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Purple Biotech Ltd.

Proxy Solicitation & Information Statement Nov 21, 2019

7004_rns_2019-11-20_b9b04504-e713-416b-bb65-a6e75c1c2f01.pdf

Proxy Solicitation & Information Statement

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Voting Slip – Part Two

Company name: Kitov Pharma Limited, public company no. 520031238

Company address (for submission and delivery of Voting Slips): One Azrieli Center, Round Tower, 19th Floor, Tel Aviv 6701101, Israel

Meeting date: Monday, December 23, 2019, at 4:30 p.m. (Israel Time).

Date of adjourned meeting: Monday, December 30, 2019, at 4:30 p.m. (Israel Time).

Meeting type: Annual General Meeting (the "Meeting").

Shareholder Details:

Shareholder Name: ___________________

Israeli ID no.: ______________________

For shareholders who are not in possession of an Israeli ID card:

Passport no.: ______________________

Country of Issue: ______________________

Valid Until: _______________________

For shareholders that are corporations:

Corporation no. : _____________________

Country of Incorporation: ___________________

Is the Shareholder any of the following[1]:

A "Principal Shareholder"[2] : Yes / No A "Senior Officer of the Company"[3] : Yes / No An "Institutional Investor"[4] : Yes / No

1 Please circle the relevant possibility in each of the sections.

2 As defined in Section 1 of the Securities Law, 5728-1968 (hereinafter: the "Securities Law")

3 As defined in Section 37(d) of the Securities Law

4 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

Manner of Voting:

Manner of voting
Matter For Against Abstain
Proposal 3
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.
Proposal 3.A.
Dr. Eric Rowinsky
Proposal 3.B.
Mr. Ido Agmon
Proposal 4
To approve the terms of office and
employment of Dr. Eric Rowinsky,
the Chairman of the Board of
Directors,
as
set
forth
under
Proposal 4 in the Proxy Statement.
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.
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.
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.

Mark X or V clearly in the appropriate column, in accordance with your voting decision.

Date Signature

For shareholders holding shares through a stock exchange member (in accordance with Section 177(1) of the Companies Law, 5799 - 1999), this Voting Slip is only valid when accompanied by an 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 an ID / passport / certificate of incorporation.

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