MAYNE PHARMA GROUP LIMITED — AGM Information 2016

Oct 16, 2016

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Notice of Annual General Meeting

Date: 29 November 2016 Time: 11.00am Place: Minter Ellison, Level 23 525 Collins Street Melbourne, Victoria 3000

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NOTICE OF ANNUAL GENERAL MEETING

Mayne Pharma Group Limited ACN 115 832 963

The annual general meeting of Shareholders of Mayne Pharma Group Limited (Company or Mayne Pharma) will be held at the office of Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, 3000 at 11.00am (Melbourne time) on Tuesday, 29 November 2016.

3. Remuneration report

Resolution 4 – Adoption of Remuneration Report

To consider and, if thought fit, pass the following ordinary resolution:

'That the Remuneration Report that forms part of the Directors' Report of the Company for the financial year ended 30 June 2016 be adopted.'

Business

Note: Refer to voting exclusion on this resolution.

1. Financial statements and reports

To receive and consider the Directors' Report, Financial Statements and the Independent Auditor’s Report for the year ended 30 June 2016.

Note: There is no vote on this item.

2. Election and re-election of Directors

Resolution 1 – Re-election of The Hon. Ron Best

To consider and, if thought fit, to pass the following ordinary resolution:

'That the Hon. Ron Best, who retires by rotation in accordance with the Company’s constitution and, being eligible and having signified his candidature for office, be re-elected as a Director.'

Resolution 2 – Re-election of Mr Bruce Mathieson

To consider and, if thought fit, to pass the following ordinary resolution:

'That Mr Bruce Mathieson, who retires by rotation in accordance with the Company’s constitution, being eligible and having signified his candidature for office, be re-elected as a Director.'

Resolution 3 – Election of Ms Nancy Dolan

To consider and, if thought fit, to pass the following ordinary resolution:

4. Long term remuneration for Chief Executive Officer and Managing Director

Resolution 5 – Issue of Shares to Chief Executive Officer and Managing Director under the Executive Share Loan Scheme (ESLS)

To consider and, if thought fit, pass the following ordinary resolution:

‘That for the purposes of ASX Listing Rule 10.14 and all other purposes, approval be given to the issue to, or acquisition by or on behalf of the Chief Executive Officer and Managing Director, Mr Scott Richards, of Shares under the Executive Share Loan Scheme on the terms summarised in the Explanatory Notes.’

Note: Refer to voting exclusions on this resolution.

5. Other

Resolution 6 - Refresh placement capacity

To consider and, if thought fit, to pass the following ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and all other purposes, the prior issue of 191,300,000 Shares in the Company on 7 July 2016 to institutional investors as part of an institutional placement, on the basis set out in the Explanatory Notes, is approved.’

Note: Refer to voting exclusions on this resolution.

'That Ms Nancy Dolan, who was appointed to the Board since the last Annual General Meeting and who retires in accordance with the Company’s constitution and, being eligible and having signified her candidature for office, be elected as a Director.'

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VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on the following Resolutions by the following persons and proxy holders as set out below and under the heading 'Proxies':

Resolution	Persons excluded from voting
Resolution 4 – Adoption of Remuneration Report	By or on behalf of any member of the KMP or that KMP’s Closely Related Party
Resolution 5 – Issue of Shares to Chief Executive Officer and Managing Director under the ESLS	Scott Richards or any of his associates or any member of the KMP or that KMP’s Closely Related Party
Resolution 6 – Refresh placement capacity	Any Shareholder who participated in this placement or any associate of such a person

However, in relation to Resolutions 4, 5 and 6 this will not prevent such a person casting a vote on the Resolutions if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form and this Notice of Meeting; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form and this Notice of Meeting to vote as the proxy decides.

By order of the Board

Dated 17 October 2016

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Signed

Mark Cansdale Company Secretary

PROXIES AND SHAREHOLDER INFORMATION

IMPORTANT : Shareholders are urged to direct their proxy on how to vote by clearly marking the relevant box for each resolution on the proxy form.

