Full Press Release Details
2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 2021
To the shareholders of Can-Fite BioPharma Ltd.:
Notice is hereby given that
the 2021 Annual General Meeting of Shareholders will be held on Monday, June 7, 2021, at 3:00 p.m. Israel time at our offices, 10
Bareket Street, Petach Tikva, Israel.
The agenda of the annual meeting
1. To re-elect Ilan Cohn to our
Board of Directors as a Class II director, so that following such re-election, his term shall expire in accordance with his class.
2. To approve the grant of options to Pnina Fishman, our Chief
3. To increase our authorized
share capital by 4,000,000,000, such that following the increase, the authorized share capital shall equal NIS 1,000,000,000 divided into
5,000,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles of association accordingly.
4. To approve the amendment
to our Compensation Policy in relation to the Directors and Officers Insurance policy by an increase of the annual premium payable for
the directors' and officers' insurance policy.
5. To 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, 2021 and until our next annual general meeting of shareholders, and
to authorize our audit committee to fix such accounting firm's compensation.
6. To discuss the auditor's
report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2020 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 May 3, 2021 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 | |
| Chairman of the Board | |
| June 1, 2021 |
10 Bareket Street, Kiryat Matalon
Petach Tikva 4951778
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 2021
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 2021 Annual General Meeting of Shareholders, to be held on Monday, June 7, 2021, at 3:00 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 ADS holders.
The agenda of the annual meeting
1. To re-elect Ilan Cohen to our
Board of Directors as a Class II director, so that following such re-election, his term shall expire in accordance with his class.
2. To approve the grant options to Pnina Fishman, our Chief Executive Officer.
3. To increase our authorized
share capital by 4,000,000,000, such that following the increase, the authorized share capital shall equal NIS 1,000,000,000 divided into
5,000,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles of association accordingly.
4. To approve the amendment
to our Compensation Policy in relation to the Directors and Officers Insurance policy by an increase of the annual premium payable for
the directors' and officers' insurance policy.
5. To 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, 2021 and until our next annual general meeting of shareholders, and
to authorize our audit committee to fix such accounting firm's compensation.
6. To discuss the auditor's
report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2020 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, 3, 4 and 5.
Only shareholders and ADS
holders at the close of business on May 3, 2021 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
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
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
If voting by mail, you must
sign and date a proxy card in the form filed by us on MAGNA on April 23, 2021 or on around June 1, 2021 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