Telix Pharmaceuticals Ltd — AGM Information 2018

Mar 14, 2018

==> picture [142 x 79] intentionally omitted <==

Telix Pharmaceuticals Limited ACN 616 620 369 Notice of Annual General Meeting Explanatory Memorandum

Date of Meeting Thursday, 19 April 2018

Time of Meeting 2.00pm (Melbourne time)

Place of Meeting Clarendon Lawyers Level 29, 55 Collins Street Melbourne

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

LETTER FROM THE CHAIRMAN

Dear Shareholder

It gives me great pleasure to invite you to attend the inaugural Annual General Meeting of Telix Pharmaceuticals Limited. I enclose the Notice of Meeting, which sets out the items of business, and the Explanatory Memorandum, which explains each of the resolutions to be considered at the Annual General Meeting.

The meeting will be held at 2.00pm (Melbourne time) on Thursday, 19 April 2018 at the offices of Clarendon Lawyers, Level 29, 55 Collins Street Melbourne.

The Board considers the Annual General Meeting to be an important event on our calendar and we look forward to the opportunity to update you on the Company’s recent performance and answer any questions you may have.

Since Listing on the ASX in November 2017, the Company has made great strides in its programs and operations, and we have been pleased with progress. Key milestones that have been achieved include:

• Completion of recruitment of the core team to deliver on our clinical activities over the next 24 months;

• Manufacturing has been established for TLX-101 (brain) and TLX-250 (renal) programs;

• Regulator engagement across all program areas has been effective, and the first EU IMPD (TLX250) was filed late December 2017;

• TLX-101 and TLX-250 programs will both become clinically active in the coming months;

• Prostate imaging partnership has advanced rapidly through validation to readiness for Drug Master File (DMF) filing;

• Several key academic relationships have been formed for indication expansion and new clinical application areas; and

• Orphan drug application for TLX-250 therapy has been filed (US) and is pending in the (EU).

If you have questions in relation to the upcoming Annual General Meeting, please contact Melanie Farris, Company Secretary, by email to melanie@telixpharma.com.

If you are not able to attend the meeting to vote in person, the Board encourages you to complete the enclosed Proxy Form and return it by mail or fax in accordance with the instructions provided. Alternatively, you could lodge your votes online via the share registry’s website at www.linkmarketservices.com.au. As Chairman, I will vote all proxies without voting instructions that are exercisable by me in favour of each Resolution.

I look forward to welcoming you to the Annual General Meeting.

Yours faithfully

==> picture [123 x 42] intentionally omitted <==

H Kevin McCann AM Chairman

2

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Telix Pharmaceuticals Limited ACN 616 620 369

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of the Shareholders of Telix Pharmaceuticals Limited ACN 616 620 369 ( Telix or the Company ) will be held at:

Time: 2.00pm (Melbourne time) Date: Thursday, 19 April 2018 Place: Clarendon Lawyers, Level 29, 55 Collins Street, Melbourne VIC 3000

The business to be considered at the Annual General Meeting is set out below. This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Statement, which contains information in relation to the Resolutions. If you are in any doubt as to how you should vote on the Resolutions you should consult your financial or other professional adviser. Capitalised terms used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary and throughout this Notice of Meeting and Explanatory Statement.

BUSINESS OF THE MEETING

Financial Statements and Report

To receive and consider the financial report, the Directors’ report and the auditor’s report for the financial year ended 31 December 2017.

Resolution 1 – Adoption of the Directors’ Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, in accordance with Section 250R(2) of the Corporations Act, the Remuneration Report as set out in the Company's annual report for the financial year ended 31 December 2017 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion applies to this resolution (see item 2 of the notes related to voting below).

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Resolution 2 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, for the purposes of Listing Rule 7.1A, the issue of Equity Securities comprising up to 10% of the Company’s share capital, calculated in accordance with Listing Rule 7.1A, details of which are set out in the Explanatory Statement, be authorised and approved by Shareholders.”

Note: A voting exclusion applies to this resolution (see item 2 of the notes related to voting below).

The Directors unanimously recommend that you vote in favour of this resolution.

