EZEATM LIMITED

ACN 151 155 734

(to be renamed "EZA Corporation Limited")

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at the offices of BDO, 38 Station Street, Subiaco, Western Australia 6008 on Wednesday, 29 October 2014 at 10:00am (AWST).

This Notice of General Meeting 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 prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9208 6336.

EZEATM LIMITED

ACN 151 155 734

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Ezeatm Limited will be held at the offices of BDO, 38 Station Street, Subiaco, Western Australia 6008 on Wednesday, 29 October 2014 at 10:00am (AWST) ( "Meeting" ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 27 October 2014 at 10:00am (AWST).

Terms and abbreviations used in this Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval of the Sale

To consider, and if thought fit, to pass with or without amendment as an ordinary resolution the following:

"That subject to the passing of Resolutions 2 and 3, for the purposes of Listing Rules 10.1 and 11.2, and for all other purposes, Shareholders approve and authorise the Company to dispose of the Sale Assets and Sale Shares pursuant to the Sale Agreement and otherwise on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by DC Australasia, DC or a person who might obtain a benefit (except a benefit solely in their capacity as a holder of Shares) if the Resolution is passed, or any Associates of such a person.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval of the Selective Buy-Back

To consider, and if thought fit, to pass with or without amendment as a special resolution the following:

"That subject to the passing of Resolutions 1 and 3, for the purposes of section 257D(1)(a) of the Corporations Act and Listing Rule 10.1 and for all other purposes, approval be given for the Company to conduct a selective share buy-back of 14,681,211 Shares ( DC Ezeatm Shares ) from DC Australasia on the terms and conditions detailed in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by DC Australasia, DC or any of their Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Change of Company Name

To consider, and if thought fit, to pass with or without amendment as a special resolution the following:

"That, subject to the passing of Resolutions 1 and 2, for the purposes of and in accordance with section 157(1) of the Corporations Act, and for all other purposes, Shareholders adopt "EZA Corporation Limited" as the new name of the Company."

BY ORDER OF THE BOARD

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Tracey Lodge Company Secretary Dated: 26 September 2014

A C N 1 5 1 1 5 5 7 3 4

EZEATM LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of BDO, 38 Station Street, Subiaco, Western Australia 6008 on Wednesday, 29 October 2014 at 10:00am (AWST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is located at the end of this Explanatory Memorandum. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (AWST) on Monday, 27 October 2014, being at least 48 hours before the Meeting

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

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3. Overview

3.1 Introduction – what is the Sale?

Sale of the Business

Pursuant to the Sale, the Company will sell the business of supplying, installing and operating ATMs, which is conducted by the Ezeatm Group ( Business ), to DC Australasia for:

(a) the purchase price of A$10,261,694.13, subject to adjustments post-Completion ( Purchase Price );
(b) the Hire Purchase Payout Amount, being not more than A$1,350,000; and
(c) the cancellation of the DC Ezeatm Shares held by DC Australasia by way of a selective buy-back ( Selective Buy-Back ).

The Sale will be effected by the Company:

(a) assigning and selling the Sale Assets to DC Australasia;
(b) selling the Sale Shares to DC Australasia; and
(c) undertaking the Selective Buy-Back from DC Australasia.

Selective Buy-Back

The DC Group currently holds a 19.64% interest in the Company. The buy-back of DC Group's 19.64% shareholding in the Company will be effected by way of the Selective Buy-Back. The Selective Buy-Back involves the purchase and immediate cancellation of all the DC Ezeatm Shares as part consideration for the sale of the Sale Shares and the assignment and sale of the Sale Assets.

The Sale, including the Selective Buy-Back, will not cancel or otherwise deal with any Shares held by Shareholders, other than those Shares held by DC Group.

3.2 Why has the Company proposed the Sale?

The Board believes that the Sale represents an opportunity to unlock the value contained within the Business at an attractive premium to the recent Share price. The Sale represents a cash price of A$0.17 per Share, which is an 84.8% premium to the last closing price of Shares (of A$0.092), prior to the announcement of the Sale on 18 September 2014.

Despite the fact the Business has experienced an improvement in earnings in the 2014 financial year, the Board believes that the Business, on a standalone basis, does not have the economies of scale to provide a satisfactory return on Shareholders’ funds.

The cash consideration and Selective Buy-Back present an exciting opportunity to invest in (and develop) higher growth opportunities that the Board believes are more appropriate for a company of the size of Ezeatm Limited and, consequently, have the potential to deliver greater returns to Shareholders.

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3.3 Effect of the Sale on the structure of the Ezeatm Group

A corporate structure chart for the Ezeatm Group is set out in Schedule 3, indicating the structure of the Ezeatm Group as at the date of this Explanatory Memorandum and the corporate structure, assuming the Sale proceeds.

3.4 Financial effect of the Sale on the Company

The Company will, subject to certain adjustments for working capital and the Hire Purchase Payout Amount, receive approximately A$10.2 million in cash proceeds from the Sale which will provide working capital for the Company as it investigates new business and acquisition opportunities.