Proxies

1. A Shareholder entitled to attend and vote at the meeting has the right to appoint a person (who does not need to be a Shareholder of the Company) as the Shareholder's proxy to attend and vote at the meeting.

2. If a Shareholder is entitled to cast two or more votes they may appoint two proxies (but no more) provided that an appointment of two proxies will have no effect unless each proxy is appointed to represent a specified proportion of the Shareholder's voting rights aggregating to no more than 100% of that Shareholder's voting rights. If the Shareholder appoints two proxies, neither proxy may vote on a show of hands.

3. The proxy form must be signed by the Shareholder or their attorney. Proxies given by corporations must be signed by a Director and company secretary or two Directors or a sole Director/secretary or its duly authorised attorney.

4. Proxy forms and any authorities (or certified copies of those authorities) under which they are signed must be delivered in person, by mail, by fax or electronically to the Company's Share Registry (see details below) no later than 48 hours before the meeting, being 11.00am 27 November 2016. Further details are contained on the proxy form.

5. Relevant custodians may lodge their proxy forms online by visiting www.intermediaryonline.com.

6. If the proxy form is signed but is blank in all other material respects, it will be taken to mean that it is in favour of the Chairman of the meeting for full voting rights and the Chairman will vote in favour of the resolution on a poll (subject to the voting exclusions set out in this Notice).

7. A proxy may decide whether to vote on any motion, except where the proxy is required by law, the ASX Listing Rules or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as they think fit.

8. If proxy holders vote, they must cast all directed proxies as directed. Any directed proxies which are not voted will automatically default to the Chairman of the meeting, who must vote the proxies as directed.

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1. A proxy form accompanies this Notice of Meeting.

2. The proxy form accompanying this Notice contains detailed instructions regarding how to complete the proxy form if a Shareholder wishes to appoint the Chairman as his or her proxy. You should read those instructions carefully.

3. Except where paragraph 12 immediately below applies, in relation to Resolutions 4 and 5 a proxy must not vote if:

4. (a) they are a KMP or a Closely Related Party of a KMP; and

5. (b) their appointment as proxy does not specify the way they are to vote on the Resolution.

6. By appointing the Chairman of the meeting as your proxy in relation to Resolutions 4 and 5, you expressly authorise the Chairman to vote in favour of those Resolutions unless:

7. (a) you direct the Chairman to vote against or to abstain from voting on those Resolutions; or

8. (b) you are a member of the KMP.

9. The Chairman of the meeting intends to exercise all open proxies by voting in favour of Resolutions 1, 2, 3, 4, 5 and 6.

10. Proxies may be lodged with Company:

11. (a) by mail, to Computershare Investor Services Pty Limited, using the enclosed reply envelope to:

Entitlement to vote

1. The Company has determined that the persons entitled to attend and vote at the Annual General Meeting will be those persons set out in the register of Shareholders as at 7:00 pm (Melbourne time) on Sunday, 27 November 2016.

Voting in person or by attorney

1. Shareholders or their attorneys wishing to vote in person should attend the Annual General Meeting. Persons are asked to arrive at least 30 minutes prior to the commencement of the Annual General Meeting so that their Shareholding may be checked against the relevant register and their attendance noted.

2. Attorneys should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting, unless it has already been provided to Computershare Investor Services Pty Limited.

Voting by corporate representative

1. Corporate Shareholders or corporate proxies voting by corporate representatives should:

2. (a) obtain an appointment of corporate representative from Computershare Investor Services Pty Limited;

3. (b) complete and sign the form in accordance with the instructions on it; and

4. (c) bring the completed and signed form with them to the relevant meeting.

Postal address

GPO Box 242 Melbourne VIC 3001

• (b) by facsimile:

  • (within Australia) 1800 783 447

  • (outside Australia) +61 3 9473 2555

• (c) online at www.investorvote.com.au. To log in you will need your 6 digit Control Number as well as your Holder Identification Number or Security Reference Number which are shown on your proxy form.

