MAYNE PHARMA GROUP LIMITED - AGM Information 2012

Notice of aNNual geNeral meetiNg Mayne PharMa GrouP LiMited aCn 115 832 963

Date: 9 noveMber 2012 time: 10aM Place: Minter eLLison, LeveL 23 525 CoLLins street MeLbourne, viCtoria 3000

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

Notice of aNNual geNeral meetiNg

an annual general meeting of shareholders of Mayne Pharma Group Limited (Company) will be held at the office of Minter ellison, Level 23, 525 Collins street, Melbourne, victoria, 3000 at 10am (Melbourne time) on Friday, 9 november 2012.

BusiNess

1. fiNaNcial statemeNts aND rePorts

to receive and consider the directors’ report, Financial statements and the independent auditors report for the year ended 30 June 2012.

2. electioN of Directors

resolution 1 – re-election of mr roger corbett, ao

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

‘that Mr roger Corbett ao, who retires by rotation, being eligible and having signified his candidature for office, be and is re-elected as a director.’

Mr Corbett will vacate the chair while the meeting considers his re-election under resolution 1

resolution 2 – re-election of the Hon. ronald Best

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

‘that the hon. ron best, who retires by rotation, being eligible and having signified his candidature for office, be and is re-elected as a director.’

resolution 3 – election of mr Phillip (Phil) Hodges

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

‘that, subject to completion of the acquisition of Metrics, inc. ( metrics ), Mr Phil hodges, being eligible and having signified his candidature for office, be and is elected as a director.’

3. remuNeratioN rePort

resolution 4 – remuneration report (Non binding advisory vote)

to consider and, if thought fit, pass the following non binding resolution:

‘that the remuneration report that forms part of the directors’ report of the Company for the financial year ended 30 June 2012 be adopted.’

note: this resolution is advisory only and does not bind the Company.

4. emPloyee share oPtioN PlaN

resolution 5 – approval of the company’s employee share option plan

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

‘that, for the purpose of asX Listing rule 7.2 (exception

9(b)) and for all other purposes, approval be given for the employee share option plan described in the explanatory memorandum accompanying and forming part of this notice of Meeting.’

note: refer to voting exclusions on this resolution.

5. PlacemeNts

resolution 6 - ratification of placement announced on 4 october 2012

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 7.4 and for all other purposes, the placement of an aggregate of 45,271,569 shares at $0.20 per share to institutional investors announced by the Company on 4 october 2012 is ratified by the shareholders of the Company on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

resolution 7 - approval of placement to certain metrics, inc. shareholders and institutional investors

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 7.1 and for all other purposes, the shareholders approve the allotment and issue of up to 111,072,122 shares to selected shareholders of Metrics, inc. and institutional investors at a subscription price of $0.20 per share on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

resolution 8 - approval of placement to a director, Bruce mathieson and/or his nominees

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 10.11 and for all other purposes, the shareholders approve the allotment and issue of up to 15,220,878 shares to bruce Mathieson, being a director of the Company and/or his nominees at a subscription price of $0.20 per share on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

resolution 9 - approval of placement to a director, Scott richards and/or his nominees

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 10.11 and for all other purposes, the shareholders approve the allotment and issue of up to 2,500,000 shares to scott richards, being a director of the Company and/or his nominees at a subscription price of $0.20 per share on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

resolution 10 - approval of placement to a director, roger corbett and/or his nominees

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 10.11 and for all

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

other purposes, the shareholders approve the allotment and issue of up to 1,676,319 shares to roger Corbett, being a director of the Company and/or his nominees at a subscription price of $0.20 per share on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

resolution 11 - approval of potential issue of Shares under additional retail offer

to consider and, if thought fit, to pass (with or without modification) the following ordinary resolution:

‘For the purposes of asX Listing rule 7.1 and for all other purposes, the shareholders approve the potential allotment and issue of up to 112,500,000 shares to retail shareholders under the additional retail offer on the terms and conditions set out in the explanatory information accompanying this notice of Meeting.’

by order of the board

Date 9 october 2012

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Signed

Name Mark Cansdale, Company secretary

Proxies aND shareholDer iNformatioN

imPortaNt : shareholders are urged to direct their proxy how to vote by clearly marking the relevant box for each item on the proxy form.

Proxies

a shareholder entitled to attend and vote at the meeting has the right to appoint a person (who does not need to be a shareholder of the Company) as the shareholder’s proxy to attend and vote at the meeting.
if a shareholder is entitled to cast two or more votes they may appoint two proxies (but no more) provided that an appointment of two proxies will have no effect unless each proxy is appointed to represent a specified proportion of the shareholder’s voting rights aggregating to no more than 100% of that shareholder’s voting rights. if the shareholder appoints two proxies, neither proxy may vote on a show of hands.
the proxy form must be signed by the shareholder or their attorney. Proxies given by corporations must be signed by a director and company secretary or two directors or a sole director/secretary or its duly authorised attorney.
Proxy forms and any authorities (or certified copies of those authorities) under which they are signed must be delivered in person, by mail or by fax to the Company’s share registry (see details below) no later than 48 hours before the meeting, being 10am Wednesday, 7 november 2012. Further details are contained on the proxy form.
relevant custodians may lodge their proxy forms online by visiting www.intermediaryonline.com.
if the proxy form is signed but is blank in all other material respects, it will be taken to mean that it is in favour of the Chairman of the meeting for full voting rights and the Chairman will vote in favour of the item on a poll.
a proxy may decide whether to vote on any motion, except where the proxy is required by law, the asX Listing rules or the Constitution to vote, or abstain from voting, in their capacity as proxy. if a proxy is directed to vote on an item of business, the proxy may vote on that item only in accordance with the direction. if a proxy is not directed how to vote on an item of business, the proxy may vote as they think fit.
amendments to the Corporations act 2001 (Cth) ( corporations act ) have been made recently which apply to proxy voting. shareholders and their proxies should be aware of these changes to the Corporations act, as they will apply to this meeting. broadly, the changes mean that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chairman of the meeting, who must vote as the proxies as directed.
a proxy form accompanies this notice of Meeting.
the proxy form accompanying this notice contains detailed instructions regarding how to complete the proxy form if a shareholder wishes to appoint the Chairman as his or her proxy. you should read those instructions carefully.
by appointing the Chairman of the meeting as your proxy in relation to resolution 4 you expressly authorise the Chairman to vote in favour of resolution 4 unless:
(a) you direct the Chairman to vote against or to abstain from voting on the resolution; or
(b) you are a member of the KMP.
by appointing the Chairman of the meeting as your proxy in relation to resolution 5 you expressly authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP’s of the Company’s consolidated entity and even if the Chairman has an interest in the outcome of resolution 5 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.
the Chairman of the meeting intends to exercise all available proxies by voting in favour of resolutions 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11.
Proxies may be lodged with Company:
(a) by mail, to Computershare investor services Pty Limited, using the enclosed reply envelope to: Postal address GPo box 242 Melbourne viC 3001
(b) by facsimile:
- (within australia) 1800 783 447
- • (outside australia) +61 3 9473 2555
enquiries can be made at 1300 850 505 (within australia)

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

or +61 3 9415 4000 (outside australia) between 8.30am and 5.30pm (Melbourne time), Monday to Friday.

eNtitlemeNt to vote

the Company has determined that a person’s entitlement to vote at the annual General Meeting will, in accordance with the Corporations act, be the entitlement of that person set out in the register of shareholders as at 7:00 pm Wednesday, 7 november 2012. this means that any shareholder registered at 7:00 pm on Wednesday, 7 november 2012 is entitled to attend and vote at the annual General Meeting.

