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Telix Pharmaceuticals Ltd Share Issue/Capital Change 2022

Jan 30, 2022

31324_rns_2022-01-30_47cf1493-d6fa-4c8c-9b6d-490182b30b1e.pdf

Share Issue/Capital Change

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Telix Pharmaceuticals Limited ACN 616 620 369 Suite 401, 55 Flemington Road North Melbourne Victoria, 3051 Australia

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ASX RELEASE

31 January 2022

Despatch of Share Purchase Plan Booklet to Eligible Shareholders

Telix Pharmaceuticals Limited (ASX Code: TLX)

Further to the announcement of 24 January 2022, 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 405 577.

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Melanie Farris Group Company Secretary

About Telix Pharmaceuticals Limited

Telix is a biopharmaceutical company focused on the development of diagnostic and therapeutic products using Molecularly Targeted Radiation (MTR). Telix is headquartered in Melbourne, Australia with international operations in Belgium, Japan, Switzerland, and the United States. Telix is developing a portfolio of clinical-stage products that address significant unmet medical need in oncology and rare diseases. Telix is listed on the Australian Securities Exchange (ASX: TLX). For more information visit www.telixpharma.com and follow Telix on Twitter (@TelixPharma) and LinkedIn.

Telix’s lead product, gallium-68 ([68] Ga) gozetotide (also known as[68] Ga PSMA-11) injection for prostate cancer imaging, has been approved by the U.S. Food and Drug Administration (FDA),[1] and by the Australian Therapeutic Goods Administration (TGA).[2] Telix is also progressing marketing authorisation applications for this investigational candidate in Europe[3] and Canada.[4]

Telix Investor Relations

Ms. Kyahn Williamson Telix Pharmaceuticals Limited SVP Corporate Communications and Investor Relations Email: [email protected]

1 ASX disclosure 20 December 2021.

2 ASX disclosure 2 November 2021.

3 ASX disclosure 10 December 2021.

4 ASX disclosure 16 December 2020.

Page 1

Important Information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, unless the securities have been registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available. This announcement has been authorised for release by Dr. Christian Behrenbruch, Managing Director and Chief Executive Officer. The Telix Pharmaceuticals name and logo are trademarks of Telix Pharmaceuticals Limited and its affiliates (all rights reserved).

With the exception of Telix’s[68] Ga PSMA-11 imaging agent in the United States and Australia, none of Telix’s products have received a marketing authorisation in any jurisdiction. Page 2

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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 31 January 2022

This document is dated 31 January 2022.

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

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 Limited, the Company’s share registry, from 8.30am to 5.30pm (AEDT), Monday to Friday, on 1300 405 577 (toll free within Australia) or +61 1300 405 577 (outside Australia).

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.

DRAFT

The offer of New Shares under the SPP is under and in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, 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.

New Zealand

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 Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

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.

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 or to any person acting for the account or benefit of a person 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 $30,000 worth of New Shares without paying brokerage or other transaction costs. Eligible Shareholders will be able to subscribe for New Shares at the Offer Website beginning Monday, 31 January 2022.

The New Shares will be issued under the SPP at $7.70 per New Share (“ Offer Price ”), which is the same price at which Shares were issued under the Company’s recent successful $175.0 million institutional placement announced on Monday, 24 January 2022 (“ Placement ”).

The terms and conditions of the SPP are provided in this Booklet, which will be available to all Eligible Shareholders at the Offer Website. You should read this Booklet in its entirety before deciding whether to participate in the SPP.

