Hadasit Bio-Holdings

Press Releases

Written Vote under the Companies Regulations

Oct. 12, 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, place and time of convening:Special general meeting which will take place on Sunday, October 25 2015, at 12:00 AM at the Company's attorney's offices, Zysman, Aharoni and Co., on 41-45 Rothschild Street, Beit Zion building, 8th floor, Tel Aviv (hereinafter: "the Meeting"). If a legal quorum is not present, the general meeting will be postponed by one week to Sunday, November 1, 2015, and will take place at the same time and place (hereinafter: "Postponed 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 granting stock options not listed for trade of the Company to the CEO of the Company

Ms. Tamar Kfir has served as CEO of the Company as of January 1, 2014. On January 22, 2014, the general meeting of the Company’s shareholders approved the terms of employment of Ms. Kfir. For additional details regarding the terms of employment of Ms. Kfir, see the Company’s immediate report dated November 28, 2013 (reference no.: 2013-01-207075).

On August 30, 2015, in light of the Company’s financial state, the Company’s board of directors resolved to take a series of streamlining measures in order to significantly reduce the Company’s expenses (hereinafter: the “Streamlining Plan”).

Within the Streamlining Plan, it was resolved, inter alia, that as of September 2015, Ms. Kfir would reduce her monthly salary by a rate of 25% (excluding social contributions, which will be calculated based on her current salary in the amount of NIS 45 thousand (gross)), until aggregate capital is raised in the amount of USD 3 million, and provided that the Company’s cash flow enables operations for a period of 18 months in advance. Additionally, it was resolved to allocate unlisted options of the Company to Ms. Kfir, and to change the options granted to Ms. Kfir by this date.

In light of the above, on September 10, 2015, the Company’s board of directors resolved to allocate to Ms. Kfir 253,100 stock options not listed for trade of the Company, which are exercisable into 253,100 ordinary shares of the Company, par value NIS 0.05 each (hereinafter, in this subsection, the “Stock Options”), at an exercise price of 37.56 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 granting of options, in addition to 20%), in accordance with the terms listed in Section 3.1.2 of the invitation to the meeting.

Wording of the proposed resolution: “To approve the granting of 253,100 stock options that are not listed for trade of the Company at an exercise price of 37.56 agoras per Stock Option, and under the terms set forth in Section 3.1 of the invitation to the meeting.”

3.2.  Approval of changing the terms of the stock options not listed for trade of the Company granted to the CEO of the Company

Ms. Tamar Kfir has served as CEO of the Company as of January 1, 2014. In April 2014, Ms. Kfir was allocated 200,000 stock options not listed for trade of the Company, for her role as CEO of the Company. For additional details, see the immediate report dated April 8, 2014 (reference number: 2014-01-042159). Under the terms of the allocation, it was determined that the Stock Options as stated will vest during four years, as of January 1, 2014, in four equal parts (hereinafter: the “Stock Options Granted to Ms. Kfir”).

As of this date, 50,000 Stock Options Granted to Ms. Kfir have vested and are exercisable.

In light of the Company’s Streamlining Plan, set forth in Section 3.1 of the invitation to the meeting, the remuneration committee and board of directors of the Company approved the change to the terms of the Stock Options granted to Ms. Kfir, as follows:

3.2.1.All of the Stock Options Granted to Ms. Kfir vest immediately on the date on which the Company’s fund has cash in the amount of USD 2,500 thousand and in the case in which Ms. Kfir terminates her position in the Company involuntarily and not for cause, as set forth in the Agreement with Ms. Kfir.

3.2.2.In the event of the termination of Ms. Kfir’s employment in the Company (excluding in the case of resignation or termination for cause), Ms. Kfir will be entitled to exercise the Stock Options Granted to Ms. Kfir that have vested by the same time, during a period of 18 months from the termination of her employment as stated.

Proposed wording of the resolution: “To approve a change to the terms of the Stock Options Granted to Ms. Kfir in accordance with the terms set forth in Section 3.2 in the invitation to the meeting.”

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

Mr. Erlich has served as the Chairman of the Company’s board of directors as of August 31, 2014.

For his service as active Chairman of the Company’s board of directors, Mr. Erlich is entitled to performance based fixed and variable remuneration. For details regarding the terms of the engagement with Mr. Erlich, see Article 21(4) of Chapter D of the Company’s annual report for 2014 as of March 23, 2015, and the supplementary reports thereto, as published on May 31, 2015 and June 29, 2015 (reference numbers: 2015-01-058795, 2015-01-035934 and 2015-01-059916, respectively).

