Full Press Release Details
CELLECT BIOTECHNOLOGY
NOTICE OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS AND SERIES-1 STOCK OPTIONS
Notice is hereby given that an Extraordinary
General Meeting (the "Extraordinary General Meeting") of Shareholders and holders of Series-1 Stock Options
(the "Warrants") of Cellect Biotechnology Ltd. (the "Company") will be held at the offices
of the Company's attorney - Doron, Tikotzky, Kantor, Gutman, Cederboum & Co., on 12 Aba Hillel Street, Ramat Gan, on
January 9, 2017, (i) Shareholders meeting will be held at 15:00 Israel time, and (ii) Warrant holders meeting will be held at 15:30
The Company is a Dual Company, as such term
is defined in the Companies Regulations (Relief for Public Companies Traded on Stock Markets Outside of Israel), 4760 - 2000.
The Extraordinary General Meeting is
being called for the following purposes:
The Board of Directors
recommends that you vote in favor of the proposals, which are described in the attached Proxy Statement.
Shareholders and American
Depositary Share ("ADS") holders of record at the close of business on December 12, 2016 (the "Shareholders
Record Date"), are entitled to notice of and to vote at the Meeting either in person or by appointing a proxy to vote
in their stead at the Extraordinary General Meeting (as detailed below). Shareholders and ADS holders are asked to vote
on proposals 1, 2 and 3.
record at the close of business on December 31, 2016 (the "Warrant holders Record Date"), are entitled to notice
of and to vote at the Meeting either in person or by appointing a proxy to vote in their stead at the Extraordinary General
Meeting (as detailed below). Warrant holders are asked to vote on proposal 1.
use at the Extraordinary General Meeting is attached to this Proxy Statement and has been sent to the Company's shareholders
and ADS holders together with a return envelope for the proxy. By appointing "proxies", shareholders and ADS holders
may vote at the Extraordinary General Meeting whether or not they attend. If a properly executed proxy in the enclosed form is
received by the Company at least 4 hours prior to the Extraordinary General Meeting, all of the Ordinary Shares represented
by the proxy shall be voted as indicated on the form. Shareholders and ADS holders should return their proxies by the date set
forth on the form of proxy. Subject to applicable law and the rules of the NASDAQ Stock Market, in the absence of instructions,
the Ordinary Shares represented by properly executed and received proxies will be voted "FOR" all of the proposed resolutions
to be presented at the Extraordinary General Meeting for which the Board of Directors recommends a "FOR" vote. Shareholders
and ADS holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with the Company (in
the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs) a written notice of
revocation or duly executed proxy bearing a later date.
Shareholders registered
in the Company's shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock
Exchange, may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices
no later than 48 hours prior to the scheduled date of the Extraordinary General Meeting. Shareholders registered in the
Company's shareholders register in Israel, and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange
who vote their Ordinary Shares by proxy, must also provide the Company with a copy of their identity card, passport or certification
of incorporation, as the case may be. Shareholders who hold shares through members of the Tel Aviv Stock Exchange and intend to
vote their Ordinary Shares either in person or by proxy must deliver the Company, no later than 48 hours prior to the scheduled
date of the Extraordinary General Meeting, an ownership certificate confirming their ownership of the Company's Ordinary
Shares on the Shareholders Record Date, which certificate must be approved by a recognized financial institution, as required by
the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 4760 - 2000, as amended. Alternatively,
shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic
voting system of the Israel Securities Authority up to six hours before the time fixed for the Extraordinary General Meeting.
You should receive instructions about electronic voting from the Tel Aviv Stock Exchange member through which you hold your Ordinary
hold Warrants through members of the Tel Aviv Stock Exchange may vote through the attached proxy by completing, dating, signing
and mailing the proxy to the Company's offices no later than 48 hours prior to the scheduled date of the Extraordinary General
Meeting. Warrant holders who vote their Warrants by proxy must also provide the Company with a copy of their identity card,
passport or certification of incorporation, as the case may be. Warrant holders who hold shares through members of the Tel Aviv
Stock Exchange and intend to vote their Ordinary Shares either in person or by proxy must deliver the Company, no later than 48
hours prior to the scheduled date of the Extraordinary General Meeting, an ownership certificate confirming their ownership
of the Company's Warrants on the Warrant holders Record Date, which certificate must be approved by a recognized financial
institution. Alternatively, Warrant holders may vote electronically via the electronic voting system of the Israel Securities
Authority up to six hours before the time fixed for the Extraordinary General Meeting. You should receive instructions about
electronic voting from the Tel Aviv Stock Exchange member through which you hold your Warrants.
return their proxies by the date set forth on their form of proxy.
If you are a beneficial
owner of Ordinary Shares or warrants registered in the name of a member of the Tel Aviv Stock Exchange and you wish to vote, either
by appointing a proxy, or in person by attending the Extraordinary General 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), 4760 - 2000. Detailed voting instructions are provided in the Proxy Statement.
Kasbian Nuriel Chirich
Chairman of the Board
CELLECT BIOTECHNOLOGY
EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
is being solicited by the board of directors (the "Board of Directors") of Cellect Biotechnology Ltd. (the "Company")
for use at the Company's Extraordinary General Meeting of Shareholders and holders of the Company's Series -1 Stock
Options (the "Extraordinary Meeting") to be held on January 9, 2017, at 15:00 (Israel time), or at any adjournment
or postponement thereof. Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein
will vote the ordinary shares, no par value, of the Company (the "Ordinary Shares"), the Ordinary Shares associated
with each ADS and the holders of the Company's Series-1 Stock Options (the "Warrant") covered thereby
in accordance with the directions of the shareholders, ADS holders or Warrant holders executing the proxy. In the absence of such
directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares, ADS and Warrants represented thereby
will be voted in favor of each of the proposals, as applicable, described in this proxy statement.
Two or more shareholders
present, personally or by proxy, holding not less than thirty three percent (33%) of the Company's outstanding Ordinary Shares,
including the ADSs, shall constitute a quorum for the Extraordinary Meeting. Two or more Warrant holders present, personally or
by proxy, holding not less than thirty three percent (33%) of the Company's Warrants shall constitute a quorum for the Extraordinary
Meeting. If within half an hour from the time the Extraordinary Meeting is convened a quorum is not present, the Extraordinary
Meeting shall stand adjourned until January 16, 2017, at the same time as Meeting (Israel time). If a quorum is not present at
the adjourned Extraordinary Meeting within half an hour from the time appointed for such adjourned Extraordinary Meeting, any number
of shareholders present personally or by proxy shall be deemed a quorum, and shall be entitled to deliberate and to resolve in
respect of the matters for which the Extraordinary Meeting was convened. Abstentions and broker non-votes are counted as Ordinary
Shares present for the purpose of determining a quorum.
350 of the Israeli Companies Law, 5799-1999 (the "Israeli Companies Law"), Proposal 1 described
hereinafter requires the affirmative vote of at least a three fourths majority of the votes of shareholders and ADS holders
present and voting on the matter for shareholders to approve Proposal 1, provided that (i) such a majority does not include a shareholder
whose Warrants holdings have a value that is more than 70% of the value of their own share holdings in the Company's shares, or
(ii) the number Warrants, from all the Warrants series, held by the shareholder is greater than 70% of the number shares held by
the same shareholder in the company, (a "Proposal 1 Special Majority").
In addition, pursuant to the provisions of the Warrants, Proposal 1 requires the affirmative vote of at least a three fourths
majority of the votes of Warrant holders present and voting on the matter (the "Warrant Holders Three Fourths Majority").
Proposal 1 is being voted on by our shareholders, ADS holders and Warrant holders.
Please note that you are required to indicate
on the proxy card with respect to Proposal 1 whether or not the value of your Warrants holdings is 70% higher than the value of
your total share holdings in the Company, or if the quota of Warrants you hold is 70% higher than the quota of shares you hold
in the Company. If you fail to indicate so on the proxy card, your vote may not be counted with respect to the Proposal 1, for