Full Press Release Details
ENLIVEX THERAPEUTICS LTD.
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF
Notice is hereby given that
an Annual and Extraordinary General Meeting of the shareholders (the "Meeting") of Enlivex Therapeutics Ltd. (the "Company")
will be held at the offices of the Company at 14 Einstein Street, Nes Ziona, Israel 7403618, Israel (the "Offices"),
on November 4, at 12:00 p.m. (Eastern Standard Time), for the following purposes:
Management will also be giving a presentation
on the Company's current business plans.
OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE PROPOSALS ON THE AGENDA
Shareholders of record at
the close of business on September 27, 2021 (the "Record Date") are entitled to notice of and to vote at the Meeting.
All shareholders are cordially invited to attend the Meeting in person.
Whether or not you plan to
attend the Meeting (either remotely or in person), you are urged to promptly complete, date and sign the enclosed proxy and to mail it
in the enclosed envelope, which requires no postage if mailed in the United States. A proxy from the holder of ordinary shares must be
received by the Company no later than 3:00 p.m. (Israel) November 3 2021 to be validly included in the tally of ordinary shares voted
at the Meeting. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares
Beneficial owners who hold
their shares through members of the Tel Aviv Stock Exchange ("TASE") may (i) vote their shares in person at the Meeting
by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for
Voting in General Meetings), 5760-2000 as proof of ownership of the shares, (ii) send such certificate along with a duly executed proxy
to the Company at 14 Einstein Street, Nes Ziona, Israel 7403618, Israel, Attention: Chief Financial Officer, or (iii) complete the Internet
voting process via the electronic voting system of the Israel Securities Authority the ("ISA") after receiving a personal
identifying number, an access code and additional information regarding this Meeting from the member of the TASE and after carrying out
a secured identification process, up to six hours before the time set for the Meeting.
By Order of the Board of Directors,
Enlivex Therapeutics Ltd.
ENLIVEX THERAPEUTICS LTD.
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF
The enclosed proxy is being
solicited by our Board of Directors for use at our Annual and Extraordinary General Meeting of shareholders (the "Meeting")
to be held on November 4, 2021 at 12:00 p.m. (Eastern Standard Time), or at any adjournment thereof, at the offices of the Company at
14 Einstein Street, Nes Ziona, Israel 7403618, Israel. The record date for determining which of our shareholders is entitled to notice
of, and to vote at, the Meeting is established as of the close of trade September 27, 2021 (the "Record Date"). On
the date hereof, we have outstanding and entitled to vote 18,310,507 of our ordinary shares, nominal value New Israeli Shekels ("NIS")
0.40 each (the "Ordinary Shares").
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Shares Outstanding
You are entitled to vote at
the Meeting if you were a shareholder at the close of trade on the Record Date. Subject to the terms described herein, you are also entitled
to vote at the Meeting if you held Ordinary Shares through a bank, broker or other nominee which was a shareholder of record of the Company
at the close of trade on the Record Date or which appeared in the participant listing of a securities depository on that date.
Quorum, Voting, Solicitation and Revocation
At least two shareholders
who attend the Meeting in person, by proxy or by means of voting via the electronic voting system of the Israel Securities Authority (the
"ISA Electronic Voting System") who hold or represent together at least one third of the voting rights of our issued
share capital will constitute a quorum for the Meeting. If a quorum is not present within half an hour from the time scheduled for the
Meeting, the Meeting will be adjourned to the following week, at the same time and place, without it being necessary to notify our shareholders.
A quorum at such adjourned meeting shall be any two shareholders attending in person, by proxy or by means of the ISA Electronic Voting
System. Each outstanding Ordinary Share held by a shareholder is entitled to one vote.
