Exhibit 99.1

BIONDVAX PHARMACEUTICALS LTD.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on, 28 ^th May, 2019

Notice is hereby given that the 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 28 ^th May, 2019, 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:

Following the successful launch of its pivotal phase 3 universal flu vaccine clinical trial in Q4 2018, the Company has been exploring additional financing opportunities and has determined to proceed with a shareholders’ rights offering as described below (the “Rights Offering”).

The purpose of the Rights Offering is to afford existing shareholders the opportunity to participate in a financing that is designed to provide the Company with US$20 million from the Rights Offering and up to an additional US$10 million from a related financing (as more fully described below). The proceeds will be used to fund operations through the end of 2020, including completion of the pivotal Phase 3 trial (second cohort) with the ability to increase the number of participants over that originally contemplated and thereby enhance the statistical power of the trial. Units representing US$20 million will be offered at a price per each ADS of US$5.69 (equal to US $0.14225 per each ordinary share), which reflects the volume based weighted average price for the sixty calendar days to 8 ^th April 2019 inclusive, and the median of the volume based weighted average prices for the thirty, sixty and ninety calendar days respectively to 8 ^th April 2019 inclusive (the “ Rights Offering ”). The Rights Offering is expected to close within 6 months following the date of this notice and proxy statement.

The Company’s largest shareholder, Angels Investments in Hi Tech Ltd. (“AIHT”), a company fully owned by Mr. Marius Nacht, currently holding 20.56% of the issued and outstanding capital of the Company, has executed a letter agreement with the Company pursuant to which:

The purchase by AIHT of the full AIHT Allotment could, and exercise of the Option would, result in Angels owning in excess of 25% (if many shareholders participate in the Rights Offering) and possibly in excess of 45% (if only a few shareholders other than Angels participate) of the voting rights of the Company and therefore requires approval of shareholders pursuant to Section 328(b)(1) of the Israeli Companies Law. In order to maximize the proceeds of the Rights Offering the Company’s board of directors recommends approval of the proposal permitting Angels to own in excess of 25% of the voting rights under one set of conditions and in excess of 45% of the voting rights under another set of conditions, in each case depending upon the level of participation of other shareholders in the Rights Offering.

In connection with the Rights Offering and other matters before the shareholders, it is therefore proposed:

The approval of proposal 1a requires the majority vote of the ordinary shares represented and voting at the Meeting.

The approval of each proposals 1b-9 is subject to the fulfillment of either one of the following voting requirements:

It is hereby clarified that the fulfillment of either one of the abovementioned voting requirements shall constitute an approval of each proposals 1b-9.

(hereinafter together: “ Special Majority ”)

With respect to the proposals 2 and 3, and pursuant to sections 267A(c), 273(b), 272(c)(3) and 272(c1)(2) to the Israeli Companies Law, the board of directors may approve Proposals 1 and 2 even if such proposal is voted against at the Meeting, so long as the compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that the approval of these proposals is for the benefit of the Company, despite the results of the Meeting.

The approval of proposal 10 requires the affirmative vote of at least 75% of the ordinary shares represented and voting at the Meeting.

For this purpose, a “ controlling shareholder ” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company), including a person who holds 25% or more of the voting rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights in the Company; for the purpose of a holding, two or more person holding voting rights in the Company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company.

“ Means of control ” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company.

“ Personal interest ” personal interest of a person in an action or transaction of a company, including a personal interest of any of the said person’s relative and of other company that the said person or relative hold 5% or more of such company’s issued shares or voting rights, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.

If you do not state whether you are a controlling shareholder or have personal interest with respect to Proposals no. 1b-9, your shares will not be voted for Proposals no. 1b-9.

With respect to the proposals 1 and 2, and pursuant to sections 267A(c), 273(b), 272(c)(3) and 272(c1)(2) to the Israeli Companies Law, the board of directors may approve Proposals 1 and 2 even if such proposal is voted against at the Meeting, so long as the compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that the approval of the Proposals is for the benefit of the Company, despite the results of the Meeting.

Only shareholders of record at the close of business on May 1, 2019 (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 TASE share, no par value each (“ Shares ”), shall entitle its holder to one vote on each matter properly submitted at the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares 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 hours prior to 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. Holders of American Depositary Shares (“ ADSs ”) representing the Company’s Shares are not entitled to attend or vote at the meeting but are entitled to instruct The Bank of New York Mellon (the “ Depositary ”) how to vote the amount of shares the ADSs represent. A voting instruction card from the holder of ADSs must be received by the Depositary no later than 12:00 p.m. EST on 23 May, 2019_, to be validly included in the tally of votes for the Meeting.

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 Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203 (the “ legal Counsels ” and the “ Legal Counsels Address ”) 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 Shares through members of the TASE who vote their Share by proxy, must also provide the Company, through the Legal Counsels’ Address 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 through the Legal Counsels, 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 Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, upon prior notice and during regular working hours (telephone number: +972-3-303-9000) 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 June 3, 2019, 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: +972-9-7694601; fax: +972-9-7442446).

Proxy Statement

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on, 28 ^th May, 2019

Notice is hereby given that an 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 28 ^th May, 2019, at 4 p.m. Israel time.

These are the matters on the agenda:

Following the successful launch of its pivotal phase 3 universal flu vaccine clinical trial in Q4 2018, the Company has been exploring additional financing opportunities and has determined to proceed with a shareholders’ rights offering as described below (the “Rights Offering”).

The purpose of the Rights Offering is to afford existing shareholders the opportunity to participate in a financing that is designed to provide the Company with US$20 million from the Rights Offering and up to an additional US$10 million from a related financing (as more fully described below). The proceeds will be used to fund operations through the end of 2020, including completion of the pivotal Phase 3 trial (second cohort) with the ability to increase the number of participants over that originally contemplated and thereby enhance the statistical power of the trial. Units representing US$20 million will be offered at a price per each ADS of US$5.69 (equal to US $0.14225 per each ordinary share), which reflects the volume based weighted average price for the sixty calendar days to 8 ^th April 2019 inclusive, and the median of the volume based weighted average prices for the thirty, sixty and ninety calendar days respectively to 8 ^th April 2019 inclusive (the “ Rights Offering ”). The Rights Offering is expected to close within 6 months following the date of this notice and proxy statement.

