Full Press Release Details
of Annual General Meeting
Theranostics Limited ACN 647 877 889
| Notice of Annual General Meeting |
| Radiopharm Theranostics Limited ACN 647 877 889 |
is given that the Annual General Meeting of Radiopharm Theranostics Limited ACN 647 877 889 (Company) will be held at:
| Location | Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually via the Automic Investor Portal by following the instructions contained in this Notice of Meeting. |
| Date | 20 November 2025 |
| Time | 11:00am (Melbourne time) Registration from 10:45am (Melbourne time) |
Company will hold the Meeting both in person for those Shareholders who wish to, and are able to attend physically, at Level 3, 62 Lygon
Street, Carlton, Victoria 3053 and virtually through Automic
Portal via investor.automic.com.au for those Shareholders who prefer to attend remotely. Shareholders that have an existing account with
Automic will be able to watch, listen and vote online.
who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance
of the Meeting to avoid any delays on the day of the Meeting.
account can be created via the following link investor.automic.com.au and then clicking on "register" and following
the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number
(HIN)) to create an account with Automic.
access the virtual meeting on the day:
will be able to vote (see the "Voting virtually at the Meeting" section of this Notice of Meeting below) and ask questions
at the virtual meeting.
Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business
as well as general questions in respect to the Company and its business.
virtually at the Meeting
who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal.
further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/
is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time.
Shareholders are unable to attend the Meeting they are encouraged to return the proxy form to the Company in accordance with the instructions
the proxy form will not preclude a Shareholder from attending and voting at the Meeting should they elect to do so.
you have any questions regarding attendance at, or submitting questions for, the Meeting, please contact the Company's share registry,
Automic, by telephone on 1300 288 664 (from within Australia) or +61 2 9698 5414 (outside of Australia).
Shareholders will be provided with the opportunity to submit questions online at the Meeting, it would be desirable if the Company was
able to receive them in advance.
are therefore requested to send any questions they may have for the Company or its Directors at the virtual Annual General Meeting to
the Company Secretary via email Au.cosec@acclime.com with subject RAD AGM 2025'.
note that not all questions may be able to be answered during the Meeting. In this case answers will be made available on the Company's
website after the Meeting.
Statements and Reports
consider and receive the financial report, the Directors' report and the auditor's report for the year ended 30 June 2025.
1 - Remuneration Report
consider and, if in favour, pass the following resolution in accordance with section 250R(2) Corporations Act:
This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management
Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast
as proxy unless exceptions apply.
Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.
the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors of the Company or the Company.
2 - Re-election of Director - Mr Paul Hopper
consider and, if in favour, pass the following resolution as an ordinary resolution:
Further information about the candidate appears in the Explanatory Memorandum.
Directors (with Mr Paul Hopper abstaining) unanimously recommend that you vote in favour of this resolution.
3 - Re-election of Director - Ms Hester Larkin
consider and, if in favour, pass the following resolution as an ordinary resolution:
Further information about the candidate appears in the Explanatory Memorandum.
Directors (with Ms Hester Larkin abstaining) unanimously recommend that you vote in favour of this resolution.
4 - Ratification of prior issue of Placement Shares to Lantheus
consider and, if in favour, to pass the following resolution as an ordinary resolution:
Directors unanimously recommend you vote in favour of this resolution.
5 - Approval to issue Equity Securities under Omnibus Incentive Plan
consider and, if in favour, pass the following resolution as a special resolution:
Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution.
6 - Approval to issue Incentive Options to Director - Mr Paul Hopper
consider and, if in favour, to pass the following as an ordinary resolution:
if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out
in the Explanatory Memorandum.
Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution.
7 - Approval to issue Incentive Options to Director - Mr Riccardo Canevari
consider and, if in favour, to pass the following as an ordinary resolution:
if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out
in the Explanatory Memorandum.
Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution.
8 - Approval to issue Incentive Options to Director - Mr Ian Turner
consider and, if in favour, to pass the following as an ordinary resolution:
if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out
in the Explanatory Memorandum.
Directors abstain, in the interests of corporate governance from making a recommendation in relation to this resolution.
9 - Approval of 10% capacity under Listing Rule 7.1A
consider and, if in favour, to pass the following as a special resolution:
Directors unanimously recommend that you vote in favour of this resolution.
10 - Contingent resolution to spill the board
10 is only required if 25% or more of votes validly cast are against Resolution 1, Directors' Remuneration Report.
resolution asks shareholders if they wish to convene an extraordinary general meeting within 90 days of the Annual General Meeting, at
which all directors (excluding the Managing Director) will be required to vacate office and may stand for re-election.
you do not want a Spill Meeting to take place, you should vote against' Resolution 10.
consider and, if thought fit, pass the following resolution as an ordinary resolution:
Directors recommend that shareholders vote AGAINST Resolution 10.
By order of the Board
1 and 10 - The Company will disregard votes cast by a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations
Act. Restrictions also apply to votes cast as proxy unless exceptions apply.
the purposes of section 224 Corporations Act, the Company will not disregard a vote if:
accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of:
| Resolution 4 - Ratification of prior issue of Placement Shares to Lantheus | Lantheus or any person who participated in the issue or is a counterparty to the agreement being approved or any associate of those persons. |
| Resolution 5 - Approval to issue Equity Securities under Omnibus Incentive Plan | any person who is eligible to participate in the Omnibus Incentive Plan and each of their associates. |
| Resolution 6 - Approval to issue Incentive Options to Director - Mr Paul Hopper | a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive Plan, and these persons' associates. |
| Resolution 7 - Approval to issue Incentive Options to Director - Mr Riccardo Canevari | a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive Plan, and these persons' associates. |
| Resolution 8 - Approval to issue Incentive Options to Director - Mr Ian Turner | a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive Plan, and these persons' associates. |
| Resolution 9 - Approval of 10% capacity under Listing Rule 7.1A | a person, or any associate of that person, who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares). NB. In accordance with Listing Rule 14.11 and the relevant note under that rule concerning 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 security holders are currently excluded. |
this does not apply to a vote cast in favour of a resolution by:
| Explanatory Memorandum |
| Radiopharm Theranostics Limited ACN 647 877 889 ( Company ) |
Explanatory Memorandum accompanies the notice of Annual General Meeting of the Company to be held at Suite 1, Level 3, 62 Lygon Street,
Carlton, Victoria 3053 and virtually (online) via an online meeting platform powered by Automic on 20 November 2025 at 11:00am (Melbourne
Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of
Meeting and is intended to be read in conjunction with the Notice of Meeting.
Statements and Reports
Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before
the day on which the Annual General Meeting is held.
via email to: Au.cosec@acclime.com
1: Remuneration Report
2: Re-election of Mr Paul Hopper