2026 Notice of Annual General Meeting and shareholder pack
Released
Released
Announcement PDF
19 October 2026
Manager, Company Announcements
ASX Limited
Level 27
39 Martin Place
SYDNEY NSW 2000
Via E-Lodgement
2026 Annual General Meeting
Attached is the Mayne Pharma Group Limited 2026 Notice of Annual General Meeting and a related proxy
form. A letter to shareholders from the Chair is also attached.
The 2026 Annual General Meeting will be held at 10:00am on Friday, 20 November 2026 (AEDT).
The Notice of Meeting contains instructions for shareholders explaining how to participate in the AGM,
including how to attend or watch the proceedings, vote and ask questions.
This announcement is authorised by the Chair.
Yours faithfully,
Mayne Pharma Group Limited
Laura Loftus
Company Secretary
SRN/HIN: I9999999999
328946_01_V3
Control Number: 189278
19 October 2026
2026 Mayne Pharma Group Limited Annual General Meeting
Dear Fellow Shareholder
On behalf of the Board, I am pleased to invite you to the 2026 Mayne Pharma Group Limited Annual
General Meeting (AGM) which will be held at 10:00am (Melbourne time) on Friday, 20 November 2026 at
Minter Ellison Offices, Level 20, Collins Arch, 447 Collins St, Melbourne and online at
https://meetnow.global/MCUUA2J.
The AGM is an important annual event for Mayne Pharma giving shareholders the opportunity to hear from
your Chair and your Chief Executive Officer, ask questions about the management and operations of your
Company and vote on the items of business.
The Notice of Meeting for the 2026 AGM is available at maynepharma.com/investor-relations/annual-
general-meeting/. Shareholders, proxyholders and interested parties can participate in the AGM by
attending in person or via the webcast live at https://meetnow.global/MCUUA2J. Any shareholders
wishing to lodge a proxy vote or lodge questions ahead of the meeting can do this by logging onto
https://www.investorvote.com.au and entering the Control Number and your holder number (SRN/HIN)
located at the top of this letter. Lodging questions or casting your proxy vote ahead of the meeting will not
prevent you from attending online or in person. You can also submit questions to ir@maynepharma.com.
The business of the meeting set out in the Notice of 2026 Annual General Meeting is as follows:
1. Consider the statutory reports for the financial year ended 30 June 2026;
2. Election and re-election of Board endorsed Directors (Resolutions 1-3);
3. Election of external non-Board endorsed candidate (Resolution 4);
4. Adopt the 2026 Remuneration Report (Resolution 5); and
5. Approve the Omnibus Equity Incentive Plan (Resolution 6).
MYX
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Samples/000001/000002/i12
*M00000112Q02*
328946_01_V3
Each Director (where permitted to do so) recommends that shareholders vote in favour of Resolutions 1, 2,
3, 5 and 6 and against resolution 4.
The Board does not believe that the election of Dr Wells is in the best interests of Mayne Pharma. The Board
has carefully considered Dr Wells’ nomination against the current Board composition and the skills and
experience required to deliver Mayne Pharma’s purpose and strategy. Following that review, the Board has
concluded that the size and composition of your Board is optimal at the present time, therefore the addition
of Dr Wells would not add value to your Board.
Thank you for your continued support of Mayne Pharma. I hope you can join us for the AGM this year.
Yours sincerely
Professor Bruce Robinson
Chair
Notice of 2026 Annual General Meeting
Notice is given that the 2026 Annual General Meeting of Mayne Pharma Group Limited will be held on Friday,
20 November 2026 at 10:00am (Melbourne time)
Mayne Pharma Notice of Annual General Meeting 2026 2
NOTICE OF ANNUAL GENERAL MEETING
Mayne Pharma Group Limited ACN 115 832 963
The annual general meeting of shareholders (Shareholders) of Mayne Pharma Group Limited (Company or Mayne
Pharma) will be held at 10:00am (Melbourne time) on Friday, 20 November 2026 as a hybrid meeting (AGM).
Shareholders, proxyholders and interested parties can participate in the AGM by attending in person at MinterEllison,
Level 20, Collins Arch, 447 Collins St, Melbourne, VIC 3000 or online at https://meetnow.global/MCUUA2J.
