Notice of Annual Shareholders Meeting 2018
Dear Shareholders of Akari Therapeutics, Plc:
You are cordially invited to attend (and notice is hereby given of) the annual general meeting (the “Annual General Meeting ”) of the shareholders of Akari Therapeutics, Plc, (“Akari ” or the “Company ”), to be held at 2.00 p.m., local time, on September 19, 2018, at Duke Room, First Floor, Chandos House, 2 Queen Anne Street W1G 9LQ for the purpose of considering and, if thought fit, passing the following resolutions:
Resolutions 1 to 13 will be proposed as ordinary resolutions
1. To receive the reports of the Directors and the accounts for the year ended December 31, 2017, together with the report of the statutory auditor and the strategic report.
2. To receive and adopt the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy).
3. To re-elect Stuart Ungar, M.D. as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
4. To re-elect James Hill, M.D. as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
5. To re-elect David Byrne as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
6. To re-elect Donald Williams as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
7. To re-elect Peter Feldschreiber as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
8. To re-elect Michael Grissinger as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles of Association of Akari.
9. To re-elect Ray Prudo as a director of Akari, as a Class C Director as stated in Article 18.2.3 of the Articles of Association of Akari.
10. To ratify the appointment of BDO USA, LLP, as independent registered public accounting firm of Akari for the year ending December 31, 2018.
11. To re-appoint Haysmacintyre, as statutory auditors of Akari to hold office until the conclusion of the next annual general meeting at which accounts are laid before Akari shareholders.
12. To authorize the audit committee of the Board of Directors of Akari to fix the statutory auditors’ remuneration.
13. To generally and unconditionally authorize an increase in the number of shares available for the grant of awards to 183,083,207 ordinary shares under the Company’s 2014 Equity Incentive Plan (the “2014 Plan ”).
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, as amended, the Company specifies that entitlement to attend and vote at the Annual General Meeting, and the number of votes which may be cast at the Annual General
Meeting, will be determined by reference to the Company’s register of members at 6.30 p.m. (London time) on September 17, 2018 or, if the Annual General Meeting is adjourned, at 48 hours before the time of the adjourned Annual General Meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded. The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual General Meeting. After careful consideration, our Board of Directors has unanimously approved the proposals and recommends that you vote FOR each proposal described in the accompanying
Proxy Statement.
The Company’s principal executive offices are located at 75/76 Wimpole Street, London W1G 9RT. The UK registered office of Akari Therapeutics, Plc is currently at 42 – 50 Hersham Road, Walton-on-Thames, Surrey KT12 1RZ, United Kingdom (and with effect from August 20, 2018 is at Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, United Kingdom). Except as set out in this Notice, any communication with the Company in relation to the Annual General Meeting, should be sent to the Company’s Registrar, SLC Registrars, Elder House, St Georges Business Park, 207 Brooklands Road, Weybridge, Surrey KT13 0TS, United Kingdom. No other means of communication will be accepted. In particular, you may not use any electronic address provided within this notice or in any related documents (including the annual report and accounts for the period ended 31 December 2017 or the Form of Proxy) to communicate with the Company.
A copy of the Statutory Accounts (including the Directors’ Remuneration Report and the Directors’ Remuneration Policy) can be accessed by visiting the Akari website at http://investor.akaritx.com/.
Your vote is important. The affirmative vote (on a show of hands or a poll) of shareholders present in person or by proxy in accordance with the requisite majority set forth in the accompanying Proxy Statement is required for approval of Resolutions Nos. 1 through 13. We encourage you to read this proxy statement carefully.
Whether or not you expect to attend the Annual General Meeting, please complete, date, sign and return the enclosed proxy card as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are represented by American Depositary Shares and held on deposit by Deutsche Bank Trust Company Americas, as depositary, or if your ordinary shares are held of record by a broker, bank or other nominee and you wish to have your votes cast at the meeting, you must obtain, complete and timely return a proxy card issued in your name from that intermediary in accordance with any instructions provided therewith.
By Order of the Board of Directors of
Akari Therapeutics, Plc,
/s/ Ray Prudo
Ray Prudo
Executive Chairman
August 17, 2018
THE AKARI BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE RESOLUTIONS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, AKARI AND ITS SHAREHOLDERS AND HAS APPROVED EACH SUCH RESOLUTION. THE AKARI BOARD OF DIRECTORS RECOMMENDS THAT AKARI SHAREHOLDERS VOTE “FOR” EACH SUCH RESOLUTION.
