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 Fully paid ordinary shares in the Company

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)

30,000 ordinary shares

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

If the additional securities do not rank equally, please state:

x the date from which they do
x the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
x 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 \$0.3127 per share

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
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

Exercise of unlisted options for ordinary shares

Not applicable.

⁺ See chapter 19 for defined terms.

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

Not applicable.

29 February 2016

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
808,126,346 (100,000 shares have been cancelled since the last Appendix 3B)	Fully paid ordinary shares.

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
7,500,000	Employee options pursuant to
	CEO Share Option Plan.
	Expiring 13 February 2019
	exercisable at \$0.2435 each.
26,330,000	Employee options pursuant to
	Mayne Pharma Employee
	Share Option Plan. (Refer
	Appendix 1 for further detail)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable.
-----------------

⁺ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	Not applicable.

12	Is the issue renounceable or non renounceable?	Not applicable.
13	Ratio in which the +securities will be offered	Not applicable.
14	+Class of +securities to which the offer relates	Not applicable.
15	+Record date to determine entitlements	Not applicable.
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable.
17	Policy for deciding entitlements in relation to fractions	Not applicable.
18	Names of countries in which the entity has +security holders who will not be sent new issue documents	Not applicable.
	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	Not applicable.

20	Names of any underwriters	Not applicable.

21	Amount of any underwriting fee or commission	Not applicable.
22	Names of any brokers to the issue	Not applicable.

23	Fee or commission payable to the broker to the issue	Not applicable.

⁺ See chapter 19 for defined terms.

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) Not 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.

01/08/2012 Appendix 3B Page 5

Part 3 - Quotation of securities

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

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: x the date from which they do x the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment x 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) Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in

clause 38)

⁺ See chapter 19 for defined terms.

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.
x The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
x There is no reason why those +securities should not be granted +quotation.
x 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

x 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.
x 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.

Sign here: ............................................................ Date: 29 February ²⁰¹⁶ (Company secretary)

Print name: Mark Cansdale

⁺ See chapter 19 for defined terms.

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

Expiry date	Exercise Price	Vested	Unvested	Total number of shares issued under option
12/01/2019	\$0.3127	4,940,000	4,250,000	9,190,000
26/01/2019	\$0.3127	2,440,000	3,800,000	6,240,000
7/03/2019	\$0.3927		800,000	800,000
28/03/2019	\$0.8946		600,000	600,000
19/06/2019	\$0.8644	120,000	480,000	600,000
30/06/2019	\$0.9131	200,000	800,000	1,000,000
1/07/2019	\$0.4127	200,000	800,000	1,000,000
2/07/2019	\$0.9052	80,000	320,000	400,000
1/08/2019	\$0.8380		200,000	200,000
28/08/2019	\$0.8625	120,000	480,000	600,000
21/10/2019	\$0.6866	80,000	320,000	400,000
11/11/2019	\$0.7590	200,000	800,000	1,000,000
30/11/2019	\$0.7697	200,000	800,000	1,000,000
17/12/2019	\$0.7390	120,000	480,000	600,000
1/02/2020	\$0.6290	540,000	2,160,000	2,700,000
Total		9,240,000	17,090,000	26,330,000

⁺ See chapter 19 for defined terms.

Document No. 7E7663755

Lodgement date/time: 02-02-2016 16:11:53 Reference Id: 93757896

Form 484 Corporations Act 2001

Change to company details

Company details

Company name MAYNE PHARMA GROUP LIMITED Australian Company Number (ACN) 115 832 963

Lodgement details

Who should ASIC contact if there is a query about this form?

Name Mark CANSDALE

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this form is true and complete Name Mark CANSDALE Capacity Secretary Signature

Date signed 02-02-2016

C1 Cancellation of shares

Shares cancellation details
Reason for cancellation ss.257H(3) Share buyback - Other buy-back type. A form 280 or 281 must be lodged at least 14 days, and no more than 1 year before the share buy-back can take place
The cancelled shares are listed below:
Share class code	Number of shares lcancelled	Amount paid (cash or otherwise)
ORD	100000	0.00
Earliest Date of cancellation	$02 - 02 - 2016$

C3 Change to share structure

The updated details for this changed share class are shown in the table below.

Share class	Full title if not standard Total number of		Total amount paid on Total amount unpaid
Icode		Ishares	Ithese shares	lon these shares
ORD	IORDINARY SHARES	1808096346	1163688604.12	10.00

Earliest date of 02-02-2016 change

$\mathbb{N}$

AI assistant

MAYNE PHARMA GROUP LIMITED Share Issue/Capital Change 2016

65396_rns_2016-02-28_253eb6c8-74d2-46af-b73f-97ca14500ff5.pdf

Appendix 3B