The Trendlines 2 PDF

Creating & Developing
Companies
To Improve the
Human Condition
About The Trendlines Group Ltd.

Creates and develops medical and agricultural technology

companies with a view towards a successful exit in the
marketplace
Exits may include among others, sales such as merger

and acquisition transactions or listing on public stock
exchanges
Israeli GovernmentFranchised Incubators invest

in life sciences companies
in the fields of medical and
agricultural technologies
Internal Innovation Centre

creates new technologies to
address unmet market needs
Operates principally through two (2) technology incubators

and an internal innovation centre
Business Process
Trendlines Active Engagement: Investment, Incubation, Support
The Trendlines Group Ltd.
17 Tchelet Street
Misgav Industrial Park
2017400, Israel
Tel: +972.72.260.7000
Fax: +972.72.260.7200
www.trendlines.com
Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares)

at S$0.33 for each Placement Share, payable in full on application
OFFER DOCUMENT DATED 16 NOVEMBER 2015
(Registered by the Singapore Exchange Securities Trading Limited (the SGX-ST), acting as agent on behalf
of the Monetary Authority of Singapore (the Authority) on 16 November 2015)
This offer is made in or accompanied by an offer document (the Offer Document) that has been
registered by the SGX-ST, acting as agent on behalf of the Authority on 16 November 2015. The
registration of this Offer Document by the SGX-ST, acting as agent on behalf of the Authority does not
imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory
requirements, or requirements under the SGX-STs listing rules, have been complied with.
This document is important. If you are in any doubt as to the action you should take, you should consult
your legal, financial, tax or other professional adviser(s).
In connection with the Placement, B. BRAUN Melsungen AG (the Cornerstone Investor) has entered
into a cornerstone subscription agreement with the Company to subscribe for 21,515,000 new Shares
(Cornerstone Shares) at the Placement Price (as defined herein), conditional upon, inter alia, (i) the
registration of the Offer Document by the SGX-ST, acting as agent on behalf of the Authority; (ii) the
entering into the Placement Agreement (as defined herein) and such Placement Agreement having become
unconditional (in accordance with its terms or as subsequently waived or varied by agreement of the
parties) by no later than the time and date as specified or as subsequently waived or varied by agreement
of the parties; and (iii) the Placement Agreement not having been terminated or lapsed in accordance with
the terms therein. The Cornerstone Subscription (as defined herein) is conditional upon the Placement. The
Placement is, however, not conditional on the completion of the Cornerstone Subscription.
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an application to the SGX-ST for
permission to deal in, and for quotation of, all the ordinary shares (Shares) in the capital of The Trendlines
Group Ltd. (Company) that are already issued (including the Pre-IPO New Shares (as defined herein), the
RCL Converted Shares (as defined herein) and the PPCF Shares (as defined herein)), the new Shares which
are the subject of this Placement (Placement Shares) (including the Cornerstone Shares), the Debenture
Conversion Shares (as defined herein), the Misgav/Karmiel Consideration Shares (as defined herein), the
Agtech Employee Consideration Shares (as defined herein), the Octagon/GMP Securities Compensation
Shares (as defined herein), the Tmura Shares (as defined herein) and the Option Shares (as defined herein)
on Catalist (as defined herein). Acceptance of applications will be conditional upon, inter alia, issue of the
Placement Shares (including the Cornerstone Shares) and permission being granted by the SGX-ST for the
listing and quotation of all our existing issued Shares (including the Pre-IPO New Shares, the RCL Converted
Shares and the PPCF Shares), the Placement Shares (including the Cornerstone Shares), the Debenture
Conversion Shares, the Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration Shares,
the Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option Shares on Catalist.
Monies paid in respect of any application accepted will be returned if the admission and listing do not
proceed. The dealing in and quotation of the Shares will be in Singapore dollars.
Each of the Misgav/Karmiel Shareholders (as defined herein) has entered into separate put/call option
agreements with our Company, Technology Incubator Misgav/Karmiel, Management Services Ltd.
(Misgav/Karmiel) and Trendlines Medical-Misgav Ltd. (Trendlines Medical) in 2007, pursuant to which
the Misgav/Karmiel Shareholders granted Trendlines Medical a call option (Misgav/Karmiel Call Option)
to purchase the shares in Misgav/Karmiel held by the Misgav/Karmiel Shareholders in exchange for the
Misgav/Karmiel Consideration Shares. Under the terms and conditions of these put/call option agreements,
completion of the Misgav/Karmiel Call Option is conditional upon the completion of the Placement and
will take place immediately prior to or contemporaneously with the completion of the Placement. The
Placement is, however, not conditional on the completion of the Misgav/Karmiel Call Option. Trendlines
Medical intends to exercise the Misgav/Karmiel Call Option prior to the completion of the Placement. It
should be noted that certain information contained in this Offer Document assumes that the exercise of
the Misgav/Karmiel Call Option has been completed.
Certain Debenture Holders (as defined herein) have elected (or were deemed to have elected) the Holding
Option (as defined herein). Pursuant to the Debenture Certificates (as defined herein), the Placement (as
defined herein) will constitute an IPO and the principal amount of outstanding Debentures (as defined herein)
and outstanding accrued interest will automatically convert into Shares upon the completion of an IPO. The
Placement is, however, not conditional upon such conversion. To this end, the principal amount of outstanding
Debentures and outstanding accrued interest thereon of the Debenture Holders who elected (or were deemed
to have elected) the Holding Option will be automatically converted into Debenture Conversion Shares (as
defined herein), prior to or contemporaneously with the completion of the Placement.
Pursuant to the Agtech Employee Share Exchange Agreement (as defined herein), subject to the
satisfaction of the Agtech Employee Conditions Precedent (as defined herein), the Company intends to
purchase all the Remaining Agtech Shares (as defined herein) held by the Trustee (as defined herein) in
exchange for the Agtech Employee Consideration Shares, credited as fully paid-up (Agtech Employee
Acquisition). As at the date of this Offer Document, the Agtech Employee Conditions Precedent have
not been satisfied. The Company, Trendlines Agtech and the Trustee intend to complete the Agtech
Employee Acquisition upon the satisfaction of the Agtech Employee Conditions Precedent. Assuming
that the Agtech Employee Conditions Precedent (including the Agtech Employee IPO Condition (as
defined herein)) are satisfied prior to the completion of the Placement, the Company, Trendlines
Agtech and the Trustee will proceed to complete the Agtech Employee Acquisition, pursuant to which
the allotment and issuance of the Agtech Employee Consideration Shares will take place immediately
prior to or contemporaneously with the completion of the Placement. The Placement is, however, not
conditional on the completion of the Agtech Employee Acquisition. It should be noted that certain
information contained in this Offer Document assumes that the Agtech Employee Acquisition has
been completed.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list on
Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing
in such companies and should make the decision to invest only after careful consideration and, if
appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer
Document, including the correctness of any of the statements or opinions made or reports contained
in this Offer Document. The SGX-ST does not normally review the application for admission to Catalist
but relies on the Sponsor confirming that the Company is suitable to be listed and complies with the
Catalist Rules (as defined herein). Neither the Authority nor the SGX-ST has in any way considered the
merits of the Shares or units of Shares being offered for investment.
We have not lodged this Offer Document in any other jurisdiction.
Investing in the Shares involves risks which are described in the section entitled RISK FACTORS of
this Offer Document.
After the expiration of six (6) months from the date of registration of this Offer Document, no
person shall make an offer of Shares, or allot, issue or sell any of the Shares, on the basis of this
Offer Document; and no officer or equivalent person or promoter of the Company will authorise
or permit the offer of any of the Shares or the allotment, issue or sale of any of the Shares, on the
basis of this Offer Document.
THE TRENDLINES GROUP LTD.
Invests Early
Incubates
Supports to Exit
Relationships with universities,

hospitals and industry players
Review 450 to 500 opportunities
annually
Trendlines Labs inventions
Seed-stage low valuations
Portfolio companies incubate within

our facilities
Israeli government-franchised
incubators, Trendlines Medical and
Trendlines Agtech
Technology and business
development
Marketing, legal, accounting,
operations
Effective use of capital
Follow-on funding
30+ member team: technology

and business development, R&D,
marketing, finance
Intense involvement
Exceptional management
Medical and agritech experts
Global network
Access to capital
Negotiations and closing
Competitive Strengths
Extensive network of relationships
Generate quality deal flow as well as undertake fund raising activities
Physical facilities and intensive support provided to portfolio companies
High support-level allows portfolio companies to focus on developing their technology, product and market,
thereby reducing risk and increasing the chances of success
Strong management team and track record
A team that understands global markets and possesses the ability to bridge cultures to build businesses
A strong track record to develop and execute exit strategies for portfolio companies
Effective use of funds
Portfolio companies are located in Trendlines facilities and are extensively supported by its staff for at least their
first two (2) to three (3) years of incubation
Leverage portfolio investments with R&D grants from the Israeli government through the Technological
Incubators Programme
Strong reputation and brand
Trendlines Medical has twice been named the best incubator in Israel by the Office of the Chief Scientist (OCS)
Five (5) of portfolio companies have been named the best start-ups of the year by the OCS
Built a reputation as being one (1) of the best incubator organisations in Israel
Cornerstone Investor/Potential Strategic Partner

B. BRAUN
(Company Registration No.: 513970947)

(Incorporated in Israel on 1 May 2007)
Conditional investment of up to S$7.1 million to subscribe for 21,515,000 Cornerstone Shares
German privately held company founded in 1839 with 54,000 employees worldwide and global sales of 5.43 billion
Sponsor, Issue Manager and Placement Agent
Entered non-legally binding memorandum of understanding for the purposes of

(i) Establishing mutual deal flow;
PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

(Company Registration No.: 200207389D)
(Incorporated in the Republic of Singapore)
(ii) Identifying potential new investments;

(iii) Cooperating in the establishment of accelerators and incubators in selected markets worldwide; and
(iv) Collaborating on the development of new technologies, solutions and products in medical fields

Companies
To Improve the
Human Condition


marketplace

exchanges



Business Process
17 Tchelet Street
2017400, Israel
Tel: +972.72.260.7000
Fax: +972.72.260.7200
www.trendlines.com

been completed.
Invests Early
Incubates
Supports to Exit

annually

our facilities
Trendlines Agtech
development
operations
Follow-on funding

marketing, finance
Intense involvement
Global network
Access to capital

B. BRAUN




Mitigating Risk Through Government Leverage
Selected Portfolio Companies
Trendlines Investments
Government funding leverages our capital
Trendlines cash investment: NIS 375,000 (~US$98,000) per company

Trendlines in-kind investment: An additional average of ~US$450,000 per
company over a two (2)-year period
BioFishency Ltd.
Water treatment system for
aquaculture
Eden Shield Ltd.

Nontoxic insect control products
for crops
Track Record
Established and incubated 60 companies since September 2007
Work to establish between eight (8) to ten (10) new portfolio

companies each year
17 portfolio companies at commercialisation stage and generating

revenues
Five (5) portfolio companies acquired by or sold their assets to

multinational corporations, including four (4) since August 2013
Two (2) portfolio companies, FlowSense Ltd. and E.T.View Ltd.

completed public listing transactions by way of reverse mergers with
public listed companies on the Tel-Aviv Stock Exchange
Investment
Approach
* Trendlines has received the OCS letter renewing Trendlines Medicals franchise for an additional franchise
period to commence no later than 1 March 2016, subject to Trendlines Medical satisfying the conditions
required for the renewal of the franchise. The approved budget to invest in a medical device company by
Trendlines Medical under the new franchise as a peripheral incubator is expected to be approximately
US$116,600 (or NIS 450,000) matched with R&D grants from the Israeli government in the amount of
approximately US$668,400 (or NIS 2,550,000).
Advanced Mem-Tech Ltd.

