Full Press Release Details
of Annual General Meeting and
Explanatory Memorandum
| Alterity Therapeutics Limited: | ACN 080 699 065 |
| Date of Meeting: | Friday 12 th November 2021 |
| Time of Meeting: | 9:00am (AEDT) Registration from 8:45am |
ahead of attending the Meeting
Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 9:00am (AEDT) Wednesday,
10th November 2021, rather than attending the meeting in person. Instructions for lodging proxies are included on your personalised
proxy form, or in the link that you received if you provided an email address. Alternatively, you will be able to vote ahead of the Meeting
via https://www.investorvote.com.au/Login using the control number of 135940. On the Meeting Day, you will be able to vote via
https://web.lumiagm.com/302530726 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 October 2021. 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.
on Notice and Attending: To attend the virtual Meeting, please register yourself 2 business days ahead of the Meeting date at https://alteritytherapeutics.zoom.us/webinar/register/WN_tnN_EaplQY6TQRaOz1cvlg.
If you intend to ask a question it is important to include your HIN/SIN in the registration. Only shareholders will be permitted to ask
questions with the option to submit in writing or ask verbally.
you have questions in advance of the meeting these can be directed to the Company Secretary, Mr Phillip Hains by email at info@alteritytherapeutics.com,
with subject header: "Attention to Company Secretary".
note that if Government directives or other restrictions prohibit physical meetings or make holding a physical meeting impractical, the
Company may restrict attendance to participation by Zoom only. 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 the Company will announce 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.
THERAPEUTICS LIMITED
is given that the 2021 Annual General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")
will be held virtually on Friday, 12 November 2021 at 9:00am (AEDT), for the purposes of considering and, if thought fit, passing each
of the resolutions referred to in this Notice of Annual General Meeting.
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.
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 6 of this Notice of Annual General
receive and consider the 2021 Annual Financial Statements of the Company in respect of the year ended 30 June 2021 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 2021 Annual Financial
consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report for the financial year ended 30 June 2021 as disclosed
in the Directors' Report is adopted."
Exclusion and Restriction Statement:
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
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.
you are a 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.
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.
closely related party of a member of the KMP means any of the following:
who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on
page 6 of this Notice of Annual General Meeting.
details in respect of Resolution 1 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass as an ordinary resolution, the following:
Mr. Geoffrey Kempler, 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."
details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass as an ordinary resolution, the following:
Mr. Tristan Edwards, 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."
details in respect of Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass as an ordinary resolution, the following:
Dr. David Sinclair, 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."
details in respect of Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 53,066,700 fully paid ordinary
shares at A$0.0504 (5.04 Australian cents) per share to unrelated professional, sophisticated and other investors exempt from the disclosure
requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice
of Annual General Meeting."
Exclusion and Restriction Statement:
Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who participated in the issue or is a counterparty
to the agreement being approval or an associate of that person.
the Company need not disregard a vote cast in favour of this resolution by:
details in respect of this Resolution 5 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 322,857,900 fully paid ordinary
shares at A$0.0532 (5.32 Australian cents) per share to unrelated professional, sophisticated and other investors exempt from the disclosure
requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice
of Annual General Meeting."
Exclusion and Restriction Statement:
Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who participated in the issue or is a counterparty
to the agreement being approval or an associate of that person.
the Company need not disregard a vote cast in favour of this resolution by:
details in respect of this Resolution 6 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider and, if thought fit, pass the following as a special resolution:
pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the Company may elect to issue equity securities
up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing
Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum which accompanied and formed part of this Notice
of Annual General Meeting."
Exclusion and Restriction Statement:
Company will disregard any votes cast in favour of Resolution 7 by or on behalf of a person who is expected to participate in, or who
will obtain a material benefit as a result of, the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities
in the Company) or an associate of that person.
the Company need not disregard a vote cast in favour of this resolution by:
who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions on
page 6 of this Notice of Annual General Meeting.
details in respect of this Resolution 7 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations
the order of the Board;