MEMPHASYS LIMITED. — Major Shareholding Notification 2010

May 2, 2010

604		page: 172 - 15 July 2001

					Form 604 Corporations Act 2001 Section \$718
					Notice of change of interests of substantial holder
In Company Name/Schema					Nusep 1 70
ACN/ARSN
	1. Details of substantial holder(1)
Nama ACM/ARSN (if applicable)			ANDREW		ERNEST GOODALL
substant $t$ holder on	The previous notice was dated 2. Previous and present voting power	The previous notice was given to the company on		30 4, 2010 $\frac{2}{2}$	in when lest rang rad, and when now required, to give a substantial holding notice to the company or scheme, are as follows		The total number of votes attached to ail the voting shares in the company or voting interests in the subsmathat the substantial holder or an essociata (2) had a relevant interest (3)
	Class of securities (4)		Previous notice			Present notice
	wur		Person's votes 3669832	Voting power (5)		Person s votes	yst na power (5)
		ORDINARY SHARES			14 - 96 - 96	5.600.126	16 - 3 ° 16
	3. Changes in relovant interests Date of	Person whose		substant all holder was lest required to give a substantial holding notice to the company or schema are as follows: Netura of	Consideration	Class and	Particulars of each change in, or change in the nature of, a relevant interest of the substancial holder or an associate in voting securities of the company or scheme, since the
	change 30/4/10	relevant interest changed AE Gooann		Change (6)	given in relation. to change (?) 1:2 Ertitlement \$390,397-71	number of SEC Fitles affected	Person's votes eFfected 34 X

4. Present relevant interests

t

$\bar{z}$

Particulers of sech relevent interest of the substantial holder in voting securities efter the drampe are as follows

relevent interest	holder of SECUTILIES	to be registered 86 holder (8)	relevent interest (6)	Class and number of securities.	Person's votes
A E Goodall		AE Goodal AE Goodal	ORDINARY	oppwary
			DIRECT	5600u	16.37

$\chi^0$

$\bar{z}$

$\sim$

page 2/2 15 July 2001

604

31 I

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:

____	----
-------	---------------------------------------
_________	----------
-------	.
The property and the second particular states.	------
Name and ACN/ARSN (if app icable)	The content of the content of the content
BELLEVILLE ALL LAND	where the contract of the contract of the
The Company's Company's Company's	Nature of association.
--------------------------------------	The property companions and construction of the con-
----------	The Committee of the American
----	__
.	______
.	--------------------------------------
___	--------
---- --------------------------------------- -- ---	---- - ----- -------- -------- --- ______

5. Addresses

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

STARTON MARINA MARINA MALLA Name	The property of the property and contact the con- $\begin{tabular}{llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll$ Addrass	THE AMERICAN The Property Company Address Company TELEVISION AND ALL PROPERTY AND INCOME.
THE RESIDENCE OF LAND	---------- -------- . ---- --------------------------------------	-------- ___ 7. s n. . vi $-1.00$
. ------------ -------	---- -------------------------------------- ___	The Committee of the Committee 121211-01 ___ --- ------

Signature

	PRINCIPARE ANDREW	Goodmu	Capacity
sign here		/ll biordal	dans 30' 4' 2010

DIRECTIONS

• $(1)$ 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 trusted 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 essamistiv similar, they may be referred to throughout the form as a spec fically mamed group if the mambership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• 包 See the definition of "associate" in section 9 of the Corporations Act 2001
• See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. $\left( 5\right)$
• $(A)$ 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 of scheme multiplied by 100.
• (6) McJude details of:
• any relevant agreement or other dictumstances because of which the change in relevant interest occurred. If subsection 6713(4) applies, a copy of any 佃 document setting out the terms of any relevant egreement, and a statement by the person giving full and accurate details of any contract, scheme of errangement, must ecompany this "crm, together with a written statement certifying this contract, acheme or arrangement; and
• any que ification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or idisposel of the securities to (b) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevent agreement' in sect on 9 of the Corporations Act 2001.

Datails 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, becoming
entitled to receive in relation to that acquisition. Datails $\left( \mathcal{V}\right)$ included of any benefit paid on behalf of the substantial holder or its associate in restion to the scruisitions, even if they are not paid directly to the person from whom the relavant interest was acquired.

If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest anses because of an option) write "unknown". (8)

佃 Give details, if appropriate, of the present association and any change in that association since the last substant all notding notice.

$\mathcal{C}$