E-Pay Asia Ltd. : Notice of Annual General Meeting/Proxy Form

e-pay Asia Limited

ABN 99 089 227 887

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting: Thursday 30 May 2013

Time of Meeting: 10:00 a.m. (Sydney time) Place of Meeting: Suite 2501 Level 25

St Martins Tower

31 Market Street

Sydney NSW 2000

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

e-pay Asia Limited - Notice of Annual General Meeting 1

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of e-pay Asia Limited (ABN 99 089 227 887) (Company) will be held at Suite 2501, Level 25, St Martins Tower, 31 Market Street, on Thursday 30 May 2013, commencing at 10:00 a.m.

AGENDA/ORDINARY BUSINESS

Financial Reports

To receive and consider the financial report of the Company and the reports of the Directors and auditor for the year ended 31 December 2012.

Resolution 1 - Remuneration Report

To consider, and if thought fit, pass the following resolution as an advisory resolution:

"That the Remuneration Report for the year ended 31 December 2012, which is included in the

Directors report, be adopted."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:
(a) a member of the Key Management Personnel (details of whose remuneration are included in the Remuneration Report); or
(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above, and either:
(c) the person, not being the Chairman, does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or
(d) the person, being the Chairman, does so as proxy acting under the authorisations outlined in the Proxy Form.

Resolution 2 - Re-election of Singam Sabaratnam as a Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That in accordance with the Company's Constitution, Mr Signam Sabaratnam, who retires in accordance with the Company's Constitution and the ASX Listing Rules and who, being eligible for re-election, offers himself for re-election, be re-elected as a Director of the Company."

e-pay Asia Limited - Notice of Annual General Meeting 2

Resolution 3 - Re-election of Thomas J. Schnitker as a Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That in accordance with the Company's Constitution, Mr Thomas J. Schnitker, who retires in accordance with the Company's Constitution and the ASX Listing Rules and who, being eligible for re-election, offers himself for re-election, be re-elected as a Director of the Company."

Robert Lees
Company Secretary e-pay Asia Limited
Dated 19 April 2013

Notes:

DETERMINATION OF MEMBERSHIP AND VOTING ENTITLEMENT

Everyone who is registered as a Shareholder at 7.00pm (Sydney time) on 28 May 2013 at
7.00pm can vote at the Annual General Meeting.
You may vote by:
(a) attending the Annual General Meeting in person (yourself or by sending an attorney, or, if you hold Shares through a company, by sending a corporate representative on your behalf); or (b) completing and returning a Proxy Form.
A Proxy Form accompanies this Notice of Annual General Meeting. The Proxy Form contains instructions on how to complete the form, the rules applicable to proxies, where to send the form and information regarding corporate representatives.

VOTING BY PROXY

Please note that:
1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to
appoint a proxy;
2. A proxy need not be a member of the Company; and
3. A member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise,
but where the proportion is not specified, each proxy is entitled to cast half of the number
of votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

ENQUIRIES

If you have any questions in relation to the Resolutions to be considered at the Meeting, please call Mr Robert Lees on [phone] between 9.00am and 5.00pm (Sydney time) Monday to Friday.

e-pay Asia Limited - Notice of Annual General Meeting 3

Explanatory Memorandum Purpose of this Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in e-pay Asia Ltd (Company) in relation to the business to be conducted at the Company's Annual General Meeting to be held at Suite 2501, Level 25, St Martins Tower, 31 Market Street, on Thursday 30 May 2013, commencing at 10:00 a.m. (Meeting).
The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon Resolutions to be considered at the Meeting. The Company's directors (Directors) recommend that Shareholders read this Explanatory Memorandum in full before determining how they will vote on the Resolutions.

Receive and Consider the Financial Statements

The Corporations Act 2001 (Corporations Act) requires the Financial Report, Directors' Report and Auditor's Report (collectively, Reports) for the past financial year to be tabled before the Annual General Meeting, and the Company's Constitution provides for such Reports to be received and considered at that Meeting. Neither the Corporations Act nor the Company's Constitution requires a vote of Shareholders on the Reports. The Annual General Meeting provides a forum for Shareholders to ask questions and make comment on the Company's Reports and Accounts and on the business and operations of the Company for the year ended 31 December 2012.
In addition Shareholders may at the Annual General Meeting ask questions of the Company's auditor in relation to the following matters - the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company for the preparation of the financial statements and the auditor's independence in relation to the conduct of the audit. Shareholders may submit written questions to the auditor in relation to the above items. Any written questions to the auditor must be submitted to the Company 5 business days before the Annual General Meeting.

