MAZOR ROBOTICS LTD.
(Registrant)
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By: /s/ Sharon Levita
Name: Sharon Levita Title: Chief Financial Officer & Vice President Business Operations |
1. |
Discussion regarding the Company’s Consolidated Statement of Financial Position as of December 31, 2017, and the Consolidated Income Statement for the year then ended;
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2. |
To consider and act upon a proposal to approve the re-appointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the independent public accountants of the Company for the year ending December 31, 2018, and until the next Annual General Meeting of the shareholders of the Company, and to receive information regarding their remuneration;
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3. |
To consider and act upon a proposal to re-appoint Mr. Jonathan Adereth ("Adereth") to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed. A Declaration of Adereth’s qualification is attached hereto as Annex A.
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4. |
To consider and act upon a proposal to re-appoint Mr. Ori Hadomi ("Hadomi"), to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed. A Declaration of Hadomi’s qualification is attached hereto as Annex B.
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5. |
To consider and act upon a proposal to re-appoint Mr. Michael Berman ("Berman"), to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed. A Declaration of Berman’s qualification is attached hereto as Annex C.
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6. |
To consider and act upon a proposal to re-appoint Mrs. Sarit Soccary Ben-Yochanan ("Ben-Yochanan"), to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until her successor has been duly appointed. A Declaration of Ben-Yochanan’s qualification is attached hereto as Annex D.
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7. |
To consider and act upon a proposal to re-appoint Mr. Gil Bianco ("Bianco") as an external director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed. A Declaration of Bianco’s qualification as an external director is attached hereto as Annex E.
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8. |
To consider and act upon a proposal to approve a grant of (i) options to purchase up to 30,000 of the Company’s ordinary shares (“Options”) and (ii) 3,000 restricted share units (“RSUs”) to Hadomi, in his capacity as the Company’s Chief Executive Officer (“CEO”).
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(i) |
The Israeli Companies Regulations (Deeds of Vote and Position Notices), 5766-2005, states that shareholders who will not attend the Meeting in person may vote by completing the second part (part 'B') of the form of the Deed of Vote (ktav hatzba'a) and to return it promptly (and in any event at least four (4) hours prior to the appointed time of the Meeting) to the Company at its registered address.
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(ii) |
You can also vote via the electronic voting system of the Israel Securities Authority, after receiving a personal identifying number, an access code and additional information regarding the Meeting from the member of the TASE and after carrying out a secured identification process, up to six (6) hours prior to the appointed time of the Meeting.
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(iii) |
The Company's Articles of Association also allows you to appoint a proxy to vote in your stead (whether personally or by means of a Deed of Vote) at the Meeting, as long as the proxy is delivered to the Company at its registered address at least forty-eight (48) hours prior to the appointed time of the Meeting.
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Nominee
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Age
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Principal Occupation
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Mr. Jonathan Adereth
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71
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Mr. Adereth has been serving as the chairman of the Company’s Board of Directors since December 2007. Since May 2009, Mr. Adereth has been serving as the chairman of Medic Vision Imaging Solutions Ltd., an Israeli company specialized in image processing in Computed Tomography and Magnetic Resonance imaging. Since October 2004, Mr. Adereth has been serving as a board member of UltraSPECT Ltd., an Israeli company specialized in the field of resolution recovery and dose reduction in Nuclear Medicine. From 1994 to 1998, Mr. Adereth served as President and Chief Executive Officer and board member of Elscint Ltd. (NYSE: ELT), a global developer and manufacturer of Medical Imaging systems, after serving in various managerial positions for a total of 23 years. Mr. Adereth holds a B.Sc. degree in Physics from the Technion - Israel Institute of Technology.
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Nominee
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Age
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Principal Occupation
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Mr. Ori Hadomi
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51
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Mr. Hadomi has been serving as the Company’s Chief Executive Officer and a member of the Company’s Board of Directors since January 2003. Prior to joining us, Mr. Hadomi served as the chief financial officer and vice president of business development of Image Navigation Ltd. (formerly known as DenX Medical Software Systems Ltd.). Mr. Hadomi holds a B.A. in chemistry with a minor in economics, as well as a M.Sc. in industrial chemistry and business administration from the Hebrew University, Jerusalem.
