SYNTARA LIMITED — Capital/Financing Update 2015

Jul 30, 2015

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31 July 2015

Manager of Company Announcements Australian Securities Exchange Exchange Centre Level 3 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam,

Proposed Issue of Securities to Chief Executvie Officer

In accordance with Listing Rule 3.10.3, Pharmaxis advises that the directors have, subsequent to a review of the Company’s performance over the past year, resolved to grant performance rights to the Chief Executive Officer under the Company’s employee incentive scheme. The grant requires shareholder approval which will be sought at the annual general meeting of the Company:

Company:
Class of security	Unlisted zero grant and zero exercise price employeeoptions over Pharmaxis Ltd ordinaryshares.
Number to be issued	1,626,000
Issueprice	Nil
Exerciseprice	Nil
Vesting	Tranche 1:815,000 Performance Rights granted will vest at 30 June2016, provided that Mr Phillips is an employee at thatdate.Tranche 2 :405,500 Performance Rights granted will vest on 30 June2017 and 405,500 Performance Rights granted will vest on30 June 2018 provided that Mr Phillips is an employee atthese times.Performance Rights are not capable of exercise prior tovesting.

Pharmaxis Ltd 20 Rodborough Road T 02 9454 7200 ABN 75 082 811 630 Frenchs Forest NSW 2086 F 02 9451 3622 Australia www.pharmaxis.com.au

		Tranche 1:Any shares acquired upon exercise of Tranche 1 (815,000)of Performance Rights may only be traded once exercisedwith prior approval of the Pharmaxis Board.Tranche 2:1. Any shares acquired upon exercise of the 405,500Performance Rights vesting on 30 June 2017 may notbe traded until 30 June 2018, and only then with priorapproval of the Pharmaxis Board.2. Any shares acquired upon exercise of the 405,500	Tranche 1:Any shares acquired upon exercise of Tranche 1 (815,000)of Performance Rights may only be traded once exercisedwith prior approval of the Pharmaxis Board.Tranche 2:1. Any shares acquired upon exercise of the 405,500Performance Rights vesting on 30 June 2017 may notbe traded until 30 June 2018, and only then with priorapproval of the Pharmaxis Board.2. Any shares acquired upon exercise of the 405,500	Tranche 1:Any shares acquired upon exercise of Tranche 1 (815,000)of Performance Rights may only be traded once exercisedwith prior approval of the Pharmaxis Board.Tranche 2:1. Any shares acquired upon exercise of the 405,500Performance Rights vesting on 30 June 2017 may notbe traded until 30 June 2018, and only then with priorapproval of the Pharmaxis Board.2. Any shares acquired upon exercise of the 405,500	Tranche 1:Any shares acquired upon exercise of Tranche 1 (815,000)of Performance Rights may only be traded once exercisedwith prior approval of the Pharmaxis Board.Tranche 2:1. Any shares acquired upon exercise of the 405,500Performance Rights vesting on 30 June 2017 may notbe traded until 30 June 2018, and only then with priorapproval of the Pharmaxis Board.2. Any shares acquired upon exercise of the 405,500	Tranche 1:Any shares acquired upon exercise of Tranche 1 (815,000)of Performance Rights may only be traded once exercisedwith prior approval of the Pharmaxis Board.Tranche 2:1. Any shares acquired upon exercise of the 405,500Performance Rights vesting on 30 June 2017 may notbe traded until 30 June 2018, and only then with priorapproval of the Pharmaxis Board.2. Any shares acquired upon exercise of the 405,500
Conditions applicable to theshares issued on exercise ofPerformance Rights
			ormance Rights may only		be traded once exercise
			ior approval of the Phare 2:y shares acquired upon eformance Rights vestingtraded until 30 June 201roval of the Pharmaxis By shares acquired upon e		maxis Board.xercise of the 405,500on 30 June 2017 may no8, and only then with prioard.xercise of the 405,500
		1. AnPerbeapp2. An
		Per	formance Rights vesting		on 30 June 2018 may on	ly
		be	traded withprior approv		al of the Pharmaxis Boar	d.
Shareholder approval	reholder approval	Shareh	older approval will be s		ught at the 2015 Annual
		Meeti	ng.
Purpose of issue		To beaccord	issued to the Chief Execuance with, the Pharmaxi		tive Officer under, and ins employee incentive
		schem	e.
		Tranch	e 1:
		Perforrecognof theTranch	mance Rights to be granition of his role in achievCompany.e 2:		ed to Mr Phillips ining a major transformati	on
		Perforgrant	mance Rigof Perform	hts granted toance Rights un	Mr Phillips as the 2015der the employee incent	ive
		plan, fsenior	or the lonmanagers	g term reward,and other key	incentive and retentionemployees.	of
Issu	e to class	No
	Company will lodge the relevant Ap		pendix 3B	when require	d by the Listing Rules of
	ralian Securities Exchange. Furthert t i th 2014 Sttt A		detail conl Rt	cerning Pharmd ill l b	axis’ use of Performanceildd i th 2015 St	Rigt
	e ou n e auory nnua epor aual Report due to be filed with the Australian		epor a	w aso e	ncue n e a
	.
	erely,

The Company will lodge the relevant Appendix 3B when required by the Listing Rules of Australian Securities Exchange. Further detail concerning Pharmaxis’ use of Performance Rights are set out in the 2014 Statutory Annual Report and will also be included in the 2015 Statutory Annual Report due to be filed with the Australian Securities Exchange before 30 September 2015.

Sincerely,

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David McGarvey Company Secretary