Full Press Release Details
Notice of General Meeting
and Explanatory Memorandum
| Alterity Therapeutics Limited: | ACN 080 699 065 | ||
| Date of Meeting: | Thursday 3 rd September 2020 | ||
| Time of Meeting: | 10:30am (AEST) Registration from 10:15am |
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 10:30am (AEST)
Tuesday, 1st September 2020, rather than attending the meeting in person. Instructions for lodging proxies are included on your
personalised proxy form.
Arrangements for attendance
by Zoom, with the ability to ask questions, can be made by contacting the Company Secretary, Mr Phillip Hains, by email at info@alteritytherapeutics.com,
with subject header: "Attention to Company Secretary", at least 2 business days before the meeting. 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.
If you wish to attend
the meeting in person, or to appoint a proxy other than the Chairman to attend the meeting in person, please contact the Company
Secretary, Mr Phillip Hains, by email at info@alteritytherapeutics.com, with subject header: "Attention
to Company Secretary", at least 2 business days before the meeting so appropriate arrangements can be made having regard
to then applicable Covid-19 related restrictions.
Please 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 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.
This is an important document. It should
be read in its entirety.
If you are in doubt as
to the course you should follow, consult your financial or other professional adviser.
ALTERITY THERAPEUTICS
Notice is given that a
General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity") will be held
at (see page 1), on Thursday 3 September 2020 at 10:30am (Australian Eastern Standard Time), for the purposes of considering and,
if thought fit, passing each of the resolutions referred to in this Notice of General Meeting.
Further details in respect
of each of the resolutions proposed in this Notice of General Meeting are set out in the Explanatory Memorandum accompanying this
Notice of General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with,
and form part of, this Notice of General Meeting.
Please read this Notice
of 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 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 #8 of this Notice of General Meeting.
Please refer to the note on the front cover of this Notice of Meeting regarding Covid-19 related restrictions
and lodging proxies and/or attending by Zoom as alternatives to attending in person.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 3,814,380 fully paid ordinary
shares at a total value of USD 64,510 in a placement to shareholders under ADRs (American Depository Receipts) who were unrelated
professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act
on 21 November 2019 as described in the Memorandum which accompanied and formed part of the Notice of Meeting."
A voting exclusion statement
in respect of this Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 19,756,080 fully paid ordinary
shares at a total value of USD 267,330 in a placement to shareholders under ADRs (American Depository Receipts) who were unrelated
professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act
on 17 January 2020 as described in the Memorandum which accompanied and formed part of the Notice of Meeting."
A voting exclusion statement
in respect of this Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 7,042,920 fully paid
ordinary shares at an issue price of A$0.0175 (1.75 cents) per share in a placement to shareholders under ADRs (American
Depository Receipts) who were unrelated professional, sophisticated and other exempt investors that did not require
disclosure under Chapter 6D of the Corporations Act on 27 March 2020 as described in the Memorandum which accompanied and
formed part of the Notice of Meeting."
A voting exclusion statement in respect of this
Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 137,945,160 fully paid ordinary
shares at an issue price of A$0.0253 (2.53 cents) per share in a placement to shareholders under ADRs (American Depository Receipts)
who were unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the
Corporations Act on 25 May 2020 as described in the Memorandum which accompanied and formed part of the Notice of Meeting."
A voting exclusion statement
in respect of this Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 47,646,000 fully paid ordinary
shares at an issue price of A$0.0328 per share in a placement to shareholders under ADRs (American Depository Receipts) who were
unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations
Act on 2 July 2020 as described in the Memorandum which accompanied and formed part of the Notice of Meeting."
A voting exclusion statement
in respect of this Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
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 157.5 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."
A voting exclusion statement
in respect of this Resolution is set out below.
To consider and, if thought
fit, to pass the following resolution as an ordinary resolution:
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 "2018 ADS Plan" including amendment of the 2018 ADS Plan to provide that up to 157.5 million securities
(the new "Plan Pool") can be issued under the 2018 ADS Plan (unless issued under the 2004 ASX Plan) after the approval,
as described in the Memorandum which accompanied and formed part of the Notice of Meeting."
A voting exclusion statement
in respect of this Resolution is set out below.