ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 Notice of Annual General Meeting and Explanatory Memorandum Time and Date of Meeting: 9.00am (AEDT) on Friday, 22 November 2024 Registration from 8.30am Location: Deloitte Au

THERAPEUTICS LIMITED

of Annual General Meeting

and Explanatory Memorandum

THERAPEUTICS LIMITED

is given that the 2024 Annual General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")

will be held at Deloitte Australia Offices, L30, 477 Collins Street, Melbourne VIC at 9.00am (AEDT) on Friday, 22 November 2024, 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 Chair as

proxy (including appointment by default) should have regard to Proxy and Voting Instructions on page 7 of this Notice of Annual General

receive and consider the 2024 Annual Financial Statements of the Company in respect of the year ended 30 June 2024 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 2024 Annual Financial

1 - Non-binding resolution to adopt Remuneration Report

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 2024 as disclosed

in the Directors' Report is adopted."

Prohibition - Corporations Act

vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

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 the way the proxy is to vote on Resolution 1. The Chair may also exercise undirected

proxies if the vote is cast on behalf of a person entitled to vote on Resolution 1 and the proxy appointment expressly authorises the

Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of members of the key management

personnel of the Company.

of the Company who are key management personnel whose remuneration details are included in the 2024 Remuneration Report, any other key

management personnel whose remuneration details are included in the 2024 Remuneration Report, or any of their closely related parties,

will not be able to vote on Resolution 1 or to vote undirected proxies held by them on Resolution 1.

2 - Re-Election of Director - Mr Geoffrey Kempler

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."

3 - Ratification of prior issue of shares (Placement July 2024)

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 75,220,800 fully paid ordinary

shares at A$0.0054 (0.54 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 Statement - ASX Listing Rules

Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue or is a counterparty

to the agreement being approved or any associate of that person.

this does not apply to a vote cast in favour of Resolution 3 by:

4 - Approval for issue of options - Mr Geoffrey Kempler

consider and, if thought fit, pass as an ordinary resolution, the following:

for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders

approve the issue of 60,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from

issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Geoffrey Kempler (and/or his nominee(s))

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting."

voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

5 - Approval for issue of options - Mr Lawrence Gozlan

consider and, if thought fit, pass as an ordinary resolution, the following:

for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders

approve the issue of 50,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from

issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Lawrence Gozlan (and/or his nominee(s))

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting."

voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

6 - Approval for issue of options - Mr Peter Marks

consider and, if thought fit, pass as an ordinary resolution, the following:

for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders

approve the issue of 30,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from

issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Peter Marks (and/or his nominee(s))

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting."

voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

7 - Approval for issue of options - Mr Brian Meltzer

consider and, if thought fit, pass as an ordinary resolution, the following:

for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders

approve the issue of 30,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from

issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Brian Meltzer (and/or his nominee(s))

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting."

voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

Exclusion Statement - ASX Listing Rules - Resolutions 4 to 7

Company will disregard any votes cast in favour of Resolutions 4 to 7 respectively by or on behalf of the person who is to receive the

securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit

solely by reason of being a holder of ordinary securities in the entity) and any of their associates.

this does not apply to a vote cast in favour of Resolutions 4 to 7 respectively by:

Prohibition - Chapter 2E of the Corporations Act - Resolutions 4 to 7

accordance with section 224 of the Corporations Act, a vote on Resolutions 4 to 7 (which seek shareholder approval for the purposes of

Chapter 2E of the Corporations Act) must not be cast (in any capacity) by or on behalf of:

the above does not prevent the casting of a vote if:

Voting Prohibition - Restricted Voters - Corporations Act - Resolutions 4 to 7

than as set out below, a vote on Resolutions 4 to 7 respectively must not be cast as proxy by a Restricted Voter (defined above).

Restricted Voter may cast a vote on Resolutions 4 to 7 respectively as a proxy if either:

8 - Approval of 10% Placement Issue

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 Statement - ASX Listing Rules

Company will disregard any votes cast in favour of Resolution 8 by or on behalf of any 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 by reason of being a holder of ordinary securities

in the entity) or any associate of that person.

this does not apply to a vote cast in favour of Resolution 8 by:

consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act.

details in respect of these Resolutions are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

the order of the Board: