Notice is hereby given that the Annual General Meeting of the shareholders (the “Meeting”) of BioLineRx Ltd. (the “Company”) will be held at the offices of the Company at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871, Israel, on Sunday, June 29, 2025, at 3:00 p.m. (Israel time), for the following purposes:

In addition, at the Meeting, representatives of the Company’s management will be available to review and discuss with shareholders the Company’s financial statements for the year ended December 31, 2024.

You are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof if you are a holder of record of the Company’s ordinary shares or American Depositary Shares (“ADSs”) at the close of business on Wednesday, May 28, 2025 (the “Record Date”). You are also entitled to notice of, and to vote at the Meeting, and any adjournments or postponements thereof if you are a beneficial owner who holds ordinary shares or ADSs through a broker, bank or other nominee as of the Record Date. All shareholders are cordially invited to attend the Meeting in person.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented.

A holder of ordinary shares at the close of business on the Record Date shall also be entitled to participate in the Meeting by proxy, which proxy shall be in writing and signed by the appointing party or its authorized attorney, and if the appointing party is a corporation, the appointment shall be in writing signed by authorized corporate signatories together with the company stamp or by an authorized attorney. A proxy from the holder of ordinary shares must be received by the Company at its registered offices to the address provided above no later than 3:00 p.m., Israel time (8:00 a.m. ET), on June 27, 2025, to be validly included in the tally of ordinary shares voted at the Meeting. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.

 

Holders of ADSs (whether registered in their name or in “street name”) will receive voting instruction forms from the Bank of New York Mellon (which acts as the Depositary for the ADSs) in order to instruct their banks, brokers or other nominees on how to vote, and they are kindly requested to complete, date, sign and mail the voting instruction form in the envelope provided at the earliest convenience so that it will be received no later than the date and time indicated on the voting instruction form.

Shareholders who hold ordinary shares through members of the Tel Aviv Stock Exchange (“TASE”) may (i) vote their shares in person at the Meeting by presenting a certificate signed by the member of the TASE through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings), 5760-2000 as proof of ownership of the shares, (ii) send such a certificate, along with a duly executed proxy (in the form to be filed by us on MAGNA, the distribution site of the Israeli Securities Authority (the “ISA”), at www.magna.isa.gov.il) to the Company at its registered offices to the address provided above, to be received by the Company no later than 3:00 p.m. Israel time (8:00 a.m. ET), on June 27, 2025; or (iii) complete the voting process via the electronic voting system of the ISA, after receiving a personal identifying number, an access code and additional information regarding this Meeting from the member of the TASE and after carrying out a secured identification process, up to six hours before the time set for the Meeting.

The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Companies Law, is May 30, 2025. The full version of the proposed resolutions may be viewed in the proxy statement, which together with the accompanying voting instruction form and proxy card (collectively, the “Proxy Materials”), are being furnished to the U.S. Securities and Exchange Commission under cover of Form 6-K and will be publicly available via its website at http://www.sec.gov. This Notice of Annual General Meeting of Shareholders and the Proxy Materials will also be submitted to the ISA and TASE and will be available on their respective websites at http://www.magna.isa.gov.il and http://www.tase.co.il, respectively. The Proxy Materials will also be made available on the Investors portion of our website at https://biolinerx.com and may also be viewed at our offices, upon prior coordination during regular business hours (+972-8-642-9100), at 2 HaMa’ayan Street, Modi’in 7177871, Israel, until the date of the Meeting. Detailed voting instructions are provided in the proxy statement, the voting instruction form and the proxy card.

_________

Modi’in Technology Park

2 HaMa’ayan Street

Modi’in 7177871

Israel

________

This Proxy Statement is being furnished to the holders of ordinary shares, par value NIS 0.10 per share (the “Ordinary Shares”), and to holders of American Depositary Shares (“ADSs”), each representing 600 Ordinary Shares issued by the Bank of New York Mellon (“BNY Mellon”), in connection with the solicitation of proxies on behalf of the Board of Directors of BioLineRx Ltd. (“we,” “us,” “our,” or the “Company”) to be voted at the Annual General Meeting of Shareholders (the “Meeting”) to be held on June 29, 2025, at 3:00 p.m. Israel time, and at any adjournment or postponement thereof, at the offices of the Company at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871, Israel.

