UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2024 (Report No. 2)
Commission file number: 001-41387
SaverOne 2014 Ltd.
(Translation of registrant’s name into English)
Em Hamoshavot Rd. 94
Petah Tikvah, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
On October
11, 2024, SaverOne 2014 Ltd. (the “Company”) announced that it will hold its Annual General Meeting of Shareholders on Sunday,
November 17, 2024 at 3:00 p.m. (Israel time) at the Company’s offices in Petah Tikva, Israel. In connection with the meeting, the
Company furnishes the following documents:
| 1. |
A copy of the Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other details related to the meeting, attached hereto as Exhibit 99.1; |
| 2. |
A form of Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person, attached hereto as Exhibit 99.2; and |
| 3. |
A form of Voting Instruction Card whereby holders of American Depositary Shares of the Company may vote at the meeting without attending in person, attached hereto as Exhibit 99.3. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SaverOne 2014 Ltd. |
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|
| Date: October 11, 2024 |
By: |
/s/ Ori Gilboa |
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|
Name: |
Ori Gilboa |
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|
Title: |
Chief Executive Officer |
3
Exhibit 99.1
NOTICE OF
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 17, 2024
To the shareholders and ADS
holders of SaverOne 2014 Ltd. (the “Company”):
Notice is hereby given that
the 2024 Annual General Meeting of Shareholders (the “Meeting”) will be held on Sunday, November 17, 2024, at 3:00 p.m. Israel
time at our offices, Em Hamoshavot Rd. 94, Petah Tikva, Israel.
The agenda of the Meeting
will be as follows:
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1. |
To re-elect Ori Gilboa to our Board of Directors until our next annual general meeting of shareholders (a separate vote for each director will be taken). |
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2. |
To re-elect Jacob Tenenboim to our Board of Directors
until our next annual general meeting of shareholders (a separate vote for each director will be taken)
|
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3. |
To re-elect Yaron Be’eri to our Board of Directors until our next annual general meeting of shareholders (a separate vote for each director will be taken) |
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4. |
To approve the re-appointment Fahn Kanne & Co. Grant Thornton Israel as our independent registered public accounting firm for the year ending December 31, 2024, and until our next annual general meeting of shareholders, and to authorize our Board of Directors to fix such accounting firm’s compensation. |
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5. |
To discuss the auditor’s report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2023 and to transact such other business as may properly come before the meeting. |
Only shareholders and holders
of American Depositary Shares at the close of business on October 17, 2024 (the “Record Date”) are entitled to notice of,
and to vote at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
If you are unable to attend
the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in the pre-addressed
envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
Beneficial owners who hold
ordinary shares through members of the Tel Aviv Stock Exchange, or the TASE, may either vote their shares in person at the Meeting by
presenting a certificate signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies
Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares on the Record Date, or send such
certificate along with a duly executed proxy (in the form filed by us on MAGNA, the distribution site of the Israeli Securities Authority,
at www.magna.isa.gov.il), to us at Em Hamoshavot Rd. 94, Petah Tikva, Israel 49130, Israel Attention: Chief Financial Officer.
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By Order of the Board of Directors |
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|
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/s/ Jacob Tenenbaum |
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Chairman of the Board |
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October 11, 2024 |
Em Hamoshavot Rd.
94, Petah Tikva,
Israel
PROXY STATEMENT
FOR 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 17, 2024
This Proxy Statement is furnished
to our holders of ordinary shares, par value NIS 0.01 per share, including holders of our ordinary shares that are represented by American
Depository Shares, or ADSs, in connection with the 2024 Annual General Meeting of Shareholders (the “Meeting”), to be held
on Sunday, November 17, 2024, at 3:00 p.m. Israel time at our offices, Em Hamoshavot Rd. 94, Petah Tikva, Israel, or at any adjournments
thereof.
Throughout this Proxy Statement,
we use terms such as “SaverOne”, “we”, “us”, “our” and the “Company” to refer
to SaverOne 2014 Ltd. and terms such as “you” and “your” to refer to our shareholders and ADS holders.
