Full Press Release Details
SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2023
To the shareholders and ADS holders of Can-Fite
BioPharma Ltd. (the "Company"):
Notice is hereby given that
Special General Meeting of Shareholders will be held on Tuesday, February 21, 2023, at 3:00 p.m. Israel time at our offices, 10 Bareket
Street, Petach Tikva, Israel.
The agenda of the special meeting
1. To 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.
2. To cancel the par value
of the Company's ordinary shares, such that the Company's authorized share capital will be equal to NIS 1,250,000,000 divided
into 5,000,000,000 ordinary shares with no par value, and to amend the Company's articles of association accordingly.
Only shareholders and holders
of ordinary shares represented by American Depositary Shares at the close of business on January 19, 2023, 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
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 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 special 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 | |
| /s/ Ilan Cohen | |
| Chairman of the Board | |
| January 13, 2023 |
10 Bareket Street, Kiryat Matalon
Petach Tikva 4951778
FOR SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2023
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 Special General Meeting of Shareholders, to be held on Tuesday, February 21, 2023, 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 special meeting
1. To 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.
2. To cancel the par value
of the Company's ordinary shares, such that the Company's authorized share capital will be equal to NIS 1,250,000,000 divided
into 5,000,000,000 ordinary shares with no par value, and to amend the Company's articles of association accordingly.
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 19, 2023, 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
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 special meeting
If voting by mail, you must
sign and date a proxy card in the form filed by us on MAGNA on January 13, 2023 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
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 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 special meeting or at any postponements or adjournments of the special meeting.
Solicitation of Proxies
By appointing "proxies",
shareholders and ADS holders may vote at the special meeting whether or not they attend. If a properly executed proxy in the attached
form is received by us at least 48 hours prior to the special meeting (and received by BNY Mellon no later than the date indicated on
the voting instruction card, in the case of ADS holders), all of the shares represented by the proxy shall be voted as indicated on the