Exhibit 99.1

BiondVax Pharmaceuticals Ltd.

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on, March 28, 2018

Notice is hereby given that the annual and extraordinary general meeting of shareholders of BiondVax Pharmaceuticals Ltd. (the “ Company ”), will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, Israel, on March 28, 2018, at 4:00 p.m., Israel time (the telephone number at the address is +972-3-303-9000), or at any adjournments thereof (the “ Meeting ”), for the following purposes:

In addition, the shareholders and ADS holders will be requested to consider at the Meeting the Company’s audited financial statements for the year ended December 31, 2016.

The approval of each of the Proposals No. 1, 2, 3 and 4 requires the affirmative vote of the Company’s shareholders and/or ADS holders, holding at least a majority of the Company’s Ordinary Shares present, in person or by proxy, and voting on the matter. The approval of Proposal No. 5 requires the affirmative vote of at least 75% of the Ordinary Shares represented and voting at the Meeting.

The Company currently is unaware of any matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Only shareholders and American Depositary Shares, representing forty (40) of our Ordinary Shares (“ ADSs ”), holders of record at the close of business on February 28, 2018 (the “ Record Date ”), are entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof either in person or by appointing a proxy to vote in their stead at the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares or ADSs be represented. Accordingly, if you do not attend the Meeting in person, you are urged to promptly complete, date and sign a proxy card and to mail it in the envelope provided at your earliest convenience, so that it is received by the Company no later than 4 p.m. on March 26, 2018. A proxy card from the holder of the Company’s American Depositary Shares must be received by The Bank of New York Mellon (“ BNY Mellon ”) as Depositary no later than 12:00 p.m. EST on March 22, 2018, to be validly included in the tally of votes for the Meeting. Return of your proxy card does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.

A form of proxy card is enclosed with the proxy statement and was also furnished to the Securities and Exchange Commission (the “ Commission ”) on Form 6-K, and is available to the public on the Commission’s website at http://www.sec.gov .

Shareholders registered in the Company’s shareholders’ register in Israel, and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange Ltd. (“ TASE ”), may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company’s offices no later than 48 hours prior to the scheduled date of the Meeting. Shareholders registered in the Company’s shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the TASE who vote their Ordinary Share by proxy, must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. A shareholder registered in the Company’s shareholders register in Israel and shareholders who hold Ordinary Shares through members of the TASE must deliver the Company, no later than 4 hours prior to the scheduled date of the Meeting, an ownership certificate confirming their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 4760-2000, as amended .

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (“ Position Statement ”) to the Company’s offices, c/o CFO, at 14 Einstein St., P. O. Box 4143 Ness Ziona 7414002, Israel, upon prior notice and during regular working hours (telephone number: +972-8-930-2529) not later than ten (10) days before the Meeting.

Discussion at the Meeting will be commenced if a quorum is present. A quorum is constituted by one or more shareholders who are present in person or by proxy, and who hold or represents shares holding in the aggregate at least ten (10%) percent of the voting rights in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to March 29, 2018, at the same time and place. At the adjournment Meeting, any number of shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.

The wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the Company’s offices during normal business hours and by prior coordination with the CFO of the Company (tel: +972-8-930-2529).

Tel Aviv, Israel

February 22, 2018

Proxy Statement

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on, March 28, 2018

Notice is hereby given that the Annual and Extraordinary Meeting of Shareholders (the “ Meeting ”) of BiondVax Pharmaceuticals Ltd. (“ BiondVax ” or the “ Company ”) will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Legal Counsel to the Company, at Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, Israel on March 28, 2018, at 4 p.m. Israel time.

It is proposed at the Meeting to adopt the following proposals:

In addition, the shareholders will be requested to consider at the Meeting the Company’s audited financial statements for the year ended December 31, 2016.

