MAYNE PHARMA GROUP LIMITED - Capital/Financing Update 2015

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

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RETAIL OFFER DOCUMENT

Offer in relation to a fully underwritten non renounceable Retail Entitlement Offer of 1 New Share for every 3.45 Existing Shares at $0.61 to raise approximately $45 million.

The Retail Entitlement Offer opens on 18 February 2015 and closes at 5pm (Melbourne time) on 4 March 2015 (unless extended)

This Retail Offer Document is an important document and requires your immediate attention. It should be read in its entirety and before you decide whether to participate in the Retail Entitlement Offer. If you have any questions about any part of the Retail Offer Document you should consult your professional adviser.

This document is dated 18 February 2015

This document may not be distributed in any country outside Australia or New Zealand.

MAYNE PHARMA GROUP LIMITED ACN 115 832 963

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

M ne Pharma Gr Limited ay oup

Retail Offer Document in relation to an underwritten pro-rata nonrenounceable Retail Entitlement Offer

Important information	Important information	3
Key	dates	4
Chairman's letter		5
Entitlement Offer overview		7
1.	Details of the Entitlement Offer	7
2.	Required Actions	11
ASX	Announcements and Investor Presentation	17
Additional information		43
3.	Capital structure	43
4.	Risk factors	44
5.	Eligible Retail Shareholders	44
6.	Not investment advice or financial product advice	45
7.	Foreign jurisdictions	46
8.	Taxation	47
9.	Underwriting	49
10.	Financial data	50
11.	Information availability	50
12.	Forward-looking statements and future performance	50
13.	Past performance	50
Glossary		51
Corporate Directory		53

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Important information

The information in this Retail Offer Document is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

This Retail Offer Document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Persons. Neither the Entitlements nor the New Shares have been, or will be, registered under the Securities Act or any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This Retail Offer Document may contain certain forward-looking statements . The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan, consider, foresee, aim, will and other similar expressions are intended to identify forward looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company. These factors may include changes in consumer demand for the Company’s products, damage to brands and associated consumer images under which the Company's products are sold, fluctuations in the value of the Australian dollar, damage to the Company's relationships with its customers, suppliers and service providers, a breach by the Company of its debt covenants, increased competition, loss of key personnel, litigation and disputes, counterparty and credit risk, acquisitions and new business, change in operations, interest rate risk, market price fluctuations, general economic conditions, taxation, regulatory issues and changes in law and accounting policies. There can be no assurance that actual outcomes will not differ materially from these statements.

This Retail Offer Document is not financial product or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

The Company is not licensed to provide financial product advice in respect of New Shares.

An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company, including possible loss of income and principal invested. The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. In considering an investment in New Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Retail Offer Document.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

K dates ey

This Retail Offer Document is dated 18 February 2015.

The following are key indicative dates relating to the Entitlement Offer.

Activity	Date
Announcement of the equity raising	10 February 2015
Institutional Entitlement Offer and Placement opens	10 February 2015
Institutional Entitlement Offer bookbuild and Placement bookbuild closes	11 February 2015
Shares recommence trading	12 February 2015
Retail Entitlement Offer Record Date	7pm Melbourne time 13 February 2015
Retail Entitlement Offer opens	18 February 2015
Retail Offer Document and Application and Entitlement Forms	18 February 2015
dispatched to Eligible Retail Shareholders
Settlement of Shares issued under the Institutional Entitlement Offer and	19 February 2015
Placement
Allotment and commencement of trading of Shares issued under the	20 February 2015
Institutional Entitlement Offer and Placement
Retail Entitlement Offer closes	5pm Melbourne time 4 March 2015
Settlement of Retail Entitlement Offer	10 March 2015
Allotment of New Shares issued under Retail Entitlement Offer	11 March 2015
Commencement of normal trading of New Shares issued under Retail	12 March 2015
Entitlement Offer

These dates are indicative only and are subject to change. The Company reserves the right to amend this indicative timetable at any time in agreement with the Underwriters and in particular, subject to the Corporations Act and ASX Listing Rules, to extend the latest date for receipt of Application and Entitlement Forms, to accept late Application and Entitlement Forms either generally or in particular cases, or to cancel the Entitlement Offer without prior notice.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Chairman's letter

18 February 2015

Dear Shareholder

On behalf of the Directors of Mayne Pharma Group Limited ACN 115 832 963 ( Mayne Pharma or Company ), I am pleased to inform you of the agreement we have signed to acquire the Doryx® brand and related assets including the US marketing rights from an Actavis Plc subsidiary ( Actavis ) for US$50 million with the transaction expected to close on or around 26 February 2015.

In addition, the Company has entered into agreements to secure ownership and control of two key existing generic products, namely the Butalbital/APAP/Caffeine ( BAC ) capsule abbreviated new drug application ( ANDA ) and the Methamphetamine tablet ANDA for a total consideration of up to US$15.7 million.

The Company believes the Doryx® acquisition will enable the US pharmaceutical business to transform from a leading developer and marketer of niche generic products into an integrated pharmaceutical business with exciting growth platforms in generic and branded products.

Mayne Pharma will now control the manufacture, distribution and sales and marketing of the Doryx® product in the US. The Doryx® product is well known to the Company and our shareholders as different formulations of the product have been developed and manufactured in our facilities over the past 30 years.

The key benefits of these acquisitions include:

acquiring the Doryx® assets will accelerate the establishment of a US specialty brands division and enable the Company to control and maximise the contribution of the Doryx® franchise and further diversify our sources of revenue and margin;
acquiring the US generic products will enable the Company to secure full control over the distribution and manufacturing activities of these two important product franchises and optimise long term value; and
financially attractive deal terms:
®
- implied Doryx acquisition multiples of 0.8x Actavis’ Net sales for the twelve months ended 31 December 2014;
®
- estimated combined monthly EBITDA contribution (including the Doryx manufacturing margin) of US$3m on average from July 2015; and
combined acquisitions expected to be immediately and materially EPS accretive.

These acquisitions will be funded through an underwritten pro-rata accelerated non-renounceable entitlement offer of New Shares which I invite you to participate in, supplemented by an approximately $11.7 million placement offered to certain sophisticated and institutional investors.

