Full Press Release Details
GENERAL MEETING OF SHAREHOLDERS
BE HELD ON OCTOBER 28, 2024
the shareholders of InterCure Ltd.:
is hereby given that an Extraordinary General Meeting (the "Meeting") of the shareholders of InterCure Ltd. (the "Company")
will be held at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman & Amit Gross, at 7 Metsada St., B.S.R
Tower 4, Bnei Brak, Israel on October 28, 2024 at 4:00 p.m. (Israel Time).
agenda of the Meeting will be as follows:
| 1. | To approve, upon the recommendation of the Company's audit committee and of the Board of Directors, the re-election of Ms. Lennie Michelson Grinbaum to hold office, for an additional term, as an external director of the Company, for a period of three (3) years. | |
| 2. | To approve, upon the recommendation of the Board of Directors, the re-election of Mr. Gideon Hirshfeld to hold office, for a third term, as an external director of the Company for a period of three (3) years. | |
| 3. | To approve the grant of options to each of the directors of the Company, excluding Mr. Alex Rabinovitch and the external directors (a separate vote for each director will be taken) | |
| 4. | To approve the grant of options to Ms. Lennie Michelson Grinbaum and to Mr. Gideon Hirshfeld, each an external director of the Company, subject to the approval of Proposal 1 and Proposal 2 (a separate vote for each director will be taken). | |
| 5. | To approve the adoption of a new Compensation Policy of the Company in lieu of current Compensation Policy of the Company, which shall be replaced in its entirety, and to ratify the adoption of the clawback policy as proposed within the Board of Directors resolution dated as of November 20, 2023, so that when so adopted such Clawback policy will be attached as an exhibit to the Company's Compensation Policy and form an integral part thereof, intended to comply with the clawback-related listing standards proposed by the Nasdaq Stock Market and the Israeli Companies Law 5759-1999, as amended, to take effect upon the effective date of the Nasdaq listing rule. |
shareholders at the close of business on September 20, 2024 shall be entitled to notice of, and to vote at, the Meeting and any
adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
you are unable to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly
in the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
| By Order of the Board of Directors | |
| /s/ Amos Cohen | |
| Amos Cohen, Chief Financial Officer | |
| September 13, 2024 |
Medinat ha-Yehudim Street
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
Proxy Statement is furnished to our holders of ordinary shares, no par value, in connection with an Extraordinary General Meeting of
Shareholders, to be held on October 28, 2024 at 4:00 p.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky
Kantor Gutman & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.
this Proxy Statement, we use terms such as "InterCure", "we", "us", "our" and the "Company"
to refer to InterCure Ltd. and terms such as "you" and "your" to refer to our shareholders.
agenda of the Extraordinary General Meeting will be as follows:
| 1. | To re-elect Ms. Lennie Michelson Grinbaum to our Board of Directors as an external director for a three-year term. | |
| 2. | To re-elect Mr. Gideon Hirschfeld to our Board of Directors as an external director for a three-year term. | |
| 3. | To approve the grant of 15,000 options to Mr. Ehud Barak, our Chairman of the Board of Directors. | |
| 4. | To approve the grant of 15,000 options to Mr. David Salton, our independent director. | |
| 5. | To approve the grant of 15,000 options to Mr. Alon Granot, our non-executive director. | |
| 6. | To approve the grant of 15,000 options to Ms. Lennie Michelson Grinbaum, the External Director of the Company, subject to the approval of Proposal 1. | |
| 7. | To approve the grant of 15,000 options to Mr. Gideon Hirshfeld, the External Director of the Company, subject to the approval of Proposal 2. | |
| 8. | To approve the adoption of a new Compensation Policy of the Company in lieu of current Compensation Policy which shall be replaced in its entirety, and to ratify the adoption a new clawback policy as proposed within the Board of Directors resolution dated as of November 20, 2023, so that when so adopted such Clawback policy will be attached as an exhibit to the Company's Compensation Policy and form an integral part thereof, intended to comply with the clawback-related listing standards proposed by the Nasdaq Stock Market and the Israeli Companies Law 5759-1999, as amended, to take effect upon the effective date of the Nasdaq listing rule. |
currently are unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting,
the persons designated as proxies shall vote according to their own judgment on those matters.
