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Cellect Biotechnology Ltd. ("The Company")

Key Takeaway: Cellect Biotechnology Ltd. To: To: Israel Securities Authority (ISA) Tel-Aviv Stock Exchange Ltd. ( TASE ) Via Magna Via Magna www.isa.co.il www.tase.co.il In accordance with the decision of the Company's Board of Directors from August 10, 2016, the Company wishes to hereby su

Full Press Release Details

Cellect Biotechnology Ltd.
To: To:
Israel Securities Authority (ISA) Tel-Aviv Stock Exchange Ltd. ( TASE )
Via Magna Via Magna
www.isa.co.il www.tase.co.il
In accordance with the decision of the
Company's Board of Directors from August 10, 2016, the Company wishes to hereby submit an immediate report regarding the convening
of a special general meeting of Company shareholders, in accordance with the Securities Regulations (Periodic and Immediate Reports)
5730-1970 and in accordance with the provisions of the Companies Law.
This summons refers to holders of shares
listed on the Tel-Aviv Stock Exchange Ltd., and holders of American Depository Shares listed in the Nasdaq Capital Market in the
U.S. (hereinafter jointly: "Shareholders").
special general meeting of Company shareholders whose agenda includes the topics specified in Section 2 below will convene on
September 18, 2016, at 16:00 in the offices of the Company's attorney - Doron, Tikotzky,
Kantor, Gutman, Cederboum & Co., on 12 Aba Hillel Street, Ramat Gan. The deferred meeting, if required, will take place
on September 25, 2016 at the same venue and time.
July 31, 20161, the Company announced registration
of American Depository Shares (hereinafter "ADSs") as well as negotiable warrants, for the acquisition of ADSs
(hereinafter "Negotiable Warrants"), and negotiable warrants for underwriters, for the acquisition of ADSs (hereinafter:
"Negotiable Warrants for Underwriters"), to be listed in Nasdaq Capital Marker in the U.S.. The Negotiable Warrants
and Negotiable Warrants for Signatories will hereinafter jointly be called "Negotiable Warrants in the US".
light of said listing, the Company intends to transition from the reporting format in accordance with Chapter F of the Securities
Law 5728-1968 to the reporting format in accordance with the U.S. Securities Exchange Act of 1934 ("American Securities
Laws") in accordance with and subject to the provisions set forth in Section 35(32) of the Securities Law.
the transition to the reporting format in accordance with Chapter E3 of the Securities Law, i.e. reporting in compliance with
the American Securities Laws, the Company will issue its reports to be published by the Securities and Exchange Commission in
the U.S. in a parallel manner in Magna.
is hereby clarified that the decision to transition the Company from the reporting format in accordance with the Securities Law
to the reporting format in accordance with the American Securities Laws is subject to approval of the meeting of shareholders
and ADSs of the Company as well as approval of the meeting of holders of negotiable warrants of the Company, as applicable (hereinafter
jointly: "Holders of the Company's Securities"), all largely as specified in Section 5 below. Without derogating
from the specified approval in this section above, said decision is also subject to approval of the Securities Authority. If the
required majority is not obtained among the Holders of the Company's Securities, or if no approval is obtained from the Securities
Authority, the Company will continue to report in the reporting format in accordance with Chapter E3 of the Securities Law in
addition to the reporting format in accordance with the American Securities Laws.
should be noted that as long as the Company has valid directors and senior officers' insurance, it will include all directors
and/or senior officers who left the Company up to the end of 7 years from the date of their departure and subject to the terms
of the policy not being significantly worse than the terms of the insurance policy that had been in place in the Company prior
to their departure. If the Company will cease engagement in the future in the insurance policy to cover directors and senior officers'
liability or if the terms of the policy that are renewed following their departure are worse than those that were in place prior
to their departure, the Company undertakes to acquire for the directors and senior officers run-off insurance for the balance
of the period of up to 7 years from the date of the departure of the Director and/or senior officer, under terms that are not
less than those in the policy that had been in place in the Company on the eve of their departure, and whose overall cost does
not exceed twice the ceiling of the annual premium for directors and senior officers insurance.
quorum in a general meeting involves the presence of at least two (2) Shareholders who hold at least one-third of the voting rights
(including by way of proxy or proxy statement), within half an hour of the date set to open the meeting. If after half an hour
from the scheduled start of the meeting there is no quorum, the meeting will be postponed by one week, to the same day, at the
same time and at the same venue set forth for the original meeting, or a later date if specified in the notice about the meeting,
or to another date, time and venue as to be set forth by the Board of Directors in the notice to the Shareholders. If within half
an hour of the scheduled start of the postponed general meeting, there is no quorum as specified above, the meeting will take
