Full Press Release Details
to our Notice of Special General Meeting of Shareholders (the "Meeting" or the "Special Meeting")
of Kitov Ltd. ("Kitov" or the "Company") to be held at our executive offices at One Azrieli
Center, Round Tower, 19th Floor, Tel Aviv, Israel (the "Company Offices") on Monday, April 29, 2019,
at 4:30 p.m. local time, which we previously published on March 14, 2019 on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings,
and which we also furnished to the SEC on Form 6-K, as well as submitted to the Israeli Securities Authority and Tel Aviv Stock
Exchange, and made available on their respective websites for listed company reports: www.magna.isa.gov.il and www.maya.tase.co.il,
we are hereby publishing the full Proxy Statement in connection with the Meeting.
Date; Shareholders Entitled to Vote; Admission
shareholders of record at the close of business in New York on Wednesday, March 20, 2019 (hereinafter: the "Record Date")
will be entitled to vote at the Special Meeting, and any adjournments or postponements thereof. At such time, each issued and
outstanding ordinary share, with no par value, shall entitle its holder to one vote on each matter properly submitted at the Meeting.
Each American Depositary Share ("ADS") representing one (1) such ordinary shares shall entitle the holder of
the ADS to one (1) vote on each matter properly submitted at the Special Meeting. As of the Record Date, we had 19,437,835 ordinary
shares outstanding eligible to vote at shareholders' meetings.
shareholder, whose shares are registered with a Tel Aviv Stock Exchange ("TASE") member and are not registered
on the Company's shareholder's register, is entitled to receive from the TASE member who holds the shares on the shareholder's
behalf, by e-mail, for no charge, a link to the text of the Proxy Statement and Voting Slip, and to any Position Statements posted
on the Israel Securities Authority ("ISA") website, unless the shareholder gave notice that he or she is not
so interested; provided, that the notice was given with respect to a particular securities account, prior to the Record Date.
A shareholder, whose shares are registered with a member of the TASE, is required to prove his or her share ownership to vote
at the Meeting in accordance with the Companies' Regulations (Proof of Ownership of a Share for the Purpose of Voting at
the General Meeting), 5760-2000. Such shareholder shall provide us with an ownership certificate (as of the Record Date) from
that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address
(in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular
securities account. Alternatively, shareholders who hold shares through members of the TASE may vote electronically via the electronic
voting system of ISA up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic
voting from the TASE member through which you hold your shares.
in person at the Special Meeting will be limited to shareholders, their legal proxy holders or their authorized persons only. To
gain admission to the Special Meeting, one must have a form of government-issued photograph identification and proof of share
ownership as of the Record Date, issued by a broker or bank. Legal proxy holders and authorized persons will also need to submit,
in addition to proof of share ownership as of the Record Date, a document of appointment, in accordance with our amended and restated
articles of association.
or not you plan to attend the Meeting, it is important that your shares be represented. In accordance with Section 182(b) of the
Companies Law, 5759-1999 (hereinafter: the "Companies Law"), anyone holding ordinary shares of the Company
at the end of the trading day on the Record Date shall be entitled to participate in the Meeting and to vote in person or by proxy,
by appointing a proxy to vote (hereinafter: the "Proxy Letter") which shall be in writing and signed
by the appointing party or their 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 authorized attorney. The Proxy Letter,
or a copy satisfactory to the Company Secretary, must be deposited at the Company Offices or the place designated for the Meeting
no later than 48 hours prior to the time scheduled for the Meeting at which the person noted in the Proxy Letter intends to vote.
However, the Meeting chairman is entitled to waive this requirement with respect to all participants at the Meeting, and to accept
all the Proxy Letters at the commencement of the Meeting, subject to the presentation of proof of share ownership. A Proxy Letter
held by a participant at the Meeting which is dated more than 12 months from the signature date shall be considered invalid.
Proxy Statement also serves as a Notice to the Shareholders of a General Meeting at a Public Company pursuant to Regulation 4
of the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public Company and the Addition
of a Matter to the Agenda), 5760-2000 (the "Notice Regulations"), as well as a Voting Slip pursuant to the
Companies Regulations (Voting Slip and Position Statements), 5766-2005 (the "Voting Slip Regulations"). With
respect to certain matters on the agenda of the Meeting, a shareholder holding our ordinary shares may also vote via the Voting
Slip included at the end of this Proxy Statement. The sites where one can find the form of the Voting Slip and Position Statements
(if any), as per their meanings under Sections 87 and 88 of the Companies Law and under the Voting Slip Regulations, are as follows:
on the distribution site of ISA, at www.magna.isa.gov.il (hereinafter: "Distribution Site"), and on
the website of the TASE for listed company reports, at www.maya.tase.co.il (hereinafter: the "TASE Website").
