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CONSTITUTION OF ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 (amended by special resolutions of shareholders on 18 November 2020 and 11 November 2022) Contents Clause Number Heading Page 1. Preliminary 1 1.1 Definitions

Wednesday, November 16, 2022 6 min read
Key Takeaway: ALTERITY THERAPEUTICS LIMITED (amended by special resolutions of shareholders on 18 November 2020 and 11 November 2022) Clause Number Heading Page 1. Preliminary 1 1.1 Definitions 1 1.2 Corporations Act and Listing Rules definitions 2 1.3 Interpretation 2 1.4 Repla

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ALTERITY THERAPEUTICS LIMITED
(amended by special resolutions
of shareholders on 18 November 2020 and 11 November 2022)
Clause Number Heading Page
1. Preliminary 1
1.1 Definitions 1
1.2 Corporations Act and Listing Rules definitions 2
1.3 Interpretation 2
1.4 Replaceable rules not to apply 3
1.5 Constitution subject to the Act 3
1.6 Listing Rules, ACH Clearing Rules and ASTC Settlement Rules only have effect if Company is listed 3
1.7 Constitution subject to Listing Rules if Company is listed 3
2. Share Capital 4
2.1 Allotment and issue of Shares under control of Directors 4
2.2 Company may issue preference Shares 4
2.3 Redeemable preference Shares 4
2.4 Rights of holders of preference Shares 4
2.5 Interest on share capital 5
2.6 Brokerage or commission 5
2.7 Joint Holders 5
2.8 Recognition of trusts or other interests 5
3. Certificates 6
3.1 Certificated holdings 6
3.2 Issue of certificates 6
3.3 Entitlement of Member to certificate 6
3.4 Certificate for joint holders 6
3.5 Cancellation of certificate on transfer 6
3.6 Replacement of certificates 6
4. CHESS 7
4.1 Participation in CHESS 7
4.2 Compliance with ACH Clearing Rules and ASTC Settlement Rules 7
4.3 Registers 7
4.4 No interference with proper transfer 7
5. Lien over Shares 7
5.1 Lien 7
5.2 Extent of lien 8
5.3 Exemption from lien 8
5.4 Sale under lien 8
5.5 Proceeds of sale of Shares sold under lien 8
5.6 Transfer on sale under lien 8
6. Calls 8
6.1 Directors may make calls 8
6.2 Notice of calls 9
6.3 Difference in terms of issue as to calls 9
6.4 Fixed payments deemed calls 9
6.5 Interest on sums not paid 9
6.6 Payment of calls 9
6.7 Proof of calls 9
6.8 Prepayment of calls 9
7. Forfeiture of Shares 10
7.1 Forfeiture upon non-payment of calls 10
7.2 Evidence of forfeiture 10
7.3 Effect of forfeiture 10
7.4 Sale of forfeited Share 10
7.5 Proceeds of sale 11
7.6 Redemption of forfeited Shares 11
7.7 Surrender of Shares 11
8. Transfer of Shares 11
8.1 Transfer document 11
8.2 Registration procedure 11
8.3 Registration of transfer 12
8.4 Restrictions on transfer 12
8.5 Notice of refusal to register 12
8.6 Transfer not complete until name entered in the Register 12
8.7 More than 3 persons registered 12
9. Transmission of Shares 13
9.1 Death of a Member 13
9.2 Transmission on death or bankruptcy 13
9.3 Election as to registration on transmission 13
10. Alteration of capital 13
10.1 Company's power to alter capital 13
10.2 Reduction of capital 13
10.3 Power to buy Shares 13
11. Variation or cancellation of rights 14
11.1 Variation or cancellation of rights of class of Shares 14
11.2 No consent or sanction required for redemption 14
11.3 No variation by issue of further Shares ranking equally 14
12. Restricted Securities 15
13. Proportional takeover bids 15
13.1 Definitions 15
13.2 Prohibition on registration of transfer unless takeover scheme approved 16
13.3 Approving resolution 16
13.4 Entitlement to vote on approving resolution 16
13.5 Bidder and associates not entitled to vote 16
13.6 Approving resolution passed 16
13.7 General meeting provisions to apply 16
13.8 Meeting to be held before approving resolution deadline 16
13.9 Notice as to whether approving resolution is passed 16
13.10 Approving resolution deemed to have been passed 17
13.11 Effect of this clause 17
14. Unmarketable parcels 17
14.1 Definitions 17
14.2 Notice to Unmarketable Parcel Holder 17
14.3 Revocation or withdrawal of notice 17
14.4 Sale of Unmarketable Parcels 18
14.5 Company may not sell below Authorised Price 18
14.6 Company to pay all costs 18