The Company’s largest shareholder, Angels Investments in Hi Tech Ltd., a company fully owned by Mr. Marius Nacht, currently holding 20.56% of the issued and outstanding capital of the Company, has executed a letter agreement with the Company pursuant to which:

To permit, in connection with participation in the Rights Offering by AIHT and the exercise of the Option by Angels, in such proportion as they, in their sole discretion may determine, Angels to hold shares of the Company which constitute more than

The Company does not intend to request an additional resolution by the general meeting of the Company in connection with Angels becoming the holder of or more than 25% or 45% of the voting rights of the Company.

Record Date; Shareholders Entitled to Vote; Admission

Only shareholders of record at the close of business on May 1, 2019 (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, no par value each (“ Shares ”), shall entitle its holder to one vote 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 Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203 (the “ Legal Counsels ” and the “ Legal Counsels Address ”) 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’s Legal Counsels 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.

A form of the BNY Mellon Voting Instruction Form for holders of the Company’s ADSs is enclosed with the Notice of Meeting and the Proxy Statement and was 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.

Pursuant to the above, the Company informed BNY Mellon it does not wish such a discretionary proxy given to any person with respect to all proposals on the agenda of this proxy statement. Therefore, the Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited ordinary shares other than in accordance with instructions given by owners and received by the Depositary.

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 week from that day, at the same time and place, i.e. on June 3, 2019, at 4:00 p.m. (Israel Time) at the Legal Advisors’ office. 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 proposal 1a requires the majority vote of the ordinary shares represented and voting at the Meeting.

The approval of each proposals 1b-9 is subject to the fulfillment of either one of the following additional voting requirements:

It is hereby clarified that the fulfillment of either one of the abovementioned voting requirements shall constitute an approval of each proposals 1b-9.

(hereinafter together: “ Special Majority ”)

With respect to the proposals 2 and 3, and pursuant to sections 267A(c), 273(b), 272(c)(3) and 272(c1)(2) to the Israeli Companies Law, the board of directors may approve Proposals 1 and 2 even if such proposal is voted against at the Meeting, so long as the compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that the approval of the Proposals is for the benefit of the Company, despite the results of the Meeting. 

The approval of proposal 10 requires the affirmative vote of at least 75% of the ordinary shares represented and voting at the Meeting.

For this purpose, a “ controlling shareholder ” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company), including a person who holds 25% or more of the voting rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights in the Company; for the purpose of a holding, two or more person holding voting rights in the Company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company.

“ Means of control ” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company.

“ Personal interest ” personal interest of a person in an action or transaction of a company, including a personal interest of any of the said person’s relative and of other company that the said person or relative hold 5% or more of such company’s issued shares or voting rights, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.

If you do not state whether you are a controlling shareholder or have personal interest with respect to Proposals no. 1b-9, your shares will not be voted for Proposals no. 1b-9.

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 Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, (+972) (3) 303-9000 (telephone); (+972) (3) 303-9001 (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.

PROPOSALs 1a and 1b :

GRANT OF OPTION FOR THE ISSUANCE OF ADDITIONAL ADSs TO A MAJOR SHAREHOLDER, SUBJECT TO CERTAIN CONDITIONS, INCLUDING A FIRM COMMITMENT OF SUCH MAJOR SHAREHOLDER TO PURCHASE ITS PRO-RATA UNITS OFFERED IN THE RIGHTS OFFERING, AND IN CONNECTION WITH A CONTEMPLATED RIGHTS OFFERING OF THE COMPANY, SO THAT AS A RESULT OF THE EXERCISE OF THE OPTION THE SHAREHOLDER WILL HOLD MORE THAN 25% OR 45% OF THE VOTING RIGHTS OF THE COMPANY AND BECOME A CONTROLLING SHAREHOLDER (AS DEFINED UNDER THE ISRAELI COMPANIES LAW) OF THE COMPANY, IN ACCORDANCE WITH SECTION 328(B)(1) OF THE ISRAELI COMPANIES LAW

Following the successful launch of its pivotal phase 3 universal flu vaccine clinical trial in Q4 2018, the Company has been exploring additional financing opportunities and has determined to proceed with a shareholders’ rights offering as described below (the “Rights Offering”).

The purpose of the Rights Offering is to afford existing shareholders the opportunity to participate in a financing that is designed to provide the Company with US$20 million from the Rights Offering and up to an additional US$10 million from a related financing (as more fully described below). The proceeds will be used to fund operations through the end of 2020, including completion of the pivotal Phase 3 trial (second cohort) with the ability to increase the number of participants over that originally contemplated and thereby enhance the statistical power of the trial. Units representing US$20 million will be offered at a price per each ADS of US$5.69 (equal to US $0.14225 per each ordinary share), which reflects the volume based weighted average price for the sixty calendar days to 8 ^th April 2019 inclusive, and the median of the volume based weighted average prices for the thirty, sixty and ninety calendar days respectively to 8 ^th April 2019 inclusive (the “ Rights Offering ”). The Rights Offering is expected to close within 6 months following the date of this notice and proxy statement.

The Company’s largest shareholder, Angels Investments in Hi Tech Ltd. (“AIHT”), a company fully owned by Mr. Marius Nacht, currently holding 20.56% of the issued and outstanding capital of the Company, has executed a letter agreement with the Company pursuant to which:

There is no assurance that the Company will indeed execute the Rights Offering or any other public offering of its securities, and there is no assurance such contemplated offering will be completed. The Rights Offering, or any other contemplated offering of the Company’s securities is subject to applicable law, including U.S. Securities rules and regulations and the filing of a prospectus with the Securities and Exchange Commission.

aMoon 2 is an Israeli health-tech and life-sciences venture fund in which Marius Nacht is the anchor investor. With funds under management in excess of US$650 million aMoon 2 is one of the largest life-science funds in Israel and, in the view of the board of the Company, a desirable value added investor. In addition, the funds provided to the Company through the Rights Offering and Angels additional investment would enable the Company to plan the second season of the Phase 3 pivotal trial with a larger number of participants than originally contemplated, thereby enhancing the statistical power of the trial and provide additional working capital for staffing and other operational needs through 2020.

Section 328 of the Israeli Companies Law provides that any acquisition of shares of over 25% and 45% of the voting rights of the Company must be executed by submitting a tender offer to the shareholders of the Company, provided there is no other shareholder holding 25% or 45% or more of the voting rights of the Company. However, Section 328(b)(1) exempts a purchaser from filing a tender offer in the event the Company issues the purchaser securities in a private placement equal to such amount that following such private placement the purchaser shall hold over 25% and 45% of the voting rights of the Company.

