Exhibit 99.1
CELLECT BIOTECHNOLOGY LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Extraordinary General Meeting of Shareholders and American Depositary Share (“ ADS ”) holders of Cellect Biotechnology Ltd. (the “ Company ”) will be held at the offices of the Company's legal counsel, Doron, Tikotzky, Kantor, Gutman, Cederboum & Co., at B.S.R 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel, on July 31, 2017 at 11:00 A.M. Israel time.
The extraordinary meeting is being called for the following purposes:
1. To approve the targets for the 2017 annual bonus grant to Dr. Shai Yarkoni, a controlling shareholder and the Company’s CEO and director, and the 2017 annual bonus grant if those targets are met.
2. To approve the targets for the 2017 annual bonus grant to Kasbian Nuriel Chirich, a controlling shareholder and the Chairman of the Board of Directors of the Company, and the 2017 annual bonus grant if those targets are met.
The Board of Directors recommends that you vote in favor of the proposals, which are described in the attached Proxy Statement.
Only shareholders and ADS holders of record at the close of business on June 30, 2017 (the “ Record Date ”), are entitled to notice of and to vote at the extraordinary meeting and any adjournment or postponement thereof either in person or by appointing a proxy to vote in their stead at the extraordinary meeting.
Shareholders registered in the Company's shareholders register in Israel, and shareholders who hold ordinary shares through members of the Tel Aviv Stock Exchange, may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices no later than 48 hours prior to the scheduled date of the extraordinary meeting. Shareholders registered in the Company's shareholders register in Israel, and shareholders who hold ordinary shares through members of the Tel Aviv Stock Exchange who vote their ordinary shares by proxy, must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. Shareholders who hold shares through members of the Tel Aviv Stock Exchange and intend to vote their ordinary shares either in person or by proxy must deliver the Company, no later than 4 hours prior to the scheduled date of the extraordinary meeting, an ownership certificate confirming their ownership of the Company’s ordinary shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 4760 - 2000, as amended. Alternatively, shareholders who hold ordinary shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the time fixed for the extraordinary meeting. You should receive instructions about electronic voting from the Tel Aviv Stock Exchange member through which you hold your ordinary shares.
ADS holders should return their proxies by the date set forth on their voting instruction card.
To the extent you would like to submit a position statement with respect to any of proposals described in the Proxy Statement pursuant to the Israeli Companies law, 1999, you may do so by delivery of appropriate notice to Company's offices (Attention: Chief Financial Officer) located at 23 Hata’as Street Kfar Saba, Israel 44425, Israel, not later than ten days before the extraordinary meeting date (i.e., July 21, 2017).
If you are a beneficial owner of ordinary shares registered in the name of a member of the Tel Aviv Stock Exchange and you wish to vote, either by appointing a proxy, or in person by attending the extraordinary meeting you must deliver to us a proof of ownership in accordance with the Israeli Companies Law of 1999 and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 4760 - 2000. Detailed voting instructions are provided in the Proxy Statement.
| Sincerely, | |
| Kasbian Nuriel Chirich | |
| Chairman of the Board of Directors | |
| June 26, 2017 |
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CELLECT BIOTECHNOLOGY LTD.
KFAR SABA, ISRAEL
___________________
PROXY STATEMENT
___________________
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
JULY 31, 2017
This Proxy Statement is furnished to our holders of ordinary shares, without par value, and holders of our ordinary shares that are represented by American Depository Shares (“ ADSs ”) to be held on July 31, 2017 at the offices of the Company's legal counsel, Doron, Tikotzky, Kantor, Gutman, Cederboum & Co., at B.S.R 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel or at any adjournments thereof. The extraordinary meeting of Shareholders shall be held at 11.00 A.M., Israel time, on such day or at any adjournments thereof.
Throughout this Proxy Statement, we use terms such as “Cellect”, “we”, “us”, “our” an d the “Company” to refer to Cellect Biotechnology Ltd. and terms such as “you” and “your” to refer to our shareholders and ADS holders.
