Pre-Annual General Meeting Information • Mar 22, 2024
Pre-Annual General Meeting Information
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| ��� �� �� ������������� ��"� | 2 670 |
| X T L BIOPHARMACEUTICALS LTD | |
| Corporation no: 520039470 | 4313 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 21/03/2024 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2024-02-025141 | Time of broadcast: 23:22 23:22 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.
The corporation hereby gives notice of: convening of meeting
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 21/03/2024it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Tuesday on the date : 30/04/2024 time: 16:00
| at address: | the offices of the Company�s attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross, at 7 Metsada |
For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1085497Security name XTLBSecurity type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 28/03/2024
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect Ms. Osnat Hillel Fein to hold office, for an additional term, as an external director of the Company, commencing as of March 25, 2024 for a period of three (3) years, until March 24, 2027
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
22The item/decision and its particulars:To approve the grant of 20,000 options to Mr. Doron Turgeman, our Chairman of the Board
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
33The item/decision and its particulars:To approve the grant of 10,000 options to Ms. Osnat Hillel Fein, our External Director
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
44The item/decision and its particulars:To approve the grant of 8,500 options to Ms. Iris Shapira Yalon, our External Director
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
55The item/decision and its particulars:To approve the grant of 100,000 options to Mr. Shlomo Shalev, our Chief Executive Officer
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
66The item/decision and its particulars:To ratify an amendment to the Company�s compensation policy as proposed within the Board of Directors resolution dated as of November 23, 2023 with respect to the adoption of a new clawback policy, so that when so adopted such clawback policy will be attached as an exhibit to the Company�s Compensation Policy and form an integral part thereof, intended to comply with the clawback-related listing standards proposed by the Nasdaq Stock Market and the Israeli Companies Law 5759-1999, as amended, to take effect as of December 1, 2023
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
77The item/decision and its particulars:To approve, including for the purpose of Nasdaq Rule �5635(c), a private placement of US$1.5 Million from certain investors, including an Interested Party, to be funded conditional upon the consummation of the acquisition of The Social Proxy Ltd., as detailed in the Company�s 6-k dated March 20, 2024
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | if specified under notice |
Attachment of report of convening meeting: ea020233801-6ka1_xtlbioEDGAR1_Bannerless_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationVoting_isa.pdf
Yes declaration of candidate to serve as director in corporation.No declaration of independent directorYes declaration of outside directorDeclaration_isa.pdf
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveThe Notice of the Meeting and the Proxy Form is available for the public at the Israel Securities Authority's site: www.magna.isa.gov.il and at the Company's office at 5 Badner St.,Ramat Gan, Israel.
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: NASDAQ CM | Date of revision of form structure: 20/02/2024 |
| Address: HaCharoshet st 5 , Ra'anana 43656 Israel , Tel: 09-9557080 , Fax: 09-9519708 | |
| E-mail address: [email protected] Company site: www.xtlbio.com | |
| Previous names of reporting entity: XENOGRAFT TECHNOLOGIES LTD | |
| Name of the Signatory: Kntor Ronen Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company: | |
| Address: abba hillel 12 , ramat gan 5250606 Telephone: 03-6133371 Facsimile: 03-6133372 E-mail: [email protected] 1 | |
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