Proxy Solicitation & Information Statement • Nov 21, 2019
Proxy Solicitation & Information Statement
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convening of meeting false
| ����� ����� ��"� | 2 670 |
| KITOV PHARMA LTD | |
| Corporation no: 520031238 | 10994 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 20/11/2019 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2019-02-100260 | Time of broadcast: 16:22 16:08:31 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.
The corporation hereby gives notice of: convening of meeting
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 12/11/2019it was decided on convening of meeting annual meeting _________ ,that will be held on the day Monday on the date : 23/12/2019 time: 16:30
| at address: | One Azrieli Center, Round Tower, 19th Floor, Tel Aviv, Israel |
For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 765016Security name ����� ����� ��"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 18/11/2019
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To review the Company�s Financial Statements and Annual Report for the year ended December 31, 2018.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Reporting
| Majority required _________ | _________ |
22The item/decision and its particulars:To review the compensation paid by the Company during 2018 to Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, the independent public accountants of the Company.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Reporting
| Majority required _________ | _________ |
33.AThe item/decision and its particulars:Proposal 3.A To approve the appointment of the applicable nominee for election as a director, to serve as a director of the Company in the first class of directors, commencing with the expiration of the applicable nominee�s current term of office as a director, and to serve until the 2022 annual meeting of shareholders of the Company, and until his successor has been duly appointed, at which time his term of office will end as set forth in the Company�s amended and restated articles of association. - Dr. Eric Rowinsky
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
43.BThe item/decision and its particulars:Proposal 3.B To approve the appointment of the applicable nominee for election as a director, to serve as a director of the Company in the first class of directors, commencing with the expiration of the applicable nominee�s current term of office as a director, and to serve until the 2022 annual meeting of shareholders of the Company, and until his successor has been duly appointed, at which time his term of office will end as set forth in the Company�s amended and restated articles of association. - Mr. Ido Agmon
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
54.AThe item/decision and its particulars:Proposal 4.A To approve the Letter of Exemption granted by the Company to Dr. Eric Rowinsky which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
64.BThe item/decision and its particulars:Proposal 4.B To approve the Letter of Indemnity granted by the Company to Dr. Eric Rowinsky, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
74.C.The item/decision and its particulars:Proposal 4.C. To approve the cash and equity-based compensation of Dr. Eric Rowinsky, Chairman of the Board of Directors, as set forth under Proposal 4 in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
Attachment of report of convening meeting: Proxy_Statement_and_Voting_Slip_191119_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationVoting_Slip_191119_isa.pdf
No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveOne Azrieli Center, Round Tower, 19th Floor, Tel Aviv, Israel, Sunday through Thursday during regular working hours, by coordinating in advance with Mr. Gil Efron.
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| 2019-02-098586 2019-02-099897 | |
| - - - | |
| Stock Exchange/Market: NASDAQ CM | Date of revision of form structure: 29/10/2019 |
| Address: Menachem Begin St, Azrieli Towers Round Tower 132 , Tel Aviv 6701101 , Israel Tel: 03-9333121 , Fax: 03-5097196 | |
| E-mail address: [email protected] Company site: www.kitovpharma.com | |
| Previous names of reporting entity: KITOV PHARMACEUTICALS HOLDINGS LTD, MAINROM LINE LOGISTICS LTD, ORLINE DEVELOPMENT AND INVESTMENT LTD, KADURY & HAI (MOLET) ASSETS & INVESTMENTS LTD, | |
| Name of the Signatory: BEN-TZVI ABRAHAM SHLOMO Position of Signatory in the reporting corporation: Lawyer/ Legal Counsel Name of Employer Company: ABZ Law Office | |
| Address: Yad Harutzim 15 , Jerusalem 9342152 Telephone: 079-5722070 Facsimile: 079-5722206 E-mail: [email protected] 1 | |
| Israel |
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