Akari Therapeutics PLC

This resolution asks shareholders to receive and adopt Akari’s statutory annual accounts and accompanying reports for the year ended December 31, 2025, which is a formal requirement under the U.K. Companies Act 2006 and IFRS. Management is not seeking a substantive change of policy but fulfilling statutory duties to present audited financial statements and the strategic report to shareholders at the AGM, providing transparency and formal shareholder acknowledgment of the company’s prior-year financials. The vote is typically routine but is also a key governance checkpoint enabling shareholders to review detailed financial disclosures, auditor opinions, and management discussion in the statutory report and strategic report. Although the outcome does not require the board to take specific corrective action, the board states it will consider shareholder feedback expressed through the vote. Because Akari is a Nasdaq-listed, U.S.-domiciled ADS issuer with U.K. statutory accounts, the presentation and adoption of these accounts also underpin the company’s cross-border regulatory compliance and investor communications. Passing this resolution affirms that the statutory financial statements have been laid before shareholders and fosters corporate governance discipline, while a negative vote would signal shareholder dissatisfaction and prompt further engagement by the board. Given Akari’s recent financing and governance changes described elsewhere in the proxy, shareholders can use this item as an occasion to scrutinize accounting, going-concern assumptions, related-party transactions and the auditor’s report. Management recommends a vote FOR because the accounts have been prepared in accordance with applicable law and standards and because formal adoption is a routine but important governance step. The board’s unanimous endorsement indicates no unresolved material disagreements between management and independent directors about the accounts. Investors should treat this as both a procedural compliance matter and an opportunity to evaluate year-end financial transparency and audit quality.

This advisory resolution asks shareholders to express a non-binding view on the annual report on remuneration that forms part of the U.K. statutory Directors’ Remuneration Report. Management and the compensation committee present this report to explain pay outcomes and the operation of the remuneration framework over the prior year; while the vote will not directly alter pay already paid or contracted, the board will consider voting outcomes when setting future remuneration. The report emphasizes alignment of remuneration to Company purpose, retention objectives and competitiveness relative to peers, a key consideration given Akari’s pre-revenue status and ongoing capital raises. The advisory vote also provides stakeholders a channel to register concerns about pay quantum, incentive structures, or governance practices (e.g., severance, performance conditions, or equity dilution). A strong “For” vote would signal shareholder acceptance of prior-year pay decisions and the board’s approach; a weak or negative vote would obligate the board and compensation committee to engage with shareholders and review policy/practices. Given the Company’s recent transaction activity, financings, and executive changes, investors may scrutinize whether disclosed pay linked to performance and retention aligns with realized corporate progress. Management argues the report demonstrates effective governance of director pay; the dual reporting (U.K. statutory report and U.S. proxy disclosures) is intended to provide transparency to both ordinary shareholders and ADS holders. Investors should evaluate the annual report’s level of disclosure, clarity on performance metrics, and whether discretion was applied appropriately to outcomes. The board’s recommendation to vote FOR reflects its view that the report fairly describes how remuneration policy was applied and that the board will consider shareholder feedback in future decisions.

This binding resolution seeks shareholder approval of a revised Directors’ Remuneration Policy that will govern director pay for up to three years if approved. The policy articulates principles intended to attract, motivate and retain leadership, and contemplates base salary, pension/benefits, bonuses and equity awards consistent with market practice for similarly sized biotech peers. Management and the compensation committee emphasize alignment with company purpose and retention needs given Akari’s pre-revenue profile and expected near-term financing activity. Approval permits implementation of compensation consistent with the policy without requiring ad hoc shareholder approval for each future grant within documented parameters; rejection would leave the 2023-approved policy in place, potentially constraining planned grants. Investors should evaluate the policy’s balance of fixed vs. variable pay, the presence and nature of performance metrics for incentive awards, and potential dilution from equity programs—especially given extensive option and warrant grants disclosed elsewhere in the proxy. The board argues the policy is necessary to secure executive talent and to provide flexibility in a competitive market; however, shareholders should weigh that need against dilution and pay-for-performance safeguards. If approved, the policy will be effective immediately after the meeting and will inform the board’s future grant decisions; the compensation committee retains discretion within policy limits to set targets and award amounts. Given the company’s recent leadership changes and capital transactions, this vote is an important governance signal about shareholder tolerance for the board’s compensation approach and its alignment with long-term value creation.