Further details regarding the acquisitions are set out in the investor presentation released to the market on 10 February 2015 and included in this Retail Offer Document.

This Retail Offer Document relates to the Retail Entitlement Offer. As announced to the ASX on 12 February 2015, the Company has successfully completed the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) and an institutional placement ( Placement ). The Institutional Entitlement Offer raised approximately A$60.1 million and the Placement raised approximately A$11.7 million, a total of approximately A$71.8 million. Under the retail component of the Entitlement Offer,

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

( Retail Entitlement Offer ), Eligible Retail Shareholders may apply for up to 1 New Share for every 3.45 Existing Shares held on the Record Date of 7pm (Melbourne time) on 13 February 2015. New Shares issued under the Retail Entitlement Offer will be offered at the issue price of A$0.61 per New Share, representing a 12.9% discount to the closing price of the Shares on ASX on 9 February 2015, which was the last day Shares traded on the ASX before the announcement of the Entitlement Offer, and a 10.2% discount to the theoretical ex-rights price.[1]

You may also apply for Additional New Shares in excess of your Entitlement under the top up offer ( Top Up Offer ) (refer to Section 1.3 of this Retail Offer Document).

The Retail Entitlement Offer will raise approximately A$45 million. New Shares issued under the Retail Entitlement Offer will rank equally with Existing Shares.

The closing date for the receipt of Application and Entitlement Forms and Application Monies for the Retail Entitlement Offer is 5pm (Melbourne time) on 4 March 2015. If you decide to take this opportunity to increase your investment in the Company please ensure that, before this time, your completed Application and Entitlement Form and your Application Monies are received by the Share Registry, Computershare Investor Services Pty Limited, or you have paid your Application Monies via BPAY® in accordance with the instructions set out in the enclosed Application and Entitlement Form and Required Actions section of this Retail Offer Document.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

For further information, I urge you to read the Investor Presentation which is included in this Retail Offer Document and also contains a summary of some of the key risks associated with an investment in the Company.

Further details on the Retail Entitlement Offer are also set out in this Retail Offer Document, which you should read carefully and in its entirety. Additionally, you can call the Share Registry on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm (Melbourne time) Monday to Friday.

As you know, my fellow Board members and I are significant shareholders in Mayne Pharma. We will all be participating in the Entitlement Offer.

On behalf of the Board, I thank you for your continued support as a Shareholder and I commend the Retail Entitlement Offer to you.

Yours sincerely

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Roger Corbett, AO, Chairman

1 The theoretical ex-rights price ( TERP ) is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer and includes the impact of shares issued under the Placement. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the TERP.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Entitlement Offer overview

1. Details of the Entitlement Offer

1.1 The Entitlement Offer

The Company is conducting an underwritten 1 for 3.45 pro-rata accelerated non-renounceable entitlement offer to Shareholders as at the Record Date in Australia or New Zealand at the issue price of A$0.61 per New Share.

Institutional Entitlement Offer

On 12 February 2015, the Company announced that it had successfully completed the Institutional Entitlement Offer, raising approximately A$60.1 million. Settlement of the Institutional Entitlement Offer is expected to occur on 19 February 2015. Shares to be issued under the Institutional Entitlement Offer are expected to be allotted and commence trading on 20 February 2015.

Retail Entitlement Offer

Each Eligible Retail Shareholder is entitled to subscribe for 1 New Share for every 3.45 Existing Shares held on the Record Date. The Retail Entitlement Offer is non-renounceable. This means that Shareholders who do not take up their Entitlements by 5pm (Melbourne time) on the Closing Date of 4 March 2015, will not receive any payment or value for those Entitlements, and their proportionate equity interest in the Company will be diluted.

The number of New Shares to which you are entitled is shown on the accompanying Application and Entitlement Form. If you have more than one registered holding of shares, you will be sent more than one personalised Application and Entitlement Form and you will have separate Entitlements for each separate holding.

Fractional entitlements to New Shares have been rounded down to the nearest whole number of New Shares.

New Shares issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing Shares on issue, including in respect of entitlement to dividends. If you take no action you will not be allocated any New Shares and your Entitlement will lapse.

To qualify for the Retail Entitlement Offer, a Shareholder must:

(a) be registered as a Shareholder at 7pm (Melbourne time) on the Record Date;
(b) have an address in Australia or New Zealand as recorded on the Company's share register as at the Record Date;
(c) not have received an offer (other than as nominee) under the Institutional Entitlement Offer;
(d) not be in the United States and must not be a U.S. Person and not be acting for the account or benefit of a person located in the United States or a U.S. Person; and
(e) be eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus, disclosure document, or any lodgement, filing, registration or qualification,

(Eligible Retail Shareholder).

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

1.2 Purpose of the Entitlement Offer

The proceeds of the Entitlement Offer will be used to fund:

acquisition of the Doryx® assets from Actavis (trademark, marketing materials, select product inventory and related medical and technical data);
start up costs for US Specialty Brands Division;
acquisition of two US generic products (Butalbital/APAP/Caffeine capsule abbreviated new drug application (ANDA) and full ownership of the Methamphetamine tablet ANDA);
incremental working capital and general corporate purposes, including accelerating the development, registration and marketing of the Company's existing product pipeline and further potential product acquisitions; and
transaction costs.

Further details regarding the use of funds are set out in the Investor Presentation.

1.3 Top Up Offer

Eligible Retail Shareholders are also able to participate in a further discretionary offer of Additional New Shares, being the New Shares that have been initially offered to Eligible Retail Shareholders under the Retail Entitlement Offer and have not been taken up by them. New Shares which might otherwise have been offered to persons outside Australia and New Zealand are not included in the Top Up Offer. In addition:

(a) the Top Up Offer is only made to Eligible Retail Shareholders who have fully taken up their Entitlements;
(b) The Top-Up Offer is capped at a maximum of 50% of the Eligible Retail Shareholder’s Entitlement;
(c) there is no guarantee that any application in the Top Up Offer will be successful and the Directors reserve the right to issue any shortfall by way of the Top Up Offer or by other means and reserve the right to satisfy applications in the Top Up Offer at their sole and complete discretion;
(d) the Top Up Offer has the same Closing Date;
(e) the issue price of Additional New Shares under the Top Up Offer is A$0.61 per Additional New Share; and
(f) the Company will not issue Additional New Shares under the Top Up Offer where to do so would result in a breach of its constitution, the Corporations Act or the ASX Listing Rules.