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Nominee
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Age
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Principal Occupation
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Mr. Michael Berman
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60
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Mr. Berman has been serving as a director on the Company’s Board of Directors since February 2014. Mr. Berman is a medical device entrepreneur and investor. He is a co-founder of several medical device companies and is currently an active board member of several early stage health care companies including Inspire-MD, PulmOne, ClearCut Medical, PharmaCentra LLC, , Cardiosonic Inc., SoniVie Ltd., Owlytics, STMedical and TruLeaf Medicine International Ltd. Michael Berman was co-founder and Chairman of BridgePoint Medical from 2005 until 2012 and served on the board of Benechill Inc. from 2003 to 2016, on the board of Intervalve from 2011 to 2016, on the board of Rebiotix Inc. from 2011 to 2018, on the board of Endospan Ltd. from 2016 to 2018 and on the board of AngioSlide Ltd. from 2011 to 2018. From 1995 to 2000 Mr. Berman was the president of the cardiology business of Boston Scientific. Mr. Berman received his B.Sc. and M.B.A. degrees from Cornell University.
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Nominee
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Age
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Principal Occupation
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Ms. Sarit Soccary Ben-Yochanan
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46
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Mrs. Ben-Yochanan has been serving as a director on the Company’s Board of Directors since October 2006. Since August 2018, Mrs. Ben-Yochanan is serving as vice-president of innovation for Delek US. From July 2013 until July 2017, Mrs. Ben-Yochanan served in several positions in Syneron Medical Ltd., the latter being general manager for Syneron Medical Ltd. site in Israel and beforehand as the vice president of strategy and business development. Until July 2013, Mrs. Ben-Yochanan had served as the chief executive officer of Gefen Biomed Investments Ltd., an Israeli public company. Mrs. Ben-Yochanan also serves as a member of the Ben Gurion University patent committee. Mrs. Ben-Yochanan served on the board of Lupert Ltd. from 2017 to 2018 and on the board of IB Ventures Ltd from 2017 to 2018. Mrs. Ben-Yochanan holds a B.A. and an M.A. in economics from Tel Aviv University.
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Nominee
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Age
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Principal Occupation
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Mr. Gil Bianco
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66
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Mr. Bianco has been serving as an external director on the Company’s Board of Directors since November 2007. Since April 2010, Mr. Bianco has been serving as a director of Intec Pharma Ltd., an Israeli public company. Mr. Bianco also serves as a director of Fischer Pharmaceuticals Ltd., Clear Cut Ltd., Pi-Cardia Ltd., Turquoise GEI Ltd. and Gil Bianco Ltd. In the past five years Mr. Bianco has served as a director of several private companies in the fields of biotech and medical devices: Healor Ltd., Solgel Technologies Ltd. Mr. Bianco holds a B.A. in Economics and Accounting from the Tel-Aviv University, and is a certified public accountant.
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1. |
I am qualified to serve as director of Mazor Robotics Ltd. (the "Company");
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2. |
I possess the qualifications required to carry out the position of director of the Company. My qualifications, education and experience is detailed in my biography below:
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3. |
I am capable of dedicating the reasonable amount of time necessary for carrying out the position of director of the Company, with the attention, inter alia, to the Company's special requirements and to its size of the Company.
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4. |
None of the restrictions as set forth in Sections 226, 226A and 227 of the Law apply regarding my appointment as director:
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a. |
I have not been convicted by a judgment in the past five years in a final court decision of any of the following crimes:
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i. |
Offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Israeli Penal Law, 5737 – 1977, and under Sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 5728-1968 (the "Securities Law");
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ii. |
Conviction by a court abroad for an offense of bribery, deceit, offenses of Directors in a body corporate or offenses of the use of inside information;
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b. |
I have not been convicted in the past five years of an offense not enumerated in subsection (a) which a court of law declared that due to its nature, severity or circumstances, I am ineligible to serve as director of a public company.
