GHL Systems Bhd

293040-D
21 November 2013

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 (Bidder's Statement).
GHL is pleased to announce that Bursa Malaysia Securities Berhad (Bursa Securities) has by letter dated 20 November 2013 approved the listing of and quotation for:
(i) up to 156,558,380 new GHL Shares pursuant to the Proposed Acquisition; and
(ii) up to 86,369,000 new GHL Shares, representing approximately 20% of the enlarged issued and paid-up share capital of GHL (after the completion of the Proposed Acquisition and Proposed Share Issuance) pursuant to the Proposed Share Issuance.
The approval of Bursa Securities is subject to, inter alia, the condition that GHL must fully comply with the relevant provisions under the Main Market Listing Requirements of Bursa Securities pertaining to the implementation of the Proposed Acquisition and the Proposed Share Issuance.
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(b) 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 +603-6286 3388 Fax +603-6280 2999 www.ghl.com Tel +603-8998 3660 Fax +603-8998 3301



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

For the purposes of section 630(4) of the Corporations Act 2001 (Cth) (Corporations Act), GHL Systems Berhad (GHL) gives notice that the condition to its takeover offer for all of the shares in EPY (Offer) set out in section 13.13(b) of its bidder's statement ("Approval for issuance of shares") dated 7 November 2013 has been fulfilled (so that the Offer is free of that condition).
Date: 21 November 2013
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 +603-6286 3388 Fax +603-6280 2999 www.ghl.com Tel +603-8998 3660 Fax +603-8998 3301

distributed by