A shareholder may contact us directly and receive the form of the Voting Slip and Position Statements (if any), or at such shareholder's
consent, links to the text of the Voting Slip at the Distribution Site. A shareholder whose securities are registered with a TASE
stock exchange member is entitled to receive certification of ownership from such member such that the holder can vote at the
Meeting and send a timely Voting Slip as required. Voting by Voting Slip shall be by checking the applicable boxes on the Voting
Slip included at the end of this Proxy Statement, as published on the Distribution Site. All Voting Slips (together with proofs
of ordinary share ownership, and all documents required to be submitted therewith) must be delivered to the Company Offices set
forth above, such that the Voting Slip arrives no later 4 hours prior to the designated time of the Meeting, namely by no later
than Monday, April 19, 2019, 12:30 p.m. Israel Time.
shareholder not registered in our share register, namely a shareholder pursuant to Section 177(1) of the Israeli Companies Law
(namely - one to whose credit a share of the Company is recorded at a TASE member, and such share is included in the Company's
share register under the name of our Registration Company), may also vote via Electronic Voting Slip which will be delivered to
us via the Electronic Voting System being operated pursuant to Section B of Chapter G'2 of the Securities Law, 5728-1968
(the "Securities Law"). Voting via Electronic Voting Slips will be allowed until six (6) hours prior to the
Meeting commencement, namely by no later than Monday, April 29, 2019, 10:30 a.m. Israel Time.
holders should return their BNY Mellon form of Voting Instruction Form for holders of our ADSs by no later than the date and time
set forth on such Voting Instruction Form.
of each of the Voting Slip and the BNY Mellon Voting Instruction Form for holders of the Company's ADSs will also be furnished
to the Securities and Exchange Commission (the "SEC" or the "Commission") on Form 6-K, and
will be made available to the public on the Commission's website at www.sec.gov. Each of these will also be filed
with ISA and TASE and will be available on their respective websites for listed company reports at: www.magna.isa.gov.il
and www.maya.tase.co.il.
Required Vote and Voting Procedures
a foreign private issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements
of The NASDAQ Listing Rules (the "NASDAQ Rules"), provided that we disclose those NASDAQ Rules with which we
do not comply and the equivalent Israeli requirement that we follow instead (the "foreign private issuer exemption").
We currently rely on this foreign private issuer exemption with respect to the quorum requirement for meetings of our shareholders.
As permitted under the Companies Law, and pursuant to our amended and restated articles of association, the quorum required for
the Meeting consists of at least two shareholders who are present at the Meeting, in person, by Proxy Letter, by Voting Slip (paper
or electronic) or otherwise represented at the Meeting by their authorized persons (hereinafter, "Valid Meeting Participants"),
and who hold in the aggregate twenty-five percent or more of the paid-up share capital of the Company (the "Legal Quorum
Threshold"), (instead of 33 1/3% of the issued share capital provided under the NASDAQ Rules). Abstentions and "broker
non-votes", as well as any abstentions by ADS holders with respect to our ordinary shares held by the Depositary, are counted
as present and entitled to vote for purposes of determining a legal quorum.
no legal quorum be present one half hour after the scheduled time, the Meeting will be adjourned to one week from that day, at
the same time and place, i.e. on Monday, May 6 2019 at 4:30 p.m. (Israel Time) at the Company Offices, (each such adjourned meeting
referred to hereinafter as an "Adjourned Meeting"). Should such Legal Quorum Threshold not be present one half
hour after the time set for the Adjourned Meeting, any two shareholders present as Valid Meeting Participants will then constitute
affirmative vote of the holders of a majority of the Company's ordinary shares, participating and voting at the Meeting
as Valid Meeting Participants, is required to adopt each of the proposals to be presented at the Meeting.
the terms of the Depositary Agreement among the Company, BNY Mellon (which acts as the Depositary) and the holders of our ADSs,
upon the written request of an owner of ADSs, as of the date of the request or, if a record date was specified by the Depositary,
as of that record date, received by the Depositary on or before any instruction cutoff date established by the
Depositary in its notices to ADS holders, the Depositary shall, endeavor, in so far as practicable, to vote or cause to be voted
the number of deposited ordinary shares represented by those ADSs in accordance with the instructions set forth in that request.
We have instructed the Depositary to disseminate a Notice of the Meeting, and have given the Depositary notice of the Meeting,
details concerning the matters to be voted upon and copies of materials to be made available to holders of ordinary shares in
connection with the Meeting not less than 30 days prior to the Meeting date. The Depositary shall not vote or attempt to exercise
the right to vote that attaches to the deposited ordinary shares other than (a) in accordance with instructions given by owners