Form 604

Corporations Act 2001

Section 671B


604 GUIDE page 1/1 13 March 2000

Notice of change of interests of substantial holder

ToCompany Name/Scheme e-pay Asia Limited (EPY)

ACN/ARSN 089 227 887

1. Details of substantial holder (1)

Name GHL Systems Berhad (GHL) and each related body corporate named in the list annexed to this notice and marked "B" (GHL Associates)
ACN/ARSN (if applicable) Not applicable
There was a change in the interests of the
substantial holder on 22/11/13, 25/11/13,
27/11/13 & 28/11/13
The previous notice was given to the company on 22/11/13
The previous notice was dated 22/11/13

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 securities (4)

Previous notice

Present notice

Class of securities (4)

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary shares

35,070,604

61.60%

38,752,681

68.07%

(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 securities 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:

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Nature of relevant interest (6)

Class and number of securities

Person's votes

GHL

Various offerees who

have accepted an offer

GHL

Relevant interest under

section 608(1) and/or 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.

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.

38,752,681 fully paid

ordinar y shares

Each ordinary share

confers one vote

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

Not applicable

Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name

Address

GHL

Level 18, The Garden North Tower

Mid Valley City

Lingkaren Syed Putra

59200 Kuala Lumpur

Malaysia

GHL Associates

As per Annexure B

Signature

print name Kanagaraj Lorenz Capacity Group CEO

sign here Date 29/11/13

Annexure A

This is the annexure of 1 page marked A referred to in the Form 604 signed by me and dated 29/11/13

Signed

Kanagaraj Lorenz

Date 29/11/13

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 securities affected

Person's votes affected

21 November 2013

35,070,604 ordinary shares

Each ordinary share confers one vote

25 November 2013

71 ordinary shares

Each ordinary share confers one vote

27 November 2013

4,000 ordinary shares

Each ordinary share confers one vote

28 November 2013

3,624,449 ordinary shares

Each ordinary share confers one vote

Total acceptances received

for Scrip Consideration

38,699,124

67.98%

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 securities affected

Person's votes affected

22 November 2013

714 ordinary shares

Each ordinary share confers one vote

25 November 2013

52,794 ordinary shares

Each ordinary share confers one vote

27 November 2013

49 ordinary shares

Each ordinary share confers one vote

Total acceptances received

for Cash Consideration

53,557

0.09%

Annexure B

This is the annexure of 2 pages marked B referred to in the Form 604 signed by me and dated 29/11/13

Signed

Kanagaraj Lorenz

Date 29/11/13

COMPANY

REGISTERED ADDRESS

1.

GHL Systems Berhad

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

2.

GHL Transact Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

3.

GHL Payments Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

4.

GHL EFTPOS Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur,

Malaysia

5.

GHL International Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

6.

GHL Global Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

7.

GHL Asia Pacific Sdn Bhd

Level 6(D), Main Office Tower, Financial Park

Labuan Complex, Jalan Merdeka, 87000

Labuan F.T. Malaysia

8.

GHL Cardpay Sdn Bhd

(Formerly known as Card Pay Sdn Bhd)

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

9.

GHL Loyalty Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

10.

GHL Payments Services Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

11.

GHL BPO1 Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

12.

GHL ePayments Sdn Bhd

Level 18, The Gardens North Tower, Mid

Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

13.

GHL Systems Philippines Inc.

16th Floor, B.A. Lepanto Condominium, 8747

Paseo De Roxas, Makati City 1226, Philippines

14.

Pinoytek Solusyon, Inc

16th Floor, B.A. Lepanto Condominium, 8747

Paseo De Roxas, Makati City 1226, Philippines

15.

GHL (Thailand) Co. Ltd

117-118, 28th Floor, Sinn Sathorn Tower,

Krungthonburi, Klongtonsai, Klongsan

Bangkok 10600 Thailand.

16.

Concious Object Development Co. Ltd

117-118, 28th Floor, Sinn Sathorn Tower,

Krungthonburi, Klongtonsai, Klongsan

Bangkok 10600 Thailand.

17.

GHL ePayments Co. Ltd

117-118, 28th Floor, Sinn Sathorn Tower,

Krungthonburi, Klongtonsai, Klongsan

Bangkok 10600 Thailand.

18.

PT. Spotpay Indonesia

Menara BC, Grand Indonesia, 50th 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, Sdyney, NSW, 2000

20.

GHL ePayments Philippines, Inc

16th Floor, B.A. Lepanto Condominium, 8747

Paseo De Roxas, Makati City 1226, Philippines

distributed by