Hadasit Bio-Holdings

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A voting paper based on the Companies Regulations

Feb. 15, 2015

 

The HBL Group - Hadasit Bio-Holdings Reports

(henceforth the Company)

 

A voting paper based on the Companies Regulations (Written Votes and Position Papers) 5766-2005

 

 

Part 1

1.         Company name: the HBL Group - Hadasit Bio-Holdings LTD

2.         Type of general meetings:

2.1.       General meeting of the Company warrantholders (series 7), henceforth: meeting of the warrantholders.

2.2.       General meeting of the Company shareholders (henceforth meeting of the shareholders.

Meeting of the shareholders and meeting of the warrantholders will be henceforth generally referred as the meetings.

3.         Time and place of the meeting:

3.1.       The warrantholders meeting will be held on Wednesday March 4th 2015, 10am, at the offices of the attorneys for the Company Zysman, Aharoni, Gayer & Co., 41-45 Rothschild Blvd., 8th floor, Tel Aviv.

3.2.       The shareholders meeting will be held on Wednesday March 4th 2015, 10:45am, at the offices of the attorneys for the Company Zysman, Aharoni, Gayer & Co., 41-45 Rothschild Blvd., 8th floor, Tel Aviv.

4.         Record date: any holders of the Company shares/warrants, accordingly, on Monday February 16 2015, may participate and vote in the meetings.

5.         Adjourned meeting: a meeting is to be adjourned due to absence of quorum for one week to Wednesday March 11 2015, and will be held on the same time and at the same place (henceforth: the adjourned meeting).

6.         The meeting agenda on which voting may take place by means of a voting paper is:

Approval of a the arrangement based on section 350 of the 1999 Companies Law (henceforth the Companies Law), namely the 12-month extension to the warrant exercise term (series 7), resulting in the expiration date of February 26 2016.

7.         The place and time where the full version of the proposed resolution, as well as other documents, can be viewed:

The resolution on the meetings agenda, as well as the recent reports published by the Company in that context, can be viewed in the Company offices at the The Hadassah Ein Kerem Biotechnology Park in Jerusalem, subject to appointment made with the Company office, phone no. +972 2 5722054, Sun-Thurs during regular business hours, all prior to the meeting date. 

8.         The vote majority required to pass the resolution on the agenda:

8.1.       The majority at the warrantholders meeting and at the adjourned meeting, required for the approval of the resolution on the agenda, is the majority stipulated by section 350(g) of the Companies Law - namely, the majority of those voting (with the exception of the abstained) who jointly hold three quarters of the total value represented in the voting process.

8.2.       The majority at the shareholders meeting and at the adjourned meeting, required for the approval of the resolution on the agenda, is the majority stipulated by section 275(a)(3) of the Companies Law - namely, the ordinary majority of the shareholders present and voting in the meeting (with the exception of the abstained), as long as one the following holds:

(1)    The majority of the total shareholders votes with no personal interest in the passing of the resolution (excluding the abstained votes);

(2)    The total number of opposing votes among those described in paragraph (1) does not exceed two percent (2%) of the total number of eligible voters in the Company.

8.3.       To clarify, the proposed arrangement is subject to court approval, in addition to that by the meeting summoned in this immediate report.

9.         Validity of the voting paper:

Note: in part 2 of this voting paper (“Vote”), spaces designated for indicating the following:

9.1.       Indication of whether you are or are not holding Company shares, provided you are planning on attending the warrantholders (series 7) meeting. Warrantholders (series 7) who failed to indicate whether they do or do not hold Company shares, or to indicate the number of their shares in the Company if any, will not have their votes counted.

9.2.       Indication of whether you are or are not holding Company warrants (series 6), provided you are planning on attending the warrantholders (series 7) meeting. Warrantholders (series 7) who failed to indicate whether they do or do not hold Company shares, or to indicate the number of their Company warrants (series 6), if any, will not have their votes counted.

9.3.       Indication of whether you are or are not holding Company warrants (series 7), provided you are planning on attending the shareholders meeting. Shareholders who failed to indicate whether they do or do not hold Company warrants (series 7), or to indicate the number of their Company warrants (series 7), if any, will not have their votes counted.

9.4.       Share/warrant (series 7) holders will indicate their vote on the agenda in the second part of the voting paper. The voting paper will only be valid with an attached proof of ownership of an unregistered shareholder, or an attached copy of ID, passport or certificate of incorporation of a shareholder who appears in the Company shareholders register. With regard to the holding of warrants (series 7), this voting paper will be valid only with an attached proof of ownership of the Company warrantholder (series 7), valid on the record date. Voting papers should be delivered no later than 72 hours prior to the voting day.

