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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Compugen Ltd | NASDAQ:CGEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.015 | -0.87% | 1.715 | 1.71 | 1.72 | 1.73 | 1.7001 | 1.72 | 41,464 | 17:50:58 |
Exhibit
Number
|
Description of Exhibit
|
|
COMPUGEN LTD.
|
||
|
|||
Date: August 5, 2024
|
By:
|
/s/ Eran Ben Dor
|
|
|
|
Eran Ben Dor
General Counsel
|
|
1. |
To re-elect seven (7) directors to serve as members of the Board of Directors of the Company (the “Board of Directors” or the “Board”);
|
2. |
To approve amendments to the Articles of Association of the Company;
|
3. |
To approve a special cash bonus to the Company’s Chief Executive Officer in connection with the license agreement with Gilead Sciences, Inc.;
|
4. |
To approve an increase to the initial and annual equity awards to the non-executive members of the Board of Directors and issuance of equity grants by way of Other Equity (as defined below); and
|
5. |
To re-appoint Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, and until the next annual general
meeting of the Company’s shareholders and to authorize the Board, upon recommendation of the Audit Committee, to determine the remuneration of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), in accordance with the
volume and nature of its services.
|
|
By Order of the Board of Directors,
/s/ Paul Sekhri
Paul Sekhri
Chairman of the Board
Holon, Israel
August 5, 2024
|
1. |
To re-elect seven (7) directors to serve as members of the Board of Directors;
|
2. |
To approve amendments to the Articles of Association of the Company;
|
3. |
To approve a special cash bonus to the Company’s Chief Executive Officer in connection with the license agreement with Gilead Sciences, Inc.;
|
4. |
To approve an increase to the initial and annual equity awards to the non-executive members of the Board of Directors and issuance of equity grants by way of Other Equity (as defined below); and
|
5. |
To re-appoint Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, and until the next annual general
meeting of the Company’s shareholders and to authorize the Board, upon recommendation of the Audit Committee, to determine the remuneration of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), in accordance with the
volume and nature of its services.
|
Beneficial Owner
|
Number of Ordinary Shares Beneficially Owned
|
Percent of Ordinary Shares Beneficially Owned(1)
|
||||||
Bristol-Myers Squibb Company(2)
|
4,757,058
|
5.31
|
%
|
|||||
Anat Cohen-Dayag(3)
|
954,247
|
1.06
|
%
|
|||||
All Office Holders, including directors, as a group (consists of 15 persons)(4)
|
3,406,556
|
3.67
|
%
|
(1) |
Based upon 89,536,432 Ordinary Shares issued and outstanding as of July 31, 2024.
|
(2) |
Based upon information provided by the shareholder in its Form 13G filed with the SEC on November 19, 2021. With respect to the ordinary shares reported in its Schedule 13G, Bristol-Myers Squibb Company, indicated as having (i) sole
voting power and dispositive power with respect to 4,757,058 ordinary shares, and (ii) no shared voting power nor shared dispositive power with respect to ordinary shares. Furthermore, in such filing Bristol-Myers Squibb Company indicated
aggregate beneficial ownership of 4,757,058 ordinary shares. The address of the principal business office of BMS is 430 East 29th Street, New York, NY 10016.
|
(3) |
Includes (i) 56,122 shares held by Dr. Cohen-Dayag, and (ii) 898,125 shares subject to options that are exercisable within 60 days after July 31, 2024, with a weighted average exercise price of $6.12 per share, and which expire between
May 2025 and March 2032.
|
(4) |
Includes (i) a total of 72,059 ordinary shares held by directors and executive officers, and (ii) a total of 3,334,497 shares subject to options that are beneficially owned by directors and executive officers that are exercisable
within 60 days after February 20, 2024, with a weighted average exercise price of $5.46 per share and which expire between August 2024 and November 2032.
|
Name
|
Age
|
Year of First Election
|
Positions
|
|||
Paul Sekhri(3)(4)
|
66
|
2017
|
Chairman of the Board of Directors (Chairman of the Nomination and Corporate Governance Committee)
|
|||
Anat Cohen-Dayag, Ph.D.
|
57
|
2014
|
President and Chief Executive Officer, Director
|
|||
Eran Perry(1)(2)(4)
|
53
|
2019
|
Director
|
|||
Gilead Halevy(2)(4)
|
57
|
2018
|
Director (Chairman of the Audit Committee)
|
|||
Mathias (Math) Hukkelhoven, Ph.D.(4)
|
70
|
2022
|
Director
|
|||
Kinneret Livnat Savitzky, Ph.D.(1)(3)(4)
|
57
|
2018
|
Director
|
|||
Sanford (Sandy) Zweifach(1)(2)(3)(4)
|
68
|
2018
|
Director (Chairman of the Compensation Committee)
|
(2) |
Member of our Audit Committee (and audit committee financial expert, as defined by the SEC rules, with requisite financial experience required under the applicable Nasdaq Rules, as well as financial and accounting expertise according
to criteria set forth under the Companies Law and regulations promulgated there under)
|
• |
Article 27(c) – Prior to the adoption of the Amended Relief Regulations, a shareholder of an Israeli publicly traded company entitled to avail itself of the Relief Regulations, like Compugen, holding at least one percent (1%) of
the voting rights of the company, had the right to request the board of directors to include a subject on the agenda of a future general meeting of the shareholders of the company, provided that such subject is a proper subject for action
by shareholders under the Companies Law. Now, after the adoption of the Amended Relief Regulations, a shareholder of an Israeli publicly traded company entitled to avail itself of the Relief Regulations, like Compugen, must hold at least
five percent (5%) of the voting rights of the company in order to request the board of directors to include a matter relating to the appointment or removal of a director on the agenda of a future general meeting of the shareholders of the
company. The Amended Articles amend the provisions of Article 27(c) in the current Articles to comply and align with the Amended Relief Regulations in this respect.
|
• |
Article 59 – Under the Companies Law, distributions may be made only out of the company’s distributable profits as determined by the Companies Law (the “profit test”), provided that there
is no reasonable concern that the distribution will prevent the company from being able to meet its existing and anticipated obligations when they become due (the “liquidity test”). If the company
does not meet the profit test, Israeli court may nevertheless allow the company to effect a distribution, as long as the court is convinced that there is no reasonable concern that such distribution will prevent the company from being
able to meet the liquidity test. Following the adoption of the Amended Relief Regulations, notwithstanding the foregoing, a company entitled to avail itself of the Amended Relief Regulations, like Compugen, may effect a distribution by
means of buying its own securities (which is considered a distribution under the Companies Law) upon meeting only the liquidity test and without the need to meet the profit test or seek Israeli court approval and after complying with
additional procedural requirements as set forth in the Amended Relief Regulations. To allow the Company flexibility in this respect, we suggest amending the current Articles as set forth in the Amended Articles to comply and align with
the Amended Relief Regulations.
