convening of meeting false

C460

קומפיוגן בע"מ

2

Public

COMPUGEN LTD

10690

Corporation no: 511779639

Stock Exchange/Market: TASE

606

670

Pinchas Rosen 72 , Tel Aviv 69512 , ,

Tel: 03-7658585 , 03-7658525 Fax: 03-7658555

E.mail address: donnag@cgen.com

Reported via MAGNA: 16/06/2015

              Time of broadcast: 18:05 17:37:10

Reference: 2015-02-049638

Israel Securities Authority		Tel Aviv Stock Exchange
www.isa.gov.il		www.tase.co.il

_________

Immediate Report of Meeting

Regulation 36B (a) and (d) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 16/06/2015

it was decided on convening of meeting annual meeting _________ ,

that will be held on the day Wednesday on the date : 22/07/2015 time: 10:00

at address: 72 Pinchas Rosen Street, Tel Aviv

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meeting

Security number 1085208

Security name מ"ר 0.01 ש"ח

Security type Share

Explanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending report

The determining date for entitlement to participate and vote in the meeting: 22/06/2015

3. On the Agenda - Items/Decisions to be raised at the meeting

1

1

The item/decision and its particulars:

to re-elect four directors to serve as members of the Board of Directors of the Company

Approval of merger under section 320 (c ) of the Companies Law
appointment or dismissal of a director under section 59 and 230 of the Companies Law

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required simple majority _________

2

2

The item/decision and its particulars:

To approve an amendment to the terms of office and employment of the Company’s President and Chief Executive Officer and director

Approval of merger under section 320 (c ) of the Companies Law
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies Law

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required simple majority _________

3

3

The item/decision and its particulars:

To approve an amendment to the terms of office and employment of the Company's Active Chairman of the Board

Approval of merger under section 320 (c ) of the Companies Law
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies Law

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required simple majority _________

4

4

The item/decision and its particulars:

to approve equity awards to each of the Company’s President and Chief Executive Officer and director, and the Active Chairman of the Board

Approval of merger under section 320 (c ) of the Companies Law
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies Law

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required simple majority _________

5

5

The item/decision and its particulars:

to approve amendments to the Company’s Compensation Policy for Directors and Officers

Approval of merger under section 320 (c ) of the Companies Law
Approval of compensation policy according to paragraph 267i(a) of the Companies Law

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required not a simpe majority special majority with no personal interest

6

6

The item/decision and its particulars:

to re-appoint Kost Forer Gabbay & Kasierer (a member of Ernst and Young Global), as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015, and until the next annual general meeting

Approval of merger under section 320 (c ) of the Companies Law
Declaration: There is no field appropriate to the classification

Reference concerning the last report concerning the matter of a private placement (if it exists) _________

No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.

Reference concerning the last report on the item (if it exists) _________

Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting

Approval of merger under section 320 (c ) of the Companies Law

Items brought for one of the following: Voting

Majority required simple majority _________

Attachment of report of convening meeting: proxy_isa.pdf

4. Attached

Yes wording of the voting letter

No position notification

proxy_card_isa.pdf

No declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

_________

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above

may be viewed on our website – http://www. http://cgen.com/investors/reports, through the EDGAR website of the SEC at www.sec.gov, through the Israeli Securities Authority's electronic filing system a

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):

Previous names of reporting entity:

Date of revision of form structure: 03/06/2015

Name of the Signatory: : Gershowitz Donna Lynn , Position of Signatory in the reporting corporation: General Counsel , Name of Employer Company: .

Pinchas Rosen Telephone: 03-7658585 , Facsimile: 03-7658555 , E-mail: Donnag@cgen.com 1