SYNTARA LIMITED — Share Issue/Capital Change 2006

Jun 5, 2006

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be Unlisted Employee Options over Pharmaxis Ltd issued ordinary shares $\mathfrak{D}$ Number of ⁺securities issued or to 111.500 be issued (if known) or maximum number which may be issued Exercise Price: \$2.034 3 Principal terms of the "securities (eg, if options, exercise price and Expiry: 31^st May 2016 expiry date; if partly paid Vesting: 30 June 2007: 27.875 *securities, the amount outstanding 30 June 2008: 27,875 and due dates for payment; if 30 June 2009: 27,875 *convertible securities. the 30 June 2010: 27,875 conversion price and dates for Issued to five Pharmaxis employees in conversion)

accordance with the Pharmaxis Employee Option Plan. Vesting of options is subject to the annual achievement of certain individual performance milestones.

⁺ See chapter 19 for defined terms.

4	Do the "securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?	No. Shares issued upon exercise will rank equally with existing ordinary shares.
	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, of - (in the case $\mathbf{a}$ 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)	Issue of options to ten recently hired employees under the Pharmaxis Employee Option Plan
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	$7th$ June 2006
8	+ class Number and of all *securities quoted on ASX (including the securities in clause 2 if applicable)	Number * Class 175,423,592 fully Ordinary paid shares

$+$ See chapter 19 for defined terms.

		Number	$^{\circ}$ Class
9.	and + class all 1 Number of	1,980,000	Options expiring on
	*securities not quoted on ASX		various dates with an
	(including the securities in clause		exercise price оf
	2 if applicable)		\$0.125 (ASX Code
			PXSAM)
		6,538,000	Options expiring on
			various dates with an
			оf exercise price
			\$0.3125 (ASX Code
			PXSAO)
		500,000	Options expiring 30 November 2013 with
			an exercise price of \$0.376 (ASX Code
			PXSAQ)
		22,500	Options expiring 24
			March 2014 with an
			оf exercise price
			\$0.508 (ASX Code
			PXSAS)
		15,000	Options expiring 3
			June 2014 with an
			οf price exercise
			$$0.426$ $(ASK$ $Code$
			PXSAU)
		255,000	Options expiring -1 February 2015 with an
			exercise price оf
			\$0.8340 (ASX Code
			PXSAY)
		330,000	Options expiring 11
			May 2015 with an
			οf price exercise
			\$1.147 (ASX Code
			PXSAW)
		954,500	Options expiring 4
			August 2015 with an
			exercise price of \$1.79 (ASX Code PXSAZ)
		155,000	Options expiring 17
			October 2015 with an
			exercise price οf
			\$2.772 (ASX Code
			PXSAA)

$\overline{\text{+}$ See chapter 19 for defined terms.

310,000	Options expiring 12
	February 2016 with an
	exercise price -of l
	$$2.194$ (ASX Code
	PXSAB)
111,500	Options expiring 31
	May 2016 with an
	exercise price of
	\$2.194

$\overline{10}$ Dividend policy (in the case of a $\sqrt{\frac{n}{a}}$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{H}$	security holder approval ls required?
12	Is the issue renounceable or non- renounceable?
$\vert 3 \vert$	Ratio in which the "securities will be offered
$\vert 4$	Class of securities to which the offer relates
15	*Record determine date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be sent new issue documents
	Note: Security holders must be told how their entiflements are to be dealt with.
	Cross reference: ride 7.7.
19.	date of Closing for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

20.	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on "security holders' approval, the. date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option 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?

$\overline{\text{ }*$ See chapter 19 for defined terms.

• 32 How do "security holders dispose of their entitlements (except by sale through a broker)?
• 33 ⁺Despatch 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)
• $(a)$ 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 If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment 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 and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Number	+ Class

• See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ "Ouotation of our additional 'securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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.
• We warrant that if confirmation is required under section 1017F of the Ă Corporations Act in relation to the "securities to be quoted, it has been provided 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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.

......David McGarvey............

Sign here:

6 June 2006 ...................................... (Company secretary)

Print name:

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⁺ See chapter 19 for defined terms.