INGHAMS GROUP LIMITED — Director's Dealing 2017

Aug 23, 2017

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 30/09/01 Amended 01/01/11

Name of entity: INGHAMS GROUP Limited

ABN 39 162 709 579

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	Michael Peter McMahon
Date of last notice	10 November 2016

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 and Indirect	Direct and Indirect	Direct and Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.		MP and AJ McMahon atf the M & AMcMahon Super Fund (of which MichaelMcMahon is trustee and beneficiary).Ingham 2 Pty Ltd atf Michael McMahon(beneficiary).
Date of change		22 August 2017
No. of securities held prior to change		Indirect
		323,810	Fully paid ordinary sharesheldbyMPandAJMcMahon atf the M & AMcMahon Super Fund
		3,036,722	Fully paid ordinary sharesheld by Ingham 2 Pty Ltdatf Michael McMahon
		Direct
		Nil
Class		Performance Rights granted under theInghams Group Limited Equity IncentivePlan (EIP).

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired		476,190PerformanceRightsgrantedunder the EIP.	476,190PerformanceRightsgrantedunder the EIP.
Number disposed		Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation		Nil
No. of securities held after change		Indirect
		323,810	MP and AJ McMahon atfthe M & A McMahon SuperFund
		3,036,722	Ingham 2 Pty Ltd atfMichael McMahon
		Direct
		476,190	PerformanceRightsgranted under the EIP
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back		Grant of long term incentive to MichaelMcMahon in the form of PerformanceRights issued under the EIP, as referred toin the Company’s prospectus for listingdated 21 October 2016.

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	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3