SYNTARA LIMITED — Capital/Financing Update 2014

Nov 9, 2014

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Pharmaxis Ltd

ABN

75 082 811 630

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

482,500

Issue of fully paid ordinary shares upon exercise of options granted under the Pharmaxis Ltd Employee Option Plan.

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Yes
	If the additional +securitiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	50,000 shares (PXSAAF): exercise price of $nilper share;397,500 shares (PXSAAP) : exercise price of$nil per share;35,000 shares (PXSAG) : exercise price of $nilper share;
6	Purpose of the issue(If issuedas consideration forthe acquisition of assets, clearlyidentify those assets)	ExerciseofoptionsunderPharmaxisLtdEmployee Option Plan
6a	Is the entity an +eligibleentitythathasobtainedsecurityholder approval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	n/a

+ See chapter 19 for defined terms.

• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

n/a

n/a

n/a

n/a

n/a

n/a

n/a

10 November 2014

• See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

	Number	+Class
+class8Numberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	310,120,349	Fullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	40,000	Optionsexpiring1
	+securitiesnot quoted on ASX		February 2015 with an
	+securities(includingthein		exercisepriceof
	section 2 if applicable)		$0.6940 (ASX Code
			PXSAY)
		290,000	Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.007(ASXCode
			PXSAW)
		642,500	Optionsexpiring4
			August 2015 with an
			exercise price of $1.65
			(ASX Code PXSAZ)
		30,000	Optionsexpiring16
			October 2015 with an
			exercisepriceof
			$2.632(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

Number	+Class
10,000	Optionsexpiring12February 2016 with anexercisepriceof$2.054(ASXCode
37,500	PXSAB)Optionsexpiring31May2016withanexercisepriceof
711,250	$1.894(ASXCodePXSAC)Optionsexpiring14August 2016 with an
10,000	exercisepriceof$1.777(ASXCodePXSAD)Optionsexpiring19
	September 2016 withan exercise price of$1.7518 (ASX CodePXSAE)
25,000	Optionsexpiring13December 2016 withan exercise price of$2.9310 (ASX CodePXSAF)
102,500	Optionsexpiring17June2017withanexercisepriceof$3.1755 (ASX Code
1,592,500	PXSAH)Optionsexpiring9August 2017 with anexercisepriceof
200,000	$3.2490 (ASX CodePXSAL)Optionsexpiring14November 2016 with
	an exercise price of$3.0858 (ASX CodePXSAK)

+ See chapter 19 for defined terms.

Number	+Class
40,000	Optionsexpiring5
	November 2017 with
	an exercise price of
	$4.1500 (ASX Code
	PXSAT)
3,000	Optionsexpiring7
	February 2018 with an
	exercisepriceof
	$3.1266 (ASX Code
	PXSAN)
4,000	Optionsexpiring10
	April2018with an
	exercisepriceof
	$1.9735 (ASX Code
	PXSAP)
1,500	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
1,139,500	PXSAR)Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAV)
15,000	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.4660 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

Number	+Class
5,000	Optionsexpiring10
	December 2018 with
	an exercise price of
	$1.0207 (ASX Code
	PXSAAB)
207,500	Optionsexpiring4
	February 2019 with anexercisepriceof
	$1.1980 (ASX Code
	PXSAAC)
1,142,875	Optionsexpiring22
	June2019withan
	exercisepriceof
	$2.4098 (ASX Code
	PXSAAE)
332,000	Optionsexpiring6
	September 2020 with
	a zero exercise price
	(ASX Code PXSAAF)
1,920	Optionsexpiring23
	September 2020 with
	a zero exercise price(ASXCode
	PXSAAG)
9,000	Optionsexpiring14
	November 2020 with a
	zeroexerciseprice
	(ASXCode
	PXSAAH)
7,000	Optionsexpiring29
	August 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAJ)
1,667,000	Optionsexpiring28
	June 2022 with a zero
	exerciseprice(ASX
	Code PXSAG)

+ See chapter 19 for defined terms.

Number	+Class
8,600	Optionsexpiring9
	August 2022 with a
	zeroexerciseprice
	(ASXCode
	PXSAAK)
200,000	Optionsexpiring28
	June 2022 with a zero
	exerciseprice(ASX
	Code PXSAAM)
30,000	Optionsexpiring17
	October 2022 with a
	zeroexerciseprice
	(ASXCode
	PXSAAO)
5,980,750	Optionsexpiring6
	June 2023 with a zero
	exerciseprice(ASX
	Code PXSAAP)
56,000	Optionsexpiring31
	October 2023 with a
	zeroexerciseprice
	(ASXCode
	PXSAAQ)
2,000,000	Optionsexpiring5
	June 2023 with a zero
	exerciseprice(ASX
	Code PXSAAR)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

n/a

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non‐renounceable?
13	+securitiesRatioinwhichthewill be offered
14	+Classof +securitiesto which theoffer relates

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Namesofanybrokerstotheissue
23	Feeorcommissionpayableto
	the broker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled

+ See chapter 19 for defined terms.

27	If the entity has issued options,
	andthetermsentitleoption
	holderstoparticipateon
	exercise,thedateonwhich
	noticeswillbesenttooption
	holders

• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do security holders sell their entitlements in full through a broker?
• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities,and the number and percentage of additional +securitiesheld by those holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securitiessetting out the number of holders in the categories1 ‐ 1,0001,001 ‐ 5,0005,001 ‐ 10,00010,001 ‐ 100,000100,001 and over
37	A copy of any trust deed for the additional +securities
	Entities that have ticked box 34(b)
38	Number of +securitiesfor which+quotationis sought
39	+Class+securitiesofforwhichquotation is sought
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?
	+securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment

+ See chapter 19 for defined terms.

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

		Number	+Class
42Number+securities(includingclause 38)	+classandofallquotedonASX+securitiesthein

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Company secretary)

Sign here: .................................................... Date: 10 November 2014

Print name: David McGarvey

+ See chapter 19 for defined terms.