Hadasit Bio-Holdings

Press Releases

Written Vote under the Companies Regulations

Jul. 6, 2015
HBL - Hadasit Bio-Holdings Ltd.
(Hereinafter: the “Company”)

 

Written Vote under the Companies Regulations (Voting in Writing and Position Notices), 5766-2005 (the "Regulations")

 

 

First Part

1.              Name of the Company: HBL - Hadasit Bio-Holdings Ltd.

2.              Type of general meeting, date and place of convening: special general meeting (hereinafter: the “General Meeting”) of the shareholders of the Company which will convene on Thursday, August 6, 2015, at 12:00, at the offices of the Company at the Biotechnology Park at the Hadassah Ein-Kerem Hospital, in Jerusalem. If no legal quorum is present, the meeting will be postponed to Thursday, August 13, 2015, at 12:00, and will take place at the same time and place (hereinafter: the “Deferred Meeting”).

3.              Details of the matters on the agenda, for which a vote may take place by proxy, and a summary of the proposed resolutions:

3.1.         Approval of the reappointment of Ms. Michal Sapir to the position of external director of the Company, approval of her entitled to compensation, her inclusion within the insurance policy of officers of the Company and granting an exemption and indemnification undertaking, as customary in the Company.

It is proposed to reappoint Ms. Michal Sapir to the position of external director of the Company for a period of three (3) years commencing on July 28, 2015. 

For details regarding Ms. Sapir, in accordance with Article 26 of the Securities Regulations, see the detail in Section 26 of Chapter D of the Periodic Report. As of the date of this immediate report, to the best of the Company’s knowledge, no changes have occurred to the details of Ms. Sapir, as set forth in the periodic report.

Wording of the proposed resolutions: “To reappoint Ms. Michal Sapir to the position of external director of the Company for a period of three (3) years commencing on July 28, 2015. Ms. Sapir will be entitled to annual remuneration and remuneration for participation in accordance with the “fixed amount” as specified in the Second and Third Schedule of the Compensation Regulations, as revised from time to time and depending on Company rank as made from time to time and her inclusion within the officers’ insurance policy, and the granting of the exemption and indemnification document, as customary in the Company.”

3.2.         Reappointment of granting stock options not listed for trade of the Company to the chairman of the Company’s board of directors

On July 6, 2014, the general meeting of the Company’s shareholders, after approval of the remuneration committee and board of directors of the Company, passed on May 20, 2014 and May 19, 2014, respectively, granting 140,000 stock options not listed for trade of the Company (hereinafter in this section: the “Options”) to Mr. Yigal Erlich, for his service as chairman of the Company’s board of directors (hereinafter: the “Original Granting of Options”), as a service provided to the Company. For additional details regarding the Original Granting of Options, see the Company’s immediate report dated June 15, 2014 (reference no.: 2014-01-090663).

Approval of the general meeting dated July 6, 2014, was passed with the majority required in accordance with Sections 270(3) and 273 of the Companies Law. Since on the approval date of granting the options, Mr. Yigal Erlich served as a director of Hadasit, it was necessary to approve the granting of options in accordance with the provisions of Sections 270(4) and 275 of the Companies Law.

 

In light of the above, it is proposed to re-grant to the chairman of the board of directors, Mr. Yigal Erlich, 140,000 stock options not listed for trade of the Company, which are exercisable into 140,000 ordinary shares of the Company, par value NIS 0.05 each (hereinafter, in this subsection, the “Stock Options”), at an exercise price of 136.2 agoras per Stock Option (which reflects an average price of a share of the Company in the thirty trading days that preceded the date of approval by the board of directors of the Original Granting of Options, in addition to 20%, I.e. on May 19, 2014, in accordance with the terms listed in Section 3.2 of the Invitation. 

