Telix Pharmaceuticals Ltd - AGM Information 2019

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

Date of Meeting Wednesday 22 May 2019

Time of Meeting 10.30am (Melbourne time)

Place of Meeting The Larwill Studio 48 Flemington Rd Parkville VIC 3052

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

LETTER FROM THE CHAIRMAN

Dear Shareholder

It gives me great pleasure to invite you to attend the 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 10.30am (Melbourne time) on Wednesday 22 May 2019 at The Larwill Studio, 48 Flemington Rd, Parkville.

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.

If you have questions in relation to the upcoming Annual General Meeting, please contact Melanie Farris, Company Secretary, by email to [email protected].

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 can lodge your votes online via the share registry’s website at www.linkmarketservices.com.au. As Chairman, I intend to 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

H Kevin McCann AM Chairman

Telix Pharmaceuticals Limited 2019 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: 10.30am (Melbourne time) Date: Wednesday 22 May 2019 Place: The Larwill Studio, 48 Flemington Rd, Parkville VIC 3052

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 2018.

Resolution 1 – Adoption of the 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 2018 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 – Re-election of Ms Jann Skinner as Director

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

'That Ms Jann Skinner, being a Director whose tenure ends at the conclusion of this Annual General Meeting in accordance with Rule 8.1(c) and (h) of the Constitution, and being eligible for re-election, be re-elected as a Director of Telix Pharmaceuticals Limited.’

The Directors (with Ms Skinner abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

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

'That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the issue of 495,000 Director Options to Ms Jann Skinner (or nominee), details of which are set out in the Explanatory Statement, be approved by Shareholders.’

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

The Directors (with Ms Skinner abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 4 – Adoption of Telix Equity Incentive Plan

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

'That for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, the adoption by the Company of an equity incentive scheme titled Telix Equity Incentive Plan and the issues of securities under that plan, on the terms and conditions set out in the Explanatory Statement, be approved by Shareholders.’

Note: 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 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

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

'That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 400,000 Incentive Options to Dr Christian Behrenbruch (or nominee), details of which are set out in the Explanatory Statement, be approved by Shareholders.’

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

The Directors (with Dr Behrenbruch abstaining) unanimously recommend that Shareholders vote in favour of this Resolution.

Resolution 6 – Approval of remuneration of Non-Executive Directors

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

'That pursuant to and in accordance with Rule 8.3(a) of the Constitution, ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate remuneration that may be paid to the NonExecutive Directors in any year be set at $500,000, to be divided among the Non-Executive Directors in the manner determined by the Board from time to time.’

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

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

The Directors abstain from making a recommendation in relation to this Resolution.

Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

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

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 14,837,531 Shares and 780,923 Warrants to the Atlab Parties and BZL, details of which are set out in the Explanatory Statement, be ratified 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 Shareholders vote in favour of this Resolution.

Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

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

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 6,090,805 Shares to the ANMI Parties, details of which are set out in the Explanatory Statement, be ratified 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 Shareholders vote in favour of this Resolution.

Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

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

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 5,950,000 Employee Options to employees and consultants of the Company, details of which are set out in the Explanatory Statement, be ratified 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 Shareholders vote in favour of this Resolution.

Resolution 10 – 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 ASX Listing Rule 7.1A, the issue of Equity Securities comprising up to 10% of the Company’s share capital, calculated in accordance with ASX 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).

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

The Directors unanimously recommend that Shareholders 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 18[th] April 2019

By order of the Board of Directors

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Melanie Farris Company Secretary

Telix Pharmaceuticals Limited 2019 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 Monday, 20 May 2019.

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 2018 or their Closely Related Parties, regardless of the capacity in which the vote is cast.

However the Company need not disregard a vote on Resolution 1 if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Ms Jann Skinner, her nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 4 – Adoption of Telix Equity Incentive Plan

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company), their nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Dr Christian Behrenbruch, his nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 6 – Approval of remuneration of Non-Executive Directors

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a Director of the Company, their nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of the Atlab Parties, BZL, their nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of the ANMI Parties, their nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of any of the recipients of the Employee Options, their nominee(s) and any of their Associates, however the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 10 – Approval of 10% Placement Facility

The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of any person who is expected to participate in the proposed issue of Equity Securities under Resolution 10, and any person who will obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 10 is passed (and any Associates of those persons).

However, the Company will not disregard a vote on Resolution 10 if it is cast as proxy for a person entitled to vote on Resolution 10:

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

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 ASX Listing Rule 14.11.1 and the relevant note under that rule concerning ASX 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 10.

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 10.30am (Melbourne time) on Monday, 20 May 2019 at:

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.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

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.

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 2018 or the conduct of its audit of the Company’s financial report for the year ended 31 December 2018.

Relevant written questions for the Auditor must be received by the Company by no later than 5.00pm (Melbourne time), Tuesday 14 May 2019. Please send any written questions to:

Company Secretary, Melanie Farris c/- [email protected].

Telix Pharmaceuticals Limited 2019 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 2018 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 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.

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 Directors’ report to Shareholders.

The Remuneration Report for the 12 months ended 31 December 2018 commences on page 18 of the 2018 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.

At the Company’s 2017 Annual General Meeting, a “first strike” was not recorded in respect of the Remuneration Report. Accordingly, 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.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

3 Resolution 2 – Re-Election of Jann Skinner as Director

Ms Jann Skinner was appointed by the Board as a Non-Executive Director of the Company on 19 June 2018 under Rule 8.1(b) of the Constitution.

