MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2012

Oct 11, 2012

REtail OffER Document

offer in relation to an underwritten nonrenounceable Retail entitlement offer of 1 new Share for every 1 existing Share at $0.20 to raise up to $24.7 million.

the Retail entitlement offer opens on 12 october 2012 and closes at 5pm (melbourne time) on

29 october 2012 (unless extended).

this Retail offer Document is an important document and requires your immediate attention. It should be read in its entirety and before you decide whether to participate in the Retail entitlement offer. If you have any questions about any part of the Retail offer Document you should consult your professional adviser.

this document is dated 12 october 2012.

MaynE PhaRMa GROuP liMitEd Acn 115 832 963

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

M ne Pharma Gr Limited ay oup

Retail Offer Document in relation to an underwritten pro-rata nonrenounceable Retail Entitlement Offer

Important information	Important information	3
Key	dates	4
Chairman's letter		5
Entitlement Offer overview		8
1.	Details of the Entitlement Offer	8
2.	Required Actions	12
ASX	Announcements	18
Investor Presentation		28
Additional information		54
3.	Required Actions	54
4.	Risk factors	55
5.	Eligible Retail Shareholders	56
6.	Not investment advice or financial product advice	56
7.	Foreign jurisdictions	57
8.	Taxation	57
9.	Underwriting	59
10.	Financial data	60
11.	Information availability	60
12.	Forward-looking statements and future performance	60
13.	Past performance	61
Glossary		62
Corporate Directory		64

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Important information

The information in this Retail Offer Document is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

This Retail Offer Document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Persons. Neither the Entitlements nor the New Shares have been, or will be, registered under the Securities Act or any securities laws of any state or other jurisdiction of the United States and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This Retail Offer Document may contain certain forward-looking statements . The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan, consider, foresee, aim, will and other similar expressions are intended to identify forward looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company. These factors may include changes in consumer demand for the Company’s products, damage to brands and associated consumer images under which the Company's products are sold, fluctuations in the value of the Australian dollar, damage to the Company's relationships with its customers, suppliers and service providers, a breach by the Company of its debt covenants, increased competition, loss of key personnel, litigation and disputes, counterparty and credit risk, acquisitions and new business, change in operations, interest rate risk, market price fluctuations, general economic conditions, taxation, regulatory issues and changes in law and accounting policies. There can be no assurance that actual outcomes will not differ materially from these statements.

This Retail Offer Document is not financial product or investment advice nor a recommendation to acquire New Shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

The Company is not licensed to provide financial product advice in respect of the Shares.

An investment in the Shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company, including possible loss of income and principal invested. The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. In considering an investment in the Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Retail Offer Document.

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Key dates

This Retail Offer Document is dated 12 October 2012.

The following are key indicative dates relating to the Entitlement Offer.

Activity	Date
Announcement of the equity raising	4 October 2012
Institutional Entitlement Offer opens	4 October 2012
Institutional Entitlement Offer bookbuild, Unconditional Placement and	5 October 2012
Conditional Placement bookbuild closes
Shares recommence trading	8 October 2012
Notice of meeting dispatched to Shareholders	9 October 2012
Retail Entitlement Offer Record Date	7pm Melbourne time 10 October 2012
Retail Entitlement Offer opens	12 October 2012
Retail Offer Document and Application and Entitlement Forms	12 October 2012
dispatched to Eligible Retail Shareholders
Settlement of Shares issued under the Institutional Entitlement Offer and	16 October 2012
Unconditional Placement
Allotment and commencement of trading of Shares issued under the	17 October 2012
Institutional Entitlement Offer and Unconditional Placement
Retail Entitlement Offer closes	5pm Melbourne time 29 October 2012
Settlement of Retail Entitlement Offer	5 November 2012
Allotment of New Shares issued under Retail Entitlement Offer	7 November 2012
Commencement of trading of New Shares issued under Retail	8 November 2012
Entitlement Offer
Annual General Meeting of Shareholders to approve Conditional	9 November 2012
Placements
Settlement of Shares issued under Conditional Placements (except	12 November 2012
Metrics Placement)
Allotment and commencement of trading of New Shares issued under	13 November 2012
the Conditional Placements (except Metrics Placement)
Holdings statements for Conditional Placements dispatched	14 November 2012
Completion of the Metrics acquisition, and settlement, allotment and	Mid November 2012
commencement of trading of New Shares issued under the Metrics
Placement
Additional Retail Offer (if required)	Late November – December 2012

These dates are indicative only and are subject to change. The Company reserves the right to amend this indicative timetable at any time and in particular, subject to the Corporations Act and ASX Listing Rules, to extend the latest date for receipt of Application and Entitlement Forms, to accept late Application and Entitlement Forms either generally or in particular cases, or to cancel the Entitlement Offer without prior notice.

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Chairman's letter

12 October 2012

Dear Shareholder

On behalf of the Directors of Mayne Pharma Group Limited ACN 115 832 963 ( Mayne Pharma or Company ), I am pleased to inform you of the proposed transformation of Mayne Pharma through the acquisition of Metrics, Inc. ( Metrics ), a privately owned US-based contract pharmaceutical development company, which also develops, manufactures and distributes niche generic products. Mayne Pharma has entered into a binding agreement to acquire 100% of Metrics for US$105 million up-front plus earn-out payments of up to US$15 million based on FY13 financial performance. Further details regarding Metrics are set out in the investor presentation released to the market on 4 October 2012 and included in this Retail Offer Document.

The proposed acquisition of Metrics will be funded partly through an underwritten pro-rata accelerated non-renounceable entitlement offer of New Shares ( Entitlement Offer ) which I invite you to participate in.

This acquisition is expected to create Shareholder value over time as the two businesses are highly complementary with a number of benefits for Shareholders, including:

• metrics provides Mayne Pharma with direct access to the world’s largest pharmaceutical market and the ability to distribute Mayne Pharma’s product pipeline directly through Metrics’ established wholesale and retail pharmacy channels enabling the business to capture improved profit margins rather than share these with third party distributors;

• the combined business will have a strengthened and diverse set of revenues and earnings across contract services, proprietary and generic products;

• diversification of the product pipeline will be a major benefit, with the combined businesses having 14 products in development targeting markets with annual sales of US$3.6 billion (IMS Health, MAT Dec 2011);

• the development capabilities of both companies provides the combined business with a much richer range of technology offering to be utilised in developing own products or providing contract / collaborative development services to the pharmaceutical industry;

• the leadership teams of the two businesses are well known to each other and have a history of success in the US generic market;

• there is material upside from cross-selling opportunities such as directly distributing Metrics’ portfolio in Australia and via Mayne Pharma’s distributor network in other international markets; and

• materially accretive to earnings per share on a pro-forma FY13 basis[1] .

The Company will be seeking Shareholder approval to appoint Mr Phillip (Phil) Hodges, the current CEO/President of Metrics, to the Board. Phil brings a wealth of pharmaceutical experience to the Company having founded Metrics in 1994 as a start-up analytical laboratory with four employees and has grown the business into a speciality pharmaceutical company with approximately 300 employees, sales of US$51.6 million and earnings before interest, tax, depreciation and amortisation of US$16.1 million in the year ended 30 June 2012.

1 Earnings per share calculation based on consolidated pro-forma FY13 NPAT forecast of $4.3m and issued shares of 477.2m.

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

This Retail Offer Document relates to the Retail Entitlement Offer. As announced to the ASX on 8 October 2012, the Company has successfully completed the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) and an institutional placement ( Unconditional Placement ). The Institutional Entitlement Offer raised A$5.7 million and the Unconditional Placement raised A$9.1 million, a total of A$14.7 million. The Entitlement Offer is also made in conjunction with further placements (the Conditional Institutional Placement, Metrics Placement, Mathieson Placement, Richards Placement and Corbett Placement) to raise A$25.5 million which are all conditional on Shareholder approval (collectively, Conditional Placements ). Under the retail component of the Entitlement Offer, ( Retail Entitlement Offer ), Eligible Retail Shareholders may apply for up to 1 New Share for every 1 Existing Share held on the Record Date of 7pm (Melbourne time) on 10 October 2012. New Shares issued under the Retail Entitlement Offer will be offered at the issue price of A$0.20 per New Share, representing a 44.4% discount to the closing price of the Shares on ASX on 3 October 2012, which was the last day Shares traded on the ASX before the announcement of the Entitlement Offer, and a 20.3% discount to the theoretical ex-rights price.[2]

You may also apply for Additional New Shares in excess of your Entitlement under the top up offer ( Top Up Offer ) (refer to Section 1.3 of this Retail Offer Document). To the extent that you apply for an amount of Additional New Shares in the Top Up Offer of up to an additional 1.13 times your Entitlement ( Pro Rata Participation Amount ) and have such application scaled back, the Mayne Pharma Board will seek to implement a subsequent offer to you to enable you to subscribe for your full Pro Rata Participation Amount ( Additional Retail Offer ) at the issue price of $0.20 per new share to minimise the proportional dilution to you as a result of the capital raising. The conduct of any such Additional Retail Offer is subject to obtaining any necessary shareholder and regulatory approvals.

The Retail Entitlement Offer will raise approximately A$24.7 million. New Shares issued under the Retail Entitlement Offer will rank equally with Existing Shares.

The closing date for the receipt of Application and Entitlement Forms and Application Monies for the Retail Entitlement Offer is 5pm (Melbourne time) on 29 October 2012. If you decide to take this opportunity to increase your investment in the Company please ensure that, before this time, your completed Application and Entitlement Form and your Application Monies are received by the Share Registry, Computershare Investor Services Pty Limited, or you have paid your Application Monies via BPAY® in accordance with the instructions set out in the enclosed Application and Entitlement Form and Required Actions section of this Retail Offer Document.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

For further information on Metrics, I urge you to read the Investor Presentation which is included on page 28 of this Retail Offer Document and also contains a summary of some of the key risks associated with an investment in the Company.

Further details on the Retail Entitlement Offer are also set out in this Retail Offer Document, which you should read carefully and in its entirety. Additionally, you can call the Share Registry on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia) between 8.30am and 5.30pm (Melbourne time) Monday to Friday.

As you know, my fellow Board members and I are significant shareholders in Mayne Pharma. We will all be participating in the Entitlement Offer and are all fully supportive of the acquisition of Metrics.

2 The theoretical ex-rights price (TERP) is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer and includes the impact of shares issued under all placement components and excluding any Additional Retail Offer. The TERP is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the TERP.

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On behalf of the Board, I thank you for your continued support as a Shareholder and I commend the Retail Entitlement Offer to you.

Yours sincerely

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Roger Corbett, AO, Chairman

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Entitlement Offer overview

1. Details of the Entitlement Offer

1.1 The Entitlement Offer

The Company is conducting an underwritten 1 for 1 pro-rata accelerated non-renounceable Entitlement Offer of New Shares to Shareholders as at the Record Date in Australia or New Zealand at the issue price of A$0.20 per New Share.[3]

Institutional Entitlement Offer

On 8 October 2012, the Company announced that it had successfully completed the institutional component of the Entitlement Offer, the Institutional Entitlement Offer, raising A$5.7 million. Settlement of the Institutional Entitlement Offer is expected to occur on 16 October 2012. Shares to be issued under the Institutional Entitlement Offer are expected to be allotted and commence trading on 17 October 2012.

Retail Entitlement Offer

Each Eligible Retail Shareholder is entitled to subscribe for 1 New Share for every 1 Existing Share held on the Record Date. The Retail Entitlement Offer is non-renounceable. This means that Shareholders who do not take up their Entitlements by 5pm (Melbourne time) on the Closing Date of 29 October 2012, will not receive any payment or value for those Entitlements, and their proportionate equity interest in the Company will be diluted.

The number of New Shares to which you are entitled is shown on the accompanying Application and Entitlement Form. If you have more than one registered holding of shares, you will be sent more than one personalised Application and Entitlement Form and you will have separate Entitlements for each separate holding.

New Shares issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing Shares on issue, including in respect of entitlement to dividends. If you take no action you will not be allocated any New Shares and your Entitlement will lapse.

To qualify for the Retail Entitlement Offer, a Shareholder must:

• (a) be registered as a Shareholder at 7pm (Melbourne time) on the Record Date;

• (b) have an address in Australia or New Zealand as recorded on the Company's share register as at the Record Date;

• (c) not have received an offer (other than as nominee) under the Institutional Entitlement Offer;

• (d) not be in the United States and is not a U.S. Person and is not acting for the account or benefit of a U.S. Person; and

• (e) be eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus, disclosure document, or any lodgement, filing, registration or qualification,

(Eligible Retail Shareholder).

3 The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares.

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

1.2 Purpose of the Entitlement Offer

The proceeds of the Entitlement Offer will be used to fund partly the acquisition by the Company of Metrics, a company incorporated in the United States for a total consideration of approximately US$105 million plus earn out payments of up to US$15 million. Further details regarding Metrics and the acquisition are set out in the Investor Presentation.

1.3 Top Up Offer

Eligible Retail Shareholders are also able to participate in a further discretionary offer of Additional New Shares, being the New Shares that have been initially offered to Eligible Retail Shareholders under the Retail Entitlement Offer and have not been taken up by them. New Shares which might otherwise have been offered to persons outside Australia and New Zealand are not included in the Top Up Offer. In addition:

• (a) the Top Up Offer is only made to Eligible Retail Shareholders who have fully taken up their Entitlements;

• (b) there is no guarantee that any application in the Top Up Offer will be successful and the Directors reserve the right to issue any shortfall by way of the Top Up Offer or by other means and reserve the right to satisfy applications in the Top Up Offer at their sole and complete discretion;

• (c) the Top Up Offer has the same Closing Date;

• (d) the issue price of Additional New Shares under the Top Up Offer is A$0.20 per Additional New Share; and

• (e) the Company will not issue Additional New Shares under the Top Up Offer where to do so would result in a breach of its constitution, the Corporations Act or the ASX Listing Rules.

To the extent that you apply for an amount of Additional New Shares in the Top Up Offer of up to an additional 1.13 times your Entitlement ( Pro Rata Participation Amount ) and have such application scaled back, the Mayne Pharma Board will seek to implement a subsequent offer to you to enable you to subscribe for your full Pro Rata Participation Amount ( Additional Retail Offer ) at the issue price of $0.20 per new share. The conduct of any such Additional Retail Offer is subject to obtaining any necessary shareholder and regulatory approvals.

1.4 Underwriting

The Entitlement Offer is underwritten by Credit Suisse (Australia Limited) and UBS AG, Australia Branch. Please refer to Section 9 of this Retail Offer Document for further details.[ 4]

1.5 Issue of New Shares

New Shares under the Retail Entitlement Offer are expected to be issued on or around 7 November 2012 (subject to variation at the discretion of the Company).

The Company reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims.

4 The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares.

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1.6 ASX quotation

Application for official quotation of New Shares issued under this Retail Offer Document will be made to the ASX within seven days after the date of this Retail Offer Document. If permission for quotation is not granted by ASX, the New Shares will not be issued and Application Monies will be refunded (without interest) as soon as practicable.

1.7 Application Monies

Until New Shares are issued, the Company will hold the Application Monies on trust in a bank account(s) in Australia. The account(s) will be established and kept solely for the purpose of depositing Application Monies and retaining those funds for as long as required under the Corporations Act.

Any interest accrued on Application Monies will be retained by the Company and will not be paid to the relevant Eligible Retail Shareholder, including if the Retail Entitlement Offer is cancelled or withdrawn.

1.8 Market prices for Shares on ASX

The lowest and highest market prices of Shares on ASX during the 3 months immediately preceding the announcement of the Entitlement Offer on 4 October 2012 were A$0.33 and A$0.45 respectively.

The issue price of A$0.20 per New Share represents a 44.4% discount to the closing price of the Company’s Shares on ASX on 3 October 2012, which was the last day Shares traded on the ASX before the announcement of the Entitlement Offer, and a 20.3% discount to TERP, the theoretical ex-rights price.

1.9 Foreign Shareholders

The New Shares being offered under this Retail Offer Document are being offered to Shareholders with registered addresses in Australia or New Zealand.

The Retail Entitlement Offer will not be offered to Non Eligible Foreign Shareholders. The Company has determined that it is not economically viable for it to make offers to Non Eligible Foreign Shareholders due to the cost of meeting compliance requirements with securities laws in each applicable jurisdiction in which Non Eligible Foreign Shareholders reside. The Company reserves the right in its absolute discretion to offer the Retail Entitlement Offer to a Shareholder with an address in the Company's share register outside Australia or New Zealand if the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable.

This Retail Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside of Australia or New Zealand.

The distribution of this Retail Offer Document outside Australia or New Zealand may be restricted by law. If you come into possession of this Retail Offer Document, you should observe any such restrictions and should seek your own advice on these restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

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1.10 Nominees and custodians

Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries selected by the Company.

1.11 Taxation implications

Shareholders should be aware that there may be taxation implications of participating in the Retail Entitlement Offer and subscribing for New Shares. The taxation consequences of participating in the Retail Entitlement Offer and/or acquiring New Shares may vary depending on the individual circumstances of each Shareholder.

Please refer to Section 8 of this Retail Offer Document for a general discussion of the Australian tax consequences of the Retail Entitlement Offer for Eligible Retail Shareholders resident in Australia and who hold their Shares as capital assets.

Shareholders should consult their own professional taxation advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

1.12 Risks

There are a number of risks associated with an investment in the Company which may affect its financial performance, financial position, cash flows, distributions, growth prospects and Share price. The key risk factors are set out in the Key risks section of the Investor Presentation included in this Retail Offer Document.

1.13 Regular reporting and disclosure

The Company is a disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the market. In particular, the Company has an obligation (subject to certain limited exceptions) to notify ASX once it is, or becomes, aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Company’s securities. All announcements made by the Company are available from the Company’s website www.maynepharma.com or ASX's website www.asx.com.au.

Additionally, the Company is also required to prepare and lodge with ASIC yearly and half yearly financial statements accompanied by a directors’ statement and report, and an audit review or report. These reports are released to ASX and published on the Company and ASX websites.

1.14 Rights and liabilities attaching to New Shares

New Shares issued under this Retail Offer Document will be fully paid ordinary shares in the capital of the Company and will rank equally with all Existing Shares, including for any dividend paid after the date of issue of the New Shares.

The rights and liabilities attaching to Shares are set out in the Company’s constitution and are regulated by the Corporations Act, the general law, the ASX Listing Rules and the ASX Settlement Rules. The constitution may only be varied by a special resolution passed by at least 75% of Shareholders present (and entitled to vote).

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1.15 Disclaimer

No person is authorised to give any information or make any representation in connection with the Retail Entitlement Offer described in this Retail Offer Document, which is not contained in this Retail Offer Document. Any information or representation not contained in this Retail Offer Document may not be relied on as having been authorised by the Company in connection with the Retail Entitlement Offer.

1.16 Financial amounts

Money as expressed in this Retail Offer Document is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Retail Offer Document and between those figures and figures referred to in other parts of this document are due to rounding.

1.17 Privacy

Chapter 2C of the Corporations Act requires information about you as a Shareholder (including your name, address and details of your Shares) to be included in the public register of the Company. Information is collected to administer your Shares. Your personal information may be disclosed to the Company. You can obtain access to your personal information by contacting the Share Registry at the address or telephone number listed in the corporate directory. The Share Registry's privacy policy is available on its website www.computershare.com.au.

1.18 Governing Law

This Retail Offer Document, the Retail Entitlement Offer and the contracts formed on acceptance of the Application and Entitlement Forms are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares and any Additional New Shares submits to the non exclusive jurisdiction of the courts of Victoria, Australia.

2. Required Actions

2.1 Eligible Retail Shareholders – Australia and New Zealand

If you are an Eligible Retail Shareholder you may either:

• take up all or part of your Entitlement in accordance with this Retail Offer Document;

• take up all of your Entitlement and also apply for the Top Up Offer; or

• decline to exercise any or all of your Entitlement.

If you are an Eligible Retail Shareholder and wish to take up all or part of your Entitlement:

• (a) read this Retail Offer Document in full;

• (b) consider the risks associated with the Entitlement Offer, as summarised in the Key risks section of the Investor Presentation included in this Retail Offer Document, in light of your personal circumstances;

• (c) decide whether to participate in the Retail Entitlement Offer;

• (d) make payment and apply for New Shares by either:

Mail

Complete the Application and Entitlement Form accompanying this Retail Offer Document in accordance with the instructions set out on the form. If you have not received an

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Application and Entitlement Form please call the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000); and

return the completed Application and Entitlement Form together with payment in accordance with Section 2.2 of this Retail Offer Document, using the enclosed envelope or to the following address so that it is received by no later than 5pm (Melbourne time) on 29 October 2012 (or such other date as may be determined by the Company): Australia & New Zealand – By mail – postal delivery

Delivery address: Computershare Investor Services Pty Limited GPO Box 505 Melbourne, VICTORIA 3754

Completed Application and Entitlement Forms and Application Monies will not be accepted at the Company’s registered office.

or,

BPAY®

Make payment via BPAY® in accordance with the instructions in this Retail Offer Document on the Application and Entitlement Form.

If you pay by BPAY® you do not need to lodge the Application and Entitlement Form.

A reply paid envelope is enclosed for your convenience. If mailed in Australia, no postage stamp is required. If mailed from New Zealand, correct postage must be affixed. Eligible Retail Shareholders in New Zealand should ensure that their Application and Entitlement Form and Application Monies are mailed early to ensure they arrive at the postal address specified above by 5pm (Melbourne time) on 29 October 2012 (or such other date as may be determined by the Company).

2.2 Payment

The issue price of A$0.20 per New Share is payable on exercise of your Entitlement. For all Australian and New Zealand Eligible Retail Shareholders payments must be received by 5pm (Melbourne time ) on 29 October 2012 (or such other date as may be determined by the Company).

Shareholders should be aware of the time required to process payments by cheque, electronic funds transfer and BPAY® in choosing the appropriate application and payment method.

Payment will only be accepted in Australian currency and must be:

• by cheque, money order or bank draft drawn on an Australian financial institution, made payable to Mayne Pharma Group – Retail Offer and crossed Not Negotiable ; or

• through the BPAY® facility according to the instructions set out on the Application and Entitlement Form.

Cash will not be accepted. Receipts for payment will not be issued. If you provide insufficient funds to meet the Application Monies due to take up all or part of your Entitlement, you may be taken by the Company to have applied for such lower number of New Shares as your cleared Application Monies will pay, or your Application may be rejected.

Any Excess Amount may be treated as an application to apply for Additional New Shares under the Top Up Offer to the value of your Excess Amount. Your application for the Additional New Shares may not be successful (wholly or partially). Any surplus Application Monies received for more than your final allocation of any Additional New Shares will be refunded (only where the

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amount is A$5.00 or greater). You are not entitled to any interest that accrues on any Application Monies received or returned (wholly or partially).

Eligible Retail Shareholders may pay through BPAY®

Australian Eligible Retail Shareholders and New Zealand Eligible Retail Shareholders with an Australian bank account may pay through BPAY®. Payment by BPAY® should be made in accordance with the instructions set out in the Application and Entitlement Form using the reference number shown on that form and must be received by no later than 5pm (Melbourne time) on 29 October 2012 (or such other date as may be determined by the Company). Applicants should be aware that their own financial institution may implement earlier cut off times with regard to electronic payment. Applicants should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by this time.

The reference number is used to identify your holding. If you have multiple holdings you will also have multiple reference numbers. You must use the reference number shown on each Application and Entitlement Form to pay for each holding separately. If you pay by BPAY® and do not pay for your full Entitlement, your remaining Entitlements will lapse.

If you make your payment by BPAY® you do not need to lodge the Application and Entitlement Form.

Your completed Application and Entitlement Form or BPAY® acceptance, once received by the Share Registry, cannot be withdrawn.

2.3 Applying for additional shares under Top Up Offer

If you have applied for your full Entitlement, you may wish to apply for more Shares than the number shown on your Application and Entitlement Form under the Top Up Offer. To do this, complete the Additional Shares section provided on the Application and Entitlement Form.

If you are applying by BPAY® and wish to apply for Additional New Shares under the Top Up Offer, make a payment for more than your Entitlement. The excess amount will be taken to be an application for Additional New Shares under the Top Up Offer.

Applications for Additional New Shares under the Top Up Offer may be considered if and to the extent that not all Shareholders take up their full Entitlement. Applications for Additional New Shares under the Top Up Offer will be issued to Eligible Retail Shareholders at the sole and complete discretion of the Directors and a scale-back policy may apply. There is no guarantee that any applications under the Top Up Offer will be successful.

2.4 Declining all or part of your Entitlement

If you decide not to take up all or part of your Entitlement, the Entitlement which is unexercised will lapse and may be taken up by other Eligible Retail Shareholders under the Top Up Offer or the Underwriters. Your Entitlement to participate in the Retail Entitlement Offer is nonrenounceable and cannot be traded on the ASX nor any other financial markets, nor can it be privately transferred. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

You will receive no payment for Entitlements not taken up or sold. If you decide not to participate in the Retail Entitlement Offer, you do not need to fill out or return the accompanying Application and Entitlement Form. Although you will continue to own the same number of Shares, your percentage shareholding in the Company will be diluted.

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2.5 Non Eligible Foreign Shareholders

If you are a Non Eligible Foreign Shareholder, you may not take up any of, or do anything in relation to, your Entitlement under the Retail Entitlement Offer.

2.6 Warranties made on acceptance of Retail Entitlement Offer

By completing and returning your personalised Application and Entitlement Form or making a payment by BPAY®, you will be deemed to have acknowledged, represented and warranted that you, and each person on whose account you are acting, are an Eligible Retail Shareholder or otherwise eligible to participate.

By completing and returning your personalised Application and Entitlement Form or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that:

• (a) you and each person on whose account you are acting are not in the United States or a U.S. Person, or acting for the account or benefit of a U.S. Person, and are not otherwise a person to whom it would be illegal to make an offer of or issue of New Shares and any Additional New Shares under the Retail Entitlement Offer and under any applicable laws and regulations;

• (b) the Entitlements and the New Shares and any Additional New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and, accordingly, the New Shares and any Additional New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; and

• (c) you and each person on whose account you are acting have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States, or that is, or is acting for the account or benefit, of a U.S. Person;

• (d) you acknowledge that you have read and understand this Retail Offer Document and your Application and Entitlement Form in their entirety;

• (e) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Document, and the Company’s constitution;

• (f) you authorise the Company to register you as the holder(s) of New Shares allotted to you; (g) you declare that all details and statements in your Application and Entitlement Form are complete and accurate;

• (h) you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under your Application and Entitlement Form;

• (i) you acknowledge that once the Company receives your Application and Entitlement Form or any payment of Application Monies via BPAY®, you may not withdraw your application or funds provided except as allowed by law;

• (j) you agree to apply for and be issued up to the number of New Shares specified in the Application and Entitlement Form, or for which you have submitted payment of any Application Monies via BPAY®, at the Issue Price;

• (k) you authorise the Company, the Underwriters, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your Application and Entitlement Form;

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• (l) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on you Application and Entitlement Form as being held by you on the Record Date;

• (m) you acknowledge that the information contained in this Retail Offer Document and your Application and Entitlement Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;

• (n) you acknowledge that this Retail Offer Document is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company’s past and ongoing continuous disclosure announcements to ASX;

• (o) you acknowledge the statement of risks in the Key Risks section of the Company’s Investor Presentation included in this Retail Offer Document, and that investments in the Company are subject to risk;

• (p) you acknowledge that none of the Company, the Underwriters, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;

• (q) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;

• (r) you authorise the Company to correct any errors in your Application and Entitlement Form or other form provided by you;

• (s) you represent and warrant (for the benefit of the Company, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are an Eligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;

• (t) you represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Document and your Application and Entitlement Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;

• (u) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in regular way transactions on the ASX or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting for the account or benefit of a person in the United States; and

• (v) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Application and Entitlement Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent this Retail Offer Booklet, the Application and Entitlement Form or any information relating to the Retail Entitlement Offer to any such person.

2.7 Refunds

Any Application Monies received for more than your final allocation of New Shares and any Additional New Shares will be refunded as soon as practicable after the Closing Date (except for

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

where the amount is less than A$5.00). No interest will be paid to applicants on any Application Monies received or refunded.

2.8 Withdrawals

You cannot, in most circumstances, withdraw your application once it has been accepted. Cooling-off rights do not apply to an investment in New Shares and any Additional New Shares.

2.9 Confirmation of your application and managing your holding

You may access information on your holding, including your Record Date balance and the issue of New Shares and any Additional New Shares from this Retail Entitlement Offer, and manage the standing instructions the Share Registry records on your holding on the Share Registry website, www.computershare.com.au. To access the Investor Centre section of this website you will need your SRN or HIN and you will need to pass the security challenge on the site.

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ASX Announcements

MAYNE PHARMA ANNOUNCES THE ACQUISITION OF METRICS, INC.

• Mayne Pharma to acquire Metrics, Inc. for US$105m plus up to US$15m in earnout payments

• A transformational acquisition that materially enhances Mayne Pharma’s scale, market access and capabilities

• Opportunity for material synergies in the medium term from cross-selling and accelerating the development pipeline

• Metrics’ sales and EBITDA[1] of US$51.6m and US$16.1m respectively for the 12 months ended 30 June 2012

• Mayne Pharma will fund the acquisition via a new US$48.5m[2] debt facility (with an additional uncommitted US$15m accordion facility) and a A$65m equity raising

4 October 2012, Melbourne Australia : Mayne Pharma Group Limited (Mayne Pharma; ASX: MYX) is pleased to announce that it has entered into a binding agreement to acquire Metrics, Inc. (Metrics), a privately-owned, US-based provider of contract development services to the pharma industry that also develops and manufactures niche generic pharmaceuticals.

Consideration for the acquisition will comprise an upfront payment of US$105m plus further payments of up to US$15m based on FY13 performance (12 months ended 30 June 2013). The first payment, capped at US$10m, is calculated as 6.0x the incremental earnings before interest, tax, depreciation and amortisation (“EBITDA”) for FY13 and the second payment is calculated as 2.0x the EBITDA in excess of US$19.8m for FY13, capped at US$5m.

The upfront acquisition payment represents a multiple of 6.5x[3] the EBITDA generated by Metrics in the twelve months ended 30 June 2012. The full acquisition price of US$120.0 million will be payable if Metrics achieves FY13 EBITDA of US$22.3 million, representing an acquisition multiple of 5.4x FY13 EBITDA.

The acquisition will be funded by US$44.5m of acquisition debt funding[4] and the proceeds of a A$65m equity raising (the “Offer”), comprising:

• 1 Metrics sales and EBITDA for FY12 are unaudited and adjusted for the restatement of capitalised lease expense and a proportion of R&D has been capitalised in accordance with the Mayne Pharma accounting policy. Refer to “Acquisition of Metrics Inc.” presentation for further detail.

• 2 Comprises US$44.5 million acquisition facility and US$4.0 million working capital facility. A detailed commitment letter subject to customary conditions has been executed, with full documentation currently in progress.

• 3 Based on the purchase price of US$105m and FY12 EBITDA of US$16.1m.

• 4 A detailed commitment letter subject to customary conditions has been executed, with full documentation currently in progress.

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• an underwritten 1-for-1 pro-rata accelerated non-renounceable entitlement offer[5] (the ”Entitlement Offer”) to raise A$30.4m;

• an underwritten unconditional placement to institutional investors to raise A$9.1m (the “Unconditional Placement”);

• an underwritten conditional placement to institutional investors to raise A$19.0m (the “Conditional Institutional Placement”); and

• conditional placements to: o certain Metrics shareholders to raise a minimum of A$2.6m[6] and up to A$3.1m[6] (the “Metrics Placement”);

• Bruce Mathieson and related investment entities to raise A$3.0m (the “Mathieson Placement”);

• Roger Corbett AO, Chairman of Mayne Pharma, to raise A$0.3m (the “Corbett Placement”); and

• o Scott Richards, CEO of Mayne Pharma, to raise A$0.5m (the “Richards Placement”).

Under the Entitlement Offer all eligible Mayne Pharma shareholders are entitled to subscribe for:

• (i) up to their 1-for-1 entitlement; and

• (ii) additional new shares through the Top Up Offer, with such over-subscriptions to be satisfied out of shortfall shares, subject to Board discretion and potential scaleback.

To the extent that existing eligible retail shareholders apply for an amount of additional new shares in the Top Up Offer of up to an additional 1.13 times their entitlement (the “Pro Rata Participation Amount”) and have such application scaled back, the Mayne Pharma Board will seek to implement a subsequent offer to such shareholders to enable them to subscribe for their full Pro Rata Participation Amount (the “Additional Retail Offer”) at the same offer price as shares offered under the equity raising. The maximum size of any Additional Retail Offer is approximately A$22.5m, and the conduct of any such offer is subject to obtaining any necessary shareholder and regulatory approvals.

All Mayne Pharma Directors have committed to take up their entitlements under the Entitlement Offer in full. In addition, Bruce Mathieson and related investment entities have committed to take up the Mathieson Placement, Roger Corbett AO has committed to take up the Corbett Placement, and Scott Richards has committed to take up the Richards Placement.

All shares offered under the equity raising will be offered at a price of A$0.20 per new share (“Offer Price”), representing a 20.3% discount to the theoretical ex-raising price (“TERP”, including all the placement components and excluding any Additional Retail Offer) based on the closing price of Mayne Pharma’s shares on 3 October 2012.[7]

The Entitlement Offer[5] , Unconditional Placement and Conditional Institutional Placement are underwritten by Credit Suisse (Australia) Limited and UBS AG, Australia Branch.

5 The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares.

6 The Metrics placement is denominated in US dollars. The amounts shown above represent the A$ equivalent based on a AUD:USD rate of 1.03. 7 TERP is the theoretical price at which shares in MYX should trade immediately after the ex-date of the Entitlement Offer, but this will depend on many factors and may not be equal to TERP. Includes impact of shares issued under all the placement components, and excluding any Additional Retail Offer.

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Settlement of each of the conditional placements is subject to Mayne Pharma shareholder approval of that conditional placement by ordinary resolutions at Mayne Pharma's Annual General Meeting to be held on 9 November 2012.

Further detail on the Offer is included in Appendix A and the “Acquisition of Metrics, Inc.” presentation released to the ASX today.

Completion of the acquisition remains subject to material conditions, including finalisation of the funding arrangements (debt and equity) by Mayne Pharma and there being no material adverse event in relation to Metrics. Completion is also subject to Metrics shareholder approval however executed voting agreements have now been obtained from a sufficient number of Metrics shareholders to approve the transaction.

