MEMPHASYS LIMITED. — Major Shareholding Notification 2015

Oct 8, 2015

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To_Company Name/Scheme	NuSep Holdings Limited
ACN/ARSN	120 047 556
1. Details of substantial holder (1)
Name	Andrew Ernest Goodall
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on		02/10/2015
The previous notice was given to the company on		08/09/2015
The previous notice was dated		08/09/2015

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			Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	94,638,261	38.24%	88,538,261	35.77%
LA ALAMAN COMPANY

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 of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
02/10/15	Andrew Ernest Goodal	Off market transfer	\$90,000	46, 611, 875	43,011,875
02/10/15	AEMAGOOD PTY LTD <goodall Family Super Fund A/C</goodall	Off market transfer	\$62,500	11,610,517	9,110,517

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder $\langle 8 \rangle$	Nature of relevant interest (6)	Class and number of securities	Person's votes
See Anexure
"A"

	1.	$-144.09$
	$\begin{array}{cccccccccccccc} \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} & \textbf{1} &$	the control of the control of the control of	ALBERTATION

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:

Name and ACN/ARSN (If applicable)	Nature of association A 49-14039-1-120-2 and the collection of the property state of
	Supervisor

6. Addresses

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

CONTRACTOR Name -----	$-11.8 - 10.7$ CALLMAN Address 1.11 MANAGER
--------------------------------------	See Anexure "A" A 100 MWH 100 444,489 and a statement
A Links Committee of	سموسرين 10010-0100

Signature

Andrew Goodall
goodal

sign here

print name

09/10/2015

capacity

date

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 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.

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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 contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitied 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 of 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".

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

NUSEP HOLDINGS LIMITED ACN: 120 047 556 ANNEXURE "A"

4- Present relevant interest

		Number of
		Securities & Votes
		43,011,875
		917,693
	Ordinary	857,460
Indirect	Ordinary	857,460
Indirect	Ordinary	30,322,061
Indirect	Ordinary	9,110,517
Indirect	Ordinary	3,461,195
	Nature of Interest Direct Indirect Indirect	Class Ordinary Ordinary

6- Addresses

Name	Address
	554 Kyogle Road MURWILLUMBAH NSW 2484
Andrew Ernest Goodall
Mrs Marjorie Anne Goodall	1 10 The Parapet BANORA POINT NSW
' Ti Rakau Developments Ltd	PO Box 333 BANORA POINT NSW 2486
	554 Kyogle Road MURWILLUMBAH NSW 2484
Aemagood Pty Ltd	10 The Parapet BANORA POINT NSW
Aemagood Pty Ltd

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This is Annexure "A" of 1 page referred to in Form 604

Andrew Ernest Goodall

09/10/2015