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Telix Notice of General Meeting, Proxy Form and Online Guide

Key Takeaway: Telix Pharmaceuticals announced a General Meeting on December 1, 2026, to seek shareholder approval for its acquisition of ITM Isotope Technologies for $1.65 billion. The deal aims to strengthen Telix's position in the radiopharmaceutical market and is supported by over 93% of ITM shareholders. The acquisition includes potential milestone payments of up to $700 million.

Market Sentiment Analysis

POSITIVE FACTORS

  • Telix's acquisition of ITM is unanimously approved by the Board.
  • The transaction is expected to enhance Telix's market position.
  • ITM-11 has completed a successful Phase 3 trial.

BiopharmaWatch Analysis

From our catalyst data and publicly available data · not financial advice
Best trade, last catalyst
+27%
120-day peak, hindsight
Typical move
6%
average across 12 past catalysts
Lead asset
131I-IPA
Phase 1 · Neoplastic Disease

Full Press Release Details

Telix Pharmaceuticals Limited ACN 616 620 369 55 Flemington Road North Melbourne Victoria, 3051 Australia
ASX ANNOUNCEMENT
Page 1
Telix Notice of General Meeting
Melbourne (Australia) – October 30, 2026. Telix Pharmaceuticals Limited (ASX: TLX, NASDAQ: TLX, “Telix”) today announces a General Meeting of shareholders to be held at The Events Centre, Level 5, Tower 2/727 Collins Street, Melbourne, VIC 3008 and online via meetings.openbriefing.com/TLXMeeting2026 on T uesday, December 1, 2026 at 10:00 a.m. (Melbourne time).
The shareholder pack, comprising the Notice of Meeting, Proxy Form and Online Guide, is attached.
Authorized for lodgement by:
Marcin Firek Company Secretary
About Telix Pharmaceuticals Limited Telix Pharmaceuticals (ASX: TLX, NASDAQ: TLX) is a commercial -stage global radiopharmaceutical company, advancing targeted theranostics to improve outcomes for people with cancer across the patient journey. Theranostics pairs a precision diagnostic with a targeted therapy to both diagnose and treat disease.
Telix is headquartered in Melbourne, Australia, with operations across North America, Europe, Latin America and Asia -Pacific. For more information, visit www.telixpharma.com or follow Telix on LinkedIn, X and Facebook.
Investor Relations Annie Kasparian annie.kasparian@telixpharma.com
This announcement has been authorized for release by the Telix Pharmaceuticals Limited Company Secretary.
©2026 Telix Pharmaceuticals Limited. All rights reserved.
Telix Pharmaceuticals Notice of General Meeting Invitation from the Chair Dear Shareholder On behalf of the Board of Directors, I am pleased to invite you to attend a General Meeting (Meeting) of Telix Pharmaceuticals Limited (Telix), relating to the proposed transaction of Telix and ITM Isotope Technologies Munich SE (ITM), a global leader in radioisotope production and radiopharmaceutical development.
As announced on September 21, 2026, Telix has entered into a strategic agreement (the Transaction) to acquire 100% of the shares in ITM for total upfront consideration valued at US$1.65 billion on a cash-free/debt-free basis (as further described in the Explanatory Notes below) and additional contingent consideration of up to US$700 million upon achievement of future regulatory approvals and commercial sales milestones for ITM-11, ITM’s lead therapy candidate for the treatment of neuroendocrine tumors. The Transaction has been unanimously approved by Telix’s Board of Directors and, as of the date of this letter, has been agreed to by shareholders holding over 93% of ITM’s shares1. The Meeting is being held to seek Shareholder approval for certain matters related to the Transaction and will be convened at 10:00 a.m. (Melbourne time) on Tuesday, December 1, 2026 at The Events Centre, Level 5, Tower 2/727 Collins Street, Melbourne, Victoria 3008 (Venue) and via Telix’s share registry’s Virtual Meeting Online Platform at meetings.openbriefing.com/ TLXMeeting2026.
The Board believes this Transaction is a defining step in Telix's evolution. It brings together two established leaders in radiopharmaceuticals with deep scientific expertise, a pipeline of novel candidates and the scale and infrastructure to compete and lead over the long term. The Transaction builds on many years of partnership between Telix and ITM, giving us a strong understanding of ITM's capabilities, operations and culture, and providing a solid foundation for integration and future value creation. The terms of the proposed Transaction are set out in the Explanatory Notes attached to this Notice of Meeting and further detailed in the investor presentation included as Appendix A (Investor Presentation).2 This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes and Investor Presentation. A Glossary of defined terms used in this Notice of Meeting is included after the Explanatory Notes.
Strategic rationale Against a backdrop of rapid industry growth and consolidation, the Board believes that the next generation of radiopharmaceutical leaders will require integrated capabilities across discovery and development of both diagnostic and therapeutic agents, isotope production, manufacturing, supply chain and commercialization. This Transaction is designed to position Telix at the forefront of this industry evolution by bringing together three highly complementary growth engines:
• A leading commercial precision medicine business with global reach and proven scale; • One of the industry's most extensive late-stage therapeutic radiopharmaceutical pipelines; and • A world-class radioisotope manufacturing and supply platform.
The Transaction will further strengthen Telix’s leadership as a vertically integrated radiopharmaceutical company with the capabilities required to develop and deliver innovative treatments to patients globally. The addition of ITM’s commercially validated isotope production and distribution business adds a diversified revenue stream underpinned by strong historic growth and positive outlook, while securing supply chain control and infrastructure to support future therapeutic launches using a variety of isotopes.
ITM’s late-stage compound, ITM-11 (177Lu-edotreotide), is complementary to Telix and has the potential to accelerate Telix’s entry into the commercial therapeutic market for neuroendocrine tumors, a commercially validated and clinically significant market for targeted radionuclide therapy. ITM-11, which is a differentiated somatostatin receptor (SSTR)- targeted treatment of gastroenteropancreatic neuroendocrine tumors (GEP-NETs), has completed a successful Phase 3 trial (COMPETE, NCT03049189) and fully enrolled a second indication expansion Phase 3 study (COMPOSE, NCT04919226).
The combined organization is expected to generate unaudited pro forma revenue and other income exceeding US$1.3 billion in 2026, based on management estimates. ITM's profitable, cash-generative isotope manufacturing business is expected to contribute continued growth. Along with cost savings already underway and targeted post-closing synergies, ITM is expected to contribute positively to Group EBITDA3 from 2027 onwards.
The Board has considered the integration, execution, regulatory, commercial and operational risks described in the Investor Presentation, which investors should read in its entirety before voting. This includes the realization of anticipated NOTICE OF GENERAL MEETING 2 1 Represents ITM shareholders that have signed the Share Purchase Agreement directly or via joinder agreement. No additional ITM shareholder approval is required for Closing.
2 The Investor Presentation was lodged with the ASX on September 21, 2026. The summary financial information previously contained in pages 27-29 of the Investor Presentation has been replaced and updated (in pages 27-28) of the attached Investor Presentation to reflect certain updated ITM financial information and Transaction adjustments. No other updates have been made to the Investor Presentation.
