SYNTARA LIMITED — Share Issue/Capital Change 2009

Oct 21, 2009

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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, 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)		1. 2.	Unlisted Employee Options over Pharmaxis Ltd ordinary shares Fully paid ordinary shares
		1. 2.	Options :200,000 Shares :30,000
		Options: 200,000 options have been issued to the chief executive officer following shareholder approval at the Company’s annual general meeting held on 21 October 2009:  Exercise Price: $2.5498 (5 day VWAP of Pharmaxis shares at Board resolution date)  Expiry: 22 June 2019  Vesting: 30 June 2012: 200,000  Vesting of options is to approval by the Remuneration and Nomination Committee after a review of the Company’s performance in achieving keybusiness objectives.

Ordinary Shares: 30,000 fully paid ordinary shares issued to a non executive director following shareholder approval at the Company’s annual general meeting held on 21 October 2009:  The shares are not able to be traded and will not vest in Mr van den Broek for a period of 3 years from the date of his appointment as a director. The shares will not vest if Mr van den Broek ceases to be a director during this time.  As long as Mr van den Broek remains a director of the Company, the shares may only be traded with the prior approval of the Board. 4 Do the[+] securities rank equally in all Options: respects from the date of allotment No. Shares issued upon exercise will rank with an existing[+] class of quoted equally with existing ordinary shares. +securities? Shares: If the additional securities do not The share rank equally with all other fully paid rank equally, please state:  the date from which they do ordinary shares on issue.  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 Options: Nil consideration. Exercise price of $2.5498 per option. Shares: Nil consideration. Value of Pharmaxis shares on date of issue was $2.63 per share. 6 Purpose of the issue Options issued to one executive director under (If issued as consideration for the the Pharmaxis employee option plan and the acquisition of assets, clearly identify shares have been issued to one non executive those assets) director of Pharmaxis as approved at the Company’s annual general meeting held on 21 October 2009.

• See chapter 19 for defined terms.

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• 7 Dates of entering[+] securities into 22 October 2009 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 217,929,734 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 2 if applicable) Number +Class

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	1,220,000 4,006,000 500,000 15,000 225,000 290,000 747,500 30,000	Options expiring on various dates with an exercise price of $0.125 (ASX Code PXSAM) Options expiring on various dates with an exercise price of $0.3125 (ASX Code PXSAO) Options expiring 30 November 2013 with an exercise price of $0.376 (ASX Code PXSAQ) Options expiring 3 June 2014 with an exercise price of $0.426 (ASX Code PXSAU) Options expiring 1 February 2015 with an exercise price of $0.8340 (ASX Code PXSAY) Options expiring 11 May 2015 with an exercise price of $1.147 (ASX Code PXSAW) Options expiring 4 August 2015 with an exercise price of $1.79 (ASX Code PXSAZ) Options expiring 17 October 2015 with an exercise price of $2.772 (ASX Code PXSAA)

• See chapter 19 for defined terms.

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35,000 87,500 812,250 42,500 32,500 150,000 157,500 1,549,000 150,000 200,000

Options expiring 12 February 2016 with an exercise price of $2.194 (ASX Code PXSAB) Options expiring 31 May 2016 with an exercise price of $2.034 (ASX Code PXSAC) Options expiring 14 August 2016 with an exercise price of $1.917 (ASX Code PXSAD) Options expiring 19 September 2016 with an exercise price of $1.8918 (ASX Code PXSAE) Options expiring 13 December 2016 with an exercise price of $3.0710 (ASX Code PXSAF) Options expiring 15 March 2016 with an exercise price of $2.0680 (ASX Code PXSAG) Options expiring 17 June 2017 with an exercise price of $3.3155 (ASX Code PXSAH) Options expiring 9 August 2017 with an exercise price of $3.33890 (ASX Code PXSAL) Options expiring 9 August 2017 with an exercise price of $3.33890 (ASX Code PXSAI) Options expiring 14 November 2016 with an exercise price of $3.32258 (ASX Code PXSAK)

Number

+Class

507,000 2,000 16,000 14,000 53,500 1,296,750 200,000 200,000 152,500

Options expiring 5 November 2017 with an exercise price of $4.2900 (ASX Code PXSAT) Options expiring 13 December 2017 with an exercise price of $4.1373 (ASX Code PXSAJ) Options expiring 7 February 2018 with an exercise price of $3.2666 (ASX Code PXSAN) Options expiring 10 April 2018 with an exercise price of $2.1135 (ASX Code PXSAP) Options expiring 22 June 2018 with an exercise price of $1.5990 (ASX Code PXSAR) Options expiring 11 August 2018 with an exercise price of $1.5990 (ASX Code PXSAS) Options expiring 22 June 2018 with an exercise price of $1.5990 (ASX Code PXSAV) Options expiring 11 August 2018 with an exercise price of $1.8170 (ASX Code PXSAX) Options expiring 22 October 2018 with an exercise price of $1.6060 (ASX Code PXSAAA)

• See chapter 19 for defined terms.

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

Number	+Class
50,000 276,000 5,000 1,608,500 200,000	Options expiring 10 December 2018 with an exercise price of $1.1607 (ASX Code PXSAAB) Options expiring 4 February 2019 with an exercise price of $1.3380 (ASX Code PXSAAC) Options expiring 22 April 2019 with an exercise price of $1.9574 (ASX Code PXSAAD) Options expiring 22 June 2019 with an exercise price of $2.5498 (ASX Code PXSAAE) Options expiring 22 June 2019 with an exercise price of $2.5498 (ASX Code PXS___)
n/a

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the [+] securities will
be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
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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 entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 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)

• See chapter 19 for defined terms.

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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	+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 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 40 Do the+securities rank equally in all 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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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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.

• We warrant that if confirmation is required under section 1017F of the 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[+] 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 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.

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Sign here: ............................................................ Date: .. 22 October 2009
(Company secretary)
Print name: ......David McGarvey............
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• See chapter 19 for defined terms.

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