The Sale provides value certainty for Shareholders, but will result in the Company no longer being exposed to any financial benefit that might be realised from the Business.

A pro-forma statement of financial position of the Company, that has been prepared to enable Shareholders to make an assessment of the likely effect of the Sale on the financial position of the Company, is set out in Schedule 2.

3.5 Sale of the Business to DC Australasia

The main assets of the Ezeatm Group are the Sale Assets and the Sale Shares.

The effect of the Sale Agreement on the Company, including the Selective Buy-Back, is outlined in the Independent Expert's Report and this Notice.

3.6 Sale Agreement and Conditions

On 18 September 2014, the Company announced that it had entered into the Sale Agreement. The material terms of the Sale Agreement are as follows:

(a) the Company will sell and assign the Sale Assets to DC Australasia;.
(b) the Company, through its wholly owned subsidiary Transact, will sell the Sale Shares to DC Australasia.
(c) the consideration for the sale and assignment consists of the following:
(i) payment of the Purchase Price in cash, subject to certain adjustments post-Completion, to the Company;
(ii) payment of the Hire Purchase Payout Amount; and
(iii) a cashless buy-back and cancellation of the DC Ezeatm Shares by way of the Selective Buy-Back.
(d) DC has agreed to guarantee the obligations of DC Australasia under the Sale Agreement.
(e) the Sale Agreement is conditional on, among other things:
(i) the Ezeatm Board (with the exception of Doug Rose who has abstained from making a recommendation due to a material personal interest in the outcome of the Sale (the details of which are described in Section 3.12)) unanimously recommending the Sale;

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(ii) the Company obtaining all necessary Shareholder approvals for the Sale, including in relation to the Selective Buy-Back;
(iii) the Company changing its name, so that it does not include the word "Ezeatm";
(iv) the Company entering into the Service Contract; and
(v) the Independent Expert concluding that the Sale (including the Selective Buy-Back) is fair and reasonable,

together, the Conditions ).

(f) Completion of the Sale Agreement is to occur on the last Business Day of the calendar month during which the satisfaction (or waiver) of the last of the Conditions occurs. The Conditions in Section 3.6(e)(i) and 3.6(e)(iv) may be waived by DC Australasia. The other conditions may not be waived by either party.

A detailed summary of the Sale Agreement is set out in Schedule 4.

3.7 Use of funds

If the Sale is completed, the proceeds from the Sale, being approximately A$10.26 million, subject to certain adjustments for working capital and the Hire Purchase Payout Amount, will be used by the Company for the assessment and development of high growth opportunities.

3.8 Independent Expert's Report

As required by Listing Rule 10.1, the Directors commissioned the Independent Expert, BDO Corporate Finance (WA) Pty Ltd, to prepare a report on the Sale (including the Selective Buy-Back) to ascertain whether it is fair and reasonable to Shareholders (other than DC Australasia and its Associates).

The Independent Expert has concluded that the Sale (including the Selective BuyBack) is fair and reasonable for Shareholders (other than DC Australasia and its Associates).

Schedule 5 contains a complete copy of the Independent Expert's Report. Shareholders are urged to read the Independent Expert's Report in full.

BDO Corporate Finance (WA) Pty Ltd has given, and has not withdrawn, its consent to the inclusion of its report in the Notice in the form and context in which it appears.

As DC Australasia is the Purchaser, it is expected that DC Australasia will make its own determination of the fairness and reasonableness of the Sale.

3.9 Advantages and disadvantages of the Sale and the Selective Buy-Back

The advantages and disadvantages of the Sale and the Selective Buy-Back are as follows:

(a) Advantages:
(i) upon Completion, the Sale will add approximately A$10.26 million, subject to certain adjustments for working capital and the Hire Purchase Payout Amount, to the cash reserves of the Company;

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(ii) the Sale provides value certainty for Shareholders at a significant premium to the Share price prior to announcement of the Sale;
(iii) the Directors are of the view that better opportunities exist elsewhere for the Company. The disposal of the Business will allow the Company and Directors to focus on early stage growth prospects;
(iv) the Independent Expert has concluded that the Sale is fair and reasonable;
(v) as at the date of the Notice and this Explanatory Memorandum, no superior proposal to acquire the Business or the Company has emerged;
(vi) if the Sale is not approved, the Share price may trade below the price per Share which the consideration payable for the Sale represents;
(vii) the Sale means that the Company will cease to have the burden of the financial obligations it would otherwise have in relation to running the Business; and
(viii) the Selective Buy-Back:
- (A) is an integral part of the Sale and will result in Shares having a greater level of cash backing; and
- (B) will reduce the issued share capital of the Company by 19.64% potentially providing for better per Share growth and cash flow opportunities for future investments.
(b) Disadvantages
(i) upon Completion of the Sale, the Company's only assets will be cash, and it may be subject to additional Listing Rule requirements (see Section 3.10);
(ii) the Company will no longer own the Business and, therefore, Shareholders will not participate in any potential future value created by the Business;
(iii) as a result of the Sale, the Company will not generate positive cash flows for the foreseeable future; and
(iv) there is a risk that the Company may not be able to locate and acquire suitable investment opportunities.

