AMPLIA THERAPEUTICS LIMITED — Proxy Solicitation & Information Statement 2015

Sep 24, 2015

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Innate Immunotherapeutics Limited ACN 165 160 841

Notice of General Meeting and Explanatory Statement

11.00 a.m. Friday 30 October 2015 Grant Thornton, Redwood Room Level 17, 383 Kent Street Sydney NSW 2000 Australia

Notice of General Meeting

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NOTICE is given that a General Meeting of the Company will be held at Grant Thornton, Redwood Room, Level 17, 383 Kent Street, Sydney NSW 2000, Australia at 11.00 a.m. on Friday 30 October 2015.

1. Approve Proposed Issue of Shares

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, to approve the proposed issue by the Company of up to 25,000,000 fully paid ordinary shares at an issue price of 17.0 cents per share being a 2.0 cent premium over 100% of the volume weighted average market price for shares, calculated over the 20 days on which sales were recorded prior to 18 September 2015 and as described in the Explanatory Statement annexed to and forming part of this Notice of Meeting.”

The Company will disregard any votes cast on Resolution 1 by:

• a person (and any associates of such a person) who may participate in the proposed issue of shares; and

• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.

Approve the Issue of Shares to a Director – Christopher Carl Collins

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 10.11 of the Listing Rules of the Australian Securities Exchange and for all other purposes the issue of 8,000,000 shares at 17.0 cents per share to Christopher Carl Collins be approved.”

3. Approve the Issue of Shares to a Related Party – Caitlin Collins

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 10.11 and for all other purposes the issue of 2,000,000 shares at 17.0 cents per share to Caitlin Collins be approved.”

4. Approve the Issue of Shares to a Related Party – Cameron Collins

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 10.11 and for all other purposes the issue of 2,000,000 shares at 17.0 cents per share to Cameron Collins be approved.”

5. Approve the Issue of Shares to a Related Party – Rosemary Quinn

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 10.11 and for all other purposes the issue of 300,000 shares at 17.0 cents per share to Rosemary Quinn be approved.”

6. Approve the Issue of Shares to a Related Party – The Sneddon Family Superannuation Fund

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That for the purpose of Listing Rule 10.11 and for all other purposes the issue of 300,000 shares at 17.0 cents per share to Andrew Sneddon as trustee for the Sneddon Family Superannuation Fund be approved.”

The Company will disregard any votes cast on Resolutions 2 to 6 inclusive by:

• any Director of the Company (and any associates of such a person); and

• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• an associate of that person (or those persons).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated at Sydney, on the 21[st] day of September 2015

By order of the Board Andrew J. Cooke Company Secretary

Proxies:

• Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the steps set out on the Proxy Form attached.

• A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy or not more than two proxies to attended and vote instead of the shareholder.

• Where two proxies are appointed:

• (i) a separate proxy Form, should be used to appoint each proxy;

• (ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.

• A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held e.g. “the Chair of the Meeting”.

• In the case of shareholders who are individuals, the Proxy Form must be signed:

• (i) if the shares are held by one individual, by that shareholder;

• (ii) if the shares are held in joint names, by any one of them.

• In the case of shareholders who are companies, the Proxy Form must be signed:

• (i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);

• (ii) in the case of any other company by either two directors or a director and secretary.

• The use of the common seal of the company, in addition to those required signatures, is optional.

• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy form, must be received by the Company by the time and at the place specified below.

• A Proxy Form accompanies this notice. To be effective, your proxy must be received by the Company no later than 48 hours before the time for the holding of the meeting:

• (i) by facsimile : on 1 800 783 447 (within Australia) or +61 3 9473 2555 (from outside of Australia) ; or

• (ii) by mail :

  • Computershare Investor Services Pty Limited

  • GPO Box 242 Melbourne

  • Victoria 3001 Australia ;

or

• (iii) Lodge your vote Online : www.investorvote.com.au using the Control Number and your SRN/HIN which are provided on the front side of your Proxy Form.

