UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of February, 2009
Commission
File Number:
000-51310
XTL Biopharmaceuticals
Ltd.
(Translation
of registrant's name into English)
711
Executive Blvd., Suite Q
Valley Cottage, New York
10989
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F
x
Form 40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o
No
x
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
N/A
Incorporation
by Reference: This Form 6-K of XTL Biopharmaceuticals Ltd. dated January 28,
2009 is hereby incorporated by reference into the registration statements on
Form F-3 (File No. 333-141529, File No. 333-147024 and File No. 333-153055)
filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission
on March 23, 2007 , October 30, 2007 and August 15, 2008, respectively, and the
registration statements on Form S-8 (File No. 333-148085, File No. 333-148754
and File No. 333-154795) filed by XTL Biopharmaceuticals Ltd. with the
Securities and Exchange Commission on December 14, 2007, January 18, 2008, and
October 28, 2008, respectively.
XTL
Biopharmaceuticals to Convene Extraordinary Shareholders’ Meetings after Receipt
of Shareholder Letter
Valley Cottage, NY, February 5,
2009
- XTL Biopharmaceuticals Ltd. (NASDAQ: XTLB, TASE: XTL) today
provided notification that on February 3, 2009 the Company received a letter
from a shareholder who owns more than 5% of the Company’s outstanding ordinary
shares requesting the convening of an extraordinary shareholders’ meeting (EGM)
of the Company as soon as possible to address and approve the following
matters:
1.
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that
Boaz Shweiger be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company;
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2.
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that
Mark Allouche be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company;
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3.
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that
Amit Yonay be and is hereby appointed as a Director of the Company until
the next annual general meeting of the
Company;
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4.
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that
David Grossman be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company;
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5.
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that
Yaron Diament be and is hereby appointed as an External Director of the
Company until March 11, 2012;
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6.
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that
Dafna Cohen be and is hereby appointed as an External Director of the
Company until March 11, 2012;
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7.
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that
the share capital of the Company be consolidated and re-divided so that
each five (5) shares of NIS 0.02 nominal value shall be consolidated into
one (1) share of NIS 0.1 nominal
value;
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8.
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that
the registered share capital of the Company be increased from NIS
10,000,000 divided into 100,000,000 ordinary shares, NIS 0.1 nominal
value, to NIS 70,000,000 divided into 700,000,000 ordinary shares, NIS 0.1
nominal value;
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9.
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that
the ADR ratio be amended from one (1) ADR representing two (2) ordinary
shares, NIS 0.1 nominal value, to one (1) ADR representing twenty (20)
ordinary shares, NIS 0.1 nominal value;
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10.
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and
that the remuneration terms for Boaz Shweiger, Mark Allouche, Amit Yonay,
David Grossman, Yaron Diament and Dafna Cohen, as set forth in the Notice
is hereby approved.
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Upon the
approval of the appointment of the aforesaid Directors, all of the Company’s
current Directors shall immediately tender their resignation.
The EGMs
will take place at the Conference Room at the Company’s Israeli offices at
Building 3, Kiryat Weizmann Science Park, Rehovot, Israel 76100, at 3:00 p.m.
and 5:30 p.m. Israel time on March 11, 2009.
Contact:
Ron
Bentsur, Chief Executive Officer
Tel:
+1-(845)-267-0707 ext. 224
XTL
Biopharmaceuticals Ltd. hereby incorporates in this report on Form 6-K the
following attached exhibits:
Exhibit
Number
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Description
of Exhibit
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1.
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Notice
of Extraordinary General Meetings
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2.
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Proxy
Form
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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XTL
BIOPHARMACEUTICALS LTD.
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Date:
February 5, 2009
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By:
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/s/ Ron Bentsur
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Ron
Bentsur
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Chief
Executive Officer
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EXHIBIT
1
THIS
DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
References
in this document to “XTL,” or the "Company," refer to XTL Biopharmaceuticals
Ltd. All references herein to "$" are to US dollars, and all references to
"Shekels" or "NIS" are to New Israeli Shekels.
