respectively, to our Report on Form 6 -K /A on May 24, 2023, and are incorporated herein by reference. Dilution and Impact on Existing Shareholders The issuance of the ordinary shares to the FIMI Funds in t

Weizmann Science Park

Rehovot 7670402, Israel

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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 Tuesday, August 29, 2023, at 4:00 p.m. (Israel time).

On May 23, 2023, we entered into a share purchase agreement (the Purchase Agreement ) with FIMI Opportunity Funds ( FIMI ), the leading private equity firm in Israel and a major shareholder of the Company, to purchase $60 million of our ordinary shares in a private placement (the Private Placement ). Under the terms of the Purchase Agreement, at the closing, subject to satisfaction of certain closing conditions, including the required majority of the Company's shareholders voting in favor of the Private Placement at the Meeting and obtaining certain regulatory approvals, we will issue an aggregate of 12,631,579 ordinary shares to FIMI at a price of $4.75 per share (which represents the average closing price of our shares on the NASDAQ Global Select Market during the 20 trading days prior to the date of the Purchase Agreement). Upon the closing of the Private Placement, FIMI, which currently beneficially owns 21.08% of our outstanding ordinary shares, is expected to beneficially own approximately 38.4% of our outstanding ordinary shares and will become a controlling shareholder of the Company, within the meaning of the Israeli Companies Law, 5759-1999 (the Israeli Companies Law ).

In connection with the transaction described above, the Company is holding the Meeting for the following purposes, as more fully described in the accompanying proxy statement:

1. To approve the Private Placement, as a result of which FIMI will become a controlling shareholder of the Company (within the meaning of the Israeli Companies Law), in accordance with Section 328 of the Israeli Companies Law and Sections 270(5) and 274 of the Israeli Companies Law.

2. To approve the election of Prof. Benjamin Dekel and Assaf Itshayek as external directors, within the meaning of the Israeli Companies Law, each for an initial three-year term, subject to the approval of Proposal 1 and the closing of the Private Placement.

3. To approve the grant of options to each of Prof. Benjamin Dekel and Assaf Itshayek, subject to their respective election and commencement of service as external directors, within the meaning of the Israeli Companies Law, under and in accordance with Proposal 2.

Our Board of Directors recommends a vote FOR the approval of Proposals 1 and 3 and the election of each of the external director nominees set forth in Proposal 2.

Shareholders of record at the close of business on July 21, 2023, 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.

If 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 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.

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 representative is Mr. Nir Livneh, our Vice President, General Counsel and Corporate Secretary (2 Holzman Street, Weizmann Science Park, Rehovot, Israel; Tel: +972-733-321705).

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.

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 Tuesday, August 29, 2023, at 4:00 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) the approval of a private placement of the Company's ordinary shares, as a result of which FIMI will become a controlling shareholder of the Company, within the meaning of the Israeli Companies Law, 5759-1999 (the Israeli Companies Law ), in accordance with Section 328 of the Israeli Companies Law and Sections 270(5) and 274 of the Israeli Companies Law; (2) approval of the election of Prof. Benjamin Dekel and Assaf Itshayek as external directors, within the meaning of the Israeli Companies Law, each for an initial three-year term, subject to the approval of Proposal 1 and the closing of the private placement under Proposal 1; and (3) approval of the grant of options to each of Prof. Benjamin Dekel and Assaf Itshayek, subject to their respective election and commencement of service as external directors, within the meaning of the Israeli Companies Law, under and in accordance with Proposal 2.

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 approval of Proposal 1 and the election of each of the external director nominees set forth in Proposal 2.

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 July 21, 2023. 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 July 21, 2023, or which appeared in the participant listing of a securities depository on that date. See below How You Can Vote.

- Voting in Person. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company LLC, or in our register of shareholders (i.e., you are a registered shareholder ), you may attend and vote in person at the Meeting. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee (i.e., your shares are held in street name ), you are also invited to attend the Meeting; however, to vote in person at the Meeting as a beneficial owner, 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.