Further information on how to participate in the AGM is provided in this Notice of AGM and in the AGM Meeting Guide
which you can access at maynepharma.com/investor-relations/annual-general-meeting/. If you cannot attend the AGM
in person or online at the scheduled time, you can participate in the AGM by appointing a proxy to attend and vote on
your behalf. Details on how to appoint a proxy are contained in this Notice of AGM.
This Notice of AGM is being distributed electronically and is available to view and download at
maynepharma.com/investor-relations/annual-general-meeting/. Copies of the Chair’s address will be available on both
the ASX website at asx.com.au and Mayne Pharma’s website maynepharma.com.
PARTICIPATION AT THE AGM
Attend in person or watch and participate live online
Shareholders are invited to watch and participate in the AGM by either:
• participating in person at MinterEllison, Level 20, Collins Arch, 447 Collins St, Melbourne, VIC 3000; or
• participating virtually by entering the following URL in your browser: https://meetnow.global/MCUUA2J. To do this
you will need a computer or mobile/tablet device with internet access.
Participation in the meeting in person and online enables Shareholders to view the AGM live, ask questions and cast
votes during the meeting. All Shareholders will have an equal opportunity to participate in the online meeting regardless
of their physical location. Shareholders, once verified, will be taken to be present at the AGM for all purposes, until
either the meeting ends or (for those participating online) the Shareholder exits the online platform. It is important that
Shareholders participating online are connected to the internet at all times during the AGM in order to vote.
Voting options
Voting on all Resolutions will be conducted by a poll. Shareholders who are attending in person can cast votes during
the meeting. Shareholders who are attending online can watch the AGM and cast votes using the Computershare online
platform. Non-Shareholders will be able to attend the AGM in person or watch the AGM via the Computershare online
platform by registering as a guest but will not be able to vote or ask questions.
Questions
Shareholders who are attending in person can ask questions during the meeting.
Shareholders are encouraged to lodge questions prior to the AGM by submitting questions to ir@maynepharma.com.
Shareholders participating via the Computershare online platform will be able to ask questions by following the prompts
in the online platform.
It may not be possible to respond to all questions. However, Shareholders as a whole will have a reasonable opportunity
to ask questions about or make comments on the management of the Company.
3 Mayne Pharma Notice of Annual General Meeting 2026
BUSINESS
1. Financial statements and reports
To receive and consider the Directors' Report, Financial Statements and the Independent Auditor’s Report for the
year ended 30 June 2026.
Note: There is no vote on this item.
2. Election and Re-election of Board endorsed Directors
This year there are two Board endorsed Directors standing for election: Mr Jacob Ma-Weaver and Ms Meghan
Rivera, and one Board endorsed Director standing for re-election: Professor Bruce Robinson.
Resolution 1 – Election of Jacob Ma-Weaver
To consider and, if thought fit, to pass the following ordinary resolution:
'That Mr Jacob Ma-Weaver, who was appointed to the Board since the last Annual General Meeting and who retires
in accordance with the Company’s constitution and, being eligible and having signified his candidature for office,
be elected as a Director.'
Resolution 2 – Election of Meghan Rivera
To consider and, if thought fit, to pass the following ordinary resolution:
'That Ms Meghan Rivera, who was appointed to the Board since the last Annual General Meeting and who retires
in accordance with the Company’s constitution and, being eligible and having signified her candidature for office,
be elected as a Director.'
Resolution 3 – Re-election of Bruce Robinson
To consider and, if thought fit, to pass the following ordinary resolution:
'That Professor Bruce Robinson, who retires by rotation in accordance with the Constitution and, being eligible and
having signified his candidature for office, be re-elected as a Director.'
3. Election of external non-Board endorsed candidate
Resolution 4 –Election of Brett Wells
To consider and, if thought fit, to pass the following ordinary resolution:
'That Dr Brett Wells, an external candidate nominated for election in accordance with the Company's constitution
and, being eligible and having signified his candidature for office, be elected as a Director.'
The Board recommends shareholders vote against Resolution 4.
Mayne Pharma Notice of Annual General Meeting 2026 4
4. Remuneration report
Resolution 5 – Adoption of Remuneration Report
To consider and, if thought fit, pass the following ordinary resolution:
'That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report that forms part of the
Directors' Report of the Company for the financial year ended 30 June 2026 be adopted.'