(incorporated and registered in the
State of Israel under the Israeli Companies Law – 1999 with registered number
52-003947-0)
Notice of Extraordinary
General Meetings
Replacement
of Directors
Appointment
of External Directors
Remuneration
to Directors
Consolidation
of Share Capital
Increase
of Share Capital
Amend
Ratio of ADR's
Notice of
the convening of two (2) Extraordinary General Meetings (the “
Meetings
”) of XTL
Biopharmaceuticals Ltd (the "
Company
") to be held at the
Conference Room of the Company at Building 3, Kiryat Weizmann Science Park, PO
Box 370, Rehovot 76100, Israel, at 3:00 p.m. (Israel Time) and 5:30 p.m. (Israel
Time) on Wednesday, March 11, 2009 is set out at the end of this
document.
INSTRUCTIONS
TO SHAREHOLDERS
Shareholders
are hereby furnished with a proxy card for use at the Meetings. The proxy card
should be completed and returned to the Company at its registered offices,
Building 3, Kiryat Weizmann, PO Box 370, Rehovot 76100, Israel, in accordance
with the instructions printed on it as soon as possible and, in any event, so as
to be received no later than 3:00 p.m. (Israeli time) on Monday, March 9, 2009
along with confirmation of ownership in accordance with the Israel Companies
Regulations (Proof of Ownership for Voting in General Meetings) -
2000.
UK certificated holders and
depository interest holders
will find enclosed a proxy card for use at
the Meetings. The proxy card for the Meetings should be completed and returned
to the Company's registrars, Computershare Investor Services (Channel Islands)
Limited, PO Box 83, Ordnance House, 31 Pier Road, St. Helier, Jersey, JE4 8PW,
Channel Islands, in accordance with the instructions printed on them as soon as
possible and, in any event, so as to be received no later than 3:00 p.m. (Israel
time) on Monday, March 9, 2009. Holders of Depository Interests will find
enclosed a form of instruction for use at the Meetings. The form of instruction
should be completed and returned to the Company's UK registrars, Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, in
accordance with the instructions printed on them as soon as possible and, in any
event, so as to be received no later than 3:00 p.m. (Israel time) on Monday,
March 9, 2009.
ADR holders
will receive a
proxy with the relevant voting instructions.
Notice of First
Extraordinary General Meeting
XTL Biopharmaceuticals
Ltd.
(incorporated
and registered in the State of Israel under the Israeli Companies Law -
1999
with registered number
52-003947-0)
Notice is
hereby given, under the Companies Regulations (Publishing a Notice of a General
Meeting and a Special Meeting in a Public Company) - 2000, that an Extraordinary
General Meeting (“EGM”) of the Company will be held at the Conference Room of
the Company at Building 3, Kiryat Weizmann Science Park, PO Box 370, Rehovot
76100, Israel, at 3:00 p.m. (Israel Time) on Wednesday, March 11, 2009, to
consider, and if thought fit, pass the following resolutions:
The
Company received a letter on February 3, 2009, dated February 1, 2009, from
Messrs Dror Tamari and Alex Rabinovitch, shareholders of the Company holding
shares of the Company in excess of 5% of the Company's share capital, that they
request a convening of a shareholders meeting. In accordance with Article 22.4
of the Articles of Association of the Company, any shareholder (or shareholders)
holding in excess of 5% of the share capital of the Company, may request the
Board to convene a shareholders meeting. Consequently, all the directors will
immediately tender their resignation from their role as Directors of the
Company, conditional upon the passing of Resolutions 1 to 6
below.
1.
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THAT
Boaz Shweiger be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company.
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2.
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THAT
Mark Allouche be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company.
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3.
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THAT
Amit Yonay be and is hereby appointed as a Director of the Company until
the next annual general meeting of the
Company.
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4.
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THAT
David Grossman be and is hereby appointed as a Director of the Company
until the next annual general meeting of the
Company.
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5.
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THAT
Yaron Diament be and is hereby appointed as an External Director of the
Company until March 11, 2012.
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6.
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THAT
Dafna Cohen be and is hereby appointed as an External Director of the
Company until March 11, 2012.
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7.
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THAT
the share capital of the Company be
consolidated and re-divided so
that each five (5) shares of NIS 0.02 nominal value shall be consolidated
into one (1) share of NIS 0.1 nominal
value.
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8.
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THAT
the registered share capital of the Company be increased from NIS
10,000,000 divided into 100,000,000 ordinary shares, NIS 0.1 nominal
value, to NIS 70,000,000 divided into 700,000,000 ordinary shares, NIS 0.1
nominal value.
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9.
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THAT
the ADR ratio be amended from one (1) ADR representing two (2) ordinary
shares, NIS 0.1 nominal value, to one (1) ADR representing twenty (20)
ordinary shares, NIS 0.1 nominal
value.
