Akari Therapeutics PLC

This resolution asks shareholders to receive and adopt the Company’s U.K. statutory annual accounts and accompanying reports for the year ended December 31, 2025. Under the U.K. Companies Act 2006 this is a routine statutory requirement: the board must lay the directors’ report, audited accounts and strategic report before shareholders at a general meeting. Management is presenting the accounts prepared under IFRS and U.K. company law and is recommending adoption; this vote does not by itself change management actions but is an important accountability mechanism and formal acceptance of the year’s financial statements. Shareholders should view this vote as an acknowledgment that the board has presented audited financial information for review; any concerns about the accounts would typically be raised via questions at the meeting or through engagement with the audit committee. Because the accounts have been audited and reviewed by the audit committee, the Board’s recommendation reflects its view that the financial statements present a true and fair view in accordance with applicable standards. Although largely procedural for most companies, the vote provides shareholders an opportunity to signal concerns about accounting, governance, or disclosures; negative votes or a significant dissent could prompt the audit committee to respond or to adjust disclosures. Given the audit committee’s affirmative report and the Board’s recommendation, shareholder approval is expected but investors with material reservations may use the question-and-answer opportunity at the AGM to seek clarifications. The outcome will be reported and the Board has committed to consider shareholder feedback where appropriate. Overall, this resolution is a standard governance step to close the reporting cycle and does not create binding operational effects beyond formal adoption of the published accounts.

This advisory resolution requests shareholders to approve the directors’ annual report on remuneration for 2025; it is non-binding under U.K. and U.S. proxy practices but serves as a key mechanism for shareholders to express views on pay outcomes. The remuneration report discloses compensation decisions, the rationale for pay outcomes, and statutory disclosures including the link between pay and performance. Management and the compensation committee argue that the disclosed packages and outcomes align with retention and value-creation objectives for a pre-revenue biotech and that the executive pay structure uses a mix of salary, short-term incentives, and equity to align management and shareholder interests. A supportive vote signals endorsement of the committee’s application of policy and discretion; a negative or substantial dissent would typically prompt board engagement with major holders and could lead to revisions in future policy or disclosure. While the vote does not obligate pay reversals or immediate action, the board has committed to consider shareholder feedback and may adjust future awards, targets, or disclosures in response. Investors should evaluate the report in the context of the company’s stage (pre-revenue, financing needs), governance changes following the Peak Bio merger, and significant equity grants to executives and directors disclosed for 2025, which together represent meaningful potential dilution. In assessing the resolution, shareholders may weigh retention needs and market-competitive pay against dilution and the transparency of performance metrics; the Board currently recommends a FOR vote as consistent with the Company’s strategic objectives and retention needs. Given the advisory nature, the compensation committee retains discretion but will be influenced by the vote outcome when setting future compensation decisions.

Resolution 3 asks shareholders to approve the directors’ remuneration policy which sets out the framework for executive pay for the next three years if approved. The policy describes components (base salary, pension, benefits, annual bonus, equity awards) and principles (align pay with strategy, retention, market competitiveness) and provides the board and compensation committee with the parameters to design future awards. Management seeks approval to ensure the Company complies with U.K. statutory requirements and to provide predictability for long-term talent retention and incentive structures, particularly important given the Company’s stage and recent leadership transitions. The compensation committee has emphasized alignment of pay to corporate objectives and to peer practices; shareholders should note the policy permits sizable equity awards (with no formal absolute cap) and discretionary adjustments in exceptional circumstances, which can lead to dilution if exercised broadly. Approving the policy allows planned equity programs and incentive structures to proceed without ad hoc approvals; rejecting it would mean continuation of the prior policy and require a revisit to implement new arrangements, potentially complicating recruitment and retention. The board argues the policy balances incentivizing management while allowing oversight and use of performance conditions where appropriate; shareholders should assess whether the disclosure of performance metrics and caps provides sufficient alignment and guardrails. Given the board’s recommendation and usual practice, a FOR vote supports management continuity and the intended incentive framework, though governance-focused investors may seek clarified caps or stronger performance-based vesting on future awards. Overall, adoption consolidates a formal remuneration framework that the Company contends is calibrated to its strategy and competitive realities while subject to future shareholder oversight.