Under the contemplated Rights Offering, assuming all shareholders participate in the Rights Offering, Angels’ voting rights (following AIHT’s purchase of the AIHT Allotment, no purchase of Unsubscribed Securities, but exercise of the Option to purchase the additional US$10 million of ADSs at the Rights Offering price of US$5.69/ADS covered by the Option) is expected to reach approximately 32%. Assuming no other shareholder participates in the rights offering, Angels’ voting rights (following AIHT’s purchase of the AIHT Allotment and exercise of the Option to acquire all Unsubscribed Securities, but not the additional US$10 million covered by the Option), is expected to reach approximately 48%.

In the event shareholders do not approve Proposal 1a, Angels will not be permitted to increase its holdings over 24.99% of the voting rights of the Company, thereby potentially restricting the right of AIHT to subscribe for the full AIHT Allotment depending upon the level of participation by other shareholders, and restricting the right of Angels to purchase Unsubscribed Securities or exercise the Option to acquire the additional US$10 million, and consequently limiting the amount of proceeds from the Rights Offering to less than, and possibly significantly less than, the target of US$20 million.

Conversely, the approval of Proposal 1b would permit the issuance of ADSs under the abovementioned terms and conditions allow Angels to purchase the full AIHT Allotment in the Rights Offering, plus Unsubscribed Securities and possibly the additional US$10 million covered by the Option in the form of a private placement of the ADSs, and increase the maximum capital potentially raised by the Company.

It is therefore proposed to approve this private placement of ADSs to Angels, based on the exemption provided by Section 328(b)(1), once Angels’ holdings increase above 24.99% of the voting rights of the Company. It is also proposed to approve this private placement of ADSs to Angels, based on the exemption provided by Section 328(b)(1), if and once Angels’ holdings increase above 44.99% of the voting rights of the Company. Angels shall become the controlling shareholder of the Company and shall be permitted by Israeli law to purchase additional rights in the contemplated Rights Offering.

The terms of the ADSs issued to Angels will be identical to the terms and conditions of the ADSs offered in the Rights Offering.

The board of directors is of the opinion that the issuance of additional ADSs to Angels under these circumstances shall benefit the Company and improve the potential amount of capital the Company may raise.

It is also clarified that, as required by law, in the event that Angels becomes a controlling shareholder of the Company, the board of directors shall take the necessary actions to appoint two external directors, as defined in the Israeli Companies Law.

The approval of this proposal requires a Special Majority

It shall be noted, that should the Meeting approve this proposal, in the event of the Rights Offering, no further approvals for the issuance of additional ADSs to Angels shall be required.

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

“ RESOLVED,  to approve the private placement purchases by Angels hereinafter described in (i) and (ii), and permit, in accordance with Section 328(b)(1) of the Israeli Companies Law, Angels to own in excess of 25% or 45% of the voting rights of the Company as a result thereof: (i) the purchase by AIHT of the AIHT Allotment and (ii) the exercise by Angels of the Option to purchase in a private placement the Unsubscribed Securities provided, however, that if the aggregate subscription price for the Unsubscribed Securities is less than US$10 million the Option may be exercised to purchase an additional amount of ordinary shares and/or ADSs from the Company such that the aggregate purchase of shares and ADSs pursuant to the Option may equal US$10 million. The Option is a private placement in accordance with section 328(b)(1) of the Israeli Companies Law, of identical ADSs in terms and conditions of the ADSs offered in the Rights Offering (even if the total current round of financing exceeds US$20 million), so that as a result Angels may hold shares of the Company which constitute more than 25% or 45% of the voting rights in a general meeting of the shareholders of the Company (where no other person or entity holds 25% or 45% or more of the voting rights) and thus may become a Controlling Shareholder (as defined under the Israel Companies Law) of the Company, in accordance with section 328(b)(1) of the Israeli Companies Law.”

PROPOSAL 2:

extension and amendment to the company compensation policy

At the Meeting, shareholders will be asked to amend and extend the Compensation Policy effective as of March 1, 2018, for a period of 3 more years and until March 1, 2021, and to include the following changes, as further described in the amended Compensation Policy attached hereto as Appendix A :

Other than the abovementioned changes, no additional material changes have been introduced to the Policy, and the remaining provisions remain the same as in the policy which expired on March 1, 2018, and was previously approved by the shareholders of the Company.

The Compensation Committee and the Board approved the proposed amendments to the Compensation policy on April 15 and 30, respectively, for the following reasons:

The majority required to approve this Proposal is a Special Majority.

Pursuant to section 267A(c) to the Israeli Companies Law, the board of directors may approve this proposed amendment to the Company’s compensation policy even if such proposal is voted against at the Meeting, so long as the compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that the approval of the amendment of the compensation policy is for the benefit of the Company, despite the results of the Meeting.

The shareholders of the Company will be requested to adopt the following resolution at the Meeting with respect to Proposal No. 1:

“ RESOLVED, to approve extension and amendment to the Company’s Compensation Policy, which would be valid for a period of 3 years from the date of expiration of the previous Compensation Policy, as described in the amended Compensation Policy attached hereto as Appendix A .”

PROPOSAL 3:

SERVICES AGREEMENT BETWEEN THE COMPANY AND DR. BABECOFF

At the Meeting, shareholders will be asked to approve proposed compensation terms to CEO, Dr. Ron Babecoff, in recognition of his performance as the Company’ CEO, to include an annual bonus equal to 12 of his monthly salaries equal to NIS 960,000, including the grant of 8,633,310 restricted share units (RSU’s), represented by 215,832 ADS (the “ Allocated RSU’s ”), in lieu of his forfeiture of 5,929,503 TASE options previously granted to Dr. Babecoff, representing 3.3% of the current outstanding share capital of the Company (2.48% on a fully diluted basis).

The Allocated RSU’s shall vest according to the following schedule:

In the event the Company’s means of control and/or assets are sold or transferred to a third party, the vesting terms would be accelerated to the date of the said sale or change of control.

In addition to the above, and in connection with Dr. Babecoff’s entering into the Arrangement, according to which investigation proceedings against Dr. Babecoff were concluded and the State Attorney’s Office terminated investigation proceedings and will not file an indictment against Dr. Babecoff, Dr. Babecoff’s proposed agreement provides that failure to meet the Arrangement’s terms shall be determined as Cause, as defined in the proposed agreement, and shall entitle the Company to immediately terminate contracting relationship with Dr. Babecoff. It is noted that on November 12, 2018, Dr. Babecoff had informed the Board that he had complied with all terms of the Arrangement.

