Amendment to the Amended and Restated 1995 Equity Incentive Plan

At Dyax Corp.'s ("Dyax" or the "Company") 2012 Annual Meeting of Stockholders held on May 9, 2012 (the "Annual Meeting"), our stockholders approved the proposed stock option exchanges for our employees, executive officers and directors, as reported in section 5.07 below, as well as the proposed amendment to our Amended and Restated 1995 Equity Incentive Plan (the "1995 Plan"). The Amendment increases the number of shares available for issuance under the 1995 Plan by up to 5,000,000 shares, less the net increase, if any, in the number of shares that become available for future equity awards under the 1995 Plan as a result of the stock option exchanges approved at the meeting. The number of shares will be finally determined once the exchanges are complete and the Company knows how many shares have been made available as a result of old options being surrendered in the option exchanges at the election of individual option holders.

On May 9, 2012, the Compensation Committee of the Board of Directors, as the administrator of the 1995 Plan with authority to make most amendments to the plan, also approved an amendment to delete the Compensation Committee's authority to make loans to participants in connection with awards granted under the 1995 Plan.

At the Annual Meeting held on May 9, 2012, the stockholders of the Company voted on the following six proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2012.

Proposal No. 1: To Elect Three Class III Directors to Serve until the 2015 Annual Meeting. The stockholders re-elected the following individuals as Class III directors of the Company:

                          Number of    Number of
Name of Director Nominees Votes For  Votes Withheld

Ron Cohen, M.D.           62,314,558   1,142,483
David J. McLachlan        61,522,781   1,934,260
Paolo Pucci               62,372,095   1,084,946

Proposal No. 2: To Approve an Increase in Shares Available for Issuance under the Company's Amended and Restated 1995 Equity Incentive Plan. The stockholders approved the proposed increase in shares available for issuance under the Amended and Restated 1995 Equity Incentive Plan.

For Against Abstain Broker Non-Votes 59,934,520 1,191,515 2,331,006 28,137,714

For Against Abstain Broker Non-Votes 57,438,480 3,676,043 2,342,518 28,137,714

Proposal No. 4: To Approve a Stock Option Exchange for Executive Officers. The stockholders approved the proposed stock option exchange for the Company's executive officers.

For Against Abstain Broker Non-Votes 44,285,502 16,810,417 2,361,122 28,137,714

Proposal No. 5: To Approve a Stock Option Exchange for Non-Employee Directors. The stockholders approved the proposed stock option exchange for the Company's non-employee directors.

For Against Abstain Broker Non-Votes 44,241,550 16,844,069 2,371,422 28,137,714

Proposal No. 6: To Ratify the Appointment of Dyax's Independent Registered Public Accounting Firm. The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

For Against Abstain Broker Non-Votes 91,299,473 204,431 90,851 0