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 cash 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 equity 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; |
| 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 |
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, 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 enclosed form of proxy.
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 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 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.
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.
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
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 |
BIONDVAX PHARMACEUTICALS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
FOR EXTRAORDINARY MEETING OF SHAREHOLDERS
TO BE HELD ON April 6, 2021
This Proxy Statement
is furnished to the holders of ordinary shares, no par value (the "Ordinary Shares"), and to holders of American Depositary
Shares ("ADSs"), evidenced by American Depositary Receipts issued by The Bank of New York Mellon ("BNY Mellon"),
of BiondVax Pharmaceuticals Ltd. (the "Company") 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 an Extraordinary Meeting of
Shareholders (the "Extraordinary Meeting"), to be held on April 6, 2021, at 4:00 p.m. Israel time at the offices of
Gross & Co., One Azrieli Center, Round Tower, Tel Aviv 6701101, Israel, or at any adjournments thereof.
proposed at the Extraordinary Meeting to adopt the following proposals or to consider the following items:
| 1. | To approve the terms of office of the Company's Chief Executive Officer, Mr. Amir Reichman; and |
| 2. | To approve a change in the terms of cash 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 equity 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; |
| 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 |
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.
Shareholders Entitled to Vote
and ADS holders of record at the close of business on March 1, 2021 (the "Record Date"), shall be entitled to receive
notice of and to vote at the Extraordinary Meeting. At the close of business on the Record Date, the Company had outstanding 391,384
Ordinary Shares and 14,322,361 ADSs (representing an additional 572,894,440 Ordinary Shares), each of which is entitled to one
vote on each of the matters to be presented at the Extraordinary Meeting.
card for use at the Extraordinary 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 Extraordinary
Meeting, whether or not they attend. 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 Extraordinary Meeting for which the board of directors recommends a "FOR" vote. 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 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.
Expenses and Solicitation
The board of directors is soliciting proxies for use at the
Extraordinary Meeting. The Company expects to provide this Proxy Statement and the accompanying proxy cards to ADS holders on or
about March 8, 2021. In addition to solicitation of proxies to ADS holders by mail, certain officers, directors, employees and
agents of the Company, may solicit proxies by telephone, mail or other personal contact. The Company shall bear the cost of the
solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage
firms and others for forwarding materials to beneficial owners of Ordinary Shares or ADSs.
This Proxy Statement
and proxy card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Israeli Companies Law,
5759-1999, or the Companies Law.
for the Extraordinary Meeting consists of at least one or more shareholders who are present at the Extraordinary Meeting, in person
or by proxy or by proxy card or represented by their authorized persons, and who hold in the aggregate ten percent or more of the
voting rights of the Company, and such presence at the Extraordinary Meeting will constitute a legal quorum. Abstentions and "broker
non-votes" are counted as present and entitled to vote for purposes of determining a legal quorum.
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.