Agenda Items
The agenda of the extraordinary meeting will be to (i) approve the targets for the 2017 annual bonus grants to Dr. Shai Yarkoni, a controlling shareholder and the Company’s CEO and director, and the 2017 annual bonus grant if those targets are met, and (ii) approve the targets for the 2017 bonus grants to Kasbian Nuriel Chirich, a controlling shareholder and the Chairman of the Board of Directors of the Company, and the 2017 annual bonus grant if those targets are met.
We currently are unaware of any other matters that may be raised at the extraordinary meeting. Should any other matters be properly raised at the extraordinary meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Board Recommendation
Our board of directors unanimously recommends that you vote “FOR” the two proposals.
Who Can Vote
Only shareholders and ADS holders of record at the close of business on June 30, 2017 (the “ Record Date ”), are entitled to notice of and to vote at the extraordinary meeting and any adjournment or postponement .
How You Can Vote
You can vote your ordinary shares by attending the extraordinary meeting. If you do not plan to attend the extraordinary meeting, the method of voting will differ for shares held as a record holder, shares held in “street name” (through a Tel Aviv Stock Exchange, or TASE, member) and shares underlying ADSs that you hold. Record holders of shares will receive proxy cards. Holders of shares in “street name” through a TASE member will also vote via a proxy card, but through a different procedure (as described below). Holders of ADSs (whether registered in their name or in “street name”) will receive voting instruction cards in order to instruct their banks, brokers or other nominees on how to vote.
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Shareholders Holders of Record
If you are a shareholder holder of record, you can submit your vote by completing, signing and submitting an applicable proxy card, which has been published at www.magna.isa.gov.il and www.maya.tase.co.il.
Please follow the instructions on the applicable proxy card.
Shareholders Holding in “Street Name,” Through the TASE
If you hold ordinary shares in “street name,” that is, through a bank, broker or other nominee that is admitted as a member of the TASE, your shares will only be voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if you attend the extraordinary meeting in person.
If voting by mail, you must sign and date an applicable proxy card in the form filed by us on MAGNA no later than 48 hours prior to the scheduled date of the extraordinary meeting, and attach to it a certificate signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares, as applicable, on the record date, and return the applicable proxy card, along with the proof of ownership certificate, to us, as described in the instructions available on MAGNA.
If you choose to attend the extraordinary meeting (where ballots will be provided), you must bring the proof of ownership certificate from the TASE’s Clearing House member through which the shares are held, indicating that you were the beneficial owner of the shares, as applicable, on the record date.
Holders of ADSs
Under the terms of the Deposit Agreement between the Company, The Bank of New York Mellon, as depositary, or BNY Mellon, and the holders of our ADSs, BNY Mellon shall 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 BNY 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 BNY 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 any holder of ADSs (whether held directly by a beneficial holder or in “street name”) with respect to any of the shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon shall not vote or attempt to vote the shares represented by such ADSs.
Multiple Record Holders or Accounts
You may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction cards. For example, shareholders who hold ADSs in more than one brokerage account will receive a separate voting instruction card for each brokerage account in which ADSs are held. Shareholders of record whose shares are registered in more than one name will receive more than one proxy card. You should complete, sign, date and return each proxy card and voting instruction card you receive.
Our board of directors urges you to vote your shares so that they will be counted at the extraordinary meeting or at any postponements or adjournments of the extraordinary meeting.
Solicitation of Proxies
By appointing “proxies”, shareholders and ADS holders may vote at the extraordinary meeting whether or not they attend. If a properly executed proxy in the attached form is received by us at least 48 hours prior to the extraordinary meeting (and received by BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the shares represented by the proxy shall be voted as indicated on the form or, if no preference is noted, shall be voted in favor of the matter described above, and in such manner as the holder of the proxy may determine with respect to any other business as may come before the extraordinary meeting or any adjournment thereof. Shareholders and ADS holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with us (in the case of holders of ordinary shares) or with BNY Mellon (in the case of holders of ADSs), a written notice of revocation or duly executed proxy bearing a later date.
