Hadasit Bio-Holdings

Press Releases

Written Vote under the Companies Regulations

Jun. 8, 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, place and time of convening:Special Annual General Meetingwhich will take place on Tuesday, July 5 2016, at 10:00 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 special annual general meetingwill be postponed by one week to Tuesday, July 12, 2016, 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.   Proposal to approve the re-appointment of the company auditor, and to authorize the board of directors to determine the 2016 compensation for that position

It is hereby proposed to appoint the firm Brightman Almagor Zohar & Co., Certified Public Accountants, as the auditor for the company until the next annual general meeting, and to authorize the company board of directors to determine the compensation due to the auditor in 2016.

Text of the proposed resolution: “To appoint the firm Brightman, Almagor, Zohar & Co., Certified Public Accountants, as the auditor for the company until the next annual general meeting, and to authorize the company board of directors to determine the compensation due to the auditor in 2016”.

3.2.   Approval to change the stock-option terms for Mr. Yigal Erlich, a director for the company

Mr. Erlich has been serving on the board of directors since March 26, 2014, and as chairman of the board since September 1, 2014. On May 3, 2016 Mr. Erlich announced his intention to step down as the chairman of the board and the company, as well as his intention to step down as a director for the company effective July 15, 2016.

As of the date of this voting paper, Mr. Erlich has received a total of 212,950 company stock options, exercisable to purchase common company shares nominally valued at NIS 0.05 each (henceforth: the stock options). 140,000 stock options are exercisable at NIS 1.367 each, and 72,950 are exercisable at NIS 0.3756 each.

As of July 15, 2016, a total of 70,000 stock options will mature and become exercisable at NIS 1.367  The stock options were allocated based on the company’s stock-option program, approved by the company board of directors on February 12, 2014 (henceforth: the Stock-Options Program).

For more information of the rest of the stock-option terms see the company’s immediate reports from May 27, 2014 (reference numbers: 2014-01-075291, 2015-01-122526, accordingly). The above information is for reference purposes.

Based on the above and on reasons set henceforth, the following changes to the stock-options terms for Mr. Erlich are proposed for approval:

·           Acceleration for immature stock options: A total of 142,950 stock options, immature as of the date of this voting paper, will mature immediately upon approval of the stock-option terms by the general meeting called upon in this voting paper.

·           Extension of the stock-option exercise period: All 212,950 will be exercisable for a period of 24 months, from the date of approval by the general meeting of the change of terms for the stock options.

Text of the proposed resolution: “To approve the change of stock-option terms for Mr. Erlich pursuant to paragraph 3.3 of the general-meeting notice”.

3.3.   Approval of extension and amendment of the research and development agreement between KAHR, and Hadasit and Prof. Michal Elhalel-Dranitzky

 

KAHR develops innovative cancer and autoimmune-disease treatments, based among others on discoveries made by Prof. Michal Elhalel-Dranitzky in her lab at Hadassah Medical Center. As of the date of this voting paper, Prof. Elhalel is serving as the chief scientist for KAHR.

In January 2009 KAHR contracted with Prof. Elhalel under a research and development agreement (henceforth: the R&D Agreement) Over the course of the years, KAHR signed several extensions of the R&D Agreement – including one in February 2014, when the R&D Agreement was extended until 2016. For more information on the terms of the R&D Agreement see paragraph 6.1 of the general-meeting notice.

On March 7, 2016 KAHR board of directors approved an amendment to the R&D Agreement effective immediately upon approval by the general meeting (henceforth: the Amendment to the R&D Agreement). The following is a summary of its terms:

·           Term of the amendment to the agreement and the services:The R&D Agreement will be extended until December 31, 2018, and its terms will remain effective, with the exception of the amendments set henceforth.

·           Consideration:The consideration to Hadasit in return for services as per the original agreement included the payment of the total cost of the services as determined periodically based on a pre-agreed budget, with the addition of 20% overhead for consulting and 25% overhead for the remaining expenses arising from the R&D Agreement. The Amendment to the R&D Agreement sets the payment at cost +14% management fees (henceforth: the Management Fees). The overhead expenses remain unchanged, and will be calculated on the basis of the Management Fees and in addition to the same.

Additionally, the Amendment to the R&D Agreement stipulates that if, in the course of 2017 and until the end of 2018, a patent application is submitted on behalf of KAHR with Prof. Elhalel as the inventor, KAHR will issue Hadasit and Prof. Elhalel jointly a total of 67,405 stock options to be exercised to purchase common shares nominally valued NIS 0.001 each, at USD 5.208441, under terms and milestones stipulated by the Amendment to the R&D Agreement. 40% of the stock options will be allocated to Prof. Elhalel, and the remainder to Hadasit.

·           Intellectual Property:The IP rights arising from the research as above will be held by KAHR. Neither Hadasit nor Prof. Elhalel will hold no such IP rights as above.

According to position no.101-1 of the Israel Securities Authority, a transaction between a controlling interest in a company with a subsidiary of that company is equivalent to a transaction between the company and its controlling interest (henceforth: the ISA Position).

Text of the proposed resolution: “To approve the amendment to the R&D Agreement between KAHR, and Hadasit (which has controlling interest in the company) and Prof. Michal Elhalel-Dranitzky, as well as the extension thereof until December 31, 2018 subject to the provisions of paragraph 3.4 in the general-meeting notice”.

 

 

3.4.   Approval of extension and amendment of the consulting agreement between KAHR, and Hadasit and Prof. Michal Elhalel-Dranitzky

 

KAHR develops innovative cancer and autoimmune-disease treatments, based among others on discoveries made by Prof. Michal Elhalel-Dranitzky in her lab at Hadassah Medical Center. As of the date of this voting paper, Prof. Elhalel is serving as the chief scientist for KAHR.

In July 2011, KAHR contracted with Hadasit and Prof. Elhalel under a consulting agreement (henceforth: the Consulting Agreement), and in October 2013, KAHR signed an amendment to the Consulting Agreement. For more information on the terms of the Consulting Agreement see paragraph 6.2 of the general-meeting notice.

On March 7, 2016, KAHR board of directors approved an amendment to the Consulting Agreement effective immediately upon approval by the general meeting (henceforth: the Amendment to the Consulting Agreement). The following is a summary of its terms:

·           Term of the amendment to the agreement and the services:The Consulting Agreement will be extended until December 31, 2018, and its terms will remain effective, with the exception of the amendments set henceforth.

·           Consideration:It was also agreed that in addition to the monthly payment of USD 3,000 to Hadasit and Prof. Elhalel as stipulated in the Consulting Agreement, if in the course of 2017 and until the end of 2018, a patent application is submitted on behalf of KAHR with Prof. Elhalel as the inventor, KAHR will issue Hadasit and Prof. Elhalel jointly a total of 67,405 stock options to be exercised to purchase common shares nominally valued NIS 0.001 each, at USD 5.208441, under terms and milestones stipulated by the Amendment to the Consulting Agreement. 40% of the stock options will be allocated to Prof. Elhalel, and the remainder to Hadasit.

Text of the proposed resolution: “To approve the amendment to the Consulting Agreement between KAHR, and Hadasit (which has controlling interest in the company) and Prof. Michal Elhalel-Dranitzky, and the extension thereof until December 31 2018 subject to the provisions of paragraph 3.5 in the general-meeting notice”.

3.5.   Approval of KAHR contract with Hadasit and Dr. Neta Goldschmidt under a medical-trial agreement

 

Dr. Neta Goldschmidt is a senior physician in the Department of Hematology at the Hadassah Medical Center.

It is hereby proposed to approve the KAHR contract with Hadasit and Dr. Goldschmidt, where Dr. Goldschmidt will conduct, on behalf and for KAHR, a clinical trial testing the safety, the sensitivity and the anti-cancer activity of the KAHR-102 protein in lymphoma patients (henceforth in this subparagraph: the Agreement and the Clinical Trial, accordingly). The following is a summary of its terms:

·           The services: Dr. Goldschmidt will be directly in charge of the Clinical Trial on behalf of KAHR.

·           Term of the Agreement:The Agreement is for a period between its signing by the parties and until the conclusion of the Clinical Trial as per its protocol. Notwithstanding the above, each party may terminate the Agreement under circumstances stipulated therein.

·           Consideration:In exchange for the Clinical Trial as per the Agreement, Hadasit will be entitled to a total payment of up to USD 105 thousand (plus VAT), to be paid subject to milestones and activities of the Clinical Trial, as agreed by the parties in the Agreement.

·           Intellectual Property:The IP rights arising from the Clinical Trial will be held by KAHR. Neither Hadasit nor Dr. Goldschmidt will hold no such IP rights as above.

Text of the proposed resolution: “To approve the KAHR contract with Hadasit (which has controlling interest in the company) and Dr. Goldschmidt, subject to the provisions of paragraph 3.6 in the general-meeting notice”.

3.6.   Approval of KAHR contract with Hadasit and Prof. Gail Amir under a consulting agreement

 

Prof. Gail Amir is employed by the Hadassah organization, which has a controlling interest in Hadasit.

It is hereby proposed to approve the KAHR agreement with Hadasit and Prof. Amir, where Prof. Amir will conduct, on behalf and for KAHR, services connected with analysis of pathology imaging (henceforth in this subparagraph: the Agreement). The following is a summary of its terms:

·           The services: Prof. Amir will be in charge of scientific consulting services for KAHR, connected with reading and analysis of pathology images containing immunohistochemical stains, in patients participating in the I/IIa trial phase for the KAHR product KAHR-102.

·           Term of the Agreement:The Agreement is for a period between its signing by the parties and until the conclusion of the services. The Agreement is expected to become effective after it has been approved by the general meeting. Additionally, each party may terminate the Agreement under circumstances stipulated therein.

·           Consideration:In exchange for the services as per the Agreement, Hadasit will be entitled to the hourly payment of NIS 1,118 (plus VAT), to be paid subject to terms agreed by the parties in the Agreement.

·           Intellectual Property:The IP rights arising from the services as per the Agreement will be held by KAHR. Neither Hadasit nor Prof. Amir will hold no such IP rights as above.

Text of the proposed resolution: “To approve the KAHR contract with Hadasit (which has controlling interest in the company) and Prof. Amir, under the Consulting Agreement and subject to the provisions of paragraph 3.7 in the general-meeting notice”.

3.7.   Approval to allocate KAHR stock options to Hadasit and to Prof. Michal Elhalel-Dranitzky

 

On February 15, 2016, KAHR allocated to Hadasit and to Prof. Michal Elhalel-Dranitzky stock options exercisable to purchase common KAHR shares nominally valued at NIS 0.001 each (henceforth: the stock options), under the following terms:

·           Number of stock options: 4,631 stock option to Hadasit and 27,784 to Prof. Michal Elhalel-Dranitzky (henceforth, separately: the number of stock options).

·           The exercise price: USD 5.208441 for each stock option.

·           Terms of stock options identical to those of Hadasit and of Prof. Elhalel: 33% of the stock options will mature and become exercisable on February 15, 2017. The remaining balance will mature and become exercisable in eight (8) equal parts at the end of each quarter, starting with the quarter following February 15, 2017, for a period of two years. The stock options will become exercisable provided on each exercise date Hadasit and/or Prof. Elhalel, accordingly, continue providing services to KAHR. All other stock-option terms will be subject to the KAHR stock-option program.

Text of the proposed resolution: “To approve the issue of 4,631 stock options by KAHR to Hadasit, and of 27,784 stock options by KAHR to Prof. Michal Elhalel-Dranitzky, pursuant to paragraph 3.8 of the general-meeting notice”.

3.8.   Approval to appoint Mr. Erez Meltzer as a director for the company

3.8.1.          It is hereby proposed to appoint Mr. Erez Meltzer (henceforth: Mr. Meltzer) as a director for the company in group no. 1, pursuant to paragraph 86 in the company articles of incorporation, for a period of three years from the approval of the appointment by the general meeting.

3.8.2.          Note: pursuant to paragraph 224b(a) of the 1999 Companies Law (henceforth: the Companies Law), Mr. Meltzer declared that he is qualified to serve as a director, and that he possesses the capabilities and the time demanded by the position, and expanded on his qualifications. A copy of the declaration by Mr. Meltzer is attached as Appendix 2 to the general-meeting notice.

3.8.3.          As of the appointment date, Mr. Meltzer will entitled to compensation for his service as a director. The company will include Mr. Meltzer in its directors and officers liability insurance, and will provide Mr. Meltzer wit letter of undertaking to indemnify as customary with the company, and as per paragraph‎ 3.9henceforth.

Text of the proposed resolution: “To appoint Mr. Erez Meltzer as a director for the company in group no. 1, for a period of three years from the approval of the appointment by the general meeting”.   

3.9.   Approval to issue a letter of undertaking to indemnify to the serving directors: Mr. Baruch Halpert and Mr. Oren Levy; also to Mr. Erez Meltzer (subject to the approval by the general meeting of his appointment as a director for the company, as per paragraph3.8above)     

3.9.1.          Mr. Baruch Halpert and Mr. Oren Levy have been appointed as directors for the company on September 20, 2015. As of the date of this voting paper, these directors have not been issued a letter of undertaking to indemnify.

3.9.2.          Paragraph ‎3.8above contains the proposal for the general meeting to approve the appointment of Mr. Erez Meltzer as a director (henceforth: the approval of appointment by the meeting).

3.9.3.          In light of the above it is hereby proposed to issue a letter of undertaking to indemnify as is customary with the company to Mr. Baruch Halpert and to Mr. Oren Levy; and to Mr. Erez Meltzer, where his case is subject to the approval of appointment by the meeting.

