Alterity Therapeutics Limited Corporate Governance Statement 30 June 2024 This Corporate Governance Statement of Alterity Therapeutics Limited (the "Company") is prepared in accordance with ASX Listing Rule 4.10.3. It is

Therapeutics Limited

Corporate Governance Statement of Alterity Therapeutics Limited (the "Company") is prepared in accordance with ASX Listing

Rule 4.10.3. It is for the financial year ended 30 June 2024 and is accurate and up to date as at 26 September 2024 and has been approved

1: Lay solid foundations for management and oversight

Principle 2: Structure the Board to add value

3: Act ethically and responsibly

4: Safeguard integrity in corporate reporting

Principle 5: Make timely and balanced disclosure

Principle 6: Respect the rights of shareholders

Principle 7: Recognise and manage risk

8: Remunerate fairly and responsibly

Board and Management of the Company are committed to maintaining high standards of ethics, integrity and statutory compliance in all

Company dealings, and all dealings of its controlled entities, collectively referred to as the "Group".

Corporate Governance Statement describes the Company's Corporate Governance Framework in accordance with the ASX Corporate

Governance Council's Corporate Governance Principles and Recommendations (4 Edition) published on 27 February 2019 ("the

ASX Principles and Recommendations"), by reference to each of the stated principles. The Corporate Governance Statement

identifies where certain recommendation were not followed for the entire reporting period.

Corporate Governance Statement complements, and should be read in conjunction with, information contained in the Company's Annual

Report and governance documents, which are available on the Company's website at alteritytherapeutics.com.

1: Lay solid foundations for management and oversight

Board is responsible for the overall governance, management and strategic direction of the Company. The responsibilities of the Board

are described in the Board Charter, which is available at alteritytherapeutics.com/investors/corporate-governance.

Management is responsible for the day-to-day operation of the Company, which it undertakes within a framework of specific delegated authority

and approval limits.

Board undertakes appropriate checks before appointing a person as a Director, or putting forward to shareholders a candidate for election

as a Director. The Company provides shareholders with all material information in its possession relevant to a decision on whether or

not to elect or re-elect a director. The Company has a written agreement with each Director and senior executive setting out the terms

of their appointment.

Directors have access to the Company Secretary, who is appointed and dismissed by the Board. The Company Secretary is accountable to

the Board, through the Chair, on all governance matters and the proper functioning of the Board.

Board considers the ongoing development and improvement of its own performance, the performance of Board committees and individual directors

and as critical to effective governance.

Board utilises an online, confidential Board performance review questionnaire as part of its Board performance review. The performance

of the Board, Board committees and individual directors is reviewed at least every year by the Board as a whole, and assists with the

review of the current and anticipated future composition and skills mix of the directors of the Company. A performance review as described

above occurred during the reporting period.

performance of each executive is formally assessed each year and reviewed by the Remuneration Committee and the Board. Details are contained

in the Remuneration Report, which is included in the Annual Report available at alteritytherapeutics.com/investors/financial-information.

Company values diversity amongst its personnel and the valuable contribution that diversity can make to the Company.

Company is an equal opportunity employer and aims to recruit staff at all levels from as diverse a pool of qualified candidates as reasonably

possible based on their skills, qualifications, and experience. Executive and Board positions are filled by the best candidates available

without bias or discrimination.

Board believes that multicultural diversity and other diversity factors are equally important as gender diversity within the organisation.

The Board has not set measurable objectives with regard to gender diversity as the Board is currently satisfied with the level of diversity

within the Company, noting the very small number of personnel in the organisation.

Company will consider diversity objectives in the future.

diversity of the Company's workforce at 30 June 2024 appears in the table below.

Company is below the threshold of 100 employees for reporting under the Workplace Gender Equality Act 2012.

2: Structure the Board to add value

noted in response to Principle 1: Lay solid foundations for management and oversight' above, the Board operates in accordance

with its charter which is available at alteritytherapeutics.com/investors/corporate-

is Board policy that a majority of Non-Executive Directors, including the Chairman, should be independent and free of any relationship

that may conflict with the interests of the Company.

Director is required to provide advance notice of any actual or potential conflict of interest relating to business planned to be

considered by the Board.

Skills, experience, expertise of each director

noted in response to Principle 1 above, the Board annually reviews its own composition, skills and capability. The Company encourages

and supports directors to maintain and expand their own professional development consistent with the needs of the Company. The Company

has a programme for inducting new directors.

of each current Director's skills, experience and expertise is set out in the directors' report along with the term of office held

by each of the directors and whether the Company considers the director to be independent.

Board skills and experience matrix reflect the skills and experience of the Directors in office at the date of this report.

Board has established Board Committees to provide for more detailed analysis of key issues and interaction with Management. Each Committee

reports its recommendations to the next Board meeting. The current Committees are:

The charter for each Committee

is available within the Board Charter at alteritytherapeutics.com/investors/corporate-governance.

Board has not established a separate Nomination Committee. Given the current size and composition of the Board, the Board believes that

there would be no benefit in establishing a separate Nomination Committee with effectively the same members as the Board. Accordingly,

the Board performs the role of a Nomination Committee to ensure that the Board has the appropriate balance of skills, knowledge, experience,

independence and diversity to enable it to discharge its duties and responsibilities effectively.

Audit Committee comprises at least two members, both of whom are independent Non-Executive Directors, and it is chaired by an independent

Director who is not the Chair of the Board.

role of the Audit Committee is to assist and advise the Board on matters relating to:

CEO attends Audit Committee meetings by invitation.

Remuneration Committee

Remuneration Committee comprises at least two members, all of whom are independent Non-Executive Directors, and it is chaired by an independent

Director who is not the Chair of the Board.

primary role of the Remuneration Committee is to assist and advise the Board on matters relating to:

The CEO attends Remuneration Committee meetings

at meetings and engagement with the business

of the number of scheduled meetings of the Board and each standing Committee during the year, and each Director's attendance at

those meetings, are set out in the Directors' Report contained in the Annual Report, available at alteritytherapeutics.com/investors/financial-information.

Director has a standing invitation to attend any Committee meeting and to receive Committee papers.

professional advice and access to Company information

specified in the Board Charter and individual letters of appointment, Directors have the right of access to all Company information and

to the Company's Management. Subject to prior consultation with the Chairman, Directors may seek independent advice, at the Company's

expense, on any issue of particular concern from a suitably qualified adviser.

are in place to record and publicly report each Director's shareholdings in the Company, as disclosed annually in the Directors'

Report, available at alteritytherapeutics.com/investors/financial-

information. Changes in Directors' shareholdings

during the year are reported to the ASX in accordance with the Listing Rules.

3: Act ethically and responsibly

Board and Management are committed to maintaining an organisational culture where the Company acts lawfully, ethically and responsibly.

and employees of the Company are required to act lawfully, ethically and responsibly in accordance with the highest standards of honesty

and integrity in such a way as to safeguard and protect the performance and reputation of the Company.

Company will articulate and disclose its values in the future.