MEMPHASYS LIMITED. — Capital/Financing Update 2014

May 8, 2014

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ASX Release

Investment Transaction For PrIME Biologics Private Limited

Sydney, Australia Friday 9 May 2014

NuSep Holdings Ltd (ASX:NSP) (“NuSep Holdings”) is pleased to announce that PrIME Biologics Private Limited (“PrIME Biologics”), a Singapore-based subsidiary of NuSep Holdings has today signed an Investment Agreement with Xeraya Capital Labuan Ltd (“Xeraya Capital”) via its affiliate, Pulau Manukan Ventures Labuan Ltd and JP Asia Prime Capital Pte Ltd. Xeraya Capital is part of a Malaysian sovereign fund while JP Asia Prime Capital is a Singapore - based private equity fund. Both entities have agreed to make an aggregate investment of SGD$16 million via the acquisition of Series A Preference Shares in PrIME Biologics.

The key terms of the Series A Preference Shares are that holders receive a fixed cumulative preferential dividend at the rate of 10% per annum of its issue price and a preference to any distribution in a liquidation event. NuSep Holding’s shareholding in PrIME Biologics Private Limited will be converted to Series B Preference Shares. Key terms of the Series B Preference Shares are that holders shall not have the right to vote at any general meeting of the Company except in certain circumstances.

The investment of SGD$16 million, based on a pre-money valuation of SGD$27 million, is to take place via a series of four tranches with the first tranche of SGD$6.4 million to be received upon the completion of the First Milestone. The total amount of funds received through the investment transaction will enable PrIME Biologics to pursue human blood plasma fractionation in its Singapore GMP facility and develop its business throughout Asia and the Indian sub-continent.

In addition, the investment transaction provides JP Asia Prime Capital with an option, on the previously agreed terms and conditions, to invest a further amount of between SGD$1 and SGD$4 million but only within a timeframe of no more than three months from the date of signing the investment transaction documents.

The investment by Xeraya Capital has been the subject of previous ASX announcements with the last update on the transaction being made on 19 December 2013. The previous announcement advised that the Board of Xeraya Capital had given approval to the transaction subject to a number of conditions precedents including the completion of an appropriate due diligence process and the demerger of PrIME Biologics from NuSep Holdings.

Since the last announcement to the ASX all parties have been working through the due diligence process and considering the best transactional approach to the investment. Based on relevant professional advice received, Xeraya Capital and JP Asia Prime Capital will be investing directly into PrIME Biologics.

Following the investment of SGD$16 million into PrIME Biologics, Xeraya Capital and JP Asia Prime Capital will collectively hold a 37.21 percent interest in the Company with NuSep Holdings retaining 60.22 percent and the balance of 2.57 percent being held by independent third party contributors to the transaction.

It should be noted that Ms. Alison Coutts, currently Executive Chairman of NuSep Holdings, has been appointed a non-executive director of PrIME Biologics replacing Mr. Andrew Goodall, who remains a nonexecutive director of NuSep Holdings. In addition, Mr. Thee Woon Goh has also stepped down as a nonexecutive director of PrIME Biologics. The directors of both NuSep Holdings and PrIME Biologics wish to thank both Mr. Goodall and Mr. Goh for their contribution to the development of PrIME Biologics.

Contact Details Email info@nusep.com Telephone +61 2 8415 7300 Web www.nusep.com Facsimile +61 2 8415 7399 ABN 33 120 047 556

NuSep Holdings Ltd 30 Richmond Rd Homebush NSW 2140

Postal Address P.O. Box 2202 Homebush West NSW 2140

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The investment by Xeraya Capital is conditional, among other things, on the appointment of two directors to the Board of PrIME Biologics, and they will join the current remaining executive directors, Dr. Hari Nair and Mr. John Manusu, and Ms. Alison Coutts, the representative of NuSep Holdings.

Following this investment NuSep Holdings will be free to pursue all applications of the core technology apart from applications to do with human blood plasma, which will be carried out by PrIME Biologics from its Singapore base. NuSep Holdings will also continue to supply the membranes and cartridges to PrIME Biologics under a new supply agreement on a commercial basis.

In addition to the above, monies flowing into PrIME Biologics, subject to appropriate budgets and Board approvals, will be used to repay loans made over time by NuSep Holdings to PrIME Biologics. Once received, NuSep Holdings will use some of these funds to repay monies owing by it as well as to assist in the development of other applications from the core technology such as SpermSep and also to expand and develop further capabilities around membrane technologies for biological separations.

NuSep Holdings is also currently investigating its rights in respect of taking enforcement action against Mr Thee Woon Goh. NuSep Holdings has an agreed debt arrangement in place with Mr Goh in relation to an outstanding sum of approximately $1.3 million. As part of the arrangement, NuSep Holdings holds security over certain shares in the Company held by Mr Goh. This debt amount was payable in March 2014. The debt was not repaid and, consequently, Mr Goh is in default.

For further information please contact:

Alison Coutts Executive Chairman +61 2 8415 7300 alison.coutts@nusep.com