Resolution 1 - Adoption of Remuneration Report

The Remuneration Report of the Company for the period ended 31 December 2012 is set out in the Directors' Report to Shareholders (the Remuneration Report).
The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' Report contained in the Annual Financial Report of the Company for the financial year ending 31 December 2012.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the
Annual General Meeting.
The Corporations Act requires that at a listed Company's Annual General Meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. However, such a Resolution is advisory only and does not bind the Directors or the Company.
Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25%
of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2014 Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an
Extraordinary General Meeting to consider the appointment of directors of the Company (spill

resolution).

If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an Extraordinary General Meeting (spill meeting) within 90 days of the Company's

e-pay Asia Limited - Notice of Annual General Meeting 4

2014 Annual General Meeting. All of the directors who were in office when the Company's
2014 Directors' Report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the spill meeting but may stand for re- election at the spill meeting. Following the spill meeting those persons whose election or re- election as directors is approved will be the directors of the Company.

Resolution 2 - Re-Election of Mr Singam Sabaratnam as Director

In accordance with the provisions of the Company's Constitution, Mr Singam Sabaratnam retires as a Director of the Company and offers himself for re-election.
Mr Sabaratnam has over 20 years' experience in the management of sales and customer service, largely in the information technology and telecommunications industries. He has worked in Australia and in South East Asia for companies such as Primus, and has a very strong understanding of EPY's target markets in the region. Mr Sabaratnam has extensive experience in developing sales channels and the management of sales functions at a senior level across both the IT and telecommunications sectors.
The Directors (with Mr Singam Sabaratnam abstaining) recommend that Shareholders vote in favour of this resolution.

Resolution 3 - Re-election of Mr Thomas J Schnitker as Director

In accordance with the provisions of the Company's Constitution, Mr Thomas Schnitker retires as a Director of the Company and offers himself for re-election.
Mr Schnitker, BA (Hons) Oxford University and MBA Columbia Business School NY started his career as consultant in Deloitte and spent 8 years in McKinsey & Company with last position held as Associate Principal. He has had a number of strategic, operational and organisational engagements specialized in business development and operations improvement covering the Consumer Goods/Manufacturing/Retail Finance and Telecommunication industries. Mr Schnitker then moved on to join the Telecommunications industry and cumulated extensive experiences in business development, marketing, commercial and customer service after working at Telstra, Maxis Mobile Sdn Bhd and Digi.Com Bhd in senior management roles from
2002 to 2009. He is now managing director of Veritas Ventures Pty Ltd, a specialist strategic consultancy.
Mr Schnitker has over 25 years of experience in executive line management and strategy consulting. He has spent many years in telecoms, and has deep knowledge of marketing and sales, commercial and operations management, as well as business strategy and transformation. He also has significant business exposure to many international cultures, particularly across Australasia, South East Asia, and Africa.
The Directors (with Mr Schnitker abstaining) recommend that Shareholders vote in favour of this resolution.

e-pay Asia Limited - Notice of Annual General Meeting 5

GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

Board means the current board of directors of the Company.

Chairman means the chairman of the Annual General Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

(b) a child of the member's spouse;

(c) a dependent of the member or the member's spouse;

(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means e-pay Asia Limited (ABN 99 089 227 887). Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Notice or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors' report section of the Company's annual financial report for the year ended 31 December 2012.

Resolutions means the resolutions set out in the Notice of Annual General Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

e-pay Asia Limited - Notice of Annual General Meeting 6

e-Pay Asia Limited

ABN 99 089 227 887

Proxy form

Section 1: Name and address of member

All correspondence to: e-pay Asia Limited Suite 2501, Level 25

St, Martins Tower

31 Market Street

SYDNEY NSW 2000

Telephone [phone]

Facsimile [phone]

Website: www. epay-asia.com

I/We …………………………………………………………………………………………………………………………………………………………………………

of ……………………………………………………………………………………………………………………………………………………………………………..

