MAYNE PHARMA GROUP LIMITED — Share Issue/Capital Change 2014

Dec 21, 2014

22 December 2014

The Manager Company Notices Section ASX Limited Level 45, South Tower, Rialto Towers 525 Collins Street MELBOURNE VIC 3000

Via E-Lodgement

Dear Sir/Madam

Employee Share Loan Scheme – Amendment to previously issued shares

A recent review of the Company’s Employee Share Loan Scheme noted a mistake in relation to the calculation of the option value by the independent valuers of the escrowed shares issued to the CEO and Group CFO on 4 December 2014 and 9 September respectively. The CEO should have been issued with 3,823,529 and Group CFO with 1,092,063.

The following Appendix 3B contains the amended shares that should have been issued previously.

If you have any queries, please do not hesitate to contact the writer

Yours faithfully, Mayne Pharma Group Limited

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Group CFO and Company Secretary

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Mayne Pharma Group Limited ( Company )

ABN 76 115 832 963

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	ORDINARY SHARES
	1,497,576ordinary shares
	Issue of escrowed ordinary shares to the CEO and Group CFO subject to the terms of the Mayne Pharma Group Employee Share Loan Scheme 1,388,371shares issued to CEO at an issue price of $0.6815, with an expiry date of 5 January 2020. 109,205 shares issued to Group CFO at an issue price of $0.7636, with an expiry date of 9 October 2019.

• See chapter 19 for defined terms.

Appendix 3B Page 2

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	$0.6815 per share (CEO) $0.7636per share(GroupCFO)
	Long term incentive
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 3

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Not applicable.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Number		~~+~~Class
	591,881,071		Fully paid ordinary shares.
	Number	~~+~~Class
	7,500,000 30,750,000 Employee options pursuant to CEO Share Option Plan. Expiring 13 February 2019 exercisable at $0.2608 each. Employee options pursuant to Mayne Pharma Employee Share Option Plan. Refer Appendix 1 for detail.

• See chapter 19 for defined terms.

Appendix 3B Page 4

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 5

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 6

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 7

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	~~+~~Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 22 December 2014 (Director/Company secretary)

Print name: Mark Cansdale

• See chapter 19 for defined terms.

Appendix 3B Page 9

MAYNE PHARMA GROUP LIMITED APPENDIX 1 – EMPLOYEE OPTIONS ISSUED UNDER EMPLOYEE SHARE OPTION PLAN

Expiry date	Exercise Price	Employee options	Employee options	Total number of shares under option
		Vested	Unvested
27/1/2016	$0.2678	950,000		950,000
15/3/2016	$0.2500		2,000,000	2,000,000
12/1/2019	$0.3300		12,400,000	12,400,000
26/1/2019	$0.3300		7,600,000	7,600,000
28/3/2019	$0.9119		600,000	600,000
6/5/2019	$0.4100		1,000,000	1,000,000
19/6/2019	$0.8817		600,000	600,000
30/6/2019	$0.9304		1,000,000	1,000,000
1/7/2019	$0.4300		1,000,000	1,000,000
2/7/2019	$0.9225		400,000	400,000
1/8/2019	$0.8553		200,000	200,000
28/8/2019	$0.8798		600,000	600,000
21/10/2019	$0.7039		400,000	400,000
11/11/2019	$0.7763		1,000,000	1,000,000
30/11/2019	$0.7870		1,000,000	1,000,000
**Total **		950,000	29,800,000	30,750,000

• See chapter 19 for defined terms.

Appendix 3B Page 10