The Company currently is unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Record Date; Shareholders Entitled to Vote; Admission

Only shareholders and ADS holders of record at the close of business on February 28, 2018 (hereinafter: the “ Record Date ”) will be entitled to vote at the Meeting, and any adjournments or postponements thereof. At such time, each issued and outstanding ordinary share, with 0.0000001 NIS par value each (“ Shares ”), shall entitle its holder to one vote on each matter properly submitted at the Meeting. Each American Depositary Share (“ ADS ”) representing forty (40) such ordinary shares shall entitle the holder of the ADS to forty (40) votes on each matter properly submitted at the Meeting.

Attendance in person at the Meeting will be limited to shareholders, their legal proxy holders or their authorized persons  only .  

To gain admission to the Meeting, one must have a form of government-issued photograph identification and proof of share ownership as of the Record Date, issued by a broker or bank. Legal proxy holders and authorized persons will also need to submit, in addition to proof of share ownership as of the Record Date, a document of appointment, in accordance with the Company’s Articles of Association.

Voting Instruments , Proxies

Shareholders registered in the Company’s shareholders’ register in Israel, and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange Ltd. (“ TASE ”), may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company’s offices no later than 48 hours prior to the scheduled date of the Meeting. Shareholders registered in the Company’s shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the TASE who vote their Ordinary Share by proxy, must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. A shareholder registered in the Company’s shareholders register in Israel and shareholders who hold Ordinary Shares through members of the TASE must deliver the Company, no later than 4 hours prior to the scheduled date of the Meeting, an ownership certificate confirming their ownership of the Company’s Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 4760-2000, as amended .

ADS holders should return their BNY Mellon form of Voting Instruction Form for holders of the Company’s ADSs by no later than the date and time set forth on such Voting Instruction Form.

Forms of each of the proxy card and the BNY Mellon Voting Instruction Form for holders of the Company’s ADSs, are enclosed with the Notice of Meeting and the Proxy Statement, and were also furnished to the Securities and Exchange Commission (the “ SEC ” or the “ Commission ”) on Form 6-K, and is available to the public on the Commission’s website at http://www.sec.gov .

Under the terms of the Depositary Agreement among the Company and BNY Mellon, which acts as the Depositary, and the holders of the Company’s ADSs, upon the written request of an owner of ADSs, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received on or before any instruction cutoff date established by the Depositary in its notices to ADS holders, the Depositary shall, endeavor, in so far as practicable, to vote or cause to be voted the amount of deposited ordinary shares represented by those ADSs in accordance with the instructions set forth in that request. The Company has instructed the Depositary to disseminate a notice of the Meeting and has given the Depositary notice of the Meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of ordinary shares in connection with the Meeting not less than 30 days prior to the Meeting date. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited ordinary shares other than (a) in accordance with instructions given by owners and received by the Depositary; or, (b) as provided in the following sentences below. If no instructions are received by the Depositary from an owner of ADSs with respect to a matter and an amount of ADSs of that owner on or before the instruction cutoff date set forth on the BNY Mellon Voting Instruction Form, the Depositary shall deem that owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to that matter and the amount of ordinary shares of the Company represented by that amount of ADSs, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote that amount of ordinary shares of the Company as to that matter, except that no instruction of that kind shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish a proxy given, (y) substantial opposition exists or (z) the matter materially and adversely affects the rights of holders of Shares.

All shares or ADSs represented by properly executed Proxy Letters, proxy card, BNY Mellon Voting Instruction Forms, or Electronic Voting instructions, which are received prior to or at the Meeting and not revoked prior to, or at, the Meeting in accordance with the procedures described in the Proxy Statement or under applicable law, will be voted as specified in the instructions indicated in such voting instruments. Subject to applicable law and the rules of the NASDAQ Market, in the absence of such instructions, the shares represented by properly executed and received voting instruments will be voted “FOR” all of the proposed resolutions to be presented at the Meeting.

