Full Press Release Details
The Companies Law, 5759-1999
A Company Limited By Shares
Amended and Restated Articles of Association
Kitov Pharmaceuticals
Israeli Public Company Number 520031238
| "person" | - | includes a corporate body (unless otherwise stated herein); |
| "Shareholder" | - | a person who is a Registered or Unregistered Shareholder. If any effective date' exists (as defined in Section 182 of the Companies Law or in any Companies Regulations enacted in reference to Section 182 of the Companies Law), for such purpose, a shareholder will be deemed to be a holder who is registered as such on the effective date. |
| "Registered Shareholder" | - | a Shareholder registered in the Company's register of members. |
| "Unregistered Shareholder" | - | a person in whose favour a share is registered with a stock exchange member and such share is included amongst those that are registered with the Company's register of members, in the name of a nominee company. |
| "TASE" | - | the Tel Aviv Stock Exchange Ltd. |
| "Board" or | ||
| "Board of Directors" | - | the Board of Directors duly appointed in accordance with the provisions of these Regulations. |
| "Director" | - | A member of the Board of Directors of the Company. |
| "Companies Law" | - | the Companies Law, 5759-1999, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof; |
| "Securities Law" | - | the Securities Law, 5728-1968, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof |
| "Law" | - | the Companies Law, the Securities Law, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof and any other valid statute relating to companies that applies to the Company for the time being; |
| "Company" | - | the Company mentioned above. |
| " Register of Shareholders " | - | the shareholders register to be maintained pursuant to section 127 of the Companies Law and also, if the Company holds another register outside of Israel - any other register, pursuant to the circumstances. |
| " Office " | - | the registered office of the Company as existing for the time being, and which will vary from time to time. |
| "writing" | - | printing, lithography, photocopy, cable, telex, fax, e-mail and any other form of creating or impressing words in any visible form. |
| "securities" | - | includes, shares, debentures, capital notes, warrants, options, certificates and other documents conferring the right to sell, convert or sell and the like. |
| " Companies Ordinance " | - | means the Companies (New Version) Ordinance, 5743-1983. |
In English: Kitov Pharmaceuticals Holdings Ltd.
Registered Share Capital
Liability of the Shareholders
Registered Shareholder (including the Company's registration company) is entitled to receive from the Company, at his request,
one share certificate in respect of the shares registered in his name or, if the Board so approves (after he pays the amount prescribed
from time to time by the Directors) to a number of share certificates each for one or more of such shares; each share certificate
shall specify the name of the shareholder, the number of the shares, subject to the provisions of the Companies Law.
Forfeiture of shares
person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares but shall notwithstanding,
remain liable to pay forthwith to the Company all calls, installments, interest and expenses due on account of or for such shares
at the time of forfeiture, together with the interest on such sums from the date of forfeiture until the date of payment, at the
maximum permitted rate at such time according to law, unless the shares that have been forfeited have been sold and the Company
has received the full amount of the consideration undertaken to be paid by the shareholder, with the addition of the expenses
incidental to the sale;
Transfer and Transmission of Shares
The instrument of share transfer
will be drawn and completed in the following manner or in similar manner to the extent possible, or in the common or accepted form
that will be approved by the Company's management:
| ______________________________ | ______________________________ |
| Transferor | Transferee |
| ______________________________ | ______________________________ |
| Witness to the Transferor's signature | Witness to the Transferee's signature |
| 44. (a) | Each transfer of shares will be lodged for registration at the Office together with the share certificates in respect of the shares being transferred (if so issued) together with such other evidence as will be required by the Directors. Share transfers registered will be retained by the Company but instruments of transfer which the Directors refuse to register will be returned, upon demand, to the party lodging the same, together with the share certificate (if lodged), after giving notice to the transferor of their refusal, not later than 30 (thirty) days after the date on which the instrument of transfer was received. | |
| (b) | The Company may demand payment of a fee for registering the transfer in such sum or at such rate as will be determined by the Board of the Company. |
Redeemable securities
Alteration of capital
order to effectuate the above resolution, the Board of Directors may, at its discretion, settle any difficulty arising in connection
therewith, and inter alia, issue certificates of fractional shares or certificates in the name of a number of Shareholders
that will comprise the fractional shares that are due to them.
derogating from such power of the Board, in the event of there being as a result of the consolidation, Shareholders remaining
whose consolidation of shares leaves fractions, the Board of Directors may:
the event of action according to sub-paragraphs (2) or (3) above obligating the issue of additional shares then payment thereof
will be effected in the manner in which bonus shares are paid. Such consolidation and distribution will not be deemed to be a
modification of the rights of the shares to which the consolidation and distribution relates;
case the Company decides to consolidate and divide its share capital as aforesaid, it will determine the par value of the consolidate
shares or determine that the consolidate shares will have no par value.