Shareholders are advised that the summary financial information is unaudited and subject to change.
3 Earnings before interest, tax, depreciation and amortization. synergies, regulatory outcomes for ITM-11 and the integration of two growing organizations. The deal structure includes protections to mitigate against certain transaction risks, which include closing conditions, financial adjustment and indemnity holdbacks, representation and warranty insurance, staggered escrow (lockup) of consideration shares of up to 15 months and retention agreements with key ITM employees.
In summary, the Board believes the Transaction can create value through manufacturing growth, stronger supply chain control, operational efficiencies, targeted synergies, disciplined portfolio prioritization and the future commercialization potential of ITM-11.
Accordingly, the items of business are set out below.
Items of business The Notice of Meeting details the formal business to be dealt with at the Meeting, a necessary step to complete the Transaction. This will be to:
1. Approve the issue of Maximum Upfront Consideration Shares 2. Approve the issue of Regulatory Milestone Consideration Shares 3. Approve the issue of Future Sales Milestone Consideration Shares 4. Elect new Directors a. Elect Dr. Andrew Cavey, with effect from Closing b. Elect Dr. Barbara Weber, with effect from Closing 5. Approve the grant of share rights to the New Non-Executive Directors under the Equity Incentive Plan A Glossary of defined terms used in this Notice of Meeting is included after the Explanatory Notes.
How to participate We invite shareholders to join the Board in supporting this defining step in Telix’s evolution. Details of how to participate in the Meeting are available on page 29 of this Notice of Meeting, a summary of which is provided below.
Physical attendance Shareholders attending the Meeting can register from 9:15 a.m. (Melbourne time) on Tuesday, December 1, 2026 at the Venue. Shareholders are reminded to please bring your proxy form to assist with your registration at the Meeting.
Shareholders will have an opportunity to meet with Directors and senior executives at the conclusion of the Meeting. Light refreshments will be provided.
Online attendance Shareholders attending the Meeting online via Telix’s share registry’s Virtual Meeting Online Platform at meetings.openbriefing.com/TLXMeeting2026 will be able to hear and view the Meeting on their own devices, vote on the Resolutions and ask questions, and will be treated as if they were present at the physical location of the Meeting.
Voting and questions Shareholders are encouraged to lodge their votes online ahead of the Meeting by logging in to their portfolio or shareholding at the share registry's Investor Centre website at au.investorcentre.mpms.mufg.com. If you are lodging your votes via Single Holding Login you will need your holder identifier (SRN or HIN) and postcode. Alternatively, you may lodge your completed proxy form by post or fax to the number on the form.
If you wish to submit a question in advance of the Meeting, you can lodge your questions online at au.investorcentre.mpms.mufg.com. Upon login, click on 'Voting' and select the ‘Ask Question’ option under ‘Action’.
Questions for the Company should be received by no later than 10:00 a.m. (Melbourne time) on Sunday, November 29, 2026. We will endeavor to respond to as many of the more frequently asked questions as possible at the Meeting. You may also ask questions at the Meeting.
NOTICE OF GENERAL MEETING 3 Directors’ recommendation and voting statement The Directors unanimously recommend that Shareholders vote in favor of all Items of Business to be considered at the Meeting, and each of the Directors confirms that they will vote, or cause to be voted, any Shares that they own or otherwise control at the date of the Meeting in favor of Items 1 to 4. As the Directors are eligible to participate in the EIP, they are excluded from voting in favor of Item 5 notwithstanding that Item 5 relates only to the proposed issue of Share Rights to the New Non-Executive Directors. This Transaction represents a compelling strategic opportunity, creating a company with unmatched breadth and depth across the radiopharmaceutical value chain, supported by deep expertise and talent.
We look forward to your attendance at the General Meeting.
Yours faithfully, David N. Gill Chair of the Board NOTICE OF GENERAL MEETING 4 Notice of General Meeting Telix Pharmaceuticals Limited ACN 616 620 369 Notice is given that the General Meeting of the Shareholders of Telix Pharmaceuticals Limited ACN 616 620 369 will be convened as a hybrid meeting as follows:
Time: 10:00 a.m. (Melbourne time) Date: Tuesday, December 1, 2026 Physical location: The Events Centre, Level 5, Tower 2/727 Collins Street, Melbourne, Victoria 3008 Attend online: meetings.openbriefing.com/TLXMeeting2026 Under Rule 7.5 of Telix’s Constitution, Shareholders attending the Meeting online will be able to hear and view the Meeting on their own devices, vote on the Resolutions, ask questions and will otherwise be treated as if they were present at the Meeting. Details of how to attend the Meeting online can be found in the Virtual Meeting Online Guide lodged with ASX.
The business to be considered at the Meeting is set out below. This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes and Investor Presentation. If you are in any doubt as to how you should vote on the Resolutions, you should consult your financial, legal or other professional advisor.
BACKGROUND As announced by Telix on September 21, 2026, Telix has signed a strategic agreement to acquire 100% of the shares in ITM, a global leader in radioisotope production and radiopharmaceutical development.
The Transaction will further strengthen Telix’s leadership as a vertically integrated radiopharmaceutical company with the capabilities required to develop, manufacture and deliver innovative treatments to patients globally. The combined organization will be uniquely positioned as a radiopharmaceutical industry leader, differentiated by a world-class scaled isotope manufacturing business with a validated global distribution network, a market-leading commercial precision medicine platform and one of the industry’s most extensive therapeutic radiopharmaceutical pipeline.
Further details of the Transaction are included in the Explanatory Notes to this Notice of Meeting and the Investor Presentation attached as Appendix A. This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Notes and Investor Presentation. If you are in any doubt as to how you should vote on the Resolutions, you should consult your financial, legal, or other professional advisor.
ITEMS OF BUSINESS 1. Approve the issue of Maximum Upfront Consideration Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of Maximum Upfront Consideration Shares, details of which are set out in the Explanatory Notes, is approved.
A voting exclusion applies to this Resolution.
2. Approve the issue of Regulatory Milestone Consideration Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of the Regulatory Milestone Consideration Shares, details of which are set out in the Explanatory Notes, is approved.
A voting exclusion applies to this Resolution.
3. Approve the issue of Future Sales Milestone Consideration Shares To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Listing Rule 7.1 and for all other purposes, the issue of Future Sales Milestone Consideration Shares, details of which are set out in the Explanatory Notes, is approved.
A voting exclusion applies to this Resolution.
NOTICE OF GENERAL MEETING 5 4. Elect new Directors To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions: a. That Dr. Andrew Cavey, being eligible, be elected as a Director of the Company, with effect from Closing. b. That Dr. Barbara Weber, being eligible, be elected as a Director of the Company, with effect from Closing.
