Hadasit Bio-Holdings

Press Releases

Annual general and special meeting Results- May 26, 2015

May. 26, 2015

Annual general and special meeting

HBL- Hadasit Bio Holdings Ltd.

May 26, 2015

In the offices of Zysman, Aharoni, Gayer and Associates, LLP

41-45 Rothschild St, Tel Aviv.

10:00 AM

 

1.       A discussion on the Company’s audited financial statements and the Board of Directors 2014 report

A discussion was held on the Company’s audited financial statements and the Board of Directors report for 2014.

 

2.       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 vote was held to approve the reappointment of the Company accountant and authorize the Board of Directors to determine his wage for 2015, yielding the following results:

In favor: 89,129,617 shares.

Against: 0 shares.

Abstentions: 1,712,050 shares.

It was decided to approve the reappointment of the Company accountant, and to authorize the Board of Directors to determine his wage for 2015, by a majority of 89,129,617 shares out of 90,841,667 participating in the vote, that is, 98.12% of the participating shares.

3.       Approving the Company’s capital consolidation and amending Company policy accordingly

It is hereby proposed to approve the consolidation and redistribution of the Company’s registered share capital and paid up share capital, and to amend Section 11.1 of the Company’s incorporation policy accordingly, so that every 5 regular shares of 0.01 NIS (each) existing in the Company’s registered share capital and paid up share capital will be consolidated into one regular share of 0.05 NIS; and to approve that all the Company’s registered and non-registered tradable warrants, that is, warrants (Series 6) and warrants (Series 8) will be adjusted similarly, so that every five warrants are consolidated into one, exercisable to a regular share of 0.05 NIS; The exercise prices of the registered and non-registered tradable warrants will be adjusted in accordance with the capital consolidation.

A vote was held to approve the Company’s capital consolidation and amend Company policy accordingly, yielding the following results:

In favor: 90,841,667 shares.

Against: 0 shares.

Abstentions: 0 shares.

 

It was decided to approve the Company's capital consolidation and amend Company policy accordingly, by a majority of 90,841,667 shares out of 90,841,667 participating in the vote, that is, 100% of the participating shares.

 

4.       Approving an increase in the Company’s registered capital and amending Company policy accordingly

It is hereby proposed to approve the increase in the Company's registered capital by 120,000,000 regular shares of 0.01 NIS each (hereinafter referred to as: "Regular Shares"). After the increase the Company’s registered capital will amount to 3,950,000 NIS divided into 395,000,000 regular shares. Section 11.1 of the Company policy will be amended accordingly.

A vote was held to approve the increase in the Company’s registered capital and amend Company policy accordingly, yielding the following results:

In favor: 90,841,667 shares.

Against: 0 shares.

Abstentions: 0 shares.

It was decided to approve the increase in the Company’s registered capital and amend Company policy accordingly, by a majority of 90,841,667 shares out of 90,841,667 participating in the vote, that is, 100% of the participating shares.

 

5.       Approving an amendment to Company policy, under which members of the Board of Directors shall be appointment by resolution at the annual meeting or at a special shareholders meeting.

It is hereby proposed to approve the amendment to Section 86.1 of the Company policy, according to the text attached as Appendix A.

A vote was held to approve the amendment to section 86.1 of the Company policy, yielding the following results:

In favor: 90,841,667 shares.

Against: 0 shares.

Abstentions: 0 shares.

It was decided to approve the amendment to Section 86.1 of the Company policy, according to the text attached as Appendix A, by a majority of 90,841,667 shares out of 90,841,667 participating in the vote, that is, 100% of the participating shares.

 

6.       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.

It is possible to vote on this issue by note.

A vote was held to approve a participation remuneration and annual compensation for Prof. Yaakov Naparstek for his service as a member of the Board of Directors, based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy, yielding the following results:

 

 

In favor: 90,841,667 shares.

Against: 0 shares.

Abstentions: 0 shares.

Shareholders who are stakeholders – In favor: 24,018,846 shares.

