SYNTARA LIMITED — Share Issue/Capital Change 2015

Jul 30, 2015

Appendix 3B New issue announcement

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 1. Pharmaxis ordinary shares issued 2. Unlisted Employee Options over Pharmaxis Ltd ordinary shares (“Performance Rights”)

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• Ordinary shares: 208,000 2. Performance Rights: 4,384,000

• See chapter 19 for defined terms.

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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. Ordinary shares The ordinary shares have the same terms and rank equally with the existing ordinary shares. The ordinary shares are subject to trading restrictions. 2. Performance Rights: Grant Price: Nil Exercise Price: Nil Expiry: 30 June 2025 Tranche 1: 1,390,000 Performance Rights granted amongst 3 senior executive officers Vesting:  100% at 30 June 2016, provided the relevant holder is an employee at that time. Restriction on shares issued on exercise:  Any shares acquired upon exercise of Performance Rights may not be traded in the ordinary course, except with prior approval of the Pharmaxis Board. Tranche 2: 2,994,000 Performance Rights granted amongst 24 managers and other employees (including senior managers) Vesting:  Fifty percent of the Performance Rights granted will vest and be exercisable on 30 June 2017, provided that the relevant holder is an employee at that relevant vesting date;  Fifty percent of the Performance Rights granted will vest and be exercisable on 30 June 2018, provided that the relevant holder is an employee at that relevant vesting date. Restriction on shares issued on exercise:  Until 30 June 2018, any shares acquired upon exercise of Performance Rights may not be traded in the ordinary course.  Any shares acquired upon exercise of Performance Rights by direct reports to the CEO may not be traded in the ordinary course, except with prior approval of the Pharmaxis Board

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all 1. Ordinary shares: Yes respects from the date of allotment 2. Performance rights: No. with an existing[+] class of quoted Shares issued upon exercise will rank equally +securities? with existing ordinary shares (subject to trading restrictions referred to above). If the additional securities do not To participate in a dividend, the ordinary shares rank equally, please state:  the date from which they do underlying the options would need to be issued  the extent to which they prior to the record date for the dividend. 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 Nil 6 Purpose of the issue 1. Ordinary shares (If issued as consideration for the Issue of 208,000 ordinary shares amongst acquisition of assets, clearly identify 52 Australian employees of Pharmaxis in those assets) accordance with the Pharmaxis employee share plan. 2. Performance rights: Tranche 1: 1,390,000 Performance Rights granted amongst 3 senior executive officers in recognition of their role in achieving a major transformation of the Company Tranche 2:

2,994,000 Performance Rights granted amongst 24 senior managers and other key employees (including senior managers) as the 2015 grant of Performance Rights under the employee incentive plan, for the long term reward, incentive and retention of such managers and employees.

• 7 Dates of entering[+] securities into 31 July 2015 uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	316,715,207	Fully paid ordinary shares
	Number	+Class
	47,500 30,000	Options expiring 4 August 2015 with an exercise price of $1.65 (ASX Code PXSAZ) Options expiring 16 October 2015 with an exercise price of $2.632 (ASX Code PXSAA)

• See chapter 19 for defined terms.

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Number

+Class

10,000 7,500 41,750 10,000 15,000 102,500 20,500

Options expiring 12 February 2016 with an exercise price of $2.054 (ASX Code PXSAB) Options expiring 31 May 2016 with an exercise price of $1.894 (ASX Code PXSAC) Options expiring 14 August 2016 with an exercise price of $1.777 (ASX Code PXSAD) Options expiring 19 September 2016 with an exercise price of $1.7518 (ASX Code PXSAE) Options expiring 13 December 2016 with an exercise price of $2.9310 (ASX Code PXSAF) Options expiring 17 June 2017 with an exercise price of $3.1755 (ASX Code PXSAH) Options expiring 9 August 2017 with an exercise price of $3.2490 (ASX Code PXSAL)

• See chapter 19 for defined terms.

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Number

+Class

40,000 3,000 4,000 1,500 111,000 200,000 2,500

Options expiring 5 November 2017 with an exercise price of $4.1500 (ASX Code PXSAT) Options expiring 7 February 2018 with an exercise price of $3.1266 (ASX Code PXSAN) Options expiring 10 April 2018 with an exercise price of $1.9735 (ASX Code PXSAP) Options expiring 22 June 2018 with an exercise price of $1.4590 (ASX Code PXSAR) Options expiring 11 August 2018 with an exercise price of $1.6770 (ASX Code PXSAS) Options expiring 22 June 2018 with an exercise price of $1.4590 (ASX Code PXSAV) Options expiring 22 October 2018 with an exercise price of $1.4660 (ASX Code PXSAAA)

• See chapter 19 for defined terms.

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Number

+Class

5,000 102,000 27,000 9,000 325,000 30,000 888,389 4,384,000

Options expiring 10 December 2018 with an exercise price of $1.0207 (ASX Code PXSAAB) Options expiring 22 June 2019 with an exercise price of $2.4098 (ASX Code PXSAAE) Options expiring 6 September 2020 with a zero exercise price (ASX Code PXSAAF) Options expiring 14 November 2020 with a zero exercise price (ASX Code PXSAAH) Options expiring 28 June 2022 with a zero exercise price (ASX Code PXSAG) Options expiring 17 October 2022 with a zero exercise price (ASX Code PXSAAO) Options expiring 6 June 2023 with a zero exercise price (ASX Code PXSAAP) Options expiring 30 June 2025 with a zero exercise price (ASX Code PXSAA_)

• See chapter 19 for defined terms.

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Number +Class 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) N/A Part 2 - Bonus issue or pro rata issue 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? 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	Number	+Class
	N/A

Part 2 - Bonus issue or pro rata issue

• See chapter 19 for defined terms.

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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? 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 )

• See chapter 19 for defined terms.

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• (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

• See chapter 19 for defined terms.

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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

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.

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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: .. 31 July 2013 (Company secretary)

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

• See chapter 19 for defined terms.

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