November 4, 2021

To:

The Shareholders of S H L Telemedicine Ltd.

Ladies and Gentlemen,

Re: Notice of an Annual General Meeting of the Shareholders of S H L Telemedicine Ltd.

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Shareholders (the "Annual General Meeting" or "AGM") of S H L Telemedicine Ltd. (the "Company") will be held on December 9, 2021, at 13:00 (Israel Time) at the Company's registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, Israel (the "Company's Registered Office").

The agenda of the Annual General Meeting includes the following matters:

  1. Presentation and discussion of the Company's financial statements for the fiscal year ending December 31, 2020, as approved by the Board of Directors of the Company (the "Board") on April 12, 2021.
    No resolution is required with respect to this item.
  2. The re-appointment of Kost, Forer, Gabbay & Kasierer (members of Ernst & Young Global) as the external auditors of the Company until the next Annual General Meeting of the Company, and authorization to the Board to determine the terms and conditions of their engagement, including, inter alia, the remuneration of such external auditors.
    The approval of this resolution requires the consent of the holders of a simple majority of the voting power represented at the Annual General Meeting and voting thereon.

It is proposed that at the Annual General Meeting, the following resolution be adopted:

"Upon a motion duly made, with ___ Ordinary Shares out of _____ Ordinary Shares represented

and voting at the meeting (without abstaining votes) voting for (with ____ votes against); it is

hereby

RESOLVED:

To approve the re-appointment of Kost, Forer, Gabbay & Kasierer (members of Ernst & Young Global) as the external auditors of the Company until the next Annual General Meeting of the Company, and authorization to the Board to determine the terms and conditions of their engagement, including, inter alia, the remuneration of such external auditors."

1

  1. The re-election to the Board of the current directors of the Company (excluding the external directors that have been elected for a term of 3 years), who shall serve as directors of the Company until the next Annual General Meeting of the Shareholders of the Company. The aforesaid current directors are: (1) Mr. Yariv Alroy, (2) Mr. David Salton, (3) Prof. Amir Lerman, (4) Mr. Erez Nachtomy, and (5) Mr. Erez Alroy. The director nominees have submitted to the Company the declarations required pursuant to Section 224b of the Israeli Companies Law, 5759-1999 (the "Companies Law") with respect to fulfilling the legal requirements to serve as directors of the Company. Said declarations are available on the Company's website. For the CV of the candidates, please refer to section 3.1 of the Company's Corporate Governance Report for the year 2020 (pp. 24-26). Mr. Salton's CV is available on the Company's website.
    The vote with respect to each of the candidates shall be conducted separately.
    The approval of this resolution requires the consent of the holders of a simple majority of the voting power represented at the Annual General Meeting and voting thereon.
  2. The approval of Ms. Dvora Kimhi's re-appointment as an independent (external) member of the Board, for an additional term of three (3) years, commencing on December 10, 2021.
    Further information with respect to item 4:
    The first term of office of Ms. Dvora Kimhi as an independent (external) director shall expire on December 9, 2021 (i.e. the lapse of three (3) years of her first appointment); The Board, in accordance with Section 245(A1)(2) of the Companies Law recommended to extend Ms. Kimhi's appointment as an independent (external) member of the Board, for an additional term of three (3) years.
    Ms. Kimhi has submitted to the Company the declaration required pursuant to Sections 224b and 241 of the Companies Law with respect to fulfilling the legal requirement to serve as independent (external) director of the Company. Said declaration is available on the Company's website. For the CV of Ms. Kimhi please refer to subsection 3.1 of the Company's Corporate Governance Report for the year 2020.
    It is proposed that at the Annual General Meeting, the following resolution be adopted:
    "WHEREAS, the Board, in accordance with Section 245(A1)(2) of the Companies Law recommended to extend Ms. Dvora Kimhi's appointment as an independent (external) member of the Board, for an additional term of three (3) years; and
    WHEREAS, pursuant to Section 239(b) of the Companies Law, the approval of the appointment, requires the affirmative vote of a majority of shares present at the General Meeting, in person or by proxy or ballot, and voting thereon, provided however, that either (i) the majority vote at the general meeting includes a majority of the shareholders voting power represented at the General

2

Meeting and who are not the controlling shareholders of the Company or shareholders having a personal interest in the appointment, except for personal interest which is not as a result of his/her/its relations with the controlling shareholders (without abstaining votes); or (ii) the total number of objecting votes of those shareholders who are listed under (i) and who participate in the vote does not exceed two percent (2%) of all of the voting rights in the Company; and that prior to voting, shareholders (or their representatives) are required to disclose whether they are controlling shareholders or whether they have a personal interest in the appointment.

Appendix Aincludes the declarations provided by each shareholder indicating whether he/she/it is or is deemed to be considered a controlling shareholder for the purpose of this item on the agenda, or his/hers/its personal interest in the appointment.

NOW THEREFORE, upon motion duly made,

With ___ Ordinary Shares out of _____ Ordinary Shares represented and voting at the meeting

(without abstaining votes) voting for (with ____ votes against); and with ____ Ordinary Shares

out of _____ Ordinary Shares represented and voting at the meeting (without abstaining votes)

and who are not the controlling shareholders of the Company or shareholders having a personal interest in the appointment voting for (with ___ votes against of such shareholders); it is hereby

RESOLVED:

To approve the re-appointment of Ms. Dvora Kimhi as an independent (external) member of the Board, for an additional term of three (3) years, starting on December 10, 2021".

5. Following the approval of the Company's Compensation Committee and of the Board - grant of a letter of indemnification to the Company's officers and directors.