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c. |
The Administrative Enforcement Committee under Section 52FF(a) of the Securities Law, did not imposed means of enforcement prohibit me serving as Director under that decision.
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d. |
I am an adult according to law and I have not been declared a legally incompetent or bankrupt.
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1. |
I am qualified to serve as director of Mazor Robotics Ltd.(the "Company");
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2. |
I possess the qualifications required to carry out the position of director of the Company. My qualifications, education and experience is detailed in my biography below:
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3. |
I am capable of dedicating the reasonable amount of time necessary for carrying out the position of director of the Company, with the attention, inter alia, to the Company's special requirements and to its size.
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4. |
None of the restrictions as set forth in Sections 226, 226A and 227 of the Law apply regarding my appointment as director:
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a. |
I have not been convicted by a judgment in the past five years in a final court decision of any of the following crimes:
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i. |
Offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Israeli Penal Law, 5737 – 1977, and under Sections 52C, 52D, 53(a) and 54 of the Israeli Securities Law, 5728-1968 (the "Securities Law");
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ii. |
Conviction by a court abroad for an offense of bribery, deceit, offenses of Directors in a body corporate or offenses of the use of inside information;
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b. |
I have not been convicted in the past five years of an offense not enumerated in subsection (a) which a court of law declared that due to its nature, severity or circumstances, I am ineligible to serve as director of a public company.
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c. |
The Administrative Enforcement Committee under Section 52FF(a) of the Securities Law, did not imposed means of enforcement prohibit me serving as Director under that decision.
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d. |
I am an adult according to law and I have not been declared a legally incompetent or bankrupt.
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1. |
In this declaration, the meanings of the terms will be as follows:
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a. |
the "Company" - Mazor Robotics Ltd.
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b. |
the "Law" - the Israeli Companies Law,5799-1999.
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c. |
the "Securities Law" – the Israeli Securities Law, 5728-1968.
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d. |
"Independent Director" – within its meaning in the Law.
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e. |
"Affiliation" – an employment relationship, commercial or professional ties in general or control, as well as service as an officer, other than service as Director appointed to serve as external director in a company about to offer shares to the public for the first time.
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f. |
"Other Body Corporate" – a body corporate, in which the Company or a controlling member thereof is a controlling member at the time of the appointment or during the two years before the time of the appointment.
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g. |
"Control" – within its meaning in the Securities Law.
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h. |
"Relative" – spouse, brother or sister, parent, parent's parent, offspring or the offspring, brother, sister or parent of the spouse or the spouse of each of these.
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2. |
I am an Israeli resident and qualified to serve as Independent Director of the Company;
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3. |
I am capable of dedicating the reasonable amount of time necessary for carrying out the position of Independent Director of the Company, with the attention, inter alia, to the Company's special requirements and to its size.
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4. |
None of the restrictions as set forth in Sections 226 , 226A and 227 of the Law apply to my appointment as a Director in the Company:
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a. |
I have not been convicted by a judgment in the past five years in a final court decision of any of the following crimes:
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i. |
Offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Israeli Penal Law, 5737-1977, and under Sections 52C, 52D, 53(a) and 54 of the Securities Law;
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ii. |
Conviction by a court abroad for an offense of bribery, deceit, offenses of Directors in a body corporate or offenses of the use of inside information;
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b. |
I have not been convicted in the past five years of an offense not enumerated in subsection 4.1 which a court of law declared that due to its nature, severity or circumstances, I am ineligible to serve as director of a public company.
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c. |
The Administrative Enforcement Committee under Section 52FF(a) of the Securities Law, did not impose means of enforcement prohibiting me from serving as Director under that decision.
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d. |
I am an adult according to law and I have not been declared a legally incompetent or bankrupt.