Agenda Items
The agenda of the Meeting
will be as follows:
| |
1. |
To re-elect Ori Gilboa to our Board of Directors until our next annual general meeting of shareholders. |
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|
|
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2. |
To re-elect Jacob Tenenboim to our Board of Directors until our next annual general meeting of shareholders |
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3. |
To re-elect Yaron Beeri to our Board of Directors
until our next annual general meeting of shareholders |
| |
4. |
To approve the re-appointment Fahn Kanne & Co. Grant Thornton Israel as our independent registered public accounting firm for the year ending December 31, 2024, and until our next annual general meeting of shareholders, and to authorize our Board of Directors to fix such accounting firm’s compensation. |
| |
5. |
To discuss the auditor’s report of
our independent registered public accounting firm and audited financial statements for the year ended December 31, 2023 and to transact
such other business as may properly come before the meeting. |
We currently are 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.
Board Recommendation
Our Board of Directors unanimously
recommends that you vote “FOR” each of the proposals on the agenda.
Who Can Vote
Only shareholders and ADS
holders at the close of business on October 17, 2024, shall be entitled to receive notice of and to vote at the Meeting.
How You Can Vote
You can vote your ordinary
shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares held as a record
holder, shares held in “street name” (through a Tel Aviv Stock Exchange, or TASE, member) and shares underlying ADSs that
you hold. Holders of ADSs (whether registered in their name or in “street name”) will receive voting instruction cards in
order to instruct their banks, brokers or other nominees on how to vote.
Shareholders of Record
If you are a shareholder of
record, you can submit your vote by completing, signing and submitting an applicable proxy, which has been published at www.magna.isa.gov.il
and www.maya.tase.co.il and which will be accessible at the “Investor Relations” portion of our website, as described below
under “Shareholder Meetings”.
Shareholders Holding in
“Street Name,” Through the TASE
If you hold ordinary shares
in “street name,” that is, through a bank, broker or other nominee that is admitted as a member of the TASE, your shares will
only be voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if you attend the Meeting in person.
If voting by mail, you must
sign and date a proxy and attach to it a certificate signed by the TASE Clearing House member through which the shares are held, which
complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares,
as applicable, on the Record Date, and return the proxy, along with the proof of ownership certificate, to us, as described in the instructions
available on MAGNA.
If you choose to attend the
Meeting (where ballots will be provided), you must bring the proof of ownership certificate from the TASE’s Clearing House member
through which the shares are held, indicating that you were the beneficial owner of the shares, as applicable, on the Record Date.
Holders of ADSs
Under the terms of the Deposit
Agreement between the Company, The Bank of New York Mellon, as depositary, or BNY Mellon, and the holders of our ADSs, BNY Mellon shall
endeavor (insofar as is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions
provided by the holders of ADSs to BNY Mellon. For ADSs that are held in “street name”, through a bank, broker or other nominee,
the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange
for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder’s voting instructions.
If no instructions are received by BNY Mellon from any holder of ADSs (whether held directly by a beneficial holder or in “street
name”) with respect to any of the shares represented by the ADSs on or before the date established by BNY Mellon for such purpose,
BNY Mellon shall not vote or attempt to vote the shares represented by such ADSs.
Multiple Record Holders
or Accounts
You may receive more than
one set of voting materials, including multiple copies of this document or voting instruction cards. For example, shareholders who hold
ADSs in more than one brokerage account will receive a separate voting instruction card for each brokerage account in which ADSs are held.
You should complete, sign, date and return each voting instruction card you receive.
Our Board of Directors urges
you to vote your shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
Solicitation
Shareholders and ADS holders
may vote at the Meeting whether or not they attend. If a properly executed proxy is received by us at least 48 hours prior to the Meeting
(and received by BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the shares
represented by the proxy shall be voted as indicated on the form or, if no preference is noted, shall be voted in favor of the matter
described above, and in such manner as the holder of the proxy may determine with respect to any other business as may come before the
Meeting or any adjournment thereof. Shareholders and ADS holders may revoke their proxy at any time before the deadline for receipt of
powers of attorney by filing with us (in the case of holders of ordinary shares) or with BNY Mellon (in the case of holders of ADSs),
a written notice of revocation or duly executed proxy bearing a later date.
Proxies
are being distributed to shareholders and ADS holders on or about October [Ÿ],
2024. Certain officers, directors, employees, and agents of ours, none of whom will receive additional compensation therefor, may solicit
proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage,
printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial
owners of shares and ADSs.
