Hadasit Bio-Holdings

Press Releases

Voting Deed According to the Company Regulations

Apr. 22, 2015

HBL - Hadasit Bio-Holdings Ltd.

(hereinafter: "the Company")

 

Voting Deed According to the Company Regulations (Written Votes and Position Papers) - 2005, (hereinafter: "the Regulations")

 

 

Part I

1.         Company name: HBL - Hadasit Bio-Holdings Ltd.

2.         Type of meeting, its date and convening location: An annual general and special meeting (hereinafter: "the General Meeting") of the Company's shareholders that will take place on Tuesday, May 26, 2015, at 10:00, in the offices of Zysman, Aharoni, Gayer and Associates, LLP, 41-45 Rothschild St, Beit Zion Building, 8th floor, Tel Aviv.

3.         A list of details on the agenda that can be voted on by a voting deed and the extract of the proposed resolution:

3.1.       Approving the reappointment of the Company's auditing accountant, and authorize the Board of Directors to determine the compensation for 2015.

It is proposed to reappoint the accounting offices of Deloitte, Brightman, Almagor, Zohar and Associates, as the Company's auditing account until the Company’s next annual General Meeting and to authorize the Board of Directors to determine the compensation for 2015.

A draft of the proposed resolution: "to reappoint the accounting offices of Deloitte, Brightman, Almagor, Zohar and Associates as the Company's auditing account until the Company's next General Meeting and to authorize the Board of Directors to determine the compensation for 2015.

3.2.       The approval of awarding participation compensation and annual compensation to Prof. Yaakov Naparstek for his term as a Company board member, according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations.

It is proposed to approve participation compensation and an annual compensation for Prof. Naparstek, from January 1, 2015, the amount is that entitled to the Company's external directors, which means, according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations.

 

The draft of the proposed resolution: "It is proposed to approve participation compensation and an annual compensation for Prof. Naparstek, for his term as a Company board member, from January 1, 2015, according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations".

3.3.       Approval of the reappointment of Dr. Rafi Hofstein, as a Company board member, and approving his right for participation compensation and annual compensation according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations, and the approval to include Dr. Hofstein  in the insurance policy held by Company officials, and the awarding of a letter of exemption and indemnity, as is acceptable in the Company.

It is proposed to reappoint Dr. Rafi Hofstein to the position of Company director in group 3, according to Section 86 of the Company's regulations, for a period of three (3) years that will begin with the appointment by the planned General Meeting according to this immediate report.

For details about Dr. Hofstein, and according to Section 26 in the Securities Regulations, see Regulation 26, in Chapter 4 of the Periodical Report.

As of the date of this immediate report, according to the best of the Company's knowledge, there have been no changes in Dr. Hofstein's details as they were presented in the Periodical Report.

In addition, subject to the appointment of Dr. Hofstein, it is proposed to approve annual compensation and participation compensation for Dr. Hofstein, according to the "Fixed Amount" as detailed in the second and third amendments of  the compensation regulations, according to the level of the Company as it will be defined from time to time, and to include Dr. Hofstein in the current insurance policy held by Company officials (and any future policies), and to award Dr. Hofstein a letter of exemption and indemnity as is acceptable in the Company.

The draft of the proposed resolution: To reappoint Dr. Rafi Hofstein as a Company board member for a period of three (3) years that will start with the approval of the upcoming General Meeting according to this immediate report, and to approve his right for participation compensation and annual compensation according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations, and the approval to include Dr. Hofstein in the insurance policy held by Company officials, and the awarding of a letter of exemption and indemnity, as is acceptable in the Company.

3.4.       Approval of the appointment of Elka Nir, as an external Company board member for a period of three years and approving her right for participation compensation and annual compensation according to the "Fixed Amount" for a company on the level of the Company, as it appears in the second and third amendments of the compensation regulations, and the approval to award non-negotiable options, and to include Ms. Nir in the insurance policy, and the exemption and indemnity for Company officials, as is acceptable in the Company.