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DETAILS
OF THE DIRECTORS SEEKING APPOINTMENT IS SET OUT IN APPENDIX A.
Shareholders
of record at the close of business on February 11, 2009 are entitled to notice
of, and to vote at the EGM. All shareholders are cordially invited to attend the
EGM in person.
All
resolutions proposed at the EGM, except for Resolution 5 and 6, shall be
carried by a simple majority of the shareholders present and voting at the
EGM.
Resolutions 5
and 6 at the EGM shall each be carried by a simple majority, provided that
one of the following conditions prevails:
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1.
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in
counting the votes of the majority at the general meeting, at least
one-third of all the votes of shareholders who are not controlling
shareholders of the Company or representatives of such persons, present at
the time of voting are included; in counting the total votes of such
shareholders, abstentions shall not be taken into
account;
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2.
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the
total number of votes opposing the appointment from among the shareholders
referred to in paragraph 1 above shall be no greater than one percent of
the total voting rights in the
Company.
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The
definition of “
control
”
is: the ability to direct the activity of a corporation, excluding an ability
deriving merely from holding an office of director or another office in the
corporation, and a person shall be presumed to control a corporation if he holds
half or more of a certain type of “means of control” of the corporation; “
means of control
” in a
corporation - any one of the following:
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1.
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the
right to vote at a general meeting of a company or a corresponding body of
another corporation; or
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2.
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the
right to appoint directors of the corporation or its general
manager;
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Shareholders
who do not expect to attend the EGM in person are requested to mark, date, sign
and mail the proxy as promptly as possible. Beneficial owners who hold their
shares through members of the Tel Aviv Stock Exchange (“
TASE
”) may either vote their
shares in person at the EGM by presenting a certificate signed by a member of
the TASE which complies with the Israel Companies Regulations (Proof of
Ownership for Voting in General Meetings) - 2000 as proof of ownership of the
shares (the "
Certificate
"), or send such
Certificate along with a duly executed proxy to Kantor & Co. - Law Offices,
Oz House, 14 Abba Hillel Street, 12th Floor, Ramat Gan 52506,
Israel.
The
Notice of the EGM and the Proxy Form is available for the public at the Israel
Securities Authority's site: www.magna.isa.gov.il and at the Company's office at
Building 3, Kiryat Weizmann Science Park, PO Box 370, Rehovot 76100,
Israel. A copy of the Notice of the EGM is also available on the US
Securities Exchange Edgar site: http://www.sec.gov/.
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By
order of the Board
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Registered
Office:
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Ronen
Kantor
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Building
3
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Company
Secretary
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Kiryat
Weizmann Science Park
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Rehovot
76100
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Israel
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February
6, 2009
1
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A
member who is entitled to attend and vote at the meeting may appoint one
or more proxies to attend and to vote instead of him or her. A
proxy need not be a member of the
Company.
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2
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Completion and return of a
form of proxy will not preclude a shareholder who is not an ADR holder
from attending and voting at the meeting in person if he or she
subsequently decides to do
so.
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Notice of Second
Extraordinary General Meeting
XTL Biopharmaceuticals
Ltd.
(incorporated
and registered in the State of Israel under the Israeli Companies Law -
1999
with registered number
52-003947-0)
Notice is
hereby given, under the Companies Regulations (Publishing a Notice of a General
Meeting and a Special Meeting in a Public Company) - 2000, that an Extraordinary
General Meeting (“Second EGM”) of the Company will be held at the Conference
Room of the Company at Building 3, Kiryat Weizmann Science Park, PO Box 370,
Rehovot 76100, Israel, at 5:30 p.m. (Israel Time) on Wednesday, March 11, 2009,
to consider, and if thought fit, pass the following resolutions:
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1.
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THAT
the remuneration terms for Boaz Shweiger, Mark Allouche, Amit Yonay, David
Grossman, Yaron Diament and Dafna Cohen, as set forth in the attached
Appendix
B
, and as shall be submitted to the Company's Audit Committee and
Board of Directors prior to the EGM for approval, is hereby
approved.
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Shareholders
of record at the close of business on February 11, 2009 are entitled to notice
of, and to vote at the Second EGM. All shareholders are cordially invited to
attend the Second EGM in person.
All
resolutions proposed at the Second EGM shall be carried by a simple majority of
the shareholders present and voting at the Second EGM.