Quorum, Required Vote and Voting Procedures

As a foreign private issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements of The Nasdaq Stock Exchange rules (the “ Nasdaq Rules ”), provided that we disclose those Nasdaq Rules with which we do not comply and the equivalent Israeli requirement that we follow instead. We currently rely on this “foreign private issuer exemption” with respect to the quorum requirement for meetings of our shareholders. As permitted under the Companies Law, and pursuant to our articles of association, the quorum required for the Meeting consists of at least one or more shareholders who are present at the Meeting, in person or by proxy or by proxy card or represented by their authorized persons, and who hold in the aggregate ten percent or more of the issued and outstanding share capital of the Company, and such presence at the Meeting will constitute a legal quorum. Abstentions and “broker non-votes”, as well as any abstentions for Ordinary Shares held by the Depositary, are counted as present and entitled to vote for purposes of determining a legal quorum.

Should no legal quorum be present one half hour after the scheduled time, the Meeting will be adjourned to one day from that day, at the same time and place, i.e. on March 29, 2018 at 4:00 p.m. (Israel Time) at the Company Offices. Should such legal quorum not be present one half hour after the time set for the adjourned meeting, any two shareholders present, in person or by proxy, will then constitute a legal quorum.  

The approval of each of the Proposals No. 1, 2, 3 and 4 requires the affirmative vote of the Company’s shareholders and/or ADS holders holding at least a majority of the Company’s Ordinary Shares present, in person or by proxy, and voting on the matter. The approval of Proposal No. 5 requires the affirmative vote of at least 75% of the Ordinary Shares represented and voting at the Meeting.

Position Statements

Under Israeli law shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (“ Position Statement ”) to the Company at 14 Einstein Street P.O. Box 4143, Ness Ziona 7414002, Israel, (+972) (8) 930-2529 (telephone); (+972) (8) 930-2531 (facsimile), no later than 10 days before the Meeting.

Solicitation of Proxies

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, and mailing of this Notice of Meeting and Proxy Statement, the BNY Mellon Voting Instruction Form and any additional information furnished to beneficial shareholders or holders of ADSs. The Company may reimburse brokerage firms and other persons representing beneficial owners of ordinary shares or ADSs for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners. In addition to solicitation by mail, certain of the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email or personal contact. None of the financial statements, the accompanying auditors’ report, the contents of the Company’s website, or the information that can be accessed through the Company’s website, form part of the proxy solicitation materials.

Reporting Requirements

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.

THE BOARD RECOMMENDS THAT YOU VOTE “ FOR ” EACH OF THE PROPOSALS.

The lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained, unless stated otherwise in this proxy statement.

 
PROPOSAL 1 :

APPROVAL OF THE RE- ELECTION OF Mr. ISAAC DEVASH AS A DIRECTOR OF THE COMPANY

At the Meeting, shareholders will be asked to re-elect Mr. Issac Devash as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting.

Under our articles of association, our board of directors must consist of at least three and not more than nine directors. Our board of directors currently consists of eight members, including our Chairman of the board of directors. On February 12, 2015, our annual general shareholders meeting approved the staggering and extension the term of our board members in accordance with the Company’s articles of association and divided the members of our board of directors among three classes, so that the term of office of only one class of directors will expire in each upcoming annual shareholders meeting. From the date of such annual general meeting during which we divide the members of our board of directors among the three classes, each year the term of office of only one class of directors will expire. Thereafter, at each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election. Each director will hold office until the annual general meeting of our shareholders for the year in which his or her term expires, unless they are removed by a vote of 75% of the voting power of our board of directors and a vote of 75% of the voting power of our shareholders at a general meeting of our shareholders, or upon the occurrence of certain events, in accordance with the Israeli Companies Law and our articles of association.

There are currently eight directors serving on the Board. All of our currently serving directors attended 75% of more of the meetings of the Board and its committees on which they served since the previous annual general meeting.

Our Board of Directors contains highly qualified and talented directors, including directors with pharmaceutical experience. At present, a majority of the directors are independent under NASDAQ listing rules. We continue to evaluate the size and composition of the board of directors to ensure that it maintains dynamic, exceptionally qualified members.

Herein below are details on Mr. Issac Devash, standing for re-election:

Mr. Issac Devash was appointed by the board of directors as a member on February 14, 2017.

