EML PAYMENTS LIMITED — Major Shareholding Notification 2012

Aug 6, 2012

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Adept Solutions Limited
ACN/ARSN	104 757 904
1. Details of substantial holder (1)
Name	Thomas Anthony Cregan
ACN/ARSN (if applicable)

$03/08/2012$ The holder became a substantial holder on

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY SHARES	11, 111, 109	11, 111, 109	11.34%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See "Annexure A"

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See "Annexure A"

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
"Annexure A" See

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Tom Cregan & Associates Pty Ltd	Director
Diana Barton Cregan	Spouse

7. Addresses

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

Name	Address
See "Annexure A"

Signature
print name	Thomas Anthony Cregan	capacity	Self
sign here		date	$\circ$ /08/2012

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If 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 out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of $(a)$ any document setting out 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on $(9)$ the happening or not of a contingency. Details 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 paid directly to the person from whom the relevant interest was acquired.

"Annexure A"

This is Annowure A of 2 pages referred to in Form 603 "Notice of initial substantial holder"

Thomas Anthony Cregan Date: 6 August 2012

3. Details of relevant interests

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Thomas Anthony Cregan	Legal Owner	3,888,888 ordinary shares
Tom Cregan & Associates Pty	Legal Owner	1,666,666 ordinary shares
Ltd
Diana Barton Cregan	Legal Owner	5,555,555 ordinary shares

4. Details of present registered holders

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Thomas Anthony	Thomas Anthony	N/A	3,888,888 ordinary
Cregan	Cregan		shares
Tom Cregan &	Tom Cregan &	N/A	1,666,666 ordinary
Associates Pty Ltd	Associates Pty Ltd		shares
Diana Barton Cregan	Diana Barton Cregan	N/A	5,555,555 ordinary
			shares

5. Consideration

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
		Non-cash Cash
Thomas Anthony Cregan	3 August 2012	\$350,000	3,888,888 ordinary shares
Tom Cregan & Associates Pty Ltd	3 August 2012	\$150,000	1,666,666 ordinary shares
Diana Barton Cregan	3 August 2012	Issued in accordance with the terms of Mr Cregan's employment contract. The employment contract provides that Mr Cregan will invest \$500,000 and is entitled to a 1 for 1 bonus share grant. These bonus shares will be escrowed for a period of 2 years from the date of iccue	5,555,555 ordinary shares

7. Addresses

Name	Address
Thomas Anthony Cregan	58 Kerferd Street, East Malvern, VIC, 3145
Tom Cregan & Associates Pty Ltd	58 Kerferd Street, East Malvern, VIC, 3145
Diana Barton Cregan	58 Kerferd Street, East Malvern, VIC, 3145