Further information with respect to item 5:

It is hereby proposed to approve the grant of a letter of indemnification, a copy of which is attached hereto as Exhibit A(the "Indemnification Letter") to all officers and directors of the Company, as shall be in office from time to time, including the Company's CEO and officers and directors who might be deemed controlling shareholders.

It is proposed that at the AGM, the following resolutions be adopted:

"WHEREAS, the Company's Compensation Committee and the Board have approved the grant of an indemnification letter, a copy of which is attached hereto as Exhibit A(the "Indemnification Letter"), to all officers and directors of the Company, as shall be in office from time to time, including the Company's CEO and officers and directors who might be deemed controlling shareholders; and

WHEREAS, pursuant to Sections 270(4) and 275 of the Companies Law 5759-1999 (the "Companies

3

Law"), such Indemnification Letter, being a transaction between the Company and its officers and directors, some of whom may be deemed controlling shareholders, requires the affirmative vote of a majority of shares present at the Annual General Meeting, in person or by proxy or ballot, and voting thereon, provided however, that either (i) the majority vote at the general meeting includes a majority of the shareholders voting power represented at the Annual General Meeting and who are not the controlling shareholders of the Company or shareholders having a personal interest in the approval of the grant of Indemnification Letter and voting thereon (without abstaining votes); or (ii) the total number of objecting votes of those shareholders who are listed under (i) and who participate in the vote does not exceed two percent (2%) of all of the voting rights in the Company; and that prior to voting, shareholders (or their representatives) are required to disclose whether they are controlling shareholders or whether they have a personal interest in the adoption of the resolution.

Appendix Aincludes the declarations provided by each shareholder indicating whether he/she/it is or is deemed to be considered a controlling shareholder for the purpose of this item on the agenda, or his/hers/its personal interest in the adoption of the said resolution; all pursuant to Section 270(4), Section 275 and Section 276 of the Companies Law.

NOW THEREFORE, upon motion duly made,

With ___ Ordinary Shares out of _____ Ordinary Shares represented and voting at the meeting

(without abstaining votes) voting for (with ____ votes against); and with ____ Ordinary Shares out of

_____ Ordinary Shares represented and voting at the meeting (without abstaining votes) and who are

not the controlling shareholders of the Company or shareholders having a personal interest in the approval of the said resolution voting for (with ___ votes against of such shareholders); it is hereby

RESOLVED:

  1. Following the approval of the Compensation Committee and of the Board, to approve the grant by the Company of an Indemnification Letter to all of the Company's officers and directors (as shall be in office from time to time), including the Company's CEO and officers and directors who might be deemed controlling shareholders.
  2. That the aforesaid resolution is in the best interest of the Company".

6. Following the approval of the Company's Compensation Committee and of the Board - grant of a letter of exemption to the Company's officers and directors.

Further information with respect to item 6:

It is hereby proposed to approve the grant of a letter of exemption, a copy of which is attached hereto as Exhibit B(the "Exemption Letter") to all officers and directors of the Company, as shall be in office from time to time, including the Company's CEO and officers and directors who might be deemed controlling shareholders.

4

It is proposed that at the AGM, the following resolutions be adopted:

"WHEREAS, the Company's Compensation Committee and the Board have approved to exempt in advance all officers and directors of the Company, as shall be in office from time to time, including the Company's CEO and officers and directors who might be deemed controlling shareholders, from any liability for damages caused to the Company due to any breach of such officer's/director's duty of care towards the Company, except, inter alia, with respect to transactions with controlling shareholders and interested party transactions, all as set forth in the exemption letter, a copy of which is attached hereto as Exhibit B(the "Exemption Letter"); and

WHEREAS, pursuant to Sections 270(4) and 275 of the Companies Law, such Exemption Letter, being a transaction between the Company and its officers and directors, some of whom may be deemed controlling shareholders, requires the affirmative vote of a majority of shares present at the Annual General Meeting, in person or by proxy or ballot, and voting thereon, provided however, that either

  1. the majority vote at the general meeting includes a majority of the shareholders voting power represented at the Annual General Meeting and who are not the controlling shareholders of the Company or shareholders having a personal interest in the approval of the grant of Exemption Letter and voting thereon (without abstaining votes); or (ii) the total number of objecting votes of those shareholders who are listed under (i) and who participate in the vote does not exceed two percent (2%) of all of the voting rights in the Company; and that prior to voting, shareholders (or their representatives) are required to disclose whether they are controlling shareholders or whether they have a personal interest in the adoption of the resolution.

Appendix Aincludes the declarations provided by each shareholder indicating whether he/she/it is or is deemed to be considered a controlling shareholder for the purpose of this item on the agenda, or his/hers/its personal interest in the adoption of the said resolution; all pursuant to Section 270(4), Section 275 and Section 276 of the Companies Law.

NOW THEREFORE, upon motion duly made,

With ___ Ordinary Shares out of _____ Ordinary Shares represented and voting at the meeting

(without abstaining votes) voting for (with ____ votes against); and with ____ Ordinary Shares out of

_____ Ordinary Shares represented and voting at the meeting (without abstaining votes) and who are

not the controlling shareholders of the Company or shareholders having a personal interest in the approval of the said resolution voting for (with ___ votes against of such shareholders); it is hereby

RESOLVED:

Following the approval of the Compensation Committee and of the Board, to approve the grant by the Company of an Exemption Letter to all of the Company's officers and directors (as shall be

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

SHL Telemedicine Ltd. published this content on 04 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2021 06:11:02 UTC.