3.10 Strategy of the Company going forward

After Completion:

(a) the Company will no longer have a main business undertaking; and
(b) the Company's only asset will comprise cash, totalling approximately A$10.26 million subject to certain adjustments for working capital and the Hire Purchase Payout Amount.

The Directors intend to investigate opportunities primarily in the technology sector and, in particular, the electronic payments space (excluding ATMs). The Directors have developed strong relationships with key players in the payments industry.

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Shareholders should note that, pursuant to Chapter 12 of the Listing Rules, ASX's policy is to allow companies that have disposed of their main undertaking a period of six months within which to satisfy ASX that the company has a sufficient level of operation to justify the continued quotation of the company's securities on ASX.

ASX has confirmed that it will apply this policy to the Company. Consequently, if following a period of six months after Completion, the Company has not been able to acquire a suitable new business or project, ASX may suspend the quotation of the Shares on ASX.

In addition, if following Completion, the Company makes a significant acquisition, ASX may require the Company to "re-comply" with the requirements for listing in Chapters 1 and 2 of the Listing Rules. This may involve significant costs, the lengthy suspension of Shares from trading on ASX and a potentially dilutive capital raising.

3.11 Plans for the Company if the Sale does not proceed

If the Sale does not proceed, the Sale Agreement will be terminated and the Company will continue to conduct the Business. The Directors make no representation in relation to the future financial performance of the Business.

3.12 Directors' interests and recommendation

Other than Doug Rose, Managing Director, who is entitled to a performance bonus of A$150,000 pursuant to his contract of employment, if the Sale completes, no Director has a material interest in the outcome of the Sale, other than as a result of any interest arising solely in their capacity as a Shareholder.

The Directors, excluding Doug Rose who has abstained from making a recommendation due to the interest noted above, consider, having reviewed the Independent Expert's Report, that the terms of the Sale (including the Selective Buy-Back) are fair and reasonable insofar as the Shareholders are concerned, and RECOMMEND that Shareholders (in the absence of a Superior Proposal) vote IN FAVOUR of the Sale by voting IN FAVOUR of ALL Resolutions, as the Directors intend to do in respect of the Shares they hold at the time of the Meeting.

3.13 Inter-conditional Resolutions

Resolutions 1, 2 and 3 are inter-conditional. Consequently, if any of Resolutions 1 (Approval of Sale), 2 (Approval of Selective Buy-Back) or 3 (Change of Name) is not approved by Shareholders, the Sale will not be completed.

For information relating to the Company's intentions if the Sale does not proceed, refer to Section 3.11.

3.14 Indicative timetable

The anticipated timetable for completion of the Sale and Selective Buy-Back is as follows:

Event	Date
Latest date and time for receipt of Proxy Forms	27 October 2014, 10:00am (AWST)
Date and time for determining eligibility to vote	27 October 2014, 10:00am (AWST)
Meeting	29 October 2014, 10:00am

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Event	Date
	(AWST)
Satisfaction of Conditions	By 31 October 2014
Completion of Sale and Selective Buy-Back	31 October 2014

These dates are indicative only and are subject to change. Subject to the Corporations Act and Listing Rules, the above dates may be varied. Any changes to the above timetable will be announced to ASX. The Company reserves the right to amend or withdraw from the Sale, subject to the terms of the Sale Agreement and applicable legal requirements.

Unless otherwise stated, all references to time in this document are references to AWST.

4. Resolution 1 – Approval of the Sale

4.1 Reason for Resolution 1

Resolution 1 seeks Shareholder approval pursuant to Listing Rules 10.1 and 11.2 for the Company to complete the Sale, under which it will dispose of the Business to DC Australasia.

4.2 Listings Rules 10.1 and 11.2

Listing Rule 10.1 prevents a company from disposing of a "substantial asset" to certain persons identified in Listing Rule 10.1, including a "substantial holder" who alone, or together with its Associates, has a Relevant Interest in at least 10% of the votes attaching to the voting securities in the company.

As DC Australasia holds an interest in 19.64% of the Shares, DC Australasia is a "substantial holder" for the purposes of Listing Rule 10.1. In addition, the Sale Assets and Sale Shares account for more than 5% of the equity interests of the Company as set out in its last annual report, meaning that the Sale Assets and Sale Shares, together, constitute a "substantial asset" for the purposes of the Listing Rules.

Listing Rule 11.2 restricts the Company's ability to dispose of its main undertaking without Shareholder approval. The Business, which the Company proposes to sell to DC Australasia pursuant to the Sale Agreement, constitutes the main undertaking of the Company.

The effect of passing Resolution 1 will be to allow the Company to dispose of its main undertaking and a substantial asset to DC Australasia (a substantial holder by reason of its 19.64% interest in the Company) by completing the Sale Agreement without breaching Listing Rules 10.1 or 11.2.

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4.3 Independent Expert's Report

As required by Listing Rule 10.10.2, the Company has appointed BDO Corporate Finance (WA) Pty Ltd as an Independent Expert to report on the terms of the Sale. See Section 3.8 for further detail.