Note: In accordance with section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only and
does not bind the Directors.
5. Omnibus Equity Incentive Plan
Resolution 6 – Approval of Omnibus Equity Incentive Plan
To consider and, if thought fit, pass the following ordinary resolution:
'That, for the purposes of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, Shareholders approve the
issue and grant of securities by the Board in its discretion in accordance with the Omnibus Equity Incentive Plan (a
summary of which is set out in the Explanatory Information) as an exception to ASX Listing Rule 7.1.'
5 Mayne Pharma Notice of Annual General Meeting 2026
VOTING RESTRICTIONS
Voting exclusion for Resolution 5
The Company will disregard any votes cast on Resolution 5:
• by or on behalf of a member of the Company’s key management personnel (KMP) named in the Remuneration
Report for the year ended 30 June 2026 or their Closely Related Parties (regardless of the capacity in which the vote
is cast); or
• as a proxy by a person who, at the date of the Meeting, is a member of the Company’s KMP or their Closely Related
Parties,
unless the vote is cast as proxy for a person entitled to vote on Resolution 5:
• in accordance with a direction on the proxy form; or
• by the Chair of the Meeting pursuant to an express authorisation in the proxy form to exercise the proxy as the Chair
sees fit, even though Resolution 5 is connected with the remuneration of members of the KMP.
Voting exclusion for Resolution 6
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:
• a person who is eligible to participate in the Omnibus Equity Incentive Plan; or
• an Associate of that person (or those persons).
However, this does not apply to a vote cast in favour of the resolution by:
• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions
given to the proxy or attorney to vote on the resolution in that way;
• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Item, in accordance with a
direction given to the Chair to vote on the resolution as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided
the following conditions are met:
o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an associate of a person excluded from voting, on the resolution; and
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote
in that way.
In addition, a vote must not be cast on Resolution 6 by a member of the KMP of the Company or their Closely Related
Party, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote
on Resolution 6. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as a
proxy for a person entitled to vote on the resolution because the Company’s proxy appointment expressly authorises
the Chair of the Meeting to exercise undirected proxies even though the resolution is connected directly or indirectly
with the remuneration of a member of the KMP of the Company.
Mayne Pharma Notice of Annual General Meeting 2026 6
PROXIES AND SHAREHOLDER INFORMATION
IMPORTANT: Shareholders are urged to direct their proxy on how to vote by clearly marking the relevant box for each
Resolution on the proxy form.
Proxies
1. A Shareholder entitled to attend and vote at the Meeting has the right to appoint a person (who does not need to
be a Shareholder) as the Shareholder’s proxy to attend and vote at the Meeting.
2. If a Shareholder is entitled to cast two or more votes they may appoint two proxies (but no more) provided that
an appointment of two proxies will have no effect unless each proxy is appointed to represent a specified
proportion of the Shareholder’s voting rights aggregating to no more than 100% of that Shareholder’s voting rights.
If the Shareholder appoints two proxies, neither proxy may vote on a show of hands.
3. The proxy form must be signed by the Shareholder or their attorney. Proxies given by corporations must be signed
by a director and company secretary or two directors or a sole director/secretary or a sole director or its duly
authorised attorney.
4. If the proxy form is signed but is blank in all other material respects, it will be taken to mean that it is in favour of
the Chair of the Meeting for full voting rights and the Chair will vote in favour of Resolutions 1-3, 5 and 6 on a poll
(subject to the voting exclusions set out in this Notice). The Chair will vote against Resolution 4.
5. A proxy may decide whether to vote on any motion, except where the proxy is required by law, the ASX Listing
Rules or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed to vote
on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not
directed how to vote on an item of business, the proxy may vote as they think fit.
6. If proxy holders vote, they must cast all directed proxies as directed. Any directed proxies which are not voted will
automatically default to the Chair of the Meeting, who must vote the proxies as directed.
7. The proxy form accompanying this Notice contains detailed instructions regarding how to complete the proxy form
if a Shareholder wishes to appoint the Chair as his or her proxy. You should read those instructions carefully.
8. Except where paragraph 9 immediately below applies, in relation to Resolution 5 and Resolution 6, a proxy must
not vote if:
(a) they are a KMP or a Closely Related Party of a KMP; and
(b) their appointment as proxy does not specify the way they are to vote on the Resolution.
