Indicate by check
mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
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): ____
Attached hereto and incorporated herein
by reference is the notice and proxy statement for the annual general meeting of the Company scheduled for May 2, 2018.
This Form 6-K is incorporated by reference
into the Company's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 2, 2013 (Registration
No. 333-188286), on October 29, 2015 (Registration No. 333-207654) and on July 25, 2017 (Registration No. 333-219441) and its Registration
Statement on Form F-3 filed with the Securities and Exchange Commission on February 25, 2016 (Registration No. 333- 209702).
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
REDHILL BIOPHARMA LTD.
(the "Registrant")
|
|
|
Date: March 26, 2018
|
By:
|
/s/ Dror Ben-Asher
|
|
|
Dror Ben-Asher
|
|
|
Chief Executive Officer
|
REDHILL BIOPHARMA LTD.
21 Ha'arba'a Street
Tel-Aviv 64739
Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on May 2, 2018
The Annual General
Meeting of Shareholders of RedHill Biopharma Ltd. (the “Company”), will be held at the offices of the Company, 21 Ha'arba'a
Street, 16
th
Floor, Tel-Aviv, Israel on May 2, 2018 at 3:00 p.m. Israel time, or at any adjournments thereof (the “General
Meeting”), for the following purposes:
|
1.
|
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers
International Limited, as the Company’s independent auditors for the year 2018 and for an additional period until the following
annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December
31, 2017;
|
|
2.
|
To approve an increase in the authorized share capital of the Company by 300 million ordinary shares;
|
|
3.
|
To approve the re-election of Mr. Ofer Tsimchi, Dr. Kenneth Reed and Mr. Eric Swenden to the board
of directors of the Company (the "Board of Directors"), each for an additional three-year term until the annual general
meeting to be held in 2021;
|
|
4.
|
To approve an amendment to the Company's Amended and Restated Award Plan (2010);
|
|
5.
|
To approve a grant of 500,000 options to purchase ordinary shares of the Company to Mr. Dror Ben-Asher,
the Company’s Chief Executive Officer and Chairman of the Board of Directors;
|
|
6.
|
To approve the proposed extension of options to purchase ordinary shares of the Company granted
to Mr. Dror Ben-Asher, the Company’s Chief Executive Officer and Chairman of the Board of Directors; and
|
|
7.
|
To approve the proposed extension of options to purchase ordinary shares of the Company granted
to Mr. Ofer Tsimchi, a non-executive director of the Company.
|
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for
the fiscal year ended December 31, 2017.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record
of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), and holders of record of American Depositary
Shares (“ADSs”), evidenced by American Depositary Receipts issued by The Bank of New York Mellon by the close of business
on March 26, 2018 shall be entitled to receive notice of and to vote at the General Meeting.
The Board of Directors
recommends that you vote FOR the proposals, as specified on the enclosed form of proxy.
Whether or not you
plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, for holders of our ADSs,
you are kindly requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience
so that it will be received no later than the date and time indicated on the form of proxy. Execution of a proxy will not in any
way affect a shareholder’s right to attend the General Meeting and vote in person, and any person giving a proxy has the
right to revoke it at any time before the deadline for receipt of proxies by filing with the Company (in the case of holders of
Ordinary Shares) or with BNY Mellon (in the case of holders of ADSs) a written notice of revocation or a duly executed proxy bearing
a later date.
Shareholders
registered in the Company's shareholders’ register in Israel and shareholders who hold Ordinary Shares through members of
the Tel-Aviv Stock Exchange may also vote through the attached form of proxy by completing, dating, signing and mailing the proxy
to the Company's offices so that it is received by the Company no later than Wednesday, May 2, 2018, at 11:00 a.m. Israel time.
Shareholders registered in the Company's shareholders’ register in Israel and shareholders who hold Ordinary Shares through
members of the Tel-Aviv Stock Exchange who vote their Ordinary Shares by proxy must also provide the Company with a copy of their
identity card, passport or certification of incorporation, as the case may be.
Shareholders
who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange and intend to vote their Ordinary Shares either in person
or by proxy must deliver to the Company, no later than May 2, 2018, at 11:00 a.m. Israel time, an ownership certificate confirming
their ownership of the Company’s Ordinary Shares on the Record Date (as defined below). Such certificate must be approved
by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting
at General Meeting) of 2000, as amended. Alternatively, shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock
Exchange may vote electronically via the electronic voting system of the Israel Securities Authority up to six (6) hours before
the time fixed for the General Meeting (
i.e
., 09:00 a.m. Israel time on May 2, 2018). You should receive instructions on
electronic voting from the Tel-Aviv Stock Exchange member through which you hold your Ordinary Shares.
ADS
holders should return their proxies by the date set forth on their form of proxy.
Shareholders wishing
to express their position on an agenda item for this General Meeting may do so by submitting a written statement (“Position
Statement”) to the Company’s offices, c/o Mr. Micha Ben Chorin, at 21 Ha'arba'a Street, Tel-Aviv, 64739 Israel, by
no later than April 22, 2018. Any Position Statement received, that is in accordance with the guidelines set by the Israel Companies
Law, will be furnished to the U.S. Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made
available to the public on the Commission’s website at
http://www.sec.gov
and in addition at
http://www.magna.isa.gov.il
or
http://maya.tase.co.il
.
Postponement
of General Meeting - If within half an hour from the time appointed for the General Meeting a quorum is not present, the General
Meeting shall be adjourned to the next business day following the day of the scheduled General Meeting, at the same time and place,
or at another day, time and place prescribed by the Board of Directors in a notification to the shareholders.