1.4 Underwriting

The Entitlement Offer is underwritten by Credit Suisse (Australia Limited) and UBS AG, Australia Branch. Please refer to Section 9 of this Retail Offer Document for further details.

It is important to note that the Underwriters will be acting for and providing services to the Company in relation to the Entitlement Offer and will not be acting for or providing services to Shareholders. The Underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm’s length basis with the Company. The engagement of the Underwriters by the Company is not intended to create any agency or other relationship between the Underwriters and Shareholders.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

1.5 Issue of New Shares

New Shares under the Retail Entitlement Offer are expected to be issued on or around 11 March 2015 (subject to variation at the discretion of the Company). Fractional entitlements to New Shares will be rounded down to the nearest whole number of New Shares.

The Company reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims.

1.6 ASX quotation

The Company has applied for official quotation of New Shares issued under this Retail Offer Document . If permission for quotation is not granted by ASX, the New Shares will not be issued and Application Monies will be refunded (without interest) as soon as practicable.

1.7 Application Monies

Until New Shares are issued, the Company will hold the Application Monies on trust in a bank account(s) in Australia. The account(s) will be established and kept solely for the purpose of depositing Application Monies and retaining those funds for as long as required under the Corporations Act.

Any interest accrued on Application Monies will not be paid to the relevant Eligible Retail Shareholder, including if the Retail Entitlement Offer is cancelled or withdrawn.

1.8 Market prices for Shares on ASX

The lowest and highest market prices of Shares on ASX during the 3 months immediately preceding the announcement of the Entitlement Offer on 10 February 2015 were A$0.59 and A$0.785 respectively.

The issue price of A$0.61 per New Share represents a 12.9% discount to the closing price of the Company’s Shares on ASX on 9 February 2015, which was the last day Shares traded on the ASX before the announcement of the Entitlement Offer, and a 10.2% discount to TERP, the theoretical ex-rights price.

1.9 Foreign Shareholders

The New Shares being offered under this Retail Offer Document are being offered to Shareholders with registered addresses in Australia or New Zealand.

The Retail Entitlement Offer will not be offered to Non Eligible Foreign Shareholders. The Company has determined that it is not economically viable for it to make offers to Non Eligible Foreign Shareholders due to the cost of meeting compliance requirements with securities laws in each applicable jurisdiction in which Non Eligible Foreign Shareholders reside. The Company reserves the right in its absolute discretion to offer the Retail Entitlement Offer to a Shareholder with an address in the Company's share register outside Australia or New Zealand if the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable.

This Retail Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside of Australia or New Zealand.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

The distribution of this Retail Offer Document outside Australia or New Zealand may be restricted by law. If you come into possession of this Retail Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

1.10 Nominees and custodians

Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries to the extent contemplated in the Investor Presentation under the section titled "International Offer Restrictions" or as the Company may otherwise permit on compliance with applicable law.

1.11 Taxation implications

Shareholders should be aware that there may be taxation implications of participating in the Retail Entitlement Offer and subscribing for New Shares. The taxation consequences of participating in the Retail Entitlement Offer and/or acquiring New Shares may vary depending on the individual circumstances of each Shareholder.

Please refer to Section 8 of this Retail Offer Document for a general discussion of the Australian tax consequences of the Retail Entitlement Offer for Eligible Retail Shareholders resident in Australia and who hold their Shares as capital assets.

Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

1.12 Risks

There are a number of risks associated with an investment in the Company which may affect its financial performance, financial position, cash flows, distributions, growth prospects and Share price. The key risk factors are set out in the Key risks section of the Investor Presentation included in this Retail Offer Document.

1.13 Regular reporting and disclosure

The Company is a disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the market. In particular, the Company has an obligation (subject to certain limited exceptions) to notify ASX once it is, or becomes, aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Company’s securities. All announcements made by the Company are available from the Company’s website www.maynepharma.com or ASX's website www.asx.com.au.

Additionally, the Company is also required to prepare and lodge with ASIC yearly and half yearly financial statements accompanied by a directors’ statement and report, and an audit or review report. These reports are released to ASX and published on the Company and ASX websites.

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1.14 Rights and liabilities attaching to New Shares

New Shares issued under this Retail Offer Document will be fully paid ordinary shares in the capital of the Company and will rank equally with all Existing Shares, including for any dividend paid after the date of issue of the New Shares.

The rights and liabilities attaching to Shares are set out in the Company’s constitution and are regulated by the Corporations Act, the general law, the ASX Listing Rules and the ASX Settlement Rules. The constitution may only be varied by a special resolution passed by at least 75% of Shareholders present (and entitled to vote).

1.15 Disclaimer

No person is authorised to give any information or make any representation in connection with the Retail Entitlement Offer described in this Retail Offer Document, which is not contained in this Retail Offer Document. Any information or representation not contained in this Retail Offer Document may not be relied on as having been authorised by the Company in connection with the Retail Entitlement Offer.

1.16 Financial amounts

Money as expressed in this Retail Offer Document is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Retail Offer Document and between those figures and figures referred to in other parts of this document may be due to rounding.

1.17 Privacy

Chapter 2C of the Corporations Act requires information about you as a Shareholder (including your name, address and details of your Shares) to be included in the public register of the Company. Information is collected to administer your Shares. Your personal information may be disclosed to the Company. You can obtain access to your personal information by contacting the Share Registry at the address or telephone number listed in the corporate directory. The Share Registry's privacy policy is available on its website www.computershare.com.au.

1.18 Broker Handling Fee

A handling fee of 1.5% of the application amount (plus GST) of New Shares (subject to a maximum handling fee of $500 ( Broker Handling Fee ) under the Entitlement Offer will be paid to stockbrokers (being those entities being recognised as full service brokers or non-advisory brokers by ASX) who submit a valid claim for a Broker Handling Fee on successful Applications.