Shareholders
who do not expect to attend the Second EGM in person are requested to mark,
date, sign and mail the proxy as promptly as possible. Beneficial owners who
hold their shares through members of the Tel Aviv Stock Exchange (“
TASE
”) may either vote their
shares in person at the EGM by presenting a certificate signed by a member of
the TASE which complies with the Israel Companies Regulations (Proof of
Ownership for Voting in General Meetings) - 2000 as proof of ownership of the
shares (the "
Certificate
"), or send such
Certificate along with a duly executed proxy to Kantor & Co. - Law Offices,
Oz House, 14 Abba Hillel Street, 12th Floor, Ramat Gan 52506,
Israel.
The
Notice of the Second EGM and the Proxy Form is available for the public at the
Israel Securities Authority's site: www.magna.isa.gov.il and at the Company's
office at Building 3, Kiryat Weizmann Science Park, PO Box 370, Rehovot 76100,
Israel. A copy of the Notice of the Second EGM is also available on
the US Securities Exchange Edgar site: http://www.sec.gov/.
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By
order of the Board
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Registered
Office:
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Ronen
Kantor
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Building
3
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Company
Secretary
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Kiryat
Weizmann Science Park
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Rehovot
76100
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Israel
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February
6, 2009
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1.
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A
member who is entitled to attend and vote at the meeting may appoint one
or more proxies to attend and to vote instead of him or her. A
proxy need not be a member of the
Company.
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2.
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Completion and return of a
form of proxy will not preclude a shareholder who is not an ADR holder
from attending and voting at the meeting in person if he or she
subsequently decides to do
so.
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Appendix
A
Boaz
Shweiger
Non-Executive
Director
Boaz
Shweiger, 33, has served, as a partner and Managing Director of Sean S. Holdings
Ltd., a private investment company, since August 2005. Mr. Shweiger was an
attorney at S. Horowitz & Co (a leading Israeli law firm), practicing
commercial law, from June 2001 to January 2005. From December 2001 to April
2005, Mr. Shweiger served as Director and a member of the investment committee
of Isal Amlat Investments (1993) Ltd., an investment company (TASE: ISAL),
engaged in the fields of industry, commerce, real estate and advanced
technologies services. Mr. Shweiger received an LL.B, magna cum laude, from the
College of Management and an MBA in finance and auditing from Tel - Aviv
University.
Marc
Allouche
Non-Executive
Director
Marc
Allouche, 35, had served as the head of the Alternative Investments Division of
Harel Insurance Investments & Financial Services Ltd. (TASE: HARL), from
January 2008 until January 2009, focused on private equity and real estate
investments. From March 2006 to July 2007, Mr. Allouche served as Executive Vice
President of investments and strategic development of SGPA Ltd., a French
holding company and concurrently was CEO of one of its portfolio companies,
operating in the retail sector in France. From November 2002 to December 2005,
Mr. Allouche was a Senior Manager in the private equity advisory group of Russel
Bedford International, in charge of corporate finance and restructuring advisory
services. From 2000 to 2001, Mr. Allouche served a Vice President at Nessuah
Zanex Venture Capital Company Ltd., concurrently also Managing Director of one
of its portfolio companies for turn-around purposes. In addition,
from 1996 to 2000, Mr. Allouche was a Senior Advisor in the Corporate Finance
division of KPMG International - Somekh Chaikin. Mr. Allouche received a BA in
economics and management and an MBA with major in corporate finance and
accounting from Dauphine University, Paris. He is also a Chartered Public
Accountant in France.
Amit
Yonay
Non-Executive
Director
Mr. Amit
Yonay, 38, served from 2000 to January 2007, as the Head Israeli Sell-Side
Analyst with ING Financial Markets (NYSE: ING, Euronext: INGA) in Israel. From
1998 until 2000, Mr. Yonay was Vice President and Portfolio Manager at Meretz
Investments Ltd. and from 1996 until 1998 he was a buy-side analyst at Meretz
Investments. Mr. Yonay received a BSc in Electrical Engineering from Binghamton
University and an MBA from Tel Aviv University in Finance and International
Business.
