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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 are in any doubt as to your taxation position, you are strongly
advised to consult an appropriate professional adviser.
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 GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2020
Dear Shareholders of Akari Therapeutics,
Schedule 4 to the Corporate Governance and Insolvency Act 2020, shareholders, or their proxies other than the chairman of the Meeting,
do not have the right to attend the Meeting in person. We therefore strongly encourage you to vote on the Resolution 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 a general meeting (the "Meeting") of the shareholders of Akari Therapeutics, Plc, ("Akari"
or the "Company"), to be held at 10.30 a.m., local time, on December 8, 2020, at 75/76 Wimpole Street,
London W1G 9RT for the purpose of considering and, if thought fit, passing the following resolution (the "Resolution")
as a special resolution:
That, with effect at 6.30 p.m., London time on the
date on which this resolution is passed (or such other time, being no later than 28 days after the passing of this resolution,
as the directors may determine) (the "Record Time"):
The rationale for the
Resolution is described in the Proxy Statement below. The number of ordinary shares of the Company in issue immediately after the
Record Time will be the same as immediately before, and each shareholder's proportionate interest in the Company's
issued share capital will remain unchanged. The only change will be to the nominal value of the ordinary shares. The rights attaching
to the ordinary shares of USD0.0001 (including voting and dividend rights and rights on a return of capital) will be identical
in all respects to those of the existing ordinary shares. There will also be no direct effect on the value of an ADS.
Pursuant to Regulation
41 of the Uncertificated Securities Regulations 2001, as amended, the Company specifies that entitlement to attend and vote at
the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company's register
of members at 6.30 p.m. (London time) on December 4, 2020 or, if the Meeting is adjourned, at 6.30 p.m. (London time) two
working days before the time of the adjourned 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 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 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.
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 Resolution. We encourage you to read the
Proxy Statement carefully.
date, sign and return the enclosed proxy form as promptly as possible (and in any event by 10.30 a.m. (London time) on December 4,
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 THE RESOLUTION OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, AKARI AND ITS SHAREHOLDERS AND HAS
APPROVED THE RESOLUTION. THE AKARI BOARD OF DIRECTORS RECOMMENDS THAT AKARI SHAREHOLDERS VOTE "FOR" THE RESOLUTION.
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 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 General Meeting of shareholders to be held at 75/76 Wimpole
Street, London W1G 9RT at 10.30 a.m., local time, on December 8, 2020 (the "Meeting") for the purpose
of considering and, if thought fit, passing the resolution specified in the Notice of Meeting (the "Resolution").
This Proxy Statement is being mailed to shareholders on or about November 13, 2020.
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 10.30 a.m., local time, on December 4, 2020 (or, if the Meeting is adjourned, not less than 48 hours before
the time of the adjourned Meeting). Each proxy form properly tendered will, unless otherwise directed by the shareholder, be voted
FOR the Resolution and at the discretion of the proxy holder(s) with regard to all other matters that may properly come before
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 the Meeting
in the Light of Restrictions Relating to Covid-19
Schedule 4 to the Corporate Governance and Insolvency Act 2020, shareholders, or their proxies other than the chairman of the Meeting,
do not have the right to attend the Meeting in person. We therefore strongly encourage you to vote on the Resolution 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 below.
Chairman and a very limited number of Company personnel to be in attendance at the Meeting to ensure a quorum. No other members
of the Board will attend and social distancing measures will be in place in order to comply with the law and Government guidelines.
Shareholders can submit
Last updated: Nov 16, 2020