Ultrafiltration membranes
for water treatment
Low Capital
Requirements
US$5 million or less
in total capital
Audited Financial Highlights
Short Time to
Anticipated Exit
Six (6) years or less
Israeli government new company grant: NIS 2.125 million (~US$557,000)*
ApiFix Ltd.
Less invasive scoliosis
system
E.T.View Medical Ltd.

Systems that allow continuous
visualisation of the upper airway
Stimatix G.I. Ltd.

Low profile colostomy
appliances
Best Incubator Awards*
$25
Million
Invested in Trendlines ***
45
Existing Portfolio Companies ****
Million
Outstanding
Start-Up of the Year Awards**
(US$000)
FY2013
FY2014
HY2015
Total Portfolio Fair Value *
74,639
77,494
84,697
FY2012 FY2013 FY2014 HY2015

Total Income
13,768
29,707
8,553
8,996
Total Expenses
5,158
6,798
11,408
3,667
Income (Loss) before Income Taxes
8,610
22,909
(2,855)
5,329
0.17
0.43
(0.07)
0.09
Basic earning per share (US$)

(US$000)
As at 31 December 2014
As at 30 June 2015
77,306
82,756
4,392
15,103
81,698
97,859
Total Non-current Assets

Total Current Assets
* Awarded to Trendlines Medical by Israels Office of the Chief Scientist (OCS)

** Awarded to the portfolio companies by the OCS
*** Excluding Pre-IPO investment of US$10.0 million
**** As at 19 October 2015 (LPD)
Year
of
exit
Portfolio
company
Description
2011
PolyTouch
Ltd.
Trade sale of company, which was

three (3) years old at time of sale
Covidien
6.7X
2013
Innolap
Surgical Ltd.
Trade sale of company, which

was eight (8) months old at time
of sale
Teleflex
3.2X
2013
FlowSense
Medical Ltd.

four (4) years old at time of sale
Baxter
International
4.0X
2014
Inspiro
Medical Ltd.

OPKO Health
8.8X
2014
Most Valuable
Portfolio
Company(2)
Asset sale, company was five (5)

years old at time of sale
Acquirer
Undisclosed(2)
Prospects+
Business Strategies and Future Plans
*Includes market value of assets carried at equity value

**Primarily due to grant of options and listing related expenses
Medical Technologies
Follow-on investments in portfolio companies
Top 10 Portfolio Companies
Expansion of our operations into new markets
Expansion of Trendlines Labs
Operational expenses to support potential increase in the

number of portfolio companies
Total Assets
Exit Transactions
Estimated
Returns(1)
66.9X(3)
Notes:
(1) Estimated return represents the multiples on the exit proceeds to the investment (net of OCS funding) in the
exited company, which comprises (i) initial cash investment; (ii) additional investments through estimated
value of the provision of services; and/or (iii) estimated overhead expenses incurred in supporting the
exited company.
(2) Unable to disclose due to confidentiality obligations.
(3) Based on the estimated fair value at the point when the agreement was executed compared to the
investment up to that point in time.
**
Total estimated fair market value of our ten (10) most valuable
portfolio companies: approximately US$59.5 million, representing
69.3% of total portfolio value of approximately US$84.7 million*
Portfolio Company Name
Initial Investment
% Owned (FD)**
ApiFix Ltd.
2011
29.42
Arcuro Medical Ltd.
2013
45.08
2008
27.86
IonMed Ltd.
2009
28.80
Leviticus Cardio Ltd.
2010
29.27
MediValve Ltd.
2010
31.66
NeuroQuest Ltd.
2008
32.24
Omeq Medical Ltd.
2013
46.56
Stimatix G.I. Ltd.
2009
27.17
S.T.S Medical Ltd.
2013
35.37
*As at 30 June 2015

**FD - On fully-diluted basis
Ageing global population

Growth of emerging markets is expected to lead to
an increase in health awareness and demand for
sophisticated medical devices
Increase in regulatory oversight is expected to trigger
more merger and acquisition opportunities
Agricultural Technologies

Increasing global demand for food

Environmental challenges are expected to lead to
an increase in demand for innovative and sustainable
agricultural technologies and production methods to
overcome such limitations and protect the environment
Innovations in complementary fields such as the mobile,
IT and energy spaces have potential to make a huge impact
in the field of agritech as more innovations and inventors
are expected to tap on such innovations in complementary
fields to develop new and/or enhance existing agricultural
and food technologies
+ Source: The market research report entitled Israels High-Tech Industry Overview Final Report
October 2015 prepared by Ernst & Young (Israel) Ltd.

BioFishency Ltd.
aquaculture
Eden Shield Ltd.

for crops
Track Record

companies each year

revenues


Investment
Approach

for water treatment
Low Capital
Requirements
in total capital
Short Time to
Anticipated Exit
ApiFix Ltd.
system

Stimatix G.I. Ltd.

appliances
$25
Million
45
Million
Outstanding
(US$000)
FY2013
FY2014
HY2015
74,639
77,494
84,697
FY2012 FY2013 FY2014 HY2015

Total Income
13,768
29,707
8,553
8,996
Total Expenses
5,158
6,798
11,408
3,667
8,610
22,909
(2,855)
5,329
0.17
0.43
(0.07)
0.09

(US$000)
As at 30 June 2015
77,306
82,756
4,392
15,103
81,698
97,859


Year
of
exit
Portfolio
company
Description
2011
PolyTouch
Ltd.

Covidien
6.7X
2013
Innolap
Surgical Ltd.

of sale
Teleflex
3.2X
2013
FlowSense
Medical Ltd.

Baxter
International
4.0X
2014
Inspiro
Medical Ltd.

OPKO Health
8.8X
2014
Most Valuable
Portfolio
Company(2)

Acquirer
Undisclosed(2)
Prospects+


Total Assets
Exit Transactions
Estimated
Returns(1)
66.9X(3)
Notes:
exited company.
**
Initial Investment
% Owned (FD)**
ApiFix Ltd.
2011
29.42
Arcuro Medical Ltd.
2013
45.08
2008
27.86
IonMed Ltd.
2009
28.80
2010
29.27
MediValve Ltd.
2010
31.66
NeuroQuest Ltd.
2008
32.24
Omeq Medical Ltd.
2013
46.56
Stimatix G.I. Ltd.
2009
27.17
S.T.S Medical Ltd.
2013
35.37
*As at 30 June 2015




TABLE OF CONTENTS
Page
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT . . . . . . . . . . . . . . . . . . . .
23
INFORMATION ON OUR PORTFOLIO COMPANIES AND MARKET AND INDUSTRY

INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
LISTING ON CATALIST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
SUMMARY OF OUR FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . .
42
OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
EXCHANGE RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY . . . . . . . . . . . . . . . . . .
48
RISKS RELATING TO OUR LOCATION IN ISRAEL . . . . . . . . . . . . . . . . . . . . . . . . . .
60
RISKS RELATING TO AN INVESTMENT IN OUR SHARES . . . . . . . . . . . . . . . . . . . .
63
ISSUE STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
SHARE CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
SHAREHOLDING AND OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . .
98
PRE-IPO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
INFORMATION ON THE CORNERSTONE INVESTOR . . . . . . . . . . . . . . . . . . . . . . . .
106
TABLE OF CONTENTS
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . .
107
MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
VOLUNTARY LOCK-UP OBLIGATIONS UNDERTAKEN BY CERTAIN EXISTING

SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .
122
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136
REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
CAPITAL EXPENDITURE AND DIVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
149
FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150
SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
INFLATION OR DEFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
CRITICAL ACCOUNTING ESTIMATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
CHANGES IN ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163
BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
AWARDS AND RECOGNITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
CREDIT TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202
COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
TABLE OF CONTENTS
INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
LICENCES, PERMITS, FRANCHISES, APPROVALS, CERTIFICATIONS AND

GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
PROPERTIES AND FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . .
226
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
234
ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235
INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . .
237
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE

INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
242
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253
EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
261
MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
266
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
267
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION . . . . . . . . . . . . . . . . .
268
EMPLOYMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
271
INDEMNIFICATION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
275
SHARE OPTION PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
THE TRENDLINES 2015 SHARE OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294
BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294
PURCHASE BY OUR COMPANY OF OUR OWN SHARES . . . . . . . . . . . . . . . . . . . . . . .
309
TAKE-OVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
310
SUBSTANTIAL SHAREHOLDING DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
316
ATTENDANCE AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
TABLE OF CONTENTS
EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
318
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319
ISRAELI TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319
SINGAPORE TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327
GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . .
328
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
335
MANAGEMENT AND PLACEMENT ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . .
335
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
337
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
339
RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . .
340
DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
340
APPENDIX A INDEPENDENT AUDITORS REPORT AND AUDITED CONSOLIDATED

FINANCIAL STATEMENTS OF THE TRENDLINES GROUP LTD. AND ITS
SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2014, 2013 AND
2012 AND FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO
JUNE 30, 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
APPENDIX B COMPARISON BETWEEN SINGAPORE COMPANIES LAW AND

ISRAELI COMPANIES LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF ISRAELI COMPANIES

LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-1
APPENDIX D SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION . . . . .
D-1
APPENDIX E OUR ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E-1
APPENDIX F COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND

APPENDIX 4C OF THE CATALIST RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
APPENDIX G MARKET RESEARCH REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
APPENDIX H RULES OF THE OLD OPTION PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . .
H-1
APPENDIX I RULES OF THE TRENDLINES 2015 SHARE OPTION PLAN . . . . . . . . .
I-1
APPENDIX J RULES OF THE SUB-PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J-1
APPENDIX K TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND

ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
K-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
Todd Dollinger (Chairman and Chief Executive Officer)

Steve Rhodes (Chairman and Chief Executive Officer)
Zeev Bronfeld (Non-executive Director)
Elka Nir (Lead Independent Director)
Stephen Philip Haslett (Independent Director)
Hang Chang Chieh (Independent Director)
JOINT COMPANY
SECRETARIES
Lynn Wan Tiew Leng (FCIS)

Yosef Ron (B.Sc)
REGISTERED OFFICE
17 Tchelet Street
2017400, Israel
SINGAPORE SHARE
REGISTRAR AND SHARE
TRANSFER OFFICE
Boardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
SPONSOR, ISSUE MANAGER

AND PLACEMENT AGENT
PrimePartners Corporate Finance Pte. Ltd.

16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318
INDEPENDENT AUDITORS
AND REPORTING
ACCOUNTANTS
Kost Forer Gabbay & Kasierer

A Member of Ernst & Young Global
Certified Public Accountants
2 Pal-Yam Avenue
Brosh Building
Haifa 3309502, Israel
Partner-in-charge: Ari Aslan
(Certified Public Accountant, Israel)
FINANCIAL ADVISER TO OUR

COMPANY IN ISRAEL
CLAL Finance Underwriting Ltd

Rubinstein House, 37 Menachem
Begin Rd., 25th floor
Tel-Aviv 65220, Israel
SOLICITORS TO THE
PLACEMENT AND LEGAL
ADVISER TO OUR COMPANY
ON SINGAPORE LAW
Drew & Napier LLC

10 Collyer Quay
#10-01 Ocean Financial Centre
Singapore 049315
LEGAL ADVISER TO OUR

COMPANY ON ISRAELI LAW
Shibolet & Co.