1.19 Governing Law

This Retail Offer Document, the Retail Entitlement Offer and the contracts formed on acceptance of the Application and Entitlement Forms are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares and any Additional New Shares submits to the non exclusive jurisdiction of the courts of Victoria, Australia.

2. Required Actions

2.1 Eligible Retail Shareholders – Australia and New Zealand

If you are an Eligible Retail Shareholder you may either:

take up all or part of your Entitlement in accordance with this Retail Offer Document;

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take up all of your Entitlement and also apply for the Top Up Offer; or
decline to exercise some or all of your Entitlement.

If you are an Eligible Retail Shareholder and wish to take up all or part of your Entitlement:

(a) read this Retail Offer Document in full;
(b) consider the risks associated with the Entitlement Offer, as summarised in the Key risks section of the Investor Presentation included in this Retail Offer Document, in light of your personal circumstances;
(c) decide whether to participate in the Retail Entitlement Offer; and
(d) make payment and apply for New Shares by either:

Mail

Complete the Application and Entitlement Form accompanying this Retail Offer Document in accordance with the instructions set out on the form. If you have not received an Application and Entitlement Form please call the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000); and

return the completed Application and Entitlement Form together with payment in accordance with Section 2.2 of this Retail Offer Document, using the enclosed envelope or to the following address so that it is received by no later than 5pm (Melbourne time) on 4 March 2015 (or such other date as may be determined by the Company): Australia & New Zealand – By mail – postal delivery

Delivery address: Computershare Investor Services Pty Limited GPO Box 505 Melbourne, VICTORIA 3001

Completed Application and Entitlement Forms and Application Monies will not be accepted at the Company’s registered office.

or,

BPAY®

Make payment via BPAY® in accordance with the instructions in this Retail Offer Document on the Application and Entitlement Form.

If you pay by BPAY® you do not need to lodge the Application and Entitlement Form.

A reply paid envelope is enclosed for your convenience. If mailed in Australia, no postage stamp is required. If mailed from New Zealand, correct postage must be affixed. Eligible Retail Shareholders in New Zealand should ensure that their Application and Entitlement Form and Application Monies are mailed early to ensure they arrive at the postal address specified above by 5pm (Melbourne time) on 4 March 2015 (or such other date as may be determined by the Company).

2.2 Payment

The issue price of A$0.61 per New Share is payable on exercise of your Entitlement. For all Australian and New Zealand Eligible Retail Shareholders payments must be received by 5pm (Melbourne time) on 4 March 2015 (or such other date as may be determined by the Company).

Shareholders should be aware of the time required to process payments by cheque, electronic funds transfer and BPAY® in choosing the appropriate application and payment method.

Payment will only be accepted in Australian currency and must be:

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by cheque, money order or bank draft drawn on an Australian financial institution, made payable to Mayne Pharma Group – Retail Offer and crossed Not Negotiable ; or
through the BPAY® facility according to the instructions set out on the Application and Entitlement Form.

Cash will not be accepted. Receipts for payment will not be issued. If you provide insufficient funds to meet the Application Monies due to take up all or part of your Entitlement, you may be taken by the Company to have applied for such lower number of New Shares as your cleared Application Monies will pay, or your Application may be rejected.

Any Excess Amount may be treated as an application to apply for Additional New Shares under the Top Up Offer to the value of your Excess Amount. Your application for the Additional New Shares may not be successful (wholly or partially). Any surplus Application Monies received for more than your final allocation of any Additional New Shares will be refunded (only where the amount is A$5.00 or greater). You are not entitled to any interest that accrues on any Application Monies received or returned (wholly or partially).

Eligible Retail Shareholders may pay through BPAY®

Australian Eligible Retail Shareholders and New Zealand Eligible Retail Shareholders with an Australian bank account may pay through BPAY®. Payment by BPAY® should be made in accordance with the instructions set out in the Application and Entitlement Form using the reference number shown on that form and must be received by no later than 5pm (Melbourne time) on 4 March 2015 (or such other date as may be determined by the Company). Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment. Applicants should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by this time.

The reference number is used to identify your holding. If you have multiple holdings you will also have multiple reference numbers. You must use the reference number shown on each Application and Entitlement Form to pay for each holding separately. If you pay by BPAY® and do not pay for your full Entitlement, your remaining Entitlements will lapse.

If you make your payment by BPAY® you do not need to lodge the Application and Entitlement Form.

Your completed Application and Entitlement Form or BPAY® acceptance, once received by the Share Registry, cannot be withdrawn.

2.3 Applying for additional shares under Top Up Offer

If you have applied for your full Entitlement, you may wish to apply for more Shares than the number shown on your Application and Entitlement Form under the Top Up Offer. To do this, complete the Additional New Shares section provided on the Application and Entitlement Form.

If you are applying by BPAY® and wish to apply for Additional New Shares under the Top Up Offer, make a payment for more than your Entitlement. The excess amount will be taken to be an application for Additional New Shares under the Top Up Offer.

Applications for Additional New Shares under the Top Up Offer may be considered if and to the extent that not all Shareholders take up their full Entitlement. Applications for Additional New Shares under the Top Up Offer will be capped at 50% of an Eligible Retail Shareholder’s Entitlement and will be issued to Eligible Retail Shareholders at the sole and complete discretion of the Directors. There is no guarantee that any applications under the Top Up Offer will be successful.

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2.4 Declining all or part of your Entitlement

If you decide not to take up all or part of your Entitlement, the Entitlement which is unexercised will lapse and may be taken up by other Eligible Retail Shareholders under the Top Up Offer or the Underwriters (or by persons they nominate). Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and cannot be traded on the ASX nor any other financial markets, nor can it be privately transferred. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

If you decide not to participate in the Retail Entitlement Offer, you do not need to fill out or return the accompanying Application and Entitlement Form. Although you will continue to own the same number of Shares, your percentage shareholding in the Company will be diluted.

2.5 Non Eligible Foreign Shareholders

If you are a Non Eligible Foreign Shareholder, you may not take up any of, or do anything in relation to, your Entitlement under the Retail Entitlement Offer.

2.6 Warranties made on acceptance of Retail Entitlement Offer

By completing and returning your personalised Application and Entitlement Form or making a payment by BPAY®, you will be deemed to have acknowledged, represented and warranted that you, and each person on whose account you are acting, are an Eligible Retail Shareholder or otherwise eligible to participate.

By completing and returning your personalised Application and Entitlement Form or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that:

(a) you and each person on whose account you are acting are not in the United States or a U.S. Person, or acting for the account or benefit of a U.S. Person, and are not otherwise a person to whom it would be illegal to make an offer of or issue of New Shares and any Additional New Shares under the Retail Entitlement Offer and under any applicable laws and regulations;
(b) the Entitlements and the New Shares and any Additional New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and, accordingly, the New Shares and any Additional New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws;
(c) you and each person on whose account you are acting have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States, or that is, or is acting for the account or benefit, of a U.S. Person;
(d) you acknowledge that you have read and understand this Retail Offer Document and your Application and Entitlement Form in their entirety;
(e) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Document, and the Company’s constitution;
(f) you authorise the Company to register you as the holder(s) of New Shares allotted to you;
(g) you declare that all details and statements in your Application and Entitlement Form are complete and accurate;
(h) you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under your Application and Entitlement Form;

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(i) you acknowledge that once the Company receives your Application and Entitlement Form or any payment of Application Monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;
(j) you agree to apply for and be issued up to the number of New Shares specified in the Application and Entitlement Form, or for which you have submitted payment of any Application Monies via BPAY®, at the Issue Price;
(k) you authorise the Company, the Underwriters, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your Application and Entitlement Form;
(l) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on you Application and Entitlement Form as being held by you on the Record Date;
(m) you acknowledge that the information contained in this Retail Offer Document and your Application and Entitlement Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(n) you acknowledge that this Retail Offer Document is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;
(o) you acknowledge the statement of risks in the Key risks section of the Company’s Investor Presentation included in this Retail Offer Document, and that investments in the Company are subject to risk;
(p) you acknowledge that none of the Company, the Underwriters, nor their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;
(q) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;
(r) you authorise the Company to correct any errors in your Application and Entitlement Form or other form provided by you;
(s) you represent and warrant (for the benefit of the Company, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are an Eligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
(t) you represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Document and your Application and Entitlement Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
(u) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in regular way transactions on the ASX or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting for the account or benefit of a person in the United States; and

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(v) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Application and Entitlement Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent this Retail Offer Booklet, the Application and Entitlement Form or any information relating to the Retail Entitlement Offer to any such person.

2.7 Refunds

Any Application Monies received for more than your final allocation of New Shares and any Additional New Shares will be refunded as soon as practicable after the Closing Date (except where the amount is less than A$5.00). No interest will be paid to applicants on any Application Monies received or refunded.

2.8 Withdrawals

You cannot, in most circumstances, withdraw your application once it has been accepted. Cooling-off rights do not apply to an investment in New Shares and any Additional New Shares.

2.9 Confirmation of your application and managing your holding

You may access information on your holding, including your Record Date balance and the issue of New Shares and any Additional New Shares from this Retail Entitlement Offer, and manage the standing instructions the Share Registry records on your holding on the Share Registry website, www.computershare.com.au. To access the Investor Centre section of this website you will need your SRN or HIN and you will need to pass the security challenge on the site.

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ASX Announcements and Investor Presentation

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Additional information

This Retail Offer Document (including the ASX announcements and Investor Presentation in relation to the Retail Entitlement Offer reproduced in it) and accompanying personalised Application and Entitlement Form have been prepared by the Company. The information in this Retail Offer Document is dated 18 February 2015.

No party other than the Company has authorised or caused the issue of the information in this Retail Offer Document, nor takes any responsibility for, or makes, any statements, representations or undertakings in this Retail Offer Document.

3. Capital structure

3.1 Effect of the Entitlement Offer on capital structure

The approximate capital structure of the Company will be as follows:

Shares	Number
Shares on issue as at 10 February 2015	594,134,193
Shares issued under the Institutional Entitlement Offer and Placement	114,664,095
New Shares offered under the Retail Entitlement Offer as per this Retail Offer	73,148,714*
Document
Total Shares on issues on close of the Entitlement Offer and Placement	781,947,002*

*Approximately depending on fractional Entitlements on the Record Date.

3.2 Financial effect of the Entitlement Offer and Placement

Please see the Investor Presentation for the financial effect of the Entitlement Offer and Placement on the Company.

3.3 Impact on control

The Directors do not believe that the Entitlement Offer will have a material effect on the control of the Company as no individual Shareholder currently owns more than 20% of the Shares and the Company does not expect any Shareholder to hold more than 20% after completion of the Entitlement Offer.

3.4 Directors and sub-underwriting

All Directors intend to participate in the Entitlement Offer.

A company associated with Ian Scholes (a Director) has entered into a sub-underwriting agreement with the Underwriters under which that company has agreed to sub-underwrite A$1.5 million of any shortfall in the Retail Entitlement Offer for a fee of 0.5% of the sub-underwritten amount (consistent with the fee payable to institutional sub-underwriters).

The terms and conditions of this sub-underwriting agreement are customary in nature and materially the same as the terms of other sub-underwriting agreements entered into between the Underwriters and institutional sub-underwriters. Under the terms of the sub-underwriting agreement, the company associated with Mr Scholes has no rights of termination, however, the obligations to sub-underwrite will cease if the Underwriting Agreement is terminated.

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Depending on the amount of New Shares allotted to Ian Scholes' associated company under the sub-underwriting agreement (if any), he will have a post capital raising[2] relevant interest of not greater than 0.44%.

4. Risk factors

4.1 Introduction

The Company's operations are subject to a number of risks which may impact on its future performance and forecasts. Before subscribing for New Shares, Shareholders should carefully consider and evaluate the Company and its business and whether the New Shares are suitable to acquire having regard to their own investment objectives and financial circumstances and taking into consideration the material risk factors.

In particular, Shareholders should consider the risk factors outlined in the Key risks section of the Investor Presentation included in this Retail Offer Document, any of which could affect the operating and financial performance of the Company or the value of an investment in the Company. The risk factors set out in the Key risks section of the Investor Presentation are not exhaustive.