4.4 Specific information required Listing Rules 10.1, 10.10 and 11.2

For the purposes of Listing Rules 10.1, 10.10 and 11.2, the following information regarding the Sale is provided:

(a) an Independent Expert's Report has been included as Schedule 5 and sets out:
(i) the effect of the Sale on the Company; and
(ii) whether the Sale is fair and reasonable to Shareholders (other than DC Australasia and its Associates); and
(b) a voting exclusion statement in relation to Resolution 1 is included in the Notice.

4.5 Additional information

A detailed summary of the Sale Agreement is set out in Schedule 4.

4.6 Inter-conditional Resolutions

As noted in Section 3.13, Resolutions 1, 2 and 3 are inter-conditional. If Resolution 1 is not approved by Shareholders, neither of Resolutions 2 or will become effective and 3 none of the Sale, the Selective-Buy-Back, or the change of the Company's name will proceed.

4.7 Directors' interests and recommendation

Refer to Section 3.12.

The Chairperson intends to exercise all available proxies in favour of Resolution 1.

5. Resolution 2 – Approval of Selective Buy-Back

5.1 Background

As at the date of this Explanatory Memorandum, the Company has 74,750,000 Shares on issue. Part of the consideration to be received by the Company on completion of the Sale Agreement is the cancellation of the DC Ezeatm Shares (being 14,681,211 Shares) pursuant the Selective Buy-Back.

5.2 Reason for the Resolution 2

Resolution 2 seeks Shareholder approval pursuant to section 257D(1)(a) and Listing Rule 10.1 for the Selective Buy-Back.

5.3 Independent Expert's Report

As required by Listing Rule 10.10.2 and as recommended in ASIC Regulatory Guide 110, the Company has appointed BDO Corporate Finance (WA) Pty Ltd as the Independent Expert to report on the terms of the Selective Buy-Back. See Section 3.8 for further detail.

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5.4 Rationale for the Selective Buy-Back

The Directors believe the Selective Buy-Back is in the best interests of the Company and those Shareholders entitled to vote on the Resolution (i.e. Shareholders other than DC Australasia and its Associates) for the following reasons:

(a) Part of the disposal of the Sale Assets and Sale Shares : as detailed in Section 3, the Selective Buy-Back is an integral part of the Sale. The Sale is conditional upon the approval of Resolution 2. Upon Completion, DC Australasia will acquire the Sale Assets and the Sale Shares, and the Shares held by DC Australasia will be cancelled resulting in the DC Group ceasing to have any interest in the Company. The consideration for the Sale has been structured so that while no cash shall be payable by the Company to DC Australasia to effect the Selective Buy-Back, the DC Ezeatm Shares will be bought back at a deemed price of A$0.12 per DC Ezeatm Share.
(b) Anti-dilution : as a result of the Selective Buy-Back, each Shareholder (other than DC Australasia) will have their percentage interest in the entire issued share capital of the Company increased.
(c) Cash-backing: the cash-backing per Share will increase from 0.52 cents per Share to 17.08 cents per Share;
(d) Fair and Reasonable : the Independent Expert also considers that the Selective Buy-Back is fair and reasonable to the Shareholders (excluding DC Australasia). Schedule 5 contains a complete copy of the Independent Expert's Report. Shareholders are urged to read the Independent Expert's Report in full.

5.5 Summary of the terms of the Selective Buy-Back

The terms of the Selective Buy-Back are contained in the Sale Agreement. The principal terms of the Selective Buy-Back are as follows:

(a) subject to obtaining the necessary corporate approvals, in part consideration for the transfer of the Sale Assets and Sale Shares to DC Australasia, the DC Ezeatm Shares will be bought back from DC Australasia and cancelled;
(b) while no cash consideration will be payable to DC Australasia in respect of the buy-back and cancellation of the DC Ezeatm Shares, the DC Ezeatm Shares will be bought back at a deemed price of A$0.12 per DC Ezeatm Share,
(c) the Company shall convene a meeting of Shareholders to consider the approval of the Selective Buy-Back; and
(d) the Selective Buy-Back will, subject to the satisfaction of the Conditions (outlined in section 3.6(e)), take place on the Completion Date.

A detailed summary of the Sale Agreement is set out in Schedule 4.

5.6 Effect of the Selective Buy-Back on the Company

If Shareholders approve the Selective Buy-Back, no cash will be paid by the Company to DC Australasia and the DC Ezeatm Shares will be cancelled upon completion of the Sale. This will reduce the total number of Shares on issue from 74,750,000 Shares to 60,068,789 Shares.

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The Completion of the Selective Buy-Back will occur on the Completion Date, although it should be noted that as the Selective Buy-Back is part of the Sale completion mechanics, it will not occur if the other Conditions have not been satisfied or waived (see Section 3.6).