- Voting by Proxy. You may submit your proxy by mail by completing, signing and mailing the enclosed proxy card in the enclosed, postage-paid envelope, or, if your shares are held in street name, by following the voting instructions provided by your broker, bank trustee or nominee. 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 designated time for the Meeting. Upon receipt of a properly signed and dated proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares represented thereby in accordance with the instructions of the shareholder indicated thereon, or if directions are not given or directions are not in accordance with the options listed on a proxy card, such shares will be voted in accordance with the recommendations of our Board of Directors.

- Shares Traded on TASE. Shareholders who hold shares through members of the Tel Aviv Stock Exchange (the TASE ) may vote in person or through the enclosed form of proxy by completing, signing, dating and mailing the proxy with a copy of their identity card, passport or certificate of incorporation, as the case may be, to the Company's office in Israel. Shareholders who hold shares through members of the TASE and intend to vote their shares either in person or by proxy, must deliver to the Company an ownership certificate confirming their ownership of the Company's shares on the record date ( Ownership Certificate ), which must be certified by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000. Generally, a proxy (together with the Ownership Certificate) must be received at our registered office in Israel at least 48 hours prior to the designated time for the Meeting to be included in the tally of ordinary shares voted at the Meeting. Alternatively, shareholders who hold shares through members of the TASE may 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.

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 the designated time for the Meeting, or (iii) by following the relevant instructions for changing your vote via the ISA's electronic voting system by no later than six hours before the time set for the Meeting.

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 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, 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.

Abstentions 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 such as the matters on the Meeting agenda.

Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting purposes.

Vote Required for Approval of the Proposals

Each ordinary share entitles the holder to one vote.

As discussed in further detail in Proposal 1, in view of FIMI's substantial holding in the Company and given that FIMI would become a controlling shareholder of the Company (as defined in the Israeli Companies Law) if the private placement subject to Proposa1 l would be consummated, the Audit Committee and Board of Directors of the Company (without the presence of the three directors affiliated with FIMI and Ms. Karnit Goldwasser) resolved to examine, negotiate and determine if to approve the transaction with FIMI according to the required measures relating to transactions with a controlling shareholder under Israeli law, and therefore: (i) established a special independent committee to examine, negotiate and determine whether to recommend to the Audit Committee and Board of Directors the transaction with FIMI (for additional details, see Proposal 1), (ii) determined to subject the approval of Proposal 1 to the requirements of the Israeli Companies Law for the approval of a private placement in which a controlling shareholder of the Company has a personal interest, and (iii) determined that FIMI shall be deemed a controlling shareholder of the Company for purposes of Proposal 2. Accordingly, the approval of Proposal 1 and the election of the external directors under Proposal 2 shall require the majority requirements described below.

Proposal 1: 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 approve Proposal 1.

In addition to the foregoing majority requirement, the approval of Proposal 1 shall also be 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 do not have a personal interest in the proposal, or (ii) the total number of shares voted against the proposal by shareholders referred to in clause (i) does not exceed two-percent (2%) of our outstanding voting rights.

Proposal 2: 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 external director nominees set forth in Proposal 2.

In addition to the foregoing majority requirement, the election of each of the external directors is also subject to the fulfillment of one of the following additional voting requirements (the Special Majority ): (i) the shares voting in favor of the election of each external director nominee (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 such election (excluding a personal interest that is not related to a relationship with a controlling shareholder), or (ii) the total number of shares voted against the election by shareholders referred to in clause (i) does not exceed two-percent (2%) of our outstanding voting rights. As described above, FIMI shall be deemed a controlling shareholder of the Company (within the meaning of Israeli law) for purposes of the calculation of the Special Majority.