place with any number of participants present.
date of record for establishing eligibility of Company shareholders to vote in the general meeting is August 18, 2016 (the
"Date of Record"). Any Company Shareholder on the Date of Record, whether they are listed under its name or whether
they are holding then by way of a member of the TASE, is eligible to participate in said meeting either in person or by way of
proxy to vote, pursuant to having issued to the Company, prior to the meeting original confirmation regarding Company shares on
the Date of Record (that must be obtained from said member of the TASE). A document appointing a proxy ("Letter of Appointment")
as well as the original power of attorney by which the Letter of Appointment was signed (if any) must be deposited with the offices
of the Company's attorney, on 12 Derech Aba Hillel, Ramat Gan, up to 48 hours prior to the date of the meeting.
Vote and sending notice of position
version of the proxy statement can be found on the Israel Securities Authority distribution site at www.magna.isa.gov.il and on
the Tel-Aviv Stock Exchange Ltd. website: www.tase.co.il. Shareholders can also contact the Company directly to obtain the proxy
statement. Holders of the ADSs may contact The Bank of New York Mellon to obtain the proxy statement. A member of the TASE will
send free of charge, via email, links to the proxy statement, if any, to any Shareholder who is not registered in the Security
Holders Registry of the Company and whose shares registered with said TASE member, if the Shareholder informed the TASE member
of its wishes to do so, and pursuant to said notice having been granted with regards to a certain securities account and on a
date preceding the date of record.
who are registered with a TASE member are entitled to receive confirmation of ownership from the TASE member through whom the
shares are being held, in the branch of the TASE member or by mail to its address for a shipping fee only, if it so requests,
and that the request with regards to this matter is given in advance to the certain security account. The owner will specify the
method of voting on the proxy statement and will submit it to the Company or will send it by registered mail, with the confirmation
reaching the offices of the Company lawyers on 12 Derech Aba Hillel, Ramat Gan no later than 48 hours prior to the scheduled date
of the meeting. One or more shareholders who are holding on the Date of Record shares at a percentage that constitutes five percent
or more of the total voting rights, and any party holding said percentage of total voting rights that are not held by a controlling
interest in the Company, as defined in Section 268 of the Companies Law, is entitled to review proxy statements as specified in
Regulation 10 of the Company Regulations (Written Vote and Notice of Position) 5765-2005.
deadline for issuing the notice of position is up to 10 days prior to the scheduled date of the meeting, i.e. September 8, 2016,
and the deadline for issuing the response of the directors to the notices of position is up to 5 days before scheduled date of
the meeting, i.e. September 13, 2016.
who have registered to their credit with a TASE member one share and said share is included among the shares listed in the Company's
shareholder registry for listings ("Unregistered Shareholders") can vote by way of proxy statement to be sent
to the Company in the electronic voting system (the "Electronic Vote"), in accordance with and subject to the
terms set forth in the voting regulations. In accordance with and subject to the terms set forth in the voting regulations and
the provisions of the Securities Authority in this matter, electronic voting will be allowed up to six hours prior to the scheduled
date of the meeting ("System Lock Date"). It is hereby clarified that in accordance with the specified in the
voting regulations, the electronic vote can be changed or cancelled until the System Lock Date, after which it cannot be changed
through the system. It should be noted that in accordance with Section 83(d) of the Companies Law, if the shareholder voted in
more than one manner, the last method of voting will be counted, where for this purpose, the vote of the shareholder itself or
by way of proxy the later of the votes will be counted through the electronic voting system.
is possible that following publication of this invitation to a special general meeting, the Shareholder will request to include
a topic on the agenda of the special general meeting in accordance with the provisions of Section 66(b) of the Companies Law.
In said case, the latest agenda of the special general meeting can be reviewed in the Company reports on the ISA distribution
site or on the TASE website. The deadline for submitting a request by Shareholders to include a topic on the agenda of the special
general meeting as specified is up to three days after the date of invitation to the meeting, i.e. August 15, 2016.
pertaining to this report can be reviewed in the offices of the Company's attorney on 12 Derech Aba Hillel, Ramat Gan, during
standard business hours pursuant to having made an appointment in advance (Telephone: 03-6133371, Fax: 03-6133372).
representatives with regards to handling of this report are Adv. Giora Gutman, Adv. Efrat Hamami and Adv. Roman Shalev of Doron,
Tikotzky, Kantor, Gutman, Cederboum & Co - Law Firm, whose address is 12 Derech Aba Hillel Silver, Ramat Gan,
Telephone: 03-6133371.
Shai Yarkoni, Company CEO
Last updated: Aug 11, 2016