MEMPHASYS LIMITED. — Director's Dealing 2021

Sep 9, 2021

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

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Name of entity Memphasys Limited
ABN 33 120 047 556
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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	Alison Coutts
Date of last notice	17 February 2021

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 and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	(i) Alison Coutts Consulting Pty Ltd Coutts Super Fund> - The Director is a director of Alison Coutts Consulting Pty Ltd and beneficiary of this Super Fund. (ii) Amelia Coutts – Daughter of Director
Date of change	1 September 2021
No. of securities held prior to change	Direct (a) 75,847,375 ordinary shares (b) 12,000,000 incentive options (ex price $0.1142, ex date 22 October 2021) Indirect (a) 3,757,763 ordinary shares (b) 20,001 ordinary shares
Class	Options

Appendix 3Y Change of Director’s Interest Notice

Number acquired	5,900,000 incentive options issued as follows: (a) Tranche 1 - 2,537,000, ex price $0.088, ex date 31 August 2023 (b) Tranche 2 - 1,770,000, ex price $0.088, ex date 31 August 2023 (c) Tranche 3 – 1,593,000, ex price $0.094, ex date 31 August 2024
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Direct (a) 75,847,375 ordinary shares (b) 12,000,000 incentive options (ex price $0.1142, ex date 22 October 2021) (c) 5,900,000 incentive options issued as follows: i. Tranche 1 - 2,537,000, ex price $0.088, ex date 31 August 2023 ii. Tranche 2 - 1,770,000, ex price $0.088, ex date 31 August 2023 iii. Tranche 3 – 1,593,000, ex price $0.094, ex date 31 August 2024 Indirect (a) 3,757,763 ordinary shares (b) 20,001 ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Incentive options vest on meet hurdle targets as approved by shareholders on 24 August 2021

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	NO
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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

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Name of entity Memphasys Limited
ABN 33 120 047 556
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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	Andrew Goodall
Date of last notice	29 March 2019

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 and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Indirect: Mrs Marjorie Anne Goodall is the Director’s mother
Date of change	1 September 2021
No. of securities held prior to change	Direct (a) 170,806,265 ordinary shares Indirect (a) 692,240 ordinary shares
Class	Convertible Notes and Options
Number acquired	(a) 1,350,000 Convertible Notes - Maturity date 31 December 2022 (b) 1,350,000Options - Exercise $0.06 Expiry 31 December 2023
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(a) Convertible Notes - $1 per note (b) Options – free attaching

No. of securities held after change	Direct (a) 170,806,265 ordinary shares (b) 1,350,000 Convertible Notes - Maturity date 31 December 2022 (c) 1,350,000Options - Exercise $0.06 Expiry 31 December 2023 Indirect (a) 692,240 ordinary shares
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 Notes and Options approved by shareholders on 24 August 2021

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.

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Detail of contract N/A
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
Value/Consideration
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change
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Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	NO
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A