• Enquiries can be made at 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.30pm (Melbourne time), Monday to Friday.

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EXPLANATORY INFORMATION

1. Financial statements and reports

At the Annual General Meeting, Shareholders will be given an opportunity to ask questions and comment on the Directors' Report, Financial Statements and Independent Auditor's Report for the financial year ended 30 June 2016.

Committee and the Environmental and Natural Resources Committee, and a Board Member of the Victorian Health Promotion Foundation. Prior to his political career, The Hon. Ron Best was the owner of a successful food distribution business and General Manager of the Glacier Food Group. Since retiring from politics in 2002, The Hon. Ron Best has consulted for privately owned companies in the food services industry.

Resolution 2 – Bruce Mathieson

Shareholders who have elected not to receive a hard copy of the Company's 2016 Annual Report can view or download a copy from the Company's website at www.maynepharma.com.

The Company's auditor will be present at the meeting and be available to answer questions as to the conduct of the audit and the auditor's report.

Shareholders should note that the sole purpose of tabling the Directors' Report, Financial Statements and Independent Auditor's Report of the Company at the Annual General Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from them. It is not the purpose of the meeting that the Directors' Report, Financial Statements and Independent Auditor's Report be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company's Directors' Report, Financial Statements and Independent Auditor's Report will be put to Shareholders at the meeting.

Resolution 2 seeks approval for the re-election of Mr Bruce Mathieson as a Director with effect from the end of the Annual General Meeting.

The Board appointed Bruce Mathieson as a Director of the Company on 16 February 2007.

Mr Bruce Mathieson is currently a director and was the Chief Executive Officer of Australian Leisure and Hospitality Group Limited, a joint venture between Woolworths Limited and the Mathieson Family. The ALH Group owns approximately 330 hotels and 520 retail outlets across Australia, and employs more than 15,000 staff. Mr Mathieson has operated in the hotel, leisure and hospitality industry since 1974 and is a well-respected member of the Australian business community. He has previously served as a director of the Carlton Football Club. He is trained as an engineer, and brings management and transactional experience from across a number of industries to the Board.

Resolution 3 – Nancy Dolan

2. Resolutions 1, 2 and 3 – Election and re-election of Directors

Under rule 3.6 of the Company's constitution, at each annual general meeting one third (or if that is not a whole number, the whole number nearest to one third) of the Company's Directors (excluding Mr Scott Richards, the CEO and Managing Director) must retire from office and seek re-election.

Resolution 1 – The Hon. Ron Best

Resolution 1 seeks approval for the re-election of The Hon. Ron Best as a Director with effect from the end of the Annual General Meeting.

The Hon. Ron Best was appointed to the Board on 28 July 2006.

The Hon. Ron Best is a highly respected former member of the Victorian Parliament (1988 to 2002), having held a number of senior positions in the National Party of Australia (Victoria), including Parliamentary Secretary, Shadow Minister for Housing and Spokesman for Health, Housing, Racing, Sport and Recreation. The Hon. Ron Best has also been a member of various Parliamentary Committees, including the Public Accounts and Estimates

Resolution 3 seeks approval for the election of Ms Nancy Dolan as a Director with effect from the end of the Annual General Meeting.

The Board appointed Nancy Dolan as a Director of the Company on 21 September 2016.

Ms Dolan has over 30 years of experience in the legal and financial services sector. She was previously General Counsel and Principal Officer at the University of Sydney, a Partner at PricewaterhouseCoopers responsible for legal affairs in the Asia Pacific region and a Partner at Mallesons Stephen Jacques. Ms Dolan is currently Chair of the Professional Conduct Oversight Committee at Chartered Accountants Australia and New Zealand, an Advisory Board member for The Salvation Army Eastern Territory and was previously an Advisory Board member for the University of Sydney Medical School.