3.1 Constitution and ASX Listing Rule 14.4

Rule 8.1(c) of the Constitution provides that a director appointed by the Board under Rule 8.1(b), who is not a chief executive officer, holds office until the conclusion of the next annual general meeting following his or her appointment. Rule 8.1(h) provides that the members may by resolution at a general meeting appoint an eligible person to be a director, either as an addition to the existing directors or to fill a casual vacancy.

ASX Listing Rule 14.4 provides that a director who is appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity.

In accordance with Rule 8.1(c) of the Constitution and ASX Listing Rule 14.4, Ms Skinner’s tenure as a Director ends at the conclusion of this Meeting and she offers herself for re-election as a Director at this Meeting.

3.2 Biography of Ms Jann Skinner

Ms Jann Skinner has extensive experience in audit and accounting and in the insurance industry. She was a partner of PricewaterhouseCoopers for 17 years before retiring in 2004.

Ms Skinner is an independent non executive director of QBE Insurance Group Limited, where she also serves as Deputy Chair of the Risk and Capital Committee and the Audit Committee. She also serves as a Director of the Create Foundation Limited and HSBC Bank Australia Limited. Jann is a Fellow of both Chartered Accountants Australia & New Zealand, and the Australian Institute of Company Directors.

Ms Skinner serves as Chair of the Audit and Risk Management Committee of the Board.

3.3 Recommendation

The Directors (with Ms Skinner abstaining) unanimously recommend that Shareholders vote in favour of Resolution 2.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.

4 Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

4.1 Background

The Board has agreed, subject to obtaining Shareholder approval, to allot and issue 495,000 Options ( Director Options ) to Ms Jann Skinner (or her nominee), on the terms and conditions set out in Schedule 2.

The Director Options are exercisable at $1.09 each at any time from their date of issue up to their expiry on 24 January 2023.

Under Chapter 2E of the Corporations Act, for a public company to give a financial benefit to a related party of the public company, the public company must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The issue of Director Options to Ms Skinner (or her nominee) requires the Company to obtain Shareholder approval because the Director Options constitute giving a financial benefit and, as a Director, Ms Skinner is a related party of the Company.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Director Options to Ms Skinner as contemplated by Resolution 3.

4.2 Shareholder approval under Chapter 2E and ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Director Options as contemplated by Resolution 3:

(a) the related party is Ms Jann Skinner and she is a related party by virtue of being a Director;
(b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be allocated to the related party is 495,000 Director Options to Ms Skinner (or her nominee);
(c) the Director Options will be granted to Ms Skinner no later than 1 month after the date of the Annual General Meeting and it is anticipated that all of the Director Options will be allocated on one date;
(d) the Director Options will be issued for nil cash consideration and accordingly no funds will be raised by the issue of the Director Options;
(e) Shares issued on exercise of the Director Options will rank equally with fully paid ordinary shares;
(f) the Director Options will be issued on the terms set out in Schedule 2;
(g) the Director Options have been valued by management in accordance with the Black Scholes valuation methodology as set out below. The value is not necessarily the market price that the Director Options could be sold at and is not automatically the market price for taxation purposes:

Assumptions:
Valuation date	24 January 2019
Market price of shares	$0.76
Exercise price of Director Options	$1.09
Expiry date	24 January 2023
Risk free interest rate	1.79%
Volatility	52.00%

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Assumptions:
Dividend yield	0.00%
Indicative value per Director Option	$0.23
Total value of Director Options	$115,830

(h) the relevant interests of the Directors in securities of the Company as at 18 March 2019 and assuming that all of the security issuances contemplated by this Notice of Meeting are approved and occur, and that no securities are purchased or sold by any Director, will be as set out below:

Director	Shares held 18 March 2019	Options held 18 March 2019	Shares post-AGM	Options post-AGM
H Kevin McCann AM	160,000	990,000	160,000	990,000
Christian Behrenbruch	24,675,000	-	24,675,000	400,000
Andreas Kluge	24,675,000	-	24,675,000	-
Oliver Buck	1,057,500	495,000	1,057,500	495,000
Mark Nelson	2,238,750	990,000	2,238,750	990,000
Jann Skinner	100,000	-	100,000	495,000

(i) the remuneration from the Company to the Directors and their associates (for their roles as Non-Executive Directors) for the previous financial year and the proposed remuneration for the current financial year are set out below:

	2019(i) $	2018 $
Annual Fees
K McCann, Chairman	120,000	120,000
O Buck, Non-Executive Director	65,700	65,700
M Nelson, Non-Executive Director	65,700	65,700
J Skinner, Non-Executive Director	65,700	35,157
Additional Fees
J Skinner, Non-Executive Director(ii)	14,435	7,724

(i) Expected remuneration in FY2019 (excludes the value of any Options issued under Resolutions 3 and 5).

(ii) In consideration for agreeing to join the Board, and in lieu of an equity grant at the time of appointment, the Board offered Ms Skinner an additional fee of $14,345 per annum (inclusive of statutory superannuation), effective until the date of the Company’s 2019 AGM. This additional fee will be reviewed at that date.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

(j) if the Director Options granted to Ms Skinner are exercised for cash, a total of 495,000 Shares would be allotted and issued for total consideration received by the Company of $539,550. This would increase the number of Shares on issue from 218,365,836 to 218,860,836 (assuming that no other options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 0.23%.

The market price of Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised.

