SHL announces updated invitation to the Annual General Meeting Donnerstag, 13. April 2017 - 17:35

1.

Presentation and discussion of the Company’s financial statements for the fiscal year ending December 31, 2015, as approved by the Board on April 11, 2016.

2.

The re-appointment of Kost, Forer, Gabbay & Kasierer (members of Ernst & Young Global) as the external auditors of the Company (including for the fiscal year 2016), to serve until the next Annual General Meeting of the Company, and authorization to the Board to determine the remuneration of such external auditors and the other terms and conditions of their engagement.

3.

Election of Directors: election of up to seven (7) directors to the Board, who shall serve as directors of the Company until the next annual general meeting of the shareholders of the Company. The candidates, by alphabetical order, are: Mr. Ziv Carthy, Mr. Yi He, Prof. Amir Lerman, Mr. Elon Shalev, Mr. Cailong Su, Mr. Xuewen Wu and Ms. Shenlu Xu.

The vote with respect to each of the above shall be conducted separately.

The director nominees have submitted to the Company the declarations required pursuant to Sec. 224b of the Israeli Companies Law – 1999 (the “Companies Law”) with respect to fulfilling the legal requirements to serve as directors of the Company, including as non-dependent directors, as the case may be.

4.

Election of two (2) Independent (External) Directors to the Board (out of four (4) candidates), pursuant to Section 239(b) of the Companies Law, each for a three (3) year term. The candidates, by alphabetical order, are: Mr. Yehoshua Abramovich, Ms. Devorah Kimhi, Mr. Gil Sharon and Mr. Xuequan Qian.

The Independent (external) director nominees have submitted to the Company the declarations required pursuant to Sections 224b, 241(a) of the Israeli Companies Law with respect to fulfilling the legal requirements to serve as an Independent (external) Directors of the Company.

Pursuant to Section 240 (A1a) of the Israeli Companies Law, at least one (1) Independent (external) Director has to have Accounting and Financial Expertise as such term is defined under regulations promulgated under the Israeli Companies Law. In addition, pursuant to Section 239 (d) of the Israeli 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.

The vote with respect to each of the above shall be conducted separately. Pursuant to the Company’s Articles of Association, in the event that the number of candidates who receive the requisite majority votes exceeds the number of vacancies, then the candidate who receives the higher number of votes shall be so elected, and to the extent two (2) or more of said candidates receive an equal number of votes, then a second vote shall be conducted solely with respect to such candidates.

5.

Following recommendation and approval by the Company’s Compensation Committee and Board - approval of a New Office Holder Compensation Policy.

6.

Following recommendation and approval by the Company’s Compensation Committee and Board - approval of Option Grant to the newly elected Independent (External) Director.