GR ENGINEERING SERVICES LIMITED — Major Shareholding Notification 2011

Dec 18, 2011

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

GR Engineering Services Limited

ACN/ARSN

121 542 738

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

Barbara Ann Woodhouse

There was a change in the interests of the substantial holder on 15/12 /2011 The previous notice was given to the company on 19/04/2011 The previous notice was dated 19/04/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power(5)
Fully paid ordinaryshares	8,600,000	5.7%	8,150,000	5.4%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevantinterestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
15/12/2011	BarbaraAnnWoodhouse<Woodhouse FamilyAccount>>	Sale	$810,000 ($1.80 per fullypaid ordinary share)	450,000 ordinaryshares	450,000
15/12/2011	BarbaraAnnWoodhouse	Sale	$810,000 ($1.80 per fullypaid ordinary share)	450,000 ordinaryshares	450,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person’s votes
Barbara AnnWoodhouse<WoodhouseFamily	BarbaraAnnWoodhouse<Woodhouse Family	Barbara AnnWoodhouse<WoodhouseFamily	Direct	8,150,000 ordinaryshares	8,150,000
Barbara AnnWoodhouse	BarbaraAnnWoodhouse<Woodhouse Family>	Barbara AnnWoodhouse<WoodhouseFamily	Trustee of and Beneficiaryunder the WoodhouseFamily Trust	8,150,000 ordinaryshares	8,150,000

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

NameandACN/ARSN(ifapplicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Woodhouse FamilyTrust	4 Snow St GLEN OSMOND SA 5064
Barbara Ann Woodhouse	4 Snow St GLEN OSMOND SA 5064

Signature

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DIRECTIONS
ber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
stee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons
milar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
sses of members is clearly set out in paragraph 6 of the form.
of "associate" in section 9 of the Corporations Act 2001.
of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
s of a company constitute one class unless divided into separate classes.
es divided by the total votes in the body corporate or scheme multiplied by 100.
:
ant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4)
copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and
details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this
htdfication of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal
curities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
of "relevant agreement" in section 9 of the Corporations Act 2001.

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal t t h t d of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.