Pre-Annual General Meeting Information • Mar 8, 2016
Pre-Annual General Meeting Information
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C460�������� ��"�2PublicCOMPUGEN LTD10690Corporation no: 511779639Stock Exchange/Market: TASE606670Pinchas Rosen 72 , Tel Aviv 69512 , ,Tel: 03-7658585 , 03-7658525 Fax: 03-7658555E.mail address: [email protected] via MAGNA: 08/03/2016 Time of broadcast: 14:37 14:11:16
Reference: 2016-02-002139
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of Meeting
Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999
| 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: 07/03/2016it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 13/04/2016 time: 10:00
| at address: | 26 Harokmim Street; Holon |
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: 14/03/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:1. To re-elect four directors to serve as members of the Board of Directors of the Company
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:2. To re-elect three directors to serve on the Board of Directors of the Company as external directors for additional terms of three years each, and to approve cash remuneration and grant of options to each of the external directors
Does this require disclosure of any ties or other features of the voting security holder? Yeswhether the voting security holder is a controlling shareholder; whether the voting security holder 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 | _________ |
33The item/decision and its particulars:3. To approve equity awards for 2016 to each of the Company�s President and Chief Executive Officer and director, and the Active Chairman of the Board
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 | _________ |
44The item/decision and its particulars:4. 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, 2016, and until the next annual general meeting
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: submissionpdf_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 above������ �����, ��� ����� �' �� �', ����� ������ ������� ������ ���� ������ 03-7658585
6. Link to the Voting System site: Voting System
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: |
| Date of revision of form structure: 03/03/2016 |
| - - - |
| Name of the Signatory: : Gershowitz Donna Lynn , Position of Signatory in the reporting corporation: General Counsel , Name of Employer Company: . |
| Harokmim Street 26 Holon 5885849 Telephone: 03-7658585 , Facsimile: 03-7658555 , E-mail: [email protected] 1 |
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