Telix Pharmaceuticals Ltd — Capital/Financing Update 2019

Jul 28, 2019

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Telix Pharmaceuticals Limited Suite 401, 55 Flemington Road North Melbourne, VIC, 3051 Australia www.telixpharma.com ACN: 616 620 369

29 July 2019

Despatch of Share Purchase Plan Booklet to Eligible Shareholders Telix Pharmaceuticals Limited (ASX Code: TLX)

Further to the announcement of 17 July 2019, Telix Pharmaceuticals Limited confirms the despatch to Eligible Shareholders of the accompanying Share Purchase Plan (“SPP”) Booklet.

Eligible Shareholders who have questions as to how to participate in the SPP should not hesitate to contact the Telix Pharmaceuticals Limited SPP Offer Information Line on +61 1300 330 255.

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Melanie Farris Company Secretary

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Telix Pharmaceuticals Limited ACN 616 620 369

IMPORTANT NOTICE AND DISCLAIMER

This Booklet does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

Capitalised terms used in this Booklet have the meanings given to them in the Glossary.

Share Purchase Plan Booklet 29 July 2019

The offer of New Shares under the SPP is made in accordance with ASIC Class Order 09/425, which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This Booklet is not a prospectus under Chapter 6D of the Corporations Act.

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

This document is dated 29 July 2019.

This is an important document. Please read it carefully before making an investment decision in relation to the Share Purchase Plan.

New Zealand

If you have any questions in relation to how to participate in the Share Purchase Plan after reading this booklet, please contact Link Market Services DRAFT Limited, the Company’s share registry, from 9.00am to 5.00pm, Monday to Friday, on +61 1300 330 255 (toll free within Australia).

The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders at the Record Date with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

If you have any questions in relation to whether an investment in Telix Pharmaceuticals Limited through the Share Purchase Plan is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

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

This document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

United States

This Booklet may not be released or distributed in the United States. The New Shares have not been and will not be registered under the US Securities Act of 1933 (the “ Securities Act ”) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States.

LETTER TO SHAREHOLDERS

Dear Shareholder

Telix Pharmaceuticals Limited Share Purchase Plan

On behalf of the Board, I am pleased to offer you the opportunity to apply for New Shares in Telix Pharmaceuticals Limited (“ TLX ” or the “ Company ”) under a share purchase plan (“ SPP ”).

The SPP allows Eligible Shareholders the opportunity to subscribe for up to $15,000 worth of New Shares without paying brokerage or other transaction costs.

The New Shares will be issued under the SPP at $1.30 per New Share (“ Offer Price ”), which is the same price at which Shares were issued under the Company’s recent successful $40 million placement announced on 17 July 2019 (“ Placement ”).

The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet. You should read this Booklet in its entirety before deciding whether to participate in the SPP.

In the last 12 months, Telix has become a clinically active company with multiple clinical trials launched around the globe, including the ZIRCON Phase III trial for renal cancer imaging and the IPAX-1 glioblastoma therapy study. We have also reported a successful Phase III meeting with the FDA regarding TLX250-CDx (89Zr-girentuximab) for the imaging of clear cell renal cancer with positron emission tomography (PET) with the goal of including US patients into the ZIRCON study and to clarify the suitability of the Company’s product development strategy to attain eventual marketing authorisation in the US (subject to regulatory review and approval).

In terms of progressing a first product toward commercialisation, Telix has requested a pre-New Drug Application (NDA) meeting with the US Food and Drug Administration (FDA) with the goal of commencing the process of attaining a marketing authorization in the United States of the illumet[TM] (TLX591-CDx) for the imaging of prostate cancer. Similar discussions are also in progress with European authorities.

The Company is seeking to raise a capped amount of $5 million under the SPP, however the Company reserves the right to raise less than this amount. The SPP will not be underwritten. DRAFT

The Directors have reserved the right to place the New Shares not subscribed for by Shareholders under the SPP to any sophisticated or professional investors, as a separate placement, at a price which is no less than the Offer Price (subject to available capacity under ASX Listing Rules 7.1 and 7.1A (if applicable)).