 In considering these compensation terms, the compensation committee and the Board noted the following:

During the years of 2017 and 2018, Dr. Babecoff had a significant contribution to the Company’ increase of proceeds. Dr. Babecoff led the Company to sign a finance contract with the European Investment Bank, or EIB, (dated June 19, 2017), in which the Bank agreed to extend non-dilutive credit in an amount of EUR 20,000,000 to the Company. As of the date of this proxy statement, the Company had drawn down the maximum amount of credit granted by the EIB, which has been utilized, among other, for the launch of of phase 3 clinical trial.

Dr. Babecoff also led the Company to enter into a clinical trial agreement to participate in a Phase 2 clinical trial held in the U.S. by the National Institute of Allergy and Infectious Diseases, or NIAID. As of the date of this proxy statement, all participants in this clinical trial were enrolled and vaccinated. The purpose of the planned clinical trial is to assess the safety and immunogenicity of M-001 in humans and to evaluate the M-001’s priming capacity to a seasonal commercial strain-based vaccine. The Company has also launched in the fall of 2018, following the receipt of all requisite regulatory approvals, a pivotal, clinical efficacy Phase 3 trials in Europe.

In addition, during the year of 2017, the Company closed an underwritten public offering of 1,500,500 “ADS”, each representing forty (40) of its ordinary shares which were listed on the Tel Aviv Stock Exchange (at NIS 0.0000001 per value each), at a price to the public of $6.00 per ADS. In connection with the public offering, the underwriters exercised in full their over-allotment option to purchase an additional 166,667 shares of common stock at the public offering price, less the underwriting discount. As a result, the total public offering size was 1,666,667 shares, and the gross from the public offering were $10 million, before deducting underwriting discounts and offering expenses.

Furthermore, the Compensation Committee and the Board also approved granting Dr. Babecoff an annual bonus for 2018, of up to 9 of Dr. Babecoff’s monthly salaries, subject to the fulfillment of the yearly targets established by the Company, as follows:

The Compensation Committee, followed by the Board, established the Third Target as a threshold for receiving the yearly bonus for the year of 2018, meaning that if Dr. Babecoff fails to fulfill the Third Target, he shall not be entitling to receiving any bonus for the year of 2018.

The entitlement for receiving the yearly bonus for the year of 2018, shall be divided as follows:

The Compensation Committee and the Board set the abovementioned yearly targets after carefully considering the Company’s goals. Both the Compensation Committee and the Board are of the opinion that setting these targets is in the best interest of the Company.

The proposed terms were approved by the Company’s compensation committee and Board, after deliberations and discussions were conducted, and benchmarks were presented.

For information on management compensation during 2017, including Dr. Babecoff, see Item 6 in the Annual Report.

In considering this proposal, the compensation committee and Board noted the following:

Subject to the approval of the shareholders, Dr. Babecoff’s amended service agreement shall become effective as of the date of the Meeting and will continue until its termination in accordance with its terms. The agreement will automatically terminate on the date Dr. Babecoff no longer serves as a CEO of the Company.

The majority required for approving this proposal is Special Majority.

Pursuant to section 267A(c) and 272(c1)(3) to the Israeli Companies Law, the board of directors may approve this proposal even if such proposal is voted against at the Meeting, so long as the compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that the approval of this proposal is for the benefit of the Company, despite the results of the Meeting.

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

“ RESOLVED, to approve the extension and compensation terms of Dr. Ron Babecoff, CEO, in accordance with the terms provided above and in accordance with the proposed agreement with Dr. Babecoff attached hereto as Appendix B . 

PROPOSAL 4:

GRANT TO PROF. AVNER ROTMAN, COMPANY’S CHAIRMAN OF THE BOARD

Prof. Rotman has been Chairman of the Board since 2005 and had a significant and positive influence over the Company’s business during his tenure.

On August 31, 2017, Following the signing of the EIB Investment Agreement, in which the European Investment Bank (EIB) had agreed to co-fund €20 million in the Company, and as the Company progresses towards Phase 3 clinical trials and construction of its commercial mid-size manufacturing facility, the Board decided that the Company will focus its efforts on the international scene. In that regard, it was decided, inter alia, to identify a new vice chairman of the board of directors with relevant global experience to guide the Company through the anticipated upcoming international Phase 3 trials and global commercialization.

Accordingly, a search committee, led by Prof. Rotman was established, to locate a suitable vice chairman to the Company (the “ Search Committee ”).

Prof. Rotman, lead the Search Committee and has devoted many hours until locating a suitable candidate to be appointed as the Company’s vice chairman.

In his capacity as the head of the Search Committee, Prof. Rotman was in direct contact with the Company’s head hunter and received dozens of resumes for his review. After reviewing all resumes and narrowing the number of candidates, Prof. Rotman was in charge of interviewing the remaining candidates.

Since the majority of the candidates were not from Israel, Prof. Rotman oversaw their visits to Israel and their introduction with the Company’s officers. Prof. Rotman was also involved in their interviews.

After locating a suitable candidate. Prof. Rotman took a major part in negotiating the terms of his employment, until reaching an agreement to the Company’s satisfaction and benefit.

In light of the above mentioned, the Compensation Committee and the Board approved granting Prof. Rotman a bonus in an amount of NIS 150,000, subject to the Meeting’s approval.

The majority required for approving this proposal is Special Majority.

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

  PROPOSAL 5:

GRANT OF OPTIONS TO CERTAIN BOARD AND ADVISORY BOARD MEMBERS

In the Meeting, shareholders will be asked to grant the following members of the Board – Mrs. Michal Marom Brikman, Dr. George H. Lowell, Dr. Morris Laster, Dr. Ruth Ben Yakar and Mr. Isaac Devash, as well as to our head of the Scientific Advisory Board and the inventor of our product candidate M-001, professor Ruth Arnon, , options under the Company’s ESOP exercisable to 18,000 Company’s ADS’s:

In considering this proposal, the Compensation Committee and Board noted the following:

The majority required for approving this proposal is A Special Majority

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

PROPOSAL 6:

GRANT TO DR. TAMAR BEN YEDIDIA

Dr. Tamar Ben Yedidia has served as the Company’s Chief Scientist since 2004. Dr. Ben-Yedidia began her career at Biotechnology General (Israel) Ltd., BTG (Rehovot), where she was employed as a lab manager from 1991 to 1994. Dr. Ben-Yedidia joined the Department of Immunology at the Weizmann Institute of Science from 1994 – 2004. In the Department of Immunology, she worked with Prof. Ruth Arnon to develop a universal influenza vaccine. This research program is now further developed by the Company under Dr. Ben-Yedidia’s scientific leadership.