|
Name of Non-Executive Director
|
Security
|
Total Number of Securities
|
Weighted Average Exercise Price per Option in $
|
Number of Vested Securities
|
Number of Unvested Securities
|
Mr. Paul Sekhri
|
Options
|
548,000
|
3.14
|
521,875
|
26,125
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
|
Mr. Eran Perry
|
Options
|
83,000
|
4.82
|
56,875
|
26,125
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
|
Mr. Gilead Halevy
|
Options
|
93,000
|
4.66
|
66,875
|
26,125
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
|
Dr. Math Hukkelhoven
|
Options
|
53,000
|
2.51
|
19,684
|
33,316
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
|
Dr. Kinneret Livnat Savitzky
|
Options
|
93,000
|
4.66
|
66,875
|
26,125
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
|
Mr. Sandy Zweifach
|
Options
|
58,000
|
5.14
|
31,875
|
26,125
|
RSUs
|
1,000
|
NA
|
0
|
1,000
|
2023
|
2022
|
|||||||
Audit Fees
|
$
|
163,000
|
$
|
163,000
|
||||
Audit Related Fees
|
$
|
65,000
|
$
|
10,000
|
||||
Tax Fees
|
$
|
4,500
|
$
|
4,500
|
||||
All Other Fees
|
$
|
2,500
|
$
|
2,500
|
||||
Total
|
$
|
235,000
|
$
|
180,000
|
|
By Order of the Board of Directors,
/s/ Paul Sekhri
Paul Sekhri
Chairman of the Board
Holon, Israel
August 5, 2024
|
1.
|
Company Name
|
2.
|
Purpose
|
3.
|
Interpretation
|
(a) |
Unless the subject or the context otherwise requires: (i) words and expressions defined in the Companies Law in force on the date when these Articles or any amendment thereto, as the case may be, first became effective shall have the
same meanings defined therein; (ii) words and expressions importing the singular shall include the plural and vice versa; (iii) words and expressions importing the masculine gender shall include the feminine gender; and (iv) words and
expressions importing persons shall include corporate bodies.
|
(b) |
The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction of any provision hereof.
|
(c) |
The specific provisions of these Articles shall supers
|
4.
|
Limitation of Liability
|
5.
|
Authorized Share Capital
|
6.
|
Ordinary Shares
|
7.
|
Increase of Share Capital
|
8.
|
Special Rights; Modifications of Rights
|
(a) |
The Company may, from time to time, provide for shares with such preferred or deferred rights or rights of redemption or other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or
otherwise, as may be stipulated in the resolution pursuant to which such shares are created.
|
(b) | (i) | If at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by these Articles, may be modified or abrogated by the Company, subject to the consent in writing of, or sanction of a resolution passed by, the holders of a majority of the issued shares of such class at a separate general meeting of the holders of the shares of such class. |
(ii) |
The provisions of these Articles relating to General Meetings shall, mutatis mutandis, apply to any separate general meeting of the holders of the shares of a particular class; provided, however, that the requisite quorum at any such
separate general meeting shall be two or more shareholders present in person or proxy and holding not less than twenty-five percent (25%) of the issued shares of such class.
|
(iii) |
Unless otherwise provided by these Articles, the enlargement of an existing class of shares, or the issuance of additional shares thereof, or the creation of a new class of shares identical to an existing class of shares in all respects
shall not be deemed, for purposes of this Article 8(b), to modify or abrogate the rights attached to the previously issued shares of such class or of any other class.
|
9.
|
Consolidation, Subdivision, Cancellation and Reduction of Share Capital
|
(a) |
The Company may, from time to time (subject, however, to the provisions of Article 8(b) hereof and to applicable law):
|
(i) |
consolidate and divide any or all of its issued or unissued share capital into shares of larger nominal value than its existing shares;
|
(ii) |
subdivide its shares (issued or unissued) or any of them, into shares of smaller nominal value than is fixed by these Articles (subject, however, to the provisions of the Companies Law), and the resolution whereby any share is subdivided
may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, as compared with the others, have any such preferred or deferred rights or rights of redemption or other special rights,
or be subject to any such restrictions, as the Company has power to attach to unissued or new shares;
|
(iii) |
cancel any shares, which at the date of the adoption of such resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; or
|
(iv) |
reduce its share capital in any manner, subject to any authorization or consent required by law.
|
(b) |
With respect to any consolidation of issued shares into shares of larger nominal value, and with respect to any other action which may result in fractional shares, the board of directors of the Company (the "Board" or the "Board of Directors") may settle any difficulty which may arise with regard thereto, as it deems fit, including, inter alia, resort to one or more of the following
actions:
|
(i) |
determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into each share of larger nominal value;
|
(ii) |
allot, in contemplation of or subsequent to such consolidation or other action, such shares or fractional shares sufficient to preclude or remove fractional share holdings;
|
(iii) |
redeem, in the case of redeemable shares, and subject to applicable law, such shares or fractional shares sufficient to preclude or remove fractional share holdings;
|
(iv) |
cause the transfer of fractional shares by certain shareholders of the Company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees to pay the transferors the
fair value of fractional shares so transferred, and the Board of Directors is hereby authorized to act as agent for the transferors and transferees with power of substitution for purposes of implementing the provisions of this sub-Article
9(b)(iv).
|
10.
|
Issuance of Share Certificates; Replacement of Lost Certificates
|
(a) |
Share certificates shall bear the stamp or seal of the Company and shall bear the manual or printed signature of a member of the Board of Directors (a "Director") and/or of any other person or
persons authorized thereto by the Board of Directors. In the event that any Director or such other authorized person who has signed or whose printed signature has been placed upon a certificate shall have ceased to be such Director or
authorized person before such certificate is issued, it may be issued by the Company with the same effect as if it were such Director or authorized person at the date of issue.
|
(b) |
Each shareholder shall be entitled to one numbered certificate for all the shares of any class registered in his name, and if the Board of Directors so approves, to several certificates, each for one or more of such shares.
|
(c) |
A share certificate registered in the names of two or more persons shall be delivered to the person first named in the Register (as defined in Article 24(a) below) in respect of such co-ownership and such delivery shall be deemed
sufficient delivery to all co-owners. The Company shall not be obligated to issue more than one share certificate to the joint holders.
|
(d) |
If a share certificate is defaced, lost or destroyed, it may be replaced, upon payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board of Directors deem fit.
|
11.
|
Registered Holder
|
12.
|
Allotment of Shares
|
13.
|
Payment in Installments
|
14.
|
Calls on Shares
|
(a) |
The Board of Directors may, from time to time, make such calls as it may think appropriate upon shareholders in respect of any sum unpaid in respect of shares held by such shareholders which is not, by the terms of allotment thereof or
otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s)
designated by the Board of Directors, as any such time(s) may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated in the resolution of the Board of Directors (and in the notice hereafter referred
to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all shares in respect of which such call was made.
