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Purple Biotech Ltd. — Proxy Solicitation & Information Statement 2017
Jun 9, 2017
7004_rns_2017-06-09_e9efd687-3c46-43ab-a846-96a688c80625.htm
Proxy Solicitation & Information Statement
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convening of meeting false
| ����� ����� ������ ��"� | 2 670 |
| KITOV PHARMACEUTICALS HOLDINGS LTD | |
| Corporation no: 520031238 | 10994 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 09/06/2017 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2017-02-058908 | Time of broadcast: 17:16 16:38:25 |
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
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: 01/06/2017it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Wednesday on the date : 12/07/2017 time: 16:30
| at address: | One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, 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: 06/06/2017
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve an increase in the number of ordinary shares reserved under Kitov Pharmaceuticals Holdings Ltd. 2016 Equity-Based Incentive Plan to 50,000,000 ordinary shares 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 the Compensation Policy, in the form attached as Exhibit A to the Company�s Proxy Statement.
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 | as set forth in the Proxy Statement |
33The item/decision and its particulars:To approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Mr. Arye Weber
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
44The item/decision and its particulars:To approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Ms. Revital-Stern-Raff
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
55The item/decision and its particulars:To approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Mr. Ran Tzror
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
66The item/decision and its particulars:To approve Letter of Indemnity granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Mr. Arye Weber
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
77The item/decision and its particulars:To approve Letter of Indemnity granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Ms. Revital-Stern-Raff
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
88The item/decision and its particulars:To approve Letter of Indemnity granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. - Mr. Ran Tzror
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
99The item/decision and its particulars:To approve the inclusion under the D&O Policy of the Company of the director so named, effective as of the commencement of such director�s engagement with the Company. - Mr. Arye Weber
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
1010The item/decision and its particulars:To approve the inclusion under the D&O Policy of the Company of the director so named, effective as of the commencement of such director�s engagement with the Company. - Ms. Revital-Stern-Raff
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
1111The item/decision and its particulars:To approve the inclusion under the D&O Policy of the Company of the director so named, effective as of the commencement of such director�s engagement with the Company. - Mr. Ran Tzror
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
1212The item/decision and its particulars:To approve that the Company may procure a D&O Insurance Policy, as well as procure in the future additional D&O Insurance Policies, and to include all current as well as future office holders under the coverage of any such D&O Insurance Policies, effective as of the commencement of their engagement with the Company, as set forth under Proposal 4 of the Proxy Statement.
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter at the Meeting as Valid Meeting Participants, this matter shall further requires a Disinterested Majority as such is defined in the Proxy Statement.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 | see note above |
1313The item/decision and its particulars: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, including the grant of equity-based incentive compensation, as set forth under Proposal 5 in the Proxy Statement.
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1414The item/decision and its particulars: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, including the grant of equity-based incentive compensation, as set forth under Proposal 6 in the Proxy Statement.
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1515The item/decision and its particulars:To approve an amendment to the terms of office and employment of Mr. Simcha Rock a member of the Board of Directors and Chief Financial Officer of the Company, including the grant of equity-based incentive compensation, as set forth under Proposal 7 in the Proxy Statement.
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1616The item/decision and its particulars:To approve an amendment to the terms of office and employment of the director so named, including the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement. - Mr. Arye Weber
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1717The item/decision and its particulars:To approve an amendment to the terms of office and employment of the director so named, including the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement. - Ms. Revital-Stern-Raff
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1818The item/decision and its particulars:To approve an amendment to the terms of office and employment of the director so named, including the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement. - Mr. Ran Tzror
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
1919The item/decision and its particulars:To approve an amendment to the terms of office and employment of the director so named, including the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement. - Mr. Ido Agmon
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
2020The item/decision and its particulars:To approve an amendment to the terms of office and employment of the director so named, including the grant of equity-based incentive compensation, as set forth under Proposal 8 in the Proxy Statement. - Mr. Steven Steinberg
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? To the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the Compensation Committee and Board of Directors did not determine to approve Proposal 2 even if it is rejected by the shareholders, then in addition to the affirmative vote of the holders of a majority of the Company�s ordinary shares, participating and voting on this matter as Valid Meeting Participants, this matter shall further require a Disinterested Majority at the Adjourned Meeting to be held on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices.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 | see note above |
Attachment of report of convening meeting: NoticeofSHMeetingandProxyStatementforMAYA_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationPartTwoVotingSlip_isa.pdf
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 Offices, One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv, Israel, Sunday through Thursday during regular working hours, by coordinating in advance.
6. Link to the Voting System site: Voting System
Meeting Identifier: _________
| The Proxy Statement and accompanying Voting Slip, as well as the Notice of Special General Meeting of Shareholders, have been prepared in accordance with applicable disclosure requirements in the State of Israel, as such are applicable to a Company which is a foreign private issuer and whose securities are traded on both the TASE and the NASDAQ, and which reports in Israel in accordance with the Dual-Listed Reporting Requirements (as defined in the Proxy Statement). The circulation of the Proxy Statement, the accompanying Voting Slip, and/or our Notice of Special General Meeting of Shareholders, and the language set forth therein each of such documents, should not be taken as an admission that we are subject to the proxy rules under the Exchange Act, nor as an admission that in doing so we are not availing, nor that we may not avail, ourselves of any, or all of, the exemptions set forth under Regulation 3 of the Companies Regulations (Relief Regulations for Companies Whose Securities are Listed for Trading on an Exchange Outside of Israel), 5760-2000. Furthermore, nothing in the Proxy Statement should be taken as an admission by us with respect to that which is stated under Regulation 5 of the Notice Regulations concerning the applicability (or lack thereof) of instructions under relevant non-Israeli law to the content our Proxy Statement, the accompanying Voting Slip, and/or our Notice of Special General Meeting of Shareholders, insofar as such may apply to certain matters on the agenda of the Meeting. | |
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| 2017-02-056445 2017-02-058902 | |
| - - - | |
| Stock Exchange/Market: NASDAQ CM | Date of revision of form structure: 06/06/2017 |
| Address: Menachem Begin St, Azrieli Towers Round Tower 132 , Tel Aviv 6701101 , Israel Tel: 03-9333121 , 03-9311321 Fax: 03-5097196 | |
| E-mail address: [email protected] Company site: www.kitovpharma.com | |
| Previous names of reporting entity: MAINROM LINE LOGISTICS LTD, ORLINE DEVELOPMENT AND INVESTMENT LTD, KADURY & HAI (MOLET) ASSETS & INVESTMENTS LTD, | |
| Name of the Signatory: BEN-TZVI ABRAHAM SHLOMO Position of Signatory in the reporting corporation: General Counsel & Company Secretary Name of Employer Company: | |
| Address: Menachem Begin St, Azrieli Towers Round Tower 132, Floor 23 , Tel Aviv 6701101 Telephone: 03-9333121 Facsimile: 03-5097196 E-mail: [email protected] 1 | |
| Israel |