Mr. Devash is a business and social entrepreneur with over twenty years of experience in venture capital and private equity investments, and several years of experience as an investment banker in mergers and acquisitions at Credit Suisse First Boston in New York, London, and Tokyo. Mr. Devash established a number of private equity funds and assisted a variety of Israeli companies in their international development and a number of leading international investors in their investments in Israel. Mr. Devash was a member of the Goshen Committee for formulating the standards of corporate governance for Israeli public companies. Mr. Devash founded and serves as the Chairman and President, respectively, of the Wharton and Harvard Business School alumni clubs of Israel. Mr. Devash holds a bachelor’s degree, summa cum laude, from the Wharton School of the University of Pennsylvania and an MBA from Harvard University. 

Mr. Issac Devash has certified to us that he complies with all requirements under the Israeli Companies Law for serving as a director. Such certification will be available for inspection at the Meeting.

The shareholders of the Company will be requested to adopt the following resolution at the Meeting with respect to each of the nominees for re-election as director:

“ RESOLVED, to re-elect Mr. Issac Devash as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting”.

PROPOSAL 2 :

approval of the re-ELECTION OF dr. MORRIS C. LASTER As a DIRECTOR of the company

At the Meeting, shareholders will be asked to re-elect Dr. Morris C. Laster as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting.

For a general description of the composition of our board of directors, see Proposal 1.

Dr. Laster was appointed by the board of directors as a board member on November 27, 2017. Herein below are the details on Dr. Morris C. Laster standing for re-election:

Dr. Morris C. Laster, M.D. possesses over 25 years of experience in the Biomed industry, with expertise in identification, evaluation, finance and management of biomedical innovations in both public and private companies. Dr. Laster is a Venture Partner at OurCrowd a world leading crowd funding platform and is the CEO of Clil Medical Ltd., a biomedical consultancy company. He is also the CEO of Vital Spark Inc., a new company developing novel dual action cannabinoids licensed from the NIH. Previously, he served as the founding CEO and director of BioLineRx Ltd. (NASDAQ/TASE: BLRX) from 2003 and until 2010. Dr. Laster is also one of the founders of Kitov Pharmaceuticals Holdings Ltd. (NASDAQ: KTOV; TASE: KTOV), and has served as a director in Kitov from 2010 and until 2014. Dr. Laster holds an M.D. degree from SUNY Health Science Center At Brooklyn (SUNY HSCB) and B.S. in Biology, Magna Cum Laude, from State University of New York at Albany.

Dr. Laster has certified to us that she complies with all requirements under the Israeli Companies Law for serving as a director. Such certification will be available for inspection at the Meeting.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED, to elect Dr. Morris C. Laster as a director of the Company to hold office until the close of the third annual general shareholders meeting of the Company following the close of this Meeting.”

PROPOSAL 3:

APPROVAL AND RATIFICATION OF THE RE-APPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR A PERIOD ENDING AT THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING

Under the Companies Law and the Company’s Articles of Association, the shareholders of the Company are authorized to appoint the Company’s independent auditors in each annual meeting and until the close of the next annual meeting. Under our current Articles of Association, the Board (or a committee, if it is so authorized by the Board) is authorized to determine the independent auditor’s compensation. In addition, the approval by the Company’s audit committee of the independent auditor’s re-appointment and compensation is required under the corporate governance rules of The NASDAQ Stock Market.

Following the recommendation by the Company’s audit committee and the Board, it is proposed that Kost Forer Gabbay & Kasierer, a member of Ernst & Young global, independent public accounting firm, be reappointed as the independent auditor of the Company for the period ending at the close of the next annual general meeting. Such auditors served as the Company’s auditors for fiscal years 2016 and 2017 and have no relationship with the Company or with any affiliate of the Company. Information on fees paid to the Company’s independent public accountants may be found in Item 16C. in the Company’s annual report on Form 20-F, filed with the SEC on April 28, 2017.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED, to approve and ratify the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young global, independent registered public accounting firm, as the independent auditors of the company for a period ending at the close of the next annual general meeting.”

