COMPLII FINTECH SOLUTIONS LTD — Share Issue/Capital Change 2008

Jan 8, 2008

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary shares; and Unlisted Incentive Options
	1,800,000 Ordinary Shares; and 12,000,000 Unlisted Incentive Options
	Rank equally; and 12,000,000 Unlisted Incentive Options are exercisable as follows: • 5,000,000 on or before 5.00pm AEST 12 months from the date of issue (04/01/2009); • 3,500,000 on or before 5.00pm AEST 24 months from the date of issue (04/01/2010); and • 3,500,000 on or before 5.00pm 36 months from the date of issue (04/01/2011)

• See chapter 19 for defined terms.

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4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (including the securities in clause 2 if applicable)	Yes, will rank equally with existing ordinary shares on issue.	Yes, will rank equally with existing ordinary shares on issue.
	$0.015; and Nil Consideration
	Exercise of Options which expire on 30 June 2008; and Issue to the Managing Director of Unlisted Incentive Options following approval from the Shareholders at the Company’s Annual General Meeting.
	9 January 2008; and 4 January 2008
	Number	+Class
	518,329,753	Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	65,000 70,000 1,333,334 20,000,000 6,500,000 1,333,334 1,333,332 1,100,000 1,100,000 1,100,000 12,000,000 20,000,000 30,000,000 30,000,000	Unlisted options exercisable at $0.80 expiring on 31 May 2008 Unlisted options exercisable at $1.00 expiring on 31 May 2008 Unlisted options exercisable at $0.261 expiring on 15 December 2009 Unlisted options exercisable at $0.025 expiring on 30 June 2008 Unlisted options exercisable at $0.015 expiring on 30 June 2008 Unlisted options exercisable at $0.287 expiring on 15 December 2010 Unlisted options exercisable at $0.314 expiring on 15 December 2011 Unlisted options exercisable at $0.25 expiring on 15 December 2009 Unlisted options exercisable at $0.25 expiring on 15 December 2009 Unlisted options exercisable at $0.25 expiring on 15 December 2009 Managing Director Unlisted Incentive Options Class A Performance Shares Class B Performance Shares Class C Performance Shares
	Unchanged

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

Questions 35 to 42 not applicable

• See chapter 19 for defined terms.

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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.

• 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.

Signed: Director

Date: 08 January 2008

Print name: Ross Kestel

== == == == ==

• See chapter 19 for defined terms.

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