To the extent you would like
to submit a position statement with respect to the proposals described in this proxy statement pursuant to the Companies Law, you may
do so by delivery of appropriate notice to our offices (Attention: Chief Financial Officer) located at Em Hamoshavot Rd. 94, Petah Tikva,
49130, Israel, not later than ten days before the Meeting. Response of the board to the position statement may be submitted not later
than five days before the Meeting.
Quorum
At the close of business on
October 11, 2024, we had outstanding 163,904,946 ordinary shares. Each ordinary share (including ordinary shares represented by ADSs)
outstanding as of the close of business on the Record Date is entitled to one vote upon each of the matters to be voted on at the Meeting.
Under our articles of association,
the Meeting will be properly convened if at least two shareholders attend the meeting in person or sign and return proxies, provided that
they hold shares representing at least 25% of our voting power. If such quorum is not present within half an hour from the time scheduled
for the Meeting, the Meeting will be adjourned to November 18, 2024 (to the time and place). No further notice will be given or publicized
with respect to such adjourned meeting. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for
the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.
Vote Required for Each Proposal
Proposals 1, 2 3 and 4 to
be presented at the Meeting require the affirmative vote of holders of at least a majority of the voting power represented and voting
on such proposal in person or by proxy on the matter presented for passage.
Th. In addition, the shareholders’
approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor
are they shareholders who have a personal interest in the approval of the proposal (excluding a personal interest that is not related
to a relationship with the controlling shareholders), or the total ordinary shares of non-controlling shareholders and non-interested
shareholders voted against the proposal must not represent more than 2% of the outstanding ordinary shares.
Under the Companies Law, in
general, you will be deemed to be a controlling shareholder if you have the power to direct our activities, otherwise than by reason of
being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company or have the right to appoint
the majority of the directors of the Company or its chief executive officer, and you are deemed to have a personal interest if any member
of your immediate family or their spouse has a personal interest in the adoption of the proposal. In addition, you are deemed to have
a personal interest if a company, other than SaverOne, that is affiliated to you has a personal interest in the adoption of the proposal.
Such company is a company in which you or a member of your immediate family serves as a director or chief executive officer, has the right
to appoint a director or the chief executive officer, or owns 5% or more of the outstanding shares. However, you are not deemed to have
a personal interest in the adoption of the proposal if your interest in such proposal arises solely from your ownership of our shares,
or to a matter that is not related to a relationship with a controlling shareholder.
In the proxy card and voting
instruction card attached to the proxy statement you will be asked to indicate whether you have a personal interest with respect to the
proposal. If any shareholder casting a vote in connection hereto does not notify us whether or not they have a personal interest with
respect to the proposal, their vote with respect to the proposal will be disqualified.
If you provide specific instructions
(mark boxes) with regard to certain proposals, your shares will be voted as you instruct. If you sign and return your proxy card or voting
instruction form without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board of
Directors. The proxy holders will vote in their discretion on any other matters that properly come before the meeting.
If you are a shareholder of
record and do not return your proxy card, your shares will not be voted. If you hold shares (or ADSs representing shares) beneficially
in street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct
your broker or BNY Mellon how to vote. A broker (and BNY Mellon) may only vote in accordance with instructions from a beneficial owner
of shares or ADSs.
Availability of Proxy Materials
Copies of the applicable proxy
card and voting instruction card, the Notice of the Annual General Meeting of Shareholders and this Proxy Statement are available at the
“Investor Relations” portion of our website, www.saver.one. The contents of that website are not a part of this Proxy Statement.
Reporting Requirements
We are subject to the information
reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, applicable to foreign private issuers.
We fulfill these requirements by filing reports with the Securities and Exchange Commission, or 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 related to the furnishing and content of proxy statements. The circulation of this
notice and proxy statement should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.