The Securities on issue, before and after the Selective Buy-Back, are as follows:

Total Securities pre Selective Buy Back	Total Securities pre Selective Buy Back	Total Securities post Selective Buy Back	Total Securities post Selective Buy Back
Shares	Options	Shares	Options
74,750,000	-	60,068,789	-

The cash backing per Share before and after the proposed Selective Buy-Back, is as follows:

	Before the Selective Buy- Back	Following the Selective Buy-Back
Total number of shares in issue	74,750,000	60,068,789
Cash balance of the Company (A$)	387,7391	10,261,6942
Cash backing per Share (cents per Share)	0.52	17.08

Notes:

Balance as per audited financial statements as at 30 June 2014.
This includes the payment of the Purchase Price to the Company.

5.7 Impact on control

The Selective Buy-Back and subsequent cancellation of the DC Ezeatm Shares will not result in a material change to the control of the Company. The Selective Buy-Back and cancellation of the DC Ezeatm Shares will not trigger any person, whether an existing Shareholder or not, to acquire a relevant interest in Shares exceeding 20%.

5.8 What if the Selective Buy-Back does not proceed?

The Selective Buy-Back requires Shareholders (except DC Australasia and its Associates) to approve it by way of special resolution. Resolution 2 seeks this approval. If Resolution 2 is not approved by Shareholders, neither the Sale nor the Selective Buy-Back will be completed.

5.9 Corporations Act requirements

A company incorporated under, and subject to the provisions of, the Corporations Act may buy back its own shares if the buy-back does not materially prejudice the company's ability to pay its creditors and the company follows the procedures in Division 2 of Part 2J.1 of the Corporations Act.

Section 257D of the Corporations Act requires that the terms of the Selective Buy-Back be approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person whose Shares are proposed to be bought back or by their Associates.

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Accordingly, Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). Neither DC Australasia (as the party whose Shares are proposed to be bought back) nor any of its Associates are permitted to vote on Resolution 2.

5.10 Listing Rule 10.1 requirements

As noted in Section 4.2, Listing Rule 10.1 requires a company to obtain the approval of shareholders for an acquisition of a "substantial asset" from a "substantial holder". As DC Australasia is a substantial holder for the purposes of Listing Rule 10.1 (see Section 3.6) and the DC Ezeatm Shares constitute more than 5% of equity interests of the Company and are, therefore, a substantial asset, the Selective Buy-Back requires the approval of Shareholders. Such approval is sought under Resolution 2.

5.11 Additional information

A detailed summary of the Sale Agreement is set out in Schedule 4.

5.12 Inter-conditional Resolutions

As noted in Section 3.13, Resolutions 1, 2 and 3 are inter-conditional. If Resolution 2 is not approved by Shareholders, neither of Resolutions 1 or 3 will become effective and none of the Sale, the Selective Buy-Back, or the change of the Company's name will proceed.

5.13 Directors' recommendation

Refer to Section 3.12.

The Chairperson intends to exercise all available proxies in favour of Resolution 2.

6. Resolution 3 – Change of Name

6.1 General

As noted in Section 3.6(e)(iii), it is a Condition of the Sale, that the Company changes its name to a name that does not include the word "Ezeatm".

In accordance with section 157 of the Corporations Act, if a company wants to change its name, it must pass a special resolution adopting a new name.

Resolution 3 seeks Shareholder approval for the change of the name of the Company to "EZA Corporation Limited".

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The change of name will take effect on the date that ASIC alters the details of the Company’s registration.

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6.2 Inter-conditional Resolutions

As noted in Section 3.13, Resolutions 1, 2 and 3 are inter-conditional. If Resolution 3 is not approved by Shareholders, neither of Resolutions 1 or 2 will become effective and none of the Sale, the Selective Buy-Back or the Company's change of name will proceed.

6.3 Directors' recommendation

Refer to Section 3.12.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

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Schedule 1 – Definitions

In this Explanatory Memorandum and Notice of General Meeting:

A$ means Australian dollars, being the lawful currency of Australia.

Adjustments has the meaning given in Schedule 4.

ASIC means Australian Securities and Investments Commission.

Associates has the meaning given by section 12 of the Corporations Act.

ASX means ASX Limited ACN 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX.

ATM means automatic teller machine.

AWST means Australian Western Standard Time, as observed in Perth Western Australia.

Board means Directors of the Company.

Business has the meaning given in Section 3.1.

Business Day means a day on which the ASX is open for trading.

Capital Reduction means a selective reduction of the Company's share capital to be effected by the cancellation of 14,681,211 Shares held by the DC Group.

Chair means the person appointed to chair the Meeting of the Company convened by this Notice.

Company and Ezeatm means Ezeatm Limited ACN 151 155 734.