This
notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered
office on 21 Ha'arba'a Street, Tel-Aviv, Tel: +972 3 541 3131, Sunday through Thursday between 10:00-15:00 Israel time, and also
will be made available to the public on the Commission’s website at
http://www.sec.gov
and in addition at
http://www.magna.isa.gov.il
or
http://maya.tase.co.il
.
|
By Order of the Board of Directors,
|
|
|
|
Dror Ben-Asher
|
|
Chairman of the Board of Directors
|
Tel-Aviv, Israel
March 26, 2018
REDHILL BIOPHARMA LTD.
21 Ha'arba'a Street
Tel-Aviv 64739
Israel
PROXY STATEMENT
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2018
This proxy statement
is furnished to the holders of ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), and to holders
of American Depository Shares (“ADSs”), evidenced by American Depositary Receipts issued by The Bank of New York Mellon
(“BNY Mellon”), of RedHill Biopharma Ltd. (the “Company” or “RedHill”) in connection with the
solicitation by the board of directors of the Company (the “Board of Directors” or the “Board”) of proxies
for use at the Annual General Meeting of Shareholders (the “General Meeting”), to be held on Wednesday, May 2, 2018,
at 3:00 p.m. Israel time at the offices of the Company, 21 Ha'arba'a Street, 16
th
Floor, Tel-Aviv, Israel, or at any
adjournments thereof.
It
is proposed at the General Meeting to adopt the following proposals or to consider the following items:
|
1.
|
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers
International Limited, as the Company’s independent auditors for the year 2018 and for an additional period until the following
annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December
31, 2017;
|
|
2.
|
To approve an increase in the authorized share capital of the Company by 300 million Ordinary Shares;
|
|
3.
|
To approve the re-election of Mr. Ofer Tsimchi, Dr. Kenneth Reed and Mr. Eric Swenden to the Board
of Directors, each for an additional three-year term until the annual general meeting to be held in 2021;
|
|
4.
|
To approve an amendment to the Company's Amended and Restated Award Plan (2010);
|
|
5.
|
To approve a grant of 500,000 options to purchase Ordinary Shares of the Company to Mr. Dror Ben-Asher,
the Company’s Chief Executive Officer and Chairman of the Board of Directors;
|
|
6.
|
To approve the proposed extension of options to purchase Ordinary Shares of the Company granted
to Mr. Dror Ben-Asher, the Company’s Chief Executive Officer and Chairman of the Board of Directors; and
|
|
7.
|
To approve the proposed extension of options to purchase Ordinary Shares of the Company to Mr.
Ofer Tsimchi, a non-executive director of the Company.
|
In addition, shareholders
at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for
the fiscal year ended December 31, 2017.
The Company is currently
unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General
Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.
Shareholders may
present proposals for consideration at the General Meeting by submitting their proposals to the Company no later than April 22,
2018.
Shareholders Entitled to Vote
Only shareholders
and ADS holders of record at the close of business on March 26, 2018 (the “Record Date”), shall be entitled to receive
notice of and to vote at the General Meeting. At the close of business on March 26, 2018, the Company had outstanding 213,439,434
Ordinary Shares, each of which is entitled to one vote on each of the matters to be presented at the General Meeting.
Proxies
A form of proxy
for use at the General Meeting is attached to this proxy statement and has been sent to the ADS holders together with a return
envelope for the proxy. By appointing “proxies”, shareholders and ADS holders may vote at the General Meeting, whether
or not they attend. If a properly executed proxy in the enclosed form is received by the Company at least four (4) hours prior
to the General Meeting or by such earlier time indicated on the form of proxy, all of the Ordinary Shares represented by the proxy
shall be voted as indicated on the form. ADS holders should return their proxies to BNY Mellon by the date set forth on the form
of proxy. Subject to applicable law and the rules of the NASDAQ Stock Market, in the absence of instructions, the Ordinary Shares
represented by properly executed and received proxies will be voted FOR all of the proposed resolutions to be presented at the
General Meeting for which the Board of Directors recommends a “FOR”. Shareholders and ADS holders may revoke their
proxies at any time before the deadline for receipt of proxies by filing with the Company (in the case of holders of Ordinary Shares)
or with BNY Mellon (in the case of holders of ADSs) a written notice of revocation or a duly executed proxy bearing a later date.
Shareholders
registered in the Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv
Stock Exchange may also vote through the attached form of proxy by completing, dating, signing and mailing the proxy to the Company's
offices so that it is received by the Company no later than Wednesday, May 2, 2018, at 11:00 a.m. Israel time. Shareholders registered
in the Company's shareholders’ register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv
Stock Exchange who vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport
or certification of incorporation, as the case may be. Shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock
Exchange and intend to vote their Ordinary Shares either in person or by proxy must deliver to the Company, no later than Wednesday,
May 2, 2018, at 11:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company’s Ordinary Shares
on the Record Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies
Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended. Alternatively, shareholders who hold
Ordinary Shares through members of the Tel-Aviv Stock Exchange may vote electronically via the electronic voting system of the
Israel Securities Authority up to six (6) hours before the time fixed for the General Meeting (i.e., 09:00 a.m. Israel time on
May 2, 2018). You should receive instructions on electronic voting from the Tel-Aviv Stock Exchange member through which you hold
your Ordinary Shares.
ADS
holders should return their proxies by the date set forth on their form of proxy.
Expenses and Solicitation
The Board of Directors
is soliciting proxies for use at the General Meeting. The Company expects to mail this proxy statement and the accompanying form
of proxy to ADS holders on or about March 28, 2018. In addition to solicitation of proxies to ADS holders by mail, certain officers,
directors, employees and agents of the Company, may solicit proxies by telephone, mail or another personal contact. The Company
shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable
expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares or ADSs.