9.5.       The Company does not allow voting over the internet.

10.      Company address (for delivery of voting papers and statement of positions): the Company offices at Hadassah Ein Kerem Biotechnology Park, Jerusalem.

11.      Statement of position and the board of directors reply:

The last day for delivery of statements of position to the Company is up to five (5) days following the record date as defined below (henceforth the last day for the delivery of statements of position by shareholders).

The last day for the delivery of the reply to statements of position by the board of directors is no later than two (2) days from the last day for the delivery of statements of position by shareholders

12.      Tel Aviv Stock Exchange distribution website and main website where the voting paper and the statement of position can be found:

The voting paper is attached to this immediate report. Tel Aviv Stock Exchange distribution website and main website where the voting paper and the statement of position can be found:

The Israel Securities Authority distribution website: www.magna.isa.gov.il.

The website of the Tel Aviv Stock Exchange LTD:www.maya.tase.co.il.

13.      Obtaining a voting paper and a statement of position:

13.1.    Share/warrant (series 7) holder may approach the Company directly and obtain the voting-paper and the statement-of-position forms free of charge.

13.2.    Unregistered share/warrant (series 7) holders may obtain a link to the voting-paper and the statement-of-position forms free of charge via e-mail on a distribution website, from a member of the stock exchange with whom they have registered their shares, unless they informed the member of the stock exchange of their preference to receive these forms via regular mail for a fee.

14.      Viewing the voting paper:

14.1.    One or more share/warrant (series 7) holders who on the record date is/are holding shares totaling five percent (5%) or more of the total voting rights in the Company, as well as those holding such a share of the total voting rights not held by controlling interest in the Company as defined in section 268 of the Companies Law, may themselves or by proxy and following the general share/warrant holders meeting, view the voting papers obtained by the Company at the registered Company offices and during regular business hours.

14.2.    Note that the number of shares constituting five percent (5%) of the total voting rights in the Company (not fully diluted) is 7,193,149 common shares of the Company, and that the number of shares constituting five percent (5%) of the total voting rights in the Company not held by controlling interest (not fully diluted) is 4,538,507 common shares of the Company.

15.      Agenda change:

15.1.    To clarify: following the publication of this voting paper changes in, including additions to the agenda may occur, statements of position may be published. The updated agenda and statements of position will be included in the Company reports which can be viewed on the distribution website.

15.2.    Any additions to the agenda will be published by the Company in an amended voting paper on the day of publishing of an amended invitation to the meeting.

16.      Share/warrant (series 7) holders will indicate their vote in the second part of the voting paper.

 

 

Part 2

 

Voting Paper for Company Shareholders

 

Company name: the HBL Group - Hadasit Bio-Holdings LTD

Company address (for delivery and mailing of voting papers): The Hadassah Ein Kerem Biotechnology Park, Jerusalem.

Company no.: 51-3734590.

Date and time of the meeting:

Shareholders meeting: Wednesday March 4 2015, 10am.

Type of general meeting: special.

The record date: Tuesday February 17th 2015.

 

Shareholder information:

Name of the shareholder:____________________________

ID no.:______________________

If no Israeli ID, passport no.:___________________________

Country issued:____________________________

Expiration date:____________________________

Shareholder that is a corporation:

Corporation no.:____________________________

Country where incorporated:____________________________

 

The agenda

Vote[1]

 

Are you a holder of Company warrants (series 7) as of the record date?[2]

For

Against

Abstained

*Yes

No

Approval of a the arrangement based on section 350 of the 1999 Companies Law (henceforth the Companies Law), namely the 12-month extension to the warrant exercise term (series 7), resulting in the expiration date of February 26 2016.

 

 

 

 

 

 

 

If you are a holder of Company warrants (series 7), please indicate the number of warrants held (series 7):

 

I am a holder of _______________ Company warrants (series 7) as of the record date.

 

 

 

 

 

 

 

 

____________________

____________________

Date

Signature

 

 ----------------------------------------------------------------------------------------------------------

Holders of shares through a member of the stock exchange as per section 177(1) of the Companies Law: this voting paper is only valid with an attached proof of ownership, unless the voting is via the system.

 

Holders of shares who are registered in the Company shareholders register: this voting paper is only valid with an attached copy of ID/passport/certificate of incorporation.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

 

 

 

 

 

 



[1]              Shareholders failing to fill this column will not have their votes counted.

[2]               Failure to indicate, including the number of Company warrants (series 7) held, if any, will be seen as having abstained from voting.

 
 

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