• (iv) Custodians : Intermediary Online subscribers only, cast the shareholder’s vote online by visiting www.intermediaryonline.com.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with the Corporations Act 2001 (Cth) , the directors have determined that a person’s entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00pm on 28 October 2015.

EXPLANATORY STATEMENT

BACKGROUND

Innate Immunotherapeutics Limited is a medical biotechnology company that has designed and manufactured a unique immunomodulator microparticle technology to induce the human immune system to fight certain cancers and infections, or modulate certain immune mechanisms implicated in autoimmune diseases such as Multiple Sclerosis. The same technology can be used in the design of better vaccines to potentially treat or prevent diseases such as influenza, cancer, malaria, or tuberculosis.

The Company has initiated a Phase 2B clinical trial of its MIS416 drug candidate to treat patients with secondary progressive multiple sclerosis (SPMS). The Phase 2B trial is a placebo controlled, double blinded study in up to 90 patients and is being conducted at five sites in Australia and one site in New Zealand. The trial design provides for 60 subjects to receive active treatment (MIS416) and 30 to receive a non-active placebo. Subjects are being treated once weekly over a 52 week period.

In addition to this trial, the Company has two active collaborations with academic groups seeking to develop safe and effective immuno-oncology therapies for use in patients who have already received primary anticancer therapy, being either surgery and or chemo/radio therapy. The aim of immune based cancer therapies is to stimulate the patient's own immune system to help fight the existing tumour or resulting metastasis, and/or to prevent the recurrence of the cancer.

The Board has resolved to undertake a placement of new shares in the capital of the Company to raise a minimum of $3,000,000 with facility to accept over subscriptions as additional working capital to complete the Phase 2B trial and carry on with investigations in relation to other potential applications for MIS416. To allow for over-subscriptions, the request in resolution 1 seeks authorisation to issue up to 25,000,000 shares at an issue price of 17.0 cents per share.

Resolution 1. Approve Proposed Issue of shares

ASX Listing Rule 7.1 limits the number of equity securities that a company may issue without member approval to 15% of the issued capital of the company in any 12 month period (subject to certain exceptions, including where prior shareholder approval is obtained).

If the issue of the securities has the prior approval of the shareholders in accordance with the proposed resolution, the issue will not be included in the 15% limit on the Company to raise funds without shareholder approval.

The Company is seeking shareholder approval for the issue of up to a maximum of 25,000,000 shares under ASX Listing Rule 7.1 so that those issues (provided they occur within one month of the date of the Meeting) will not be included in the 15% calculation set out in ASX Listing Rule 7.1. An issue of 25,000,000 shares would represent 14.49% of the issued capital of the Company pre-issue. The specific issues for which approval is sought under resolutions 2 to 6 inclusive would be included within the proposed maximum of 25,000,000 shares.

The shares will be issued at an issue price of 17.0 cents being a 2.0 cent premium over 100% of the volume weighted average market price for shares calculated over the 20 days on which sales were recorded prior to 18 September 2015, being the date on which a trading halt commenced to allow the Company to finalise arrangements for the Placement, (rounded up to the nearest 0.5 cents) ( Issue Price Formula ).

The shares are expected to be issued shortly after the meeting, but in any event not later than one (1) month after the date of the meeting. Shares may be issued on a number of occasions as valid subscription agreements and application monies are received.

All of the shares being the subject of this resolution are ordinary fully paid shares which rank equally with all of the Company’s existing ordinary fully paid up shares. The Company will apply to the ASX for admission of the shares to quotation on the ASX.