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5. |
I possess the qualifications required to carry out the position of Independent Director of the Company. My qualifications, education and experience is detailed in my biography below:
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6. |
I am not a relative of a person controlling the Company, or at the date of my appointment or within the prior two years, I am, or my relatives, partners, employers, or anyone to whom I report directly or indirectly or entities under my control, are subject to, have or had any affiliation with the Company, with any entity or person controlling the Company or with a relative of any entity or person controlling the Company, at the time of appointment or with another entity in which the controlling shareholder at the time of the appointment or within the prior two years is the Company or the person controlling the Company; and in a company, such as the Company, where there is no person or entity controlling it or a shareholder with a control block of at least 25% of the votes in a shareholders meeting, there is also no affiliation of the person with anyone whom, on the date of appointment, is either the chairperson of the board of directors of the company, the chief executive officer, a major shareholder who holds at least 5% of the issued and outstanding shares of the company or 5% of the votes at a shareholders meeting, or the most senior executive officer in the finance department of the company.
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7. |
I am not employed by the Israeli Securities Authority or by a Stock Exchange in Israel.
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8. |
Without derogating from the provisions of section 6 above, myself, my relative, partner, employer or person or anyone to whom I report directly or indirectly is subject to a body corporate of which I am a controlling member of have business or professional ties with a person to whom ties are prohibited under the provisions of section 6 – except for negligible ties, and also, I did not receive consideration in violation of the provisions of section 244(b) of the Law.
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1. |
In this declaration, the meanings of the terms will be as follows:
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a. |
the "Company" - Mazor Robotics Ltd.
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b. |
the "Law" - the Israeli Companies Law, 5799-1999.
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c. |
the "Securities Law" – the Israeli Securities Law, 5728-1968.
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d. |
"Independent Director" – within its meaning in the Law.
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e. |
"Affiliation" – an employment relationship, commercial or professional ties in general or control, as well as service as an officer, other than service as Director appointed to serve as external director in a company about to offer shares to the public for the first time.
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f. |
"Other Body Corporate" – a body corporate, in which the Company or a controlling member thereof is a controlling member at the time of the appointment or during the two years before the time of the appointment.
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g. |
"Control" – within its meaning in the Securities Law.
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h. |
"Relative" – spouse, brother or sister, parent, parent's parent, offspring or the offspring, brother, sister or parent of the spouse or the spouse of each of these.
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2. |
I am an Israeli resident and qualified to serve as Independent Director of the Company;
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3. |
I am capable of dedicating the reasonable amount of time necessary for carrying out the position of Independent Director of the Company, with the attention, inter alia, to the Company's special requirements and to its size.
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4. |
None of the restrictions as set forth in Sections 226 , 226A and 227 of the Law apply to my appointment as a Director in the Company:
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a. |
I have not been convicted by a judgment in the past five years in a final court decision of any of the following crimes:
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i. |
Offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Israeli Penal Law, 5737-1977, and under Sections 52C, 52D, 53(a) and 54 of the Securities Law;
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ii. |
Conviction by a court abroad for an offense of bribery, deceit, offenses of Directors in a body corporate or offenses of the use of inside information;
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b. |
I have not been convicted in the past five years of an offense not enumerated in subsection 4.1 which a court of law declared that due to its nature, severity or circumstances, I am ineligible to serve as director of a public company.
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c. |
The Administrative Enforcement Committee under Section 52FF(a) of the Securities Law, did not impose means of enforcement prohibiting me from serving as Director under that decision.
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d. |
I am an adult according to law and I have not been declared a legally incompetent or bankrupt.
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5. |
I possess the qualifications required to carry out the position of Independent Director of the Company. My qualifications, education and experience is detailed in my biography below:
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6. |
I am not a relative of a person controlling the Company, or at the date of my appointment or within the prior two years, I am, or my relatives, partners, employers, or anyone to whom I report directly or indirectly or entities under my control, are subject to, have or had any affiliation with the Company, with any entity or person controlling the Company or with a relative of any entity or person controlling the Company, at the time of appointment or with another entity in which the controlling shareholder at the time of the appointment or within the prior two years is the Company or the person controlling the Company; and in a company, such as the Company, where there is no person or entity controlling it or a shareholder with a control block of at least 25% of the votes in a shareholders meeting, there is also no affiliation of the person with anyone whom, on the date of appointment, is either the chairperson of the board of directors of the company, the chief executive officer, a major shareholder who holds at least 5% of the issued and outstanding shares of the company or 5% of the votes at a shareholders meeting, or the most senior executive officer in the finance department of the company.