Wording of the proposed resolution: “To reaffirm the granting of 140,000 stock options that are not listed for trade to Mr. Yigal Erlich, for his service as chairman of the Company’s board of directors, at an exercise price of 136.2 agoras and under the terms set forth in Section 3.2 of the invitation to the meeting.”

3.3.         Approval of the engagement of KAHR with Hadasit and Prof. Michal Elhalel in an agreement for the performance of research and development, and approval of granting stock options not listed for trade of KAHR to the controlling shareholder of the Company and Prof. Michal Elhalel

It is proposed to approve the granting of the options and the research and development amount, in accordance with the terms set forth below:

·        The services: Hadasit will provide KAHR with services as set forth from time to time by the parties, including personnel and consulting services.

·         Term: January 2009 through December 2016.

·        Consideration: In consideration for the services as stated, KAHR will pay Hadasit payment in the amount of the cost of the services, as set forth from time to time and in accordance with the budget agreed upon in advance, in addition to 20% overhead for consultation and 25% overhead for the other expenses in the framework of the research and development agreement.

·        Intellectual property: The intellectual property that results from the research as stated belongs to KAHR and Hadasit will have no right to the intellectual property as stated.

·         Value of the options: The total options granted has a total rate of 0.97% as of December 31, 2014.

Wording of the proposed resolution: “To approve the engagement of KAHR for the performance of research and development with the controlling shareholder of the company and Prof. Michal Elhalel, as of January 2009 and through December 2016 and approve granting stock options not listed for trade of KAHR for the controlling shareholder of the company and Prof. Michal Elhalel, in accordance with the terms set forth in Section 3.3 of the invitation to the meeting.”

3.4.         Approval of the engagement of KAHR in the consulting agreement with Hadasit and Prof. Michal Elhalel

It is proposed to approve the consulting agreement with Hadasit and Prof. Elhalel, in accordance with the terms set forth below:

·        The services: Prof. Elhalel will grant KAHR scientific consulting services in a scope of 10 monthly hours.

·        Term of the consulting agreement: The consulting agreement is for a period of six years, beginning in July 2011 and ending in July 2017. Notwithstanding the above, each of the parties may terminate the consulting agreement with prior notice of 30 days.

·           Consideration: in consideration for the services as stated, KAHR will pay Hadasit and Prof. Elhalel, through Hadasit, a total monthly payment of USD 3,000.

It should be noted that by August (inclusive) 2013, KAHR has paid Hadasit and Prof. Elhalel, through Hadasit, monthly payment in the amount of USD 2,500, and as of September 2013, the monthly payment was increased to a total of USD 3,000.

Wording of the proposed resolution: “To approve the engagement of KAHR in a consulting agreement with the controlling shareholder of the company and Prof. Michal Elhalel, as of July 2011 and through July 2017, in accordance with the terms set forth in Section 3.4 of the invitation to the meeting.”

3.5.         Approval of the engagement of KAHR in the consulting agreement with Hadasit and Dr. Neta Goldschmidt

It is proposed to approve the consulting agreement with Hadasit and Dr. Neta Goldschmidt, in accordance with the terms set forth below:

·        The services:Dr. Goldschmidt will provide KAHR with main investigation services for the clinical trial based on the needs of the Company.

·        Term of the consulting agreement: The consulting agreement is for an undefined period of time, beginning in July 2013. Notwithstanding the above, each of the parties may terminate the consulting agreement with prior notice of 30 days.

·           Consideration: In consideration for the services as stated, KAHR will pay Hadasit and Dr. Goldschmidt, through Hadasit, a total monthly payment of USD 500 and USD 1,500, before and after the trial, respectively.

It should be noted that as of this date, KAHR has not transferred any payment of any type or kind to Dr. Goldschmidt and/or Hadasit/Hadassah.

Wording of the proposed resolution: “To approve the engagement of KAHR in a consulting agreement with the controlling shareholder of the company and Dr. Goldschmidt, as of July 2013 and through July 2017, in accordance with the terms set forth in Section 3.5 of the invitation to the meeting.”

