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THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action
you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised
under the Financial Services and Markets Act 2000.
If you have recently sold or transferred
all of your shares in AKARI THERAPEUTICS, PLC, please forward this document, together with the accompanying documents, as soon
as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents
to the person who now holds the shares.
AKARI THERAPEUTICS, PLC
(Registered No. 05252842)
75-76 Wimpole Street
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 28, 2017
Dear Shareholders of Akari Therapeutics,
You are cordially invited
to attend (and notice is hereby given of) the annual general meeting (the "Annual General Meeting") of
the shareholders of Akari Therapeutics, Plc, ("Akari" or the "Company"), to
be held at 2:00 p.m., local time, on June 28, 2017, at Marcus Beck Library, Royal Society of Medicine, 1 Wimpole Street, London,
W1G 0AE, for the purpose of considering and, if thought fit, passing the following resolutions:
As Ordinary Business
Resolutions 1 to 13 will be proposed
as ordinary resolutions
Resolution 14 will be proposed as an
| 14. | That, the Directors be generally and unconditionally authorized in accordance with Section 551 of the Companies Act 2006 (the " Companies Act ") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (the " Rights ") including, without limitation, warrants, up to an aggregate nominal value of 100,000,000 such authority, unless previously revoked or varied by the Company in a general meeting, to expire either on 28 June 2022 or five years from the passing of this resolution, which is earlier, and provided further that the Company shall be entitled before such expiry to make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to grant Rights in pursuance of such offer or agreement as if the authority hereby conferred had not expired. The authority granted hereby includes, without limitation, the authority to increase the number of Employee Stock Option Plan (" ESOP ") shares to be issued and to grant such ESOP shares. |
| The following two resolutions will be proposed as special resolutions | |
| 15. | That, subject to the passing of Resolution 14, the Directors be authorized generally and unconditionally pursuant to section 570 of the Companies Act, to allot equity securities (as defined in section 560(1) of the Companies Act) for cash pursuant to the authority conferred by Resolution 14 as if section 561 of the Companies Act did not apply to such allotment, provided that this power shall (i) be limited to the allotment of equity securities up to an aggregate nominal amount of 100,000,000; and (ii) expire (unless previously revoked or varied by the Company), on 28 June 2022 or five years from the passing of this resolution, which is earlier, save that the Company may make an offer or agreement before the expiry of this power which would or might require equity securities to be allotted for cash after such expiry and the Directors may allot equity securities for cash pursuant to any such offer or agreement as if the power conferred by this resolution had not expired. |
| 16. | That, new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association be approved. |
Pursuant to Regulation
41 of the Uncertificated Securities Regulations 2001, as amended, the Company specifies that entitlement to attend and vote at
the Annual General Meeting, and the number of votes which may be cast at the Annual General Meeting, will be determined by reference
to the Company's register of members at 6:30 p.m. (London time) on June 26, 2017 or, if the Annual General Meeting is adjourned,
at 48 hours before the time of the adjourned Annual General Meeting (as the case may be). In each case, changes to the register
of members after such time will be disregarded. The accompanying Proxy Statement more fully describes the details of the business
to be conducted at the Annual General Meeting. After careful consideration, our Board of Directors has unanimously approved the
proposals and recommends that you vote FOR each proposal described in the accompanying Proxy Statement.
principal executive offices are located at 75/76 Wimpole Street, London W1G 9RT. The UK registered office of Akari Therapeutics,
Plc is 42 - 50 Hersham Road, Walton-on-Thames, Surrey KT12 1RZ, United Kingdom. Except as set out in this Notice,
any communication with the Company in relation to the AGM, should be sent to the Company's Registrar, SLC Registrars, 42 - 50
Hersham Road, Walton-on-Thames, Surrey KT12 1RZ, United Kingdom. No other means of communication will be accepted. In particular,
you may not use any electronic address provided within this notice or in any related documents (including the annual report and
accounts for the period ended 31 December 2016 or the Form of Proxy) to communicate with the Company.
the Statutory Accounts (including the Directors' Remuneration Report and the Directors' Remuneration Policy) and the
proposed new articles of association can be accessed by visiting the Akari website at http://akaritx.com/investor-relations/.
Your vote is important.
