Full Press Release Details
2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 2, 2020
To the shareholders of Can-Fite BioPharma
Notice is hereby given
that the 2020 Annual General Meeting of Shareholders will be held on Wednesday, December 2, 2020, at 12:00 p.m. Israel time at
our offices, 10 Bareket Street, Petach Tikva, Israel.
The agenda of the annual
meeting will be as follows:
re-elect Abraham Sartani to our Board of Directors, so that following such re-election, his term shall expire in accordance with
re-elect Israel Shamay to the Company's board of directors as an external director for a three-year term ending December
approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst &
Young Global, as our independent registered public accounting firm for the year ending December 31, 2020 and until our next annual
general meeting of shareholders, and to authorize our audit committee to fix such accounting firm's compensation.
discuss the auditor's report of our independent registered public accounting firm and audited financial statements for the
year ended December 31, 2019 and to transact such other business as may properly come before the meeting.
Only shareholders and
holders of ordinary shares represented by American Depositary Shares at the close of business on November 2, 2020 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
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 | |
| Chairman of the Board | |
| October 28, 2020 |
10 Bareket Street, Kiryat Matalon
Petach Tikva 4951778
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 2, 2020
This Proxy Statement
is furnished to our holders of ordinary shares, par value NIS 0.25 per share and holders of our ordinary shares that are represented
by American Depository Shares, or ADSs, in connection with the 2020 Annual General Meeting of Shareholders, to be held on Wednesday,
December 2, 2020, at 12:00 p.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
The agenda of the annual
meeting will be as follows:
re-elect Abraham Sartani to our Board of Directors for a term expiring in accordance with his class.
re-elect Israel Shamay to the Company's board of directors as an external director for a three-year term ending December
approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst &
Young Global, as our independent registered public accounting firm for the year ending December 31, 2020 and until our next annual
general meeting of shareholders, and to authorize our audit committee to fix such accounting firm's compensation.
discuss the auditor's report of our independent registered public accounting firm and audited financial statements for the
year ended December 31, 2019 and to transact such other business as may properly come before the meeting.
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, 2 and 3.
Only shareholders and
ADS holders at the close of business on November 2, 2020 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
Shareholders Holding in "Street Name"
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 person.
you must sign and date a proxy card in the form filed by us on MAGNA on October 28, 2020 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.
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
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
Solicitation of Proxies