This proxy statement
and form of proxy shall also serve as a voting deed (ktav hatzba’a), as such term is defined under the Israel Companies Law
1999 (the “Companies Law”).
Quorum and Voting
Two or more shareholders
holding Ordinary Shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of the Company, present
in person or by proxy at the General Meeting and entitled to vote thereat, shall constitute a quorum. If within half an hour from
the time appointed for the General Meeting a quorum is not present, the General Meeting shall be adjourned to the next business
day following the day of the scheduled meeting, at the same time and place, or at such other day, time and place as shall be prescribed
by the Board of Directors in a notification to the shareholders. At such reconvened meeting, any one shareholder present in person
or by proxy shall constitute a quorum regardless of the number of Ordinary Shares represented.
The
approval of Proposals 1, 2, 3, 4 and 7
each requires the affirmative vote of at least a majority of the voting power represented
at the General Meeting, in person or by proxy, and voting on the matter presented.
The approval of Proposals
5 and 6 each requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person
or by proxy, and voting on the matter presented, provided that one of the following two alternatives must apply: (i) such majority
vote at the General Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders
of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating
in the voting at the General Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of
votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two
percent (2%) of the total voting rights in the Company.
For this purpose, “personal
interest” is defined under the Companies Law as: (1) a shareholder’s personal interest in the approval of an act or
a transaction of the Company, including (i) a personal interest of any of his or her relatives (which includes for these purposes
foregoing shareholder’s spouse, siblings, parents, grandparents, descendants and spouse’s descendants, siblings, parents,
and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned
relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights
or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a
power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact
shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to
whether the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of
holding shares in the Company.
Please note that
you are required to indicate on the proxy with respect to Proposals 5 and 6 whether or not you are a controlling shareholder of
the Company, or acting on its behalf, and whether you have a personal interest in the approval of the proposals as provided above.
If you fail to so indicate on the proxy, your vote may not be counted with respect to the proposal(s) for which you failed to provide
notification.
Shareholders wishing
to express their position on an agenda item for this General Meeting may do so by submitting a written statement (“Position
Statement”) to the Company’s offices, c/o Mr. Micha Ben Chorin, at 21 Ha'arba'a Street, Tel-Aviv, 64739 Israel. Any
Position Statement received, that is in accordance with the guidelines set by the Israel Companies Law, will be furnished to the
U.S. Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on
the Commission’s website at
http://www.sec.gov
and in addition at
http://www.magna.isa.gov.il
or
http://maya.tase.co.il
.
Position Statements
must be submitted to the Company by no later than April 22, 2018.
The rate of participation
of each director in the Board of Directors meetings held during 2017 was as follows: (i) Dror Ben-Asher - 100%, (ii) Dan Suesskind
- 89%, (iii) Shmuel Cabilly - 94%, (iv) Ofer Tsimchi - 94%, (v) Nurit Benjamini - 100%, (vi) Eric Swenden - 80%, (vii) Kenneth
Reed - 100%, (viii) Rick Scruggs - 83% and (ix) Nicolas Weinstein - 71%. The rate of participation of each director in the Board
of Directors meetings held during 2016 was as follows: (i) Dan Suesskind - 94%, (ii) Shmuel Cabilly - 93%, (iii) Ofer Tsimchi -
94%, (iv) Nurit Benjamini - 81%, (v) Eric Swenden - 91%, (vi) Kenneth Reed - 88% (vii) Dror Ben-Asher - 100%, and (viii) Rick Scruggs
- 86%. Percentages reflect (i) meetings held at which time each such individual was serving as a director of the Company and (ii)
meetings in which such director was permitted by applicable law to participate.
The rate of participation
of each member of the audit committee in the audit committee meetings during 2017 was as follows: (i) Dan Suesskind - 86%, (ii)
Ofer Tsimchi - 100% and (iii) Nurit Benjamini -100% and during 2016 was 100% for each of Dan Suesskind, Ofer Tsimchi and Nurit
Benjamini.
The rate of participation
of the members of the Company’s compensation committee in the compensation committee meetings during 2017 was 100% for each
of Shmuel Cabilly, Ofer Tsimchi and Nurit Benjamini, and for 2016 was as follows: (i) Shmuel Cabilly - 67%, (ii) Ofer Tsimchi -
100% and (iii) Nurit Benjamini - 100%.
Reporting Requirements
The Company is subject
to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. The Company’s
filings with the Commission may be inspected without charge at the Commission’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Information on the operation of the public reference room can be obtained by calling the Commission at
1-800-SEC-0330. The Company’s filings are also available to the public on the Commission’s website at
http://www.sec.gov
.
As a foreign private
issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements.
The circulation of this notice and proxy statement should not be taken as an admission that the Company is subject to the proxy
rules under the Exchange Act.
THE
BOARD OF DIRECTORS RECOMMENDS THAT
YOU
VOTE
FOR
EACH OF THE PROPOSALS.
Except as specifically provided herein,
the lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions
for which the required majority was obtained.
PROPOSAL NO. 1
APPOINTMENT OF AUDITORS
Under the Companies
Law and the Company’s Amended and Restated Articles of Association (the “Articles”), the shareholders of the
Company are authorized to appoint the Company’s independent auditors. Under the Articles, the Board of Directors, following
receipt of the recommendation of the Company's audit committee, is authorized to determine the independent auditors’ remuneration.
In addition, the Listing Rules of The NASDAQ Stock Market require that the Company’s audit committee approve the re-appointment
and remuneration of the independent auditors.
