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1 icash Payment Systems Limited ABN ASX Release 15 June 2015 icash SIGNS SHARE PURCHASE AGREEMENT WITH STARGROUP HIGHLIGHTS icash and Stargroup Limited have completed their mutual due diligence and signed a share purchase agreement for icash to acquire Stargroup Limited. The transaction, which is subject to icash shareholder approval, comprises 157,148,857 fully paid ordinary shares. icash shareholders will be given the opportunity by way of an equal access scheme buy-back to swap their icash shares for direct holdings in NeoICP shares, up to a cap of 10 percent of icash s shares on issue. The acquisition of Stargroup remains subject to certain conditions precedent and is expected to be completed in late July Stargroup has completed its pre-acquisition placement of $3 million oversubscribed and NeoICP has committed to a placement of $500,000 worth of icash shares. The merged entity will have greater than 100 ATM machines performing greater than 750,000 transactions per annum. BACKGROUND Further to our announcement to market on 24 December 2014, icash Payment Systems Limited (ASX:ICP, icash or the Company ) is pleased to announce that it has signed a binding Share Purchase Agreement ( SPA ) to acquire 100% of Stargroup Limited ( Stargroup ). Stargroup has 67 ATMs deployed and is processing 600,000 annualised transactions. The combined networks of icash and Stargroup will be greater than 100 ATMs that are forecast to process 750,000 annualised transactions. The merged entity would also aim to explore value-adding payment processing systems. icash Payment Systems Limited ABN Tel: (+61 2)

2 icash and Stargroup executed a binding, exclusive Heads of Agreement, as announced to the ASX on 24 December The parties have now both completed their mutual due diligence and executed a legally binding, conditional SPA. ACQUISITION TERMS The key terms of the acquisition are as follows: The transaction, if effected, would involve an equity swap by icash with 157,148,857 fully paid ordinary shares to be issued by icash to Stargroup shareholders at an issue price of $0.035 per icash share for all Stargroup shares on issue, the placement of 14,285,714 icash shares to NeoICP, Inc. (NeoICP) and the buy-back by way of an equal access scheme of up to 7,678,463 icash shares in exchange for 463,356 NeoICP shares held by icash. As part of the transaction, it is proposed that: Stargroup pre-merger will raise $3 million by the issue of 30 million Stargroup shares at an issue price of $0.10 each. This capital raising has been completed by Stargroup. icash will raise $500,000 by the issue to NeoICP of up to 14,285,714 icash shares at an issue price of $0.035 each. This capital raising has been committed to by NeoICP to icash. icash shareholders will be afforded an opportunity to swap their icash shares for a direct shareholding in NeoICP, with up to 463,456 NeoICP shares to be distributed to accepting icash shareholders in consideration for up to 7,678,463 cancelled icash shares, approximately but less than 10% of icash s shares on issue. icash will, subject to shareholder approval, enter into formal bonus agreements with Stargroup personnel whereby icash will issue further performance shares to Stargroup s nominated key management personnel and NeoICP, which over time of achievement of specified targets, convert to icash shares on the following basis: 2.5 million shares on deployment of 250 ATMs and $2.5 million annualised revenue achieved by ICP by 31 Dec 2016; 2.5 million shares on deployment of 500 ATMs and $5 million annualised revenue achieved by 30 June 2017; 2.5 million shares on deployment of 750 ATMs and $10 million annualised EBITDA (earnings before interest, taxes, depreciation and amortisation) by 30 June 2018;and