PROPOSAL 4 :

APPROVAL OF THE ADOPTION OF THE BIONDVAX SHARE OPTION PLAN TO
EMPLOYEES, DIRECTORS, CONSULTANTS, SERVICE PROVIDERS AND OTHER
ENTITIES WHICH THE BOARD SHALL DECIDE THEIR SERVICES ARE CONSIDERED
VALUABLE TO THE COMPANY, WITH SIMILAR TERMS TO THE CURRENT OPTION
PLAN, AND THE RESERVATION OF ORDINARY SHARES IN AN AMOUNT EQUAL TO
6% OF THE ISSUED AND OUTSTANDING CAPITAL OF THE COMPANY

Introduction

The Company’s Board of Directors approved and adopted the 2018 BiondVax share option plan to employees, directors, consultants, service providers and other entities which the board shall decide their services are considered valuable to the company (the “ 2018 Plan ”), subject to the approval of the 2018 Plan by the Company’s shareholders.

The Board of Directors and the Audit Committee believe that the adoption of the 2018 Plan is in the best interests of the Company. The purpose of the 2018 Plan is to promote the achievement of both short-term and long-term objectives of the Company by (a) aligning compensation of participants with the interests of Company shareholders, (b) enhancing the interest of participants in the growth and success of the Company, and (c) attracting and retaining participants of outstanding competence.

We maintained our 2005 Israeli Share Option Plan (the “ Prior Plan ”), which was adopted by our Board of Directors in July 2005 and expired in July 2015. The Prior Plan provided for the grant of options to our directors, officers, employees, consultants, advisers and service providers. As of December 31, 2015, an unspecified number of options were reserved for issuance under the 2005 Plan. To date, an aggregate amount of 15,282,503 options to purchase 15,282,503 ordinary shares were granted. Of such outstanding options, options to purchase 5,568,501 ordinary shares were vested as of August 18, 2016 with a weighted average exercise price of NIS 0.76 ($0.20) per share, and will expire 10 years from the date of grant, during the years 2016 – 2025.

During our 2016 annual shareholders meeting our board of directors proposed the adoption of a 2016 option/share plan which will be under similar terms and conditions as the Prior Plan. Our shareholders voted against the adoption of this Plan by a fraction of votes, therefore no awards were made to the Company’s employees and officers since the expiration of the Prior Plan. Our board of director strongly believes the adoption of an option share Plan is a common practice for all companies, which enables the companies to compensate employees and officers on a long term basis. Furthermore, the absence of an option share plan may prevent the Company from hiring and retaining adequate and skilled employees, particularly given the planned phase 3 clinical trials and the developmental stage the Company is currently under.

The 2018 Plan, under similar terms to the Prior Plan, is attached to this proxy statement as Appendix A .

We propose to adopt the 2018 Plan, as the new Israeli Share Option Plan under similar terms and conditions. The following is a summary of the main terms and conditions of the proposed 2018 Plan:

We may award options pursuant to Section 102 of the Israeli Income Tax Ordinance, or the Ordinance, and section 3(I) of the Ordinance, based on entitlement and compliance with the terms for receiving options under these sections of the Ordinance. Section 102 of the Ordinance provides to employees, directors and officers who are not controlling shareholders (i.e., such persons are not deemed to hold 10% of our share capital, or to be entitled to 10% of our profits or to appoint a director to our board of directors) and are Israeli residents, favorable tax treatment for compensation in the form of shares or options issued or granted, as applicable, to a trustee under the “capital gains track” for the benefit of the applicable employee, director or officer and are (or were) to be held by the trustee for at least two years after the date of grant or issuance. Options granted under Section 102 of the Ordinance will be deposited with a trustee appointed by us in accordance with Section 102 of the Ordinance and the relevant income tax regulations and guidelines, and will be granted in the employee income track or the capital gains track. The 2018 Plan will be managed by our board of directors or any other committee or person that the board of directors authorizes for this purpose.

Options granted under the 2018 Plan will be subject to applicable vesting schedules and generally expire ten years from the grant date.