You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer. The Company has applied to ASX for the grant of official quotation of the New Shares and any Additional New Shares. It is expected that normal trading on ASX will commence in relation to New Shares issued under the Retail Entitlement Offer on 12 March 2015. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law, including for negligence) to persons who trade New Shares before the New Shares are quoted on the official list of ASX or before they receive their written confirmation of issue, whether on the basis of confirmation of the allocation provided by the Company, the Share Registry or the Underwriters. ASX accepts no responsibility for any statement in this Retail Offer Document.

4.2 New Zealand Shareholders

New Zealand Shareholders should also consider the taxation and currency risks associated with investing in New Shares.

5. Eligible Retail Shareholders

The information in this Retail Offer Document contains an offer of New Shares to Eligible Retail Shareholders in Australia or New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Class Order 08/35.

The Retail Entitlement Offer is not being extended to any shareholders outside Australia or New Zealand, other than potentially selected institutional shareholders and investors in certain foreign jurisdictions. By returning a completed Application and Entitlement Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the Eligible Retail Shareholder criteria. Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other

2 Based on the A$115.0m equity raising (including the Placement),

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jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries selected by the Company.

6. Not investment advice or financial product advice

The Retail Entitlement Offer to which the information in this Retail Offer Document relates complies with the requirements of section 708AA of the Corporations Act as modified by ASIC Class Order 08/35. The information in this Retail Offer Document is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Company is not licensed to provide financial product advice in respect of the New Shares and any Additional New Shares or any other financial products.

The information in this Retail Offer Document does not purport to contain all the information that you may require to evaluate a possible application for New Shares or any Additional New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with the Company’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au. The information in this Retail Offer Document does not take into account the investment objectives, financial situation or needs of you or any particular investor. Before deciding whether to apply for New Shares or any Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial objectives and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the Shares, the subject of the Retail Entitlement Offer.

If, after reading this Retail Offer Document, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant, solicitor or other independent professional adviser. You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.

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7. Foreign jurisdictions

The information in this Retail Offer Document does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, and no action has been taken to register the Shares or otherwise permit a public offering of the New Shares in any jurisdiction outside of Australia or New Zealand. Return of the personalised Application and Entitlement Form or your BPAY® payment will be taken by the Company to constitute a representation by you that there has been no breach of any such laws. Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries to the extent contemplated in the Investor Presentation under the section titled "International Offer Restrictions" or as the Company may otherwise permit on compliance with applicable law.

United States

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person. New Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the New Shares have been registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act is available. The New Shares to be offered and sold in the Retail Entitlement Offer have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States and, accordingly, the New Shares are only being offered and sold to persons that are not U.S. Persons or acting for the account or benefit of U.S. Persons, in offshore transactions within the meaning of Regulation S under the U.S. Securities Act and in compliance therewith. Any U.S. Person or any person that is or is acting for the account or benefit of a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person it knows to be a U.S. Person. The distribution of this document outside Australia or New Zealand may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person or to any person acting for the account or benefit of a U.S. Person.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand) .

This Retail Offer Document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand) . This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

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8. Taxation

Taxation is only one of the matters that must be considered when making a decision in relation to New Shares and any Additional New Shares.

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for tax purposes and who hold their Shares as capital assets.

This Section does not consider the Australian tax consequences for particular types of Eligible Retail Shareholders, including those who:

(a) hold their Shares as assets used in carrying on a business or who may carry on the business of share trading, banking or investment; or
(b) hold their Shares through an employee share scheme or whose Shares are held as revenue assets or trading stock; or
(c) may be subject to special tax rules, such as insurance companies, partnerships, tax exempt organisations, trusts (except where expressly stated), superannuation funds (except where expressly stated) or temporary residents; or
(d) are tax residents of any jurisdiction (including New Zealand) other than Australia.

The summary below is based on the law in effect as at the date of this Retail Offer Document, is general in nature and should not be relied upon by Eligible Retail Shareholders as tax advice. Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial and tax advisers.

8.1 Income tax

Issue of Entitlements

Subject to the qualifications noted above and assuming that the Eligible Retail Shareholder continues to hold their Shares until the issue of the Entitlements, the issue of the Entitlements will not, or itself, result in any amount being included in the assessable income of an Eligible Retail Shareholder. This is on the basis that the Entitlements satisfy the requirements in section 59-40 of the Income Tax Assessment Act 1997 (Cth) and will therefore be treated as non-assessable and non-exempt income.

Exercise of Entitlements

Eligible Retail Shareholders who exercise their Entitlements and subscribe for New Shares and any Additional New Shares will acquire those Shares with a cost base for CGT purposes equal to the Issue Price payable by them for those Shares plus any non-deductible incidental costs they incur in acquiring them. Eligible Retail Shareholders will not make any capital gain or loss, or derive assessable income, from exercising the Entitlements or subscribing for the New Shares or any Additional New Shares.

Lapse of Entitlements

On the basis that no proceeds will be received by Eligible Retail Shareholders who allow their Entitlements to lapse, no income tax consequences should arise for those Eligible Retail Shareholders.

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8.2 New Shares and Additional New Shares

Taxation of income for Eligible Retail Shareholders

Eligible Retail Shareholders who exercise their Entitlements will acquire New Shares and, in the Company's sole discretion, any Additional New Shares. Any future dividends or other distributions made in respect of those New Shares and any Additional New Shares will be subject to the same taxation treatment as dividends or other distributions made on Shares held in the same circumstances.

For Eligible Retail Shareholders to be eligible for a tax offset in relation to any franking credits attached to a dividend paid by the Company on the New Shares and any Additional New Shares, they will need to hold the New Shares or any Additional New Shares at risk for at least 45 days, not counting the day of acquisition or disposal (referred to as the holding period rule ). The holding period rule generally only needs to be satisfied once for the New Shares and any Additional New Shares and will apply in respect of the New Shares and any Additional New Shares beginning on the day after the day on which the Eligible Retail Shareholder acquires the New Shares or any Additional New Shares. This rule does not apply if the Eligible Retail Shareholder is an individual where the total franking credits entitlement for the year of income of the individual in which the dividend is received is below A$5,000.

