604 page 1/2 15 Ju!y 2001

Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

}Q_ Company NameiScheme E-Pay Asia Limiled

ACN/ARSN ACN 089 227 887

1. Details of substantial holder(1)

Name

ACNAI RSN (if app!icab!e)

P!ease refer o Annexure

There was a change in the interests of the substantia! holder on

The previous notice was given to the company on

The previous notice was dated

19111 l 2013

06/11/2013

06/ 11/ 2013

2. Previous and present voting power

The total number of votes attached to ali the voting shares in the company or voting interests in the scheme that the substantialho!der or an associate (2} had a relevant interest (3}

in when last required, and when now required, to give a substantla! holding notice to the company or scheme. are as fo!lows:

C!ass of securities (4)

Previous notice

Person's votes

Present notice

Voti!!.Q_QQwer 5 Person's votes

Votin lpower 5

Ordinary Shares

2,867,052

5.04% (based an 56,930,320 ordin ry 3,595,449

6.32% (based on 56,930,320 ord ary

snares)

""'"''

3. Changes in retevant 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, sinee the substantialholder was last required to give a subst<.mtialholding notice to the company or scheme are as follows:

Date of change

Person whose relevant interest changed

Nature of change (6}

Consideration given in relation to change (7)

Class and number of securities affected

Person's vot#'s affected

Please refer

Annexure

4. Present relevant interests

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

Ho!der of relevant interest

Registered ho!der of securities

Person entitled to be registered as ho!der (8)

Nature of relevant interest (6)

C!ass and number of securities

Person's votes

Please referton

nexure

604 page 1/1 15 July 1001

5. Changes in association

The persons who have become associates {2) of. ceased to be assocwtes of. or have changed the nature of their associatìon (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (

if app!icable)

Nature of association

Milingtonia Limited

By virtue of Sedon 12{2) of the Corporations Acl2001 (Cth}

r.c

Bvvirtne nf ""finn 1'"'""h' Coroorotf n Acl2001 IC!hl

6. Addresses

The addresses of persons named in this formare as follows:

Name

Address

Mllingtonia Limited

Vanterpool Plaza, 2nd Floor, Wickhams Gay 1,RoadTown,Tortola, British Virgin lslands

Cycas

IFS Court, TwentyEight, Cybercity, Ebene, Mauritius

Signature

print name Brahmal Vasudevan capacity Director

----,-An-------- ----------

._ J date 20 l 11 1 2013

sign here / 1

1

!

DIRECTIDNS

(1) lf there are a number of substantia! holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. lf the relevant interests of a group of persons are essentially similar. they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set aut in paragraph 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the tota! votes in the body corporate or scheme multip!ied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances bC(ause of which the change in relevant interest occurred. lf subsection 6718(4) applies. a copy of any document setting aut the terms of any relevant agreement and a statement by the person giving full and accurate details of any contract. scheme or arrangement, must accompany this form, together with a written statement certifying this contract. scheme or arrangement; and
(b) any qualification of the power of a person to exercise, contro! the exercise of. or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securitìes to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and al! benefits.money and other, that any person from whom a relevant interest was acquired has. or may. becom e entitled to receive in relation to that acquisìiiOn. Details must be included even if the benefit is conditional on the happening or not of a contingency. Detai!s must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not pa1d directly to the person from whom the relevant interest was acquired.
(8) lf the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arlses because of an option) write "unknown". (9) Give details, if appropriate, of the present associatìon and any change in that association since the last substantial holding notice.

ANNEXURE TO FORM 604 1. DETAILS OF SUBSTANTIAL HOLDER(S)

Milingtonia Limited, Cycas, Creador l LLC, Creador Il LLC, Creador Management Company l Limited ("CMC 1"), Creador Management Company Il Limited

("CMC Il"), Brahmal Vasudevan (''BV").

BV is the controlling shareholder of CMC l and CMC Il, which respectively manage Creador l LLC and Creador Il LLC, which in turn respectively holds 100%

of Milingtonia Limited and Cycas.

3. CHANGE IN RELEVANT INTERESTS

Date of Change

Persons whose relevant interest changed

Nature of Change

Consideration given in

relation to change

Class and number of

securities affected

Person's votes affected

06 November 2013

Milingtonia Limited

Acquisition of a relevant

interest by virtue of section 608 of the Corporations Acl2001 (Cth) following the acquisition of the securities on ASX

$0.4985 per share

162,729 ordinary shares

162,729

14 November 2013

Milingtonia Limited

Acquisition of a relevant

interest by virtue of section 608 of the Corporations Acl2001 (Cth) following the acquisition of the securities on ASX

$0.7050 per share

82,167 ordinary shares

82,167

14 November 2013

Milinqtonia Limited

Acquisition of a relevant

interest by virtue of section 608 of the Corporations Acl2001 (Cth) following the acquisition of the securities on ASX

$0.6920 per share

189,945 ordinary shares

189,945

15 November 2013

Milingtonia Limited

Acquisition of a relevant

interest by virtue of section 608 of the Corporations Acl2001 (Cth) following the acquisition of the securities on ASX

$0.7000 per share

93,556 ordinary shares

93,556

19 November 2013

Cycas

Acquisition of a relevant

interest by virtue of section 608 of the Corporations Acl2001 (Cth) following the acquisition of the securities on ASX

$0.7093 per share

200,000 ordinary shares

200,000

4. PRESENT RELEVANT INTERESTS

a

distributed by