Overview of Metrics

Metrics is a privately-owned specialty pharmaceutical company based in Greenville, North Carolina with approximately 300 employees. Metrics develops and manufactures niche generic drugs and is also a provider of contract development services to the pharma industry.

Metrics has particular expertise in formulating complex oral drug products, including highly potent and unstable compounds, controlled substances (e.g. opiates) and products with poor bioequivalence. These products are sold in the US via exclusive distribution partners or directly through its own wholesale distributor, Midlothian Laboratories. In addition to its existing products, Metrics has a pipeline of 11 niche generic drugs in various stages of development, including two that have been filed with the US Food and Drug Administration (FDA) and a further nine products to be filed by the end of FY13.

Metrics is also a leading provider of contract pharmaceutical development services with a client base of more than 100 pharmaceutical customers including industry leading, blue chip companies. Metrics has a vertically integrated model offering analytical services, formulation and commercial manufacturing.

More detailed information on Metrics is included in the “Acquisition of Metrics, Inc.” presentation released to the ASX today.

Rationale for the acquisition

Mayne Pharma’s CEO, Mr Scott Richards said “Metrics is highly complementary to Mayne Pharma’s existing business in term of its products, services and the markets in which it operates. In addition to providing scale in the US market, Metrics brings additional technical capabilities and material upside from cross-selling revenue opportunities. We have known Metrics’ senior management team for some time and they have a solid track record of success in the US generics industry.”

Key benefits of the acquisition include:

• it provides direct access to the world’s largest pharmaceutical market, the US, which is Mayne Pharma’s principal market for its development pipeline;

• it strengthens and diversifies Mayne Pharma’s revenue streams across contract services, generic and proprietary products;

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• it expands and diversifies Mayne Pharma’s pipeline of new products. The combined business has 14 products in development targeting markets with sales of US$3.6 billion per annum; and

• it is a complementary business providing significant combination opportunities through the cross-selling of Mayne Pharma’s and Metrics’ approved and pipeline products in the US, Australia and other international markets.

Financial impact and outlook

The table below details the FY13 guidance[8] for Mayne Pharma, inclusive of 7.5 months’ financial contribution from Metrics[9] .

(A$m)	1H FY13 2H FY13 FY13
Revenue	25.0–30.0 44.0 - 52.0 69.0–82.0
EBITDA	4.2–5.2 11.9–13.5 16.1–18.7
NPAT	0.7–1.0 3.6–4.2 4.3–5.2
Adjusted NPAT10	2.0–2.7 6.1–7.1 8.1–9.8

Further information

Shareholders are advised to refer to the “Acquisition of Metrics, Inc.” presentation released to the ASX today for further detail of the acquisition and the Offer.

For further information contact:

Scott Richards (CEO) 08 8209 2410 Mark Cansdale (CFO) 03 8614 7777 Lisa Pendlebury (Investor Relations) 0419 548 434, lisa.pendlebury@maynepharma.com

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

8 Refer to the “Acquisition of Metrics, Inc.” presentation released to ASX this morning regarding details and assumptions relating to the FY13 guidance 9 USD:AUD FX rate of 1.03 applied to USD cash flows, excludes transaction costs and forecast R&D investment has been treated in accordance with the Mayne Pharma accounting policy 10 Excludes non-cash amortisation of intangibles recognised on acquisition of Metrics and Mayne Pharma Intl notional interest on earn-out to Hospira and non-cash LTI charge for proposed Metrics Senior Mgmt option plan

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Appendix A – The Offer

The A$65m equity raising comprises:

• An underwritten 1-for-1 pro-rata accelerated non-renounceable entitlement offer to raise A$30.4m[11] ;

• An underwritten unconditional placement to institutional investors to raise A$9.1m;

• An underwritten conditional placement to institutional investors to raise A$19.0m;

• Conditional placements to

• certain Metrics shareholders, to raise a minimum of A$2.6m and up to A$3.1m;

• o Bruce Mathieson and related investment entities, to raise A$3.0m; o Roger Corbett AO, Chairman of Mayne Pharma to raise A$0.3m; and o Scott Richards, CEO of Mayne Pharma, to raise A$0.5m.

The Entitlement Offer[12] , Unconditional Placement and Conditional Institutional Placement are underwritten by Credit Suisse (Australia) Limited and UBS AG, Australia Branch. Subscription or commitment agreements have been entered into in relation to each of the Metrics Placement (minimum amount), Mathieson Placement, Corbett Placement and Richards Placement.

Bruce Mathieson has agreed to sub-underwrite A$5.4m of the retail component of the Entitlement Offer on customary terms and for a fee of 1.5% of the sub-underwritten amount (consistent with the fee payable to institutional sub-underwriters). Bruce Mathieson's obligations to sub-underwrite will cease if the Underwriting Agreement is terminated. Depending on the amount of new shares allotted to Bruce Mathieson under the sub-underwriting agreement (if any), he and related investment entities will have a post raising[12] shareholding of between 8.8% and 14.5%.

The Offer Price of A$0.20 per New Share represents a 20.3% discount to the theoretical ex-raising price (“TERP”, including all the placement components and excluding any Additional Retail Offer) based on the closing price of Mayne Pharma’s shares on 3 October 2012.

Each new share issued under the Offer will rank equally with existing Mayne Pharma shares in all respects.

Summary of Key Dates[13]

Summary of Key Dates13
Institutional Entitlement Offer opens	Thursday, 4 October 2012
Institutional Entitlement Offer, Unconditional Placement and Conditional Institutional	Friday, 5 October 2012
Placement bookbuild
MYX shares recommence trading	Monday, 8 October 2012
Notice of meeting dispatched to Shareholders	Tuesday, 9 October 2012
Entitlement Offer Record Date (7pm Melbourne time)	Wednesday, 10 October 2012
Retail Offer Document and application and entitlement forms dispatched to Eligible	Friday, 12 October 2012
Retail Shareholders
Retail Entitlement Offer opens	Friday, 12 October 2012
Settlement of the Institutional Entitlement Offer and Unconditional Placement	Tuesday, 16 October 2012
Allotment and commencement of trading of New Shares issued under the	Wednesday, 17 October 2012
Institutional Entitlement Offer and Unconditional Placement
Retail Entitlement Offer closes (5pm Melbourne time)	Monday, 29 October 2012
Settlement of the Retail Entitlement Offer	Monday, 5 November 2012
Allotment of New Shares issued under the Retail Entitlement Offer	Wednesday, 7 November 2012
Commencement of trading of New Shares issued under the Retail Entitlement Offer	Thursday, 8 November 2012

• 11 The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares

• 12 Based on the A$65.0m equity raising, and excluding any Additional Retail Offer.

• 13 These dates are indicative only and subject to change. All times and dates refer to Melbourne, Australia time. Mayne Pharma reserves the right to amend the timetable, including, in consultation with the Joint Underwriters, to extend the closing date for the Retail Entitlement Offer, to withdraw the Entitlement Offer at any time prior to the issue of New Shares and/or to accept late applications either generally or in specific cases.

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Annual General Meeting of Shareholders to approve the Conditional Institutional	Friday, 9 November 2012
Placement and Metrics Placement, Mathieson Placement, Corbett Placement and
Richards Placement
Settlement of the Conditional Institutional Placement, Mathieson Placement, Corbett	Monday, 12 November 2012
Placement and Richards Placement
Allotment and commencement of trading of New Shares issued under the	Tuesday, 13 November 2012
Conditional Institutional Placement, Mathieson Placement, Corbett Placement and
Richards Placement
Completion of the Metrics acquisition, and settlement, allotment and commencement	Mid November 2012
of tradingof New Shares issued under the Metrics Placement
Additional Retail Offer (if required)	Late November–December 2012

Entitlement Offer

Eligible shareholders are invited to subscribe for up to 1 new Mayne Pharma ordinary shares (the ”New Shares”) for every 1 existing Mayne Pharma ordinary shares held as at 7pm (Melbourne time) on 10 October 2012 (“Record Date”), at an Offer Price of A$0.20 per New Share.

The Entitlement Offer is non-renounceable and entitlements will not be tradeable on the ASX or be otherwise transferable. Shareholders who do not take up their full entitlement will not receive any payment or value in respect of entitlements they do not take up and their percentage equity interest in Mayne Pharma will be diluted.

The Entitlement Offer comprises an institutional component (the “Institutional Entitlement Offer”) and a retail component (the “Retail Entitlement Offer”).

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer. The Institutional Entitlement Offer will open today, 4 October 2012.

Eligible institutional shareholders can choose to take up their entitlement in whole, in part or not at all. In addition, under the Institutional Entitlement Offer, New Shares equal in number to those attributable to entitlements not taken up by eligible institutional shareholders, together with New Shares attributable to entitlements which would otherwise have been offered to institutional shareholders in ineligible jurisdictions will be offered to institutional shareholders through a bookbuild at the Offer Price of A$0.20 per New Share.

Retail Entitlement Offer

Mayne Pharma retail shareholders registered as a shareholder in Australia or New Zealand on the Record Date (“Eligible Retail Shareholders”) will be entitled to participate in the Retail Entitlement Offer on the terms and subject to conditions set out in the booklet sent to Eligible Retail Shareholders in relation to the Retail Entitlement Offer (“Retail Offer Document”. The Retail Entitlement Offer will open on 12 October 2012 and close at 5.00 pm (Melbourne time) on 29 October 2012.

Eligible Retail Shareholders can choose to take up their entitlements in whole, in part or not at all. Eligible Retail Shareholders who take up their entitlement in full can also apply for additional New Shares in excess of their entitlement (the “Top Up Offer”). Eligible Retail Shareholders are not assured of being allocated any New Shares in excess of their entitlement under the Top Up Offer. The issue of New Shares in excess of entitlements under the Top Up Offer is dependent on the availability of renounced shares or shares that would have otherwise been offered to ineligible retail shareholders if they had been eligible to participate in the Retail Entitlement Offer. Mayne Pharma retains final discretion to scale back applications as appropriate to ensure equity for all shareholders.

To the extent that existing Eligible Retail Shareholders apply for an amount of additional New Shares in the Top Up Offer of up to an additional 1.13 times their entitlement (the “Pro Rata Participation Amount”) and have such application scaled back, the Mayne Pharma Board will seek to implement a subsequent offer to such shareholders to enable them to subscribe for their full Pro Rata Participation Amount (the “Additional Retail Offer”) at the Offer Price. The maximum size of any Additional Retail Offer is approximately A$22.5m, and the conduct of any such offer is subject to obtaining any necessary shareholder and regulatory approvals.

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The Retail Offer Document (including the “Acquisition of Metrics Inc.” presentation) is to be lodged with ASX and dispatched to Eligible Retail Shareholders by 12 October 2012 and will also be made available on Mayne Pharma’s website (www.maynepharma.com). Any Eligible Retail Shareholder who wishes to acquire New Shares under the Retail Entitlement Offer should review the Retail Offer Document and will then need to complete, or otherwise apply in accordance with, the personalised application and entitlement form that will be in or will accompany the Retail Offer Document.

Retail shareholders who have questions regarding the Retail Entitlement Offer should read the Retail Offer Document in full and if they require further information, call Computershare Investor Services Pty Limited on 1300 850 505 (local call cost within Australia) or +61 3 9415 4000 (from outside Australia) at any time from 8:30am to 5:30pm (Melbourne time) Monday to Friday during the offer period between 12 October 2012 and 29 October 2012 or go to Mayne Pharma’s website.

Placements

Mayne Pharma will also conduct an Unconditional Placement, Conditional Institutional Placement, Metrics Placement, Mathieson Placement, Corbett Placement and Richards Placement at the Offer Price of A$0.20 per New Share.

Completion of each of the conditional placements is subject to the approval of Mayne Pharma shareholders at Mayne Pharma's Annual General Meeting to be held on 9 November 2012.

Important Information

This announcement contains certain “forward-looking statements” within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may,” “should,” “expect,” “anticipate,” “estimate,” “scheduled” or “continue” or the negative thereof or comparable terminology. Any forecasts or other forward looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. Mayne Pharma does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any “US person” (as defined in Regulation S under the Securities Act of 1933, as amended (“Securities Act”)) (“US Person”), or in any other jurisdiction in which such an offer would be illegal. This document may not be distributed or released in the United States or to, or for the account or benefit of, any US Person.

The shares in the proposed offering have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the shares in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

The pro forma financial information included in this announcement does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. Readers should also be aware that certain financial data included in this announcement are "non-GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934, as amended, including EBITDA (earnings before interest, taxes, amortisation and one-offs).

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The disclosure of such non-GAAP financial measures in the manner included in this announcement would not be permissible in a registration statement under the Securities Act. Mayne Pharma believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions of Mayne Pharma. These non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Readers are cautioned, therefore, not to place undue reliance on any non-GAAP financial measures and ratios included in this announcement.

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED TATES OR TO U.S. PERSONS

Manager, Company Announcements ASX Limited Rialto Towers Level 45, 525 Collins Street MELBOURNE VIC 3000

8 October 2012

MAYNE PHARMA GROUP LIMITED ANNOUNCES SUCCESSFUL COMPLETION OF INSTITUTIONAL ENTITLEMENT OFFER AND UNCONDITIONAL PLACEMENT

KEY POINTS

• Institutional Entitlement Offer and Unconditional Placement successfully completed, raising A$14.7 million.

• Conditional Institutional Placement fully subscribed and will raise A$19.0m subject to shareholder approval.

• Strong support shown by existing institutional shareholders, new institutional and sophisticated investors.

• Retail Entitlement Offer opens on 12 October 2012.

On 4 October 2012, Mayne Pharma Group Limited (ASX: MYX) (Mayne Pharma) announced a A$65 million equity raising (the “Offer”) to partly fund the acquisition of Metrics, Inc, a privately-owned, USbased provider of contract development services to the pharma industry that develops and manufactures niche generic pharmaceuticals. The Offer comprises an underwritten[1] 1 for 1 pro-rata accelerated non-renounceable entitlement offer to raise A$30.4m (the “Entitlement Offer”), an underwritten unconditional placement to institutional and sophisticated investors to raise $9.1m (the “Unconditional Placement”), an underwritten conditional placement to institutional and sophisticated investors to raise A$19.0m (the “Conditional Institutional Placement”), and further placements to certain Metrics shareholders, Bruce Mathieson and related investment entities, Roger Corbett AO and Scott Richards to raise A$6.5m (the “Conditional Placements”).

Today Mayne Pharma is pleased to announce the successful completion of the institutional component of the Entitlement Offer (the “Institutional Entitlement Offer”) and the Unconditional Placement. A$5.7 million was raised under the Institutional Entitlement Offer and A$9.1m under the Unconditional Placement. The Conditional Institutional Placement was also fully subscribed by institutional and sophisticated investors. Shares under the Conditional Institutional Placement will be issued subject to shareholder approval, which will be sought at Mayne Pharma's Annual General Meeting on 9 November 2011.

1 The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares.

Mayne Pharma Group Limited ABN | 76 115 832 963

a | Level 14, 474 Flinders St, Melbourne Victoria 3000, Australia t | +61 3 8614 7777 f | +61 3 9614 7022 | www.maynepharma.com

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Mayne Pharma Group Retail Entitlement Offer

Mayne Pharma CEO, Scott Richards, said, “We are very pleased by the strong support shown by existing shareholders. We are also delighted to welcome a range of new investors who subscribed for shares, demonstrating strong investor support for Mayne Pharma and the acquisition.”

The new shares to be issued under the Institutional Entitlement Offer and Unconditional Placement will rank equally with existing Mayne Pharma shares in all respects from the date of their issue. Settlement of these new shares is expected to be completed on 16 October 2012 and these new shares are expected to be issued and commence trading on the ASX on a normal settlement basis on 17 October 2012.

COMMENCEMENT OF THE RETAIL ENTITLEMENT OFFER

The retail component of Entitlement Offer (the “Retail Entitlement Offer”) will open on 12 October 2012 and closes at 5pm Melbourne time 29 October 2012. Mayne Pharma retail shareholders registered as a shareholder in Australia or New Zealand as at 7pm (Melbourne time) on 10 October 2012 (“Eligible Retail Shareholders”) will have the opportunity to participate at the same offer price of A$0.20 per new share and at the same offer ratio of 1 new Mayne Pharma ordinary shares for every 1 existing Mayne Pharma ordinary share as participants in the Institutional Entitlement Offer.

Details of the Retail Entitlement Offer were set out in Mayne Pharma's announcement on 4 October 2012 and the terms and conditions will be fully set out in the retail offer document to be dispatched to Eligible Retail Shareholders on 12 October 2012.

Mayne Pharma expects its trading halt to be lifted and Mayne Pharma ordinary shares to recommence trading on an ex-entitlement basis from market open today.

Yours Sincerely

Mark Cansdale Chief Financial Officer and Company Secretary

MPORTANT NOTICES

Further information in relation to the matters described in this announcement including important notices, key risks and assumptions in relation to certain forward looking information in this announcement is set out in an investor presentation released to the ASX on 4 October 2012 by Mayne Pharma. The information in the Important Information and Key Risks sections of that presentation applies to this announcement as if set out if full in this announcement.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. persons (as defined in Rule 902(k) under the U.S. Securities Act of 1933 (the U.S. Securities Act )) ( U.S. Persons ). Neither the entitlements nor the new shares have been, and none of them will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, Mayne Pharma has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the U.S. Investment Company Act ) in reliance on the exception from the definition of investment company provided by section 3(c)(7) of the U.S. Investment Company Act. The entitlements in the Retail Entitlement Offer may only be taken up by, and the new shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold to, directly or indirectly, persons that are not in the United States and are not, and are not acting for the account or benefit of any U.S. Persons in offshore transactions (as defined in Regulation S under U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act.