3.9.4.          To clarify, the voting on each person – namely, Mr. Baruch Halpert, Mr. Oren Levy, and Mr. Erez Meltzer (subject to the approval by the general meeting of the appointment of the latter) will be separate.

Text of the proposed resolution: It is hereby proposed to issue a letter of undertaking to indemnify as is customary with the company to Mr. Baruch Halpert and to Mr. Oren Levy; and to Mr. Erez Meltzer, where his case is subject to the approval of appointment by the meeting, as per paragraph 3.11 in the general-meeting notice”.

4.    The majority required to pass resolutions

  

        4.1.         The majority required in the general meeting and in the deferred general meeting for the approval of resolutions proposed in paragraphs ‎3.1and ‎3.8above is a simple majority of the total votes by the shareholders present and voting in the general meeting.

        4.2.         The majority required in the general meeting and in the deferred general meeting for the approval of the resolution proposed in paragraph ‎3.2above, namely the amendment of the stock-option terms for Mr. Yigal Erlich, is a majority as per paragraphs 273(b) and 267a(b) in the Companies Law – i.e. a simple majority of the votes by shareholders present and voting in the general meeting, provided one of the following conditions holds:

(1)     The majority vote count in the meeting includes the majority of the total votes by voting shareholders who have no controlling interest in the company, and who have no personal interest in the approval of the proposal (the count of the total votes by shareholders as above will not include the abstained);

(2)     The total votes “against” among the shareholders as per subparagraph (1) will not exceed two percent (2%) of the totality of voting rights in the company.

        4.3.         The majority required in the general meeting and in the deferred general meeting for the approval of the resolution proposed in paragraphs ‎3.3, ‎3.4, ‎3.5, ‎3.6, ‎3.7and ‎3.9above, namely the contracts by KAHR, a subsidiary of a company controlled by the company, with Hadasit, which has controlling interest in the company and its representatives; as well as the issuance of exemption and indemnity letters to the company directors, is a majority as per paragraph 257(a)(3) in the Companies Law – i.e. a simple majority of the votes by shareholders present and voting in the general meeting, provided one of the following conditions holds:

(3)     The majority vote count includes the majority of the votes by shareholders who have no personal interest in the approval of the proposal (the count of the total votes by such shareholders will not include the abstained);

(4)     The total votes “against” among the shareholders as per subparagraph (1) will not exceed two percent (2%) of the totality of voting rights in the company.

 

5.    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, 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.

 

6.    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 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.

 

7.    Validity of the voting document and confirmation of ownership

 

7.1.   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.

 

7.2.   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.

 

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

 

7.4.   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 4:00 am on Tuesday, July 5, 2016.

 

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 6:00 am on Tuesday, July 5, 2016.

 

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:

 

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).

 

The deadline for providing the 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, 3,313,606 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 2,372,277 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 11 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 - Second Part

 

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: Tuesday, July 5 2016, at 10:00 AM

Type of general meeting: Special Annual.

Effective date: Tuesday, June 7, 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: _________________________

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[1]

 

 

 

 

Regarding approval of the matters listed in Sections 3.1 to 3.9 on the agenda, are you a controlling shareholder, an interested party in approval of the resolution[2],an interested party[3] in the Company,  an officer of the Company,  an institutional investor?

 

For

Against

Abstaining

Yes*

No

3.1

Proposal to approve the re-appointment of the company auditor, and to authorize the board of directors to determine the 2016 compensation for that position

 

 

 

 

 

3.2

Approval to change the stock-option terms for Mr. Yigal Erlich, a director for the company

 

 

 

 

 

3.3

Approval of extension and amendment of the research and development agreement between KAHR, and Hadasit and Prof. Michal Elhalel-Dranitzky

 

 

 

 

 

3.4

Approval of extension and amendment of the consulting agreement between KAHR, and Hadasit and Prof. Michal Elhalel-Dranitzky

 

 

 

 

 

3.5

Approval of KAHR contract with Hadasit and Dr. Neta Goldschmidt under a medical-trial agreement

 

 

 

 

 

3.6

Approval of KAHR contract with Hadasit and Prof. Gail Amir under a consulting agreement

 

 

 

 

 

3.7

Approval to allocate KAHR stock options to Hadasit and to Prof. Michal Elhalel-Dranitzky

 

 

 

 

 

3.8

Approval to appoint Mr. Erez Meltzer as a director for the company

 

 

 

 

 

3.9

Approval to issue a letter of undertaking to indemnify to the serving directors: Mr. Baruch Halpert and Mr. Oren Levy; also to Mr. Erez Meltzer.

 

 

 

 

 



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

[2]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 *

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

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.

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

 


[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 Investors 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 *

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

 
 

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