5. Approve the grant of share rights to the New Non-Executive Directors under the Equity Incentive Plan To consider and, if thought fit, to pass the following resolutions as separate ordinary resolutions: a. That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of share rights to Dr. Andrew Cavey (or nominee), details of which are set out in the Explanatory Notes, is approved by Shareholders. b. That for the purposes of Listing Rule 10.14 and for all other purposes, the issue of share rights to Dr. Barbara Weber (or nominee), details of which are set out in the Explanatory Notes, is approved by Shareholders.
Voting exclusions apply to these Resolutions.
NOTICE OF GENERAL MEETING 6 Voting exclusions Telix will disregard votes cast on the Resolutions by or on behalf of the persons, and in the manner, set out in the table below.
The Chair of the Meeting intends to vote all available proxies in favor of each item of business requiring Shareholder Resolution (subject to the voting exclusions below and section 250BD of the Corporations Act).
Item 1 – Approve the issue of Maximum Upfront Consideration Shares Telix will disregard votes cast by or on behalf of any person to whom Upfront Consideration Shares will be issued pursuant to the Share Purchase Agreement and any other person who will obtain a material benefit as a result of the issue of Upfront Consideration Shares (except a benefit solely by reason of being a holder of Shares) or an associate of that person (or those persons).
However, votes will not be disregarded if they are cast:
• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; • as proxy for a person entitled to vote on the item by the Chair of the Meeting in accordance with a direction given to the Chair of the Meeting to vote on the resolution as the Chair of the Meeting decides; or • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, providing the following conditions are met: ◦ the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and ◦ the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Items 2 – Approve the issue of Regulatory Milestone Consideration Shares Telix will disregard votes cast by or on behalf of any person to whom Regulatory Milestone Consideration Shares may be issued pursuant to the Share Purchase Agreement and any other person who will obtain a material benefit as a result of the issue of Regulatory Milestone Consideration Shares (except a benefit solely by reason of being a holder of Shares) or an associate of that person (or those persons).
However, votes will not be disregarded if they are cast:
• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; • as proxy for a person entitled to vote on the item by the Chair of the Meeting in accordance with a direction given to the Chair of the Meeting to vote on the resolution as the Chair of the Meeting decides; or • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, providing the following conditions are met: ◦ the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and ◦ the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Item of business Voting exclusion and authorized voting NOTICE OF GENERAL MEETING 7 Item 3 – Approve the issue of Future Sales Milestone Consideration Shares Telix will disregard votes cast by or on behalf of any person to whom Future Sales Milestone Consideration Shares may be issued pursuant to the Share Purchase Agreement and any other person who will obtain a material benefit as a result of the issue of Future Sales Milestone Consideration Shares (except a benefit solely by reason of being a holder of Shares) or an associate of that person (or those persons).
However, votes will not be disregarded if they are cast:
• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; • as proxy for a person entitled to vote on the item by the Chair of the Meeting in accordance with a direction given to the Chair of the Meeting to vote on the resolution as the Chair of the Meeting decides; or • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, providing the following conditions are met: ◦ the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and ◦ the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Item 5 - Approve the grant of share rights to the New Non- Executive Directors under the Equity Incentive Plan Telix will disregard any votes cast in favor of Item 5 by or on behalf of:
• a person referred to in Listing Rule 10.14.1, 10.14.2, or 10.14.3 who is eligible to participate in the Equity Incentive Plan; or • an associate of any person referred to in the paragraph above.
However, votes will not be disregarded if they are cast:
• as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; • by the Chair of the Meeting as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the Chair of the Meeting to vote on the resolution as the Chair of the Meeting decides; or • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, providing the following conditions are met: ◦ the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and ◦ the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
In accordance with section 250BD of the Corporations Act, a person appointed as proxy must not vote on Item 5 on the basis of that appointment if the proxy appointment does not specify the way in which the proxy is to vote on Item 5 and the proxy is a member of the KMP (including the Directors) or a Closely Related Party of a member of the KMP (such as close family members and any companies controlled by those persons), unless:
• the proxy is the Chair of the Meeting; and • the appointment expressly authorizes the Chair of the Meeting to exercise the proxy even though Item 5 is connected directly or indirectly with the remuneration of a member of the KMP.
Item of business Voting exclusion and authorized voting Dated October 29, 2026 By order of the Board Marcin Firek Company Secretary NOTICE OF GENERAL MEETING 8 Explanatory Notes These Explanatory Notes have been prepared to provide Shareholders with important information regarding the items of business proposed for the Meeting. They form part of the Notice of Meeting and should be read in conjunction with it.
Item 1 - Approve the issue of Maximum Upfront Consideration Shares Summary of the Transaction The key terms of the agreement pursuant to which Telix will acquire 100% of ITM (Share Purchase Agreement) are summarized in the table below:
Buyer Telix Pharmaceuticals Limited Sellers The shareholders of ITM Isotope Technologies Munich SE party to the Share Purchase Agreement or acceding to the Share Purchase Agreement via joinders Date of Share Purchase Agreement September 20, 2026 Upfront Consideration and Issue of Upfront Consideration Shares Under the terms of the Share Purchase Agreement, and subject to Shareholder approval, Telix will acquire 100% of the shares in ITM held by the Sellers for US$1.65 billion upfront on a cash-free/debt-free basis expected as follows (the Upfront Consideration):
• US$1.25 billion will be paid to the Sellers in the form of approximately 105.8 million Shares at the Issue Price1, which Shares will be released to the Sellers as Nasdaq- listed ADSs at the end of their respective escrow periods (see ‘Escrow arrangements’ below); • US$301.8 million of net debt will be assumed by Telix at Closing (assuming zero cash at Closing); and • US$96.0 million of management equity rollover and transaction expenses payable by the Sellers2, in each case subject to adjustments at Closing to account for cash on hand, variations in net working capital, increase or decrease in debt or transaction expenses, and other similar items measured as of Closing, along with any additional amounts to acquire the remaining ITM shares held by the shareholders of ITM that have not signed the Share Purchase Agreement. Such adjustments may mean that the final number of Shares issued as part of the Upfront Consideration (the Upfront Consideration Shares) is more or less than 105.8 million Shares. In accordance with the ASX Waiver, the Upfront Consideration Shares, other than any Shares issued on the release of a Holdback Amount, must be issued within 12 months of the date of the Meeting.* Term Description NOTICE OF GENERAL MEETING 9 *1 Priced at the 30-day trailing VWAP as of signing of US$11.84. The final number of Upfront Consideration Shares that will be issued will depend on certain Closing adjustments, including amounts held back from payment at Closing and potential indemnity claims under the Share Purchase Agreement. The maximum number of Upfront Consideration Shares for which Shareholder approval is being sought in Item 1 is 114.2 million.