For purposes of Proposals 1 and 2, you are asked to indicate on the enclosed proxy card or via the ISA's electronic voting system, or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not you have a personal interest in the proposals (for purposes of Proposal 2, excluding a personal interest that is not related to a relationship with a controlling shareholder) and, for purposes of Proposal 2, whether you are a controlling shareholder of the Company.

Each shareholder voting on Proposal 1 and the election of the external directors under Proposal 2 is required to indicate on the proxy card or via the ISA's electronic voting system, 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 the proposals (for purposes of Proposal 2, excluding a personal interest that is not related to a relationship with a controlling shareholder). Otherwise, the shareholder's 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.

Proposal 3: 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 approve such proposal.

In 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.

In 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: Mr. Nir Livneh, Vice President, General Counsel and Corporate Secretary, or by facsimile to +972-8-9406473, no later than August 20, 2023 at 4:00 p.m. Israel time.

Shareholder Proposals

The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999, is July 20, 2023. If our Board of Directors determines that a shareholder proposal is duly and timely received and is appropriate under applicable Israeli law for inclusion on the agenda of the Meeting, we will publish a revised agenda for the Meeting no later than July 20, 2023, by way of issuing a press release or submitting a Report on Form 6-K to the SEC.

Cost of Soliciting Votes for the Meeting

We will bear the cost of soliciting proxies from our shareholders. Proxies will be solicited by mail and may also be solicited in person, by telephone or electronic communication, by our directors, officers and employees. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses in accordance with the regulations of the U.S. Securities and Exchange Commission (the SEC ) concerning the sending of proxies and proxy material to the beneficial owners of our shares.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of June 30, 2023 (unless otherwise indicated below) regarding the beneficial ownership by (i) each person known to us to beneficially own more than 5% of our outstanding ordinary shares; (ii) each of our current directors and director nominees; and (iii) all of our current directors and executive officers as a group.

The percentage of beneficial ownership of our ordinary shares is based on 44,842,238 ordinary shares outstanding as of June 30, 2023. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting power or investment power with respect to securities. All options exercisable into ordinary shares within 60 days of the date of the table are deemed to be outstanding and beneficially owned by the person holding such options for the purpose of computing the number of shares beneficially owned by such shareholder. Such shares are also deemed outstanding for purposes of computing the percentage ownership of the person holding the options. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person or entity.

Except as described in the footnotes below, we believe each shareholder has voting and investment power with respect to the ordinary shares indicated in the table as beneficially owned.

* Less than 1% of our ordinary shares.

(1) Based solely upon, and qualified in its entirety with reference to, Amendment No. 3 to Schedule 13D filed with the SEC on May 24, 2023. According to the Statement, (i) includes 4,421,909 shares directly owned by FIMI Opportunity Fund 6, L.P. and 5,030,799 shares directly owned by FIMI Israel Opportunity Fund 6, Limited Partnership (together, the FIMI 6 Funds ) and (ii) the ordinary shares held by the FIMI 6 Funds are indirectly beneficially owned by (A) FIMI 6 2016 Ltd. ( FIMI 6 ), which serves as the managing general partner of the FIMI 6 Funds, (B) Mr. Ishay Davidi, Chief Executive Officer of FIMI 6, and (C) Or Adiv Ltd., a company controlled by Mr. Ishay Davidi, which controls FIMI 6. Information included in this footnote does not include 19,875 ordinary shares subject to options held directly by Mr. Ishay Davidi that are currently exercisable or exercisable within 60 days of the date of the table.

(2) Based solely upon, and qualified in its entirety with reference to, a notice provided to the Company dated July 4, 2023, reporting its holdings as of July 3, 2023.

(3) Mr. Recanati holds 677,479 ordinary shares directly and 2,895,644 ordinary shares indirectly through Gov Financial Holdings Ltd., a company organized under the laws of the State of Israel ( Gov ). Gov is wholly-owned by Mr. Recanati, a director, who exercises sole voting and investment power over the shares held by Gov. In addition, includes options to purchase 39,875 ordinary shares directly held by Mr. Recanati that are exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 22.84 (or $6.21) per share, which expire between May 30, 2024 and September 25, 2026. Does not include ordinary shares subject to unvested options to purchase 36,625 ordinary shares that are not exercisable within 60 days of the date of the table.

