MAYNE PHARMA GROUP LIMITED — Major Shareholding Notification 2017

Mar 12, 2017

15 July 2001

		COL 2011	m	и

Form 605 Corporations Act 2001 Section 6718

Notice of ceasing to be a substantial holder MAYNE PHARMA GROUP LIMITED To Company Name/Scheme ACN/ARSN 115 832 963 1. Details of substantial holder (1) YARRA CAPITAL MANAGEMENT HOLDINGS PTY LTD ACN 614 782 795 (YOMH); YARRA MANAGEMENT NOMINEES PTY LTD ACN 616 681 008 (YMN); AA AUSTRALIA FINCO PTY LTD ACN 614 781 172 (FINCO); TA SP
AUSTRALIA TOPCO PTY LTD ACN 612 486 452 (TOPCO); TA UNIVERSAL INVESTMENT HOLDINGS LTD Name (UNIVERSAL) ACN/ARSN (if applicable) See above The holder ceased to be a 9/3/2017 substantial holder on The previous notice was given to the company on $9/3/2017$ $9/3/2017$ The previous notice was dated 2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevent interest (2) of the substantial holder or an associate (3) in voting securities of the company or acheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Dato of change	Person whose rolevant interest changed	Nature of change $(4)$	iConsideration lgiven in relation to change (5)	Class (6) and number of securities affected	Person's voles affected
--------- ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . REFER TO ANNEXURE A Communications . _________

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

-44.65 rcable Namo and I ACN/ARI onoli …nder i _ _ ---- -----	4. L., J. C. J. WARRENA BRAIN WARRANT TO THE PIPE ' association Natur. and provide construction ---
NIA .	N٨ .

Addresses Λ.

The addresses of persons named in this form are as follows:
Name	Address
__ YCMH	LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000
iymin'	LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000
FINCO	58 GIPPS STREET, COLLINGWOOD VICTORIA 3066
ITOPCO	58 GIPPS STREET, COLLINGWOOD VICTORIA 3086
IUNIVERSAL	SRD FLOOR, DEVONSHIRE HOUSE 1 MAYFAIR PLACE, LONDON W1J IBAJ, UNITED KINGDOM

Signature

	print name BARRY WHITEHEAD	capacity	COMPANY SECRETARY
sign here	مصهرر	dale	13 MARCH 2017

ATTACHMENT A

Form 605 - Notice of ceasing to be a substantial holder

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Consideration

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company
or scheme, since the substantial holder was last required

		Consideration		Class and number of Securities
	Date of Change	Transaction Type	Cash. (per share)	Non-cash (per share)	Class	Number
	9/03/2017	, Change in client investment mandate	Nil	Nil	Ordinary Fully Paid Shares	2,373,237

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DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
  trustee of an aquity trust), the names could be included in an ann $(1)$ 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 4 of the form.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(4)$ Include details of:
• $(a)$ 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
• 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 $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relavant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(4)$ 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.
• $\langle 6 \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• $(7)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.