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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
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. 05252842)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2021
Dear Shareholders of Akari Therapeutics, Plc:
Given the uncertainty over
what laws and guidance about travel and public gatherings in connection with Covid-19 will be in place on the date of the Meeting, it
may not to be possible or advisable for shareholders, or their proxies other than the chairman of the Meeting, to attend the 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 "Meeting") of the shareholders of Akari Therapeutics, Plc, ("Akari"
or the "Company"), to be held at 2.30 p.m., local time, on June 30, 2021, at 75/76 Wimpole Street, London, W1G 9RT
for the purpose of considering and, if thought fit, passing the following resolutions. Resolutions 1 to 15 will be proposed as ordinary
resolutions; resolution 16 will be proposed as a special resolution.
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 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 June 28, 2021 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
The Company's principal
executive offices are located at 75/76 Wimpole Street, London W1G 9RT. The registered office of Akari Therapeutics, Plc is at Highdown
House, Yeoman Way, Worthing, West Sussex, BN99 3HH, 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, PO Box 5222, Lancing, BN99 9FG, 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 year ended December 31, 2020 and the proxy form) to communicate
with the Company except as expressly permitted.
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)20 3890 2122. 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) 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
Please complete, date,
sign and return the enclosed proxy form as promptly as possible (and in any event by 2.30 p.m. (London time) on June 28,
2021) 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 SUCH RESOLUTION.
2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2021
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 2021 Annual General Meeting (the "Meeting")
of shareholders to be held at 75/76 Wimpole Street, London, W1G 9RT on June 30, 2021, at 2.30 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 June 5, 2021.
For a proxy form 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 (the "Registrars") at PO Box 5222, Lancing, BN99 9FG, United Kingdom (or by email
to proxy@slcregistrars.com) so as to be received by 2.30 p.m. local time on June 28, 2021 (or, if the Meeting is adjourned,
not less than 48 hours before the time of the adjourned Meeting). Each proxy form properly tendered appointing the Chairman of the Meeting
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 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
It is currently uncertain
what laws and guidance about travel and public gatherings in connection with Covid-19 will be in place on the date of the Meeting. It
may not to be possible or advisable for shareholders, or their proxies other than the chairman of the Meeting, to attend the Meeting in
person. Shareholders should inform themselves of and comply with all laws and UK Government guidance in force at the date of the Meeting.
Moreover, for their own safety and that of our staff and the public, we encourage shareholders not to attend the 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.
expect only the 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 and other appropriate health and safety measures will be in place in order to
comply with the law and Government guidelines. Shareholders can submit questions to the Board by email to the Company's investor
relations department at peter.vozzo@westwicke.com by no later than June 28, 2021. We will consider all questions received
and, if appropriate, provide a written response on the Company's website (http://investor.akaritx.com/). The
Board will keep the situation under review and may make changes to the arrangements for the Meeting, should the Covid-19 situation, applicable
laws or the UK Government's guidance change. Shareholders should therefore monitor the Company's website and announcements
Shares Outstanding and Voting Rights
Akari is registered in England &
Wales and therefore subject to the Companies Act 2006 (the "Companies Act"), which, together with the Articles