D. MEDICAL INDUSTRIES LTD.
52-004195-5
(the "Company")
7 Zabotinsky St., Ramat-Gan, 52520, Tel: +972.3.6114517
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that the annual general meeting of shareholders (the “
Meeting
”) of D. Medical Industries Ltd. (the “
Company
”) will be held on Thursday, June 28, 2012 at 4:00 p.m. Israel time (9:00 a.m. Eastern time), at the Company’s offices, located at 7 Zabotinsky St., Moshe Aviv Tower, Ramat-Gan, 52520, Israel.
The agenda of the Meeting shall be as follows:
1. Approval and ratification of the re-appointment of Kesselman & Kesselman LLP., a member of PricewaterhouseCoopers, as the independent auditors of the Company for the period ending at the close of the next annual general meeting and authorization of the board of directors to determine the independent auditor's compensation.
2. Approval of the amendments to the Company’s Amended and Restated Articles of Association in accordance with the proposal to be included in the Notice of the Meeting (which will be available to the public through the Magna website), effective upon shareholder approval.
3. Subject to the approval of Item 2 above and the declassification of the Board of Directors of the Company, approval of the re-election of each of Messrs. Meni Mor, Zeev Bronfeld and Eyal Sheratzky as a director of the Company, to hold office until the close of the next annual meeting, as set forth in the Company’s Articles of Association and until their respective successors are duly elected and qualified, unless any office is vacated earlier pursuant to the relevant provisions therein. Alternatively, in case Item 2 above is not approved, approval of the re-election of each of Messrs. Meni Mor, Zeev Bronfeld and Eyal Sheratzky, as a “Class C” director, to hold office until the close of the annual general meeting to be held in 2015, as set forth in the Company’s Articles of Association and until their respective successors are duly elected and qualified, unless any office is vacated earlier pursuant to the relevant provisions therein.
4. Election of Ms. Noit Peleg as external director of the Company and approval of her compensation arrangement.
5. Authorizing the Board of Directors to (i) affect an up to one-for-five reverse stock split of the Company's ordinary shares (including adjustment of the terms of options and warrants), no later than December 31, 2012; and (ii) make the necessary amendments in the Amended and Restated Articles of Association of the Company, in order to reflect the changes in the Company’s share capital as a result of the reverse stock split, if effected.
In addition, the shareholders will be requested to consider at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2011.
Only shareholders of record at the close of business on May 30, 2012 (the “
Record
Date
”) will be entitled to receive notice of, and to vote at the Meeting.
Position Statements should be submitted to the Company no later than June 10, 2012.
Shareholders who will not attend the Meeting in person may vote by means of a proxy card and are obliged to complete, sign, date and return the proxy card no later than 48 hours before the time of the Meeting (i.e., 4:00 p.m. (Israel time) on June 26, 2012).
Notice of the Meeting will be available to the public through the Magna website at:
www.magna.isa.gov.il
.
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D. Medical Industries Ltd.
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