EML PAYMENTS LIMITED — Capital/Financing Update 2012

Jun 18, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ADEPT SOLUTIONS LIMITED ( AAO )

ABN

93 104 757 904

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Ordinary Shares
	AAO will issue up to approximately 15,693,083 ordinary shares (Rights Shares) pursuant to the terms of a partially underwritten pro-rata renounceable entitlement offer (Rights Issue) announced to ASX on 18 June 2012. In addition, AAO will issue up to approximately 16,666,666 ordinary shares (Placement Shares) to certain investors identified by the Board of AAO, announced to ASX on 18 June 2012 (Placement), plus 5,555,555 bonus shares to an executive of AAO. The Rights Issue and Placement together are referred to as theOffers. The final number of ordinary shares to be issuedwillbe determined once the Offers close.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid[+] securities, the Rights Issue - Fully paid ordinary shares.

• amount outstanding and due dates for payment; if +convertible Placement – Fully paid ordinary shares. securities, the conversion price and dates for conversion)

• 4 Do the[+] securities rank equally in all Yes, the Rights Shares and Placement Shares respects from the date of allotment will rank equally in all respects with the existing with an existing[+] class of quoted fully paid ordinary shares in AAO from the date +securities? of allotment. If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

$0.09 per Rights Share. $0.09 per Placement Share.

• 6 Purpose of the issue AAO will use the funds raised from the Offers (If issued as consideration for the to: acquisition of assets, clearly identify  support the recruitment and retention of those assets) new key senior management personnel;  increase AAO’s information technology capacity;

• pursue any potential opportunistic acquisition and investment opportunities that may arise;

• support the increase in marketing spend to build brand awareness and increase future sales pipelines of reloadable prepaid opportunities;

• pay costs associated with the Offers; and  pay for general working capital purposes.

• 7 Dates of entering[+] securities into Holding statements for Rights Shares will be uncertificated holdings or despatch despatched on 26 July 2012. of certificates Holding statements for Placement Shares will be despatched on 2 August 2012.

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	15,693,083 subject to the effects of rounding under the Rights Issue. 22,222,221 subject to the effects of rounding under the Placement 49,654,117 11,500,000 147,059 1,471,158 26,079,731	AAO - Fully Paid Ordinary Shares under the Rights Issue AAO - Fully Paid Ordinary Shares under the Placement including 5,555,555 bonus fully paid ordinary shares to an executive of AAO. AAO - Fully Paid Ordinary Shares AAO - Fully Paid Ordinary Shares in escrow until 18.07.2014 AAO - Fully Paid Ordinary Shares in escrow until 30.11.2012 AAO - Ordinary Fully Paid Shares in escrow to 18.07.2013 (Total AAO –100,687,638) AAOO - $0.50 listed options expiring 19.04.2013

• 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number	+Class
4,800,000 1,200,000 666,668 30,000 15,000 3,970,000 2,000,000 1,000,000	$1.45 options expiring 18.07.2014 in escrow to 18.07.2013 $1.45 options expiring 18.07.2014 $1.30 options expiring 01.06.2014 $0.55 options expiring 31.12.2012 $0.60 options expiring 31.10.2012 $0.85 options expiring 02.11.2012 and vesting 30.09.2012 $0.50 options expiring 05.01.2015 and vesting 02.01.2015 $0.50 options expiring 04.02.2015 and vesting 01.02.2015

• 10 Dividend policy (in the case of a trust, distribution policy) on the There is currently no dividend policy in place. increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No. required?

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting	Renounceable.
	The entitlement ratio is 1 Rights Share for every existing 4 ordinary AAO shares held at therecord date.
	Ordinary shares (AAO).
	7.00pm AEST 27 June 2012
	No.
	Where fractions arise in the calculation of entitlements, they will be rounded down to the nearest whole number of Rights Shares.
	All countries other than Australia and New Zealand.
	The Rights Issue offer closes on 18 July 2012.
	Robert Browning, Tony Adcock, David Liddy and Peter Martin, all being directors of AAO.
	Nil
	N/A
	N/A
	AAO will pay stockbrokers who submit valid application forms bearing their broker’s stamp, a broker stamping fee of 5% of the application monies(inclusive of GST).
	N/A

• 26 Date entitlement and acceptance The prospectus and entitlement and form and prospectus or Product acceptance forms will be sent to eligible Disclosure Statement will be sent to shareholders on 3 July 2012. persons entitled

• 27 If the entity has issued options, and 19 June 2012. the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

• 28 Date rights trading will begin (if 21 June 2012. applicable)

• 29 Date rights trading will end (if 11 July 2012. applicable)

• 30 How do[+] security holders sell their Eligible shareholders who wish to sell their entitlements in full through a entitlements in full on ASX must instruct their broker? stockbroker and provide details as requested on the entitlement and acceptance form.

• 31 How do[+] security holders sell part Eligible shareholders who wish to sell part of of their entitlements through a their entitlements on ASX and accept for the broker and accept for the balance? balance must:  in respect of the part of their entitlement to be sold on ASX, instruct their stockbroker and provide details as requested as set out on the entitlement and acceptance form; and

• in respect of the part of their entitlement being taken up, complete and return the entitlement and acceptance form with the requisite application monies or pay the application monies via BPAY by following the instructions set out on the entitlement and acceptance form.

32 How do+security holders dispose of their entitlements (except by sale through a broker)?

Eligible shareholders who wish to transfer all or part of their entitlement other than on ASX must send a completed renunciation form (which can be obtained through AAO’s share registry) together with a completed entitlement and acceptance form for any entitlements that the transferee wishes to take up, and a cheque for the payment of the relevant application monies to AAO’s share registry by no later than the closing date ie 18 July 2012. The renunciation form must be signed by both the buyer and the seller before being lodged with the share registry. The transferee’s address must be in Australia or New Zealand and the transfereemustnot be

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

in the United States or acting for the account or benefit or a person in the United States.

33 +Despatch date

3 July 2012.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) √ Securities described in Part 1

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the+securities are+equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional+securities held by
		those holders
36		If the+securities are+equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
		1 - 1,000
		1,001 - 5,000
		5,001 - 10,000
		10,001 - 100,000
		100,001 and over
37		A copy of any trust deed for the additional+securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 18 June 2012 (Company secretary)

Print name: Yasmin Broughton

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