You are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof if you are a holder of record of Ordinary Shares or ADSs at the close of business on Wednesday, May 28, 2025 (the “Record Date”). You are also entitled to notice of, and to vote at the Meeting, and any adjournments or postponements thereof if you are a beneficial owner who holds ordinary shares or ADSs through a broker, bank or other nominee as of the Record Date.

Purpose of the Meeting

 

At the Meeting, shareholders will be asked to consider and vote upon on the following items:

 

 

 

 

In addition to the foregoing agenda items, at the Meeting, representatives of the Company’s management will be available to review and discuss with shareholders the Company’s financial statements for the year ended December 31, 2024.

 

The Board of Directors recommends that you vote “FOR” each of the proposals on the agenda.

Quorum and Adjournment

 

At least two holders of Ordinary Shares (or ADSs representing Ordinary Shares) who are present at the Meeting, in person, by proxy, voting instruction form or voting via the electronic voting system of the Israel Securities Authority (the “ISA” and the “ISA Electronic Voting System”), who hold Ordinary Shares (or ADSs representing Ordinary Shares) that represent in the aggregate at least 25% of the Company’s voting rights will constitute a quorum for the Meeting.  If a quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to the following week, at the same time and place, without it being necessary to notify our shareholders.  A quorum at such adjourned meeting shall be any number of participants.  Abstentions and “broker non-votes,” as well as any abstentions by ADS holders with respect to our Ordinary Shares held by BNY Mellon, are counted as present and entitled to vote for purposes of determining a legal quorum.

How You Can Vote

Vote Required for Approval of the Proposals

Each outstanding Ordinary Share (including Ordinary Shares represented by ADSs) held by a shareholder is entitled to one vote.

Pursuant to the Companies Law, the approval of each of the proposals requires the affirmative vote of the holders of a majority of the shares (including those represented by ADSs) represented at the Meeting, in person, by proxy or voting instruction form, and voting thereon, or voting via the ISA Electronic Voting System.

In addition, the approval of Proposal 3 is also subject to the fulfillment of one of the following additional voting requirements (the “Special Majority for Compensation”): (i) at least a majority of the shares (including those represented by ADSs) held by shareholders (including ADS holders) who are non-controlling shareholders and shareholders (including ADS holders) who do not have a personal interest in the matter voted in favor of the proposal (excluding abstentions); or (ii) the total number of shares (including those represented by ADSs) voted against the proposal by shareholders and ADS holders (as applicable) referred to in clause (i), does not exceed two-percent (2%) of the outstanding voting power in the Company.

 

We are not aware of any shareholder or holder of ADSs that would be deemed to be a controlling shareholder of our Company as of the current time for purposes of Proposal 3. The Companies Law requires that each shareholder and ADS holder voting on Proposal 3 inform the Company, prior to voting on the proposal at the Meeting, if the shareholder or ADS holder has a personal interest in the proposal; otherwise, a shareholder of ADS holder’s vote will not be counted for the purposes of the proposal.  In accordance with regulations promulgated under the Companies Law, a shareholder who votes via proxy, and an ADS holder who signs and returns a voting instruction form, will be deemed to have confirmed that such shareholder or ADS holder (as applicable), and any related party thereof, does not have a personal interest in Proposal 3, unless such shareholder or ADS holder has delivered a written notice to the Company notifying of the existence of a personal interest no later than 10:00 a.m. (Israel time) on Sunday, June 29, 2025.  Any such written notice must be sent to the Company via registered mail at the Company’s Offices; Attention: Chief Financial Officer. All other shareholders voting on Proposal 3 are required to indicate via the ISA Electronic Voting System, or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in the proposal; otherwise, any such shareholder’s vote will not be counted for the purposes of such proposal.