2 Sellers may allocate and sell on the ASX through a single designated seller and a bank mutually agreed between Telix and such designated seller some of the Shares deducted from their Share consideration to settle a portion of these Seller transaction expenses.
Calculation of Maximum Upfront Consideration Shares Shareholders are being asked to approve a total of 114.2 million Shares as the maximum number of Shares to be issued at Closing, inclusive of the Holdback Amounts discussed below (the Maximum Upfront Consideration Shares). The Maximum Upfront Consideration Shares is calculated as follows:
• 105.8 million Shares to be paid to the Sellers; • up to 4.1 million Shares to account for any upward adjustments to the portion of the Upfront Consideration payable in Shares, for example due to increase in cash or net working capital or decrease in debt at Closing; and • up to 4.3 million Shares that may be issued to a designated Seller or Seller appointee and sold through a bank mutually agreed by Telix and the designated Seller, to allow the Sellers to pay certain of their transaction expenses after Closing.
The 8.4 million Shares do not increase the total consideration of US$1.65 billion being paid for 100% of the shares in ITM on a cash-free/debt-free basis at Closing; but rather, allow for the settlement of certain Closing adjustments and transaction expenses through Shares that would otherwise be issuable to the Sellers as Upfront Consideration. Table 1 below shows the total potential dilution from the issue of the Maximum Upfront Consideration Shares.
Holdback Amounts As described above, the Upfront Consideration paid at Closing is subject to financial adjustments at Closing. US$10.0 million of the Upfront Consideration will be held back by Telix against downward financial adjustments to be calculated following Closing (generally within 90 days after Closing or, if later, 15 days after all Seller transaction expenses have been paid) (Adjustments Holdback). Telix will also hold back from the Upfront Consideration paid at Closing a general indemnity holdback of US$4.1 million (Indemnity Holdback), and a special indemnity holdback of up to US$9.0 million in relation to specific indemnities provided by the Sellers (Special Indemnity Holdback). The Adjustments Holdback, the Indemnity Holdback and the Special Indemnity Holdback (collectively, the “Holdback Amounts”) are a deduction from the Upfront Consideration Shares paid at Closing. The 1.95 million Telix Shares (Holdback Shares) that represent the Holdback Amounts will not be issued until the end of the applicable holdback periods assuming Telix has no off-setting closing adjustments or indemnity claims. Table 1 below shows the total potential dilution if all Holdback Shares are issued or forfeited. In accordance with the ASX Waiver, any Upfront Consideration Shares issued as a consequence of the release of the Holdback Amounts must be issued no later than 6 months after Closing in the case of the Adjustments Holdback and 18 months after Closing in the case of the Indemnity Holdback and the Special Indemnity Holdback. The Share Purchase Agreement provides that up to US$3.0 million of the Special Indemnity Holdback may be released 3 years after Closing. As that holdback release would fall outside the period permitted by the ASX Waiver, Telix will seek further Shareholder approval or an ASX waiver required to issue Shares in respect of that release, or satisfy that release in cash.
Issue Price US$11.84, being the 30-day volume weighted average price (VWAP) of Shares quoted on ASX for the period ending on September 18, 2026, the last trading day prior to signing the Share Purchase Agreement. The VWAP was A$16.65, converted at an AUD/USD exchange rate of 0.71.
Term Description NOTICE OF GENERAL MEETING 10 Future Milestone Consideration1* Telix has an obligation to make further payments of up to US$700 million to the Sellers subject to the achievement of specified regulatory approvals and sales milestones for ITM’s lead therapeutic asset (ITM-11) as set out below (Milestone Payments):
• Up to US$250 million upon United States Food and Drug Administration (FDA) approval of ITM-11 across 3 different indications (together, the Regulatory Milestones): ◦ US$100 million upon FDA approval for expected first indication in G1-G2 somatostatin receptor-positive (SSTR+) neuroendocrine tumors (NETs) of pancreatic or gastroenteric origin no later than December 31, 2027 (Regulatory Milestone 1); ◦ US$100 million upon FDA approval for indication in G2-G3 SSTR+-NETs of pancreatic or gastroenteric origin no later than December 31, 2030 (Regulatory Milestone 2); and ◦ US$50 million upon FDA approval for lung and thymic SSTR+ tumor indication no later than December 31, 2031 (Regulatory Milestone 3).
• up to US$450 million based on ITM-11 net global sales in excess of US$150 million in the calendar year ended December 31, 2030, based upon a payment of US$3.00 for each US$1.00 of net global sales above US$150 million capped at a maximum payment of US$450 million (Future Sales Milestone).
Any Milestone Payment may be satisfied at the election of Telix by the payment of cash, the issue of Shares at a 30-day VWAP3 of Shares quoted on ASX for the period ending on, and including the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved, or a combination of both cash and Shares. All Milestone Payments settled in Shares will be issued to the Sellers as Nasdaq ADSs. Approval for the issue of Regulatory Milestone Consideration Shares is being sought in Item 2 and approval for the issue of Future Sales Milestone Consideration Shares is being sought in Item 3.
Conditions precedent Closing is subject to various conditions precedent, including:
• Telix’s shareholders approving the issue of the Maximum Upfront Consideration Shares; • certain scheduled regulatory approvals being obtained, including clearance or non- objection to the Transaction from the applicable regulatory bodies in Germany and other specified jurisdictions; • the representations and warranties of the parties remaining accurate (subject to applicable materiality standards) and performance of covenants in all material respects; • the re-submission by ITM to the FDA of a new drug application for ITM-11 or agreement by Telix in its reasonable discretion to proceed following receipt of final minutes from a Type A meeting between ITM and the FDA in relation to ITM-11; • neither Telix nor ITM having experienced certain material adverse events (subject to certain exceptions); • Telix having received the executed amendment to ITM’s financing agreement and other Closing deliverables; and • no restraints preventing or otherwise impeding Closing being issued by a court or other government body.
Term Description NOTICE OF GENERAL MEETING 11 *1 The A$ VWAP will be converted to a US$ issue price at the applicable currency exchange rate at such time.
Escrow arrangements The Sellers are required to enter into escrow arrangements with effect from Closing in relation to their Upfront Consideration Shares, including those issued after Closing and within the relevant escrow period, and any Milestone Consideration Shares issued within the relevant escrow period.
The escrow period for certain specified Sellers (including entities affiliated with ITM’s founders) is the earlier of 15 months after Closing and 3 months after the achievement of Regulatory Milestone 1. This currently represents approximately 26% of the Telix Shares being issued at Closing.
