Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that
an Annual General Meeting of Shareholders (the "Meeting") of Purple Biotech Ltd. (the "Company")
will be held on Thursday, August 8, 2024, at 4:30 p.m. Israel time at the Company's executive offices at 4 Oppenheimer Street, Science
Park, Rehovot, Israel.
The purpose of the Meeting
is to approve the re-election of Mr. Issac Israel and Ms. Suzana Nahum-Zilberberg as members of the third class of directors of the Board
of Directors, for a three-year term until the annual general meeting of shareholders to be held in 2027, and until their successors have
been duly elected and qualified.
In addition, at the Meeting,
representatives of the Company's management will be available to review and discuss with shareholders the consolidated financial
statements of the Company for the year ended December 31, 2023.saa
Only shareholders and holders
of the Company's American Depositary Shares ("ADSs") of record at the close of business in New York on Tuesday,
July 2, 2024 (the "Record Date"), are entitled to receive notice of, and vote at, the Meeting and any adjournments
or postponements thereof.
Whether or not you plan to
attend the Meeting, it is important that your ordinary shares be represented. Accordingly, holders of ADSs (whether registered in their
name or in "street name") will receive voting instruction forms from the Bank of New York Mellon (which acts as the Depositary
for the ADSs) in order to instruct their banks, brokers or other nominees on how to vote, and they are kindly requested to complete, date,
sign and mail the voting instruction form in the envelope provided at the earliest convenience so that it will be received no later than
the date and time indicated on the voting instruction form.
who hold ordinary shares through members of the Tel Aviv Stock Exchange (the "TASE"), may vote at the Meeting
in person or through a voting slip, by completing, dating, signing and delivering or mailing (by registered mail) the voting slip to the
Company's offices so that it is received by the Company no later than four hours prior to the designated time of the Meeting, namely
by no later than Thursday, August 8, 2024, 12:30 p.m. Israel time. Shareholders who hold ordinary
shares through members of the TASE (whether attending the Meeting in person or voting through a voting slip) must also provide
the Company with an ownership certificate confirming their ownership of our ordinary shares as of the Record Date from the applicable
TASE member, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as
amended. Alternatively, a shareholder whose shares are registered with a TASE member may also vote electronically via the electronic voting
system of the Israel Securities Authority (the "ISA"). You should receive instructions about electronic voting from
the TASE member through which you hold your shares. Voting via the electronic voting system will be permitted until four hours prior to
the Meeting commencement, namely by no later than Thursday, August 8, 2024, 12:30 p.m. Israel time.
A holder of ordinary shares
at the close of business on the Record Date shall also be entitled to participate in the Meeting by proxy, which shall be in writing and
signed by the appointing party or its authorized attorney, and if the appointing party is a corporation, the appointment shall be in writing
signed by authorized corporate signatories together with the company stamp or by an authorized attorney. The proxy, or a copy satisfactory
to the Company Secretary, must be deposited at the Company offices no later than 72 hours prior to the time scheduled for the Meeting.
However, the Meeting chairman is entitled to waive this requirement with respect to all participants at the Meeting, and to accept all
proxies at the commencement of the Meeting, subject to the presentation of proof of share ownership. A proxy held by a participant at
the Meeting that is dated more than 12 months from the date of the signature shall be considered invalid.
Our Board of Directors
recommends that you vote FOR the above proposal, which is described in the proxy statement.
The quorum required for the
Meeting consists of at least two shareholders who are present at the Meeting, in person, by proxy, voting instruction form or voting slip
(paper or electronic) ("Valid Meeting Participants"), and who hold in the aggregate twenty-five percent (25%) or more
of the voting rights of the Company. In the event that there is no quorum present thirty minutes after the scheduled time, the Meeting
will be adjourned for one week, to the same time and place, i.e., on Thursday, August 15, 2024, at 4:30 p.m. (Israel time) at the Company
offices (the "Adjourned Meeting"). If there is no quorum present thirty minutes after the time set for the Adjourned
Meeting, any two shareholders present as Valid Meeting Participants will then constitute a legal quorum at the Adjourned Meeting. This
notice will serve as notice of the Adjourned Meeting if no quorum is present at the original date and time, and no further notice of the
Adjourned Meeting will be given to shareholders.
