Full Press Release Details
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 11, 2024, 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, 2023.
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 proposal
described in the attached Proxy Statement.
Shareholders of record at the
close of business on October 28, 2024 (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, 1999 ("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
("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 affirmative vote of the
holders of a majority of the ordinary shares represented at the Meeting, in person, by proxy or via the ISA's electronic voting
system, 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
The last date for submitting
a request to include a proposal in accordance with Section 66(b) of the Israeli Companies Law, is October 28, 2024. 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 ISA's electronic filing system at http://www.magna.isa.gov.il or
the TASE's website at http://maya.tase.co.il, and also at our offices upon prior notice and during regular business hours
(2 Holzman Street, Weizmann Science Park, Rehovot, Israel; Tel: +972-8-9406472),
until the date of the Meeting. Our Company's representatives are Mr. Nir Livneh, our Vice President General Counsel and Corporate
Secretary and Ms. Rotem Green, our Legal Counsel (2 Holzman Street, Weizmann Science Park, Rehovot, Israel; Tel: +972-733-321705).
| Sincerely, | |
| /s/ Lilach Asher-Topilsky | |
| Lilach Asher-Topilsky | |
| Chair of the Board of Directors |
Weizmann Science Park
Rehovot 7670402, Israel
ANNUAL 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 the Annual General Meeting of Shareholders
(the "Meeting"), and at any adjournment thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders.
The Meeting will be held at our offices at 2 Holzman Street, Weizmann Science Park, Rehovot, Israel, on Wednesday, December 11, 2024,
at 4:00 p.m. (Israel time).
Purpose of the Annual General Meeting
At the Meeting, shareholders
will be asked to consider and vote upon the following: (1) re-election of seven 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;
and (2) ratification and approval of the re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
as our independent registered public accountants for the year ending December 31, 2024 and for such additional period until our next annual
general meeting of shareholders. 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,
We 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.
Recommendation of the Board of Directors
Our 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
You 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 October 28, 2024 (the "Record Date"). 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 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. 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.
If 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, you may change your vote (i) by attending the Meeting and voting in person,
by presenting a valid Ownership Certificate as of the Record Date; (ii) by delivering a later-dated duly executed proxy, together
with a valid Ownership Certificate as of the Record Date, to the Company's registered office in Israel at least 48 hours prior to