MEMPHASYS LIMITED. — Director's Dealing 2012

Jul 26, 2012

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity NUSEP HOLDINGS LIMITED

ABN 33 120 047 556

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Goodall
Date of last notice	25 June 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.	-
Date of change	20 July 2012
No. of securities held prior to change	Direct19,000,000 ordinary fully paid shares 31,58235 cent options
Class	Ordinary Shares
Number acquired	3,230,000
Number disposed	NIL
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$226,100
No. of securities held after change	22,090,000 ordinary fully paid shares140,000 ordinary fully paid shares (as trustee)31,582 35 cent options
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan,participation in buy-back	Shares resulting from conversion of part of a loan given tothe Company by Andrew Goodall, as approved by theshareholders at a general meeting held on 22 June 2012.

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder(if issued securities)	-
Date of change	-
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relation towhich the interest has changed	-
Interest acquired	-
Interest disposed	-
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	-
Interest after change	-

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where priorwritten clearance was required?	No
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what datewas this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002