On October 26, 2017, Kamada Ltd. (the “Company”) announced the 2017 Annual General Meeting of shareholders of the Company to be held on November 30, 2017 (the “Meeting”), and furnished the Notice of the Meeting and Proxy Statement for the Meeting and the accompanying proxy card, on Form 6-K, to the Securities and Exchange Commission (the “SEC”) and the Israel Securities Authority (the “ISA”). On October 26, 2017, the Company also commenced mailing of the proxy materials for the Meeting to its shareholders.
As announced by the Company on November 6, 2017, in accordance with the Notice and Proxy Statement for the Meeting and Israeli law, Brosh Capital Partners, L.P. and Exodus Management Israel Ltd. (together with their affiliates, the “Brosh Group”), who beneficially owned 2,888,999, or approximately 7.2% of the Company's ordinary shares as of the date of the notice, proposed a list of potential director nominees to the Company's Board of Directors, in addition to the director nominees initially proposed by the Company's Board of Directors. Following the receipt of the Brosh Group's proposal, the Company and the Brosh Group held discussions relating to the Brosh Group's proposal, as a result of which the Company and the Brosh Group entered into an agreement, under which (among other things) the Company agreed to amend the agenda for the Meeting to (i) include Mr. Asaf Frumerman, as a director nominee designated by the Brosh Group, for election by the shareholders at the Meeting and (ii) at Mr. Saadia Ozeri's proposal, to remove Mr. Ozeri, a serving director, as a director nominee for re-election at the Meeting.
Accordingly, the Company has amended the Notice of the Meeting and Proxy Statement for the Meeting and the proxy card for use in connection with the Meeting, to reflect (i) the addition to the agenda for the Meeting of Mr. Asaf Frumerman (the “Brosh Nominee”), a director nominee designated by the Brosh Group, for election by the shareholders of the Company at the Meeting; and (ii) the removal from the agenda for the Meeting of Saadia Ozeri, a serving director, as a director nominee for re-election at the Meeting.
In addition, following discussions with the Brosh Group, the Company is proposing two additional director nominees, who are industry experts, for election at the Meeting, Messrs, Itzhak Krinsky and Shmuel (Milky) Rubinstein (together, the “Expert Director Nominees”). Accordingly, the amended agenda for the Meeting includes a proposal for the election of nine director nominees, one of whom shall be the Brosh Nominee and two of whom shall be the Expert Director Nominees, in addition to Mr. Avraham Berger who shall continue to serve as a director of the Company until the 2018 Annual General Meeting of Shareholders of the Company in accordance with applicable law. Under the amended agenda for the Meeting, shareholders will also be asked to approve the Company's entering into an indemnification and exculpation agreement with each of the Brosh Nominee and the Expert Director Nominees, subject to their election at the Meeting.
Shareholders of record at the close of business on October 31, 2017 are entitled to notice of and to vote at the Meeting.
Accordingly, enclosed please find an Amended Notice of the Meeting and Amended Proxy for the Meeting and amended proxy card for the Meeting. The proxy card previously distributed by the Company on or about October 26, 2017 is no longer valid, and any previously distributed proxy card that is delivered to the Company shall not be deemed valid.
Click here to view the Amended Notice of the Meeting and Amended Proxy for the Meeting and amended proxy card for the Meeting.