SHL Telemedicine Ltd.: Notice of a Special General Meeting of Shareholders Donnerstag, 06. August 2015 - 07:00
Press release
Notice of a Special General Meeting of Shareholders
Tel Aviv/Zurich, 6 August 2015 - SHL Telemedicine Ltd. (SIX Swiss Exchange: SHLTN), a leading provider and developer of advanced personal telemedicine solutions, announced today, that a Special General Meeting of the Shareholders will be held on September 10, 2015 at 13:00 p.m. (Israel Time), at the Company’s registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, Israel. The record date for the right to participate and vote in the Special Meeting was set as August 13, 2015.
The agenda shall include the following matters:
1. | (a) Approval of the consummation of the transactions contemplated under the Agreement and Plan of Merger dated as of July 24, 2015 by and among Company, Shanghai Jiuchuan Investment (Group) Co. Ltd. and its Israeli subsidiary Jinoran Mergers (2015) Ltd. (the “Transaction”). |
(b) Approval of a run-off insurance coverage for the Company’s directors, as well as the Company’s Co-CEOs (to the extent legally required) in connection with and subject to approval and consummation of the Transaction. | |
The run-off insurance coverage with respect to the Company’s Co-CEOs was previously approved by the Company’s Compensation Committee and Board of Directors and, pursuant to applicable regulations, is exempt from shareholder approval, unless one or more shareholders of the Company, holding at least 1% of the issued and outstanding share capital or the voting rights in the Company object in writing to the aforesaid exemption. Should a shareholder elect to submit such an objection, it shall be delivered to the Company in writing by no later than August 20, 2015. | |
(c) Subject to approval and consummation of the Transaction, and subject to approval of the Amendment to the Compensation Policy (see item 2 below), approval of the acceleration of the vesting of all unvested options held by the directors of the Company as of the consummation of the Transaction. | |
(d) Subject to approval and consummation of the Transaction, and subject to approval of the Amendment to the Compensation Policy (see item 2 below), approval of the payment of one-time cash compensation to Mr. Ziv Carthy, a director of the Company, in lieu of option grant. | |
2. | Approval of an Amendment to the Company’s Compensation Policy. |
3. | Approval of the payment of Compensation to the Chairman of the Company’s Board of Directors (instead of and not in addition to director compensation previously approved). |
The related materials including the Notice to Shareholders, Proxy and Ballot are available at http://www.shl-telemedicine.com/about-us/investorrelations/general-meeting.