At the General
Meeting, shareholders will be asked to approve the re-appointment of Kesselman & Kesselman, certified public accountants in
Israel and a member of PricewaterhouseCoopers International Limited, as the Company's auditors for the year ending December 31,
2018 and for an additional period until the next annual general meeting. Kesselman & Kesselman has no relationship with the
Company or with any affiliate of the Company except to provide audit services and tax consulting services.
Information on
fees paid to the Company's independent auditors may be found in the Company's Annual Report on Form 20-F filed with the Securities
and Exchange Commission.
It is proposed
that at the General Meeting the following resolution be adopted:
“
RESOLVED,
that Kesselman & Kesselman be, and hereby is, appointed as the independent auditors of the Company for the year 2018 and for
an additional period until the next annual general meeting.
”
The
affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting
thereon, is required to adopt this resolution.
The
Company's audit committee and the Board of Directors recommend a vote FOR approval of this resolution.
PROPOSAL NO. 2
INCREASE OF AUTHORIZED
SHARE CAPITAL
The Company's authorized
share capital is currently NIS 3 million, consisting of 300 million Ordinary Shares, NIS 0.01 par value per share. The Company
had approximately 26,563,237 Ordinary Shares (the equivalent of 2,656,323 ADSs) available for future issuance after taking into
account the shares available for issuance under existing options and warrants (consisting only 8.9% of its current authorized share
capital).
The Board of Directors
recommends that at the General Meeting, the shareholders approve an amendment to the Company's Articles of Association increasing
the authorized share capital of the Company by an additional NIS 3 million such that the authorized share capital shall be NIS
6 million, consisting of 600 million Ordinary Shares, NIS 0.01 par value per share (the equivalent of 60 million ADSs). The Board
of Directors believes that the proposed increase in the Company's share capital is necessary to ensure that the Company will have
sufficient authorized share capital available to pursue opportunities in the future without undue delay and expenses. These opportunities
could include, without limitation, subject to receipt of all requisite approvals under Israeli law, the issuance of additional
shares and/or warrants to raise additional capital for the Company's business, to execute potential acquisitions, or to make future
grants under the Company's Amended and Restated Award Plan (2010), as amended.
"RESOLVED,
to approve an amendment to the Company's Articles of Association increasing the authorized share capital of the Company from NIS
3 million, consisting of 300 million Ordinary Shares, NIS 0.01 par value per share, to NIS 6 million, consisting of 600 million
Ordinary Shares."
The affirmative vote
of the holders of Ordinary Shares representing a majority of the votes cast is required to approve the above resolution.
The Board of Directors
recommends that you vote "FOR" the approval of the increase of authorized share capital.
PROPOSAL NO. 3
RE-ELECTION OF MR.
OFER TSIMCHI, DR. KENNETH REED AND MR. ERIC SWENDEN AS INDEPENDENT DIRECTORS
According to the Articles,
the Company's non-external directors are divided into three groups with as equal number of directors as possible. The term of one
group of directors expires at each annual general meeting, at which time the directors of such group are re-nominated to serve
an additional three-year term that expires at the annual general meeting held in the third year following such election. At the
General Meeting, the terms of three of the Company’s independent directors, Mr. Ofer Tsimchi, Dr. Kenneth Reed and Mr. Eric
Swenden expire, and the Board of Directors has nominated each of Mr. Ofer Tsimchi, Dr. Kenneth Reed and Mr. Eric Swenden to be
re-elected as a director for an additional three-year term.
Proxies (other than
those directing the proxy holders not to vote for the listed nominees) will be voted for the re-election of each of the nominees
to hold office until the 2021 annual general meeting, or such earlier time as each may resign or be removed from the Board of Directors
pursuant to the terms of the Articles. The Company is not aware of any reason why any of the nominees, if elected, should not be
able to serve as a director.
Each of Mr. Ofer Tsimchi,
Dr. Kenneth Reed and Mr. Eric Swenden has attested to the Board of Directors and to the Company that he meets all the requirements
in connection with the election of directors under the Companies Law, per the statement substantially in the form attached hereto
as
Appendix A
.
The
nominees to serve on the Board of Directors are below and the following information with respect to the nominees is supplied based
upon the information furnished to the Company by the nominees:
|
Name
|
Age
|
Position
|
|
Ofer Tsimchi
|
58
|
Director
|
|
Dr. Kenneth Reed
|
64
|
Director
|
|
Eric Swenden
|
74
|
Director
|
Ofer Tsimchi
has served as a director on the Board of Directors since May 4, 2011 and a member of the Company’s audit committee and as
the Chairman of the Company’s compensation committee since May 5, 2011. From 2008 to 2012, Mr. Tsimchi served as the Chairman
of the board of directors of Polysack Plastic Industries Ltd. and Polysack-Agriculture Products, and since 2006, he has served
as a Partner in the Danbar Group Ltd., a holding company. Mr. Tsimchi currently serves as the Chairman of the board of directors
of Clal Concrete Products Ltd., and on the board of directors of Caesarstone Ltd., Amutat Zionut 2000, Danbar Group Ltd, and Maabarot
Products Ltd. Mr. Tsimchi received his BA in Economics and Agriculture from the Hebrew University of Jerusalem, Israel. The Board
of Directors has determined that Mr. Tsimchi is a financial and accounting expert under Israeli law.
Dr. Kenneth Reed
has served as a member of the Board of Directors since December 15, 2009. Dr. Reed is a dermatologist practicing in a private practice
under the name of Kenneth Reed M.D. PC. Dr. Reed currently serves on the board of directors of Minerva Biotechnologies Corporation.