Neither this announcement nor any other documents relating to the offer of new shares may be sent or distributed to persons in the United States or to any U.S. Person.

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Investor Presentation

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----- Start of picture text -----

Mayne Pharma Group Limited
Acquisition of Metrics, Inc.
----- End of picture text -----

4 October 2012

Important Notice and Disclaimer

IMPORTANT: You must read the following before continuing. The following notice and disclaimer applies to this presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. In accepting this Presentation, you agree to be bound by the following terms and conditions, including any modifications to them. The information in this Presentation is not a prospectus. This Presentation provides information in summary form and general information regarding Mayne Pharma Group Limited (Mayne Pharma) and a proposed underwritten pro-rata accelerated non-renounceable entitlement offer, placement and conditional placement (the Offering). This Presentation is not complete, is intended only as an outline, and is designed to assist you in making a determination as to whether you wish to conduct a further evaluation of the proposed investment. The Offering is limited to specifically targeted potential investors who meet certain suitability requirements, including the ability to conduct their own evaluation of a prospective investment without the need for mandated disclosure requirements. The Offering is being conducted in a manner that exempts it from registration under the Securities Act of 1933 (the Securities Act) pursuant to Section 4(2) thereof and Rule 506 promulgated thereunder. This Presentation is subject to change. This Presentation is confidential and remains the subject of an incomplete proposal, is being furnished to you solely for your information and may not be reproduced or distributed, in whole or in part, to any other person. By accepting this Presentation you agree not to disclose, directly or indirectly, or permit any of your affiliates or representatives to disclose any information regarding the receipt of this presentation or any information contained herein without the prior written consent of Mayne Pharma. If you elect not to pursue the proposed investment, this Presentation and any other documents furnished to you by Mayne Pharma or on its behalf in connection with your evaluation of the proposed investment must be promptly returned to Mayne Pharma. By receiving this Presentation you acknowledge and agree that you are an “accredited investor” as that term is defined in Rule 501(a) promulgated under the Securities Act. If you are not such an investor, please do not consider the contents of this Presentation and return it immediately. You also acknowledge and agree that you have not been solicited by any form of general solicitation or general advertising. This Presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product and neither this Presentation nor anything contained in it shall form the basis of any contract or commitment. This Presentation and its contents are provided on the basis that recipients will not deal in the securities or financial products of Mayne Pharma in breach of applicable insider trading laws. This Presentation has not been filed, registered or approved in any jurisdiction. The release, publication or distribution of this Presentation in jurisdictions other than Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Presentation may not be copied by you, or distributed to any other person. No action has been taken or is proposed to be taken to register or qualify this document, the Offering or the shares that are subject to this Offering (the Shares) in any jurisdiction. The Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction. www.maynepharma.com 1

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Mayne Pharma Group Retail Entitlement Offer

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This Presentation speaks only as of the date set forth on the cover page hereof. The information in this Presentation, therefore, remains subject to change. In addition, this Presentation contains statements which are either missing information or which assume completion of matters expected to be completed in the future. Mayne Pharma may in its absolute discretion, but without being under an obligation to do so, update or supplement this Presentation. Any further information will be provided subject to these terms and conditions. Without limiting the foregoing, the documents referred to in this Presentation may not have been executed and may change prior to execution. Certain parties named in this Presentation have not reviewed the references to them and may seek amendments to these references once this review has occurred.

None of Mayne Pharma’s corporate or financial advisers nor any advisers, financiers or underwriters appointed (being Credit Suisse (Australia) Limited and UBS AG, Australia Branch) (or to be appointed) in respect of any potential offering referred to in this Presentation (“Advisers”) nor their respective related bodies corporate, affiliates, directors, employees or agents have authorized this Presentation nor are responsible for the issue or making of any statements or the contents of this Presentation.

No responsibility for any errors or omissions from this Presentation arising out of negligence or otherwise is accepted by Mayne Pharma or its Advisers. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of information and opinions expressed in this Presentation, including the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the Presentation (“forward-looking statements”). Such forward-looking statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions that are subject to change (and in many cases are outside the control of Mayne Pharma and its directors) which may cause the actual results or performance of Mayne Pharma to be materially different from any future results or performance expressed or implied by such forward-looking statements. The forward-looking statements should not be relied on as an indication of future value or for any other purpose. All information in this Presentation regarding Metrics, Inc. was supplied by Metrics, Inc. or its representatives. Mayne Pharma and its Advisers assume no responsibility for the accuracy of such information. Any market and industry data used in connection with this presentation was obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Mayne Pharma nor its representatives have independently verified market or industry data provided by third parties or industry or general publications.

To the maximum extent permitted by law, none of Mayne Pharma, any Advisers or any of their related bodies corporate, affiliates, directors, employees or agents, nor any other person, accepts any responsibility or liability, including, without limitation, any liability arising from fault or negligence on the part of any person, for any direct or indirect loss arising from the use of this document or its contents or otherwise arising in connection with it. The provision of this Presentation is not, and should not be considered as, the provision of legal, accounting, tax or financial product advice or a recommendation by Mayne Pharma, Credit Suisse (Australia) Limited or UBS AG, Australia Branch. This Presentation does not take into account your individual investment objectives, financial situation or particular needs. You must not act on the basis of any matter contained in this Presentation, but must make your own independent assessment of and seek your own professional advice in relation to Mayne Pharma and the Shares the subject of the Offering and conduct your own investigations and analyses.

www.maynepharma.com

2

Foreign Selling Restrictions

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

New Zealand

This document does not constitute a prospectus or investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the Securities Act 1978 (New Zealand). This document is being distributed in New Zealand only to:

• (a) persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

• (b) persons who are each required to pay a minimum subscription price of at least $500,000 for the New Shares before the allotment of those securities;

• (c) persons who have each previously paid a minimum subscription price of at least $500,000 for the Company’s shares (the initial securities) in a single transaction before the allotment of the initial securities, provided that:

• the offer of the New Shares is made by the issuer of the initial securities; and

• the offer of the New Shares is made within 18 months of the date of the first allotment of the initial securities; or

• (d) persons to whom securities may be offered in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002.

• The New Shares are not being offered to any other person in New Zealand. Any investor who acquires New Shares must not, in the future, sell those securities in a manner that will, or that is likely to, result in the sale of the securities being subject to the New Zealand Securities Act 1978 or that may result in the Company or its directors incurring any liability whatsoever.

www.maynepharma.com

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Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

www.maynepharma.com

4

Agenda

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Section Page
1 Transaction overview 6
2 Overview of Mayne Pharma (pre acquisition) 8
3 Overview of Metrics 16
4 Strategic rationale 26
5 The new Mayne Pharma Group 33
6 Acquisition funding 39
7 Key risks 44
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www.maynepharma.com

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1. Transaction overview

6

Transaction overview

Agreement to acquire Metrics, ��������������������������������������-front + up to US$15 million earn out

• Metrics overview � US based provider of contract development services to the pharma industry and also develops and manufactures niche generic products which it distributes directly or through 3rd parties in the US

• � Particular expertise in formulating complex oral dose forms including highly potent compounds, opiates (Schedule II – V controlled substances), modified release products and inherently unstable compounds

• � Customer base exceeds 100 pharma clients including blue chip companies such as Mylan, Perrigo, Eli Lilly, Roche, Abbott and Amgen � Seasoned management team with an average of 25 years experience in the US and global pharma industry � Strong fit with Mayne Pharma’s existing business

• Compelling strategic � Provides direct access to the world’s largest pharma market, Mayne Pharma’s principal market for its development pipeline rationale � Combined entity will have strong and diversified revenue streams across contract services, generic and proprietary products � Expands and diversifies new product pipeline utilising complementary formulation and drug delivery technologies

• � Material upside is expected in the medium to long term from cross selling opportunities � Senior Metrics management well known to Mayne Pharma and have a strong track record of success in the US generic industry � Agreement to acquire Metrics for up to US$120.0 million, comprising an up-front payment of US$105 million plus earn out payments

• Acquisition of up to US$15 million based on FY2013 financial performance

• snapshot � Metrics had FY12 sales of US$51.6 million and EBITDA[(1)] of US$16.1 million � Earn-out “Tranche 1” calculated as 6.0x incremental EBITDA to 30 June 2013, capped at US$10 million � Earn-out “Tranche 2” calculated as 2.0x EBITDA in excess of US$19.8 million[(2)] to 30 June 2013, capped at US$5 million

• � Up-front payment of US$105.0 million represents 6.5x LTM EBITDA (to 30 June 2012) � Full acquisition price of US$120.0 million will be payable if Metrics achieves US$22.3 million representing 5.4x FY2013 EBITDA � Completion of the transaction remains subject to finalisation of funding arrangements (debt and equity), there being no material adverse event in relation to Metrics and certain other customary conditions. Completion is also subject to Metrics shareholders approving the transaction (however, voting agreements have been executed with the necessary majority of Metrics shareholders). A break fee of US$1.3 million is payable by either party if certain conditions are not satisfied

• � A$65.0 million equity raising

• Acquisition funding � US$48.5 million debt funding commitment[(3)] with additional US$15 million ‘upsize’ feature with preferred financier � Detailed commitment letter subject to customary conditions executed. Remains subject to full documentation (in progress)

• (1) Refer to page 25 for adjustments (2) Determined on an A-IFRS basis (3) Includes US$4.0 million revolving credit facility and US$44.5 million term loan www.maynepharma.com 7

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2. Overview of Mayne Pharma (pre acquisition)
8
Overview of Mayne Pharma
Unsaved Document / 11/07/2012 / 12:33
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Executive summary

FY12 sales revenue by channel

• Mayne Pharma is an ASX-listed specialty pharmaceutical company

• Originally the drug delivery technology arm of FH Faulding & Co

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22% Out-licensed sales
Direct sales (Mayne Pharma
59% Australia)
19% Contract Manufacturing
Services
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• In-market global sales today of developed products of ~US$500 million[(1)] pa

• Three core growth drivers:

					Services
Exploitation of world-class		Proprietary products - SUBACAP®
oral drug delivery platform		Generic targets - US market focus
Exploitation of Mayne		Domestic-branded portfolio
Pharma brand and product		International out-licensing of		Summary financials
portfolio		product portfolio
Partnering services to global pharma		Collaborative development with global pharma Contract manufacturing		A$m, FYE 30 Jun Revenue		FY11 47.0	FY12 51.9
				EBITDA		7.9	14.3
�Mayne Pharma operates from its 32 acre facility located in
Salisbury (Adelaide), South Australia (FDA and TGA				EBITDA margin %		16.8%	27.6%
approved), where it undertakes drug development and
manufacturing supported by approximately 160 staff

• (1) IMS Health (ex-wholesale) 2011

www.maynepharma.com

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9
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	Mayne Pharma operations 10 �Doryx® �Kadian®/Kapanol® �Eryc® �Astrix® �Doryx® �Astrix® �Eryc® �Magnoplasm® �SUBACAP® �Extended release (ER) Pain capsule �ER Hypertension tablet �Liquid �Cream Key products �US �Australia �Canada �Korea �Japan �European Union �Australia �Australia– contract manufacturing services �Global– contract development services Key territories A$30.7m A$9.8m na A$11.4m FY12 Sales revenue For out-licence For domestic sale Mayne Pharma Australia Research and development Contract services Develop and manufacture proprietary and generic products using oral drug delivery technologies www.maynepharma.com �US– development of generic and proprietary complex modified-release products �Global– development of SUBACAP®
	Evolution of Mayne Pharma FH Faulding & Co � Development of enteric coated erythromycin (Eryc®) � FDA approval and first US sales of Eryc® by Warner Lambert (Chilcott) 1970s 1980s � Salisbury site acquired in 1983 by FH Faulding & Co Limited � Development of delayed release doxycycline capsules (Doryx®) and enteric coated aspirin (Astrix®) 1990s � Development of taste-masking technology (Cleantaste®), sustained release morphine (Kadian®), pulse-released diltiazem HCI (US equivalent to Cardizem CD), construction of US facilities and transfer of drug delivery technology and products to Faulding US site (Purepac Pharmaceutical Co) 2000s � Development of improved bioavailability technology (SUBA®) � Development of pellet-in-a-tablet technology (Doryx® 75/100/150mg tablet) 1845 2001 2001 � Mayne Group Ltd acquired FH Faulding and Co 2005 � Mayne Group Ltd demerged business into Mayne Pharma Ltd and Symbion Health Ltd 2007 � Hospira Inc acquires Mayne Pharma Ltd for $2.6 billion � Halcygen lists on the ASX as a biotech company 2009 � Mayne Pharma International Pty Ltd acquired by Halcygen 2010 � Halcygen changes its name to Mayne Pharma Group Ltd 11 www.maynepharma.com

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Mayne Pharma international footprint
FY12 sales revenue contribution
RoW
15%
Australia
46% Corporate registered office
US � Melbourne, Victoria
39%
Product Distribution Partners (outside Australia only) Head office and manufacturing facility
Astrix [®] Boryung (Korea), Akbar Pharma (Sri Lanka) � 32 acre facility at Salisbury, South Australia has
12,000m [2] of manufacturing space with FDA and TGA
Doryx [®] Warner Chilcott (US) approval. Annual production capacity of:
Eryc [®] Teva (UK), Pfizer (Canada), Meda (Sweden, Norway) � ~2.5 billion capsules/tablets
Kadian [®] /Kapanol [®] Abbott (Canada), GSK (ROW ex. UK, Ireland, Japan & US) � 100 tonnes of bulk product
Magnoplasm [®] � 16 million units of liquids and creams
www.maynepharma.com 12
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R&D pipeline

Current Tier 1 product candidate pool representing US$5.8 billion in annual sales[(1)]

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� R&D program focused on the development
of generic and proprietary complex Size of
modified release oral products Product Indication US$mmarket [(1)] Key patentexpiry
� SUBACAP®� Improved formulation of itraconazole Under SUBACAP® Fungal infection 500 MPG patent 2020
� Time to market < 1yr in Europe development ER capsule Pain 270 Expired
� ER pain capsule ER tablet Hypertension 1,100 Expired
� AB-rated ANDA [(2)]
� Collaborative program with US drug Film coated tablet Antidepressant/ antischizophrenia 1,000 2017
delivery company ER capsule Gastric reflux 640 Expired
� Preparing for pivotal biostudy Capsule Alzheimer’s 600 2015
� Expected file date 2013 Capsule Stroke reduction 450 2017
� ER anti-hypertensive tablet Identified
Capsule Crohns / IBS 390 2015
� AB-rated ANDA [(2)] projects
ER tablet Overactive bladder 250 2016
� Pellet-in-a-tablet (US ANDAs)
� Prototype formulation identified ER capsule Hypertension 250 Expired
� Expected file date 2014 ER capsule ADHD 140 2020
ER capsule Psychostimulant /ADHD 110 Expired
ER capsule Hypertension 60 Expired
Total 5,760
1 (1) IMS Health (ex-wholesaler) US sales MAT Dec 2011, except SUBACAP® which is the global (ex-wholesaler) sales MAT Dec 2011 of itraconazole
2 (2) Abbreviated new drug application
www.maynepharma.com 13
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SUBACAP® �An Improved Anti-Fungal

Overview of SUBACAP®

Market potential

Targeting the global itraconazole market

• Significantly improved formulation of itraconazole (antifungal) based on SUBA® technology (improved bioavailability)

• US$500 million ex-wholesaler sales in 2011 and stable[(1)]

• Conventional itraconazole hampered by erratic/unpredictable clinical response (poorly controlled absorption) and safety issues

Broader systemic antifungal application

• US systemic anti-fungal market (excluding itraconazole) valued at US$650 million in 2011[(1)]

• SUBACAP® formulation delivers significantly less variable drug absorption (fed/fasted state)

Regulatory update

• Less intra/inter patient variability, more predictable clinical response and potential for reduced toxicity (half dose)

Europe

• MHRA recently announced SUBACAP® approvable in the UK

• Itraconazole is one of the broadest spectrum antifungal drugs on the market and can be used to treat both:

• Dossier filed in UK, Germany, Spain and Sweden and approval anticipated in the next 6-12 months

• Total European market sales US$85 million in 2011[(1)]

• Superficial infections—onychomycosis (nail infection)

US

• Systemic infections—histoplasmosis, aspergillosis, blastomycosis and candidiasis

  • Currently refining the proposed US regulatory pathway

  • Positive Phase II onychomycosis study completed in 2011

• Potential opportunity to create two brands

• 1 (1) IMS Health (ex-wholesaler) sales MAT Dec 2011 www.maynepharma.com

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14
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US Doryx[®]

• Mayne Pharma FY13 US Doryx[®] sales are expected to be significantly below FY12 sales due to timing of generic launch and destocking of the pipeline in line with the new underlying demand profile

• Supply expected to normalise in 2H13

• US Doryx[®] prescriptions not following typical generic substitution curve

• Doryx® 150mg tablet prescriptions have fallen ~35% since the entry of generic competition

• Prescriptions have since stabilised across June, July and August

• Warner Chilcott maintaining its Doryx® national sales force and its customer loyalty card

• A new formulation of Doryx[®] , supported by a Phase 3 clinical trial, is pending approval at FDA

