Ann: ALLOT: SPY: ISSUE OF SECURITIES

• Release Date: 29/06/12 15:31
• Summary: ALLOT: SPY: ISSUE OF SECURITIES
• Price Sensitive: No
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SPY
29/06/2012 13:31
ALLOT

REL: 1331 HRS Smartpay Holdings Limited

ALLOT: SPY: ISSUE OF SECURITIES

SMARTPAY LIMITED (NZX:SPY)

Type: Allot
Notice of Issue of Securities

To: New Zealand Exchange Limited

Pursuant to Listing Rule 7.12.1, SmartPay Limited ("SmartPay") gives notice
that it has issued the following securities:

1. Class of Security and ISIN: Ordinary Shares (NZDMBE0001S2).

2. Number of Securities Issued:  3,318,260 Ordinary Shares.

3. Issue Price of Securities:  $0.115 per Security for a total issue price of
AUD$300,000.00.

4. Payment:  The Securities were issued for cash.

5. The Securities have been issued as fully paid.

6. Percentage of Ordinary Shares:  The Securities referred to in this Notice
constitute 2.191% of the total issued Ordinary Share capital of SmartPay.

7. Reason for the Issue:  The Securities were issued pursuant to a
Subscription Agreement with Drumalbyn Holdings Pty Limited dated 28 June
2012.

8. Authority for the Issue:  The Securities were issued pursuant to the
authority granted by virtue of a directors' resolution dated 28th June 2012.

9. Total number of SmartPay Ordinary Shares in existence after the issue:
151,435,898 ordinary Shares.

10. Date of Issue:   29th June 2012.

Dated this 29th June 2012

SMARTPAY HOLDINGS LIMITED (NZX:SPY)

Type: Allot
Notice of Issue of Securities

To: New Zealand Exchange Limited

Pursuant to Listing Rule 7.12.1, SmartPay Holdings Limited ("SmartPay") gives
notice that it has issued the following securities:

1. Class of Security and ISIN: Options to acquire ordinary shares
(NZDMBE0001S2).

2. Number of Securities Issued : 2,000,000  December 2014 Incentive Options
to purchase ordinary shares in the company, 2,000,000 March 2017 Incentive
Options to purchase ordinary shares in the company and 2,000,000 March 2018
Incentive Options to purchase ordinary shares in the Company.

3. Issue Price of Securities:  No cash payment was made to SmartPay in
connection with the issue of any of the December 2014, March 2017 or March
2018 Incentive Options.  The Options referred to in this notice were issued
pursuant to a subscription agreement with Drumalbyn Holdings Pty Limited.
Each December 2014 Incentive Option entitles the holder to subscribe for one
Ordinary Share in SmartPay on or before 31 December 2014, each March 2017
Incentive  Option entitles the holder to subscribe for one Ordinary Share in
SmartPay on or before 31 March 2017 and each March 2018 Incentive Option
entitles the holder to subscribe for one Ordinary Share in SmartPay on or
before 31 March 2018.

4. Payment:  The Options referred to in this notice were issued for nil cash
consideration and pursuant to a subscription agreement with Drumalbyn
Holdings Pty Limited. Each December 2014 Incentive Option entitles the holder
to subscribe for one fully paid Ordinary Share in SmartPay on or before 31
December 2014 at NZD$0.15 for every option they exercise, each March 2017
Incentive  Option entitles the holder to subscribe for one fully paid
Ordinary Share in SmartPay on or before 31 March 2017 at NZD$0.20 for every
option they exercise and each March 2018 Incentive Option entitles the holder
to subscribe for one fully paid Ordinary Share in SmartPay on or before 31
March 2018 at $0.30 for every option they exercise.

5. Percentage of Options:  The December 2014 Incentive Options the subject of
this notice  have an expiry date of 31 December 2014 and constitute  16.67%
of the total issued options to acquire Ordinary Shares in the share capital
of SmartPay with an expiry date of 31 December 2014.

The March 2017 Incentive Options the subject of this notice  have an expiry
date of 31 March 2017 and constitute  16.67% of the total issued options to
acquire Ordinary Shares in the share capital of SmartPay with an expiry date
of 31 March 2017.

The March 2018 Incentive Options the subject of this notice  have an expiry
date of 31 March 2018 and constitute  16.67% of the total issued options to
acquire Ordinary Shares in the share capital of SmartPay with an expiry date
of 31 March 2018.

SmartPay also has 20,000,000 March 2016 Options on issue with each such
option entitling the holder to subscribe for one tenth of one fully paid
Ordinary Share in SmartPay at  NZD$0.40 per share on or before 5.00 pm on 31
March 2016.

SmartPay also has 35,000,000 March 2014 Directors Incentive Options on issue
with each such option entitling the holder to subscribe for one tenth of one
fully paid ordinary share in SmartPay at NZ$0.40 per share on or before
5.00pm on 31 March 2014.

SmartPay also has 35,000,000 March 2016 Directors Incentive Options on issue
with each such option entitling the holder to subscribe for one tenth of one
fully paid ordinary share in SmartPay at NZ$0.50 per share on or before
5.00pm on 31 March 2016.

6. Reason for the Issue:  As referred to above, the December 2014, March 2017
and March 2018 Incentive Options were issued pursuant to a subscription
agreement with Drumalbyn Holdings Pty Ltd.

7. Authority for the Issue:  The December 2014, March 2017 and March 2018
Incentive Options were issued pursuant to the authority granted by virtue of
a directors resolution dated 28th June 2012.

8. Total number of December 2014 Incentive Options in existence after the
issue: 12,000,000

9. Total number of SmartPay March 2017 Incentive Options in existence after
the issue:   12,000,000

10. Total number of SmartPay March 2018 Incentive Options in existence after
the issue:   12,000,000

11. Date of Issue:   29th June 2012.

Dated this 29th June 2012
End CA:00224453 For:SPY    Type:ALLOT      Time:2012-06-29 13:31:57