Full Press Release Details
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 23, 2025
To the shareholders of Can-Fite BioPharma Ltd.:
Notice is hereby given that
the 2025 Annual General Meeting of Shareholders will be held on Monday, June 23, 2025, 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 Pnina Fishman
to our Board of Directors as a Class III director, so that following such re-election, her term shall expire in accordance with her class.
2. To re-elect Guy Regev to our Board of Directors
as a Class III director, so that following such re-election, his term shall expire in accordance with his class.
3. To approve the grant of options to Dr. Pnina
Fishman, our Chairman of the Board of Directors.
4. To approve the grant of options Mr. Motti Farbstein,
our Chief Executive Officer.
5. To increase our authorized
share capital by 10,000,000,000, such that following the increase, the authorized share capital shall be 20,000,000,000 ordinary shares,
with no par value, and to amend our articles of association accordingly.
6. 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, 2025, and until our next annual general meeting of shareholders, and
to authorize our audit committee to fix such accounting firm's compensation.
7. To discuss the auditor's
report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2024, 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 Tuesday, May 27, 2025, 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
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 | |
| May 16, 2025 |
26 Ben Gurion Street
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 23, 2025
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 2025 Annual General Meeting of Shareholders, to be held on Monday, June 23, 2025, 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
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 Tuesday, May 27, 2025, 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
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 Friday, May 16, 2025 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
By appointing "proxies",