SYNTARA LIMITED — Share Issue/Capital Change 2011

Aug 29, 2011

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 beissued	1) Pharmaxis ordinary shares2) Unlisted employee options over PharmaxisLtd ordinary shares ("ZEPOs")
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	1) 86,000 ordinary shares2) 32,000 ZEPOs
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversionpriceanddatesforconversion)	1) The ordinary shares have the same termsand rank equally with the existing ordinaryshares. The ordinary shares are subject totrading restrictions.2) The ZEPOs have the following terms:Grant Price: NilExercise Price: NilExpiry: 29 August 2021Vesting: All of the ZEPOs will vest and beexercisable upon the third anniversary of grant(30 August 2014) provided the relevant holderis an employee at that time.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	1) Yes.2) No. Shares issued upon exercise of ZEPOswill rank equally with existing ordinary shares.To participate in a dividend, the ordinary sharesunderlying the options would need to be issuedprior to the record date for the dividend.
5	Issue price or consideration	1) Nil.2) Nil.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	1) Issue of 86,000 ordinary shares amongst 86Australian employees of Pharmaxis inaccordance with the Pharmaxis employee shareplan.2) Issue of 32,000 ZEPOs amongst 32 US andUK employees under and in accordance withthe Pharmaxis employee incentive scheme.ZEPOs are issued to employees outside ofAustralia in lieu of participation in theemployee share plan.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	30 August 2011
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Number229,116,309	+ClassFullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	2,800,000	Optionsexpiringon
	+securities not quoted on ASX		various dates with an
	(including the securities in clause		exercisepriceof
	2 if applicable)		$0.3125 (ASX Code
			PXSAO)
		250,000	Optionsexpiring30
			November 2013 with
			an exercise price of
			$0.376(ASXCode
			PXSAQ)
		15,000	Optionsexpiring3
			June2014withan
			exercisepriceof
			$0.426(ASXCode
			PXSAU)
		225,000	Optionsexpiring1
			February 2015 with an
			exercisepriceof$0.8340 (ASX Code
			PXSAY)
		290,000	Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.147(ASXCode
			PXSAW)
		700,000	Optionsexpiring4
			August 2015 with an
			exercise price of $1.79
			(ASX Code PXSAZ)
		30,000	Optionsexpiring17
			October 2015 with an
			exercisepriceof
			$2.772(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

35,000	Optionsexpiring12
	February 2016 with an
	exercisepriceof
	$2.194(ASXCode
	PXSAB)
87,500	Optionsexpiring31
	May2016withan
	exercisepriceof
	$2.034(ASXCode
	PXSAC)
769,750	Optionsexpiring14
	August 2016 with an
	exercisepriceof
	$1.917(ASXCode
	PXSAD)
25,000	Optionsexpiring19
	September 2016 with
	an exercise price of
	$1.8918 (ASX Code
	PXSAE)
25,000	Optionsexpiring13
	December 2016 with
	an exercise price of
	$3.0710 (ASX Code
	PXSAF)
132,500	Optionsexpiring17
	June2017withan
	exercisepriceof
	$3.3155 (ASX Code
	PXSAH)
1,460,500	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.3890 (ASX Code
	PXSAL)
150,000	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.3890 (ASX Code
	PXSAI)
200,000	Optionsexpiring14
	November 2016 with
	an exercise price of
	$3.2258 (ASX Code
	PXSAK)

+ See chapter 19 for defined terms.

Number	+Class
490,000	Optionsexpiring5
	November 2017 with
	an exercise price of
	$4.2900 (ASX Code
	PXSAT)
2,000	Optionsexpiring13
	December 2017 with
	an exercise price of
	$4.1373 (ASX Code
	PXSAJ)
8,000	Optionsexpiring7
	February 2018 with an
	exercisepriceof
	$3.2666 (ASX Code
	PXSAN)
14,000	Optionsexpiring10
	April 2018 with an
	exercisepriceof
	$2.1135 (ASX Code
	PXSAP)
53,500	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.5990 (ASX Code
1,199,000	PXSAR)Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.8170 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.5990 (ASX Code
	PXSAV)
200,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.8170 (ASX Code
	PXSAX)
92,500	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.6060 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

		Number	+Class
		35,000	Optionsexpiring10December 2018 with
			an exercise price of$1.1607 (ASX CodePXSAAB)
		208,500	Optionsexpiring4February 2019 with anexercisepriceof$1.3380 (ASX CodePXSAAC)
		3,750	Optionsexpiring22April 2019 with anexercisepriceof$1.9574 (ASX CodePXSAAD)
		1,701,500	Optionsexpiring22June2019withanexercisepriceof$2.5498 (ASX CodePXSAAE)
		515,000	Optionsexpiring6September 2020 witha zero exercise price
		9,120	(ASX Code PXSAAF)Optionsexpiring23September 2020 witha zero exercise price(ASXCodePXSAAG)
		23,000	Optionsexpiring14November 2020 with azeroexerciseprice(ASXCodePXSAAH)
		7,000	Optionsexpiring23January 2021 with azeroexerciseprice(ASX Code PXSAAI)
		32,000	Optionsexpiring29August 2021 with azeroexerciseprice(ASX Code PXS___)
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	n/a

Part 2 - Bonus issue or pro rata issue

+ See chapter 19 for defined terms.

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: 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 fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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? 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	(tick one)	Type of securities
(a)		Securities described in Part 1
(b)		All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting 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

+ See chapter 19 for defined terms.

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)

Vumber	+Class

+ 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.
• 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.

Sign here: ............................................................ Date: .. 30 August 2011 (Company secretary)

Print name: ......David McGarvey............ == == == == ==

+ See chapter 19 for defined terms.