The affirmative vote (on a show of hands or a poll) of shareholders present in person or by proxy in accordance with the requisite
majority set forth in the accompanying Proxy Statement is required for approval of Resolutions Nos. 1 through 16. We encourage
you to read this proxy statement carefully.
expect to attend the Annual General Meeting, please complete, date, sign and return the enclosed proxy card using the enclosed
return envelope as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy,
you may still vote in person if you attend the meeting. Please note, however, that if your shares are represented by American Depositary
Shares and held on deposit by Deutsche Bank Trust Americas, as depositary, or if your Ordinary Shares are held of record by a broker,
bank or other nominee and you wish to have your votes cast at the meeting, you must obtain, complete and timely return a proxy
card issued in your name from that intermediary in accordance with any instructions provided therewith.
By Order of the Board of Directors of
Akari Therapeutics, Plc,
THE AKARI BOARD OF DIRECTORS HAS DETERMINED
AND BELIEVES THAT EACH OF THE RESOLUTIONS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, AKARI AND ITS SHAREHOLDERS
AND HAS APPROVED EACH SUCH RESOLUTION. THE AKARI BOARD OF DIRECTORS RECOMMENDS THAT AKARI SHAREHOLDERS VOTE "FOR" EACH
2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2017
This Proxy Statement
is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of
Akari Therapeutics, Plc, a public limited company registered in England & Wales ("Akari", the "Company"
or "our"), for use at the Company's 2017 Annual General Meeting of shareholders to be held at Marcus
Beck Library, Royal Society of Medicine, 1 Wimpole Street, London, W1G 0AE on June 28, 2017, at 2:00 p.m. local time for the purpose
of considering and, if thought fit, passing the resolutions specified in the Notice of Annual General Meeting. This proxy statement
is being mailed to shareholders on or about May 15, 2017.
For a proxy to be effective,
it must be properly executed and dated and lodged (together with a duly signed and dated power of attorney or other authority (if
any) under which it is executed (or a notarially certified copy of such power of attorney or other authority)) at the offices of
the Company's registrars, SLC Registrars, 42 - 50 Hersham Road, Walton-on-Thames, Surrey KT12 1RZ, United
Kingdom (the "Registrars") so as to be received by 2:00 p.m. local time on June 26, 2017. Each proxy
properly tendered will, unless otherwise directed by the shareholder, be voted FOR the proposals subject to a binding vote, FOR
the nominees described in this Proxy Statement and at the discretion of the proxy holder(s) with regard to all other matters that
may properly come before the meeting.
The Company will pay
all of the costs of soliciting proxies. We will provide copies of our proxy materials to the depositary for our American Depositary
Shares (Deutsche Bank Trust Americas), brokerage firms, fiduciaries and custodians for forwarding to beneficial owners and will
reimburse these persons for their costs of forwarding these materials. Our directors, officers and employees may also solicit proxies;
however, we will not pay them additional compensation for any of these services. Proxies may be solicited by telephone, facsimile,
or personal solicitation.
Shares Outstanding and Voting Rights
in England & Wales and therefore subject to the Companies Act 2006 (the "Companies Act"), which,
together with the Articles of Association of the Company (the "Articles"), governs the processes for
voting at Annual General Meetings. There are a number of differences between English and U.S. law in relation to voting. At the
Annual General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded
by (a) the chairman, (b) at least five shareholders entitled to vote at the meeting, (c) a shareholder or shareholders representing
not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting (excluding any voting
rights attached to shares that are held as treasury shares) or (d) a shareholder or shareholders holding shares conferring a right
to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum
paid up on all shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting that
are held as treasury shares).
Only holders of record
of our Ordinary Shares 48 hours prior to the date of this notice (being the latest practicable date before the publication of this
document are entitled to receive this notice and only those holders of record of our Ordinary Shares 48 hours prior to the time
of the Annual General Meeting (the "Record Date") are entitled to vote at the Annual General Meeting.
Therefore, if you sell or transfer your Ordinary Shares or interest in the Company prior to the Record Date, your proxy form will
no longer be able to be used and if submitted (whether before or after you sell or transfer your Ordinary Shares) will be treated
as invalid. Please pass this document together with the accompanying form of proxy to the person who arranged the sale or transfer
for delivery to the purchaser or transferee. The purchaser or transferee will need to contact Robert Shaw, Company Secretary, to
request a new proxy form for its use.
On the ADR Record Date
(as defined below), approximately 1,177,693,383 Ordinary Shares were outstanding, of which approximately 1,172,831,713 were held