Board of Directors unanimously recommends that you vote "FOR" all items.
the holders of record of ordinary shares ("Ordinary Shares") of the Company as at the close of business on September
20, 2024, (the "Record Date") shall be entitled to receive notice of and attend the Meeting and any adjournment
thereof. You are also entitled to notice of the Meeting and to vote at the Meeting if you held Ordinary Shares through a bank, broker
or other nominee that is one of our shareholders of record at the close of business on September 20, 2024, or which appeared in
the participant listing of a securities depository on that date.
quorum shall be the presence of at least two (2) shareholders who hold at least thirty three percent (33%) of the voting rights (including
through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within half an hour
from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week,
at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the time designated for its start,
the meeting shall take place with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum
is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.
all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against"
the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers'
shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when
brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to
vote on "routine" matters, but not on non-routine matters.
or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting
Required for Approval of the Proposals
Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the
close of business on September 12, 2024, 45,765,420 Ordinary Shares were issued and outstanding.
3 to 5 to be presented at the Extraordinary General Meeting require the affirmative vote of holders of at least a majority of the voting
power represented and voting on such proposal in person or by proxy on the matter presented for passage.
approval of Proposals 1, 2, 6, 7, and 8 is subject to the affirmative vote of the holders of a majority of the voting power represented
and voting on such proposal in person or by proxy. In addition, the shareholders' approval must either include at least a majority
of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest
in the approval of the proposal (excluding a personal interest that is not related to a relationship with the controlling shareholders),
or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal must not represent
more than 2% of the outstanding ordinary shares.
the Israeli Companies Law, in general, you will be deemed to be a controlling shareholder if you have the power to direct our activities,
otherwise than by reason of being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company
or have the right to appoint the majority of the directors of the Company or its Chief Financial Officer, and you are deemed to have
a personal interest if any member of your immediate family or their spouse has a personal interest in the adoption of the proposal. In
addition, you are deemed to have a personal interest if a company, other than the Company, that is affiliated to you has a personal interest
in the adoption of the proposal. Such company is a company in which you or a member of your immediate family serves as a director or
Chief Financial Officer, has the right to appoint a director or the Chief Financial Officer, or owns 5% or more of the outstanding shares.
However, you are not deemed to have a personal interest in the adoption of the proposal if your interest in such proposal arises solely
from your ownership of our shares, or to a matter that is not related to a relationship with a controlling shareholder.
the proxy card and voting instruction card attached to the proxy statement you will be asked to indicate whether you have a personal
interest with respect to the proposal. If any shareholder casting a vote in connection hereto does not notify us whether or not they
have a personal interest with respect to the proposal, their vote with respect to the proposal will be disqualified.
you provide specific instructions (mark boxes) with regard to certain proposals, your shares will be voted as you instruct. If you sign
and return your proxy card or voting instruction form without giving specific instructions, your shares will be voted in accordance with
the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any other matters that properly come
you are a shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in
a street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct
your broker how to vote. This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their
discretion on any proposal at the meeting. For all proposals, a broker may only vote in accordance with instructions from a beneficial
by Holders of Ordinary Shares
Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be
voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder
will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder
on any other matters that may properly come before the Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively
abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the
determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed
(but they will be counted for the purposes of determining the quorum, as described above).
submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59
p.m., Eastern Time, on October 25, 2024, to ensure your representation at our Meeting.
manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are
represented by book entries in your name so that you appear as a shareholder on the records of Equiniti Trust Company, LLC ("Equiniti")
(i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of Meeting and the proxy card will
be mailed to you by Equiniti. You may provide voting instructions by returning a proxy card. You also may attend the Meeting and vote
in person, subject to our right to convert to a virtual only meeting format. If you own Ordinary Shares of record and you do not vote
by proxy or in person at the Meeting, your shares will not be voted.
you own shares in street name (i.e., you are a streets shareholder), meaning that your shares are held by a bank, brokerage firm, or
other nominee, you are then considered the "beneficial owner" of shares held in "street name," and as a result,
this proxy statement, the notice of Meeting and the proxy card will be provided to you by your bank, brokerage firm, or other nominee
holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution.
If you own Ordinary Shares in street name and attend the Meeting in person, you must obtain a "legal proxy" from the bank,
brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting and present your voting information
card and subject to our right to convert to a virtual only meeting format.
shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice
of revocation to our Chief Financial Officer at amos@Intercure.co or InterCure Ltd., 85 Medinat ha-Yehudim Street, Herzliya, 4676670,
Israel, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending
the Meeting and voting in person. A beneficial owner owning Ordinary Shares in street name may revoke or change voting instructions by
contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting