The agenda for the Special General Meeting of the Shareholders which will be held on Wednesday, June 28, 2017, at 13:00 (Israel Time), at the Company’s registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, Israel, shall include the following matters:
1.Election of two (2) Independent (External) Directors to the Board of Directors of the Company, pursuant to Section 239(b) of the Israeli Companies Law, 1999 (the “Companies Law”), each for a three (3) year term.
The Independent (external) director nominee(s) will have to submit to the Company the declarations required pursuant to Sections 224b, 241(a) of the Companies Law with respect to fulfilling the legal requirements to serve as Independent (external) Director(s) of the Company.
Pursuant to Section 240 (A1a) of the Companies Law, at least one (1) Independent (external) Director must have Accounting and Financial Expertise as such term is defined under regulations promulgated under the Companies Law. In addition, pursuant to Section 239 (d) of the Companies Law, in the event at the time of a nomination of an Independent (external) director all board members who are not controlling shareholders or their relatives are of one sex then the nominated Independent (external) Director shall be of the other sex.
One or more shareholders holding at least one percent (1%) of the voting rights at the Special General Meeting may request the Board to add an item to the agenda to the extent such is fit to be discussed thereat. Such request shall be made no later than seven (7) days from the invitation to the Special General meeting (i.e. May 31, 2017). A request to include a proposed candidate for an Independent (External) Director shall include the details set forth under Section 26 of the Securities Regulations (Periodical and Immediate Reports) – 1970, as well as the declaration of such candidate pursuant to Sections 224B and 241 of the Companies Law. The Company will publish an updated agenda and ballot (in the event items and names of candidates are added per a shareholder’s request), not later than on June 7, 2017 on the Company’s website at http://www.shl-telemedicine.com/about-us/investorrelations/general-meeting