Full Press Release Details
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 26, 2024
To the shareholders of Can-Fite BioPharma Ltd.:
Notice is hereby given that
the 2024 Annual General Meeting of Shareholders will be held on Wednesday, June 26, 2024, at 3:00 p.m. Israel time at our offices,
26 Ben Gurion Street, Ramat Gan 5257346 Israel.
The agenda of the annual meeting
1. To re-elect Yoseph Bornstein
to our Board of Directors as an external director for a three-year term ending July 29, 2027.
2. To approve the grant of options to each of the Company's
directors, excluding Dr. Pnina Fishman.
3. To approve the grant of options to Dr. Pnina Fishman,
our Chairman of the Board.
4. To approve the grant of options to Mr. Motti
Farbstein, our Chief Executive Officer.
5. To increase our authorized
share capital by 5,000,000,000, such that following the increase, the authorized share capital shall be 10,000,000,000 ordinary shares,
with no par value, and to amend our articles of association accordingly.
6. To ratify an amendment
to the Company's compensation policy as proposed within the compensation committee resolution dated November 27, 2023 and the Board
of Directors resolution dated as of November 29, 2023 with respect to the adoption of a new clawback policy, so that when so adopted such
clawback policy will be attached as an exhibit to the Company's Compensation Policy and form an integral part thereof, intended
to comply with the clawback-related listing standards proposed by The New York Stock Exchange (the "NYSE") and the Israeli
Companies Law 5759-1999, as amended, to take effect upon the effective date of the NYSE listing rule.
7. 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, 2024, and until our next annual general meeting of shareholders, and
to authorize our audit committee to fix such accounting firm's compensation.
8. To discuss the auditor's
report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2023, 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 29, 2024, 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
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 26 Ben Gurion Street, Ramat Gan 5257346 Israel, Attention: Chief Financial Officer.
| By Order of the Board of Directors | |
| /s/ Dr. Pnina Fishman, Chairman | |
| Chairman of the Board | |
| June 7, 2024 |
26 Ben Gurion Street
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 26, 2024
This Proxy Statement is furnished
to our holders of ordinary shares, no par value and holders of our ordinary shares that are represented by American Depository Shares,
or ADSs, in connection with the 2024 Annual General Meeting of Shareholders, to be held on Wednesday, June 26, 2024, at 3:00 p.m. Israel
time at our offices, 26 Ben Gurion Street, Ramat Gan 5257346 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 Yoseph Bornstein
to our Board of Directors as an external director for a three-year term ending July 29, 2027.
2. To approve the grant of options to each of the Company's
directors, excluding Dr. Pnina Fishman.
3. To approve the grant of options to Dr. Pnina
Fishman, our Chairman of the Board.
4. To approve the grant of options to Mr. Motti
Farbstein, our Chief Executive Officer.
5. To increase our authorized share capital by
5,000,000,000, such that following the increase, the authorized share capital shall be 10,000,000,000 ordinary shares, with no par value,
and to amend our articles of association accordingly.
6. To ratify an amendment
to the Company's compensation policy as proposed within the compensation committee resolution dated November 27, 2023 and the Board
of Directors resolution dated as of November 29, 2023 with respect to the adoption of a new clawback policy, so that when so adopted such
clawback policy will be attached as an exhibit to the Company's Compensation Policy and form an integral part thereof, intended
to comply with the clawback-related listing standards proposed by The New York Stock Exchange (the "NYSE") and the Israeli
Companies Law 5759-1999, as amended, to take effect upon the effective date of the NYSE listing rule.
7. 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, 2024, and until our next annual general meeting of shareholders, and
to authorize our audit committee to fix such accounting firm's compensation.
8. To discuss the auditor's
report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2023, 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 the proposals on the agenda.
Only shareholders and ADS
holders at the close of business on May 29, 2024, 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
Shareholders Holding in "Street Name" through