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Warner Chilcott Doryx® 150mg tablet
(Weekly prescription volume)
16,000
14,00012,000 Generic event
10,000
8,000
6,000
4,000
2,000
0
TRx (Total Prescriptions) NRx (New prescriptions)
Source: Broker research
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Litigation update

• Warner Chilcott and Mayne Pharma continue to defend the Doryx® anti-trust law suits

• Mayne Pharma does not foresee incurring any material financial liabilities in relation to these actions based on pre-existing contractual rights with Warner Chilcott

www.maynepharma.com

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Mayne Pharma Group Retail Entitlement Offer

3. Overview of Metrics

16

Overview of Metrics

• Founded in 1994 with head office and principal 99,200 ft[2] facility located in Greenville, North Carolina

• US based provider of contract development services to the pharma industry and also develops and manufactures niche generic products which it distributes directly or through third parties in the US

• Approximately 300 employees, with more than 150 analytical and formulation scientists and technicians dedicated to proprietary product pipeline and third party services

• Particular expertise in formulating complex oral dose forms including highly potent compounds (eg. cytotoxics), Schedule II-V controlled substances (eg. opiates), inherently unstable compounds and products with poor bioequivalence

• Ability to manufacture opiates and other controlled substances which cannot be imported into the US

• Contract Services Products

• Analytical Services Formulation Development Generic Drug Development Commercial Manufacturing Drug Distribution

• � Includes method � Involves the preparation � Develops own generic � Current portfolio of 9 � Distribution of own and development and of formulations of drugs Metrics developed third party products to validation, QC testing, tablets and capsules and � Development pipeline of products pharma wholesalers and stability services, raw clinical trial material 11 products � Production capacity of 1 drug stores through materials and trace manufacturing � Total end market value billion tablets per year dedicated sales team or metal analysis and of $1.7 billion � Manufactures own and distribution partners microbiologic testing third party products LTM[(1)] revenue: US$24.1 million LTM[(1)] revenue: US$27.5 million

• LTM[(1)] gross profit: US$14.9 million LTM[(1)] gross profit: US$16.8 million

• (1) LTM refers to the twelve months ending June 2012

www.maynepharma.com

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Metrics investment highlights
1 A leading provider of contract pharmaceutical development services in the US
2 World class product development capability
3 Substantial existing product portfolio and pipeline
4 Flexible channel to market via own sales capability or third parties
5 Diversified US market footprint
Strong financial track record with a growing generics portfolio driving significant
6
future EBITDA growth
www.maynepharma.com 18
A leading provider of contract pharmaceutical 1
development services in the US
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Value proposition: Valuable integrated service partner saving clients time and money

• Vertically integrated model offering analytical services, formulation and commercial manufacturing

• Services over 100 customers in the pharmaceutical and biotechnology sectors, with approximately 75% being repeat customers

• Driven by a dedicated national sales team, generating more than 700 quotes per year and closed more than 55% successfully in 2012

• Largest customer accounts for around 12% of contract services revenue

• Specialises in the development and manufacturing of unique drug products that require non-traditional handling and testing, a niche that requires a high level of scientific expertise

• Metrics capabilities and services allow clients to meet their clinical production schedules and FDA filing milestones in a timely manner while avoiding or delaying capital and fixed manufacturing costs

• � Formulation development is focused on oral solid dosage forms (tablets and capsules) but also includes oral liquids and topical powders

• � Expertise in first time in human (FTIH), phase I, II, III clinical trial manufacturing having conducted 75 FTIH projects over the last 5 years for new chemical entities

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Major customers
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2
World class product development capability
� 150 analytical chemists, including management and support staff
� 15 experienced formulation scientists supported by 10 technicians
People � 25 formulation scientists and analytical chemists dedicated to the development of
own product pipeline
� 118 high performance liquid chromotographs, including an Agilent LC/MS
� 15 gas chromotographs, many with headspace samplers
Analytical � 29 dissolution baths
equipment � State-of-the-art stability chamber systems
� Sophisticated data management and regression analysis capability
� Capabilities include direct compression, roller compaction, high shear wet
Development and granulation, micronisation, top spray granulation, fluid bed and tray drying,
manufacturing extrusion and spheronisation, encapsulation, and tablet compression
capabilities
� Supported by an infrastructure that includes
� A segregated potent and cytotoxic facility
Infrastructure � Five analytical laboratories
� Seven large scale manufacturing and packaging rooms
� Twelve manufacturing rooms for development activity, stability storage and a
microbiology laboratory
www.maynepharma.com 20
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3
Substantial existing product portfolio...
Overview Product Indication Market Size [(1)]
� Large scale manufacturing facility with production capacity of 1 billion tablets per year with batch sizes OxAycPoAdPo tnaeb HleCt l / Pain US$490 million
typically ranging between < 1kg to 400kg
Oxycodone HCl Pain
� FDA and QP inspected, registered and cGMP tablet US$420 million
compliant, equipped to handle DEA Schedule II
through V compounds Bromfenac Ophthalmology (non-steroidal
� Focuses on solid dosage drugs (tablets, capsules) as sodium solution(2) anti-inflammatory) US$116 million
well as solutions, suspensions, parenterals and
topicals of small molecule APIs, DEA regulated SLoiodtihuymro tnaibnleet Hypothyroidism US$68 million
compounds, insoluble and unstable APIs, and potent
and cytotoxic APIs
� Currently manufactures drugs developed by Metrics topNicyasl ptaotiwnder Fungal infection US$21 million
however can also provide stand-alone
manufacturing to Services clients MethHaCmlp tahbetleatmine Attention deficit hyperactivity disorder US$9 million
� Bromfenac sodium, Liothyronine,
Methamphetamine and Oxycodone capsules were each the first generic approvals in the US market Oxyccoadposnuele HCl Pain(approved July 2012) US$8 million
� Current no. 1 market position for Liothyronine and
Methamphetamine Oxycodone HCl Pain US$5 million
/ Aspirin tablet
� Oxycodone capsules currently only generic in
market
(1) IMS Health (ex-wholesaler) US sales and management estimates
(2) Manufactured externally
www.maynepharma.com 21
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... and pipeline

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3
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• Metrics develops and brings generic drugs to market typically focussing on products which meet the following criteria:

• Schedule II-V products

• Difficult to formulate products with limited competition

• Low IP litigation risk

• Products that enable the company to leverage its existing expertise

• Products whose APIs can be sourced on an exclusive or semi-exclusive basis

• Metrics has 11 pipeline products of which 2 have been filed with the FDA and a further 4 to be filed during CY12

• All pipeline products targeting FDA approval by the end of CY14 with 2 approvals expected in CY13

• R&D investment has increased significantly over the last two years to support this pipeline

Product	Indication	Size of market(1) US$m	Estimated target filing
Syrup	Pain	19	Filed
Capsule	Headache and migraine	16	Filed
Tablet	Pain	183	1H13
Topical solution(2)	Osteoarthritis	28	1H13
Oral solution(2)	Cough & nasal congestion	17	1H13
Oral solution(2)	Cough & nasal congestion	2	1H13
Tablet	Opioid dependence	687	2H13
Solution(2)	Glaucoma	466	2H13
Ointment(2)	Cold sores	219	2H13
Tablet	Breast cancer (adjuvant treatment)	95	2H13
Oral solution	Cough suppresant	39	2H13

Metrics has a development pipeline targeting over US$1.8 billion in annual sales

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(1) IMS Health (ex-wholesaler) US sales and management estimates
(2) Product will be manufactured externally
www.maynepharma.com
Flexible channel to market via own sales
capability or third parties
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4
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Product revenue by distribution channel (LTM Jun 12)
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��������������������������������������

• In 2011 Metrics acquired Midlothian, a wholesale distributor of generic drugs

• Acquisition created a more flexible business model by providing alternative to existing partnership agreements

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Acquisition created a more flexible business model by 12%
providing alternative to existing partnership agreements Exclusive
Partnerships
� Licensed as a wholesale pharmaceutical distributor to over 30 Products
drugstore chains, retail merchandisers, pharmaceutical US$27.5mRevenue: Midlothian
distributors and hospitals
� State-of-the-art 11,600 ft [2] warehouse in Montgomery,
88%
Alabama
� Going forward, Metrics plans to distribute newly developed
products through Midlothian which is expected to materially
change the future channel mix Metrics distribution partners
Exclusive Partnerships
� Metrics also sells products developed in-house through long- Wholesale Retail
term (up to 10 year) exclusive distribution agreements
generating royalties
� Metrics typically receives ~50% share of the profits on
generic products sold
� Key products distributed through partnerships are Oxycodone,
Liothyronine, Bromfenac and Methamphetamine HCL
Midlothian Partnerships
Metrics is moving to an in-house distribution model to capture a greater share of profit
www.maynepharma.com 23
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Diversified US market footprint 5
Metrics sales regions and office locations
Greenville, North Carolina
Base Facility
� 99,200 ft [2]
Services
� Analytical services
� Formulation development
� Commercial manufacturing
� Generic drug development
� Drug distribution
Manufacturing capabilities
� 2 granulating rooms and 3
compressing rooms
� 12 rooms for cGMP
manufacturing
� Highly potent and cytotoxic
d rug development facility
Analytical laboratory
� 4,200 ft [2]
� 5 laboratories
GMP warehouse
� 44,600 ft [2] cGMP warehouse
Montgomery, Alabama
Metrics contract services market coverage
� Each region is covered by a dedicated Laboratory & warehouse� 11,600 ft [2]
territory manager � Midlothian
� Coverage based on density of
pharmaceutical companies in the region
www.maynepharma.com 24
Strong financial track record 6
Metrics Financials [(2)] Observations
Revenue
(US$ millions)
Dec-10 Dec-11 LTM [(1)] � 2011 growth primarily driven by increased sales of existing products as well as the acquisition of Midlothian
Contract services 25.6 23.9 24.1 � LTM growth reflects the full year effect of the Midlothian
Products 13.7 25.7 27.5 acquisition in addition to continued growth in existing products
Total revenue 39.3 49.6 51.6 Gross Profit
� Metrics achieved higher margins in 2011 and LTM due to strong
growth of sales in the Products division and improving margins
Contract services 15.2 14.5 14.9 in Contract Services
Products 6.9 15.8 16.8
Total Gross Profit 22.1 30.2 31.8 Total R&D investment
Margin (%) 56.3% 60.9% 61.6% � Significant investment in R&D, at over 20% of Products LTM
revenue
R&D expense 1.6 2.4 2.8 � In mid 2011, management increased R&D spend on generic
Operating expenses 9.1 11.3 12.9 product development to drive the development of new
generic drugs
EBITDA 11.5 16.5 16.1 Operating expenses
Margin (%) 29.1% 33.2% 31.2%
� Includes general and administration expenses
Capitalised R&D 1.8 2.7 3.2 � Increase from Dec 11 to LTM reflects full year impact of
Capital Expenditure 1.2 1.8 NA Midlothian acquisition and additional insurance expenses
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• (1) LTM refers to the twelve months ending Jun 2012

• (2) Metrics US GAAP results adjusted for restatement of capitalised lease expenses - Dec-10: US$2.3 million; Dec-11: US$2.1 million; and LTM: US$1.8 million (equipment purchased prior to transaction close) and a proportion of R&D has been capitalised in accordance with IFRS & Mayne Pharma policy

www.maynepharma.com

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4. Strategic rationale

• Acquisition highlights

• ���������������������������������������������������������������������������

• 1 � Mayne Pharma’s US centric pipeline can be distributed directly through Metrics’ established wholesale channels � Established and complementary relationships with a diverse array of pharma and biotech companies Strengthens and diversifies revenue streams

• 2 � Diversified revenues across proprietary products, generic products and contract services � Complementary exposure and capabilities across European, Asia Pacific and North American markets Expands and diversifies the new product pipeline

• 3 � No pipeline overlap – combined business will have 17 products in development targeting markets with annual sales of US$4.5 billion

• � Pipeline contains both proprietary and generic products Strong and complementary management team

• 4 � Senior management well known to each other with history of success in the US generic market � Metrics management team committed to the business Complementary business to Mayne Pharma with significant combination opportunities

• 5 � Material upside is expected in the medium to long term from cross selling opportunities � Strengthens and builds upon existing Mayne Pharma capabilities � Distribution of Metrics products and potential in-licensing of Metrics customer products in Australia and select international markets

• � Modified release technology capabilities – solid dose and multi-particulate � Handling and experience formulating controlled substances

www.maynepharma.com

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������������������������������������� pharmaceutical market and participants

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1
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Global pharmaceutical market by region
(US$ billions)
322
264 � Provides direct access for Mayne Pharma’s existing
products to the US market which accounts for
~40% of the global pharmaceutical market
165
111 � Strengthens channels to market in other key
68 regions such as Europe and Asia
� Strengthens product offering to existing and new
international distributors
US Europe Asia / Africa / Japan Latin America
Australia
Source: IMS World Review Executive 2012
Metrics representative partners and clients
� Metrics blue chip client base of > 100 large and
mid-sized pharma companies creates an
opportunity for Mayne Pharma to in-license
Metrics’ customers products in Australia
� Mayne Pharma development pipeline products are
able to be distributed in the US by Midlothian
(wholesale distributor)
www.maynepharma.com 28
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2
Strengthens and diversifies revenue streams [(1)]
Metrics provides Mayne Pharma with significant leverage into a large and growing US market
New Mayne Pharma
Mayne Pharma Metrics
Group
By segment
Branded Products
Contract Services Generic Products 35%
22% 53%
Contract Services
34%
A$51.9m Generic Products A$50.1m A$102m
9%
Branded Products69% Contract Services47%
Generic Products
31%
By region Other8%
Other15% Other 1% Australia23%
Australia
A$51.9m 46% A$50.1m A$102m
US
39%
US
99%
US
69%
(1) Based on Mayne Pharma and Metrics LTM sales to Jun 2012. USD:AUD FX rate of 1.03
www.maynepharma.com 29
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Expands and diversifies the new product 3
pipeline
Combined portfolio (number of products) Observations
35 � Metrics has 9 current products with a further 11 in
302520 1 4 5 5 11 development; 2 of which are pending approval with the FDA and 9 others to be filed in FY13
15 2
1050 59 14 17 21 26 20 � Mayne Pharma has 5 existing proprietary products with 3 in development and an additional 3 will be
Current Filed pending 1H FY13 2H FY13 FY14+ Total put into development as a result of the acquisition
products approval target target
(approved) filing filing
� Combined business will have 14 marketed products
Metrics Mayne Pharma
plus 17 new products in various stages of
development
Combined portfolio (market size) �US$bn [(1)]
� Combined product portfolio and pipeline is
7.0 targeting a total end market size of ~US$6 billion
6.0
5.0 2.7 3.2 � Complementary R&D capabilities and technologies
4.0 will enable the combined entity to accelerate the
3.0 1.8 development pipeline
2.0
1.0 0.51.2 2 3.0 � Three further Mayne Pharma products will be
0.0 Current Pipeline Total put into development with a target market of
products ~US$0.8 billion
Metrics Mayne Pharma
(1) IMS Health and management estimates
www.maynepharma.com 30
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Strong and complementary management 4
team
Key employees
� Established and experienced
William Phillip (Phil) Hodges, President Metrics, Inc. leadership team will remain with
�� Founded the Metrics business in 199430+ years experience in the pharmaceutical industry business delivering stability at Metrics
� Prior experience includes Burroughs Wellcome (GlaxoSmithKline)
� Expanded management capacity with
Richard Moldin, Executive VP Products global experience which will allow
� Commenced with Metrics in 2004 acceleration of new business
�� 40+ years experience in the pharmaceutical industryPrior experience includes Burroughs Wellcome, Purepac and Mylan development opportunities
� Phil Hodges will remain President of
Gerald Sakowski, VP Products Metrics and will become a member of
� Commenced with Metrics in 1997
� 20+ years pharmaceutical experience Mayne Pharma’s Board
� Prior experience includes Oneida and Applied Analytical Industries
� Richard Moldin will continue to lead
Steve Taylor, CFO, VP Finance & HR the Products business possessing an
� Commenced with Metrics in 1998 outstanding track record in the US
�� 30+ years experience in accounting / financePrior experience includes Consolidated Diesel generic industry, and is well known to
Mayne Pharma management
Michael D. Ruff, PharmD, CPIP, Vice President, Pharmaceutical
Development � Senior management of Metrics
� Commenced with Metrics in 1997 supported by a strong team of direct
�� 25+ years experience in the pharmaceutical industryPrior experience includes Burroughs Wellcome reports averaging 19+ years experience
Jeff Basham, VP Business Development � Senior management LTI option
� Commenced with Metrics in 2003 package with both tenure and share
�� 30+ years experience in the pharmaceutical industryPrior experience includes LCM Pharmaceutical price hurdles to be finalised
www.maynepharma.com 31
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Mayne Pharma Group Retail Entitlement Offer
Complementary business to Mayne Pharma 5
with significant combination opportunities
Material upside is expected from cross selling opportunities: no synergy benefits are assumed in FY13 guidance
Mayne Pharma cross � Select current and pipeline Mayne Pharma products to be distributed directly in the US by Metrics which
selling opportunities will lead to significant revenue and margin uplift
� Acceleration of the commercialisation of Mayne Pharma’s product portfolio utilising Metrics R&D
capability and supply chain infrastructure
� Access to Metrics’ DEA license will de-risk Mayne Pharma’s extended release pain generic
opportunity by providing on the ground critical project management support
Metrics cross selling � Distribution of Metrics’ product portfolio and pipeline in Australia and other international markets
opportunities � Select Metrics approved and pipeline products to be launched in Australia: Target market size:
US$45 million (IMS Health)
� Ability to attract new in-licensing opportunities in Australia through harvesting opportunities across
Metrics’ 100+ client base
� Leverage Metrics’ customers into Mayne Pharma’s Australian R&D contract services
� Metrics introduces a deeper pool of leading US pharma candidates to provide R&D contract services
Acceleration of Mayne � Metrics’ business development network will enhance access to the Japanese market for SUBACAP [®] and
Pharma pipeline accelerate partnering and commercialisation
Metrics will expand the geographic and functional footprint of Mayne Pharma with some cost synergies
expected across the combined entity
Operational � US R&D footprint offers a cheaper R&D cost base with an estimated 25% cost saving per FTE by
efficiencies across deploying in the US market
combined entity � Merged entity will minimise duplication of business development resources in US market
� No cost synergies have been assumed in FY13 guidance
www.maynepharma.com 32
5. The new Mayne Pharma Group
33
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Revenue synergies
Cost synergies
Unsaved Document / 11/07/2012 / 12:33
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The new Mayne Pharma Group
Contract Services Products
Manufactures and develops proprietary and generic drugs,
Develops pharma formulations and testing
sold through distribution partners or own wholesale
methodologies and provides contract manufacturing distribution
Major clients: Pharmaceutical partners: Insert logos /
examples of
services
PF FY12 Revenue of A$34.8m PF FY12 Revenue of A$67.2m
www.maynepharma.com 34
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Opportunity to drive growth