On August 30, 2015, in light of the Company’s financial state, the Company’s board of directors resolved to take a series of streamlining measures in order to significantly reduce the Company’s expenses. Within the Streamlining Plan, it was resolved that as of September 2015, and for a period of three months, Mr. Erlich’s monthly salary will be cut by 25%. For additional details regarding the Company’s Streamlining Plan, see the Company’s immediate report dated August 31, 2015 (reference no.: 2015-01-110595).

In light of the above and in order to keep the chairman of the board of directors in his position, on September 10, 2015, the Company’s remuneration committee and board of directors resolved to grant 72,950 stock options not listed for trade of the Company, which are exercisable into 72,950 ordinary shares of the Company, par value NIS 0.05 each (hereinafter, in this subsection, the “Stock Options”), at an exercise price of 37.56 agoras per Stock Option (which reflects an average weighted 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 granting of options, in addition to 20%), in accordance with the terms listed in Section 3.3 of the invitation to the meeting.

Wording of the proposed resolution: “To approve the granting of 72,950 stock options that are not listed for trade of the Company at an exercise price of 37.56 agoras per Stock Option, and under the terms set forth in Section 3.3 of the invitation to the meeting.”

3.4.  Approval of changing the terms of the stock options not listed for trade of the Company granted to the Chairman of the Board of Directors of the Company

In July 2014, Mr. Erlich was allocated 140,000 stock options not listed for trade of the Company, for his service as chairman of the Company’s board of directors.  Under the terms of the options agreement, it was determined that the options would vest during four years, as of May 20, 2014, in four equal parts (hereinafter: the “Stock Options Granted to Mr. Erlich”).

As of this date, 35,000 Stock Options Granted to Mr. Erlich have vested and are exercisable.

In light of the Company’s Streamlining Plan, set forth in Section 3.3 of the invitation to the meeting, the remuneration committee and board of directors of the Company approved the change to the terms of the Stock Options granted to Mr. Erlich, such that after the change, the Stock Options Granted to Mr. Erlich would vest immediately in the case of a sale of the Company or merger, excluding in the case of a sale or merger as stated to the Company’s controlling shareholder.

Proposed wording of the resolution: “To approve a change to the terms of the Stock Options Granted to Mr. Erlich in accordance with the terms set forth in Section 3.4 in the invitation to the meeting.”

3.5.  Approval of granting stock options not listed for trade of Enlivex Therapeutics Ltd. to the CEO of the Company and chairman of the board of directors

Mr. Yigal Erlich and Ms. Tamar Kfir serve as directors on behalf of the Company in Enlivex Therapeutics Ltd., a subsidiary of the Company held in a rate of 25.83% (on an undiluted basis) by the Company (hereinafter: “Enlivex”).

On January 6, 2015, the board of directors of Enlivex approved granting 274,679 stock options not listed for trade of Enlivex for each of the directors serving in Enlivex (hereinafter: the “Stock Options of Enlivex”).  The stock options of Enlivex will vest and be exercisable into ordinary shares of Enlivex, par value NIS 0.01 each, in four equal parts, as of January 6, 2016, at an exercise price of USD 0.13 for each stock option of Enlivex.

In light of the above, on June 17, 2015, the remuneration committee and board of directors of the Company approved, subject to approval of the general meeting convened in accordance with this immediate report, granting stock options of Enlivex to Mr. Erlich and Ms. Kfir.

The resolutions regarding each of Mr. Yigal Erlich and Ms. Tamar Kfir will be performed separately.

Wording of the proposed resolution:

(a)    “To approve granting 274,679 stock options that are not listed for trade of Enlivex to Mr. Yigal Erlich, for his service as a director of Enlivex.”

(b)   “To approve granting 274,679 stock options that are not listed for trade of Enlivex to Ms. Tamar Kfir, for her service as a director of Enlivex.”

3.6.  Approval of granting stock options not listed for trade of KAHR Medical (2005) Ltd. to the CEO of the Company

Ms. Tamar Kfir serves as a director on behalf of the Company in Kahr Medical (2005) Ltd., a subsidiary of the Company held in a rate of 48.91% (on an undiluted basis) by the Company (hereinafter: “Kahr”).

