COMPLII FINTECH SOLUTIONS LTD — M&A Activity 2021

Sep 16, 2021

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ASX Announcement 17 September 2021

Proposed Acquisition of PrimaryMarkets Presentation

Complii FinTech Solutions Limited “Complii” (CF1.ASX) is pleased to release a copy of a presentation providing information relating to the proposed acquisition of PrimaryMarkets Limited, the details of which were announced to ASX on 15 September 2021.

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

- ENDS -

For more information please contact:

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Craig Mason Executive Chairman 0437 444 881 investors@complii.com.au

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Alison Sarich Managing Director (02) 9235 0028 investors@complii.com.au

Complii FinTech Solutions Ltd

www.complii.com.au investors@complii.com.au Telephone: 02 9235 0028

ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

Acquisition Announcement September 2021

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Complii FinTech Summar y

• Complii FinTech Solutions, is enhancing its competitive offering by acquiring PrimaryMarkets in an all-scrip Takeover Offer.

• PrimaryMarkets is Australia's number 1 online share trading platform for unlisted companies and funds and which also assists companies with their capital raising endeavours and share registry requirements.

• PrimaryMarkets has a global investor network of over 110,000

• Has traded over $187M in securities

• Listed over 383 company trading opportunities

• Platform has online AML/KYC, Sophisticated Investor Status and third-party Escrow.

• Complii and PrimaryMarkets are combining their complementary businesses servicing the stockbroker and AFSL holder networks plus both ASX and unlisted companies by providing online compliance solutions and adding additional product offerings including share trading for unlisted companies.

• This Takeover will see the creation of a global technology trading platform where companies as well as stockbrokers, AFSL holders and investors can undertake compliance, list, trade and raise new capital as well as clearing and settlement services.

• Complii is seeking to acquire 100% of PrimaryMarkets which will represent approximately 25% of Complii on a post trade basis.

• The Takeover Offer is subject to the satisfaction of certain bid conditions including a 90% minimum acceptance from PrimaryMarkets shareholders. 2

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Key Transaction Highlights Key Highlights

Significant Increase in Investor Network

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Large Database of Sophisticated Members Expansion of current customer offering

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Diversification of Revenue with a Higher Margin Additional revenue streams

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Market Leading Technology

State of the art online trading platform for unlisted companies

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Servicing both Public and Private Markets

1[st] full end to end service offering

Complii FinTech Key Highlights

Customer Offerings Customer Snapshot – Combined Customer Base

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Complii PrimaryMarkets Total
Stock broking,
investment and
advisory firm 103 33 136
clients
Number of 3,500 110,000 113,500
members
Companies on 383 383
trading platform
(cumulative)
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New Product Offerings from PrimaryMarkets

Global Trading Platform for Unlisted Securities Private Trading Hubs, Secondary Shares and Unicorns

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Capital Raising Enhancements

Complementary online service offering

Additional Product Offerings Settlement Services

Service offering – inclusive of clearing, settlement, escrow and share registry services

Complii FinTech New Product Offerings

Group Revenue Allocations

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Revenue Allocations Revenue Break Down
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22%
26%
44%
56%
8%
3%
41%
Trading Complii Platform
Complii PrimaryMarkets
Complii Services Capital Raise
Other
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ASX Investor Centres

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Enables publicly traded companies to effectively promote themselves to the market

Total Group Revenue - $4.9M FY21A (Incl 1.3M in R&D/Govt Grants)

Source: FY21 audited accounts

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Complii FinTech PrimaryMarkets Offering

PrimaryMarkets Business Offering

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Liquidity & Monetisation

Ability for shareholders/directors/ founders to sell down positions

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Global Investor Base

Enhances connectivity and brand awareness

Key Statistics

• 110,000+ Global Investor Network

• Sourced from over 119 Investor countries

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Access to New Capital

Access to active investors in private markets

Cornerstone Investors

Private equity looking to take cornerstone investment positions

Diversification of Shareholders

New shareholders diversity Expansion of shareholder base and investor spread pre-IPO

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Significant Time/Cost Savings Significantly cheaper and faster than listing on ASX

ASX Company Offering Captured Investor base provides effective way to promote company

Employee Benefits

Allow employees to monetise their equity anytime and to incentivise/attract new talent

• Over 383 company opportunities listed

• Over $187M transacted on platform

• End to End trading solutions

• Technology enabled

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Complii FinTech PrimaryMarkets - Trading Case Study

