Alterity Therapeutics Ltd 6-K, filed Nov 16, 2022

Alterity Therapeutics Ltd (ATHE)

6-K 2022-11-16 For: 2022-11-15

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Added on April 09, 2026

About this 6-K

Alterity Therapeutics Ltd filed this 6-K on November 16, 2022.

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	Alterity Therapeutics Limited

	/s/ Geoffrey P. Kempler
	By:	Geoffrey P. Kempler
		Chairman

Clause Number	Heading	Page

1. Preliminary		1
1.1	Definitions	1
1.2	Corporations Act and Listing Rules definitions	2
1.3	Interpretation	2
1.4	Replaceable rules not to apply	3
1.5	Constitution subject to the Act	3
1.6	Listing Rules, ACH Clearing Rules and ASTC Settlement Rules only have effect if Company is listed	3
1.7	Constitution subject to Listing Rules if Company is listed	3

2.	Share Capital	4
2.1	Allotment and issue of Shares under control of Directors	4
2.2	Company may issue preference Shares	4
2.3	Redeemable preference Shares	4
2.4	Rights of holders of preference Shares	4
2.5	Interest on share capital	5
2.6	Brokerage or commission	5
2.7	Joint Holders	5
2.8	Recognition of trusts or other interests	5

3.	Certificates	6
3.1	Certificated holdings	6
3.2	Issue of certificates	6
3.3	Entitlement of Member to certificate	6
3.4	Certificate for joint holders	6
3.5	Cancellation of certificate on transfer	6
3.6	Replacement of certificates	6

4.	CHESS	7
4.1	Participation in CHESS	7
4.2	Compliance with ACH Clearing Rules and ASTC Settlement Rules	7
4.3	Registers	7
4.4	No interference with proper transfer	7

5.	Lien over Shares	7
5.1	Lien	7
5.2	Extent of lien	8
5.3	Exemption from lien	8
5.4	Sale under lien	8
5.5	Proceeds of sale of Shares sold under lien	8
5.6	Transfer on sale under lien	8

6.	Calls	8
6.1	Directors may make calls	8
6.2	Notice of calls	9
6.3	Difference in terms of issue as to calls	9
6.4	Fixed payments deemed calls	9

6.5	Interest on sums not paid	9
6.6	Payment of calls	9
6.7	Proof of calls	9
6.8	Prepayment of calls	9

7.	Forfeiture of Shares	10
7.1	Forfeiture upon non-payment of calls	10
7.2	Evidence of forfeiture	10
7.3	Effect of forfeiture	10
7.4	Sale of forfeited Share	10
7.5	Proceeds of sale	11
7.6	Redemption of forfeited Shares	11
7.7	Surrender of Shares	11

8.	Transfer of Shares	11
8.1	Transfer document	11
8.2	Registration procedure	11
8.3	Registration of transfer	12
8.4	Restrictions on transfer	12
8.5	Notice of refusal to register	12
8.6	Transfer not complete until name entered in the Register	12
8.7	More than 3 persons registered	12

9.	Transmission of Shares	13
9.1	Death of a Member	13
9.2	Transmission on death or bankruptcy	13
9.3	Election as to registration on transmission	13

10.	Alteration of capital	13
10.1	Company’s power to alter capital	13
10.2	Reduction of capital	13
10.3	Power to buy Shares	13

11.	Variation or cancellation of rights	14
11.1	Variation or cancellation of rights of class of Shares	14
11.2	No consent or sanction required for redemption	14
11.3	No variation by issue of further Shares ranking equally	14

12.	Restricted Securities	15

13.	Proportional takeover bids	15
13.1	Definitions	15
13.2	Prohibition on registration of transfer unless takeover scheme approved	16
13.3	Approving resolution	16
13.4	Entitlement to vote on approving resolution	16
13.5	Bidder and associates not entitled to vote	16
13.6	Approving resolution passed	16
13.7	General meeting provisions to apply	16
13.8	Meeting to be held before approving resolution deadline	16
13.9	Notice as to whether approving resolution is passed	16
13.10	Approving resolution deemed to have been passed	17
13.11	Effect of this clause	17

14.	Unmarketable parcels	17
14.1	Definitions	17
14.2	Notice to Unmarketable Parcel Holder	17
14.3	Revocation or withdrawal of notice	17
14.4	Sale of Unmarketable Parcels	18
14.5	Company may not sell below Authorised Price	18
14.6	Company to pay all costs	18
14.7	Title of purchaser of Unmarketable Parcel	18
14.8	Remedy of Unmarketable Parcel Holder	18
14.9	Evidence of sale in accordance with this clause	18
14.10	Receipt of proceeds of sale	19
14.11	Company to deal with proceeds of sale	19
14.12	Overriding effect of this clause	19
14.13	Clause ceases to have effect following announcement of takeover bid or takeover announcement	19
14.14	Clause may be invoked only once in any 12 Month period	19

15.	General meetings	19
15.1	Annual general meetings	19
15.2	General meetings	20
15.3	Members may requisition meeting	20
15.4	Notice of general meeting	20
15.5	Contents of notice of general meeting	20
15.6	Omission to give notice	21

16.	Proceedings at general meeting	21
16.1	Member deemed to be present	21
16.2	Attorney of Member	21
16.3	Representative of body corporate	21
16.4	Quorum for general meeting	21
16.5	No quorum	21
16.6	Chairman of general meeting	21
16.7	Powers of chairman	22
16.8	Adjournment of general meeting	22
16.9	Notice of adjourned meeting	22