This resolution delegates authority to the audit committee to set the statutory auditors’ remuneration for the 2026 financial year. It is a common housekeeping resolution that allows the audit committee to assess and approve fees for statutory audit services, consistent with its oversight responsibilities and independence safeguards. Management explains that pre-approval policies and audit committee procedures are in place; the committee has already reviewed audit and non-audit fees and determined they are compatible with auditor independence. Shareholders should note this is procedural and does not itself bind the company to a specific fee level; rather it permits timely negotiation and payment in the ordinary course. The delegation supports effective audit oversight and aligns with best practice allowing the audit committee flexibility to respond to audit scope changes, regulatory requirements or other reasonable needs. A vote FOR is recommended by the board because it facilitates efficient administration of audit arrangements while preserving audit committee control. Investors focused on audit quality can use the opportunity to question the audit committee at the meeting about auditor performance, independence, and fee mix between audit and non-audit services. Overall, approving this resolution is routine and consistent with the board’s governance responsibilities.

Resolution 13 is the Dodd-Frank/SEC-mandated advisory “say-on-pay” vote asking shareholders to approve the compensation of the company’s NEOs as disclosed in the proxy. Management presents a pay program combining base salary, short-term cash incentives, and equity-based awards designed to align executive incentives with short- and long-term strategic objectives, retention, and value creation. The compensation committee emphasizes retention needs for experienced executives in a pre-revenue biotech and uses equity for alignment, but shareholders should weigh the extent of equity grants (and resulting dilution) and whether the disclosed performance metrics and clawback provisions provide sufficient alignment and accountability. The vote is non-binding, but a negative outcome would prompt heightened engagement between the Board and major investors and could result in changes to the compensation framework or disclosures; historically boards take advisory votes seriously. Given the board’s unanimous recommendation to vote FOR, management expects support but recognizes the need to consider investor feedback on disclosure, performance linkage, and pay quantum. Investors should evaluate the say-on-pay in the context of realized pay, the Company’s TSR and net income trends, and the compensation committee’s stated rationale; they may also review the Pay Versus Performance tables included in the proxy. Overall, a FOR vote supports current compensation design while a significant opposition would be an escalation signal requiring remedial steps by the Board and compensation committee.

Resolution 14 seeks shareholder approval to comply with Nasdaq Listing Rule 5635(d) for potential issuances of ordinary shares under the ELOC Purchase Agreement with White Lion Capital, which contemplates up to $25 million of purchases subject to conditions. Management requests approval solely to ensure compliance with Nasdaq rules if issuances under the agreement would otherwise fall within the 20% threshold or be priced below the Nasdaq Minimum Price. The ELOC structure provides the company with flexible, on-demand financing capacity that the board views as valuable for a pre-revenue biotech that expects to need incremental capital to fund R&D and operations. Key investor considerations include the potential dilution (the agreement contains an exchange cap equal to 19.99% of outstanding ordinary shares absent further approvals), pricing mechanisms that can include discounts to prevailing trading metrics, and the Board’s statements that actual sales depend on market conditions and additional conditions (including effectiveness of a registration statement). The board frames the request as a compliance step without obligating immediate issuance; shareholders approving this resolution preserve the company’s ability to execute financings efficiently. Dissenting investors should weigh the trade-off between dilution/discount risk and the strategic need for committed financing capacity, and may seek enhanced disclosure on anticipated use of proceeds, guardrails on pricing, and limits on aggregate issuance. The board recommends FOR because it believes the arrangement enhances financial flexibility on commercially reasonable terms and remains subject to the board’s discretion and further approvals in many circumstances. Overall, this is a transactional governance vote intended to ensure Nasdaq compliance while enabling a potentially valuable financing tool for the Company.

Resolution 15 requests shareholder approval to permit issuance of a package of Units sold in a private placement (ADSs or pre-funded warrants plus Series H/I/J warrants) and placement agent ADSs, where the aggregate convertible securities could exceed Nasdaq’s 20% threshold or be priced below the Nasdaq Minimum Price. Management states the offering closed on May 20, 2026 and that this vote is required to make the warrants and placement agent ADSs effective under Nasdaq rules; absent approval the instruments may have no value or could not be issued as contemplated. The offering raises roughly $5.5 million in gross proceeds (before placement agent fees) and provides working capital; the Exercise Price of the Series Warrants and potential proceeds if exercised could add material funds but also cause substantial dilution if exercised. Investors should evaluate the dilution scenarios, the placement agent compensation (ADSs equal to 8% of ADSs issued), and the strategic rationale for the financing relative to alternatives. The board frames the vote as compliance-driven and recommends FOR to permit the company to realize proceeds and to preserve the placement agent arrangement; shareholders opposed to dilution or to the terms should consider whether the proceeds and financing terms appropriately serve the Company’s near-term operational needs. The vote is important because approving shareholders enable the economic terms of the May 20 financing to be consummated fully; a rejection would impair the company’s ability to receive planned proceeds and may require renegotiation or alternative financing. Overall, the board recommends FOR recognizing the trade-off between near-term dilution and the necessity of funding R&D and operations for a pre-revenue biotech.

