REGISTRY DIRECT LIMITED(RD1)

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we understand Complii FinTech Solutions Ltd was successful with an offer of 1 Complii share for every 4.5 RD1 shares and 1 Complii option (exercise price $0.125, expiry 31 August 2024) for every 3 Complii shares received

The securities of Registry Direct Limited were suspended from quotation at the close of trading on Wednesday, 7 September 2022 under Listing Rule 17.4, following despatch of the compulsory acquisition notices by Complii FinTech Solutions Ltd. RD1 will be removed from the Official List at the close of trading on 12 September 2022 under Listing Rule 17.14.

The suspension of trading in the securities of Registry Direct Limited will be lifted from the commencement of trading today, Wednesday, 31 August 2022 following an announcement from Complii Fintech Solutions Ltd on 30 August 2022 that the minimum acceptance condition set out in section 11.8(a) of the Bidder's Statement dated 20 June 2022 (as supplemented on 3 August 2022) regarding CF1's offmarket takeover offer to acquire all of the fully paid ordinary shares in RD1, has been satisfied.

Complii FinTech Solutions confirms that its recommended off-market takeover offer (Offer) to acquire all of the fully paid ordinary shares in Registry Direct Limited closed at 5.00pm (AEST) on 30 August 2022. As at the close of the offer, Complii had a relevant interest in 91.04% of Registry Direct shares, and therefore the minimum acceptance condition set out in section 11.8(a) of the Bidder's Statement was fulfilled by the close of the offer.

In Complii's announcement and notice of extension announced earlier today, there was an inadvertent reference to 29 August 2022 in paragraph 1(k) of the notice. This date should have been 30 August 2022.

In relation to Complii's recommended offmarket takeover offer to acquire all of the fully paid ordinary shares in Registry Direct Limited, ASIC has granted Complii relief to extend the offer period to 5.00pm (AEST) on 30 August 2022.

The company lodges the following: Preliminary Final Report, Annual Report and Corporate Governance Statement.

The securities of Registry Direct Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of RD1, pending the release of an announcement regarding the off-market takeover offer to acquire all of its fully paid ordinary shares by Complii Fintech Solutions Ltd pursuant to the bidder's statement dated 20 June 2022 (as supplemented on 3 August 2022).

The suspension of trading in the securities of Registry Direct Limited will be lifted from the commencement of trading on Wednesday, 30 June 2021, following the completion of RD1's entitlement offer under a prospectus dated 3 June 2021, as announced by RD1 on 25 June 2021, and the completion of the allotment and issue of shares to successful applicants under that offer.

The company releases an Appendix 2A.

Successful completion of fully underwritten $2.2 million Entitlement, Oversubscription and Shortfall Offer. Funds to be used to pay down debt, invest in the sales team, continue to commercialise technology, provide working capital and pay the costs of the Offer. Commencement of trading on the ASX under ticker RD1 expected on 30 June 2021.

Letters to eligible and ineligible shareholders for the Entitlement Offer in the Prospectus dated 3 June 2021 have been dispatched.

The company releases an update to its Entitlement Offer Timetable.

The company releases a notice of Proposed issue of Securities.

The company releases a prospectus for a pro-rata non-renounceable entitlement offer of one (1) New Share and for every 1.175273 existing Shares held by Eligible Shareholders on the Record Date, and Shortfall Offer, at an Offer Price of $0.015 to raise approximately $2,200,000 (before costs).

The company launched a fully underwritten $2.2 million Entitlement Offer. Recapitalisation of business exceeds ASX requirements for re-quotation. Underlying business performance is strong, with significant growth in number of paying registries.

The company lodges its Quarterly Activities Report and Appendix 4C.

The company lodges its Appendix 4D and FY21 half year financial report.

Under Listing Rule 17.6, any entity (if not already suspended) that has not paid its annual listing fees by close of business on Friday, 19 February 2021 will have its securities suspended from official quotation before the commencement of trading on Monday, 22 February 2021. The company has not paid the second instalment of its annual listing fees in respect of the year ending 30 June 2021 but the securities are already suspended from official quotation.

The company lodges its Quarterly Report and Appendix 4C.

The insurance claim of $150,000 has been fully paid. The company has suffered no financial loss due to the incident.

The company releases its 2020 Annual General Meeting poll results.

The company releases its Chairman's Address and 2020 AGM presentation.

The company releases a letter to its shareholders regarding its AGM which will be held virtually on 30 November 2020, commencing at 11:00am (Melbourne time).

The company lodges its report on its quarterly activities and Appendix 4C.

The company lodges its FY20 Annual Report.

The company releases its FY20 Appendix 4E.

The company releases its Corporate Governance Statement.

The company releases an Appendix 4G.

The company lodges its Report on Quarterly Activity and Appendix 4C.

The firm's expected research and development claim for the 2019/20 tax year is expected to be approximately $320,000. Registry Direct has entered a financing arrangement with Radium Capital Pty Ltd. Registry Direct has drawn down $180,000 against this facility and does not intend to draw down any addition funds against the R&D claim. Upon receipt of the R&D claim payment by the Australian Tax Office, which is expected in September 2020, the loan will be fully re-paid and the facility closed.

Despite the impacts of the COVID-19 pandemic all client services are and have been uninterrupted and are continuing to operate as normal. If this situation changes, affected parties will be notified. The company has implemented their Business Continuity Plan which has included all staff working from home until further notice. Their office at 2 Russell Street, Melbourne has been closed.

The company lodges its Quarterly activity report and Appendix 4C.

The company lodged its Appendix 4C - March Quarter 2020.

As a result of the material change in market conditions, principally as a result of the COVID-19 pandemic, Complii has advised they are no longer able to raise sufficient funds on the terms previously announced to meet the conditions of the acquisition. As such, they are no longer able to proceed with the acquisition. Registry Direct has terminated the proposed sale of its operating business to Complii.

The company lodges its Appendix 4D and FY20 half year financial report.

The company releases the Chairman's letter to shareholders.

The company has agreed to sell its registry business to Complii FinTech Solutions to create a significant RegTech provider with enhanced scale to deliver innovative solutions within the financial services and securities industry. Under the proposal, RD1 will receive approximately $4.2 million worth of new shares in Complii valuing each RD1 share at approximately 2.4 cents and the combined group will seek to raise up to $5 million in new equity. At completion of the transaction RD1 is expected to own approximately 19.1% of Complii.

The securities of Registry Direct Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of RD1, due to RD1 entering into a proposed transaction involving the sale of its main undertaking under Listing Rule 11.2. RD1 securities will remain suspended until such time it has, subject to shareholder approval, completed the Proposed Transaction, at which time it will be removed from the official list of ASX or should shareholders not approve the Proposed Transaction, it is able to satisfy ASX that it can meet the ongoing requirements expected of a listed entity in Chapter 12 of the Listing Rules.

The rights entitlements (ASX Code: RD1R) to the renounceable issue announced by Registry Direct Limited on 8 June 2018 will be suspended from quotation immediately, following the Company's announcement that the timetable for the Rights Issue will be amended.

listed entity carried for record purposes only