Exhibit
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Description |
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SHL Telemedicine Ltd.
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By:
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/s/ Amir Hai
Amir Hai
Chief Financial Officer
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Sincerely,
/s/ Yariv Alroy
Yariv Alroy
Chairman of the Board of Directors
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1. |
To approve the Company’s Compensation Policy for Executive Officers and Directors for a period of three years from the date of the Meeting; and
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2. |
To act upon any other matters that may properly come before the Annual and Special General Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors,
/s/ Yariv Alroy
Yariv Alroy
Chairman of the Board of Directors
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Q: |
When and where is the Special General Meeting of Shareholders being held?
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A: |
The Meeting will be held on Thursday, May 9, 2024, at 5:00 p.m. Israel time, at our offices at Ashdar Building – 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel.
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A: |
Holders of our ordinary shares may attend. Holders of our ADSs may attend the Meeting only by first surrendering the applicable ADSs and withdrawing the ordinary shares underlying such ADSs. Current proof of ownership of the Ordinary
Shares, as well as a form of personal photo identification, must be presented in order to be admitted to the Meeting.
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A: |
Only shareholders at the close of business on April 2, 2024, the Record Date for the Meeting, are entitled to vote at the Meeting. Joint holders of shares should note that, pursuant to Article 26(d) of the Company’s Amended and Restated
Articles of Association, the right to vote at the Meeting will be conferred exclusively upon the “senior” among the joint owners attending the Meeting, in person or by proxy, and for this purpose, seniority will be determined by the order in
which the names appear in the Company’s register of shareholders.
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A: |
Shareholders holding ADSs. Shareholders who hold ADSs (whether registered in your name or in “street name”) will receive a voting instruction form from The Bank of New York Mellon (which acts as the
Depositary for the ADSs) or from their banks, brokers or other nominees, and are requested to promptly complete, date and sign the voting instruction form and return it in the manner specified on the voting instruction from at your earliest
convenience so that it will be received no later than the date and time indicated thereon. For ADSs that are held in “street name” through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder
of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder’s voting instructions.
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A: |
Yes. Even if you plan to attend the Meeting, SHL recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Meeting.
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Q: |
If I vote by voting instruction form, proxy or Ballot, can I change my vote or revoke my instructions?
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A: |
Yes. You may change your instructions at any time prior to the Meeting. If you hold ADSs, you can revoke your voting instructions by filing with Bank of New York Mellon a written notice of
revocation or a duly completed voting instruction form bearing a later date at any time before the deadline. If your ADSs are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank, trustee
or nominee prior to the applicable deadline. If you hold ordinary shares, you can provide a written notice of revocation or a duly completed proxy or Ballot bearing a later date prior to the applicable deadline for submitting a proxy or
Ballot.
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A: |
If you hold ADSs and submit a voting instruction form, under the terms of the Deposit Agreement between the Company, The Bank of New York Mellon and the holders of the Company’s ADSs, The Bank of New York Mellon will endeavor (insofar as
is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to The Bank of New York Mellon. For ADSs that are held in “street name” through a bank,
broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for The Bank of New York Mellon to vote the ordinary shares represented by the
ADSs in accordance with the beneficial holder’s voting instructions. If no instructions are received by BNY Mellon from an ADS holder (whether held directly by a beneficial holder or in “street name”) with respect to any of the ordinary
shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon will not vote or attempt to vote the shares represented by such ADSs.
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Q: |
What does it mean if I receive more than one voting instruction form?
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A: |
It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all voting instruction form to ensure that all of your shares are voted.
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A: |
To conduct business at the Meeting, two or more shareholders must be present, in person or by proxy, holding shares conferring in the aggregate at least thirty-three and one/third percent (33-1/3%) of the voting power of the Company.
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A: |
If a quorum is not present within half an hour from the time appointed for the meeting, the Meeting will be adjourned to 5:30 p.m. Israel time on the same day, at the same place, and at such adjourned meeting any two shareholders will
constitute a quorum.
