E-Pay Asia Ltd. : Notice from GHL of Fulfilment of Conditions under the Bid

11 February 2014

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Takeover bid by GHL for e-pay Asia Limited - fulfilment of condition

Attached is a notice received from GHL Systems Berhad under Section 630(4)

Corporations Act 2001 (Cth) - Defeating condition to takeover bid fulfilment. 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
11 February 2014

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

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 announce that, via a letter dated 10 February 2014, the Securities Commission, Malaysia has granted an exemption under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-overs and Mergers 2010 to Mr Simon Loh and the parties acting in concert with him from the obligation to extend a mandatory takeover offer for GHL Shares.
Accordingly, we attach, by way of service pursuant to section 630(5)(b) of the Corporations Act
2001 (Cth) (Corporations Act), a notice under section 630(4) of the Corporations Act in relation to the fulfilment of a condition to which offers under the Takeover Bid were subject (being the condition set out in section 13.13(c) of the Bidder's Statement).
Unless otherwise stated, the definitions used throughout this announcement have the same meanings as defined in the 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(4) Corporations Act 2001 (Cth) Defeating condition to takeover bid fulfilled 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 630(4) of the Corporations Act 2001 (Cth) (Corporations Act), GHL gives notice that the condition to its Offer set out in section 13.13(c) of its Bidder's Statement ("Exemption granted to Mr Simon Loh") has been fulfilled (so that the Offer is free of that condition).
Date: 11 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]