Full Press Release Details
NOTICE OF SPECIAL GENERAL MEETING OF
TO BE HELD ON FEBRUARY 20, 2020
To the shareholders and ADS holders of
Can-Fite BioPharma Ltd. (the "Company"):
Notice is hereby given
that a Special Meeting of Shareholders will be held on Thursday, February 20, 2020, at 3:00 P.M. Israel time at our offices,
10 Bareket Street, Petach-Tikva, Israel.
The agenda of the special meeting will be
approve a renewed version of the Company's Compensation Policy, in accordance with the requirements of the Israeli Companies
Law 5759-1999 (the "Companies Law"), for a period of three years.
approve amendments to the articles of association.
3. Subject to the approval
of item 2 above, to re-elect each of Pnina Fishman, Ilan Cohen, Abraham Sartani, Guy Regev and Golan Bitton to our Board of Directors,
so that following such re-election, each of his or her term shall expire in accordance with his or her class (the vote at the meeting
will be individually for each nominee).
Only shareholders and
holders of American Depositary Shares at the close of business on January 13, 2020 (the "Record Date") are entitled
to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. You are cordially invited to attend
the special meeting in person.
If you are unable to
attend the special 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 special meeting may revoke their proxies and vote their
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
special meeting by presenting a certificate signed by the TASE Clearing House member through which the shares or 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 Cohn | |
| Chairman of the Board | |
| February13, 2020 |
10 Bareket Street, Kiryat Matalon
Petach-Tikva 4951778
FOR SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 20, 2020
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 Special General Meeting of Shareholders, to be held
on Thursday, February 20, 2020, at 3:00 P.M. Israel time at our offices, 10 Bareket Street, Petach-Tikva, Israel, or at any adjournments
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 special meeting will be as follows:
approve a renewed version of the Company's Compensation Policy, in accordance with the requirements of the Israeli Companies
Law 5759-1999 (the "Companies Law"), for a period of three years.
approve amendments to the articles of association.
3. Subject to the approval
of Proposal No. 2, to re-elect Pnina Fishman to our Board of Directors for a term in accordance with her class.
4. Subject to the approval
of Proposal No. 2, to re-elect Ilan Cohn to our Board of Directors for a term in accordance with his class.
5. Subject to the approval
of Proposal No. 2, to re-elect Avraham Sartani to our Board of Directors for a term in accordance with his class.
6. Subject to the approval
of Proposal No. 2, to re-elect Guy Regev to our Board of Directors for a term in accordance with his class.
7. Subject to the approval
of Proposal No. 2, to re-elect Golan Bitton to our Board of Directors for a term in accordance with his class.
We currently are unaware
of any other matters that may be raised at the special meeting. Should any other matters be properly raised at the special 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 January 13, 2020, shall be entitled to receive notice of and to vote at the special meeting.
You can vote your ordinary
shares by attending the special meeting. If you do not plan to attend the special 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.
If you are a shareholder
of record, you can submit your vote by completing, signing and submitting an applicable 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
Please follow the instructions
on the applicable proxy card.
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 special meeting in person.
you must sign and date an applicable proxy card in the form filed by us on MAGNA on or around January 9, 2020 or on or around February
13, 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,
as applicable, on the Record Date, and return the applicable proxy card, along with the proof of ownership certificate, to us,
as described in the instructions available on MAGNA.
attend the special 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, as applicable,
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
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