Proxy Solicitation & Information Statement • Nov 11, 2021
Proxy Solicitation & Information Statement
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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.: Nir Livneh, Vice President-Legal Affairs and Secretary
Meeting date: Wednesday, December 22, 2021, at 4:30 p.m. (Israel time).
Meeting type: Annual General Meeting (the "Meeting").
Record Date: Monday, November 15, 2021
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.
| (Check or mark "X" clearly in each column in accordance with your voting decision.) | ||
|---|---|---|
| Matter | Manner of Voting | Do you have a "Personal Interest"1 in the Matter of the Proposal? |
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|---|---|---|---|---|---|
| For | Against | Abstain | Yes | No | |
| Proposal 1 To approve the election of three directors to serve as third class directors, each for a three year term until the annual general meeting to be held in 2024, and until their respective successors are duly elected and qualified, on the terms set forth in the Proxy Statement: |
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| Proposal 1.a. | |||||
| Isaac Israel | |||||
| Proposal 1.b. | |||||
| Suzana Nahum-Zilberberg | |||||
| Proposal 1.c. | |||||
| Ori Hershkovitz | |||||
| Proposal 2 | |||||
| To approve the issuance by the company of a letter of exemption and a letter of indemnification to Robert Gagnon, as a member of the Board of Directors. |
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| Proposal 3.a. | |||||
| To approve the grant of options to Dr. Eric Rowinsky, the Chairman of the Board of Directors. |
|||||
| Proposal 3.b. | |||||
| To approve the grant of equity-based awards, in the form of options and RSUs, to Robert Gagnon, a member of the Board of Directors. |
|||||
| Proposal 3.c. | |||||
| To approve the grant of equity-based awards, in the form of options and RSUs, to Suzana Nahum-Zilberberg, a member of the Board of Directors, subject to her re-election as a director at the Meeting. |
Matter Manner of Voting For Against Abstain Yes No Do you have a "Personal Interest"1 in the Matter of the Proposal? Proposal 1 Proposal 1.a. Proposal 1.b. Proposal 1.c. Proposal 2 Proposal 3.a. Proposal 3.b. Proposal 3.c. To approve the grant of equity-based awards, in the form of options and RSUs, to Suzana Nahum-Zilberberg, a member of the Board of To approve the grant of equity-based awards, in the from of options and RSUs, to Robert Gagnon, a member of the Board of Directors. To approve the grant of options to Dr. Eric Rowinsky, the Chairman of the Board of Directors. Ori Hershkovitz Isaac Israel To approve the election of three directors to serve as third class directors, each for a three year term until the annual general meeting to be held in 2024, and until their respective successors are duly elected and qualified, on the terms set forth in the Proxy Statement: Suzana Nahum-Zilberberg To approve the issuance by the company of a letter of exemption and a letter of indemnification to Robert Gagnon, as a member of the Board of Directors.
| Proposal 3.d. To approve the grant of equity-based awards, in the form of options and RSUs, to Ori Hershkovitz, a director nominee, subject to his election as a director at the Meeting. |
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|---|---|---|---|
| Proposal 4 To approve an amendment to the annual bonus terms of Mr. Isaac Israel, the Company's Chief Executive Officer and a director. |
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| Proposal 5.a. To approve the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, the Company's Chief Executive Officer and a director. |
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| Proposal 5.b. Subject to the approval of the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, the Company's Chief Executive Officer and a director, to approve the payment of such bonus in the form of the Company's American Depositary Shares. |
1 As such term is defined in the Israel Companies Law, 5799 – 1999 (the "Companies Law"), and as described in the Proxy Statement for the Meeting.
Directors, subject to her re-election as a director at the Meeting. To approve the grant of equity-based awards, in the form of options and RSUs, to Ori Hershkovitz, a director nominee, subject to his election as a director at the Meeting. Proposal 3.d. To approve an amendment to the annual bonus terms of Mr. Isaac Israel, the Company's Chief Executive Officer and a director. Proposal 4 To approve the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, the Company's Chief Executive Officer and a director. Proposal 5.a. Subject to the approval of the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, the Company's Chief Executive Officer and a director, to approve the payment of such bonus in the form of the Company's American Depositary Shares. Proposal 5.b.
If I checked above that I have a "personal interest" in any or all of Proposal 4, Proposal 5.a. or Proposal 5.b., following are details in connection with such "personal interest":
Date Signature
For shareholders holding shares through a stock exchange member (in accordance with Section 177(1) of the Companies Law, this Voting Slip is only valid when accompanied by a certification of ownership. For shareholders registered in the Company's 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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