Hadasit Bio-Holdings

Press Releases

Written Vote under the Companies Regulations

Feb. 21, 2016
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

2.1.       General meeting of Company (Series 8) option holders (hereinafter: the “Option Holders Meeting”).

2.2.       General meeting of Company shareholders (hereinafter: the “Shareholders Meeting”).

The Option Holders Meeting and Shareholders Meeting shall collectively be known as the “Meetings.”

3.      Meeting – Time and Place

3.1.       The Option Holders Meeting will be held at 12:00 on Monday, March 14, 2016 at the offices of the Company’s legal counsel, Zysman, Aharoni, Gayer & Co., at 41-45 Rothschild Street, Bet Zion building, Floor 8, Tel Aviv.

3.2.       The Shareholders Meeting will be held at 12:45 on Monday, March 14, 2016 at the offices of the Company’s legal counsel, Zysman, Aharoni, Gayer & Co., at 41-45 Rothschild Street, Bet Zion building, Floor 8, Tel Aviv.

4.      Effective Date: anyone holding options and/or shares in the Company, as applicable, on Sunday, February 28, 2016 is eligible to participate and vote in the Meetings, as applicable.

5.      Postponed Meeting: if either of the Meetings is postponed for lack of quorum, the postponed Meeting will be held one week later, on Monday, March 21, 2016, at the same time and place (hereinafter: the “Postponed Meeting”).

6.      Agenda to be Voted On at the Meetings by Means of this Ballot:

Approval of an arrangement under section 350 of the Companies Law, 5759-1999 (hereinafter: the “Companies Law”) according to which (a) the (Series 8) option exercise period will be extended by an additional three months, so that the final option exercise date will be on June 30, 2016 (inclusive), and (b) the (Series 8) option exercise price will be reduced, so that each (Series 8) option may be exercised into one ordinary share at a price of NIS 0.36 (non-linked) instead of an exercise price of NIS 0.75 (non-linked) (hereinafter: the “Proposed Arrangement”).

 

7.      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.

 

8.      Required Majority for Approval of the Resolution

8.1.       The required majority for the approval of the resolution on the agenda of the Option Holders Meeting and the Postponed Meeting, as defined below, is the majority set forth in section 350(i) of the Companies Law, i.e. the majority of the voting participants in the meeting (not including abstentions) that collectively hold 75% of the value represented at the meeting.

8.2.       The required majority for the approval of the resolution on the agenda of the Shareholders Meeting and the Postponed Meeting, as defined below, is the majority set forth in section 275(a)(3) of the Companies Law, i.e. a regular majority of the voting shareholders present at the meeting, not including abstentions, but provided that one of the following applies:

(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.

8.3.       It is hereby clarified that in addition to the approval of the meetings convened pursuant to this immediate report, the proposed resolution is subject to approval of the court.

9.      Ballot Validity and Confirmation of Ownership

9.1.       This ballot shall be valid only if attached to a confirmation of ownership, or if confirmation of share and/or (Series 8) option ownership, as applicable with regard to the relevant meeting, has been transmitted to the Company via the electronic voting portal.

9.2.       An unlisted shareholder and/or (Series 8) option holder may receive confirmation of ownership at the offices of the TASE member or by mail, if so requested. A request to this effect shall be granted in advance to a particular securities account. In addition, an unlisted shareholder and/or (Series 8) option holder may instruct that the confirmation of ownership be transmitted to the Company by means of the electronic voting portal.

9.3.       An unlisted shareholder and/or (Series 8) option holder may also vote by means of the electronic voting portal.

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.

9.4.       It is hereby noted that in Part B of this ballot – “Voting Method,” specific boxes are reserved for you to mark whether or not you are a shareholder and/or (Series 8) option holder, as applicable, insofar as you intend to participate in the (Series 8) Option Holders Meeting and/or the Shareholders Meeting

A (Series 8) option holder and/or shareholder, as applicable, who does not mark whether or not he/she is a shareholder and/or option holder in the Company and does not designate the number of shares and/or options he/she holds in the Company, if any, shall not be counted in the voting.

10.    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 Monday, March 14, 2016, regarding the Option Holders Meeting and until 6:45 on Monday, March 14, 2016,regarding the Shareholders Meeting.

 

11.    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 meeting is convened, i.e. until 8:00 Monday, March 14, 2016, regarding the Option Holders Meeting and until 8:45 on Monday, March 14, 2016,regarding the Shareholders Meeting.

 

12.    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.

 

13.    Position notice and response of the board of directors

 

The deadline for providing a position notice to the Company is five (5) days after the Effective Date, as defined below (hereinafter: "The deadline for submitting position notices by shareholders").

 

The deadline for providing the response of the board of directors to position notices is no later than two (2) days after the deadline for submitting position notices by shareholders.

 

14.    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

 

15.    Receipt of a voting document and position notice

 

15.1.   A shareholder and/or (Series 8) option ownership may contact the Company directly and receive, at no consideration, the wording of the voting document and position notices.

15.2.   An unregistered shareholder and/or (Series 8) option ownership 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.

 

16.    Ballot Perusal

16.1.   Following the convention of the general meeting of shareholders and/or (Series 8) option holders, as applicable with respect to the type of meeting, one or more shareholders and/or (Series 8) option holders, as applicable with respect to the type of meeting, holding, as of the effective date, shares and/or (Series 8) options constituting 5% or more of the total voting rights associated with the shares and/or (Series 8) options, as applicable with respect to the type of meeting, as well as anyone holding such ratio of the total voting rights not held by the Company’s controlling shareholder, as such term is defined in section 268 of the Companies Law, may, individually or by proxy, peruse the ballots submitted to the Company and the voting protocols generated by means of the electronic voting portal at the Company’s registered offices, all as set forth in Regulation 10 of the Regulations.

16.2.   It is hereby noted that the number of shares and/or (Series 8) options constituting 5% of the total voting rights in the Company (not fully diluted) is 3,121,006 and 329,320, respectively, and the number of shares and/or (Series 8) options constituting 5% of the total voting rights not held by the Company’s controlling shareholder (not fully diluted) is 515,965 and 136,720, respectively.

17.    Change of the agenda

 

17.1.   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.

 

17.2.   In the event that it is requested that a matter is added to the agenda of those meetings by a shareholder and/or (Series 8) option ownership 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 those meetings, the Company will publish an amended notice of the convening of a shareholders meeting and/or (Series 8) option ownership meeting and an amended voting document will be published, by the date of the publication of the amended notice as stated.

 

18.    A shareholder and/or (Series 8) option ownership will state his vote on the form in the second part of the voting document.

 

 

Appendix A

Voting Document - Part Two

Ballot – (Series 8) Company Option Holder

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: Monday, March 14, 2016, at 12:00.

Type of General Meeting: Class meeting, Company (Series 8) option holders.

Effective date: Sunday, February 28, 2016.

(Series 8) Option Holder – Information:

Name of (Series 8) Option Holder: ___________________

Identity Number: _________________________

In the event that the (Series 8) Option Holderdoes not have an Israeli Identity Number - Passport Number:___________________________

Country of Issue: _________________________

Valid until:_________________________

If the (Series 8) Option Holderis a corporation:

Corporation Number:_____________

Country of Incorporation:_________________________

 

Matters on the agenda

Manner of the vote

Do you own shares in the company as of the Effective Date?

For

Against

Abstaining

Yes

No

Approval of an arrangement under section 350 of the Companies Law, according to which (a) the (Series 8) option exercise period will be extended by an additional three months, so that the final option exercise date will be on June 30, 2016 (inclusive), and (b) the (Series 8) option exercise price will be reduced, so that each (Series 8) option may be exercised into one ordinary share at a price of NIS 0.36 (non-linked).

 

 

 

 

 

 

 

 

If you are a shareholder in the Company, please note the number of shares you hold:

As of the effective date, I hold _______ shares in the Company.

____________________

____________________

Date

Signature

 

 

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For (Series 8) option holders holding (Series 8) options through a TASE member – this ballot is only valid when attached to a confirmation of ownership, unless voting was completed through the portal.

For (Series 8) option holders registered in the Company’s option register – this ballot is only valid when attached to a Identity Card/passport/certificate of incorporation.

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Appendix A

Voting Document - Part Two

Ballot – Company Shareholders

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: Monday, March 14, 2016, at 12:45.

Type of General Meeting: Special.

Effective date: Sunday, February 28, 2016.

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: _________________________

Matters on the agenda

Manner of the vote

Do you own (Series 8) optionin the company as of the Effective Date?

For

Against

Abstaining

Yes

No

Approval of an arrangement under section 350 of the Companies Law, according to which (a) the (Series 8) option exercise period will be extended by an additional three months, so that the final option exercise date will be on June 30, 2016 (inclusive), and (b) the (Series 8) option exercise price will be reduced, so that each (Series 8) option may be exercised into one ordinary share at a price of NIS 0.36 (non-linked).

 

 

 

 

 

 

 

 

If you are a Company (Series 8) option holder, please note the number of (Series 8) options you hold:

As of the effective date, I hold _______ (Series 8) Company options.

____________________

____________________

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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