Museum Tower
4 Berkowitz Street
CORPORATE INFORMATION
LEGAL ADVISER TO OUR
COMPANY ON MARYLAND
LAW
Gordon Feinblatt LLC

233 E. Redwood Street
Baltimore, Maryland 21202
United States of America
LEGAL ADVISER TO THE

SPONSOR, ISSUE MANAGER
AND PLACEMENT AGENT ON
ISRAELI LAW
Herzog, Fox & Neeman

Asia House
4 Weizmann Street
MARKET RESEARCHER
Ernst & Young (Israel) Ltd.

3 Aminadav Street
PRINCIPAL BANKER AND

RECEIVING BANKER
The Bank of East Asia, Limited

Singapore Branch
60 Robinson Road
BEA Building
Singapore 068892
DEFINITIONS
In this Offer Document and the accompanying Application Forms, unless the context otherwise
requires, the following definitions apply throughout where the context so admits:
Companies within our Group
Company or Trendlines
The Trendlines Group Ltd. The terms we, our, our

Company or us have correlative meanings
Group
Our Company and our Subsidiaries, namely, Trendlines

Medical, Trendlines Agtech and Misgav/Karmiel
Misgav/Karmiel
Technology Incubator Misgav/Karmiel, Management Services

Ltd.
Subsidiaries
Trendlines Medical, Trendlines Agtech and Misgav/Karmiel

and Subsidiary means any of them, as the case may be
Trendlines Agtech
Trendlines Agtech Mofet Ltd.
Trendlines Medical
Trendlines Medical Misgav Ltd.
Other Companies, Organisations and Agencies

AMEX
American Stock Exchange (now known as NYSE Amex

Equities)
Authority
Monetary Authority of Singapore
B. BRAUN or
Cornerstone Investor
B. BRAUN Melsungen AG
CDP or Depository
The Central Depository (Pte.) Limited
CLAL Finance
CLAL Finance Underwriting Ltd
CPF
The Central Provident Fund
E.T.View
E.T.View Ltd., a wholly owned principal operating subsidiary

of E.T.View Medical
E.T.View Medical
ISA
Israel Securities Authority
DEFINITIONS
Issue Manager,
Sponsor, Placement
Agent or PPCF
Maryland GP
Maryland/Israel Trendlines Fund GP LLC
OCS
Office of the Chief Scientist of the Israeli Ministry of Economy

(formerly, the Ministry of Industry, Trade and Labour)
SGX-ST or Exchange
Singapore Exchange Securities Trading Limited
Share Registrar
Boardroom Corporate & Advisory Services Pte. Ltd.
TASE
Tel-Aviv Stock Exchange
Tmura
Tmura-The Israeli Public Service Venture Fund
Trendlines Capital
Markets
Trendlines Capital Markets Ltd.
Trendlines International
Trendlines International Ltd.
Trendlines Venture
Management
Trendlines Venture Management Ltd.
Trendlines-named Entities
Trendlines Capital
Management
Trustee
Meitav Dash Benefits Ltd. which holds shares for three (3)
former employees of Trendlines Agtech, including Yosef Ron
2014 Compensation
Warrants
The April 2014 Compensation Warrants and the October 2014

Compensation Warrants
2014-2015 Private
Placement
The allotment and issuance of an aggregate of 1,417,069

Shares by our Company to the 2014-2015 Private Placement
Investors in consideration for US$2,125,602
Markets
and
Trendlines
Venture
General
DEFINITIONS
2014-2015 Private
Placement Investors
Collectively, the 26 investors (including our Substantial

Shareholder, Amos and Daughter Investments and Properties
Ltd.) who were allotted and issued an aggregate of 1,417,069
Shares (prior to adjustments in connection with the allotment
and issuance of the Bonus Shares), representing
approximately 2.2% of the post-Final Issuance share capital
of our Company, pursuant to the 2014-2015 Private
Placement
Agtech Consideration
Shares
The allotment and issuance of an aggregate of 1,810,664

Shares to the Agtech Minority Shareholders in exchange for
the 67,868 issued shares in the capital of Trendlines Agtech
held by them pursuant to the Agtech Minority Shareholders
Share Exchange Agreement, details of which are described in
the section entitled Restructuring Exercise of this Offer
Document
Agtech Employee
Conditions Precedent
The conditions precedent as set out in the Agtech Employee

Share Exchange Agreement, details of which are described in
the section entitled Restructuring Exercise of this Offer
Document
Agtech Employee
Consideration Shares
The 2,623,088 new Shares to be allotted and issued to the

Trustee (on behalf of each of the three (3) former employees
of Trendlines Agtech, including Yosef Ron) in exchange for the
12,290 shares in the capital of Trendlines Agtech held by it
pursuant to the Agtech Employee Share Exchange
Agreement, details of which are described in the section
entitled Restructuring Exercise of this Offer Document
Agtech Employee IPO

Condition
The consummation of an initial public offering of our Shares

pursuant to an effective registration statement under the
Israeli Securities Law 5728-1968, as amended, or any
equivalent law of any other jurisdiction within 12 months from
the date of the Agtech Employee Share Exchange Agreement
Agtech Employee Share

Exchange Agreement
The share exchange agreement dated 22 June 2015 entered

into between our Company, Trendlines Agtech and the Trustee
(on behalf of each of the three (3) former employees of
Trendlines Agtech, including Yosef Ron)
Agtech Minority
Shareholders
The five (5) minority shareholders of Trendlines Agtech

(excluding the Trustee) prior to the allotment and issuance of
the Agtech Consideration Shares
Agtech Minority
Shareholders Share
Exchange Agreement
The share exchange agreement dated 22 June 2015 entered

into between our Company, Trendlines Agtech and the Agtech
Minority Shareholders
DEFINITIONS
Amendment No. 1
Amendment No. 1 to the Debenture Certificates dated 25 May

2015
Application Forms
The printed application forms to be used for the purpose of the

Placement and which form part of this Offer Document
Application List
The list of applications for the subscription of the Placement

Shares
April 2014 Compensation

Warrants
An aggregate of 117.58 compensation warrants granted by

our Company to Octagon Capital Corporation and GMP
Securities L.P., details of which are described in the section
entitled Share Capital of this Offer Document
Articles or Articles of
Association
The articles of association of our Company, as amended,

modified and/or restated from time to time
Associate
(a)
In relation to any director, chief executive officer,

substantial shareholder or controlling shareholder (being
an individual) means:
(i)
his Immediate Family;
(ii)
the trustees, acting in their capacity as such

trustees, of any trust of which he or his Immediate
Family is a beneficiary or, in the case of a
discretionary trust, is a discretionary object; or
(iii) any company in which he and his Immediate Family

together (directly or indirectly) have an interest of
30.0% or more of the total votes attached to all the
voting shares;
(b)
in relation to a substantial shareholder or a controlling

shareholder (being a company) means any other
company which is its subsidiary or holding company or is
a subsidiary of any such holding company or one in the
equity of which it and/or such other company or
companies taken together (directly or indirectly) have an
interest of 30.0% or more of the total votes attached to all
the voting shares
Associated Company
In relation to a company, means a company in which at least

20.0% but not more than 50.0% of its shares are held by the
first mentioned company
Audit Committee
The audit committee of our Company as at the date of this

Offer Document, unless otherwise stated
10
DEFINITIONS
Board or
Board of Directors
The board of Directors of our Company as at the date of this

Bonus Shares
The allotment and issuance of 311,989,797 Shares to our

existing Shareholders (without consideration paid by our
Shareholders) as bonus shares, on the basis of seven (7)
bonus shares, credited as fully paid-up, for every one (1)
existing issued Share in the capital of our Company held as at
12 November 2015 (following the capitalisation of NIS
3,119,897.97 in our Companys share premium account),
pro-rata to their respective shareholdings in our Company
Catalist
The sponsor-supervised listing platform of the SGX-ST
Catalist Rule or
Catalist Rules
Any or all of the rules in the SGX-ST Listing Manual Section

B: Rules of Catalist, as the case may be
Controlling Shareholder
As defined in the Catalist Rules:

(a)
a person who holds directly or indirectly an interest of

15.0% or more of the total votes attached to all voting
shares in our Company (unless otherwise determined by
the SGX-ST); or
(b)
a person who in fact exercises control over our Company
Conversion
The conversion of the then outstanding amount of the

redeemable convertible loans granted by the Pre-IPO
Investors pursuant to the Pre-IPO Redeemable Convertible
Loan Agreement into the Pre-IPO New Shares
Cornerstone Shares
The 21,515,000 new Shares subscribed by the Cornerstone

Investor pursuant to the Cornerstone Subscription Agreement
in connection with the Placement
Cornerstone Subscription
The subscription of the Cornerstone Shares at the Placement

Price by the Cornerstone Investor in accordance with the
terms of the Cornerstone Subscription Agreement in
connection with the Placement
Cornerstone Subscription
Agreement
The subscription agreement dated 14 October 2015 entered

into between our Company and the Cornerstone Investor to
subscribe for the Cornerstone Shares
Debenture Certificates
The debenture certificates in relation to the Debentures, as

amended or modified from time to time
11
DEFINITIONS
Debentures
The 10.0% unsecured convertible debentures issued by our

Company, details of which are described in the section
entitled Share Capital of this Offer Document, and the term
Debenture shall be construed accordingly
Debenture Conversion
Shares

Debenture Holders who elected (or were deemed to have
elected) the Holding Option upon the conversion of the
principal amount of their outstanding Debentures and
outstanding accrued interest under the terms and conditions
of their Debenture Certificates, as amended or modified from
time to time
Debenture Holder
The holder of a Debenture and the term Debenture Holders

shall be construed accordingly
Directive 8.3
Directive 8.3 issued by the Director General of the Ministry of

Economy of Israel, as revised, restated or updated from time
to time
Director
A director of our Company as at the date of this Offer

Document, unless stated otherwise or the context requires
otherwise
Employment Agreements
The employment agreements entered into between our

Company and each of Todd Dollinger and Steve Rhodes as
described in the section entitled Directors, Management and
Staff Employment Agreements of this Offer Document
Entity at Risk
(a)
Our Company;
(b)
a subsidiary of our Company that is not listed on the

SGX-ST or an approved exchange; or
(c)
an Associated Company that is not listed on the SGX-ST

or an approved exchange, provided that our Group or our
Group and our Interested Person(s), has control over the
Associated Company
EPS
Earnings per Share
Executive Directors
The executive directors of our Company as at the date of this

Executive Officers
The executive officers of our Group as at the date of this Offer

Document, who are also key executives, unless otherwise
stated
12
DEFINITIONS
Final Issuance
The allotment and issuance of the Placement Shares, the

Misgav/Karmiel Consideration Shares, the Debenture
Conversion Shares and the Agtech Employee Consideration
Shares
Full Sponsorship and

Management Agreement
The full sponsorship and management agreement dated 16

November 2015 entered into between our Company and
PPCF pursuant to which PPCF agrees to sponsor and
manage the Listing and the Placement, details of which are
set out in the section entitled General and Statutory
Information Management and Placement Arrangements of
this Offer Document
FY
Financial year ended or, as the case may be, ending

31 December
GST
Goods and Services Tax
Holding Option
One (1) of the options set out in Amendment No. 1 pursuant to

which Debenture Holders were given the option to continue to
hold their Debentures in accordance with the terms of their
respective Debenture Certificates
HY
Half year ended or, as the case may be, ending 30 June
IFRS
International Financial Reporting Standards
Immediate Family
In relation to a person, means the persons spouse, child,

adopted child, step-child, sibling and parent
Incubators Programme or
TIP
The Technological Incubators Programme administered by the

