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The Companies Law, 5759-1999
A Company Limited By Shares
Amended and Restated Articles of Association
Kitov Pharmaceuticals Holdings Ltd.
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 holder of Shares 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
Ordinary Shares and Preferred Shares
shall collectively be referred to herein these Articles as "Shares". The Company may alter the registered share
capital in accordance with the provisions of the Companies Law and these Articles.
Liability of the Shareholders
13A. (a) Each Preferred
Share in the Company's capital shall be entitled to receive upon distribution, and in preference to the Ordinary
Shares of the Company, (i) dividends in excess of the general dividends issued to all shareholders including holders of Ordinary
Shares, and/or (ii) amounts paid in a distribution of the Company's surplus assets on winding up, in an amount equal to the
original issue price for such Preferred Shares as set forth in the Company's share registrar (adjusted for share combinations
or subdivisions or other recapitalizations of the Company's shares), and less the amount of any dividend previously
paid in preference, all pro rata to the number of the Company's Preferred Shares of each specific class of Preferred
Shares issued and outstanding at such time, without having regard to any premium paid or discount thereon, and all subject to the
and after payment of the Preferred Shares' dividend preferences or liquidation preferences as aforesaid, each Preferred Share
in the Company's capital shall be entitled to receive upon distribution, (i) a general dividend issued to all Shareholders,
(ii) bonus shares, and (iii) amounts paid in a distribution of the Company's surplus assets on winding up, all pro rata to
the number of the Company's Shares (Ordinary Shares and Preferred Shares) issued and outstanding at such time, without having
regard to any premium paid thereon or discount, and all subject to the provisions hereof.
Preferred Shares shall be non-voting shares and shall not vest the holder thereof with any right to participate in the Company s
general meetings, to receive notice thereof and/or to vote thereat.
(d) Without prejudice
to Article 15, and Articles 50 through 52 hereinafter, the Preferred Shares may be redeemable shares, and may be redeemed by
the Company in accordance with the redemption provisions (if any) established in the terms of issuance of the Preferred Shares.
to the Companies Law, the Securities Law and these articles, the Board of Directors of the Company is hereby expressly vested with
authority to adopt resolutions with respect to any unissued and/or treasury Preferred Shares, to issue Preferred Shares, and to
provide for the terms of the issuance, qualifications, limitations or restrictions, if any, of Preferred Shares, and each class
thereof, including, without limiting the generality of the foregoing:
| i. | whether that class of Preferred Shares shall have privileges for the exchange of the Preferred Share into other securities of the Company (including rights to exchange such class into the Ordinary Shares or other classes of Preferred Shares of the Company) and, if so, the terms and conditions of such exchange, including provision for adjustment of the exchange rate in such events as the Board of Directors shall determine; | |
| ii. | the terms and conditions of any redemption features attached to the class of Preferred Shares, if any, the date or dates upon or after which they shall be redeemable, and the amount per preferred share payable in case of redemption, which amount may vary under different conditions; and | |
| iii. | any other terms, rights or limitations of that class of Preferred Shares as may be permitted or required by law. |
15A. The Company's Board of Directors is entitled
to issue Shares or other securities, which shall, upon issue, be dormant and not confer any rights whatsoever until such time as
the Board of Directors shall otherwise determine with respect to such Shares as they deem fit, subject to the provisions of the
Companies Law, Securities Laws, these Articles, and/or any other law or regulation, as applicable to such issuance.
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
A 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:
"I, __________________________
of ______________ ("the Transferor") in consideration of the sum of __________ paid to me by __________________________
of _________________ (hereinafter: "the Transferee") do hereby transfer to the Transferee the share (or shares), of no
par value numbered __________ in the undertaking called Kitov Pharmaceuticals Holdings Ltd., to hold unto the Transferee, his executors,
administrators and assigns, subject to the several conditions on which I held the same at the time of the execution thereof; and
I, the Transferee, do hereby agree to take the said share subject to the conditions aforesaid."
As witness our hands this _____
| Transferor | Transferee | |
| Witness to the Transferor's signature | Witness to the Transferee's signature |
Redeemable securities
Alteration of capital
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.
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:
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;
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:
The 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.
that Articles 70 to 74 herein these Articles with respect to the proxy will not apply to the authorized representative of the body
corporate but only to a proxy appointed to vote on behalf of the body corporate.
"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]:
Executed on_______, 20____
Name of Holder: _________________
Any 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