Dr. Reed received his B.A from Brown University in the U.S. and an M.D from the University of Medicine and Dentistry of New Jersey
in the U.S. Dr. Reed is a board-certified dermatologist with over 25 years of clinical experience since completing the Harvard
Medical School Residency Program in Dermatology. Dr. Reed is also a co-founder of Early Cell, a prenatal diagnostics company, and
Prescient Pharma.
Eric Swenden
has served as a member of the Board of Directors since May 3, 2010 and has served on the Company’s investment committee since
May 5, 2011. From 1966 until 2001 Mr. Swenden served in various positions, including Chief Executive Officer (since 1985) and Executive
Chairman (since 1990) of Vandemoortele Food Group, a privately held Belgium-based European food group with revenue of approximately
EUR 2 billion, and he currently serves on the board of directors of TBC S.A. and Maya Gold & Silver Ltd. Mr. Swenden holds
an M.A. in Commercial Science from the University of Antwerp, Belgium. The Board of Directors has determined that Mr. Swenden is
a financial and accounting expert under Israeli law.
It is proposed that
at the General Meeting the following resolution be adopted:
“RESOLVED, that Mr. Ofer Tsimchi, Dr. Kenneth Reed and Mr. Eric Swenden be, and each of them hereby is, elected to hold office as a director of the Company for an additional three-year term until the annual general meeting to be held in 2021.”
The affirmative vote
of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required
to adopt this resolution.
The Board of Directors
recommends a vote FOR the nominees to the Board of Directors.
PROPOSAL NO. 4
AMENDMENT TO THE
COMPANY'S AMENDED AND RESTATED AWARD PLAN (2010)
On May 11, 2017,
the Company’s shareholders approved the adoption of the Company's Amended and Restated Award Plan (2010) (the "Plan").
The Company's compensation committee, followed by the Board of Directors, approved an amendment to the Plan, to increase the maximum
number of Ordinary Shares of the Company that may be issued under the Plan by 10,000,000 (ten million) Ordinary Shares (equivalent
to 1,000,000 ADSs) to 43,646,039 Ordinary Shares in the aggregate, which includes Ordinary Shares already issued under the Plan
following exercise of options. The total number of Ordinary Shares reserved for future issuance under the Plan (including Ordinary
Shares underlying outstanding options) would increase to 38,602,749 Ordinary Shares, which would represent 14.6% of the Company's
issued and outstanding share capital on a fully-diluted basis). The compensation committee and Board of Directors have determined
that an increase of 10,000,000 Ordinary Shares (equivalent 1,000,000 ADSs), representing approximately 3.8% of the Company's issued
and outstanding share capital on a fully-diluted basis, is necessary to create a pool of options available to the Company in order
to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the
Company and to the subsidiary of the Company.
It is proposed that
at the General Meeting, the following resolution be adopted:
"RESOLVED,
to approve the increase in the maximum number of Ordinary Shares of the Company that may be issued under the Amended and Restated
Award Plan (2010) by 10,000,000 Ordinary Shares (equivalent to 1,000,000 ADSs)."
The affirmative vote
of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required
to adopt this resolution.
The Board of Directors and the compensation
committee recommend that you vote FOR the approval of the amendment of the Plan.
PROPOSAL NO. 5
GRANT OF OPTIONS
TO PURCHASE SHARES OF THE COMPANY TO MR. DROR BEN-ASHER, THE COMPANY’S CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
OF DIRECTORS
The Companies Law requires
that the terms of service and employment of a company’s chief executive officer be approved by the company’s compensation
committee, the board of directors and the shareholders of the company, except in the limited circumstances set forth in the Companies
Law. In addition, the Companies Law provides that transactions between a company and its directors regarding their terms of
office as director, and with respect to their terms of employment in other positions in the company, are subject to the approval
of such company's audit committee or compensation committee, as applicable, board of directors and shareholders.
It is proposed to grant
options to purchase Ordinary Shares of the Company to Mr. Dror Ben-Asher, the Company's Chief Executive Officer and Chairman of
the Board of Directors.
Mr. Dror
Ben-Asher has served as the Company's Chief Executive Officer and the Chairman of the Board of Directors since its incorporation.
In light of Mr. Ben-Asher's contribution to the Company, and in accordance with the Company's compensation policy, the Board of
Directors and compensation committee have determined that the proposed grant of options described below is appropriate, reasonable
and reflect the significant contribution of Mr. Ben-Asher to the Company.
When discussing the
proposed grant of options to Mr. Ben-Asher, the compensation committee and the Board of Directors took into consideration,
inter
alia
: (a) Mr. Ben-Asher is one of the two entrepreneurs who founded the Company in August 2009 and has been leading the Company
from the date of the Company's establishment until today; (b) the Company's strategic milestones achieved during the last year
thanks to Mr. Ben-Asher's leadership and contribution; (c) the growing scale of the Company's operations and Mr. Ben-Asher's responsibilities
related to R&D, commercial, operations, compliance, IR and HR, among others; and (d) the grant of options complies with the
Company's compensation policy.
The proposal to grant
to Mr. Ben-Asher options to purchase 500,000 Ordinary Shares of the Company is similar in amount to the grant of options to Mr.
Ben-Asher in 2017. Each option granted represents an option to purchase one Ordinary Share of the Company at an exercise price
of $0.65 per Ordinary Share (or $6.50 per ADS), which represents the average closing price of the Company's Ordinary Shares on
the Tel-Aviv Stock Exchange in the last 30 trading days prior to the date of the Board of Directors meeting at which the grant
was approved (March 21, 2018), plus 10% (but in no event less than the closing market price of the Company's Ordinary Shares on
the date of such Board of Directors meeting). The options would vest quarterly over four (4) years in equal parts. The last date
for exercise of the options will be ten (10) years following the grant date. First vesting is scheduled on June 30, 2018 and the
options will become fully vested, in accordance with the terms of the grant, on March 31,2022. The equity grants and related terms
would be in accordance with the Company's Amended and Restated Award Plan (2010), as amended. The proposed equity grant to Mr.