(4) Shares beneficially owned consist of options to purchase 19,875 ordinary shares that are currently exercisable or exercisable within 60 days of the date of the table, at an exercise price of NIS 23.67 (or $6.50) per share, which expire on September 25, 2026. Does not include ordinary shares subject to unvested options to purchase 36,625 ordinary shares that are not exercisable within 60 days of the date of the table.

(5) Does not include ordinary shares subject to unvested options to purchase 30,000 ordinary shares held by Mr. Uri Botzer that are not exercisable within 60 days of the date of the table.

(6) Includes (i) 9,452,708 shares indirectly beneficially owned through the FIMI 6 Funds (see footnote (1) above); and (ii) 19,875 ordinary shares subject to options held directly by Mr. Ishay Davidi that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 23.67 (or $6.50) per share, which expire on September 25, 2026. Does not include ordinary shares subject to unvested options to purchase 36,625 ordinary shares held by Mr. Ishay Davidi that are not exercisable within 60 days of the date of the table.

(7) Shares beneficially owned consist of options to purchase 19,875 ordinary shares that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 23.67 (or $6.50) per share, which expire on September 25, 2026. Does not include ordinary shares subject to unvested options to purchase 36,625 ordinary shares that are not exercisable within 60 days of the date of the table.

(8) Mr. Hahn holds 25% of the shares of Sinara Financing S.A., which holds 100% of the shares of Damar Chemicals Inc., a company registered in Panama, which directly holds 1,903,518 ordinary shares. In addition, includes options to purchase 39,875 ordinary shares directly held by Mr. Jonathan Hahn that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 22.58 (or $6.16) per share, which expire between May 30, 2024 and September 25, 2026. Does not include ordinary shares subject unvested options to purchase 36,625 ordinary shares held by Mr. Jonathan Hahn that are not exercisable within 60 days of the date of the table.

(9) Does not include ordinary shares subject unvested options to purchase 30,000 ordinary shares held by Ms. Lilach Payorski that are not exercisable within 60 days of the date of the table.

(10) Shares beneficially owned consist of options to purchase 5,000 ordinary shares that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 29.68 (or $9.13) per share, which expire on June 10, 2027. Does not include ordinary shares subject to unvested options to purchase 35,000 ordinary shares that are not exercisable within 60 days of the date of the table.

(11) Mr. David Tsur directly holds 607,929 ordinary shares. In addition, includes options to purchase 39,875 ordinary shares directly held by Mr. Tsur that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 22.58 (or $6.16) per share, which expire between May 30, 2024 and September 25, 2026. Does not include ordinary shares subject to unvested options to purchase 36,625 ordinary shares that are not exercisable within 60 days of the date of the table.

(12) Includes 103,515 ordinary shares held by the company's executive officers. In addition, includes options to purchase 451,125 ordinary shares that are currently exercisable or exercisable within 60 days of the date of the table, at a weighted average exercise price of NIS 19.01 (or $5.14) per share, which expire between January 31, 2024 and October 23, 2029. For certain information regarding the directors' beneficial ownership, See footnotes (1)-(11).

APPROVAL OF PRIVATE PLACEMENT

(Item 1 on the Proxy Card)

FIMI Opportunity Funds, L.P. ( FIMI ), the leading private equity firm in Israel, beneficially owns approximately 21.08% of our outstanding ordinary shares as of the date hereof. Lilach Asher Topilsky, the Chair of our Board of Directors, and Ishay Davidi and Uri Botzer, members of our Board of Directors, are partners in FIMI (collectively, the FIMI Directors ). FIMI is the leading private equity fund in Israel with a track record of success spanning over 25 years, assets under management in excess of $7 billion and over 55,000 persons employed in its portfolio companies. Since its inception, FIMI has completed close to 100 acquisitions.

