Full Press Release Details
BIONDVAX PHARMACEUTICALS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
To Be Held on April 6, 2021
An Extraordinary Meeting
of Shareholders of BiondVax Pharmaceuticals Ltd. (the "Company") will be held at the offices of Gross & Co., One
Azrieli Center, Round Tower, Tel Aviv 6701101, Israel on April 6, 2021 at 4:00 p.m. Israel time, or at any adjournments thereof
(the "Extraordinary Meeting") for the following purposes:
| 1. | To approve the terms of office of the Company's Chief Executive Officer, Mr. Amir Reichman; |
| 2. | To approve a change in the terms of compensation for Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster, Dr. Yael Margolin and Mr. Samuel Moed, directors of the Company; |
| 3. | To approve the grant of options to Mr. Mark Germain, chairman of the board of directors, and Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster, Dr. Yael Margolin and Mr. Isaac Devash, directors of the Company, to purchase American Depositary Shares, or ADSs, of the Company; |
| 4. | To approve amendments to the terms of options previously granted to Mr. Samuel Moed, a director of the Company; |
| 5. | To approve amendments to the terms of options previously granted to Mr. Mark Germain, chairman of the board of directors, and Prof. Avner Rotman, Mr. Adi Raviv, Prof. George H. Lowell, Dr. Morris Laster, Dr. Yael Margolin and Mr. Isaac Devash, directors of the Company ; |
| 6. | To approve a one-time payment to certain directors of the Company, including Mr. Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company; and |
| 7. | To approve an amendment to the Company's articles of association to increase the registered share capital of the Company. |
The Company is currently
unaware of any other matters that may be raised at the Extraordinary Meeting. Should any other matters be properly raised at the
Extraordinary 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 American Depositary Shares ("ADSs"),
evidenced by American Depositary Receipts issued by The Bank of New York Mellon, at the close of business on March 1, 2021 shall
be entitled to receive notice of and to vote at the Extraordinary Meeting (the "Record Date").
The board of directors
recommends that you vote FOR each of the proposals, as specified on the form of proxy to be provided.
Whether or not you plan
to attend the Extraordinary Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested
to complete, date, sign and mail the proxy in the envelope to be provided at your earliest convenience. Execution of a proxy will
not in any way affect a shareholder's right to attend the Extraordinary Meeting and vote in person, and any person giving
a proxy has the right to revoke it at any time before it is exercised.
ADS holders should return
their proxies to BNY Mellon 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 may vote their Ordinary Shares either in person or by proxy delivered to the Company together with
an ownership certificate confirming their ownership of the Company's Shares on the record date, which certificate must be
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, and may do so through the attached form
of proxy card, which also serves as their voting card, by completing, dating, signing and mailing the proxy card to the Company's
offices so that it is received by the Company no later than on April 6, 2021 at 12:00 p.m. Israel time.
Shareholders wishing to
express their position on an agenda item for this Extraordinary Meeting may do so by submitting a written statement ("Position
Statement") to the Company's offices by no later than March 29, 2021.
Should no legal quorum
be present one-half hour after the scheduled time, the Extraordinary Meeting will be adjourned to one week from that day, at the
same time and place, i.e. on April 13, 2021, at 4:00 p.m. (Israel Time) at the offices of Gross & Co., One Azrieli Center,
Round Tower, 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.
This Notice and the documents
mentioned therein, as well as the proposed resolutions on the agenda, will be available to 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
and the Commission's website at http://www.sec.gov.
| By Order of the Board of Directors, | |
| Mark Germain | |
| Chairman of the Board of Directors |