David
Grossman
Non-Executive
Director
David
Grossman, 34, served as a Vice President from March 2006 to December 2008, of
Eurocom Investments LP, a private equity fund, focused on long-term investments
mainly in Israeli public companies. Also from March 2006 to December
2008, Mr. Grossman was Vice President of Sahar Investments Ltd, (TASE: SAIN)
focused on investments in the Life Sciences arena. From July 2003 to March 2006,
Mr. Grossman was a Senior Analyst at Israel Health Care Ventures, an Israeli
healthcare venture capital fund. From 2001 to March 2003, Mr. Grossman was a
senior investment banker with Reliance Capital Ltd. From 2001-2003, he was a
partner of Magna Business Development, a consulting boutique. In addition, Mr.
Grossman is currently a director and member of the audit committee of Bio Light
Israeli Life Science Investments Ltd. (TASE: BOLT) since December 2008 and from
May 2007 to July 2008 was a Director and member of the audit committee of Gilat
Satcom Ltd. (AIM: GLT). Mr. Grossman received a BA business administration with
a focus on information technology, from the Interdisciplinary Center
Herzliya.
Yaron
Diament
Non-Executive
and External Director
Yaron
Diament, 42, has served as the founding partner and Chief Financial Officer of
Tagor Capital Ltd., a public real estate investment company (TASE: TGCP), since
September 2006 and a board member of all of its non-Israel real estate
investments. From 2003 to September 2006, Mr. Diament was an independent
financial advisor focused on risk management and corporate finance transactions.
From 1994 to February 2005 Mr. Diament was CFO of H.G.I.I. Ltd. (TASE: HGII,
today a private company) and a member of the board of certain wholly owned
subsidiaries. Prior to that Mr. Diament was an accountant with Eliezer Oren and
Partners. In addition, Mr. Diament serves at an external director of Mega Or
Holdings Ltd. (TASE: MGOR) since September 2007. Mr. Diament received a BA in
economics and accounting from Tel Aviv University and has an Israeli CPA
license.
Dafna
Cohen
Non-Executive
and External Director
Dafna
Cohen, 38, has served as Director of Group Investment and a Treasurer of Emblaze
Ltd. (LSE-BLZ), a group of technology companies focused on growth and
innovation, since December 2005. From 2000 to December 2004, Ms. Cohen was an
Investment Manager for Leumi & Co., an investment house of the Bank Leumi
Group. From 1994-2000, Ms. Cohen worked in the derivatives sector of Bank Leumi.
In addition, Ms. Cohen serves at an external director of Bee-Contact Ltd (TASE:
BCNT) since September 2007. Ms. Cohen received a BA in economics and political
science and an MBA in finance and accounting from Hebrew University,
Jerusalem.
Appendix
B
Proposed Remuneration for
each of Boaz Shweiger, Mark Allouche, Amit Yonay, David Grossman, Yaron Diament
and Dafna Cohen (separately and not jointly)
Each of
the aforementioned directors shall be entitled to compensation under the
Israel Companies
Regulations (Rules regarding Consideration and Expenses for External
Directors)-2000, as follows:
Annual
consideration of $10,000 (to be paid in 4 equal quarterly payments), payments of
$375 for attendance at each board or committee meeting in person or held by
teleconference and reimbursement of reasonable out-of-pocket expenses effective
from the date of the Second EGM.
EXHIBIT
2
XTL
Biopharmaceuticals Ltd.
(the
“Company”)
Proxy
form for use at the two (2) Extraordinary General Meeting of the
Company
to
be held on March 11,2009 at 3:00 p.m. (Israel time) and 5:30 p.m. (Israel
Time).
I/We
…….…………………… of …………………………………………………...…………………………………
being (a) holder(s) of the number of
ordinary shares of NIS 0.02 each in the Company set out below hereby appoint the
chairman of the Meeting or
……………………………………………..……………………………………………………………………………
as my/our
prox(y)(ies) to vote for me/us and on my/our behalf at the two (2) Extraordinary
General Meetings of the Company to be held at the Conference Room of the Company
at Building 3, Kiryat Weizmann Science Park, PO Box 370, Rehovot 76100, Israel
at 3:00 p.m. (Israel Time) and 5:30 p.m. (Israel Time) on March 11, 2009 and at
any adjournment thereof (the “Meeting”). This Form of Instruction relates to the
Notice of Extraordinary Meeting dated February 6, 2009 (the “Notice”). My/our
prox(y)(ies) (is)/(are) to vote in the following way by inserting “X” in the
appropriate boxes:
EXTRAORDINARY
GENERAL MEETING NO. 1 (the "EGM")
No.
|
Type
of Resolution
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Resolution
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For
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Against
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Abstain
|
1.