Proceeds from the Placement and the SPP will be applied to the Company’s commercial and clinical programs, including:

• Completion of European clinical activity for TLX591-CDx (prostate imaging) to support an EU marketing authorisation;

• • Commercial-scale manufacturing and Biologics License Application (BLA) preparedness for TLX250-CDx (renal cancer imaging);

• Commencement of Phase III clinical activity in Australia for TLX591 (prostate therapy);

• Commercial launch of TLX591-CDx (branded as illumet[TM] ) in the United States, subject to FDA review and approval;

• Pipeline and indication expansion for Telix’s product portfolio; and

• Working capital.

For further information on Telix and the Placement please refer to the Company's investor presentation dated 17 July 2019, available at www.asx.com.au and www.telixpharma.com.

Further information in respect of the SPP, including how to apply for New Shares, how many New Shares can be applied for, key SPP dates and eligibility to participate, are included in the remainder of this Booklet.

Thank you for your continued support of Telix Pharmaceuticals Limited.

Yours sincerely

H Kevin McCann Chairman

KEY DATES

Event	Date
SPP Record Date	Tuesday, 16 July 2019 (7.00pm)
Announcement of Placement and SPP and re-commencement of trading of shares on ASX	Wednesday, 17 July 2019
Dispatch of SPP Booklet	29 July 2019
SPP Offer opens	29 July 2019
SPP Offer closes	16 August 2019 (5.00pm)
Settlement of Shares under SPP	21 August 2019
Issue of Shares under the SPP	22 August 2019
Trading of Shares under the SPP	23 August 2019

This timetable is indictive. TLX reserves the right to vary these times and dates in its absolute discretion by sending a revised timetable to ASX. All times are Australian Eastern Standard Time.

DRAFT

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KEY SPP INFORMATION

What is the SPP?

The SPP provides Eligible Shareholders with the opportunity to subscribe for up to $15,000 worth of New Shares without paying any brokerage or other charges.

Applications may be scaled back at the absolute discretion of TLX.

Application Amount	Number of New Shares
$1,000	770
$2,500	1,924
$5,000	3,847
$10,000	7,693
$15,000	11,539

How much will the Company raise under the SPP?

TLX is seeking to raise a capped amount of $5 million under the SPP. The Company reserves the right to raise less than this amount in its absolute discretion.

TLX may, at its absolute discretion, scale back the number of New Shares that will be allotted to individual Shareholders under the SPP.

What is the Offer Price of New Shares under the SPP?

The New Shares will be issued under the SPP at the Offer Price of $1.30 per New Share, which is the price at which shares were issued to investors under the Placement.

There is a risk that the market price of Shares may rise or fall between the Record Date, the date of this Booklet, the date on which a Shareholder makes a payment for New Shares or sends in an Application Form, and the time of issue of New Shares under the SPP. This means that the price you pay for the New Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue of the New Shares.

Your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Offer Price.

The current TLX share price can be obtained from the ASX (www.asx.com.au) and is listed in the financial and business section of major daily newspapers circulating in Australia.

Is the SPP underwritten?

No, the SPP will not be underwritten.

How much can I invest under the SPP?

Eligible Shareholders may apply for a parcel of New Shares under the SPP in accordance with the application amounts set out below. The maximum investment amount under the SPP is $15,000 or 11,539 New Shares, subject to scale-back at the absolute discretion of TLX.

The number of New Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Offer Price.

Am I an Eligible Shareholder?

Participation in the SPP is optional and is available exclusively to Shareholders who are registered holders of Shares at the Record Date with a registered address in Australia or New Zealand provided that such Shareholder is not in the United States, or acting for the account or benefit of a person in the United States (“ Eligible Shareholder ”).

The SPP is also being extended to Eligible Shareholders who are Custodians for them to participate in the SPP on behalf of certain Eligible Beneficiaries (who are Australian and New Zealand residents and not in the United States, or acting for the account or benefit of a person in the United States) on the terms and conditions provided in this Booklet.

Option holders who did not exercise their options prior to the Record Date are not eligible to participate in the SPP in relation to those options.

DRAFT

How do I apply for New Shares?

If you wish to participate in the SPP, you need to do one of the following.

Option 1: Pay by BPAY[®]

Make payment by BPAY[®] as shown on the enclosed Application Form. To apply via BPAY[®] you must have an Australian bank account. If you apply via BPAY[®] there is no need to return the enclosed Application Form, but you will be taken to have made the statements and certifications that are set out in the Application Form.

Payment must be received in cleared funds by no later than 5.00 pm (AEST) on 16 August 2019.