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7. |
I am not employed by the Israeli Securities Authority or by a Stock Exchange in Israel.
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8. |
Without derogating from the provisions of section 6 above, myself, my relative, partner, employer or person or anyone to whom I report directly or indirectly is subject to a body corporate of which I am a controlling member of have business or professional ties with a person to whom ties are prohibited under the provisions of section 6 – except for negligible ties, and also, I did not receive consideration in violation of the provisions of section 244(b) of the Law.
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1. |
In this declaration, the meanings of the terms will be as follows:
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a. |
the "Company" - Mazor Robotics Ltd.
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b. |
the "Law" - as defined hereinabove.
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c. |
the "Securities Law" – the Israeli Securities Law, 5728-1968.
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d. |
"Independent Director" – within its meaning in the Law.
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e. |
"Affiliation" – an employment relationship, commercial or professional ties in general or control, as well as service as an officer, other than service as Director appointed to serve as external director in a company about to offer shares to the public for the first time.
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f. |
"Other Body Corporate" – a body corporate, in which the Company or a controlling member thereof is a controlling member at the time of the appointment or during the two years before the time of the appointment.
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g. |
"Control" – within its meaning in the Securities Law.
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h. |
"Relative" – spouse, brother or sister, parent, parent's parent, offspring or the offspring, brother, sister or parent of the spouse or the spouse of each of these.
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2. |
I am an Israeli resident and qualified to serve as External Director of the Company;
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3. |
I am capable of dedicating the reasonable amount of time necessary for carrying out the position of Independent Director of the Company, with the attention, inter alia, to the Company's special requirements and to its size.
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4. |
None of the restrictions as set forth in Sections 226, 226A and 227 of the Law apply to my appointment as a Director in the Company:
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a. |
I have not been convicted by a judgment in the past five years in a final court decision of any of the following crimes:
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i. |
Offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Israeli Penal Law, 5737-1977, and under Sections 52C, 52D, 53(a) and 54 of the Securities Law;
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ii. |
Conviction by a court abroad for an offense of bribery, deceit, offenses of Directors in a body corporate or offenses of the use of inside information;
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b. |
I have not been convicted in the past five years of an offense not enumerated in subsection 4.1 which a court of law declared that due to its nature, severity or circumstances, I am ineligible to serve as director of a public company.
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c. |
The Administrative Enforcement Committee under Section 52FF(a) of the Securities Law, did not impose means of enforcement prohibiting me from serving as Director under that decision.
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d. |
I am an adult according to law and I have not been declared a legally incompetent or bankrupt.
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5. |
I possess the qualifications required to carry out the position of External Director of the Company. My qualifications, education and experience is detailed in my biography below:
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6. |
I am not a relative of a person controlling the Company, or at the date of my appointment or within the prior two years, I am, or my relatives, partners, employers, or anyone to whom I report directly or indirectly or entities under my control, are subject to, have or had any affiliation with the Company, with any entity or person controlling the Company or with a relative of any entity or person controlling the Company, at the time of appointment or with another entity in which the controlling shareholder at the time of the appointment or within the prior two years is the Company or the person controlling the Company; and in a company, such as the Company, where there is no person or entity controlling it or a shareholder with a control block of at least 25% of the votes in a shareholders meeting, there is also no affiliation of the person with anyone whom, on the date of appointment, is either the chairperson of the board of directors of the company, the chief executive officer, a major shareholder who holds at least 5% of the issued and outstanding shares of the company or 5% of the votes at a shareholders meeting, or the most senior executive officer in the finance department of the company.
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7. |
I am not employed by the Israeli Securities Authority or by a Stock Exchange in Israel.
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8. |
Without derogating from the provisions of section 6 above, myself, my relative, partner, employer or person or anyone to whom I report directly or indirectly is subject to a body corporate of which I am a controlling member of have business or professional ties with a person to whom ties are prohibited under the provisions of section 6 – except for negligible ties, and also, I did not receive consideration in violation of the provisions of section 244(b) of the Law.
