E-Pay Asia Ltd. : Extension of Takeover Bid

16 January 2014

Mr Andy Weaver ASX Limited Exchange Centre

20 Bridge Street

Sydney NSW 2000

Dear Mr Weaver

GHL Notification of extension of offer for EPY

e-pay Asia Limited (ASX: EPY) - has received the attached notifications from GHL Systems Berhad (GHL) advising that GHL has extended the offer close date from 24 January 2014 to Friday 21 February 2014.

Attached are the GHL cover letter, the Notice under Section 630 and a sample notice to be mailed to all EPY shareholders.

Yours faithfully

Robert Lees Company Secretary

e-pay Asia Limited - ABN 99 089 227 887

Suite 2502, Level 25, St Martins Tower, 31, Market Street, Sydney NSW 2000 Australia

Telephone: [phone] Facsimile: [phone] Website: www.epay-asia.com

GHL Systems Bhd

293040-D
16 January 2014

ASX RELEASE

GHL Systems Berhad (GHL)

Takeover bid by GHL for e-pay Asia Limited ABN 99 089 227 887 (EPY) - Extension of Offer

Period to 21 February 2014

GHL varies the Offer by extending the Offer Period so that the Offer will remain open for acceptance until 7.00pm (Melbourne time) on Friday, 21 February 2014 (unless further extended).
A formal notice is attached, together with a copy of a letter being sent to EPY shareholders with the notice.
Also attached is a notice under section 630(2) of the Corporations Act,
As announced by GHL through EPY on 9 December 2013, GHL proposes to issue a replacement bidder's statement providing additional disclosure. It is currently expected that this replacement bidder's statement will be lodged with ASIC and ASX and sent to EPY Shareholders by 24 January
2014. GHL will be offering withdrawal rights to any EPY Shareholder who has accepted or accepts the Offer before the replacement bidder's statement is issued.
As at 15 January 2014, GHL has received acceptances in respect of 93.09% of EPY Shares) (with holders of 92.500% of EPY Shares having elected to receive the Scrip Consideration and holders of 0.591% of EPY Shares having elected to receive the Cash Consideration). These acceptances are, however, subject to withdrawal rights as discussed above. Tobikiri Capital Limited (TCL), the major shareholder in EPY, which has accepted the Offer with respect to its entire EPY shareholding (representing 61.60% of EPY Shares), has advised GHL that it will not exercise its withdrawal rights. TCL has elected to receive the Scrip Consideration for its entire shareholding.
GHL intends to proceed to compulsory acquisition of outstanding EPY Shares, subject to all of the Conditions of the Offer being satisfied or waived and in the absence of withdrawals of acceptances resulting in GHL"s Relevant Interest in EPY dropping to below 90% of EPY Shares.
Unless otherwise stated, the definitions used throughout this announcement have the same meanings as defined in the Replacement Bidder's Statement.

Head Office Innovation Centre

C-G-15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5-E-7B, Enterp rise 4 Technology Park Malaysia

Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia Bukit Jalil, 57000 Kuala Lumpur, Malaysia

Tel [phone] Fax [phone] www.ghl.com Tel [phone] Fax [phone]

GHL Systems Berhad

Notice under section 630 of the Corporations Act 2001 (Cth)

Extension of Offer Period

This is a notice given by GHL Systems Berhad (GHL) in relation to the offer made under its takeover bid for all of the shares in EPY (the Offer) pursuant to its bidder's statement dated 7
November 2013 (Bidder's Statement).
GHL hereby gives notice pursuant to section 630(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act) that the new date for giving the notice of the status of the conditions set out in section 13.13 of the Bidder's Statement (Conditions) is 13 February 2014.
As at the date of this notice:
(b) the Condition set out in section 13.13(b) of the Bidder's Statement has been fulfilled (so that the Offer is free of that Condition);
(b) the Offer remains subject to the Conditions set out in section 13.13(a) and sections
13.13(c) to (j) of the Bidder's Statement and, as far as GHL is aware, none of these
Conditions have been fulfilled; and
(c) GHL's voting power in EPY is 93.09% (with holders of 92.500% of EPY Shares having accepted the Offer and elected to receive the Scrip Consideration and holders of 0.591% of EPY Shares having accepted the Offer and elected to receive the Cash Consideration).
Unless otherwise stated, the definitions used throughout this notice have the same meanings as defined in the Bidder's Statement.
Date: 16 January 2014
Signed for and on behalf of GHL by:

Kanagaraj Lorenz

Group Chief Executive Officer

Head Office Innovation Centre

C-G-15, Block C Jln Dataran SD1, Dataran SD, PJU 9 L5-E-7B, Enterp rise 4 Technology Park Malaysia

Bandar Sri Damansara, 52200 Kuala Lumpur, Malaysia Bukit Jalil, 57000 Kuala Lumpur, Malaysia

Tel [phone] Fax [phone] www.ghl.com Tel [phone] Fax [phone]

@HL

16 January 2014 GHL Systems Bhd

293040-D

l- 000001 000 EPY_TK

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL

SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear EPY Shareholder

GHL System Berhad's takeover offer for EPY- extension of offer period We referto GHL System Berhad's (GHL) Offerto acquire ali Your EPY Shares. GHL has extended the offer period under the Offer.

