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Key Takeaway: GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that the Special General Meeting of the shareholders (the "Meeting") of Therapix Biosciences Ltd. (the "Company") will be held at the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel, on M

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GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Special General
Meeting of the shareholders (the "Meeting") of Therapix Biosciences Ltd. (the "Company")
will be held at the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel, on Monday, March 1, 2021
at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time) or depending on developments with respect to the coronavirus (COVID-19) pandemic,
might be held virtually on the above date and time instead of in person.
Meeting is being called for the following purposes:
Board of Directors of the Company (the "Board") recommends that you vote FOR each of the foregoing Proposals, which
are described in the attached Proxy Statement.
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.
of record at the close of trading on Monday, February 1, 2021 (the "Record Date"), are entitled to notice of
and to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).
approval of each Proposal to be presented at the Meeting requires the affirmative vote of holders of at least a majority of the
Ordinary Shares voted in person or presented by proxy at the Meeting.
approval of Proposal No. 2 is subject to the fulfillment of one of the following additional voting requirements:
A "controlling shareholder"
is defined as any shareholder that has the ability to direct the company's activities (other than by means of being a director
or office holder (as defined in the Israeli Companies Law, 5799-1999 (the "Companies Law") of the company).
A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more
of any one of the "means of control" of the company. "Means of control" is defined as any one of
the following: (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors of the company
or its chief executive officer.
"personal interest" of a shareholder in an action or transaction of a company includes (i) a personal interest
of any of the shareholder's relative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother,
sister or parent of such shareholder's spouse or the spouse of any of the above) or an interest of a company with respect
to which the shareholder or the shareholder's relative (as detailed above) holds 5% or more of such company's issued
shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which
any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant
to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising solely from the ownership
of ordinary shares of the company.
you do not state whether or not you are a controlling shareholder or do not confirm whether or not you have personal interest,
as applicable, your shares will not be voted for Proposal No. 2. We are not aware of controlling shareholders under the Companies
A form of proxy for use at the Meeting is attached
to the Proxy Statement, and a voting instruction form, together with a return envelope, will be sent to holders of American Depositary
Shares representing the Company's Ordinary Shares ("ADS"). By appointing "proxies", shareholders
and ADS holders may vote at the Meeting whether or not they attend. Holders of Ordinary Shares must submit their proxies to the
Company's offices, if a properly executed proxy in the attached form is received by the Company at least four hours prior
to the Meeting, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form. ADS holders should
return their voting instruction form by the date set forth therein. Subject to applicable law, including with respect to Proposal
2 as described above, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies
will be voted "FOR" the proposed resolutions to be presented at the Meeting for which the Board recommends a vote "FOR."
Shareholders and ADS holders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline
for receipt of proxies or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary
Shares) or with the Bank of New York Mellon (in the case of holders of ADSs) a written notice of revocation or duly executed proxy
or voting instruction form (as applicable) bearing a later date.
Shareholders registered in the Company's
shareholders' register in Israel may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership
signed by a member of the Tel Aviv Stock Exchange which complies with the Israel Companies Regulations (Proof of Ownership of Shares
for Voting at General Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate
along with a duly executed proxy and including a copy of their identity card, passport or certification of incorporation, as the
case may be, to Mr. Oz Adler, Chief Financial Officer, at oz@therapixbio.com, not less than 48 hours prior to the Meeting. In addition,
shareholders of record (other than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in
order to convert such shares to ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders
of record complete such conversion and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record
holders should return their proxies by the date set forth on their form of proxy.
Company's management will ensure that the guidelines and instructions of the Israeli government, the Ministry of Health and local
authorities are strictly implemented during the Meeting, including with regard to gatherings and social spacing. Shareholders
who wish to participate in person or through a designated representative on their behalf are asked to follow the instructions
of the Israeli authorities regarding the Covid-19 pandemic.
Executive Officer and Director
GENERAL MEETING OF SHAREHOLDERS
enclosed proxy is being solicited by the board of directors (the "Board") of Therapix Biosciences Ltd. (the
"Company") for use at the Company's Special General Meeting of shareholders of the Company (the "Meeting")
to be held on Monday, March 1, 2021, at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time), or at any adjournment thereof, at
the offices of Meitar Law Offices, 16 Abba Hillel Silver Rd., Ramat Gan 5250608 or depending on developments with respect to the
coronavirus (COVID-19) pandemic, we might hold the Meeting virtually on the above date and time instead of in person. Upon the
receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares,
par value NIS 2.00 each, of the Company (the "Ordinary Shares") covered thereby in accordance with the directions
of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement,
the Ordinary Shares represented thereby will be voted in favor of the proposal described in this proxy statement.
record date for determining which of the Company's shareholders is entitled to notice of, and to vote at, the Meeting is
established as of the close of trading on Monday, February 1, 2021 (the "Record Date").
least two shareholders who attend the Meeting in person or by proxy who hold or represent together at least 15% of the voting
rights of the Company's issued share capital shall constitute a quorum for the Meeting. If within half an hour from the
time the Meeting is convened a quorum is not present, the adjourned meeting shall be held on the following day on, Tuesday, March
2, 2021 at 8:00 a.m. (Eastern Time) / 3:00 p.m. (Israel time). If a quorum is not present at the adjourned meeting within half
an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall be deemed a
quorum and shall be entitled to deliberate and to resolve in respect of the matter for which the Meeting was convened.
are entitled to vote at the Meeting if you were a shareholder at the close of trading on the Record Date. Subject to the terms
described herein, you are also entitled to vote at the Meeting if you held Ordinary Shares through a bank, broker or other nominee
which was a shareholder of record of the Company at the close of trading on the Record Date or which appeared in the participant
listing of a securities depository on that date.
The Board is soliciting proxies for use
at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxies to American Depositary Share
("ADS") holders on or about Monday, February 8, 2021. In addition to solicitation of proxies to ADS holders
by mail, certain officers, directors, employees and agents of the Company, none of whom shall receive additional compensation
therefor, may solicit proxies by telephone 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 material to beneficial owners of Ordinary Shares or holders of ADSs.
In accordance with the Israeli Companies Law,
5799-1999 (the "Companies Law"), and regulations promulgated thereunder, any shareholder of the Company holding
at least one percent of the outstanding voting rights of the Company for the meeting may submit to the Company a proposed additional
agenda item for the meeting, to Mr. Oz Adler, Chief Financial Officer, e-mail address: oz@therapixbio.com, no later than Monday,
February 1, 2021. To the extent that there are any additional agenda items that the Board determines to add as a result of any
such submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, no later than Monday,
February 8, 2021, which will be furnished to the Securities and Exchange Commission (the "Commission") on Form
6-K, and will be made available to the public on the Commission's website at www.sec.gov.
Vote and Voting Procedures
Pursuant to the Companies Law, the Proposals
Last updated: Jan 25, 2021