3

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Resolution 3 – Re-election of Dr Andreas Kluge as Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution : 'That Dr Andreas Kluge, being a Director who retires by rotation in accordance with Rule 8.1(f) of the Constitution, and being eligible for re-election, be re-elected as a Director of Telix Pharmaceuticals Limited.’

The Directors (with Dr Kluge abstaining) unanimously recommend that you vote in favour of this resolution.

Resolution 4 – Appointment of Auditor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

'That PricewaterhouseCoopers, having been duly nominated by a shareholder and having consented in writing to act, be appointed as auditor of the Company'

The Directors unanimously recommend that you vote in favour of this resolution.

Other Business

To consider any other business which may be properly and lawfully brought before the Annual General Meeting in accordance with the Company's Constitution and the Corporations Act.

For further details regarding each resolution, Shareholders are referred to the notes to voting and Explanatory Memorandum that accompany, and form part of, this Notice of Meeting.

Dated this 15[th] day of March, 2018

By order of the Board of Directors

==> picture [140 x 47] intentionally omitted <==

Melanie Farris Company Secretary

4

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Notes related to voting

1 Entitlement to vote and how to vote

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm (Melbourne time) on Tuesday, 17 April 2018.

You may vote by attending the meeting in person, by proxy or duly authorised representative.

You may also lodge your vote online by visiting www.linkmarketservices.com.au. Alternatively, you may submit your proxy form by mail, fax or delivery to the share registry.

2 Voting exclusions

Resolution 1 – Adoption of Remuneration Report

The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Company’s key management personnel (KMP) named in the Remuneration Report for the year ended 31 December 2017 or their Closely Related Parties, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the Company’s KMP at the date of the Meeting or their Closely Related Parties,

unless the vote is cast as proxy for a person entitled to vote on Resolution 1:

• in accordance with a direction in the proxy form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Resolution 2 – Approval of 10% Placement Facility

The Company will disregard any votes cast on Resolution 2 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity).

However, the Company will not disregard a vote on Resolution 2 if it is cast as proxy for a person entitled to vote on Resolution 2:

• in accordance with a direction in the proxy form; or

• by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy.

Note: In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded from voting on Resolution 2.

3 Voting by proxy

Any Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting, so that it is received by no later than 2.00pm (Melbourne time) on Tuesday, 17 April 2018 at:

5

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Online	www.linkmarketservices.com.au
By mail:	Telix Pharmaceuticals Limited c/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235 Australia
By fax:	+61 2 9287 0309
By hand:	Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

Appointing a body corporate as proxy

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.

Your Proxy Form is enclosed

The Proxy Form is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the enclosed proxy form and return it in accordance with the instructions set out on the Proxy Form.

Chairman’s intention regarding undirected proxies

The Chairman intends to vote all proxies without voting instructions that are exercisable by the Chairman of the Meeting in favour of each Resolution.

4 Corporate representatives and attorneys

A body corporate that is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its corporate representative at the Meeting. The appointment must comply with section 250D of the Corporations Act and the representative should be provided with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that corporate Shareholder’s or proxy’s representative.

The representative should send evidence of his or her appointment to the Company (address above) in advance of the meeting (including any authority under which it has been signed) or hand it in at the commencement of the Meeting.

Any Shareholder entitled to attend and vote at the Meeting may appoint an attorney to act on its behalf at the Meeting. An attorney may but need not be a member of the Company. Any attorney may not vote at the Meeting unless the instrument appointing the attorney, and the authority under which the instrument is signed (or a certified copy) are received by the Company in the same manner, and by the same time, as outlined for Proxy Forms.

6

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

5 Questions for the Auditor

Shareholders may submit written questions to the Company’s Auditor, PricewaterhouseCoopers, if the question is relevant to the content of PricewaterhouseCoopers’ Auditor’s Report for the year ended 31 December 2017 or the conduct of its audit of the Company’s Financial Report for the year ended 31 December 2017.

Relevant written questions for the Auditor must be received by the Company by no later than 5.00pm (Melbourne time), Thursday 12 April 2018. Please send any written questions to:

Company Secretary, Melanie Farris c/- melanie@telixpharma.com.

A list of written questions will be made available to Shareholders at the Meeting. If written answers are tabled at the Meeting, they will be made available to Shareholders as soon as practicable after the Meeting.