Upon the termination of a Participant’s engagement with us for any reason other than death, retirement, disability or due cause, all unvested options allocated shall automatically expire and all vested options allocated will automatically expire 90 days after the termination, unless expired earlier due to their term. If the Participant’s engagement was terminated for cause (as defined in the 2018 Plan), the Participant’s right to exercise any unexercised options, awarded and allocated in favor of such Participant, whether vested or not, will immediately cease and expire as of the date of such termination. If the Participant dies, retires or is disabled, any vested but unexercised options will automatically expire 12 months from the termination of the engagement, unless expired earlier due to their term.

In the event that options allocated under the 2018 Plan expire or otherwise terminate in accordance with the provisions of the 2018 Plan, such expired or terminated options will become available for future grant awards and allocations under the 2018 Plan.  

In the event of (i) the sale of all or substantially all of our assets; (ii) a sale (including an exchange) of all or substantially all of our share capital; or (iii) a merger, consolidation or like transaction of ours with or into another corporation, then, subject to obtaining the applicable approvals of the Israeli tax authorities, the board of directors in its sole discretion, will resolve: (a) if and how any unvested options will be cancelled, replaced or accelerated; (b) if and how any vested options (including options with respect to which the vesting period has been accelerated according to the foregoing), will be exercised, replaced and/or sold by a trustee or us (as the case may be) on the behalf of the respective Israeli Participants; and (c) how any underlying shares issued upon exercise of the options and held by a trustee on behalf any Israeli Participants will be replaced and/or sold by such trustee on behalf of the Israeli Participants.      

The 2018 Plan shall be subject and administered pursuant to any applicable law.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED, to approve the adoption of the 2018 BiondVax share option plan to employees, directors, consultants, service providers and other entities which the board shall decide their services are considered valuable to the Company.”

PROPOSAL 5:

APPROVAL OF AN INCREASE IN THE COMPANY’S REGISTERED SHARE CAPITAL
AND AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION ACCORDINGLY

At the Meeting, we will propose that an increase in the registered share capital of the Company be approved.

On February 22 2018, the Company’s Board of Directors authorized and approved an amendment to the Company’s Articles of Association, as amended (“ Articles ”), to increase the registered share capital of the Company from NIS 39.1 divided into 391,000,000 ordinary shares, each 0.0000001 par value to 600,000,000 ordinary shares no par value. Under the articles, we are required to obtain the affirmative vote of the holders of a majority of at least 75% of the Company’s Ordinary Shares represented and voting at the Meeting.

Description of Share Capital

The Company’s authorized share capital is currently NIS 39.1, consisting of 391,000,000 Ordinary Shares.

As of February 22, 2018, the Company’s issued and outstanding capital was 261,419,599 Ordinary Shares issued and outstanding. In the event all convertible securities issued by the Company are exercised, the Company’s issued and outstanding capital shall be 347,730,751 Ordinary Shares.

Under the Companies Law, a company may not issue shares in excess of its registered share capital. The Company wishes to have a sufficient reserve of authorized but unissued shares available for corporate purposes, including without limitation, offerings of its shares and additional grants of options to grantees eligible under share option plans which may be adopted by the Company in the future.

Therefore, at the Meeting, it is proposed that the following resolution be adopted:

“RESOLVED , that the Company’s registered share capital be increased from NIS 39.1 divided into 391,000,000 Ordinary Shares, each 0.0000001 par value to 600,000,000 ordinary shares no par value and that Article 11 of the Company’s Articles be amended accordingly.”

OTHER BUSINESS

The Company knows of no other business to be acted upon at the Meeting. However, if any other business properly comes before the Meeting, the persons named in the enclosed proxy will vote upon such matters in accordance with their best judgment.

February 22, 2018

APPENDIX A

2018 BIONDVAX SHARE OPTION PLAN

Israeli Share Option Plan

Biondvax Pharmaceuticals Ltd.

THE 2018 ISRAELI SHARE OPTION PLAN

This plan, as amended from time to time, shall be known as Biondvax Pharmaceuticals Ltd. 2018 Israeli Share Option Plan (the “ISOP”).