The Proposal Request shall set forth:
Company shall be entitled to publish any information provided by a Proposing Shareholder pursuant to these Articles, and the Proposing
Shareholder shall be responsible for the accuracy thereof. The parenthetical Regulation headings contained in this Article for
convenience only and shall not be deemed a part hereof or used to limit the scope of disclosure required by these Articles. References
in this Article to particular laws, regulations or rules shall be deemed to apply to such amended, successor or other similar
laws, regulations or rules as shall apply to the Company and be in effect from time to time.
the chairman of the general meeting may, subject to the provisions of the applicable law, waive such demand with respect to any
general meeting and accept the proof of ownership or copy thereof to the satisfaction of the chairman of the meeting, at the time
the general meeting is opened to conduct its business.
"The undersigned, ______________________, [ID
number / passport number / corporation number] ___________, and owner as of ________20 of _______________ shares of Kitov Pharmaceuticals
Holdings Ltd. (the "Company"), hereby appoints ______________, (ID/corporate no.), and in his absence _______________
(ID/corporate no.), or anyone duly acting on their behalf (the "Proxy"), to be (my /our) proxy and to vote on
(my / our) behalf all of the shares held by us, at the (annual / special) general meeting of the shareholders of the Company to
be held on ________20, at ______________, and at any adjournment thereof, [and the undersigned directs that its shares shall
be voted for each matter on the agenda as indicated below]:
Name of Holder: _____________
By: _________________
Name: _________________
proxy or other voting instrument submitted for voting at the general meeting which does not provide for any discretion by the
proxy holder who is voting such proxy at the general meeting with respect to the matters on the agenda of the general meeting,
shall nonetheless be deemed, by virtue of having been be deposited at the Office or the place at which the general meeting is
due to be held, to provide discretion to the proxy holder with respect to voting on any decision taken by the general meeting
pursuant to Articles 77 and 78 hereinafter, or pursuant to Section 70 of the Companies Law and the Regulations enacted
Proceedings and resolutions adopted
The Board of Directors
Directors will be entitled to remuneration and compensation in respect of their service subject to receiving the approvals required
by applicable law. A Director is entitled to receive his reasonable travelling expenses and remaining expenses related to participating
in meetings of the Board and performing his duties as member of the Board.
Meetings of the Board
agenda of the Directors' meetings will be fixed by the chairman of the Board and will include the subjects that the chairman
of the Board has fixed as well as any matter that a director or the general manager has requested the chairman of the Board to
include in the agenda a reasonable time in advance of convening the meeting of the Board.
the foregoing, the quorum with respect to a resolution of the Board concerning the termination of the office of the internal auditor
will not in any case be less than a majority of the members of the Board.
Committees of the Board
acts done in good faith at meetings of Directors or by a committee of the Board of Directors, or by a director, shall be valid
notwithstanding it be afterwards discovered that there was some defect in the appointment of any Director or that all or any of
them were disqualified, as if every such person had been duly appointed and was qualified to be a director.
internal auditor will submit to the Board for approval a proposal for an annual or periodic working program and the Board will
approve the same with such changes as it considers appropriate.
Validity of acts and approval of transactions
Dividends and bonus shares
provisions of sub-regulation (a) will not apply where the Company has elected to give notice as stated in this sub-regulation
(b), except where an express duty by law applies to publish or deliver a notice by a different method.
Winding-up of the Company
Exemption from liability
Insurance of liability
respect to this paragraph - "proceeding" is a proceeding according to the Chapters H-3, H-4 and I-1 of the Securities
Law and a proceeding according to Article D of the Fourth Chapter of Part Nine of the Companies Law;
liability as an alternative to a criminal proceeding" - means financial liability that has been imposed by statute as an
alternative to a criminal proceeding, including an administrative fine according to the Administrative Offences Law, 5746-1985,
penalty for an offence that has been prescribed as a penal offence according to the provisions of the Criminal Procedure Law,
financial sanction or fine.
Liability of the Company; Transactions
Amendment of the Articles