17.	Voting	22
17.1	Resolution determined by majority	22
17.2	Casting vote of chairman	22
17.3	Method of voting	22
17.4	Demand for poll	22
17.5	Conduct of poll	23
17.6	Votes	22
17.7	Direct Voting	23
17.8	Voting if call unpaid on Shares	23
17.9	Voting by joint holders	24
17.10	Voting by transmittee	24
17.11	Voting by Member of unsound mind	24
17.12	Voting exclusions	24
17.13	Ruling on entitlements and votes	25
18.	Proxies	25
18.1	Instrument appointing proxy	25

18.2	Deposit of proxy with company	25
18.3	Presence of Member	25
18.4	Validity of vote given in accordance with proxy	25
18.5	Form of proxy	25

19.	Directors	26
19.1	Number of Directors	26
19.2	No Share qualification	26
19.3	Election of Directors by company	26
19.4	Directors may fill casual vacancies or appoint additional Directors	26
19.5	Eligibility for election as a Director	26
19.6	Alternate Director	26
19.7	Auditor cannot be Director	27

20.	Director’s tenure of office	27
20.1	Directors’ tenure of office	27
20.2	Retirement by rotation	27
20.3	Retiring Director eligible for re-election	28
20.4	Removal of Director by the Company	28
20.5	Vacation of office	28

21.	Director’s remuneration	28
21.1	Remuneration for non-executive directors	28
21.2	Additional remuneration for extra services	29
21.3	Remuneration to be in accordance with Listing Rules	29
21.4	Expenses of Directors	29

22.	Director’s contracts	29
22.1	Directors not disqualified from holding office or contracting with Company	29
22.2	Director can act in professional capacity	29
22.3	Director not to vote on contract in which it has a material personal interest	30
22.4	Directors to declare interest	30
22.5	Directors to declare potential conflicts	30
22.6	Secretary to record declarations of Directors	30

23.	Powers of Directors	30
23.1	Powers of Directors	30
23.2	Powers to borrow or raise money	30
23.3	Directors may vote Shares in other corporations	31
23.4	Agent or attorney	31
23.5	Sub-delegation of powers	31

24.	Executive directors	31
24.1	Managing director	31
24.2	Directors may confer powers on executive directors	31
24.3	Remuneration of executive directors	31

25.	Proceedings of Directors	32
25.1	Board meetings	32
25.2	Director to be regarded as present at meeting	32
25.3	Place of meeting	32
25.4	Convening of Directors meeting	32
25.5	Notice of meeting	32
25.6	Directors may act notwithstanding vacancy	32
25.7	Quorum for Board meetings	32

25.8	Meeting competent to exercise all powers	32
25.9	Chairman of Board meetings	33
25.10	Documents tabled at meeting	33
25.11	Questions to be decided by majority	33
25.12	Votes of alternate directors	33
25.13	Equality of Votes	33
25.14	Resolution in writing	33
25.17	Committee powers and meetings	34
25.15	Validity of acts of Directors	34

26.	Secretary	34

27.	Minutes and registers to be kept	34
27.1	Minutes	34
27.2	Minutes to be signed by chairman	35
27.3	Registers	35
27.4	Branch registers	35

28.	The Seal	35
28.1	Use of common seal	35
28.2	Duplicate seals	35
28.3	Share seal	35
28.4	Affixing the Share seal	36

29.	Negotiable instruments	36

30.	Reserves	36
30.1	Reserves	36
30.2	Carry forward of profits	36
30.3	Revaluation of assets	36

31.	Dividends	36
31.1	Power to determine and declare dividends vested in Directors	36
31.2	Apportionment of dividends	37
31.3	Dividends only payable out of profits	37
31.4	Dividend payable by distribution of assets	37
31.5	Dividends may be payable in foreign currency	37
31.6	No interest payable on dividends	37
31.7	Directors may retain certain dividends	37
31.8	Directors may deduct from dividends money payable to Company	38
31.9	Payment of dividends	38
31.10	Unclaimed dividends	38
31.11	Dividend Reinvestment Plan	38
31.12	Amendment of Dividend Reinvestment Plan	38

32.	Capitalisation of profits	38
32.1	Capitalisation of profits	38
32.2	Directors powers in relation to capitalisation of profits	39

33.	Financial statements	39
33.1	Financial records	39
33.2	Financial, Director’s and auditor’s reports to be laid before annual general meeting	39
33.3	Financial statements and reports	39

34.	Audit	39
34.1	Auditors	39
34.2	Financial statements to be audited	40
34.3	Register to be audited	40

35.	Inspection of records	40

36.	Notices	40
36.1	Service of notices by Company	40
36.2	Listing Rules and ASTC Rules	40
36.3	Posting notices to overseas Members	40
36.4	Notices to joint holders	40
36.5	Notice deemed to be served	40
36.6	Service by post	41
36.7	Notices to Members whose whereabouts unknown	41
36.8	Notices binding on transferees	41
36.9	Notice to deceased or bankrupt Members	41
36.10	Signing of notices	41
36.11	Counting of days	41

37.	Winding up	42
37.1	Distribution of surplus assets	42
37.2	Fee or commission paid to liquidator to be approved in general meeting	42
37.3	Distribution in specie	42

38.	Indemnity and insurance	42
38.1	Indemnity	42
38.2	Insurance	43