COMPLII FINTECH SOLUTIONS LTD — M&A Activity 2022

Jul 12, 2022

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REGISTRY DIRECT INVESTOR BRIEFING

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JULY 2022

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Key transaction highlights

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Added value for broker clients

Broaden Grow corporate revenue base client base

Governance & operational synergies

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Issuer client registry subscriptions (ARR)

Access to all One stop shop Savings in ASX listing clients and users for corporate fees, compliance, of Complii plus deal and trading Board, Audit, PrimaryMarkets in unlisted Secretarial and other unlisted companies and overheads companies and funds funds + global investor network.

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Cross-promotional

potential

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700+ Registers & 100,000 + holdings

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117 AFSL clients (including Shaw and Partners, Canaccord Genuity, Blue Ocean) 3,500+ registered Complii users (brokers/financial planners)

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110,000+ PrimaryMarkets global investors network

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In brief

Complii FinTech Solutions is enhancing its competitive market position by offering to acquire Registry Direct Limited (ASX.RD1) in an all-scrip Takeover Offer

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Registry Direct provides share and unit registry software and services

• Technology ready for technical accreditation to the new DLT CHESS replacement system

Current clients include Meta (Facebook), Starbucks, Sequoia and Adobe, plus hundreds more

End to End Compliant & Efficient technology

• Full company management from inception, seed raising tools, unlisted trading, listing tools and investor management

A Complementary and Relevant Acquisition for Complii Group

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Ties into the recent acquisition of PrimaryMarkets, Australia’s leading trading platform for unlisted securities

Offers further functions to Complii’s widely used Capital Raising platform

• Integration will extend Complii’s product breadth and competitive value proposition

"One stop" solution for Companies, Stockbrokers and private equity traders

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Summary

Post Complii Group Client Sample

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The Registry Direct (ASX.RD1) takeover proposal is the latest potential strategic acquisition for Complii (ASX.CF1), as it continues to evolve into becoming the leading end-to-end technology service provider for AFSL holders. As a share and unit registry, Registry Direct fits neatly into Complii’s strategy of managing all corporate activity (including governance and control processes) that follows a business’s inception and includes future liquidity driven events, including capital raisings and IPOs. The only activities not part of Complii’s future vision for the platform include market data, listing execution (ASX) and clearing.

Registry Direct is highly complementary as it will provide access and engagement to ~100,000+ holdings with investors, advisers and companies. Registry Direct has ~700+ unlisted companies and trusts, which should provide Complii’s Primary Markets with future liquidity and private trading hub opportunities, when these companies look to offer liquidity for shareholders, require additional capital, undertake sell downs and/or progress towards an ASX listing.

Registry Direct has leading technology and is ready for accreditation to ASX’s new DLT CHESS system. Capabilities include capital management and investor engagement tools to grow companies and trusts from inception through listing.

Registry Direct will significantly benefit from Complii’s AFSL network to grow their customers and service, as Complii has already been adopted by more than a quarter of Australia leading broker and adviser aggregators.

Complii is seeking to acquire 100% of Registry Direct in an all-scrip bid, which will represent approximately 18.2% of the Complii Group on an undiluted basis.

The Takeover Offer is subject to the satisfaction of certain bid conditions, including a 90% minimum acceptance from Registry Direct shareholders.

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About Complii

Equipping AFSL holders for success

Complii is assembling Australia’s first and only fully integrated, SaaS platform custom designed for AFSL holders.

The integration of Registry Direct will substantially ENABLE more efficient and timely investor engagement and transactional management

The integrated set of SaaS modules serve to:

EMPOWER participation in and management of higher flows of corporate deals, capital raisings or private equity trading across an ever wider array of investors

ENABLE transparent management of AFSL compliant processes to save adviser time and minimise organisational risks

ENSURE that all aspects of AFSL reporting and training are undertaken in a fully compliant way, providing tools and safeguards to identify and prevent criminal activity

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Group growth strategy

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

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Organic growth via cross-module sales to increase client penetration

Corporate growth

Acquisition of complementary technology and integrated services and customers with additional product offerings

Ensure existing clients are aware of the full suite of the products and enhancements of their existing modules to increase operational and administrative efficiencies inclusive of unlisted trading services

Continue to grow market footprint and be the fully integrated end to end provider across:

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Stockbrokers Corporate advisory firms Wealth managers Financial planners Banks

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International Corporates Private companies Sophisticated investors

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Stronger competitive differentiation

Complii’s Private Equity / Unlisted Company focus

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Registry Direct acquisition consolidates Complii Group’s competitive advantage to support further penetration of this key market sector

Addition of a proven share registry capability effectively completes Complii’s support all key aspects of this activity

Enhances Complii’s aim to facilitate T+0 execution and settlement of secondary trading of securities in unlisted companies and funds.

Complii has established Australia’s first fully AFSL compliant platform for private equity trading and capital raising amongst AFSL firms, sophisticated investors, private equity firms and institutional fund managers

Already adopted by more than 1 in 4 of Australia’s leading broker and adviser aggregators

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Key statistics – post transaction

	AFSL clients (broker/financial planning firms) 117
	Registered users (members of AFSL client firms) 3,500+
	Advisor Bid – new capital raised using CF1 software (FY21) $14.2B
	Global investor network 110,000+
	New capital raisings “live” on platform as of 24 May 2022 18
	Secondary trading opportunities in unlisted companies and funds “live” on platform as of 24 May 2022 59
	Share Registry – unlisted companies 358
	Share Registry – unlisted funds 295
	Share Registry – listed companies 8
	Share Registry – listed funds 24
	Share Registry – holdings 100,000+
	Registry Services – Employee Share Scheme 52

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Opportunities

Opportunities for crosspromotion with integration and added-value offerings for Complii Group clients.