OCS
Independent Directors
The independent, non-executive Directors of our Company as

at the date of this Offer Document, unless otherwise stated
Interested Person
(a)
A director, chief executive officer

Shareholder of our Company; or
(b)
an Associate of any such director, chief executive officer

or Controlling Shareholder
or
Controlling
Interested Person
Transaction
Means a transaction between an Entity at Risk and an

Interested Person
Israel or the State
The State of Israel
13
DEFINITIONS
Israeli Companies Law
The Israeli Companies Law, 5759-1999, as amended,

supplemented or modified from time to time, including any
regulations, orders and rules promulgated thereunder; and
the Israeli Companies Law shall include reference to the
Israeli Companies Ordinance [New Version], 5743-1983 of the
State of Israel, to the extent in effect according to the
provisions thereof
Israeli Securities Law
The Israeli Securities Law, 5728-1968,

supplemented or modified from time to time
June 2015 Equity

Financing Investors
Collectively, the eight (8) investors who were allotted and

issued an aggregate of 925,377 Shares (prior to adjustments
in connection with the allotment and issuance of the Bonus
Shares), representing approximately 1.5% of the post-Final
Issuance share capital of our Company, pursuant to the June
2015 Equity Financing Round
June 2015 Equity

Financing Round
The allotment and issuance of an aggregate of 925,377

Shares by our Company to the June 2015 Equity Financing
Investors in consideration for US$1,488,932
Key Executive
(a)
(b)
as
amended,
in relation to an entity, means an individual who is

employed in an executive capacity by the entity and
who
(i)
makes or participates in making decisions that

affect the whole or a substantial part of the
business of the entity; or
(ii)
has the capacity to make decisions which affect

significantly the entitys financial standing; and
in relation to a group, means an individual who is

employed in an executive capacity by an entity in the
group and who
(i)
makes or participates in making decisions that

affect the whole or a substantial part of the
business of the group; or
(ii)
has the capacity to make decisions which affect

significantly the groups financial standing,
and the term Key Executives shall be construed accordingly
14
DEFINITIONS
Latest Practicable Date
19 October 2015, being the latest practicable date before the

lodgement of this Offer Document with the SGX-ST, acting as
agent on behalf of the Authority
Listing
The listing of our Company and the quotation of our Shares on

Catalist
Listing Manual
The provisions of sections A and B of the listing manual of the

SGX-ST as amended, supplemented or modified from time to
time
LPS
Loss per Share
Market Day
A day on which the SGX-ST is open for trading in securities
Market Research Report
The market research report entitled Israels High-Tech

Industry Overview Final Report October 2015 prepared
by the Market Researcher, as set out in Appendix G of this
Offer Document
Market Researcher
Misgav/Karmiel Call
Option
The call option granted by the Misgav/Karmiel Shareholders

to Trendlines Medical to purchase all of the shares held by
them in Misgav/Karmiel in exchange for the Misgav/Karmiel
Consideration Shares as described in the section entitled
Restructuring Exercise of this Offer Document
Misgav/Karmiel

Misgav/Karmiel Shareholders in consideration for the 169
shares in the capital of Misgav/Karmiel held by them
Misgav/Karmiel
Shareholders
The five (5) minority shareholders of Misgav/Karmiel

(excluding Development Association Gush Segev Ltd.) as at
the date of this Offer Document
Most Valuable Portfolio

Company
The portfolio company that accounted for approximately

48.6% of the aggregate value of our portfolio as at 30 June
2015
NAV
Net asset value
Nominating Committee
The nominating committee of our Company as at the date of

this Offer Document, unless otherwise stated
15
DEFINITIONS
Non-executive Directors
The non-executive Directors of our Company (including the

Independent Directors) as at the date of this Offer Document,
unless otherwise stated
NTA
Net tangible assets
OCS Letter
The letter dated 6 September 2015 from the OCS to inform

that Trendlines Medical was elected as the winning bidder in
the competitive process No. 2/15 conducted by the OCS for
the operation of a technological incubator under peripheral
incubator conditions in national preferred regions in the
district of Acre (Akko)
Octagon/GMP Securities
Compensation Shares
An aggregate of 529,136 new Shares to be allotted and issued

by our Company to Octagon Capital Corporation and GMP
Securities L.P. upon the exercise of the 2014 Compensation
Warrants
October 2014
Compensation Warrants
The 6,767 compensation warrants granted by our Company to

Octagon Capital Corporation on 27 October 2014, details of
which are described in the section entitled Share Capital of
this Offer Document
Old Option Plan
The 2011 Global Incentive Option Scheme
Old Options
The share options granted pursuant to the Old Option Plan
Old Options Grantees
Person(s) who have been granted the Old Options
Offer Document
This offer document dated 16 November 2015 issued by our

Company in respect of the Placement
Official List
The list of issuers maintained by the SGX-ST in relation to

Catalist
Option Shares
The new Shares which may be allotted and issued upon the
exercise of options granted under the Old Option Plan, the
Plan and/or Sub-Plan
Period Under Review
The period comprising FY2012, FY2013, FY2014 and HY2015
Placement
The placement of the Placement Shares by the Placement

Agent on behalf of our Company for subscription at the
Placement Price subject to and on the terms and conditions
set out in this Offer Document
16
DEFINITIONS
Placement Agreement
The placement agreement dated 16 November 2015 entered

into between our Company and PPCF as the Placement Agent
pursuant to which PPCF as the Placement Agent agrees to
procure subscribers for the Placement Shares at the
Placement Price, details of which are set out in the sections
entitled General and Statutory Information Management
and Placement Arrangements of this Offer Document
Placement Price
S$0.33 for each Placement Share
Placement Shares
The 75,760,000 new Shares (including the 21,515,000

Cornerstone Shares) which are the subject of the Placement
Plan or The Trendlines

2015 Share Option Plan
The Trendlines Group Ltd. 2015 Global Share Option Plan
PPCF Shares
The 2,651,600 new Shares allotted and issued by our

Company to PPCF as part of PPCFs management fees as the
Sponsor and Issue Manager
Pre-IPO Investment
The grant of the redeemable convertible loans by the Pre-IPO

Investors to our Company as described in the section entitled
Shareholders of this Offer Document
Pre-IPO Investors
Collectively, Wang Yu Huei, Emerald Global Fund SPC,

Jeremy Lee Sheng Poh, Tommie Goh Thiam Poh, Lim Tiong
Kheng Steven, Global Victory Ltd, Ho Kok Fi John, Tan Sze
Seng, Yeo Khee Seng Benny, Leong Wing Kong, Ramesh S/O
Pritamdas Chandiramani, Tan Shao Ming, Wong Hin Sun,
Eugene, Liew Chee Kong, Chue En Yaw, Delatte Stephane
Yves, Lim Kee Way Irwin and Amos and Daughter
Investments and Properties Ltd.
Pre-IPO New Shares
The 63,869,400 new Shares allotted and issued by our

Company to the Pre-IPO Investors
Pre-IPO Redeemable
Convertible Loan
Agreement
The redeemable convertible loan agreement dated 5 June

2015 entered into between our Company and the Pre-IPO
Investors in respect of the Pre-IPO Investment
R&D
Research and development
17
DEFINITIONS
R&D Law
The Israeli Law for the Encouragement of Industrial Research

and Development, 5744-1984 1 and the regulations, rules and
procedures promulgated thereunder
RCL Converted Shares
The 910,600 new Shares allotted and issued to certain

Debenture Holders, who held in aggregate a principal amount
of CAD$176,466, who had elected to convert their respective
principal amounts and accrued interests owed to them by our
Company under their respective Debentures as at 30 June
2015 into redeemable convertible loans in Singapore dollars
on the terms of the Pre-IPO Redeemable Convertible Loan
Agreement (save for certain sections on, inter alia, conditions
precedent and drawdown, which were excluded)
Relevant Portfolio
Companies
Collectively, Catalyst AgTech Ltd., Endobetix Ltd., Enolog

Wise Technologies Ltd., Fidmi Medical Ltd., LapSpace
Medical Ltd., NeuroQuest Ltd., Valentis Nanotech Ltd. and
ViAqua Therapeutics Ltd., which are portfolio companies in
which our Group, through Trendlines Medical or Trendlines
Agtech, holds more than 50.0% of their issued share capital
as at the date of this Offer Document
Remaining Agtech Shares
All the remaining 12,290 issued shares in the capital of

Trendlines Agtech, representing approximately 4.0% of the
equity interest of Trendlines Agtech, at par value of NIS 0.01
for each Share
Remuneration Committee
The remuneration committee of our Company as at the date of

this Offer Document, unless otherwise stated
Restructuring Exercise
The restructuring exercise undertaken in connection with the

Listing, more fully described in the section entitled
Restructuring Exercise of this Offer Document
Securities Account
The securities account maintained by a Depositor with CDP

but does not include a securities sub-account
Securities and Futures

Act or SFA
The Securities and Futures Act (Chapter 289) of Singapore,

as amended, supplemented or modified from time to time
SFR
The Securities and Futures (Offers of Investments) (Shares

and Debentures) Regulations 2005 of Singapore, as
amended, supplemented or modified from time to time
Pursuant to Amendment No. 7 to the R&D Law as enacted by the Israeli Knesset (that is, the Israeli parliament) on
29 July 2015, The Israeli Law for the Encouragement of Industrial Research and Development, 5744-1984 shall
be re-named The Law for the Encouragement of Industrial Research, Development and Technological Innovation,
5744-1984, with effect as of 1 January 2016. Please refer to the section entitled General Information on our Group
Licences, Permits, Franchises, Approvals, Certifications and Government Regulations of this Offer Document for
more details on Amendment No. 7 to the R&D Law.
18
DEFINITIONS
SGX Application
The application to the SGX-ST for the Relevant Portfolio

Companies to be exempted from being deemed as
subsidiaries of our Company under the Fourth Schedule of the
SFR and from being disclosed as such in accordance with the
Fifth Schedule of the SFR
SGXNET
Singapore Exchange Network, a system network used by

listed companies in sending information and announcements
to the SGX-ST or any other system networks prescribed by
the SGX-ST
Share Increase
The increase of the authorised share capital of our Company

from NIS 1,000,000 consisting of 100,000,000 Shares of NIS
0.01 par value per Share to NIS 15,000,000 consisting of
1,500,000,000 Shares of NIS 0.01 par value per Share
Share(s)
Ordinary share(s) of NIS 0.01 par value per share in the

issued and paid-up capital of our Company
Shareholder(s)
Registered holders of Shares, except where the registered

holder is CDP, the term Shareholder shall, in relation to such
Shares mean the Depositors whose Securities Accounts are
credited with Shares
Singapore Companies Act
The Companies Act (Chapter 50) of Singapore, as amended,

Singapore Take-over
Code
The Singapore Code on Takeovers and Mergers, as amended,

Steve Rhodes
Stephen Louis Rhodes, one (1) of our Chairmen and Chief

Executive Officers
Sub-Plan
The sub-plan to The Trendlines 2015 Share Option Plan
Substantial
Shareholder(s)
Person(s) who have an interest or interests in one (1) or more

voting shares, and the total votes attached to that share or
those shares, represent not less than 5.0% of the total votes
attached to all the voting shares in our Company
Tmura Shares
The 375,168 new Shares to be allotted and issued by our

Company to Tmura upon the exercise of the Tmura Warrant,
subject to adjustments upon the occurrence of certain events
19
DEFINITIONS
Tmura Warrant
The warrant granted by our Company to Tmura on 11 June

