Full Press Release Details
THERAPEUTICS LIMITED
of Extraordinary General Meeting and Explanatory Memorandum
| Time and Date of Meeting: | 10.00 am (AEDT) Friday 29 December 2023 Registration from 9:30 am |
| Location: | Level 3, 62 Lygon Street, Vic, 3053 |
| Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 10:00 am (AEDT) Wednesday 27 December 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 of 133513 . |
| 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. |
THERAPEUTICS LIMITED
is given that the Extraordinary General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")
will be held at Level 3, 62 Lygon Street, Carlton on 29 December 2023 at 10.00 am (AEDT), for the purposes of considering and, if thought
fit, passing each of the resolutions referred to in this Notice of Extraordinary General Meeting.
details in respect of each of the resolutions proposed in this Notice of Extraordinary General Meeting are set out in the Explanatory
Memorandum accompanying this Notice of Extraordinary General Meeting. The details of the resolutions contained in the Explanatory Memorandum
should be read together with, and form part of, this Notice of Extraordinary General Meeting.
read this Notice of Extraordinary 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 Extraordinary 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 5 of this Notice
of Extraordinary General Meeting.
consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the ratification of the prior issue of 362,462,762
fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional
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 Extraordinary General Meeting."
voting exclusion statement applies to this Resolution. Please see below.
consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 980,394,381 fully paid ordinary shares
at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional 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 Extraordinary General Meeting."
voting exclusion statement applies to this Resolution. Please see below.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of:
unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as
free-attaching to fully paid ordinary shares the subject of Resolutions 1 and 2 of the Notice of Extraordinary General Meeting, as described
in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting."
voting exclusion statement applies to this Resolution. Please see below.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of:
unrelated eligible shareholders pursuant to a security purchase plan as described in the Explanatory Memorandum which accompanied and
formed part of the Notice of Extraordinary General Meeting."
voting exclusion statement applies to this Resolution. Please see below. The Company has applied to ASX for a waiver of Listing Rule
7.3.9 which is being considered by ASX. Further details are set out below.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
Peter Marks (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary
voting exclusion statement applies to this Resolution. Please see below.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
Brian Meltzer (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary
voting exclusion statement applies to this Resolution. Please see below.
consider and, if thought fit, pass as an ordinary resolution, the following:
for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue
Lawrence Gozlan (and/or his nominee(s)) as described in the Explanatory Memorandumwhich accompanied and formed part of the Notice of
Extraordinary General Meeting."
voting exclusion statement applies to this Resolution. Please see below.
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:
Therapeutics Limited
Dated: 30 November 2023
Exclusion Statements
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:
| (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. |
| (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. |
| (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. |
| (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. |
| (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. |
Shareholder who is entitled to attend and vote at this meeting may appoint:
more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights.
If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes,
in which case any fraction of votes will be disregarded.
proxy may, but need not, be a member of the Company.
a Shareholder appoints two proxies, on a show of hands, neither proxy may vote if more than one proxy attends and on a poll each proxy
may only exercise votes in respect of those shares or voting rights the proxy represents.
may be lodged using any of the following methods:
| - | online by visiting www.investorvote.com.au | |
| - | by returning a completed Proxy Form by post to: Computershare Investor Services, GPO Box 242, Melbourne, Victoria, 3001 | |
| - | by faxing a completed Proxy Form to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); | |
| - | for intermediary online subscribers only (custodians), submit your voting intentions via www.intermediaryonline.com |
less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in
the proxy form proposes to vote.
proxy form must be signed by the Shareholder (or in the case of a joint holding, by each joint holder) or his/her attorney duly authorised
in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation
must be executed in accordance with the laws of that corporation's place of incorporation.
you sign the proxy form and do not appoint a proxy, you will have appointed the Chairman of the meeting as your proxy.
appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this meeting and voting personally.
If the Shareholder votes on a resolution, the proxy must not vote as the Shareholder's proxy on that resolution. A proxy form is
attached to this Notice.
the Chairman will vote undirected proxies
to the restrictions set out in the Notice, the Chairman of the meeting will vote undirected proxies on, and in favour of, all of the
proposed resolutions.
corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal
or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory
to the Chairperson of the meeting) a natural person to act as its representative at any general meeting.
representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of
the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed.
Proof of identity will also be required for corporate representatives and attorneys.
the purposes of section 1074E(2)(g)(i) of theCorporations Act and Regulation 7.11.37 of the Corporations Regulations, the Board has determined
that Shareholders entered on the Company's Register of Members as at Wednesday 27 December 2023 at 7:00 pm (AEDT) are entitled
to attend and vote at the meeting. Transactions registered after that time will be disregarded in determining the Shareholders entitled
to attend and vote at the meeting.