Section 2: Appointment of proxy

I, being a member of the Company and entitled to attend and vote appoint

the Chairman of the meeting (mark with

an 'X')

Write here the full name of the person

OR or body corporate you are appointing if this person is someone other than

the Chairman of the meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as outlined on this Proxy Form), and to act generally on my behalf, at the General Meeting of the Company to be held at:

Location	Offices of e-pay Asia Limited. Suite 2501, Level 25, St Martins Tower, 31 Market Street, Sydney 2000
Date	Thursday, 30 May 2013
Time	10:00 am

and at any adjournment of that meeting.

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Chairman authorised to exercise proxies on remuneration related matters: I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 1 even though the Chairman is, and that resolution is connected directly or indirectly with the remuneration of, a member of Key Management Personnel of the Company.

Section 3: Voting instructions

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Voting directions to proxy - please mark to indicate your directions.

Resolution 1. Remuneration Report

Resolution 2. Re-election of Singam Sabaratnam as a Director

Resolution 3. Re-election of Thomas Schnitker as a Director

For Against Abstain*

If the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite Section 3, you are directing the Chairman to vote in favour of that resolution. The Chairman intends to vote all undirected proxies in favour of the Resolutions to be put to the meeting.

Section 4: Signing by member

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

Sole Director and Sole

Secretary

Director/Company Secretary

(delete one)

Director

Please provide the information below in case we need to contact you.

/ /

Contact name Contact day time telephone Date

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Instructions for completion of Proxy Form

Section 1: Name and address of member

1 This is your address as it appears in the register of members of the Company. If this information is incorrect, please advise the Share Registry - Computershare Investor Services Pty Ltd of any changes.

The Registrar

Computershare Investor Services Pty Limited

GPO Box 2975

Melbourne Vic 3001

Members sponsored by a broker (in which case your reference number will commence with an 'x') should advise their broker of any changes. Please note you cannot change the ownership of your Shares using this form.

Section 2: Appointment of proxy

2 If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the space provided. A proxy may be an individual or a body corporate. If you leave this section blank or your named proxy does not attend the Meeting, the Chairman of the meeting will be your proxy. A proxy need not be a member of the Company.
3 If you are entitled to cast two or more votes at the General Meeting, you are entitled to appoint two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company. Alternatively you may copy this form.
4 To appoint a second proxy:

(a) on each of the first Proxy Form and second Proxy Form state the percentage of your voting rights or number of Shares applicable to that form (if the appointments do not specify the percentage or

number of votes that each proxy may exercise, each proxy may exercise one half of your votes, and

fractions of votes will be disregarded); and

(b) return both forms in the same envelope.

Section 3: Voting instructions

5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that item of business. All of your Shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item, except if your proxy is a member of the Key Management Personnel not being the Chairman, or a Closely Related Party of such a member, in which case they must abstain from voting on Resolution 1 on your behalf. If you mark more than one box on an item, your vote on that item will be invalid.

Section 4: Signing by member

6 You must sign this form as follows in the spaces provided:

Individual	Where the holding is in one name, the member must sign.
Joint holding	Where the holding is in more than one name, all of the members must sign.
Power of Attorney	To sign under power of attorney, either the power of attorney must have already been lodged with the Company's share registry for notation or the original (or a certified copy) of the power of attorney must accompany this document.
Companies	In the following cases, subject to the Company's constitution, the following person must sign: (a) Australian proprietary company with a sole director who is also the sole company secretary - that person must sign; (b) Australian proprietary company with a sole director and no company secretary - that person must sign; (c) other Australian companies - two directors, or one director and one company secretary must sign; and (d) foreign company - in accordance with the laws of the jurisdiction of incorporation and constituent documents.

Section 5: Lodging of proxy

7 This Proxy Form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than close of business on the date set out below, by mail, hand delivery, or facsimile.

Last time and date for lodgement *	Date will be 48 hours or earlier than the meeting time
By mail	Suite 2501, Level 25 St. Martins Tower, 31 Market Street, Sydney NSW 2000
By delivery	Suite 2501, Level 25, St. Martins Tower, 31 Market Street, Sydney NSW 2000
By facsimile	[phone]

* Any Proxy Form received after that time will not be valid.

For Further Information

If you need any further information about this form or attendance at the Company's General Meeting, please contact

Robert Lees, Company Secretary on [phone].

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