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Immediate priorities (<12 months) Ongoing initiatives (>12 months)
• Commence integration • Relevant Metrics US approved and • SUBACAP® commercialisation in
immediately following completion filed products to be filed in Australia the US and Japan
• Key focus areas: � Dossiers to be reviewed and • Launch of Mayne Pharma pipeline
� Synergy extraction modified for lodgement with the TGA products in the US through Metrics distribution capability
�� Finance and ITResearch & development • Mayne Pharma approved products� Confirm business case for launch • Launch of Metrics approved & pipeline products in Australia and
� Business development of select products in the US select international markets
� Regulatory affairs • Mayne Pharma pipeline products
� Project management � Begin technology transfer for
controlled substance products
� Utilise formulation expertise and
on the ground regulatory
knowledge to accelerate
development and filing of dossiers
• Leverage Metrics client base and
business development capabilities in
the US market to fast track in-
licensing opportunities
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Pro forma capitalisation
Sources & uses Pro forma summary balance sheet at 30 June 2012
A$m [(1)] A$m
Pro-forma
Pro forma Pro forma as at 30
Sources Uses Mayne Metrics (3) adjust June 2012
Cash 11.6 - (1.4) 10.2
Equity 65.0 Up front payment to vendors 102.6 Receivables 3.8 12.1 - 15.9
Debt facility [(2)] 43.2 Transaction fees 7.0 Inventory 7.2 4.9 - 12.2
PPE 22.2 37.3 - 59.5
(4)
Existing cash 1.4 Intangibles 4.2 0.7 62.1 67.0
Other 4.9 2.6 - 7.4
Total 109.6 Total 109.6 Total assets 53.9 57.5 60.7 172.2
Trade and other payables 4.2 1.5 - 5.8
Borrowings - - 41.6 (2) 41.6
Other financial liabilities 9.3(5) - 10.2 (6) 19.5
Other 9.8 5.3 - 15.1
Total liabilities 23.4 6.9 51.8 82.0
Net Assets 30.6 50.7 8.9 90.2
(1) US amounts converted at a USD:AUD foreign exchange rate of 1.03. (3) Pro forma Metrics 30 June 2012 balance sheet converted from US GAAP to A-IFRS and at
(2) Debt facility of US$48.5 million inclusive of a US$4.0 million revolving credit line, with a USD:AUD foreign exchange rate of 1.03.
the capacity to increase it by a further US$15.0 million (Upsize Feature) to support a (4) The formal determination of 'fair value' adjustments arising as part of the acquisition
payment of the maximum earn-out should it be required. Drawdown on the Upsize has not yet been finalised, and therefore, the acquisition accounting is 'preliminary‘.
Feature is subject to satisfying customary conditions. The facility is subject to a (5) Hospira earn-out of which A$2.8 million is due by June 2013
maximum leverage of 3.5x LTM EBITDA (US only, US GAAP basis), with an effective (6) The pro forma adjustment of A$10.2 million represents the 30 June 2013 earn-out
interest rate of 7.0%. It has a term of five years. The current portion of the committed payment assuming Metrics 12 month ending 30 June 2013 EBITDA of US$20.1 million
debt facility is US$2.2 million. The borrowings are reported net of capitalised borrowing (A$19.5 million).
costs of A$1.6m.
www.maynepharma.com 36
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The new Mayne Pharma Group FY13 guidance(1) 37 Revenue - Mayne Pharma - Metrics FY13 outlook �Mayne Pharma forecast revenue growth (ex US Doryx®) of 6% on pcp driven by expected price increases and volume growth in select products �US Doryx® sales forecast to be substantially lower than FY12 due to introduction of competing generic product and destocking �Metrics’ forecast revenue up 10% on pcp driven by the launch of oxycodone caps (approved 26 July 2012) and growth trajectory of existing generic products portfolio www.maynepharma.com (1) USD:AUD FX rate of 1.03. A 5 cent movement in the USD:AUD FX rate impacts EBITDA by�$0.6m. (2) Assumes 1.5 month contribution from Metrics, based on transaction close date of 15 Nov 2012. (3) Assumes 7.5 month contribution from Metrics , based on transaction close date of 15 Nov 2012. (4) Metrics’ forecast R&D investment has been treated in accordance with the Mayne Pharma accounting policy. (5) Excludes transaction costs. (6) Includes non-cash LTI charge estimated at $0.2 million for proposed Metrics Senior Management option plan. 1H13(2) $19–22m $25�30m �Mayne Pharma 1H13 EBITDA impacted by reduced Doryx® volumes partially offset by growth in MPA and MP Global �Metrics’ EBITDA forecast to grow by approximately 18% in FY13 on pcp reflecting the scalability of the business �Margin improvement in 2H13 with greater contribution from US Doryx® and full 6 month contribution from Metrics Adjusted NPAT(4)(5) �Excludes non-cash amortisation of intangibles recognised on acquisition of Metrics (FY13: $2.2 million) and Mayne Pharma Intl (FY13: $1.4 million); notional interest on earn-out to Hospira (FY13: $0.7 million); and non-cash LTI charge (est. FY13: $0.2 million) for proposed Metrics Senior Mgmt option plan �The company expects to finalise acquisition accounting by 30 June 2013 2H13 $6–8m $19–23m $44�52m $25–29m $38–45m $69�82m $31–37m $4.2�5.2m $11.9�13.5m $16.1�18.7m $2.0��.7m $6.1�7.1m $8.1�9.8m NPAT(4)(5)(6) �7.0% interest on US$43 million acquisition debt �Assumed tax rate of 30% for Mayne Pharma and 39% for Metrics $0.7�1.0m $3.6�4.2m $4.3�5.2m $1.8–2.0m $2.4–3.2m $2.7–3.1m $9.2–10.4m $4.5–5.1m $11.6–13.6m EBITDA(4)(5) - Mayne Pharma - Metrics(6) CAPEX �Further investment in equipment and infrastructure to commercialise the combined new product portfolio $4.0��.5m Capitalised R&D(4) $4.3��.8m �Investment in R&D across the combined business of almost $10 million in FY13, of which ~50% is capitalised and the other 50% included in EBITDA FY13(3) A$m

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The new Mayne Pharma Group outlook beyond FY13

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Solid revenue and margin growth expected across all business segments of the combined entity
Mayne � Mayne Pharma revenue expected to exhibit strong growth in FY14 (over FY13) through
Pharma � Improved sales and marketing of existing products and in-licensing of new products into MPA
� Targeted out-licensing into new international territories
� Full year of supply of US Doryx [®] following generic event in May 2012 and destocking impact
in FY13
Revenue
� First full year revenues from SUBACAP [®] in Europe (expected launch in 2H FY13) and potential
upfront fee from partnering SUBACAP [®] in the US
Metrics � Metrics’ revenue expected to grow in FY14 and FY15 driven by the expected approval and launch
of a further 11 products in the US with current ex-manufacturer sales greater than US$1.8 billion
� US$16 million total investment in R&D over CY10, CY11 and CY12 driving continued expansion of
product pipeline and growth in the short to medium term
� Ongoing investment in R&D across the merged business of around 12-15% of sales will drive delivery of substantial
R&D future growth from new pipeline products
� The new Mayne Pharma Group has a highly scalable platform from which to grow
� Large portion of the revenue growth across the business will be achievable off the existing SG&A base
EBITDA � Move to increasing direct distribution model for pipeline products will enhance margins and profitability
� Accordingly EBITDA margins are expected to increase in FY14
� Combined capex of approximately $4.5 million per year expected
CAPEX
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6. Acquisition funding
39
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Acquisition funding

• Equity raising � A$65.0m total equity raising, comprising: � A$30.4m underwritten 1-for-1 pro-rata accelerated non-renounceable entitlement offer[(1)] ( Entitlement Offer ) � Approximately A$5.7 million institutional tranche ( Institutional Entitlement Offer ) � Approximately A$24.7 million to retail tranche ( Retail Entitlement Offer )

• � A$9.1m underwritten unconditional placement to institutional investors ( Unconditional Placement )

• Equity raising offer � A$19.0m underwritten conditional placement to institutional investors ( Conditional Placement ) structure � A$2.6m conditional placement to certain Metrics shareholders, with the ability to upsize to A$3.1m ( Metrics Placement )[(2)] – subscription agreements have been entered into in relation to the minimum amount

• � A$3.0m conditional placement to Mr Bruce Mathieson and related investment entities ( Mathieson Placement ) � A$0.3m conditional placement to Mayne Pharma Chairman, Roger Corbett AO ( Corbett Placement ) � A$0.5m conditional placement to Mayne Pharma CEO, Scott Richards ( Richards Placement )

• � Underwritten components are underwritten by Credit Suisse (Australia) Limited and UBS AG, Australia Branch � All Mayne Pharma Directors have committed to take up their full entitlement in the Entitlement Offer � Mr Bruce Mathieson and related investment entities have committed to take up the Mathieson Placement, � Mr Roger Corbett AO has committed to take up the Corbett Placement

• Director

• support for � Mr Scott Richards has committed to take up the Richards Placement the equity � Bruce Mathieson has also agreed to sub-underwrite A$5.4m of the Retail Entitlement Offer on customary terms and raising for a fee of 1.5% of the sub-underwritten amount (consistent with the fee payable to institutional sub-underwriters) � Bruce Mathieson's obligations to sub-underwrite will cease if the Underwriting Agreement is terminated � depending on the amount of New Shares allotted to Bruce Mathieson under the sub-underwriting agreement (if any), he and related investment entities will have a post raising[(3)] shareholding of between 8.8% and 14.5%

• (1) The underwriting obligations do not extend to Bruce Mathieson’s (and related investment entities) entitlement shares (2) Metrics Placement denominated in US$. These amounts represent the A$ equivalent based on an AUD:USD rate of 1.03 (3) Based on the A$65.0m equity raising, and excluding any Additional Retail Offer www.maynepharma.com 40

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40
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Acquisition funding

Equity raising (continued)

• Issue price of A$0.20 per new share issued under the equity raising ( New Share )

• Offer pricing � 20.3% discount to theoretical ex-raising price (TERP)[(1)] , with TERP calculated to reflect all offer components � New Shares issued will rank equally with existing Mayne Pharma shares in all respects � Settlement of each conditional placement is subject to Mayne Pharma shareholder approval of that conditional placement by ordinary resolutions at Mayne Pharma’s Annual General Meeting to be held on 9 November 2012

• separate, independent resolutions will be put forward to approve (i) the Conditional Placement and Metrics Placement, (ii) the Mathieson Placement, (iii) the Corbett Placement and (iv) the Richards Placement

• Shareholder � The Board of Mayne Pharma has been advised: approval for � by Mr Bruce Mathieson that his current intention is to vote his shareholding (8.8%) in favour of all conditional conditional placements that he is eligible to vote on, including the Conditional Placement;

• placements

  • by Dr Roger Aston that his current intention is to vote his shareholding (5.9%) in favour of all conditional placements that he is eligible to vote on, including the Conditional Placement; and

  • � by Mr Richard Smith that his current intention is to vote his shareholding (4.0%) in favour of all conditional placements that he is eligible to vote on, including the Conditional Placement

(1) TERP is the theoretical price at which Mayne Pharma shares should trade immediately after the ex-date for the equity raising (including the impact of New Shares to be issued under the equity raising including all placement components, and excluding any Additional Retail Offer), holding all else constant. TERP is a theoretical calculation only and the actual price at which Mayne Pharma shares trade will depend on many factors and may not be equal to the TERP.

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Mayne Pharma Group Retail Entitlement Offer

Acquisition funding

Equity raising (continued)

� Under the Entitlement Offer all eligible shareholders are entitled to subscribe for up to their 1-for-1 entitlement � In addition, eligible retail shareholders may apply for Additional New Shares in excess of their entitlement through the Mechanisms Top Up Offer, with such over-subscriptions to be satisfied out of shortfall shares, subject to Board discretion and for Mayne potential scaleback Pharma � To the extent that eligible retail shareholders apply for an amount of Additional New Shares in the Top Up Offer of up shareholders to an additional 1.13 times their entitlement (the Pro Rata Participation Amount ) and have such application scaled to participate back, the Mayne Pharma Board will seek to implement a subsequent offer to such shareholders to enable them to in the equity subscribe for their full Pro Rata Participation Amount (the Additional Retail Offer ) at the issue price of A$0.20 per new raising share � the maximum size of any Additional Retail Offer is approximately A$22.5m � the conduct of any Additional Retail Offer is subject to obtaining any necessary shareholder and regulatory approvals Debt facility � US$48.5m debt funding with additional US$15m ‘upsize’ feature with preferred financier New Debt � US$44.5m term loan with 5 year maturity plus a US$4.0m revolver Facility � Detailed commitment letter subject to customary conditions executed. Remains subject to full documentation (in progress) www.maynepharma.com 42 Transaction timetable[(1)] Institutional Entitlement Offer opens Thursday 4[th] October Institutional Entitlement Offer, Unconditional Placement and Conditional Placement bookbuild Friday 5[th] October MYX shares recommence trading Monday 8[th] October Notice of meeting dispatched to Shareholders Tuesday 9[th] October Entitlement Offer Record Date (7pm Sydney/Melbourne time) Wednesday 10[th] October Retail Offer Document and Application and Entitlement Forms dispatched to Eligible Retail Shareholders Friday 12[th] October Retail Entitlement Offer opens Friday 12[th] October Settlement of the Institutional Entitlement Offer and Unconditional Placement Tuesday 16[th] October Allotment and commencement of trading of New Shares issued under the Institutional Entitlement Offer and Wednesday 17[th] October Unconditional Placement Retail Entitlement Offer closes (5pm Sydney/Melbourne time) Monday 29[th] October Settlement of the Retail Entitlement Offer Monday 5[th] November Allotment of Retail Entitlement Offer Shares Wednesday 7[th] November Commencement of trading of Retail Entitlement Offer Shares Thursday 8[th] November Annual General Meeting of Mayne Pharma Shareholders to also approve the Conditional Placement, Metrics Friday 9[th] November Placement, Mathieson Placement, Corbett Placement and Richards Placement Settlement of the Conditional Placement, Mathieson Placement, Corbett Placement and Richards Placement Monday 12[th] November Allotment and commencement of trading of New Shares issued under the Conditional Placement, Mathieson Tuesday 13[th] November Placement, Corbett Placement and Richards Placement Completion of Metrics acquisition, and settlement and allotment of the Metrics Placement Mid November Additional Retail Offer (if required) Late November – December www.maynepharma.com (1) Indicative timetable, subject to change 43

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7. Key risks
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44 Key risks This section discusses some of the risks associated with an investment in Mayne Pharma. Mayne Pharma's business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance and forecasts. Before subscribing for Mayne Pharma shares, prospective investors should carefully consider and evaluate Mayne Pharma and its business and whether the shares are suitable to acquire having regard to their own investment objectives and financial circumstances and taking into consideration the material risk factors, as set out below. The risk factors set out below are not exhaustive. Prospective investors should consider publicly available information on Mayne Pharma, examine the full content of this presentation and consult their financial or other advisers before making an investment decision. Operational risks Economic Mayne Pharma may be affected by general economic conditions (including, for example, interest rates, inflation, foreign exchange rates conditions and the labour market environment). The changes in economic conditions may have an adverse effect on Mayne Pharma’s activities, as well as on its ability to fund those activities. Industry Mayne Pharma operates within a highly regulated industry, relating to the manufacture as well as the distribution and supply of regulatory risks pharmaceutical products. As such, the business of Mayne Pharma is continually exposed to the risk of new government policies, regulations and legislation being introduced and changes to existing government policies, regulations and legislation which may impact or restrict its potential profitability. Pricing and The commercial success of Mayne Pharma’s approved products is substantially dependent on achieving acceptable pricing and whether reimbursement acceptable third-party coverage and reimbursement is available from government bodies, private health insurers and other third-parties. This process of obtaining pricing for products is time consuming and the outcomes in certain jurisdictions may not be sufficient to warrant the marketing of products in that jurisdiction. Government bodies, national health authorities and other third-parties are increasingly seeking to contain healthcare costs by delaying reimbursement for, and limiting both the coverage and the level of reimbursement of new products and, as a result, they may not cover or provide adequate payment for Mayne Pharma’s products. It is not uncommon in some jurisdictions for multiple applications to be required before pricing and reimbursement approvals are accepted. An inability to obtain or delays in obtaining satisfactory pricing and reimbursement in certain jurisdictions may impair Mayne Pharma’s’ ability to effectively commercialise products in those jurisdictions. Even if products receive acceptable pricing and reimbursement, pricing and reimbursement levels are subject to change. As a result, Mayne Pharma’s products may not be considered cost effective and reimbursement may not be available to consumers or may not be sufficient to allow Mayne Pharma’s products to be marketed on a competitive basis. Product The ability of Mayne Pharma to offer its products for sale depends on licences and registrations being obtained and maintained by Mayne registrations Pharma from regulatory agencies such as the TGA (Therapeutic Goods Administration of Australia) and the FDA (US Food and Drug Administration). Mayne Pharma can give no assurances that it will successfully register its new products or that the appropriate approvals will be granted for these products on a timely basis. Delays, or failure to obtain such registration and/or approval may have a material adverse effect on the financial performance of Mayne Pharma. www.maynepharma.com 45