It is proposed to appoint Ms. Elka Nir as an external Company board member for a period of three (3) years, beginning the approval of the General Meeting.

Ms. Nir will be entitled to annual compensation and participation compensation, according to the "Fixed Amount" as detailed in the second and third amendments of  the compensation regulations, as they will be updated from time to time, and according to the Company's level, as defined from time to time, and will be entitled to all other conditions of her term that are acceptable in the Company concerning directors, which means, including her in the insurance policy held by Company officials (and any future policies), and to award her a letter of exemption and indemnity as is acceptable in the Company.

In addition, Ms. Nir will be entitled to 600,000 non-negotiable Company options that can be exercised to Company common shares, at a nominal value of NIS 0.01. Each (hereinafter in this sub-section: "Options") at an exercising price of NIS 0.1658 per Option (which represents the average Company share price in the 30 business days that preceded the date approval by the General Meeting to award options, meaning on April 15, 2015, with a 20% addition), according to the capital compensation that was approved for Ms Michal Sapir, who serves at the time of this invitation as an external director in the Company, according to the conditions detailed in Section 4 of the invitation to the meeting.

The draft of the propose resolution: It is proposed to appoint Ms. Elka Nir as an external Company board member for a period of three (3) years, beginning the approval of the General Meeting. Ms. Nir will be entitled to annual compensation and participation compensation, according to the "Fixed Amount" as detailed in the second and third amendments of the compensation regulations, as they will be updated from time to time, and according to the Company's level, as defined from time to time, and also to capital compensation as detailed above".

3.5.       Approval of awarding non-negotiable options to Mr. Doron Birger, an independent Company board member.

It is proposed to award Mr. Doron Birger 600,000 non-negotiable Company options that can be exercised to Company common shares, at a nominal value of NIS 0.01. Each (hereinafter in this sub-section: "Options") at an exercising price of NIS 0.1658 per Option (which represents the average Company share price in the 30 business days that preceded the date approval by the General Meeting to award options, meaning on April 15, 2015, with a 20% addition), according to the capital compensation that is awarded to external Company directors, and according to the conditions detailed in Section 4 of the invitation to the meeting.

Draft of the proposed resolution: "to approve the awarding of 60,000 non-negotiable options to Mr. Doron Birger for his term as an independent Company board member".

4.         The time and location where the full version of the proposed resolution and the remaining documents can be reviewed:

The resolution on the General Meeting's agenda can be reviewed, in addition to the immediate reports the Company published concerning the aforementioned subjects, in the Company's offices, The Bio-Technological Park in Hadassa Ein Karem Hospital, Jerusalem, after setting an appointment with the Company's secratary - 02-5722054 on Sunday-Thursday, during acceptable working hours, up to the day of the General Meeting.

5.         The required majority to accept the agenda's resolution

5.1.             The required majority in a General Meeting and in a Postponed General Meeting to accept the proposed resolution in Section 3.1 above, concerning the reappointment of the auditing account, is a simple majority from all the votes of the shareholders present and the voters in the General Meeting.

5.2.             The required majority in the General Meeting and the Postponed General Meeting to approve the proposed resolution in Sections 3.2 and 3.3 above, concerning the awarding of compensation to Prof. Naparstek and his appointment, and the awarding compensation to Dr. Hofstein, are in accordance to Section 267(b) of the Companies Law, meaning, a simple majority of shareholders participating in the General Meeting, as long one of the following will be met:

(A)           There is a majority of all the shareholder votes that are not controlling shareholders or have no personal interest approving the resolution (the number of total shareholder votes will not take abstentions into account);

(B)           The total amount of opposing votes of the shareholders mentioned in Section (A) will not surpass 2% of all those with voting rights in the Company.

