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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

Key Takeaway: 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 Mar

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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 in England & Wales, No.
St Georges Business Park
Weybridge, Surrey KT13 0TS
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2020
Dear Shareholders of Akari Therapeutics,
Given the UK Government's
prohibition on non-essential travel and public gatherings in order to control the spread of Covid-19, we regret that we do not
expect it to be possible for shareholders, or their proxies other than the chairman of the meeting, to attend this meeting in person.
We therefore strongly encourage you to vote on all resolutions as soon as possible by appointing the chairman of the meeting as
your proxy (or, in the case of beneficial owners who hold their shares indirectly, by submitting appropriate proxy voting instructions)
as described in the Proxy Statement below.
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 4.30 p.m., local time, on June 30, 2020, at 75/76 Wimpole Street, London W1G
9RT for the purpose of considering and, if thought fit, passing the following resolutions:
As Ordinary Business
Resolutions 1 to 11 will be proposed
as ordinary resolutions
Resolutions 12 and 13 will be proposed
as ordinary resolutions and Resolution 14 will be proposed as a special resolution.
13. To generally and unconditionally authorize an increase in the number of shares available for the grant of awards to 344,747,462 ordinary shares under the Company's 2014 Equity Incentive Plan (the " 2014 Plan ").
14. To adopt the draft articles of association produced to the meeting (the " New Articles ") as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.
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, 2020 or, if the Annual General Meeting is adjourned,
at 6.30 p.m. (London time) two working days before the time of the adjourned Annual General Meeting. 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 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
registrars, 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 2019 and the proxy form)
to communicate with the Company except as expressly permitted.
You are reminded that
you can update your preferences for communications by Akari at any time through SLC Registrars' "ShareView"
service at https://portfolio.shareview.co.uk/. You can contact SLC Registrars for assistance with the process at office@slcregistrars.com
or on +44 (0)1903 706150. There is no charge for this service. Akari encourages you to agree to the use of electronic communications
as it will enable you to receive information quicker and reduce the Company's costs and environmental impact.
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 the Resolutions. We encourage you to read the
Proxy Statement carefully.
complete, date, sign and return the enclosed proxy form as promptly as possible (and in any event by 4.30 p.m. (London
time) on June 26, 2020) in order to ensure your representation at 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 form 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
2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2020
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 2020 Annual General Meeting of shareholders to be held at 75/76
Wimpole Street, London W1G 9RT on June 30, 2020, at 4.30 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
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 (the "Registrars") at Elder House, St Georges
Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, United Kingdom (or by email to office@slcregistrars.com) so as
to be received by 4.30 p.m. local time on June 26, 2020 (or, if the Annual General Meeting is adjourned, not less than 48 hours
before the time of the adjourned Annual General Meeting). Each proxy form 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.
Special Arrangements for Attendance
in the Light of Restrictions Relating to Covid-19
Given the UK Government's
prohibition on non-essential travel and public gatherings in order to control the spread of Covid-19, we regret that we do not
expect it to be possible for shareholders, or their proxies other than the chairman of the meeting, to attend this meeting in person.
We therefore strongly encourage you to vote on all resolutions as soon as possible by appointing the chairman of the meeting as
your proxy (or, in the case of beneficial owners who hold their shares indirectly, by submitting appropriate proxy voting instructions)
Chairman and a very limited number of Company personnel to be in attendance at the meeting to ensure a quorum. No other members
Last updated: Jun 1, 2020