GR ENGINEERING SERVICES LIMITED — Director's Dealing 2013

Nov 26, 2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity GR Engineering Services Limited ABN 12 121 542 738

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Geoffrey Michael Jones
Date of last notice	26 August 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	27 November 2013

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	450,000 ordinary shares held indirectly as follows:  200,000 ordinary shares held by the Lee-Jones Superannuation Fund of which Mr Jones is a joint trustee and beneficiary; and  250,000 ordinary shares held by Christine Lee, Mr Jones’ de facto. 2,000,000 options to acquire ordinary shares in the Company granted on 19 April 2011 on the following terms: 1) 500,000 options exercisable at $1.50 each on or before 19 April 2014; 2) 750,000 options exercisable at $1.80 each on or before 19 April 2015 and vesting on 19 April 2014; and 3) 750,000 options exercisable at $2.10 each on or before 19April 2016 and vestingon 19April 2015.
Class	Share Appreciation Rights & Options
Number acquired	(a) 1,600,000 Share Appreciation Rights vesting on 30 June 2014 subject to vesting conditions being met; (b) 727,273 Share Appreciation Rights vesting on 30 June 2015 subject to vesting conditions being met; (c) 432,433 Share Appreciation Rights vesting on 30 June 2016 subject to vesting conditions being met; (d) 296,297 Share Appreciation Rights vesting on 30 June 2017 subject to vesting conditions being met; and (e) 213,334 Share Appreciation Rights vesting on 30 June 2018 subject to vesting conditions being met.
Number disposed	(a) 500,000 Options each with an exercise price of $1.50 and expiry date of 19 April 2014; (b) 750,000 Options each with an exercise price of $1.80 and expiry date of 19 April 2015; and (c) 750,000 Options each with an exercise price of $2.10 and expiry date of 19 April 2016.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after 450,000 ordinary shares held indirectly as follows: change

No. of securities held after change	450,000 ordinary shares held indirectly as follows:
	 200,000 ordinary shares held by the Lee-Jones Superannuation Fund of which Mr Jones is a joint trustee and beneficiary; and  250,000 ordinary shares held by Christine Lee, Mr Jones’ de facto. 3,269,337 Share Appreciation Rights held directly as follows:  1,600,000 Share Appreciation Rights vesting on 30 June 2014 subject to vesting conditions being met;  727,273 Share Appreciation Rights vesting on 30 June 2015 subject to vesting conditions being met;  432,433 Share Appreciation Rights vesting on 30 June 2016 subject to vesting conditions being met;  296,297 Share Appreciation Rights vesting on 30 June 2017 subject to vesting conditions being met; and  213,334 Share Appreciation Rights vesting on 30 June 2018 subject to vesting conditions being met.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The acquisition of Share Appreciation Rights and the disposal of Options occurred pursuant to the shareholder approvals obtained at the entity’s Annual General Meeting on 12 November 2013. The Share Appreciation Rights have been issued in accordance with the terms and conditions of the GR EngineeringServices Limited EquityIncentive Plan.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed

Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

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