Full Press Release Details
Pharmaceuticals Ltd.
OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on, March 28, 2018
is hereby given that the annual and extraordinary general meeting of shareholders of BiondVax Pharmaceuticals Ltd. (the "Company"),
will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv,
6701203, Israel, on March 28, 2018, at 4:00 p.m., Israel time (the telephone number at the address is +972-3-303-9000), or at
any adjournments thereof (the "Meeting"), for the following purposes:
addition, the shareholders and ADS holders will be requested to consider at the Meeting the Company's audited financial statements
for the year ended December 31, 2016.
approval of each of the Proposals No. 1, 2, 3 and 4 requires the affirmative vote of the Company's shareholders and/or ADS
holders, holding at least a majority of the Company's Ordinary Shares present, in person or by proxy, and voting on the matter.
The approval of Proposal No. 5 requires the affirmative vote of at least 75% of the Ordinary Shares represented and voting at the
Company currently is unaware of any matters that may be raised at the Meeting. Should any other matters be properly raised at
the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
shareholders and American Depositary Shares, representing forty (40) of our Ordinary Shares ("ADSs"), holders
of record at the close of business on February 28, 2018 (the "Record Date"), are entitled to notice of and to
vote at the Meeting and any adjournment or postponement thereof either in person or by appointing a proxy to vote in their stead
or not you plan to attend the Meeting, it is important that your ordinary shares or ADSs be represented. Accordingly, if you do
not attend the Meeting in person, you are urged to promptly complete, date and sign a proxy card and to mail it in the envelope
provided at your earliest convenience, so that it is received by the Company no later than 4 p.m. on March 26, 2018. A proxy card
from the holder of the Company's American Depositary Shares must be received by The Bank of New York Mellon ("BNY
Mellon") as Depositary no later than 12:00 p.m. EST on March 22, 2018, to be validly included in the tally of votes for
the Meeting. Return of your proxy card does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote
your shares in person.
form of proxy card is enclosed with the proxy statement and was also furnished to the Securities and Exchange Commission (the
"Commission") on Form 6-K, and is available to the public on the Commission's website at http://www.sec.gov.
registered in the Company's shareholders' register in Israel, and shareholders who hold Ordinary Shares through members of the
Tel Aviv Stock Exchange Ltd. ("TASE"), may also vote through the attached proxy by completing, dating, signing
and mailing the proxy to the Company's offices no later than 48 hours prior to the scheduled date of the Meeting. Shareholders
registered in the Company's shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the
TASE who vote their Ordinary Share by proxy, must also provide the Company with a copy of their identity card, passport or certification
of incorporation, as the case may be. A shareholder registered in the Company's shareholders register in Israel and shareholders
who hold Ordinary Shares through members of the TASE must deliver the Company, no later than 4 hours prior to the scheduled date
of the Meeting, an ownership certificate confirming their ownership of the Company's Ordinary 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) 4760-2000, as amended.
wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement ("Position
Statement") to the Company's offices, c/o CFO, at 14 Einstein St., P. O. Box 4143 Ness Ziona 7414002, Israel,
upon prior notice and during regular working hours (telephone number: +972-8-930-2529) not later than ten (10) days before the
at the Meeting will be commenced if a quorum is present. A quorum is constituted by one or more shareholders who are present in
person or by proxy, and who hold or represents shares holding in the aggregate at least ten (10%) percent of the voting rights
in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned
to March 29, 2018, at the same time and place. At the adjournment Meeting, any number of shareholders who are present in person
or proxy, or who have delivered a proxy card, will constitute a quorum.
wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the Company's offices
during normal business hours and by prior coordination with the CFO of the Company (tel: +972-8-930-2529).
| By Order of the Board of Directors, | |
| Prof. Avner Rotman, | |
| Chairman of the Board |
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on, March 28, 2018
Notice is hereby given
that the Annual and Extraordinary Meeting of Shareholders (the "Meeting") of BiondVax Pharmaceuticals Ltd. ("BiondVax"
or the "Company") will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Legal Counsel to the Company,
at Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, Israel on March 28, 2018, at 4 p.m. Israel time.