7

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Explanatory Memorandum

This Explanatory Memorandum has been prepared to help Shareholders understand the items of business at the forthcoming Annual General Meeting.

1 Financial Statements and Reports

The Corporations Act requires that the report of the Directors, the Auditor’s report and the financial report for the Company for the year end 31 December 2017 be laid before the Meeting.

Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders at the Meeting on the reports or statements. However, Shareholders will be given a reasonable opportunity to raise questions with respect to these reports and statements at the Meeting.

In accordance with the Corporations Act the Company is not required to provide a hard copy of the Company’s Annual Report to Shareholders unless a shareholder has specifically elected to receive a printed copy. Shareholders may view the Company's Annual Report on the Company's website at http://www.telixpharma.com/ or may request a copy from the Company at any time.

Also, a reasonable opportunity will be given to Shareholders at the Meeting to ask the Company’s Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and the independence of the Auditor.

2 Resolution 1 – Adoption of Remuneration Report

Under sections 249L and 250R of the Corporations Act, public companies are required to meet disclosure requirements in respect of Director and executive remuneration, and to include a Remuneration Report in the Director’s Report to Shareholders.

The Remuneration Report for the 12 months ended 31 December 2017 commences on page 9 of the 2017 Annual Report.

The vote on Resolution 1 is advisory only and will not be binding on the Board or the Company.

Notwithstanding the non-binding nature of the vote, the Board will take note of the outcome of the vote when considering future remuneration matters.

Under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the relevant remuneration report at two consecutive annual general meetings (with a 25% or more vote 'against' commonly referred to as a "first strike" or "second strike"), the Company will be required to put to Shareholders a resolution at the later of those annual general meetings proposing that an extraordinary general meeting ( Spill Meeting ) be called to consider the election of directors of the company ( Spill Resolution ). The Spill Meeting must be held within 90 days of the date of the second annual general meeting. For a Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

As this is the Company's first Annual General Meeting, a Spill Resolution is not relevant for this Meeting.

Recommendation

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

8

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

3 Resolution 2 – Approval of 10% Placement Facility

3.1 Company’s consideration in seeking approval

The Company’s TLX-591 (prostate cancer) program is one of the company’s major intellectual property assets. As detailed in the Company’s IPO Prospectus dated 16 October 2017, Telix has a research collaboration and option agreement with Atlab in respect of its TLX-591 program. Atlab has the rights to IP that Telix believes may be beneficial to the future of the TLX-591 program, including certain potential partnering opportunities.

Telix is working collaboratively with Atlab to evaluate the manufacturing scale-up for huJ591 for the purpose of clinical comparability between huJ591 and TLX-591 ( Atlab Agreement ). The Atlab Agreement also grants Telix the option to acquire Atlab for US$10 million in cash or Shares or a combination of cash and Shares (at the Company’s election) ( Atlab Option ).

Telix is currently evaluating the relevant technology and the Atlab Option. As at the date of this Notice of Meeting, the Board has not resolved to exercise the Atlab Option. Approval by shareholders of Resolution 2 will allow the Company flexibility if in the future the Board resolves to exercise the Atlab Option.

3.2 Listing Rule 7.1A

Listing Rule 7.1A provides that an eligible entity may seek approval of holders of its ordinary securities by special resolution (which requires 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative)) at its annual general meeting to issue Equity Securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the annual general meeting (“ 10% Placement Facility ").

The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

Listing Rule 7.1B.4, and the exceptions in Listing Rule 7.2, also apply to Listing Rule 7.1A.

Listing Rule 7.1B.4 provides that, in working out the number of fully paid ordinary securities on issue 12 months before the relevant issue date, if first quotation of the entity’s securities occurred less than 12 months before the issue date then the number of securities will be the number of fully paid ordinary securities on issue on the date of first quotation.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (available on the ASX website at www.asx.com.au).

3.3 Further requirements of Listing Rule 7.1A

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• the date that is 12 months after the date of the annual general meeting at which the approval is obtained (which, in the case of Resolution 2 will be 19 April 2019); or

• the date of the approval by holders of ordinary securities of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX,

(“ 10% Placement Period” ).

