Full Press Release Details
Weizmann Science Park
Rehovot 7670402, Israel
NOTICE OF EXTRAORDINARY GENERAL MEETING
We cordially invite you to attend an Extraordinary General Meeting
of Shareholders of Kamada Ltd. (the "Meeting") to be held at our offices at 2 Holzman Street, Weizmann Science Park,
Rehovot, Israel, on Wednesday, March 25, 2020, at 2:00 p.m. (Israel time), for the following purposes:
Our Board of Directors
recommends that you vote "FOR" each of the proposals, which are described in the attached Proxy Statement.
Shareholders of record
at the close of business on February 18, 2020 are entitled to notice of and to vote at the Meeting. 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. If you are a beneficial
owner of shares registered in the name of a member of the Tel Aviv Stock Exchange 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, 1999 (the "Israeli
Companies Law") and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 2000.
Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card.
Shareholders may review
the full version of the proposed resolutions in the Proxy Statement as well as the accompanying proxy card, via the website of
the U.S. Securities and Exchange Commission at www.sec.gov or via the Israel Securities Authority's electronic filing system
at http://www.magna.isa.gov.il or the website of the Tel Aviv Stock Exchange Ltd. at http://maya.tase.co.il, and
also at our offices during regular business hours (2 Holzman Street, Weizmann Science Park, Rehovot, Israel; Tel: +972-8-9406472
(phone)). Our company's representative is Ms. Orna Naveh, our General Counsel and Corporate Secretary (2 Holzman Street,
Weizmann Science Park, Rehovot, Israel; Tel: +972-73-3988444).
The presence, in person
or by proxy, 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, 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.
Vote Required for Approval of the Proposals
entitles the holder to one vote.
The affirmative vote
of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting
on the matter, is required to approve each of the proposals being presented at the Meeting.
foregoing majority requirement, the approval of Proposal 1 and Proposal 3 is also subject to the fulfillment of one of the following
additional voting requirements: (i) the shares voting in favor of the proposal (excluding abstentions) include at least a majority
of the shares voted by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in
the proposal, or (ii) the total number of shares voted against the proposal by shareholders who are not controlling shareholders
and shareholders who do not have a personal interest in the proposal does not exceed two-percent (2%) of our outstanding voting
We are unaware of any
shareholder that would be deemed to be a controlling shareholder of our company as of the current time for purposes of Proposals
1 and 3. A shareholder who signs and returns a proxy card will be deemed to be confirming that such shareholder, and any related
party of such shareholder, is not a controlling shareholder for purposes of Proposals 1 and 3. If you believe that you, or a related
party of yours, may be deemed to be a controlling shareholder and you wish to participate in the vote on any of Proposals 1 and
3, you should contact our General Counsel and Corporate Secretary, Orna Naveh, at ornan@kamada.com or +972-73-3988444.
The Israeli Companies
Law requires that each shareholder voting on Proposals 1 and 3 indicate on the proxy card, or, if voting in person at the Meeting,
inform us prior to voting on the matter at the Meeting, whether or not the shareholder has a personal interest in each such proposal.
Otherwise, the shareholder is not eligible to vote on the proposals and his or her vote will not be counted for the purposes of
the proposals. Under the Israeli Companies Law, a "personal interest" of a shareholder in an act or transaction
of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder,
any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with
respect to which the shareholder (or any of the foregoing relatives of the shareholder) serves as a director or chief executive
officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint one or more directors or the chief
executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Israeli Companies
Law, in the case of a person voting by proxy, "personal interest" includes the personal interest of either the proxy
holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.
| Sincerely, | |
| Leon Recanati | |
| Chairman of the Board of Directors | |
| February 13, 2020 |
Weizmann Science Park
Rehovot 7670402, Israel
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement
is being furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Kamada Ltd. ("we,"
"us," "our," or the "Company") to be voted at an Extraordinary General Meeting of Shareholders
(the "Meeting"), and at any adjournment thereof, pursuant to the accompanying Notice of Extraordinary General Meeting
of Shareholders. The Meeting will be held at our offices at 2 Holzman Street, Weizmann Science Park, Rehovot, Israel, on Wednesday,
March 25, 2020, at 2:00 p.m. (Israel time).
Purpose of the Extraordinary General Meeting
At the Meeting, shareholders
will be asked to consider and vote upon the following: (1) approval of an amended Compensation Policy for Executive Officers and
Compensation Policy for Directors; (2) subject to the approval of Proposal 1, approval of the grant of options to each of the currently
serving directors; and (3) approval of amended compensation terms and a one-time award of equity-based compensation, consisting
of options and restricted shares, to Mr. Amir London, our Chief Executive Officer.
any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons designated
as proxies intend to vote on such matters in accordance with the judgment and recommendation of the Board of Directors.
Recommendation of the Board of Directors
Our Board of Directors
recommends a vote FOR each of the proposals set forth in this Proxy Statement.
notice of, and to vote in person or by proxy at, the Meeting, if you are a holder of record of our ordinary shares as of the close
of business on February 18, 2020. 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 February 18,
2020, or which appeared in the participant listing of a securities depository on that date. See below "How You Can Vote."
Change or Revocation of Proxy
If you are a shareholder
of record, you may change your vote at any time prior to the exercise of authority granted in the proxy by delivering a written
notice of revocation to our General Counsel and Corporate Secretary, by granting a new proxy bearing a later date, or by attending
the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you
specifically so request.
held in "street name," you may change your vote by submitting new voting instructions to your broker, bank, trustee
or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your
shares, by attending the Meeting and voting in person. If you are a beneficial owner of shares registered in the name of a member
of the TASE and wish to change your voting instructions, you must contact the TASE member through which you hold your shares.
The presence, in person
or by proxy, of two or more shareholders holding or representing, in the aggregate, at least twenty-five percent of the Company's