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1. |
Company name: Mazor Robotics Ltd.
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2. |
Type, date and location of the general shareholders’ meeting: An Annual and Extraordinary General Meeting (the “Meeting”) of Shareholders of Mazor Robotics Ltd. (the “Company”), to be held at LLW&Co., Law Offices, at 5 Azrieli Center, Square Tower, 35th floor, Tel-Aviv, Israel, on Thursday, September 27, 2018, at 5:00 p.m. Israel time.
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3. |
The proposals on the agenda for which votes may be delivered by Deed of Vote (the "Proposals"):
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3.1. |
To approve the re-appointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the independent public accountants of the Company for the year ending December 31, 2018, and until the next Annual General Meeting of the Company's shareholders;
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3.2. |
To approve the re-appointment of Mr. Jonathan Adereth as director of the Company until the next Annual General Meeting of the Company's shareholders or until his successor has been duly appointed;
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3.3. |
To approve the re-appointment of Mr. Ori Hadomi ("Hadomi") as director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed;
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3.4. |
To approve the re-appointment of Mr. Michael Berman as director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed;
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3.5. |
To approve the re-appointment of Mrs. Sarit Soccary Ben-Yochanan as director of the Company until the next Annual General Meeting of the Company’s shareholders or until her successor has been duly appointed;
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3.6. |
To approve the re-appointment of Mr. Gil Bianco as an external director of the Company until the next Annual General Meeting of the Company's shareholders or until his successor has been duly appointed;
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3.7. |
To approve a grant of: (i) options to purchase up to 30,000 of the Company’s ordinary shares (“Options”) and (ii) 3,000 restricted share units (“RSUs”) to Hadomi, in his capacity as the Company’s Chief Executive Officer (“CEO”).
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4. |
Location and times where the full text of the proposed resolutions may be viewed: The full text of the proposed resolutions may be viewed at the Company’s registered office, Sunday to Thursday from 9:00 a.m. to 5:00 p.m., Israel time, following advance coordination with Mr. Ran Grinshtein, Sr. Director of Finance, at telephone no. 972-4-6187131, until the convention date of the Meeting, and also in the immediate report published regarding the convention of the aforementioned Meeting, as it appears on the website of the Israel Securities Authority at www.magna.isa.gov.il.
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5. |
Details, to the Company’s best knowledge, regarding candidates for appointment to the Company’s Board of Directors: Messrs. Jonathan Adereth, Ori Hadomi, Michael Berman and Gil Bianco and Mrs. Sarit Soccary Ben-Yochanan are currently serving as directors of the Company. For details, to the Company’s best knowledge, about Messrs. Jonathan Adereth, Ori Hadomi, Michael Berman, Gil Bianco and Mrs. Sarit Soccary Ben-Yochanan, see Notice of the Meeting, published by the Company on August 23, 2018.
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6. |
Majority required to pass the resolutions on the agenda, for which voting may be submitted by a Deed of Vote:
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6.1. |
Each of Proposals 3.1 to 3.5 Pursuant to the Israeli Companies Law, 5799-1999 (the "Israeli Companies Law"), requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposals (hereinafter an “Simple Majority”).
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6.2. |
Each of Proposals 3.6 and 3.7 Pursuant to the Israeli Companies Law requires the affirmative vote of a simple majority of shares present at the Meeting, in person or by proxy, and voting thereon, as long as either:
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7. |
Validity of Deed of Vote: A Deed of Vote will be valid only if the following documents have been attached to it, and if it has been delivered to the Company (including by means of registered mail) no less than four (4) hours before the date of the Meeting (the "System Lock Time"):
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7.1. |
If the shareholder is unregistered: attachment of unregistered shareholder’s authorization of ownership.
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7.2. |
If the shareholder is registered in the Company’s books: attachment of a photocopy of an ID card, passport or certificate of incorporation.
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8. |
Address for delivery of Deed of Votes and Position Notices: The Company’s registered office at Shacham 5, Caesarea 3079567, Israel.