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Key risks
Operational risks (continued)
Product liability Mayne Pharma’s business exposes it to potential product liability risks that are inherent in the marketing and use of its products and as
and uninsured such Mayne Pharma has secured insurance to cover various product liability risks in the course of maintaining its business. However,
risks there can be no assurance that adequate or necessary insurance coverage will be available at an acceptable cost or in sufficient amounts,
if at all, or that product liability or other claims would not materially and adversely affect the business or financial condition of Mayne
Pharma.
Competition risk Mayne Pharma conducts business in a highly competitive industry in which there are a number of well established competitors that have
significantly greater financial resources, sales and marketing organisations, market penetration and development capabilities, as well as
broader product offerings and greater market and brand presence. There can be no assurances given in respect of Mayne Pharma’s
ability to compete. Mayne Pharma's financial performance and the value of Mayne Pharma could be materially adversely affected if
existing competitors increase market share or new competitors enter the market.
Access to capital The Mayne Pharma business model requires ongoing re-investment into developing the underlying product portfolio for supply into key
distribution channels, and for working capital to enable continued servicing of key customers. Mayne Pharma will continue to rely on
existing finance facilities as well as reinvesting available profits as deemed appropriate. See Funding risk below
Reduction in In May 2012, the US District Court upheld the validity of the US patent covering the Doryx® 150mg product. The Court also determined
expected sales that the proposed generic versions of the Doryx® 150mg product to be launched by Mylan Pharmaceuticals Inc. (“Mylan”) and Impax
from Doryx [®] Pharmaceuticals Inc. (“Impax”) did not infringe this patent. As a result, Mylan entered the market in May 2012 with a single-scored
generic version of the Doryx® dual-scored 150mg tablets. The timing of entry of other generics into the market for the Doryx [®] 150mg
product is currently unknown by Mayne Pharma. Mayne Pharma is unable to accurately determine the impact of these events on the
market for Doryx [®] .
Mylan litigation Mylan filed an antitrust suit against Warner Chilcott and Mayne Pharma (including its subsidiary Mayne Pharma International Pty Ltd) in
risk the US District Court for the Eastern District of Pennsylvania on 9 July 2012. Mylan alleges that Mayne Pharma and Warner Chilcott have
engaged in conduct that constrained generic competition for Doryx®, and seeks unspecified damages and attorney's fees. Mayne Pharma
and Warner Chilcott are reviewing the complaint and intend to vigorously defend the litigation. Additionally, Mayne Pharma does not
foresee incurring any material financial liabilities in relation to this action based on pre-existing contractual rights with Warner Chilcott.
There is however a risk that Mayne Pharma may incur material financial liabilities if these contractual rights are deemed to be
unenforceable or not broad enough to cover the liabilities.
www.maynepharma.com 46
Key risks
Operational risks (continued)
Relationships Mayne Pharma remains exposed to competitor pressures in retaining and attracting customers. The loss of a key customer, the inability
with customers to renew contracts on similar terms, or the inability of the business to attract new customers may have a material impact on future
profitability and efficient utilisation of fixed assets invested in the business. Mayne Pharma is exposed to the risk of its customers failing
to honour payment obligations.
Relationship with Mayne uses 3 [rd] parties to sell and / or distribute its products. These 3 [rd] parties may choose to prioritise other products or may elect not to
distributors renew distribution agreements when they expire. Should this occur, Mayne Pharma may not be able to sell its products or may suffer
delays in appointing new distributors or sales partners.
Relationships Mayne Pharma’s performance may be negatively impacted if it cannot enter into reasonable commercial agreements with key third party
with suppliers suppliers.
Reliance on key Mayne Pharma is committed to providing an attractive employment environment, conditions and prospects to assist in retaining its key
personnel senior management personnel. However, there can be no assurance that Mayne Pharma will be able to retain these key personnel. The
loss of key personnel or the inability to recruit and retain high calibre staff could have a material adverse effect on Mayne Pharma. The
addition of new employees and the departure of existing employees, particularly in key positions, can be disruptive and could have an
adverse effect on Mayne Pharma.
Patents From time to time, patents on products expire, leading to the launch of less expensive generic branded products. The Australian
Commonwealth Government regulates the maximum price that may be paid for these products when listed on the PBS schedule. Any
changes to the PBS generally or in relation to Mayne Pharma's products may have a material impact on Mayne Pharma.
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	Key risks
Acquisition risks
Completion risk	Completion of the transaction is expected mid November 2012. Material conditions precedent are Mayne Pharma obtaining committed debt
	and equity funding by 12 December 2012 (Funding Condition), Metrics obtaining stockholder approval (which is expected given the receipt of
	necessary proxies in favour of the resolution) and there being no material adverse effect (MAE) in relation to Metrics. If Mayne Pharma
	shareholder approval for the Conditional Placement, Metrics Placement, Mathieson Placement, Corbett Placement and Richards Placement
	are not obtained, Mayne Pharma may need to consider alternatives to fund the balance of the purchase price for the acquisition. A break fee
	of US$1,300,000 is payable by Mayne Pharma if the Funding Condition is not satisfied or Mayne Pharma funding is not available at completion
	of the acquisition (unless as a result of a MAE in relation to Metrics). A break fee of US$1,300,000 is payable by Metrics if the merger
	agreement is terminated because Metrics does not obtain stockholder approval or there is a Metrics MAE, or as a result of Metrics exercising
	a fiduciary out. If the acquisition does not complete for any reason, Mayne Pharma will consider options in relation to the use of the funds
	raised under the equity raising, including use of the funds for general corporate purposes, or return of the funds to shareholders.
Funding risk	There can be no guarantees that funds raised through the capital raising will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. The Mayne Pharma business model requires ongoing additional capital to fund its product portfolio. If
	Mayne Pharma is unable to use debt or equity to fund expansion after the substantial exhaustion of the proceeds of the capital raising there
	can be no assurances that Mayne Pharma will have sufficient capital resources for that purposes, or other purposes, or that it will be able to
	obtain additional resources on terms acceptable to Mayne Pharma or at all. Mayne Pharma may seek to obtain funding by issuing additional
	shares or borrowing money. Any additional equity financing may be dilutive to shareholders and any debt financing, if available, may involve
	restrictive covenants, which may limit Mayne Pharma's operations and business strategy. Mayne Pharma's failure to raise capital if and when
	needed could delay or suspend its business strategy and could have a material adverse effect on Mayne Pharma's activities. In the event that
	the preferred debt-financier for the deal cannot achieve successful syndication within 30 days after closing, modifications to the debt package
	may occur: eg. pricing of the Term Loan may be increased by up to 100 basis points and / or amortization of the Term Loan may be increased
	by up to 25% per annum. There is a risk that the debt funding documents may not be executed or the conditions enabling the drawing down
	of that facility are not satisfied in which case Mayne Pharma may not be able to complete the acquisition and will need to pay the
	US1,300,000 break fee to Metrics, unless it obtains alternative funding (debt and/or equity).
Reliance on	Mayne Pharma undertook a due diligence process in respect of Metrics, which relied in part on the review of financial and other information
information	provided by the vendors of Metrics. Despite taking reasonable efforts, Mayne Pharma has not been able to verify the accuracy, reliability or
provided	completeness of all the information which was provided to it against independent data. Similarly, Mayne Pharma has prepared (and made
	assumptions in the preparation of) the financial information relating to Metrics on a stand-alone basis and also to Mayne Pharma post-
	acquisition (“Mayne Pharma Group”) included in this Presentation in reliance on limited financial information and other information provided
	by the vendors of Metrics. Mayne Pharma is unable to verify the accuracy or completeness of all of that information. If any of the data or
	information provided to and relied upon by Mayne Pharma in its due diligence process and its preparation of this Presentation proves to be
	incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Metrics and the Mayne
	Pharma Group may be materially different to the financial position and performance expected by Mayne Pharma and reflected in this
	Presentation. Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material
	issues and risks in respect of the acquisition have been identified. Therefore, there is a risk that unforseen issues and risks may arise, which
	may also have a material impact on Mayne Pharma.
48 www.maynepharma.com
	Key risks
Acquisition risks (continued)
Analysis of	Mayne Pharma has undertaken financial, business and other analyses of Metrics in order to determine its attractiveness to Mayne
acquisition	Pharma and whether to pursue the acquisition. It is possible that such analyses, and the best estimate assumptions made by Mayne
opportunity	Pharma, draws conclusions and forecasts that are inaccurate or which are not realised in due course. To the extent that the actual results
	achieved by Metrics are different than those indicated by Mayne Pharma’s analysis, there is a risk that the profitability and future
	earnings of the operations of the Mayne Pharma Group may be materially different from the profitability and earnings expected as
	reflected in this Presentation.
Integration risk	The acquisition involves the integration of the Metrics business, which has previously operated independently to Mayne Pharma. As a
	result, there is a risk that the integration of Metrics may be more complex than currently anticipated, encounter unexpected challenges
	or issues and takes longer than expected, diverts management attention or does not deliver the expected benefits and this may affect
	Mayne Pharma Group’s operating and financial performance. Further, the integration of Metrics’ accounting functions may lead to
	revisions, which may impact on the Mayne Pharma Group’s reported financial results.
Historical liability	If the acquisition of Metrics completes, Mayne Pharma may become directly or indirectly liable for any liabilities that Metrics has incurred
	in the past, which were not identified during its due diligence or which are greater than expected, and for which the market standard
	protection (in the form of representations and warranties and indemnities) negotiated by Mayne Pharma prior to its agreement to
	acquire Metrics turns out to be inadequate in the circumstances. Such liability may adversely affect the financial performance or position
	of Mayne Pharma Group post acquisition.
Acquisition	In accounting for the acquisition in the pro-forma combined balance sheet, Mayne Pharma has performed a preliminary fair value
accounting	assessment of all of the assets, liabilities and contingent liabilities of Metrics. Mayne Pharma will undertake a formal fair value assessment
	of all of the assets, liabilities and contingent liabilities of Metrics post-acquisition, which may give rise to a materially different fair value
	allocation to that used for purposes of the pro-forma financial information set out in this Presentation. Such a scenario will result in a
	reallocation of the fair value of assets and liabilities acquired to or from goodwill (included in the intangibles line in the pro-forma
	summary balance sheet) and may lead to an increase or decrease in depreciation and amortisation charges in the Mayne Pharma Group’s
	income statement (and a respective increase or decrease in net profit after tax).
Change of control	The acquisition may trigger change of control clauses in a number of material contracts to which Metrics is a party. If triggered, the
	change of control clauses may require counterparty consent. If the consent of a counterparty cannot be obtained and a material contract
	containing a change of control clause is terminated or renegotiated on less favourable terms, it may have an adverse impact on Mayne
	Pharma Group’s financial performance and prospects.

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Key risks General risks Share price The market price of Mayne Pharma Group shares will fluctuate due to various factors, many of which are non-specific to Mayne Pharma fluctuations Group, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, changes in government, fiscal, monetary and regulatory policies, global geo-political events and hostilities and acts of terrorism, and investor perceptions. Fluctuations such as these may adversely affect the market price of Mayne Pharma Group shares. Economic risks Mayne Pharma Group is exposed to economic factors in the ordinary course of business. Factors such as changes in fiscal, monetary and regulatory policies can adversely impact Mayne Pharma Group’s earnings. Businesses such as Mayne Pharma Group that borrow money are potentially exposed to adverse interest rate movements that may affect the cost of borrowing, which in turn would impact on earnings and increase the financial risk inherent in those businesses. Foreign exchange A substantial proportion of Mayne Pharma Group’s revenues and costs are denominated in currencies other than Australian dollars and, risk post the acquisition, its debt will be denominated in United States dollars. Exchange rate movements affecting these currencies may impact the income statement or assets and liabilities of Mayne Pharma Group, to the extent the foreign exchange rate risk is not hedged or not appropriately hedged. It is Mayne Pharma Group’s policy to enter into simple Forward Exchange Contracts or Participating Forward Exchange Contracts over a set percentage of the forecast net receipts of US dollars. The percentages used vary depending on the length of the forecast period. Mayne Pharma Group also holds assets and liabilities in United States dollars (USD), British pounds (GBP), Japanese yen (JPY) and Euro (EUR). The existence of both assets and liabilities denominated in USD provides a limited natural hedge against adverse currency movements. Government Mayne Pharma Group operates in highly regulated industry segments. Mayne Pharma Group may be affected by changes to government policies and policies and legislation, including those relating to the pharmaceutical industry, property, the environment, taxation, the regulation of legislation trade practices and competition. Mayne Pharma Group is also subject to the regulatory requirements of the Corporations Act, the ASX Listing Rules and ASIC policy. Changes to legislation or to these regulatory requirements or other policy and procedures may affect Mayne Pharma Group, its business operations and financial performance, or have other unforeseen implications. Litigation There has been substantial litigation and other proceedings in the pharmaceutical industry. Defending against litigation and other third party claims would be costly and time consuming and would divert management's attention from the business, which could have a significant financial effect on Mayne Pharma's business. www.maynepharma.com 50 Key risks General risks (continued) Change in Mayne Pharma Group is subject to the usual business risk that there may be changes in accounting policies which impact Mayne Pharma accounting policy Group. Asset As a consequence of the global financial crisis, ASIC has specifically identified impairment of assets as an issue for Australian companies. impairment The Board regularly monitors impairment risk. Consistent with Australian Accounting Standard AASB 136 Impairment of Assets, Mayne Pharma Group is periodically required to assess the carrying value of its non-current assets, including its brands and goodwill. Where the recoverable amount of an asset is assessed to be less than its carrying value, Mayne Pharma Group is obliged to recognise an impairment charge in its income statement. Impairment charges can be significant and can reduce the level of a company’s profits and, potentially, its capacity to pay dividends. Impairment charges are a non-cash item. Dividends The payment of any future dividends will be at the discretion of the Board and will depend, amongst other things, on the performance and financial circumstances of the Company at the relevant time. However, the Board’s general policy will be to distribute cash flows generated by the Company’s operating activities which are surplus to the Company’s ongoing requirements for maintaining and growing the business. There can be no guarantee as to the likelihood, timing, franking or quantum of future dividends from Mayne Pharma Group. Taxation Future changes in Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect taxation treatment of an investment in Mayne Pharma Group shares, or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the various jurisdictions in which Mayne Pharma Group operates, may impact the future tax liabilities of Mayne Pharma Group. www.maynepharma.com 51

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Additional information

This Retail Offer Document (including the ASX announcements and Investor Presentation in relation to the Retail Entitlement Offer reproduced in it) and accompanying personalised Application and Entitlement Form have been prepared by the Company. The information in this Retail Offer Document is dated 12 October 2012.

No party other than the Company has authorised or caused the issue of the information in this Retail Offer Document, or takes any responsibility for, or makes, any statements, representations or undertakings in this Retail Offer Document.

3. Required Actions

3.1 Effect of the Entitlement Offer and placements on capital structure

The approximate capital structure of the Company will be as follows:

Shares	Number
Shares on issue as at 4 October 2012	152.2 million
Shares issued under the Institutional Entitlement Offer and Unconditional	73.7 million
Placement
New Shares offered under the Retail Entitlement Offer as per this Retail Offer	123.7 million
Document
Shares offered under the Conditional Placements	127.6 million*
Total Shares on issues on close of the Entitlement Offer, Unconditional	477.2 million*
Placement and Conditional Placements (excluding any Shares that may be
issued under the Additional Retail Offer)
Maximum shares that may be offered under the Additional Retail Offer (if	112.5 million**
required)

*These are the likely number of Shares including a US$2.7 million conditional placement to Metrics shareholder and an A$ to US$ exchange rate of 1.03. These number of Shares are not certain as they depend on the ability to upsize the conditional placement to Metrics shareholders to US$3.2 million and the A$ to US$ exchange rate.

**Please refer to Section 1.3 of this Retail Offer Document for details regarding the Additional Retail Offer.

3.2 Financial effect of the Entitlement Offer and placements

Please see the Investor Presentation for the financial effect of the Entitlement Offer, Unconditional Placement and Conditional Placements on the Company.

3.3 Impact on control

The Directors do not believe that the Entitlement Offer will have a material effect on the control of the Company as no individual Shareholder currently owns more than 20% of the Shares and the Company does not expect any Shareholder to hold more than 20% after completion of the Entitlement Offer.