Shareholders entitled to vote
at the Meeting may attend the Meeting in person and vote thereat, appoint a proxy, vote by written ballot or, if they hold Ordinary Shares
through a TASE member, may vote electronically via the ISA Electronic Voting System after receiving a personal identifying number, an
access code and additional information regarding the Meeting from the relevant member of the TASE and after carrying out a secured identification
process, up to six hours before the time set for the Meeting. A proxy from the holder of Ordinary Shares must be received by the Company
no later than 3:00 p.m. (Israel) on November 3, 2021 to be validly included in the tally of Ordinary Shares voted at the Meeting.
Each member of the TASE (a
"Member") is required to e-mail a link to the Proxy Statement and Position Statements published on the websites of
the TASE and the ISA (http://www.tase.co.il/tase/ and http://www.magna.isa.gov.il, respectively) to each shareholder who is not listed
in the Company's shareholder register and whose Ordinary Shares are held through the Member; except in cases in which a shareholder
has notified the Member that he/she/it is not interested in receiving such links and has submitted such notice (a) with respect to a specific
securities account, and (b) prior to the Record Date.
A shareholder whose Ordinary
Shares are held through a Member may obtain, upon request from the Member, a certification of ownership regarding his/her/its shares.
Such certification may be obtained in the Member's offices or may be sent to the shareholder by mail (subject to payment of the
cost of mailing), at the election of the shareholder, on condition that the shareholder's request be submitted with respect to a
specific securities account.
Each of Proposals 1, 2, 4,
5, 10, 11, 13 and 14, to be presented at the Meeting requires the affirmative vote of shareholders present in person, by proxy or voting
via the Electronic System, and holding Ordinary Shares amounting in the aggregate to at least a majority of the votes actually cast with
respect to each such proposal.
Under the Israeli Companies
Law, the approval of each of Proposals 3, 6, 7, 8, 9 and 12 requires the approval of at least a majority of the votes cast with respect
to each such proposal, provided that (i) the majority of the votes includes at least a majority of all the votes of shareholders
who are not controlling shareholders of the Company or who do not have a personal interest in the compensation paid to the directors and
participating in the vote or (ii) the total of opposing votes from among the shareholders described in subsection (i) above
does not exceed 2% of all the voting rights in the Company (the "Disinterested Majority).
Shareholders are requested
to notify us whether or not they have a "Personal Interest" in connection with each Proposal requiring a Disinterested Majority.
If any shareholder casting a vote in connection with such a Proposal does not notify us as to whether or not he, she or it has a Personal
Interest with respect to such Proposal, that shareholder's vote with respect to such Proposal will be disqualified and will not
be counted in determining whether the above Disinterested Majority approval requirements are satisfied.
For the purpose of determining
whether the Disinterested Majority approval requirements have been satisfied, "Personal Interest" is defined as: (1) a shareholder's
personal interest in the approval of an act or a transaction of the company, including (i) the personal interest of his or her relative
(which includes for these purposes any members of his/her (or his/her spouse's) immediate family or the spouses of any such members
of his or her (or his/her spouse's) immediate family); and (ii) a personal interest of a body corporate in which a shareholder or
any of his/her aforementioned relatives serves as a director or the chief executive officer, owns at least 5% of its issued share capital
or its voting rights or has the right to appoint a director or chief executive officer, but (2) excluding a personal interest arising
solely from the fact of holding shares in the company or in a body corporate. Under the Companies Law, in the case of a person voting
by proxy for another person, "Personal Interest" includes a personal interest of either of the proxy holder or the shareholder
granting the proxy, whether or not the proxy holder has discretion how to vote.
As of the date of this Proxy
Statement, the Company has no controlling shareholders within the meaning of the Companies Law. In addition, it believes that the vast
majority of its shareholders should not have a Personal Interest in any Proposal.
You may change your mind and
cancel your proxy card by filing a written notice of revocation with the Company, by completing and returning a duly executed proxy card
bearing a later date or by voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation
of proxy. Subject to the foregoing paragraph, Ordinary Shares represented by a valid proxy card will be voted in favor of each Proposal