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Key Takeaway: Weizmann Science Park Rehovot 7670402, Israel OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS cordially invite you to attend the 2020 Annual General Meeting of Shareholders of Kamada Ltd. (the "Meeting") to be held at our offices at 2 Holzman Street, Weizmann Science Park, Reh

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Weizmann Science Park
Rehovot 7670402, Israel
OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
cordially invite you to attend the 2020 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 10, 2020, at 2:00
p.m. (Israel time), for the following purposes:
addition, our consolidated financial statements for the year ended December 31, 2019 will be reviewed and discussed at the Meeting.
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 4, 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. 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 proposals.
addition to the foregoing majority requirement, the approval of 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
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 Proposal 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 Proposal 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 Proposal
3, you should contact our Vice President General Counsel and Corporate Secretary, Yifat Philip, at yifatp@kamada.com or +972-54-4710092.
Israeli Companies Law requires that each shareholder voting on Proposal 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 such proposal. Otherwise, the shareholder is not eligible to vote on the proposal and his or her vote will not be counted for
the purposes of the proposal. 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,
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 2020 Annual General Meeting of Shareholders (the "Meeting"), and at any adjournment thereof, pursuant
to the accompanying Notice of 2020 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 10, 2020, 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 Prof. Ari Shamiss to serve as a member of our Board of Directors,
approval of the award of options to Prof. Shamiss and our entering into an indemnification and exculpation agreement with him;
(3) approval of an amendment to our Compensation Policy for Executive Officers and Compensation Policy for Directors with respect
to the procurement of directors' and officers' liability insurance; and (4) 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, 2020 and for such additional period until our next annual general meeting of shareholders. In addition,
our consolidated financial statements for the year ended December 31, 2019 will be reviewed and discussed at the Meeting.
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
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 4, 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 November 4, 2020, or which appeared in the participant listing of a securities depository on that date. See below "How
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 so request.
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
Last updated: Oct 29, 2020