votiNg iN PersoN or By attorNey

shareholders or their attorneys wishing to vote in person should attend the annual General Meeting. Persons are asked to arrive at least 30 minutes prior to the commencement of the annual General Meeting so that their shareholding may be checked against the relevant register and their attendance noted.
attorneys should bring with them the original or a certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting, unless it had already been provided to Computershare investor services Pty Limited.

votiNg By corPorate rePreseNtative

Corporate shareholders or corporate proxies voting by corporate representatives should:
(a) obtain an appointment of corporate representative from Computershare investor services Pty Limited;
(b) complete and sign the form in accordance with the instructions on it; and
(c) bring the completed and signed form with them to the relevant meeting.

exPlaNatory iNformatioN

1. fiNaNcial statemeNts aND rePorts

at the annual General Meeting, shareholders will be given an opportunity to ask questions and comment on the directors’ report, Financial statements and independent auditor’s report for the financial year ended 30 June 2012.

shareholders who have elected not to receive a hard copy of the Company’s 2012 annual report, can view or download a copy from the Company’s website at www. maynepharma.com.

the Company’s auditors will be present at the meeting and be available to answer questions as to the conduct of the audit and the auditor’s report.

shareholders should note that the sole purpose of tabling the directors’ report, Financial statements and independent auditor’s report of the Company at the annual General Meeting is to provide shareholders with the opportunity to ask questions or discuss matters

arising from them. it is not the purpose of the meeting that the directors’ report, Financial statements and independent auditor’s report be accepted, rejected or modified in any way. Further, as it is not required by the Corporations act, no resolution to adopt, receive or consider the Company’s directors’ report, Financial statements and independent auditor’s report will be put to shareholders at the meeting.

2. electioN of Directors – resolutioNs 1, 2 aND 3

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 Mr scott richards the Ceo/Managing director) must retire from office and seek re-election.

subject to the completion of the acquisition of Metrics ( acquisition ), it is proposed that Mr Phil hodges ( Metrics President) be appointed to the board.

details regarding the acquisition are set out in the announcement and accompanying investor presentation and offer document for the Company’s accelerated nonrenounceable entitlement offer.

resolution 1 – roger corbett, ao

resolution 1 seeks approval for the re-election of Mr roger Corbett, ao as a director with effect from the end of the annual General Meeting.

Mr roger Corbett, ao was appointed to the board on 17 november 2010 and he became Chairman on 27 January 2011.

Mr roger Corbett, ao has been involved in the retail industry for more than 40 years. in 1984, Mr roger Corbett, ao joined the board of david Jones australia as a director of operations and in 1990 was appointed to the board of Woolworths Limited and to the position of Managing director of bigW. in 1999, Mr roger Corbett, ao was appointed Chief executive officer of Woolworths Limited, from which he retired in 2006. Mr roger Corbett, ao is a director of the reserve bank of australia, a director of Wal-Mart stores, Chairman of Fairfax Media Limited and Chairman of Primeag australia Limited.

resolution 2 – the Hon. ron Best

resolution 2 seeks approval for the re-election of the hon. ron best as a director 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.

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. the hon. ron 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. the hon. ron best is a Consultant

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

to PFd Food services Pty Ltd one of australia’s largest privately owned food service companies.

resolution 3 – Phil Hodges

subject to the completion of the acquisition, resolution 3 seeks approval for the election of Mr Phil hodges as a director with effect from the end of the annual General Meeting.

Mr Phil hodges has been involved in the pharmaceutical industry for over 30 years and founded the Metrics business in 1994. Mr hodges is currently the President of Metrics and responsible for guiding the strategic direction and growth of the company. since 1994, Mr hodges has overseen the transition of Metrics from a start-up analytical laboratory with four employees to a speciality pharmaceutical company with a portfolio of niche generic products and approximately 300 employees. Metrics has been one of the fatest growing pharmaceutical contract development and manufacturing organisations in the us over this time. Prior to starting Metrics, Mr hodges spent 11 years at burroughs Wellcome Co. (which became part of GlaxosmithKline).

Mr hodges is a significant shareholder in Metrics and therefore will receive consideration under the acquisition agreements, including the potential earn-out payments referred to in the announcement and investor presentation regarding the acquisition.

the non candidate directors unanimously recommend that shareholders vote in favour of resolutions 1, 2 and 3.

3. remuNeratioN rePort – resolutioN 4

the board submits its remuneration report to shareholders for consideration and adoption by way of non-binding resolution.

in accordance with section 250r(2) of the Corporations act, the remuneration report is put to shareholders for adoption. the vote on the resolution for adoption of the remuneration report is advisory only and does not bind the directors or the Company. however, under the Corporations act, if at least 25% of the votes cast on the resolution at the annual General Meeting are against adoption of the report, then:

(a) if comments are made on the report at the annual General Meeting, the Company’s remuneration report for the financial year ending 30 June 2013 will be required to include an explanation of the board’s proposed action in response or, if no action is proposed, the board’s reasons for this; and
(b) if, at the Company’s 2013 annual general meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting ( spill meeting ) be called to consider the election of directors of the Company ( spill resolution ). the spill Meeting must be held within 90 days of the date of the 2013 annual general meeting. For any spill resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. if a spill resolution is passed, all of the directors (other than any managing director) will cease to hold office

immediately before the end of the spill Meeting unless re elected at that meeting.

the remuneration report forms part of the directors’ report of the Company’s 2012 annual report, made in accordance with a unanimous resolution of the directors. the remuneration report:

(a) explains the board’s policy for determining the nature and amount of remuneration of a member of the Company’s KMP details of whose remuneration is included in the remuneration report for the year ended 30 June 2012 ;
(b) sets out remuneration details for the KMP;
(c) details and explains any performance conditions applicable to the remuneration of KMP of the Company; and
(d) provides an explanation of share based compensation payments for each member of the KMP of the Company.

a reasonable opportunity will be provided for discussion of the remuneration report at the Meeting.

each of the directors recommends the report to shareholders for adoption.

Voting exclusion Statement

the Company will disregard any votes cast on the proposed resolution for adoption of the remuneration report by or on behalf of:

(a) a KMP; or
(b) a Closely related Party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

however, the Company will not disregard a vote cast by a KMP or Closely related Party of a KMP if it is cast as a proxy and it is not cast on behalf of a KMP or a Closely related Party of a KMP and either:

(c) the proxy is appointed by writing that specifies how the proxy is to vote on the resolution proposed in resolution 4; or
(d) the proxy is the chair of the meeting and the appointment of the chair as proxy does not specify the way the proxy is to vote on resolution 4 and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP of the Company (or the Group).

important for resolution 4

if you are KmP or a closely related Party of KmP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the corporations act.

4. aPProval of the comPaNy’s emPloyee share oPtioN PlaN – resolutioN 5

under resolution 5, the Company is seeking to refresh shareholder approval of the Company’s existing employee share option plan ( esoP ) which was originally approved

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

in 2007 and subsequently approved in october 2009 by shareholders at the Company’s annual general meeting.

as a result of the approval at the Company’s 2009 annual general meeting (which was sought for the purposes of Listing rule 7.2, exception 9), grants of options (and issues of shares on exercise of those options) under the esoP have not been and are not required to be counted in calculating the Company’s 15% issue limit under Listing rule 7.1 for 3 years from the Company’s 2009 annual general meeting.

the effect of the approval sought by resolution 5 will be that options granted (and shares issued on exercise of those options) under the esoP during the 3 years after the date of the annual General Meeting will not be counted as reducing the number of securities which the Company can issue without shareholder approval under the 15% issue limit under Listing rule 7.1.

each of the directors recommends that shareholders vote in favour of resolution 5.

a copy of the esoP is set out in annexure a.

as at the date of this notice of Meeting, 3,200,000 options have been issued under the esoP since the last shareholder approval (28 october 2009), as set out in the table below.

