MAYNE PHARMA GROUP LIMITED — AGM Information 2007

Oct 18, 2007

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HALCYGEN PHARMACEUTICALS LIMITED

ACN 115 832 963

NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM AND PROXY FORM

Date of Meeting: 20 November 2007

Time of Meeting: 10:00am

Place of Meeting: Batman’s Hill on Collins 623 Collins Street Melbourne, Victoria Australia

NOTICE OF GENERAL MEETING

Notice is hereby given that an Annual General Meeting of the shareholders of HalcyGen Pharmaceuticals Limited ( HalcyGen or the Company ) will be held at the Batman’s Hill on Collins, 623 Collins Street , Melbourne, Victoria on 20 November 2007 at 10:00am (Eastern Standard Time).

In accordance with Regulation 7.11.37 of the Corporations Act 2001, the directors have determined that, for the purpose of voting at the meeting, members are those persons who are the registered holders of Shares at 10:00am (Eastern Standard Time) on 18 November 2007.

BUSINESS

1. Reports

To consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2007.

2. Resolution 1 - Re-election of The Hon Ronald Best as a director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" To re-elect The Hon Ron Best, a director of the Company, who automatically retires in accordance with rule 3.6 of the Company’s constitution and, being eligible, offers himself for re-election. "

3. Resolution 2 - Re-election of Mr Ian Scholes as a director of the Company

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" That Mr Ian Scholes, a director who, having been appointed since the last General Meeting of shareholders, retires in accordance with rule 3.3 of the Company’s constitution, be re-elected as a director of the Company. "

4. Resolution 3 - Approval of New Issue of Options to New Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for all purposes, subject to the passing of Resolution 2 in this Notice of Annual General Meeting, approval is given for the issue of 250,000 options to new and existing directors, or their respective nominees, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice, as follows:

Director	Number of Options
Mr Ian Scholes	250,000

5. Resolution 4 - Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, pursuant to and in accordance with section 250R(2) of the Corporations Act 2001 (Cth), the Remuneration Report, as contained within the Directors’ Report, be adopted.

2

NOTICE OF GENERAL MEETING

6. Other Business

To consider any other business brought forward in accordance with the Company’s constitution or the law.

By order of the Board

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AARON FINLAY Company Secretary 19 October 2007

3

NOTES

The accompanying Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction with it. Terms defined in the Explanatory Memorandum have the same meaning where used in this Notice of General Meeting.

Voting exclusion statements

The Company will disregard any votes cast on the resolutions by the following persons:

Resolutions	Persons
1 Re-election of The Hon Ron Best as a director of the Company
2 Re-election of Mr Ian Scholes as a director of the Company
3 Approval of New Issue of Options to New Director	Any director of the Company and associates of those directors
4 Remuneration Report

Unless:

• the vote is cast as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form specifying how the proxy is to vote; or

• the vote is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum forms part of the Notice of Annual General Meeting of HalcyGen Pharmaceuticals Limited and has been prepared to provide the shareholders of HalcyGen Pharmaceuticals Limited ( HalcyGen or the Company ) with information in connection with the Annual General Meeting of the Company to be held at the Batman’s Hill on Collins, 623 Collins Street, Melbourne, Victoria at 10:00am (Eastern Standard Time) on 20 November 2007.

The purpose of this Explanatory Memorandum is to provide shareholders with information that the Board of directors of the Company ( Board ) believes to be material to shareholders in deciding whether or not to approve the resolutions. At the Annual General Meeting, shareholders will be asked to consider resolutions approving:

1. Re-election of The Hon Ron Best as a director of the Company; 2. Re-election of Mr Ian Scholes as a director of the Company; 3. Approval of New Issue of Options to New Director; and

2. Remuneration Report;

The resolutions are ordinary resolutions requiring them to be passed by a simple majority of votes cast by shareholders entitled to vote on the resolutions. Further information regarding the resolutions is set out below.

This Explanatory Memorandum is an important document, and should be read in its entirety by all shareholders.

2. Resolution 1 – Re-election of The Hon Ron Best as a director of the Company

Resolution 1 seeks approval for the re-election of The Hon Ron Best as a director of the Company with effect from the end of the Annual General Meeting.

The Board appointed The Hon Ron Best as a director of the Company on 28 July 2006.