14.7 Title of purchaser of Unmarketable Parcel 18
14.8 Remedy of Unmarketable Parcel Holder 18
14.9 Evidence of sale in accordance with this clause 18
14.10 Receipt of proceeds of sale 19
14.11 Company to deal with proceeds of sale 19
14.12 Overriding effect of this clause 19
14.13 Clause ceases to have effect following announcement of takeover bid or takeover announcement 19
14.14 Clause may be invoked only once in any 12 Month period 19
15. General meetings 19
15.1 Annual general meetings 19
15.2 General meetings 20
15.3 Members may requisition meeting 20
15.4 Notice of general meeting 20
15.5 Contents of notice of general meeting 20
15.6 Omission to give notice 21
16. Proceedings at general meeting 21
16.1 Member deemed to be present 21
16.2 Attorney of Member 21
16.3 Representative of body corporate 21
16.4 Quorum for general meeting 21
16.5 No quorum 21
16.6 Chairman of general meeting 21
16.7 Powers of chairman 22
16.8 Adjournment of general meeting 22
16.9 Notice of adjourned meeting 22
17. Voting 22
17.1 Resolution determined by majority 22
17.2 Casting vote of chairman 22
17.3 Method of voting 22
17.4 Demand for poll 22
17.5 Conduct of poll 23
17.6 Votes 22
17.7 Direct Voting 23
17.8 Voting if call unpaid on Shares 23
17.9 Voting by joint holders 24
17.10 Voting by transmittee 24
17.11 Voting by Member of unsound mind 24
17.12 Voting exclusions 24
17.13 Ruling on entitlements and votes 25
18. Proxies 25
18.1 Instrument appointing proxy 25
18.2 Deposit of proxy with company 25
18.3 Presence of Member 25
18.4 Validity of vote given in accordance with proxy 25
18.5 Form of proxy 25
19. Directors 26
19.1 Number of Directors 26
19.2 No Share qualification 26
19.3 Election of Directors by company 26
19.4 Directors may fill casual vacancies or appoint additional Directors 26
19.5 Eligibility for election as a Director 26
19.6 Alternate Director 26
19.7 Auditor cannot be Director 27
20. Director's tenure of office 27
20.1 Directors' tenure of office 27
20.2 Retirement by rotation 27
20.3 Retiring Director eligible for re-election 28
20.4 Removal of Director by the Company 28
20.5 Vacation of office 28
21. Director's remuneration 28
21.1 Remuneration for non-executive directors 28
21.2 Additional remuneration for extra services 29
21.3 Remuneration to be in accordance with Listing Rules 29
21.4 Expenses of Directors 29
22. Director's contracts 29
22.1 Directors not disqualified from holding office or contracting with Company 29
22.2 Director can act in professional capacity 29
22.3 Director not to vote on contract in which it has a material personal interest 30
22.4 Directors to declare interest 30
22.5 Directors to declare potential conflicts 30
22.6 Secretary to record declarations of Directors 30
23. Powers of Directors 30
23.1 Powers of Directors 30
23.2 Powers to borrow or raise money 30
23.3 Directors may vote Shares in other corporations 31
23.4 Agent or attorney 31
23.5 Sub-delegation of powers 31
24. Executive directors 31
24.1 Managing director 31
24.2 Directors may confer powers on executive directors 31
24.3 Remuneration of executive directors 31
25. Proceedings of Directors 32
25.1 Board meetings 32
25.2 Director to be regarded as present at meeting 32
25.3 Place of meeting 32
25.4 Convening of Directors meeting 32
25.5 Notice of meeting 32
25.6 Directors may act notwithstanding vacancy 32
25.7 Quorum for Board meetings 32
25.8 Meeting competent to exercise all powers 32
25.9 Chairman of Board meetings 33
25.10 Documents tabled at meeting 33
25.11 Questions to be decided by majority 33
25.12 Votes of alternate directors 33
25.13 Equality of Votes 33
25.14 Resolution in writing 33
25.17 Committee powers and meetings 34
25.15 Validity of acts of Directors 34
26. Secretary 34
27. Minutes and registers to be kept 34
27.1 Minutes 34
27.2 Minutes to be signed by chairman 35
27.3 Registers 35
27.4 Branch registers 35
28. The Seal 35
28.1 Use of common seal 35
28.2 Duplicate seals 35
28.3 Share seal 35
28.4 Affixing the Share seal 36
29. Negotiable instruments 36
30. Reserves 36
30.1 Reserves 36
30.2 Carry forward of profits 36
30.3 Revaluation of assets 36
31. Dividends 36