2014 for the purchase of 46,896 Shares prior to adjustments
in connection with the allotment and issuance of the Bonus
Shares, details of which are described in the section entitled
Share Capital of this Offer Document
Todd Dollinger
David Todd Dollinger, one (1) of our Chairmen and Chief

Executive Officers
Unrelated Third Party
A party who is not an Associate of our Directors, Executive

Officers, Controlling Shareholder and/or Substantial
Shareholder, and the term Unrelated Third Parties shall be
construed accordingly
US
United States of America
VC
Venture capital
Selected Warrant Holders
GMP Securities L.P. which holds 17.10 April 2014

Compensation Warrants and Tmura which holds the Tmura
Warrant
Currencies, Units and Others

CAD$
Canadian dollars
EUR
Euro
NIS
New Israeli Shekels
S$ and cents
Singapore dollars and cents respectively
US$ or US Dollar and

US cents
United States dollars and cents respectively
% or per cent.
Per centum
sq m
Square metre
Any capitalised terms relating to The Trendlines 2015 Share Option Plan and the Sub-Plan which
are not defined in this section of this Offer Document shall have the meanings ascribed to them
as stated in the sections entitled Appendix I Rules of The Trendlines 2015 Share Option Plan
and Appendix J Rules of the Sub-Plan of this Offer Document respectively.
The expression related corporation shall have the meanings ascribed to it in the SFA, the SFR,
the Singapore Companies Act and/or the Catalist Rules, as the case may be.
20
DEFINITIONS
The expressions Depositor, Depository Agent and Depository Register shall have the
meanings ascribed to them respectively in Section 130A of the Singapore Companies Act.
References in this Offer Document to Appendix or Appendices are references to an appendix or
appendices respectively to this Offer Document.
Any discrepancies in tables included herein between the total sum of amounts listed and the totals
thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons shall include corporations.
The word including means including without limiting the generality of any description preceding
such terms and shall be deemed to be followed by the phrase without limitation.
Any reference in this Offer Document and the Application Forms to any statue or enactment is a
reference to that statue or enactment as for the time being amended or re-enacted.
Any word defined under the Singapore Companies Act, the SFA, SFR or any statutory modification
thereof and used in this Offer Document and the Application Forms shall, where applicable, have
the meaning ascribed to it under the Singapore Companies Act, the SFA, SFR or any statutory
modification thereto, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to you
includes allotment to CDP for your account.
Any reference to a time of day in this Offer Document and the Application Forms is a reference to
Singapore time unless otherwise stated.
Any reference in this Offer Document to we, our, us or their other grammatical variations is
a reference to our Company, or our Group, or any member of our Group, as the context requires.
Unless indicated otherwise, all information in this Offer Document assumes that the Old Options,
the Tmura Warrant and the 2014 Compensation Warrants have not been exercised.
Unless indicated otherwise, all information in this Offer Document is presented on the basis of our
Group.
21
GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of the business of our Group, the following glossary provides
a description (which should not be treated as being definitive of their meanings) of some of the
technical terms and abbreviations commonly used in our industry and business. The terms and
abbreviations and their assigned meanings may not correspond to standard industry or common
meanings or usage of these terms.
Aquaculture
The rearing of aquatic animals or the cultivation of aquatic

plants
Bariatric
The branch of medicine that deals with the causes, prevention

and treatment of obesity
Hydrophilic Polymer
A polymer which dissolves in, or is swollen by, water
Idiopathic
Any disease or condition that arises spontaneously or for

which the cause is unknown
Intubation
The insertion of a cannula or tube into a hollow body organ
Laparoscopic Surgery
Surgery conducted through small holes, usually in the

abdominal region, with the aid of a camera
Scoliosis
A medical condition in which a persons spine is curved from

side to side
Trocar
A surgical instrument fitted with a tube that functions as a

portal for Laparoscopic Surgery
Ventricular
A ventricle (of the heart or brain)
22
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by us or our Directors, Executive Officers or employees acting on
our behalf, that are not statements of historical fact, constitute forward-looking statements. You
can identify some of these forward-looking statements by terms such as expects, believes,
plans, intends, estimates, anticipates, may, will, would and could or similar words.
However, you should note that these words or phrases are not the exclusive means of identifying
forward-looking statements. All statements regarding our expected financial position, business
strategies, plans and prospects are forward-looking statements.
These forward-looking statements, including without limitation, statements as to:
(a)
our revenue and profitability;
(b)
trends in demand and costs;
(c)
expected industry prospects and trends;
(d)
planned strategy and anticipated expansion plans; and
(e)
any other matters discussed in this Offer Document regarding matters that are not historical
fact,
are only predictions. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expected,
expressed or implied by these forward-looking statements. These risks, uncertainties and other
factors include, inter alia, the following:
(i)
our dependency on the realisation of our investments in our portfolio companies for our
operating cash flow;
(ii)
valuation of our portfolio companies involves uncertainties and determinations based on

judgement and such valuations are highly susceptible to frequent fluctuations;
(iii) the value of our portfolio may be dependent on a small number of portfolio companies;
(iv) the risk that our incubator franchises for Trendlines Medical and/or Trendlines Agtech will not
be renewed or that the renewed incubator franchises for Trendlines Medical and/or
Trendlines Agtech will be terminated;
(v)
cutbacks (if any) in the OCS budget may negatively impact the availability of government
funding for our Subsidiaries and our portfolio companies;
(vi) changes in political, social and economic conditions, the regulatory environment, laws and
regulations and interpretation thereof in the jurisdictions where we conduct business or
expect to conduct business;
(vii) foreign exchange risks and interest rate fluctuations;
(viii) the risk that we may be unable to realise our anticipated growth strategies and expected
internal growth;
23
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENT

((ix) changes in competitive conditions and our ability to compete under such conditions;
(x)
dependency on key personnel;
(xi) changes in our future capital needs and the availability of financing and capital to fund such
needs; and
(xii) other factors beyond our control.
Some of these risk factors are discussed in greater detail in this Offer Document, in particular, but
not limited to, the discussions under the sections entitled Risk Factors and Management
Discussion and Analysis of Results of Operations and Financial Position of this Offer Document.
All forward-looking statements by or attributable to us, or persons acting on our behalf, contained
in this Offer Document are expressly qualified in their entirety by such factors. These forwardlooking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the
forward-looking statements in this Offer Document, undue reliance must not be placed on these
statements. Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any
other person represents or warrants that our Groups actual future results, performance or
achievements will be as discussed in those statements.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. We and the Sponsor, Issue Manager and
Placement Agent disclaim any responsibility to update any of those forward-looking statements or
publicly announce any revisions to those forward-looking statements to reflect future
developments, events or circumstances, even if new information becomes available or other
events occur in the future. We are, however, subject to the provisions of the SFA and the Catalist
Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the
Offer Document is registered by the SGX-ST, acting as agent on behalf of the Authority, but before
the close of the Placement, we become aware of:
(a)
a false or misleading statement or matter in the Offer Document;
(b)
an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA; or
(c)
a new circumstance that (i) has arisen since the Offer Document was lodged with the
SGX-ST, acting as agent on behalf of the Authority; and (ii) would have been required by
Section 243 of the SFA to be included in the Offer Document, if it had arisen before the Offer
Document was lodged,
and that is materially adverse from the point of view of an investor, we may lodge a supplementary
or replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
24
INFORMATION ON OUR PORTFOLIO COMPANIES AND

MARKET AND INDUSTRY INFORMATION
Information in this Offer Document in relation to our portfolio investments is derived from the
actual knowledge and belief of our Companys management based on our relationship with our
portfolio companies. While we believe that such information is accurate, none of our portfolio
companies, or any of their officers or directors, has represented or warranted to us or to the
investors in the Placement that the information relating to our respective portfolio companies
contained herein is accurate and complete.
We have obtained data and information in respect of the high-tech industry in Israel from the
Market Research Report provided by the Market Researcher. The Market Researcher has advised
that the data and the information contained herein is drawn from our Companys information,
primary and secondary data, estimates and forecasts and other trade, statistical sources and
other sources. The Market Researcher does not hold any kind of rights to the sources that appear
in the references that are set out in the Market Research Report. The Market Research Report
includes certain statements provided by our Company with respect to the high-tech industry. Such
statements are based on estimates and assumptions of our Company that are subject to
significant economic competitive uncertainties beyond the control of our Company. In connection
therewith, the Market Researcher has advised that: (i) certain information specified in the Market
Research Report was derived from estimates and subjective judgements; (ii) the information in the
Market Research Report may differ from any other public information; (iii) whilst the Market
Researcher has taken reasonable care in the compilation of the information and data and believes
it to be accurate and correct, data compilation is subject to limited audit and validation procedures
and may accordingly contain errors; (iv) the Market Researcher, its agents, officers and
employees do not accept liability (save for statutory liabilities under Sections 253 and 254 of the
SFA) for any loss suffered in consequence of reliance on such information or in any other manner;
and (v) the provision of these data does not obviate the need to make appropriate further
enquiries. In addition, the Market Researcher makes no representation or warranty with respect
to the statements and there can be no assurance that the future results can be realised or that
actual results will not be materially different from those projected.
While the Market Researcher has provided its consent to the inclusion of its name and all
references thereto and the Market Research Report in the form and context in which they are
included in this Offer Document, the Market Researcher has not provided its consent to the
inclusion of the information extracted from the Market Research Report as set out in the sections
entitled Prospects, Business Strategies and Future Plans Industry Overview and Prospects,
Business Strategies and Future Plans Prospects of this Offer Document, and is therefore not
liable for such information under Sections 253 and 254 of the SFA. While we and the Sponsor,
Issue Manager and Placement Agent have taken reasonable steps to ensure that the information
from the Market Research Report is reproduced in its proper form and context, and that the
information is extracted accurately and fairly from the Market Research Report, none of us and the
Sponsor, Issue Manager and Placement Agent or any of our/their respective affiliates or advisors
have conducted an independent review of the information contained in the Market Research
Report or verified the accuracy or completeness of such information. Please refer to the section
entitled Appendix G Market Research Report of this Offer Document for the full text of the
Market Research Report.
This Offer Document also includes market data, industry data and forecasts that have been
obtained from surveys, reports and studies, where appropriate, as well as market research,
publicly available information and industry publications. Such surveys, reports, studies, market
25
INFORMATION ON OUR PORTFOLIO COMPANIES AND

