McMillan Shakespeare Limited : Appendix 3B

Appendix 3B New issue announcement

Appendix 3B

New issue announcement,

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

McMillan Shakespeare Limited

ABN

74 107 233 983
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
Ordinary Shares
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
2,041,529
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)

Exercise 2,041,529 options pursuant to the

Company's employee option plan:

1,209,213 with an exercise price of $4.70 per ordinary share with an expiry date of 30 June 2012, and

212,005 with an exercise price of $3.40 and an expiry date of 24 November 2012; and

570,058 with an exercise price of $4.70 and an expiry date of 24 November 2012, and

50,253 with an exercise price of $4.70 and an expiry date of 14 August 2012.

+ See chapter 19 for defined terms.

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New issue announcement

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
Yes, ranking equally with existing fully paid ordinary shares.
5 Issue price or consideration Nil
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

Exercise of options pursuant to the Company's employee option plan.

7 Dates of entering +securities into uncertificated holdings or despatch of certificates
24 November 2011
8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

+ See chapter 19 for defined terms.

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New issue announcement

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

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

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable.
19 Closing date for receipt of acceptances or renunciations
Not applicable.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
Not applicable.
25 If the issue is contingent on +security holders' approval, the date of the meeting
Not applicable.
26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
Not applicable.
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
Not applicable.
28 Date rights trading will begin (if applicable)
Not applicable.
29 Date rights trading will end (if applicable)
Not applicable.
30 How do +security holders sell their entitlements in full through a broker?
Not applicable.
31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
Not applicable.
32 How do +security holders dispose of their entitlements (except by sale through a broker)?
Not applicable.
33 +Despatch date Not applicable.

+ See chapter 19 for defined terms.

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New issue announcement

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.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which

+quotation is sought

Not applicable.
39 Class of +securities for which quotation is sought
Not applicable.
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
Not applicable.
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)
Not applicable.
42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

+ See chapter 19 for defined terms.

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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 no- one 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.

Sign here: ............................................................Date: 24 November 2011 (Company Secretary)

Print name: Mark Blackburn

+ See chapter 19 for defined terms.

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