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A: |
Each outstanding ordinary share is entitled to one (1) vote, and each outstanding ADS is entitled to one (1) vote for each ordinary share represented thereby. The Company’s Amended and Restated Articles of Association do not provide for
cumulative voting. On all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the matter.
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Q: |
What vote is required to approve the Compensation Policy for Executive Officers and Directors (the “Compensation Policy”?
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A: |
Approval of the Compensation Policy requires the affirmative vote of a simple majority of our ordinary shares cast in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”). In addition, under Israeli law approval of
the Compensation Policy requires, in addition to an Ordinary Majority, that either (1) a simple majority of shares voted at the Meeting, excluding the shares of
controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the proposed resolution, or (2) the total number of shares of non-controlling shareholders and of shareholders who do
not have a personal interest in the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company. The terms “Controlling Shareholder” and “personal interest” are defined below
under Proposal 1.
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Q: |
How will my shares be voted if I do not provide instructions on the voting instruction form, proxy or Ballot (as applicable)?
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A: |
If you are a beneficial owner of ordinary shares and return your Ballot but do not specify how you want to vote, your shares will be included in determining the presence of a quorum at the Meeting but will be deemed to have abstained from
any vote on any matter to be considered at the Meeting. If you are a holder of ordinary shares and submit a proxy, your shares will be voted in the sole and absolute discretion of your representative.
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A: |
We plan to announce preliminary voting results at the Meeting and to report the final voting results following the Meeting in a Report of Foreign Private Issuer on Form 6-K that we will furnish to the SEC.
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Q: |
Who will bear the costs of solicitation of proxies and voting instruction forms for the Special General Meeting?
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A: |
The Company will bear the costs of solicitation of proxies and voting instruction forms for the Meeting. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies and voting instruction forms
from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by the Company for
their reasonable out-of-pocket expenses. The Company may also retain an independent advisor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by the Company.
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Share Options
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Percent of
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Identity of Person or Group
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Amount Owned
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Current
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Class
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Mrs. Mengke Cai (Zhuhai, China) and Kun Shen (Hong Kong, China) (1)
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5,969,413
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36.4
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%
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More Provident Funds (Ramat Gan, Israel)
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1,812,525
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11.1
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%
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Value Base Group (Tel Aviv, Israel) (2)
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1,406,236
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(3)
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8.6
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%
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||||||||
Yariv Alroy (Herzliya, Israel)
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801,456
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250,000
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6.3
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%
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Danbar Finance Ltd. (Tel Aviv, Israel) (4)
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791,405
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(5)
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4.8
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%
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Sphera Funds Management (Tel Aviv, Israel)
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632,456
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(6)
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3.9
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%
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(1)
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Shareholder group consisting of Mrs. Mengke Cai and Mrs. Kun Shen. Pursuant to a decision of the Swiss Takeover Board, Mengke Cai, Kun Shen and
their related entities have been prohibited from acquiring further shares or acquisition or disposal rights relating to SHL, including suspension of the voting rights attached to their current shares.
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(2)
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Shareholder group consisting of the following beneficial owners (as defined by the FMIA): Value Base Ltd. (23 Yehuda Halevy St., Tel Aviv, Israel), Harmony Base LP (23 Yehuda Halevy St., Tel
Aviv, Israel), Ido Nouberger (Tel Aviv, Israel) and Victor Shamrich (Tel Aviv, Israel).
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(3)
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Based on the Schedule 13D/A filed by Value Base Group with the SEC on February 12, 2024.
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(4)
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Shareholder group consisting of the following beneficial owners (as defined by the FMIA): Danbar Finance Ltd. (94 Yigal Alon Street, Tel Aviv, Israel), Matan Wulkan (94 Yigal Alon Street, Tel Aviv, Israel)
and Nir Rotenberg (94 Yigal Alon Street, Tel Aviv, Israel).
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(5)
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Based on the Schedule 13D/A filed by Danbar Finance Ltd. with the SEC on February 14, 2024.
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(6)
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Based on the Form 13F-HR filed by Sphera Funds Management with the SEC on February 14, 2024.
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1. |
a simple majority of shares voted at the Meeting excluding the shares of controlling shareholders, if any, and of shareholders who have a personal interest in the approval of the resolution, be
voted “FOR” the resolution; or
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2. |
the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding
voting power in the Company.
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By Order of the Board of Directors,
/s/ Yariv Alroy Yariv Alroy
Chairman of the Board of Directors
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1.1. |
Several main principles and objectives form the basis of the compensation policy: (a) To promote the Company’s mission, long term goals and targets; (b) To create appropriate incentives for the Company’s officers with the aim of aligning
such Officers’ compensation with the Company’s mission and goals, taking into account, inter alia, the Company’s risk management policy; (c) To adapt a compensation package combination that matches the size of the Company and the nature of
its activities; and (d) To comply with the provisions of the Law by compensating those eligible pursuant to the Compensation Policy, based on their efforts and contribution to the development of the Company’s business and to the promotion of
its goals, in the short and long term.
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1.2. |
The Compensation Policy shall be at all times subject to any applicable law.
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SHL or the Company
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SHL Telemedicine Ltd.
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Group
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The Company and its subsidiaries and affiliates
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Companies Law
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Companies Law 5759- 1999 as in effect from time to time.
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Board
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The board of directors of the Company.
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Director
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Member of the Board.
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Compensation Committee
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The compensation committee of the Company as duly appointed from time to time in accordance with applicable law.
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CEO
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Chief Executive Officer of the Company.
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VP
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A chief business manager, a deputy general manager, vice general manager, any person who holds such position in the Company even if such person
holds a different title and any other manager/officer in the Company who reports directly to the CEO.
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Executive Officers
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CEO and VPs.
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Officers
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As such term is determined under the Companies Law.
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Base Salary
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Fixed gross monthly salary in exchange for the work of the Executive Officer.
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Management Fees
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Fixed monthly payment in exchange for services provided by an Officer through a management or consulting contract against a proper invoice.
For the purpose of the Compensation Policy, the Base Salary of such Officer shall be:
a. Deemed to be equal
to 70% of the total monthly consideration paid for his services, under such invoice, excluding VAT. Or;
b. For Officers whose
company car tax liability is grossed up and paid by the Company, shall be deemed to be equal to 70% of the total monthly consideration paid for his services, under such invoice, excluding VAT.
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Employee Benefits
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The compensation of each Executive Officer who is an employee of the Company may include additional benefits such as social benefits, severance
payment, pension insurance, managers insurance, or study fund, subject to applicable law. The compensation of Executive Officers (whether employees or service providers) may also include fringe benefits such as medical insurance, car
allowance, mobile phone allowance and reimbursement for other expenses incurred for the purpose of carrying out his or her duties, with or without grossing up of such benefits, all in accordance with applicable law and Company’s policies as
in effect from time to time, and all subject to this Compensation Policy.
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3. |
Term and Applicability of Compensation Policy
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3.1. |
This Compensation Policy Shall apply only to Officers of the Company and shall be in force for a period of 3 years from the date the Compensation Policy is duly approved. The Company has the right to change the Compensation Policy, at any
time, in accordance with the provisions of applicable law.
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3.2. |
It is hereby emphasized, that none of the provisions in this Compensation Policy is intended to provide any rights or remedies to any of the Officers to whom this Policy applies and/or other employees of the Company, and/or to any third
party, and no Officer or employee or any third party on his or her behalf may make any claim and/or demand against the Company, any of its office holders or employees or any subsidiary or affiliate thereof or of its shareholders, based on the
guidelines set forth herein.
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4. |
Supervision and Control of Compensation Policy
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4.1. |
The Board of Directors is in charge of the implementation of the Compensation Policy including the authority to interpret the provisions thereof.
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4.2. |
The Compensation Committee shall examine the application of the Compensation Policy, from time to time, and at the latest each year, and recommend any changes, to the extent necessary, to the Board.
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4.3. |
The Compensation Committee shall evaluate annually the performance of each of the Executive Officers and shall review at least annually the Executive Officers’ personal compensation programs in light of the Company’s goals and objectives
with respect to such programs, and recommend any changes to the Board.
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5. |
General Parameters for Examining the Compensation Terms
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5.1.1. |
The education, qualifications, expertise, seniority (in the Company in particular, and in the Officer’s profession in general), professional experience and achievements of the Officer;
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5.1.2. |
The Officer’s position, and his previous agreements with the Company;
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5.1.3. |
The Officer’s contribution to the Company’s business, profits and stability;
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5.1.4. |
The degree of responsibility imposed on the Officer; The Company’s need to retain officers who have skills, know-how or unique expertise;
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5.1.5. |
The Company’s global nature;
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5.1.6. |
The ratio between the Officer’s employment terms and conditions and other Company employees and/or contract workers employed by the Company and in particular the ratio between such Officer’s compensation to the average wage and the median
wage in the Company and the impact of the differences on labor relations in the Company.
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6. |
Compensation Program
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7. |
Fixed Compensation
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7.1. |
Directors’ compensation
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7.2. |
Directors (including the Chairman) may also be eligible to a Share-Base Compensation as hereinafter defined.
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7.2.1. | The | Base Salary of each Executive Officer, whether paid as Salary or as Management Fees, shall be determined based on a variety of considerations including the parameters specified in Section 5 above and including the following considerations: |
• |
Competitiveness - the Base Salary of Executive Officers will be evaluated, if required by the Compensation Committee, by conducting external benchmarking using a defined peer group, selected based
on such factors, among others, as Company’s size, global footprint, nature of activities and competitors of similar talent.
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• |
Internal fairness - the variation in the relative Base Salary among Executive Officers should reflect the differences in position, education, scope of responsibilities, location, previous experience
in similar roles and contribution to attainment of the Company’s goals.
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7.2.2. |
The Fixed Compensation of Executive Officers may include Employee Benefits as defined above, at least in compliance with mandatory benefits under applicable laws.
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7.2.3. |
A Non-Material Amendment to the compensation components of the VPs, shall require only the approval of the CEO, provided that such amendments do not exceed from the restrictions and the provisions of the Compensation Policy of the Company;
for this matter, “Non Material Amendment” shall mean, a change of up to 10% of the total cost of all of the officer’s compensation components as approved by the Compensation Committee and the Board. Such amendments, if preformed, shall be
reported to the Compensation Committee.
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7.2.4. |
The criteria for “Non Material Amendment”, as mentioned in section 7.2.3 above, shall apply, mutatis mutandis, also in relation to a Non Material Amendment of the CEO’s compensation components, in regard to the provisions of section 272(d)
to the Companies Law.
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8. |
Annual Cash Bonus
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8.1. |
Terms and General Conditions
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Group
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Measurable KPI
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Qualitative
Evaluation
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Group / Company
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Individual
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CEO
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80%-100%
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Up to 20%
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VPs
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Up to 100%
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Up to 60%
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Up to 20%
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8.2. |
Maximum Amount of the Annual Cash Bonus
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• | CEO | - Up to twelve (12) times of his or her Base Salary. |
• |
VP - Up to six (6) times of such VP’s Base Salary.
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8.3. |
KPIs:
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8.3.1. |
Hereunder is the general list of some, but not all of the eligible KPIs for the Annual Bonus Plan for the VP’s (The KPIs for each year will be approved by the Compensation Committee in advance and will be determined for each official
separately from his position):
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Group
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Group \ Company
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Individual
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- Budget targets
- Capital raise
- Cash flow targets
- Profit targets (Gross profit,
Operating profit, etc.)
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VPs
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- Number of patients \subscribers
- Meet objectives of product
development
- Gain new business
- For creating new strategic &
commercial collaborations.
- Sales targets,
including by geographical areas and\or from new products
- Individual department budget
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8.3.2. |
Hereunder is the list of the eligible KPIs for the Annual Bonus Plan for the CEO. The KPIs for each year will be determined by the Compensation Committee and the Board in the Annual Bonus Plan and will be chosen only from the KPI’s list
below. The weight of each KPI will be up to 50%:
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Revenue;
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Revenue from existing geographies (Israel and Germany);
Revenue from new geographies, new products or new business line;
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EBITDA;
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Operating free cash flow;
Net Profit;
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Subscriber Israel;
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Telehealth users;
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Telehealth visits;
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Major strategic impact (new major contract, new meaningful product/technology launching or purchasing, major international distribution agreement or partnership, M&A);
Chronic care tenders.
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8.3.3. |
The measurement of profit targets shall be based on the audited annual financial statements of the Company. For the purpose of calculating a profit target, revenue and expenses not involving cash flow and/or re-evaluation of assets will
not be taken into account.
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8.3.4. |
The Annual Cash Bonus parameters for Executive Officers will be determined for each year and will be approved by the Compensation Committee and the Board in advance and will be determined for each official separately from
his position, taking into account the Company’s risk management policy.
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8.3.5. |
Entitlement of an Executive Officer to receive any Annual Bonus shall be conditioned upon the achievement of a minimal threshold of 80% of the target performance of each of his or her KPIs (the “Threshold”)
or any other threshold determined in the Annual Bonus Plan. For avoidance of doubt, performance below the Threshold of a KPI shall not entitle such Executive Officer to any bonus payment with respect to such KPI; however, achievement of such Threshold of other KPIs of an Executive Officer may entitle same to a bonus payment with respect thereto. Performance above the Threshold may entitle the Executive Officer to a linear pro rata
portion of the bonus set for such KPI or any other portion determined in the Annual Bonus Plan (up to the ceiling of the bonus allocated thereto, provided that the aggregate Annual Bonus paid to an
Executive Officer shall not exceed the ceiling set forth hereinabove.
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8.3.6. |
Notwithstanding the above, the Compensation Committee and the Board may decide, at their sole discretion, to pay an Executive Officer annual bonus, even if KPIs were not determined in advance or in the event the Executive Officer did
not achieve the KPIs determined, provided however, that the annual bonus shall not exceed three (3) times the Base Salary of that Executive Officer.
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8.4. |
Non-Measurable Criteria for the Bonus
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• |
Satisfaction with the Officer’s performance (including assessing the degree of involvement of the Executive Officer and devotion of efforts in the performance of his or her duties);
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• |
Assessing the Executive Officer’s ability to work in coordination and cooperation with other employees of the Company;
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• |
The Executive Officer’s contribution to appropriate control environment and ethical environment.
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9. |
Special Cash Bonus
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10. |
Share-Based Compensation
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10.1. |
The Fair Value of the Share-based Compensation, shall not exceed the following for one year (i.e. the Fair Value of the Share Base Compensation at the time of the grant divided, linearly, to the number of the years until all the Share
Based Compensation is vested):
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• |
For an Executive Officer - one and half (1.5) times such Executive Officer’s yearly Base Salary.
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• |
For the CEO – two and a half (2.5) times the CEO’s yearly Base Salary.
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• |
For all Directors as a group - the amount of US$800,000.
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10.2. |
The exercise price and any other terms of the grant will be determined by the Compensation Committee and the Board, as required by any applicable law. In any event, such exercise price shall be at least equal to the average Closing Price
of the Company’s share during the thirty (30) trading day period preceding the date of such grant; provided that the Compensation Committee and the Board shall have the right to determine an exercise price different from the aforesaid and/or
the Plan in exceptional cases and under special circumstances which shall be laid out in the Compensation Committee’s and Board’s respective decisions.
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10.3. |
Share-based Compensation, if granted, shall mature in installments or vesting periods (or depend on meeting milestones) which shall take into account the appropriate incentive, in light of the Company’s objectives in the years following
the approval of the grant, and in any event the vesting shall be at a minimum of (i) first cliff after one year from the date of grant; and (ii) full vesting not earlier than thirty six (36) months from the date of an officer first grant.
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10.4. |
Notwithstanding anything to the contrary in this Compensation Policy, in the event of a Corporate Transaction (as such term is defined under the Company’s 2015 Executive and Key Employee Share Option Plan, the “Plan”) or any option plan as
in effect, from time to time, or in the event of termination by the Company of an Executive Officer (except for “cause”) in a Change of Control event (as hereinafter defined), subject to the recommendation and approval of the Compensation
Committee (and subject to shareholder approval, if required under the Companies Law), the Board may authorize and approve the acceleration of all or any part of any unvested options outstanding immediately prior to the consummation of the
Transaction.
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11. |
Insurance, Exemption and Indemnification
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12. |
Retirement Terms
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12.1. |
Advance Notice
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12.2. |
Retirement Grant
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12.3. |
Retirement Grant in Case of Change of Control
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13. |
Claw Back
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a.__ |
“Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Material Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any
transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed
to be a completed fiscal year.
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b.__ |
“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act.
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c.__ |
“Board” means the Board of Directors of the Company.
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d.__ |
“Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board.
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e.__ |
A “Covered Person” means any Executive Officer. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation
regardless of such person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with
respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service
as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).
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f.__ |
“Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the
Covered Person had such compensation been determined based on the restated amounts in the Material Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to
Incentive-Based Compensation based on share price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Material Financial
Restatement, shall be based on a reasonable estimate of the effect of the Material Financial Restatement on the share price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain
documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned or vested when the Financial
Reporting Measure is attained, not when the actual payment, grant or vesting occurs.
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g.__ |
“Exchange” means the Nasdaq Stock Market LLC.
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h.__ |
An “Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation such person received during service in such
role: president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division, or function (such as sales,
administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company. Executive officers of parents or subsidiaries of the Company may be
deemed executive officers of the Company if they perform such policy making functions for the Company.
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i.__ |
“Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part
from such measures (including, for example, a non-GAAP financial measure), and share price and total shareholder return.
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j.__ |
“Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial
Reporting Measure and any equity-based compensation provided by the Company or any of its subsidiaries, including, without limitation, stock options, restricted stock awards, restricted stock units and stock appreciation rights.
|
k.__ |
A “Material Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the
securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error
were corrected in the current period or left uncorrected in the current period.
|
l.__ |
“Restatement Date” means, with respect to a Material Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is
required to prepare the Material Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Financial Restatement.
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a.__ |
requiring reimbursement of cash Incentive-Based Compensation previously paid;
|
b.__ |
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
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c.__ |
cancelling or rescinding some or all outstanding vested or unvested equity-based awards;
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d.__ |
adjusting or withholding from unpaid compensation or other set-off;
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cancelling or offsetting against planned future grants of equity-based awards; and/or
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any other method permitted by applicable law or contract.
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Special General Shareholders Meeting of
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Special General Shareholders Meeting
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SHL Telemedicine Ltd.
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SHL Telemedicine Ltd.
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Date: May 9, 2024
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to be held May 9, 2024
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See Voting Instruction On Reverse Side.
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For Holders as of April 2, 2024
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Please make your marks like this: ☒ Use pen only
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● Mark, sign and date your Voting Instruction Form.
● Detach your Voting Instruction Form.
● Return your Voting Instruction Form in the
postage-paid envelope provided.
All votes must be received by 12:00 p.m. EST May 2, 2024.
PROXY TABULATOR FOR
SHL TELEMEDICINE LTD.
P.O. BOX 8016
CARY, NC 27512-9903
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Agenda:
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For | Against | Abstain | |||
1.
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To approve the Company’s Compensation Policy for Executive Officers and Directors for a period of three years from the date of the Special General Meeting
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☐ | ☐ | ☐ |
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Yes
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No
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1(a). Are you a “Controlling Shareholder” [1] or do you have a “personal benefit or
other interest” [1] in the proposal [2]
If you checked “YES”, please describe:
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☐ | ☐ | ||||
[1]
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As such term is defined in the Israel Companies Law and as described in the Proxy Statement for the Special General Meeting.
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[2] |
In the event you either fail to check this box or mark “Yes” but fail to describe the nature of your personal benefit or other interest, your vote will not be counted.
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EVENT #
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CLIENT #
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Authorized Signatures - This section must be
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completed for your instructions to be executed.
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Please Sign Here
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Please Date Above
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Please Sign Here
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Please Date Above
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SHL Telemedicine Ltd.
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12:00 p.m. EST on May 2, 2024)
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The undersigned Holder of American Depositary Receipts (“ADRs” ) hereby acknowledges receipt of a Notice to Holders from the Depositary and hereby
requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of ordinary shares or other deposited securities represented by such ADRs of
SHL Telemedicine Ltd. (the “Company”) registered in the name of the undersigned on the books of the Depositary as of the close of business April 2,
2024, at the Company’s Special General Shareholders Meeting to be held on May 9, 2024, at 5:00 p.m. Israel time at the Company’s offices at Ashdar Building – 2nd Floor, 90
Yigal Alon Street, Tel Aviv, Israel.
NOTE:
Please direct the Depositary how to vote by completing the reverse side. This voting Instruction Card, when properly executed and returned, will be a
request to the Depositary to vote or cause to be voted the shares or other Deposited Securities represented by your ADRs as directed herein.
The Depositary shall not vote or attempt to exercise the right to vote that attaches to the shares or other Deposited Securities, other than in
accordance with such instructions.
(Continued and to be marked, dated and signed, on the other side)
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Company:
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Name of Company:
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SHL Telemedicine Ltd.
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Address:
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90 Yigal Alon Street, Ashdar Building, Tel-Aviv, Israel
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Company Registration No.:
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511149874
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Meeting Date and Time:
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May 9, 2024 at 17:00 Israel Time
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Type of Meeting:
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Special General Meeting
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Record Date:
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April 2, 2024
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Shareholder:
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Name:
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Israeli ID Number:
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For a non-Israeli shareholder:
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(a) Passport
Number:
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(b) Issued in
(indicate country):
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(c) Valid until
(add date):
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For a shareholder who is an entity:
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(a) Entity
Registration No.:
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(b) State of
registration:
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Number of Shares:
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Proposal Number
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Manner of Vote1
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Are you a “controlling shareholder” or do you have a “personal benefit or other interest”2 in the
proposal?3
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Yes
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No
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Abstain
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Yes*
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No
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Proposal 1 – To approve the Company’s Compensation Policy for Executive Officers and
Directors for a period of three years from the date of the Special Meeting.
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2>>@Z]**N?!O4MZ38WDY !EGMD=L#H,D9K3HK$LHZ; MH>FZ.9#I^GVMB9,;_LT"Q[L=,X SUJ]110!D/X0T*37GUQM%TYM;D@^ROJ1M M8_M+0_\ /,R8W%/]G.*GT'P_I?A72;;2M%TVTTC3+9=D-G8P+##$/144 ?0 M5H44>0%/4M'L-81$O[&VOD0Y5;F%9 I]1D'%5K/PKHFGW"7%KH]A;7"?=EAM M41EXQP0,BM6B@ KD;OX/^!+_ ,5)XFN?!?A^X\1HVY=6ETN!KH,.C>:5W9]\ ..YKKJ*.MPZ6"BBB@#_]D! end