On September 15, 2014, the board of directors of Kahr approved granting 9,886 stock options not listed for trade of Kahr for each of the directors serving in Kahr (hereinafter: the “Stock Options of Kahr”).  The stock options of Kahr will vest and be exercisable into ordinary shares of Kahr, par value NIS 0.01 each, in three equal parts, as of September 15, 2015, at an exercise price of USD 3.62 for each stock option of Kahr.

In light of the above, on June 17, 2015, the remuneration committee and board of directors of the Company approved, subject to approval of the general meeting convened in accordance with this immediate report, granting stock options of Kahr to Ms. Kfir.

Proposed resolution: “To approve granting 9,886 stock options not listed for trade of Kahr to Ms. Tamar Kfir, for her service as a director of Kahr.”

3.7.  Approval of the appointment of Mr. Baruch Halpert for the role of director of the Company

It is proposed to appoint Mr. Baruch Halpert to the position of director of the Company in Group 3, in accordance with Section 96 of the Company’s bylaws, for a period of three years beginning on the date of the approval of the appointment by the general meeting convened by this immediate report.”

Before the meeting was convened, Mr. Halpert announced his qualifications for service as a director, and that he has the skills and ability required to devote the proper time to the performance of his role, in accordance with Section 224b(a) of the Companies Law. A copy of the declaration of Mr. Halpert is attached as part of Appendix A of this immediate report.

For details regarding Mr. Halpert, in accordance with Article 26 of the Securities Regulations:

Name

Baruch Halpert

ID number:

22683395

Date of birth:

9.8.1966

An address for delivery of court documents:

Yosef Pa'amoni st. 4, Tel Aviv

Citizenship:

Israeli.

Membership in committee or committees of the Board:

No

Is this board member is an external director;

No

The director is an employee of the corporation, of a subsidiary or an affiliate thereof, or any interested party therein:

Serves as director of the controlling shareholder.

Date of start of tenure:

Date of approval of the meeting convened under this immediate report.

Has accounting and financial expertise / professional qualifications / is an external expert director:

No

independent director:

No

Education:

(LLB)

Employment in the past 5 years:

·         Chairman and CEO of Nanomaterials between 2011-2013.

·         Chairman of Oneg Hacarmel Ltd. between 2010-2014.

·         Managing partner in MDM Holdings as of 2014.

·         Managing Partner - Sapphire Capital - Business Consulting;

·         Recovery of Nanomaterials and Oneg Hacarmel Ltd.

Serves as a director of the following companies:

·         Euronet Securities Inc. (since 1998)

·         Hadasit Research and Development Services (as of 2011).

·         MDM Holdings Ltd. (from 2014)

Related Party

No

Independent authorized signatory in the company:

No

Does the Company consider the director to have accounting and financial expertise for compliance with the minimum number determined by the board of directors?

No

Proposed resolution: “To appoint Mr. Halpert to the position of director of the Company in Group 3, for a period of three years beginning on the date of the approval of the appointment by the general meeting convened by this immediate report.”

3.8.  Approval of the appointment of Adv. Oren Levy for the role of director of the Company

It is proposed to approve the appointment of Adv. Oren Levy to the position of director of the Company in Group 3, in accordance with Section 96 of the Company’s bylaws, for a period of three years beginning on the date of the approval of the appointment by the general meeting convened by this immediate report.”

Before the meeting was convened, Adv. Levy announced his qualifications for service as a director, and that he has the skills and ability required to devote the proper time to the performance of his role, in accordance with Section 224b(a) of the Companies Law. A copy of the declaration of Mr. Halpert is attached as part of Appendix A of this immediate report.

For details regarding Mr. Halpert, in accordance with Article 26 of the Securities Regulations:

Name

Oren Levy

ID number:

012299616

Date of birth:

10.12.1968

An address for delivery of court documents:

HaMidron 3, Herzliya

Citizenship:

Israeli

Membership in committee or committees of the Board:

No

Is this board member is an external director;

No

The director is an employee of the corporation, of a subsidiary or an affiliate thereof, or any interested party therein:

Deputy CEO of Hadassah.

Date of start of tenure:

Date of approval of the meeting convened under this immediate report.

Has accounting and financial expertise / professional qualifications / is an external expert director:

No

independent director:

No

Education:

·           BA in Accounting from Tel Aviv University.

·         Bachelor of Laws (LL.B), Interdisciplinary Center of Herzliya.

Employment in the past 5 years:

·           CEO of the Nuriel and Sons Group Ltd. during 2005-2014.

·         Deputy CEO of Hadassah as of 2014.

Serves as a director of the following companies:

·           Hadasit Research and Development Services as of 2014.

·           Fritz Israel between 2006-2014.

·         Solangia between 2009-2014.

Related Pary

No

Independent authorized signatory in the company:

No

Does the Company consider the director to have accounting and financial expertise for compliance with the minimum number determined by the board of directors?

No

Proposed resolution: “To appoint Adv. Oren Levy to the position of director of the Company in Group 3, for a period of three years beginning on the date of the approval of the appointment by the general meeting convened by this immediate report.”

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 ­­­­­­3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 above regarding

Approval of granting stock options not listed for trade of the Company to the CEO of the Company, Approval of changing the terms of the stock options not listed for trade of the Company granted to the CEO of the Company,   Approval of granting stock options not listed for trade of the Company to the chairman of the Company’s board of directors, Approval of changing the terms of the stock options not listed for trade of the Company granted to the Chairman of the Board of Directors of the Company, Approval of granting stock options not listed for trade of Enlivex Therapeutics Ltd. to the CEO of the Company and chairman of the board of directors, Approval of granting stock options not listed for trade of KAHR Medical (2005) Ltd. to the CEO of the Company Is stated in Section 267 (b) (1) or (2) of the Companies Law, I.e. a regular majority of votes of the shareholders participating in the meeting, without considering abstentions votes, provided that one of the following is met:

a.       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);

b.      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 Sections3.7 and 3.8 above regarding the approval of the appointment of Mr. Halpert Levy for the role of company directors is a regular majority.

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 Sunday, October 25, 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 Sunday, October 25, 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

a.         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”).

b.        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

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

b.        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

a.         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.

b.        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, 1,874,306ordinary 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 1,166,978 ordinary shares of the Company.

15.         Change of the agenda

a.         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.

b.        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: Sunday, October 25, 2015, at 12:00.

Type of general meeting: Special.

Effective date: Sunday, September 29, 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[1]?

Yes

No

Are you an interested party[2]in the Company?

Yes

No

Are you an institutional investor[3]?

Yes

No

 

 

 

Number of matters on the agenda for the voting document

Matters on the agenda:

 

 

 

 

 

 

 

 

 

 

 

Manner of the vote[4]

 

 

 

 

 

 

 

 

 

Regarding approval of the matters listed in Sections 3.1 through 3.6 on the agenda, in accordance with sections 267a(b)(1) or (2) of the Companies Law,   are you a controlling shareholder and/or interested party in approval of the resolution[5]?

For

Against

Abstaining

Yes*

No.

3.1

Approval of granting stock options not listed for trade of the Company to the CEO of the Company

 

 

 

 

 

3.2

Approval of changing the terms of the stock options not listed for trade of the Company granted to the CEO of the Company

 

 

 

 

 

3.3

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

 

 

 

 

 

3.4

Approval of changing the terms of the stock options not listed for trade of the Company granted to the Chairman of the Board of Directors of the Company

 

 

 

 

 

3.5

Approval of granting stock options not listed for trade of Enlivex Therapeutics Ltd. to the CEO of the Company

 

 

 

 

 

3.5

Approval of granting stock options not listed for trade of Enlivex Therapeutics Ltd. to the chairman of the board of directors of the Company

 

 

 

 

 

3.6

Approval of granting stock options not listed for trade of KAHR Medical (2005) Ltd. to the CEO of the Company

 

 

 

 

 

3.7

Approval of the appointment of Mr. Baruch Halpert for the role of director of the Company

 

 

 

 

 

3.8

Approval of the appointment of Adv. Oren Levy for the role of director of the Company

 

 

 

 

 

 

Description of the nature of the relevant relationship:

 

____________________________________________________________________

 

____________________________________________________________________

 

 

____________________

____________________

Date

Signature

 

 

 

1

2

3

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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.

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



[1]"Senior officer of the Company" as defined in Art. 37(d) to The Security Law, 1968- 5728 (Hereinafter: "Security Law").

[2]"Interested Party" as defined in Art. 1 to the Security Law.

[3]Institutional Investoras defined in the Regulation of Supervision of Financial Services (Pension Funds) (participation of management company in general meeting) 2009- 5769; and manager of a mutual funds as defined in the Joint Investment Trust 1994-5754.  

[4]Failure to mark deemed as avoiding a vote on the subject

[5]Non-marking this column or marking "Yes" without specifying will lead to vote not being calculated. There is no need to elaborate a personal interest in approving the appointment that is not a result of contact with the controlling shareholder

 Elaborate

 
 

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