Ben-Asher would represent 0.2% of the total outstanding equity of the Company, on a fully-diluted basis.
It is proposed that
at the General Meeting, the following resolution be adopted:
“RESOLVED,
to approve the grant of 500,000 options to Mr. Dror Ben-Asher, the Company's Chief Executive Officer and Chairman of the Board
of Directors, exercisable into Ordinary Shares of the Company.”
The approval of this
proposal requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person
or by proxy, and voting on the matter presented, provided that one of the following two alternatives must apply: (i) such majority
vote at the General Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders
of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating
in the voting at the General Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of
votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two
percent (2%) of the total voting rights in the Company.
The Board of Directors and the compensation
committee recommend that you vote FOR the approval of grant options to Mr. Dror Ben-Asher.
PROPOSAL NO. 6
APPROVAL OF THE PROPOSED EXTENSION OF
OPTIONS TO PURCHASE ORDINARY SHARES OF THE COMPANY GRANTED TO MR. DROR BEN-ASHER, THE COMPANY’S CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
The Companies Law requires
that the terms of service and employment of a company’s chief executive officer be approved by the company’s compensation
committee, the board of directors and the shareholders of the company, except in the limited circumstances set forth in the Companies
Law. In addition, the Companies Law provides that transactions between a company and its directors regarding their terms of
office as director, and with respect to their terms of employment in other positions in the company, are subject to the approval
of such company's audit committee or compensation committee, as applicable, board of directors and shareholders.
Mr.
Dror Ben-Asher has served as the Company's Chief Executive Officer and Chairman of the Board of Directors since its incorporation.
On February 3, 2011,
the Company granted an aggregate of options to purchase 6,210,000 Ordinary Shares (the equivalent of 621,000 ADSs) to officers,
directors, advisory board members, employees and consultants of the Company, including 1,540,000 options which were to Mr. Ben-Asher,
at an exercise price of $0.50 per ordinary share (the equivalent of $5.00 per ADS). Such options had an expiration date of February
3, 2018. In order to incentivize the optionees, including Mr. Ben-Asher, and to reward them for their dedication and commitment
to the Company, the Company's compensation committee and the Board of Directors earlier this year approved the extension of the
options’ exercise period until February 3, 2021. The extended options would have a one-year cliff and an exercise price of
$0.75 (the equivalent of $7.50 per ADS), representing a 50% increase over the original exercise price per ordinary share.
In addition to approving
the extension of options for the other optionees, the Company's compensation committee and the Board of Directors also approved
the extension (or otherwise the allocation of new options to replace the originally granted options) of options to purchase 1,540,000
Ordinary Shares (the equivalent of 154,000 ADSs) that were granted to Mr. Ben-Asher at the same time as the options granted to
the other optionees as described above and also had an expiration date of February 3, 2018. The extended options of Mr. Ben-Asher
would have the same terms as the extended options for the other optionees whose option extension was approved by the compensation
committee and the Board of Directors, and would have a one-year cliff and an exercise price of $0.75 (equivalent of $7.50 per ADS),
representing a 50% increase over the original exercise price per Ordinary Share. The extension of the options of Mr. Ben-Asher
are subject to shareholder approval at this General Meeting.
It is proposed that
at the General Meeting, the following resolution be adopted:
"RESOLVED,
to approve the extension of the exercise period of Mr. Dror Ben-Asher's options to purchase 1,540,000 Ordinary Shares (equivalent
to 154,000 ADSs) until February 3, 2021 (or allocate new options with such expiration date) with an exercise date of February 3,
2019 and an exercise price of $0.75 per Ordinary Share (equivalent of $7.50 per ADS), representing a 50% increase over the original
exercise price per Ordinary Share."
The approval of this
proposal requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person
or by proxy, and voting on the matter presented, provided that one of the following two alternatives must apply: (i) such majority
vote at the General Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders
of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating
in the voting at the General Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of
votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two
percent (2%) of the total voting rights in the Company.
The
compensation committee and the Board of Directors recommend a vote FOR the approval of the proposed extension of the options to
purchase 1,540,000 Ordinary Shares granted to Mr. Dror Ben-Asher upon the terms described above.
PROPOSAL NO. 7
APPROVAL OF THE
PROPOSED EXTENSION OF OPTIONS TO PURCHASE SHARES OF THE COMPANY TO MR. OFER TSIMCHI, A NON-EXECUTIVE DIRECTOR OF THE COMPANY
On May 3, 2011, the
Company granted options to purchase 150,000 Ordinary Shares (the equivalent of 15,000 ADSs) to Mr. Ofer Tsimchi, a non-executive
director of the Company, at an exercise price of $1.05 per ordinary share (equivalent to $10.50 per ADS), with an expiration date
of May 3, 2018. In order to incentivize Mr. Tsimchi, and to reward him for his dedication and commitment to the Company, the Company's
compensation committee and the Board of Directors approved during March 2018 the extension of these options until May 3, 2021.
The extended options would have a one-year cliff and an exercise price of $1.58 (equivalent to $15.8 per ADS), representing a 50%
increase over the original exercise price, per ordinary share. The extension of the options of Mr. Tsimchi is subject to shareholder
approval at this General Meeting.