Competing Proposal means any proposal or offer received by the Company, or any member of the Ezeatm Group, from a third party (other than a member of the DC Group) to evaluate or enter into any transaction that is similar to the Sale or under which (other than as required or contemplated by the Sale):

(a) other than with respect to on-market purchases of Shares with no involvement by any member of the Ezeatm Group, a person would acquire a relevant interest or voting power in 20% or more of Shares or of the securities of any member of the Ezeatm Group;
(b) a person would enter into, buy, dispose of, terminate or otherwise deal with any cash settled equity swap or other synthetic, economic or derivative transaction connected with or relating to 20% or more of Shares or of the securities of any member of the Ezeatm Group;
(c) a person would directly or indirectly acquire or obtain an interest (including an economic interest) in all or a substantial part or material part of the Business or the Assets or any member of the Ezeatm Group;
(d) a person would acquire Control of the Company or any member of the Ezeatm Group;
(e) a person may otherwise acquire, or merge with, the Company or any member of the Ezeatm Group (including by way of takeover bid, scheme of arrangement, capital reduction, sale of assets, sale of securities, strategic alliance, dual listed company structure or joint venture); or

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(f) the Company will issue, on a fully diluted basis, 20% or more of its capital as consideration for the assets or share capital of another person,

or any proposal by the Company to implement any material reorganisation of capital. The variation of a proposal or offer constitutes a proposal or offer for the purposes of this definition.

Completion means completion of the Sale Agreement in accordance with its terms.

Completion Date means the date on which Completion occurs.

Control has the meaning given by section 50AA of the Corporations Act and Controlled has a corresponding meaning.

Constitution means the Constitution of the Company.

Corporate Chart means the corporate chart in Schedule 2.

Corporations Act means the Corporations Act 2001 (Cth).

DC means DirectCash Payments, Inc.

DC Australasia means DC Payments Australasia Pty Limited ACN 097 550 519.

DC Ezeatm Shares has the meaning given in Resolution 2.

DC Group means DC and its Related Entities.

Directors mean the directors of the Company.

Excluded Assets means any contracts of insurance held in the name of, or for the benefit of, the Company.

Exclusivity Period means the period commencing on 18 September 2014 and ending on the earlier of the termination of the Sale Agreement, the Completion Date or 31 December 2014.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Ezeatm Group means the Company and its Related Entities.

Ezeatm Services means Ezeatm Services Pty Ltd ACN 096 946 548.

Hire Purchase Payout Amount means the amount, not exceeding A$1,350,000, to be advised by National Australia Bank Limited, and to be paid at Completion, in respect of the discharge of the hire purchase facilities between National Australia Bank Limited and Ezeatm.

Independent Expert means BDO Corporate Finance (WA) Pty Ltd.

Independent Expert's Report means the Independent Expert's report, as set out in Schedule 5.

Listing Rules means the Listing Rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this Notice of General Meeting.

Proxy Form means the proxy form attached to the Notice.

Purchase Price has the meaning given in Section 3.1.

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Related Entities means in relation to a party, any entity that is related to that party within the meaning of section 50 of the Corporations Act or which is an economic entity (as defined in any approved Australian accounting standard) that is Controlled by that party.

Relevant Interest has the meaning given in sections 608-609 of the Corporations Act.

Resolution means a resolution referred to in this Notice.

Sale Agreement means the share and asset sale agreement between the Company, Transact, DC Australasia and DC, dated 18 September 2014.

Sale Assets means all assets of the Business, other than those held by Ezeatm Services and excluding the Excluded Assets.

Sale means the sale of the Sale Assets and the Sale Shares by the Company to DC Australasia pursuant to the terms of the Sale Agreement.

Sale Shares means 4,000 fully paid ordinary shares in the capital of Ezeatm Services, which constitutes the entire issued capital of Ezeatm Services.

Section means a section of this Explanatory Memorandum.

Selective Buy-Back has the meaning given in Section 3.1.

Service Contract means an agreement between the Company and DC Australasia in respect of the provision of the services of Doug Rose, following Completion.

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

Shareholder means a shareholder of the Company.

Superior Proposal means a bona fide Competing Proposal that the Board, acting reasonably and in good faith, and after taking advice from its legal and financial advisors, determines:

(a) is reasonably capable of being valued and completed on a timely basis, taking into account all aspects of the Competing Proposal and the person making it, including without limitation having regard to legal, regulatory and financial matters and any conditions precedent; and
(b) would or would be reasonably likely, if completed in accordance with its terms, be more favourable to Shareholders than the Sale, after taking into account all of the terms and conditions of, and the identity, reputation and standing of the person making, the Competing Proposal.

Transact means Transact Pty Ltd ACN 108 282 408.

Vendors means the Company and Transact.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 2 – Pro forma Statement of Financial Position

Assets Current Assets Cash and cash equivalents Trade and other receivables Inventories Other financial assets Current tax asset Total Current Assets Non-Current Assets Property, plant and equipment Deferred tax assets Intangible assets Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade and other payables Borrowings Employee benefits liability Total Current Liabilities Total Liabilities Net Assets Equity Share capital Accumulated losses Total Equity	30 June 2014, as reported $ 387,739 333,303 365,724 91,266 28,639 1,206,671 4,359,297 65,425 1,607,844 6,032,566 7,239,237 1,642,422 1,154,087 60,021 2,856,530 2,856,530 4,382,707 18,047,607 (13,664,900) 4,382,707	Adjustments $ 9,873,955 (333,303) (365,724) (91,266) - 9,083,662 (4,359,297) (65,425) (1,607,844) (6,032,566) 3,051,096 (1,003,613) (1,154,087) (47,832) (2,205,532) (2,205,532) 5,256,628 (1,761,745) 7,018,373 5,256,628	Proforma $
			10,261,694 - - - 28,639
			10,290,333
			- - -
			-
			10,290,333
			638,809 - 12,189
			650,998
			650,998
			9,639,335
			16,285,862 (6,646,527)
			9,639,335