(k) the trading history of the Shares on ASX over the 12 months up to and including 18 March 2019 is set out below:

	Price	Date
Highest	$1.03	19 October 2018
Lowest	$0.47	18 March 2018
Last	$0.71	18 March 2019

(l)
in respect of Resolution 3:
(i) the primary purpose of the grant of the Director Options is to provide cost effective consideration to Ms Skinner for agreeing to join the Board and to reward her commitment and contribution to the Company in her role as a Director, whilst allowing the Company to maintain cash reserves for its operations. In addition, the Board (other than Ms Skinner) considers the grant of the Director Options to Ms Skinner to be reasonable, given the necessity to attract high calibre professionals to the Company whilst maintaining the Company's cash reserves;
(ii) the Board (other than Ms Skinner) considered the extensive experience and reputation of Ms Skinner, the current market price of Shares, the implied value of the Director Options, current market practices and the prior grants of options to Directors when determining the number and exercise price of the Director Options to be issued under Resolution 3. Relevantly, the exercise price of the Director Options is $1.09, which is approximately 44% more than the closing price of the Shares of $0.71 on 18 March 2019;
(iii) the Board (other than Ms Skinner) does not consider there are any significant opportunity costs to the Company in issuing the Director Options to Ms Skinner (or her nominee); and
(iv) commentary relating to ASX Corporate Governance Principles and Recommendation Policy 8.2 states (inter alia) that non-executive directors should normally be remunerated by way of fees in the form of cash, non-cash benefits, superannuation contributions or salary sacrifice into equity and that it is generally acceptable for non-executive directors to receive securities as part of their remuneration to align their interests with the interests of other security holders. The Board (other than Ms Skinner) considers the issue of Director Options to Ms Skinner is an effective method available to Shareholders to consider in remunerating Ms Skinner as opposed to a cash payment, given the Company’s cash position and the development of the Company’s technology. Shareholders should consider the above matters carefully before deciding how to vote on Resolution 3.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

4.3 Recommendation

Ms Skinner declines to make a recommendation to Shareholders in relation to Resolution 3 due to her material personal interest in the outcome of the Resolution. The other Directors, who do not have a material personal interest in the outcome of Resolution 3, recommend that Shareholders vote in favour of Resolution 3. The Board is not aware of any other information that would reasonably be required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 3.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 3.

5 Resolution 4 – Adoption of Telix Equity Incentive Plan

5.1 Background

Resolution 4 seeks Shareholder approval for the adoption of the employee incentive scheme titled Telix Equity Incentive Plan ( Telix Equity Incentive Plan ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to issue a limited number of securities under the Telix Equity Incentive Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The objective of the Telix Equity Incentive Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Incentive Plan and the future issue of securities under the Telix Equity Incentive Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of securities under the Incentive Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

5.2 Information required by the ASX Listing Rules

A summary of the key terms and conditions of the Telix Equity Incentive Plan is set out in Schedule 1. In addition, a copy of the Telix Equity Incentive Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Telix Equity Incentive Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

The Telix Equity Incentive Plan was adopted by the Board on 31 August 2017, but has not been approved by Shareholders. The Company has previously issued 9,800,000 unlisted Options under the Telix Equity Incentive Plan.

A voting exclusion statement is included in the Notice.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

5.3 Recommendation

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

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 4.

6 Resolution 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

6.1 Background

ASX Listing Rule 10.14 provides that a company must not permit a director to acquire shares under an employee incentive scheme without the prior approval of holders of ordinary securities.

Resolution 5 seeks approval under ASX Listing Rule 10.14 to issue 400,000 Options ( Incentive Options ) to Dr Christian Behrenbruch (or his nominee) under the Telix Equity Incentive Plan on the terms and conditions set out in Schedule 2.

The Incentive Options are exercisable at $1.09 each at any time from their date of issue up to their expiry on 24 January 2023.

Under Chapter 2E of the Corporations Act, for a public company to give a financial benefit to a related party of the public company, the public company must:

(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

It is the view of the Directors (other than Dr Behrenbruch) that the exception set out in section 211(1) (allowing the giving of a financial benefit that is reasonable remuneration) applies in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Incentive Options to Dr Behrenbruch under ASX Listing Rule 10.14 as contemplated by Resolution 5, but not under Chapter 2E of the Corporations Act.

6.2 Further details of Incentive Options

As part of the financial year 2018 remuneration review an offer of 400,000 unlisted share options was made to Dr Behrenbruch as a tool to both incentivise and retain. The offer was made subject to Shareholder approval.

The Incentive Options offered have a four-year term, with an expiry date of 24 January 2023. The exercise price of $1.09 per Incentive Option is a 44% premium to the five-day volume weighted average closing price prior to the day of offer ($0.7561). Options remain unvested for a three-year period, and ‘cliff vest’ on 24 January 2022.

The Company considers that this grant of Incentive Options allows the Company to maintain cash reserves for its operations whilst rewarding the CEO for his commitment, achievements and ongoing contribution to the Company.

If the Incentive Options granted to Dr Behrenbruch are exercised for cash, a total of 400,000 Shares would be allotted and issued for total consideration received by the Company of $436,000. This would increase the number of Shares on issue from 218,365,836 to 218,765,836 (assuming that no other options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 0.19%.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

6.3 Shareholder approval under ASX Listing Rule 10.15

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of Incentive Options as contemplated by Resolution 5:

(a) the related party is Dr Christian Behrenbruch and he is a related party by virtue of being a Director;
(b) the maximum number of Incentive Options (being the nature of the financial benefit being provided) to be allocated to Dr Behrenbruch (or his nominee) is 400,000 Incentive Options;
(c) the Incentive Options will be issued for nil cash consideration and accordingly no funds will be raised by the issue of the Incentive Options. The exercise price of each of the Incentive Options is $1.09;
(d) no Directors have received securities under the Telix Equity Incentive Plan to date;
(e) the people referred to in ASX Listing Rule 10.14 who are eligible to participate in the Telix Equity Incentive Plan are all of the Directors. However, at present, Shareholder approval is only sought in relation to the issue of the Incentive Options to Dr Christian Behrenbruch under the Telix Equity Incentive Plan as described in this Notice. Shareholder approval will be sought prior to the issue of any other securities to Directors under the Telix Equity Incentive Plan;
(f) a voting exclusion statement in relation to Resolution 5 is included in the Notice;
(g) there is no loan associated with the grant of the Incentive Options;
(h) the Incentive Options will be granted to Dr Behrenbruch no later than 1 month after the date of the Annual General Meeting and it is anticipated the Incentive Options will be allocated on one date;
(i) Shares issued on exercise of the Incentive Options will rank equally with fully paid ordinary shares; and
(j) the Incentive Options will be issued on the terms set out in Schedule 2.