The Board (with the relevant Director in relation to their own re-election abstaining) recommends that Shareholders vote in favour of Resolutions 1, 2 and 3.

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3. Resolution 4 – Adoption of Remuneration Report

The Annual Report for the financial year ended 30 June 2016 contains a Remuneration Report, which forms part of the Director’s Report and sets out the remuneration policy for the consolidated entity comprising the Company and its controlled entities and reports on the remuneration arrangements in place for its key management personnel (KMP).

The Remuneration Report includes information on the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess satisfaction of those performance conditions.

The Board’s remuneration policy for KMP incorporates a strong element of remuneration linked to long-term Company performance. Following the abolition of the short-term incentives for the CEO, Group CFO, other KMP and select senior executives, all of the incentive component of their remuneration is now linked to the long-term success of the Company.

The vote on Resolution 4 to adopt the Remuneration Report relates to the Company’s remuneration policy and outcomes for the 2016 financial year.

The Corporations Act requires each listed company to put to a vote at its Annual General Meeting a non-binding resolution to shareholders to adopt the Remuneration Report. Whilst under the legislation this vote will be advisory only, and does not bind the Directors or the Company, the Directors recognise the vote as an indication of Shareholder sentiment and have careful regard to the outcome of the vote and any discussion when setting the Company's remuneration policies.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.

As a result of the provisions in the Corporations Act known generally as the ‘two strikes rule’, Shareholders should note that the result of the vote on this resolution may impact the voting at the Annual General Meeting next year. If 25% or more of the votes cast on this resolution are against adoption of the 2016 Remuneration Report, this will be considered the ‘first-strike’. If a ‘second strike’ is cast against the 2017 Remuneration Report at next year’s Annual General Meeting, this will trigger a vote on a resolution to spill the Board. Consequently, the Directors (excluding the Chief Executive Officer and Managing Director) may need to stand for re-election.

1. Long term remuneration for Chief Executive Officer and Managing Director

Resolution 5 - Issue of Shares to the Chief Executive Officer and Managing Director under the ESLS

Under ASX Listing Rule 10.14, shareholder approval is required in order for a Director to be issued securities under an employee incentive scheme. Accordingly, Shareholders are asked to approve the issue of Shares under the ESLS to the Chief Executive Officer and Managing Director, Mr Scott Richards.

The ESLS provides a non-recourse loan for the sole purpose of acquiring Shares in the Company. The ESLS allows the issue of shares to participants based on a percentage of fixed remuneration funded by a non-recourse loan. The Shares vest over three years subject to the achievement of hurdles based on increases in shareholder wealth created over the period. Once vested, the shares remain restricted until the participant repays the loan. Issues will be made annually to participants.

The ESLS participants currently include the CEO, Group CFO, other KMP and select senior executives. All ESLS participants no longer receive short-term incentives and all the incentive component of their remuneration is now linked to the long-term success of the Company. It is not intended that non-executive Directors will participate in the ESLS.

The Board believes that an equity-based long-term incentive is important to ensure an appropriate part of the executive’s reward is linked to generating long-term returns for Shareholders.

Since the 2015 Annual General Meeting, Scott Richards acquired 2,553,496 Shares under the ESLS at an issue price of $1.23.

An overview of the ESLS offer to the Chief Executive Officer and Managing Director is set out below. Further details of Mr Richards’ remuneration package and the operation of the ESLS are set out in the Remuneration Report of the 2016 Annual Report.

The Board, therefore, encourages shareholders to apply the same level of diligence in relation to voting on this resolution as they do with the binding resolutions.

The Board recommends that Shareholders vote in favour of Resolution 4.

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Date of If Shareholder approval is obtained it is allocation expected that the loan will be made and Shares will be allocated in December 2016, no later than 30 days after the AGM. Key terms of The ESLS provides for a limited-recourse, loan interest free, five-year loan from the Company for the sole purpose of acquiring Shares.

