COMPLII FINTECH SOLUTIONS LTD — Share Issue/Capital Change 2007

Dec 6, 2007

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

RETAIL STAR LIMITED

ABN

71 098 238 585

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of+securities issued or to be	Ordinary shares
	issued
2	Number of+securities issued or to be	3,500,000 Ordinary Shares
	issued (if known) or maximum number
	which may be issued
3	Principal terms of the+securities (eg, if	Rank equally
	options, exercise price and expiry date; if
	partlypaid+securities,theamount
	outstanding and due dates for payment; if
	+convertible securities, the conversion
	price and dates for conversion)

• See chapter 19 for defined terms.

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4Do the+securities rank equally in allrespects from the date of allotmentwith an existing+class of quoted+securities?If the additional securities do not rankequally, please state:•the date from which they do•the extent to which they participatefor the next dividend, (in the caseof a trust, distribution) or interestpayment•the extent to which they do notrank equally, other than in relationto the next dividend, distribution orinterest payment5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)7Dates of entering+securities intouncertificated holdings or despatch ofcertificates8Number and+class of all+securitiesquotedonASX(includingthesecurities in clause 2 if applicable)	Yes, will rank equally with existing ordinary shares onissue.$0.015 each;	Yes, will rank equally with existing ordinary shares onissue.$0.015 each;
	Exercise of OptionsExpiring on 30 June 2008Exercise price of $0.015
	Number	+Class
	516,029,753	Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

		Number	+Class
9	Number and+class of all+securities	65,000	Unlisted options exercisable at $0.80
	not quoted on ASX (_including_thesecurities in clause 2 if applicable)		expiring on 31 May 2008
		70,000	Unlisted options exercisable at $1.00
			expiring on 31 May 2008
		1,333,334	Unlisted options exercisable at $0.261
			expiring on 15 December 2009
		20,000,000	Unlisted options exercisable at $0.025
			expiring on 30 June 2008
		6,500,000	Unlisted options exercisable at $0.015
			expiring on 30 June 2008
		1,333,334	Unlisted options exercisable at $0.287
			expiring on 15 December 2010
		1,333,332	Unlisted options exercisable at $0.314
			expiring on 15 December 2011
		1,100,000	Unlisted options exercisable at $0.25
			expiring on 15 December 2009
		1,100,000	Unlisted options exercisable at $0.25
			expiring on 15 December 2009
		1,100,000	Unlisted options exercisable at $0.25
			expiring on 15 December 2009
		20,000,000	Class A Performance Shares
		30,000,000	Class B Performance Shares
		30,000,000	Class C Performance Shares
10	Dividend policy (in the case of a	Unchanged
	trust, distribution policy) on the
	increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) � Securities described in Part 1

• (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• See chapter 19 for defined terms.

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• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 06/12/2007 Company Secretary

Print name: Simon Headon

== == == == ==

• See chapter 19 for defined terms.

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