Option 2: Pay by cheque or money order

Complete and return the enclosed Application Form together with a cheque or money order made payable to “Telix Pharmaceuticals” as shown on the Application Form. Application Forms and payment must be received by no later than 5.00 pm (AEST) on 16 August 2019 and should be sent in the enclosed reply-paid envelope, mailed or delivered to Link Market Services Limited at the following addresses:

Mailing Address: Telix Pharmaceuticals Limited C/- Link Market Services Limited PO Box 3560 Sydney NSW 2001

Hand Delivery:

Telix Pharmaceuticals Limited C/- Link Market Services Limited

1A Homebush Bay Drive Rhodes NSW 2138

(Please do not use this address for mailing purposes)

Do I have to participate in the SPP?

No, participation in the SPP is entirely voluntary.

If you do not wish to participate in the SPP, do nothing.

Can my offer under the SPP be transferred to a third party?

No, the offer cannot be transferred.

What are the rights attached to New Shares issued under the SPP?

New Shares issued under the SPP will rank equally with other fully paid ordinary shares of TLX as at the date of issue of the New Shares.

Where can I get more information on the SPP?

If you have questions in relation to how to participate in the SPP, please contact the Company’s share registry, Link Market Services Limited, on +61 1300 330 255 (toll free within Australia). If you have any questions in relation to whether an investment in TLX through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

DRAFT

TERMS AND CONDITIONS OF THE SPP

1. SPP Offer

• 1.1 Telix Pharmaceuticals Limited (“ TLX ” or “ Company ”) offers Eligible Shareholders (defined in clause 2 below) the opportunity to purchase up to $15,000 worth of fully paid ordinary shares in TLX (“ New Shares ”) at an Offer Price per New Share as determined under clause 1.2 below under the Share Purchase Plan (“ SPP ”), subject to and in accordance with the terms and conditions set out in this Booklet.

• 1.2 The Offer Price will be $1.30 per New Share. The Offer Price represents a 12% discount to the 5-day volume weighted average price (“VWAP”) of shares on ASX as at close of trading on 12 July 2019 (the last trading day of the Shares before announcement of the SPP).

• 1.3 Each person who applies to participate in the SPP accepts the risk that the market price of Shares may change between the Record Date, the date of the SPP Offer, the date on which the applicant makes a BPAY[®] payment or sends in an Application Form and the date on which New Shares are issued to the applicant under the SPP. The effect of this is that the Offer Price may be higher or lower than the market price of Shares at any given time and that Shares could be bought on-market at a lower price than the Offer Price.

• 1.4 In these terms and conditions, the “ SPP Offer ” means the offer in clause 1.1.

• 1.5 Only persons who are Eligible Shareholders may participate in the SPP. If you are an Eligible Shareholder, your rights under the SPP Offer and SPP are personal to you and cannot be transferred to another person.

What do I do if I am a Custodian?

The SPP is being extended to Eligible Shareholders who are Custodians (who are not in the United States, or acting for the account or benefit of a person in the United States) and who wish to apply for New Shares on behalf of certain Eligible Beneficiaries.

The SPP is being offered to Custodians as the registered Shareholder. Custodians are not required to participate on behalf of their Eligible Beneficiaries. Custodians may choose whether or not to extend the SPP to their Eligible Beneficiaries.

If you wish to apply as a Custodian under the SPP to receive New Shares for one or more Eligible Beneficiaries, you must complete and submit an additional Custodian Certificate before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase New Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $15,000 limit.

• 1.6 Directors and employees of TLX who are Eligible Shareholders may participate in the SPP.

• 1.7 All references to $ or dollars in this booklet are references to Australian dollars unless indicated otherwise.

2. Eligible Shareholders

• 2.1 Subject to the remaining paragraphs of this clause 2, an “ Eligible Shareholder ” means a registered holder of TLX Shares as at the “ Record Date ” (being 7:00 pm AEST on Tuesday, 16 July 2019) whose address, as recorded in TLX’s register of members, is in Australia or New Zealand.

• 2.2 The SPP Offer is not made to Shareholders with registered addresses outside Australia or New Zealand. Option holders who did not exercise their options prior to the Record Date are not eligible to participate in the SPP in relation to those options.

• 2.3 The New Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or

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not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Accordingly, Shareholders who are located in the United States or who are, or are acting for the account or benefit of, persons in the United States, are not Eligible Shareholders and are not entitled to participate in the SPP.