9

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Class of Equity Securities issued under Listing Rule 7.1A

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice of Meeting, has only one quoted class of Equity Security, being Shares.

Issue price of Equity Securities issued under Listing Rule 7.1A3

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed; or

• if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued,

(the “ Minimum Price ”).

Listing Rule 7.1A4

Listing Rule 7.1A.4 requires the Company to give to ASX the information required by Listing Rule 3.10.5A when it issues Equity Securities under Listing Rule 7.1A.

3.4 Effect of Resolution 2

The effect of Resolution 2 will be to allow the Company to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

While the Company does not have any immediate plans to issue Equity Securities under the 10% Placement Facility, purposes for which Equity Securities may be issued pursuant to Resolution 2 may include the raising of capital to expedite the development of the Company’s projects or the acquisition of assets.

3.5 Specific information required by Listing Rule 7.3A

Pursuant to Listing Rule 7.3, the following information is provided in relation to Resolution 2:

Minimum Price

The Equity Securities will be issued at an issue price of not less than the Minimum Price (defined above).

Dilution

Shareholders should be aware that there is a risk of economic and voting dilution that may result from an issue of Equity Securities under the 10% Placement Facility, including the risk that:

• the market price for Equity Securities in that class may be significantly lower on the issue date than on the date of the meeting where approval is sought (i.e. the date of this Meeting); and

• the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the date of issue.

Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2 on the basis of the market price of Shares (as at close of trade on 6 March 2018 (“ Issue Price ”) and the current number of Shares on issue as at the date of this Notice of Meeting.

10

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Facility.

Number of Shares on issue: Variable "A" in Listing Rule 7.1A.2			Dilution
		$0.26 50% decrease in Issue Price	$0.52 Issue Price	$1.04 100% increase in Issue Price
Current Variable A 197,437,500	10% voting dilution (shares)	19,743,750	19,743,750	19,743,750
	Funds raised	$5,133,375	$10,266,750	20,533,500
50% increase in current Variable A 296,156,250	10% voting dilution (shares)	29,615,625	29,615,625	29,615,625
	Funds raised	$7,700,063	$15,400,125	$30,800,250
100% increase in current Variable A 394,875,000	10% voting dilution (shares)	39,487,500	39,487,500	39,487,500
	Funds raised	$10,266,750	$20,533,500	$41,067,000

The table also shows two examples of where:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue as at the date of this Notice of Meeting. The number of Shares on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval, for example, a pro rata entitlement offer or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the Issue Price.

The table above has been prepared on the following additional assumptions:

• the Company issues the maximum number of Shares available under the 10% Placement Facility; and

• the table shows only the effect of issues of Shares under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Placement Period

If Shareholder approval is granted for Resolution 2, that approval will expire at the end of the 10% Placement Period.

The approval under Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

Purpose

The Company may seek to issue the Equity Securities for the following purposes:

11

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

• as non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• for cash consideration, in order to raise funds for the acquisition of new assets or investments (including expenses associated with such acquisitions), to expedite development of the Company’s projects and for general working capital.

Allocation

The allottees of the Equity Securities to be issued under the 10% Placement Facility have not yet been determined. However the allottees could consist of current Shareholders or new investors (or both), none of whom will be Related Parties.

The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to a range of factors including:

• the purpose of the issue;

• the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;

• the effect of the issue of the Equity Securities on the control of the Company;

• the circumstances of the Company, including the financial situation and solvency of the Company;

• prevailing market conditions; and

• advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

Prior approval

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

Voting exclusion statement

A voting exclusion statement is included in the notes to voting accompanying the Notice of Meeting. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities.

No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

3.6 Recommendation

The Directors unanimously recommend that you vote in favour of this resolution.

4 Resolution 3 – Re-election of Dr Andreas Kluge as Director

Dr Andreas Kluge was appointed as an executive director of the Company on 3 January 2017.

4.1

Constitution and Listing Rule 14.5

Rule 8.1(f) of the Constitution provides that, where no director is required to retire and stand for re-election at a particular annual general meeting in accordance with rules 8.1(c) and (d) of the Constitution, one of the directors (selected by drawing lots or by agreement) must retire and may stand for re-election. As at the time of this AGM, there is no directors required to retire under rules 8.1(c) and (d) of the Constitution.

