 459 327) ( Complii

  1. Australian Securities & Investments Commission ( ASIC ).

  2. ASX Limited (ACN 008 624 691) ( ASX ).

This is a notice issued by Intiger in relation to the offers dated 3 November 2020 made under its off-market takeover bid to acquire all the ordinary shares ( Offer ) in Complii Fintech Solutions Ltd (ACN 142 459 327) ( Complii ) pursuant to its bidder’s statement dated 2 November 2020 ( Bidder’s Statement ).

Words defined in the Bidder’s Statement have the same meaning in this notice, unless the context requires otherwise.

OFFER FREE FROM CERTAIN CONDITIONS

For the purposes of section 650F of the Corporations Act 2001 (Cth), Intiger gives notice and declares that:

• a) as at the date of this notice, the conditions set out in sections 11.8(a) (Minimum Acceptance), 11.8(j) (Public Offer), 11.8(m) (Convertible Securities), 11.8(n) (Complii Loans), 11.8(o) (Complii Share Issues), 11.8(p) (Intiger Convertible Notes) and 11.8(q) (Spread) of the Bidder’s Statement have been fulfilled;

• b) Intiger has waived all conditions to the Offer (and each contract resulting from the acceptance of the Offer) set out in section 11.8 of the Bidder’s Statement, other than the “Essential Resolution” condition set out in section 11.8(i) of the Bidder’s Statement; and

• c) as at the date of this notice, Intiger’s voting power in Complii is 99.90%, comprising 99,614,709 shares out of a total 99,712,192 Complii shares currently on issue.

Dated: 2 December 2020

==> picture [39 x 29] intentionally omitted <==

Signed for and on behalf of Intiger Group Limited

Greg Gaunt Director

==> picture [133 x 133] intentionally omitted <==

ANNEXURE B

NOTICE UNDER SECTION 630(3) OF THE CORPORATIONS ACT 2001 (CTH):

STATUS OF CONDITIONS

• To: 1. Complii FinTech Solutions Ltd (ACN 142 459 327) ( Complii

  1. Australian Securities & Investments Commission ( ASIC ).

  2. ASX Limited (ACN 008 624 691) ( ASX ).

This is a notice issued by Intiger in relation to the offers dated 3 November 2020 made under its off-market takeover bid to acquire all the ordinary shares ( Offer ) in Complii Fintech Solutions Ltd (ACN 142 459 327) ( Complii ) pursuant to its bidder’s statement dated 2 November 2020 ( Bidder’s Statement ).

Words defined in the Bidder’s Statement have the same meaning in this notice, unless the context requires otherwise.

STATUS OF CONDITIONS

For the purposes of section 630(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), Intiger gives notice that:

• a) as at the date of this notice, the conditions set out in section 11.8(a) (Minimum Acceptance), 11.8(j) (Public Offer), 11.8(m) (Convertible Securities), 11.8(n) (Complii Loans), 11.8(o) (Complii Share Issues), 11.8(p) (Intiger Convertible Notes) and 11.8(q) (Spread) have been fulfilled. All other conditions to the Offer have not been fulfilled, although, as noted at (b) below), Intiger has waived all outstanding conditions to the Offer other than the “Essential Resolution” condition set out in section 11.8(i) of the Bidder’s Statement;

• b) Intiger has waived all conditions to the Offer (and each contract resulting from the acceptance of the Offer) set out in sections 11.8 of the Bidder’s Statement, other than the “Essential Resolution” condition set out in section 11.8(i) of the Bidder’s Statement by the notice given under section 650F of the Corporations Act dated 2 December 2020; and

• c) as at the date of this notice, Intiger’s voting power in Complii is 99.90%, comprising 99,614,709 shares out of a total 99,712,192 Complii shares currently on issue.

Dated: 2 December 2020

==> picture [39 x 29] intentionally omitted <==

Signed for and on behalf of Intiger Group Limited

Greg Gaunt

Director

==> picture [136 x 136] intentionally omitted <==