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Purple Biotech Ltd.

Proxy Solicitation & Information Statement Mar 23, 2019

7004_rns_2019-03-23_afeff65d-f123-453b-8aa8-5d6bf37622f1.pdf

Proxy Solicitation & Information Statement

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Voting Slip – Part Two

Company name: Kitov Pharma Ltd., 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, April 29, 2019, at 4:30 p.m. (Israel Time).

Date of adjourned meeting: Monday, May 6, 2019, at 4:30 p.m. (Israel Time).

Meeting type: Special 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 following1 :

A "Principal Shareholder"1
:
Yes / No
A "Senior Officer of the Company"2
:
Yes / No
An "Institutional Investor"3
:
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

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Manner of Voting:

Manner of voting
Matter For Against Abstain
Proposal 1
To approve to approve the transactions for the acquisition of FameWave and
the ADS, warrant and option issuances by the Company to be made in
connection with the Company's transactions for the acquisition of FameWave
and the concurrent investment in the Company by certain investors and
shareholders of FameWave in a private placement, as set forth under Proposal
1in the Proxy Statement.
Proposal 2
To approve an increase in the number of ordinary shares reserved under Kitov
Ltd. 2016 Equity-Based Incentive Plan to 7,500,000 ordinary shares to
qualify for incentive stock options for US Tax purposes, as set forth under
Proposal 2 in the Proxy Statement.
Proposal 3
To approve the grant of equity-based incentive compensation to each director
so named, as set forth under Proposal 3 in the Proxy Statement:
Proposal 3.A.
John Paul Waymack, M.D., Sc.D. Chairman of the Board of Directors and
Chief Medical Officer
Proposal 3.B.
Isaac Israel Chief Executive Officer and Director
Proposal 3.C.
Gil Ben-Menachem, Ph.D., MBA Vice President of Business Development
and Director
Proposal 3.D.
Simcha Rock, CPA, MBA Director
Matter Manner of voting
For Against Abstain
Proposal 3.E.
Steven Steinberg Independent Director
Proposal 3.F.
Ido Agmon, MBA Independent Director
Proposal 3.G.
Arye Weber Independent Director
Proposal 3.H.
Ran Tzror, CPA, MBA Independent Director
Proposal 3.I.
Revital Stern-Raff, CPA, MBA

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 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 an ID / passport / certificate of incorporation.

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