12

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Listing Rule 14.5 provides that a company which has directors must hold an election of directors at each annual general meeting.

The note to Listing Rule 14.5 states as follows:

Note: This rule applies even where no director is required to stand for re-election at an annual general meeting under rule 14.4. An entity must have at least one director stand for election or re-election at each annual general meeting. If it is not having a new director stand for election and no director is due to stand for re-election under rule 14.4, the entity must select at least one of its existing directors to stand for re-election. Typically an entity will do this by calling for a volunteer or by drawing lots.

In accordance with Rule 8.1(f) of the Constitution and Listing Rule 14.5, Dr Andreas Kluge retires as Director and offers himself for re-election as a Director at this Meeting.

4.2 Biography of Dr Andreas Kluge

Dr Andreas Kluge has 20 years of clinical research and development experience, including as Founder, General Manager and Medical Director for ABX-CRO GmbH, a full service CRO for phase I-III biological, radiopharmaceutical and anticancer trials based in Dresden, Germany. He is also founder and was founding CEO of ABX GmbH (www.abx.de), one of the leading manufacturers of radiopharmaceutical precursors globally.

Andreas is further founder, General Manager and Medical Director for Therapeia GmbH & Co KG, an early-stage development company in the field of neuro-oncology which was acquired by Telix. Andreas has extensive experience in the practice of nuclear medicine and radiochemistry, molecular imaging and the clinical development of novel radionuclide-based products and devices. He is the author of numerous patents and publications in the field of nuclear medicine, neurology, infection and immunology. Andreas is a registered physician and holds a doctorate in Medicine from the Free University of Berlin.

Andreas is the co-founder of Telix and was appointed to the Board on the date the Company was incorporated, 3 January 2017.

4.3 Recommendation

The Directors (with Dr Kluge abstaining) unanimously recommend that you vote in favour of this resolution.

5 Resolution 4 – Appointment of Auditor

PricewaterhouseCoopers was appointed as the auditor of the Company by the Board on 16 January 2017.

Section 327B(1)(a) of the Corporations Act requires a public company to appoint an auditor at its first annual general meeting. Accordingly, the Company is seeking Shareholder approval of the appointment of PricewaterhouseCoopers as the Company’s auditor.

PricewaterhouseCoopers has been duly nominated for appointment as the Company’s auditor by a Shareholder as required by section 328B of the Corporations Act. A copy of the Shareholder’s written notice of nomination is set out below.

13

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

==> picture [390 x 457] intentionally omitted <==

5.1 Recommendation

The Directors unanimously recommend that you vote in favour of this resolution.

14

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

Glossary

In the Notice of Meeting and this Explanatory Memorandum the following defined terms have the following meanings:

Annual General Meeting or Meeting means the annual general meeting of Shareholders convened by this Notice of Meeting.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited or the securities exchange market operated by it, as the context requires.

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

Board means the board of Directors of the Company.

Chair or Chairman means the chairman of Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member's spouse;

• (c) a dependent of the member or members' spouse;

• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company or Telix means Telix Pharmaceuticals Limited ACN 616 620 369.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the meaning given in the Listing Rules.

Notice of Meeting or Notice means the notice of Annual General Meeting which accompanies this Explanatory Memorandum.

Resolution means a resolution contained in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average market price.

Telix Pharmaceuticals Limited 2018 AGM Notice of Meeting and Explanatory Memorandum

==> picture [104 x 57] intentionally omitted <==

ACN 616 620 369

LODGE YOUR VOTE ONLINE  www.linkmarketservices.com.au BY MAIL  Telix Pharmaceuticals Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Telix Pharmaceuticals Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2.00pm (Melbourne time) on Thursday, 19 April 2018 at Clarendon Lawyers, Level 29, 55 Collins Street, Melbourne (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain *

• 1 Adoption of the Directors’ Remuneration Report

==> picture [79 x 80] intentionally omitted <==

• 2 Approval of 10% Placement Facility

• 3 Re-election of Dr Andreas Kluge as Director

• 4 Appointment of Auditor

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

TLX PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2.00pm (Melbourne time) on Tuesday, 17 April 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE 

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

BY MAIL 

Telix Pharmaceuticals Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.