On April 17, 2023, FIMI submitted to the Chief Executive Officer and the Board of Directors of the Company a non-binding indication of interest to invest between $50 million and $60 million in cash to acquire additional ordinary shares of the Company, at a price per share of $4.45 (equal to the average price per share of the Company's ordinary shares on the NASDAQ Global Select Market over the 90 trading days prior to the proposal) and increase its interest in the Company (the FIMI Proposal ). Following receipt of the FIMI Proposal, the Board of Directors established a special independent committee to examine and negotiate the FIMI Proposal, as detailed below under Special Committee.

On May 16, 2023, following negotiation between the Special Committee and FIMI, FIMI submitted a revised non-binding proposal increasing the price per share from $4.45 to $4.75.

On May 23, 2023, we entered into a share purchase agreement (the Purchase Agreement ) with two funds affiliated with FIMI (the FIMI Funds ) to purchase $60 million of our ordinary shares at a price of $4.75 per share (the Per Share Price ) in a private placement (the Private Placement ). Under the terms of the Purchase Agreement, at the closing, subject to satisfaction of certain closing conditions, including the required majority of the Company's shareholders voting in favor of the Private Placement at this Meeting and obtaining certain regulatory approvals, we will issue an aggregate of 12,631,579 ordinary shares to the FIMI Funds, representing approximately 17.32% of our outstanding ordinary shares as of the date hereof (after giving effect to the issuance of the shares in the Private Placement). Upon the closing of the Private Placement, FIMI is expected to beneficially own approximately 38.4% of our outstanding ordinary shares and will become a controlling shareholder of the Company, within the meaning of the Israeli Companies Law.

Proceeds from the Private Placement are expected to be used to support the Company's growth plans and execution of strategic business development opportunities.

Under Section 328(b)(1) of the Israeli Companies Law, a private placement resulting in the purchaser holding a control block, i.e., becoming a holder of 25% or more of the voting rights in the Company, if there is no other holder of 25% or more of the voting rights in the Company, is subject to approval by the Company's shareholders.

Accordingly, we are asking our shareholders to consider and vote on a proposal to approve the Private Placement, which would result in FIMI becoming our controlling shareholder (within the meaning of the Israeli Companies Law).

On April 19, 2023, following the receipt of the FIMI Proposal, a meeting of the Board of Directors was held, without the presence of the FIMI Directors and Karnit Goldwasser (who elected to recuse herself), to discuss the FIMI Proposal. At the meeting, the Board of Directors determined that in view of FIMI's substantial holding in the Company, and given that FIMI would become a controlling shareholder of the Company if the transaction subject to the FIMI Proposal would be consummated, it would be advisable to establish an independent committee, composed of independent directors (within the meaning of the Nasdaq Listing Rules) who are not affiliated with FIMI (the Special Committee ). Accordingly, the Board of Directors established the Special Committee, composed of Lilach Payorski (as the Chair of the Special Committee), Leon Recanati, Prof. Ari Shamiss and David Tsur, all of whom are independent directors (within the meaning of the Nasdaq Listing Rules) not affiliated with FIMI. The Board of Directors authorized the Special Committee (among other things) to independently examine and negotiate the FIMI Proposal, including the authority to reject the FIMI Proposal, and to determine if to recommend the Private Placement to the Audit Committee and the Board of Directors of the Company.

The Special Committee retained independent counsel and held numerous meetings. Stifel, Nicolaus & Company, Incorporated ( Stifel ), acted as financial advisor to the Special Committee with respect to the Private Placement and provided a written opinion to the Company that the Per Share Price is fair, from a financial point of view, to the Company. In addition, the Special Committee retained Prof. Aharon (Roni) Ofer as an additional financial advisor, who rendered a fairness opinion in connection with the Private Placement and concluded that the Per Share Price to be received by the Company (which was determined by Stifel to be fair from a financial point of view) was indeed fair and reasonable, from a financial point of view, to the Company.