Integration

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• Corporate finance managers can now outsource all aspects of corporate deal administration

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Privately listed companies can outsource all aspects of online equity trading

Added value

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• Corporate Registrars can more readily access and integrate additional compliance options

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• Educational offers can be more widely delivered through Investor portals

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Takeover Transaction Details

Transaction Details*

The proposed capital structure of the Company following completion of the Takeover Offer and issues of all securities contemplated are set out below

Indicative Capital Structure Post Transaction

HOLDER SHARES OPTIONS PERFORMANCE RIGHTS		DESCRIPTION AMOUNT
Current CF1 securities 417,135,994 115,107,037 35,346,411		ASX Code CF1
Shares to be issued pursuant to the Takeover Offer 92,898,757 2,111,111		Share price $0.094
Retainer Shares to be issued to MST Financial (estimated) 1,388,889		Shares on Issue 511,423,640
		Market Capitalisation $48,073,822
Total 511,423,640 117,218,148 35,346,411

		DESCRIPTION	AMOUNT
		ASX Code	CF1
		Share price	$0.094
		Shares on Issue	511,423,640
		Market Capitalisation	$48,073,822

*Source: Complii ASX announcement dated 6 June 2022

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Pro Forma Capital Structure

We are now able to provide a full end-to-end digital service offering to our customers which positions us to maintain our first mover advantage across all facets of our industry. Complii believes that the takeover will provide both Complii and Registry Direct with additional and complementary business opportunities for their respective current operations

Craig Mason Executive Chairman - Complii

Total Shares on Issue = 511,423,640

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Registry Direct shareholders to represent circa 18% of post transaction shareholding in Complii

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Pro Forma Group Growth Performance RD1 - CF1 Combined Group Financials – Pro Forma

	FY19 ⁵ ACTUAL FY20 ⁵ ACTUAL FY21 ACTUAL Q1-Q3 YTD FY22 ⁶ (9 MONTHS) ACTUAL Complii ¹ $1,798,294² $3,318,329³ $3,562,163 $8,026,784 Registry Direct $804,668 $593,663 $807,812 $817,413 Total Sales $2,602,962 $3,911,992 $4,369,975 $8,844,197 R&D – Complii ⁴ $1,320,340 $971,619 $1,338,807 $1,014,417 R&D - Registry Direct ⁴ $0 $236,832 $297,625 $257,521 Total Revenue and Income $3,923,302 $5,120,443 $6,006,407 $10,116,135 Complii ² ($7,504,420) ($7,638,305) ($9,225,226) ($8,174,499) Registry Direct ($2,273,267) ($1,742,023) ($1,450,364) ($1,633,213) Total overheads ($9,777,687) ($9,380,328) ($10,675,590) ($9,807,712) Complii $174,462 $152,084 $3,998,180 $5,924,000 Registry Direct $128,846 $117,365 $1,318,219 $2,574,000 Total Cash at Bank $8,498,000
Group Revenues	Complii ¹ $1,798,294² $3,318,329³ $3,562,163 $8,026,784
	Registry Direct $804,668 $593,663 $807,812 $817,413
	Total Sales $2,602,962 $3,911,992 $4,369,975 $8,844,197
	R&D – Complii ⁴ $1,320,340 $971,619 $1,338,807 $1,014,417
	R&D - Registry Direct ⁴ $0 $236,832 $297,625 $257,521
	Total Revenue and Income $3,923,302 $5,120,443 $6,006,407 $10,116,135
Group Expenses	Complii ² ($7,504,420) ($7,638,305) ($9,225,226) ($8,174,499)
	Registry Direct ($2,273,267) ($1,742,023) ($1,450,364) ($1,633,213)
	Total overheads ($9,777,687) ($9,380,328) ($10,675,590) ($9,807,712)
Cash at Bank

Notes: 1. Complii information includes PrimaryMarkets information for all relevant periods. Complii acquired PrimaryMarkets on 4 November 2021. The information included for PrimaryMarkets is from FY19 to 31 March 2022. The FY22 figures will differ to Complii’s consolidated financial information, which includes PrimaryMarkets from the date of acquisition. 2. PrimaryMarkets FY19 - Includes Employee Benefits of $2.8m + R+D & Gov’t Grants Direct Exp of $0.84m. 3. PrimaryMarkets FY20 – includes Debt Forgiveness of $1.29m. 4. R&D relates to prior year R&D tax incentive rebates. 5. Complii FY19 and FY20 – information relates to the Complii business prior to the reverse takeover of Intiger Group Limited. 6. Q1-Q3 YTD FY22 as per Complii and Registry Direct Appendix 4C’s lodged with ASX and unaudited financial information.

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Disclaimer

This presentation has been prepared by Complii FinTech Solution Ltd (ASX.CF1) (“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.

Forward looking statements

This presentation contains certain forward-looking statements that are based on the Company’s management’s beliefs, assumptions and

expectations and on information currently available to management. Such forward looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results or performance of Complii to be materially different from the results or performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the political and economic environment in which Complii will operate in the future, which are subject to change without notice. Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward-looking statements or other forecast. To the full extent permitted by law, Complii and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to information to reflect any change in any of the information contained in this presentation (including, but not limited to, any assumptions or expectations set out in the presentation).

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Alison Sarich Craig Mason Managing Director Executive Chairman 0488 327 688 0437 444 881 alison@complii.com.au craig@ckmason.com

www.complii.com.au