The proposed extension
of the options would be on the same terms of extension as the extension of the options held by other optionees (officers, directors,
advisory board members, employees and consultants), whose options were originally to expire on February 3, 2018, as described in
Proposal 6 above, in that the extension of Mr. Tsimchi's options would be for additional three years, there would be a one-year
cliff and the exercise price would be increased by 50% from the original exercise price.
The background and
qualifications of Mr. Ofer Tsimchi are described in Proposal 3 of this Proxy Statement.
It is proposed that
at the General Meeting, the following resolution be adopted:
"RESOLVED,
to approve the extension of the exercise period of Mr. Ofer Tsimchi's options to purchase 150,000 Ordinary Shares (15,000 ADSs)
until May 3, 2021 with an exercise date of May 3, 2019 and an exercise price of $1.58 (equivalent of $15.80 per ADS) per ordinary
share, representing a 50% increase over the original exercise price per ordinary share."
The affirmative vote
of at least a majority of the voting power represented at the General Meeting, in person or by proxy and voting thereon, is required
to adopt this resolution.
The Board and
the compensation committee recommend that you vote FOR the approval of the proposed extension of the options to purchase 150,000
Ordinary Shares granted to Mr. Ofer Tsimchi upon the terms described above.
Other than as set
forth above, as of the mailing of this Proxy Statement, management knows of no business to be transacted at the General Meeting,
but, if any other matters are properly presented at the General Meeting, the persons named in the enclosed form of proxy will vote
upon such matters in accordance with their best judgment.
By Order of the Board of Directors
Dror Ben-Asher
Chairman of the Board of Directors
Dated: March 26, 2018
Appendix A - Form of Statement of a Candidate to Serve as a Director
The undersigned, ____________________,
hereby declares to RedHill Biopharma Ltd. (the “Company”), effective as of ____________________________, as follows:
I am making this statement
as required under Section 224B of the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”). Such
provision requires that I make the statements set forth below prior to, and as a condition to, the submission of my election as
a director of the Company to the approval of the Company's shareholders.
I possess the necessary
qualifications and skills and have the ability to dedicate the appropriate time for the purpose of performing my service as a director
in the Company, taking into account, among other things, the Company's special needs and its size.
My qualifications were
presented to the Company. In addition, attached hereto is a biographical summary as contained in the Company's most recent Form
20-F, which includes a description of my academic degrees, as well as previous experience relevant for the evaluation of my suitability
to serve as a director.
I am not restricted
from serving as a director of the Company under any items set forth in Sections 226
1
, 226A
2
or 227
3
of the Israeli Companies Law, which include, among other things, restrictions relating to the appointment of a minor, a person
who is legally incompetent, a person who was declared bankrupt, a person who has prior convictions or anyone whom the administrative
enforcement committee of the Israel Securities Law 5728-1968 (the “Israel Securities Law”) prohibits from serving as
a director.
I am aware that this
statement shall be presented at the Annual General Meeting of Shareholders of the Company in which my election shall be considered,
and that pursuant to Section 241 of the Israeli Companies Law it shall be kept in the Company’s registered office and shall
be available for review by any person.
Should a concern arise
of which I will be aware and/or that will be brought to my attention, pursuant to which I will no longer fulfill one or more of
the requirements and/or the declarations set forth above, I shall notify the Company immediately, in accordance with Section 227A
of the Israeli Companies Law.
IN WITNESS WHEREOF, the
undersigned has signed this statement as of the date set forth above.
Name: _________________
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Signature: __________________
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Date: __________________
1
As of the date hereof, Section
226 of the Israeli Companies Law generally provides that a candidate shall not be appointed as a director of a public company (i)
if the person was convicted of an offense
not
listed below but the court determined that due to its nature, severity or
circumstances, he/she is not fit to serve as a director of a public company for a period that the court determined which shall
not exceed five years from judgment or (ii) if he/she has been convicted of one or more offences specified below, unless five years
have elapsed from the date the convicting judgment was granted or if the court has ruled, at the time of the conviction or thereafter,
that he/she is not prevented from serving as a director of a public company:
(1) offenses
under Sections 290-297 (bribery), 392 (theft by an officer), 415 (obtaining a benefit by fraud), 418-420 (forgery), 422-428 (fraudulent
solicitation, false registration in the records of a legal entity, manager and employee offences in respect of a legal entity,
concealment of information and misleading publication by a senior officer of a legal entity, fraud and breach of trust in a legal
entity, fraudulent concealment, blackmail using force, blackmail using threats) of the Israel Penal Law 5737-1997; and offences
under sections 52C, 52D (use of inside information), 53(a) (offering shares to the public other than by way of a prospectus, publication
of a misleading detail in the prospectus or in the legal opinion attached thereto, failure to comply with the duty to submit immediate
and period reports) and 54 (fraud in securities) of the Israel Securities Law;
(2) conviction
by a court outside of the State of Israel of an offense of bribery, fraud, offenses of directors/managers in a corporate body or
exploiting inside information.
2
As of the date hereof, Section
226A of the Israeli Companies Law provides that if the administrative enforcement committee of the Israel Securities Authority
has imposed on a person enforcement measures that prohibited him/her from holding office as director of a public company, that
person shall not be appointed as a director of a public company in which he/she is prohibited to serve as a director according
to this measure.
3
As of the date hereof, Section
227 of the Israeli Companies Law provides that a candidate shall not be appointed as a director of a company if he/she is a minor,
legally incompetent, was declared bankrupt and not discharged, and with respect to a corporate body – in case of its voluntary
dissolution or if a court order for its dissolution was granted.
Notice
to Owners of American Depositary Receipts (ADRs)
RedHill
Biopharma Ltd.