5.3.             The required majority in a General Meeting and a Postponed General Meeting for approving the proposed resolution in Sections 3.4 and 3.5 above, which concern the approval of the appointment of Ms. Elka Nir as an external board member and the approval of Ms. Nir's rights for compensation, and the approval of capital compensation for Mr. Doron Birger, is as stated in Section 239(b) and 267(b) of the Companies Law, meaning, a simple majority of shareholders participating in the General Meeting, as long as one of the following will be met:

(א)       There is a majority of all the shareholder votes that are not controlling shareholders or have no personal interest approving the resolution[1] (the number of total shareholder votes will not take abstentions into account);

(ב)       The total amount of opposing votes of the shareholders mentioned in Section (A) will not surpass 2% of all those with voting rights in the Company.

6.         Marking an affiliation or other shareholder characteristic:

In the second part of the voting deed, there is room allocated for marking the existence or lack of existence of affiliation, as required by the Companies Law, and for the description essence of the affiliation. In addition, there is a place for revealing if you are a controlling shareholder, stockholder, have a personal interest in the agenda's resolution, hold a senior position or are an institutional investor. It is clarified that a shareholder that will not provided the aforementioned information in this section or will mark "Yes" and not provide details, that shareholder's vote will not be taken into account.

7.         Validity of the voting deed

7.1.       The voting deed will only be valid if proof of ownership for the non-registered shareholder is attached, or a copy of an ID card, passport or incorporation card if the shareholder is registered in the Company's ledgers.

7.2.       The voting deed and the documents required to be attached need to be submitted to the Company seventy-two (72) hours prior to the start of the General Meeting or Postponed General Meeting.

7.3.       The Company does not allow voting via the Internet.

8.         The Company's address for sending the voting deeds and position notices: The Company's offices are located in: The Bio-Technological Park in Hadassa Ein Karem Hospital, Jerusalem.

9.         Position notice and a response from the Board of Directors:

The last date for the submission of position notices to the Company is up to ten (10) days following the date that has been determined as follows (hereinafter: "The Last Date for Submitting a Position Notice by Shareholders").

The last date for submitting a response from the Board of Directors to a position notice will not exceed five (5) days after the The Last Date for Submitting a Position Notice by Shareholders.

10.      URL of the distribution site and the Tel Aviv Stock Exchange web site that contain the voting deed and position notices:

The draft of the voting deed can be found as an appendix to this immediate report. The URL of the distribution site and the web site of the Tel Aviv Stock Exchange where the voting deed and position notices can be found:

The distribution site of the Israel Securities Authority: www.magna.isa.gov.il.

The web site of the Israel Securities Authority: www.maya.tase.co.il.

11.      Receiving ownership certification:

11.1.    A shareholder who ownership is registered with a member of the Tel Aviv Stock Exchange Ltd., and that share is included in the registered shares of the shareholder register under the name of the nominee company, and the owner is interested in voting in the General Meeting, will submit certification of ownership of the share to the Company by the date that has been determined, from the nominee company, according to the form for "Ownership Certification" in addition to the Companies Regulations (Proof of ownership of a share for voting at the General Meeting), 2000.

11.2.     A shareholder is entitled to receive certification of ownership in a branch of the stock market member or by mail, if so requested. A request on this issue will be provided ahead of time to the account of the specific security.

12.      Receiving a voting deed and position notice:

12.1.    A shareholder can directly approach the Company and receive, in lieu of consideration, the draft of the voting deed and the position notice.

12.2.    A shareholder that is not registered is entitled to receive, without consideration, a link by e-mail to the voting deed draft and the position paper on the distribution web site from the stock market member where the shareholder's shares are registered, unless the shareholder notified the stock market member that he/she is not interested in receiving the aforementioned link, or that he/she is interested in receiving the voting deed by mail in lieu of consideration. The aforementioned notice concerning the voting deed will also be applicable for receiving the position notices.

13.      Reviewing the voting deed:

13.1.    One or more shareholders who hold at the determining date, shares that constitute five percent (5%) or more of all the voting rights in the Company, and anyone holding shares at the aforementioned level from the overall voting rights that are not held by a controlling shareholder in the Company as defined in Section 268 of the Companies Law, is entitled, independently or by means of a proxy, following the convening of the General Meeting, can review the voting deed that was received by the Company in the Company's registered office, during acceptable office hours.