Any dividends paid on the ESLS Shares while the ESLS Shares are restricted are applied (on a notional after-tax basis) towards repaying the loan. The balance of the dividend is paid directly to the participant to fund his or her tax liability on the dividends received.

Following the end of the applicable Performance Period, if the vesting conditions are met the ESLS Shares will vest and the participant will then have until the end of the five-year term to repay the loan.

As this is a limited-recourse loan, if the value of the ESLS Shares is less than the outstanding loan balance at the end of the loan period, the ESLS Shares will be surrendered and forfeited in full settlement of the loan balance. The amount of Scott Richards' loan will be set by the application of a multiplication factor to the dollar amount of his ESLS participation (see the Number and price of Shares section below). The multiplication factor has been set at 3.02 times and is set with reference to the size of the loan required for the desired value creation opportunity under the ESLS.

The value of Mr Richards’ annual ESLS participation is determined by reference to a percentage of his fixed remuneration, currently 130%. In this current year the dollar amount of his ESLS participation is $1,170,000 and his loan to buy shares will be $3,533,400 (3.02 times the ESLS participation of $1,170,000). The number of ESLS Shares allocated is determined by dividing the loan amount by the 5-day VWAP at grant date.

Number and price of Shares

Shares will vest where an absolute total shareholder return (TSR) growth condition is met over the applicable period (three years) One half of the Shares will vest for compound annual absolute TSR growth of 5% per annum. All of the Shares will vest for compound annual absolute TSR growth of 10% per annum. Vesting will occur on a straight-line basis for performance between these two points (effectively 1% for each additional 0.1% of absolute TSR growth).

Performance Conditions

The Board chose the absolute TSR growth targets to align executive reward with what the Board considers to be

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acceptable levels of return to Shareholders (ie between 5% and 10% compound annual growth) over the next three years.

The Board considered the use of a relative performance condition but does not consider that there are a sufficient number of appropriate comparator pharmaceutical companies (ie of similar size) listed in Australia.

Performance The Shares will vest progressively over a Period three year period, with 20% vesting after the first test date, 30% after the second test date and the balance after the third test date, subject to the achievement of the TSR target. The test dates for Shares issued under the ESLS since 1 July 2015 have been set as 1 July each year. This provides a rolling benefit to senior executives over the three-year period in the absence of a short term incentive. Given the inherent uncertainty regarding the timing of receiving regulatory approvals for new products, the Board has determined that it is appropriate that if the Shares do not vest at the end of the three-year performance period, the applicable performance conditions will be retested every six months until expiry of the five-year term of the loan.

	if the Shares do not vest at the end of the three-year performance period, the applicable performance conditions will be retested every six months until expiry of the five-year term of the loan.
Trading	The ESLS Shares are restricted until the
restrictions	end of the vesting / performance periods
	and while the loan remains outstanding.
Cessation of	In general, all ESLS Shares are forfeited
employment	and surrendered if the participant ceases
	employment prior to the end of the
	Performance Period. However, the Board
	has discretion to determine that some or
	all of a participant's ESLS Shares may vest
	in appropriate circumstances.

Mayne Pharma has obtained a waiver from compliance with the requirements of Listing Rule 10.15.2 which allows Mayne Pharma not to include in this Notice of Meeting the maximum number of ESLS Shares that will be notionally granted to Mr Richards on the basis that the Notice of Meeting sets out the method by which the number of ESLS Shares will be calculated.

The Board (with Mr Richards abstaining) considers the issue of Shares to the Chief Executive Officer and Managing Director appropriate in all the circumstances and recommends that Shareholders vote in favour of Resolution 5.

5. Resolution 6 – Refresh placement capacity

In June 2016, Mayne Pharma undertook an institutional placement of Shares to partly fund the acquisition of a portfolio of products from Teva Pharmaceutical Industries Limited (Teva) and Allergan plc (Allergan).

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Under ASX Listing Rule 7.1, Mayne Pharma is limited from issuing more than 15% of its issued capital in any 12month period unless the Company obtains shareholder approval or a relevant exception applies.