3.4 Directors

All Directors intend to participate in the Entitlement Offer.

Scott Richards, CEO of the Company, has also agreed to take 2,500,000 further Shares under the Conditional Placements.

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Mayne Mayne Pharma GroupPharma Group Retail Entitlement Offer Retail Entitlement Offer

Roger Corbett has also agreed to take a further 1,676,319 Shares under the Conditional Placements.

Bruce Mathieson has also agreed to take further Shares under the Conditional Placements to maintain his and his related investment entities' approximately 8.81% shareholding in the Company.

Additionally, Bruce Mathieson has agreed to sub-underwrite A$5.4m of the Retail Entitlement Offer on customary terms and for a fee of 1.5% of the sub-underwritten amount (consistent with the fee payable to institutional sub-underwriters). Bruce Mathieson's obligations to subunderwrite will cease if the Underwriting Agreement is terminated. Depending on the amount of New Shares allotted to Bruce Mathieson under the sub-underwriting agreement (if any), he and his related investment entities will have a post capital raising[5] shareholding of between 8.8% and 14.5%.

4. Risk factors

4.1 Introduction

The Company's operations are subject to a number of risks which may impact on its future performance and forecasts. Before subscribing for New Shares, Shareholders should carefully consider and evaluate the Company and its business and whether the New Shares are suitable to acquire having regard to their own investment objectives and financial circumstances and taking into consideration the material risk factors.

In particular, Shareholders should consider the risk factors outlined in the Key risks section of the Investor Presentation included in this Retail Offer Document, any of which could affect the operating and financial performance of the Company or the value of an investment in the Company. The risk factors set out in the Key risks section of the Investor Presentation are not exhaustive.

You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer. The Company has applied to ASX for the grant of official quotation of the New Shares and any Additional New Shares. It is expected that normal trading on ASX will commence in relation to New Shares issued under the Retail Entitlement Offer on 8 November 2012. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law, including for negligence) to persons who trade New Shares before the New Shares are listed on the official list of ASX or before they receive their written confirmation of issue, whether on the basis of confirmation of the allocation provided by the Company, the Share Registry or the Underwriters. ASX accepts no responsibility for any statement in this Retail Offer Document.

4.2 New Zealand Shareholders

New Zealand Shareholders should also consider the taxation and currency risks associated with investing in New Shares.

5 Based on the A$65.0m equity raising, and excluding any Additional Retail Offer.

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5. Eligible Retail Shareholders

The information in this Retail Offer Document contains an offer of New Shares to Eligible Retail Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Class Order 08/35.

The Retail Entitlement Offer is not being extended to any shareholders outside Australia or New Zealand, other than potentially selected institutional shareholders and investors in certain foreign jurisdictions. By returning a completed Application and Entitlement Form or making a payment by BPAY®, you will be taken to have represented and warranted that you satisfy each of the Eligible Retail Shareholder criteria. Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries selected by the Company.

6. Not investment advice or financial product advice

The Retail Entitlement Offer to which the information in this Retail Offer Document relates complies with the requirements of section 708AA of the Corporations Act as modified by ASIC Class Order 08/35. The information in this Retail Offer Document is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Company is not licensed to provide financial product advice in respect of the New Shares and any Additional New Shares or any other financial products.

The information in this Retail Offer Document does not purport to contain all the information that you may require to evaluate a possible application for New Shares or any Additional New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with the Company’s other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au. The information in this Retail Offer Document does not take into account the investment objectives, financial situation or needs of you or any particular investor. Before deciding whether to apply for New Shares or any Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial objectives and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the Shares, the subject of the Retail Entitlement Offer.

If, after reading this Retail Offer Document, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant, solicitor or other independent professional adviser. You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.

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7. Foreign jurisdictions

The information in this Retail Offer Document does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, and no action has been taken to register the Shares or otherwise permit a public offering of the New Shares in any jurisdiction outside of Australia and New Zealand. Return of the personalised Application and Entitlement Form or your BPAY® payment will be taken by the Company to constitute a representation by you that there has been no breach of any such laws. Due to legal restrictions, nominees and custodians may not send copies of this Retail Offer Document or any material relating to the Retail Entitlement Offer or accept the Retail Entitlement Offer in relation to any person in the United States, any person that is, or is acting for the account or benefit of, a U.S. Person, or to any person in any other jurisdiction outside Australia or New Zealand except to beneficial shareholders who are institutional or professional investors in certain foreign countries selected by the Company.

United States

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any U.S. Person. New Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the New Shares have been registered under the U.S. Securities Act or an exemption from registration under the U.S. Securities Act is available. The New Shares to be offered and sold in the Retail Entitlement Offer have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States and, accordingly, the New Shares are only being offered and sold to persons that are not U.S. Persons or acting for the account or benefit of U.S. Persons, in offshore transactions within the meaning of Regulation S under the U.S. Securities Act and in compliance therewith. Any U.S. Person or any person that is or is acting for the account or benefit of a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person it knows to be a U.S. Person. The distribution of this document outside Australia and New Zealand may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person or to any person acting for the account or benefit of a U.S. Person.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand) .

This Retail Offer Document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand) . This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

8. Taxation

Taxation is only one of the matters that must be considered when making a decision in relation to New Shares and any Additional New Shares.

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Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for tax purposes and who hold their Shares as capital assets.

This Section does not consider the Australian tax consequences for particular types of Eligible Retail Shareholders, including those who:

• (a) hold their Shares as assets used in carrying on a business or who may carry on the business of share trading, banking or investment; or

• (b) hold their Shares through an employee share scheme or whose Shares are held as revenue assets or trading stock; or

• (c) are tax residents of any jurisdiction (including New Zealand) other than Australia.

The summary below is based on the law in effect as at the date of this Retail Offer Document, is general in nature and should not be relied upon by Eligible Retail Shareholders as tax advice. Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

8.1 Income tax

Issue of Entitlements

Subject to the qualifications noted above and assuming that the Eligible Retail Shareholder continues to hold their Shares until the issue of the Entitlements, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Shareholder on the basis that the Entitlements satisfy the requirements in section 59-40 of the Income Tax Assessment Act 1997 (Cth) and are therefore treated as non-assessable and nonexempt income.

Exercise of Entitlements

Eligible Retail Shareholders who exercise their Entitlements and subscribe for New Shares and, any Additional New Shares, will acquire those Shares with a cost base for CGT purposes equal to the Issue Price payable by them for those shares plus any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or derive assessable income, from exercising the Entitlements or subscribing for the New Shares or any Additional New Shares.

8.2 New Shares and Additional New Shares

Taxation of income for Eligible Retail Shareholders

Eligible Retail Shareholders who exercise their Entitlements will acquire New Shares and, in the Company's sole discretion, any Additional New Shares. Any future dividends or other distributions made in respect of those New Shares and any Additional New Shares will be subject to the same taxation treatment as dividends or other distributions made on Shares held in the same circumstances.

For Eligible Retail Shareholders to be eligible for a tax offset in relation to any franking credits attached to a dividend paid by the Company on the New Shares and any Additional New Shares, they will need to hold the New Shares or any Additional New Shares at risk for at least 45 days, not counting the day of acquisition or disposal (referred to as the holding period rule ). The holding period rule generally only needs to be satisfied once for the New Shares and any Additional New Shares and will apply in respect of the New Shares and any Additional New Shares beginning on the day after the day on which the Eligible Retail Shareholder acquires the New Shares or any Additional New Shares. This rule does not apply if the Eligible Retail Shareholder is an individual

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where the total franking credits entitlement for the year of income of the individual in which the dividend is received is below A$5,000.

Taxation of disposals for Eligible Shareholders

On any disposal of New Shares and any Additional New Shares, Eligible Retail Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares or any Additional New Shares. The cost base of those Shares is described above, but, for these purposes, the cost base should also include a reasonable apportionment of the non-deductible incidental costs on disposal and any interest paid in respect of borrowings used to acquire those Shares that was not otherwise deductible to the Eligible Retail Shareholder.

New Shares will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Shareholder exercised the Entitlement to subscribe for them. New Shares under the Top Up Offer will be treated for the purposes of the CGT discount as having been acquired when the Company issues or allots those Additional New Shares. In order to benefit from the CGT discount that may be available to individuals, trusts and complying superannuation funds in respect of a disposal of the New Shares or any Additional New Shares, the New Shares or any Additional New Shares must have been held for at least 12 months before the disposal of the New Shares or any Additional New Shares.

Taxation of a return of capital by the Company

Where a return of capital is made by the Company, the cost base and reduced cost base of the Eligible Retail Shareholder's New Shares or any Additional New Shares for CGT purposes will be reduced by the amount of the return of capital, with any excess over the cost base triggering a capital gain. The amount returned may also include a dividend component, which will be subject to tax as set out above.

8.3 Goods and Services Tax and Stamp Duty

No Australian GST or stamp duty is payable in respect of the issue or exercise of the Entitlements or the acquisition of New Shares and any Additional New Shares (subject to the further stamp duty comments immediately below). Eligible Retail Shareholders may be charged GST on third party brokerage or advisor costs in respect of the issue or exercise of the Entitlements or the acquisition of those New Shares or any Additional New Shares, depending on their individual circumstances.

9. Underwriting

On 4 October 2012, the Company entered into an underwriting agreement with the Underwriters who have agreed to underwrite the Entitlement Offer on the terms and conditions set out in the underwriting agreement ( Underwriting Agreement ). The obligations of the Underwriters are subject to the satisfaction of certain conditions precedent, including:

• (a) the Company obtaining, and ASX not withdrawing or modifying, the necessary ASX waivers required to conduct the Offer;

• (b) ASX not indicating that it will not admit the New Shares to quotation; and

• (c) receipt by the Underwriter of certain customary opinions and reports from the Company and its advisers.

The Company has (subject to certain limitations) agreed to indemnify the Underwriters and its officers, employees, advisers and related bodies corporate against losses in connection with the

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Entitlement Offer. The Company and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer. The Underwriters may each terminate the Underwriting Agreement and be released from their respective obligations if any of a range of events occur. A summary of these key termination events is set out below.

The Underwriters will be remunerated by the Company for providing these underwriting services at market rates and be reimbursed for certain expenses. The Underwriters have not authorised or caused the issue of, and take no responsibility for, this Retail Offer Document, and to the maximum extent permitted by law, disclaim all liability in connection with the Entitlement Offer and this Retail Offer Document.

The Underwriter may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events on or prior to the settlement date of the Retail Entitlement Offer, including (but not limited to) where:

• (a) the Company is removed from the official list of ASX or the Shares cease to be quoted or are suspended from quotation by ASX;

• (b) there are material disruptions in financial or economic conditions in key markets, certain falls in the S&P/ASX 200 index or hostilities commence or escalate in certain key countries;

• (c) a statement contained in the offer materials is or becomes false, misleading or deceptive (including by omission) or likely to mislead or deceive, or statements or estimates relating to future matters in the offer materials are or become incapable of being met; and

• (d) there is a material adverse change in the financial position or performance, assets, liabilities, profits, losses or prospects of the Company or any of its subsidiaries.

Please note that the above is not an exhaustive list of the termination events in the Underwriting Agreement.

10. Financial data

All dollar values in this Retail Offer Document are in Australian dollars ($ or A$) unless otherwise stated.

The pro forma historical financial information included in this Retail Offer Document does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.

11. Information availability

Eligible Retail Shareholders in Australia or New Zealand can obtain a copy of this information during the period of the Retail Entitlement Offer by calling the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am to 5.30pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer period. A replacement Application and Entitlement Form can be requested by calling the Share Registry.

12. Forward-looking statements and future performance

Neither the Company, its officers, employees, agents, associates and advisers, nor any other person warrants or guarantees the future performance of the New Shares, any Additional New

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Shares or any return on any investment made pursuant to the information in this Retail Offer Document. Forward looking statements, opinions and estimates provided in the information in this Retail Offer Document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Any forward looking statements including projections, guidance on future production, sales, earnings, dividends, and other estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Board, including the risks described in the accompanying Investor Presentation, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Retail Offer Document.

13. Past performance

Past performance information given in this Retail Offer Document is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information in this Retail Offer Document is, or is based upon, information that has been released to the market. For further information, please see past announcements released to ASX.

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Glossar y

Term	Definition
Additional Retail Offer	Has the meaning given in Section 1.3 of this Retail Offer Document
Additional New Share	A Share offered and issued under the Top Up Offer
Applicant	An Eligible Retail Shareholder who applies for New Shares under this Retail Offer
	Document
Application	An application for a specified number of New Shares by an Applicant under this Retail
	Offer Document
Application and Entitlement	The personalised form for participation in the Retail Entitlement Offer attached to or
Form	accompanying this Retail Offer Document
Application Monies	Funds accompanying a completed Application and Entitlement Form or funds paid by
	BPAY®
ASIC	Australian Securities and Investments Commission
ASX Settlement Rules	The Settlement Operating Rules made by ASX Settlement Pty Ltd ACN 008 504 532
ASX	ASX Limited ACN 008 624 691 or the financial market operated by it, as the context
	requires
ASX Listing Rules	The listing rules of ASX
Board	The Directors acting as a board of the Company
CGT	Capital Gains Tax
Closing Date	The date on which the Retail Entitlement Offer closes, expected to be 5pm
	(Melbourne time) on 29 October 2012
Company or Mayne Pharma	Mayne Pharma Group Limited ACN 115 832 963
Conditional Institutional	Has the meaning given in the Investor Presentation
Placement
Conditional Placements	Has the meaning given in the Chairman's Letter
Corbett Placement	Has the meaning given in the Investor Presentation
Corporations Act	Corporations Act 2001(Cth)
Directors	The directors of the Company
Eligible Retail Shareholder	As defined in Section 1.1 of this Retail Offer Document
Entitlement	The number of New Shares each Eligible Retail Shareholder is offered under the
	Retail Entitlement Offer as designated on their Application and Entitlement Form
Entitlement Offer	Has the meaning given in the Chairman's Letter
Excess Amount	Any monies in excess of the full amount of Application Monies for an Eligible Retail
	Shareholder's whole Entitlement
Existing Shares	Shares on issue at the Record Date
GST	Good and Services Tax
Ineligible Shareholders	Shareholders who do not satisfy the criteria of Eligible Retail Shareholders

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Term	Definition
Institutional Entitlement	Has the meaning given in the Chairman's Letter
Offer
Investor Presentation	The investor presentation released to ASX on 4 October 2012 and included and
	forming part of this Retail Offer Document
Issue Price	The price payable for one New Share under this Retail Offer Document or A$0.20
Mathieson Placement	Has the meaning given in the Investor Presentation
Melbourne time	The time in Melbourne, Australia
Metrics	Metrics, Inc., a privately owned US-based contract pharmaceutical development
	company which develops, manufactures and distributes niche generic products
Metrics Placement	Has the meaning given in the Investor Presentation
New Share	A Share offered and issued under this Retail Offer Document, the terms and
	conditions of which are set out in this Retail Offer Document
Non Eligible Foreign	A Shareholder with an address in the Company's share register outside Australia or
Shareholder	New Zealand, unless the Company is satisfied that it is not precluded from lawfully
	issuing New Shares to that Shareholder either unconditionally or after compliance
	with conditions which the Board in its sole discretion regards as acceptable and not
	unduly onerous
Offer Period	12 October 2012 to 29 October 2012 or any other date as may be determined by the
	Company
Opening Date	12 October 2012
Pro Rata Participation	Has the meaning given in Section 1.3 of this Retail Offer Document
Amount
Record Date	7pm (Melbourne time) on 10 October 2012
Retail Entitlement Offer	The retail component of the Entitlement Offer being the offer of 1 New Share for each
	1 Existing Share on the terms set out in this Retail Offer Document to Eligible Retail
	Shareholders
Retail Offer Document	This document given to ASX on 12 October 2012
Richards Placement	Has the meaning given in the Investor Presentation
Section	Means a section of this Retail Offer Document
Securities Act	U.S. Securities Act of 1933, as amended
Share	A fully paid ordinary share in the capital of the Company
Shareholder	A holder of at least one Share as recorded on the Company's share register
Share Registry	Computershare Investor Services Pty Limited ABN 48 078 279 277.
Shortfall	New Shares offered under the Retail Entitlement Offer for which valid Applications
	have not been received from Eligible Retail Shareholders under their Entitlement or
	the Top Up Offer on or before the Closing Date
Top Up Offer	The offer described in section 1.3 of this Retail Offer Document
Unconditional Placement	Has the meaning given in the Chairman's Letter
Underwriters	Credit Suisse (Australia) Limited and UBS AG, Australia Branch
Underwriting Agreement	As defined in Section 9 of this Retail Offer Document
U.S. Persons	As defined in Regulation S under the Securities Act

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Cor rate Director po y

Directors

• Roger Corbett, AO (Chairman)

Chief Executive Officer and Managing Director

• Scott Richards

• The Hon. Ron Best

• Bruce Mathieson

• Scott Richards

Company Secretary

• Mark Cansdale

• Ian Scholes

Lawyers to the Offer

Registered Office

• Level 14 474 Flinders Street Melbourne, Victoria 3000

• Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne, Victoria 3000

Underwriters

Share Registry

• Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067

• Credit Suisse (Australia) Limited Level 41, 101 Collins Street Melbourne, Victoria 3000

and

• UBS AG, Australia Branch 8 Exhibition Street Melbourne, Victoria 3000

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