SYNTARA LIMITED — Share Issue/Capital Change 2013

Nov 3, 2013

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) 462,000 ordinary shares2) 98,000 ZEPOs
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;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: 31 October 2023Vesting: All of the ZEPOs will vest and beexercisable upon the third anniversary of grant(1 November 2016) provided the relevantholder is 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 462,000 ordinary shares amongst 66Australian employees of Pharmaxis inaccordance with the Pharmaxis employee shareplan.2) Issue of 98,000 ZEPOs amongst 14 EU andUS employees under and in accordance with thePharmaxis employee incentive scheme. ZEPOsare issued to employees outside of Australia inlieu of participation in the employee share plan.
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	4 November 2013
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Number309,010,389	+ClassFullypaidordinaryshares

+ See chapter 19 for defined terms.

		Number	+Class
9Numberand	+classofall	250,000	Optionsexpiring30
+securities not quoted on ASX			November 2013 with
(including the securities in clause			an exercise price of
2 if applicable)			$0.236(ASXCode
			PXSAQ)
		15,000	Optionsexpiring3
			June2014withan
			exercisepriceof
			$0.286(ASXCode
			PXSAU)
		40,000	Optionsexpiring1
			February 2015 with an
			exercisepriceof
			$0.6940 (ASX Code
			PXSAY)
		290,000	Optionsexpiring11
			May2015withan
			exercisepriceof
			$1.007(ASXCode
			PXSAW)
		642,500	Optionsexpiring4
			August 2015 with an
			exercise price of $1.65
		30,000	(ASX Code PXSAZ)Optionsexpiring16
			October 2015 with an
			exercisepriceof
			$2.632(ASXCode
			PXSAA)

+ See chapter 19 for defined terms.

Number	+Class
25,000	Optionsexpiring12
	February 2016 with an
	exercisepriceof
	$2.054(ASXCode
	PXSAB)
37,500	Optionsexpiring31
	May2016withan
	exercisepriceof
	$1.894(ASXCode
	PXSAC)
712,750	Optionsexpiring14
	August 2016 with an
	exercisepriceof
	$1.777(ASXCode
	PXSAD)
10,000	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)
102,500	Optionsexpiring17
	June2017withan
	exercisepriceof
	$3.1755 (ASX Code
1,594,500	PXSAH)Optionsexpiring9
	August 2017 with an
	exercisepriceof
	$3.2490 (ASX Code
	PXSAL)
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)
3,000	Optionsexpiring7
	February 2018 with anexercisepriceof
	$3.1266 (ASX Code
	PXSAN)
4,000	Optionsexpiring10
	April2018with an
	exercisepriceof
	$1.9735 (ASX Code
	PXSAP)
1,500	Optionsexpiring22
	June2018withan
	exercisepriceof
	$1.4590 (ASX Code
	PXSAR)
1,275,000	Optionsexpiring11
	August 2018 with an
	exercisepriceof
	$1.6770 (ASX Code
	PXSAS)
200,000	Optionsexpiring22
	June2018withan
	exercisepriceof$1.4590 (ASX Code
	PXSAV)
60,000	Optionsexpiring22
	October 2018 with an
	exercisepriceof
	$1.4660 (ASX Code
	PXSAAA)

+ See chapter 19 for defined terms.

Number	+Class
5,000	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
	April2019with an
	exercisepriceof
	$1.8174 (ASX Code
	PXSAAD)
1,314,625	Optionsexpiring22
	June2019withan
	exercisepriceof
	$2.4098 (ASX Code
	PXSAAE)
484,000	Optionsexpiring6
	September 2020 with
	a zero exercise price
	(ASX Code PXSAAF)
3,840	Optionsexpiring23
	September 2020 with
	a zero exercise price(ASXCode
	PXSAAG)
9,000	Optionsexpiring14
	November 2020 with a
	zeroexerciseprice
	(ASXCode
	PXSAAH)
Nil	Optionsexpiring23
	January 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAI)
13,000	Optionsexpiring29
	August 2021 with a
	zeroexerciseprice
	(ASX Code PXSAAJ)
2,123,000	Optionsexpiring28
	June 2022 with a zero
	exerciseprice(ASX
	Code PXSAG)

+ See chapter 19 for defined terms.

		Number	+Class
		14,620	Optionsexpiring9
			August 2022 with a
			zeroexerciseprice
			(ASXCode
			PXSAAK)
		200,000	Optionsexpiring28
			June 2022 with a zero
			exerciseprice(ASX
			Code PXSAAM)
		30,000	Optionsexpiring17
			October 2022 with a
			zeroexerciseprice
			(ASXCode
			PXSAAO)
		7,900,000	Optionsexpiring6
			June 2023 with a zero
			exerciseprice(ASX
			Code PXSAAP)
		98,000	Optionsexpiring31
			October 2023 with a
			zeroexerciseprice
			(ASX Code PXS___)
10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on theincreased capital (interests)

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?

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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.

• 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

1989 - Johann Barbara, marka a shekara ta 1989 - Anna a tsarann an tsarann an tsarann an tsarann an tsarann a

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

+ 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)

		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.

+ See chapter 19 for defined terms.

• 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: .. 4 November 2013 (Company secretary)

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

+ See chapter 19 for defined terms.