The escrow period for all other Sellers is the earlier of 12 months after Closing and the date on which Regulatory Milestone 1 has been achieved. This currently represents approximately 74% of the Telix Shares being issued at Closing.
The escrow arrangements are subject to customary exceptions and Telix will release from escrow a limited number of Shares to allow Sellers to pay certain tax liabilities that have arisen from the Transaction.
Termination The Share Purchase Agreement may be terminated prior to Closing for reasons including:
• mutual written consent of both parties; • if Closing has not taken place on or before 5:00 p.m. (U.S. Eastern time) on January 1, 2027 (the End Date), subject to an automatic three month extension where all conditions precedent have been satisfied or waived, other than the required regulatory approvals; • failure to obtain Shareholder approval for the issue of the Maximum Upfront Consideration Shares; or • by Telix or ITM, respectively, where representations and warranties or covenants of the other party have been breached such that the relevant condition to Closing would not be satisfied, provided that, if the breach is curable through reasonable efforts, termination may not occur until the earlier of 15 business days after notice of the breach and the End Date.
Shareholder vote failure fee If Shareholders do not approve the issue of the Maximum Upfront Consideration Shares when the resolution is voted upon at the Meeting or any subsequent meeting if the Meeting is postponed or adjourned and the Share Purchase Agreement is validly terminated as a result, Telix must pay US$5 million in cash to ITM.
Other The Share Purchase Agreement contains additional pre-Closing obligations, as well as representations and warranties which are customary for a transaction of this nature.
Term Description The table below (Table 1) illustrates the potential effects of the issue of Upfront Consideration Shares to the relative ownership of existing Telix shareholders and Sellers receiving Shares at Closing.
Notes to Table (1) Based on 340,330,385 Shares on issue as of the date of this Notice of Meeting, assuming no other share issues prior to Closing. (2) Reflects the issue of 105.8 million Shares issued at Closing inclusive of the issue of 1.95 million Holdback Shares. (3) Reflects the issue of 114.2 million Shares issued at Closing inclusive of the issue of 1.95 million Holdback Shares. 4.3 million (3.8%) of the Maximum Upfront Consideration Shares included in the Sellers Ownership would be sold to cover transaction expenses. (4) Reflects the issue of 112.3 million Shares at Closing and the forfeiture of all 1.95 million Holdback Shares. 4.3 million (3.8%) of the Maximum Upfront Consideration Shares included in the Sellers Ownership would be sold to cover transaction expenses.
NOTICE OF GENERAL MEETING 12 Total Shares on Issue1 Existing Telix Shareholder Ownership Sellers Ownership Estimated Upfront Consideration Shares2 446,090,520 76.3 % 23.7 % Maximum Upfront Consideration Shares3 454,568,899 74.9 % 25.1 % Forfeiture of Holdback Shares4 452,615,774 75.2 % 24.8 % Further detail about the Transaction is contained in the Investor Presentation, including detail in relation to known and unknown risks associated with the Transaction.
Proposed timetable and acquisition of remaining ITM shares Telix expects that the Transaction should complete by the End Date. However, Closing remains subject to the terms of the Share Purchase Agreement and the conditions to Closing.
As at the date of this Notice of Meeting, ITM shareholders holding over 93% of ITM’s shares have signed on to the Share Purchase Agreement either directly or via joinder agreements. Under the Share Purchase Agreement, ITM is required to use commercially reasonable efforts to obtain joinder agreements from its remaining shareholders before Closing. It is a condition to Telix’s obligation to complete the Transaction that ITM shareholders holding at least 92.5% of ITM’s shares immediately prior to Closing have signed the Share Purchase Agreement or a joinder agreement, which condition has been fulfilled. Therefore, no further approval is needed from ITM’s shareholders in order to proceed with the Transaction, and accordingly, Telix may hold less than 100% of ITM’s shares at Closing.
If Telix does not hold 100% of ITM’s shares following Closing, Telix intends to acquire the remaining ITM shares under the compulsory acquisition procedures available under German law. In this instance, the minority ITM shareholders would receive cash compensation, which is determined based on a valuation of ITM and reviewed by a court-appointed auditor and may be challenged by the minority shareholders. The compulsory acquisition does not require the issue of Shares.
A voting exclusion applies to Item 1 and is set out on page 7 of the Notice of Meeting.
Listing Rule 7.1 Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period (15% Placement Capacity) subject to specified exceptions.
Shareholder approval in accordance with Listing Rule 7.1 is required for the issue of the Maximum Upfront Consideration Shares as those Shares represent more than 15% of the Shares on issue and no exception to the 15% Placement Capacity limit applies.
If Item 1 is passed, Telix will be able to proceed with the issue of the Upfront Consideration Shares and that condition precedent to the Transaction will be satisfied. In addition, the issue of the Shares up to Maximum Upfront Consideration Shares will be excluded from the calculation of the number of equity securities that Telix can issue without Shareholder approval under Listing Rule 7.1.
If Item 1 is not passed, Telix will not be able to proceed with the issue of the Upfront Consideration Shares and that condition precedent to Closing will not be satisfied. Therefore, the Transaction will not proceed. If Shareholders do not approve Item 1 and the Share Purchase Agreement is validly terminated as a result, Telix must also pay a shareholder vote failure fee of US$5 million in cash to ITM.
Waiver from Listing Rule 7.3.4 Listing Rule 7.3 sets out the requirements for shareholder approval under Listing Rule 7.1. In particular, Listing Rule 7.3.4 provides that the notice of meeting must state the date by which the entity will issue the securities, which date must be no later than 3 months after the date of the shareholder meeting.
The issue of the Upfront Consideration Shares is contingent on the satisfaction or waiver of the conditions precedent to the Share Purchase Agreement, including certain regulatory approvals being obtained, which may cause the issue to occur more than 3 months after the date of the Meeting. The issue of the Milestone Consideration Shares (see the Explanatory Notes to Items 2 and 3) are subject to conditions which mean that if those Shares are issued, those issues will be more than 3 months after the Meeting.
Telix applied for, and ASX has granted, waivers from Listing Rule 7.3.4 to permit Telix to issue the Upfront Consideration Shares and the Milestone Consideration Shares on a date that is more than 3 months after the date of the Meeting (ASX Waiver). The ASX Waiver was disclosed by Telix by an ASX announcement on September 22, 2026. The ASX Waiver has been granted on the following conditions:
• the Upfront Consideration Shares are, except as noted below, to be issued upon achievement or waiver of the applicable conditions to Closing, and in any event, no later than 12 months from the receipt of shareholder approval for the issue of the Upfront Consideration Shares; • any Upfront Consideration Shares that are not issued at Closing pending the determination of any release of the Adjustments Holdback or release of the Indemnity Holdbacks, may be issued no later than 6 months after Closing in the case of the Adjustments Holdback and no later than 18 months after Closing in the case of the Indemnity Holdbacks and Special Indemnity Holdback; NOTICE OF GENERAL MEETING 13 • any shares issued as Regulatory Milestone Consideration Shares are to be issued no later than 3 months after the achievement of such milestone; • any shares issued as Future Sales Milestone Consideration Shares are to be issued no later than 4 months after the issue of Telix’s 2030 financial statements; • the material terms of the Upfront Consideration Shares must not be varied, and the material terms of the Upfront Consideration Shares and the Milestone Consideration Shares (including the conditions and milestones for their issue) are fully and clearly set out in this Notice of Meeting; • details regarding the potential dilutive effect of the Upfront Consideration Shares and the Milestone Consideration Shares on Telix’s capital structure is included in this Notice of Meeting to ASX’s satisfaction; • the terms of the ASX Waiver are clearly disclosed in this Notice of Meeting to ASX’s satisfaction; • if any of the conditions to the issue of the Upfront Consideration Shares are achieved or waived, the achievement or waiver of that condition and the basis on which Telix determined that the condition has been achieved or waived is announced to the market, along with the number of Upfront Consideration Shares issued; • if any of the milestone conditions to the issue of the Milestone Consideration Shares are achieved, the achievement of that milestone and the basis on which Telix determined that the milestone has been achieved is announced to the market, along with the number of Milestone Consideration Shares issued; • for any annual reporting period during which any Upfront Consideration Shares or Milestone Consideration Shares have been issued or any of them remain to be issued, Telix’s annual report sets out the number of Upfront Consideration Shares and Milestone Consideration Shares issued in that annual reporting period, the number of Upfront Consideration Shares and Milestone Consideration Shares that remain to be issued and the basis on which the Upfront Consideration Shares and Milestone Consideration Shares may be issued; and • Telix releases an announcement to the market that discloses the nature and effect of the ASX Waiver and Telix’s reasons for seeking the waivers. The announcement must be released no later than the next business day after ASX communicates to Telix that the waiver has been granted.
Information required by Listing Rule 7.3 The following information in relation to the issue of the Maximum Upfront Consideration Shares is provided to Shareholders for the purposes of Listing Rule 7.3:
1. Shares in an amount up to the Maximum Upfront Consideration Shares will be issued to the Sellers (and/or the Sellers' nominees), none of whom is currently a related party, Key Management Personnel, substantial shareholder or advisor of Telix or an associate of those persons; 2. The maximum number of Upfront Consideration Shares to be issued is 114.2 million.
3. All Upfront Consideration Shares will be fully paid ordinary shares which rank equally with all other Shares on issue; 4. Subject to the terms of the ASX Waiver, the Upfront Consideration Shares (in an amount up to the Maximum Upfront Consideration Shares) will be issued no later than 12 months following the date of the Meeting. Any Upfront Consideration Shares held back as part of the Holdback Amounts may be issued up to 6 months after Closing for the Adjustments Holdback and up to 18 months after Closing for the Indemnity Holdback and the Special Indemnity Holdback. See also, “Holdback Amounts” above in the description of the key terms of the Share Purchase Agreement in relation to the portion of the Special Indemnity Holdback that may be released 3 years after Closing; 5. The Upfront Consideration Shares will have an issue price of US$11.84 per Share, being the Issue Price; 6. The purpose of the issue of the Upfront Consideration Shares is part-consideration for the Transaction.
Accordingly, no funds will be raised from the issue; 7. The Upfront Consideration Shares will be issued under the Share Purchase Agreement. A summary of the material terms of the Share Purchase Agreement is contained above; 8. The Upfront Consideration Shares are not being issued under, or to fund, a reverse takeover; and A voting exclusion statement is included in the Notice of Meeting for Item 1.
Board recommendation The Directors unanimously recommend that Shareholders vote in favor of Item 1.
NOTICE OF GENERAL MEETING 14 Item 2 – Approve the issue of Regulatory Milestone Consideration Shares Background As outlined above, in addition to the Upfront Consideration, there is potential for Milestone Payments to be paid by Telix upon the achievement of agreed milestones in relation to ITM-11. Refer to Item 1 above for a summary of the Transaction and the Milestone Payments.
Any Milestone Payment may be satisfied at the election of Telix by the payment of cash, the issue of Shares at a 30-day VWAP1 of Shares quoted on ASX for the period ending on, and including the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved, or a combination of both cash and Shares.
Item 2 seeks Shareholder approval for a maximum number of Regulatory Milestone Consideration Shares to be issued at the Issue Price, being US$11.84. The Issue Price is being used as a floor price (Floor Price) for the purpose of determining the maximum number of Shares that may be issued as Regulatory Milestone Consideration Shares and approved by Shareholders. However, the actual issue price of any Regulatory Milestone Consideration Shares that are issued may be higher or lower than the Floor Price.
If Item 2 is passed and the future VWAP used to determine the number of Regulatory Milestone Consideration Shares to be issued on the achievement of a Regulatory Milestone is higher than the Floor Price, then if Telix elects to issue Shares the number of Shares that will need to be issued for the relevant Regulatory Milestone will be less than the maximum number of Shares approved for that Regulatory Milestone pursuant to Item 2.
If Item 2 is passed and the future VWAP used to determine the number of Regulatory Milestone Consideration Shares to be issued on the achievement of a Regulatory Milestone is lower than the Floor Price, then Telix will be able to issue the maximum number of Shares approved pursuant to Item 2 for that Regulatory Milestone and will be required to pay a further amount in cash to ensure that the Sellers receive the full Milestone Payment.
The maximum number of Regulatory Milestone Consideration Shares to be issued as payment for the achievement of each Regulatory Milestone, based on the Floor Price, is as follows:
• Subject to Regulatory Milestone 1 being achieved by December 31, 2027, 8,445,946 shares (Regulatory Milestone 1 Maximum Shares).
• Subject to Regulatory Milestone 2 being achieved by December 31, 2030, 8,445,946 shares (Regulatory Milestone 2 Maximum Shares).
• Subject to Regulatory Milestone 3 being achieved by December 31, 2031, 4,222,973 shares (Regulatory Milestone 3 Maximum Shares).
If any Regulatory Milestone is not achieved by its specified deadline, no Regulatory Milestone Consideration Shares will be issuable by Telix for that milestone.
Waiver from Listing Rule 7.3.4 Refer to Item 1 for a summary of Listing Rule 7.3.4 and a description of the ASX Waiver which allows the Regulatory Milestone Shares to be issued more than 3 months after the Meeting.
The payment of each Milestone Payment is contingent on the achievement of the relevant milestone as described in the Explanatory Notes to Item 1 in the key terms of the Share Purchase Agreement, each of which will only be able to be determined on a date that is more than 3 months after the date of the Meeting. The ASX Waiver permits Telix to issue Regulatory Milestone Consideration Shares on dates that are more than 3 months after the date of the Meeting. Refer to Item 1 for the conditions of the ASX Waiver.
Voting exclusions apply to Item 2 and are set out on page 7 of the Notice of Meeting.
