Full Press Release Details
SCINAI IMMUNOTHERAPEUTICS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
To Be Held on August 12, 2024
An Extraordinary Meeting of Shareholders of Scinai Immunotherapeutics Ltd. (the Company ) will be held at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Round Tower, Tel Aviv 6701101, Israel on Monday, August 12, 2024, at 11:00 a.m. Israel time, or at any adjournments thereof (the Meeting ) for the following purposes:
1. To approve amendments to the Company's articles of association to authorize the creation of preferred shares, no par value per share, of the Company ( Preferred Shares ), and to approve the issuance of Preferred Shares in connection with a debt-to-equity conversion transaction with the European Investment Bank (the EIB Transaction ), all subject to the consummation of the EIB Transaction.
2. To approve a grant of 17,909 restricted share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman's long-term incentive grant award for 2023.
The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record of ordinary shares, no par value (the Ordinary Shares ), represented by American Depositary Shares ( ADSs ) evidenced by American Depositary Receipts issued by The Bank of New York Mellon, at the close of business on July 3, 2024, shall be entitled to receive notice of and to vote at the Meeting.
The Board of Directors recommends that you vote FOR each of the proposals, as specified on the proxy card that has been sent to you together with a prepaid return envelope for the proxy.
Whether or not you plan to attend the Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested at your earliest convenience to complete, date, sign and mail the proxy that has been sent to you separately. Execution of a proxy will not in any way affect a shareholder's right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
ADS holders should return their proxies to BNY Mellon by the date set forth on their form of proxy.
This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.scinai.com and the Securities and Exchange Commission's website at http://www.sec.gov.
| By Order of the Board of Directors, | ||
| Mark Germain | ||
| Chairman of the Board of Directors | ||
| Jerusalem, Israel |
SCINAI IMMUNOTHERAPEUTICS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
FOR EXTRAORDINARY MEETING OF SHAREHOLDERS
To Be Held on August 12, 2024
This Proxy Statement is furnished to the holders of ordinary shares, no par value (the Ordinary Shares ), represented by American Depositary Shares ( ADSs ) evidenced by American Depositary Receipts issued by The Bank of New York Mellon ( BNY Mellon ), of Scinai Immunotherapeutics Ltd. (the Company ) in connection with the solicitation by the board of directors of the Company (the Board of Directors or the Board ) of proxies for use at an Extraordinary Meeting of Shareholders (the Meeting ), to be held on Monday, August 12, 2024, at 11:00 a.m. Israel time at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Round Tower, Tel Aviv 6701101, Israel, or at any adjournments thereof.
It is proposed at the Meeting to adopt the following proposals or to consider the following items:
1. To approve amendments to the Company's articles of association to authorize the creation of preferred shares, no par value per share, of the Company ( Preferred Shares ), and to approve the issuance of Preferred Shares in connection with a debt-to-equity conversion transaction with the European Investment Bank (the EIB Transaction ), all subject to the consummation of the EIB Transaction.
2. To approve a grant of 17,909 restricted share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman's long-term incentive grant award for 2023.
The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Shareholders Entitled to Vote
Only holders of record of Ordinary Shares represented by ADSs at the close of business on July 3, 2024 (the Record Date ) shall be entitled to receive notice of and to vote at the Meeting. At the close of business on July 1, 2024, the Company had outstanding 3,354,313,984 Ordinary Shares represented by 838,578 ADSs (each representing 4,000 Ordinary Shares), each entitled to vote on each of the matters to be presented at the Meeting.
A form of proxy card for use at the Meeting has been sent to the ADS holders together with a prepaid return envelope for the proxy. By appointing proxies , ADS holders may vote at the Meeting, whether or not they attend. 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 the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a FOR . ADS holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with BNY Mellon a written notice of revocation or duly executed proxy bearing a later date.
ADS holders should return their proxies to BNY Mellon by the date set forth on their form of proxy.
Expenses and Solicitation
The Board of Directors is soliciting proxies for use at the Meeting. The Company expects to mail the proxy cards to ADS holders and make available this Proxy Statement on the Company's website at https://www.scinai.com/proxystatement on or about July 8, 2024. In addition to solicitation of proxies to ADS holders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or
other personal contact. The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling to the extent applicable and shall reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares or ADSs.
