MAYNE PHARMA GROUP LIMITED — Major Shareholding Notification 2012

Nov 7, 2012

Form 604

Corporations Law

Section 671B

Notice of change of interests of substantial holder

То	Company Name/Scheme	MAYNE PHARMA GROUP LIMITED
	ACN/ARSN
1.	Details of substantial holder (1)
Name		Watermark Funds Management
ACN/ARSN (if applicable)		105 845 970
There was a change in the interests of the substantial holder on		07/11/12
٥n	The previous notice was given to the company	19/10/12
	The previous notice was dated	16/10/12

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
------------	Person's voles	Voting power (5) .	Person's voles	Voting power (5)
FPO	19,594,390	8.67%	19,594,390	5.61%
		ويمثلون
	.

*BASED ON ISSUED CAPITAL OF 349,577,657 SHARES

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting
securities of the company or scheme, since the substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in reletion to change (7)	Class and number of securities affected	Person's votes affected
07/11/12	Dilution of holdings

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

See Schedule	Person's votes

SYD4_137740_1 (W97)

Schedule 1 - Change in substantial holdings in Mayne Pharma Group Limited
Watermark Funds Management/Australian Leaders Fund Limited

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Details of relevant interests

Holder of relevant interest	Nature of relevant interest		Class and number of securities
Watermark Funds Management	superannuation trusts, managed investment advisers of superannuation funds, pooled schemes and investment management discretionary investment managers or exercise vote and/or dispose of the securities as Power to (or to control) lagreements.		19,594,390 Fully paid ordinary shares
Holder of relevant Interest	securities Registered Holder of	Person entitled to be registed as holder	Nature of relevant Interest	Class and no. of securities	Persons votes

Holder of relevant Interest	securities Registered Holder of	Person entitled to be registed as holder	Nature of relevant Interest	Class and no. of securities	Persons votes
Australian Leaders Fund Limited	JBS Nominees Ltd	JBS Nominees Ltd	Investment Manager	19,312,949	19,312,949
Watermark Funds Management	JBS Nominees Ltd	UBS Nominees Ltd	Investment Manager	281,441	281,441

$d_{\mu}^{\rm dip}$

$\frac{1}{2}$

Changes in association 5.

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) ---------	. -------------------------------------- Nature of association
Not Applicable
______ ---- -------
---------------------------------------

Addresses 6.

The addresses of persons named in this form are as follows:

Name	The search and the con- Address
Australian Leaders Fund Limited	Level 11, 139 Macquarie Street, Sydney NSW 2000 .
Watermark Funds Management	Level 11, 139 Macquarie Street, Sydney NSW 2000

Signature

print name	Justin Braitling	capacity	Director
sign here	オフィティー	date	08/11/12
	DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $(1)$ corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form. 합변
• (2) See the definition of 'associate' in section 9 of the Corporations Law.
• (3) See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Law.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Law.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(7)$ was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit Is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write unknown'.
• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.