Under the Companies Law, a “personal interest” of a shareholder (including ADS holder) in an act or transaction of a company (i) includes a personal interest of (a) any relative (i.e., spouse, sibling, parent, grandparent or descendant of the shareholder (including ADS holder), any descendant, sibling or parent of a spouse of the shareholder (including ADS holder) and the spouse of any of the foregoing); and (b) a company with respect to which the shareholder (including ADS holder) or any of the foregoing relatives of the shareholder or ADS holder, owns at least 5% of the outstanding shares or voting rights, serves as a director or chief executive officer or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Companies Law, in the case of a person voting by proxy, “personal interest” includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.

 

Change or Revocation of Vote

 

 

 

Solicitation of Proxies

 

We may bear the reasonable and actual cost of solicitation of proxies, including preparation, assembly, printing, and mailing of the BNY Mellon voting instruction form and any additional information furnished to beneficial holders of Ordinary Shares or ADSs. The Notice of Annual General Meeting of the Shareholders, the Proxy Statement, and the proxy card will not be mailed to holders of Ordinary Shares traded on TASE. We may reimburse brokerage firms and other persons representing beneficial owners of Ordinary Shares or ADSs only for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners. In addition to solicitation by mail, certain of our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, facsimile, email or personal contact.

 

As of May 15, 2025, (i) no person was known by us to be the owner of more than 5% of our outstanding Ordinary Shares, based on public filings or information provided to us; (ii) no officer or director individually beneficially owned 1% or more of our outstanding Ordinary Shares; and (iii) all of our officers and directors as a group 11 persons beneficially owned 45,768,000, or 1.97%, of our outstanding Ordinary Shares. Such number of Ordinary Shares includes 41,495,400 Ordinary Shares issuable under outstanding options and performance stock units (“PSUs”) currently exercisable or exercisable within 60 days of May 15, 2025.

 

Beneficial ownership is determined in accordance with SEC rules. Under SEC rules, a person is deemed to be a ‘beneficial’ owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.  Accordingly, Ordinary Shares underlying options currently exercisable or exercisable within 60 days as of May 15, 2025, and Ordinary Shares underlying PSUs that are subject to vesting conditions expected to occur within 60 days as of May 15, 2025, are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.  The percentage of Ordinary Shares beneficially owned is based on 2,232,601,990 Ordinary Shares issued and outstanding as of May 15, 2025.

 

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, 2024, see “Item 6B. Directors, Senior Management and Employees — Compensation — Compensation of Directors and Senior Management” of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025 (the “2024 Form 20-F”).  Additional information regarding our Board of Directors, its committees and our corporate governance practices may be found in “Item 6C. Directors, Senior Management and Employees — Compensation — Board Practices” of the 2024 Form 20-F.  We encourage you to review those portions of our 2024 Form 20-F to obtain additional information.

 

PROPOSAL 1

RE-ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

Background

Our Articles of Association specify that the number of directors will be at least five but not more than ten. Under our Articles of Association, our directors are divided into three classes with staggered three-year terms.  The term of one class of directors expires at each annual general meeting, at which the election (or re-election) of directors of the class whose term expired at such annual general meeting shall be for a term that expires on the date of the third annual general meeting following such election (or re-election) and until his or her respective successor has been elected and qualified, unless the tenure of such director expires earlier pursuant to the Companies Law, or unless removed from office.

Our Board of Directors currently consists of eight members and is divided into three classes with staggered three-year terms, as follows:

We rely on the exemption available to foreign private issuers under the Nasdaq Listing Rules and follow Israeli law and practice with regard to the process of nominating directors, in accordance with which our Board of Directors is authorized to recommend to our shareholders director nominees for election.

At the Meeting, the term of the members of our Class II directors, Dr. B.J. Bormann and Dr. Raphael Hofstein, expires. Our Board of Directors has nominated both of Dr. B.J. Bormann and Dr. Raphael Hofstein for re-election at the Meeting as Class II directors for an additional term to expire at our 2028 annual general meeting of shareholders, and until his or her successor has been duly elected and qualified or until his or her office is vacated in accordance with our Articles of Association and the Companies Law.  Subject to shareholder approval of the re-election of the above director nominees, our Board of Directors will consist of eight members, seven of whom satisfy the independence requirements of the Nasdaq Listing Rules.