DIVERSITY OF THE BOARD
OF DIRECTORS
Board Diversity Matrix
(As of October 11, 2024)
| Country of Principal Executive Offices | |
| Israel | |
| Foreign Private Issuer | |
| Yes | |
| Disclosure Prohibited under Home Country Law | |
| No | |
| Total Number of Directors | |
| 5 | |
| | |
Female | |
Male | |
Non-
Binary | |
Did Not
Disclose
Gender | |
| Part I: Gender Identity | |
| |
| |
| |
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| Directors | |
1 | |
4 | |
0 | |
0 | |
| Part II: Demographic Background | |
| |
| Underrepresented Individual in Home Country Jurisdiction | |
0 | |
| LGBTQ+ | |
0 | |
| Did Not Disclose Demographic Background | |
0 | |
EXECUTIVE OFFICER COMPENSATION
For
information regarding the compensation incurred by the Company in relation to our five most highly compensated office holders (within
the meaning of the Israeli Companies Law) for the year ended December 31, 2023, see “Item 6B. Compensation — Compensation
of Directors and Senior Management” of the Company’s Annual Report on Form 20-F, which was filed on March 25, 2024.
PROPOSALS 1-3:
RE-ELECTION OF DIRECTORS
Background
Under the Companies Law and
our articles of association, the management of our business is vested in our Board of Directors. The Board of Directors may exercise all
powers that are not specifically granted to any other organ of the Company.
Our articles of association
provide that we must have at least three directors and may have no more than 12 directors, including the legally required number of external
directors. Our Board of Directors currently consists of seven directors, including two directors who are deemed external directors per
the requirements of the Companies Law. These two directors, as well as one additional director, qualify as independent directors under
the corporate governance standards of the Nasdaq Marketplace Rules and the independence requirements of Rule 10A-3 of the Exchange Act.
Directors may be selected
only in annual general meetings of our shareholders. Every director so selected shall serve until the following annual general meeting
of our shareholders. Notwithstanding anything to the contrary, each director shall serve until his or her successor is elected and qualified
or until such earlier time as such director’s office is vacated. Pursuant to our articles of association, other than the external
directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority
vote of holders of our voting shares participating and voting at the relevant meeting.
Directors so elected may be
dismissed from office at a general meeting prior to the expiration of their term of office by the affirmative vote of an ordinary majority
of the shareholders of the Company. If the dismissal of a director is on the agenda, the director will be granted a reasonable opportunity
to express his or her position to the general meeting.
All of the members of our
Board of Directors, other than external directors, may be re-elected for an unlimited number of terms upon completion of their then-current
term of office.
In addition, our articles
of association allow our Board of Directors to appoint new directors to fill vacancies which can occur for any reason or as additional
directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment
of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of his tenure
in accordance with our articles of association. Our Board of Directors may continue to operate for as long as the number of directors
is no less than the minimum number of directors mentioned above.
Our external directors have
a term of office of three years under Israeli law and may be elected for up to two additional three-year terms, or more, under the circumstances
described below. External directors may be removed from office only under the limited circumstances set forth in the Companies Law.
In addition, under the Companies
Law, our Board of Directors must determine the minimum number of directors who are required to have financial and accounting expertise.
Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education,
professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements.
He or she must be able to thoroughly comprehend the financial statements of the company and initiate discussion regarding the manner in
which financial information is presented. In determining the number of directors required to have such expertise, the Board of Directors
must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our Board of Directors
has determined that we require at least one director with the requisite financial and accounting expertise and Shlomo Shalev, Sharon Schreiber
and Yaron Be’eri have such expertise.
The director nominees, whose
professional backgrounds are provided below, have advised us that they are willing, able, and ready to serve as directors if re-elected.
We do not have any understanding or agreement with respect to the future election of the named nominees.
Ori Gilboa has
served as our Chief Executive Officer since September 2019 and director since June 2020. From January 2017 until August 2019, Mr. Gilboa
served as the Chief Executive Officer of Negev Group, Israel’s leading home design group. From 2012 to 2016, Mr. Gilboa served as
the General Manager of Israeli operations for the James Richardson Corporation, where he oversaw the operation of duty-free stores in
Ben Gurion Airport in Israel. Mr. Gilboa holds a B.Sc in Industrial Engineering and an MBA from Tel Aviv University.
Jacob Tenenboim
has served on our Board of Directors as Chairman since July 2015. Since 2001, Mr. Tenanboim has served as the Chief Executive Officer
and Chairman of I.T. Net Investments Ltd. In addition to his role at I.T. Net Investments, Mr. Tenenboim has significant directorship
experience. Since 2020, Mr. Tenenboim has served as a Director of Unicorn Technology. Since 2015, Mr. Tenenboim has served as Chairman
of the board of directors of Bobile Ltd. From September 2016 until June 2017, and then again from December 2017 until June 2021, Mr. Tenenboim
has served as a Director of Somoto BVI. Mr. Tenenboim holds an M.SC in industrial engineering from Tel Aviv University.
