Full Press Release Details
Weizmann Science Park
Rehovot 7670402, Israel
On October 23, 2025, Kamada Ltd. (the "Company")
announced its Annual General Meeting of Shareholders (the "Meeting"), to be held on Wednesday, December 10, 2025, at
4:00 p.m. (Israel time). The Company furnished the Notice and Proxy Statement for the Meeting (the "Original Proxy Statement")
and the accompanying proxy card on Form 6-K to the Securities and Exchange Commission ("SEC") and the Israel Securities
Following the filing of the Original Proxy
Statement, the Company received comments from EMDA, a leading Israeli proxy advisor that provides voting recommendations to its
institutional clients regarding agenda items at shareholder meetings (comparable to Institutional Shareholder Services (ISS) and
Glass Lewis in the United States). These comments related primarily to the proposed amended and restated Compensation Policy for
Executive Officers and Directors (the "Updated Compensation Policy"), which is the subject of Proposal 3 of the
Meeting. The Company held discussions with EMDA regarding their comments. After further review and discussion, the Company's
Compensation Committee and Board of Directors have determined to make certain amendments to the proposed Updated Compensation Policy
to address EMDA's comments.
The amendments to the Updated Compensation Policy
relate to the equity-based compensation provisions for executive officers and directors, as follows: (i) the maximum value of equity-based
awards that may be granted in a given year has been revised as follows: for the Chief Executive Officer, up to $250,000 (gross amount)
(instead of the previously proposed limit of up to 20 times the monthly base salary, increased from 14 times the monthly base salary under
our current compensation policy); and for non-executive directors, up to the total cash compensation (including annual and per-meeting
fees) paid during the preceding calendar year to the non-employee director with the highest attendance at Board and committee meetings,
in accordance with the Israeli Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000
(instead of the previously proposed limit of up to $75,000 per year, increased from $50,000 per year under our current compensation policy);
(ii) the value of any equity-based award shall now be determined based on the fair value of the award (determined according to acceptable
valuation models) on the grant date divided equally by the number of vesting years applicable to such award; (iii) a new limitation has
been introduced providing that equity-based awards may be granted to any officer or director no more than once every three years, unless
such grant is approved by the shareholders in accordance with the Israeli Companies Law, 5759-1999, provided that this limitation shall
not apply to a second equity-based award granted to an office holder whose initial award, granted upon joining the Company, was made on
a pro-rata basis reflecting the remaining term of the most recent equity-based grant awarded to office holders serving in the same position
level; and (iv) the provision authorizing the Company to determine acceleration or continuation of vesting and/or exercise eligibility
of equity-based awards upon termination or a "Change of Control Event" (as defined in the Updated Compensation Policy) has
been revised. The Board of Directors may now determine provisions for (y) full acceleration of vesting in cases of death, disability,
medical circumstances, or a Change of Control Event resulting in cessation of trading of the Company's shares; and (z) partial acceleration
of vesting, limited to the next unvested tranche of the award, in the event of termination of an office holder's employment or service
following a Change of Control Event.
Accordingly, enclosed please find the Amended
Proxy Statement for the Meeting. The revised Updated Compensation Policy, marked to show all changes from the Company's current Compensation
Policies, is attached as Appendix A to the Amended Proxy Statement being furnished concurrently with this notice. Except as expressly
described above, all other information included in the Original Proxy Statement remains unchanged.
The Meeting will be held as scheduled on December
10, 2025, at 4:00 p.m. (Israel time). The record date for the Meeting remains October 30, 2025.
The proxy card previously distributed with the
Original Proxy Statement remains unchanged. If you have already submitted a proxy card or voted electronically via the ISA's
electronic voting system, you may revoke your prior vote and submit a new vote in accordance with the instructions provided in the Amended
Proxy Statement. If you do not submit a new vote, your previously submitted vote will be counted at the Meeting.
The Board of Directors continues to recommend
a vote FOR each of the proposals set forth in the Amended Proxy Statement.
