Radiopharm Theranostics Limited Corporate Governance Statement 30 June 2025 This Corporate Governance Statement of Radiopharm Theranostics Limited (the "Company") is prepared in accordance with ASX Listing Rule 4.10.3. I

Corporate Governance Statement of Radiopharm Theranostics Limited (the "Company") is prepared in accordance with ASX Listing

Rule 4.10.3. It is for the financial year ended 30 June 2025 and is accurate and up to date as at 17 September 2025 and has been approved

1: Lay solid foundations for management and oversight

2: Structure the Board to add value

3: Act ethically and responsibly

4: Safeguard integrity in corporate reporting

5: Make timely and balanced disclosure

6: Respect the rights of shareholders

7: Recognise and manage risk

8: Remunerate fairly and responsibly

Board and Management of the Company are committed to maintaining high standards of ethics, integrity and statutory compliance in all

Company dealings, and all dealings of its controlled entities, collectively referred to as the "Group".

Corporate Governance Statement describes the Company's Corporate Governance Framework in accordance with the ASX Corporate Governance

Council's Corporate Governance Principles and Recommendations (4th Edition) published on 27 February 2019 ("the ASX Principles

and Recommendations"), by reference to each of the stated principles. The Corporate Governance Statement identifies where certain

recommendations were not followed for the entire reporting period.

Corporate Governance Statement complements, and should be read in conjunction with, information contained in the Company's Annual

Report and governance documents, which are available on the Company's website at www.radiopharmtheranostics.com/investors.

1: Lay solid foundations for management and oversight

Board is responsible for the overall governance, management, and strategic direction of the Company. The responsibilities of the Board

are described in the Board Charter, which is available at www.radiopharmtheranostics.com/investors. Management is responsible for the

day-to-day operation of the Company, which it undertakes within a framework of specific delegated authority and approval limits.

Board undertakes appropriate checks before appointing a person as a Director, or putting forward to shareholders a candidate for election

as a Director. The Company provides shareholders with all material information in its possession relevant to a decision on whether or

not to elect or re-elect a director. The Company has a written agreement with each Director and senior executive setting out the terms

of their appointment.

Directors have access to the Company Secretary, who is appointed and dismissed by the Board. The Company Secretary is accountable to

the Board, through the Chair, on all governance matters and the proper functioning of the Board.

Board considers the ongoing development and improvement of its own performance, the performance of Board committees and individual directors

and as critical to effective governance.

Board utilises an online, confidential Board performance review questionnaire as part of its Board performance review. The performance

of the Board, Board committees and individual directors is reviewed at least every year by the Board as a whole, and assists with the

review of the current and anticipated future composition and skills mix of the directors of the Company. A performance review as described

above occurred during the reporting period.

performance of each executive is formally assessed each year and reviewed by the Remuneration and Nomination Committee and the Board.

Details are contained in the Remuneration Report, which is included in the Annual Report available at www.radiopharmtheranostics.com/investors.

Company's Diversity Policy is available on the Company's website at www.radiopharmtheranostics.com/investors. The Policy

is reviewed by the Board annually to ensure it remains appropriate and is operating effectively.

Company values diversity amongst its personnel and the valuable contribution that diversity can make to the Company.

Company is an equal opportunity employer and aims to recruit staff at all levels from as diverse a pool of qualified candidates as reasonably

possible based on their skills, qualifications, and experience. Executive and Board positions are filled by the best candidates available

without bias or discrimination.

Board believes that multicultural diversity and other diversity factors are equally important as gender diversity within the organisation.

diversity of the Company's workforce at 30 June 2025 appears in the table below.

Company is below the threshold of 100 employees for reporting under the Workplace Gender Equality Act 2012.

2: Structure the Board to add value

noted in response to Principle 1: Lay solid foundations for management and oversight' above, the Board operates in accordance

with its charter which is available at www.radiopharmtheranostics.com/investors.

is Board policy that a majority of Non-Executive Directors, including the Chairman, should be independent and free of any relationship

that may conflict with the interests of the Company.

Director is required to provide advance notice of any actual or potential conflict of interest relating to business planned to be considered

experience, expertise of each director

noted in response to Principle 1 above, the Board annually reviews its own composition, skills, and capability. The Company encourages

and supports directors to maintain and expand their own professional development consistent with the needs of the Company. The Company

has a programme for inducting new directors.

of each current Director's skills, experience and expertise is set out in the directors' report along with the term of office held

by each of the directors and whether the Company considers the director to be independent.

Board skills and experience matrix reflect the skills and experience of the Directors in office at 30 June 2025.

Board has established Board Committees to provide for more detailed analysis of key issues and interaction with Management. Each Committee

reports its recommendations to the next Board meeting. The current Committees are:

charter for each Committee is available at www.radiopharmtheranostics.com/investors.

Audit and Risk Committee comprises at least three members, of whom majority are independent Non-Executive Directors, and it is chaired

by an independent Director who is not the Chair of the Board.

role of the Audit and Risk Committee is to assist and advise the Board on matters relating to:

CEO attends Audit & Risk Committee meetings by invitation.

& Nomination Committee

Remuneration and Nomination Committee comprises at least three members, of whom majority are independent Non-Executive Directors, and

it is chaired by an independent Director who is not the Chair of the Board.

primary role of the Remuneration and Nomination Committee is to assist and advise the Board on matters relating to:

CEO attends Remuneration & Nomination Committee meetings by invitation.

at meetings and engagement with the business

of the number of scheduled meetings of the Board and each standing Committee during the year, and each Director's attendance at

those meetings, are set out in the Directors' Report contained in the Annual Report, available at www.radiopharmtheranostics.com/investors.

Every Director has a standing invitation to attend any Committee meeting and to receive Committee papers.

professional advice and access to Company information

specified in the Board Charter and individual letters of appointment, Directors have the right of access to all Company information and

to the Company's Management. Subject to prior consultation with the Chairman, Directors may seek independent advice, at the Company's

expense, on any issue of particular concern from a suitably qualified adviser.

are in place to record and publicly report each Director's shareholdings in the Company, as disclosed annually in the Directors'

Report, available at www.radiopharmtheranostics.com/investors. Changes in Directors' shareholdings during the year are reported

to the ASX in accordance with the Listing Rules.

3: Act ethically and responsibly

Board and Management are committed to maintaining an organisational culture where the Company acts lawfully, ethically, and responsibly.

and employees of the Company are required to act lawfully, ethically and responsibly in accordance with the highest standards of honesty

and integrity in such a way as to safeguard and protect the performance and reputation of the Company.

Company's values are published at www.radiopharmtheranostics.com/about-us.

Company has a code of conduct for directors, senior executives and employees, which is available at www.radiopharmtheranostics.com/investors.

The relevant de-identified details of any material breaches reported under the Code are reported to the Board.

Company has a whistleblower policy which is available at www.radiopharmtheranostics.com/investors. The relevant de-identified details

of any material incidents reported under that policy are reported to the Board.

Company has an anti-bribery and anti-corruption policy which is available at www.radiopharmtheranostics.com/investors. The relevant details

of any material breaches reported under that policy are reported to the Board.

4: Safeguard integrity in corporate reporting

Company has an Audit and Risk Committee which functions include responsibility on behalf of the Board for reviewing the integrity of

financial reporting. The composition and role of the Audit and Risk Committee are set out under Principle 2: Structure the Board

Board is responsible for the appointment of the external auditor, as recommended by the audit committee. The Audit and Risk Committee

reviews the performance of the external auditor on an annual basis and makes any recommendations arising from the review to the Board.