31.1 Power to determine and declare dividends vested in Directors 36
31.2 Apportionment of dividends 37
31.3 Dividends only payable out of profits 37
31.4 Dividend payable by distribution of assets 37
31.5 Dividends may be payable in foreign currency 37
31.6 No interest payable on dividends 37
31.7 Directors may retain certain dividends 37
31.8 Directors may deduct from dividends money payable to Company 38
31.9 Payment of dividends 38
31.10 Unclaimed dividends 38
31.11 Dividend Reinvestment Plan 38
31.12 Amendment of Dividend Reinvestment Plan 38
32. Capitalisation of profits 38
32.1 Capitalisation of profits 38
32.2 Directors powers in relation to capitalisation of profits 39
33. Financial statements 39
33.1 Financial records 39
33.2 Financial, Director's and auditor's reports to be laid before annual general meeting 39
33.3 Financial statements and reports 39
34. Audit 39
34.1 Auditors 39
34.2 Financial statements to be audited 40
34.3 Register to be audited 40
35. Inspection of records 40
36. Notices 40
36.1 Service of notices by Company 40
36.2 Listing Rules and ASTC Rules 40
36.3 Posting notices to overseas Members 40
36.4 Notices to joint holders 40
36.5 Notice deemed to be served 40
36.6 Service by post 41
36.7 Notices to Members whose whereabouts unknown 41
36.8 Notices binding on transferees 41
36.9 Notice to deceased or bankrupt Members 41
36.10 Signing of notices 41
36.11 Counting of days 41
37. Winding up 42
37.1 Distribution of surplus assets 42
37.2 Fee or commission paid to liquidator to be approved in general meeting 42
37.3 Distribution in specie 42
38. Indemnity and insurance 42
38.1 Indemnity 42
38.2 Insurance 43
A Company Limited by Shares
Alterity Therapeutics Limited
In this Constitution, unless the context otherwise requires:
"Act" means the Corporations Act 2001
"ACH" means the Australian Clearing House
Pty Ltd [ACN 001 314 503];
"ACH Clearing Rules" means the
ACH Clearing Rules as amended from time to time;
"ASIC" means Australian Securities and Investments Commission or
any other successor body;
"ASTC" means the ASX Settlement and Transfer Corporation Pty Ltd [ACN 008 504 532];
Settlement Rules" means the operating rules of ASTC and, to the extent that they are applicable, the operating rules of ASX
and the operating rules of the Australian Clearing House Pty Limited;
"ASX" means ASX Limited
Directors acting as a Board of Directors;
Clearing House Electronic Sub-register System established and operated by;
"CHESS approved securities"
means securities approved by ACH and ASTC in accordance with the ACH Clearing Rules and the ASTC Settlement Rules;
"Company" means Alterity
Therapeutics Limited [ACN 080 699 065];
"Constitution" means
the constitution of the Company for the time being in force;
"Directors" means the directors of the
Company from time to time;
"Financial Year" has the meaning given
to the term "financial year" in the Act;
means the Listing Rules of the ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List,
each rule as amended or replaced from time to time, except to the extent of any express written waiver by ASX;
a person who is entered in the Register as the holder of Shares in the capital of the Company;
"Month" means calendar month;
"Office" means the registered office for
the time being of the Company;
"Official List" means the official list
of entities that ASX has admitted and not removed;
the registers and/or subregisters of Members to be kept pursuant to the Act and the Listing Rules and includes a branch register and CHESS
"Related Body Corporate"
has the same meaning given to the term "related body corporate" in the Act;
"Resolution" means a resolution other than
a Special Resolution;
"Restricted Securities" has the same meaning
given to it in the Listing Rules;
the common seal of the Company (if any) or, where appropriate, the duplicate seal or the official seal;
a person appointed as secretary of the Company and also includes any person appointed to perform the duties of secretary on a temporary
basis and any duly appointed assistant secretary;
"Shares" means shares in the capital of
"Special Resolution" has the same meaning
given to the term "special resolution" in the Act.
