Proxy Solicitation & Information Statement • Jul 3, 2020
Proxy Solicitation & Information Statement
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Company name: Kitov Pharma Ltd., company no. 520031238
Company address (for submission and delivery of Voting Slips): One Azrieli Center, Round Tower, 19th Floor, Tel Aviv 6701101, Israel, email: [email protected]; or fax: +972-153- 39311321, Attn.: Gil Efron, Deputy Chief Executive Officer and Chief Financial Officer
Meeting date: Thursday, August 6, 2020, at 4:30 p.m. (Israel Time).
Meeting type: Extraordinary General Meeting (the "Meeting").
Record Date: Monday, July 6, 2020
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)
(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 an increase of the Company's registered and authorized ordinary share capital and corresponding amendments to its articles of association and memorandum of association. |
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| Proposal 2 To approve an amendment to the Kitov Pharma Ltd. 2016 Equity-Based Incentive Plan to increase the aggregate number of ordinary shares reserved thereunder in order to be able to award options that qualify as incentive stock options for U.S. tax purposes. |
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| Proposal 3 To approve an amended and restated Compensation Policy for the Company's executive officers and directors. |
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.
| Matter | Manner of Voting | Do you have a "Personal Interest"1 in the Matter of the Proposal? |
|||
|---|---|---|---|---|---|
| For | Against | Abstain | Yes | No | |
| Proposal 4 To approve the grants of equity-based awards to the Company's Chief Executive Officer and directors, in such amounts and with such terms and conditions as described in Proposal 4 of the Company's Proxy Statement for the Meeting, as follows: |
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| 4.a. To approve the grants of equity-based awards to Isaac Israel, the Company's Chief Executive Officer and a Director. |
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| 4.b. To approve the grants of equity-based awards to Dr. Eric Rowinsky, the Chairman of the Board of Directors of the Company. |
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| 4.c. To approve the grants of equity-based awards to the other members of the Board of Directors of the Company. |
If I checked above that I have a "personal interest" in either or both of Proposal 3 and Proposal 4.a., 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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