• 2.4 Shareholders who are joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and the certification in the Application Form by one joint holder will be taken to have been given by all joint holders.

2.5 Where a Custodian (as defined in ASIC Class Order 09/425) is a registered holder of Shares on the Record Date and holds Shares on behalf of one or more persons with a registered address in Australia or New Zealand who is not in the United States, or acting for the account or benefit of a person in the United States (“ Eligible Beneficiaries ”), the SPP Offer is made to the Custodian and the Custodian has the discretion whether to extend the SPP Offer to the Eligible Beneficiaries. If you are a Custodian who wishes to apply for New Shares on behalf of an Eligible Beneficiary, TLX will not issue New Shares unless you submit an additional Custodian Certificate that contains further certifications and details (required by the terms of ASIC Class Order 09/425). Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected.

• 2.6 Custodians must request a Custodian Certificate when making an application on behalf of Eligible Beneficiaries. To request a Custodian Certificate or further information about the custodian application process, please contact Link Market Services Limited, the Company’s share registry, from 9.00am to 5.00pm Monday to Friday on +61 1300 330 255 (toll free within Australia).

• 2.7 A Shareholder or Custodian will be ineligible to participate in the SPP if their participation would be in breach of ASIC Class Order 09/425.

3 Application to Participate

Applying for New Shares

• 3.1 Participation in the SPP is optional.

• 3.2 Eligible Shareholders may participate in the SPP by applying to purchase a parcel of New Shares in the following amounts, up to a maximum amount of $15,000 per Eligible Shareholder:

• (a) $1,000 (770 New Shares);

• (b) $2,500 (1,924 New Shares); (c) $5,000 (3,847 New Shares); (d) $10,000 (7,693 New Shares); or

• (e) $15,000 (11,539 New Shares).

DRAFT

The number of New Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Offer Price.

• 3.3 If you are an Eligible Shareholder and wish to participate in the SPP, you must either:

• (a) make payment by BPAY[®] in the appropriate amount in Australian dollars using your customer reference number (which is required to identify your holding) and the biller code, both of which are set out on your personalised Application Form, so that payment is received by TLX’s share registry by no later than 5.00 pm (AEST) on 16 August 2019. If you make a payment by BPAY[®] you do not need to send your completed Application Form as receipt of your BPAY[® ] payment will be taken by TLX as your application;

OR

• (b) complete and submit your personalised Application Form in accordance with the instructions on it and make payment for the New Shares by enclosing a cheque or money order for the appropriate amount in Australian dollars made payable to “Telix Pharmaceuticals” and sending the cheque or money order with the Application Form:

• (i) in the enclosed reply-paid envelope; or

• (ii) by mail to Telix Pharmaceuticals Limited C/- Link Market Services Limited PO Box 3560 Sydney NSW 2001

  • or

(iii) hand deliver to Telix Pharmaceuticals Limited C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 (Please do not use this address for mailing purposes)

so that they are received by TLX’s share registry no later than 5.00 pm (AEST) on 16 August 2019.

Receipts for payment will not be issued.

• 3.4 If an Eligible Shareholder has more than one holding, the Eligible Shareholder may not apply for New Shares with an aggregate value of more than $15,000 under the SPP. Accordingly, an Eligible Shareholder may only make an application for the maximum amount with respect to one holding.

• 3.5 You should be aware that your own financial institution may implement earlier cut off times

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for electronic payments and you should take this into consideration when making payment of application monies via BPAY[®] . Your financial institution may have a set limit on the amount that you can pay via BPAY[®] . It is your responsibility to ensure that the amount you wish to pay via BPAY[®] is received by TLX’s share registry by 5.00 pm (AEST) on 16 August 2019.

If you make a payment via BPAY[®] you represent and warrant that the total of the application price for the following does not exceed $15,000:

• (a) the New Shares the subject of your application;

• (b) any other Shares issued to you under an arrangement similar to the SPP in the 12 months before the date of your application under the SPP;

• (c) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and

• (d) any other Shares issued to a Custodian under an arrangement similar to the SPP in the 12 months before the date of your application for New Shares as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in such Shares, even though you may have received more than one offer or received offers in more than one capacity.

