AGM Information • May 2, 2023
AGM Information
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Company name: Purple Biotech Ltd., company no. 520031238
Company address (for submission and delivery of Voting Slips): 4 Oppenheimer Street, Science Park, Rehovot 6701101, Israel, email: [email protected]; or fax: +972-153-39311321, Attn.: Roee Ovadia, Legal Counsel
Meeting date: Thursday, June 15, 2023, at 4:30 p.m. (Israel time).
Meeting type: Annual General Meeting (the Meeting).
Record Date: Monday, May 8, 2023
Shareholder name:
Israeli identification number:
For shareholders who do not have an Israeli identification card:
| Passport number: |
|---|
| Country of issue: |
| Valid until: |
| For shareholders that are corporations: |
| Corporation number: |
| Country of incorporation: |
| Is the shareholder a "Principal Shareholder1", "Senior Officer of the Company2" or an "Institutional Investor3"? Yes/No (circle as appropriate) |
1 As defined in Section 1 of the Israel Securities Law, 5728-1968 (the Securities Law).
2 As defined in Section 37(d) of the Securities Law.
3 As defined in Regulation 1 of the Supervision of Financial Services Regulations (Provident Funds) (Participation of a Management Company at a General Meeting), 5769-2009 as well as a Manager of Mutual Funds as per the meaning in the Mutual Funds Law, 5754-1999.
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| Matter | Manner of Voting | |||
|---|---|---|---|---|
| For | Against | Abstain | ||
| 1. | To approve the election of Simcha Rock to serve as a second class director, for a three-year term until the annual general meeting to be held in 2026, and until his successor is duly elected and qualified. |
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| 2(a). | To approve the grant of equity-based awards to each of the members of the Board of Directors of the Company (other than Isaac Israel, who also serves as Acting Chief Executive Officer of the Company) who shall serve in such capacity as of immediately following the Meeting. |
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| 2(b). | To approve the grant of equity-based awards to Isaac Israel, a director and Acting Chief Executive Officer of the Company |
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| 3. | To approve the terms of engagement of Mr. Isaac Israel as the Company's Acting Chief Executive Officer. | |||
| 4. | To approve the payment to Mr. Isaac Israel of the discretionary portion of his 2021 and 2022 annual bonuses for his former service as the Company's Chief Executive Officer. |
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| 5. | To approve the payment to Dr. Eric Rowinsky, the Chairman of the Company's Board of Directors, of an additional fee for service as Chairman of the Company's Medical and Clinical Committee. |
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| 6. | To approve and adopt an amended and restated Compensation Policy for executive officers and directors. | |||
| 7. | To approve the reappointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the Company's independent registered public accountants for a period of three years until the annual general meeting of shareholders to be held in 2026. |
Do you have a personal interest (within the meaning of the Israel Companies Law, 5799 1999 (the Companies Law), as described below and in the Proxy Statement for the Meeting) in Proposal 2(b), Proposal 3, Proposal 4 or Proposal 6 (check or mark X clearly in the applicable column)? Votes cast on Proposal 2(b), Proposal 3, Proposal 4 and Proposal 6 will not be counted, unless yes or no has been specified as to whether you have a personal interest with respect to such proposal.
Under the Companies Law, a personal interest of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder) serves as a director or chief executive officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Companies Law, in the case of a person voting by proxy, personal interest includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.
| YES | NO | ||
|---|---|---|---|
| 8. | The undersigned has a personal interest in Proposal 2(b) | ||
| 9. | The undersigned has a personal interest in Proposal 3 | ||
| 10. | The undersigned has a personal interest in Proposal 4 | ||
| 11. | The undersigned has a personal interest in Proposal 6 |
Date Signature
For shareholders holding shares through a member of the Tel Aviv Stock Exchange, this Voting Slip is only valid when accompanied by a certification of ownership, in accordance with the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000. For shareholders registered in the Companys shareholder registry, this Voting Slip will only be valid when accompanied by a photocopy of a government-issued photograph identification (e.g., passport, identification card or certificate of incorporation (as the case may be)).

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