MEMPHASYS LIMITED. — Major Shareholding Notification 2016

Oct 6, 2016

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

	To Company Name/Scheme	Memphasys 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		05/10/2016
	The previous notice was given to the company on 07/04/2016

The previous notice was dated $07/04/2016$

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:

Previous notice		Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
206, 824, 308	36.33%	217, 167, 289	38.15%

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
See $n_{\rm A}$ $n$	ANNEXURE

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 (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
See ANNEXURE "A"

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 fo

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

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

Name	Address
	See ANNEXURE "A"
	STATISTICS

Signature

		print name	Andrew Ernest Goodall	capacity
		sign here	al. Goodall	date	6/10/2016
				DIRECTIONS
(1)			with the names and addresses of members is clearly set out in paragraph 6 of the form.		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,
(2)			See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)			See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)			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 or scheme multiplied by 100.
(6)		Include details of:
	(a)		contract, scheme or arrangement; and		any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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
	(b)	applies).			any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification
			See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(7)			to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.		Details 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, become entitled 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
(8)		"unknown".			If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write
(9)			Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

÷

MEMPHASYS LIMITED ACN: 120 047 556 ANNEXURE "A"

$\overline{2}$ . Previous and Present Voting Power

Class of Securities	Previous Notice		Present Notice
	Person's Votes	Voting Power	Person's Votes	Voting Power
Ordinary	206.824.308	36.33%	217.167.289	38.15%

$\overline{3}$ . Changes in Relevant Interest

Date of Change	Person whose relevant interest changed	Nature of Change	Consideration in relation to change	Class and Number of Securities affected	Person's Votes affected
30/9/2016 $-5/10/16$	Andrew Ernest Goodall	On-market purchases	\$55,375.80	9.892.981	9,892,981
30/9/2016	Andrew Ernest Goodall	Off Market transfer	\$2,250.00	450,000	450,000
30/9/2016	Andrew Ernest Goodall	Off Market transfers with related parties	\$20,603.07	4,132,613	$\Omega$

4. Present Relevant Interests

Holder, Registered Holder and Person entitled to be registered as the holder	Nature of Interest	Class	Number of Securities & Votes
Andrew Ernest Goodall	Direct	Ordinary	163,974,491
Ti Rakau Developments Ltd	In Direct	Ordinary	30,322,061
Aemagood Pty Ltd <goodall Family S/F A/C></goodall	In Direct	Ordinary	19,409,542
Aemagood Pty Ltd <goodall Family No 2 S/F A/C></goodall	In Direct	Ordinary	3.461.195

6. Addresses

Name	Address
Mr Andrew Ernest Goodall	PO Box 259 049 Botany, Auckland, New Zealand, 2163
Mrs Mariorie Anne Goodall	PO Box 333 Banora Pt, NSW, 2486
Aerhagood Pty Ltd	PO Box 259 049 Botany, Auckland, New Zealand, 2163
Aerhagood Pty Ltd	PO Box 333, Banora Pt, NSW, 2486
Ti Rakau Developments Ltd	PO Box 259 049 Botany, Auckland, New Zealand, 2163

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

Andrew Ernest Goodall $6/10/2016$

Al Goodal