Yaron
Be’eri has served on our Board of Directors since June 2020. Since 2019, Mr. Be’eri has served as the
Chief Executive Officer of Yahad – United for Israel’s Soldiers, a nonprofit organization dedicated toward raising funds for
Israeli Defense Forces soldiers. Prior to this, from 2017-2019, Mr. Be’eri served as the Deputy Chief Executive Officer of Aura,
a large real estate company in Israel. From 2015-2017, Mr. Be’eri was the Head of the Traffic Division of the Israeli Police, and
from 2011-2015, Mr. Be’eri was Head of Human Resources for the Israeli Police. Mr. Be’eri holds a BA in Social Sciences from
the University of Haifa and an MBA in Business Administration from the University of Derby.
Proposed Resolutions
It is proposed that at the
Meeting the following resolutions be adopted:
“RESOLVED, that the
re-election of Ori Gilboa as a director of the Company, to serve until our next annual general meeting of shareholders be, and hereby
is, approved in all respects.”
“RESOLVED, that the
re-election of Jacob Tenenboim as a director of the Company, to serve until our next annual general meeting of shareholders be, and hereby
is, approved in all respects.”
“RESOLVED, that the
re-election of Yaron Be’eri as a director of the Company, to serve until our next annual general meeting of shareholders be, and
hereby is, approved in all respects.”
Required Vote
Under the Companies Law and
our articles of association, the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person
or by proxy, entitled to vote and voting on the matter, is required to re-elect the director nominees named above.
In addition, the shareholders’
approval must either include at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor
are they shareholders who have a personal interest in the approval of the appointment (excluding a personal interest that is not related
to a relationship with the controlling shareholders), or the total ordinary shares of non-controlling shareholders and non-interested
shareholders voted against the proposal must not represent more than 2% of the outstanding ordinary shares.
For this purpose, you are
asked to indicate on your proxy card or voting instruction card whether you have a personal interest in the re-election of the external
director. Under the Companies Law, in general, you are deemed to have a personal interest if any member of your immediate family or their
spouse has a personal interest in the adoption of the proposal. In addition, you are deemed to have a personal interest if a company,
other than SaverOne, that is affiliated to you has a personal interest in the adoption of the proposal. Such company is a company in which
you or a member of your immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief
executive officer, or owns 5% or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption
of the proposal if your interest in such proposal arises solely from your ownership of our shares, or to a matter that is not related
to a relationship with a controlling shareholder.
Board Recommendation
Our Board of Directors recommends
a vote FOR the re-election of each of the foregoing director nominees.
PROPOSAL 4:
APPROVAL OF RE-APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THEIR COMPENSATION
Background
At the Meeting, you will be
asked to approve the reappointment of Fahn Kanne & Co. Grant Thornton Israel as our independent auditors for the year ending December
31, 2024, and until our next annual general meeting of shareholders, and to authorize our Board of Directors to fix their compensation.
The following table sets forth,
for each of the years indicated, the fees billed by our independent registered public accounting firm.
| | |
Year Ended December 31, | |
| | |
2023 | | |
2022 | |
| Services Rendered | |
(USD in thousands) | |
| Audit fees(1) | |
| 129,000 | | |
| 100,429 | |
| Tax fees (2) | |
| 414 | | |
| 429 | |
| All other fees | |
| — | | |
| — | |
| Total | |
| 129,414 | | |
| 100,429 | |
| (1) |
Audit fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, review of our consolidated interim financial statements, our statutory tax audits and assistance with review of documents filed with the SEC (including issuance of comfort and consent letters related to initial public offering transaction and subsequent filing of registration statements). |
| (2) |
Tax fees consist of fees for professional services for tax compliance and tax advice. |
Proposed Resolution
It is proposed that at the
Meeting the following resolution be adopted:
“RESOLVED, that the
appointment of Fahn Kanne & Co. Grant Thornton Israel as the independent auditors of the Company for the year ending December 31,
2024, and until our next annual general meeting of shareholders of the Company be, and it hereby is, approved and the Board of Directors
be, and hereby is, authorized to fix the compensation of the independent auditors.”