In the Meeting, shareholders will be asked to approve granting Dr. Ben Yedidia, in recognition of her significant contribution to the Company and following the move to the new facility in Jerusalem, a bonus equal to one monthly salary in an amount of NIS 39,700, and options exercisable to 11,000 ADSs, pursuant to the Company’s existing share option plan.

The options’ terms are as follows:

In considering this proposal, the Compensation Committee and Board noted the following:

The majority required for approving this proposal is a Special Majority.

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

“ RESOLVED, to grant Dr. Tamar Ben Yedidia, Company’s Chief Scientist, a bonus equal to one monthly salary in an amount of NIS 39,700 and options exercisable to 11,000 ADSs.

PROPOSAL 7:

GRANT OF OPTIONS TO THE COMPANY’S CFO

CPA Uri Ben Or, serves as the Company’s CFO since 2007. Uri Ben-Or brings over a decade of broad experience in corporate finance, accounting, M&A transactions, IPO’s and operations. Mr. Ben Or was deeply involved in the finance contract signed with the European Investment Bank. Uri Ben-Or provides his services to the Company through CFO Direct, a company which he founded and is the Chief Executive Officer.

CPA Ben-Or holds a BA degree in Business from the College of Administration, and a MBA degree from the Bar Ilan University. He is a Certified Public Accountant. In addition, CPA Ben-Or had a significant role as the Company’ CFO in its initial listing to the Nasdaq and with the underwritten public offering in September 2017.

In the Meeting, shareholders will be asked to approve granting CPA. Ben Or, in recognition of his significant contribution to the Company, options exercisable to 6,500 Company’s ADSs, pursuant to the Company’s existing share option plan. The options terms are as follows:

In considering this proposal, the Compensation Committee and Board noted the following:

The majority required for approving this proposal is A Special Majority.

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

“ RESOLVED, to grant CPA Uri Ben Or, the Company’s CFO, options exercisable to 6,500 ADSs.

PROPOSAL 8:

SERVICES AGREEMENT WITH MR. MARK GERMAIN, THE VICE CHAIRMAN OF THE BOARD

On June 28, 2018, the Company announced the appointment of Mr. Mark Germain as a director and Vice Chairman of the board.

Mr. Mark Germain has been involved as a founder, director, chairman of the board, and/or investor in over twenty companies in the biotech field and assisted many of them in arranging corporate partnerships, acquiring technology, entering into mergers and acquisitions, and executing financings and going public transactions. He graduated from New York University School of Law in 1975, Order of the Coif, and was a partner in a New York law firm practicing corporate and securities law before leaving in 1986. Since then, and until he entered the biotech field in 1991, he served in senior executive capacities, including as president of a public company that was sold in 1991. In addition to being a director of BiondVax, Mr. Germain is a Managing Director at The Aentib Group, a boutique merchant bank, and has served as a director on the board of Pluristem Therapeutics since 2007, including time as Co-Chairman. Mr. Germain also serves or has served as a director in over half a dozen publicly traded biotech companies. He is also a co-founder and director of a number of private companies in and outside the biotech field.

In the Meeting, shareholders will be asked to approve the terms offered to Mr. Germain under the services agreement signed between the parties on June 28, 2018, a copy of which is as attached hereto as Appendix C .

The proposed terms were approved by the Company’s Compensation Committee and Board, after deliberations and discussions were conducted. The proposed compensation package includes:

In considering this proposal, the Compensation Committee and the Board noted the following:

Subject to the approval of the shareholders, Mr. Germain’s service agreement shall become effective as of the date of his appointment that is June 28, 2018, and will continue until its termination in accordance with its terms. The agreement will automatically terminate on the date Mr. Germain no longer serves as a director of the Company.

The majority required for approving this proposal is a special majority.

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

PROPOSAL 9:

GRANT OF INDEMNIFICATION AND EXCULPATION AGREEMENT LETTERS

At the Meeting, shareholders will be asked to approve the grant of indemnification and exculpation agreement letters to Mr. Isaac Devash, Dr. Morris Laster and Mr. Mark Germain, as described in the indemnification and exculpation agreement letter attached hereto as Appendix D .

On March 1, 2015, the Company’s general shareholders meeting approved the grant of an indemnification and exculpation agreement under same the terms and conditions for each of our current office holders and directors. The indemnification thereunder is limited to events determined as foreseeable by the board of directors based on its activities, and to an amount or according to criteria determined by the Board as reasonable under the circumstances. The proposed indemnification and exculpation agreement letters to Mr. Isaac Devash, Dr. Morris Laster and Mr. Mark Germain are under the same terms and conditions for each of our current office holders and directors. For a copy of the proposed indemnification and exculpation agreement please see Appendix D .

The grant of indemnification and exculpation agreement letter under the proposed terms and conditions are in accordance with the Company’s Articles of Association.

In addition, the board members will also be entitled to be included in the existing directors and officers insurance policy purchased by the Company.

Under the Companies Law, an Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, but only if a provision authorizing such exculpation is included in its articles of association. The Company’s articles of association include such a provision, and permit it to exculpate, indemnify and insure the Company’s directors and officeholders to the fullest extent permitted by the Israeli Companies Law. Under the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty and may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.

Under the Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

The maximum indemnification amount set forth in such agreements is limited to an amount which shall not exceed 25% of our net assets based on our most recently audited or reviewed financial statements prior to actual payment of the indemnification amount. Such maximum amount is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement.

The Securities and Exchange Commission has expressed its opinion that indemnification of directors, officers and controlling persons of the Company against liabilities arising under the Securities Act, is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director or officer of the Company in the successful defense of the action, suit or proceeding) is asserted by the director or officer in connection with securities which may have been registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues.

The majority required for approving this proposal is Special Majority.

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

“ RESOLVED,  to approve the grant of indemnification and exculpation agreement letters to Mr. Isaac Devash, Dr. Morris Laster and Mr. Mark Germain, under the same terms and conditions as approved and granted to each officer and director of the Company”.

PROPOSAL 10:

AMENDMENT OF ARTICLES OF ASSOCIATION

Section 78 of the Company’s articles of associations of the Company states the following:

“The number of directors, including the external directors, as may be required under applicable law, shall be no less than three and no more than nine.”