In accordance with the Companies Law, each of the director nominees has certified to us that he or she meets all the requirements of the Companies Law for election as a director of a public company and possesses the necessary qualifications and has sufficient time to fulfill his or her duties as a director of our Company, taking into account the Company’s size and special needs.

We are not aware of any reason why the nominees, if elected, would be unable or unwilling to serve as directors. If either of the director nominees is unable to serve, the persons named in the proxy shall vote the Ordinary Shares for the election of such other director nominees as the Board of Directors may propose. The following nominees have advised the Company that they will serve as directors upon election.

 

The following provides certain relevant information concerning the director nominees, including their principal occupations during at least the past five years.

If re-elected at the Meeting, each of the director nominees shall continue to be entitled to the same cash compensation approved by the shareholders at our annual general meeting held in 2022, of $30,000 per annum, $1,200 for each board or committee meeting attended in person, $720 for each board or committee meeting attended via telephone or videoconference, $600 for participation by written consent and $3,000 for membership of each committee of the Board of Directors, provided that such fees do not exceed the maximum amounts payable to external directors from time to time by us under the Israeli Companies Regulations (Rules Regarding Compensation and Expense Reimbursement of External Directors), 2000 and the Israeli Companies Regulations (Relief for Companies who Securities are Listed for Trading Outside of Israel), 2000.  In addition, if re-elected at this Meeting, each director will continue to be party to an indemnification agreement with the Company in the form of indemnification letter previously approved by the shareholders on November 17, 2011 to be entered into by the Company with directors serving from time to time in such capacity and shall continue to be insured under the Company’s directors’ and officers’ liability insurance coverage policy, as in effect from time to time, which provides coverage for all directors of the Company.

 

Proposal

The shareholders are being asked to re-elect each of Dr. B.J. Bormann and Dr. Raphael Hofstein as Class II directors for a term to expire at the 2028 annual general meeting of our shareholders, and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with our Articles of Association or the Companies Law.  Each director nominee shall be voted on separately.

Our Board of Directors recommends a vote “FOR” the re-election of each director nominee named above as a Class II director for a term to expire at the 2028 annual general meeting of shareholders, on the terms described in Proposal 1.

PROPOSAL 2

APPROVAL OF AN INCREASE IN THE COMPANY’S AUTHORIZED SHARE CAPITAL AND TO

(Item 2 on the Proxy Card)

Background

The Company’s authorized share capital is currently NIS 500,000,000, divided into 5,000,000,000 ordinary shares, with a nominal value of NIS 0.10 each (equivalent to 8,333,333 ADSs).  As of May 15, 2025, 2,232,601,990 Ordinary Shares (or 3,721,003 ADSs representing Ordinary Shares) were issued and outstanding.  In addition, as of such date, an additional 118,061,400 Ordinary Shares (equivalent to 196,769 ADSs) were reserved for issuance under the Amended and Restated 2003 Share Incentive Plan (the “Plan”) (including shares underlying outstanding options and PSUs) and 1,261,279,929 Ordinary Shares (equivalent to 2,102,133 ADSs) are reserved for issuance upon exercise of outstanding warrants.  Consequently, as of such date, 1,388,056,681 authorized Ordinary Shares (equivalent to 2,313,428 ADSs) remain unissued and unreserved and available for future issuances.

Under the Companies Law, a company may not issue shares in excess of its authorized share capital.  The Company wishes to have sufficient authorized share capital available for corporate purposes and to meet its future business needs as they arise including (without limitation) for potential future strategic transactions (such as licensing agreements, acquisitions of other companies or assets or other transactions that may involve issuances of shares or ADSs), public and private offerings of the Company’s shares or ADSs in the ordinary course to fund operations, and additional grants of equity-based compensation under the Plan or any other equity-based incentive plan that may be adopted by the Company in the future.

Accordingly, we are seeking approval of the shareholders to increase the Company’s share capital from NIS 500,000,000, divided into 5,000,000,000 ordinary shares, with a nominal value of NIS 0.10 each, to NIS 2,000,000,000 divided into 20,000,000,000 ordinary shares, with a nominal value of NIS 0.10 each (equivalent to 33,333,333 ADSs), and to amend Article 4.1 of our Articles of Association accordingly.

