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An Annual General Meeting of the shareholders of XTL Biopharmaceuticals will be held at the offices of the Company's attorneys, at 11:00AM. (Israel Time), on Thursday, March 24, 2016.

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Additional Information

Additional Relevant Details The Meeting is being called for the following purposes: 1. Financial Statements – To discuss the Company's financial statements and Annual Report for the fiscal year ended December 31, 2014. 2. Auditor Reappointment - To consider and act upon a proposal to approve the appointment of Kesselman & Kesselman, Israel CPAs, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and to authorize the Board of Directors to fix such firm’s annual compensation in accordance with the volume and nature of its services (“Proposal 1”). 3. Directors Reappointment - To consider and act upon a proposal to re-elect Messrs. David Bassa, Dr. Jonathan Schapiro, Shlomo Shalev, Doron Turgeman and Dr. Dobroslav Melamed to the Board of Directors of the Company, each for a term expiring at the next Annual General Meeting of Shareholders (“Proposal 2”). The Declaration of Directors Qualification is attached hereto as Annex A. It is hereby clarified that resolutions approving the reappointment and reelection of each director shall be adopted separately. 4. Remuneration of the Chairman – To consider and act upon a proposal to approve the compensation of Mr. Shlomo Shalev, Chairman of the Board, retroactive as of September 1st , 2015 (respectively “Proposal 3” and the “Effective Date”), as follows: A. Monetary Remuneration A monthly consulting fee of NIS 20,000 plus value added tax, as applicable, per month. B. Equity Remuneration (i) Grant of 1,500,000 non-tradable stock options exercisable into 1,500,000 ordinary shares of the Company, par value NIS 0.1 per share (the "Shalev Options"). The exercise price of each of the Shalev Options is NIS 0.60 (nonlinked), reflecting a price which is more than 100% higher than the average share price of the Company on Tel-Aviv Stock Exchange ("TASE") in the 30 days preceding the date of the Board of Directors' resolution to grant such options. (ii) The Shalev Options shall be issued in accordance with Section 102 of the Israeli Income Tax Ordinance (New Version) – 1961 (the "Ordinance"). (iii) The Shalev Options shall be subject to a vesting period and to adjustments specified in the Company's option plan (the “Option Plan”), as set forth below: a. Mr. Shalev shall be entitled to receive the Shalev Options and exercise them within a maximum period of 120 months from the date of grant, subject to the terms and conditions contained herein, and based on a quarterly basis vesting period of 36 months, so that 1/12 of the Shalev Options shall vest on the last day of each three month period as of the Effective Date (the "Vesting Period"). Following the lapse of 36 months, as of the Effective Date, all the) Shalev Options may be exercised, subject to continued engagement of Mr. Shalev during the Vesting Period. b. Pursuant to TASE directives, due to the transition to clearing on day T+1 of unlisted shares and convertible securities, the Shalev Options shall not be converted on the determining day for a distribution of bonus shares, rights offering, dividend distribution, capital consolidation, capital split or capital reduction (each of the above will hereinafter be referred to as "Company Event"). Furthermore, should the X-date of the Company Event fall before its determining day, no conversion will be made on that date. c. Shares derived from the Shalev Options grant the right to receive invitations to attend Company shareholders meetings and vote therein. All of the Company's shares, including those deriving from the Shalev Options, have equal rights among them, pro rata to the amount of capital paid, or credited as paid, on their par value, with regard to dividends and any other distributions or participation in the distribution of surplus Company assets upon dissolution. d. In accordance with the Option Plan, the exercise price and number of unexercised options granted under the Option Plan will be adjusted in the following cases: i. The number and class of shares that may be acquired with regard to the exercise of options granted under the Option Plan will be proportionally adjusted to increase or decrease in the number of allotted shares derived from a stock split (including bonus shares), consolidation, exchange of shares, change of classes of shares or a combination of the foregoing. It should be noted that, in each case, the exercise price shall be adjusted so as not to be below the share par value. No adjustments shall be made where securities are issued to the Company's shareholders in a rights offering. The number of shares or the exercise price will not be adjusted where dividends are distributed in cash or deemed as distributed. ii. In any event of a merger or consolidation in which the Company is not the surviving entity (an "Acquisition Event"), the options shall be replaced or considered as options granted by the surviving company, in which case the following provisions shall apply: (1) the Vesting Period will not change, provided however that 25% of the options that have not yet vested on the date of the Acquisition Event will vest immediately; and (2) should the offeree's tenure end prior to one year following the Acquisition Event, an additional 25% of any options that have not yet vested on the date of the Acquisition Event will vest immediately. iii. In the event of the Company's dissolution, the Board of Directors or a Committee appointed by it shall notify option holders to that effect by providing at least 15 days prior notice, during which period each option holder may exercise all unvested options owned by it whose Vesting Period has not lapsed. In the event of a failure to exercise this right during the said period, the unexercised options shall expire. iv. If the Company receives an offer to effect a transaction, whether by way of acquiring the shares of the Company or otherwise, the outcome of which will be a change in control, option holders may exercise all of their options within a six month period commencing on the effective date of the transaction or the date of fulfillment of the conditions precedent to closing the transaction. 
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