Proxy appointment For the purposes of voting on the Annual General Meeting of shareholders of VIDAC PHARMA HOLDING PLC
(Name of the shareholder)
(Address of the shareholder)
Date:__ October 2024
Sent via email
VIDAC PHARMA HOLDING PLC (Company number: 13479728)
I, the undersigned holder of________________________ (please input the exact amount of the shares
held) Ordinary shares in the capital of VIDAC PHARMA HOLDING PLC (the 'Company') at the date of filling in this proxy appointment form and having the following residential address:
__________________________ , hereby appoint______________________________________ (the 'Proxy'),
having the following residential address:_____________________________ to act as my proxy and to vote
on my behalf at the Annual General Meeting of shareholders of the Company to be held on 30 October 2024, starting at 11:00 a.m. (CET)/12:00 pm Tel-Aviv time at HaGefen 42, Sitrya, Israel.
The proxy shall vote in the following manner:
[// you would like to vote AGAINST any of the resolutions below, please, cross FOR and write over the word AGAINST]
Ordinary Business
Approval of Annual Accounts for the financial year ended 31 December 2023
1. Vote FOR the resolution (1) To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2023 together with the last report of the Board of Directors and Auditor's report.
Re-election of the Audit Committee
- Vote FOR the resolution (2) To re-elect as the members of the Audit Committee Mr. Yoel Frankforter and Mr. Zvi Haim.
Re-election of the Board of Directors
- Vote FOR the resolution (3) To re-elect as the Directors of the Company Dr. Max Herzberg, Mr. Yochai Richter, Mr. Christian Policard, Mr. Joseph Tenne.
Re-appointment of the Statutory Auditors
- Vote FOR the resolution (4) To re-appoint as the Statutory Auditors AuditHelp LTD, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE.
Authorization to adopt an option plan and sign M&A and investments term sheets
- Vote FOR the resolution (5) To nominate Mr. Tenne and Dr. Max Herzberg as "Option Committee" to prepare an option plan in amount not exceeding the 10% of the existing share capital of the Company.
- Vote FOR the resolution (6) To authorize the Board of Directors to enter any legally binding transaction, including the right to execute the term sheet of the prospective transaction connected with investment and joint venture creation.
- Vote FOR the resolution (7) To authorize the Board of Directors to enter any legally binding transaction, including the right to execute the term sheet of the prospective transaction connected with M&A or funds attraction, including crowdfunding, issuance of convertible instruments, private placement, private investors, public investors, grant financing or joint venture.
Authority to allot shares
- Vote FOR the resolution (8) THAT, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this Resolution, the Directors be and are generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the Act) to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being 'relevant securities'):
(a) up to an aggregate nominal amount of £5,000,000; (b) up to an aggregate nominal amount of £5,000,000 provided they are equity securities (as defined in section 560(1) of the Act) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
(i) in favour of holders of ordinary shares in the capital of the Company at such record date as the Directors may determine, and/or to holders of ordinary shares in the capital of the Company who with the aim to finance the Company sold their shares and reinvested the net proceeds to the Company under any agreement with the Company or instruction of the
Company. Under such conditions the amount of the shares issued shall be equal to the shares transferred by the holder;
- to investors that may make a capital contribution in cash in an amount not less than £250,000 per each time;
- to professional advisors or as compensation to the holders of ordinary shares in the capital of the Company at such record date as the Directors may determine in case if their shares have been used to pay for the services of above mentioned professional advisors;
- to holders of any of ordinary shares in the capital of the Company and/or other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with in relation to treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any relevant regulatory body or stock exchange or any other matter whatsoever, provided that this authority shall expire (unless previously renewed, varied, extended or revoked by the Company in general meeting) on 30 October 2025 being the date falling 12 months from the passing of this Resolution or, if earlier, at the conclusion of the next annual general meeting of the Company to be held following the passing of this Resolution, save that the Company may at any time before such expiry make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if this authority had not expired. Such authorization shall be provided to the Directors starting from 30 September 2024.
In accordance with the Company's instructions, the Directors are generally and unconditionally authorised to sell shares from their personal custody account on behalf of the Company covering banks safeguarding fees and direct payments to subcontractors. These specific types of operations shall be limited to a total value of up to €30,000 per month for each Director. This authorization of Directors shall not be considered as their personal shares alienation and will be aimed only at performing the obligations of the Company. Such authorization shall be provided to the Directors starting from 1 July 2023.
Special resolutions
Authority to disapply pre-emption rights
9. Vote FOR the resolution (9) That if Resolution 8 (Authority to allot shares) is passed, the Board be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be limited:
(a) up to an aggregate nominal amount of £5,000,000; (b) up to an aggregate nominal amount of £5,000,000 provided they are equity securities (as defined in section 560(1) of the Act) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
(a) up to an aggregate nominal amount of £5,000,000; (b) up to an aggregate nominal amount of £5,000,000 provided they are equity securities (as defined in section 560(1) of the Act) (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
- in favour of holders of ordinary shares in the capital of the Company at such record date as the Directors may determine, and/or to holders of ordinary shares in the capital of the Company who with the aim to finance the Company sold their shares and reinvested the net proceeds to the Company under any agreement with the Company or instruction of the Company. Under such conditions the amount of the shares issued shall be equal to the shares transferred by the holder;
- to investors that may make a capital contribution in cash in an amount not less than £250,000 per each time;
- to professional advisors or as compensation to the holders of ordinary shares in the capital of the Company at such record date as the Directors may determine in case if their shares have been used to pay for the services of above mentioned professional advisors;
- to holders of any of ordinary shares in the capital of the Company and/or other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with in relation to treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any relevant regulatory body or stock exchange or any other matter whatsoever, provided that this authority shall expire (unless previously renewed, varied, extended or revoked by the Company in general meeting) on 30 October 2025 being the date falling 12 months from the passing of this Resolution or, if earlier, at the conclusion of the next annual general meeting of the Company to be held following the passing of this Resolution, save that the Company may at any time before such expiry make an offer or enter into an agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if this authority had not expired. Such authorization shall be provided to the Directors starting from 30 September 2024.
Director's power to vote
10. Vote FOR the resolution (10) A Director shall not vote in respect of any resolution concerning his appointment or the termination of his appointment.
(Name of the shareholder)