	Number of
	options issued	exercise	expiry
Date	under eSoP	Price	Date
29/10/2009	1,700,000	$0.27	31/12/2012
27/01/2011	1,500,000	$0.352	27/01/2016

Voting exclusion Statement

in accordance with asX Listing rule 14.11, the Company will disregard any votes cast on the resolution by any director (and associates of that person) that will participate under the esoP.

however, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, and the proxy appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP of the Company.

5. ratificatioN of PlacemeNt aNNouNceD oN 4 octoBer 2012 – resolutioN 6

asX Listing rule 7.1 broadly precludes the Company issuing securities representing more than 15% of its issued capital in any 12 month period unless the Company obtains shareholder approval. as part of the Company’s capital raising as announced to the asX on 4 october 2012 ( announcement ), the Company placed approximately 15% of its expanded capital (assuming the accelerated nonrenounceable entitlement offer had been made) to certain new and existing shareholders. this placement was within the Company’s capacity under asX Listing rule 7.1 (as amended by a waiver granted by asX).

asX Listing rule 7.4 permits the Company to now seek approval of this placement from shareholders and the effect of ratification will be to restore the Company’s 15% placement capacity ( 15% capacity ).

the securities issued under this placement were all fully paid ordinary shares in the Company ranking equally in all respects with the then issued shares of the Company and were issued to certain new and existing institutional investors on 4 october 2012. the funds raised from this placement were to partly fund the acquisition.

asX Listing rule 7.5 requires the following information to be provided to shareholders in respect of resolution 6 for the purposes of asX Listing rule 7.4:

the number Shares	45,271,569 shares
issued
issueprice	$0.20per share
allottees	the shares were issued and
	allotted to certain new and
	existinginstitutional investors
terms of the Shares	the shares rank equally with the
	existing shares on issue
use or intended use	the funds raised from this
of funds raised	placement were to partly fund
	the acquisition

each of the directors recommends that shareholders vote in favour of resolution 6.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 6 by any person who has participated in this placement or any associate of such a person. however, the Company need not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.

the Company has obtained a waiver from asX Listing rule 14.11 to permit nominees to vote on resolution 6 in respect of shares held for underlying holders who do not participate in the placement.

6. aPProval of PlacemeNt to metrics, iNc. shareholDers aND iNstitutioNal iNvestors - resolutioN 7

asX Listing rule 7.1 requires the prior approval of shareholders in respect of a proposed placement of shares where it will exceed a company’s 15% capacity under asX Listing rule 7.1. Consequently, resolution 7 seeks shareholder approval for the proposed placement of up to 112,372,570 shares at an issue price of $0.20 per share to Metrics shareholders and institutional investors as part of the acquisition.

the funds raised by this placement will be used to set off part of the consideration payable to the Metrics

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

shareholders under the acquisition (so that the Company will not receive funds raised by this component of the placement but will reduce the consideration payable to these Metrics shareholders) and to partly fund the acquisition.

if the acquisition does not complete the proposed issue of placement shares to Metrics shareholders will not occur.

asX Listing rule 7.3 requires that the following information be provided to shareholders in respect of resolution 7 for the purposes of asX Listing rule 7.1:

the maximum	up to111,072,122 shares, of which:
number of Shares	(a) up to 13,525,000 will be issued to certain Metrics shareholders;
	(b) up to 2,500,000 will be issued to
	other Metrics shareholders; and
	(c) 95,047,122 will be issued to
	institutional investors.
issue date	the issue of the placement shares to:
	(a) Metrics shareholders is anticipated
	to take place on completion of the
	acquisition expected to be mid
	november 2012; and
	(b) institutional investors is expected
	to take place as soon as practicable
	after the Meeting,
	but in any event will occur no later
	than 3 months after the date of the
	Meeting
issueprice	$0.20per share
allottees	the shares will be issued and allotted to
	Metrics shareholders and institutional
	investors
terms of the	the shares will rank equally with the
Shares	existingshares on issue
use or	the funds will be used to set off part of
intended use	the consideration payable to the Metrics
of funds raised	shareholders under the acquisition and
	topartlyfund the acquisition
allotment Date	the shares will be allotted
	progressively, some as soon as
	practicable after the Meeting and the
	rest on completion of the acquisition
	and, in any event, no later than 3 months
	after the date of the Meeting

each of the directors recommends that shareholders vote in favour of resolution 7.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 7 by any person who intends to participate in this placement being the Metrics shareholders and institutional investors ( Persons ) or any associate of such Persons. however, the Company need not disregard a vote if:

(a) it is cast by a Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

the Company has obtained a waiver from asX Listing rule 14.11 to permit nominees to vote on resolution 7 in respect of shares held for underlying holders who do not participate in the placement.

7. aPProval of PlacemeNt to a Director, Bruce mathiesoN aND/or his NomiNees – resolutioN 8

asX Listing rule 10.11 requires a listed company to obtain shareholder approval prior to the issue of securities to a related party of the Company, which includes a director. if resolution 8 is passed, bruce Mathieson, a director of the Company, and/or his nominees, will be issued shares in conjunction with the placements proposed under resolutions 7 and 9 for the purposes of partly funding the acquisition.

before completion of the placement the subject of resolution 8, bruce Mathieson’s shareholding (including through his related entities) in the Company was approximately 8.8%.

bruce Mathieson has agreed to:

(a) take up his full entitlement under the accelerated non-renounceable entitlement offer;
(b) take up the further shares the subject of resolution 8 to maintain his (and his related entities) approximately 8.81% interest in the Company; and
(c) sub-underwrite the accelerated non-renounceable entitlement offer up to $a5.4 million on customary terms and for a fee of 1.5% of the amount actually sub-underwritten by him.

bruce Mathieson’s obligations to sub-underwrite will cease if the underwriting agreement is terminated.

as a result of his potential sub-underwriting, bruce Mathieson’s (including through his related entities) shareholding in the Company may increase from approximately 8.8% to up to 14.5% after completion of the capital raising referred to in the announcement (excluding the issue of any shares under the additional retail offer).

if approval is given by shareholders under asX Listing rule 10.11, approval is not required under asX Listing rule 7.1 for the issue of shares to bruce Mathieson and/ or his nominees.

asX Listing rule 10.13 requires that the following information be provided to shareholders in respect of resolution 8 for the purposes of approval under asX Listing rule 10.11:

the maximum	up to 15,220,878 shares
number of Shares
issue date	the issue of the shares is
	anticipated to take place as soon
	as reasonable practicable after
	the Meeting but in any event will
	occur no later than 1 month after
	the date of the Meeting
issueprice	$0.20per share

(b) it is cast by the person chairing the meeting as proxy

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allottees	the shares will be issued and
	allotted to bruce Mathieson (a
	director of the Company) and/or
	his nominees
terms of the Shares	the shares will rank equally with
	the existingshares on issue
use or intended use	the funds raised from this issue
of funds raised	of shares will be used to partly
	fund the acquisition

each of the directors (other than bruce Mathieson) recommends that shareholders vote in favour of resolution 8.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 8 by any person who intends to participate in the issue of shares being bruce Mathieson and/or his nominees ( Persons ) or any associate of those Persons. however, the Company need not disregard a vote if:

(a) it is cast by a Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.