In this Constitution, unless
the context otherwise requires, an expression defined in, or given a meaning for the purposes of, the Act or the Listing Rules, has the
same definition or meaning in this Constitution to the extent that it relates to the same matter for which it is defined or given a meaning
in the Act or the Listing Rules.
In this Constitution, unless the context otherwise requires:
To the maximum extent permitted
by the Act, the provisions of the Act that apply as replaceable rules do not apply to the Company.
This Constitution is subject to
the Act and where there is any inconsistency between a clause of this Constitution and the Act, the Act prevails to the extent of the
In this Constitution, a reference
to the Listing Rules, the ACH Clearing Rules or the ASTC Settlement Rules is to have effect only if at the relevant time the Company is
admitted to the Official List and is otherwise to be disregarded.
A reference to the Listing Rules
shall be read as if the words "if applicable" appeared immediately thereafter, and shall apply only if the Company is admitted
to the Official List or any securities of the Company are quoted on ASX. If the Company is not admitted to the Official List or no securities
of the Company are quoted on ASX, the reference to the Listing Rules (and any requirement that a provision be construed or applied subject
to or in accordance with the Listing Rules) shall be disregarded.
If the Company is admitted to the Official
List the following clauses apply:
The allotment and issue of Shares
is under the control of the Directors. Subject to the Act and the Listing Rules, the Directors:
The Company may not issue any
preference Shares unless the rights and restrictions attaching to those preference Shares are set out in this Constitution or in a Special
The Company may issue preference
Shares which are, or at the option of the Company are to be, liable to be redeemed. The terms upon which and the manner in which any redemption
is to be effected must, if permitted by law, be specified in the conditions of issue of the preference Shares.
All preference Shares issued by the
Company confer on the holders of those preference Shares:
The Company is authorised to pay
interest on share capital in the circumstances and on the conditions provided for in the Act.
Subject to the provisions and restrictions
contained in the Act and the Listing Rules, the Company may pay brokerage or commission to any person in consideration of the person subscribing
or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company or for procuring or agreeing to procure subscriptions
(whether absolutely or conditionally) for any Shares in the Company. Any brokerage or commission may be paid or satisfied in cash, Shares,
debentures or debenture stock of the Company or otherwise.
Where 2 or more persons are registered
as the holders of any Share, they are deemed to hold the Share as joint tenants with benefits of survivorship, subject to the following
Subject to the provisions of the
Act, the Company is entitled to treat the registered holder of any Shares as the absolute owner of those Shares and, accordingly, the
Company is not bound to recognise (whether or not it has notice):
The provisions of this clause
3 apply only to the extent that the Company is required by the Act, the Listing Rules, the ACH Clearing Rules or the ASTC Settlement Rules
to issue certificates for Shares or other marketable securities of the Company, and then only for those Shares or other marketable securities
for which certificates are required to be issued.
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Last updated: Nov 16, 2022