Full Press Release Details
REDHILL BIOPHARMA LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on July 31, 2013
Annual General Meeting of Shareholders of Redhill Biopharma Ltd (the "Company"), will be held at the offices of the
Company, 21 Ha'arba'a Street, Tel-Aviv, Israel on July 31, 2013 at 11:00 am Israel time, or at any adjournments thereof (the "Meeting"),
for the following purposes:
shareholders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company
for the fiscal year ended December 31, 2012, pursuant to the provisions of the Israel Companies Law 1999.
The Company currently
is unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
and ADR holders of record at the close of business on June 25, 2013 shall be entitled to receive notice of and to vote at the General
Meeting. At the close of business on June 25, 2013, the Company had outstanding 61,918,747 Ordinary Shares, each of which is entitled
to one vote for each of the matters to be presented at the General Meeting.
of Directors recommends that you vote "FOR" the proposals, as specified on the enclosed form of proxy.
plan to attend the Meeting, it is important that your shares be represented. Accordingly, you are kindly requested to complete,
date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience so that it will be received no later
than 48 hours prior to the Meeting. Execution of a proxy will not in any way affect a shareholder's right to attend the Annual
General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
Shareholders registered
in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel Aviv Stock Exchange,
may also vote through the enclosed proxy by completing, dating, signing and mailing the proxy to the Company's offices. Shareholders
registered in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel Aviv Stock
Exchange who vote their 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 shares either in person or by proxy must deliver the Company an ownership certificate confirming their ownership of
the Company's shares on the 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) of 2000, as amended.
| By Order of the Board of Directors, | |
| Dror Ben-Asher | |
| Chairman of the Board of Directors |
REDHILL BIOPHARMA LTD.
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 2013
This Proxy Statement is furnished to
the holders of ordinary shares, par value NIS 0.01 per share (the "Ordinary Shares"), and to holders of American Depository
Shares ("ADSs"), evidenced by American Depositary Receipts ("ADRs") issued by The Bank of New York Mellon
("BNY Mellon"), of RedHill Biopharma Ltd. (the "Company" or "RedHill") in connection with the
solicitation by the board of directors (the "Board") of proxies for use at the Annual General Meeting of Shareholders
(the "General Meeting"), to be held on July 31, 2013, at 11:00 am Israel time at the offices of the Company, 21 Ha'arba'a
Street, Tel-Aviv, Israel, or at any adjournments thereof.
is proposed at the General Meeting to adopt the following proposals or to consider the following items:
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for
the fiscal year ended December 31, 2012, pursuant to the provisions of the Israel Companies Law 1999.
The Company currently
is unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Shareholders Entitled to Vote
and ADR holders of record at the close of business on June 25, 2013 shall be entitled to receive notice of and to vote at the General
Meeting. At the close of business on June 25, 2013, the Company had outstanding 61,918,747 Ordinary Shares, each of which is entitled
to one vote for each of the matters to be presented at the General Meeting.
A form of proxy for use at the General
Meeting and a return envelope for the proxy are enclosed. By appointing "proxies", shareholders may vote at the General
Meeting whether or not they attend. If a properly executed proxy in the enclosed form is received by the Company at least 48 hours
prior to the General Meeting, all of the shares represented by the proxy shall be voted as indicated on the form. Subject to applicable
law and the rules of the NASDAQ Stock Market, in the absence of instructions, the shares represented by properly executed and received
proxies will be voted "FOR" all of the proposed resolutions to be presented at the General Meeting for which the Board
recommends a "FOR", other than Proposals No. 3, 4, 5, 6 and 7. Shareholders and ADR 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 BNY Mellon (in the case of holders of ADRs) a written notice of revocation or duly executed proxy bearing a later date.
Expenses and Solicitation
The Board is soliciting
proxies for use at the General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxies to shareholders
and ADR holders on or about June 26, 2013. In addition to solicitation of proxies by mail, certain officers, directors, employees
and agents of the Company, none of whom shall receive additional compensation therefore, may solicit proxies by telephone, telegram
or other personal contact. The Company shall bear the cost of the solicitation of the proxies, including postage, printing and
handling and shall reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners
of Ordinary Shares or ADRs.
These proxies and proxy
cards shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Israeli Companies Law, 5759-1999
(the "Companies Law").
or more shareholders holding shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of the Company,
present in person or by proxy at the General Meeting and entitled to vote thereat, shall constitute a quorum. If within half an
hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall be adjourned to the next
business day following the day of the scheduled meeting, at the same time and place, or at such other day, time and place as shall
be prescribed by the Board in a notification to the shareholders. At such reconvened meeting, any one shareholder present in person
or by proxy shall constitute a quorum regardless of the number of shares represented.
Each of the resolutions
to be presented at the General Meeting requires the affirmative vote of at least a majority of the voting power represented at
the General Meeting, in person or by proxy, and voting on the matter presented. The approvals of Proposals 3, 4, 5, 6 and 7 require
the affirmative vote of the Company's shareholders holding at least a majority of the Company's Ordinary Shares present,
in person or by proxy, and voting on the matter, provided that such majority includes: (i) at least a majority of the shares of
the voting shareholders who are non-controlling shareholders and do not have a personal interest in the approval of the proposal
(in counting the total votes of such shareholders, abstentions shall not be taken into account) or (ii) the total number of votes
against the proposal among the shareholders mentioned in paragraph (i) does not exceed two percent (2%) of the aggregate voting
power in the Company (a "Special Majority").
Shareholders wishing
to express their position on an agenda item for this General Meeting may do so by submitting a written statement ("Position
Statement") to the Company's offices, c/o Mr. Ori Shilo, at 21 Ha'arba'a Street, Tel-Aviv, 64739 Israel. Any Position
Statement received will be furnished to the Securities and Exchange Commission (the "Commission") on Form 6-K, and
will be made available to the public on the Commission's website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il
must be submitted to the Company by no later than July 5, 2013.
Reporting Requirements
The Company is subject
to the information reporting requirements of the Securities Exchange Act of 1934, United States (the "Exchange Act"),as
amended, applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission.
Our filings with the Commission may be inspected without charge at the Commission's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission
at 1-800-SEC-0330. Our filings are also available to the public on the Commission's website at http://www.sec.gov.
As a foreign private