MAYNE PHARMA GROUP LIMITED — AGM Information 2008

Oct 19, 2008

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HALCYGEN PHARMACEUTICALS LIMITED

ACN 115 832 963

NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM AND PROXY FORM

Date of Meeting: 21 November 2008

Time of Meeting: 11:00am

Place of Meeting: Stamford Plaza Hotel 111 Little 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 Stamford Plaza Hotel, 111 Little Collins Street , Melbourne, Victoria on 21 November 2007 at 11:00am (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 11:00am (Eastern Standard Time) on 19 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 2008.

2. Resolution 1 - Re-election of Mr Craig Bottomley as a director of the Company

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

" To re-elect Mr Craig Bottomley, 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 - 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.

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 17 October 2008

2

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	Persons	Persons
	1. Re-election of Mr. CraigBottomley as a director ofthe Company
	2. Remuneration

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 Stamford Plaza Hotel, 111 Little Collins Street, Melbourne, Victoria at 11:00am (Eastern Standard Time) on 21 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 Mr Craig Bottomley as a director of the Company; 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 Mr Craig Bottomley as a director of the Company Resolution 1 seeks approval for the re-election of Mr Craig Bottomley as a director of the Company with effect from the end of the Annual General Meeting.

The Board appointed Mr Craig Bottomley as a director of the Company on 28 November 2005.

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.

Mr Craig Bottomley has over 20 years’ experience in establishing and developing commercial ventures. Mr Bottomley has been involved in the manufacturing, importing, exporting and marketing of products for his own companies. He has established national and international sales distribution channels for both locally developed and imported product lines. Regions of commercial activities included the United States of America, the United Kingdom, Hong Kong, Singapore and New Zealand.

After the year 2000, he divested his own company interests to focus on investments in public companies. He has close associations with the share broking industry and also with professional investors. He has been involved in numerous capital raisings and business strategies for listed companies.

The Board (excluding Mr Craig Bottomley) recommends that shareholders vote in favour of resolution 1.

3. Resolution 2 – 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 2008 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.

4. 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.

5. 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.