Full Press Release Details
BIONDVAX PHARMACEUTICALS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on February 11, 2020
Meeting of Shareholders of BiondVax Pharmaceuticals Ltd. (the "Company") will be held at the offices of Gross, Kleinhendler,
Hodak, Halevy, Greenberg, Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel on February 11, 2020 at 4:00 p.m. Israel
time, or at any adjournments thereof (the "General Meeting") for the following purposes:
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for
the fiscal years ended December 31, 2018.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record
of ordinary shares, no par value (the "Ordinary Shares"), and holders of record of ADSs, evidenced by American Depositary
Receipts issued by The Bank of New York Mellon at the close of business on January 6, 2020 shall be entitled to receive notice
of and to vote at the General Meeting (the "Record Date").
The Board of Directors
recommends that you vote FOR each of the proposals, as specified on the enclosed form of proxy.
plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested
to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience. Execution of a proxy
will not in any way affect a shareholder's right to attend the General Meeting and vote in person, and any person giving
a proxy has the right to revoke it at any time before it is exercised.
holders should return their proxies by the date set forth on their form of proxy.
either registered in the Company's shareholders' register in Israel or who hold Ordinary Shares through members
of the Tel Aviv Stock Exchange, and who intend to vote their Ordinary Shares either in person or by proxy, must deliver to the
Company's offices, c/o Mr. Uri Ben Or, Chief Financial Officer, at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd
Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, no later than February 11, 2020, at 10:00 a.m. Israel time, an ownership
certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be issued
or approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares
for Voting at General Meeting) of 2000, as amended. Shareholders either registered in the
Company's shareholders' register in Israel or who hold Ordinary Shares through members of the Tel Aviv Stock
Exchange may vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices,
c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001,
Israel, so that it is received by the Company no later than February 7, 2020, at 4:00 p.m. Israel time.
Shareholders wishing
to express their position on an agenda item for this General Meeting may do so by submitting a written statement ("Position
Statement") to the Company's offices, c/o Mr. Uri Ben Or at at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd
Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, by no later than February 3, 2020. Any Position Statement received
that is in accordance with the guidelines set by the Companies Law will be furnished to the U.S. Securities and Exchange Commission
(the "Commission") on Form 6-K, and will be made available to the public on the Commission's website at http://www.sec.gov.
Should no legal quorum
be present one-half hour after the scheduled time, the General Meeting will be adjourned to one week from that day, at the same
time and place, i.e. on February 18, 2020, at 4:00 p.m. (Israel Time) at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg,
Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel. Should such legal quorum not be present half an hour after the
time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal quorum.
documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office
on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through
Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.biondvax.com,
the Commission's website at http://www.sec.gov.
| By Order of the Board of Directors, | |
| Mark Germain | |
| Chairman of the Board of Directors |
BIONDVAX PHARMACEUTICALS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON February 11, 2020
This Proxy Statement
is furnished to the holders of ordinary shares, no par value (the "Ordinary Shares"), and to holders of American Depository
Shares ("ADSs"), evidenced by American Depositary Receipts issued by The Bank of New York Mellon ("BNY Mellon"),
of BiondVax Pharmaceuticals Ltd. (the "Company" or "BiondVax") in connection with the solicitation by the
board of directors of the Company (the "Board of Directors" or the "Board") of proxies for use at the Annual
General Meeting of Shareholders (the "General Meeting"), to be held on February 11, 2020, at 4:00 p.m. Israel time
at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg, Shenhav & Co., One Azrieli Center, Tel Aviv 6701101, Israel,
or at any adjournments thereof.
is proposed at the General Meeting to adopt the following proposals or to consider the following items:
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for
the fiscal years ended December 31, 2018.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Shareholders Entitled to Vote
and ADS holders of record at the close of business on January 6, 2019 (the "Record Date"), shall be entitled to receive
notice of and to vote at the General Meeting. At the close of business on January 6, 2020, the Company had outstanding 263,216
Ordinary Shares and 10,052,211 ADSs (representing an additional 402,088,440 Ordinary Shares), each of which is entitled to one
vote on each of the matters to be presented at the General Meeting.
card for use at the General Meeting is attached to this Proxy Statement and has been sent to the ADS holders together with a prepaid
return envelope for the proxy. By appointing "proxies", shareholders and ADS holders may vote at the General Meeting,
whether or not they attend. If a properly executed proxy in the enclosed form is received by the Company at least four hours prior
to the General Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the proxy card. ADS
holders should return their proxies to BNY Mellon by the date set forth on the proxy card. Subject to applicable law and the rules
of The Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies
will be voted FOR all of the proposed resolutions to be presented at the General Meeting for which the Board of Directors recommends
a "FOR". Shareholders and ADS holders may revoke their proxies at any time before the deadline for receipt of proxies
by filing with the Company (in the case of holders of Ordinary Shares) or with BNY Mellon (in the case of holders of ADSs) a written
notice of revocation or duly executed proxy bearing a later date.
holders should return their proxies by the date set forth on their form of proxy.
either registered in the Company's shareholders' register in Israel or who hold Ordinary Shares through members
of the Tel Aviv Stock Exchange, and who intend to vote their Ordinary Shares either in person or by proxy, must deliver to the
Company's offices, c/o Mr. Uri Ben Or, Chief Financial Officer, at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd
Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, no later than February 11, 2020, at 10:00 a.m. Israel time, an ownership
certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be issued
or approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares
for Voting at General Meeting) of 2000, as amended. Shareholders either registered in the
Company's shareholders' register in Israel or who hold Ordinary Shares through members of the Tel Aviv Stock
Exchange may vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices,
c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001,
Israel, so that it is received by the Company no later than February 7, 2020, at 4:00 p.m. Israel time.
Expenses and Solicitation