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Purple Biotech Ltd. — Proxy Solicitation & Information Statement 2016
May 27, 2016
7004_rns_2016-05-27_967946c5-0312-4724-a7a5-a26b05ed49ae.htm
Proxy Solicitation & Information Statement
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C460����� ����� ������ ��"�2PublicKITOV PHARMACEUTICALS HOLDINGS LTD10994Corporation no: 520031238Stock Exchange/Market: -1360670Menachem Begin St, Azrieli Towers Round Tower 132, Floor 23 , Tel Aviv 6701101 , ,Tel: 03-5750547 , Fax: 077-3180015E.mail address: [email protected] via MAGNA: 27/05/2016 Time of broadcast: 13:29 13:25:32
| Company site: | www.kitovpharma.com |
Reference: 2016-02-035979
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
| Complementary report for a report sent on date 24/05/2016 whose reference number was 2016-02-032844 |
| Main details added/ completed: |
| Voting Instruction Form for holders of ADSs as furnished to the SEC on Form 6-K |
2016-02-032844Immediate 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 2016-02-032844 which was called for the date 27/06/2016
| 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: 17/05/2016it was decided on convening of meeting general meeting _________ ,that will be held on the day Monday on the date : 27/06/2016 time: 16:30
| at address: | One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 765016Security name ����� ����� ������ ��"�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: 25/05/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve the Kitov Pharmaceuticals Holdings Ltd. 2016 Equity-Based Incentive Plan to qualify for incentive stock options for US tax purposes.
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 an amendment to the terms of office and compensation of Mr. Isaac Israel, a member of the Board of Directors and Chief Executive Officer of the Company, including the grant of equity-based incentive compensation.
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 the grant of equity-based incentive compensation to Mr. Simcha Rock, a member of the Board of Directors and Chief Financial Officer 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 | _________ |
44The item/decision and its particulars:To approve an amendment to the terms of office and compensation of Dr. John Paul Waymack, the Chairman of the Board of Directors and Chief Medical Officer of the Company, including the grant of equity-based incentive compensation.
Does this require disclosure of any ties or other features of the voting security holder? YesDo you have a Personal Interest in the Matter of the Proposal?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 not a simpe majority | _________ |
Attachment of report of convening meeting: ADR_votingform_6-K_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 aboveOne Azrieli Center,Round Tower, 23rd Floor, Tel Aviv, Israel, Sunday through Thursday during regular working hours, by coordinating in advance
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): |
| 2016-02-030012 |
| Previous names of reporting entity: MAINROM LINE LOGISTICS LTD, ORLINE DEVELOPMENT AND INVESTMENT LTD, KADURY & HAI (MOLET) ASSETS & INVESTMENTS LTD, |
| Date of revision of form structure: 03/04/2016 |
| - - - |
| Name of the Signatory: : BEN-TZVI ABRAHAM SHLOMO , Position of Signatory in the reporting corporation: General Counsel & Company Secretary , Name of Employer Company: . |
| Menachem Begin St, Azrieli Towers Round Tower 132, Floor 23 Tel Aviv 6701101 Telephone: 054-8679966 , Facsimile: 077-3180015 , E-mail: [email protected] 1 |