3.6.         Approval of the engagement of Protab in the consulting agreement with Hadasit and Prof. Yaakov Naparstek

It is proposed to approve the consulting agreement with Hadasit and Prof. Naparstek, in accordance with the terms set forth below:

·        Services: Prof. Naparstek will provide Protab with consulting services regarding development of Protab’s leading product, based on the needs of Protab.

·        Term of the consulting agreement: July 2007 through July 2015. Notwithstanding the above, each of the parties may terminate the consulting agreement with prior notice of 30 days.

·        Consideration: In accordance with the extension of the agreement from 2014, in consideration for the services as stated, Protab will pay Hadasit and Prof. Naparstek, through Hadasit, a monthly payment in the amount of NIS 4,200, as well as monthly payment that will be paid to Hadasit in the amount of NIS 1,040 (constituting 20% of the payment made to Prof. Naparstek) for overhead.

It should be noted that during 2012, Protab paid Hadasit for the consulting agreement a total of NIS 200 thousand. During 2013, in light of the financial state of Protab, it was agreed that Protab will not be subject to payments for the consulting agreement, although it had received consulting services. In 2014, Protab paid a total of NIS 48 thousand. Additionally, as of December 1, 2008 and through March 31, 2014, Prof. Naparstek was entitled to use a company vehicle of Protab.

Wording of the proposed resolution: “To approve the engagement of Protab in a consulting agreement with the controlling shareholder of the company and Prof. Yaakov Naparstek, as of July 2007 and through July 2015, in accordance with the terms set forth in Section 3.6 of the invitation to the meeting.”

4.              Time and place at which the full wording of the proposed resolution and other documents may be reviewed:

You may review the resolution on the agenda of the general and special meeting and the immediate reports published by the Company in connection with the matters above, at the offices of the Company at: Biotechnology Park, Hadassah Ein-Kerem Hospital, Jerusalem, and after prior coordination with the secretary of the Company at telephone 02-5722054 on Sunday - Thursday in customary working hours, until the date of the meeting.

5.              The majority required for passing the resolution on the agenda

5.1.         The majority required in the meeting and deferred meeting for approval of the resolution proposed in Section 3.1above, which relates to the reappointment of Ms. Michal Sapir as external director and approval of the eligibility of Ms. Sapir for remuneration, is as stated in Section 239(b) of the Companies Law, I.e. a regular majority of votes of the shareholders participating in the meeting, provided that one of the following is met:

(1)          A majority of all of the votes of the shareholders that are not controlling shareholders of the Company or have a personal interest in approval of the resolution (in a count of all of the votes of the aforesaid shareholders, abstentions will not be taken into account);

(2)          The total dissenting votes from among the shareholders mentioned in paragraph (a) will not exceed a rate of two percent (2%) of all of the voting rights in the Company.

5.2.         The majority required in a meeting and a deferred meeting for approval of the resolutions proposed in Sections 3.2, 3.3, 3.4, 3.5 and 3.6,   which relate to the engagement of the subsidiaries of the Company, the controlling shareholder of the Company, with the controlling shareholder of the Company, is a majority as stated in Section 275(a)(3) of the Companies Law, I.e. a regular majority of votes of the shareholders present and voting in a meeting without taking into account the abstentions, provided that one of the following is met:

(1)          A majority of all of the votes of the shareholders that do not have a personal interest in approval of the resolution (in a count of all of the votes of the aforesaid shareholders, abstentions will not be taken into account);

(2)          The total dissenting votes from among the shareholders mentioned in paragraph (1) will not exceed a rate of two percent (2%) of all of the voting rights in the Company.