As part of the Company’s capital raising announced to the ASX on 28 June 2016, the Company placed approximately 15% of its expanded capital (assuming the accelerated non-renounceable entitlement offer had been made) to certain new and existing Shareholders. This placement was within the Company’s capacity under ASX Listing Rule 7.1 (as amended by a waiver granted by ASX).

ASX Listing rule 7.4 permits the Company to now seek approval of this placement from shareholders and the effect of ratification will be to restore the Company’s 15% placement capacity.

The Shares issued under the placement were all fully paid ordinary shares in the Company ranking equally in all respects with the then issued Shares of the Company and were issued to certain new and existing institutional investors on 7 July 2016.

GLOSSARY

In this booklet:

Annual General Meeting or Meeting means the annual general meeting of the Company to be held on 29 November 2016 at 11.00am at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria, 3000.

Annual Report means the annual report of the Company in respect of the financial year ending 30 June 2016.

Board means the board of directors of the Company or, where the relevant powers or authorities delegated by the board to a sub-committee of the board, that sub-committee.

Chairman means the chairman of the Board.

Closely Related Party means any of the following:

• (a) a spouse, child or dependant of the member;

• (b) a child or dependant of the member's spouse;

• (c) anyone else who is one of the member's family and may be expected to influence, or be influenced by, the member in the member's dealings with the Company;

• (d) a company the member controls; or

ASX Listing rule 7.5 requires the following information to be provided to Shareholders in respect of resolution 6 for the purposes of ASX Listing rule 7.4:

Number Shares Issued	191,300,000
Issue price	$1.50
Allottees	The Shares were issued and allotted to certain new and existing institutional investors. The Shares were placed by Credit Suisse (Australia) Limited and UBS AG, Australia Branch.
Terms of the Shares	The Shares rank equally with the existing Shares on issue
Use of funds	The funds raised from this placement were used to partly fund the acquisition of a portfolio of products from Teva and Allergan

The Board recommends that Shareholders vote in favour of Resolution 6 so that the Company maintains the flexibility to issue up to its full placement capacity, enabling the Company to take advantage of commercial opportunities that may arise in the course of its activities.

The Company has obtained a waiver from ASX Listing Rule 14.11 to permit nominees to vote on Resolution 6 in respect of Shares held for underlying holders who did not participate in the placement.

• (e) a person prescribed by regulations (as at the date of this notice, no additional persons have been prescribed by regulation)

Company means Mayne Pharma Group Limited ACN 115 832 963.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth) and includes any regulations made under that Act and any exemption or modification to that Act which applies to the Company.

Director means a director of the Company.

ESLS means the Company's Executive Share Loan Scheme.

Explanatory Notes means the explanatory notes attaching to and forming part of the Notice of Meeting.

KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. KMP personnel include its Directors and certain senior executives.

Notice of Meeting means this notice of meeting and Explanatory Notes.

Resolution means a resolution referred to in this Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder or Member means a holder of at least one Share.

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Lodge your vote:

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ABN 76 115 832 963
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 Online:
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www.investorvote.com.au

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
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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

MYX

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote and view the annual report online

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
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• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by  11.00am (Melbourne time) Sunday, 27 November 2016

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Mayne Pharma Group Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Mayne Pharma Group Limited to be held at Minter Ellison, Level 23, 525 Collins Street, Melbourne, Victoria on Tuesday, 29 November 2016 at 11.00am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on resolutions 4 & 5 (except where I/we have indicated a different voting intention below) even though resolutions 4 & 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on resolutions 4 & 5 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Re-election of The Hon. Ron Best
Resolution	2	Re-election of Mr Bruce Mathieson
Resolution	3	Election of Ms Nancy Dolan
Resolution	4	Adoption of the Remuneration Report
Resolution	5	Issue of Shares to Chief Executive Officer and Managing Director under the Executive Share Loan Scheme (ESLS)
Resolution	6	Refresh placement capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
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