Required Vote
Under the Companies Law and
our articles of association, the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person
or by proxy, entitled to vote and voting on the matter, is required for this proposal.
Recommendation
Our Board of Directors recommends
a vote FOR the foregoing resolution approving the appointment of our independent auditors and authorization of our Board of Directors
to fix the independent auditors’ compensation.
REVIEW AND DISCUSSION OF AUDITOR’S REPORT
AND CONSOLIDATED FINANCIAL STATEMENTS
At the Meeting, in accordance
with the requirements of the Companies Law, our auditor’s report and consolidated financial statements for the year ended December
31, 2023, will be presented. We will furthermore hold a discussion with respect to such financial statements at the Meeting. This
item will not involve a vote of the shareholders.
The foregoing auditor’s
report and the audited consolidated financial statements may be reviewed at the “Investor Relations” portion of our website
at https://saver.one/en/home/, through the EDGAR website of the Securities and Exchange Commission at www.sec.gov, through the Israeli
Securities Authority’s electronic filing system at: http://www.magna.isa.gov.il, or through the website of the Tel-Aviv Stock Exchange
Ltd. at: http://maya.tase.co.il. None of the auditor’s report, audited consolidated financial statements or the contents of our
website form part of the proxy solicitation material.
OTHER BUSINESS
Other than as set forth above,
as of the mailing of this Proxy Statement, management knows of no business to be transacted at the Meeting, but, if any other matters
are properly presented at the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with
their best judgment.
YOU SHOULD RELY ONLY ON THE
INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING
ON THE MATTERS SUBMITTED TO SHAREHOLDER AND ADS HOLDERS VOTE HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED OCTOBER 11, 2024. YOU SHOULD NOT ASSUME THAT
THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN OCTOBER 11, 2024, AND THE MAILING OF THIS DOCUMENT TO
SHAREHOLDERS AND ADS HOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.
| |
By Order of the Board of Directors |
| |
|
| |
Jacob Tenenboim |
| |
Chairman of the Board |
| |
October 11, 2024 |
8
Exhibit 99.2
SAVERONE 2014 LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned shareholder
of SaverOne 2014 Ltd. (the “Company”) hereby appoints Ori Gilboa, Chief Executive Officer, and Omri Hagai, Chief Financial
Officer, or any of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote
on behalf of the undersigned all the ordinary shares of the Company which the undersigned is entitled to vote at the Annual General Meeting
of Shareholders (the “Meeting”) to be held at the offices of the Company at Em Hamoshavot Rd. 94, Petah Tikva, Israel, on
Sunday, November 17, 2024, at 3:00 p.m. Israel time and at any adjournments or postponements thereof, upon the following matters, which
are more fully described in the Notice of Annual General Meeting of Shareholders and Proxy Statement relating to the Meeting.
The undersigned acknowledges
receipt of the Notice of Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.
This Proxy, when properly
executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy
will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
SAVERONE 2014 LTD.
NOVEMBER 17, 2024
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE PROPOSALS FOR THE MEETING
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
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1. |
To re-elect Ori Gilboa to the Company’s Board of Directors until the Company’s next annual general meeting of shareholders. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
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2. |
To re-elect Jacob Tenenboim to the Company’s Board of Directors until the Company’s next annual general meeting of shareholders. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
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3. |
To re-elect Yaron Be’eri to the Company’s Board of Directors as an independent director until the Company’s next annual general meeting of shareholders. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
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4. |
To approve the re-appointment Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and until the Company’s next annual general meeting of shareholders, and to authorize the Company’s Board of Directors to fix such accounting firm’s compensation. |
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☐ |
FOR |
☐ |
AGAINST |
☐ |
ABSTAIN |
In their discretion, the proxies are authorized
to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.
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______, 2024 |
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SIGNATURE |
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DATE |
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______, 2024 |
| NAME |
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SIGNATURE |
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DATE |
Please sign exactly as your name appears on this
Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give
full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If signer is a partnership, please sign in partnership name by authorized person.
Exhibit 99.3
SaverOne 2014 (NASDAQ:SVREW)
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SaverOne 2014 (NASDAQ:SVREW)
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