Annual General Meeting of Shareholders 2023
Aug 7, 2023
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on August 7, 2023
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 August 7, 2023, at 3:00 p.m. (Israel time), 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 and until their respective successors are duly elected and qualified: Aharon Schwartz, Michael Anghel, B.J. Bormann, Raphael Hofstein and Sandra Panem, or each to serve for staggered terms ending at the 2024, 2025 and 2026 annual general meetings of shareholders, if Proposal 3 is approved.
- To approve the grant of equity compensation to Philip Serlin, the Company's Chief Executive Officer.
- To approve certain amendments to the Company's Articles of Association relating to the appointment of directors of the Company, including to classify the Board of Directors (other than the external directors) into three classes with staggered three-year terms.
- To approve the reappointment of 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, 2023, 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.
In addition, at the Meeting, representatives of the Company's management will be available to review and discuss the Company's financial statements for the year ended December 31, 2022, and to transact such other business as may properly come before the Meeting.
Shareholders of record and holders of the Company's American Depositary Shares ("ADSs") of record at the close of business in New York on June 30, 2023 (the "Record Date") are entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. All shareholders are cordially invited to attend the Meeting in person.
Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented.
A holder of ordinary shares at the close of business on the Record Date shall also be entitled to participate in the Meeting by proxy, which proxy shall be in writing and signed by the appointing party or its authorized attorney, and if the appointing party is a corporation, the appointment shall be in writing signed by authorized corporate signatories together with the company stamp or by an authorized attorney. A proxy from the holder of ordinary shares must be received by the Company no later than 3:00 p.m., Israel time (8:00 a.m. ET), on August 5, 2023 to be validly included in the tally of ordinary shares voted at 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.
Holders of ADSs (whether registered in their name or in "street name") will receive voting instruction forms from the Bank of New York Mellon (which acts as the Depositary for the ADSs) in order to instruct their banks, brokers or other nominees on how to vote, and they are kindly requested to complete, date, sign and mail the voting instruction form in the envelope provided at the earliest convenience so that it will be received no later than the date and time indicated on the voting instruction form.
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 a certificate along with a duly executed proxy to the Company at 2 HaMa'ayan Street, Modi'in 7177871, Israel, Attention: Chief Financial Officer, to be received by the Company no later than 3:00 p.m., Israel time (8:00 a.m. ET), on August 5, 2023; 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.
The full version of the proposed resolutions may be viewed in the proxy statement, which together with the accompanying voting instruction form and proxy card (collectively, the "Proxy Materials"), will be available to the public on the U.S. Securities and Exchange Commission's website at http://www.sec.gov. This Notice of Annual General Meeting of Shareholders and the Proxy Materials will also be submitted to the ISA and TASE and will be available on their respective websites for listed company reports. The Proxy Materials will also be made available on our corporate website and may also be viewed at our offices during regular business hours at 2 HaMa'ayan Street, Modi'in 7177871. Detailed voting instructions are provided in the proxy statement, the voting instruction form and the proxy card.
By Order of the Board of Directors,
June 23, 2023