Notice of Annual General Meeting of Shareholders (AGM) to be held on June 30, 2021.
ENPNewswire-June 7, 2021--Notice of Annual General Meeting of Shareholders (AGM) to be held on June 30, 2021
(C)2021 ENPublishing - http://www.enpublishing.co.uk
Release date- 06062021 - Given the uncertainty over what laws and guidance about travel and public gatherings in connection with COVID-19 will be in place on the date of the Meeting, it may not to be possible or advisable for shareholders, or their proxies other than the chairman of the Meeting, to attend the Meeting in person. We therefore strongly encourage you to vote on all resolutions as soon as possible by appointing the chairman of the Meeting as your proxy (or, in the case of beneficial owners who hold their shares indirectly, by submitting appropriate proxy voting instructions) as described in the Proxy Statement below.
Notice is hereby given of the annual general meeting (the 'Meeting') of the shareholders of Akari Therapeutics, Plc, ('Akari' or the 'Company'), to be held at 2.30 p.m., local time, on June 30, 2021, at 75/76 Wimpole Street, London, W1G 9RT for the purpose of considering and, if thought fit, passing the following resolutions. Resolutions 1 to 15 will be proposed as ordinary resolutions; resolution 16 will be proposed as a special resolution.
Ordinary Resolutions
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To receive the reports of the Directors and the accounts for the year ended December 31, 2020, together with the report of the statutory auditor and the strategic report.
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To approve the Directors' Remuneration Report (other than the part containing the directors' remuneration policy).
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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 (the 'Articles').
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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.
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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.
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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.
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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.
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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.
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To re-elect Clive Richardson as a director of Akari, as a Class B Director as stated in Article 18.2.2 of the Articles.
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To re-elect Raymond Prudo-Chlebosz, M.D. as a director of Akari, as a Class C Director as stated in Article 18.2.3 of the Articles.
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To ratify the appointment of BDO USA, LLP as independent registered public accounting firm of Akari for the year ending December 31, 2021.
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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.
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To authorize the audit committee of the Board of Directors of Akari to fix the statutory auditors' remuneration.
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That, in accordance with section 551 of the Companies Act 2006, the directors be generally and unconditionally authorized to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of USD1,500,000, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on June 30, 2026, save that the Company may, before such expiry, make offers or agreements which would or might require such shares to be allotted or such rights granted after such expiry and the directors may allot such shares or grant such rights in pursuance of such offers and agreements notwithstanding that the authority conferred by this resolution has expired; and this resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights to subscribe for or convert any security into shares, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
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To generally and unconditionally authorize an increase in the number of shares available for the grant of awards under the Company's 2014 Equity Incentive Plan (the '2014 Plan') to 400,000,000 ordinary shares.
Special Resolution
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That, in accordance with section 570 of the Companies Act 2006, the Directors be authorized to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authorization granted by resolution 14 above and/or to sell ordinary shares held by the Company as treasury shares as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on June 30, 2026, save that the Company may, before such expiry, make offers or agreements which would or might require such equity securities to be allotted or treasury shares to be sold after such expiry and the directors may allot such equity securities or sell treasury shares in pursuance of such offers and agreements notwithstanding that the authority conferred by this resolution has expired.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, as amended, the Company specifies that entitlement to attend and vote at the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company's register of members at 6.30 p.m. (London time) on June 28, 2021 or, if the Meeting is adjourned, at 6.30 p.m. (London time) two working days before the time of the adjourned Meeting. 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 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 registered office of Akari Therapeutics, Plc is at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH, United Kingdom. Except as set out in this Notice, any communication with the Company in relation to the Meeting, should be sent to the Company's registrars, SLC Registrars, PO Box 5222, Lancing, BN99 9FG, 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 year ended December 31, 2020 and the proxy form) to communicate with the Company except as expressly permitted.
You are reminded that you can update your preferences for communications by Akari at any time through SLC Registrars' 'ShareView' service at https://portfolio.shareview.co.uk/. You can contact SLC Registrars for assistance with the process at office@slcregistrars.com or on +44 (0)20 3890 2122. There is no charge for this service. Akari encourages you to agree to the use of electronic communications as it will enable you to receive information quicker and reduce the Company's costs and environmental impact.
A copy of the Statutory Accounts (including the Directors' Remuneration Report) 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 the Resolutions. We encourage you to read the Proxy Statement carefully.
Please complete, date, sign and return the enclosed proxy form as promptly as possible (and in any event by 2.30 p.m. (London time) on June 28, 2021) in order to ensure your representation at 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...
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