The affirmative vote of the
holders of a majority of the Company's ordinary shares, including those represented by ADSs, participating and voting on the matter
at the Meeting as Valid Meeting Participants, is required to approve the proposal.
The last date for submitting
a request to include a proposal in accordance with Section 66(b) of the Companies Law and the regulations thereunder, is July 4, 2024.
The full version of the proposed resolutions may be viewed in the proxy statement, which together with the accompanying voting instruction
form and voting slip (collectively, the "Proxy Materials"), will be available to the public on the U.S. Securities
and Exchange Commission's website at http://www.sec.gov. This Notice of Annual General Meeting of Shareholders and the Proxy Materials
will also be submitted to the ISA and TASE and will be available on their respective websites for listed company reports http://www.tase.co.il/tase/
and http://www.magna.isa.gov.il. The Proxy Materials will also be made available at the "Investor" portion of our website,
which can be found at https://purple-biotech.com/investors, and may also be viewed at our offices, upon prior notice and coordination
and during regular business hours, at 4 Oppenheimer Street, Science Park, Rehovot, Israel (Tel: +972-3-9333121), until the date of the
Meeting. Detailed voting instructions are provided in the proxy statement, the voting instruction form and the voting slip.
| Sincerely, | |
| /s/ Dr. Eric Rowinsky | |
| Dr. Eric Rowinsky, | |
| Chairman of the Board of Directors |
ANNUAL GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement is being
furnished to the holders of ordinary shares, no par value, and to holders of American Depositary Shares ("ADSs"), each
representing ten ordinary shares, issued by the Bank of New York Mellon ("BNY Mellon"), in connection with the solicitation
of proxies on behalf of the Board of Directors of Purple Biotech Ltd. ("we," "us," "our,"
"Purple" or the "Company") to be voted at an Annual General Meeting of Shareholders (the "Meeting")
and at any adjournment thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held
on Thursday, August 8, 2024, at 4:30 p.m. Israel time at our executive offices at 4 Oppenheimer Street, Science Park, Rehovot, Israel
(the "Company Offices").
Purpose of the Meeting
At the Meeting, shareholders
will be asked to consider and vote upon the re-election of Mr. Issac Israel and Ms. Suzana Nahum-Zilberberg as members of the third class
of directors of the Board of Directors, for a three-year term until the annual general meeting to be held in 2027, and until their successors
have been duly elected and qualified. In addition, at the Meeting, representatives of our management will be available to review and discuss
our consolidated financial statements for the year ended December 31, 2023.
We are currently not aware
of any other matters that may be raised at the Meeting. If any other matters are properly raised at the Meeting or any adjournment or
postponement thereof, the proxy and voting instruments confer discretionary authority with respect to acting thereon, and the persons
named in the proxy or other voting instrument will vote on such matters in accordance with their best judgment.
Board Recommendation
The Board of Directors
recommends that you vote "FOR" the proposal on the agenda.
Record Date; Shareholders and ADS Holders Entitled
Only shareholders and holders
of our ADSs of record at the close of business in New York on Tuesday, July 2, 2024 (the "Record Date") are entitled
to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of June 26, 2024, 282,759,461 ordinary
shares were issued and outstanding (excluding one dormant ordinary share held in treasury).
Change or Revocation of Vote
A holder of ADS who has executed
and returned a voting instruction form or a shareholder who has executed and returned a voting slip may revoke its voting instructions
at any time before the applicable deadline by filing with BNY Mellon (in the case of holders of ADSs) or with the Company (in the case
of holders of ordinary shares) a written notice of revocation or a duly executed voting instruction form or voting slip (as applicable)
bearing a later date. If your ADSs are held in "street name," you may change your vote by submitting new voting instructions
to your broker, bank, trustee, or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you