This Proxy Statement and proxy card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Israeli Companies Law, 5759-1999, or the Companies Law.
The quorum required for the Meeting consists of at least one or more shareholders who are present at the Meeting, in person or by proxy or represented by their authorized persons, and who hold in the aggregate ten percent or more of the voting rights of the Company. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a legal quorum.
Should no legal quorum be present one-half hour after the scheduled time, the Meeting will be adjourned to one week from that day, at the same time and place, i.e., on August 19, 2024, at 11:00 a.m. (Israel Time) at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Round Tower, Tel Aviv 6701101, Israel. Should such legal quorum not be present half an hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal quorum.
The approval of Proposal 1 requires the affirmative vote of at least seventy five percent (75%) of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented. The approval of Proposal 2 requires the affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy, and voting on the matter presented, without taking into account abstaining votes, provided that one of the following two alternatives must apply: (i) such majority vote at the Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.
For this purpose, personal interest is defined under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes the foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excluding a personal interest arising solely from the fact of holding shares in the Company.
The foregoing threshold for approval of Proposal 2 is referred to herein as a Special Majority.
Shareholders wishing to express their position on the agenda items for this Meeting may do so by submitting a written statement ( Position Statement ) to the Company's offices, c/o Mr. Uri Ben-Or, at Scinai Immunotherapeutics Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, by no later than August 2, 2023. Any Position Statement received that is in accordance with the guidelines set by the Companies Law will be furnished to the U.S. 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.
APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION TO
AUTHORIZE THE CREATION OF PREFERRED SHARES AND APPROVAL OF THE ISSUANCE
OF PREFERRED SHARES IN CONNECTION WITH A DEBT-TO-EQUITY CONVERSION
TRANSACTION WITH THE EUROPEAN INVESTMENT BANK
Background of Current EIB Agreement
On June 19, 2017, we entered into a Finance Contract (the Finance Contract ) with the European Investment Bank (the EIB ), for the financing of up to EUR 20 million, which was later expanded to EUR 24 million ( Loan ), to finance a portion of the cost of developing our previous leading drug candidate M-001 and our GMP biologics manufacturing facility. As part of the Finance Contract, we also entered into a security agreement (the Security Agreement ), whereby we created a first ranking floating charge in favor of EIB over substantially all of our assets (other than certain licensed intellectual property related to our former M-001 program).
In August 2022 and November 2023, the parties amended the terms of the Finance Contract to provide new terms of the Loan, including:
- Loan extension: An extension of the maturity dates from 2023 (EUR 20 million) and 2024 (EUR 4 million) until December 31, 2031;
- Interest accrual: Although the Loan has been outstanding since 2018, interest on the Loan began to accrue starting January 1, 2022, at an annual rate of 7%. The interest payments are deferred until the new maturity date and will be added to the principal balance at the end of each year during the Loan period.
- Principal repayment: $900,000 was paid by the Company shortly after the execution of the relevant amendment letter with the EIB in August 2022 and was applied to reduce the outstanding Loan. Going forward, 10% of any capital raises until maturity to be used to further repay the Loan Interest including any outstanding accrued interest. In accordance with these terms, $1,927,132 has been paid by the Company to the EIB since August 2022 in connection with the financings that the Company completed.
- Variable remuneration to the EIB: Once the Company's commercial sales exceed EUR 5 million, 3% of the Company's topline revenues to be paid to the EIB as royalties until the EIB receives (from the Loan repayment, inter alia the interest and the royalties) the higher of (i) a total of 2.8 times the original EUR 24 million principal (as provided in the original Loan agreement) and (ii) 20% internal rate of return on the principal calculated from January 1, 2022.
- Prepayment indemnity: In case the Company decides to discharge all liabilities under the Finance Contract, inter alia, payments of the variable remuneration, the Company would need to repay to the EIB an indemnity amount in addition to the Loan principal and the accrued interest. The indemnity will be calculated such that the EIB receives an additional payment equal to the greater of (i) the prepayment amount (i.e., twice the prepayment amount in the aggregate) and (ii) the amount required to realize 20% internal rate of return on the prepayment amount at the time of prepayment.
Background of Delisting Notice from Nasdaq
As previously announced, on May 20, 2024, the Company received a determination letter from the Listing Qualifications Department (the Staff ) of the Nasdaq Stock Market ( Nasdaq ) notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing of the ADSs on the Nasdaq Capital Market which requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the Stockholders Equity Requirement ). The Company's Annual Report on Form 20-F for the year ended December 31, 2023, filed by the Company with the Commission on May 15, 2024, reported a stockholders' deficit of $4,569,000 which is below the Stockholders' Equity Requirement for continued listing on the Nasdaq Capital Market. The Company also announced that that a hearing had been scheduled before the Nasdaq Hearings Panel (the Hearings Panel ). At the June 18th hearing, the Company presented its views with respect to the Stockholders' Equity Requirement, including presenting a plan to address the Stockholders' Equity Requirement matter by converting a significant portion of the loan owed by the Company the European Investment Bank (the EIB ) into equity. The
Company stated that it believes that the substantial reduction in long-term liabilities should not only enable it to regain compliance with the Stockholders' Equity Requirement but would also allow it to remain compliant for the next 12 months and maintain the listing of the ADS on the Nasdaq Capital Market.
On July 3, 2024, the Company announced that it had received a notice from the Hearings Panel that based on the Company's plan the Hearings Panel had determined to grant the Company's request to continue its listing on Nasdaq through August 14, 2024, subject to the Company meeting certain conditions, including filing on or before August 14, 2024, a public disclosure demonstrating compliance with the Equity Requirement. The Company has prepared a white paper analyzing the accounting impact of the transaction and has retained an external advisor to review the terms of the debt-to-equity conversion described below and advise whether the conversion would be treated as equity, thereby enabling the Company to regain compliance with the Stockholders' Equity Requirement. The above-mentioned white paper is still under review by the Company's independent registered public accounting firm, Kesselman & Kesselman, Certified Public Accountants (Isr.), a member of PricewaterhouseCoopers International Limited. As part of its plan to regain compliance, the Company plans to file financial statements for the quarter ended June 30, 2024 to be reviewed by its independent registered public accounting firm.
Proposed Debt-to-Equity Conversion Transaction with EIB
As result of the foregoing, the Company initiated discussions with the EIB, and received a signed, non-binding, letter of intent from the EIB confirming that the EIB's management has approved the financial restructuring of EIB's loan based on an indicative Term Sheet (the Term Sheet ), which provides, among other things, that the majority of the amounts owed by the Company to the EIB under the Finance Contract, aside from EUR 250,000 as described below in the Reduction of Outstanding Principal section, would be converted into equity of the Company. The Term Sheet remains subject to the following conditions: reaching a formal agreement on the amendments to the Finance Contract and any other relevant legal documentation, and fulfilling any conditions precedent, including obtaining the necessary corporate authorization by the Company, all to the EIB's full satisfaction.
As described below, in connection with the proposed transaction the Company will issue to the EIB preferred shares of the Company. As the current Articles of Association of the Company (the Articles ) do not authorize the issuance of preferred shares, the Board is requesting that shareholders approve amendments to the Articles, a marked copy of which (additions are underscored, deletions are struck through) is attached to this Proxy Statement as Appendix A (the Amended Articles ) to authorize the creation of preferred shares, no par value per share, of the Company (the Preferred Shares ), and the Board is requesting that shareholders approve the issuance of Preferred Shares to the EIB as described below, all subject to consummation of the EIB Transaction.
The following is a summary of the material terms of the Term Sheet and the Amended Articles, which are qualified in their entirety by reference to the Term Sheet and the Amended Articles, respectively. The parties intend to enter into definitive agreements amending the Finance Contract and related documents reflecting the terms below. In addition to the terms below, such definitive agreements may also include rights commonly granted to purchasers of private securities of public companies.
Conversion of Debt into Equity. An amount equal to approximately EUR 26 million (equal to approximately $28 million as of July 5, 2024), including interest accrued to date, currently owed by the Company to the EIB under the Finance Contract would be converted into 1,000 Preferred Shares.