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Proxies are being distributed or made available to shareholders and ADS holders on or about June 27, 2017. Certain officers, directors, employees, and agents of ours, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares and ADSs.
To the extent you would like to submit a position statement with respect to any of proposals described in the Proxy Statement pursuant to the Israeli Companies law, 1999, you may do so by delivery of appropriate notice to Company's offices (Attention: Chief Financial Officer) located at 23 Hata’as Street Kfar Saba, Israel 44425, Israel, not later than ten days before the extraordinary meeting date (i.e., July 21, 2017).
Quorum
At the close of business on June 26, 2017, we had outstanding 108,749,807 ordinary shares. The foregoing number of outstanding ordinary shares excludes 2,686,693 ordinary shares that are held in treasury and have no voting rights. Each ordinary share (including ordinary shares represented by ADSs) outstanding as of the close of business on the record date is entitled to one vote upon each of the matters to be voted on at the extraordinary meeting. Abstentions are counted as ordinary shares present for the purpose of determining a quorum.
Under our articles of association, the extraordinary meeting will be properly convened if at least two shareholders attend the meeting in person or sign and return proxies, provided that they hold shares representing at least 33% of our voting power. If such quorum is not present within half an hour from the time scheduled for the meeting, the meeting will be adjourned for one week (to the same day, time and place), or to later date if so specified in the notice of the meeting. At the reconvened meeting, if there is no quorum within half an hour from the time scheduled for the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.
Vote Required for the Proposal
The affirmative vote of holders of at least a majority of the ordinary shares, including those represented by ADSs, voted in person or by proxy at the extraordinary meeting on the matter presented for passage provided that either: (i) the shares voting in favor of such resolution include at least a majority of the shares voted by shareholders or ADS holders who are neither (a) "controlling shareholders" nor (b) having a "personal interest" in the resolution; or (ii) the total number of shares voted against the resolution by the disinterested shareholders described in clause (i) does not exceed 2% of the Company’s outstanding voting power.
Under the Companies Law, (1) the term “controlling shareholder” means a shareholder having the ability to direct the activities of a company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its chief executive officer; and (2) a “personal interest” of a shareholder (i) includes a personal interest of any members of the shareholder’s family (or spouses thereof) or a personal interest of a company with respect to which the shareholder (or such family member) serves as a director or the CEO, owns at least 5% of the shares or has the right to appoint a director or the CEO but (ii) excludes an interest arising solely from the ownership of our ordinary shares.
You are required to indicate whether or not you are a controlling shareholder of the Company, or acting on its behalf, and whether you have a personal interest in the approval of the proposal as provided above. If you fail to indicate so on the proxy card, your vote shall not be counted.
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If you provide specific instructions (mark boxes) with regard to the proposal, your shares will be voted as you instruct. If you do not mark one of the boxes, your vote shall not be counted.
If you are a shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares (or ADSs representing shares) beneficially in street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct your broker or BNY Mellon how to vote. A broker (and BNY Mellon) may only vote in accordance with instructions from a beneficial owner of shares or ADSs.
Reporting Requirements
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) applicable to foreign private issuers. We fulfill these requirements by filing reports with the Securities and Exchange Commission (the “ Commission ”). Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov. As a “Dual Company” (as defined in the Israeli Companies Regulations (Concessions for Public Companies Traded on Stock Markets Outside of Israel), 4760- 2000) we also file reports with the Israel Securities Authority. Such reports can be viewed on the Israel Securities Authority website at http://www.magna.isa.gov.il and the Tel Aviv Stock Exchange website at http://www.maya.tase.co.il.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Extraordinary General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.