The possible future issuance of equity securities consisting of Ordinary Shares, ADSs or securities exercisable or convertible into Ordinary Shares or ADSs could affect our current shareholders in a number of ways, including the following: (i) diluting the voting power of the current holders of Ordinary Shares or ADSs; (ii) diluting the market price of the Ordinary Shares or ADSs, to the extent that the new Ordinary Shares or ADSs are issued and sold at prices below current trading prices of the existing Ordinary Shares or ADSs, or if the issuance consists of equity securities exercisable or convertible into Ordinary Shares or ADSs, to the extent that the securities provide for the exercise or conversion into Ordinary Shares or ADSs at prices that could be below current trading prices of the Ordinary Shares or ADSs; and (iii) diluting the book value per share of the outstanding Ordinary Shares or ADSs.

Proposal

RESOLVED, to approve an increase of the Company’s authorized share capital from NIS 500,000,000, divided into 5,000,000,000 ordinary shares, with a nominal value of NIS 0.10 each, to 2,000,000,000 divided into 20,000,000,000, with a nominal value of NIS 0.10 each (equivalent to 33,333,333 ADSs), and to amend Article 4.1 of our Articles of Association accordingly.

Our Board of Directors recommends a vote “FOR” approval of the increase in the Company’s authorized share capital and to amend our Articles of Association accordingly.

PROPOSAL 3

(Item 3 on the Proxy Card)

Background

Under the Companies Law, an Israeli public company is required to adopt a compensation policy that sets forth the terms of service and employment of office holders (within the meaning of the Companies Law), including the grant of any benefit, payment or undertaking to provide payment, any exemption from liability, insurance or indemnification, and any severance payment or benefit.

The compensation policy must be determined and later reevaluated according to certain factors, including: (i) the advancement of a company’s objectives, business plan and its long-term strategy; (ii) the creation of appropriate incentives for executives, while considering (among other things) the company’s risk management policy; (iii) the size and the nature of the company’s operations; and (iv) with respect to variable compensation, the contribution of the office holder towards the achievement of the company’s long-term goals and the maximization of its profits, all with a long-term objective and in accordance with the position of the office holder.  The compensation policy must include certain principles and provisions set forth in the Companies Law.

The board of directors is required to periodically examine the compensation policy, as well as the need to adjust the policy in the event of a material change in the circumstances from the time of the adoption of the compensation policy or for other reasons.  In addition, the compensation policy must be approved at least once every three years by the board of directors, after considering the recommendations of the compensation committee, and by the shareholders by the Special Majority for Compensation (see above “Vote Required for Approval of the Proposals”).

Our current Compensation Policy for Executives and Directors (the “Compensation Policy”) was adopted by our shareholders at our annual general meeting of shareholders held in 2022.  Accordingly, in accordance with Israeli law requirements that mandate a compensation policy be reviewed and readopted at least once every three years, our Compensation Committee and Board of Directors conducted a comprehensive review of our current Compensation Policy. Based on that review and evaluation, the Compensation Committee and the Board of Directors have determined that it would be appropriate to maintain the current Compensation Policy for an additional three years, other than certain non-material technical revisions, which do not alter the fundamental principles or structure of our compensation framework and do not change the limits on fixed and variable compensation or the ratio between the variable and the total compensation. This decision reflects the belief that the current Compensation Policy provides an appropriate framework to promote our objectives and long-term strategy, while creating appropriate incentives for our executive officers and directors, taking into consideration the size and nature of our operations, and aligns the interests of our officers and directors with our long-term performance and consequently, with the interests of the Company and our shareholders.

A copy of the renewed Compensation Policy is attached as Appendix A to this Proxy Statement. We strongly encourage shareholders to review Appendix A in its entirety for the complete text of the renewed Compensation Policy before casting your vote.