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9. |
Deadlines for delivery of Deed of Votes and Position Notices: The deadline for delivery of shareholders’ Position Notices to the Company is September 17, 2018. The deadline for delivery of the Deeds of Vote is four (4) hours before the date of the Meeting; in other words, September 27, 2018, at noon. The deadline for delivery of a Position Notice by the Company regarding the response of the Company’s Board of Directors to the Position Notices submitted by the shareholders is September 20, 2018.
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10. |
Shareholder Proposals: Any shareholder of the Company who intends to present a proposal at the Meeting, must satisfy the requirements of the Israeli Companies Law and the regulations promulgated thereunder. Under Section 66(b) of the Israeli Companies Law, only shareholders who severally or jointly hold at least 1% of the Company's outstanding voting rights, are entitled to request that the Company's Board of Directors include a proposal at a future shareholder meeting, provided that such proposal is appropriate for consideration by shareholders at such meeting, by submitting such proposal within seven days of publication of a company’s notice with respect to its general meeting of shareholders.
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11. |
Web addresses of the distribution site and stock exchange site: where Deeds of Votes and Position Notices may be found: www.magna.isa.gov.il and www.maya.tase.co.il, respectively.
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12. |
Receiving authorizations of ownership: Shareholders are entitled to receive authorizations of ownership at the branch of the stock exchange member, or by mail (requiring payment of shipping fees only), at their request. Requests made regarding this matter will be made in advance for a particular securities account.
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13. |
Receiving Deed of Votes and Position Notices: Unregistered shareholders are entitled to receive by e-mail (to the address held by the stock exchange member), at no charge, a link to the text of the Deed of Vote and Position Notices on the distribution site, by the stock exchange member through which they holds its shares, unless they have notified the stock exchange member that they are not interested in receiving the aforementioned link, or that they are interested in receiving a Deed of Vote by regular mail for a fee. The aforementioned regarding Deed of Vote will also apply regarding receipt of Position Notices.
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14. |
Viewing Deeds of Vote: One or more shareholders who hold, on the Record Date, shares at a rate equal to five percent (5%) or more of all voting rights in the Company, and those holding the same rate out of the total voting rights not held by the Company’s controlling shareholder, as defined in Section 268 of the Israeli Companies Law, will be entitled, whether on their own or by means of a proxy acting on their behalf, after convention of the Meeting, to view the Deeds of Vote at the Company’s office (whose address is specified in Section 8 above), during conventional working hours, as specified in Regulation 10(A) of the Regulations.
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15. |
In accordance with and subject to the provisions of the Israeli Companies Law and the Regulations, the Company may, after the date of publication of this written proxy, make changes to the agenda topics (including adding a topic), and Position Notices regarding the resolutions on the agenda may be published. As such changes are made and/or Position Notices published, it will be possible to review them in the Company's reports on the distribution site.
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Agenda Topic
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Manner of Voting
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For
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Abstain
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Against
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1.
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Re-appointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the independent public accountants of the Company for the year ending December 31, 2018, and until the next annual general meeting of the Company's shareholders
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2.
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Re-appointment of Mr. Jonathan Adereth as director of the Company until the next Annual General Meeting of the Company's shareholders or until his successor has been duly appointed
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3.
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Re-appointment of Mr. Ori Hadomi ("Hadomi") as director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed
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Agenda Topic
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Manner of Voting
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For
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Abstain
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Against
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4.
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Re-appointment of Mr. Michael Berman as director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed
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5.
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Re-appointment of Ms. Sarit Soccary Ben-Yochanan as director of the Company until the next Annual General Meeting of the Company’s shareholders or until her successor has been duly appointed
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Agenda Topic
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Manner of Voting
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Are you a controlling shareholder
or do you have a personal
interest in this resolution*
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For
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Abstain
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Against
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Yes*
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No
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6.
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Re-appointment of Mr. Gil Bianco as an external director of the Company until the next Annual General Meeting of the Company's shareholders or until his successor has been duly appointed
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Agenda Topic
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Manner of Voting
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Are you a controlling shareholder
or do you have a personal
interest in this resolution*
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For
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Abstain
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Against
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Yes*
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No
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7.