6.4 Recommendation

Dr Behrenbruch declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material personal interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board is not aware of any other information that would reasonably be required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 5.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 5.

7 Resolution 6 – Approval of remuneration of Non-Executive Directors

7.1 Non-Executive Director remuneration

In accordance with Rule 8.3(a) of the Constitution and rule 10.17 of the ASX Listing Rules, the aggregate remuneration of Non-Executive Directors is determined from time to time by the Company in General Meeting. The last determination for the Company was made at the General Meeting of Shareholders held on 13 October 2017. At that Meeting, Shareholders approved an aggregate annual remuneration pool for Non-Executive Directors of $400,000. The total NonExecutive Director remuneration of Telix Pharmaceuticals Limited for the year period ended 31 December 2018 utilised $294,281 of this authorised amount.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Resolution 6 seeks Shareholder approval to set the maximum aggregate remuneration payable to Non-Executive Directors at $500,000 per annum representing an increase of $100,000.

The remuneration from the Company to the Non-Executive Directors and their associates (for their roles as Directors) for the past financial year and the proposed remuneration for the current financial year are as set out in paragraph 4.2(i) above. The Company does not propose to increase the amount paid to individual Non-Executive Directors in the current financial year. Rather, the Company’s reason for seeking an increase to the remuneration pool is due to the appointment of an additional Non-Executive Director (Ms Skinner), and the potential appointment of additional Non-Executive Directors.

The Board believes that the remuneration of the Directors must be maintained at a level consistent with similarly sized ASX-listed companies, taking into account the time commitment of the role and Company performance. The increase in the aggregate remuneration pool sought by Resolution 6 is designed to:

(a) accommodate the increase in the number of Non-Executive Directors and a potential increase in the future; and
(b) allow for future increases in remuneration to current or future Non-Executive Directors, should this be considered appropriate.

The Company has not issued any securities to any Non-Executive Director under either of ASX Listing Rules 10.11 or 10.14 within the preceding 3 years.

Resolution 6, if passed, will ensure the Company has adequate flexibility to increase the size of the Board or the remuneration of Non-Executive Directors, as and when the business of the Company requires.

7.2 Recommendation

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

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 6.

8 Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares and Warrants in connection with the acquisition of Atlab Pharma SAS ( Atlab ) by the Company.

8.1 Background

As disclosed in the Company’s prospectus issued in connection with its initial public offering, the Company had the right to acquire Atlab via the Atlab Option for USD $10m in cash or shares (or a combination thereof, at the Company’s discretion).

On 11 September 2018, the Company issued an announcement (the Atlab Announcement ) announcing the completion of the acquisition of Atlab and also that:

(a) as part of the acquisition, the Company had renegotiated Atlab’s material background intellectual property licences, including with BZL Biologics LLC ( BZL );
(b) the consideration in respect of the acquisition of Atlab and the renegotiation of BZL’s rights consisted of:
(i) USD $9m in Shares (14,056,608 Shares) issued to the Atlab Parties at $0.89 per share;
(ii) USD $500,000 in Shares (780,923 Shares) issued to BZL at $0.89 per share; and

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

(iii) USD $500,000 in Warrants (780,923 Warrants) issued to BZL with an exercise price of $1.34 per Warrant,

all on the terms summarised in the Atlab Announcement.

8.2 ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period without the approval of holders of ordinary security than the amount which represents 15% of the number of fully paid ordinary securities on issue at the start of the 12 month period.

ASX 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.

ASX Listing Rule 7.4 provides that an issue of securities made without the approval of holders of ordinary securities under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and holders of ordinary securities subsequently approve the issue pursuant to a notice of meeting which complies with ASX Listing Rule 7.5.

The effect of Resolution 7 will be to ratify the issue of 14,837,531 Shares to the Atlab Parties and BZL and 780,923 Warrants to BZL for the purposes of ASX Listing Rule 7.1.

8.3 Information provided in accordance with ASX Listing Rule 7.5

The following information is provided in relation to the issue of the Shares and Warrants in Resolution 7 in accordance with Listing Rule 7.5:

(a) The number of Shares issued was 14,837,531 Shares. The number of Warrants issued was 780,923 Warrants.
(b) The Shares and Warrants were issued for nil cash consideration. The consideration received by the Company for the issue of the Shares and Warrants is the acquisition of Atlab from the Atlab Parties by the Company and the reduction of royalties payable to BZL on the terms summarised in the Atlab Announcement. The deemed issued price of the Shares was $0.89 per Share.
(c) Shares issued to the Atlab Parties and BZL are fully paid and rank equally in all respects with the Company’s other Shares on issue.
(d) Warrants issued to BZL are exercisable at $1.34 per Warrant into Shares. The Warrants will not be quoted. 50% of the Warrants are exercisable at any time from the first anniversary of the date of issue up to the fourth anniversary of the date of issue. 50% of the Warrants are exercisable at any time from the second anniversary of the date of issue up to the fourth anniversary of the date of issue. On exercise of the Warrants, the Shares will be fully paid and rank equally in all respect with the Company’s other Shares on issue.
(e) Shares were issued to the Atlab Parties (i.e. the owners of Atlab prior to the Company’s acquisition of Atlab). Shares and Warrants were issued to BZL.
(f) No funds were raised from the issue of Shares to Atlab and BZL as the Shares were issued by the Company as consideration for the acquisition of Atlab and the reduction of royalties payable to BZL on the terms summarised in the Atlab Announcement.
(g) A voting exclusion statement in relation to Resolution 7 is included in the Notice of Meeting.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

8.4 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

The Chairman intends to vote undirected proxies in favour of Resolution 7.

9 Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of Shares in connection with the acquisition of Advanced Nuclear Medicine Ingredients (ANMI) SA ( ANMI ) by the Company.

9.1 Background

On 26 November 2018, the Company issued an announcement (the ANMI Announcement ) announcing the acquisition of ANMI by the Company for consideration including €3.15m in Shares (6,090,805 Shares) issued to the ANMI Parties at $0.83 per Share on the terms summarised in the ANMI Announcement.

9.2 ASX Listing Rules 7.1 and 7.4

See Section 8.2 of this Explanatory Statement for a summary of the effect of ASX Listing Rules 7.1 and 7.4.

The effect of Resolution 8 will be to ratify the issue of 6,090,805 Shares to the ANMI Parties for the purposes of ASX Listing Rule 7.1.

9.3 Information provided in accordance with ASX Listing Rule 7.5

The following information is provided in relation to the issue of the Shares in Resolution 8 in accordance with ASX Listing Rule 7.5:

(a) The number of Shares issued was 6,090,805 Shares.
(b) The Shares were issued for nil cash consideration. The consideration received by the Company for the issue of the Shares is the acquisition of ANMI from the ANMI Parties by the Company on the terms summarised in the ANMI Announcement. The deemed issued price of the Shares was $0.83 per Share.
(c) The Shares issued are fully paid and rank equally in all respects with the Company’s other Shares on issue.
(d) Shares were issued to the ANMI Parties (i.e. the owners of ANMI prior to the Company’s acquisition of ANMI).
(e) No funds were raised from the issue of Shares to ANMI as the Shares were issued by the Company as consideration for the acquisition of ANMI from the ANMI Parties on the terms summarised in the ANMI Announcement.
(f) A voting exclusion statement in relation to Resolution 8 is included in the Notice of Meeting.

9.4 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

The Chairman intends to vote undirected proxies in favour of Resolution 8.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

10 Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

10.1 Background

As announced on 24 January 2019, the Company issued 5,950,000 options ( Employee Options ) to employees and consultants of the Company as part of their remuneration.

Of the Employee Options:

(a) 5,750,000 Employee Options vest on 24 January 2022;
(b) 133,332 Employee Options vest in equal proportions between 1 March 2019 and 1 October 2019; and
(c) 66,668 Employee Options vested on 1 February 2019.

The Employee Options have an exercise price of $1.09 and expire on 24 January 2023.

10.2 ASX Listing Rules 7.1 and 7.4

See Section 8.2 of this Explanatory Statement for a summary of the effect of ASX Listing Rules 7.1 and 7.4.

The effect of Resolution 8 will be to ratify the issue of the 5,950,000 Employee Options to the Company’s employees and consultants for the purposes of ASX Listing Rule 7.1.

10.3 Information provided in accordance with ASX Listing Rule 7.5

The following information is provided in relation to the issue of the Options in Resolution 10 in accordance with ASX Listing Rule 7.5:

(a) The number of Employee Options issued was 5,950,000 Options.
(b) The Employee Options were issued for nil cash consideration as the Employee Options were issued to employees and consultants of the Company as part of their remuneration.
(c) The Employee Options were issued on the terms set out in Section 10.1 above. On exercise of the Employee Options, Shares will be issued which will fully paid and rank equally in all respects with the Company’s other Shares on issue.
(d) The Employee Options were issued to employees of the Company and consultants of the Company (i.e. the Company’s governance, IP and medical advisors engaged via consultancy agreements) (or their respective nominees) subsequent to the FY 2018 performance and remuneration review.
(e) No funds were raised from the issue of Employee Options as the Employee Options were issued by the Company to employees and consultants of the Company as part of their remuneration.
(f) A voting exclusion statement in relation to Resolution 9 is included in the Notice of Meeting.

10.4 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.

The Chairman intends to vote undirected proxies in favour of Resolution 9.

11 Resolution 10 – Approval of 10% Placement Facility

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

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

the formula prescribed in ASX Listing Rule 7.1A.2 (available on the ASX website at www.asx.com.au).

11.1 ASX Listing Rule 7.1A

ASX 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 ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX 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.

The exceptions in ASX Listing Rule 7.2, also apply to ASX Listing Rule 7.1A.

11.2 Further requirements of ASX Listing Rule 7.1A

10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX 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 10 will be 22 May 2020); or
the date of the approval by holders of ordinary securities of a transaction under ASX 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” ).

Class of Equity Securities issued under ASX 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 this Notice of Meeting, has only one quoted class of Equity Security, being Shares.

Issue price of Equity Securities issued under ASX Listing Rule 7.1A3

The issue price of Equity Securities issued under ASX 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 the paragraph above, the date on which the Equity Securities are issued,

(the “ Minimum Price ”).