MARKET AND INDUSTRY INFORMATION
research, publicly available information and industry publications generally state that the
information that they contain has been obtained from sources believed to be reliable but there can
be no assurance as to the accuracy or completeness of such included information.
While we believe that the information on our portfolio companies, the Market Research Report,
surveys, reports, studies, market research, publicly available information and industry
publications are reliable, we cannot ensure the accuracy of the information or data, and neither
our Group nor the Sponsor, Issue Manager and Placement Agent nor any of our/their respective
affiliates or advisors have independently verified such information and data and make no
representation regarding the accuracy and completeness of such data and information. Investors
should note the restrictions in respect of the information on our portfolio companies, the Market
Research Report, surveys, reports, studies, market research, publicly available information and
industry publications. You should also be aware that since the date of this Offer Document (or any
date as otherwise indicated) there may have been changes to the information on our portfolio
companies, the Market Research Report, surveys, reports, studies, market research, publicly
available information and industry publications which could affect the accuracy or completeness
of such data and information in this Offer Document.
26
SELLING RESTRICTIONS
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation
or invitation. No action has been or will be taken under the requirements of the legislation or
regulations of, or of the legal or regulatory requirements of any jurisdiction, except for the
lodgement and/or registration of this Offer Document in Singapore in order to permit an offering
of our Placement Shares and the distribution of this Offer Document in Singapore. The distribution
of this Offer Document and the offering of our Placement Shares in certain jurisdictions may be
restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this
Offer Document are required by us and the Sponsor, Issue Manager and Placement Agent to
inform themselves about, and to observe and comply with, any such restrictions at their own
expense and without liability to us and the Sponsor, Issue Manager and Placement Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other
person, reproduce or otherwise distribute this Offer Document or any information herein for any
purpose whatsoever nor permit or cause the same to occur.
Israel
This Offer Document does not constitute a prospectus under the Israeli Securities Law and has
not been filed with or approved by the ISA. The ISA has not reviewed, passed on, made any
finding or determination as to this Offer Document, the merits of the purchase of our Shares, an
investment in our Company or otherwise in connection with the Placement, nor has the ISA made
any recommendation or endorsement with respect to the Placement Shares or the offering
thereof. To the extent that the offer of the Placement Shares is made in the State of Israel, the offer
is only addressed to and the Placement Shares may be sold only to persons who qualify as one
(1) of the types of investors listed in the First Addendum to the Israeli Securities Law (the
Addendum) which include joint investment in trust funds, provident funds, insurance
companies, banks (purchasing for their own account or for the accounts of their clients who are
investors listed in the Addendum), portfolio managers (purchasing for their own account or for the
accounts of their clients who are investors listed in the Addendum), investment advisors
(purchasing for their own account), members of the TASE (purchasing for their own account or for
the accounts of their clients who are investors listed in the Addendum), underwriters (purchasing
for their own account), venture capital funds, corporate entities wholly owned by investors listed
in the Addendum, corporations with equity in excess of NIS 50 million and qualified individuals
(purchasing for their own account), each as defined in the Addendum (as it may be amended from
time to time), collectively referred to as qualified investors. Qualified investors may be required to
submit a written confirmation that they fall within the scope of the Addendum, before making any
purchase of the Placement Shares.
27
DETAILS OF THE PLACEMENT

LISTING ON CATALIST
A copy of this Offer Document has been lodged with and registered by the SGX-ST, acting as
agent on behalf of the Authority. The registration of this Offer Document by the SGX-ST, acting as
agent on behalf of the Authority, does not imply that the SFA, the Catalist Rules or any other legal
or regulatory requirements, have been complied with. The SGX-ST, acting as agent on behalf of
the Authority, has not, in any way, considered the merits of the Placement Shares (including the
Cornerstone Shares) for investment. We have not lodged this Offer Document in any other
jurisdiction.
An application has been made to the SGX-ST for permission to deal in, and for the listing and
quotation of, all our Shares already issued (including the Pre-IPO New Shares, the RCL
Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone
Shares) which are the subject of the Placement, the Debenture Conversion Shares, the
Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration Shares, the
Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option Shares on
Catalist. Such permission will be granted when we have been admitted to the Official List of
Catalist. Our acceptance of applications will be conditional upon, inter alia, the issue of the
Placement Shares (including the Cornerstone Shares) and upon permission being granted by the
SGX-ST for the listing and quotation of, all of our existing issued Shares (including the Pre-IPO
New Shares, the RCL Converted Shares and the PPCF Shares), the Placement Shares (including
the Cornerstone Shares), the Debenture Conversion Shares, the Misgav/Karmiel Consideration
Shares, the Agtech Employee Consideration Shares, the Octagon/GMP Securities Compensation
Shares, the Tmura Shares and the Option Shares on Catalist. If the admission, listing and trading
of our Shares do not occur or the said permission is not granted for any reason, monies paid in
respect of any application accepted will be returned, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk, and the applicant will not have any
claim whatsoever against us and the Sponsor, Issue Manager and Placement Agent.
No Shares will be allotted on the basis of this Offer Document later than six (6) months after the
date of registration of this Offer Document by the SGX-ST, acting as agent on behalf of the
Authority.
established companies listed on the Main Board of the SGX-ST. In particular, companies may list
on Catalist without a track record of profitability and there is no assurance that there will be a liquid
market in the shares or units of shares traded on Catalist. You should be aware of the risks of
investing in such companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer
Document. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of
this Offer Document, including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The SGX-ST does not normally review the application
for admission to Catalist but relies on the Sponsor to confirm that our Company is suitable to be
listed and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has, in any way,
considered the merits of the Placement Shares (including the Cornerstone Shares) being offered
for investment.
Admission to the Official List of Catalist is not to be taken as an indication of the merits of the
Placement, our Company, our Subsidiaries, our Associated Companies, all our Shares already
issued (including the Pre-IPO New Shares, the RCL Converted Shares and the PPCF Shares), the
Placement Shares (including the Cornerstone Shares) which are the subject of the Placement, the
28

Debenture Conversion Shares, the Misgav/Karmiel Consideration Shares, the Agtech Employee
Consideration Shares, the Octagon/GMP Securities Compensation Shares, the Tmura Shares or
the Option Shares.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure.
In particular, if after the registration of this Offer Document, but before the close of the Placement,
we become aware of:
(a)
a false or misleading statement or matter in the Offer Document;
(b)
an omission from the Offer Document of any information that should have been included in
it under Section 243 of the SFA or under the Catalist Rules; or
(c)
a new circumstance that has arisen since the Offer Document was lodged with the SGX-ST,
acting as agent on behalf of the Authority, and which would have been required by Section
243 of the SFA and the Catalist Rules to be included in the Offer Document if it had arisen
before this Offer Document was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST, acting as agent on behalf of the Authority.
In the event that a supplementary or replacement offer document is lodged with the SGX-ST,
acting as agent on behalf of the Authority, the Placement shall be kept open for at least 14 days
after the lodgement of such supplementary or replacement offer document.
Where prior to the lodgement of the supplementary or replacement offer document, applications
have been made under this Offer Document to subscribe for the Placement Shares and:
(a)
where the Placement Shares have not been issued to the applicants, our Company shall
either:
(i)
(A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to withdraw their applications; and (B) take all reasonable steps to make available
within a reasonable period the supplementary or replacement offer document, as the
case may be, to applicants who have indicated that they wish to obtain, or have
arranged to receive, a copy of the supplementary or replacement offer document;
(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give applicants the supplementary or replacement offer document, as
the case may be, and provide applicants with an option to withdraw their applications;
or
(iii) (A) treat the applications as withdrawn and cancelled, in which case the applications
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of any application, without interest or any share of revenue or
other benefit arising therefrom and at the applicants own risk; or
29

(b)
where the Placement Shares have been issued to the applicants, our Company shall either:
(i)
of lodgement of the supplementary or replacement offer document, give applicants
notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or
replacement offer document, as the case may be, and provide applicants with an option
to return to us the Placement Shares which they do not wish to retain title in; and (B)
take all reasonable steps to make available within a reasonable period the
supplementary or replacement offer document, as the case may be, to applicants who
have indicated that they wish to obtain, or have arranged to receive, a copy of the
supplementary or replacement offer document; or
(ii)
within seven (7) days from the date of lodgement of the supplementary or replacement
offer document, give the applicants the supplementary or replacement offer document,
as the case may be, and provide the applicants with an option to return to us the
Placement Shares, which they do not wish to retain title in.
Any applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his
application shall, within 14 days from the date of lodgement of the supplementary or replacement
offer document, notify us of this, whereupon we shall, within seven (7) days from the receipt of
such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent.
An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares to us, whereupon we shall, within
seven (7) days from the receipt of such notification and documents, if any, pay to him all monies
paid by him to us for those Placement Shares, without interest or any share of revenue or other
benefit arising therefrom and at his own risk, and he will not have any claim against us and the
Sponsor, Issue Manager and Placement Agent, provided however, that such monies shall be
returned to the applicant subject to and against the return or transfer of the Placement Shares
within such 14 day period free from and clear of any liens, pledges, encumbrances or other third
party rights to our Company or in accordance with the instructions set out in the notice (as referred
to in paragraph b(i)), or the supplementary or replacement offer document, as the case may be,
and our Company shall, at our discretion, act with respect to and dispose of the Placement
Shares, in such manner as may be permitted by the applicable laws.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order
(the Stop Order) to our Company, directing that no Shares or no further Shares to which this
Offer Document relates, be allotted or issued. Such circumstances will include a situation where
this Offer Document (i) contains any statement or matter which, in the Authoritys opinion, is false
or misleading, (ii) omits any information that should have been included in it under the SFA, or (iii)
does not, in the Authoritys opinion, comply with the requirements of the SFA, or (iv) the Authority
is of the opinion that it is in the public interest to do so.
30

In the event that the Authority issues a Stop Order and applications to subscribe for the Placement
Shares have been made prior to the Stop Order, then:
(a)
where the Placement Shares have not been issued to the applicants, the applications for the
Placement Shares shall be deemed to have been withdrawn and cancelled and our Company
shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the
applicants have paid on account of their application for the Placement Shares; or
(b)
where the Placement Shares have been issued to the applicants, our Company shall, within
14 days from the date of the Stop Order, pay to the applicants all monies paid by them to us
for the Placement Shares.
Such monies paid in respect of an application will be returned to the applicants at their own risk,
without interest or any share of revenue or other benefit arising therefrom, and they will not have
any claims against our Company and the Sponsor, Issue Manager and Placement Agent, provided
however, that such monies shall be returned to the applicant subject to and against the return or
transfer of the Placement Shares within such 14 day period free from and clear of any liens,
pledges, encumbrances or other third party rights to our Company or in accordance with our
Companys instructions in relation to the returns of such monies or return or transfer of the
Placement Shares, and our Company shall, at our discretion, act with respect to and dispose of
the Placement Shares, in such manner as may be permitted by the applicable laws.
This Offer Document has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after making all reasonable enquiries, that to the best of their knowledge
and belief, this Offer Document constitutes full and true disclosure of all material facts about the
Placement, our Company and our Subsidiaries, and our Directors are not aware of any facts the
omission of which would make any statement in this Offer Document misleading. Where
information in this Offer Document has been extracted from published or otherwise publicly
available sources or obtained from a named source, the sole responsibility of our Directors has
been to ensure that such information has been accurately and correctly extracted from these
sources and/or reproduced in this Offer Document in its proper form and context.
Neither our Company, the Sponsor, Issue Manager and Placement Agent nor any other parties
involved in the Placement is making any representation to any person regarding the legality of an
investment by such person under any investment or other laws or regulations. No information in
this Offer Document should be considered as being business, legal or tax advice regarding an
investment in our Shares. Each prospective investor should consult his own professional or other
advisers for business, legal or tax advice regarding an investment in our Shares.
No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Placement and, if given or made, such
information or representation must not be relied upon as having been authorised by us or the
Sponsor, Issue Manager and Placement Agent. Neither the delivery of this Offer Document and
the Application Forms nor any documents relating to the Placement, nor the Placement shall,
under any circumstances, constitute a continuing representation or create any suggestion or
implication that there has been no change or development reasonably likely to create any change
in our affairs, conditions or prospects, or the Placement Shares or in the statements of fact or
information contained in this Offer Document since the date of this Offer Document. Where such
changes occur and are material or are required to be disclosed by law, the SGX-ST and/or any
other regulatory or supervisory body or agency, we may make an announcement of the same to
the SGX-ST and/or the Authority and the public and if required, we may lodge a supplementary or
31

replacement offer document with the SGX-ST, acting as agent on behalf of the Authority, and will
comply with the requirements of the SFA and/or any other requirements of the SGX-ST and/or
Authority. All applicants should take note of any such announcements, or supplementary or
replacement offer document and, upon the release of such an announcement, or supplementary
or replacement offer document, shall be deemed to have notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a
promise or representation as to our future performance or policies. The Placement Shares are
offered for subscription solely on the basis of the information contained and representations made
in this Offer Document.
This Offer Document has been prepared solely for the purpose of the Placement and may not be
relied upon by any other persons other than the applicants in connection with their application for
the Placement Shares or for any other purposes.
This Offer Document does not constitute an offer, solicitation or invitation of the Placement
Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
unauthorised nor does it constitute an offer, solicitation or invitation to any person to
whom it is unlawful to make such offer, solicitation or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability during office hours, from:
16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318
A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Placement will open from 16 November 2015 immediately upon the registration of this
Offer Document by the SGX-ST, acting as agent on behalf of the Authority (the
Registration) to 24 November 2015.
The Application List will open immediately upon the Registration on 16 November 2015 and
will remain open until 12.00 noon on 24 November 2015 or for such further period or periods
as our Directors may, in consultation with the Sponsor, Issue Manager and Placement
Agent, in their absolute discretion decide, subject to any limitation under all applicable
laws and regulations. In the event a supplementary offer document or a replacement offer
document is lodged with the SGX-ST, acting as agent on behalf of the Authority, the
Application List will remain open for at least 14 days after the lodgement of the
supplementary or replacement offer document.
Details of the procedures for application of the Placement Shares are set out in Appendix
K Terms, Conditions and Procedures for Application and Acceptance of this Offer
Document.
32

INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of our Shares is set out below:
Indicative date/time
Event
16 November 2015
(immediately upon Registration)
Open of Placement
24 November 2015 at 12.00 noon
Close of Application List
26 November 2015 at 9.00 a.m.
Commence trading on a ready basis
1 December 2015
Settlement date for all trades done on a ready basis
The above timetable is indicative only as it assumes that the date of closing of the Application List
will be on 24 November 2015, the date of admission of our Company to the Official List of Catalist
will be on 26 November 2015, the shareholding spread requirement will be complied with and the
Placement Shares will be issued and fully paid-up prior to 26 November 2015. The actual date on
which our Shares will commence trading on a ready basis will be announced when it is confirmed
by the SGX-ST.
The above timetable and procedures may be subject to such modification(s) as the SGX-ST may,
in its absolute discretion, decide, including the commencement of trading on a ready basis.
In the event of any changes in the closure of the Application List or the time period during which
the Placement is open, we will publicly announce the same:
(i)
through a SGXNET announcement to be posted on the Internet at the SGX-ST website

http://www.sgx.com; and
(ii)
in a local newspaper(s) in Singapore.
We will publicly announce the level of subscription and the results of the distribution of the
Placement Shares pursuant to the Placement, as soon as it is practicable after the close of the
Application List through channels in (i) and (ii) above.
You should consult the SGX-STs announcement on the ready trading date released on
the internet (at the SGX-ST website http://www.sgx.com), or the newspapers or check with
your brokers on the date on which trading on a ready basis will commence.
33
PLAN OF DISTRIBUTION
The Placement
The Placement is for 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares)
offered to investors, including institutional and other investors in Singapore, and the Listing is
managed and sponsored by PPCF.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us, in consultation with the Sponsor, Issue Manager and Placement Agent, taking
into consideration, inter alia, prevailing market conditions and the estimated market demand for
the Placement Shares determined through a book-building process. The Placement Price is the
same for all Placement Shares and is payable in full on application.
Pursuant to the Full Sponsorship and Management Agreement entered into between us and
PPCF, details of which are set out in the section entitled General and Statutory Information
Management and Placement Arrangements of this Offer Document, our Company has appointed
PPCF to manage and to act as full sponsor for the Listing. PPCF will receive a management fee
for its services rendered in connection with the Placement.
The Placement Shares are made available to members of the public in Singapore and institutional
investors who may apply through their brokers or financial institutions by way of the Application
Forms. Applications for the Placement Shares may only be made by way of printed Application
Forms as described in Appendix K Terms, Conditions and Procedures for Application and
Acceptance of this Offer Document or directly through the Sponsor, Issue Manager and
Placement Agent and/or the sub-placement agent(s), who will determine, at their discretion, the
manner and method for applications under the Placement.
Pursuant to the Placement Agreement entered into between us and the Placement Agent as set
out in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, our Company has appointed PPCF as the Placement
Agent and PPCF has agreed to procure subscriptions for the Placement Shares for a commission
of 4.5% of the Placement Price, payable by us, for the total number of Placement Shares
successfully subscribed for. Subject to any applicable laws and regulations, our Company agrees
that the Placement Agent shall be at liberty at its own expense to appoint one (1) or more
sub-placement agents under the Placement Agreement upon such terms and conditions as the
Placement Agent may deem fit.
In connection with the Placement, the Cornerstone Investor has entered into the Cornerstone
Subscription Agreement with our Company to subscribe for 21,515,000 Cornerstone Shares at the
Placement Price, conditional upon, inter alia, (i) the registration of this Offer Document by the
SGX-ST, acting as agent on behalf of the Authority; (ii) the entering into of the Placement
Agreement and such Placement Agreement having become unconditional (in accordance with its
terms or as subsequently waived or varied by agreement of the parties) by no later than the time
and date as specified or as subsequently waived or varied by agreement of the parties; and (iii)
the Placement Agreement not having been terminated or lapsed in accordance with the terms
therein. The Cornerstone Subscription is conditional upon the Placement. The Placement is,
however, not conditional on the completion of the Cornerstone Subscription.
Subscribers of the Placement Shares may be required to pay brokerage or selling commission of
up to 1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement
Agent or any sub-placement agent that may be appointed by the Placement Agent.
34
The Cornerstone Investor may be required to pay brokerage of up to 0.5% of the Placement Price
(and the prevailing GST thereon, if applicable) on all the Cornerstone Shares to the Placement
To the best of our knowledge and belief, none of our Directors, Controlling Shareholder or
Substantial Shareholder intends to subscribe for the Placement Shares pursuant to the
Placement. As far as we are aware, none of the members of our Companys management or
employees intends to subscribe for more than 5.0% of the Placement Shares in the Placement.
The Cornerstone Investor will subscribe for 21,515,000 Cornerstone Shares which represent
approximately 28.4% of the Placement Shares. Save as disclosed, to the best of our knowledge
and belief, as at the date of this Offer Document, we are not aware of any person who intends to
subscribe for more than 5.0% of the Placement Shares in the Placement. However, through a
book-building process to assess market demand for our Shares, there may be person(s) who may
indicate an interest to subscribe for Shares amounting to more than 5.0% of the Placement
Shares. If such person(s) were to make an application for more than 5.0% of the Placement
Shares pursuant to the Placement and are subsequently allotted such number of Shares, we will
make the necessary announcements at an appropriate time. The final allotment of Shares will be
in accordance with the shareholding spread and distribution guidelines as set out in Rule 406 of
the Catalist Rules.
No Shares shall be issued and allotted on the basis of this Offer Document later than six (6)
months after the date of registration of this Offer Document by the SGX-ST, acting as agent on
behalf of the Authority.
The Debenture Conversion Shares
On 30 April 2014, our Company completed a brokered private placement offering of 10.0%
unsecured convertible debentures with an aggregate principal amount of CAD$2,316,000.
Pursuant to Amendment No. 1 to the Debenture Certificates, the holders of outstanding
Debentures were entitled to elect one (1) of the following options within a period of 14 days after
our Company provides notice in relation to the completion of the Pre-IPO Investment, namely (a)
to convert the principal amount and accrued interest of their Debentures owed to them by our
Company as at 30 June 2015 into Shares; (b) to amend the Debentures to reflect the terms of the
Pre-IPO Investment (save for certain sections on, inter alia, conditions precedent and drawdown,
which have been excluded (RCL Excluded Sections)) (Amending Option); (c) to obtain full
repayment of the principal amounts and accrued interests owed to them by our Company as at 30
June 2015 under their Debentures; or (d) the Holding Option (and Debenture Holders who did not
respond within the aforesaid 14 day period were deemed to have elected the Holding Option).
In this connection, certain Debenture Holders who hold in aggregate a principal amount of
CAD$390,201 elected (or were deemed to have elected) the Holding Option. Pursuant to the
Debenture Certificates, the Placement will constitute an IPO and the principal amount of
outstanding Debentures and outstanding accrued interest will automatically convert into Shares
upon the completion of an IPO. The Placement is, however, not conditional upon such conversion.
To this end, the principal amount of outstanding Debentures and outstanding accrued interest
thereon of the Debenture Holders who elected (or were deemed to have elected) the Holding
Option will be automatically converted into 1,599,800 Debenture Conversion Shares at a
conversion price of S$0.264 for each new Share (representing a discount of 20.0% to the
Placement Price), immediately prior to or contemporaneously with the completion of the
Placement.
35
Please refer to the section entitled Share Capital of this Offer Document for more details.
The Misgav/Karmiel Consideration Shares
Each of the Misgav/Karmiel Shareholders has entered into separate put/call option agreements
with our Company, Misgav/Karmiel and Trendlines Medical in 2007, pursuant to which the
Misgav/Karmiel Shareholders granted Trendlines Medical the Misgav/Karmiel Call Option. Under
the terms and subject to the conditions of these put/call option agreements, the completion of the
Misgav/Karmiel Call Option is conditional upon the completion of the Placement and will take
place immediately prior to or contemporaneously with the completion of the Placement. The
Placement is, however, not conditional on the completion of the Misgav/Karmiel Call Option.
Trendlines Medical intends to exercise the Misgav/Karmiel Call Option prior to the completion of
the Placement. Please refer to the section entitled Share Capital of this Offer Document for more
details.
The Agtech Employee Consideration Shares
Pursuant to the Agtech Employee Share Exchange Agreement, subject to the satisfaction of the
Agtech Employee Conditions Precedent (including the Agtech Employee IPO Condition), our
Company intends to purchase all the Remaining Agtech Shares held by the Trustee (Agtech
Employee Acquisition) in exchange for the allotment and issuance of the Agtech Employee
Consideration Shares, credited as fully paid-up.
As at the date of this Offer Document, the Agtech Employee Conditions Precedent have not been
satisfied. Our Company, Trendlines Agtech and the Trustee intend to complete the Agtech
Employee Acquisition upon the satisfaction of the Agtech Employee Conditions Precedent.
Assuming that all the Agtech Employee Conditions Precedent (including the Agtech Employee IPO
Condition) are satisfied prior to the completion of the Placement, our Company, Trendlines Agtech
and the Trustee will proceed to complete the Agtech Employee Acquisition, pursuant to which the
allotment and issuance of the Agtech Employee Consideration Shares will take place immediately
prior to or contemporaneously with the completion of the Placement. The Placement is, however,
not conditional on the completion of the Agtech Employee Acquisition. Please refer to the section
entitled Restructuring Exercise of this Offer Document for more details.
Interests of the Sponsor, Issue Manager and Placement Agent and the Financial Adviser to
our Company in Israel
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, or any other financial adviser in relation
to the Placement, save as disclosed below and in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on the Catalist;
36
(c)
pursuant to the Full Sponsorship and Management Agreement and as part of PPCFs fees as
the Sponsor and Issue Manager, our Company allotted and issued 2,651,600 PPCF Shares
at the Placement Price to PPCF representing 0.6% of the issued and paid-up share capital
of our Company immediately prior to the Placement. After the expiry of the relevant
moratorium period as set out in the section entitled Shareholders Moratorium of this Offer
Document, PPCF may dispose its shareholding interest in our Company at its discretion; and
(d)
CLAL Finance is the Financial Adviser to our Company in Israel.
37
OFFER DOCUMENT SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed
information (including the notes thereto) appearing elsewhere in this Offer Document. Terms
defined elsewhere in this Offer Document have the same meaning when used herein. In addition
to this summary, you should carefully consider all the information presented in this Offer
Document, especially the section entitled Risk Factors of this Offer Document, before deciding
to invest in our Shares.
OUR COMPANY
Our Company was incorporated on 1 May 2007 as a private company limited by shares under the
Israeli Companies Law, under the name of T.I.F. Ventures Ltd., and was subsequently renamed
The Trendlines Group Ltd. on 16 July 2008.
OUR BUSINESS
Our Group is focused on developing technology-based companies in the medical and agricultural
fields. We create and develop companies in accordance with our mission to improve the human
condition. To this end, we discover, invest in, incubate and provide services to life sciences
companies in the fields of medical and agricultural technologies. As at the Latest Practicable Date,
all of our portfolio companies are based in Israel.
From the time of investment, we are involved in many aspects of our portfolio companies from
technology development to business building. We provide a range of services to our portfolio
companies during their first years following our initial investment such as (i) technology support
which includes R&D; (ii) business, market and commercialisation strategy and support; (iii)
funding strategy; (iv) financial support and business development; and (v) marketing
communications support.
Our focus is on creating and developing medical and agricultural technology companies with a
view toward a successful exit in the marketplace. Exits may include sales such as merger and
acquisition transactions, listing on public stock exchanges and other dispositions of our holdings.
We also have our own internal innovation centre, Trendlines Labs, where we engage in R&D
activities to create new technologies, either as principal or in collaboration with global and local
companies and partners, to address unmet market needs.
We operate principally through our two (2) operating Subsidiaries, namely, Trendlines Medical and
Trendlines Agtech, as well as through our own internal innovation centre, Trendlines Labs.
Trendlines Medical is a technology incubator that was established in 1995 (notwithstanding, its
actual operations began in 1992 through the operations of its subsidiary, Misgav/Karmiel), and
which we acquired control of in 2007. Trendlines Medical focuses on the discovery and
development of novel and disruptive medical devices and technologies.
Trendlines Agtech is a technology incubator that was established in 1992, and which we acquired
control of in 2007. In 2011, Trendlines Agtech began to focus on the discovery and development
of new agricultural and food technologies. Since then, new portfolio companies established by
Trendlines Agtech have focused on addressing a wide range of agricultural needs, in particular,
on increasing food yields and reducing costs with an emphasis on sustainability.
38