|
(b) |
Notice of any call shall be given in writing to the shareholder(s) in question not less than fourteen (14) days prior to the time of payment, specifying the time and place of payment, and designating the person to whom such payment shall
be made; provided however, that before the time for any such payment, the Board of Directors may, by notice in writing to such shareholder(s), revoke such call in whole or in part, extend such time, or alter such person and/or place. In
the event of a call payable in installments, only one notice thereof need be given.
|
(c) |
If, by the terms of allotment of any share or otherwise, any amount is made payable at any fixed time, every such amount shall be payable at such time as if it were a call duly made by the Board of Directors and of which due notice had
been given, and all the provisions herein contained with respect to such calls shall apply to each such amount.
|
(d) |
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof and all interest payable thereon.
|
(e) |
Any amount unpaid in respect of a call shall bear interest from the date on which it is payable until actual payment thereof, at such rate (not exceeding the then prevailing debitory rate charged by leading commercial banks in Israel),
and at such time(s) as the Board of Directors may prescribe. The Board of Directors shall, however, be at liberty to waive the payment of interest, wholly or in part. No shareholder shall be entitled to receive any dividend or to exercise
any privileges as a shareholder until they have paid all calls for the time being due and payable on every share held by them whether alone or jointly with any other person along with interest and expenses, if any.
|
(f) |
Upon the allotment of shares, the Board of Directors may provide for differences among the allottees of such shares as to the amount of calls and/or the times of payment thereof.
|
15.
|
Prepayment
|
16.
|
Forfeiture and Surrender
|
(a) |
If any shareholder fails to pay any amount payable in respect of a call, or interest thereon as provided for herein, on or before the day fixed for payment of the same, the Company, by resolution of the Board of Directors, and subject to
the provisions of the Companies Law, may at any time thereafter, so long as the said amount or interest remains unpaid, forfeit all or any of the shares in respect of which said call had been made. Any expense incurred by the Company in
attempting to collect any such amount or interest, including, inter alia, attorneys' fees and costs of legal suit, shall be added to, and shall, for all purposes (including the accrual of interest thereon), constitute a part of the amount
payable to the Company in respect of such call.
|
(b) |
Upon the adoption of a resolution of forfeiture, the Board of Directors shall cause notice thereof to be given to such shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable within a
period stipulated in the notice (which period shall not be less than fourteen (14) days and which may be extended by the Board of Directors), such shares shall be ipso facto forfeited, provided, however, that, prior to the expiration of
such period, the Board of Directors may nullify such resolution of forfeiture, but no such nullification shall stop the Board of Directors from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.
|
(c) |
Whenever shares are forfeited as herein provided, all dividends theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.
|
(d) |
The Company, by resolution of the Board of Directors, may accept the voluntary surrender of any share.
|
(e) |
Any share forfeited or surrendered as provided herein shall become the property of the Company, and the same, subject to the provisions of these Articles, may be sold, re-allotted or otherwise disposed of as the Board of Directors thinks
fit.
|
(f) |
Any shareholder whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all
calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article
14(e) above, and the Board of Directors, in its sole discretion, may enforce the payment of such moneys, or any part thereof, but shall not be under any obligation to do so. In the event of such forfeiture or surrender, the Company, by
resolution of the Board of Directors, may accelerate the date(s) of payment of any or all amounts then owing by the shareholder in question (but not yet due) in respect of all shares owned by such shareholder, solely or jointly with
another, and in respect of any other matter or transaction whatsoever.
|
(g) |
The Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it thinks fit, but no such
nullification shall stop the Board of Directors from re-exercising its powers of forfeiture pursuant to this Article 16.
|
17.
|
Lien
|
(a) |
Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each shareholder (without regard to any equitable or other claim or
interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for such shareholders debts, liabilities and engagements arising from any cause whatsoever, solely or jointly with another, to or with the
Company, whether the period for the payment, fulfillment or discharge thereof shall have actually arrived or not. Such lien shall extend to all dividends from time to time declared in respect of such share. Unless otherwise provided, the
registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.
|
(b) |
The Board of Directors may cause the Company to sell any shares subject to such lien when any such debt, liability or engagement has matured, in such manner as the Board of Directors may think fit, but no such sale shall be made unless
such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such shareholder, or such shareholder's executors or administrators.
|
(c) |
The net proceeds of any such sale, after payment of the costs thereof, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder (whether or not the same have matured), or any specific part
of the same (as the Company may determine), and the residue (if any) shall be paid to the shareholder, such shareholder's executors, administrators or assigns.
|
18.
|
Sale after Forfeiture or Surrender or in Enforcement of Lien
|
19.
|
Redeemable Shares
|
20.
|
Effectiveness and Registration
|
21.
|
The Board of Directors may, in its discretion to the extent it deems necessary, close the Register for registrations of transfers of shares for a period determined by the Board of
Directors, and no registrations of transfers of shares shall be made by the Company for the period during which the Register is so closed.
|
22.
|
Decedents' Shares
|
(a) |
In case of a share registered in the names of two or more holders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the provisions of Article 22 (b) have been effectively invoked.
|
(b) |
Any person becoming entitled to a share in consequence of the death of any person, upon producing evidence of the grant of probate or letters of administration or declaration of succession (or such other evidence as the Board of
Directors may reasonably deem sufficient that he sustains the character in respect of which he proposes to act under this Article or of his title), shall be registered as a shareholder in respect of such share, or may, subject to the
regulations as to transfer herein contained, transfer such share.
|
23.
|
Receivers and Liquidators
|
(a) |
The Company may recognize the receiver or liquidator of any corporate shareholder in winding-up or dissolution, or the receiver or trustee in bankruptcy of any shareholder, as being entitled to the shares registered in the name of such
shareholder.
|
(b) |
The receiver or liquidator of a corporate shareholder in winding-up or dissolution, or the receiver or trustee in bankruptcy of any shareholder, upon producing such evidence as the Board of Directors may deem sufficient that he sustains
the character in respect of which he proposes to act under this Article or of his title, shall with the consent of the Board of Directors (which the Board of Directors may grant or refuse in its absolute discretion), be registered as a
shareholder in respect of such shares, or may, subject to the regulations as to transfer herein contained, transfer such shares.
|
(a) |
The Company shall keep a Register (as defined in this Article 24(a)) in which it may record such information as may be deemed appropriate by the Board of Directors and/or as may be permitted by the Companies Law or these Articles. In
addition, the Company shall record in the Register the following information:
|
(i) |
The names and addresses of the shareholders, the number of shares held by each shareholder and the amount paid or the amount to be considered as paid on the shares of each shareholder;
|
(ii) |
The day each person was registered in the Register as a shareholder;
|
(iii) |
The amounts called, if any, that are due on the shares of each shareholder; and
|
(iv) |
Any other information required by the Companies Law or these Articles to be recorded in the Register.
|
(b) |
The principal register shall be kept at the registered office of the Company for the time being (the "Office") and, apart from the times the Register is closed in accordance with the provisions of
the Companies Law or these Articles, shall be open to the inspection of any shareholder free of charge, and of any other person at such fee as the Company shall determine for each matter, during regular business hours.
