GR ENGINEERING SERVICES LIMITED — Director's Dealing 2014

Jul 28, 2014

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	27 November 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 29 July 2014

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

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. 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 vestingconditions beingmet.
Class	Ordinary Shares / Share Appreciation Rights
Number acquired	407,949 Ordinary Shares
Number disposed	1,600,000 Share Appreciation Rights
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil. Shares issued upon the vesting of Share Appreciation Rights

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

857,949 ordinary shares held directly and indirectly as follows:  407,949 ordinary shares held director by Mr Jones.  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. 1,669,337 Share Appreciation Rights held directly as follows:  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 vestingon 30 June

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Issue of Shares upon vesting of Share Appreciation Rights

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 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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

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.

Appendix 3Y Page 4

01/01/2011