MEMPHASYS LIMITED. — Director's Dealing 2016

Oct 10, 2016

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final 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 30/9/2001.

Name of entity MEMPHASYS LIMITED ABN 33 120 047 556

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Robert Farrer Gilmour
Date of last notice	19 April 2016
Date that director ceased to be director	29 September 2016

Part 1 – Director’s relevant interests in securities of which the director is the registered holder 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.

Number & class of securities

9,500,000 Fully Paid Ordinary Shares

7,000,000 Unlisted Options, exp 30 November 2016

• See chapter 19 for defined terms.

Appendix 3Z Page 1

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

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

Name of holder & nature of interestNote: Provide details of the circumstances giving riseto the relevant interestSyrah Trust	Number & class of securities9,500,000 fully paid ordinary shares.

Part 3 – Director’s interests in contracts on 29 September 2016

Detail of contract	4,000,000 options as part consideration forprovision of consulting services to theCompany pursuant to the terms of aConsultancyAgreementbetweentheCompanyandDrGilmourdated7December 2015. Dr Gilmour resigned fromthe Board on 29 September 2016. Pursuantto the terms of the Consulting Agreement,Dr Gilmour was entitled to be issued20,000,000 Options, however, by agreementbetween Dr Gilmour and the Companymade on 28 September 2016, Dr Gilmour hasagreed to accept the lesser amount of4,000,000Options,infullandfinalsatisfaction of his entitlements under theConsultingAgreement.
Nature of interest	Ifapprovedbytheshareholders,theconsultant options.
Name of registered holder(if issued securities)	If approved by the shareholders the 4,000,000options may be issued to Dr Robert Gilmouror his nominee.
No. and class of securities to whichinterest relates	Ifapprovedbyshareholders,4,000,000options, the consultant options, will convertto fully paid ordinary shares and will beexercisable at a price of 2 cents and will expireon the third anniversaryof their issue date.

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002