PROPOSAL 1
APPROVAL OF THE TARGETS FOR THE 2017 ANNUAL BONUS GRANT TO SHAI
YARKONI, A CONTROLLING SHAREHOLDER AND THE COMPANY’S CEO AND
DIRECTOR.
Dr. Shai Yarkoni, the Company’s controlling shareholder and CEO and director, is entitled to an annual bonus, payable in the discretion of the Company’s Board of Directors. The annual bonus is awarded based on the achievement of certain targets that are established by the Company’s Compensation Committee and Board of Directors.
For 2017, the Company’s Compensation Committee and Board of Directors established the following targets that will be considered in the discretionary award of an annual bonus for 2017 to Dr. Shai Yarkoni, subject to shareholder approval:
| (i) | Completion of a minimum capital raise of $5,000,000 during 2017. |
| (ii) | Completion of a strategic transaction (excluding a supplier of Fas Ligand). |
| (iii) | Submission of an Investigational New Drug application to the U.S. FDA |
| (iv) | Recruitment of a minimum of 6 patients in the Company’s ongoing Phase I/II clinical trial in 2017. |
| (v) | Securing an additional supplier of Fas Ligand. |
Dr. Yarkoni will be entitled to an annual bonus of up to six gross monthly salaries if the above targets are met. The criteria for meeting the individual targets will be determined by the Compensation Committee and the Board in its discretion.
The Compensation Committee and the Board of Directors believe the proposed targets to be fair and reasonable and in the best interests of the Company.
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It is proposed that the following resolution be adopted at the extraordinary meeting:
“ RESOLVED , to approve the targets for the 2017 bonus grant to Dr. Shai Yarkoni, a controlling shareholder and the Company’s CEO and director, and the 2017 annual bonus grant if those targets are met, as set forth in the Proxy Statement.”
The Company‘s Board of Directors unanimously recommends that you vote “FOR” Proposal 1.
PROPOSAL 2
APPROVAL OF THE TARGETS FOR THE 2017 ANNUAL BONUS GRANT TO KASBIAN
NURIEL CHIRICH, THE COMPANY’S CONTROLLING SHAREHOLDER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
Kasbian Nuriel Chirich, the Company’s controlling shareholder and Chairman, is entitled to an annual bonus, payable in the discretion of the Company’s Board of Directors. The annual bonus is awarded based on the achievement of certain targets that are established by the Company’s Compensation Committee and Board of Directors.
For 2017, the Company’s Compensation Committee and Board of Directors established the following targets that will be considered in the discretionary award of an annual bonus for 2017 to Mr. Chirich, subject to shareholder approval:
| (i) | Completion of a minimum capital raise of $5,000,000 during 2017. |
| (ii) | Recruiting an industry known board member and additional scientific advisory board member. |
| (iii) | Completion of a strategic transaction (excluding a supplier of Fas Ligand). |
Mr. Chirich will be entitled to an annual bonus of up to four gross monthly salaries if the above targets are met. The criteria for meeting the individual targets will be determined by the Compensation Committee and the Board in its discretion.
The Compensation Committee and the Board of Directors believe the proposed targets to be fair and reasonable and in the best interests of the Company.
It is proposed that the following resolution be adopted at the extraordinary meeting:
“ RESOLVED , to approve the targets for the 2017 bonus grant to Kasbian Nuriel Chirich, a controlling shareholder and the Company’s CEO and director, and the 2017 annual bonus grant if those targets are met, as set forth in the Proxy Statement.”
The Company‘s Board of Directors unanimously recommends that you vote “FOR” Proposal 2.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER AND ADS HOLDERS VOTE HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED JUNE 26 2017. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN JUNE 26, 2017, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS AND ADS HOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.
| By Order of the Board of Directors | |
| /s/ Kasbian Nuriel Chirich | |
| Kasbian Nuriel Chirich | |
| Chairman of the Board of Directors | |
| Cellect Biotechnology Ltd. |
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