Perpetual Limited — Major Shareholding Notification 2005

Mar 14, 2005

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme PHARMAXIS LTD
ACN/ARSN	082 811 630

1. Details of substantial holder (1)

Name	PERPETUAL TRUSTEES NOMINEES LIMITED AS TRUSTEE OF THE AUSTRALIANBIOSCIENCE TRUST
ACN/ARSN (if applicable)	000 341 533
There was a change in the interests of thesubstantial holder on		11/03/2005
The previous notice was given to the company on		10/11/2003
The previous notice was dated		10/11/2003

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORDINARY	20,245,000	18.7%	16,040,200	11.9%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration givenin relation to change(7)	Class and numberof securitiesaffected	Person's votesaffected
11/03/2005	PERPETUALTRUSTEESNOMINEESLIMITED ASTRUSTEE OFTHEAUSTRALIANBIOSCIENCETRUST	DISPOSAL OFSHARES	$5,045,760	ORDINARY	4,204,800
11/03/2005	GBS VENTUREPARTNERS LTDAS MANAGEROF THEAUSTRALIANBIOSCIENCETRUST	AS PER THEABOVE -DISPOSAL OFSHARES BYREGISTEREDHOLDER	AS PER THEABOVE -$5,045,760	ORDINARY	4,204,800

4. Present relevant interests

Person entitled to be Nature of relevant Holder of Registered holder Class and number Person's votes of securities registered as holder interest (6) of securities relevant interest $(8)$ PERPETUAL PERPETUAL PERPETUAL TRUSTEES TRUSTEES TRUSTEES NOMINEES NOMINEES NOMINEES LIMITED AS LIMITED AS LIMITED AS REGISTERED ORDINARY -TRUSTEE OF TRUSTEE OF 16,040,200 TRUSTEE OF THE 16,040,200 HOLDER THE THE AUSTRALIAN AUSTRALIAN AUSTRALIAN BIOSCIENCE BIOSCIENCE BIOSCIENCE TRIIST TRUST TRUST $\overline{\text{GBS}}$ PERPETUAL PERPETUAL VENTURE TRUSTEES TRUSTEES PARTNERS NOMINEES NOMINEES MANAGER -LTD AS LIMITED AS ORDINARY -LIMITED AS POWER TO 16,040,200 MANAGER OF TRUSTEE OF CONTROL 16,040,200 TRUSTEE OF THE THE THE DISPOSAL AUSTRALIAN AUSTRALIAN AUSTRALIAN BIOSCIENCE BIOSCIENCE BIOSCIENCE TRUST TRUST TRUST

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
PERPETUAL TRUSTEESNOMINEES LIMITED ACN 000341 533 AS TRUSTEE OFTHE AUSTRALIANBIOSCIENCE TRUST	LEVEL 7. 1 CASTLEREAGH STREET, SYDNEY NSW 2000
GBS VENTURE PARTNERS LTDACN 072 515 247 ASMANAGER OF THEAUSTRALIAN BIOSCIENCETRUST	LEVEL 5. HARLEY HOUSE, 71 COLLINS STREET VIC 3000

Signature

print name	capacity
sign here	date

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown"
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.