Change of Director's Interest Notice

Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

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 30/09/01 Amended 01/01/11

Name of entity HYPERION FLAGSHIP INVESTMENTS LIMITED

ABN 99 080 135 913

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	Emmanuel Clive Pohl
Date of last notice	16 September 2011

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	- Power of Attorney provided to E C Pohl by a number of shareholders to manage their shares. - Director of a Trustee company of a unit trust with a Power of Attorney provided to E C Pohl. - There are a number of shareholders whose holdings are managed by Hyperion Asset Management Limited (Hyperion) in accordance with funds management agreements. E C Pohl is Managing Director & CEO of Hyperion. Hyperion is the investment manager of the company's share portfolio.
Date of change	16 January 2012
No. of securities held prior to change	Direct 3,231,000 Indirect 4,379,675 TOTAL 7,610,675
Class	Ordinary Fully Paid
Number acquired	Direct Nil Indirect Nil TOTAL Nil
Number disposed	Direct Nil Indirect 1,034,639 TOTAL 1,034,639

+ See chapter 19 for defined terms.

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Appendix 3Y Change of Director's Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1,190,530.46
No. of securities held after change	Direct 3,231,000 Indirect 3,345,036 TOTAL 6,576,036
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	On market sale of 999,539 shares by Hyperion Asset Management Limited funds management clients - consideration - $1,191,530.46 Ceasing to have a relevant interest in 35,100 shares held by a shareholder who ceased to be a Hyperion Asset Management Limited funds management client.

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	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 - +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	NO
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

+ See chapter 19 for defined terms.

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