ASX Listing Rule 7.1A4

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

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

11.3 Effect of Resolution 10

The effect of Resolution 10 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 ASX Listing Rule 7.1.

Resolution 10 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 10 may include the raising of capital to expedite the development of the Company’s projects or the acquisition of assets.

11.4 Specific information required by ASX Listing Rule 7.3A

Pursuant to ASX Listing Rule 7.3A, the following information is provided in relation to Resolution 10:

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 ASX Listing Rule 7.1A.2 on the basis of the market price of Shares (as at close of trade on 22 February 2019 (“ Issue Price ”) and the current number of Shares on issue as at the date of this Notice of Meeting.

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.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Number of Shares on issue: Variable "A" in ASX Listing Rule 7.1A.2			Dilution

		$0.3675 50% decrease in Issue Price	$0.735 Issue Price	$1.47 100% increase in Issue Price
Current Variable A 218,365,836	10% voting dilution (shares)	21,836,584	21,836,584	21,836,584
	Funds raised	$8,024,945	$16,049,889	$32,099,778
50% increase in current Variable A 327,548,754	10% voting dilution (shares)	32,754,875	32,754,875	32,754,875
	Funds raised	$12,037,417	$24,074,833	$48,149,666
100% increase in current Variable A 436,731,672	10% voting dilution (shares)	43,673,167	43,673,167	43,673,167
	Funds raised	$16,049,889	$32,099,778	$64,199,555

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 ASX 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 ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

Placement Period

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

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

Purpose

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

Telix Pharmaceuticals Limited 2019 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 ASX 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).

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 previously obtained Shareholder approval under ASX Listing Rule 7.1A at the Company’s 2017 AGM held on 19 April 2018, but the Company has not previously used any of the additional placement capacity approved at that time.

Details of Equity Securities issued during the last 12 months

In the 12 months preceeding the date of this Meeting, the Company issued a total of 31,609,259 Equity Securities which represents 15% of the total number of Equity Securities on issue on 19 May 2018 (being 204,061,500). The Equity Securities issued in the preceding 12 months were as follows:

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Date of Appendix 3B	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non- cash consideration– a description of the consideration and the current value of the consideration
04/06/2018	3,950,000 Options	Note 3	Employees of the Company	Nil.	Nil. The Options were issued to employees of the Company as part of their remuneration.
11/09/2018	14,837,531 Shares and 780,923 Warrants	See Section 7 of this Notice for a summary of the class and terms	The Atlab Parties and BZL	Nil.	Nil. The Shares and Warrants were issued as consideration in respect of the acquisition of Atlab and the renegotiation of BZL’s rights to the total value of USD $10m.
24/12/2018	6,090,805 Shares	Note 2	The ANMI Parties	Nil.	Nil. The Shares were issued as part consideration in respect of the acquisition of ANMI to the total value of €3.15m.
24/01/2019	5,950,000 Employee Options	See Section 10 of this Notice for a summary of the class and terms	Employees and consultants of the Company	Nil	Nil. The Employee Options were issued to employees and consultants of the Company as part of their remuneration.

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: TLX (terms are set out in the Constitution).
Unlisted Options with an exercise price of $0.85 and an expiry date of 11 June 2022 which vest as follows
(A) 3,650,000 Options will vest on the following dates and in the following proportions:

(I) 11 June 2019: 33%; 27

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

(II) 11 June 2020: 33%; (III) 11 June 2021: 34%;

(B) 300,000 Options will vest in equal portions on a monthly basis over a twoyear period.

On exercise of the Options, Shares will be issued which will fully paid and rank equally in all respects with the Company’s other Shares on issue.

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.

11.5 Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 10.

Telix Pharmaceuticals Limited 2019 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 ASX 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.

ANMI has the meaning given to that term in Section 9 of this Explanatory Statement.

ANMI Announcement has the meaning given to that term in Section 8.1 of this Explanatory Statement.

ANMI Parties means the owners of ANMI immediately prior to the acquisition of ANMI by the Company. Atlab has the meaning given to that term in Section 8 of this Explanatory Statement.

Atlab Announcement has the meaning given to that term in Section 8.1 of this Explanatory Statement. Atlab Parties means the owners of Atlab immediately prior to the acquisition of Atlab by the Company. Board means the board of Directors of the Company.

BZL has the meaning given to that term in Section 8.1 of this Explanatory Statement.

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.

Director Options has the meaning given to that term in Section 4.1 of this Explanatory Statement.

Employee Options has the meaning given to that term in Section 10.1 of this Explanatory Statement.

Equity Securities has the meaning given in the ASX Listing Rules.

Incentive Options has the meaning given to that term in Section 6.1 of this Explanatory Statement.

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

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and 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.

Telix Equity Incentive Plan has the meaning given to that term in Section 5.1 of this Explanatory Statement.

