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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 authorized
under the Financial Services and Markets Act 2000 (as amended).
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)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 2018
Dear Shareholders of Akari Therapeutics,
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 September 19, 2018, at Duke Room, First Floor, Chandos House, 2 Queen Anne Street W1G
9LQ for the purpose of considering and, if thought fit, passing the following resolutions:
Resolutions 1 to 13 will be proposed
as ordinary resolutions
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 September 17, 2018 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.
The Company's principal
executive offices are located at 75/76 Wimpole Street, London W1G 9RT. The UK registered office of Akari Therapeutics, Plc is currently
at 42 - 50 Hersham Road, Walton-on-Thames, Surrey KT12 1RZ, United Kingdom (and with effect from August 20, 2018
is at Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, United Kingdom). Except as set out
in this Notice, any communication with the Company in relation to the Annual General Meeting, should be sent to the Company's
Registrar, SLC Registrars, Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, 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 2017 or the Form of Proxy)
to communicate with the Company.
A copy of the Statutory
Accounts (including the Directors' Remuneration Report and the Directors' Remuneration Policy) can be accessed by visiting
the Akari website at http://investor.akaritx.com/.
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 13. 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 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 Company 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
2018 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 2018
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 2018 Annual General Meeting of shareholders to be held at Duke
Room, First Floor, Chandos House, 2 Queen Anne Street W1G 9LQ on September 19, 2018, 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 August 17, 2018.
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, Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey KT13
0TS, United Kingdom (the "Registrars") so as to be received by 6.30 p.m. local time on September 17,
2018. 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 Company 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 Dov Elefant, Company Secretary, to
request a new proxy form for its use.
On the ADR Record Date
(as defined below), 1,525,693,413 ordinary shares were outstanding, of which approximately 1,520,837,700 were held in the name