We have elected to take advantage of an exception under the Companies Law, exempting us from electing at least two members who qualify as external directors, one of which has accounting and financial expertise, subject to the following conditions: (i) none of our shareholders is a controlling shareholder; (ii) we comply with NASDAQ rules and regulations with respect to the composition of our audit and compensation committees; (iii) we comply with NASDAQ rules and regulations with respect to the requirements of independent directors. As a result, we have not appointed external directors to our board.

Under the Companies Law, we will not be allowed to take advantage of this exemption in the event one of our shareholders is defined as controlling shareholder, and our board will be required to promptly nominate two external directors, subject to the approval of the shareholders of the Company.

At this time, our board of directors consists of eight directors. It is therefore suggested to amend section 78 of the Company’s article of association to allow the number of directors, including the external directors, shall be no less than three and no more than eleven.

The approval of this proposal requires the affirmative vote of at least 75% of the ordinary shares represented and voting at the Meeting.

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

“ RESOLVED,  to approve the amendment of Section 78 of the Company’s articles of association, so that the number of directors, including the external directors, to the extent applicable, shall be no less than three and no more than eleven.”

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.

22 April, 2019

APPENDIX A

AMENDMENT TO THE COMPANY’S COMPENSATION POLICY

Remuneration Policy for Company Officers

for the Years 2018 - 2021

Remuneration Plan for officers of

BiondVax Pharmaceuticals Ltd.

(the “Company”) for the years 2018-2021

The Company believes that its success depends on, among other things, the recruitment and preservation of high-quality human capital. Therefore, the Company sees great importance in keeping its competitive status among employers by preserving high-quality personnel in the Company and creating appropriate incentives which would help promote its goals.

This remuneration policy regulates the Company’s policy regarding the remuneration for officers in the Company, its components and the considerations by which it was determined. Its purpose is to strengthen the feeling of solidarity among officers with the Company, its needs and operations, and to increase satisfaction and motivation - all that without taking unreasonable short term risks.

This remuneration policy assembles and regulates the remuneration terms officers will be entitled to while in office, including the permanent remuneration, the variable remuneration, performance based grants, entitlement for exemption and indemnification documents, inclusion in the insurance policy and retirement grants.

The remuneration policy was outlined according to the present needs of the Company, and those foreseen by the Company for the near future, while taking into account the following considerations:

The Company is a public company engaged in the field of biomed, a field which is characterized by increased competitiveness and a relatively large number of companies engaged in it, including large international companies.

The remuneration policy was formulated by the Company’s Remuneration Committee as part of its deliberations on July 30th, 2016. The Company’s Board of Directors discussed the recommendations of the Remuneration Committee on August 6th, 2013. The remuneration policy was approved by the Remuneration Committee and the Company Board of Directors on December 3rd, 2013. The shareholders meeting approved the remuneration policy on January 16th, 2014. The Remuneration Committee and the Company’s Board of Directors approved an update to the remuneration policy on April 15, 2018, and April 30, 2018, respectively, which is now brought before the general meeting for its approval.

During the deliberations of the Remuneration Committee and the Company’s Board of Directors meeting, the members were presented with internal and external comparative data, which are detailed below.

Detailed below are the Company’s guiding principles regarding all the components of the remuneration package offered to Company officers:

The composition of the offered remuneration package for the Company officers will include all or part of the following components:

When a remuneration package for an officer is approved, the Remuneration Committee and the Company’s Board of Directors will examine each of these criteria and the total cost of employment against the standards set in this plan.

Officers, subject to the remuneration policy, have a senior management role, as defined in the Hours of Work and Rest Law, 5711-1951 (hereinafter: “ Hours of Work and Rest Law ”) and hold a position of trust. Therefore, the Hours of Work and Rest Law will not apply to an officer regarding remuneration for overtime or during the weekly time of rest.

To the extent that the Company is the officer’s employer, the Company will include the following components as part of the remuneration package offered to officers:

With regard to an officer whose engagement agreement with the Company does not establish employee-employer relations, the Company will be authorized to pay a supplement to his salary despite the mentioned expenses, up to the maximum cost to the employer, which includes the social benefits detailed above.

In addition to the permanent salary, the remuneration package may include cash remuneration for meeting measurable goals while evaluating the officers’ performances from a long-term perspective. This remuneration component is designed to remunerate the officers for personal accomplishments, which reflect their contribution to the achievement of the Company’s goals. The grant will be given to the officer provided that there is an increase in the Company’s cash balance (i.e. raising funds, bonus, advance payment etc.).

When the officer’s remuneration conditions are approved, the Remuneration Committee and the Company’s Board of Directors are authorized to define measurable goals, which may also include as follows: a technological breakthrough (beginning of phase 3 trials by the Company or through a third party) and/or a marketing breakthrough (signing a cooperation agreement for marketing the Company’s products, which its economic value exceeds 10 million dollars cumulatively over the period of the agreement); merging the Company and/or selling a substantial part of the Company (selling over 25% of the Company’s operation and/or transferring the control of the Company and/or allotting its securities, which will constitute the Company’s controlling block) according to the Company’s value, which exceeds 10 million US dollars; and/or signing a substantial agreement with the Company ¹ and/or raising funds of at least 7 million US dollars in the United States, and these will be determined from a long-term perspective of the Company’s goals. This grant will be derived from the size of the transaction regardless of the permanent salary.

In any event, the total annual budget for officers’ grants will be determined according to a calculation of the total maximum grants of all of the Company officers up to a maximum of 2% of the sale of its assets, or of the substantial agreement’s worth or of the issuance’s value, and up to a maximum of NIS 50 million for each of the officers ² .

Before the performance based grant payment will take place in practice, it will be brought before the Remuneration Committee to be examined based on the data presented by the Company’s management.

The officer will return to the Company the performance based grant which he received, if decided that this component was paid to him based on data which was mistaken and/or newly presented in the company’s financial reports.

The Remuneration Committee and the Company’s Board of Directors have the authority to grant an officer an annual grant, which amounts to up to twelve monthly salaries.

A prerequisite for distributing an annual grant in the Company for its operations during a specific calendar year is the Company’s achievement of predetermined milestones or any other decision made by the Company’s Board of Directors that year. In addition, part of the annual grant for meeting the Company’s revenue target, for the year subject of the grant.

Securities remuneration at adequate maturity conditions and exercising price supports the harnessing of the officer to the Company’s success, in the absence of an immediate cash flow cost to the Company.

The Company will maintain a securities remuneration plan according to article 102 or article 3 (i) of the income tax ordinance and/or other taxation provisions which apply to the company and/or its employees according to the territory in which they operate.