is proposed at the Meeting to adopt the following proposals:
| 3. | To approve the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as the independent auditors of the Company for a period ending at the close of the next annual general shareholders meeting, and to authorize the Company's Audit Committee to approve their service fee; | |
| 4. | To approve the adoption of the BiondVax Share Option Plan to employees, directors, consultants, service providers and other entities which the Board shall decide their services are considered valuable to the Company, with similar terms to the previous option plan; | |
| 5. | To approve an increase in the Company's registered share capital from 391,000,000 ordinary shares, each 0.0000001 par value (" Ordinary Shares ") to 600,000,000 ordinary shares no par value, and to amend article 11 of the Company's articles of association accordingly. |
addition, the shareholders will be requested to consider at the Meeting the Company's audited financial statements for the year
ended December 31, 2016.
Company currently is unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised
at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Date; Shareholders Entitled to Vote; Admission
shareholders and ADS holders of record at the close of business on February 28, 2018 (hereinafter: the "Record Date")
will be entitled to vote at the Meeting, and any adjournments or postponements thereof. At such time, each issued and outstanding
ordinary share, with 0.0000001 NIS par value each ("Shares"), shall entitle its holder to one vote on each matter
properly submitted at the Meeting. Each American Depositary Share ("ADS") representing forty (40) such ordinary
shares shall entitle the holder of the ADS to forty (40) votes on each matter properly submitted at the Meeting.
in person at the Meeting will be limited to shareholders, their legal proxy holders or their authorized persons only.
gain admission to the 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 the Company's Articles
Instruments, Proxies
registered in the Company's shareholders' register in Israel, and shareholders who hold Ordinary Shares through members of the
Tel Aviv Stock Exchange Ltd. ("TASE"), may also vote through the attached proxy by completing, dating, signing
and mailing the proxy to the Company's offices no later than 48 hours prior to the scheduled date of the Meeting. Shareholders
registered in the Company's shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the
TASE who vote their Ordinary Share by proxy, must also provide the Company with a copy of their identity card, passport or certification
of incorporation, as the case may be. A shareholder registered in the Company's shareholders register in Israel and shareholders
who hold Ordinary Shares through members of the TASE must deliver the Company, no later than 4 hours prior to the scheduled date
of the Meeting, an ownership certificate confirming their ownership of the Company's Ordinary 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) 4760-2000, as amended.
holders should return their BNY Mellon form of Voting Instruction Form for holders of the Company's ADSs by no later than
the date and time set forth on such Voting Instruction Form.
of each of the proxy card and the BNY Mellon Voting Instruction Form for holders of the Company's ADSs, are enclosed with
the Notice of Meeting and the Proxy Statement, and were also furnished to the Securities and Exchange Commission (the "SEC"
or the "Commission") on Form 6-K, and is available to the public on the Commission's website at http://www.sec.gov.
the terms of the Depositary Agreement among the Company and BNY Mellon, which acts as the Depositary, and the holders of the Company's
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 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 amount of deposited ordinary
shares represented by those ADSs in accordance with the instructions set forth in that request. The Company has instructed the
Depositary to disseminate a notice of the Meeting and has 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 and received by the Depositary;
or, (b) as provided in the following sentences below. If no instructions are received by the Depositary from an owner of ADSs
with respect to a matter and an amount of ADSs of that owner on or before the instruction cutoff date set forth on the BNY Mellon
Voting Instruction Form, the Depositary shall deem that owner to have instructed the Depositary to give a discretionary proxy
to a person designated by the Company with respect to that matter and the amount of ordinary shares of the Company represented
by that amount of ADSs, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that
amount of ordinary shares of the Company as to that matter, except that no instruction of that kind shall be deemed given and