In the last 12 months, Telix has begun its transition to a mature-stage commercial pharmaceutical company. Recently, Telix has made significant progress on a number of fronts, including:

  • Illuccix regulatory approvals in US and Australia

  • Commencement of patient recruitment for the ProstACT group of studies

  • Finalisation of distributors for major EU markets (subject to regulatory approval)

  • Granting of FDA Investigational New Drug approval for STARLITE 1 & 2 studies

The Company is seeking to raise a maximum of $25.0 million under the SPP, however the Company reserves the right to raise less than this amount. The SPP will not be underwritten. Proceeds from the Placement and the SPP will be applied to the Company’s commercial and clinical programs, including:

  • ProstACT prostate cancer therapy studies (TLX591) including the ProstACT GLOBAL Phase III study

DRAFT

  • Completion of STARLITE 1 & 2 – Phase II studies in renal cancer therapy (TLX250)

  • Advancement of key therapeutic assets to the point they are ready to undertake a pivotal trial o TLX101: Brain cancer (glioblastoma)

  • TLX66: Phase II study in bone marrow transplantation

  • TLX250: In an additional rare indication (not yet disclosed)

  • Expansion of diagnostic portfolio including TLX101-CDx for brain and including TLX599-CDx (PSMA-SPECT)

  • Future pipeline development including targeted alpha therapy

  • Working capital

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 AO Chairman

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KEY DATES

Event Date
SPP Record Date Friday, 21 January 2022 (7.00pm AEDT)
Allotment of Shares issued under the Placement Friday, 28 January 2022
SPP Booklet made available to Eligible Shareholders Monday, 31 January 2022
SPP Offer opens Monday, 31 January 2022
SPP Offer closes Friday, 11 February 2022 (5.00pm AEDT)
Announcement of results of SPP Wednesday, 16 February 2022
Allotment of New Shares under the SPP Monday, 21 February 2022
Trading of New Shares under the SPP Tuesday, 22 February 2022
Despatch of Holding Statements for New Shares under SPP Wednesday, 23 February 2022

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 $30,000 worth of New Shares without paying any brokerage or other charges.

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

How much will the Company raise under the SPP?

TLX is seeking to raise a capped amount of $25.0 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. Any determination will be final.

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 $7.70 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. 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 Rule 7.1 (if applicable)).

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 $30,000 or 3,897 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.

Application
Amount
Number of
New Shares
$1,000 130
$2,500 325
$5,000 650
$10,000 1,299
$15,000 1,949
$20,000 2,598
$25,000 3,247
$30,000 3,897

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. DRAFT

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.

How do I apply for New Shares?

Payment by BPAY[®]

If you wish to participate in the SPP, you must make a payment by BPAY[®] if you have an Australian bank account enabled for this purpose. BPAY[®] customers must use the unique customer reference number shown on the instructions to the Application Form which is used to identify their holding. Eligible Shareholders can access their personalised Application Form at the Offer Website: https://events.miraqle.com/tlx-spp.

If you apply via BPAY[®] there is no need to submit or return the 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 (AEDT) on Friday, 11 February 2022.

Payment where BPAY[®] is not available

If you are an Eligible Shareholder who does not have an Australian bank account enabled to make BPAY[®] payments, please contact the Company’s share registry, Link Market Services Limited, on +61 1300 405 577, to confirm an appropriate payment method.

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Eligible Shareholders who are not paying by BPAY[®] must ensure that their Application Form and payment are received by no later than 5.00pm (AEDT) on Friday, 11 February 2022.

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 1300 405 577 (toll free within Australia) or +61 1300 405 577 (outside 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.

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. Custodians will need to email [email protected] to request a custodian schedule. 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 $30,000 limit.

Where can I find information on the key risks?

There are a number of general and specific risks which may affect the future operating and financial performance and financial position of TLX along with the trading price of the Shares and distributions (if any) paid on them in the

DRAFT

future. These risks are identified on pages 55 and 56 of the Investor Presentation that was released on ASX on Monday, 24 January 2022 and is available on TLX’s website (www.telixpharma.com). Eligible Shareholders are encouraged to read these risks carefully before deciding to apply for New Shares under the SPP.