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Schedule 3 – Corporate Structure Chart

Pre-Sale Corporate Structure

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==> picture [108 x 20] intentionally omitted <==

Post-Sale Corporate Structure

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==> picture [469 x 78] intentionally omitted <==

==> picture [105 x 20] intentionally omitted <==

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Schedule 4 – Summary of Sale Agreement

The Company, and its subsidiary, Transact (together, the Vendors ) entered into the Sale Agreement with DC Australasia and DC on 18 September 2014.

1. Sale

Pursuant to the Sale Agreement, and subject to the Conditions, the Vendors will sell their business of supplying, installing and operating ATMs to DC Australasia through:

(a) the sale and transfer of the shares of Ezeatm Services; and
(b) the sale and assignment of all of the assets of the Business, which are not already owned by Ezeatm Services.

2. Conditions

The Sale is conditional upon:

(a) the Directors unanimously recommending the Sale;
(b) the Company obtaining all necessary regulatory and shareholder approvals required to complete the Sale, including:
(i) disposing of a substantial asset to a substantial shareholder in accordance with ASX Listing Rule 10.1;
(ii) disposing of its main undertaking in accordance with ASX Listing Rule 11.2;
(iii) changing the Company's name to a name that does not include the word Ezeatm; and
(iv) conducting the Selective Buy-Back in accordance with section 257B of the Corporations Act;
(c) the Company entering into the Service Contract; and
(d) the Independent Expert providing a report which concludes that the Sale (including the Selective Buy-Back) is fair and reasonable,

(collectively, the Conditions).

If the Conditions are not satisfied on or before 31 December 2014, the Company or DC Australasia may terminate the Sale Agreement.

3. Consideration

The consideration payable under the Sale Agreement comprises:

(a) cash consideration of A$10,261,694.13, subject to the Adjustments post Completion;
(b) payment of an amount, being not more than A$1,350,000 in respect of hire purchase liabilities of the Company; and
(c) cancellation of 14,681,211 shares in the Company held by the DC group.

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4. Adjustments to Purchase Price

The Purchase Price will be adjusted after Completion in respect of the following:

(a) in respect of any adjustment required to ensure that the working capital position of Ezeatm Services ( Working Capital Position ) is nil. If, at Completion, the Working Capital Position is less than nil, an adjustment shall be payable by the Vendors to DC Australasia in respect of the amount by which the Working Capital Position is less than nil. If, at Completion, the Working Capital Position is greater than nil, an adjustment shall be payable by DC Australasia to the Vendors in respect of the amount by which the Working Capital Position is greater than nil; and
(b) in respect of any amount required to ensure that the Hire Purchase Payout Amount is A$1,350,000. If, at Completion, the Hire Purchase Debt Amount is less than A$1,350,000, the Vendors shall be entitled to a credit from DC Australasia in respect of the amount by which the Hire Purchase Payout Amount is less than A$1,350,000. . If, at Completion, the Hire Purchase Debt Amount is greater than A$1,350,000, DC Australasia shall be entitled to a corresponding reduction in the Purchase Price in respect of the amount by which the Hire Purchase Payout Amount is more than A$1,350,000,

(together, the Adjustments )

5. Employees

No later than 20 Business Days prior to the Completion Date, DC Australasia is required to send an offer letter to each employee of the Business ( Employee ) in an agreed form offering to employ the Employee. Each Employee who accepts such offer will become a transferring employee ( Transferring Employee ).

From the Completion Date, DC Australasia must:

(a) be responsible for all wages, salary, commissions and bonuses payable to Transferring Employees in respect of the period after the Completion Date;
(b) be responsible for all employer superannuation contributions in respect of Transferring Employees; and
(c) treat the period of service which each Transferring Employee had with the Company as continuous services with DC Australasia for all service related benefits.

6. Pre-Completion Constraints

The Sale Agreement contains usual pre-Completion restraints that the Business is conducted in the ordinary course, unless otherwise agreed to by DC Australasia.

7. Completion

Completion is scheduled to occur on the last Business Day of the calendar month during which the satisfaction (or waiver) of the last of the Conditions occurs, unless otherwise agreed by the parties.

8. Post-Completion Restraints

The Vendors must not, and must procure that the Directors do not during a restraint period, being 24 months (or such lesser amount of time as may be permitted) within Australia, engage in certain activities in relation to a business which:

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(a) competes directly or indirectly with the Business;
(b) is involved in the processing or acquiring or issuing transactions for ATM terminals or owning, leasing or operating white label ATMs; or
(c) is otherwise associated with the provision, supply and maintenance of ATMs.