Taxation of disposals for Eligible Shareholders

The disposal of New Shares and any Additional New Shares will give rise to a CGT event for Eligible Retail Shareholders. Eligible Retail Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares or any Additional New Shares. The cost base of those Shares is described above, but, for these purposes, the cost base should also include a reasonable apportionment of the non-deductible incidental costs on disposal and any interest paid in respect of borrowings used to acquire those Shares that was not otherwise deductible to the Eligible Retail Shareholder.

New Shares will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Shareholder exercised the Entitlement to subscribe for them. New Shares under the Top Up Offer will be treated for the purposes of the CGT discount as having been acquired when the Company issues or allots those Additional New Shares. In order to benefit from the CGT discount that may be available to individuals, trusts and complying superannuation funds in respect of a disposal of the New Shares or any Additional New Shares, the New Shares or any Additional New Shares must have been held for at least 12 months before disposal.

Taxation of a return of capital by the Company

Where a return of capital is made by the Company, the cost base and reduced cost base of the Eligible Retail Shareholder's New Shares or any Additional New Shares for CGT purposes will be reduced by the amount of the return of capital, with any excess over the cost base triggering a capital gain. In some circumstances, where the Eligible Retail Shareholder disposes of their New Shares or any Additional New Shares in the period between becoming entitled to the return of capital and the actual payment of the return of capital, the Eligible Retail Shareholder will generally make a capital gain equal to the amount of the return of capital. The amount returned may also include a dividend component, or be deemed under taxation law to include a dividend component, which will be subject to tax as set out above.

8.3 Goods and Services Tax and Stamp Duty

No Australian GST or stamp duty is payable in respect of the issue or exercise of the Entitlements or the acquisition of New Shares and any Additional New Shares pursuant to the Retail Entitlement Offer. Eligible Retail Shareholders may be charged GST on third party brokerage or

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

advisor costs in respect of the issue or exercise of the Entitlements or the acquisition of those New Shares or any Additional New Shares, depending on their individual circumstances.

9. Underwriting

On 10 February 2015, the Company entered into an underwriting agreement with the Underwriters ( Underwriting Agreement ). Under the Underwriting Agreement, the Underwriters were appointed by the Company on an exclusive basis, to act as joint lead managers, underwriters and bookrunners for the Offer. The obligations of the Underwriters are subject to the satisfaction of certain conditions precedent, including:

(a) ASX not indicating that it will not admit the New Shares to quotation; and
(b) receipt by the Underwriters of certain customary opinions and reports from the Company and its advisers.

The Company has (subject to certain limitations) agreed to indemnify the Underwriters and their respective affiliates, successors or Related Bodies Corporate and the respective directors, officers, agents, employees, representatives or advisers of each Underwriter or any of their respective affiliates, successors or Related Bodies Corporate against losses in connection with the Entitlement Offer. The Company and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer. The Underwriters may each terminate the Underwriting Agreement and be released from their respective obligations if any of a range of events occur. A summary of these key termination events is set out below.

The Underwriters will be remunerated by the Company for providing these underwriting services at market rates and be reimbursed for certain expenses. The Underwriters have not authorised or caused the issue of, and take no responsibility for, this Retail Offer Document, and to the maximum extent permitted by law, disclaim all liability in connection with the Entitlement Offer, the Placement and this Retail Offer Document.

Each Underwriter may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events on or prior to the settlement date of the Retail Entitlement Offer, including (but not limited to) where:

(a) the Company is removed from the official list of ASX or the Shares cease to be quoted or are suspended from quotation by ASX;
(b) there are material disruptions in financial or economic conditions in key markets, certain falls in the S&P/ASX 200 index or hostilities commence or escalate in certain key countries;
(c) a statement contained in the offer materials is or becomes false, misleading or deceptive (including by omission) or likely to mislead or deceive, or there are no reasonable grounds for making any statements relating to future matters in the offer materials; and
(d) there is a material adverse change in the financial position or performance, assets, liabilities, profits, losses, results, condition, operations or prospects of the Company or any of its subsidiaries.

Please note that the above is not an exhaustive list of the termination events in the Underwriting Agreement.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

10. Financial data

The pro forma historical financial information included in this Retail Offer Document does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

11. Information availability

Eligible Retail Shareholders in Australia or New Zealand can obtain a copy of this information during the period of the Retail Entitlement Offer by calling the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer period. A replacement Application and Entitlement Form can be requested by calling the Share Registry.

12. Forward-looking statements and future performance

Neither the Company, its officers, employees, agents, associates and advisers, nor any other person warrants or guarantees the future performance of the New Shares, any Additional New Shares or any return on any investment made pursuant to the information in this Retail Offer Document. Forward looking statements, opinions and estimates provided in the information in this Retail Offer Document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Any forward looking statements including projections, guidance on future production, sales, earnings, dividends, and other estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Board, including the risks described in the accompanying Investor Presentation, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Retail Offer Document.

13. Past performance

Past performance information given in this Retail Offer Document is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information in this Retail Offer Document is, or is based upon, information that has been released to the market. For further information, please see past announcements released to ASX.

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Glossary

Term	Definition
Additional New Share	A Share offered and issued under the Top Up Offer
ANDA	Abbreviated new drug application
Applicant	An Eligible Retail Shareholder who applies for New Shares under this Retail Offer
	Document
Application	An application for a specified number of New Shares by an Applicant under this Retail
	Offer Document
Application and Entitlement	The personalised form for participation in the Retail Entitlement Offer attached to or
Form	accompanying this Retail Offer Document
Application Monies	Funds accompanying a completed Application and Entitlement Form or funds paid by
	BPAY®
ASIC	Australian Securities and Investments Commission
ASX Settlement Rules	The Settlement Operating Rules made by ASX Settlement Pty Ltd ACN 008 504 532
ASX	ASX Limited ACN 008 624 691 or the financial market operated by it, as the context
	requires
ASX Listing Rules	The listing rules of ASX
Board	The Directors acting as a board of the Company
CGT	Capital Gains Tax
Closing Date	The date on which the Retail Entitlement Offer closes, expected to be 5pm
	(Melbourne time) on 4 March 2015
Company or Mayne Pharma	Mayne Pharma Group Limited ACN 115 832 963
Corporations Act	Corporations Act 2001(Cth)
Directors	The directors of the Company
Eligible Retail Shareholder	As defined in Section 1.1 of this Retail Offer Document
Entitlement	The number of New Shares each Eligible Retail Shareholder is offered under the
	Retail Entitlement Offer as designated on their Application and Entitlement Form
Entitlement Offer	The fully underwritten pro-rata accelerated non-renounceable entitlement offer of 1
	New Share for every 3.45 Existing Shares at $0.61 per New Share.
Excess Amount	Any monies in excess of the full amount of Application Monies for an Eligible Retail
	Shareholder's whole Entitlement
Existing Shares	Shares on issue at the Record Date
GST	Good and Services Tax
Institutional Entitlement	Has the meaning given in the Chairman's Letter
Offer
Investor Presentation	The investor presentation released to ASX on 10 February 2015 and included and
	forming part of this Retail Offer Document
Issue Price	The price payable for one New Share under the Entitlement Offer or A$0.61
Melbourne time	The time in Melbourne, Australia
New Share	A Share offered and issued under the Entitlement Offer

