SYNTARA LIMITED — Capital/Financing Update 2019

Aug 14, 2019

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 1. Pharmaxis ordinary shares 2. Unlisted Employee Options over Pharmaxis Ltd ordinary shares ("Performance Rights") 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 1. Ordinary shares: 239,400 2. Performance Rights: 4,341,000

+ See chapter 19 for defined terms.

• 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)
  • Ordinary shares

The ordinary shares have the same terms and rank equally with the existing ordinary shares. Subject to the terms of the Pharmaxis employee share plan, the shares cannot be traded until the earlier of three years after the date of issue or 30 days after the relevant employee ceases to be an employee.

Performance Rights:

Quantity: 4,341,000 Performance Rights granted amongst 31 managers and other employees

Grant Price: Nil

Exercise Price: Nil

Expiry: 30 June 2029

Vesting:

• At the end of the 2020 financial year the Board will assess achievement of the long term related corporate objectives set by the Board for the 2020 year and lapse Performance Rights to the extent the long term corporate objectives were not achieved.
• Fifty percent of the remaining performance rights will vest and be exercisable at each of 30 June 2021 and 30 June 2022, provided that the relevant holder is an employee at that relevant vesting date.

Restriction on shares issued on exercise:

• Until 30 June 2022, any shares acquired upon exercise of Performance Rights may not be traded in the ordinary course; and
• Any shares acquired upon exercise of Performance Rights by Senior Managers may not be traded in the ordinary course, except with prior approval of the Pharmaxis Board.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration Nil

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 1. Ordinary shares: Yes.
• 1. Performance rights: No.

Shares issued upon exercise will rank equally with existing ordinary shares (subject to trading restrictions referred to above).

To participate in a dividend, the ordinary shares underlying the options would need to be issued prior to the record date for the dividend.

n/a

1. Ordinary shares

Issue of 239,400 ordinary shares amongst 57 Australian employees of Pharmaxis in accordance with the Pharmaxis employee share plan.

1. Performance rights:

4,341,000 Performance Rights granted amongst 31 managers and other employees as the 2019 grant of Performance Rights under the employee incentive plan, for the long term reward, incentive and retention of such managers and employees.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

No

• See chapter 19 for defined terms.

Appendix 3B New issue announcement

6c	+securitiesNumberofissuedwithoutsecurityholderapproval under rule 7.1	n/a
6d	+securitiesNumberofissuedwithsecurityholderapprovalunder rule 7.1A	n/a
6e	+securitiesNumberofissuedwithsecurityholderapprovalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	n/a
6f	+securitiesNumberofissuedunder an exception in rule 7.2	n/a
6g	If +securitiesissued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3? Include the+issuedateandbothvalues.Include the source of the VWAPcalculation.	n/a
6h	If +securitieswere issued underrule7.1Afornon‐cashconsideration,statedateonwhichvaluationofconsiderationwasreleasedtoASX Market Announcements	n/a
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	n/a
7	+IssuedatesNote: The issue date may be prescribed byASX (refer to the definition of issue date inrule 19.12). For example, the issue date for apro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	15 August 2019

+ See chapter 19 for defined terms.

8	+classNumberandofall
	+securitiesquotedonASX
	+securities(includingthein
	section 2 if applicable)

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	394,555,198	Fullypaidordinaryshares

		Number	+Class
9	+classNumberandofall	5,000	Optionsexpiring6
	+securitiesnot quoted on ASX		September 2020 with
	+securities(includingthein		a zero exercise price
	section 2 if applicable)		(ASX Code PXSAAF)
		182,000	Optionsexpiring28
			June 2022 with a zero
			exerciseprice(ASX
			Code PXSAG)
		134,750	Optionsexpiring6
			June 2023 with a zero
			exerciseprice(ASX
			Code PXSAAP)
		18,550,150	PerformanceRights
			(ASX Code PXSAAS)

+ See chapter 19 for defined terms.

10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	n/a
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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
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: 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

+ See chapter 19 for defined terms.

22	Namesofanybrokerstotheissue
23	Feeorcommissionpayabletothe broker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders
25	Iftheissueiscontingentonsecurityholders'approval,the
	date of the meeting
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	Howdosecurityholdersselltheir entitlements in full througha broker?
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?
32	How do security holders disposeof their entitlements (except bysale through a broker)?
33	+Issuedate

+ See chapter 19 for defined terms.

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) (a) Securities described in Part 1

(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

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 the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over
• 37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• 38 Number of +securities for which +quotation is sought
• 39 +Class of +securities for which quotation is sought

+ See chapter 19 for defined terms.

40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 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
+class42Numberandofall+securitiesquotedonASX+securities(includingtheinclause 38)

+ 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.

Sign here: .................................................... Date: 15 August 2019 (Company secretary)

Print name: David McGarvey

+ See chapter 19 for defined terms.