The Amended Proxy Statement and revised Updated
Compensation Policy are available on the SEC's website at www.sec.gov, the ISA's website at www.magna.isa.gov.il, and the
Tel Aviv Stock Exchange's website at http://maya.tase.co.il, and also at our offices upon prior notice and during regular business hours,
until the date of the Meeting.
For questions regarding the Meeting or the amendments
described in this notice, please contact: Mr. Nir Livneh, Vice President, General Counsel and Corporate Secretary, Kamada Ltd., 2 Holzman
Street, Weizmann Science Park, Rehovot 7670402, Israel, Tel: +972-733-321705.
| By Order of the Board of Directors, | |
| /s/ Lilach Asher-Topilsky | |
| Lilach Asher-Topilsky | |
| Chair of the Board of Directors |
Weizmann Science Park
Rehovot 7670402, Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
We cordially invite you to
attend the Annual General Meeting of Shareholders (the "Meeting") of Kamada Ltd. (the "Company")
to be held at our offices at 2 Holzman Street, Weizmann Science Park, Rehovot, Israel, on Wednesday, December 10, 2025, at 4:00 p.m.
(Israel time), for the following purposes:
In addition to considering
and voting on the foregoing proposals, representatives of our management will be available at the Meeting to review and discuss with shareholders
our consolidated financial statements for the year ended December 31, 2024.
Our Board of Directors
recommends a vote "FOR" the re-election of each of the director nominees set forth in Proposal 1 and the other proposals described
in the attached Proxy Statement.
Shareholders of record at
the close of business on October 30, 2025 (the "Record Date"), are entitled to notice of and to vote at the Meeting.
You are also entitled to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee that was a shareholder
of record at the close of business on the Record Date or which appeared in the participant listing of a securities depository on that
date, and if you held your shares through the Tel Aviv Stock Exchange ("TASE") on that date. All shareholders are cordially
invited to attend the Meeting in person, but only shareholders as of the Record Date are entitled to vote at the Meeting.
If you are a shareholder
of record, you can vote either by mailing in your proxy or in person by attending the Meeting. If voting by proxy, we will generally not
be able to include your vote in the tally of ordinary shares voted at the Meeting unless your proxy is received by our transfer agent
or at our registered office in Israel at least 48 hours prior to the appointed time of the Meeting. If you attend the Meeting, you may
revoke your proxy (if previously submitted) and vote in person. If you are a beneficial owner of shares registered in the name of your
broker, bank, trustee or nominee and you wish to vote in person at the Meeting, you must first obtain a "legal proxy" from
your broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the Meeting. Detailed proxy voting
instructions are provided both in the Proxy Statement and on the enclosed proxy card.
If you are a beneficial owner
of shares registered in the name of a member of the TASE and wish to vote, either by proxy or in person by attending the Meeting, you
must deliver to us a proof of ownership in accordance with the Israeli Companies Law, 5759-1999 (the "Companies Law")
and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 2000. Such certification may be obtained
at the TASE member's offices or may be sent to the shareholder by mail (subject to payment of the cost of mailing), at the election
of the shareholder, provided that the shareholder's request is submitted with respect to a specific securities account. Shareholders
who hold shares through members of the TASE may also vote electronically via the electronic voting system of the Israel Securities Authority
("ISA") up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting
from the TASE member through which you hold your shares.
The presence (in person,
by proxy or via the ISA's electronic voting system) of two or more shareholders holding or representing, in the aggregate, at least
twenty-five percent of our Company's voting rights will constitute a quorum at the Meeting. No business will be considered or determined
at the Meeting unless the requisite quorum is present within half an hour from the time designated for the Meeting. 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. Any number of shareholders present (in person or by proxy or via the ISA's electronic voting system)
will constitute a quorum at the adjourned meeting. 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.
The last date for submitting
a request to include a proposal in accordance with Section 66(b) of the Companies Law, is November 6, 2025. Shareholders may review the