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 Tuesday, April 15, 2025, at 4:30 p.m. Israel time at the Company's executive offices at 4 Oppenheimer Street, Science
Park, Rehovot, Israel, for the following purposes:
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, 2024.
Shareholders and holders of
the Company's American Depositary Shares ("ADSs") of record at the close of business in New York on March 6,
2025 (the "Record Date"), are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements
thereof. You are also entitled to notice of, and to vote at the Meeting, and any adjournments or postponements thereof if you are a beneficial
owner who holds ordinary shares or ADSs through a broker, bank or other nominee as of the Record Date. All shareholders are cordially
invited to attend the Meeting in person.
Whether or not you plan to
attend the Meeting, it is important that your ordinary shares be represented. 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 Tuesday, April 15, 2025, 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 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 Tuesday, April 15, 2025, 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's 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 proposals, which are 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 Tuesday, April 22, 2025, at 4:30 p.m. (Israel time) at the Company's
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 (excluding abstentions), is required to approve each of the proposals.
In addition, the approval
of Proposal 2(a) is also subject to the fulfillment of one of the following additional voting requirements: (i) at least a majority of
the shares (including those represented by ADSs) held by shareholders (including ADS holders) who are non-controlling shareholders and
shareholders (including ADS holders) who do not have a personal interest in the matter voted in favor of the proposal (excluding abstentions);
or (ii) the total number of shares (including those represented by ADSs) voted against the proposal by shareholders and ADS holders (as
applicable) referred to in clause (i) does not exceed two-percent (2%) of the outstanding voting power in the Company.
We are not aware of any shareholder
or ADS holder that would be deemed to be a controlling shareholder of our Company as of the current time for purposes of Proposal 2(a).
The Israeli Companies Law, 1999 (the "Companies Law") requires that each shareholder and ADS holder voting on Proposal
2(a) inform the Company, prior to voting on Proposal 2(a) at the Meeting, if the shareholder or ADS holder has a personal interest in
the proposal; otherwise, a shareholder of ADS holder's vote will not be counted for the purposes of the proposal. In accordance
with regulations promulgated under the Companies Law, a shareholder who votes via voting slip, and an ADS holder who signs and returns
a voting instruction form, will be deemed to have confirmed that such shareholder or ADS holder (as applicable), and any related party
thereof, does not have a personal interest in Proposal 2(a), unless such shareholder or ADS holder has delivered a written notice to the
Company notifying of the existence of a personal interest no later than 10:00 a.m. (Israel time) on Tuesday, April 15, 2025. Any such
written notice must be sent to the Company via registered mail at the Company's offices; Attention: Gil Efron, Chief Executive Officer.
All other shareholders voting on Proposal 2(a) are required to indicate via the ISA's electronic voting system, or, if voting in
person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest
in the proposal; otherwise, any such shareholder's vote will not be counted for the purposes of such proposal.
Under the Companies Law, a
"personal interest" of a shareholder (including ADS holder) in an act or transaction of a company (i) includes a personal
interest of (a) any relative (i.e., spouse, sibling, parent, grandparent or descendant of the shareholder (including ADS holder), any
descendant, sibling or parent of a spouse of the shareholder (including ADS holder) and the spouse of any of the foregoing); and (b) a
company with respect to which the shareholder (including ADS holder) or any of the foregoing relatives of the shareholder or ADS holder)
owns at least 5% of the outstanding shares or voting rights, serves as a director or chief executive officer or has the right to appoint
one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares.
Under the Companies Law, in the case of a person voting by proxy, "personal interest" includes the personal interest of either
the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.
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 March 7, 2025.
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 furnished to the U.S. Securities and Exchange Commission
under cover of Form 6-K and will be publicly available via its 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 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