|
(c) |
The Register may be closed for such period, if any, as the Board of Directors shall determine from time to time, on the condition that the Register shall not be closed for a period exceeding 30 days during any calendar year; and on the
additional condition that the Register shall not be closed unless a notice has been published in accordance with the provisions of the Companies Law, if required.
|
25.
|
Annual General Meetings
|
26.
|
Special General Meetings
|
(a) |
All general meetings of shareholders of the Company other than Annual General Meetings shall be called "Special General Meetings." A general meeting of shareholders of the Company, whether it is an
Annual General Meeting or a Special General Meeting, will be referred to as a "General Meeting".
|
(b) |
The Board of Directors may, whenever it thinks fit, convene a Special General Meeting at such time and place, in the State of Israel or abroad, as may be determined by the Board of Directors.
|
(c) |
The Board of Directors shall be obligated to convene a Special General Meeting, in accordance with the terms of the Companies Law, at such time and place, in the State of Israel or abroad, as may be determined by the Board of Directors.
|
27.
|
Convening of General Meetings
|
(a) |
The Company shall not be required to deliver or serve notice ('Hodaa') of General Meetings or of any adjournments thereof to any shareholder.
|
(b) |
Without derogating from the provisions of Article 27(a) above, and subject to applicable law and regulations promulgated thereunder and stock exchange rules and regulations, the Company will publicize the convening of General
Meetings in any manner reasonably determined by the Company and any such publication shall be deemed to have been duly made, given and delivered to all shareholders on the date on which it is first made, posted, filed or published in the
manner so determined by the Company in its sole discretion. The date of publication in respect of a General Meeting as set forth in this Article, and the date of the meeting shall be counted as part of the days comprising any notice period
with respect to such General Meeting.
|
(c) |
|
28.
|
Record Date for General Meetings and Other Action
|
29.
|
Participation
|
30.
|
Quorum
|
(a) |
Two or more shareholders (not in default in payment of any sum referred to in Article 37 (a) hereof), present in person, by proxy, by proxy card or by electronic voting, and holding shares conferring in the aggregate twenty-five percent
(25%) or more of the voting power of the Company, shall constitute a quorum at General Meetings. No business shall be transacted at a General Meeting, or at any adjournment thereof, unless the requisite quorum is present within half an
hour from the time appointed for the General Meeting.
|
(b) |
If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day in the following week, at the same time and place or to such other later day, time
and place as the Directors may determine and specify in the publication with respect to the General Meeting. It shall not be necessary to give notice of or publicize such adjournment. No business shall be transacted at any adjourned meeting
except business that might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, any number of participants will constitute a quorum (not in default as aforesaid) present in person, by proxy, by
proxy card or by electronic voting, shall constitute a quorum; provided, however, that Special General Meeting which was convened by the Board upon the demand of shareholders or Directors then in office, or directly by such shareholders or
Directors, in accordance the terms of the Companies Law, shall be cancelled.
|
(c) |
The Board of Directors may determine, at its sole discretion, the matters that may be voted upon at the meeting by proxy card, in addition to the matters listed in Section 87(a) of the Companies Law.
|
31.
|
Chairman
|
32.
|
Adoption of Resolutions at General Meetings
|
(a) |
Except with respect to matters which require the approval of a special majority under the Companies Law, all resolutions of the shareholders shall be deemed adopted if approved by the holders of a simple majority of the voting power
represented at the meeting, in person, by proxy, by proxy card or by electronic voting, and voting thereon. It is hereby clarified that such simple majority of the voting power represented at the meeting is also required to approve any
amendment to these Articles of Association.
|
(b) |
Every question submitted to a General Meeting shall be decided by a show of hands, but if a written ballot is demanded by any shareholder present in person or by proxy and entitled to vote at the meeting, the same shall be decided by
such ballot. A written ballot may be demanded before the proposed resolution is voted upon or immediately after the declaration by the Chairman of the results of the vote by a show of hands. If a vote by written ballot is taken after such
declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by such written ballot. The demand for a written ballot may be withdrawn at any time before the same is conducted,
in which event another shareholder may then demand such written ballot. The demand for a written ballot shall not prevent the continuance of the meeting for the transaction of business other than the question on which the written ballot
has been demanded. All votes properly tendered by proxy card or by electronic voting, as set forth in Articles 37 (c)(iii) and (c)(v), with respect to a given resolution shall be counted for purposes of determining the outcome of any vote
with respect to such resolution taken by show of hands or by written ballot.
|
(c) |
A declaration by the Chairman of the meeting that a resolution has been carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the
fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.
|
33.
|
Manner of the Meeting
|
(a) |
participate in the business for which the meeting has been convened;
|
(b) |
hear all persons who speak (whether by the use of microphones, loudspeakers audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place(s); and
|
(c) |
be heard by all other persons so present in the same way.
|
35.
|
Power to Adjourn
|
(a) |
The Chairman of a General Meeting at which a quorum is present may, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the question of adjournment (and shall if so directed
by the meeting), adjourn the meeting, or the discussion or resolution in any item on the agenda for the meeting, from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which
might lawfully have been transacted at the meeting as originally called.
|
(b) |
It shall not be necessary to give any notice of an adjournment, however, if the meeting is adjourned for thirty (30) days or more, the Company shall publicize the adjournment and the matters to be included on the agenda of the adjourned
General Meeting in the same manner in which it announced the convening of the original General Meeting.
|
36.
|
Voting Power
|
37.
|
Voting Rights
|
(a) |
No shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls and other sums then payable by such shareholder in respect of such shareholder's shares in the Company have
been paid.
|
(b) |
A company or other corporate body being a shareholder of the Company may, subject to applicable law, authorize any person to be its representative at any General Meeting of the Company or execute or deliver a proxy on its behalf. Any
person so authorized shall be entitled to exercise on behalf of such shareholder all the power that the latter could have exercised if it were an individual shareholder. Upon the request of the Chairman of the meeting, written evidence of
such authorization (in form acceptable to the Chairman) shall be delivered to the Chairman.
|
(c) |
Any shareholder entitled to vote may vote in one of the following manners:
|
(i) |
personally;
|
(ii) |
by proxy (who need not be a shareholder of the Company);
|
(iii) |
by proxy card, provided it is completed and returned to the Company in accordance with its terms;
|
(iv) |
if the shareholder is a company or other corporate body, by a representative authorized pursuant to Article 37 (b); or
|
(v) |
by electronic voting; shareholders who hold shares through members of the Tel Aviv Stock Exchange ("TASE"), may vote electronically via the electronic voting system of the Israel Securities
Authority, upon terms and instructions received from the TASE member through which the shareholder holds his or her shares.
|
(d) |
If two or more persons are registered as joint holders of any share, the vote of the senior who tenders a vote, in person, by proxy, by proxy card or by electronic voting, shall be accepted to the exclusion of the vote(s) of the other
joint holder(s); and for this purpose seniority shall be determined by the order in which the names appear in the Register.