Officers, including external directors, will be granted with option or restricted share unit (“RSU”) grant letters (“ Grant Letters ”) according to the share option plan adopted by the Company, and these will be deposited with a trustee according to the requirements of the law.

Options granted under the Grant Letters, granted by the Company will be exercisable to American Depositary Shares of the Company, or ADSs, in exchange for paying a price, which equals to no less than 130% of the average closing rate of the Company’s ADSs on the Nasdaq Capital Market at the end of 30 trading days that preceded the Company’s Board of Directors’ decision regarding the granting of Grant Letters. The exercise price shall be adjusted in accordance with the existing ADS-ration that is 1:40.

The RSUs and options granted by the Company will mature according to the Company’s option plans. However, the Remuneration Committee is authorized to decide that in addition to these maturity provisions, the Grant Letters will be exercisable only if certain goals which will be determined by the Remuneration Committee and the Company’s Board of Directors prior to their granting, will be met.

In addition, the Company’s Board of Directors is authorized to decide on a reduction of the equity based remuneration, if it finds that there are financial considerations at the Company level, or specific considerations relating to the officer, which justify the mentioned reduction.

The Grant Letters maturity period will be no less than 3 years, until the full maturity of the Grant Letters. In addition, the maturity period will not be accelerated due to unusual events in the Company, excluding a change of control. It is hereby made clear that under the circumstances of a change of control in the Company, the Grant Letters will mature automatically.

The Grant Letters expiry date will not exceed 10 years from the date of the grant and will not be shorter than 5 years after their maturity.

The officer will return to the Company the equity based remuneration he received, if it was decided that it was granted to him based on data which was mistaken and/or newly presented in the Company’s financial reports.

The Company shall not grant its officers and employees RSUs or options during a specific year that exceed 10% of the issued and outstanding capital of the Company.

In addition, subject to the provisions of any law, the Company will be authorized to grant members of the Company’s Board of Directors, including the Company’s external directors, but not including the chairman of the board, maximum options amount that is equal, in aggregate, to 2% of the issued and outstanding capital of the Company, which will mature over a period of 3 years and at an exercise price which equals to 130% of the average closing rate of the Company’s ADSs on the Nasdaq Capital Market stock exchange at the end of 30 trading days that preceded the Company’s Board of Directors’ decision regarding the granting of the Grant Letters.

Since the Company officers, including directors, CEOs and other senior executives, may be exposed to lawsuits due to actions they performed as part of their duties, with the intention of protecting officers and enabling them to act freely in the interests of the Company and the promotion of its goals, without fear of lawsuits, and out of desire to attract high quality candidates to serve as Company officers, the Company acts according to the provisions of the law and protects the Company officers, for operating as Company officers, by granting indemnification documents and insurance policy coverage.

The CEO or/and the First Deputy CEO (Vice President) for International Business Development will be entitled to an advance notice period of up to 9 months, regardless of the time they were employed.

During the course of discussion on grants and remunerations to the Company’s various organs, the Company’s management will present the Remuneration Committee with comparative data regarding the permanent salary, the annual grants, the equity based remuneration, and rest of the officers’ service terms which holders of similar positions are entitled to in companies which meet the following requirements, at the time the remuneration policy is drafted:

The comparison will be made while taking into account the following factors:

The determined remuneration policy will befit the aspects in the aforementioned comparisons. In case of an inconsistency, the remuneration policy will be updated and adjusted in terms of its size and its components.

Prior to the aforementioned remuneration policy’s approval, the members of the Remuneration Committee and the members of the Board were presented with comparisons to other companies in the market which the Company is engaged in with a similar size and development stage, as well as with respect to the salary of the rest of the Company employees and officers. The salary ranges for senior officers as detailed in this plan were devised, among other things, while examining the comparative data, as aforementioned.

During the course of discussion on grants and remunerations of the Company’s various organs, the CFO presented a salary comparison between Company officers and holders of other positions in the Company, including contract workers employed by the Company.

The Company’s estimates, regarding the influences of the wage gaps between holders of different positions in the Company on the working relations in the Company, were also presented.

The Remuneration Committee and the Board also examined the ratio between the terms of service and employment, the average and median salary and the average and median employment cost of Company officers and those of the rest of the Company employees, and found it to be appropriate and reasonable given the circumstances.

Below is the optimal composition of the remuneration package and the ratio between the permanent component and the variable component:

The CEO’s salary will be composed of a fixed salary, a variable performance based remuneration and an equity based remuneration. The performance based component will be based on measurable performances to be determined by the Remuneration Committee and the Board of Directors, for an amount which shall not exceed 12 of the CEO’s monthly salaries. With regard to the equity based component, the Board of Directors will be able to condition the maturity of the options on meeting the goals determined at time the options within the Grant Letters were granted.

The salary of officers will be composed of a permanent salary, a variable performance based salary and an equity based salary. The grants will be based on quantitative and qualitative goals. Personal goals will be determined for every officer, and these goals will be derived, among other things, from the Company’s strategic work plan and from the work plan of the division which the officer manages. The goals for receiving the grant to which the officer is entitled to, will be determined by the Remuneration Committee and the Board once every year at the time the annual work plan is approved subject to article 4.3 (a) above.

At the time of the approval of the Company’s entering into an employment agreement with an officer, the Company will examine, among other things, the following criteria, with respect to every officer:

It is the Company’s opinion that a change to an officer’s terms of service, including to the remuneration conditions may adversely affect the working relations in the company and the commitment of Company officers.

Therefore, and with regard to the conditions of serving officers included in the agreement which its conditions and components as will be examined, from time to time as part of the trust and fiduciary duties of the Company’s relevant organs, will be found to be reasonable and fair, will not be changed, and the agreement with the officer which was signed prior to the determination of the Company’s remuneration policy will continue to apply.

With regard to granting a grant to an officer according to an agreement which was signed prior to the determination of the Company’s remuneration policy, whose granting is not a matter of discretion according to the terms of the agreement, the Company would see the grant as one whose approval procedure ended, and therefore, there is no need to approve the grant according to the remuneration policy as mentioned.

Regarding a grant which is subject to discretion, the Company would see the grant as one whose approval procedure is yet to be ended, and therefore, the grant must be approved according to the remuneration policy as mentioned.

An agreement with an officer which will be signed after the adoption of the remuneration policy will be examined from time to time, and will be adjusted to changes, if the remuneration policy will be changed, and the agreement will be also examined from time to time according to the Company’s capabilities and needs.

