SYNTARA LIMITED — Share Issue/Capital Change 2012

Oct 17, 2012

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)Unlisted Employee Options overPharmaxis Ltd ordinary shares("Performance Rights")(2)Unlisted Employee Options overPharmaxis Ltd ordinary shares("Options")
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	(1)200,000 Performance Rights(2)30,000 Options

+ See chapter 19 for defined terms.

3	Principal terms of the +securities	(1)	Performance Rights
	(eg, if options, exercise price and		Grant Price: Nil
	expirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if		Exercise Price: Nil
	+convertiblesecurities,theconversionpriceanddatesfor		Expiry: 28 June 2022
	conversion)		Vesting: Fifty percent of the PerformanceRights granted will vest upon the secondanniversary of Board approval of grant (29June2014)andfiftypercentofthePerformance Rights granted will vest uponthe third anniversary of Board approval ofgrant (29 June 2015 provided the relevantholder is an employee at that time.
			Restrictions on shares issued on exercise:UntilthethirdanniversaryofBoardapproval of grant (29 June 2015), anysharesacquireduponexerciseofPerformance Rights may not be traded.Following the third anniversary of Boardapproval of grant of the PerformanceRights, such shares may not be traded,except with prior approval of the PharmaxisBoard
		(2)	OptionsGrant Price: Nil
			Exercise Price: Nil
			Expiry: 17 October 2022
			Vesting: All of the Options will vest and beexercisable upon the third anniversary ofgrant (18 October 2015) provided therelevant holder is an employee at that time.
			Restrictions on shares issued on exercise:While the relevant holder is a director ofthe Company, any shares acquired uponexercise of Performance Rights may not be

traded 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 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 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. 5 Issue price or consideration (1) Performance Rights: Nil (2) Options: Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) (1) Performance Rights Issued of 200,000 Performance Rights to the Chief Executive Officer under the Pharmaxis Employee Option Plan, as approved at the Company's annual general meeting held on 17 October 2012 (2) Options Issued of 30,000 Options to non executive director under the Pharmaxis Employee Option Plan, as approved at the Company's annual general meeting held on 17 October 2012 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 18 October 2012
• 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

		Number	+Class
8	+classNumberandofall	307,888,389	Fullypaidordinary
	+securitiesquotedonASX		shares
	(including the securities in clause
	2 if applicable)

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall	480,000	Optionsexpiringon
	+securities not quoted on ASX		various dates with an
	(including the securities in clause		exercisepriceof
	2 if applicable)		$0.1725 (ASX Code
			PXSAO)
		250,000	Optionsexpiring30
			November 2013 with
			an exercise price of
			$0.236(ASXCode
			PXSAQ)
		15,000	Optionsexpiring3
			June2014withan
			exercisepriceof
			$0.286(ASXCode
			PXSAU)
		225,000	Optionsexpiring1
			February 2015 with an
			exercisepriceof
			$0.6940 (ASX Code
			PXSAY)
		290,000	Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.007(ASXCode
			PXSAW)
		660,000	Optionsexpiring4
			August 2015 with an
			exercise price of $1.65
			(ASX Code PXSAZ)
		30,000	Optionsexpiring16
			October 2015 with an
			exercisepriceof
			$2.632(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

25,000	Optionsexpiring12
	February 2016 with an
	exercisepriceof
	$2.054(ASXCode
	PXSAB)
37,500	Optionsexpiring31
	May2016withan
	exercisepriceof
	$1.894(ASXCode
	PXSAC)
725,750	Optionsexpiring14
	August 2016 with an
	exercisepriceof
	$1.777(ASXCode
	PXSAD)
20,000	Optionsexpiring19
	September 2016 with
	an exercise price of
	$1.7518 (ASX Code
	PXSAE)
25,000	Optionsexpiring13
	December 2016 with
	an exercise price of
	$2.9310 (ASX Code
	PXSAF)
132,500	Optionsexpiring17
	June2017withan
	exercisepriceof
	$3.1755 (ASX Code
	PXSAH)
1,455,500	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.2490 (ASX Code
	PXSAL)
150,000	Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.2490 (ASX Code
	PXSAI)
200,000	Optionsexpiring14
	November 2016 with
	an exercise price of
	$3.0858 (ASX Code
	PXSAK)

+ See chapter 19 for defined terms.

Number	+Class
490,000	Optionsexpiring5
	November 2017 with
	an exercise price of
	$4.1500 (ASX Code
	PXSAT)
2,000	Optionsexpiring13
	December 2017 with
	an exercise price of
	$3.9973 (ASX Code
	PXSAJ)
8,000	Optionsexpiring7
	February 2018 with an
	exercisepriceof
	$3.1266 (ASX Code
	PXSAN)
4,000	Optionsexpiring10
	April 2018 with an
	exercisepriceof
	$1.9735 (ASX Code
	PXSAP)
1,500	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAR)
1,137,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAV)
200,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAX)
60,000	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.4660 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

Number	+Class
20,000	Optionsexpiring10
	December 2018 with
	an exercise price of
	$1.0207 (ASX Code
	PXSAAB)
207,500	Optionsexpiring4
	February 2019 with an
	exercisepriceof
	$1.1980 (ASX Code
	PXSAAC)
3,750	Optionsexpiring22
	April 2019 with an
	exercisepriceof
	$1.8174 (ASX Code
	PXSAAD)
1,657,875	Optionsexpiring22
	June2019withan
	exercisepriceof
	$2.4098 (ASX Code
	PXSAAE)
501,000	Optionsexpiring6
	September 2020 with
	a zero exercise price(ASX Code PXSAAF)
5,280	Optionsexpiring23
	September 2020 with
	a zero exercise price
	(ASXCode
	PXSAAG)
9,000	Optionsexpiring14
	November 2020 with a
	zeroexerciseprice
	(ASXCode
	PXSAAH)
7,000	Optionsexpiring23
	January 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAI)
21,000	Optionsexpiring29
	August 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAJ)
2,315,000	Optionsexpiring28
	June 2022 with a zero
	exercise price (ASX
	Code PXSAG)

+ See chapter 19 for defined terms.

		Number	+Class
		23,220	Optionsexpiring9
			August 2022 with a
			zeroexerciseprice
			(ASXCode
			PXSAAK)
		200,000	Optionsexpiring28
			June 2022 with a zero
			exercise price (ASX
			Code PXS___)
		30,000	Optionsexpiring17
			October 2022 with a
			zeroexerciseprice
			(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

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.

+ See chapter 19 for defined terms.

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
25	Iftheissueiscontingenton+security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do +security holders sell theirentitlementsinfullthroughabroker?
31	How do +security holders sell partof their entitlements through abroker and accept for the balance?
32	How do +security holders dispose

+ See chapter 19 for defined terms.

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

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 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	+Class
42	Number and +class of all +securitiesquotedonASX(includingthesecurities in clause 38)

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.

+ See chapter 19 for defined terms.

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: .. 18 October 2012

(Company secretary)

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

+ See chapter 19 for defined terms.