As described in the Explanatory Notes to Item 1 in the key terms of the Share Purchase Agreement, Telix will be required to pay a Milestone Payment under the Share Purchase Agreement if a Regulatory Milestone is achieved. Each Milestone Payment may be satisfied at the election of Telix by the payment of cash, the issue of Shares at a 30-day VWAP of Shares quoted on ASX for the period ending on, and including the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved, or a combination of both cash and Shares.
NOTICE OF GENERAL MEETING 15 1 The A$ VWAP will be converted to a US$ issue price at the applicable currency exchange rate at such time.
Item 2 seeks Shareholder approval in accordance with Listing Rule 7.1 for the issue of the Regulatory Milestone Consideration Shares.
Listing Rule 7.1 Refer to Item 1 for a summary of Listing Rule 7.1.
If Item 2 is passed, the issue of the Regulatory Milestone Consideration Shares will be excluded from the calculation of the number of equity securities that Telix can issue without Shareholder approval under Listing Rule 7.1.
If Item 2 is not passed, the future issue of the Regulatory Milestone Consideration Shares will be included in calculating Telix’s 15% Placement Capacity, effectively decreasing the number of equity securities Telix can issue without obtaining Shareholder approval over the 12 month period following the date of the Share Purchase Agreement. Failure to pass Item 2 would potentially materially limit the flexibility of Telix during that 12 month period to pursue future near term strategic transactions which involve the issue, or agreement to issue, Shares. However, if Item 2 is not passed that will not prevent Telix from being able to issue the full amount of Regulatory Milestone Consideration Shares.
Information required by Listing Rule 7.3 The following information in relation to the Regulatory Milestone Consideration Shares is provided to Shareholders for the purposes of Listing Rule 7.3:
1. The Regulatory Milestone Consideration Shares will be issued to the Sellers (and/or the Sellers' nominees), none of whom is currently a related party, Key Management Personnel, substantial shareholder or advisor of Telix or an associate of those persons; 2. The maximum number of Regulatory Milestone Consideration Shares to be issued is 21,114,865, which is calculated by dividing the aggregate amount of Regulatory Milestone Payments, being US$250 million, by the Floor Price of US$11.84. The maximum number of Regulatory Milestone Consideration Shares that may be issued for each Regulatory Milestone is: a. 8,445,946 for Regulatory Milestone 1; b. 8,445,946 for Regulatory Milestone 2; and c. 4,222,973 for Regulatory Milestone 3.
3. The table below provides an example of the number of Regulatory Milestone Consideration Shares that may be issued if Shareholders approve Item 2 (although, as noted above, Telix has sufficient placement capacity to issue the Regulatory Milestone Consideration Shares even if Item 2 is not passed). The table uses: a. the Issue Price (which operates as a Floor Price to calculate the maximum number of Shares approved by Shareholders); b. an issue price that is 20% lower than the Floor Price, reflecting a 20% decreased VWAP at the time of issue of the Regulatory Milestone Consideration Shares, which would mean that an additional cash payment is required to pay the full Milestone Payment; and c. an issue price that is 20% higher than the Floor Price, reflecting a 20% increased VWAP at the time of issue of the Regulatory Milestone Consideration Shares, which would mean that less than the maximum number of Shares approved by Shareholders will need to be issued.
The table shows the number of Regulatory Milestone Consideration Shares that may be issued for each Regulatory Milestone, and assumes that such Regulatory Milestone is achieved by the applicable deadline date.
Regulatory Milestone 1 8,445,946 8,445,9461 7,037,298 Regulatory Milestone 2 8,445,946 8,445,9461 7,037,298 Regulatory Milestone 3 4,222,973 4,222,9732 3,518,649 Number of Regulatory Milestone Consideration Shares US$11.84 (Floor Price) US$9.47 (20% below Floor Price) US$14.21 (20% above Floor Price) Notes to Table (1) Telix would be required to pay an additional approximately US$20 million in cash to satisfy its Milestone Payment obligations. (2) Telix would be required to pay an additional approximately US$10 million in cash to satisfy its Milestone Payment obligations.
NOTICE OF GENERAL MEETING 16 4. The Regulatory Milestone Consideration Shares will be fully paid ordinary shares which rank equally with all other Shares on issue; 5. In accordance with the ASX Waiver, and assuming each Regulatory Milestone is achieved: a. the Regulatory Milestone 1 Consideration Shares will be issued no later than March 31, 2028; b. the Regulatory Milestone 2 Consideration Shares will be issued no later than March 31, 2031; and c. the Regulatory Milestone 3 Consideration Shares will be issued no later than March 31, 2032; 6. The actual issue price of each tranche of Regulatory Milestone Consideration Shares will be calculated using the 30-day VWAP1 of Shares quoted on ASX for the period ending on, and including, the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved.
Set out below is an example of the potential dilution of the issue of Regulatory Milestone Consideration Shares.
Table showing potential dilutive effects:
US$11.84 (Floor Price) Regulatory Milestone 1 1.86% Regulatory Milestone 2 1.86% Regulatory Milestone 3 0.93% All Regulatory Milestones Achieved 4.65% US$14.21 (20% above Floor Price) Regulatory Milestone 1 1.55% Regulatory Milestone 2 1.55% Regulatory Milestone 3 0.77% All Regulatory Milestones Achieved 3.87% US$9.47 (20% below Floor Price) Regulatory Milestone 1 1.86% Regulatory Milestone 2 1.86% Regulatory Milestone 3 0.93% All Regulatory Milestones Achieved (2) 4.65% Issue Price Milestone Dilution Factor (1) Notes to Table: (1) Based on 454,568,899 Shares on issue immediately following Closing, assuming the issue of approximately 114.2 million new Shares at Closing and no further Shares being issued before the issue of all the Regulatory Milestone Consideration Shares in this scenario. (2) An aggregate of an additional approximately US$50 million would also be payable in cash in this scenario if all Regulatory Milestones are achieved, in addition to the issue of 21,114,865 Regulatory Milestone Consideration Shares.
7. The purpose of the issue of the Regulatory Milestone Consideration Shares is to satisfy the relevant Milestone Payments, assuming such Regulatory Milestone is achieved by the deadline date. Accordingly, no funds will be raised from the issue; 8. The Regulatory Milestone Consideration Shares will be issued under the Share Purchase Agreement. A summary of the material terms of the Share Purchase Agreement is contained above; 9. The Regulatory Milestone Consideration Shares are not being issued under, or to fund, a reverse takeover; and A voting exclusion statement is included in the Notice of Meeting for Item 2.
Board recommendation The Directors unanimously recommend that Shareholders vote in favor of Item 2.
NOTICE OF GENERAL MEETING 17 1 The A$ VWAP will be converted to a US$ issue price at the applicable currency exchange rate at such time.
Item 3 – Approve the issue of Future Sales Milestone Consideration Shares Background As outlined above, in addition to the Upfront Consideration, there is potential for Milestone Payments to be paid by Telix upon the achievement of agreed commercial milestones in relation to ITM-11 net global sales. Refer to Item 1 above for a summary of the Transaction and the Milestone Payments.
Any Milestone Payment may be satisfied at the election of Telix by the payment of cash, the issue of Shares at a 30-day VWAP1 of Shares quoted on ASX for the period ending on, and including the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved, or a combination of both cash and Shares.
