Full Press Release Details
ALTERITY THERAPEUTICS LIMITED
Notice of Annual General Meeting
and Explanatory Memorandum
| Time and Date of Meeting: | 9:00 am (AEDT) on Wednesday 29 th November 2023 Registration from 8:30 am |
| Location: | Level 3, 62 Lygon Street, Carlton, Victoria, 3053 |
Voting ahead of attending the Meeting
Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 9:00 am (AEDT) Monday, 27th November
2023. 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
If you wish 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.
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 LIMITED
Notice is given that the 2023 Annual
General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity") will be held at Level
3, 62 Lygon Street, Carlton, Victoria, 3053 on Wednesday, 29th November 2023 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 4 of this Notice of Annual General Meeting.
Shareholders who are unable to
attend the Annual General Meeting can watch it live via a listen only webcast at https://bit.ly/ATH-AGM-2023. Shareholders will not be
able to ask questions or vote via the listen only webcast. Shareholders can send questions ahead of the meeting to we-aualteritytherapeutics@we-
worldwide.com by Friday 24 November 2023.
consider the 2023 Annual Financial Statements of the Company in respect of the year ended 30 June 2023 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 2023 Annual Financial Statements.
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 2023 as disclosed in the Directors' Report
A voting exclusion statement applies to this Resolution.
To consider and, if thought fit, pass as an ordinary resolution,
"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."
To consider and, if thought fit, pass
as an ordinary resolution, the following:
"THAT Mr. Lawrence 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."
To consider and, if thought fit, pass
as an ordinary resolution, the following:
"THAT for the purposes of ASX
Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 23,479,200 fully paid ordinary shares at A$0.0076
(0.76 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
A voting exclusion statement applies
to this Resolution. Please see below.
To consider and, if thought fit, pass
the following as a special resolution:
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
A voting exclusion statement applies
to this Resolution. Please see below.
Further details in respect of these Resolutions are set
out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.
To consider any other business that may be brought before
the Meeting in accordance with the Constitution of the Company and the Corporations Act.
| By the order of the Board: | |
| Mr Phillip Hains | |
| Company Secretary | |
| Alterity Therapeutics Limited | |
| Dated: 31 October 2023 |
Voting Prohibition Statements
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution #4 - Ratification of prior issue of shares (Placement March 2023) | The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person. |
| Resolution #5 - Approval of 10% placement facility | The Company will disregard any votes cast in favour of Resolution 5 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. |
| However, the voting exclusions for Resolutions 4 and 5 do not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
ALTERITY THERAPEUTICS LIMITED
2023 ANNUAL GENERAL MEETING
PURPOSE OF INFORMATION
Memorandum ("this Memorandum") accompanies and forms part of the Company's Notice of the 2023 Annual General Meeting
("Meeting") to be held at Level 3, 62 Lygon Street, Carlton, Victoria, 3053 on Wednesday, 29 November 2023 at 9:00 am
(AEDT). The Notice of the 2023 Annual General Meeting ("the Notice") incorporates, and should be read together with,
The 2023 Annual Financial Statements,
comprising the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2023 will be laid before the meeting.
Shareholders will have the opportunity to ask questions about or make comments on the 2023 Annual Financial Statements and the management
of the Company. A representative of the auditor will be invited to attend to answer questions about the audit of the Company's 2023
Annual Financial Statements.
The Company's 2023 Annual Financial
Statements are set out in the Company's 2023 Annual Report which can be obtained from the Company's website, www.alteritytherapeutics.com
or upon request to the Company Secretary by email to phillip@thecfo.com.au or to the Company's registered office:
Level 3, 62 Lygon Street, Carlton, Victoria, 3053, Australia
(telephone +61 3 9824 5254).
There is no requirement for these reports
to be formally approved by Shareholders. No resolution is required to be moved in respect of this item.
Pursuant to the Corporations Act 2001 at the Annual General
Meeting of a listed company, the Company must propose a resolution that the Remuneration Report be adopted.
The purpose of this resolution is to
present to the Shareholders the Company's Remuneration Report so that Shareholders may ask questions about or make comments on the
management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on whether to adopt the Remuneration
Report for the year ended 30 June 2023.
This resolution is advisory only and does not
bind the Company. However, the Board will consider the outcome of the vote made by Shareholders on the remuneration report at the