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Compugen Ltd.

Pre-Annual General Meeting Information Jun 28, 2018

6734_rns_2018-06-28_54d75db0-0d58-4188-94d8-6b311fdc6ad9.htm

Pre-Annual General Meeting Information

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COMPUGEN LTD
Corporation no: 511779639 10690
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 28/06/2018
www.isa.gov.il www.tase.co.il Reference: 2018-02-062122 Time of broadcast: 13:23 13:11:32

Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

Delay the publication of a report _________ _________

1. The delay of the report can be done up to 72 hours maximum from the date of filling out the form.2. Attention that in accordance with the provisions of the law, the reporting date must be simultaneous with the report in the foreign exchange.

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: 07/06/2018it was decided on convening of meeting annual meeting _________ ,that will be held on the day Monday on the date : 06/08/2018 time: 15:00

at address: 26 Harokmim Street, Bldg D, Holon Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1085208Security name �������� �"� 0.01 �"�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: 03/07/2018

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect two (2) directors to serve as members of the Board of Directors; to elect three (3) new directors to serve as members of the Board of Directors

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 _________

22The item/decision and its particulars:To approve compensation for non-executive directors

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 _________

33The item/decision and its particulars:To approve a cash bonus plan, and related objectives and terms thereof, to the Company�s President and Chief Executive Officer, for calendar years 2018, 2019 and 2020

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security is a controlling shareholder; whether the voting security has a personal interestNote: 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 not a simpe majority _________

44The item/decision and its particulars:To approve an equity award to the Company�s President and Chief Executive Officer for each of calendar years 2018, 2019 and 2020

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security is a controlling shareholder; whether the voting security has a personal interestNote: 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 not a simpe majority _________

55The item/decision and its particulars:To re-appoint Kost Forer Gabbay & Kasierer (a member of Ernst and Young Global), as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018, and until the next annual general meeting

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: 6k_isa.pdf

4. AttachedNo wording of the voting letterNo position notification_________

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 aboveAt the Company's offices, Sunday through Thursday during normal working hours and in advanced coordination by phone at: 03-7658585

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):
- - -
Stock Exchange/Market: TASE Date of revision of form structure: 19/06/2018
Address: Harokmim 26 , Holon 5885849   , Israel Tel: 03-7658585 , 03-7658525 Fax: 03-7658555
E-mail address: [email protected]
Previous names of reporting entity:
Name of the Signatory: Gershowitz Donna Lynn Position of Signatory in the reporting corporation: General Counsel Name of Employer Company:
Address: Harokmim Street 26 , Holon 5885849 Telephone: 03-7658585 Facsimile: 03-7658555 E-mail: [email protected] 1
Israel

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