Item 3 seeks Shareholder approval for a maximum number of Future Sales Milestone Consideration Shares to be issued to the Sellers (and/or the Sellers' nominees) at the Issue Price of US$11.84. As with Item 2, the Issue Price is being used as a Floor Price for the purpose of determining the maximum number of Shares that may be issued as Future Sales Milestone Consideration Shares and approved by Shareholders. However, the actual issue price of any Future Sales Milestone Consideration Shares that are issued may be higher or lower than the Floor Price.
If Item 3 is passed and the future VWAP used to determine the number of Future Sales Milestone Consideration Shares to be issued on the achievement of the Future Sales Milestone is higher than the Floor Price, then if Telix elects to issue Shares the number of Shares that will need to be issued will be less than the maximum number of Shares approved pursuant to Item 3.
If Item 3 is passed and the future VWAP used to determine the number of Future Sales Milestone Consideration Shares to be issued on the achievement of the Future Sales Milestone is lower than the Floor Price, then Telix will be able to issue the maximum number of Shares approved pursuant to Item 3 and will be required to pay a further amount in cash to ensure that the Sellers receive the full Milestone Payment.
The number of actual Future Sales Milestone Consideration Shares (as defined below) to be issued will be determined based on net global sales of ITM-11 in the calendar year 2030, and will only be paid to the extent such sales exceed US$150 million (the Minimum Sales Threshold). For every US$1.00 above the Minimum Sales Threshold, Telix will pay US$3.00 in Milestone Payments up to a maximum payment of US$450 million, assuming achievement of US$300 million in 2030 net global sales for ITM-11. Therefore, the number of Future Sales Milestone Consideration Shares actually issued will vary based on both issue price at the time of achievement and future sales performance of ITM-11.
Subject to 100% of the Future Sales Milestone being achieved, the maximum number of Shares to be issued as payment for the achievement of the Future Sales Milestone will be 38,006,757 (Future Sales Milestone Consideration Shares). See table below for potential Share issues based on different issue price and sales performance scenarios.
Waiver from Listing Rule 7.3.4 Refer to Item 1 for a summary of Listing Rule 7.3.4 and a description of the ASX Waiver which allows for the Future Sales Milestone Consideration Shares to be issued more than 3 months after the Meeting.
The payment of each Milestone Payment is contingent on the achievement of the relevant milestone as described in the Explanatory Notes to Item 1 in the key terms of the Share Purchase Agreement, each of which will only be able to be determined on a date that is more than 3 months after the date of the Meeting. The ASX Waiver permits Telix to issue Future Sales Milestone Consideration Shares on a date that is more than 3 months after the date of the Meeting. Refer to Item 1 for the conditions of the ASX Waiver.
A voting exclusion applies to Item 3 and is set out on page 8 of the Notice of Meeting.
Listing Rule 7.1 Refer to Item 1 for a summary of Listing Rule 7.1.
If Item 3 is passed, Telix will be able to proceed with the issue of the Future Sales Milestone Consideration Shares in satisfaction of the Future Sales Milestone Payment (assuming the Future Sales Milestone is achieved). In addition, the Future Sales Milestone Consideration Shares will be excluded from the calculation of the number of equity securities that Telix can issue without Shareholder approval under Listing Rule 7.1.
If Item 3 is not passed, Telix will not be able to proceed with the issue of the Future Sales Milestone Consideration Shares in satisfaction of the Future Sales Milestone Payment (assuming the Future Sales Milestone is achieved). Telix may need to seek this Shareholder approval at a future meeting of Shareholders (before the date on which the Future Sales Milestone NOTICE OF GENERAL MEETING 18 1 The A$ VWAP will be converted to a US$ issue price at the applicable currency exchange rate at such time.
Consideration Shares must be issued), otherwise Telix will be required to pay any Future Sales Milestone Payment for the achievement of the Future Sales Milestone in cash.
Information required by Listing Rule 7.3 The following information in relation to the Future Sales Milestone Consideration Shares is provided to Shareholders for the purposes of Listing Rule 7.3:
1. The Future Sales Milestone Consideration Shares will be issued to the Sellers (and/or the Sellers' nominees), none of whom is currently a related party, KMP, substantial shareholder or advisor of Telix or an associate of those persons; 2. The maximum number of Future Sales Milestone Consideration Shares to be issued is 38,006,757, which is calculated by dividing US$450 million by the Floor Price which assumes 100% achievement of the Future Sales Milestone; 3. The table below provides examples of the number of Future Sales Milestone Consideration Shares that may be issued if Shareholders approve Item 3. The table uses: a. the Issue Price (which operates as a Floor Price to calculate the maximum number of Shares approved by Shareholders); b. an issue price that is 20% lower than the Floor Price, reflecting a 20% decreased VWAP at the time of issue of the Future Sales Milestone Consideration Shares, which means that an additional cash payment is required to pay the full Milestone Payment; and c. an issue price that is 20% higher than the Floor Price, reflecting a 20% increased VWAP at the time of issue of the Future Sales Milestone Consideration Shares, which means that less than the maximum number of Shares approved by Shareholders will need to be issued even upon full milestone performance.
The table also provides examples of different performance levels for this milestone: net global sales in 2030 less than or equal to US$150 million, US$200 million, and US$300 million (full performance). </= US$150 million 0 0 0 US$200 million 12,668,919 15,839,493 10,555,947 US$300 million 38,006,757 38,006,757(1) 31,667,840 Number of Future Sales Milestone Consideration Shares Net Global Sales in 2030 US$11.84 (Floor Price) US$9.47 (20% below Floor Price) US$14.21 (20% above Floor Price) (1) Telix would be required to pay an additional US$90 million in cash to satisfy its Milestone Payment obligations.
4. The Future Sales Milestone Consideration Shares will be fully paid ordinary shares which rank equally with all other Shares on issue; 5. In accordance with the ASX Waiver, the Future Sales Milestone Consideration Shares will be issued no later than four months after the issue of Telix’s 2030 financial statements. If the Sellers dispute the sales milestone such that the process to determine the amount of any Future Sales Milestone payment extends beyond the four months, Telix may no longer be able to rely on this Shareholder approval to issue Future Sales Milestone Consideration Shares and may instead seek further Shareholder approval or an ASX waiver or make the payment in cash; 6. The issue price of Future Sales Milestone Consideration Shares will be calculated using the 30-day VWAP of Shares quoted on ASX for the period ending on, and including, the last trading day prior to the date on which such Milestone Event has become publicly known or, if earlier, the date on which such Milestone Event is finally determined to have been achieved; 7. Set out below is an example of the potential dilution of the issue of the Future Sales Milestone Consideration Shares.
NOTICE OF GENERAL MEETING 19

Frequently Asked Questions

When is the Telix General Meeting scheduled?

The General Meeting is scheduled for December 1, 2026.

What is the purpose of the Telix General Meeting?

The meeting aims to seek shareholder approval for the acquisition of ITM.

How much is Telix paying for ITM?

Telix is acquiring ITM for $1.65 billion.

What additional payments are involved in the acquisition?

There are potential milestone payments of up to $700 million.

Last updated: Oct 29, 2026