The ISOP is intended to provide an incentive to retain, in the employ of the Company and its Affiliates (as defined below), persons of training, experience, and ability, to attract new employees, directors, consultants, service providers and any other entities which the Board shall decide their services are considered valuable to the Company, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company by providing them with opportunities to purchase shares in the Company, pursuant to the ISOP.

For purposes of the ISOP and related documents, including the Option Agreement, the following definitions shall apply:

(i) If the Shares are listed on any established stock exchange or a national market system, including without limitation the NASDAQ Global Select Market, or the NASDAQ Global Market of the NASDAQ Capital Market, the Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Board deems reliable. Without derogating from the above, solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the Date of Grant the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the Date of Grant, the Fair Market Value of a Share at the Date of Grant shall be determined in accordance with the average value of the Company’s shares on the thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading days following the date of registration for trading, as the case may be;

(ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or;

(iii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Board.

The Committee shall have full power and authority to :(i) alter any restrictions and conditions of any Options or Shares subject to any Options (ii) interpret the provisions and supervise the administration of the ISOP; (iii) accelerate the right of an Optionee to exercise in whole or in part, any previously granted Option; (iv) determine the Purchase Price of the Option; (v) prescribe, amend and rescind rules and regulations relating to the ISOP; and (vi) make all other determinations deemed necessary or advisable for the administration of the ISOP, including, without limitation, to adjust the terms of the ISOP or any Option Agreement so as to reflect (a) changes in applicable laws and (b) the laws of other jurisdictions within which the Company wishes to grant Options.

Upon the occurrence of any of the following described events, Optionee’s rights to purchase  Shares under the ISOP shall be adjusted as hereafter provided:

For avoidance of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Option (whether vested or non-vested), will immediately expire and terminate, and the Optionee shall not have any right in connection to such outstanding Options.

With respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise of Options purchased by the Optionee and held by the Optionee or by the Trustee, as the case may be, the Optionee shall be entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Company’s Articles of Association (and all amendments thereto) and subject to any applicable taxation on distribution of dividends, and when applicable subject to the provisions of Section 102 and the rules, regulations or orders promulgated thereunder.

Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

The ISOP shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such day of adaption.

The Company shall obtain the approval of the Company’s shareholders for the adoption of this ISOP or for any amendment to this ISOP, if shareholders’ approval is necessary or desirable to comply with any applicable law including without limitation the US securities law or the securities laws of other jurisdiction applicable to Options granted to Optionees under this ISOP, or if shareholders’ approval is required by any authority or by any governmental agencies or national securities exchanges including without limitation the US Securities and Exchange Commission.

The Board may at any time, but when applicable, after consultation with the Trustee, amend, alter, suspend or terminate the ISOP. No amendment, alteration, suspension or termination of the ISOP shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Company, which agreement must be in writing and signed by the Optionee and the Company. Termination of the ISOP shall not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Options granted under the ISOP prior to the date of such termination.

The ISOP, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under such Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other State having jurisdiction over the Company and the Optionee, including the registration of the Shares under the United States Securities Act of 1933, and the Ordinance and to such approvals by any governmental agencies or national securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.

Neither the ISOP nor the Option Agreement with the Optionee shall impose any obligation on the Company or an Affiliate thereof, to continue any Optionee in its employ or service, and nothing in the ISOP or in any Option granted pursuant thereto shall confer upon any Optionee any right to continue in the employ or service of the Company or an Affiliate thereof or restrict the right of the Company or an Affiliate thereof to terminate such employment or service at any time.

The ISOP shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to the ISOP.

The adoption of the ISOP by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of Options otherwise than under the ISOP, and such arrangements may be either applicable generally or only in specific cases.

For the avoidance of doubt, prior grant of options to Optionees of the Company under their employment agreements, and not in the framework of any previous option plan, shall not be deemed an approved incentive arrangement for the purpose of this Section.

The terms of each Option may differ from other Options granted under the ISOP at the same time, or at any other time. The Board may also grant more than one Option to a given Optionee during the term of the ISOP, either in addition to, or in substitution for, one or more Options previously granted to that Optionee.

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A-14

Exhibit 99.2