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Ordinary
Resolution
|
To
approve the appointment of Boaz Shweiger
as a Director of the
Company as detailed in the Notice.
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|
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2.
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Ordinary
Resolution
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To
approve the appointment of Mark Allouche as a Director of the Company as
detailed in the Notice.
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3.
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Ordinary
Resolution
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To
approve the appointment of Amit Yonay
as a Director of the
Company as detailed in the Notice.
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4.
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Ordinary
Resolution
|
To
approve the appointment of David Grossman
as a Director of the
Company as detailed in the Notice.
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5.
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Ordinary
Resolution
|
To
approve the appointment of Yaron Diament
as an External
Director of the Company as detailed in the Notice.
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6.
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Ordinary
Resolution
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To
approve the appointment of Dafna Cohen
as an External
Director of the Company as detailed in the Notice.
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7.
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Ordinary
Resolution
|
To
approve the consolidation and re-division of share capital of the Company
so that each five (5) shares of NIS 0.02 nominal value shall be
consolidated into one (1) share of NIS 0.1 nominal value as detailed in
the Notice.
|
|
|
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8.
|
Ordinary
Resolution
|
To
approve the increase of registered share capital of the Company from NIS
10,000,000 divided into 100,000,000 ordinary shares, NIS 0.1 nominal
value, to NIS 70,000,000 divided into 700,000,000 ordinary shares, NIS 0.1
nominal value, as detailed in the Notice.
|
|
|
|
9.
|
Ordinary
Resolution
|
To
approve the amendment of ADR ratio from one (1) ADR representing two (2)
ordinary shares, NIS 0.1 nominal value, to one (1) ADR representing twenty
(20) ordinary shares, NIS 0.1 nominal value, as detailed in the
Notice.
|
|
|
|
EXTRAORDINARY
GENERAL MEETING NO. 2
No.
|
Type
of Resolution
|
Resolution
|
For
|
Against
|
Abstain
|
1.
|
Ordinary
Resolution
|
To
approve the remuneration terms for Boaz Shweiger, Mark Allouche, Amit
Yonay, David Grossman, Yaron Diament and Dafna Cohen as detailed in the
Notice
|
|
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Shareholding
…………………………………………..………….
|
Ordinary
Shares (please insert number)
|
|
|
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|
Signature(s)
………………………………………………..……
|
Date
……………………….2009
|
Notes
for completion of proxy form
|
1.
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Please
indicate, by placing “X” in the appropriate space, how you wish your votes
to be cast in respect of each of the Resolutions. If this form
is duly signed and returned, but without any specific direction as to how
you wish your votes to be cast, your proxy may vote or abstain, at his or
her discretion.
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2.
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In
the case of joint shareholders, the vote of the first named in the
register of members of the Company who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other
joint holder(s).
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3.
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All
resolution, other than Resolution 5 and 6 of the EGM shall be
carried by a simple majority. Resolutions 5 and 6 at the EGM
shall each be carried by a simple majority, provided that one of the
following conditions prevails:
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a.
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in
counting the votes of the majority at the general meeting, at least
one-third of all the votes of shareholders who are not controlling
shareholders of the Company or representatives of such persons, present at
the time of voting are included; in counting the total votes of such
shareholders, abstentions shall not be taken into
account;
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b.
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the
total number of votes opposing the appointment from among the shareholders
referred to in paragraph a above shall be no greater than one percent of
the total voting rights in the
Company.
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4.
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This
proxy must be executed by the shareholder(s) or his/her/their attorney
duly authorised in writing.
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5.
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Any
shareholder holding shares of the Company on the close of business on
February 11, 2009 shall be entitled to attend and vote at the Meetings.
Such shareholder may appoint one or more proxies to attend and to vote
instead of him or her. A proxy need not be a shareholder of the
Company.
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6.
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This
proxy card should be completed and returned to the Company at its
registered offices, Building 3, Kiryat Weizmann Science Park, PO Box 370,
Rehovot 76100, Israel, no later than 3:00 p.m. (Israeli time) on March 9,
2009 along with confirmation of ownership in accordance with the Israel
Companies Regulations (Proof of Ownership for Voting in General Meetings)
- 2000.
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7.
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Completion
and return of a form of proxy will not preclude a shareholder from
attending and voting at the Meetings in person if he or she subsequently
decides to do so.
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