E-Pay Asia Ltd. : GHL Notice declaring Offer free of all Conditions

12 February 2014

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Takeover bid by GHL for e-pay Asia Limited - Notice declaring Offer free of all conditions

Attached is a notice received from GHL Systems Berhad under Section 650F(1)

Corporations Act 2001 (Cth) - Notice declaring Offer free of all conditions. Full details are contained in the attachment.

Yours sincerely

Robert Lees Company Secretary Phone: [phone]

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
12 February 2014

ASX RELEASE GHL Systems Berhad (GHL) Takeover bid by GHL for e-pay Asia Limited ABN 99 089 227 887 (EPY) - offer unconditional

We refer to GHL's off-market takeover bid for all of the shares in EPY (Takeover Bid) and the bidder's statement dated 7 November 2013 as amended by the First Supplementary Bidder's Statement dated 21 January 2014 (Bidder's Statement).
GHL is pleased to declare the Offer free of all conditions contained in section 13.13 of the Bidder's
Statement. A formal notice is attached.
As at the date of this announcement, GHL has received acceptances in respect of 94.68% of the EPY Shares. GHL now proposes to issue or pay the consideration in respect of the acceptances it has received to date as soon as practicable.
GHL proposes to commence the compulsory acquisition process for the outstanding EPY shares before the close of the Offer Period.

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 Bhd

293040-D

GHL Systems Berhad

Notice under section 650F(1) Corporations Act 2001 (Cth) Notice declaring Offer free of all conditions To: e-pay Asia Limited ABN 99 089 227 887 (EPY) ASX Limited

This is 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 as amended by the First Supplementary Bidder's Statement dated 21 January 2014 (the

Bidder's Statement).

For the purposes of section 650F(1) of the Corporations Act 2001 (Cth), GHL gives notice and declares that:
(a) as previously notified, the conditions of the Offer in sections 13.13(a), (b) and (c) of the
Bidder's Statement have been fulfilled (so that the Offer is free of such conditions);
(b) its Offer (and any contract arising from the acceptance of the Offer) is free from all remaining conditions contained in section 13.13 of its Bidder's Statement; and
(c) as at the date of this notice, its voting power in EPY is 94.68%. Date: 12 February 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]