|
38.
|
Proxies; Instrument of Appointment
|
(a) |
The instrument appointing a proxy shall be in writing and shall be substantially in the following form:
|
"I ____________ (Name of Shareholder) of __________ (Address of Shareholder) being a shareholder of Compugen Ltd. hereby appoint ______________ (Name of Proxy) of ____________ (Address of
Proxy) as my proxy to participate and vote for me and on my behalf at the General Meeting of the Company to be held on the _____ day of _______, 20__ and at any adjournment(s) thereof.
|
Signed this ______ day of ____________, 20__.
|
_________________________
|
(Signature of Appointer)"
|
(b) |
Proxy cards shall be in such form, and substance, as shall be prescribed by the Board of Directors. Proxy cards shall be completed and delivered to the Company (at its Office, or at its principal place of business or at the offices of
its registrar and/or transfer agent or at such place as the Board of Directors may specify) in accordance with its terms.
|
(c) |
A vote cast pursuant to an instrument appointing a proxy or by proxy card, or pursuant to electronic voting, shall be valid notwithstanding the death, liquidation or winding-up of the appointing or voting shareholder (or of his
attorney-in-fact, if any, who signed such instrument), or the revocation of the appointment or vote, or the transfer of the share in respect of which the vote is cast, provided no written intimation of such death, liquidation, winding-up,
revocation or transfer shall have been received by the Company or by the Chairman of the meeting before such vote is cast and provided, further, that the appointing or voting shareholder, if present in person at said meeting, may revoke the
appointment or the electronic voting by means of a written or verbal notification to the Chairman, or otherwise.
|
(d) |
An instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairman of the meeting, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such
instrument or by the shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any,
required under this Article 38 (e) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument revoked thereby
as referred to in Article 38 (e) hereof, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairman of such meeting of written notice from such
shareholder of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported
cancellation of the appointment, or the presence in person of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this
Article 38 (e) at or prior to the time such vote was cast.
|
(e) |
Without derogating from any of the above, if a shareholder voted in more than one way, his latest vote shall be counted; for this purpose: (a) the date on the proxy card shall be deemed the voting date; and (b) a vote cast by the
shareholder himself or by his proxy shall be deemed later to his vote by proxy card or by electronic voting.
|
39.
|
Powers of Board of Directors
|
(a) |
General. The Board of Directors shall determine the Company's policies, oversee the activities of the chief executive officer (the "Chief Executive Officer"), and take such other actions as
are described in Section 92 of the Companies Law. The Board of Directors shall be empowered to exercise any power of the Company not conferred by the Companies Law or by these Articles on any other organ of the Company. The authority
conferred on the Board of Directors by this Article 39 shall be subject to the provisions of the Companies Law and these Articles.
|
(b) |
Borrowing Power. The Board of Directors may from time to time, at its discretion, cause the Company to borrow or secure the payment of any sum or sums of money for the purposes of the Company, and may secure or provide for the
repayment of such sum or sums in such manner, at such times and upon such terms and conditions as it deems fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures, debenture stock, or any mortgages, charges, or
other securities on the undertaking or the whole or any part of the property of the Company, both present and future, including its uncalled or called but unpaid capital for the time being.
|
(c) |
Reserves. The Board of Directors may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in its absolute discretion, shall deem
fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and
employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds
therein for another purpose, all as the Board of Directors may deem fit from time to time.
|
40.
|
Exercise of Powers of Directors
|
(a) |
A meeting of the Board of Directors at which a quorum is present, whether in person or by any other means by which the Directors may hear each other simultaneously, shall be competent to exercise all the authorities, powers and
discretions vested in or exercisable by the Board of Directors.
|
(b) |
A resolution proposed at any meeting of the Board of Directors shall be deemed adopted if approved by a majority of the Directors present and entitled to vote when such resolution is put to a vote and voting thereon.
|
(c) |
A resolution in writing signed by all of the Directors or members of a Committee of the Board of Directors then in office and lawfully entitled to vote thereon (as conclusively determined by the Chairman of the Board of Directors) or to
which all of such Directors have agreed in writing or given their oral consent by telephone (provided that in such event, a written summary thereof has been approved and signed by the Chairman of the Board of Directors of the Company )
shall be deemed to have been unanimously adopted by a meeting of the Board of Directors or any Committee thereof duly convened and held.
|
41.
|
Audit Committee
|
(a) |
The Board of Directors shall appoint an Audit Committee. The composition of the Audit Committee shall, to the extent required, be in compliance with the Companies Law and with the rules of any stock exchange on which the shares of the
Company are traded.
|
(b) |
The duties of the Audit Committee shall be as provided by applicable law and/or applicable rules of any stock exchange on which the shares of the Company are traded and shall include:
|
(i) |
to detect any deficiencies in the business management of the Company, by among other things consulting with the Company’s internal auditor and independent auditors, and to propose to the Board of Directors ways of correcting these
deficiencies; and
|
(ii) |
to decide whether to approve actions and transactions requiring approval of the Audit Committee pursuant to the Companies Law.
|
42.
|
Delegation of Powers
|
(a) |
Subject to the Companies Law, the Board of Directors may delegate any or all of its powers to committees, each consisting of two or more persons (all of whose members must be Directors), and it may from time to time revoke such
delegation or alter the composition of any such committee. Any committee so formed (in these Articles referred to as a "Committee of the Board of Directors"), shall, in the exercise of the powers so delegated, conform to any regulations
imposed on it by the Board of Directors. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of
Directors, so far as not superseded by any regulations adopted by the Board of Directors under this Article. Unless otherwise expressly provided by the Board of Directors in delegating powers to a Committee of the Board of Directors, such
Committee shall not be empowered to further delegate such powers.
|
(b) |
Without derogating from the provisions of Article 55 below, the Board of Directors may, subject to the provisions of the Companies Law, from time to time appoint a Secretary to the Company, as well as officers, agents, employees and
independent contractors, as the Board of Directors may deem appropriate, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well
as the terms and conditions of employment, of all such persons, and may require security in such cases and in such amounts as it deems appropriate.
|
(c) |
The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purpose(s) and with such
powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board of Directors may deem fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in them.
|
43.
|
Number of Directors
The number of Directors shall consist of no less than five (5) Directors and no more than fourteen (14) Directors, unless otherwise resolved by
the Annual General Meeting.
|
44.
|
Election, Appointment and Removal of Directors
|
(a) |
If at any time, the Company shall be required to appoint independent or external directors as may be required by law ("External Directors") such directors shall serve on the Board according to the number required by law. External
Directors will be appointed and removed pursuant to and shall be governed by the relevant provisions of the law which applies to External Directors.
|
(b) |
The Directors (other than External Directors) shall be elected and dismissed by a simple majority of the voting power present and voting at an Annual General Meeting. Subject to the maximum number of Directors provided for in Article 43
above, between Annual General Meetings, the Board of Directors shall be empowered to appoint Directors by a majority vote of the Directors then in office.