If the renewed Compensation Policy is approved by our shareholders (by the Special Majority for Compensation) at the Meeting, it shall become effective as of the date of the Meeting and may remain in effect for up to three years, and shall be subject to periodic assessments by our Compensation Committee and Board of Directors in accordance with the Companies Law.  If the shareholders do not approve the renewed Compensation Policy at the Meeting, under the Companies Law, the Board of Directors may nonetheless approve the renewed Compensation Policy, provided that the Compensation Committee and thereafter the Board of Directors decide that the approval of the renewed Compensation Policy, despite the objection of the shareholders, is in the best interests of the Company.

Proposal

RESOLVED, to approve the adoption of the renewed Compensation Policy for Executive Officers and Directors, in the form attached as Appendix A to the Proxy Statement for the Meeting, for a three-year period.

The Board of Directors recommends a vote “FOR” the approval of the adoption of the renewed Compensation Policy for executive officers and directors for a three-year period.

PROPOSAL 4

RE-APPOINTMENT OF INDEPENDENT PUBLIC AUDITOR

(Item 4 on the Proxy Card)

Background

Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, have audited the Company’s financial statements beginning with the financial statements for the year ended December 31, 2003.  Except as the Company’s auditors, and, from time to time and to a limited extent, as tax consultants and providers of some audit-related and other services, there is no other affiliation between such firm and the Company.

The Companies Law requires shareholder approval of the appointment of the Company’s independent public accountants for the fiscal year ending December 31, 2025. Our Board of Directors recommended, pursuant to the recommendation of our Audit Committee, the re-appointment of the accounting firm of Kesselman & Kesselman as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2025, and for such additional period until the next annual general meeting.  In addition, our shareholders are being asked to authorize the Audit Committee of the Board of Directors to fix the compensation of Kesselman & Kesselman in accordance with the scope and nature of its services to the Company.

The following table sets forth, for each of the years indicated, the fees billed by Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Ltd., our independent registered public accounting firm.

 

  

 

Proposal

 

RESOLVED, to reappoint Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the year ending December 31, 2025, and for such additional period until the next annual general meeting, and to authorize the Audit Committee of the Board of Directors to fix the compensation of said auditors in accordance with the scope and nature of their services.

 

Our Board of Directors recommends a vote “FOR” approval of the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the independent public auditors of the Company for the year ending December 31, 2025, and for such additional period until the next annual general meeting, and the authorization of the Audit Committee of the Board of Directors to fix their compensation.

PRESENTATION AND DISCUSSION OF THE COMPANY’S AUDITED FINANCIAL STATEMENTS

 

At the Meeting, our audited consolidated financial statements for the fiscal year ended December 31, 2024, will be presented.  The Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024, which form part of the 2024 Form 20-F, were filed with the SEC on March 31, 2025, and are available for viewing and downloading on the SEC’s website at www.sec.gov and on the Magna website of the ISA at www.magna.isa.gov.il, as well as on the Investors portion of our website at https://biolinerx.com.  None of the audited financial statements, the 2024 Form 20-F nor the contents of our website form part of the proxy solicitation material.  This item does not involve a vote of the shareholders.

The Board of Directors is not aware of any other matters that may be presented at the Meeting other than those described in this Proxy Statement.  If any other matters do properly come before the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

The 2024 Annual Report filed with the SEC on March 31, 2025, is available for viewing and downloading on the SEC’s website at www.sec.gov and on the Magna website of the ISA at www.magna.isa.gov.il, as well as on the Investors portion of our website at https://biolinerx.com.

We are subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers, and we fulfill the obligations with respect to those requirements by filing reports with the SEC.  Our SEC filings are available to the public on the SEC’s website at www.sec.gov and the ISA’s website at www.magna.isa.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 proxy statement and related notice should not be taken as an admission that we are subject to those proxy rules.

 

1.	Purposes and Background

2.	Our Compensation Policy

2.1.

Approvals and Inception

2.2.

Compensation Policy Targets

2.3.

Considerations in Defining Compensation Policy for Executives

•

Promotion of the Company’s long-term goals, its strategy and operating plan

•

Creation of appropriate incentives for the Executives, considering the risk management policy of the Company

•

Size of the Company and the nature of its activities

•

Industry and sub-industry

•

Business scope and dimension

•

Market capitalization

•

Number of employees

•

Size and breadth of product offering

•

Unique professional skill sets required

•

Regulatory environment

•

Location

•

Variable components of compensation

2.4.

