Full Press Release Details
ALTERITY THERAPEUTICS LIMITED
of Annual General Meeting and Explanatory Memorandum
| Time and Date of Meeting: | 9:00 am (AEDT) on Friday 11 th November 2022 Registration from 8:30 am |
| Location: | Level 3, 62 Lygon Street, Carlton, Victoria, 3053 and virtually |
Shareholders are strongly encouraged
to vote by lodging a directed proxy appointing the Chairman before 9:00 am (AEDT) Wednesday, 9th November 2022. 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 are able to vote ahead of the Meeting via www.investorvote.com.au/Login using the control number of 1607.
To watch the webcast, ask questions
and vote on the day of the meeting, please visit https://meetnow.global/MLZYAYU. An online meeting guide is available at www.computershare.com.au/
virtualmeetingguide. Online registration will open 30 minutes before the meeting.
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.
Please note that if Government
directives or other restrictions prohibit physical meetings or make holding a physical meeting impractical, the Company may restrict in
person attendance. 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.
ALTERITY THERAPEUTICS LIMITED
Notice is given that the 2022 Annual
General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity") will be held at Level
3, 62 Lygon Street, Carlton, Victoria, 3053 and virtually on Friday, 11 November 2022 at 9:00 am (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 8 of this Notice of Annual General Meeting.
consider the 2022 Annual Financial Statements of the Company in respect of the year ended 30 June 2022 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 2022 Annual Financial Statements.
Resolution #1 - Non-binding resolution to adopt
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 2022 as disclosed in the Directors' Report
Voting Exclusion and Restriction
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 Voters"):
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.
If 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.
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 8 of this Notice of Annual General Meeting.
Further details in respect of Resolution
1 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
Resolution #2 - Re-Election of Director -
To consider and, if thought fit, pass
as an ordinary resolution, the following:
"THAT Mr. Brian Meltzer, 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 Memorandumaccompanying
this Notice of Annual General Meeting.
Resolution #3 - Approval to refresh and amend 2004
To consider and, if thought fit, pass
as an ordinary resolution, the following:
"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 240 million securities (the "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 3 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:
Proxy voting prohibition
Other than as set out
below, a vote on Resolution 3 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 8 of this Notice of Annual General Meeting.
Further details in respect
of this Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
Resolution #4 - Approval to refresh and amend 2018
To consider and, if thought fit, pass 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 "2018
ADS Plan" including amendment of the 2018 ADS Plan to provide that up to 240 million securities (the "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."
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.