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To approve a grant of (i) options to purchase up to 30,000 of the Company’s ordinary shares (“Options”) and (ii) 3,000 restricted share units (“RSUs”) to Hadomi, in his capacity as the Company’s Chief Executive Officer(“CEO”)
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__________________________________________
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__________________________________________
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Date
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Signature
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Mazor Robotics Ltd.
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12:00 p.m. EST on September 20, 2018)
The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Shares of Mazor Robotics Ltd. Registered in the name of the undersigned on the books of the Depositary as of the close of business on August 29, 2018 at the Annual and Extraordinary General Meeting of the Shareholders of Mazor Robotics Ltd. to be held on September 27, 2018 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse.
NOTES:
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1. | Please direct the Depositary how it is to vote by placing an “X” in the appropriate box opposite each agenda item. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the Company. | |
2. | It is understood that, if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company. | |
Voting material available online. See address below.
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https://www.mazorrobotics.com/index.php/investors-relations/shareholder-meetings | ||
(Continued and to be marked, dated and signed, on the other side) | ||
Annual and Extraordinary General Meeting of the
Shareholders of Mazor Robotics Ltd.
Date: September 27, 2018
See Voting Instruction On Reverse Side.
Please make your marks like this: ☒Use pen only
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For
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Against
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Abstain
|
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Annual and Extraordinary General Meeting of the
Shareholders of Mazor Robotics Ltd.
to be held on September 27, 2018
For Holders as of August 29, 2018
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1.
|
To consider and act upon a proposal to approve the re-appointment of Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the independent public accountants of the Company for the year ending December 31, 2018, and until the next Annual General Meeting of the shareholders of the Company, and to receive information regarding their remuneration;
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☐
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☐
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☐
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• Mark, sign and date your Voting Instruction Form.
• Detach your Voting Instruction Form.
• Return your Voting Instruction Form in the
postage-paid envelope provided.
All votes must be received by 12:00 pm, New York Time September 20, 2018.
PROXY TABULATOR FOR
MAZOR ROBOTICS LTD.
P.O. BOX 8016
CARY, NC 27512-9903
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2. |
To consider and act upon a proposal to re-appoint Mr. Jonathan Adereth to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed.
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☐
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☐
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☐
|
||
3. |
To consider and act upon a proposal to re-appoint Mr. Ori Hadomi, to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed.
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☐
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☐
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☐
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4. |
To consider and act upon a proposal to re-appoint Mr. Michael Berman, to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until his successor has been duly appointed.
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☐
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☐
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☐
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5. |
To consider and act upon a proposal to re-appoint Mrs. Sarit Soccary Ben-Yochanan, to hold office as director for an additional term, commencing on the date of the Meeting until the next Annual General Meeting of Shareholders or until her successor has been duly appointed.
|
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☐
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☐
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☐
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6. | To consider and act upon a proposal to re-appoint Mr. Gil Bianco as an external director of the Company until the next Annual General Meeting of the Company’s shareholders or until his successor has been duly appointed. | ☐ | ☐ | ☐ | |||
Yes | No | ||||||
6A Are you a controlling shareholder or do you have a personal interest in this resolution*
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☐
|
☐
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|
||
For | Against | Abstain | |||||
7. | To consider and act upon a proposal to approve a grant of (i) options to purchase up to 30,000 of the Company’s ordinary shares and (ii) 3,000 restricted share units to Hadomi, in his capacity as the Company’s Chief Executive Officer. | ☐ | ☐ | ☐ | |||
Yes | No | ||||||
7A Are you a controlling shareholder or do you have a personal interest in this resolution*
|
☐ | ☐ | |||||
* |
The vote of a shareholder, who will not fill in this column or indicate “Yes” without details, will not be taken into account. Important, before you check this box, please see the definition of “personal interest” in the Notice of Annual and Extraordinary General Meeting of Shareholders.
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Authorized Signatures - This section must be
completed for your instructions to be executed.
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Please Sign Here
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Please Date Above
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Please Sign Here
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Please Date Above
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