Factors Considered in the Establishment of the Policy

•

Education, qualifications, expertise, professional experience and accomplishments of the Executive

•

Role and areas of responsibility of the Executive and previous salary agreements offered by the Company to the Executive

•

The ratio between the employer cost associated with the Executive’s compensation and the average employer cost and median employer cost associated with the compensation of other Company employees, as well as the impact this ratio might have on the work relations within the Company. The ratio between the terms of service and employment of each one of the Office Holders and the average and median cost of employment of the other Company employees is as follows:

•

Where the compensation includes variable components - the possibility of decreasing such components, as well as establishing a maximum value for non-cash variable equity components.

•

When the compensation includes termination grants – the employment period of the officer, his/her employment terms during such period, the Company’s performance during such period, the Executive’s contribution to the achievement of Company objectives and maximization of its profits, as well as the circumstances of the Executive’s termination. The Company shall be entitled to award an Executive a termination grant, subject to approvals required under applicable law, provided that in no circumstances shall termination grants (including any notice periods) be at a value that shall exceed a total of six-monthly salaries

2.5.

Conditions Regarding Variable Components of Compensation

2.6.

Motivation and Retention

3.	Corporate Governance

3.1.

Compensation Committee Membership and Duties

•

Analyzing and monitoring market compensation trends, practices and pay levels

•

Making recommendations to the Board regarding a compensation policy for Office Holders in accordance with the requirements of the Companies Law

•

Recommending an extension of the Policy to the Board at least once every three years (in cases where the Policy has been established for a period exceeding three years)

•

Advising the Board from time to time regarding the need to update the Policy

•

Monitoring the Company’s implementation of the Policy

•

Approving terms of employment and engagement of Office Holders that require approval of the Compensation Committee

•

Exempting certain compensation transactions with an Office Holder which may be exempt from shareholder approval under the Companies Law.

3.2.

Policy Confirmation, Amendment and Reaffirmation

4.	Compensation Model

4.1.

Framework

4.2.

Compensation Structure for Executives

•

Base Salary - paid for work performed for a specific role that requires a certain level of experience, skill, competence and responsibility

•

Benefits - to meet legal requirements and to promote the well-being and specific needs of employees for greater productivity and retention

•

Variable Components:

*

Short-Term Incentives (Annual Bonuses) - for achievement of yearly operating plan targets

*

Long-Term Incentives (Equity Compensation Plans) - for driving long-term sustainability, shareholder value creation and achievement of long-range goals

*

Special Bonus - in addition to the annual cash bonus, the Company may, from time to time, determine that an Executive shall be paid a special bonus, considering the special contribution of such Executive to the Company, as well as and any other special circumstances

•

Short-term - annual bonus

•

Long-term – equity compensation plans

•

the bonus may be no more than eight monthly salaries (in the case of the CEO) or six monthly salaries (in the case of other Executives), and must correlate with a percentage of the Executive’s achieving his/her overall targets (metrics);

•

a threshold of 50% is defined for each of the metrics, i.e., the Executive must achieve at least 50% of the target in order to be entitled to any proportional share of bonus for that target;

•

a weighted threshold of 50% is defined for all the metrics on a cumulative basis, i.e., the Executive must achieve at least 50% of the cumulative targets in order to be entitled to a bonus;

•

in order to incentivize Executives to act in the best interests of the Company over the longer term, 75% of an annual bonus will be paid promptly following the date of its approval by the Board and the balance will be paid 12 months following the date of its approval by the Board, on condition that (a) the Executive is still employed by the Company at the time the balance is to be paid and (b) that the Company’s financial condition still allows such bonus to be paid.

•

the Executive has acted in conformity with the Company’s annual operating plan as approved by the Board;

•

internal and external audit reports do not include significant deficiencies that were disregarded or not remedied;

•

there were no breaches of Company policies by the Executive.