6.              Marking the existence of a relationship or other characteristic of a shareholder:

Place is allocated in the second part of this voting document for indicating the existence or lack of a relationship, as required under the Companies Law, 5759-1999 (hereinafter: the “Companies Law”) and a description of the nature of the relevant relationship in connection with the resolutions listed in Section 3 above, as well as a question about being an interested party, institutional investor or officer (the “Characteristic of the Shareholder”). It is emphasized that a person who does not indicate the existence or lack of a relationship as stated, or who does not describe the nature of the relationship, or does not respond to the question regarding the Characteristic of the Shareholder, will not have his vote taken into account in the general meeting.

7.              Validity of the voting document and confirmation of ownership

The voting document will only be valid if it is accompanied by confirmation of ownership, or if the Company is sent confirmation of ownership through the electronic voting system.

An unregistered shareholder may receive confirmation of ownership at a branch of the stock exchange member or via mail, if he so requests. A request in this regard will be provided in advance for a specific securities account. Additionally, an unregistered shareholder may request that confirmation of ownership is transferred to the Company through the electronic voting system.

 

An unregistered shareholder may also vote through the electronic voting system.

 

In this regard, the “delivery date” is the date on which the voting document and documents that must be attached thereto arrive to the offices of the Company.

8.              Vote through the electronic voting system and system lock date

Voting through the electronic voting system will take place by the date on which the electronic system is locked (six hours before the meeting is convened), I.e. until 6:00 on Thursday, August 6, 2015.

9.              Voting through a voting document

Voting through a voting document (not through the electronic voting system) will take place up to four hours before the general meeting is convened, i.e. until 8:00 on Thursday, August 6, 2015.

10.          Address of the Company for the delivery of voting documents and position notices

The offices of the Company are located at: The Biotechnology Park at the Hadassah Ein-Kerem Hospital, Jerusalem.

11.          Position notice and response of the board of directors

11.1.     The deadline for providing a position notice to the Company is ten (10) days before the date of the general meeting (the “Deadline for Providing Position Notices by the Shareholders”).

11.2.     The deadline for providing 5he response of the board of directors to position notices is no later than five (5) days before the date of the general meeting.

12.          The address of the distribution site and the website of the Stock Exchange containing the voting document and position notices

The wording of the voting document can be found in the appendix to this Immediate Report. The address of the distribution site and the website of the stock exchange, containing the voting document and position notices 

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

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

13.          Receipt of a voting document and position notice

13.1.     A shareholder may contact the Company directly and receive, at no consideration, the wording of the voting document and position notices.

13.2.     An unregistered shareholder is entitled to receive, at no consideration, via email link to the wording of the voting document and the position notice in the distribution site from a member of the stock exchange with which its shares are registered, unless the member of the stock exchange has notified that is wishes to receive a link as stated or wishes to receive voting documents via mail for a fee. Notice as stated regarding voting documents will also apply regarding receipt of position notices.

14.          Review of the voting documents

14.1.     One or more shareholders, who holds on the effective date shares in the rate constituting five percent (5%) or more of the total voting rights of the Company, and a person who holds a rate as stated of the total voting rights that are not held by the controlling shareholder of the Company as defined in Section 268 of the Companies Law, is entitled, itself or through an agent on its behalf, after the general meeting is convened, to review in the registered offices of the Company, during the customary working hours, the voting documents and voting list through the electronic voting systems, as set forth in Article 10 of the Regulations.

14.2.     It should be noted that the quantity of shares constituting five percent (5%) of the total voting rights of the Company (on an undiluted basis) is, as of the date of this immediate report, 1,757,105 ordinary shares of the Company, and that the quantity of shares constituting five percent (5%) of the total voting rights of the Company that are not held by a controlling shareholder (on an undiluted basis) is 1,088,922 ordinary shares of the Company.

15.          Change of the agenda

15.1.     After publication of this voting document, it is possible that changes may occur to matters on the agenda of the general meeting, including the addition of matters to the agenda, as position notices may be published. The updated agenda and position notices published in the Company’s reports (if there are any changes and/or position notices are published as stated), may be reviewed at the distribution site of the Securities Authority and website of the Tel Aviv Stock Exchange Ltd., set forth in Section 12 above.