Under rule 3.6 of the Company's constitution, at each annual general meeting one third (or if that is not a whole number, the whole number nearest to one third) of the Company's directors (excluding Dr Roger Aston the CEO/Managing Director) must retire from office and seek re-election.

The Hon. Ron Best is a highly respected former member of the Victorian Parliament (1988 to 2002), having held a number of senior positions in the National Party including; Parliamentary Secretary, Shadow Minister for Housing and Spokesman for Health, Housing, Racing, Sport and Recreation. Mr Best has also been a member of various Parliamentary Committees including the Public Accounts and Estimates Committee, the Environmental and Natural Resources Committee and a Board Member of the Victorian Health Promotion Foundation. Prior to his political career Mr Best was the owner of a successful food distribution business and General Manager of the Glacier Food Group. Mr Best is a Consultant to PFD Food Services Pty Ltd one of Australia’s largest privately owned food service companies.

The Board (excluding The Hon Ron Best) recommends that shareholders vote in favour of resolution 1.

3. Resolution 2 – Re-election of Mr Ian Scholes as a director of the Company

Resolution 2 seeks approval for the re-election of Mr Ian Scholes as a director of the Company with effect from the end of the Annual General Meeting. The Board appointed Mr Ian Scholes as a director of the Company on 16 October 2007.

Under rule 3.3 of the Company’s constitution, the Board may appoint a person to be a director of the Company at any time except during a general meeting. Any director so appointed automatically retires at the next General Meeting and is eligible for reelection at that meeting.

Mr Ian Scholes has extensive financial and corporate advisory experience, both in Australia and internationally. Mr Scholes has held senior roles within Merrill Lynch Australia, most recently as Vice Chairman of Investment Banking and continues to have an ongoing advisory role. Previously Mr Scholes has held the position of Executive General Manager in National Australia Bank running their corporate and institutional banking division and senior roles within Citibank.

Mr Scholes is currently a partner and Chief Executive Officer of Chord Capital Pty Ltd, a Director of St Vincent’s Health and is Chairman of St Vincent’s Foundation.

The Board (excluding Mr Ian Scholes) recommends that shareholders vote in favour of resolution 2.

4. Resolution 3 – Approval of New Issue of Options to Directors

Resolution 3 seeks approval for the issue of 2,500,000 Options to the following directors or their nominees.

Director	Number of
	Options
Mr Ian Scholes	250,000

The Board proposes to issue a total of 250,000 Options to Directors, subject to the passing of Resolution 2 of this Notice of Meeting by shareholders.

The Board considers that the issue of Options is a reasonable method of remunerating

employees and directors while preserving the Company’s cash reserves.

The Options are being issued to assist the Company to attract and keep new directors of the calibre of Mr Scholes. Whilst it is acknowledged that the granting of Options to non-executive directors may not be appropriate for all companies, the Board considers the grant to be reasonable in the circumstances, given the Company's size and stage of development and the necessity to attract the highest calibre of professionals to the role, whilst maintaining the Company's cash reserves.

The Options will be issued for no consideration, with an exercise price of $0.60, representing a 20% premium to the IPO Share price prior to the date of the Notice of Meeting. The Options may be exercised in the period of 4 years from vesting. The Options will vest 12 months after their date of issue for non-executive directors.

The Options will be issued shortly after the Meeting.

A summary of the general terms and conditions of the Options is set out as Annexure A to this Explanatory Memorandum.

As the Options are being issued for no cash consideration, no funds will be raised from the issue. If the Options are exercised, the proceeds from the exercise will be used to augment the Company's working capital.

5. Resolution 4 – Remuneration Report

Pursuant to section 250R(2) of the Corporations Act 2001, a resolution adopting the Remuneration Report contained within the Directors’ Report must be put to the vote.

Shareholders are advised that pursuant to section 250R(3) of the Corporations Act, this resolution is advisory only and does not bind the directors or the Company.

The Remuneration Report is set out within the Directors’ Report of the Company’s 2007 Annual Report. The Remuneration Report:

• explains the Board’s policy for determining the nature and amount of remuneration of directors and senior executives of the Company;

• sets out remuneration details for each director, the most highly remunerated Company executive and the five most highly remunerated group executives of HalcyGen Pharmaceuticals Limited;

• details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company; and

• provides an explanation of share based compensation payments for each director and senior executive of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

6. Undirected Proxies

The Chairman of the meeting intends to use any undirected proxies held by him to vote at the meeting in favour of each of the resolutions referred to above.