|
(c) |
Directors elected at an Annual General Meeting, except External Directors, if applicable, shall hold office until the end of the Annual General Meeting, immediately following the Annual General Meeting at which they were elected and
until their successors have been duly elected or until any such Directors' term of office terminates as provided in the Companies Law or due to any of the circumstances set forth in Article 47 below. Directors appointed by the Board
pursuant to Article 44(a) above, shall hold office until the end of the immediately following Annual General Meeting or until such Directors' term of office terminates as provided in the Companies Law or due to any of the circumstances set
forth in Article 47 below.
|
(d) |
Subject to applicable law, a Director who has ceased to hold office shall be eligible for re-election or re-appointment.
|
(e) |
The term of office of a Director will begin as of the date of the Annual General Meeting at which he was elected or as of the date of the meeting of the Board of Directors at which he was appointed (if appointed by the Board pursuant to
Article 44(b) above) or at such later date as is determined in the resolution electing or appointing him or pursuant thereto.
|
(f) |
Notwithstanding anything to the contrary in this Article 44, the shareholders may, at any time, by a resolution adopted by a simple majority of the voting power present and voting at a Special General Meeting, discharge from office any
Director, provided such Director is given a reasonable opportunity to state his or her case before the shareholders at the General Meeting and/or appoint a Director (provided that with respect to External Directors, the requirements of the
Companies Law are satisfied).
|
45.
|
Qualification of Directors
|
46.
|
Continuing Directors in the Event of Vacancies
|
47.
|
Vacation of Office
|
(a) |
The office of a Director shall be vacated by the Director's written resignation. Such resignation shall become effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later.
|
(b) |
The Company shall be entitled, at any time, to discharge from office any Director subject to and in accordance with Article 44(f).
|
(c) |
The office of a Director shall be vacated, ipso facto, upon the occurrence of any of the following: (i) his death, or, if the Director is a legal entity, it has adopted a resolution of voluntary liquidation or winding-up, or a
liquidation order has been issued with respect thereto; (ii) should he be declared to be legally incompetent; (iii) should he be declared bankrupt; or (iv) as otherwise provided in the Companies Law.
|
48.
|
Remuneration of Directors
|
49.
|
Conflict of Interests
|
49A.
|
Alternate Director
|
50.
|
Meetings
|
(a) |
The Board of Directors shall convene meetings as required to fulfill the needs of the Company, but in any event shall convene at least one meeting in every three month period. The Board of Directors may meet and adjourn its meetings and
otherwise regulate such meetings and proceedings as the Directors deem fit. Meetings of the Board of Directors may be held telephonically or by any other means of communication provided that each Director participating in such meeting can
hear and be heard by all of the other Directors participating in such meeting.
|
(b) |
The Chairman of the Board of Directors may convene a meeting of the Board of Directors, provided that a notice is delivered a reasonable time prior to the applicable meeting. Notwithstanding, the Board may convene without prior notice
in urgent cases only, if the majority of the Directors has approved to do so. Subject to the terms of the Companies Law and without derogating from the preceding, the failure to give notice to a Director in the manner required herein may
be waived. The notice of meeting shall include the agenda of the meeting. Notice of the meetings of the Board of Directors may be given orally, by telephone, by email or be sent to each Director in any other reasonable manner at the last
physical or email address or telephone or facsimile number that the Director provided to the Company.
|
(c) |
Upon the receipt of a written request under any of the following circumstances, the Chairman of the Board of Directors shall, and in the absence of a Chairman, any Director receiving such written request shall, convene a meeting of the
Board of Directors, but not less than twenty-four (24) hours' notice shall be given of any meeting, unless such notice is waived:
|
(i) |
upon the receipt of a written request from any two Directors, or in the event that there are five or less Directors serving in office at the time, upon the written request of any Director;
|
(ii) |
upon the receipt of a written request from any Director requesting that a meeting be convened and stating that he or she has learned of an alleged violation of the law or of proper business procedure by the Company.
|
(iii) |
upon the receipt of any written request from the Chief Executive Officer of the Company requesting an action of the Board of Directors; or
|
(iv) |
upon the receipt of a written notice from the independent auditor(s) of the Company regarding material flaws in the oversight of the Company's internal accounting methods.
|
51.
|
Quorum
|
52.
|
Chairman of the Board of Directors
|
53.
|
Validity of Acts Despite Defects
|
54.
|
Minutes
|
(a) |
Minutes of each General Meeting and of each meeting of the Board of Directors (or any committee thereof) shall be recorded and duly entered in books provided for that purpose. Such minutes shall, in all events, set forth the names of the
persons present at the meeting and all resolutions adopted thereat.
|
(b) |
Any minutes as aforesaid, if purporting to be signed by the chairman of the meeting or by the chairman of the next succeeding meeting, shall constitute prima facie evidence of the matters recorded therein.
|
55.
|
Chief Executive Officer
|
(a) |
The Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as Chief Executive Officers(s) of the Company and may confer upon such person(s), and from time to time modify or revoke, such title(s)
(including General Manager, Managing Director, Director General or any similar or dissimilar title). The appointment of the Chief Executive Officer(s) may be either for a fixed term or without any limitation of time. The Board of
Directors may from time to time remove or dismiss the Chief Executive Officer(s) from office and appoint another or others in the Chief Executive Officer(s)'s place.
|
(b) |
The Chief Executive Officer(s) shall manage the business of the Company, subject to the policies established by the Board of Directors, such limitations and restrictions as are set forth in these Articles or as the Board of Directors may
from time to time prescribe, and the provisions of the Companies Law.
|
(c) |
The Board of Directors may from time to time determine the Chief Executive Officer(s) salary and other terms and conditions of the Chief Executive Officer's employment, subject to the provisions of the Companies Law.
|
(d) |
Subject to the provisions of the Companies Law and provided the Board of Directors has authorized him or her to do so, the Chief Executive Officer of the Company may appoint additional Officer Holders (as such term is defined in the
Companies Law) of the Company (other than Directors and Chief Executive Officers), and determine the duties and powers of such Office Holders. The terms and conditions of such Office Holders' employment shall be approved as required by the
Companies Law. The Chief Executive Officer shall notify the Board of Directors of each such appointment at the first meeting of the Board of Directors following such appointment.
|
57.
|
Indemnity and Insurance
|
57.1
|
Insurance. Subject to the provisions of the Companies Law, the Company may enter into contracts to insure the liabilities of its Office Holders for any liabilities or expenses incurred
by or imposed upon them arising from or as a result of any act (or omission) carried out by them as Office Holders of the Company, to the fullest extent permitted by law, including in respect of any liability imposed on any Office Holder with
respect to any of the following:
|
(a) |
A breach of the duty of care owed to the Company or to any other person;
|
(b) |
A breach of the duty of loyalty owed to the Company, provided that, the Office Holder acted in good faith and had reasonable grounds to assume that such act would not prejudice the interests of the Company;
|
(c) |
Monetary liabilities or obligations imposed on him in favor of another person.