Conversion Terms of Preferred Shares. The Preferred Shares will be convertible (in whole or in part), at the option of the EIB, into a fixed number of ordinary shares determined at the time of closing, which will then automatically be converted into ADSs. The aggregate number of ADSs that may be issued to the EIB upon conversion of the Preferred Shares will represent in the aggregate 19.5% of the fully diluted capital of the Company at the time of the date of closing ( Closing ) of the transactions contemplated by the revised financial contract to be signed between the Company and the EIB regarding the debt to equity conversion, with each Preferred Share convertible into a number of Ordinary Shares (represented by ADSs) representing 0.0195% of the fully diluted share capital of the Company at the time of closing. Based on the fully diluted share capital as of July 1, 2024 and assuming the approval of the grant of 17,909 RSUs to Mr. Amir Reichman, our CEO, as described in Proposal 2 below, the number of ADSs that would be issued upon conversion of each Preferred Share would be 364 ADSs (representing 1,456,000 Ordinary Shares), and the aggregate number of ADSs that would be issued upon conversion of all of the Preferred Shares would be 364,000 (representing 1,456,000,000 Ordinary Shares. In the event of an increase in the fully diluted share capital of the Company after the date of this Proxy Statement and prior to the date of Closing, the number of ADSs issuable upon conversion of each Preferred Share will be adjusted to represent 0.0195% of the fully diluted share capital on the date of Closing. The number of ADSs that can be acquired upon conversion of the Preferred Shares is also subject to adjustment in the event of any share split, share dividend and similar events involving the Ordinary Shares.
Reduction of Outstanding Principal. The outstanding principal amount owed by the Company to the EIB under the Amended Finance Contract would be reduced to EUR 250,000 (equal to approximately $269,900 as of July 5, 2024). The outstanding amount would have a maturity date of December 31, 2031, would not be prepayable in advance, and no interest would accrue or be due and payable on such amount. The Security Agreement between the parties would be amended to cover the new outstanding principal amount and the EIB would have a first ranking secured lien up to the new principal amount. The limitations on the Company under the Finance Contact, including the ability to incur certain indebtedness and enter certain mergers and acquisitions, would continue to apply.
Stated Redemption Value of the Preferred Shares. Pursuant to the Amended Articles, the Preferred Shares would entitle the holders thereof to redemption payments in the aggregate amount of $34 million ($34,000 per Preferred Share). In the event a Preferred Share is converted into Ordinary Shares, the right to receive such payment for such Preferred Share will be extinguished. The Company will pay the redemption payment only if and at such time (i) as the Company elects, at its sole discretion, to make any such redemption payments, provided that such redemption is in compliance with applicable law, including the Company's legal ability to pay a dividend to its shareholders, or (ii) in the event of Liquidation (as defined in the Amended Articles) of the Company, in which event the Company will first make the redemption payment (either in whole or, if less than the entire amount, on a pro rata basis based on the number of Preferred Shares held by each holder) before making any payment to holders of Ordinary Shares. The Preferred Shares will not be entitled to cumulative dividends.
Limit on Holdings of 4.99% of the Outstanding ADSs at any time. The Preferred Shares would contain a provision preventing the holder from converting such number of Preferred Shares into ADSs to the extent that if, as a result of such conversion, the holder would become the beneficial owner of more than 4.99% of the Company's outstanding shares as determined under the rules promulgated in the Securities Exchange Act of 1934, as amended.
Veto Rights. The holders of a majority of the Preferred Shares would also have veto rights over the ability of the Company to (i) incur Indebtedness (as defined in the Amended Articles), subject to certain exceptions, (ii) enter into an M&A Event (as defined in the Amended Articles), (iii) voluntarily delist the trading of the Company's securities on Nasdaq and (iv) authorize the creation of any security having rights, preferences and privileges equal to or greater than those of the Preferred Shares, including the issuance of additional Preferred Shares. The definitions of Indebtedness and M&A Event in the Amended Articles would be identical to the definitions of such terms in the Finance Contract.
Removal of Variable Remuneration. The amended Finance Contract would remove the variable remuneration to the EIB currently part of the Finance Agreement and described above under Background of Current EIB Agreement.
Right of First Refusal. The Company would have a right of first refusal in the event that the EIB intends to sell, transfer, assign or otherwise dispose of any or all of the Preferred Shares.
The above remains subject to the Company and the EIB finalizing the Amended Finance Contract, Amended Articles and any other relevant legal documentation, and the fulfilment of any conditions precedent, all to the EIB's satisfaction, and there is no guarantee that this will occur.