7. Definitions

ASX means the Australian Securities Exchange operated by ASX Limited.

Board means the board of directors of the Company.

Company means HalcyGen Pharmaceuticals Limited, ACN 115 832 963.

Listing Rules means the Listing Rules of ASX.

Options means options to subscribe for Shares.

Ordinary Shares or Shares means fully paid ordinary shares in the Company.

ANNEXURE A

SUMMARY OF TERMS AND CONDITIONS OF OPTIONS

1. The Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.

2. All Shares issued on the exercise of the Options will rank equally in all respects with the Company's then existing fully paid ordinary Shares.

3. The Options are not transferable, and will not be quoted on ASX. If the Company's ordinary Shares have been admitted to quotation by ASX, the Company must apply to ASX within 10 business days after the date of issue for all Shares issued pursuant to the exercise of Options to be admitted to quotation.

4. Holders may only participate in new issues of securities to holders of ordinary Shares in the Company if an Option has been exercised and Shares issued in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least 9 business days' notice to holders of any new issue before the record date for determining entitlements to that issue in accordance with the Listing Rules.

5. If, after the vesting period and before the end of the Option period the Company gives holders of Shares the right (pro rata with existing shareholdings) to subscribe for additional securities and the Option is not exercised in time to enable the holder to obtain the Share issued on exercise of the Option with the right to subscribe for additional securities, the exercise price of an Option after the issue of those securities is adjusted in accordance with the formula set out below.

O[1] = O – E [P – (S + D)]

N + 1

Where:

• O[1] = The new exercise price of the Option.

• O = The old exercise price of the Option.

• E = The number of Shares into which an Option is exercisable.

• P = The average closing price (excluding special crossings, overnight sales and exchange traded option exercises) on the Stock Exchange Automated Trading System provided for the trading of securities on ASX of Shares (weighted by reference to volume) during the 5 trading days before the ex rights date or ex entitlements date.

• S = The subscription price for one security under the renounceable rights or entitlements issue.

• D = The dividend due but not yet paid on existing Shares (except those to be issued under the renounceable rights issue or entitlements issue).

• N = Number of Shares with rights or entitlements required to be held to receive a right to one new security.

However, if O[1] under this formula is less than the Minimum Price (under the Listing Rules), the new exercise price of the Option is to be equal to the Minimum Price (under the Listing Rules).

1. If there is a bonus issue to the holders of Ordinary Shares in the Company, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the bonus issue.

2. If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options are to be treated in the manner set out in the Listing Rules applying to reorganisations of capital at that time.

HalcyGen Pharmaceuticals Limited ABN 76 115 832 963

All correspondence to:

Halcygen Pharmaceuticals Limited Level 10, 470 Collins Street Melbourne Victoria 3000 Australia Enquiries (within Australia) (03) 8614 7777 (outside Australia) 61 3 8614 7777 Facsimile 61 3 9614 7022 www.halcygen.com

000001 000 HGN MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234567890 I ND

I/We being a member/s of HalcyGen Pharmaceuticals Limited and entitled to attend and vote hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of HalcyGen Pharmaceuticals Limited to be held at the Batman's Hill on Collins, 623 Collins Street, Melbourne, Victoria on Tuesday, 20 November 2007 at 10:00am (AEST) and at any adjournment of that meeting.

IMPORTANT: FOR ITEM 4 BELOW

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 4 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4.

For Against Abstain*

• Item 2 Re-election of The Hon Ronald Best as a Director of the Company

• Item 3 Re-election of Mr Ian Scholes as a director of the Company

• Item 4 Approval of New Issue of Options to New Director

Item 5 Remuneration Report

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.

H G N

5 P R

HGN_PROXY_151504/000001/000001/i

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company’s Share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (c) return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's Share registry or at www.computershare.com .

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 10:00am (AEST) on Tuesday, 20 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or: IN PERSON Registered Office - Level 10, 470 Collins Street, Melbourne, Victoria 3000 BY MAIL Registered Office - Level 10, 470 Collins Street, Melbourne, Victoria 3000 BY FAX Registered Office - 61 3 9614 7022