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Term	Definition
Non Eligible Foreign	A Shareholder with an address in the Company's share register outside Australia or
Shareholder	New Zealand, unless the Company is satisfied that it is not precluded from lawfully
	issuing New Shares to that Shareholder either unconditionally or after compliance
	with conditions which the Board in its sole discretion regards as acceptable and not
	unduly onerous
Offer Period	18 February 2015 to 4 March 2015 or any other date as may be determined by the
	Company
Opening Date	18 February 2015
Placement	Has the meaning given in the Chairman's Letter
Record Date	7pm (Melbourne time) on 13 February 2015
Retail Entitlement Offer	The retail component of the Entitlement Offer being the offer of 1 New Share for each
	3.45 Existing Shares on the terms set out in this Retail Offer Document to Eligible
	Retail Shareholders
Retail Offer Document	This document
Section	Means a section of this Retail Offer Document
Securities Act	U.S. Securities Act of 1933, as amended
Share	A fully paid ordinary share in the capital of the Company
Shareholder	A holder of at least one Share as recorded on the Company's share register
Share Registry	Computershare Investor Services Pty Limited ABN 48 078 279 277.
Shortfall	New Shares offered under the Retail Entitlement Offer for which valid Applications
	have not been received from Eligible Retail Shareholders under their Entitlement or
	the Top Up Offer on or before the Closing Date
Top Up Offer	The offer described in Section 1.3 of this Retail Offer Document
Underwriters	Credit Suisse (Australia) Limited and UBS AG, Australia Branch
Underwriting Agreement	As defined in Section 9 of this Retail Offer Document
U.S. Persons	As defined in Regulation S under the Securities Act

Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Cor rate Director po y

Directors

Roger Corbett, AO (Chairman)

Chief Executive Officer and Managing Director

Scott Richards
The Hon. Ron Best
Phil Hodges
Bruce Mathieson

Company Secretary

Mark Cansdale
Scott Richards
Bruce Robinson, AM
Ian Scholes

Registered Office

Lawyers to the Offer

  - Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne, Victoria 3000

Level 14
474 Flinders Street Melbourne, Victoria 3000

Share Registry

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067

Underwriters

Credit Suisse (Australia) Limited Level 41, 101 Collins Street Melbourne, Victoria 3000

and

UBS AG, Australia Branch 8 Exhibition Street Melbourne, Victoria 3000

AI assistant

MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2015

65396_rns_2015-02-17_bba149d6-da66-4723-8384-70e7ee785725.pdf

RETAIL OFFER DOCUMENT

M ne Pharma Gr Limited ay oup

Retail Offer Document in relation to an underwritten pro-rata nonrenounceable Retail Entitlement Offer

Important information

K dates ey

Chairman's letter

Dear Shareholder

Entitlement Offer overview

1. Details of the Entitlement Offer

1.1 The Entitlement Offer

Institutional Entitlement Offer

Retail Entitlement Offer

(Eligible Retail Shareholder).

1.2 Purpose of the Entitlement Offer

1.3 Top Up Offer

1.4 Underwriting

1.5 Issue of New Shares

1.6 ASX quotation

1.7 Application Monies

1.8 Market prices for Shares on ASX

1.9 Foreign Shareholders

1.10 Nominees and custodians

1.11 Taxation implications

1.12 Risks

1.13 Regular reporting and disclosure

1.14 Rights and liabilities attaching to New Shares

1.15 Disclaimer

1.16 Financial amounts

1.17 Privacy

1.18 Broker Handling Fee

1.19 Governing Law

2. Required Actions

2.1 Eligible Retail Shareholders – Australia and New Zealand

Mail

BPAY®

2.2 Payment

Eligible Retail Shareholders may pay through BPAY®

2.3 Applying for additional shares under Top Up Offer

2.4 Declining all or part of your Entitlement

2.5 Non Eligible Foreign Shareholders

2.6 Warranties made on acceptance of Retail Entitlement Offer

2.7 Refunds

2.8 Withdrawals

2.9 Confirmation of your application and managing your holding

ASX Announcements and Investor Presentation

Additional information

3. Capital structure

3.1 Effect of the Entitlement Offer on capital structure

3.2 Financial effect of the Entitlement Offer and Placement

3.3 Impact on control

3.4 Directors and sub-underwriting

4. Risk factors

4.1 Introduction

4.2 New Zealand Shareholders

5. Eligible Retail Shareholders

6. Not investment advice or financial product advice

7. Foreign jurisdictions

United States

New Zealand

8. Taxation

8.1 Income tax

Issue of Entitlements

Exercise of Entitlements

Lapse of Entitlements

8.2 New Shares and Additional New Shares

Taxation of income for Eligible Retail Shareholders

Taxation of disposals for Eligible Shareholders

Taxation of a return of capital by the Company

8.3 Goods and Services Tax and Stamp Duty

9. Underwriting

10. Financial data

11. Information availability

12. Forward-looking statements and future performance

13. Past performance

Glossary

Cor rate Director po y

Directors

MAYNE PHARMA GROUP LIMITED Capital/Financing Update 2015