TLX’s discretion with regard to applications

3.6 TLX may accept or reject any application under the SPP, including where:

• (a) you are not making a BPAY[®] payment, your Application Form is incorrectly completed, incomplete or the application is otherwise determined by TLX to be invalid:

• (b) you make your payment by cheque or money order and the cheque or money order is dishonoured or has otherwise not been completed correctly;

• (c) the amount of your BPAY[®] payment or cheque or money order is not equal to $1,000, $2,500, $5,000, $10,000 or $15,000. If this occurs, TLX may either;

• (i) refund in full your application monies and not allot any New Shares to you; or

• (ii) allot you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund to you the excess of your application monies;

DRAFT

• (d) it appears that you are applying to purchase more than $15,000 worth of New Shares in aggregate (including as a result of any Shares you hold directly, jointly or through a custodian or nominee arrangement);

• (e) your application Form, BPAY[®] payment or cheque or money order is received after 5.00 pm (AEST) on 16 August 2019;

• (f) payment of the application monies is not submitted in Australian currency or, if payment is made by cheque or money order, the cheque or money order is not drawn on an Australian financial institution; or

• (g) TLX reasonably believes that you are not eligible to participate in the SPP (subject to compliance with any applicable ASIC or ASX requirements).

Refund

If you are entitled to a refund of all or any of your application monies the refund will be paid to you, without interest, as soon as is practicable:

3.7

• (a) by direct credit to your nominated bank account (as recorded by TLX’s share registry) or cheque; or

• (b) by returning your Application Form and cheque or money order, if not processed, to your registered address as recorded in TLX’s register of members.

• 3.8 Any amount under $2.00 will not be refunded.

Effect of Making an Application

4.

If you submit a BPAY[®] payment or complete and return an Application Form together with a cheque or money order you:

• (a) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;

• (b) are deemed to have accepted the SPP Offer and you irrevocably and unconditionally acknowledge and agree to the terms and conditions of the SPP and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• (c) acknowledge that your application will be irrevocable and unconditional;

• (d) agree to pay the Offer Price per New Share up to the maximum of:

• (i) the value you have selected on the Application Form; or

• (ii) the maximum value of your BPAY[® ] payment or cheque or money order;

• (e) certify and represent to TLX that you have not directly or indirectly, including

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through a Custodian, applied for more than $15,000 worth of New Shares;

Shares to be issued under the SPP may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;

• (f) certify that the total of the application price for the following does not exceed $15,000:

• (i) the New Shares the subject of your application;

• (l) agree not to send this Booklet or any other material relating to the SPP to any person in the United States or any other country outside Australia and New Zealand;

(ii) any other Shares issued to you under an arrangement similar to the SPP in the 12 months before the date of your application under the SPP;

• (m) agree to be bound by TLX’s constitution;

• (iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and

• (n) authorise TLX (and each of its officers and agents) to correct any error in, or omission from, the Application Form and complete the Application Form by inserting any missing details;

• (iv) any other Shares issued to a Custodian under an arrangement similar to the SPP in the 12 months before the date of your application for New Shares as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in such 5.

• Shares, even though you may have received more 5.1 than one offer or received DRAFT offers in more than one capacity; 5.2

• (o) acknowledge that TLX may at any time irrevocably determine that your application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective; and

• (p) are responsible for any dishonour fees or other costs TLX may incur in presenting a cheque that is dishonoured.

Scale-Back and SPP Offer Size

TLX may in its discretion undertake a scaleback to the extent and in the manner it sees fit.

If there is a scale-back you may receive less than the parcel of New Shares for which you have applied.

• (g) accept the risk associated with any refund that may be sent to your address (as shown on TLX’s register of members) or to your nominated bank account (as recorded by TLX’s share registry);

If a scale-back produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allotted will be rounded up to the nearest whole number of New Shares.

• 5.3

• (h) acknowledge that no interest will be paid on any application monies held pending the allotment of New Shares or subsequently refunded to you for any reason;

  • If there is a scale-back, the difference between the application monies received from you, and the number of New Shares allocated to you multiplied by the Offer Price, will be refunded to you in accordance with clause 3.7.

• 5.4

• (i) acknowledge that neither TLX nor its share registry has provided any investment advice or financial product advice and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP;

• While the Company is seeking to raise a capped amount of $5,000,000 under the SPP, TLX reserves the absolute discretion to raise less than this amount.

• 5.5

6. The New Shares

New Shares issued under the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements.

