Full Press Release Details
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2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 7, 2014
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To the shareholders of Can-Fite BioPharma Ltd.:
Notice is hereby given that the 2014 Annual
General Meeting of Shareholders will be held on Monday, July 7, 2014, at 10.00 a.m. Israel time at our offices, 10 Bareket
Street, Petach Tikva, Israel.
The agenda of the annual meeting will be
Only shareholders and holders of American
Depositary Shares at the close of business on June 2, 2014 are entitled to notice of, and to vote at, the annual meeting and any
adjournment or postponement thereof. You are cordially invited to attend the annual meeting in person.
If you are unable to attend the annual meeting
in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in the pre-addressed envelope
provided. Shareholders who attend the annual meeting may revoke their proxies and vote their shares in person.
Beneficial owners who hold ordinary
shares through members of the Tel Aviv Stock Exchange, or the TASE, may either vote their shares in person at the annual
meeting by presenting a certificate signed by the TASE Clearing House member through which the shares are held, which
complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership
of the shares on the record date, or send such certificate along with a duly executed proxy (in the form filed by us on
MAGNA, the distribution site of the Israeli Securities Authority, at www.magna.isa.gov.il), to us at 10 Bareket Street,
Kiryat Matalon, PO Box 7537, Petach Tikva, 4951778, Israel Attention: Chief Financial Officer.
| By Order of the Board of Directors | |
| Ilan Cohen | |
| Chairman of the Board | |
| May 30, 2014 |
10 Bareket Street, Kiryat Matalon
Petach Tikva 4951778
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FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 7, 2014
This Proxy Statement is furnished to our
holders of ordinary shares, par value NIS 0.25 per share, including holders of our ordinary shares that are represented by American
Depository Shares, or ADSs, in connection with the 2014 Annual General Meeting of Shareholders, to be held on Monday, July 7, 2014,
at 10.00 a.m. Israel time at our offices, 10 Bareket Street, Petach Tikva, Israel, or at any adjournments thereof.
Throughout this Proxy Statement, we use
terms such as "Can-Fite", "we", "us", "our" and the "Company" to refer
to Can-Fite BioPharma Ltd. and terms such as "you" and "your" to refer to our shareholders and ADS holders.
The agenda of the annual meeting will be
We currently are unaware of any other matters
that may be raised at the annual meeting. Should any other matters be properly raised at the annual meeting, the persons designated
as proxies shall vote according to their own judgment on those matters.
Board Recommendation
Our board of directors unanimously recommends
that you vote "FOR" each of Proposals 1 through 4.
Only shareholders and ADS holders at the
close of business on June 2, 2014, shall be entitled to receive notice of and to vote at the annual meeting.
You can vote your ordinary shares by attending
the annual meeting. If you do not plan to attend the annual meeting, the method of voting will differ for shares held as a record
holder, shares held in "street name" (through a Tel Aviv Stock Exchange, or TASE, member) and shares underlying ADSs
that you hold. Record holders of shares will receive proxy cards. Holders of shares in "street name" through a TASE
member will also vote via a proxy card, but through a different procedure (as described below). Holders of ADSs (whether registered
in their name or in "street name") will receive voting instruction cards in order to instruct their banks, brokers
or other nominees on how to vote.
Shareholders of Record
If you are a shareholder of record, you
can submit your vote by completing, signing and submitting a proxy card, which has been published at www.magna.isa.gov.il
and www.maya.tase.co.il and which will be accessible at the "Investor
Information" portion of our website, as described below under "Shareholder Meetings".
Please follow the instructions on the proxy
Shareholders Holding in "Street
Name," Through the TASE
If you hold ordinary shares in "street
name," that is, through a bank, broker or other nominee that is admitted as a member of the TASE, your shares will only be
voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if you attend the annual meeting in
If voting by mail, you must sign and date
a proxy card in the form filed by us on MAGNA on May 30, 2014 and attach to it a certificate signed by the TASE Clearing House
member through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in
General Meetings)-2000 as proof of ownership of the shares on the record date, and return the proxy card, along with the proof
of ownership certificate, to us, as described in the instructions available on MAGNA.
If you choose to attend the annual meeting
(where ballots will be provided), you must bring the proof of ownership certificate from the TASE's Clearing House member
through which the shares are held, indicating that you were the beneficial owner of the shares on the record date.
Under the terms of the Deposit Agreement
between the Company, The Bank of New York Mellon, as depositary, or BNY Mellon, and the holders of our ADSs, BNY Mellon shall endeavor
(insofar as is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions
provided by the holders of ADSs to BNY Mellon. For ADSs that are held in "street name", through a bank, broker or other
nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee
to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's
voting instructions. If no instructions are received by BNY Mellon from any holder of ADSs (whether held directly by a beneficial
holder or in "street name") with respect to any of the shares represented by the ADSs on or before the date established
by BNY Mellon for such purpose, BNY Mellon shall not vote or attempt to vote the shares represented by such ADSs.
Multiple Record Shareholders or Accounts
You may receive more than one set of voting
materials, including multiple copies of this document and multiple proxy cards or voting instruction cards. For example, shareholders
who hold ADSs in more than one brokerage account will receive a separate voting instruction card for each brokerage account in
which ADSs are held. Shareholders of record whose shares are registered in more than one name will receive more than one proxy
card. You should complete, sign, date and return each proxy card and voting instruction card you receive.
Our board of directors urges you
to vote your shares so that they will be counted at the annual meeting or at any postponements or adjournments of the annual meeting.
Solicitation of Proxies
"proxies", shareholders and ADS holders may vote at the annual meeting whether or not they attend. If
a properly executed proxy in the attached form is received by us at least 48 hours prior to the annual meeting (and received by
BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the shares represented
by the proxy shall be voted as indicated on the form or, if no preference is noted, shall be voted in favor of the matter described
above, and in such manner as the holder of the proxy may determine with respect to any other business as may come before the annual
meeting or any adjournment thereof. Shareholders and ADS holders may revoke their proxies at any time before the deadline
for receipt of proxies by filing with us (in the case of holders of ordinary shares) or with BNY Mellon (in the case of holders
of ADSs), a written notice of revocation or duly executed proxy bearing a later date.
Proxies are being distributed to shareholders
and ADS holders on or about June 6, 2014. Certain officers, directors, employees, and agents of ours, none of whom will receive
additional compensation therefor, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for
the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage