Full Press Release Details
AND RESTATED ARTICLES OF ASSOCIATION
AS OF: JANUARY 31, 2018
| INTERPRETATION | 1 |
| NAME OF THE COMPANY | 2 |
| OBJECTIVES | 2 |
| PUBLIC COMPANY | 2 |
| LIMITED LIABILITY | 3 |
| CAPITAL, SHARES AND RIGHTS | 3 |
| REGISTERED HOLDER | 4 |
| TRANSFER OF SHARES | 4 |
| TRANSMISSION OF SHARES | 5 |
| CALLS ON SHARES | 5 |
| ALTERATIONS OF THE REGISTERED SHARE CAPITAL | 6 |
| MODIFICATION OF CLASS RIGHTS | 7 |
| BORROWING POWERS | 7 |
| GENERAL MEETINGS | 7 |
| NOTICE OF GENERAL MEETINGS | 8 |
| PROCEEDINGS AT GENERAL MEETINGS | 9 |
| QUORUM | 9 |
| CHAIRMAN OF THE GENERAL MEETING | 9 |
| VOTE OF SHAREHOLDERS | 10 |
| DIRECTORS | 11 |
| POWERS, NUMBER OF DIRECTORS, COMPOSITION & ELECTION | 11 |
| REMUNERATION | 12 |
| CHAIRMAN OF THE BOARD | 13 |
| PROCEEDINGS OF THE DIRECTORS | 13 |
| QUORUM | 13 |
| METHODS OF ATTENDING MEETINGS | 13 |
| ALTERNATE DIRECTOR | 14 |
| COMMITTEES | 14 |
| APPROVAL OF CERTAIN TRANSACTIONS WITH RELATED PARTIES | 15 |
| RECORDS AND VALIDITY OF ACTS | 15 |
| CHIEF EXECUTIVE OFFICER | 15 |
| INSURANCE, EXCULPATION, AND INDEMNITY | 15 |
| INSURANCE OF OFFICE HOLDERS | 15 |
| INDEMNITY OF OFFICE HOLDERS | 16 |
| ADVANCE INDEMNITY | 17 |
| RETROACTIVE INDEMNITY | 17 |
| EXCULPATION | 17 |
| INSURANCE, EXCULPATION AND INDEMNITY - GENERAL | 18 |
| APPOINTMENT OF AN AUDITOR | 18 |
| INTERNAL AUDITOR | 18 |
| MERGER AND REORGANIZATION | 18 |
| SIGNATORIES | 18 |
| DISTRIBUTIONS | 19 |
| REDEEMABLE SECURITIES | 19 |
| DONATIONS | 19 |
| NOTICES | 19 |
AND RESTATED ARTICLES OF ASSOCIATION
SOL-GEL TECHNOLOGIES LTD.
| TERMS | MEANINGS | ||
| Articles | These Amended and Restated Articles of Association as may be amended from time to time. | ||
| Auditor ( Roeh Cheshbon Mevaker ) | As defined under the Law. | ||
| Board | The Board of Directors of the Company. | ||
| CEO | Chief Executive Officer, also referred to under the Law as the general manager. | ||
| Class Meeting | A meeting of the holders of a class of shares. | ||
| Chairman | Chairman of the Board. | ||
| Company | Sol-Gel Technologies Ltd. | ||
| Companies Regulations | All regulations promulgated from time to time under the Companies Law. | ||
| Distribution | As defined under the Law. | ||
| External Director | As defined under the Law. | ||
| Internal Auditor | An internal auditor appointed to the Company in accordance with Section 146(a) of the Companies Law. | ||
| The Law or the Companies Law | The Israeli Companies Law, 5759 - 1999 and the Companies Regulations, or any other law and regulations which may come in their stead, in each case, as amended from time to time. | ||
| NIS | New Israeli Shekel, the lawfully denominated currency of the State of Israel. | ||
| The Office | The registered office of the Company from time to time. |
| Office Holder | As defined under the Law. | ||
| Ordinary Share(s) | The Company's Ordinary Shares, NIS 0.1 par value each. | ||
| Register | The Company's shareholders register, maintained in accordance with the Companies Law. | ||
| Simple Majority | A majority of more than fifty percent (50%) of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes. | ||
| Special Majority | A majority of sixty six and two thirds percent (66-2 3%) or more of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes. | ||
| The Statutes | The Law and to the extent applicable to the Company, the Israeli Companies Ordinance (New Version) 1983, the Securities Law, 5728 - 1968 (the "Securities Law") and all applicable laws and regulations applicable in any relevant jurisdiction (including without limitation U.S. federal laws and regulations), and rules of any stock market in which the Company's shares are registered for trading as shall be in force from time to time. |
Subject to the provisions
of this Article 1 and unless the context necessitates another meaning, terms and expressions in these Articles which have
been defined in the Companies Law shall have the meanings ascribed to them therein.
Any provision or part
thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.
TRANSMISSION OF SHARES
ALTERATIONS OF THE REGISTERED
MODIFICATION OF CLASS RIGHTS
Any request for convening
a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting,
and shall be delivered to the Company's registered offices.
PROCEEDINGS AT GENERAL MEETINGS
Except as provided in
the following Article with regard to an adjourned general meeting, the quorum for any general meeting shall be the presence of
at least two shareholders in person or by proxy (including by voting deed) holding 33 1/3% or more of the voting rights in the
Company. For this purpose, abstaining shareholders shall be deemed present at the general meeting.
Chairman of the General Meeting
VOTE OF SHAREHOLDERS
Such instrument shall
be duly signed by the appointer or his duly authorized attorney or, if such appointer is a company or other corporate body, under
its common seal, stamp or printed name or the hand of its duly authorized agent(s) or attorney(s).
Powers, Number of Directors,
Composition & Election
Chairman of the Board
Unless otherwise determined
by the Board, written notice of any meeting of the Board and the agenda setting out the matters to be discussed at such meeting,
shall be given to all directors at least seventy two (72) hours (or such shorter notice as all the directors may agree) before
the meeting. In urgent cases, a majority of the members of the Board may decide to hold a meeting without such notice.
If a quorum is not present
at the meeting of the Board within half an hour after the time scheduled for the meeting, the meeting may be adjourned to another
time as shall be decided by the Chairman, or in his absence, the directors present at the meeting, provided that notice of no less
than twenty four (24) hours in advance shall be given to all the directors of the time of the adjourned meeting. The directors
may waive the necessity of such notice either beforehand or retrospectively. The quorum for the commencement of the adjourned meeting
shall be at least one member of the Board.
Methods of Attending Meetings
resolution adopted by the Board in such a meeting, pursuant to the provisions of these Articles, will be recorded in writing and
signed by the Chairman (or in his absence by the chairman of the meeting), and shall be valid as if adopted at a meeting of the
Board duly convened and held.
may consist of several counterparts, each signed by one or more directors. Such resolution in writing shall be effective as of
the last date appearing on the resolution, or if the resolution is signed in two or more counterparts, as of the last date appearing
on the counterparts.
shall be entitled, while holding office, to receive notices of meetings of the Board and to attend and vote as a director at any
meetings at which the appointing director is not present and generally to exercise all the powers, rights, duties and authorities
and to perform all functions of the appointing director.
The document appointing
an alternate director must be submitted to the Chairman of the Board at least 48 hours before the opening of the first Board meeting
to be attended by such alternate director.
Approval of Certain Transactions
with Related Parties
Records and Validity of Acts
Chief Executive Officer
INSURANCE, EXCULPATION, AND INDEMNITY
Insurance of Office Holders
Indemnity of Office Holders
Retroactive Indemnity
Insurance, Exculpation and Indemnity
APPOINTMENT OF AN AUDITOR
or a committee of the Board if such determination was delegated to a committee, including undertakings or payments to the Auditor.
The Board shall report the fees of the Auditor to the Annual Meeting.
MERGER AND REORGANIZATION
REDEEMABLE SECURITIES
document which shall be sent shall be deemed to have reached its destination on the third day after the day of mailing if sent
by registered mail or regular mail, or on the first day after transmission if delivered in person, transmitted by fax or electronic
Should it be required
to prove delivery, it shall be sufficient to prove that the notice or document sent contains the correct mailing, e-mail, or fax
details as registered in the Register or any other address which the shareholder submitted in writing to the Company as the address
and fax or e-mail details for the submission of notices or other documents.
Subject to the provisions
of the Statutes, a notice to a shareholder may be served, as a general notice to all shareholders, published by the Company on
the website of (i) the United States Securities and Exchange Commission, and (ii) the Company, in accordance with applicable rules
and regulations of any stock market upon which the Company's shares are listed.
In cases where it is
necessary to give advance notice of a particular number of days or notice which shall remain in effect for a particular period,
the day the notice was sent shall be excluded and the scheduled day of the meeting or the last date of the period shall be included
The Company shall not
be required to give notice to its registered shareholders pursuant to the Companies Law, unless otherwise required by Statutes.
Subject to the Statutes, the Company shall not be required to send notices to any shareholder who is not registered in the Register
or has not provided the Company with accurate and sufficient mailing details.
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