8. aPProval of PlacemeNt to a Director, scott richarDs aND/or his NomiNees – resolutioN 9

asX Listing rule 10.11 requires a listed company to obtain shareholder approval prior to the issue of securities to a related party of the Company, which includes a director. if resolution 9 is passed, scott richards, a director of the Company, and/or his nominees, will be issued shares in conjunction with the placement proposed under resolutions 7 and 8 for the purposes of partly funding the acquisition.

before completion of the placement the subject of resolution 9, scott richards’ shareholding in the Company was approximately 0%.

scott richards has agreed to take up the further shares the subject of resolution 9.

if approval is given by shareholders under asX Listing rule 10.11, approval is not required under asX Listing rule 7.1 for the issue of shares to scott richards and/or his nominees.

asX Listing rule 10.13 requires that the following information be provided to shareholders in respect of resolution 9 for the purposes of approval under asX Listing rule 10.11:

the maximum up to 2,500,000 shares number of Shares

issue date the issue of the shares is anticipated to take place as soon as reasonable practicable after the Meeting but in any event will occur no later than 1 month after the date of the Meeting

issueprice	$0.20per share
allottees	the shares will be issued and
	allotted to scott richards (a
	director of the Company) and/or
	his nominees
terms of the Shares	the shares will rank equally with
	the existingshares on issue
use or intended use	the funds raised from this issue
of funds raised	of shares will be used to partly
	fund the acquisition

each of the directors (other than scott richards) recommends that shareholders vote in favour of resolution 9.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 9 by any person who intends to participate in the issue of shares being scott richards and/or his nominees ( Persons ) or any associate of those Persons. however, the Company need not disregard a vote if:

(a) it is cast by a Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.

9. aPProval of PlacemeNt to a Director, roger corBett aND/or his NomiNees – resolutioN 10

asX Listing rule 10.11 requires a listed company to obtain shareholder approval prior to the issue of securities to a related party of the Company, which includes a director. if resolution 10 is passed, roger Corbett, a director of the Company, and/or his nominees, will be issued shares in conjunction with the placement proposed under resolutions 7, 8 and 9 for the purposes of partly funding the acquisition.

roger Corbett has agreed to:

(a) take up his full entitlement under the accelerated nonrenounceable entitlement offer; and
(b) take up the further shares the subject of resolution.

if approval is given by shareholders under asX Listing rule 10.11, approval is not required under asX Listing rule 7.1 for the issue of shares to roger Corbett and/or his nominees.

asX Listing rule 10.13 requires that the following information be provided to shareholders in respect of resolution 10 for the purposes of approval under asX Listing rule 10.11:

the maximum	up to 1,676,319 shares
number of Shares
issue date	the issue of the shares is
	anticipated to take place as soon
	as reasonable practicable after
	the Meeting but in any event will
	occur no later than 1 month after
	the date of the Meeting

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

issueprice	$0.20per share
allottees	the shares will be issued and
	allotted to roger Corbett (a
	director of the Company) and/or
	his nominees
terms of the Shares	the shares will rank equally with
	the existingshares on issue
use or intended use	the funds raised from this issue
of funds raised	of shares will be used to partly
	fund the acquisition

each of the directors (other than roger Corbett) recommends that shareholders vote in favour of resolution 10.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 10 by any person who intends to participate in the issue of shares being roger Corbett and/or his nominees ( Persons ) or any associate of those Persons. however, the Company need not disregard a vote if:

(a) it is cast by a Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.

important for resolutions 7, 8, 9 and 10

if shareholders do not approve resolutions 7,8, 9 and 10, the Company will need to consider alternatives to fund the balance of the purchase price for the acquisition, including by making further placements and/or obtaining further debt.

a condition to drawing down on the Company’s proposed new debt facility is that equity funding be obtained to fund the acquisition, which includes the placements the subject of resolutions 7, 8, 9 and 10.

accordingly, if alternative funding cannot be obtained by the Company for the acquisition, a break fee of us$1,300,000 may be payable by the Company to Metrics if shareholders do not approve resolutions 7, 8, 9 and 10.

if the acquisition does not complete for any reason, the Company will consider options in relation to the use of the funds raised under the Company’s capital raising set out in the announcement, including use of the funds for general corporate purposes or return of the funds to shareholders.

10. aPProval of PoteNtial issue of shares uNDer the aDDitioNal retail offer - resolutioN 11

asX Listing rule 7.1 requires the prior approval of shareholders in respect of a proposed issue of shares where it will exceed a company’s 15% capacity under asX Listing rule 7.1. Consequently, resolution 11 seeks shareholder approval for the potential issue of up to 112,500,000 shares at an issue price of $0.20 per share to retail shareholders under the additional retail offer.

to the extent that eligible retail shareholders under the entitlement offer have applied for an amount of additional shares under the “top up offer” (relating to the entitlement offer) of up to an additional 1.13 times their entitlement ( Pro rata Participation amount ) and had such application scaled back. the additional retail offer is proposed to enable them to subscribe for their Pro rata Participation amount. the maximum amount which may be raised by the additional retail offer is approximately a$22.5m or 112,500,000 shares and the conduct of it is subject to obtaining any necessary regulatory approvals.

any funds raised under the additional retail offer will be used to partly fund the acquisition of Metrics, reduce the Company’s debt and for the working capital needs of the Company.

asX Listing rule 7.3 requires that the following information be provided to shareholders in respect of resolution 11 for the purposes of asX Listing rule 7.1:

the maximum	up to 112,500,000 shares
number of Shares
issue date	the issue of the shares will take
	place if required within 3 months
	after the date of the Meeting
issueprice	$0.20per share
allottees	the shares will be issued and
	allotted to retail shareholders
	who participate in any additional
	retail offer
terms of the Shares	the shares will rank equally with
	the existingshares on issue
use or intended use	any funds raised will be used
of funds raised	to partly fund the acquisition of
	Metrics, reduce the Company’s
	debt and for the working capital
	needs of the Company
allotment Date	any shares will be allotted no
	later than 3 months after the
	date of the Meeting

each of the directors recommends that shareholders vote in favour of resolution 11.

Voting exclusion Statement

the Company will disregard any votes cast on resolution 11 by any person who intends to participate in this share issue ( Persons ) or any associate of such Persons. however, the Company need not disregard a vote if:

(a) it is cast by a Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting 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.

the Company has obtained a waiver from asX Listing rule 14.11 to permit nominees to vote on resolution 11 in respect of shares held for underlying holders who do not participate in the placement.

the additional retail offer will only be undertaken

Mayne PharMa LiMited - nOtice Of annuaL GeneraL MeetinG

11. BoarD recommeNDatioN

you are urged to consider carefully all of this material, determine how you wish to vote and cast your vote accordingly.

the board unanimously recommends that shareholders vote in favour of all resolutions.

Further, the board has been informed that Mr bruce Mathieson and his related entities (holding in aggregate approximately 8.8% of the shares), dr roger aston and his related entities (holding in aggregate approximately 5.9% of the shares) and Mr richard smith (holding approximately 4% of the shares) intend to vote their shareholdings in favour of all resolutions in which they are eligible to vote.

entitlement offer means the Company’s one for one pro-rata accelerated non-renounceable entitlement offer as disclosed in the announcement.

explanatory memorandum means the explanatory memorandum attaching to and forming part of the notice of Meeting.

