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PHARMAXIS LTD

ABN 75 082 811 630

SHARE PURCHASE PLAN

OFFER BOOKLET

Thursday, 25 November 2021

Opening Date: Thursday, 25 November 2021

Closing Date: 5:00pm (Sydney, Australia time) on Wednesday, 15 December 2021

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA

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Important Notice and Disclaimer

This Offer Booklet and the accompanying Acceptance Form contains important information. If you are an Eligible Shareholder, this document requires your immediate attention, and should be read in its entirety.

This Offer Booklet does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation and particular needs. You should consult your stockbroker, solicitor, accountant or other professional adviser before making any investment decision in relation to this Offer.

The offer of SPP Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument) which grants relief from the requirement for Pharmaxis to prepare a disclosure document for the SPP subject to certain terms and conditions. This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC.

Overseas Shareholders

The laws of some countries prohibit or make impractical, participation in the SPP by certain overseas Shareholders. Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of Pharmaxis Shares for sale in any other jurisdiction.

Custodians may not distribute any part of this document, and may not permit any beneficial shareholder to participate in the SPP, in any country outside Australia or New Zealand.

New Zealand

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of Pharmaxis at the Record Date shown on the Register to have registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Offer Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Application payments must be received in Australian dollars.

United States

This Offer Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any place outside Australia or New Zealand. In particular, this Offer Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or to any person acting for the account or benefit of any person in the United States. The SPP Shares have not been and will not be registered under the US Securities Act of 1933 (as amended) (Securities Act). The SPP Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws.

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Key Dates

Event

Date

Record Date

7:00pm (Sydney, Australia time), Tuesday, 16

November 2021

Announcement Date

Wednesday, 17 November 2021

Despatch of the SPP Booklet and SPP

Thursday, 25 November 2021

Opening Date

SPP Closing Date

5:00pm (Sydney, Australia time), Wednesday, 15

December 2021

Announcement of results of SPP

Monday, 20 December 2021

Issue Date

Tuesday, 21 December 2021

SPP Shares issued under the SPP commence

Wednesday, 22 December 2021

trading on ASX

Despatch of holding statements in respect of

In the week commencing Monday, 3 January

the SPP Shares issued under the SPP

2022

This timetable is indicative only and subject to change. The Directors of Pharmaxis may, at its discretion, vary any of the above dates, subject to the Corporations Act, the Listing Rules and other applicable rules, by sending a revised timetable to the ASX. The commencement of quotation of the SPP Shares is subject to confirmation from the ASX.

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Thursday, 25 November 2021

Dear Shareholder,

On behalf of the Pharmaxis Ltd (Pharmaxis), I am pleased to invite you to participate in Pharmaxis' Share Purchase Plan (SPP). The SPP gives Eligible Shareholders the opportunity to acquire up to $30,000 of new fully paid ordinary shares in Pharmaxis (SPP Shares), at an Issue Price of $0.105 per SPP Share without incurring brokerage or transaction costs.

On Wednesday, 17 November 2021, Pharmaxis announced that it had raised approximately $7.2 million by way of a placement of new fully paid ordinary shares to institutional and sophisticated investors (Placement). Pharmaxis also announced that it intended to raise approximately $2.0 million by way of an offer to Eligible Shareholders under an SPP. Further details of the Placement and a copy of the Investor Presentation can be found in the ASX announcements dated Wednesday, 17 November 2021, which are available at www.asx.com.au and https://www.pharmaxis.com.au/investor- centre/asx-announcements/.

The SPP is not underwritten. Depending on the level of demand, Pharmaxis may, at its absolute discretion, determine to raise a higher amount or decide to scale back Applications under the SPP.

The decision to raise capital through the Placement and the SPP is to fund trials and for working capital.

I encourage Eligible Shareholders to participate in the SPP and take advantage of the opportunity to acquire additional Pharmaxis Shares.

Key features of the SPP

  • Price - Shares are offered under the SPP at an Issue Price of $0.105 per SPP Share, which represents:
    • a 12.4% discount to the volume weighted average price (VWAP) of $0.1198 on Friday, 12 November 2021; and
    • a 12.0% discount to the VWAP of Pharmaxis Shares traded on the ASX over the last five days on which sales in Pharmaxis Shares were recorded before Wednesday, 17 November 20211 (being the date on which the SPP was announced).
  • Eligible Shareholders - Participation in the SPP is optional and is open to Eligible Shareholders, including Eligible Shareholders who are Custodians on behalf of Eligible Beneficiaries on the term and conditions set out in this Offer Booklet. Your right to participate in the SPP is not transferable.
  • Offer Period - The SPP opens on Thursday, 25 November 2021, and is expected to close at 5:00pm (Sydney, Australia time) on Wednesday, 15 December 2021.
  • Ranking of SPP Shares - All SPP Shares issued under the SPP will rank equally with existing Pharmaxis Shares after commencement of trading.

The terms and conditions of the SPP are set out in this Offer Booklet. I encourage you to read this Offer Booklet carefully and in its entirety. You should also consult with your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the SPP.

  • The relevant five days are Monday, 8 November 2021 to Friday, 12 November 2021.

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How to apply

To apply for SPP Shares, you must make your Application online at https://pxsSPPoffer.thereachagency.comand follow the instructions to complete the online Application Form and receive your unique payment reference details.

  • Eligible Shareholders who wish to apply for SPP Shares must pay the Issue Price for the SPP Shares they wish to apply for via BPAY® in accordance with the instructions on the Application Form, so that it is received prior to the Closing Date.
  • If you are a New Zealand shareholder and you are unable to pay via BPAY®, you may pay via EFT in accordance with the instructions on the Application Form.

You are not required to return your Application Form. Payments by cheque will not be accepted.

Applications for SPP Shares can only be made in $1,000 increments and must be for a minimum of $1,000 and a maximum of $30,000.

If you have any questions in relation to how to participate in the SPP, please contact the Pharmaxis by email at david.mcgarvey@pharmaxis.com.au.

On behalf of the Board, I thank you for your continued support and encourage you to consider participating in the SPP.

Yours sincerely

Malcolm McComas

Independent Chairman

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Pharmaxis Limited published this content on 24 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 November 2021 21:59:08 UTC.