9. By appointing the Chair of the meeting as your proxy in relation to Resolution 5 and/ or Resolution 6, you expressly
authorise the Chair to vote in favour of that Resolution unless:
(a) you direct the Chair to vote against or to abstain from voting on that Resolution; or
(b) you are a member of the KMP, or a Closely Related Party of a KMP.
10. Subject to any voting exclusions, the Chair of the Meeting intends to exercise all open proxies by voting in favour
of Resolutions 1, 2, 3, 5 and 6, and against Resolution 4.
11. Proxies may be lodged in the following way:
Mail Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
7 Mayne Pharma Notice of Annual General Meeting 2026
Facsimile: (within Australia) 1800 783 447
(outside Australia) +61 3 9473 2555
Online: www.investorvote.com.au
(by following the instructions set out on the website)
Custodian voting – For Intermediary Online subscribers only please visit
www.intermediaryonline.com to submit your voting intentions
12. Enquiries can be made at 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am
and 5.30pm (Melbourne time), Monday to Friday.
13. Proxy forms must be received at least 48 hours before the Meeting, being by no later than 10:00 am (Melbourne
time) on Wednesday, 18 November 2026.
Entitlement to vote
14. The Company has determined that the persons entitled to attend and vote at the Annual General Meeting will be
those persons set out in the register of Shareholders as at 7:00 pm (Melbourne time) on Wednesday, 18 November
2026.
Voting by attorney
15. A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the AGM,
the instrument effecting the appointment (or a certified copy of it) must be received at the address listed above
for the receipt of proxy appointments at least 48 hours before the commencement of the AGM, being by no later
than 10:00 am (Melbourne time) on Wednesday, 18 November 2026.
Voting by corporate representative
16. A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to
act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the
Corporations Act. The representative should ensure that a copy of their appointment, including any authority
under which it is signed, has been provided to Computershare before the AGM.
Mayne Pharma Notice of Annual General Meeting 2026 8
EXPLANATORY INFORMATION
1. Financial statements and reports
At the AGM, Shareholders will be given an opportunity to ask questions and comment on the Directors' Report,
Financial Statements and Independent Auditor's Report for the financial year ended 30 June 2026.
Shareholders can view or download a copy of the 2026 Annual Report from the Company's website at
maynepharma.com.
The Company's auditor will be available to answer questions as to the conduct of the audit and the Independent
Auditor's Report.
Shareholders should note that the sole purpose of tabling the Directors' Report, Financial Statements and
Independent Auditor's Report of the Company at the Annual General Meeting is to provide Shareholders with the
opportunity to ask questions or discuss matters arising from them. It is not the purpose of the Meeting that the
Directors' Report, Financial Statements and Independent Auditor's Report be accepted, rejected or modified in any
way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the
Company's Directors' Report, Financial Statements and Independent Auditor's Report will be put to Shareholders
at the Meeting.
2. Election and Re-election of Board endorsed Directors
Under rule 3.3 of the Constitution, any Director appointed by the Board since the last annual general meeting
automatically retires at the next annual general meeting and is eligible for election at that general meeting.
Appropriate background checks were completed before Mr Jacob Ma-Weaver and Ms Meghan Rivera were
appointed to the Board.
Under rule 3.6 of the Constitution, at each annual general meeting one third (or if that is not a whole number, the
whole number nearest to one third) of the Company's Directors (excluding any Directors appointed since the last
Annual General Meeting) must retire from office and are eligible for re-election.
Resolution 1 – Election of Mr Jacob Ma-Weaver (BA, MA, CFA)
Resolution 1 seeks approval for the election of Mr Jacob Ma-Weaver as a Director with effect from the end of the
Annual General Meeting.
Mr Ma-Weaver was appointed to the Board on 14 August 2026.
Mr Ma-Weaver, a US resident, is the Managing Member of Cable Car Capital, LP (Cable Car), an investment adviser
he founded in 2013. Cable Car is the General Partner of Funicular Funds, LP, a hedge fund. Funicular Funds, LP,
holds 9.90% of the Shares. Mr Ma-Weaver served on the Board of ARCA biopharma, Inc. from 2022 until its
business combination with Oruka Therapeutics in 2024. Prior to his role at Cable Car, Mr Ma-Weaver was an
investment analyst at Amici Capital LLC, where he focused on healthcare. He previously worked as an equity
research associate at Dodge & Cox and a corporate finance business analyst at McKinsey & Company.