KmP means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or indirectly. KMP personnel include its directors and certain senior executives.

Notice of meeting means this notice of meeting and explanatory Memorandum.

resolution a resolution referred to in this notice of Meeting.

share means a fully paid ordinary share in the Company.

glossary

in this booklet:

additional retail offer has the meaning given in the announcement.

announcement has the meaning given on page 6.

shareholder or member means a holder of at least one share.

underwriters means Credit suisse (australia) Limited and ubs aG, australia branch.

underwriting agreement means the agreement dated 4 october 2012 entered into by the Company with the underwriters who have agreed to underwrite the accelerated non-renounceable entitlement offer.

annual general meeting or meeting means the annual general meeting of the Company to be held on 9 november 2012 at 10am at Minter ellison, Level 23, 525 Collins street, Melbourne, victoria, 3000.

annual report means the annual report of the Company in respect of the financial year ending 30 June 2012.

Board means the board of directors of the Company or, where the relevant powers or authorities delegated by the board to a sub committee of the board, that sub committee.

chairman means the chairman of the board.

closely related Party means any of the following:

(a) a spouse, child or dependant of the member;
(b) a child or dependant of the member’s spouse;
(c) anyone else who is one of the member’s family and may be expected to influence, or be influenced by, the member in the member’s dealings with the Company;
(d) a company the member controls; or
(e) a person prescribed by regulations (as at the date of this notice, no additional persons have been prescribed by regulation)

company means Mayne Pharma Group Limited aCn 115 832 963.

constitution means the constitution of the Company.

corporations act means the Corporations act 2001 (Cth) and includes any regulations made under that act and any exemption or modification to that act which applies to the Company.

Director means a director of the Company as at the date of this explanatory Memorandum.

Annexure A:

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

1.	OBJeCT	OBJeCT	12
	1.1	object of Plan	12
	1.2	outline of Plan	12
2.	eLIGIBILITY		12
	2.1	determination of eligibility	12
	2.2	Relevant considerations	12
3.	InVITATIOnS		12
	3.1	invitations	12
	3.2	directors	12
	3.3	Content of invitation	12
	3.4	accompanying documents	12
	3.5	Copy of Rules	12
	3.6	Price information	12
	3.7	share limit	13
4.	renunCIATIOn OF InVITATIOnS In FAVOur OF
	nOMInee		13
5.	APPLICATIOnS		13
	5.1	application	13
	5.2	Rules	13
	5.3	Grant and Certifcate	13
6.	TrAnSFer		13
	6.1	no transfer	13
	6.2	death or mental incapacity	13
	6.3	termination of employment	13
	6.4	no additional rights	13
7.	exerCISe		14
	7.1	exercise	14
	7.2	other options	14
	7.3	notice	14
	7.4	Payment	14
	7.5	issue	14
	7.6	share issued upon exercise of option	14
	7.7	lapse	14
	7.8	Balance certifcate	14
	7.9	listing on asX	14

8.	ADJuSTMenTS	ADJuSTMenTS	14
	8.1	Rights/entitlements issues	14
	8.2	new issues	14
	8.3	Pro rata bonus issues	14
	8.4	sub-division or consolidation	15
	8.5	Return of capital	15
	8.6	Cancellation of capital that is lost	15
	8.7	Pro rata cancellation of capital	15
	8.8	General reorganisation	15
	8.9	Cumulative adjustments	15
	8.10	Rounding	15
	8.11	notice of adjustment	15
	8.12	listing Rules	15
9.	AMenDMenT OF THe PLAn		15
	9.1	Consistency with trading Rules	15
	9.2	By the Committee	15
	9.3	hardship	16
	9.4	listing Rules	16
10.	ADMInISTrATIOn		16
	10.1	Board	16
	10.2	Committee	16
	10.3	disputes	16
11.	DurATIOn		16
	11.1	discretionary	16
	11.2	suspension	16
	11.3	no prejudice	16
12.	nOTICeS AnD COrreSPOnDenCe		16
	12.1	to the Company	16
	12.2	to a holder or Participant	16
13.	GenerAL		16
	13.1	Governing law	16
	13.2	no interest in shares	16
14.	InTerPreTATIOn		16
	14.1	Rules for interpreting this document	16
	14.2	Business days	17
15.	DeFInITIOnS		17

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

RULES OF THE MAYNE PHARMA GROUP LIMITED EMPLOYEE SHARE OPTION PLAN

1. OBJeCT

1.1 Object of Plan

the Mayne Pharma Group limited employee share option Plan is to assist in the recruitment, reward, retention and motivation of employees and officers of the Group.

1.2 Outline of Plan

under this Plan, the Board or Committee may issue to eligible Persons options to acquire shares for an exercise Price and on conditions fixed by the Board or Committee on grant of the options.

2. eLIGIBILITY

2.1 Determination of eligibility

the Committee may from time to time in its absolute discretion decide:

(a) whether it is appropriate for an eligible Person to participate in the Plan;
(b) (whether or not the eligible Person is already a holder) the number of options the eligible Person is to be invited to apply for at any time;
(c) the exercise Conditions (if any), Vesting Period (if any) and exercise Period to apply to the options the eligible Person is to be invited to apply for; and
(d) the exercise Price for each option, but the exercise Price must not be less than either:
(i) the Minimum Price; or
(ii) the Market Price of 1 share at the date the Committee decides to invite the eligible Person to apply for the option.

2.2 relevant considerations

in deciding the matters in clause 2.1, the Committee must consider:

(a) the eligible Person’s position with the Group and the services provided to the Group by the eligible Person;
(b) the eligible Person’s record of employment or service with the Group;
(c) the eligible Person’s potential contribution to the growth of the Group; and
(d) any other matters which tend to indicate the eligible Person’s merit.

3.2 Directors

the Committee may only invite a director, or an associate of a director (within the meaning given by Part 1.2 division 2 of the Corporations act 2001), to apply for an option as permitted by the listing Rules.

3.3 Content of invitation

the Committee must specify in the invitation:

(a) the Participant;
(b) the number of options the Participant is invited to apply for;
(c) the amount (if any), not exceeding for each option the lesser of 1 cent or 1% of the exercise Price, payable by the Participant (or his Permitted nominee) as consideration for the options and the payment terms including any circumstances in which the Company must refund some or all of that amount);
(d) for each option, the exercise Price, Vesting Period, option Period and any exercise Conditions;
(e) the closing date for applying for each option;
(f) how the Participant is to apply for the option; and
(g) how the Company will during the option Period, within a reasonable time after a request by the holder, inform the holder of the current market price of shares.

3.4 Accompanying documents

the Committee must include with the invitation described in clause 3.3:

(a) a copy, or a summary, of these Rules; and
(b) an acceptance form.

3.5 Copy of rules

if the invitation is not accompanied by a copy, or a summary, of these Rules, the Company must undertake in the invitation that during the option Period, within a reasonable period of the holder so requesting, the Company will provide the holder without charge with a copy, or a summary, of these Rules.

3.6 Price Information

the Company must undertake in the invitation that during the option Period, within a reasonable period of the holder so requesting, the Company will make available to the holder the current market price of shares.

3. InVITATIOnS

3.1 Invitations

the Committee may from time to time invite an eligible Person to apply for options.