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

VWAP means volume weighted average market price.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Schedule 1 – Summary of terms of Telix Equity Incentive Plan

The key terms of the Telix Equity Incentive Plan are as follows:

Term	Description
Eligibility	Offers may be made at the Board’s discretion to employees of the Company (including the Executive Directors) and any other person that the Board determines to be eligible to receive a grant under the Plan.
Types of securities	The Plan Rules provide flexibility for the Company to grant one or more of the following securities as incentives, subject to the terms of individual offers: • performance rights, which are an entitlement to receive Shares upon satisfaction of applicable conditions; • options, which are an entitlement to receive Shares upon satisfaction of applicable conditions and payment of the applicable exercise price; and • restricted shares, which are Shares that are subject to dealing restrictions, vesting conditions or other restrictions or conditions.
Offers under the Plan	The Board may make offers at its discretion and any offer documents must contain the information required by the Plan Rules. The Board has the discretion to set the terms and conditions on which it will offer performance rights, options and restricted shares in individual offer documents. Offers must be accepted by the employee and can be made on an opt-in or opt-out basis.
Plan limit	Where an offer is made in reliance on ASIC Class Order 14/1000, the total number of Shares issued (or in the case of performance rights and options, the total number of Shares which would be issued if those performance rights or options were exercised) must not exceed 5% of the total number of Shares on issue.
Issue price	Unless the Board determines otherwise, no payment is required for a grant of a performance right, option or restricted share under the Plan.
Vesting	Vesting of performance rights, options and restricted shares under the Plan is subject to any vesting or performance conditions determined by the Board and specified in the offer document. Options must be exercised by the employee and the employee is required to pay the exercise price before Shares are allocated. Subject to the Plan Rules and the terms of the specific offer document, any performance rights, options or restricted shares will either lapse or be forfeited if the relevant vesting and performance conditions are not satisfied.
Cessation of employment	Under the Plan Rules, the Board has a broad discretion in relation to the treatment of entitlements on cessation of employment. It is intended that individual offer documents will provide more specific information on how the entitlements will be treated if the participating employee ceases employment.
Clawback and preventing inappropriate benefits	The Plan Rules provide the Board with broad “clawback” powers if, for example, the participant has acted fraudulently or dishonestly or there is a material financial misstatement.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Term	Description
Change of control	The Board may determine that all or a specified number of a participant’s performance rights, options or restricted shares will vest or cease to be subject to restrictions on a change of control event in accordance with the Plan Rules.
Reconstructions and corporate actions	The Plan Rules include specific provisions dealing with rights issues, bonus issues and corporate actions and other capital reconstructions. These provisions are intended to ensure that there is no material advantage or disadvantage to the participant in respect of their incentives as a result of such corporate actions.
Restrictions on dealing	Prior to vesting, the Plan Rules provide that participants must not sell, transfer, encumber, hedge or otherwise deal with their incentives. After vesting, participants will be free to deal with their incentives, subject to the Securities Dealing Policy.
Other terms	The Plan contains customary and usual terms of dealing with administration, variation, suspension and termination of the Plan.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

Schedule 2 – Summary of terms of the Director Options and Incentive Options

The Unlisted Director Options and Incentive Options (together the “ Options ”) will be issued on the same terms. The Options to be issued entitle the holder to subscribe for fully paid ordinary shares in the Company (“ Shares ”) on the following terms and conditions.

(a) The Options are exercisable at a price of $1.09 each (“ Exercise Price ”) at any time from the date of issue of the Options up to the expiry of the Options on 24 January 2023 (“ Option Exercise Period ”), but not thereafter.
(b) Each Option entitles the holder to subscribe for one Share.
(c) The Company must give each Option holder a certificate or statement stating:
(i) the number of Options issued to the Option holder;
(ii) the exercise price of the Options; and
(iii) the date of issue of the Options and the Option Expiry Period.
(d) The Company will maintain a register of holders of Options in accordance with section 168(1)(b) of the Corporations Act 2001 (Cth).
(e) The Options will be fully transferrable in accordance with the Constitution of the Company and, for such time as the Company is listed, the Listing Rules of the ASX will apply.
(f) Options do not carry any dividend entitlement until they are exercised. Subject to the Constitution, Shares issued on exercise of Options rank equally with other issued Shares from the date they are issued by the Company.
(g) An Option holder is not entitled to participate in any new issue of securities to existing shareholders unless the Option holder has exercised its Options before the record date for determining entitlements to the new issue of securities and participates as a result of holding Shares.
(h) If listed, the Company must give an Option holder, in accordance with the Listing Rules, notice of:
(i) the proposed terms of the issue or offer proposed under paragraph (g); and
(ii) the right to exercise the Option holder's Options under paragraph (g).
(i) If the Company makes a bonus issue of Shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Option is exercisable is increased by the number of Shares which the Option holder would have received if the option holder had exercised the Option before the record date for determining entitlements to the issue, in accordance with the Listing Rules.
(j) If the Company makes a pro rata issue of Shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Option before the record date for determining entitlements to the issue, the exercise price of each Option is reduced in accordance with the Listing Rules.
(k) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which each option holder is entitled and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

(l) Any calculations or adjustments which are required to be made under the Option terms of issue will be made by the board of directors of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.
(m) The Company must within a reasonable period give to each Option holder notice of any change under paragraphs (i) to (k) (inclusive) to the exercise price of any Options held by an Option holder or the number of Shares for which the Option holder is entitled to subscribe on exercise of an Option.
(n) When exercising Options, an Option holder must give the Company or its share registry a Notice of Exercise of Options form (to be obtained from the Company or its share registry), and effect payment of the Exercise Price by:
(i) paying to the Company, in immediately available funds, an amount equal to the Exercise Price multiplied by the number of Options being exercised; or
(ii) cashless exercise, in which case the Option holder will be issued such number of Shares for each Option as is calculated according to the following formula:
- (A-B) * X A

Where:

A equals the closing price of Shares on ASX on the trading day immediately preceding the date of delivery of the Notice of Exercise of Options form; and
B equals the Exercise Price; and
X equals the number of Shares issuable on exercise of the Option, assuming the Option was exercised for cash.
(o) The Options are exercisable on any business day during the Option Exercise Period. An Option holder may only exercise Options in multiples of 50,000, unless the Option holder exercises all of its Options.
(p) If an Option holder exercises less than the total number of its Options, the Company must cancel the Option certificate (if any) and issue the Option holder a new certificate or holding statement for the remaining number of Options held by the Option holder.
(q) Options will be deemed to be exercised on the date that the Notice of Exercise of Option Form is received by the Company in accordance with paragraphs (n) and (o) and, if applicable, cleared funds are received by the Company. The Company shall within 10 days after the receipt of such Notice and cleared funds, issue Shares in respect of the Options exercised and dispatch a shareholder statement to the holder.
(r) If applicable, the Company will apply to ASX for official quotation of the Shares issued on exercise of the Options.
(s) The Company will advise holders at least 20 Business Days before the impending expiry of their Options and will advise the due date for payment, the amount of money payable on exercise, the consequences of non-payment and such other details as the Listing Rules then prescribe, so as to enable holders to determine whether or not to exercise their Options during the Option Exercise Period.
(t) These Option Terms of Issue and the rights and obligations of Option holders are governed by the laws of Victoria. Each Option holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Victoria.

Telix Pharmaceuticals Limited 2019 AGM Notice of Meeting and Explanatory Memorandum

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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: 1300 554 474 Overseas: +61 1300 554 474

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 above by 10:30am (Melbourne time) on Monday, 20 May 2019, 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 reverse of this Proxy Form).

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 Resolutions are 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.

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” must 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.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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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 Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or 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 10:30am (Melbourne time) on Wednesday, 22 May 2019 at The Larwill Studio, 48 Flemington Road, Parkville VIC 3052 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 1, 3, 4, 5 and 6: 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 Resolutions 1, 3, 4, 5 and 6, even though the Resolutions are 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 * For Against Abstain *
1 Adoption of the Remuneration Report 9 Ratification of issue of Employee Options to employees and consultants of the Company
2 Re-election of Ms Jann Skinner as 10 Approval of 10% Placement Facility Director

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3 Approval of issue of Director Options to Ms Jann Skinner
4 Adoption of Telix Equity Incentive Plan
5 Approval of issue of Incentive Options to Dr Christian Behrenbruch
6 Approval of remuneration of Non-Executive Directors
7 Ratification of issue of Shares in connection with acquisition of Atlab
8 Ratification of issue of Shares in connection with acquisition of ANMI

 * 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) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) 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 PRX1901D

AI assistant

Telix Pharmaceuticals Ltd — AGM Information 2019

31324_rns_2019-04-17_78e08cb3-ecb0-4025-a68c-373a786ac6fb.pdf

LETTER FROM THE CHAIRMAN

Notice of Annual General Meeting

BUSINESS OF THE MEETING

Financial Statements and Report

Resolution 1 – Adoption of the Remuneration Report

Resolution 2 – Re-election of Ms Jann Skinner as Director

Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

Resolution 4 – Adoption of Telix Equity Incentive Plan

Resolution 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

Resolution 6 – Approval of remuneration of Non-Executive Directors

Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

Resolution 10 – Approval of 10% Placement Facility

Other Business

Notes related to voting

1 Entitlement to vote and how to vote

2 Voting exclusions

Resolution 1 – Adoption of Remuneration Report

Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

Resolution 4 – Adoption of Telix Equity Incentive Plan

Resolution 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

Resolution 6 – Approval of remuneration of Non-Executive Directors

Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

Resolution 10 – Approval of 10% Placement Facility

3 Voting by proxy

Appointing a body corporate as proxy

Your Proxy Form is enclosed

Chairman’s intention regarding undirected proxies

4 Corporate representatives and attorneys

5 Questions for the Auditor

Explanatory Memorandum

1 Financial Statements and Reports

2 Resolution 1 – Adoption of Remuneration Report

Recommendation

3 Resolution 2 – Re-Election of Jann Skinner as Director

3.1

Constitution and ASX Listing Rule 14.4

3.2 Biography of Ms Jann Skinner

3.3 Recommendation

4 Resolution 3 – Approval of issue of Director Options to Ms Jann Skinner

4.1 Background

4.2 Shareholder approval under Chapter 2E and ASX Listing Rule 10.13

4.3 Recommendation

5 Resolution 4 – Adoption of Telix Equity Incentive Plan

5.1 Background

5.2 Information required by the ASX Listing Rules

5.3 Recommendation

6 Resolution 5 – Approval of issue of Incentive Options to Dr Christian Behrenbruch

6.1 Background

6.2 Further details of Incentive Options

6.3 Shareholder approval under ASX Listing Rule 10.15

6.4 Recommendation

7 Resolution 6 – Approval of remuneration of Non-Executive Directors

7.1 Non-Executive Director remuneration

7.2 Recommendation

8 Resolution 7 – Ratification of issue of Shares in connection with acquisition of Atlab

8.1 Background

8.2 ASX Listing Rules 7.1 and 7.4

8.3 Information provided in accordance with ASX Listing Rule 7.5

8.4 Recommendation

9 Resolution 8 – Ratification of issue of Shares in connection with acquisition of ANMI

9.1 Background

9.2 ASX Listing Rules 7.1 and 7.4

9.3 Information provided in accordance with ASX Listing Rule 7.5

9.4 Recommendation

10 Resolution 9 – Ratification of issue of Employee Options to employees and consultants of the Company

10.1 Background

10.2 ASX Listing Rules 7.1 and 7.4

10.3 Information provided in accordance with ASX Listing Rule 7.5

10.4 Recommendation

11 Resolution 10 – Approval of 10% Placement Facility

11.1 ASX Listing Rule 7.1A

11.2 Further requirements of ASX Listing Rule 7.1A

10% Placement Period

Telix Pharmaceuticals Ltd AGM Information 2019