|
(d) |
A payment which the Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israel Securities Law, 5728-1968 (the "Securities Law") and expenses that
the Office Holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's fees, or in connection with Article D of Chapter Four of Part
Nine of the Companies Law.
|
(e) |
Expenses incurred by the Office Holder in connection with a proceeding under Chapter G'1, of the Israel Restrictive Trade Practices Law, 5748-1988 (the "Restrictive Trade Law"), including
reasonable litigation expenses, including attorney's fees.
|
57.2
|
Indemnification. Subject to the provisions of the Companies Law, the Company may indemnify any of its Office Holders for all liabilities and expenses incurred by them arising from or
as a result of any act (or omission) carried out by them as Office Holders of the Company and which is indemnifiable pursuant to applicable law, to the fullest extent permitted by law, including, as follows:
|
(a) |
retrospectively; and
|
(b) |
undertake in advance to indemnify the Office Holders to the fullest extent permitted by law, including, as follows:
|
(i) |
For any monetary liabilities or obligations imposed on the Office Holder in favor of another person pursuant to a court judgment, including a compromise judgment or an arbitrator's decision approved by a court;
|
(ii) |
For any payments which the Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law and expenses the Office Holder incurred in connection with a proceeding under Chapters H'3,
H'4 or I'1 of the Securities Law, including reasonable litigation expenses, including attorney's fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law;
|
(iii) |
For reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder in consequence of an investigation or proceeding instituted against the Office Holder by an authority that is authorized to conduct such
investigation or proceeding, and which was concluded without filing of an indictment against the Office Holder and without imposing on the Office Holder a financial obligation in lieu of criminal proceedings, or which was concluded without
filing of an indictment against the Office Holder but with imposing on such Office Holder a financial obligation in lieu of criminal proceedings in respect of an offense that does not require proof of criminal intent or in connection with a
financial sanction;
|
(iv) |
For reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder or which the Office Holder is ordered to pay by a court, in a proceeding filed against the Office Holder by the Company or on its behalf or by
another person, or in a criminal action of which the Office Holder is acquitted, or in a criminal action in which the Office Holder is convicted of an offense that does not require proof of criminal intent.
|
(v) |
For expenses incurred by the Office Holder in connection with a proceeding under Chapter G'1, of the Restrictive Trade Law, including reasonable litigation expenses, including attorney's fees.
|
(vi) |
For any other liability, obligation or expense indemnifiable or which may from time to time be indemnifiable by law.
|
57.3
|
Exemption of Office Holders. Subject to the provisions of the Companies Law, the Company may, to the fullest extent permitted by law, exempt and release its Office Holders, including
in advance, from and against all or part of such Office Holders’ liability for monetary or other damages due to, or arising or resulting from, a breach of their duty of care to the Company. The Directors of the Company are released and exempt
from any and all liability as aforesaid to the fullest extent permitted by law with respect to any such breach, which has been or may be committed.
|
57.4
|
The provisions of this Article 57 are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of insurance and/or
indemnification and/or exculpation, in favor of any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder.
|
57.5 |
The Company may, as aforesaid, indemnify, insure and exempt from liability any Office Holder to the fullest extent permitted by applicable law. Accordingly: (i) any amendment to the Companies Law, the Securities Law, the Restrictive
Trade Law or any other applicable law expanding the ability of the Company to indemnify, insure or exempt from liability any Office Holder, or expanding the right of any Office Holder to be indemnified, insured or exempted from liability,
beyond or in addition to the provisions of these Articles, shall, to the fullest extent possible, automatically and immediately apply to the Office Holders of the Company and be deemed as included in these Articles to the fullest extent
permitted by applicable law; and (ii) any amendment to the Companies Law, the Securities Law, the Restrictive Trade Law or any other applicable law adversely affecting the ability of the Company to indemnify, insure or exempt from liability
any Office Holder or adversely affecting the right of any Office Holder to be indemnified, insured or exempted from liability as provided for in these Articles shall have no effect post factum and shall not affect the Company's obligations
or ability to indemnify, insure or exempt from liability an Office Holder for any act (or omission) carried out prior to such amendment, unless otherwise provided by applicable law.
|
58.
|
Rights of Signature and Rubber Stamp
|
(a) |
The Board of Directors shall be entitled to authorize any person or persons (who need not be Directors) to act and sign on behalf of the Company and to further delegate such signatory powers, and the acts and signatures of such person(s)
on behalf of the Company, shall bind the Company insofar as such person(s) acted and signed within the scope of such person's authority.
|
(b) |
The Company shall have at least one official rubber stamp.
|
59.
|
Declaration of Dividends
|
60.
|
Amount Payable by Way of Dividends
|
(a) |
Subject to the provisions of these Articles and subject to any rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with
respect to dividends, the
|
(b) |
No dividend shall carry interest against the Company.
|
61.
|
Payment in Specie
|
(a) |
A dividend may be paid, wholly or partly, by the distribution of specific assets of the Company or by the distribution of specific assets, paid-up shares, debentures or debenture stock of any other company, or in any one or more such
ways.
|
(b) |
Upon the determination of the Board of Directors, the Company (i) may cause any monies, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a
reserve fund for the redemption of capital, or in the hands of the Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized
and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital, or may cause any part of such
capitalized fund to be applied on behalf of such shareholders in paying up in full, either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture stock of the Company which shall be
distributed accordingly or in payment, in full or in part, of the uncalled liability on all issued shares or debentures or debenture stock if such liability exists, on a pro rata basis; and (ii) may cause such distribution or payment to be
accepted by such shareholders in full satisfaction of their interest in the said capitalized sum.
|
62.
|
Implementation of Powers under Articles 60 and 61
|
63.
|
Deductions from Dividends
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64.
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Retention of Dividends
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(a) |
The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or
engagements in respect of which the lien exists.
|
(b) |
The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under these Articles, entitled to become a shareholder, or which any person is,
under these Articles, entitled to transfer, until such person shall become a shareholder in respect of such share or shall transfer the same.
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65.
|
Unclaimed Dividends
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66.
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Mechanics of Payment
|
67.
