Proxy Solicitation & Information Statement • Nov 10, 2018
Proxy Solicitation & Information Statement
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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: Wednesday, December 19, 2018, at 4:30 p.m. (Israel Time).
Date of adjourned meeting: Wednesday, December 26, 2018, 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"[1]: | Yes / No |
|---|---|
| A "Senior Officer of the Company"[2]: | Yes / No |
| An "Institutional Investor"[3]: | Yes / No |
1Please circle the relevant possibility in each of the sections.
2As defined in Section 1 of the Securities Law, 5728-1968 (hereinafter: the "Securities Law")
3As defined in Section 37(d) of the Securities Law
4As 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 | |||
|---|---|---|---|
| Matter | For | Against | Abstain |
| Proposal 3 To approve an amendment of the Company's amended and restated articles of association as set forth in the Proxy Statement. |
|||
| Proposal 4 To approve the re-appointment of the applicable nominee for re election as a director, to serve as a director of the Company in the second class of directors, commencing with the expiration of the applicable nominee's current term of office as a director, and to serve until the 2021 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 4.A. | |||
| Mr. Isaac Israel | |||
| Proposal 4.B. | |||
| Mr. Simcha Rock | |||
| Proposal 4.C. | |||
| Ms. Revital Stern-Raff | |||
| Proposal 5 | |||
| To approve an amendment to the terms of office and employment of Dr. John Paul Waymack, the Chairman of the Board of Directors and Chief Medical Officer of the Company, as set forth under Proposal 5 in the Proxy Statement. |
|||
| Proposal 6 | |||
| To approve an amendment to the terms of office and employment of Mr. Isaac Israel, a member of the Board of Directors and Chief Executive Officer of the Company, as set forth under Proposal 6 in the Proxy Statement. |
| Proposal 7 To approve the terms of office and employment of Mr. Simcha Rock, a member of the Board of Directors, with respect to his services as a consultant of the Company, as set forth under Proposal 7 in the Proxy Statement. |
||
|---|---|---|
| Proposal 8 To approve a 1-for-20 reverse share split of the Company's ordinary shares, effective on the date to be announced by the Company, and to approve the applicable amendments to each of the Company's Memorandum of Association and Amended and Restated Articles of Association to reflect such reverse split, as set forth under Proposal 8 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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