These risks are associated with an investment in Shares but are not an exhaustive list. As a Shareholder, you will continue to be exposed to risks. There may also be additional risks and uncertainties not currently known which may have an adverse effect on TLX’s business and the value of the Shares. Where possible, TLX will seek to minimise its exposure to, and mitigate the effects of, these risks. However, certain risks relate to matters that are outside the control of TLX, and there can be no assurance that any steps that TLX takes will successfully protect it from any particular risk.

The risks identified in the Investor Presentation (and the disclosures in this document more generally) do not take into account the investment objectives, financial situation, tax position or other circumstances of any particular Shareholder. Shareholders should have regard to their own investment objectives and financial circumstances and seek professional advice from their legal, financial or other independent adviser before determining whether or not to participate in the SPP.

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 $30,000 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 $7.70 per New Share. The Offer Price represents an 8.8% discount to the 5-day volume weighted average price (“ VWAP ”) of shares on ASX as at close of trading on Wednesday, 19 January 2022 (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 payment or submits 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.

5

1.6
1.7
2.
2.1
2.2
2.3
2.4
2.5
DRAFT
Directors and employees of TLX who are
Eligible Shareholders may participate in the
SPP.
All references to $ or dollars in this booklet are
references to Australian dollars unless indicated
otherwise.
Eligible Shareholders
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 AEDT on Friday,
21 January 2022) whose address, as recorded
in TLX’s register of members, is in Australia or
New Zealand.
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.
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
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.
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.
Where a Custodian (as defined in ASIC
Corporations (Share and Interest Purchase
Plans) Instrument 2019/547) 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 Corporations (Share and Interest
Purchase Plans) Instrument 2019/547), by
emailing it to
[email protected].
Applications by Custodians that are not
2.6
2.7
3
3.1
3.2
3.3

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 8.30am to 5.30pm (AEDT) Monday to Friday on 1300 405 577 (toll free within Australia) or send an email to [email protected].

A Shareholder or Custodian will be ineligible to participate in the SPP if their participation would be in breach of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

Application to Participate

Applying for New Shares

Participation in the SPP is optional.

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 $30,000 per Eligible Shareholder:

  • 3.2

  • (a) $1,000 (130 New Shares); (b) $2,500 (325 New Shares);

  • (c) $5,000 (650 New Shares);

  • (d) $10,000 (1,299 New Shares);

  • (e) $15,000 (1,949 New Shares); (f) $20,000 (2,598 New Shares); (g) $25,000 (3,247 New Shares); or (h) $30,000 (3,897 New Shares).

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 (AEDT) on Friday, 11 February 2022. 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) if you are not able to make payment by BPAY[®] , complete and submit your personalised Application Form in accordance with the instructions on it and make payment for the New Shares as directed by the Company’s share

6

registry, Link Market Services Limited, ensuring that funds are received by TLX’s share registry no later than 5.00 pm (AEDT) on Friday, 11 February 2022.

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 $30,000 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 for electronic payments and you should take this into consideration when making payment of application monies via BPAY[® ] or (if applicable) EFT. Your financial institution may have a set limit on the amount that you can pay via BPAY[®] or EFT. It is your responsibility to ensure that the amount you wish to pay via BPAY[®] or EFT is received by TLX’s share registry by 5.00 pm (AEDT) on Friday, 11 February 2022.

If you make a payment via BPAY[®] you

represent and warrant that the total of the application price for the following does not exceed $30,000:

  • (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) if 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) the amount of your BPAY[®] or other payment method is not equal to $1,000, $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. If this occurs, TLX may either:

    • (i) refund in full your application monies and not

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3.7

3.8

4.

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;

  • (c) it appears that you are applying to purchase more than $30,000 worth of New Shares in aggregate (including as a result of any Shares you hold directly, jointly or through a custodian or nominee arrangement);

  • (d) your Application Form, BPAY[®] payment or other payment method is received after 5.00 pm (AEDT) on Friday, 11 February 2022;

  • (e) payment of the application monies is not submitted in Australian currency; or

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

Any amount under $2.00 will not be refunded.

