Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder 604 GUIDE page 1/1 13 March 2000 To Company Name/Scheme e-pay Asia Limited (EPY) ACN/ARSN 089 227 887 1. Details of substantial holder (1) Name ACN/ARSN (if applicable) GHL Systems Berhad (GHL) and each related body corporate named in the list annexed to this notice and marked B (GHL Associates) There was a change in the interests of the substantial holder on The previous notice was given to the company on 23/1/14 The previous notice was dated 23/1/14 23/1/14, 24/1/14, 28/1/14, 29/1/14 & 31/1/14 2. Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Class of (4) Previous notice Present notice Person s votes Voting power (5) Person s votes Voting power (5) Ordinary shares 53,185,288 93.42% 53,767,954 94.44% (based on a total of 56,930,320 EPY shares on issue) 3. Changes in relevant interests Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Date of change See Annexure A GHL Person whose relevant interest changed Nature of change (6) Consideration given in relation to change (7) Class and number of affected Person s votes affected Acquisition of relevant interests in ordinary shares in EPY as a result of acceptances of takeover offers made pursuant to a bidder s See Annexure A See Annexure A See Annexure A statement lodged with ASX on 7 November 2013 (the Offers). See Annexure A GHL Decrease in relevant Nil. See Annexure A See Annexure A interest in ordinary shares in EPY as a result of withdrawal of acceptances of takeover offers made pursuant to withdrawal rights granted under the first supplementary bidder s statement lodged with ASX on 21 January 2014.
4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting after the change are as follows: Holder of relevant interest Registered holder of Person entitled to be registered as holder (8) Nature of relevant interest (6) Class and number of Person s votes GHL Various offerees who GHL have accepted an offer Relevant interest under 53,767,954 fully paid section 608(1) and/or ordinary shares section 608(8) of the Corporations Act 2001 as a result of acceptances being received by GHL in respect of the Offers. The shares which are the subject of the acceptances have not yet been transferred into the name of GHL. Each ordinary share confers one vote The power of GHL to vote or dispose of the shares that are the subject of acceptances is qualified as GHL is not presently registered as the holder of the shares. 5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association 6. Addresses The addresses of persons named in this form are as follows: GHL Name GHL Associates Address Level 18, The Garden North Tower Mid Valley City Lingkaren Syed Putra 59200 Kuala Lumpur As per Annexure B Signature print name Kanagaraj Lorenz Capacity Group CEO sign here Date 3/2/14
Annexure A This is the annexure of 1 page marked A referred to in the Form 604 signed by me and dated 3/2/14 Signed Kanagaraj Lorenz Date 3/2/14 Details of changes in relevant interests pursuant to acceptance of the Offers EPY shares in respect of which the relevant EPY shareholders have elected to receive the scrip consideration (2.75 GHL shares for each EPY share) Date of change Class and number of affected Person s votes affected 21 November 2013 35,070,604 ordinary shares Each ordinary share confers one vote 25 28 November 2013 3,628,520 ordinary shares Each ordinary share confers one vote 2 5 December 2013 1,057,601 ordinary shares Each ordinary share confers one vote 6 December 2013 1,248,750 ordinary shares Each ordinary share confers one vote 10 16 December 2013 471,155 ordinary shares Each ordinary share confers one vote 17 December 2013 4,637,750 ordinary shares Each ordinary share confers one vote 18-30 December 2013 999,031 ordinary shares Each