Shareholders who are NOT stakeholders – Against: 0 shares.

Shareholders who are NOT stakeholders – Abstentions: 0 shares.

It was decided to approve the participation remuneration and annual compensation for Prof. Yaakov Naparstek for his service as a member of the Board of Directors, based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy, by a majority of 24,018,846 shares out of 24,018,846 participating in the vote without any personal stake, that is, 100% of the shares participating without any personal stake by a 100% majority of participating shares.

 

7.       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. Rafi 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. 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 it acceptable in the Company.

A vote was held to approve the reappointment of Dr. Rafi Hofstein as a member of the Company’s Board of Directors, and entitle him to a participation remuneration and annual compensation based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy; to add Dr. Hofstein to the insurance coverage of Company personnel; and to grant him a letter of indemnity and exemption, as customary in the Company, yielding the following results:

In favor: 20,222,926 shares.

Against: 70,618,741 shares.

Abstentions: 0 shares.

Shareholders who are stakeholders – In favor: 20,222,926 shares.

Shareholders who NOT are stakeholders – Against: 3,795,920 shares.

Shareholders who NOT are stakeholders – Abstentions: 0 shares.

It was decided not to approve the reappointment of Dr. Rafi Hofstein as a member of the Company’s Board of Directors and entitle him to a participation remuneration and annual compensation based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy; nor to add Dr. Hofstein to the insurance coverage of Company personnel; not to grant him a letter of indemnity and exemption, as customary in theCompany; this by a majority of 70,618,741 shares out of 90,841,667 participating in the vote.

 

8.       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 compensation regulations, and the approval to award non-negotiable options, and to include Ms. Elka 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 Niras an external Company board member for a period of three (3) years, beginning the approval of the General Meeting.

Ms. Elka 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 the Company officials (and any future policies), and to award her a letter of exemption and indemnity as it acceptable in the Company.

In addition, Ms. Elka 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 on the Company, according to the conditions detailed in Section 4 of the invitation to the meeting.

A vote was held to approve the appointment of Mrs. Elka Nir as a non-executive director in the Company for a period of three years; to entitle her to a participation remuneration and annual compensation based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy; to grant her non-registered tradable warrants; to add Mrs. Nir to the insurance, indemnity and exemption coverage of Company personnel, as customary in the Company, yielding the following results:

In favor: 87,045,747 shares.

Against: 3,795,920 shares.

Abstentions: 0 shares.

Shareholders who are stakeholders – In favor: 20,222,926 shares.

Shareholders who NOT are stakeholders – Against: 3,795,920 shares.

Shareholders who NOT are stakeholders – Abstentions: 0 shares.

It was decided to approve the appointment of Mrs. Elka Nir as a non-executive director in the Company for a period of three years; to entitle her to a participation remuneration and annual compensation based on the “fixed rate” of a Company of this stature, as stated in the second and third addendum to the Compensation policy; to grant her non-registered tradable warrants; and to add Mrs. Nir to the insurance, indemnity and exemption coverage, as customary in the Company; this by a majority of 20,222,926 shares out of 24,018,846 participating in the vote without any personal stake, that is, 84% of the shares participating without any personal stake by a majority of 95.82% of participating shares.

 

9.       Approval of awarding non-negotiable option 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.

A vote was held as to whether to grant non-registered tradable warrants to Mr. Doron Birger, yielding the following results:

In favor: 23,764,037 shares.

Against: 254,809 shares.

Abstentions: 66,822,821 shares.

Shareholders who are stakeholders – In favor: 23,764,037 shares.

Shareholders who are NOT stakeholders – Against: 254,809 shares.

Shareholders who are NOT stakeholders – Abstentions: 0 shares.

It was decided to grant the non-registered tradable warrants to Mr. Doron Birger, by a majority of 23,764,037 shares out of 24,018,846 participating in the vote without any personal stake, that is, 99% of the shares participating without any personal stake, by a majority of 99% of participating shares.

 

 
 

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