Full Press Release Details
Notice of Annual General
Explanatory Memorandum
| Alterity Therapeutics Limited: | ACN 080 699 065 |
| Date of Meeting: | Wednesday 18 th November 2020 |
| Time of Meeting: | 09:30am (AEDT) Registration from 09:15am |
Place of Meeting: Attendance
at the Meeting - Covid-19
To avoid needing to attend
the meeting, Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 9:30am (AEDT)
Monday, 16th November 2020, rather than attending the meeting. Instructions for lodging proxies are included on your
personalised proxy form.
Shareholders will be
able to participate in a live webcast of the Meeting online where shareholders will be able to ask questions and cast direct votes
at the appropriate times whilst the Meeting is in progress. To participate online you will need to visit web.lumiagm.com/303690661
on your smartphone, tablet or computer. More information regarding participating in the meeting online including browser requirements
are set out in the letter to Shareholders regarding the AGM arrangements released to ASX under the Company's code ATH on
or about 20th October 2020 and in the online Lumi meeting user guide at http://www.computershare.com.au/virtualmeetingguide.
Where applicable, arrangements
may be made for direct voting as provided for in clause 17.7 of the Constitution by shareholders, proxies, corporate representatives
and holders of powers of attorney.
Because conditions and potential restrictions
or other requirements for meetings relating to Covid-19 can change rapidly, if it becomes necessary or appropriate to make alternative
arrangements to those set out in this Notice of Meeting or the above letter to Shareholders regarding arrangements for the AGM
the Company will announcement the alternative arrangements to ASX. Shareholders are encouraged to check for announcements at the
ASX website www.asx.com.au under the Company's code ATH.
ALTERITY THERAPEUTICS
Notice is given that the
2020 Annual General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")
will be held virtually by technology on Wednesday, 18 November 2020 at 9:30am (AEDT), for the purposes of considering and, if thought
fit, passing each of the resolutions referred to in this Notice of Annual General Meeting.
Further details in respect
of each of the resolutions proposed in this Notice of Annual General Meeting are set out in the Explanatory Memorandum accompanying
this Notice of Annual General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together
with, and form part of, this Notice of Annual General Meeting.
Please read this Notice
of Annual General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate
box on the proxy form included with this Notice of Annual General Meeting. Shareholders who intend to appoint the Chairman as proxy
(including appointment by default) should have regard to Proxy and Voting Instructions on page 7 of this Notice of Annual General
To receive and consider
the 2020 Annual Financial Statements of the Company in respect of the year ended 30 June 2020 and comprising the Annual Financial
Report, the Directors' Report and the Auditor's Report. At the meeting, a representative of the Company's auditors,
PricewaterhouseCoopers, will be invited to attend to answer questions about the audit of the Company's 2020 Annual Financial
To consider and, if thought
fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
"THAT for the purposes of section 250R(2) of
the Corporations Act, the Remuneration Report for the financial year ended 30 June 2020 as disclosed in the Directors' Report is
Voting Exclusion and
Restriction Statement:
A vote on Resolution
1 must not be cast (in any capacity) by, or on behalf of any of the following persons (referred to herein as "Restricted
However, a person ("voter")
may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a Restricted Voter and the voter is appointed as
a proxy in writing that specifies how the proxy is to vote on the Resolution 1. The Chairman may also exercise undirected proxies
if the vote is cast on behalf of a person entitled to vote and the proxy appointment expressly authorises the Chairman to exercise
the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of members of the KMP.
or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded
by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under
the Corporations Act.
KMP are those persons
having authority and responsibility for planning, directing and controlling the activities of the Company, whether directly or
indirectly. Members of KMP include its directors and certain senior executives.
A closely related party
of a member of the KMP means any of the following:
Shareholders who intend to appoint the Chairman
as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page 7 of this Notice of Annual
Further details in respect of Resolution 1
are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
To consider and, if thought
fit, pass as an ordinary resolution, the following:
"THAT Mr. Peter Marks,
a Director of the Company, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself
for re-election, be re-elected as a Director of the Company."
Further details in respect
of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
To consider and, if thought
fit, pass as an ordinary resolution, the following:
Gozlan, a Director of the Company, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers
himself for re-election, be re-elected as a Director of the Company."
Further details in respect
of Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes
of ASX Listing Rule 7.2 exception 13 and for all other purposes, shareholders approve the employee incentive scheme known as the
"2004 ASX Plan" including amendment of the 2004 ASX Plan to provide that up to 200 million securities (the new "Plan
Pool") can be issued under the 2004 ASX Plan (unless issued under the 2018 ADS Plan) after the approval, as described in
the Memorandum which accompanied and formed part of the Notice of Meeting."
Voting Exclusion and
Restriction Statement:
The Company will disregard
any votes cast in favour of Resolution 4 by or on behalf of a person who is eligible to participate in the employee incentive scheme
or an associate of that person.
However, the Company need
not disregard a vote cast in favour of this resolution by:
Other than as set out below,
a vote on Resolution 4 must not be cast as proxy by a Restricted Voter.
A Restricted Voter may cast
a vote on this resolution as a proxy if either:
Shareholders who intend
to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on page
7 of this Notice of Annual General Meeting.
respect of this Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.