The remuneration policy will be valid for three years from the time it was approved by the general meeting. The Company’s Board of Directors will hold a discussion every year regarding the remuneration policy and will examine the remuneration policy from time to time, at its discretion. In cases where there have been significant changes to the circumstances which brought forth the determination of the Company’s remuneration policy, the Company’s Board of Directors will act to bring about change. Any change to the remuneration policy made by the Board will require the approval of the Remuneration Committee. In addition, a decision regarding the restart of the remuneration plan, after 3 years, will require the approval of the Remuneration Committee, the Company’s Board of Directors, and the approval of the general meeting of the Company’s shareholders.

Appendix B

Management Service Agreement

This personal management service Agreement (the "Agreement" ) is made and entered into as of _________ 201_, (the “ Commencement Date ”) by and between BiondVax Pharmaceuticals Ltd., a public company incorporated in the State of Israel and listed on the Nasdaq Capital Market, companies registrar no. 513436105 (the “ Company ”), and Dr. Ron Babecoff, I.D. number 068780410, (“ Dr. Babecoff ”).

NOW, THEREFORE , in consideration of the agreements and covenants contained herein, the Company and Dr. Babecoff hereby agree as follows:

This Agreement constitutes the entire agreement between the parties with respect to Dr. Babecoff’s services with the Company, whether directly or indirectly, and supersedes all prior understandings, agreements, representations and discussions between them, oral or written with respect to the Contractor’s services with the Company.

This Agreement shall be in full force and effect as of the Commencement Date for a period of five (5) years, unless terminated earlier as provided in Section 7 hereof (such term being referred to herein as the “ Agreement Period ”).

Notwithstanding the above, and provided the Arrangement conditions have been fulfilled as stipulated in this Section 6.2(ii), in the event of sale of all or most of the Company’s assets to a third party, the RSUs that have not yet vested shall immediately vest and become unrestricted.

Material Agreement shall be defined as: (i) an agreement or a series of Agreements, (ii) pertaining a transaction with the Company (or any other entity designated for this transaction by the Company) in connection with the sale of all or substantially all of the Company’s assets or a commercialization of one of its products in the field of business, (iii) the total proceeds received resultant of such agreement during the Agreement Period (as defined below) shall be no less than a sum of $10,000,000.

Upon termination of the Agreement Period, or at any other time upon request of the Company, Dr. Babecoff shall promptly deliver to the Company all physical and electronic copies and other embodiments of Confidential Information and all memoranda, notes, notebooks, records, reports, manuals, drawings, blueprints and any other documents or things belonging to the Company, and all copies thereof, in all cases, which are in the possession or under Dr. Babecoff’s control. Dr. Babecoff agrees that the return of such materials and any other equipment made available to Dr. Babecoff by the Company shall be a condition to receiving any benefits and amounts payable to Dr. Babecoff upon termination.

For purposes of this Agreement, the term “Participate” means to have any direct or indirect interest, participation or involvement, whether as an officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchiser, franchisee, creditor, owner, stockholder or otherwise; provided, however, that the foregoing shall not prevent Dr. Babecoff from investing in publicly traded securities issued by any corporation, provided the holding therefore by Dr. Babecoff do not constitute more than five percent (5%) or outstanding shares, so long as Dr. Babecoff do not have any participation in the business management of such entity.

For the purposes of this Agreement the term “Competitive Business” means any enterprise, venture or proprietorship engaged in or which proposes to engage in the development, manufacture, sale, licensing and/or distribution of any information, products and/or Services that are the same as or substantially similar to the information, products and/or Services provided (or in development and proposed to be provided) by any business unit or division within the Company in which Dr. Babecoff provided services prior to termination of the Agreement Period for any reason.

IN WITNESS WHEREOF , each of the parties hereto has executed this Agreement as of the day and year first above written.

Appendix C

Management Service Agreement

This personal management service Agreement (the “Agreement” ) is made and entered into as of _________ 201_, by and between BiondVax Pharmaceuticals Ltd., registration number ……………, a public company incorporated in the State of Israel and listed on the Nasdaq Capital Market, companies registrar no. 513436105 (the “ Company ”), and Mark Germain, I.D. number _________, residing at ____________________ (the “ Contractor ”).

NOW, THEREFORE , in consideration of the agreements and covenants contained herein, the Company and the Contractor hereby agree as follows:

This Agreement constitutes the entire agreement between the parties with respect to the Contractor’s services with the Company, and supersedes all prior understandings, agreements, representations and discussions between them, oral or written with respect to the Contractor’s services with the Company.

The period of renders of Services by the Contractor to the Company pursuant to the terms hereunder shall commence as of the Commencement Date, that shall be the date of Contractor’s election as a board member and shall remain in full force so long as the Contractor serves as a director of the board of the Company, as approved by the necessary corporate bodies of the Company (such term being referred to herein as the  “Contracting Period” ).

Contractor undertakes to sign confidentiality agreements affirming Contractor’s obligation not to disclose Confidential Information, non-competition covenants and waiver regarding inventions and discoveries.

IN WITNESS WHEREOF , each of the parties hereto has executed this Agreement as of the day and year first above written.

Appendix D

Exemption from Liability and Indemnification Agreement

This Exemption from Liability and indemnification Agreement (this “ Agreement ”) is made as of ________, 201_, by and between BiondVax Pharmaceuticals Ltd. (the “ Company ) and __________________ I.D. No. ___________ (the “ Indemnitee ”).

WHEREAS the Company desires to attract and retain qualified directors and officers and to provide them with protection against liability and expenses incurred while acting in that capacity; and

WHEREAS Indemnitee is director or officer of the Company;

WHEREAS among other, the Company has taken actions to complete an initial public offering in the U.S. in order to register and issue Company’s securities in a U.S. stock exchange;

WHEREAS the Company agrees to indemnify Indemnitee upon certain occurrences all under the terms of this Agreement.

Now, therefore, the parties agree as follows:

The Company hereby exempts Indemnitee from any liability, partial or full, towards it due to any damage it shall incur and/or that had incurred, whether directly or indirectly, due to a breach of your duty of caution towards the Company.

If the Indemnitee would not be permitted to be so indemnified as provided under this Agreement according to a final judicial determination which all rights of appeal therefore have been exhausted or lapsed, the Company shall be entitled to be reimbursed by Indemnitee for all such amounts therefore paid. Indemnitee’s obligation to reimburse the Company for any advance expenses or other sums paid thereunder shall be unsecured and no interest shall be charged thereon.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BiondVax Pharmaceuticals Ltd.