Appendix 3B - Executive Options

Name of entity

eServGlobal Limited

ABN

59 052 947 743

1

+Class of +securities issued or to be issued

Executive Options

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

6,000,000

3

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Unlisted options to acquire one ordinary fully paid share in the capital of eServGlobal Limited for each Executive Option on the following terms:

Exercise Price: $0.21

Vesting Date: the earlier of 13 March 2019 or the date of

· a sale of substantially all of the business, or substantially all of the assets, of the Company; or

· A change of control of the Company.

Exercise Period: from the Vesting Date to the earlier of:

1. The Expiry Date;

2. The date the allotee ceases as an employee or Director of the Company or a wholly owned subsidiary of the Company due to:

· his resignation or,

· in the case of his employment, termination for breach; or

3. 90 days following termination of the allotee's employment or engagement as a Director, or such longer period (not exceeding 13 March 2022) as determined by the Board, for any other reason than those stated in (2) above.

Expiry Date: 13 March 2022.

The Exercise Price or the number of ordinary fully paid shares in respect to which the option may be exercised may be reorganised in accordance with ASX Listing Rule 7.22.

Terms are otherwise as described in the Explanatory Memorandum to the Company's Notice of Annual General Meeting dated 10 February 2017.

4

Do the +securities rank equally in all respects from the +issue date 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

No

5

Issue price or consideration

Nil

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued as part of the remuneration of John Conoley, Executive Chairman and Andrew Hayward, Chief Financial Officer and Executive Director as approved by shareholders at the Annual General Meeting of the Company on 13 March 2017.

6a

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

No

6b

The date the security holder resolution under rule 7.1A was passed

-

6c

Number of +securities issued without security holder approval under rule 7.1

-

6d

Number of +securities issued with security holder approval under rule 7.1A

-

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

-

6f

Number of +securities issued under an exception in rule 7.2

-

6g

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

-

6h

If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

-

6i

Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

34,198,981

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

12 April 2017

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

640,183,996

Ordinary Fully Paid Shares

Number

+Class

9

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

3,590,000

11,000,000

4,375,000

Options issued under the ESOP exercisable for $0.36.

Executive Options exercisable for $0.21.

Employee Options.

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

11

Is security holder approval required?

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 offer 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

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

27

If the entity has issued options, and 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 applicable)

29

Date rights trading will end (if applicable)

30

How do security holders sell their entitlements in full through a broker?

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

32

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

33

+Issue date

34

Type of +securities

(tick one)

(a)

X

+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

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

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 +issue date 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)

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

265,774,052

Add the following:

• Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid +ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

31,866,107 Ordinary Fully Paid Shares issued on 16 June 2016- approved by shareholders under ASX Listing Rule 7.4 on 22 July 2016.

268,133,893 Ordinary Fully Paid Shares issued on 25 July 2016- approved by shareholders on 22 July 2016.

20,645,928 Ordinary Fully Paid Shares issued on 8 August 2016- Listing Rule 7.2 Exception 1 and Exception 3 apply.

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

0

"A"

586,419,980

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

87,962,997

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded - not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

53,764,016

"C"

53,764,016

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15

Note: number must be same as shown in Step 2

87,962,997

Subtract "C"

Note: number must be same as shown in Step 3

53,764,016

Total ["A" x 0.15] - "C"

34,198,981