Annual General Meeting of Shareholders 2019
July 2, 2019
NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS
JULY 2, 2019
Notice is hereby given that the Annual General Meeting of the shareholders (the "Meeting”) of BioLineRx Ltd. (the "Company”) will be held at the offices of the Company at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871, Israel, on July 2, 2019 at 3:00 p.m. for the following purposes:
- To re-elect the following persons to the Board of Directors, each to serve until the next Annual General Meeting of shareholders: Aharon Schwartz, Michael Anghel, B.J. Bormann, Raphael Hofstein and Sandra Panem.
- To approve the grants of options to each of the directors named in Proposal 1, as further described in the Proxy Statement.
- To re-elect Ms. Nurit Benjamini to the Board of Directors for a three-year term as external director, commencing as of July 6, 2019, and to approve the grants of options to her.
- To re-elect Dr. Avraham Molcho to the Board of Directors for a three-year term as external director, commencing as of July 6, 2019, and to approve the grants of options to him.
- To approve the equity compensation of Philip Serlin, the Company’s Chief Executive Officer.
- To approve an amended Compensation Policy for Executives and Directors in the form attached as Annex A to the Proxy Statement.
- To approve an increase in the number of the Company’s authorized ordinary shares and authorized share capital, and to amend the Articles of Association of the Company to reflect such increase.
- To reappoint Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the year ending December 31, 2019 and to authorize the Audit Committee of the Board of Directors to fix the compensation of said auditors in accordance with the scope and nature of their services.
- To review the Company’s Annual Report and financial statements for the year ended December 31, 2018, and to transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on June 3, 2019 (the "Record Date”) are entitled to notice of and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.
Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States. A proxy from the holder of ordinary shares must be received by the Company no later than 3:00 p.m. on June 30, 2019 to be validly included in the tally of ordinary shares voted at the Meeting; a proxy from the holder of the Company’s American Depositary Shares must be received by The Bank of New York Mellon as Depositary no later than 12:00 p.m. EDT on June 28, 2019 to be validly included in the tally of votes for the Meeting. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.
Beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange ("TASE”) may (i) vote their shares in person at the Meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings), 5760-2000 as proof of ownership of the shares, (ii) send such certificate along with a duly executed proxy to the Company at 2 HaMa’ayan Street, Modi’in 7177871, Israel, Attention: General Counsel, or (iii) complete the Internet voting process via the electronic voting system of the Israel Securities Authority the ("ISA”) after receiving a personal identifying number, an access code and additional information regarding this Meeting from the member of the TASE and after carrying out a secured identification process, up to six hours before the time set for the Meeting.
By Order of the Board of Directors,
May 28, 2019