MEMPHASYS LIMITED. — Major Shareholding Notification 2016

Apr 7, 2016

	Form 604

Corporations Act 2001 Section 671 B

Notice of change of interests of substantial holder

To CompanyName/Scheme Nusep Holdings Limited
ACNIARSN	L2O 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		04/O4/2Oa6
The previous notice was given to the company on		02 /1A /2075
The previous notice was dated		OA / 09 / 20L5

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)
Orriinary	88 ,538,26L	35.772	206,824 ,3Og	35.338

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 inieresl chanoed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See ANNEXURE "A"

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 ANNEXT'RE "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 follows:

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"

Signature

print name	Andrew Ernest Goodall	capacity
sign here			't / 4/20t6

DIRECTIONS

• (1) lf 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. lf 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.
• (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 6718(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) lnclude details of:
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf 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 contract, scheme or arrangement; and
• (b) 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 io 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.

• (7\ 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 to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) lf the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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

Previous and Present Voting Power $2.$

Class of Securities	Previous Notice		Present Notice
	Person's Votes	Voting Power	Person's Votes	Voting Power
Ordinary	88.538.261	35.77%	206.824.308	36.33%

Changes in Relevant Interest 3.

</goodall<></goodall<>

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
4/4/2016	Andrew Ernest Goodall	Rights Issue	\$430,118.75	43.011.875	43,011,875
4/4/2016	Andrew Ernest Goodall	Sub underwriting	\$634,751.47	63,475,147	63,475,147
		/Debt Conversion
4/4/2016	Aemagood Pty Ltd <goodall< td="">	Rights Issue	\$91,105.17	9,110,517	9.110,517	Rights Issue	\$91,105.17	9,110,517	9.110,517
	Family S/F A/C>
4/4/2016	Aemagood Pty Ltd <goodall< td="">	Sub underwriting	\$26,885.08	2,688,508	2.688,508	Sub underwriting	\$26,885.08	2,688,508	2.688,508
	Family S/F A/C>	/Debt Conversion

Present Relevant Interests $\overline{4}$

</goodall<>

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	149,498,897
Ms Marjorie Anne Goodall	In Direct	Ordinary	917.693
Ms Marjorie Anne Goodall	In Direct	Ordinary	857,460
Ms Marjorie Anne Goodall <heidi a="" c)<="" goodall="" td="" valerie="">	In Direct	Ordinary	857,460	In Direct	Ordinary	857,460
Ti Rakau Developments Ltd	In Direct	Ordinary	30,322,061
Aemagood Pty Ltd <goodall< td="">	In Direct	Ordinary	20.909.542	In Direct	Ordinary	20.909.542
Family S/F A/C> Aemagood Pty Ltd <goodall Family No 2 S/F A/C></goodall	In Direct	Ordinary	3,461,195

$\mathsf{6}$ Addresses

U. , ,,,,,,,,,,,,
Name	Address
	9a Balbriggan Rise, BOTANY, Auckland, New Zealand
Mr Andrew Ernest Goodall
Ms Marjorie Anne Goodall	10 The Parapet BANORA POINT NSW
Aemagood Pty Ltd	9a Balbriggan Rise, BOTANY, Auckland, New Zealand
Aemagood Pty Ltd	10 The Parapet BANORA POINT NSW
	PO Box 333 BANORA POINT NSW 2486
Ti Rakau Developments Ltd

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

Andrew Ernest Goodall 7/4/2016

Al Gondal