• 6.1

• (j) acknowledge that TLX (and each of its officers and agents) is not liable for any consequences of the exercise or nonexercise of its discretions referred to in these terms and conditions;

• 6.2 TLX will apply for the New Shares issued under the SPP to be quoted on the ASX.

• (k) acknowledge that the New Shares to be issued under the SPP have not, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction outside Australia or New Zealand and, accordingly, the New

7. No Transaction Costs

Eligible Shareholders who participate in the SPP will not pay any brokerage, commissions or other transaction costs in respect of the issue and allotment of New Shares.

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8. Timetable

• 8.1 Subject to clause 8.2, the timetable for the key events relating to the SPP is as set out in the Key Dates section of this Booklet (“ Timetable ”).

• 8.2 TLX may, at its discretion, vary any of the dates in the Timetable or in these terms and conditions by lodging a revised timetable with the ASX.

courts in New South Wales. Other terms and conditions, rights and obligations of New Shares are contained in the constitution of the Company. The terms and conditions of the SPP prevail to the extent of any inconsistency with the Application Form.

GLOSSARY

9. Dispute Resolution

TLX may settle in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by TLX will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. TLX’s rights may be exercised by its board or any delegate of the board.

10. Variation, Suspension and Termination

• 10.1 TLX may at its discretion and at any time:

• (a) vary, suspend or terminate the SPP. If TLX does this, it will make an announcement to the ASX. Failure to notify Shareholders of variations to or the suspension or termination of the SPP will not invalidate the variation, suspension or termination; or

• (b) to the extent permitted by law, waive compliance with any provision of the SPP or these terms and conditions.

• 10.2 TLX reserves the right to issue no New Shares under the SPP or fewer New Shares under the SPP than applied for under the SPP at its complete discretion, including if TLX believes the issue of those New Shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule.

11. ASIC Class Order 09/425 compliance

• 11.1 The SPP is offered in compliance with ASIC Class Order 09/425. ASIC Class Order 09/425 provides relief from the requirement for TLX to provide prospectus disclosure in relation to the SPP. This booklet is not a prospectus under the Corporations Act.

• 11.2 ASIC Class Order 09/425 also provides relief to allow clients of second or subsequent level custodians to participate in the SPP. Any additional or varied ASIC requirements in the class order will apply to participation on behalf of such clients.

12. Underwriting

• The SPP will not be underwritten.

13. Governing Law

These SPP terms and conditions are governed by the laws in force in New South Wales. Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of New South Wales. By accepting the SPP Offer, you agree to submit to the non-exclusive jurisdiction of the

DRAFT

The following terms apply throughout this Booklet unless the context requires otherwise.

Defined term	Meaning
AEST	Australian Eastern Standard Time.
Application Form	your personalised application form enclosed with this Booklet.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited or the market operated by it, as the context requires.
ASX Listing Rules	the listing rules of ASX.
Beneficiary	a person on whose behalf a Custodian is holding Shares on the Record Date.
Booklet	this booklet, which sets out the terms of the SPP Offer.
CompanyorTLX	Telix Pharmaceuticals Limited ACN 616 620 369.
Corporations Act	the_Corporations Act 2001_ (Cth).
Custodian	a custodian as defined in paragraph 14 of ASIC Class Order 09/425.
Custodian Certificate	a certificate complying with paragraph 9 of ASIC Class Order 09/425.
Eligible Beneficiary	as defined in section 2.1 of the terms and conditions.
Eligible Shareholder	Shareholders who are registered holders of Shares at the Record Date with a registered address in Australia or New Zealand, provided that such Shareholder is not in the United States, or acting for the account or benefit of a person in the United States.

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Defined term	Meaning
New Share	a Share to be issued (at the Offer Price) to successful applications under the SPP Offer.
Offer Price	the price per New Share as determined under clause 1.2 of the terms and conditions.
Placement	the placement of Shares to sophisticated and professional investors announced by the Company on 17 July 2019 which will raise $40 million.
Record Date	7.00pm (AEST) on Tuesday, 16 July 2019.

Defined term	Meaning
Securities Act	the US Securities Act of 1933.
Share	a fully paid ordinary share in TLX.
Shareholder	a registered holder of Shares.
SPP	as defined in clause 1.1 of the terms and conditions.
SPP Offer	as defined in clause 1.3 of the terms and conditions.

DRAFT

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