13.2.    It will be noted that the number of shares comprising five percent (5%) of the total voting rights in the Company (without full dilution) is 8,785,719 common shares of the Company and the number of shares that comprise five percent (5%) of all the voting rights in the Company that are not held by controlling shareholders (without full dilution) is 11,263,278 common shares of the Company.

14.      Changes in the agenda:

14.1.    It is clarified that following the publication of this voting deed, there could be changes in the agenda, including the addition of a subject to the agenda, position notices may be published, and the updated agenda can be reviewed along with the position notices that were published in the Company's reports on the distribution web site.

14.2.    For every item added to the agenda, the Company will publish an updated voting deed on the day the updated invitation to the General Meeting is published.

15.      A shareholder will mark the method of voting on the form in the second part of the voting deed.

 

Voting Deed - Part II

Company name: HBL - Hadasit Bio-Holdings Ltd.

Company address (for sending and receiving voting deeds): The Bio-Technological Park in Hadassa Ein Karem Hospital, Jerusalem.

Company number: 51-3734590.

Date of the General Meeting: May 26, 2015, 10:00,

Type of General Meeting: Annual and special.

The determining date: Tuesday, April 28, 2015.

Shareholder details:

Name of the shareholder:___________________

ID number: _____________________

Passport number - if the shareholder does not have an Israeli ID number:  ________________________

Country of nationality: ___________________

Valid until: _______________

If the shareholder is a corporation:

Corporation Number: _________________

Country of incorporation: ________________

Item number on the agenda for the voting deed

Items on the agenda

Voting method[2]

 

Regarding approval of the subjects listed in Sections 3.2 to 3.4 on the agenda (Sections 267A(b) and 239(b) of the Companies Law) - are you are a shareholder, stakeholder, have a personal interest hold a senior position or are an industrial investor[3]?

For

Against

Abstain

* Yes

No

3.1

Approve the reappointment of the Company's auditing accountant, and authorize the Board of Directors to determine the compensation for 2015.

 

 

 

 

 

3.2

The approval of awarding participation compensation and and annual compensation to Prof. Yaakov Naparstek for his term as a Company board member, according to the "Fixed Amount".

 

 

 

 

 

3.3

Approval of the reappointment of Dr. Rafi Hofstein, as a Company board member, and approving his right for participation compensation and annual compensation according to the "Fixed Amount", and the approval to include Dr. Hofstein  in the insurance policy held by Company officials and the awarding of a letter of exemption and indemnity, as is acceptable in the Company.

 

 

 

 

 

3.4

Approval of the appointment of Elka Nir, as an external Company board member for a period of three years and approving her right for participation compensation and annual compensation according to the "Fixed Amount", and the approval to award non-negotiable options, and to include Ms. Nir in the insurance policy for senior officials, and awarding exemption and indemnity, as is acceptable in the Company.

 

 

 

 

 

3.5

Approval of awarding non-negotiable options to Mr. Doron Birger, an independent Company board member.

 

 

 

 

 

 

 

Description of the essence for the relevant affiliation (including details if you are: a controlling shareholder, interested party, institutional investor):

 

_________________________________________________________________

 

_________________________________________________________________

 

 

____________________

____________________

Date

Signature

 

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

For shareholders holding shares by means of a member of the stock market according to Section 177(1) of the Companies Law - this voting deed in only valid with the attachment of certification of ownership, except in cases in which the vote is via the system.

 

For shareholders listed in the Company's shareholders register - the voting deed is only valid with a copy of an ID card/passport/corporation card.

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

 

 

 

 

 


[1] Concerning Section 239(b) of the Companies Law - except in the case when a personal interest is not a result of his/her connections to the controlling shareholders.

[2]Not marking the form will be considered abstention on the relevant subject.

[3] A shareholder that will not fill in this column or will mark "Yes" and not provide details, that shareholder's vote will not be taken into account. There is no need to provide details of a personal interest for the approval of the appointment that is not the result of a connection with a controlling shareholder.

*              Details

 

 
 

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