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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, 2023
Dear Shareholders of Akari Therapeutics, Plc:
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 2.00pm, local time, on June 30, 2023, at 75/76 Wimpole Street, London, W1G 9RT for the purpose of considering and,
if thought fit, passing the following resolutions:
Ordinary Resolutions
| 2. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy, as set out on pages 23 to 29 of the Directors' Remuneration Report), as set out in the Company's annual report and accounts for the financial year ended 31 December 2022. | |
| 3. | To approve the Directors' Remuneration Policy, as set out on pages 23 to 29 of the Directors' Remuneration Report. | |
| 4. | To re-elect James Hill, M.D. as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Company's Articles of Association (the "Articles"). |
| 14. | That with effect from the conclusion of the Meeting, the Articles be amended by deleting article 15.2 of the Articles and replacing it with the following new article 15.2: | |
| "15.2 No business may be transacted at any general meeting unless a quorum is present. Except as otherwise provided in these articles, two persons entitled to vote at the meeting each being a member or a proxy for a member or a representative of a corporation which is a member, duly appointed as such in accordance with the Statutes, holding in the aggregate at least one-third (33 1/3 per cent.) of the company's outstanding share capital, shall constitute a quorum. If at any time the company only has one member, such member in person, by proxy or if a corporation by its representative, shall constitute a quorum." |
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, 2023 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 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, 2022 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)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 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 2.00pm (London time) on June 28, 2023) 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.
2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2023
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 2023 Annual General Meeting (the "Meeting")
of shareholders to be held at 75/76 Wimpole Street, London, W1G 9RT on June 30, 2023, at 2.00pm 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 6, 2023.
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 2.00pm local time on June 28, 2023 (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.
Shareholders can submit questions to the Board
by email to the Company's investor relations department at mmoyer@lifesciadvisors.com by no later than June 28, 2023. We
will consider all questions received and, if appropriate, provide a written response on the Company's website (http://investor.akaritx.com/).
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 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 Meeting, a resolution put to the
vote of the Meeting will 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 at 6.30 p.m. (London time) three working days before 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 at 6.30
p.m. (London time) on June 28, 2023 or, if the Meeting is adjourned, at 6.30 p.m. (London time) two working days before the time of the
adjourned Meeting (the "Record Date") are entitled to vote at the Meeting. Therefore, if you sell or transfer
your ordinary shares 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 proxy
form to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee will need
to contact Prism Cosec Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom, Company Secretary, to request
a new proxy form for its use.