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Receipt from a Joint Holder
|
68.
|
Books of Account
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69.
|
Fiscal Year
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70.
|
Audit
|
71.
|
Auditors
|
(a) |
The shareholders of the Company shall appoint an independent auditor(s) of the Company at the Annual General Meeting. Such appointment shall be in force until the end of the fiscal year for which the appointment is made, or for a longer
period if so resolved at the Annual General Meeting, but in no event for a period of more than three fiscal years. Subject to the provisions of the Companies Law, the shareholders of the Company may remove the independent auditor(s) at any
time.
|
(b) |
The appointment, authorities, rights and duties of the independent auditor(s) of the Company shall be regulated by applicable law.
|
(c) |
The Audit Committee shall have the authority to fix, in its discretion, the remuneration of the independent auditor(s) and shall bring such to the Board for approval, and the Company shall report to the shareholders on such remuneration
at the Annual General Meeting.
|
72.
|
Donations
|
73.
|
Notices
|
(a) |
Without derogating from Article 27 above or Article 73(j) below, any notice or document may be served by the Company upon any shareholder personally or by sending it by mail addressed to such shareholder at such shareholder's address as
described in the Register or such other address as such shareholder may have designated in writing for the receipt of notices and documents. Any notice or document may be served by any shareholder upon the Company by tendering the same in
person to the Secretary or the Chief Executive Officer of the Company at the Office or by sending it by prepaid registered mail (airmail if posted outside Israel) to the Company at its Office. Any such notice or document shall be deemed to
have been served two (2) business days after it has been posted (five (5) business days if sent to a place not located on the same continent as the place from where it was posted), or when actually received by the addressee if sooner than
two (2) days or five (5) days, as the case may be, after it has been posted, or when actually tendered in person, to such shareholder (or to the Secretary or the Chief Executive Officer); provided however, that notice may be sent by e-mail,
facsimile or other electronic means and confirmed by registered mail as aforesaid, and such notice shall be deemed to have been given twenty-four (24) hours after such e-mail, facsimile or other electronic communication has been sent or
when actually received by such shareholder (or by the Company), whichever is earlier. If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively
addressed or failed, in some respect, to comply with the provisions of this Article 73 (a).
|
(b) |
All notices to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register, and any notice so given shall be sufficient notice
to the holders of such share.
|
(c) |
If requested by the Company, each shareholder shall provide the Company with the shareholder's full street and mailing address, as well, if available, with facsimile number and email address. Without derogating from Article 27 above, any
shareholder whose address is not described in the Register, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice from the Company.
|
(d) |
The Company may declare that any document(s) will be delivered or be available for review at the Office or any other place designated by the Board of Directors.
|
(e) |
Whenever it is required to give prior notice or publicize a specified number of days in advance or where a notice or publication is valid for a specified period, the day of the publication or the day of service of the notice shall be
included in such count or period.
|
(f) |
Service of notice to a relative of a shareholder living at the same address with him will be deemed service to such shareholder.
|
(g) |
Subject to applicable law, any shareholder, Director or other person entitled to receive notice in accordance with these Articles or law may waive notice, in advance or retroactively, in a particular case or type of case or generally,
and if so, notice will be deemed as having been duly served, and all proceedings or actions for which the notice was required will be deemed valid.
|
(h) |
Any person entitled to a share by operation of law or by transfer, transmission or otherwise will be bound by any notice served or by any publication made pursuant to these Articles with respect to such share prior to his being
registered in the Register as owner of the shares.
|
(i) |
It shall not be necessary to set forth in detail in any publication as provided for in Article 27(b) above, the full text of any proposed resolutions and a general description of the nature of the matters on the agenda will suffice. The
Company shall be entitled, however, but shall be under no obligation to do so, to specify in any publication in respect of a meeting, a place and a time where and when the full text of proposed resolution(s) may be reviewed.
|
(j) |
Notwithstanding anything to the contrary contained herein, the Company may give notice to any shareholder by posting a notice on the Company's website, filing an appropriate periodic report with the SEC, by publishing on one or more
international wire services or in one or more newspapers or by publicizing in any other manner reasonably determined by the Company and the date of such posting, filing or other publication shall be deemed the date on which such notice has
been served upon such shareholder. Where notice is given by more than one method, it will be deemed served on the earliest of such dates.
|
(k) |
The accidental omission to give notice to any shareholder pursuant to any applicable law or these Articles or the non-receipt of any such notice by any shareholder entitled to receive notice shall not invalidate any action, transaction,
resolution or proceedings taken by the Company and/or at or by any General Meeting.
|
74.
|
Winding Up
|
(a) |
Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a claim, cause of
action, claims, or causes of action arising under the United States Securities Act of 1933, as amended, including all claims and causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision
is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made
by that person or entity and who has prepared or certified any part of the documents underlying the offering.
|
(b) |
Unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders; or (iii) any action asserting a claim arising pursuant to any provision of
the Companies Law or the Securities Law.
|
(c) |
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to the provisions of this Article 75.
|
(Continued and to be marked, dated, and signed on the other side)
|
↑PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ↑
|
Please mark your votes like this ☒
|
Proposal 1. To re-elect each of the seven (7) directors specified herein to serve as a member of the Board of Directors of
the Company to hold office until immediately following the annual general meeting of the Company’s shareholders for 2025 and until his or her respective successor has been elected, or until his or her office is vacated earlier in
accordance with the provisions of the Israeli Companies Law, 5759-1999 and the Articles of Association of the Company.
|
NOMINEES:
|
FOR
|
AGAINST
|
ABSTAIN
|
|
(1) Paul Sekhri
|
☐
|
☐
|
☐
|
||
(2) Anat Cohen-Dayag, Ph.D.
|
☐
|
☐
|
☐
|
||
(3) Eran Perry
|
☐
|
☐
|
☐
|
||
(4) Gilead Halevy
|
☐
|
☐
|
☐
|
||
(5) Mathias Hukkelhoven, Ph.D.
|
☐
|
☐
|
☐
|
||
(6) Kinneret Livnat Savitzky, Ph.D.
|
☐
|
☐
|
☐
|
||
(7) Sanford (Sandy) Zweifach
|
☐
|
☐
|
☐
|
DO NOT PRINT IN THIS AREA
(Stockholder Name & Address Data) |
|
Proposal 2. To approve amendments to the Articles of Association of the Company.
FOR ☐ AGAINST ☐ ABSTAIN ☐
|
|
|
|
|
Proposal 3. To approve a special cash bonus to the Company’s Chief Executive Officer in connection with the license
agreement with Gilead Sciences, Inc.
FOR ☐ AGAINST ☐ ABSTAIN ☐
|
|
|
|
|
Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) ☐
|
|
Proposal 4. To approve an increase to the initial and annual equity awards to the non-executive members of the Board of
Directors and issuance of equity grants by way of Other Equity (as defined in the Proxy Statement).
FOR ☐ AGAINST ☐ ABSTAIN ☐
|
|
|
|
|
|
Proposal 5. To re-appoint Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), as the independent
registered public accounting firm of the Company for the fiscal year ending December 31, 2024, and until the next annual general meeting of the Company’s shareholders, and to authorize the Board of Directors, upon recommendation of the
Audit Committee, to determine the remuneration of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), in accordance with the volume and nature of its services.
FOR ☐ AGAINST ☐ ABSTAIN ☐
|
Date
Signature
Signature (Joint Owners)
|
|
Please sign exactly as your name or names appear on the Proxy Statement. When Ordinary Shares are held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
|
↑ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ↑
|
|
INTERNET
|
TELEPHONE
|
MAIL
|
||
Vote Your Proxy on the Internet:
Go to www.FCRvote.com/CGEN |
Vote Your Proxy by Phone:
Call 1 (866) 402-3905 |
Vote Your Proxy by Mail:
|
||
Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
|
Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.
|
Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.
|
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