Significant Value Accretion For Our Traders

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$2.00
1,000%+ growth
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00
11-Mar-21 11-Apr-21 11-May-21 11-Jun-21 11-Jul-21 11-Aug-21
Price Per Share
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Animoca Brands

• Delisted from ASX March 2020

• Trading commenced on PrimaryMarkets July 2020 at $0.07

• Share price growth over 1,000%+

• PrimaryMarkets successfully traded 43M+ shares

• $1B Unicorn status achieved in May 2021

• Now trading at $1.80

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Complii FinTech Group Customer Expansion

Customer Examples

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Transaction Details[(*)]

The proposed capital structure of the Company following completion of the Takeover Offer and issue of all securities contemplated thereunder is set out below.

Holder	Shares	Options	Performance Rights
Current CF1 Shareholders	299,153,562	82,333,3381	29,250,000
Shares and Options issued pursuant to the Takeover Offer	105,000,000	37,000,000
Facilitation Shares	6,000,000
Performance Rights to PrimaryMarkets executives			9,000,000
Total	410,153,562	119,333,338	38,250,000

Complii FinTech Capital Structure

Capital Structure Post Transaction (Indicative)

Description	Amount
ASX Code	CF1
Share price	$0.055
Shares on Issue	410.15M
Market Capitalisation	$22.56M

• Source Complii ASX announcement 15[th] September 2021

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Shareholding Post Transaction

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Total Shares on Issue = 410.15M

PrimaryMarkets shareholders to represent circa 25% of post transaction shareholding in Complii.

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Complii FinTech Capital Structure

Craig Mason

Executive Chairman - Complii

“ We are now able to provide a full end-to-end digital service offering to our customers which gives us a significant lead in our industry. Complii believes that the takeover will provide both Complii and PrimaryMarkets with additional and complementary business opportunities for their respective current operations"

Gavin Solomon

Executive Chairman - PrimaryMarkets

“ It is expected that, together, PrimaryMarkets and Complii will be able to provide technology to accredited and sophisticated investors to enable them to invest in and trade securities in private/unlisted companies and raise new capital, bringing visibility and transparency to an otherwise opaque market .”

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Group Growth Strategy

Growth strategy is a layered approach, to build recurring subscription revenue

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Continue to Grow
Engagement with
Stock Brokers
Corporate Advisory Firms
Wealth Managers
Financial Planners
Banks
International
Private Companies
Sophisticated Investors
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Organic Growth via
Cross-Module Sales
Ensure existing clients are
aware of the full suite of
products to enhance
operational and
administrative efficiencies
Inclusive of Trading Services
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Corporate Growth
Acquisition of complementary
technology and integrated
services and customers with
additional product offerings
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Contact Information

Alison Sarich Managing Director

Craig Mason Executive Chairman

Lucas Robinson Investor Relations

Complii Fintech Solutions 0488 327 688

Complii Fintech Solutions 0437 444 881

Corporate Storytime 0408 228 889

alison@complii.com.au www.complii.com.au

craig@ckmason.com www.complii.com.au

lucas@corporatestorytime.com

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Disclaimer

This presentation has been prepared by Complii FinTech Solution Ltd (“Complii” or the “Company”) based on information available to it as at the date of this presentation. The information in this presentation is provided in summary form and does not contain all information necessary to make an investment decision.

This presentation does not constitute an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in Complii, nor does it constitute financial product advice or take into account any individual’s investment objectives, taxation situation, financial situation or needs. An investor must not act on the basis of any matter contained in this presentation but must make its own assessment of Complii and conduct its own investigations. Before making an investment decision, investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. Complii is not licensed to provide financial product advice in respect of its securities or any other financial products. Cooling off rights do not apply to the acquisition of Complii securities.

Although reasonable care has been taken to ensure that the facts stated in this presentation are accurate and that the opinions expressed are fair and reasonable, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of Complii, its officers, directors, employees and agents, nor any other person, accepts any responsibility and liability for the content of this presentation including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of or reliance on any of the information contained in this presentation or otherwise arising in connection with it.

The information presented in this presentation is subject to change without notice and Complii does not have any responsibility or obligation to inform you of any matter arising or coming to their notice, after the date of this presentation, which may affect any matter referred to in this presentation.

The distribution of this presentation may be restricted by law and you should observe any such restrictions.

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