MEMPHASYS LIMITED. — Major Shareholding Notification 2018

May 31, 2018

Form 603

CorporationsAct 2001 Section 671B

Notice of initial substantial holder

To CompanyName/Scheme	MEMPHASYS LIMITED
ACN/ARSN	120 047 556
1. Details of substantial holder (1)	PETERS INVESTMENTS
Name	PTY LTD
ACN/ARSN (if applicable)
The holder became a substantial holder on	28 / MAY /2018

2 Details of voting power

The total number of votes attached to all the voting shares in the companyor voting interests in the scheme that the substanti al holder or an associate (2) hada relevart interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes(5)	Votingpower (6)
Ordinary	650,000,000	650,000,000	$ 12.723\% $

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holderareasfollows:

Nature of relevart interest (7)	Classand number of securities
Shareholder	Ordinary 650,000,000

4. Details of present registered holders

The personsregistered as holders of the securities referred to in paragraph3 aboveare as follows:

Holder of relevart interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Peters Investments Pty Ltd	Peters Investments Pty Ltd	Peters Investments Pty Ltd	650,000,000

5. Consideration

The consideration paid for each relevart interest referred to in paragraph3 above and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevart interest	Date of acquisition	Consideration (9)		Classandnumber of securities
		Cash	Non-cash
Peters Investments Pty 25/5/2018 Ltd		\$0.001/ share		Ord: 650.000.000

6. Associates

The reasonsthe personsnamed in paragraph3 aboveare associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Peters Investments Pty Ltd	Substantial shareholder

7. Addresses

The addresses of personsnamed in this form are as follows:

Address
Peters Investments Pty Ltd P.O. Box 628 Cottesloe WA 6911

Signature

Peters Investments Pty Ltd
capadty Shareholder
date 30/5/2018

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related c orporations or the manager and trustee of an $(1)$ equity trust), then are scould be induded in an annexure to the form. If the relevant interests of a group of personsare ess entially similar, they may be referred to throughout the form as a specifically named group if the membership of eachgroup with the names and addresses of members is dearly set out in paragraph 7 of the form.
• $\varnothing$ See the definition of "associate" in section 9 of the Corporations Act 2001
• $(3)$ See the definition of "relevart interest" in sedions 608 and 67 °C(7) of the Corporations Act 2001
• The voting shares of a company constitute one class unless divided into separate classes $(4)$
• The total number of votes attachedto all the voting shares in the companyor voting interests in the scheme (if any) that the personor an associate has a relevant $(5)$ interest in.
• The person's votes divided by the total votes in the bodycorporate or scheme multiplied by 100. (6)
• $\sigma$ Includedetailsof:
• anyrelevart agreement or other circumstancesby which the relevart interest was acquired. If subsedion 67 E(4) applies, a copyof anydocument setting out $(a)$ the terms of any relevant agreement, and a statement by the persongiving full and accurate details of any contrad, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• anyqualification of the power of a personto exercise, control the exercise of, or influence the exercise of, the voting po wers or disposal of the securities to $\phi$ which the relevant interest relates (indicating dearly the particular securities to which the qualification applies)

See the definition of "relevart agreement" in section 9 of the Corporations Act 2001

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest ansesbecause of an option) write "unknown". $(8)$
• Details of the consideration must indudeany and all benefits, moneyand other, that any person from whom a relevart intere st was acquired has or may, become (9) entitled to receive in relation to that acquisition. Details must be indudedevenif the benefit is conditional on the happen ing or not of a contingency Details must be induded 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 relevart interest was acquired.