The Offer was originally scheduled to close at 7.00pm (Melbourne time) on 24 January 2014 and is now scheduled to close at 7.00pm (Melbourne time) on Friday, 21 February 2014 (unless further extended as permitted under the Corporations Act 2001 (Cth) (Corporations Act). A formai notice of variation required by the Corporations Act is enclosed.

As announced by GHL through EPY on 9 December 2013, GHL proposes to issue a replacement bidder's statement providing additional disclosure. lt is currently expected that this replacement bidder's statement will be lodged with ASIC and ASX and sent to EPY Shareholders by 24 January 2014.

GHL advises EPY Shareholders to await the issue of the replacement bidder's statement before making a decision to accept or reject the Offer in respect of their EPY Shares. GHL will be offering withdrawal rights to any EPY Shareholder who has accepted or accepts the Offer before the replacement bidder's statement is issued.

As at 10 January 2014 (the last practicable date before printing ofthis letter), GHL had received acceptances in respect of 83.72% of EPY Shares) (with holders of 83.136% of EPY Shares having elected to receive the Serip Consideration and holders of 0.591% of EPY Shares having elected to receive the Cash Consideration). These acceptances are, however, subject to withdrawal rights as discussed above. Tobikiri Capitai Limited (TCL), the major shareholder in EPY, which has

accepted the Offer with respect to its entire EPY shareholding (representing 61.60% of EPY Shares), has advised GHL that it will not exercise its withdrawal rights. TCL has elected to receive the Scrip Consideration far its entire shareholding.

Further information

Unless otherwise stated, the definitions used throughout this letter have the same meanings as defined in the Bidder's Statement.

lf you have any questions about the Offer, please contact the Offer lnformation Line on

1300 389 265 (or [phone] far international callers for international callers) or your stockbroker, legai or financial adviser.

Yours sincerely

GHL Systems Berhad

Kanagaraj Lorenz

Group Chief Executive Officer

Head Office

C·G-15, Block C Jln Dataran 801, Dataran SO, PJU 9

Bandar Sri Damansara, 52200 Kuala Lumpur. Malaysia

Tel [phone] Fax [phone] www.ghl.com

Datuk Kamaruddin Bin Taib lndependent Non-Executive Chairman

lnnovation Centre

L5-E-7B, Enterpnse 4 Technology Park Malaysia

Bukit Jalil, 57000 Kuala Lumpur, Malaysia

Tel [phone] Fax [phone]

Samples/000001/00000 l

@HL GHL Systems Berhad

Notice under section 6500 of the Corporations Aet 2001 (Cth) Notice of variation - extension of the Offer Period

To:	1.	e-pay Asia Limited ABN 99 089 227 887 (EPY)
	2.	Australian Securities and lnvestments Commission
	3.	ASX Limited
	4.	Each person to whom an Offer was made under the takeover bid referred to in this notice

This is a notice given by GHL Systems Berhad (GHL) in relation to the offer made under its takeover bid forali of the shares in EPY (the Offer) pursuant to its bidder's statement dated
7 November 2013 (Bidder's Statement).
In accordance with section 6500 of the Corporations Act 2001 (Cth) (Corporations Act), GHL gives notice that it varies the Offer by extending the period during which the Offer will remain open so that the Offer will now close at 7.00pm (Melbourne time) on Friday, 21 February 2014 (unless further extended).
A copy of this notice was lodged with ASIC on 16 January 2014. ASIC takes no responsibility for the contents of this notice.
Unless otherwise stated, the definitions used throughout this notice have the same meanings as defined in the Bidder's Statement.
Date: 16 January 2014

Signed for and on behalf of GHL by:

Kanagaraj Lorenz

Group Chief Executive Officer

Datuk Kamruddin Bin Taib

lndependent Non-Executive Chairman

Head Office

C-G-15, Block C Jln Oataran SOl, Oataran SO, PJU 9

Bandar Sri Oamansara, 52200 Kuala Lumpur, Malaysia

Tel [phone] Fax [phone] www.ghl.com

lnnovation Centre

L5-E-7B, Enterprise 4 Technology Park Malaysia

Bukit Jalil, 57000 Kuala Lumpur, Malaysia

Tel [phone] Fax [phone]

Samples/000001/000002/i