Full Press Release Details
Weizmann Science Park
Rehovot 7670402, Israel
OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
cordially invite you to attend the 2021 Annual 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 Thursday, December 16, 2021, at 2:00 p.m. (Israel
time), for the following purposes:
addition, at the Meeting, representatives of our management will be available to review and discuss our consolidated financial statements
for the year ended December 31, 2020.
Board of Directors recommends that you vote "FOR" the election of each of the director nominees set forth in Proposal 1 and
each of the other proposals that are described in the attached Proxy Statement.
of record at the close of business on November 9, 2021 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. Detailed proxy voting instructions are provided both in the Proxy
Statement and on the enclosed proxy card.
you are a beneficial owner of shares registered in the name of a member of the Tel Aviv Stock Exchange ("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, 1999 (the "Israeli 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 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.
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 TASE 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. Yifat Philip, our Vice President General Counsel and Corporate Secretary (2 Holzman Street, Weizmann Science Park, Rehovot, Israel;
Tel: +972-54-4710092).
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.
Required for Approval of the Proposals
ordinary share entitles the holder to one vote.
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 elect each of the director nominees set forth in Proposal 1 and to approve each of the other
| Sincerely, | |
| Lilach Asher-Topilsky | |
| Chairman of the Board of Directors |
Weizmann Science Park
Rehovot 7670402, Israel
ANNUAL GENERAL MEETING OF SHAREHOLDERS
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 the
2021 Annual General Meeting of Shareholders (the "Meeting"), and at any adjournment thereof, pursuant to the accompanying
Notice of 2021 Annual General Meeting of Shareholders. The Meeting will be held at our offices at 2 Holzman Street, Weizmann Science
Park, Rehovot, Israel, on Thursday, December 16, 2021, at 2:00 p.m. (Israel time).
of the Annual General Meeting
the Meeting, shareholders will be asked to consider and vote upon the following: (1) election of nine directors to serve as members of
our Board of Directors until our next annual general meeting of shareholders and until their successors are duly elected by the shareholders
of the Company; (2) subject to the election of Ms. Lilach Payorski to serve as a member of our Board of Directors, approval of our entering
into an indemnification and exculpation agreement with her; and (3) ratification and approval of the reappointment of Kost Forer Gabbay
& Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the year ending December 31,
2021 and for such additional period until our next annual general meeting of shareholders. In addition, at the Meeting, representatives
of our management will be available to review and discuss our consolidated financial statements for the year ended December 31, 2020.
are not aware of 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.
of the Board of Directors
Board of Directors recommends a vote FOR the election of each of the director nominees set forth in Proposal 1 and each of the other
proposals set forth in this Proxy Statement.
are entitled to 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 November 9, 2021. 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 November 9, 2021,
or which appeared in the participant listing of a securities depository on that date. See below "How You Can Vote."
or Revocation of Proxy
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
your shares are 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.
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 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.
and broker non-votes will be counted towards the quorum. 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 entitles the holder to one vote.
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 elect each of the director nominees set forth in Proposal 1 and to approve each of the other
tabulating the voting results for any particular proposal, shares that constitute broker non-votes and abstentions are not considered
votes cast on that proposal. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders,
will not be counted for voting purposes.
accordance with the Israeli Companies Law and regulations promulgated thereunder, any shareholder may submit to us a position statement
on its behalf, expressing its position on an agenda item for the Meeting to our offices, 2 Holzman Street, Weizmann Science Park, Rehovot,
Israel, Attention: Ms. Yifat Philip, Vice President, General Counsel and Corporate Secretary, or by facsimile to +972-8-9406473, no later
than Monday, December 6, 2021 at 2:00 p.m. Israel time.