Complii FinTech : Minimum-Holding Share Buy-back

For personal use only

ASX Announcement

27 January 2022

Minimum-Holding Share Buy-back

Complii Fintech Solutions Ltd (Company) is pleased to announce that it intends to undertake a minimum holding buy-back of ordinary shares for holders of less than a marketable parcel of shares in the Company (Eligible Shareholders) in accordance with the Corporations Act 2001 (Cth) (Buy-Back). Under the ASX Listing Rules, any shareholding valued at less than $500 based on the closing price on the ASX, which for the purposes of the Buy-Back is $0.085 as at 24 January 2022 (Record Date), is considered to be an "unmarketable parcel" of shares. The Company does not need shareholder approval to conduct the Buy-Back.

The Buy-Back will allow Eligible Shareholders to have their shares bought back by the Company at the Buy-Back price of $0.085 per share, being the Company's closing share price on the Record Date. Eligible Shareholders are able to opt-out of the Buy-Back by signing and returning a Share Retention Form (the form of which is attached to this announcement) or alternatively can increase or consolidate their shareholding in the Company above an unmarketable parcel prior to the closing date of 5.00pm (AEDT) on 18 March 2022.

Based on the closing price of $0.085 per share and the register of members of the Company as at 7.00pm (AEDT) on the Record Date:

1. an unmarketable parcel of shares is any shareholding of 5,882 shares or less;
2. there are 1,411 Eligible Shareholders that hold an unmarketable parcel of shares;
3. 0.44% of the Company's shares held by shareholders are unmarketable parcels; and
4. the aggregate value of the Company's shares held by Eligible Shareholders is $154,785.

Shareholders who own more than the unmarketable parcel of shares on the Record Date will not be eligible to participate in the Buy-Back.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

ASX Announcement

27 January 2022

Rationale for the Buy-Back

This Buy-Back will allow the Company to reduce its total issued capital to a more appropriate and effective capital structure. It will also assist in reducing share registry costs and assist Eligible Shareholders who may otherwise face difficulties in selling or disposing their shares.

The Company will pay for all costs related to this Buy-Back including brokerages fees and other expenses (excluding tax consequences from the sale which remain the Eligible Shareholder's responsibility).

Key Dates

A summary of the key dates in relation to the Buy-Back is as follows:

Unmarketable parcel Record Date	7.00pm (AEDT) on 24 January 2022
Despatch of letters and Share Retention Forms to	3 February 2022
Eligible Shareholders
Closing date for receipt of Share Retention Form or	5.00pm (AEDT) on 18 March 2022
increase or consolidation of Eligible Shareholders'
shareholdings above an unmarketable parcel
Completion of Buy-Back, where payment for the	25 March 2022
unmarketable parcel made to Eligible Shareholders and
shares bought back are cancelled

Subject to the ASX Listing Rules, the Corporations Act 2001 (Cth), and the Company's constitution, the Company reserves the right to vary all or any of the above dates and times, or to change the terms of, cancel or withdraw the Buy-Back.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

ASX Announcement

27 January 2022

Your Action

If you are an Eligible Shareholder and would like the Company to buy back your unmarketable parcel of shares for $0.085 per share, you do not need to do anything.

If you are an Eligible Shareholder and do not want the Company to buy back your shares and therefore retain your shares, you should complete, sign and return the Share Retention Form to the Company, or increase or consolidate your shareholding above 5,882 shares, by 5.00pm (AEDT) on 18 March 2022 (Closing Date). Eligible Shareholder are advised to allow reasonable time for the Share Retention Form to be received by the Company by the Closing Date.

If your shareholding is bought back, it is anticipated that the proceeds will be forwarded to you on or about 25 March 2022.

This announcement is authorised for release by the Board.

For further information please contact:
Craig Mason	Alison Sarich
Executive Chairman	Executive Director
0437 444 881	[phone]
[e-mail]	[e-mail]

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

03 February 2022

Dear Shareholder,

OFFER FROM COMPLII FINTECH SOLUTIONS LTD (COMPANY) TO BUY-BACK UNMARKETABLE PARCELS OF SHARES (OFFER)

I am writing to inform you that the Company intends to complete a minimum holding share buy- back for shareholders holding less than a marketable parcel of shares in the Company, being holdings in the Company valued at less than $500 (Unmarketable Parcels) as at 7.00pm (AEDT) on Monday, 24 January 2022 (Record Date).

The Company is undertaking the minimum holding share buy-back(Buy-Back) with the intention of reducing the Company's total issued capital to implement a more appropriate and effective capital structure. Furthermore, the directors of the Company (Directors) recognise that shareholders holding an Unmarketable Parcel may find it difficult or costly to dispose of their shares on the ASX. In order to allow these shareholders to sell their shares without incurring brokerage fees and other expenses, and to reduce the administrative and registry costs for the Company that are associated with Unmarketable Parcels, the Directors have resolved to undertake the Buy-Back under the terms set out in this Offer, the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules and the Company's Constitution.

Shares bought-back by the Company under the Buy-Back will be cancelled in accordance with section 257H of the Corporations Act.

Based on the closing price of $0.085 per share as at the Record Date, an unmarketable parcel is any shareholding of 5,882 shares or less (Unmarketable Parcel). Our share registry shows that the number of shares held by you or an entity that is associated with you as at the Record Date is an Unmarketable Parcel. Under the Buy-Back, the Company is offering to buy-back your shares at a price of $0.085 per share, being the Company's closing share price on the Record Date.

On the basis of the closing price and the register of members of the Company as at the Record Date:

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

03 February 2022

1. 1,411 shareholders out of 2,448 shareholders hold an Unmarketable Parcel;
2. 0.44% of the Company's shares held by shareholders are Unmarketable Parcels; and
3. the aggregate value of shares held by all shareholders of Unmarketable Parcels is $154,785.

It is important to note that the market price of the Company's shares will change from time to time. The buy-back price under the Buy-Back may be more or less than the actual market price at the time of the Buy-Back and may not be the best price obtainable on the day on which your shares are bought-back. The Company will not buy-back your shares if you wish to retain your shareholding.

Your options under the Offer are as follows:

1. Have your Unmarketable Parcel bought-back by the Company
   If you wish to have your shares bought-back under the Buy-Back, you do NOT need to take any action. By refraining from taking any action, you will be deemed to have irrevocably appointed the Company to:
2. 1. buy-backall of your shares at the Buy-Back price of $0.085 per share; and
   2. provide you with the proceeds of the Buy-Back as set out in this letter.
3. Consolidate your Unmarketable Parcels
   If you have more than one holding on the Company's share register, you may wish to consider contacting the share registry to amalgamate your holdings by 5.00pm (AEDT) on 18 March 2022 (Closing Date). This may result in your shareholding no longer being classified as an Unmarketable Parcel.
4. Increase your existing holding
   You may choose to acquire additional shares in the Company so that your shareholding increases to above an unmarketable Parcel, being a holding of shares with a market value of at least $500.00 by 5.00pm (AEDT) on the Closing Date. In this regard you should ensure that the increase of shares must be under the same holding number (SRN or HIN) as set out in the attached Share Retention Form.
5. Retain your Unmarketable Parcel
   If you do not wish to have your Unmarketable Parcel bought-back, you may elect to opt out of the Buy-Back by completing and returning the enclosed Share Retention Form to the Company by the Closing Date.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]