Purple Biotech Ltd. — Proxy Solicitation & Information Statement 2017

Jun 9, 2017

Voting Slip – Part Two

Company name: Kitov Pharmaceuticals Holdings Limited, public company no. 520031238
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Company address (for submission and delivery of Voting Slips): One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv 6701101, Israel
Meeting date: Wednesday, July 12, 2017, at 4:30 p.m. (Israel Time).
Date of adjourned meeting: Wednesday, July 19, 2017, at 4:30 p.m. (Israel Time).
Meeting type: Special General Meeting (the "Meeting").
Record Date: At the close of business in New York on Tuesday, June 6, 2017
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 following1 :
A "Principal Shareholder" 2 Yes / No :
A "Senior Officer of the Company" 3 Yes / No :
An "Institutional Investor" 4 Yes / No :
1 Please circle the relevant possibility in each of the sections.

² As defined in Section 1 of the Securities Law, 5728-1968 (hereinafter: the "Securities Law")

³ As defined in Section 37(d) of the Securities Law

⁴ As 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:

	Manner of voting		Do you have a Personal Interest in the Matter of the Proposal?5
Matter	For	Against	Abstain	Yes	No
Proposal 1 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.
Proposal 2 To approve the Compensation Policy, in the form attached as Exhibit A to the Company's Proxy Statement.
Proposal 3.A 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.
i) Mr. Arye Weber
ii) Ms. Revital-Stern-Raff
iii) Mr. Ran Tzror

⁵ 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 the applicable matter at the Meeting as Valid Meeting Participants, each of Proposals 3 and 4 shall further requires a Disinterested Majority as such is defined in the Proxy Statement. Furthermore, should Proposal 2 not be approved 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 the matters under each of Proposals 5 through 8 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. Accordingly, each shareholder voting on Proposals 3 through 8 is required to inform the Company prior to voting whether or not the shareholder has a personal interest in the applicable Proposal. Otherwise, pursuant to the Companies Law, and to the extent that Proposal 2 is not approved by the shareholders at the Meeting, and the matters under any of Proposals 3 through 8 become subject to a Disinterested Majority, then the shareholder's vote on such Proposal amongst Proposals 3 through 8 cannot be counted in determining whether the above Disinterested Majority approval requirements are satisfied.

	Do you have a Personal Interest in the Matter of the Proposal?5 Manner of voting
Matter	For	Against	Abstain	Yes	No
Proposal 3.B 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.
i) Mr. Arye Weber
ii) Ms. Revital-Stern-Raff
iii) Mr. Ran Tzror
Proposal 3.C 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.
i) Mr. Arye Weber
ii) Ms. Revital-Stern-Raff
iii) Mr. Ran Tzror
Proposal 4 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.

			Do you have a Personal Interest in
	Manner of voting			the Matter of the Proposal?5
Matter	For	Against	Abstain	Yes	No
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, including the grant of equity-based incentive compensation, 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, including the grant of equity-based incentive compensation, as set forth under Proposal 6 in the Proxy Statement.
Proposal 7 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.
Proposal 8 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.
i) Mr. Arye Weber
ii) Ms. Revital-Stern-Raff
iii) Mr. Ran Tzror
iv) Mr. Ido Agmon
v) Mr. Steven Steinberg

Mark X or V clearly in the appropriate column, in accordance with your voting decision.

Details:

Following are details in connection with my status as an interested party, as defined in section 1 of the Companies Law, for the purpose of the proposed engagement:

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.