This resolution asks shareholders to authorize the audit committee to set the statutory auditors’ fees for the coming financial year. Delegating fee-setting to the audit committee is standard practice because the committee oversees auditor selection, audit scope and independence, so it can appropriately negotiate and approve fees in a manner consistent with audit quality and independence safeguards. The proxy discloses recent fee amounts billed by BDO USA, P.C. and notes that all services described were pre-approved by the audit committee, reinforcing that the committee actively oversees auditor engagements. Management frames this as a routine administrative matter necessary to ensure timely payment and oversight; approval maintains normal audit governance processes. For investors, the substantive consideration is whether the audit committee demonstrates independence and appropriate pre-approval policies to avoid conflicts that might impair audit quality. Given the disclosed pre-approval procedures and the audit committee’s composition of independent directors including an audit committee financial expert, the board recommends FOR. A vote against would be unusual and could complicate ongoing audit fee arrangements but would not, by itself, change the auditor selection without further board action. Shareholders should note the audit committee’s role and the transparency of disclosed audit fees when evaluating risk to financial reporting quality.

This advisory resolution invites shareholders to endorse the disclosure and outcomes of Akari’s executive compensation program for named executive officers. Management defends its compensation design—mixing cash and equity, targeted bonuses, and long-term incentives—as aligned to value creation and retention in a capital-intensive, pre-revenue biotech context. The advisory nature means the board retains discretion, but is expected to review and respond to shareholder sentiment; a negative vote would typically trigger engagement and potential changes to compensation structures or disclosure. Key considerations for investors include the quantum of equity grants (noted elsewhere in the proxy), vesting conditions, performance metrics for incentive awards, severance/change-of-control protections, and the potential dilution from extensive option and warrant issuances. The company emphasizes that the compensation committee, composed of independent directors, reviewed and approved awards and that policy was designed relative to peers to secure talent. Given recent financings, leadership changes, and large equity allocations disclosed in the filing, shareholders should scrutinize whether pay outcomes reflect realized performance and whether long-term incentives include robust, measurable performance conditions. The board’s recommendation to vote FOR reflects its view that the compensation program supports strategic objectives and shareholder value creation; however, investors should weigh governance safeguards, disclosure quality, and dilution risk in casting their advisory vote.

Resolution 14 is a Nasdaq compliance vote: it seeks shareholder approval for potential issuances under a previously executed equity line purchase agreement (ELOC) with White Lion Capital that could be used to raise up to $25 million. The principal purpose is to satisfy Nasdaq Listing Rule 5635(d), which requires shareholder approval for certain non-public issuances that could exceed specified thresholds at issuance prices below defined minima. Management emphasizes that the ELOC grants the company optionality — not an obligation — to sell shares, that issuance remains subject to conditions (including registration effectiveness) and that an exchange cap and beneficial ownership limits are embedded in the agreement to limit concentration risk. If approved, it facilitates a potentially faster, flexible capital-raising channel that the board views as appropriate for a pre-revenue biotech dependent on periodic equity financing to fund R&D and operations. If not approved, the company’s ability to draw on the ELOC would be constrained and could require alternative financings that may be more burdensome or dilutive. The board has framed the request as a governance and liquidity utility rather than an immediate issuance; additional shareholder approvals (Resolutions 17 and 18) may still be required for subsequent issuances. Investors should weigh the trade-off between flexibility and potential dilution, consider the ELOC pricing mechanics and caps, and evaluate whether governance protections (beneficial ownership blockers, registration requirements) mitigate concentration and timing risks. The board recommends FOR because it believes the facility provides necessary financing flexibility in a competitive capital environment while containing contractual limits to protect shareholders.

Resolution 15 requests Nasdaq-mandated shareholder approval for a private placement consummated May 20, 2026 that included ADS units and related Series H/I/J warrants plus placement agent ADSs. The core governance point is that the private issuance would result, upon issuance or exercise, in securities convertible into ADSs beyond Nasdaq pricing thresholds and thus requires shareholder ratification to have legal effect and avoid being void under listing rules. Management highlights the financing purpose (net proceeds for working capital), structure (ADSs, pre-funded warrants, and three series of warrants), exercise prices, and placement agent compensation, and notes that full exercise could bring additional proceeds but also significant dilution. If shareholders decline approval, the Series Warrants and placement agent ADSs cannot be issued or would have no legal effect, potentially disrupting the financing and company plans tied to it. Investors should consider the transaction’s dilutive impact, timing and likelihood of warrant exercise, the identity and incentives of investors, and whether pricing and terms are reasonable relative to market conditions and peer financings. Management argues approval enables the company to access committed capital and placement compensation arrangements while remaining subject to subsequent allotment approvals (Resolutions 17 and 18). The board recommends FOR because it believes the transaction is in the company’s financing interest and that shareholder approval is necessary for compliance with Nasdaq rules and to preserve the value of the units to the company.