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

3.7 Share Limit

the Committee must not invite an application for an option or grant an option if that would exceed the share limit. the share limit is exceeded if (disregarding any share or option for a share offered or issued to a person situated at the time of receipt of the offer or invitation outside australia or by way of an offer or invitation which does not need disclosure because of section 708 of the Corporations act 2001) the aggregate of the following exceeds 5% of the total number of issued shares:

(a) the number of shares the subject of the option for which the Committee proposes inviting on application, or which the Committee proposes to grant;
(b) the number of shares which would be issued if all options were exercised;
(c) the number of shares which would be issued if all other offers or invitations or options to acquire unissued shares pursuant to this Plan or any other employee share scheme (as defined in the Corporations act 2001) extended only to employees (excluding directors) of the Company and of any associated Company were accepted or exercised;
(d) the number of shares issued during the previous 5 years pursuant to this Plan; and
(e) the number of shares issued during the previous 5 years pursuant to any other employee share scheme (as defined in the Corporations act 2001) extended only to employees (excluding directors) of the Company and of any associated Company.

4. renunCIATIOn OF InVITATIOnS In FAVOur OF nOMInee

upon receipt of an invitation to apply for options, a Participant may by notice in writing to the Committee nominate a nominee in whose favour the Participant wishes to renounce the invitation. the Committee may, in its absolute discretion, resolve not to allow such renunciation of the invitation in favour of a nominee without giving any reason for such decision. if the Committee resolves to allow such renunciation of the invitation in favour of a nominee (“ Permitted nominee ”) then the Permitted nominee will be issued options subject to these Rules and the Participant must, without limiting any provision in these Rules, ensure that the Permitted nominee complies with these Rules.

5. APPLICATIOnS

5.1 Application

a Participant or his Permitted nominee applying for an option under an invitation made under clause 3 must on or before the closing date stated in the invitation (or any later date the Company allows for that application only, or for some or all applications):

(b) execute the acceptance form, or arrange for the execution of the acceptance form on its behalf, and deliver it to the Committee.

5.2 rules

By accepting the invitation to apply for the option, the Participant or, if applicable, his Permitted nominee, agrees to be bound by this Plan.

5.3 Grant and Certificate

upon receipt of a duly completed acceptance form, the Company must:

(a) grant the option to the Participant or his Permitted nominee; and
(b) issue the holder an option Certificate for the option.

6. TrAnSFer

6.1 no transfer

each option is personal to the holder and is not transferable, transmissible, assignable or chargeable, except in accordance with clause 6.2 or clause 6.3, or with the prior written consent of the Committee.

6.2 Death or mental incapacity

With the written approval of the Committee which it may give or withhold in its absolute discretion, an option may (but only at a time permitted by the approval and in accordance with any conditions specified in the approval) be exercised by the legal personal representatives of a holder who dies before the end of the option Period or whose estate becomes liable before the end of the option Period to be dealt with under the laws relating to mental health.

6.3 Termination of employment

if the Participant ceases to be an eligible Person at any time after the Vesting Period and before the end of the option Period, the Committee may in its absolute discretion (on any conditions which it thinks fit) decide that the option held by that Participant (or, where applicable, his Permitted nominee) does not lapse under clause 7.7(d) but lapses instead at the time and on the conditions it specifies by notice to the holder. in making a decision under this clause, the Committee may consider any relevant matter (for example, whether the Participant ceased to be an eligible Person by reason of retirement, ill-health, accident or redundancy).

6.4 no additional rights

the Plan does not give any person any additional rights to compensation or damages as a result of the termination of employment or appointment.

(a) do what is specified in the invitation to apply for the option; and

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

7. exerCISe

7.1 exercise

the holder may exercise an option only:

(a) during an exercise Period;
(b) by doing during that exercise Period everything required by clause 7.3; and
(c) by at the same time either:
(i) exercising all the options which the holder is then entitled to exercise; or
(ii) exercising a number of options such that the Company will issue a minimum number of shares that the Committee has determined, or a multiple of that number.

7.2 Other Options

the exercise of an option does not prevent the exercise of any other option.

7.3 notice

to exercise an option, the holder must give to the Company a notice specifying that it exercises the option accompanied by:

(a) the option Certificate; and
(b) payment of the full amount of the exercise Price by cheque made out in favour of the Company.

7.4 Payment

exercise of an option is only effective when the Company receives full value for the full amount of the exercise Price in cleared funds.

7.5 Issue

not more than 10 Business days after the exercise of an option becomes effective, the Company must issue to the holder the share the subject of the option.

7.6 Share issued upon exercise of Option

the share issued on exercise of an option:

(a) is subject to the constitution of the Company; and
(b) ranks equally in every way (including for dividends for which entitlement is determined after the issue) with those then issued fully paid shares whose holders are entitled to participate in full in any dividend.

7.7 Lapse

(c) subject to clause 6.2, if the Participant ceases to be an eligible Person during the Vesting Period;
(d) subject to clauses 6.2 and 6.3, if the Participant ceases to be an eligible Person after the Vesting Period and the Participant or, if appropriate, his Permitted nominee, does not exercise the option within 30 Business days after that happens;
(e) if the Committee becomes aware of circumstances which, in the reasonable opinion of the Committee indicate that the Participant has acted fraudulently, dishonestly or in a manner which is in breach of his or her obligations to the Company or any associated Company and the Committee (in its absolute discretion) determines that the option held by the Participant or, where appropriate, his Permitted nominee lapses; or
(f) if the Company commences to be wound up.

7.8 Balance certificate

if the holder exercises less than all of the options in an option Certificate, the Committee must issue to the holder an option Certificate for the remaining options.

7.9 Listing on ASx

When the option is exercised, the Company must apply to asX (and any other stock exchange on which the shares are quoted) for, and will use its best endeavours to obtain, quotation for the share to be issued to the holder on exercise of the option.

8. ADJuSTMenTS

8.1 rights/entitlements issues

if after the Vesting Period but during the option Period of an option, the Company makes a pro rata offer or invitation to holders of shares or other securities of the Company or any other entity, the Company must give the holder notice not less than 9 Business days before the Record date to determine entitlements to receive that offer or invitation to enable the holder to exercise the option and receive that offer or invitation in respect of the share issued on exercise of the option.

8.2 new issues

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 in schedule 2.

each option lapses:

8.3 Pro rata bonus issues

(a) on exercise of the option under clause 7.3;
(b) if the option has not been exercised at the end of the option Period;

if during the option Period the Company makes a pro rata bonus issue to holders of shares and an option is not exercised before the Record date to determine entitlements to that bonus issue, the number of

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

securities to be issued on exercise of the option is the number of shares before that bonus issue plus the number of securities which would have been issued to the holder if the option had been exercised before that Record date.

8.4 Sub-division or consolidation

if during the option Period the Company subdivides or consolidates its shares, the options must be subdivided or consolidated (as the case may be) in the same ratio as the shares and the exercise Price must be amended in inverse proportion to that ratio.

8.5 return of capital

if during the option Period the Company makes a return of capital, the number of options remains the same, and the exercise Price of each option is reduced by the same amount as the amount returned in relation to each share.

8.6 Cancellation of capital that is lost

if during the option Period the Company makes a cancellation of any paid up share capital that is lost or not represented by available assets, the number of options and the exercise Price of each option is unaltered.

8.7 Pro rata cancellation of capital

if during the option Period the Company reduces its issued share capital on a pro rata basis, the number of options must be reduced in the same ratio as the shares and the exercise Price of each option must be amended in inverse proportion to that ratio.

8.8 General reorganisation

if during the option Period the Company reorganises its issued share capital in any way not contemplated by this clause 7, the number of options or the exercise Price, or both, must be reorganised so that the holder will not receive a benefit that holders of shares do not receive.