It is proposed that at the General Meeting, the following resolution be adopted:
RESOLVED, to approve amendments to the Company's articles of association to authorize the creation of preferred shares, no par value per share, of the Company ( Preferred Shares ), and to approve the issuance of Preferred Shares in connection with a debt-to-equity conversion transaction with the European Investment Bank (the EIB Transaction ), all subject to the consummation of the EIB Transaction.
The approval of Proposal 1 requires the affirmative vote of at least 75% of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
GRANT OF 17,909 RESTRICTED SHARE UNITS TO MR. AMIR REICHMAN AS MR. REICHMAN'S
LONG-TERM INCENTIVE GRANT AWARD FOR 2023
At the Meeting you will be asked to approve a one-time grant of 17,909 RSUs to Mr. Amir Reichman, our Chief Executive Officer, as Mr. Reichman's long-term incentive grant award for 2023. If approved, the RSUs will vest as follows: (i) 25% of the RSUs will vest on the six month anniversary of January 25, 2024, the date of the meeting of the Board that approved the grant of RSUs subject to approval of the shareholders, (ii) 8.33% of the RSUs will vest on January 25, 2025, and (iii) 33.33% of the RSUs will vest on January 25, 2026, and (iv) 33.33% of the RSUs will vest on January 25, 2027. The RSUs will be granted in accordance with the Capital Gains Tax Route of Section 102 of the Israel Tax Ordinance and otherwise in accordance with our Plan.
The Compensation Committee and the Board believe that in order to align the interests of our CEO with the interests of our shareholders it is important that part of our CEO's compensation includes long-term equity compensation. These awards link a significant portion of our CEO's compensation to delivering value to our shareholders and encouraging his retention through long-term vesting periods. The proposed grant of 17,909 RSUs to Mr. Reichman in equity compensation for his service to the Company in 2023 will directly link Mr. Reichman's performance to delivering value to our shareholders. The proposed long term incentive RSUs grant to Mr. Reichman should be considered favorably also because he, as well all other employees and executives, elected voluntarily to forego any short term cash incentive for their work in 2023, which is normally part of the Company's policy regarding compensation, in order to preserve cash for the Company's operations.
The Companies Law generally requires that the compensation of a company's chief executive officer be approved by the company's compensation committee, board and shareholders, in that order. In addition, the Companies Law requires such approvals for transactions between a company and its directors regarding their terms of employment in other positions in the company. The Compensation Committee recommended, and the Board approved, the proposed grant of RSUs to Mr. Reichman as Mr. Reichman's long-term incentive grant award for 2023 and determined that such compensation is consistent with our Compensation Policy for Executive Officers and Directors.
It is proposed that at the Meeting the following resolution be adopted:
RESOLVED, to approve the grant of 17,909 RSUs to Mr. Amir Reichman as Mr. Reichman's long-term incentive grant award for 2023 on such terms as described in the Proxy Statement.
A Special Majority is required for shareholders to approve this resolution.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
Other than as set forth above, as of the mailing of this Proxy Statement, management knows of no other business to be transacted at the Meeting, but, if any additional matters are properly presented at the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.
By Order of the Board of Directors
Chairman of the Board of Directors
COMPANIES LAW, 5759 1999
LIMITED SHARES COMPANY
Amended and Restated Articles of Association
SCINAI IMMUNOTHERAPEUTICSLTD.
1. In these articles, except where the written content requires a different interpretation:
Law As defined in the Interpretation Law, 5741 1981;
The Company The abovementioned Company;
The Law or the Companies Law The Companies Law, 5759 1999, as it shall be from time to time;
Administrative Enforcement Proceeding An administrative enforcement proceeding in accordance with the provisions of any law, including the Improvement of Enforcement Proceedings Law and the Securities Law, including an administrative petition or appeal in connection with the aforementioned proceeding;
Securities Law The Securities Law, 5728 1968, as it is updated from time to time;
The Office or the Registered Office The Company's office, the address of which is registered with the Registrar, as it shall be from time to time;
The Ordinance or the Companies Ordinance The Companies Ordinance (new version), 5743 1983, as it is updated from time to time, and the regulations subject thereto;
Ordinary Majority An ordinary majority of the total votes of shareholders of Ordinary Shares attending a general meeting or class meetings, as the case may be, who are entitled to vote and have voted therein, without taking into account the abstaining votes;
Year or Month According to the Gregorian calendar;