Effect of Making an Application

If you submit a BPAY[®] payment (or complete and return an Application Form and make payment by any other method), 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 other payment method;

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  • (e) certify and represent to TLX that you have not directly or indirectly, including through a Custodian, applied for more than $30,000 worth of New Shares;

  • (f) certify that the total of the application price for the following does not exceed $30,000:

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

  • (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;

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

  • (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 5. instruction given by you to the 5.1

  • custodian or another custodian and which resulted in you holding beneficial interests in such Shares, even though you 5.2 may have received more than one offer or received offers in more than one capacity;

    • DRAFT 5.3
  • (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); 5.4

  • (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;

  • 5.5

  • (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;

6.

  • 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 7.

  • (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 Shares to be issued under the SPP may not be offered, sold or otherwise transferred except in accordance with an

8.

  • 8.1

available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;

  • (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;

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

  • (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; and

  • (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.

Scale-Back and SPP Offer Size

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

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

  • 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.

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.

While the Company is seeking to raise a capped amount of $25,000,000 under the SPP, TLX reserves the absolute discretion to raise less than this amount.

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.

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

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.

Timetable

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 ”).

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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.

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.

ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 compliance

11.

  • 11.1 The SPP is offered in compliance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 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 Corporations (Share and Interest Purchase Plans) Instrument 2019/547 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 ASIC instrument will apply to participation on behalf of such clients.

12.

Privacy

  • 12.1 Chapter 2C of the Corporations Act requires information about Shareholders (including their name, address and details of the Shares they hold) to be included in the public register of the entity in which they hold Shares. This information must continue to be included in the public register even if they cease to be a Shareholder.

  • 12.2 TLX and its share registry may collect personal information to process the Application and

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implement the SPP, and to administer holdings of Shares.

  • 12.3 The personal information contained in TLX’s Shares register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to Shareholders) and to ensure compliance with legal and regulatory requirements, including taxation laws and the Corporations Act.

  • 12.4 The personal information TLX collects in relation to Shareholders may include the name, address, other contact details, bank account details and details of their holdings of Shares.

  • 12.5 Shareholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Such individuals should contact the share registry on 1300 405 577 (from within Australia) between 8.30am and 5.30pm, Monday to Friday while the offer remains open.

  • 12.6 Personal information regarding Shareholders may be disclosed to joint investors, the share registry, securities brokers, third party service providers (including print and mail service providers, technology providers, and professional advisors), related entities of TLX and each of their agents and contractors, and ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom TLX will disclose personal information may be located overseas.

  • 12.7 The main consequence of not providing the personal information outlined in this clause 12 would be that TLX may be hindered in, or prevented from, processing Applications, and from conducting and implementing the SPP.

  • 12.8 The share registry’s privacy policy is available on their website: https://www.linkgroup.com/docs/Link_Group_Pri vacy_Policy.pdf

  • 13. Underwriting

The SPP will not be underwritten.

Governing Law

14.

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 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

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prevail to the extent of any inconsistency with the Application Form.

GLOSSARY

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

Defined term Meaning
AEDT Australian Eastern Daylight Time.
Application
Form
your personalised application form
accessible together 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.
Companyor
TLX
Telix Pharmaceuticals Limited
ACN 616 620 369.
Corporations
Act
the_Corporations Act 2001 (Cth)._
Custodian a custodian as defined in
paragraph 4 of ASIC Corporations
(Share and Interest Purchase
Plans) Instrument 2019/547.
Custodian
Certificate
a certificate complying with
paragraph 8(3) of ASIC
Corporations (Share and Interest
Purchase Plans)Instrument

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Defined term Meaning
2019/547.
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.
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, being $7.70
per New Share.
Offer Website https://events.miraqle.com/tlx-spp
Placement the placement of Shares to
sophisticated and professional
investors announced by the
Company on Monday, 24 January
2022 which raised $175.0 million.
Record Date 7.00pm (AEDT) on Friday, 21
January 2022.
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.

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