Home Meeting notice Vascular Biogenics: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 7, 2022 – Form 6-K

Vascular Biogenics: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 7, 2022 – Form 6-K

0

NOTICE OF CONVENING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

WILL TAKE PLACE ON JULY 7, 2022.

Dear shareholders of Vascular Biogenics Ltd. :

We cordially invite you to attend an annual general meeting of shareholders of Vascular Biogenics Ltd., or the Company, to be held at 4:00 p.m. (Israel time) on July 7, 2022, at our offices at 8 HaSatat St. Modi’ in Israel (the “Meeting“).

The Meeting is convened for the following purposes:

(1)

Approve the appointment of Ms. Ruth Alon, Dr. Shmuel (Muli) Ben Zvi, Dr. Ron Cohen, Ms. Alison Finger, Prof. Dror Harats, Mr. David Hastings, Mr. Marc Kozin, Mr. Michael Rice and Dr. Bennett M. Shapiro to the Board of Directors, to serve until the next annual general meeting of shareholders of the Company, under the existing terms of appointment as previously approved, except for the resolutions herein, until until each of their successors is duly appointed and qualified, or until any of their prior resignations or removals (voting will be held separately for each director nominee);

(2)

Approve the grant of an option to Professor Dror Harats to purchase 400,000 of our common stock under the Company’s 2014 Employee Stock Ownership and Option Plan pursuant to standard option agreements (the “Option” ). The option will vest at the time and in the manner approved by the Remuneration Committee and the Board of Directors;

(3)

Amend the terms and compensation arrangements of Professor Dror Harats in accordance with the terms set out in Proposal 3 of the Proxy Statement;

(4)

Approve the reappointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered accountants for the year ending December 31, 2022, and until the next general meeting shareholders of the Company and authorize the Board (with delegation to its audit committee) to set the remuneration of said independent accounting firm according to the volume and nature of its services;

(5)

Approve a remuneration policy for the directors and other corporate officers of the Company, in accordance with the requirements of the Israeli Companies Law, 5759-1999.

(6)

Approve the increase in the share capital of the Company by NIS 500,000 and create 50,000,000 ordinary shares, with a par value of NIS 0.01 each (“Ordinary Shares”), having the rights and benefits attributed thereto in the amended and restated articles of association of the Company (the “Articles”). Following the increase, the share capital of the Company will be NIS 2,000,000 divided into 200,000,000 Ordinary Shares.

(seven)

Subject to the approval of the increase in the share capital of the Company, approve the amendment of article 6 of the Articles of Association and article 4 of the Memorandum of Association of the Company.

Article 6 of the articles of association is replaced in its entirety as follows:

“6. The share capital of the Company consists of 2,000,000 NIS divided into 200,000,000 Ordinary Shares, with a par value of 0.01 NIS each (the “Ordinary Shares”).”

Article 4 of the Company’s articles of association will be replaced in its entirety as follows:

“4. The share capital of the Company shall be 2,000,000 NIS, consisting of 200,000,000 Ordinary Shares of the Company with a par value of 0.01 NIS each.”

At the meeting, we will also present and discuss our annual audited consolidated financial statements for the year ended December 31, 2021, as previously made available to our shareholders as part of our Form 20-F filed with the Securities and Exchange Commission and available at www.sec.gov and in the “Investor Relations” section of our Company’s website, www.vblrx.com. We will also transact any other business that may properly come before the Meeting or any adjournment thereof.

The affirmative vote of the holders of the majority of the voting rights represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions) is necessary for the approval of each of the proposals.

The proposals and details relating to the Meeting are described in greater detail in the accompanying management proxy circular, which the Company will send (together with this notice) to its shareholders, which we invite you to read in full. This notice, the proxy statement and the associated proxy card are also provided to the United States Securities and Exchange Commission, or SEC, in a report on Form 6-K, which may be obtained free of charge from the website of the SEC at www.sec.gov or on the Company’s website – at www.vblrx.com. The full text of the proposed resolutions, as well as the form of proxy for the Meeting, will also be available for consultation from June 2, 2022, at the registered office of the Company, 8 HaSatat St. Modi’in, Israel, upon simple prior request. . coordination with the Company. Our telephone number at our head office is +972-8-9935000.

Shareholders registered in the share register at the close of business on June 2, 2022 are entitled to receive notice of and vote at the meeting (one vote per share held).

Shareholders who are unable to attend the Meeting in person will be requested to complete, date and sign all enclosed proxies and return them promptly by post to the registered office of the Company, 8 HaSatat St. Modi ‘in, POBox 9141, Israel 7178106, by fax. +972-8-9935001, or by e-mail to our general secretary: [email protected]. If you send us your proxies by post, the proxies must reach our registered office at least 48 hours before the time set for the Meeting in order to be validly taken into account in the breakdown of the shares voted on at the Meeting, unless we waive this requirement. Your proxy cards, if properly executed, will be voted in the manner you have indicated. Detailed proxy voting instructions will be provided both in the proxy statement and on the proxy cards.

If your Common Shares are held at “street name”, that is, in a brokerage account or by a trustee or agent, you may be able to use the control number listed on the voting instructions to submit your voting instructions to their brokers, trustees or agents by other means, including via the Internet.

Sincerely,

Marc Kozin

President of the council