CUSIP
# 757468103 ISIN#: US7574681034
Owners
of record on
March 26, 2018
of American Depositary Receipts, each representing ten Ordinary
Shares of nominal value of RedHill Biopharma Ltd. (the “Company”), issued under the Deposit Agreement, dated as of
December 26, 2012, between The Bank of New York Mellon, as Depositary (the “Depositary”), the Company and Owners, are
hereby notified that The Bank of New York Mellon, as Depositary, has received notice from the Company of an upcoming
Annual
General Meeting
of the Company to be held on May 2, 2018 in Israel.
Pursuant to Condition 4.07 of the aforementioned
Deposit Agreement, Owners of American Depositary Receipts are entitled, subject to any applicable provision of Israeli law, specific
notification by the Company and/or the Articles of Association of the Company, to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American
Depositary Receipts upon the written request of an Owner on such record date, received
on or before 12:00 pm EDT on April 30,
2018
, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited
Securities represented by such American Depositary Receipts in accordance with the instructions set forth in such request.
If no voting instructions are received
by the Depositary from a Holder with respect to any or all of the Deposited Shares represented by such Holder’s American
Depositary Receipts
on or before 12:00 pm EDT on April 30, 2018
, such Holder shall be deemed to have instructed the Depositary
to give a discretionary proxy to a person designated by the Company with respect to such Deposited Shares, and the Depositary shall
give a discretionary proxy to a person designated by the Company to vote such Deposited Shares to the extent permitted by applicable
law.
The Bank of New York
Mellon,
as Depositary
Dated: March 26, 2018
ANNUAL
GENERAL MEETING OF
REDHILL
BIOPHARMA LTD.
TO:
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The Bank of New York Mellon, ADR Proxy Group
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Fax Number:
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(732) 667-9098
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Telephone Number:
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(212) 815-5021 (Mira Daskal)
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RE:
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RedHill Biopharma Ltd.
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Annual General Meeting to be held on May 2, 2018
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FROM:
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Company/Individual
Name
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DTC PARTICIPANT NUMBER:
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Mandatory
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SIGNATURE:
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Authorized Signatory
Name, Signature/Medallion
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CONTACT INFO:
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Telephone/Fax Number,
E-mail Address
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TOTAL NUMBER ADRs (CUSIP # 757468103)
HELD
AS OF
MARCH 26, 2018
:
DATE: ________________________, 2018
RedHill
Biopharma Ltd.
Annual
General Meeting
May
2, 2018
The above-noted holder of American
Depositary Receipts (ADRs) of RedHill Biopharma Ltd. (the “Company”) hereby requests and instructs The Bank of New
York Mellon, as Depositary, to endeavor insofar as practicable, to vote or cause to be voted the number of Deposited Securities
underlying the American Depositary Receipts held as of close of business on March 26, 2018 at the Annual General Meeting of the
Company to be held in Israel on May 2, 2018 at 3:00 p.m. Israel time in respect of the following resolutions:
THIS FORM MUST BE RECEIVED COMPLETED
BY
APRIL 30, 2018 AT 12:00 PM EDT TO
BE VALID
ANNUAL
GENERAL MEETING OF
REDHILL
BIOPHARMA LTD.
1
. To approve that Kesselman &
Kesselman be, and hereby is, appointed as the independent auditors of the Company for the year 2018 and for an additional period
until the next Annual General Meeting
.
□
FOR □ AGAINST □
ABSTAIN
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2
. To approve an amendment to the
Company's Articles of Association increasing the authorized share capital of the Company from NIS 3 million, consisting of 300
million Ordinary Shares, NIS 0.01 par value per share, to NIS 6 million, consisting of 600 million Ordinary Shares.
□
FOR □ AGAINST □
ABSTAIN
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3.
To approve that Mr. Ofer Tsimchi
be, and hereby is, elected to hold office as a director of the Company for an additional three-year term until the annual general
meeting to be held in 2021.
□
FOR □ AGAINST □
ABSTAIN
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4.
To approve that Dr. Kenneth Reed
be, and hereby is, elected to hold office as a director of the Company for an additional three-year term until the annual general
meeting to be held in 2021.
□
FOR □ AGAINST □
ABSTAIN
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5.
To approve that Mr. Eric Swenden
be, and hereby is, elected to hold office as a director of the Company for an additional three-year term until the annual general
meeting to be held in 2021.
□
FOR □ AGAINST □
ABSTAIN
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6.
To approve
the increase in the maximum number of Ordinary Shares of the Company that may be issued under the Amended and Restated Award Plan
(2010) by 10,000,000 Ordinary Shares (equivalent to 1,000,000 ADSs).
□
FOR □ AGAINST □
ABSTAIN
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7.
To approve
the grant of 500,000 options to Mr. Dror Ben-Asher, the Company's Chief Executive Officer and Chairman of the Board of Directors,
exercisable into Ordinary Shares of the Company.
□
FOR □ AGAINST □
ABSTAIN
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7a.
Are you a controlling shareholder or do
you have a personal interest in approval of proposal 7 above?
(Response required for vote to be counted.)
□
NO
□
YES
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8
.
To approve the proposed extension of options to purchase Ordinary Shares of the Company granted to
Mr. Dror Ben-Asher, CEO and Chairman of the Board of Directors of the Company, as described in the Proxy Statement.
□
FOR □ AGAINST □
ABSTAIN
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8a.
Are you a controlling shareholder or do you have a personal interest in approval of proposal 8 above?
(Response
required for vote to be counted.)
□
NO
□
YES
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9
.
To approve the proposed extension of options to purchase Ordinary Shares of the Company granted to
Mr. Ofer Tsimchi, director of the Company, as described in the Proxy Statement.
□
FOR □ AGAINST □ ABSTAIN
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End of resolutions