The issues will be made pursuant to the exemptions to the prospectus requirements of the Corporations Act. The known persons to whom issues will be made are:

Subscriber Name	Number of Shares
Christopher Carl Collins	8,000,000
Caitlin Collins	2,000,000
Cameron Collins	2,000,000
Australian Ethical Australian Shares Fund	2,205,881
Australian Ethical Emerging Companies Fund	735,295
Moore Family Superannuation Fund	2,500,000
Chep II, LLC	900,000
Brian Geary	203,530
Michael Hook	850,000
Rosemary Quinn	300,000
The Sneddon Family Superannuation Fund	300,000
The McMillan Superannuation Fund	294,118
Total	20,288,824

Any other allottees will be institutional, professional, sophisticated or foreign investors (of the kind exempt from prospectus requirements of the securities legislation in their location) or clients of a financial services licensee to be identified by the Directors of the Company in minimum parcels of $25,000.

Funds raised by the issue of the shares will be applied as working capital (and payment of fees associated with the issue) including to fund ongoing operations, the continuation of the Phase 2B efficacy trial of MIS416 in patients with SPMS and to make applications for new patents to protect the use of MIS416 in certain other applications.

The Directors (Messrs Collins, Quinn and Sneddon absent and not voting) recommend you vote in favour of this resolution.

Resolutions 2, 3, 4, 5 and 6. Approve Participation in Proposed Issue of Shares by Related Parties

ASX Listing Rule 10.11 provides that a Company must not issue or agree to issue equity securities to a related party of the Company, such as a person who is a director of the Company, the spouse or a child of a director, or an entity controlled by a director, without the Company first obtaining the approval by ordinary resolution of its shareholders.

The Company is seeking the approval of shareholders under ASX Listing Rule 10.11 to allow the Company to issue shares to these related parties, who have agreed to subscribe for the shares listed against their name, subject to approval of the Company’s shareholders:

Resolution	Related Party	Connection	Number of Shares	Recommendation
2	Christopher Carl Collins	Director	8,000,000	The Directors (Mr Collins absent and not voting) recommend you vote in favour
3	Caitlin Collins	Daughter of Christopher Collins	2,000,000	The Directors (Mr Collins absent and not voting) recommend you vote in favour

Resolution	Related Party	Connection	Number of Shares	Recommendation
4	Cameron Collins	Son of Christopher Collins	2,000,000	The Directors (Mr Collins absent and not voting) recommend you vote in favour
5	Rosemary Quinn	Wife of Michael Quinn, Director	300,000	The Directors (Mr Quinn absent and not voting) recommend you vote in favour
6	Andrew Sneddon as trustee for The Sneddon Family Superannuation Fund	Andrew Sneddon, Director, acting as trustee of superannuation fund of which Mr Sneddon is a beneficiary	300,000	The Directors (Mr Sneddon absent and not voting) recommend you vote in favour

The issue of shares will be effected shortly after but in any event not later than one (1) month after the date of the meeting.

The shares will be issued at the price and on the terms and conditions described in the explanatory material for Resolution 1.

The funds raised from the issue of shares will be used for the same purposes as described in the explanatory material for Resolution 1.

These proposed issues are included within the 25,000,000 share maximum referred to in resolution 1.

Innate Immuno therapeutics

ABN 16 165 160 841

Lodge your vote:



Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 IIL

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the Notice of Meeting online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

• For your vote to be effective it must be received by 11.00 a.m. (Sydney time) on Wednesday 28 October 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Innate Immunotherapeutics Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Innate Immunotherapeutics Limited to be held at Grant Thornton, Redwood Room, Level 17, 383 Kent Street, Sydney NSW 2000 on Friday 30 October 2015 at 11.00 a.m. (Sydney time) and at any adjournment or postponement of that meeting.

Items of Business



PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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• 1 Approve Proposed Issue of Shares

• 2 Approve the Issue of Shares to a Director – Christopher Carl Collins

• 3 Approve the Issue of Shares to a Related Party – Caitlin Collins

• 4 Approve the Issue of Shares to a Related Party – Cameron Collins

• 5 Approve the Issue of Shares to a Related Party – Rosemary Quinn

• 6 Approve the Issue of Shares to a Related Party – The Sneddon Family Superannuation Fund

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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