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COMPLII FINTECH SOLUTIONS LTD Major Shareholding Notification 2021

Nov 2, 2021

64639_rns_2021-11-02_a815ca0e-14e1-4112-8289-8d4533b105dc.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial shareholder

To: Company name/ Scheme COMPLII FINTECH SOLUTIONS LTD
ACN/ ARSN 098 238 585
1. Details of substantial holder (1)
Name HERBERT GAVIN SOLOMON
ACN/ ARSN (if applicable) NOT APPLICABLE
The holder became substantial on 03/11/2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3)
in on the date the substantial shareh

Class
securities
10.
--------------------------------------
cunues votes
erson.
-61
Vounc
'ower
-----------------------
---------
21 I I
PAII
11 N A R Y
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
,502
-04
14
4.502
014
---------------------------------------
6.68%

3. Details in relevant interests

The nature of, a relevant interest of the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
MR HERBERT GAVIN SOLOMON DIRECTLY HELD 69,738 FULLY PAID ORDINARY SHARES
CONRAD CORPORATION PTY LIMITED
INDIRECTLY HELD 25,684,852 FULLY PAID ORDINARY SHARES
CONRAD CORPORATION PTY LIMITED
INDIRECTLY HELD 213,826 FULLY PAID ORDINARY SHARES
PANCHO (NSW) PTY LIMITED <gavsol
SUPER FUND A/C></gavsol
INDIRECTLY HELD 1.046.086 FULLY PAID ORDINARY SHARES

4. Details of present registered holders

The persons registered as holders of the securities referred to in 3 paragraph above are as follows:

Holder of relevant interest Registered holder of securities Person entitled to be registered as
holder (8)
Class and number of
securities
MR HERBERT GAVIN SOLOMON MR HERBERT GAVIN SOLOMON MR HERBERT GAVIN SOLOMON 69,738 FULLY PAID
ORDINARY SHARES
CONRAD CORPORATION PTY
LIMITED <conrad discretionaryAIC>
CONRAD CORPORATION PTY
LIMITED <conrad
DISCRETIONARY A/C></conrad
CONRAD CORPORATION PTY
LIMITED <conrad discretionaryAIC>
25,684,852 FULLY PAID
ORDINARY SHARES
CONRAD CORPORATION PTY
LIMITED <h g="" solomonDISCRETIONARY A/C>
CONRAD CORPORATION PTY
LIMITED <h g="" solomonDISCRETIONARY A/C>
CONRAD CORPORATION PTY
LIMITED <h b="" g="" solomon<="">
DISCRETIONARY A/C>
213,826 FULLY PAID
ORDINARY SHARES
PANCHO (NSW) PTY LIMITED
PANCHO (NSW) PTY LIMITED
PANCHO (NSW) PTY LIMITED
1,046,086 FULLY PAID
ORDINARY SHARES

5. Consideration

The persons registered as holders of the securities referred to in 3 paragraph above are as follows:

Holder of relevant interest Date of acquisition Consideration (9) Class and number of securities
Cash Non-cash
MR HERBERT GAVIN SOLOMON 3 NOVEMBER 2021 SEE NOTE 1 69,738 FULLY PAID ORDINARY SHARES
CONRAD CORPORATION PTY LIMITED
3 NOVEMBER 2021 SEE NOTE 1 25.684.852 FULLY PAID ORDINARY SHARES
CONRAD CORPORATION PTY LIMITED
3 NOVEMBER 2021 SEE NOTE 1 213,826 FULLY PAID ORDINARY SHARES
PANCHO (NSW) PTY LIMITED <gavsol
SUPER FUND A/C></gavsol
3 NOVEMBER 2021 SEE NOTE 1 1,046,086 FULLY PAID ORDINARY SHARES

Note 1: These shares were issued in consideration for the off-market takeover offer all of the fully paid ordinary shares on issue in PrimaryMarkets Limited (ACN 136 368 244).

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial shareholder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
CONRAD CORPORATION PTY LIMITED
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE TRUST
CONRAD CORPORATION PTY LIMITED <h b="" g<="">
SOLOMON DISCRETIONARY A/C>
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE TRUST
PANCHO (NSW) PTY LIMITED <gavsol< b="">
SUPER FUND A/C></gavsol<>
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE SUPERANNUATION
FUND

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
CONRAD CORPORATION PTY LIMITED
PO BOX 676 MITTAGONG NSW 2575
CONRAD CORPORATION PTY LIMITED <h gSOLOMON DISCRETIONARY A/C> PO BOX 676 MITTAGONG NSW 2575
PANCHO (NSW) PTY LIMITED <gavsol
SUPER FUND A/C></gavsol
PO BOX 676 MITTAGONG NSW 2575
Signature print name HEREERT GAVIN SOLOMON capacity lo
sign here Ш date
DIRECTIONS
  • If there are a number of substantial holders with similator related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an anne $(1)$ specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. $(5)$
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • $(7)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out $(a)$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the $(b)$ relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive $(9)$ in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.