•

Entering into a significant partnering transaction (payable only upon receipt of total cumulative payments of at least $7 million)

•

Completing a substantial funding event (not less than $15 million)

•

Annual bonus - up to 8 monthly salaries, in the case of the CEO, or 6 monthly salaries, in the case of other Executives.

•

Special bonus - up to 4 monthly salaries.

•

Share based compensation: (1) the aggregate value of annual grants to any one Executive (based on the Black Scholes calculation as of the date of the Board's grant decision) will be no more than the higher of 2% of the Company’s market capitalization on the date of grant and $1.5 million; and (2) it is the Company’s intention that the maximum outstanding equity awards under its share incentive plan will not exceed 12% of the Company’s total fully-diluted share capital.

•

All bonus payments provided for in this Policy shall be payable only if the Executive is still employed by the Company at the time of payment and the Company’s financial condition allows such bonus to be paid.

4.3.

Summary of Recommended Compensation Structure for Executives

•

20-80% - base salary and benefits

•

20-80% - bonuses and stock-based compensation

•

in the case of the Chief Executive Officer: NIS 100,000;

•

in the case of other Israel-based Executives: NIS 75,000; and

•

in the case of an Executive based in the United States: $50,000.

4.4.

Summary of Compensation Objectives for Executives

•

Annual performance should serve as the basis for all variable compensation:

o

by ensuring that bonuses correlate with the execution of the Company’s annual operating plan

o

by ensuring that specific business targets for each executive are communicated and updated when necessary;

o

by maintaining an adequate mix of quantitative operating plan goals with non-financial performance objectives (quantitative and qualitative).

•

Incentive systems should encourage compliance with organizational processes, behavior and conduct by mandating non-payment of bonuses in circumstances of non-compliant behavior or misconduct, as well as breach of the Company’s Code of Ethics.

•

Consideration of risk management is an integral part of this Policy (i.e., cash flow and project mix risk assessments).

•

Changes in the incentive structure for all Executives may be approved by the Compensation Committee and the Board up to an immaterial amount in any one year. For purposes of this paragraph, a change of up to 5% of an Executive’s total compensation in any one year will be considered immaterial and in conformance with this Policy.

5.	Compensation of Directors

5.1.

Compensation of external directors (as defined in the Companies Law) will be paid in accordance with the Companies Law and applicable regulations.

5.2.

Compensation of non-external directors will be in an amount that shall not exceed the amounts that may be paid to external directors permitted under the Companies Law and applicable regulations.

5.3.

In exceptional circumstances (e.g., a key opinion leader or globally recognized expert), higher compensation may be paid to a director candidate in accordance with this Policy and applicable law. Notwithstanding the above, in the case of a chairperson determined by the Board to be an active chairperson, the cash compensation may be up to 50% higher than for other directors (other than those directors who may receive greater compensation due to the exceptional circumstances as described in this paragraph).

5.4.

The Compensation Committee may propose, and Board may approve (subject to such other approvals as required under applicable law),, the grant of equity to directors, in accordance with the provisions set forth in Section 4.2 to this Policy, which shall apply mutatis mutandis, taking into consideration compliance with this Policy and applicable law.

6.	Examination by Independent Auditors

7.	Responsibility for Communication of the Policy and Revisions thereto

8.	Periodic Review of Executive Compensation

BioLineRx, Ltd.

Mail:

Annual General Meeting of Shareholders

• Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided

For Shareholders of record as of May 28, 2025 Sunday, June 29, 2025 3:00 PM, Local Time Modi'in Technology Park, 2 HaMa'ayan Street, Modi'in 7177871, Israel

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12:00 p.m. EST on June 23, 2025

The undersigned shareholder of BioLineRx Ltd. (the “Company”) hereby appoints Mali Zeevi and/or Raziel Fried, and each or either of them, the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution, to vote, as designated below, all of the ordinary shares of the Company which the undersigned is entitled in any capacity to vote at the Annual General Meeting of the shareholders of the Company which will be held at the offices of the Company at Modi’in Technology Park, 2 HaMa’ayan Street, Modi’in 7177871, Israel, on June 29, 2025 at 3:00 p.m. (Israel time), and all adjournments and postponements thereof.

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