Resolution 16 seeks shareholder approval under Nasdaq Rule 5635(b) to permit certain investors (identified in the proxy) to obtain shares in a private placement that, upon exercise of certain warrants, could result in an investor or group holding 20% or more of the Company’s voting power — a change-of-control trigger under Nasdaq rules. Management notes that while Nasdaq may deem the issuance a change of control for listing-rule purposes, the company does not believe it constitutes a change of control for other legal purposes. The rationale for seeking approval is to permit the private placement and to avoid automatic blocking by Nasdaq rules; doing so preserves potential capital inflows from investor exercises but carries clear governance implications if a single investor or coordinated investors become dominant holders. Shareholders should carefully consider the identity and intentions of the potential largest purchasers (the proxy identifies two Excess Share Purchasers), the degree of dilution if warrants are exercised in full, and whether the company’s strategic and operational independence could be affected by such concentration. A FOR vote allows the company to access additional capital and respects the board’s commercial assessment; a AGAINST vote would protect against concentration risk but could preclude receiving potentially material financing. The Board recommends FOR but emphasizes its view that the transaction is necessary to secure capital and that other protections and limits (e.g., blockers, beneficial ownership caps) are in place in the agreements. Institutional investors typically weigh the capital needs against governance risk and may request additional safeguards or engagement if concerned about a concentration of control.

Resolution 17 asks shareholders to grant the board a broad authority under section 551 of the U.K. Companies Act to allot shares or grant conversion/subscription rights up to an aggregate nominal amount of USD 20,000 (equivalent to a large number of ordinary shares/ADSs) through June 30, 2031. This is a routine corporate governance authorization enabling the board to execute equity financings, option grants, and other capital actions without needing shareholder approval for each transaction, which the board argues is necessary given the Company’s capital needs as a pre-revenue biotech. The proxy explicitly frames this as a pragmatic step to allow efficient fundraising and to avoid delay and cost that would otherwise accompany frequent shareholder approvals; the resolution also revokes previous unexercised authorities to avoid multiplicity. Investors should consider the potential dilution and the size of the authorization relative to current capitalization; management frames the authority as consistent with peer practice and required to support R&D and business plans. The board’s recommendation to approve reflects its view that having allocation flexibility is important for accessing capital at appropriate times and terms; however, shareholders concerned about dilution may seek limits or clearer usage plans and may monitor subsequent issuances. The resolution is presented as customary in U.K. practice and is common for issuers that expect to raise capital, but its practical impact depends on how the board uses the authority and whether further special approvals (e.g., pre-emption disapplications) are used in future financings. Overall, a FOR vote supports board flexibility to respond to funding needs and market opportunities while investors should remain attentive to issuance practices and post-authorization disclosures.

Resolution 18 seeks a special (super-majority) approval to disapply statutory pre-emption rights (i.e., the requirement to offer shares for cash pro-rata to existing shareholders) in respect of the authority granted in Resolution 17, effectively enabling the board to allot shares for cash without first offering them to existing holders for up to five years. The board argues this is customary and necessary to allow timely capital raises on commercially attractive terms—particularly relevant for a U.K. company whose primary investor base and market are in the U.S. where comparable pre-emption requirements do not constrain financings. Approving this resolution increases the board’s flexibility but also raises dilution and governance considerations because it reduces mandatory shareholder pre-emption protections. Institutional investors typically weigh the need for capital-raising agility against shareholder protection; many issuers seek similar disapplications but investor support often depends on the size limits, disclosure commitments, and whether the board will apply the disapplication sparingly. The proxy explains the rationale—avoiding costly and time-consuming pro-rata offerings that can impede timely fundraising—and positions the request as consistent with peer practice. A FOR vote enables the board to execute financings efficiently; a AGAINST vote preserves statutory pre-emption protections and forces the board to seek shareholder approval case-by-case. The board unanimously recommends FOR, but shareholders should monitor subsequent transactions for appropriate pricing, limits, and justification when the authority is used.