On May 23, 2023, following the negotiation process and its deliberations, the Special Committee unanimously (i) determined that the Private Placement and the transactions contemplated thereby, are advisable and fair to, and in the best interests of, the Company and its shareholders, (ii) recommended that our Audit Committee and Board of Directors approve the Private Placement and the transactions contemplated thereby and (iii) recommended that our Board of Directors submit the Private Placement to the shareholders for approval in accordance with Israeli law and resolve to recommend that the shareholders of the Company approve the Private Placement and the transactions contemplated thereby.

Factors Considered by the Special Committee in Recommending the Private Placement

In reaching its determination to recommend the Private Placement to the Audit Committee and the Board of Directors, the Special Committee considered a number of factors, including:

- Raising capital from FIMI will provide the Company with a cash reserve that is essential for the implementation of its business plan and will support its growth strategy. The Special Committee was satisfied by management's presentation regarding the Company's cash needs, including:

- Accelerating growth is essential to deliver value to shareholders and attract experienced biopharmaceutical investors.

- To facilitate long-term growth, the Company requires additional funds, particularly for investment in research and development.

- Given the Company's currently anticipated cash flow, it is expected to take several years to generate sufficient cash flow from operations for the implementation of the Company's long-term business plans.

- An integral part of the Company's growth strategy involves potential consummation of merger and acquisition transactions, which would require significant cash reserves.

- Given the recent significant disruption in global financial markets, the Company's ability to access capital may be limited and the cost of raising capital may increase, and there can be no assurance of the Company's ability to access the equity and debt capital markets on terms acceptable to the Company, if at all.

- There is a high level of certainty regarding the closing of the Private Placement, as it is not conditioned upon due diligence or financing. While the Private Placement may require regulatory approvals, it is expected that such would be obtained.

- The Private Placement is structured based on the definitive agreements for the share purchase transaction between the Company and FIMI dated January 20, 2020, enabling swift signing with minimal associated transaction expenses.

- After examining various alternatives, the Private Placement emerged as the preferred choice for the Company and its shareholders over the following alternatives:

- Debt Financing. While debt financing would not be dilutive to shareholders, it presents significant challenges due to current high market interest rates, would be an added burden considering the Company's existing debt, and would likely result in liens on the Company's assets providing operational and financing difficulties.

- Capital Raising through the Market. Despite the benefit of diversifying investors, a capital raise through the market may prove challenging due to the lengthy fundraising process, potential negative impact on share price, the risk and uncertainty of consummating the capital raise, and the requirement to pay substantial underwriting or placement agent fees.

- Capital Raising from Other Private Investors through a Private Investment in Public Equity ( PIPE ) Transaction. Although a PIPE offers the advantage of investor diversification, typically a PIPE involves a discount to market price (which was not the case with the FIMI Proposal) and the requirement for an extensive due diligence process. It was noted that the completion of the Private Placement does not restrict the possibility of including additional investors in the future.

- Royalty-based Financing. While royalty-based financing would avoid shareholder dilution, it's similarity to other form of debt financing make it less advantages in current high market interest rates.

- Maintaining the Status Quo. The absence of an additional financing transaction at this time could result in the Company's stagnation and hinder its ability to make significant progress in business development and deliver value to shareholders.

- The creation of a control block, i.e., holding 25% or more of the voting rights in the Company, is not expected to disadvantage the other shareholders as FIMI is a reputable investor with an extremely successful track record for value enhancement for the benefit of all the shareholders. In addition, the provisions of Israeli law will require the Company to include at least two external directors (within the meaning of the Israeli Companies Law) on its Board of Directors and to change the composition of its Board of Directors, the Audit Committee and Compensation Committee (see Proposal 2), thereby increasing the protection of minority shareholders.