8.12 Listing rules

an adjustment must not be made under this clause 8 unless it is consistent with the listing Rules. the Company may amend the terms of any option, or the rights of any holder under this Plan, to comply with the listing Rules applying at the time to any reorganisation of capital of the Company.

9. AMenDMenT OF THe PLAn

9.1 Consistency with Trading rules

if the Company is either (or both) admitted to the official list of the asX or a member of Chess, the following provisions apply (unless the asX or the sCh waives the relevant trading Rule in writing).

(a) despite anything contained in this Plan, if the trading Rules prohibit an act being done, the act must not be done.
(b) nothing in this Plan prevents an act being done that the trading Rules require to be done.
(c) if the trading Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
(d) if the trading Rules require this Plan or the terms of the issue of the options to contain a provision and they do not contain such a provision, this Plan or the terms of issue of the options (as the case may be) are taken to contain that provision.
(e) if the trading Rules require this Plan or the terms of the issue of the options not to contain a provision and they contain such a provision, this Plan or the terms of issue of the options (as the case may be) are taken not to contain that provision.
(f) if any provision of this Plan or the terms of the issue of the options are or become inconsistent with the trading Rules, this Plan or the terms of issue of the options (as the case may be) are taken not to contain that provision to the extent of the inconsistency.

8.9 Cumulative adjustments

each adjustment under clauses 8.1 to 8.8 must be made for every unexercised option every time the relevant clause applies during the option Period.

8.10 rounding

until an option is to be exercised, all calculations adjusting the number of shares or the exercise Price must be carried out to include all fractions, but on exercise the number of shares issued is rounded down to the next lower whole number and the exercise Price rounded up to the next higher cent.

9.2 By the Committee

subject to clause 9.4, the Committee may by resolution:

(a) amend this Plan or all or any of the rights or obligations of the Participants or holders; and
(b) formulate (and subsequently amend) special terms and conditions, in addition to those set out in this Plan, to apply to Participants or holders who are employed in, resident in, or citizens of, a particular jurisdiction.

8.11 notice of adjustment

the Company must give notice to holders of any adjustment to the number, description or items of security which are to be issued on exercise of an option or to the exercise Price, and must do so in accordance with any applicable listing Rules. this notice may be in the form of a revised option Certificate.

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

9.3 Hardship

the Committee may, if it reasonably forms the opinion that the operation of any term of an option or of this Plan is or may be unfair, harsh or unconscionable for any Participant or holder in the circumstances relating to that Participant or holder, alter, amend or vary that term or its operation by notice in writing to the affected Participant or holder.

12. nOTICeS AnD COrreSPOnDenCe

12.1 To the Company

any notice given by or correspondence from a holder or Participant to the Company or the Committee in connection with the Plan is only effective if it is in writing, signed and given at or sent to the principal place of business of the Company, or any other address of which the Company gives notice.

9.4 Listing rules

the Committee must comply with any restrictions or procedural requirements under the listing Rules for amending an employee incentive scheme or for amending the terms of issued options, unless those restrictions or requirements are expressly or impliedly relaxed or waived by the asX or any of its delegates generally, or in a particular case or class of cases.

12.2 To a Holder or Participant

any notice given by or correspondence from the Company or the Committee to a holder or Participant in connection with the Plan must be in writing and must be given or made by a person authorised by the Committee on behalf of the Company or the Committee to the place of employment of the holder or Participant or to the last address of that person given to the Company.

10. ADMInISTrATIOn

13. GenerAL

10.1 Board

the Board may manage and administer the Plan for the Company and has all powers necessary to do so.

10.2 Committee

the Board may delegate management and administration of the Plan to a committee of the Board formed under the constitution of the Company. the Board may direct the Committee how to exercise any of its discretions under these Rules or the Plan and the Committee must comply with any direction of the Board.

10.3 Disputes

any dispute or difference of any nature arising in relation to the Plan must be referred to the Committee. the Committee’s decision on that dispute or difference is final and binding on the Company, the Participants and the holders in all respects.

13.1 Governing law

(a) this Plan is governed by the law in force in Western australia.
(b) the Company and each holder and Participant submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western australia and any court that may hear appeals from any of those courts, for any proceedings in connection with this Plan, and waive any right they might have to claim that those courts are an inconvenient forum.

13.2 no interest in Shares

a holder has no interest in a share the subject of an option unless and until that share is issued to the holder on exercise of the option.

14. InTerPreTATIOn

11. DurATIOn

14.1 rules for interpreting this document

11.1 Discretionary

the Plan continues in operation until the Committee decides to end it.

11.2 Suspension

the Committee may suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension.

11.3 no prejudice

if the Plan ends or is suspended for any reason, that does not prejudice the accrued rights of holders or eligible Persons (or their Permitted nominees).

headings are for convenience only, and do not affect interpretation. the following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) a reference to:
(i) legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
(iii) a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
(v) anything (including a right, obligation or concept) includes each part of it.
(b) a singular word includes the plural, and vice versa.
(c) a word which suggests one gender includes the other genders.
(d) if a word is defined, another part of speech has a corresponding meaning.
(e) if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
(f) a reference to “ dollars ” or “ $ ” is to australian currency.
(g) the words “ subsidiary ”, “ holding company ” and “ related body corporate ” have the same meanings as in the Corporations act 2001.

14.2 Business Days

if the day on or by which a person must do something under this document is not a Business day:

(a) if the act involves a payment that is due on demand, the person must do it on or by the next Business day; and
(b) in any other case, the person must do it on or by the previous Business day.

15. DeFInITIOnS

in these Rules, the following definitions apply.

“ Acceptance Form ” means the form for the acceptance of an invitation to apply for options as set out in schedule 1 or in such other form as approved by the Committee from time to time.

“ Associated Company ” means:

(a) any company that is a related body corporate of the Company; or
(b) any company in which the Company has 20% or more of the Voting Power.
“ ASx ” means australian stock exchange limited.

“ Bid Period ” has the same meaning as in section 9 of the Corporations act 2001.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a “business day” under the listing Rules.

“ Change in Control ” means:

(a) a person’s Voting Power in the Company increases from less than 30% to 30% or more; or
(b) a person’s Voting Power in the Company decreases from 30% or more to less than 30%; or
(c) the Board resolving that it considers that a person who previously had not been in a position to do so, is in the position, directly or indirectly, and either alone or with associates, to remove one-half or more of the directors.

“ Change in Control Period ” means, in relation to a Change in Control, the 20 Business days after the day on which the Change in Control occurred.

“ CHeSS ” means the Clearing house electronic subregister system operated by asX settlement and transfer Corporation Pty limited.

“ Committee ” means the Board or, if the Board delegates to a committee under clause 10.2, that committee.

“ Company ” means Mayne Pharma Group limited aCn 115 832 963.

“ Director ” means a director of the Company.

“ eligible Person ” means any:

(a) officer; or
(b) person employed (full time or part time) by the Company or by associated Company.

“ exercise Condition ” means, for an option, a condition which must be met before the option can be exercised.

“ exercise Period ” means, for an option, each of:
(a) each day after the Vesting Period and before the end of the option Period;
(b) each Bid Period during the option Period regardless of whether the exercise Conditions (if any) applicable to that option have been satisfied or not at the commencement of each Bid Period; and
(c) each Change in Control Period during the option Period.

“ exercise Price ” means the subscription price on exercise of an option fixed for that option under clause 3 (as adjusted under clause 8).

“ Group ” means the Company and all associated Companies.

“ Holder ” means, in relation to an option, the person (whether a Participant or a Permitted nominee) registered as the holder of the option in the Company’s register of option holders.

“ Listing rules ” means the listing rules of asX as they apply to the Company from time to time.

“ Market Price ” of a share, at a particular date, means the price determined by the Committee to be the weighted average closing price of shares sold on asX on the 5 trading days immediately preceding that date (but if no shares were sold on asX during that 5 day period the Market Price of a share is to be the amount determined by the Committee to be equal to the closing price of shares sold on asX on the last trading day on which shares were traded).

“ Minimum Price ” means the amount prescribed by the listing Rules as the minimum price for options (if any).

“ Officer ” means any director (including a non-executive

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

director) or company secretary of the Company or of an associated Company.

“ Option ” means an option to subscribe under this Plan for 1 fully paid share (as adjusted under clause 8).

“ Option Certificate ” means the certificate issued by the Company to a holder for an option, such certificate to be substantially in the form set out in schedule 3, or in such other form as the Board may decide from time to time.

“ Option Period ” means, for an option, the period starting on the date on which the Company grants the option and ending on the date specified in the invitation to apply for that option.

“ Participant ” means any eligible Person who the Committee has decided to invite to apply for options under the Plan.

“ Permitted nominees ” is defined in clause 4.

“ Plan ” means these Rules and the Mayne Pharma Group limited employee share option Plan established in accordance with this document.

“ record Date ” has the meaning given by the listing Rules.

“ rules ” means the rules of the Mayne Pharma Group limited employee share option Plan established in accordance with this document.

“ SCH ” means the body corporate acting as the securities clearing house under the Corporations act 2001.

“ Share ” means an ordinary share in the Company.

“ Trading rules ” means the listing Rules, any other rules of the asX applying to the Company while it is admitted to the official list of the asX, and the sCh business rules as amended or replaced from time to time.

“ Vesting Period ” means, for an option, the period of 1 year after the date of grant or another period fixed by the Committee (for all options or for particular options).

“ Voting Power ” has the same meaning as in section 610 of the Corporations act 2001.

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

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Mayne Pharma Group Limited level 14, 474 flinders street, Melbourne, Victoria, 3000, australia Telephone: +61 3 8614 7777 Facsimile: +61 3 9614 7022 Website: www.maynepharma.com

Mayne Pharma Group Limited ABN 76 115 832 963

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 [For your vote to be effective it must be received by 10:00am (Melbourne time) on] Wednesday, 7 November 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Your secure access information is:

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Mayne Pharma Group Limited hereby appoint

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the Chairman of the meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Mayne Pharma Group Limited to be held at the office of Minter Ellison, Level 23, 525 Collins Street, Melbourne on Friday, 9 November 2012 at 10:00am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where l/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), l/we expressly authorise the Chairman to vote in accordance with the Chairman's voting intentions on Items 4 and 5 (except where l/we have indicated a different voting intention below) and acknowledge that the Chairman may exercise my/our proxy even though Items 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel (which includes the Chairman) and with respect to Items 4 and 5, even if the Chairman of the Meeting has an interest in the outcome of Items 4 and 5 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Important Note: lf the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 4 and 5 by marking the appropriate box in step 2 below.

Items of Business

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

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Item 1 Re-election of Item 7 Approval of placement to certain
Mr Roger Corbett AO Metrics, Inc. shareholders and
institutional investors
Item 2 Re-election of
The Hon. Ronald Best
Item 8 Approval of placement to a
director, Mr Bruce Mathieson
Item 3 Election of Mr Phil Hodges
Item 9 Approval of placement to a director,
Mr Scott Richards
Item 4 Remuneration Report (Non
binding advisory vote) Item 10 Approval of placement to a
Item 5 Approval of the Company's director, Mr Roger Corbett
employee share option plan
Item 11 Approval of potential issue of
Item 6 Ratification of placement shares under Additional Retail Offer
announced on 4 October 2012
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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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1 5 5 8 6 1 A

M Y X

AI assistant

MAYNE PHARMA GROUP LIMITED — AGM Information 2012

65396_rns_2012-10-08_bcc139ff-6e79-43d4-b8bc-c92e71f8f142.pdf

Notice of aNNual geNeral meetiNg

BusiNess

1. fiNaNcial statemeNts aND rePorts

2. electioN of Directors

resolution 2 – re-election of the Hon. ronald Best

3. remuNeratioN rePort

4. emPloyee share oPtioN PlaN

5. PlacemeNts

resolution 6 - ratification of placement announced on 4 october 2012

resolution 7 - approval of placement to certain metrics, inc. shareholders and institutional investors

resolution 8 - approval of placement to a director, Bruce mathieson and/or his nominees

resolution 9 - approval of placement to a director, Scott richards and/or his nominees

resolution 10 - approval of placement to a director, roger corbett and/or his nominees

resolution 11 - approval of potential issue of Shares under additional retail offer

Proxies aND shareholDer iNformatioN

Proxies

eNtitlemeNt to vote

votiNg iN PersoN or By attorNey

votiNg By corPorate rePreseNtative

exPlaNatory iNformatioN

1. fiNaNcial statemeNts aND rePorts

2. electioN of Directors – resolutioNs 1, 2 aND 3

resolution 1 – roger corbett, ao

resolution 2 – the Hon. ron Best

resolution 3 – Phil Hodges

3. remuNeratioN rePort – resolutioN 4

Voting exclusion Statement

important for resolution 4

4. aPProval of the comPaNy’s emPloyee share oPtioN PlaN – resolutioN 5

Voting exclusion Statement

5. ratificatioN of PlacemeNt aNNouNceD oN 4 octoBer 2012 – resolutioN 6

Voting exclusion Statement

6. aPProval of PlacemeNt to metrics, iNc. shareholDers aND iNstitutioNal iNvestors - resolutioN 7

Voting exclusion Statement

7. aPProval of PlacemeNt to a Director, Bruce mathiesoN aND/or his NomiNees – resolutioN 8

Voting exclusion Statement

8. aPProval of PlacemeNt to a Director, scott richarDs aND/or his NomiNees – resolutioN 9

Voting exclusion Statement

9. aPProval of PlacemeNt to a Director, roger corBett aND/or his NomiNees – resolutioN 10

Voting exclusion Statement

important for resolutions 7, 8, 9 and 10

10. aPProval of PoteNtial issue of shares uNDer the aDDitioNal retail offer - resolutioN 11

Voting exclusion Statement

11. BoarD recommeNDatioN

glossary

Annexure A:

Rules of the Mayne PhaRMa GRouP liMited eMPloyee shaRe oPtion Plan

CONTENTS

RULES OF THE MAYNE PHARMA GROUP LIMITED EMPLOYEE SHARE OPTION PLAN

1. OBJeCT

1.1 Object of Plan

1.2 Outline of Plan

2. eLIGIBILITY

2.1 Determination of eligibility

2.2 relevant considerations

3.2 Directors

3.3 Content of invitation

3.4 Accompanying documents

3.5 Copy of rules

3.6 Price Information

3. InVITATIOnS

3.1 Invitations

3.7 Share Limit

4. renunCIATIOn OF InVITATIOnS In FAVOur OF nOMInee

5. APPLICATIOnS

5.1 Application

5.2 rules

5.3 Grant and Certificate

6. TrAnSFer

6.1 no transfer

6.2 Death or mental incapacity

6.3 Termination of employment

6.4 no additional rights

7. exerCISe

7.1 exercise

7.2 Other Options

7.3 notice

MAYNE PHARMA GROUP LIMITED AGM Information 2012