MAYNE PHARMA GROUP LIMITED — AGM Information 2012

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ANNUAL GENERAL MEETING MINTER ELLISON LEVEL 23, 525 COLLINS ST, MELBOURNE VIC 3000 AT 10.00 AM ON 9 NOVEMBER, 2012

CHAIRMAN’S ADDRESS

Good morning ladies and gentlemen, I'm Roger Corbett, the Chairman of your company.

I would like to welcome you to the Mayne Pharma Annual General Meeting for 2012.

I have confirmed that we have a quorum with the company secretary.

Let me start by introducing the Board members, senior executives, and the company’s auditor.

Joining me at the front are my fellow non-executive directors: Bruce Mathieson and Ron Best; our Chief Executive Officer, Scott Richards and our Chief Financial Officer and Company Secretary, Mark Cansdale. Ian Scholes sends his apologies as he is overseas.

Welcome also to Mr Ashley Butler, the Company’s auditor and other representatives of Ernst and Young.

I’ll now outline the procedure for today’s meeting. There are three items of business on today’s agenda:

1. My Chairman’s Report: then

1. Scott Richards will provide an update on the business and then go into further detail on the exciting Metrics acquisition; and

2. Then we will go into the formal part of the meeting where we will vote on the resolutions outlined in the notice of meeting. We will then conclude the meeting.

I will now move to the Chairman’s report.

Although the Company faced some challenging circumstances with a delay in the regulatory approval of SUBACAP®, and the launch of a generic product that competes with our Doryx® product, I am very pleased to be able to report on a successful financial year for our Company, and a very positive outlook for our pipeline of new products.

Sales revenue to 30 June 2012 was up 10% to $51.9 million, reported EBITDA was up 81% to $11.5 million and reported net profit after tax was up 265% to $6.2 million. The improved result was generated across all areas of the business.

Revenue from our domestic business, Mayne Pharma Australia, which covers the sale of our proprietary and generic products in Australia was up 5.6% to almost $10 million. The sales of our proprietary products in international markets through our distribution partners such as Warner Chilcott, Pfizer, and Boryung were up 13% to $30.6 million. Finally, our contract manufacturing business grew sales 9% to $11.4 million during the period.

Margins and profitability also increased due to the operational restructure undertaken in 2011, enhanced sales and marketing of our proprietary products and more effective working capital management.

During the year there were many other highlights:

• Debt was fully paid down in October 2011 and our cash balance increased 100% to $11.6 million

• The TGA approved the transfer and manufacture of our Astrix ® and Mayne Pharma branded aspirin tablets in house

• The installation of a new commercial spray dryer was completed in March 2012 to enable us to commercially manufacture SUBACAP ®

• The UK regulatory agency (MHRA) notified us that SUBACAP ® was approvable in the UK

• Expansion of the R&D program with two new oral generic products under development

• And as you no doubt know, we appointed Scott Richards to the CEO position in February this year. Scott joined the company at its Adelaide headquarters and brings a wealth of international pharmaceutical experience having worked in the US, Europe and Asia.

• In Scott, we are confident we have the right person to lead the company going forward and deliver on our strategic priorities.

Until recently, Mayne Pharma had only one product in its pipeline, SUBACAP ® and one major product in its current portfolio, Doryx ® that contributed the majority of the Company’s profit. Scott has brought in new management, new products have been in licensed and we have commenced work on 2 new R&D projects.

Obviously, the most material change since our last AGM is the acquisition of Metrics, which came about because of the relationships Scott has with the current management of Metrics. This acquisition was highly complex and Scott has worked tirelessly with Mayne Pharma and Metrics management, external advisers, debt and equity providers to garner the support of all. There is no doubt that this transaction clearly fits with our strategy to diversify our product range, technologies and footprint, and will transform the Mayne Pharma business.

Many people have questioned why we would buy an asset, based in Greenville, North Carolina when so many acquisitions don’t even work when they are in the same country?

In the pharmaceutical industry, Australia represents 1% of the global market. The biggest market is the United States, which represents 35% of the global pharmaceutical market. This is not a traditional “buy, absorb, and cut costs” acquisition – this acquisition is a valuable strategic step that gains us real access to our biggest relevant market, greatly expands our capabilities and outlook, accelerates our development and commercialisation processes, and will allow us to offer the combined product range into both Mayne Pharma’s and Metrics’ existing markets as well.

We have acquired a niche asset that is a leading player in the contract services market, has world class product development and manufacturing capabilities, has a strong and growing presence in the US generics industry and also offers our business significant cross selling opportunities.

The acquisition will transform our existing business in the following ways:

• Equity will increase from $31 million to $90 million

• Total assets will increase from $54 million to $172 million

• Our people will increase from 160 to over 460 people

• Revenue and EBITDA will more than double. Metrics revenue was over US$50 million in 2012 and EBITDA was over US$16 million.

• The combined group will be significantly diversified across a number of revenue streams including contract services, generic products and proprietary products.

• Marketed products will increase from 5 to 14

• Products under development will increase from 3 to 16 targeting markets with sales of

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over US$3.8 billion

• The two businesses are highly complementary in terms of technical capability and there is material upside from the opportunity to cross sell each other’s products and leverage off the R&D capability and supply chain infrastructure of each company to accelerate the commercialisation of the development pipeline.

• The number one synergy of the transaction is the opportunity to distribute select Mayne Pharma pipeline products through Metrics’ wholesale distribution capability, without requiring Mayne Pharma to partner with a 3[rd] party and give away a significant proportion of the profit margin

• Mayne Pharma will also be able to distribute Metrics’ currently approved products and pipeline products in Australia and other international markets following regulatory approval.

We believe we have acquired the business at an attractive price and are confident that the acquisition of Metrics will be materially accretive to EPS in FY13 and beyond. We expect to be able to grow the business in future years and to provide further increases in shareholder value. Scott will talk more about the acquisition in his address.

In terms of the structure of the acquisition the Company has funded the $105 million upfront acquisition price by:

• an underwritten accelerated entitlement offer for ordinary shares at 20c each, which raised $30 million,

• an unconditional placement which raised $9 million, and

• a number of conditional placements which we hope will be approved by shareholders today which will raise a further $26 million.

I am pleased to report, the Metrics shareholders have re-invested over $3.5 million into Mayne Pharma shares. We have also finalised the debt funding package and have committed debt of US$48.5 million which includes a US$4 million revolving credit facility.

I have had several shareholders comment on the issue price selected for the capital raising. The acquisition of Metrics required a significant capital raising in a short period of time and in a volatile market. The capital raising was structured to ensure that all shareholders could participate and not be diluted. As you know the institutional component of the capital raising received strong support from our existing institutional shareholders and was oversubscribed. The retail offer, which has only just been completed, was also oversubscribed showing again the strong support received from our retail shareholders.

Before handing over to Scott I wanted to thank you, our shareholders for your continued support and interest in the Group. I will now invite Scott to provide an update on the business, following which I will return to complete the more formal part of the meeting.

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