Prior to his appointment, Mayne Pharma undertook appropriate background and experience checks on Mr Ma-
Weaver.
The Board has determined that Mr Ma-Weaver is not an independent Director.
The Board (with Mr Ma-Weaver abstaining) recommends that Shareholders vote in favour of Resolution 1.
9 Mayne Pharma Notice of Annual General Meeting 2026
Resolution 2 – Election of Ms Meghan Rivera (BScBusAdmin)
Resolution 2 seeks approval for the election of Ms Meghan Rivera as a Director with effect from the end of the
Annual General Meeting.
Ms Rivera was appointed to the Board on 26 June 2026.
Ms Rivera, a US resident, brings more than 25 years of experience in the US pharmaceutical industry across
multiple therapeutic areas including women’s health. Ms Rivera’s experience includes building, scaling and
transforming businesses across biopharma and she has played a key role in launching branded products in the US.
She currently serves as Vice President and Global Commercial Lead for ViiV Healthcare, a leading
biopharmaceutical organisation focused on the prevention, treatment and cure of HIV. Prior roles include US
Market President at Organon & Co (NYSE: OGN), Chief Marketing Officer and Head of Commercial at Akili
Interactive, and Senior Vice President of Women's Health at AMAG Pharmaceuticals.
Prior to her appointment, Mayne Pharma undertook appropriate background and experience checks on Ms Rivera.
Ms Rivera is a member of the Remuneration and People Committee and the Nomination Committee.
The Board has determined that Ms Rivera is an independent Director.
The Board (with Ms Rivera abstaining) recommends that Shareholders vote in favour of Resolution 2.
Resolution 3 – Re-election of Professor Bruce Robinson (AC, MD, MSC, FRACP, FAAHMS, FAICD)
Resolution 3 seeks approval for the re-election of Bruce Robinson as a Director with effect from the end of the
Annual General Meeting.
The Board appointed Professor Robinson as a Director of the Company on 26 August 2014, and he was appointed
Chair effective 14 January 2026.
Professor Robinson, a practising Endocrinologist at Sydney’s Royal North Shore Hospital, is Former Dean of
University of Sydney’s Sydney Medical School. Professor Robinson has been the head of the Cancer Genetics Unit
at the Kolling Institute of Medical Research, Royal North Shore Hospital since 1989. Since 2001, Professor Robinson
has been Chairman of Hoc Mai Foundation, a major program in medical and health education and exchange with
Vietnam. He is a Non-Executive Director of Cochlear Limited, Lorica and QBiotics Group Limited. He is a Board
Member of the Woolcock Institute, is Chair of National Health and Medical Research Council and Chair of the
Medical Benefits Review Taskforce.
Professor Robinson is a member of the Audit and Risk Committee and Chair of the Nomination Committee.
The Board has determined that Professor Robinson is an independent Director.
The Board (with Professor Robinson abstaining) recommends that Shareholders vote in favour of Resolution 3.
Mayne Pharma Notice of Annual General Meeting 2026 10
3. Election of non-Board endorsed candidate
Resolution 4 – Election of Dr Brett Wells (BEng (Aerospace) (Hons), PhD (Astronomy & Astrophysics) (ANU),
MBBS (Hons) (Syd), FANZCA)
Dr Wells has been nominated for election as a Director in accordance with rule 3.5(c) of the Constitution. Dr Wells
was nominated by his wife, Dr Kenney Wan, a Shareholder.
Dr Wells’ nomination is not endorsed by the Board. The Board is in the process of undertaking appropriate checks
into Dr Wells’ background and experience, in accordance with the ASX Corporate Governance Principles and
Recommendations and Mayne Pharma’s standard practice. If those checks reveal anything of concern, the
Company will provide an update to shareholders.
Dr Wells provided the following information for inclusion in this Notice of Meeting. The information has not been
verified nor is it endorsed by Mayne Pharma.
