of Annual General Meeting and Explanatory Memorandum

of Annual General Meeting and Explanatory Memorandum

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.

THERAPEUTICS LIMITED

is given that the 2019 Annual General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")

will be held at the Adina Apartment Hotel, 189 Queen Street, Melbourne, VIC 3000 on Tuesday 26th November 2019 at 9:30am (Australian

Eastern Daylight Time), 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 Chairman as proxy (including appointment by default) should have regard to Proxy and Voting Instructions on page 5 of this

Notice of Annual General Meeting.

Annual Financial Statements

receive and consider the 2019 Annual Financial Statements of the Company in respect of the year ended 30 June 2019 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

2019 Annual Financial Statements.

Resolution - Resolution #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 2019

as disclosed in the Directors' Report is adopted."

Exclusion and Restriction Statement:

vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of any of the following persons (referred to herein as

"Restricted Voters"):

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 how the proxy is to vote on the Resolution 1. The Chairman

may also exercise undirected proxies if the vote is cast on behalf of a person entitled to vote and the proxy appointment expressly

authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of

you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that

will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that

apply to you under the Corporations Act.

are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, whether

directly or indirectly. Members of KMP include its directors and certain senior executives.

closely related party of a member of the KMP means any of the following:

who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions

on page 5 of this Notice of Annual General Meeting.

details in respect of Resolution 1 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

Resolution - Resolution #2 - Re-Election of Director - Mr. Brian Meltzer

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

Mr. Brian Meltzer, 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."

details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

Resolution - Resolution #3a - Ratification of prior issue of shares

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 12,824,100 fully paid

ordinary shares at a total value of USD 461,010 in a placement to shareholders under ADRs (American Depository Receipts) who were

unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations

Act on 21 March 2019, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General

Resolution - Resolution #3b - Ratification of prior issue of shares

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 7,962,060 fully paid

ordinary shares at a total value of USD 191,912 in a placement to shareholders under ADRs (American Depository Receipts) who were

unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations

Act on 31 July 2019, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General

Company will disregard any votes cast in favour of resolutions 3a and 3b by or on behalf of:

the Company will not disregard a vote on resolutions 3a and 3b if it is cast by:

details in respect of Resolution 3a and 3b are set out in the Explanatory Memorandum accompanying this Notice of Annual General

Resolution - Resolution #4 - 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 the Notice of Annual General Meeting."

Exclusion and Restriction Statement:

Company will disregard any votes cast in favour of Resolution 4 by 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.

the Company need not disregard a vote cast on the resolution if:

who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions

on page 5 of this Notice of Annual General Meeting.

details in respect of this Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

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

the order of the Board;

Therapeutics Limited

accompanying Explanatory Memorandum, Proxy Form

Voting Instructions form part of this Notice of Annual General Meeting.

AND VOTING INSTRUCTIONS

THERAPEUTICS LIMITED

ANNUAL GENERAL MEETING

Explanatory Memorandum ("this Memorandum") accompanies and forms part of the Company's Notice of the 2019

Annual General Meeting ("Meeting") to be held at Adina Apartment Hotel, 189 Queen Street, Melbourne, VIC 3000

on Tuesday 26th November 2019 at 9:30am (Australian Eastern Daylight Time).

Notice of the 2019 Annual General Meeting ("the Notice") incorporates, and should be read together with, this

Annual Financial Statements

2019 Annual Financial Statements, comprising the Financial Report, Directors' Report and Auditor's Report for the year ended 30

June 2019 will be laid before the meeting. Shareholders will have the opportunity to ask questions about or make comments on the

2019 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 2019 Annual Financial Statements.

Company's 2019 Annual Financial Statements are set out in the Company's 2019 Annual Report which can be obtained from

the Company's website, www.alteritytherapeutics.com or upon request to the Company Secretary at the Company's registered

3, 62 Lygon Street, Carlton, Victoria, 3053, Australia (telephone +61 3 9824 5254).

is no requirement for these reports to be formally approved by Shareholders. No resolution is required to be moved in respect

Resolution - Resolution #1: Non-binding Resolution - Remuneration Report

to the Corporations Act 2001 at the Annual General Meeting of a listed company, the Company must propose a resolution that the