9. Termination

The Sale Agreement may be terminated if, among other things:

(a) a Condition is not satisfied prior to 31 December 2014 or the Sale has not been implemented other than by a breach by the terminating party of its obligations under the Agreement;
(b) there is a breach by a party of a material provision of the Agreement, notice of such breach has been given, and the breach continues for a period of 5 Business Days from the date of such notice;
(c) if Shareholders do not approve the Sale or the Buy-Back;
(d) a Takeover Bid is made in relation to the Company;
(e) the Company is in breach of its exclusivity obligations in relation to DC Australasia;
(f) there is a material breach of the Company's warranties or DC Payment's warranties;
(g) one of the Directors (other than Doug Rose) fails to recommend the Sale or withdraws his recommendation that Shareholders should vote in favour of the Sale; or
(h) a material adverse change occurs in relation to the Company.

10. Warranties

DC Australasia has provided certain warranties with respect to its corporate power to enter into the Sale Agreement and complete the transactions contemplated by it, and in relation to the ownership of the DC Ezeatm Shares.

The Vendors have given customary warranties for vendors in relation to such a transaction, including in relation to: the status of the Vendors, the Sale Shares, the Assets, disclosure materials, the Business, contracts, employees, accounts, taxation matters, litigation and compliance with applicable laws.

11. Indemnity

The Vendors have agreed to indemnify DC Australasia in relation to all loss suffered or incurred by DC Australasia (or, in certain circumstances, members of the DC Group) in relation to:

(a) breach of the Vendors' warranties; and
(b) certain taxation matters.

DC Australasia has agreed to indemnify the Company in relation to all loss suffered or incurred by the Company in relation to breach of DC Australasia's warranties.

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12. Warranty & Indemnity Insurance

The Company has procured for DC Australasia a warranty and indemnity insurance policy ( W&I Policy ). Pursuant to the Sale Agreement, DC Australasia has agreed that it will not be entitled to make any claim against the Vendors in relation to a Vendors' warranty or an insured indemnity, except:

(a) to the extent that a claim arises out of a fraudulent act by the Vendors;
(b) in respect of a claim that in aggregate exceeds A$140,575, but in which case the Vendors will only be liable for A$140,575;
(c) in respect of a claim which relates to a Vendors' warranty which related to tax in excess of A$14,057,000, in which case the Vendors will be liable for any amounts in excess of A$14,057,000; or
(d) to the extent to permit a claim against the W&I Insurer under the W&I Policy, but only on the basis that the Vendors will have no liability whatsoever and will suffer no loss in respect of such claim and that DC Payment's sole and only recourse and remedy will be against the W&I Insurer under the W&I Policy.

13. Guarantee

DC has agreed to guarantee the performance of DC Australasia's obligations under the Sale Agreement.

14. Exclusivity and Reimbursement Fee

No shop and no talk

During the Exclusivity Period, the Vendors must ensure that no member of the Vendor Group or any of its, or their, Representatives directly or indirectly:

(a) solicits, invites, facilitates, encourages or initiates any enquiries, negotiations, discussions or proposals;
(b) subject to a carve-out in relation to fiduciary duties, provides or makes available any information (including by way of providing information and access to perform due diligence on the Vendor Group);
(c) subject to a carve-out in relation to fiduciary duties, enter into any agreement, arrangement or understanding (whether or not in writing and whether or not legally binding); or
(d) communicates any intention to do any of these things,

regarding a Competing Proposal.

During the Exclusivity Period, but subject to a carve out in relation to fiduciary duties, the Vendors must ensure that no member of the Ezeatm Group or any of its, or their, representatives directly or indirectly:

(a) initiates, negotiates or enters into or participates in negotiations or discussions with any person; or
(b) communicates any intention to do any of these things, in relation to, or which may reasonably be expected to lead to:
(i) a Competing Proposal, even if that person's Competing Proposal was not directly or indirectly solicited, encouraged or initiated by the Vendors

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or any of its representatives or the person has publicly announced the Competing Proposal; or

(ii)

the Sale not completing.

Matching Right

Within 5 Business Days of being provided with notice of a Competing Proposal by the Company, and which the Directors regard as a Superior Proposal, DC Australasia shall have the right, but not the obligations to:

(a) offer to amend the terms of the Sale;
(b) make a takeover bid for the Company; or
(c) propose any other form of transaction,

which the Company and the Directors must review in good faith.

Reimbursement Fee

The Company is required to pay DC Australasia a reimbursement fee, being the greater of:

(a) 1% of the consideration payable under the Sale Agreement; and
(b) DC Australasia's actual costs up to a cap of A$400,000,

if, among other things:

(c) there is a material breach of the Sale Agreement by the Company;
(d) any Director publicly recommends, promotes or endorses a competing proposal or withdraws their recommendation in relation to the Sale; and
(e) a material adverse change in relation to the Company occurs and is continuing.

DC Australasia is required to pay the Company a reimbursement fee, being the greater of:

(a) 1% of the consideration payable under the Sale Agreement; and
(b) The Company's actual costs up to a cap of A$400,000,

if, among other things there is a material breach of the Sale Agreement by DC Australasia.

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