Dr Brett Wells is an astrophysicist, a specialist anaesthetist, an aerospace engineer and a financial analyst who runs
his family office. His family own just under 2% of Mayne Pharma’s issued shares. He is seeking election to bring
that combination of expertise, substantial personal investment and demonstrated shareholder engagement to the
Board.
His family carries a significant unrealised loss on its investment while continuing to have substantial personal
capital exposed to the Company’s future performance.
Dr Wells trained in aerospace engineering before completing his PhD in Astronomy and Astrophysics at the
Australian National University’s Mount Stromlo Observatory. His research included work at Caltech’s Infrared
Processing and Analysis Center and the Australia Telescope National Facility, followed by a postdoctoral fellowship
at the Institut d’Astrophysique Spatiale, Université Paris-Sud.
He graduated from the University of Sydney’s medical program in 2001 with the highest level of honours and the
K.C.T. Rawle Surgical Prize. During his medical studies, he undertook visiting study in space medicine at the
University of Texas Medical Branch and at the University of Oxford.
After working at Royal North Shore Hospital, he completed five years of specialist anaesthetic training through St
George Public Hospital. He is a Fellow of the Australian and New Zealand College of Anaesthetists and now practises
in Sydney’s private hospitals, principally supporting ophthalmic and urological surgery.
He is also developing a large-scale cancer research database and a Python-based analytical framework using
existing large language models to organise and interrogate evidence and investigate potential treatment
approaches, particularly in prostate cancer. His broader commercial interests include modular construction, which
he is exploring through preliminary discussions with Wild Modular.
Dr Wells manages his family’s investment office. His investment experience includes equity research, company
valuation, financial analysis and scenario modelling. He has undertaken extensive modelling of alternative
outcomes for Mayne Pharma, examining the financial viability of different strategic pathways, their capital
requirements, potential returns and downside risks. This includes evaluating appropriate investment in DistributeRx
and how different strategic choices could affect the Company’s value and financial position. His work uses large-
scale existing AI models to assist with research, valuation and scenario analysis.
His investment education is self-directed and includes reading all 18 volumes of the 2022 CFA curriculum and
hundreds of investment books. He has not taken the CFA examinations and does not hold the CFA designation, as
the qualification was not necessary for his family office work.
Through his X account, @toy59496, he publishes equity analysis and commentary on corporate governance to a
significant following that includes retail investors and fund managers.
11 Mayne Pharma Notice of Annual General Meeting 2026
Dr Wells would combine financial alignment with shareholders, clinical insight, quantitative research skills and
demonstrated commitment to understanding Mayne Pharma’s challenges.
His priorities would be effective oversight, rigorous assessment of strategic alternatives, disciplined investment,
measurable performance and timely disclosure. He would work constructively with fellow directors and
management while exercising independent judgement and scrutinising strategy and execution. He recognises that
his responsibilities would be to the Company as a whole and would consider the interests of all shareholders.
The Board’s recommendation
The Board does not believe that the election of Dr Wells is in the best interests of Mayne Pharma. The Board has
carefully considered Dr Wells’ nomination against the current Board composition and the skills and experience
required to deliver Mayne Pharma’s purpose and strategy. Following that review, the Board has concluded that
the size and composition of your Board is optimal at the present time, therefore the addition of Dr Wells would
not add value to your Board.
The Board recommends Shareholders vote against Resolution 4. The Chair of the AGM intends to vote
undirected proxies against Resolution 4.
4. Resolution 5 – Adoption of Remuneration Report
The Annual Report for the financial year ended 30 June 2026 contains a Remuneration Report, which forms part
of the Director’s Report and sets out the remuneration policy for the consolidated entity comprising the Company
and its controlled entities and reports on the remuneration arrangements in place for its KMP.
Mayne Pharma’s executive remuneration framework is focused on aligning Shareholder and management
interests by adopting a remuneration policy with a significant weighting to at-risk remuneration including equity-
based incentives.
The Remuneration Report includes further details on the elements of remuneration that are performance based,
the performance conditions that apply and the methodology used to assess satisfaction of those performance
conditions.
The vote on Resolution 5 to adopt the Remuneration Report relates to the Company’s remuneration policy and
outcomes for the 2026 financial year (FY26).
During consideration of this item, there will be an opportunity for Shareholders at the Meeting to comment on
and ask questio
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