This resolution addresses Nasdaq’s change-of-control rule by requesting shareholder authorization for potential issuances that Nasdaq could deem to give an investor 20% or more of the company’s voting power. The company describes a hypothetical post-transaction ownership scenario where certain investors could, upon exercise of warrants, reach ownership positions that Nasdaq treats as a change of control; management disputes that such issuance constitutes a change of control for other legal purposes but recognizes the listing-rule consequence. The practical effect of approval is to preserve the company’s flexibility to accept warrant exercises and realize additional proceeds that could total material sums, while acknowledging substantial potential dilution—management explicitly warns of up to approximately 4,010,688 ADSs (and significant dilution percentages) if fully exercised. If not approved, the company may face limits on exercises by Excess Share Purchasers and potentially need alternative financing, which could be more costly or delay operations. Investors must weigh the trade-off between near-term capital access and long-term dilution and governance concentration risks, including whether particular investors would become dominant holders. The board recommends FOR to enable the capital plan contemplated in the private placement to proceed in compliance with Nasdaq, but shareholders should review investor identities, exercise mechanics, and protective contractual terms (e.g., beneficial ownership blockers). Acceptance does not alter other shareholder protections; subsequent allotment approvals (Resolutions 17 and 18) are nevertheless required. Given the significant dilution scenarios presented, institutional investors may seek additional disclosures or protections before voting in favor.

Resolution 17 requests a broad authorization under the U.K. Companies Act for directors to allot shares and grant subscription/convertible rights up to an aggregate nominal amount equivalent to USD 20,000 (corresponding to a large number of ordinary shares/ADSs) through June 30, 2031. The authority effectively refreshes and replaces prior unexercised allotment authorizations and is standard corporate housekeeping that facilitates future equity financings without the need to call a shareholder meeting for each issuance. Management frames the request as essential given Akari’s pre-revenue status and anticipated need to access capital for R&D and operating plans; the board argues that having the allotment authority will enable faster, more efficient financings on favorable terms. From a governance perspective, the key issues for investors are the scale of the authorization relative to current capitalization, potential dilution, the board’s track record in using previous authorities, and accompanying protections (e.g., pre-emption disapplication limits in Resolution 18). Approval does not itself result in issuance; any issuance will still be subject to board decisions and additional approvals if required. Shareholders should balance funding flexibility for a small biotech against dilution risk and ensure that the board uses the authority in a manner consistent with long-term shareholder value. The board unanimously recommends FOR, asserting that the authorization is necessary to support future capital needs and business continuity.

Resolution 18 requests special-resolution approval to disapply statutory pre-emption rights so that shares allotted for cash under the general allotment authority can be issued without first being offered pro rata to existing shareholders. The board argues this is necessary to avoid the procedural delay, complexity and expense of pro-rata offerings and to put Akari on a competitive footing with U.S.-incorporated peers not subject to such constraints. The disapplication is time-limited (to June 30, 2031) and tied to the aggregate allotment authority sought in Resolution 17, and it is presented as customary practice for companies that may need rapid access to capital. The primary investor concern is dilution and the potential for opportunistic issuances to strategic counterparties that materially change control or economics without pre-emptive shareholder participation; the company acknowledges that this is a trade-off versus financing agility. Because it is a special resolution, a supermajority is required (75%) which affords shareholders a higher hurdle to approve significant disapplications of pre-emption protections. Investors should evaluate the scale of the underlying allotment authority, the board’s past use of such powers, and whether appropriate safeguards (e.g., limits on directors’ discretion, notice, or use in certain circumstances) are in place. Management’s recommendation to vote FOR reflects its view that the Company, given its pre-revenue status and capital needs, requires efficient access to equity capital and that this authority will be used in the best interests of the business. Shareholders concerned about dilution may seek engagement or conditional voting commitments from the board prior to granting blanket disapplication authority.