15.2.     In the event that it is requested that a matter is added to the agenda of the general meeting by a shareholder of the Company, in accordance with Article 5a of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting of a Public Company and Addition of a Matter to the Agenda), 5760-2000, the board of directors of the Company will resolve that this matter is suitable to be discussed in the general meeting, the Company will publish an amended notice of the convening of this general meeting and an amended voting document will be published, by the date of the publication of the amended notice as stated.

16.          A shareholder will state his vote on the form in the second part of the voting document.

 

 

Voting Document - Part Two

Name of the Company: HBL - Hadasit Bio-Holdings Ltd.

The offices of the Company are located at (for the delivery of voting documents): The Biotechnology Park at the Hadassah Ein-Kerem Hospital, Jerusalem.

Company No. 513734590.

Meeting date:Thursday, August 6, 2015, at 12:00.

Type of general meeting: Special

Effective date: Thursday, July 9, 2015.

Shareholder Information

Name of the Shareholder: _________________________

Identity Number: _________________________

In the event that the shareholder does not have an Israeli Identity Number - Passport Number: ___________________________

Country of Issue: _________________________

Valid until: _________________________

If the shareholder is a corporation:

Corporation Number: _____________

Country of Incorporation: _________________________

 

An interested party, senior officer and institutional investor:

Are you an officer of the Company?

Yes

No

Are you an interested party in the Company?

Yes

No

Are you an institutional investor?

Yes

No

 

 

 

 

Number of matters on the agenda for the voting document

Matters on the agenda:

Manner of the vote

 

Regarding approval of the matters listed in Sections 3.1 through 3.6 on the agenda, pertaining to approval of the reappointment of Michal Sapir to the position of director of the Company, re-approval of granting the stock options not listed for trade of the Company to the chairman of the Company’s board of directors, approval of the research and development agreement, agreement of the consulting agreement with Hadasit and Prof. Elhalel, approval of the consulting agreement with Hadasit and Dr. Goldschmidt and approval of the consulting agreement with Prof. Naparstek (Sections 239(b), 267a(b) and 275 of the Companies Law, respectively) - are you a controlling shareholder and/or interested party in approval of the resolution?

For

Against

Abstaining

Yes*

No.

3.1

Approval of the reappointment of Ms. Michal Sapir to the position of external director of the Company, approval of her entitled to compensation, her inclusion within the insurance policy of officers of the Company and granting an exemption and indemnification undertaking, as customary in the Company.

 

 

 

 

 

3.2

Approval of granting stock options not listed for trade of the Company to the chairman of the Company’s board of directors

 

 

 

 

 

3.3

Approval of the engagement of KAHR with Hadasit and Prof. Michal Elhalel in an agreement for the performance of research and development, and approval of granting stock options not listed for trade of KAHR to the controlling shareholder of the Company and Prof. Michal Elhalel

 

 

 

 

 

3.4

Approval of the engagement of KAHR in the consulting agreement with Hadasit and Prof. Michal Elhalel

 

 

 

 

 

3.5

Approval of the engagement of KAHR in the consulting agreement with Hadasit and Dr. Neta Goldschmidt

 

 

 

 

 

3.6

Approval of the engagement of Protab in the consulting agreement with Hadasit and Prof. Yaakov Naparstek

 

 

 

 

 

 

 

 

 

Description of the nature of the relevant relationship:

 

____________________________________________________________________

 

____________________________________________________________________

 

 

____________________

____________________

Date

Signature

 

 

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Shareholders holding shares through a stock exchange member under Section 177(1) of the Companies Law - this vote will only be valid when accompanied by confirmation of ownership, excluding in cases in which the vote is through the system.

 

Shareholders who are registered in the Register of Shareholders of the Company - the voting document is valid only if accompanied by a photocopy of the identity document / passport / certificate of incorporation.

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