ordinary share confers one vote 31 December 2013 13 652,406 ordinary shares Each ordinary share confers one vote January 2014 14 January 2014 4,516,530 ordinary shares Each ordinary share confers one vote 15-21 January 2014 493,536 ordinary shares Each ordinary share confers one vote 23 January 2014 251,307 ordinary shares Each ordinary share confers one vote 24 January 2014 28,260 ordinary shares Each ordinary share confers one vote 28 January 2014 151,500 ordinary shares Each ordinary share confers one vote 29 January 2014 1,700 ordinary shares Each ordinary share confers one vote 31 January 2014 152,371 ordinary shares Each ordinary share confers one vote Less withdrawn acceptances (25,000 ordinary shares) Each ordinary share confers one vote received on 28 January 2014 Total acceptances received for Scrip Consideration 53,336,021 ordinary shares 93.686% EPY shares in respect of which the relevant EPY shareholders have elected to receive the cash consideration ($0.40 for each EPY share) Date of change Class and number of affected Person s votes affected 22 27 November 2013 53,557 ordinary shares Each ordinary share confers one vote 29 November 2013 51,159 ordinary shares Each ordinary share confers one vote 5 December 2013 6 December 2013 18,761 ordinary shares Each ordinary share confers one vote 11 16 December 2013 151,725 ordinary shares Each ordinary share confers one vote 17 December 2013 1,700 ordinary shares Each ordinary share confers one vote 18-24 December 2013 35,620 ordinary shares Each ordinary share confers one vote 3 10 January 2014 24,236 ordinary shares Each ordinary share confers one vote 16 22 January 2014 72,647 ordinary shares Each ordinary share confers one vote 23 January 2014 1,375 ordinary shares Each ordinary share confers one vote 24 January 2014 500 ordinary shares Each ordinary share confers one vote 28 January 2014 4,494 ordinary shares Each ordinary share confers one vote 29 January 2014 16,159 ordinary shares Each ordinary share confers one vote Total acceptances received for Cash Consideration 431,933 ordinary shares 0.758%
Annexure B This is the annexure of 2 pages marked B referred to in the Form 604 signed by me and dated 3/2/14 Signed Kanagaraj Lorenz Date 3/2/14 COMPANY REGISTERED ADDRESS 1. GHL Systems Berhad Level 18, The Gardens North Tower, Mid 2. GHL Transact Sdn Bhd Level 18, The Gardens North Tower, Mid 3. GHL Payments Sdn Bhd Level 18, The Gardens North Tower, Mid 4. GHL EFTPOS Sdn Bhd Level 18, The Gardens North Tower, Mid 5. GHL International Sdn Bhd Level 18, The Gardens North Tower, Mid 6. GHL Global Sdn Bhd Level 18, The Gardens North Tower, Mid 7. GHL Asia Pacific Sdn Bhd Level 6(D), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, 87000 Labuan F.T. 8. GHL Cardpay Sdn Bhd (Formerly known as Card Pay Sdn Bhd) Level 18, The Gardens North Tower, Mid 9. GHL Loyalty Sdn Bhd Level 18, The Gardens North Tower, Mid 10. GHL Payments Services Sdn Bhd Level 18, The Gardens North Tower, Mid 11. GHL BPO1 Sdn Bhd Level 18, The Gardens North Tower, Mid 12. GHL epayments Sdn Bhd Level 18, The Gardens North Tower, Mid 13. GHL Systems Inc. 16 th Floor, B.A. Lepanto Condominium, 8747
COMPANY REGISTERED ADDRESS 14. Pinoytek Solusyon, Inc 16 th Floor, B.A. Lepanto Condominium, 8747 15. GHL (Thailand) Co. Ltd 117-118, 28 th Floor, Sinn Sathorn Tower, 16. Concious Object Development Co. Ltd 117-118, 28 th Floor, Sinn Sathorn Tower, 17. GHL epayments Co. Ltd 117-118, 28 th Floor, Sinn Sathorn Tower, 18. PT. Spotpay Indonesia Menara BC, Grand Indonesia, 50 th Floor, JL, MH Thamrin, No.1 Central Jakarta, Indonesia 19. GHL Systems Australia Pty. Ltd. St Martin Tower, Suite 2501 Level 25, 31 Market Street, Sydney, NSW, 2000 20. GHL epayments, Inc 16 th Floor, B.A. Lepanto Condominium, 8747