3 2.5 million shares on deployment of 1,000 ATMs and $15 million annualised EBITDA (earnings before interest, taxes, depreciation and amortisation) by 30 June Stargroup will procure the agreement of all major Stargroup shareholders to enter into voluntary escrow agreements with icash for a period not exceeding 12 months, subject to ASX guidelines and approval. The Board will be restructured with the appointment of three new Directors, Mr Zani as Executive Chairman and CEO, former Ezeatm Limited Director, Mr Zaffer Soemya as a Non-Executive Director and current Stargroup Chief Operations Officer, Mr Shaun Sutton as an Executive Director. Mr Sungki Lee will remain as the Company Secretary and Mr Jong Ho (Jay) Kim as a Non Executive Director and Mr Tae Jin Kim will be appointed as a new Non Executive Director. Current directors Mr Steave Ham, Mr Ghi Jin Kim and Mr David Kim will step down on completion of the merger. PAC Partners Ltd participated in the capital raising with Patersons Securities Ltd acting as Lead Manager. CHANGE OF NAME As part of the transaction, icash intends to change its name to Stargroup Limited and its ASX code to STL. NOTICE OF MEETING icash will provide shareholders with a detailed notice of meeting seeking approval for the proposed transaction. The notice of meeting will contain detailed information including on the business of Stargroup and an independent expert s report regarding relevant resolutions. EFFECT OF THE TRANSACTION The indicative capital structure post completion of the transaction is outlined below: ASX: ICP Shares Existing shares 76,784,631 Equal access scheme buy-back (7,678,463) icash capital raising from NeoICP 14,285,714 Subtotal : Shares pre-stargroup acquisition 83,391,882 Shares to Stargroup shareholders 157,148,857 Total 240,534,739

4 INDICATIVE TIMETABLE The indicative timetable for the merger and buy-back is as follows: Event Proposed Date Equal access scheme announced 15 June 2015 Notice of EGM and entitlement and acceptance form dispatched to eligible shareholders and dispatch announced to ASX 30 June 2015 Record date for equal access scheme buy-back 7 July 2015 Dispatch acceptance forms to eligible shareholders 10 July 2015 Equal access scheme offer opens 10 July 2015 Acceptance and EGM proxies close 27 July 2015 Meeting held and ASX confirmation of passage of resolutions 29 July 2015 Issue date of new and performance shares, cancellation of buyback shares, transfer of NeoICP and Stargroup shares, issue of placement shares, director appointments and resignations 31 July 2015 Commencement of trading of new shares on ASX 3 August 2015 Dispatch of transaction confirmation statements for new shares, buy-back shares and ASX announcement confirming dispatch 7 August 2015 The above timetable is indicative only and may be subject to change including in accordance with the requirements of the Corporations Act 2001 and the ASX Listing Rules. VIEWS OF THE PARTIES The Board of icash recently met with the Board of Stargroup in Perth to finalise the agreement. Mr Jong Ho Jay Kim, icash s current Chairman, said that icash is excited to finalise the merger with Stargroup and have Mr Todd Zani become the CEO and Chairman of the Group. I know that Mr Zani is committed to bringing our world leading technologies to Australia and believe that this agreement will see significant benefits to our shareholders. The new Board is committed to becoming the largest ASX-listed ATM and payment services provider in Australia.

5 Mr Todd Zani, CEO and Chairman of Stargroup, commented: We are pleased to finalise the merger and become the exclusive distributor of NeoICP manufactured products, parts and software in Australia and New Zealand. icash, through NeoICP, have proven they have some of the world s leading technologies in the market during the recent expansion into the Asia-Pacific market with its back office, coin and note handling solutions, including for the casino and gaming markets of Macau. In the region, we recently displayed the Recycler ATM (RATM) at the AHA Expo in Perth and many industry participants were impressed with the capabilities of the RATM, particularly given its size. They were amazed to see a machine not much larger than a normal sized ATM perform functions that a number of the major banks have taken significant branch network real estate with multiple machines to achieve the same outcome. The official launch of the RATM is planned for the third quarter of 2015, and its ability to perform both withdrawal and deposit transactions on behalf of any customer will be a major coup for Stargroup. Further, we will also be launching our EFTPOS division in August as part of becoming a one stop, payment services provider. For further information, please contact: Sungki Lee Company Secretary icash Payment Systems Limited Tel : +61 (0) Todd Zani Executive Chairman Stargroup Limited Tel : +61 (0) Important note This announcement contains forward-looking statements that are based on the Board s beliefs, assumptions and expectations and on information currently available to management. That information includes information provided to the Company by the management of NeoICP Korea, Inc., which has not been independently verified. All statements that address operating performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements, including without limitation the Company s expectations with respect to potential revenues, costs, profitability and financial performance. The Board believes that the forward-looking statements are reasonable as and when made.