Trendlines Labs was established as a business unit of our Company in 2011 to invent and develop
technologies for sale or licensing to others or for transfer to our incubators for further development
and commercialisation.
Please refer to the section entitled General Information on Our Group Business Overview of
this Offer Document for more details.
SUMMARY OF OUR FINANCIAL INFORMATION
The following summary financial information should be read in conjunction with the full text of this
Offer Document, including the sections entitled Selected Consolidated Financial Information and
Managements Discussion and Analysis of Results of Operations and Financial Position and the
Independent Auditors Report and Audited Consolidated Financial Statements of The Trendlines
Group Ltd. and its Subsidiaries for the Financial Years Ended December 31, 2014, 2013 and 2012
and for the Interim Financial Period from January 1, 2015 to June 30, 2015 as set out in Appendix
A of this Offer Document.
(US$000)
FY2012
Audited
FY2013
Total Income
13,768
29,707
8,610
Income (loss) before

income taxes (1)
Net income (loss) and total
comprehensive income (loss)
attributable to equity holders
of the Company (1)
EPS (LPS) (US cents)
Adjusted EPS (LPS)
(US cents) (1)(3)(4)(5)
(2)
Unaudited
HY2014
Audited
HY2015
8,553 (4)
11,756
8,996
22,909
(2,855) (4)
7,068
5,329
5,827
15,955
(2,814)
5,393
3,590
1.37
3.76
(0.66)
1.27
0.85
1.15
3.14
(0.55)
1.06
0.71
FY2014
Notes:
(1)
Had the Employment Agreements (set out in the section entitled Directors, Management and Staff Employment
Agreements of this Offer Document) been in place since 1 January 2014, our loss before income taxes, net loss
and total comprehensive loss attributable to equity holders of the Company and adjusted LPS for FY2014 computed
based on our post-Final Issuance share capital of 508,657,824 Shares would have been approximately US$(3.1)
million, US$(2.9) million and (0.58) US cents respectively.
(2)
For illustrative purposes, the EPS (LPS) for the Period Under Review have been computed based on the net income
(loss) and total comprehensive income (loss) attributable to equity holders of the Company and our pre-Final
Issuance share capital of 423,991,368 Shares.
(3)
For illustrative purposes, the adjusted EPS (LPS) for the Period Under Review have been computed based on the
net income (loss) and total comprehensive income (loss) attributable to equity holders of the Company and our
post-Final Issuance share capital of 508,657,824 Shares.
(4)
Please refer to the section entitled Managements Discussion and Analysis of Results of Operations and Financial
Position Review of Past Performance FY2014 compared to FY2013 of this Offer Document for more details on
the reduction in income from approximately US$29.7 million in FY2013 to a loss of approximately US$8.6 million in
FY2014.
(5)
The adjusted EPS (LPS) for the Period Under Review is derived from the information found in the Independent
Auditors Report and Audited Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries
for the Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January
1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document, and has not been audited or reviewed
by the Independent Auditors and Reporting Accountants in accordance with IFRS or any applicable accounting
standards.
39

Audited
Audited
As at 30 June 2015
Current Assets
Non-Current Assets
4,392
77,306
15,103
82,756
Total Assets
81,698
97,859
Current Liabilities
Long-Term Liabilities
Equity Attributable to Equity Holders
of the Company
Non-Controlling Interests
4,644
21,357
3,485
31,657
52,855
2,842
62,215
502
Total Liabilities and Equity
81,698
97,859
12.47
14.67
(US$000)
NTA per Share (US cents) (1)(2)(3)

Notes:
(1)
For illustration purposes, the NAV per Share is computed based on the equity attributable to equity holders of the
Company and our pre-Final Issuance share capital of 423,991,368 Shares.
(2)
Since our Group does not have any intangible assets, the NTA per Share is equal to the NAV per Share.
(3)
The NTA per Share is derived from the information found in the Independent Auditors Report and Audited
Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended
December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to June 30, 2015
as set out in Appendix A of this Offer Document, and has not been audited or reviewed by the Independent Auditors
and Reporting Accountants in accordance with IFRS or any applicable accounting standards.
OUR COMPETITIVE STRENGTHS

Our Directors believe that the following competitive strengths have enabled and will continue to
enable us to be a leading technology incubator in the fields of medical and agricultural
technologies:
(a)

We have cultivated an extensive network of relationships with entrepreneurs, inventors,
technology transfer organisations, lawyers, patent attorneys, accountants, investment
bankers, venture capitalists, and commercial enterprises in the medical and agricultural
technologies markets. Through our extensive network of contacts, we are able to generate
quality deal flow as well as undertake fund raising activities.
In relation to our deal flow, our network of relationships introduces 450 to 500 potential
ventures for our review annually. Approximately 45 of such potential ventures receive
in-depth attention, of which we seek to support and invest in eight (8) to ten (10) of such
potential ventures a year.
In relation to fund raising, we are also able to leverage on our network of relationships
whereby our Company has raised approximately US$25.0 million in equity since our
establishment in 2007 to support our activities. The equity rounds that our Company has
raised to date have been at increasing valuations including our most recent equity round
completed in June 2015 where we raised approximately US$1.5 million at an approximately
40

US$71.0 million pre-money valuation (which valuation was determined with reference to the
number of fully-diluted shares outstanding prior to such offering at the offering price of such
round).
(b)

We believe that we are a leader in providing technology and business development support
to early-stage companies in the fields of medical and agricultural technologies. In addition to
human capital, we provide, either on our own or through third party providers, our portfolio
companies with R&D support, business development support, administrative support such as
physical facilities and legal and financial services. We believe that this high support-level
allows our portfolio companies to focus on developing their technology, product and market,
thereby reducing risk and increasing the chances of success.
During their first two (2) to three (3) years of operations, our portfolio companies have offices
in one (1) of our two (2) incubator facilities. Our offices provide portfolio companies with a
comfortable space in an entrepreneurial environment. By being domiciled in one (1) of our
incubators, our portfolio companies have direct access to our extensive support structure, as
well as to shared laboratories and equipment. Having the portfolio companies in our facilities
increases our ability to monitor the companys progress and to intervene, assist and support
in both good and difficult times. The entrepreneurs of these companies also benefit from
working in close proximity with each other, which facilitates a conducive environment for
them to share ideas, brainstorm and learn from one another.
(c)

We have a strong management team with years of experience in creating, investing in and
developing companies to exit. Our Chairman and Chief Executive Officers are both born and
educated in the US, have lived in Israel for decades, and each has over 25 years of
experience in investing, business development as well as in introducing technologies to the
international markets including in North America and China. Our Executive Officers and key
staff are highly-skilled, some of whom hold advanced degrees in the fields of medicine,
dentistry, plant genetics, electrical engineering, biomedical engineering and business
administration. We believe that providing extensive technology and business support is a
necessity to successfully establish and grow young portfolio companies. We have assembled
a team that understands global markets and possesses the ability to bridge cultures to build
businesses. Our strong support network surrounds our portfolio companies.
Leveraging on their collective experience, our management team is able to develop and
execute exit strategies for our portfolio companies. In this regard, since our establishment in
2007, our management team has delivered a strong track record as evidenced by two (2) of
our portfolio companies, namely FlowSense Ltd. (FlowSense) and E.T.View, which have
gone public on the TASE by way of reverse mergers (FlowSense Medical Ltd. (together with
its wholly owned subsidiary, FlowSense) was subsequently acquired by a multinational
corporation and delisted from the TASE, while E.T.View Medical continues to be listed on the
TASE (with E.T.View as its wholly owned principal operating subsidiary)) and four (4) other
portfolio companies which have been acquired by or sold their assets to multinational
corporations.
41

(d)

We initially fund our portfolio companies with what might be considered small amounts of
capital. We do this so as to be highly efficient in our use of capital. Our ability to successfully
limit the amount of capital that we put to work is predicated, in part, upon the fact that our
portfolio companies, for at least their first two (2) to three (3) years of incubation, are located
in our facilities and are extensively supported by our staff.
In addition, as a result of the franchises granted to Trendlines Medical and Trendlines Agtech
by the Israeli government, we are able to leverage our portfolio investments with R&D grants
from the Israeli government through the TIP. A typical investment of approximately
US$98,000 (or NIS 375,000) made by one (1) of our OCS-franchised incubators is matched
by the government in the form of contingent grants to a new portfolio company of
approximately US$557,000 (or NIS 2,125,000). There are additional governmental funding
programmes that may be available to us and to our portfolio companies.
Following the receipt of the OCS Letter and subject to Trendlines Medical satisfying the
conditions required for the renewal of the franchise (details of which are set out in the section
entitled General Information on our Group Licences, Permits, Franchises, Approvals,
Certifications and Government Regulations Extension of State/Incubator Agreement;
Renewal of Franchise of this Offer Document), a typical investment in a medical device
company under the new franchise as a peripheral incubator is expected to be approximately
US$116,600 (or NIS 450,000) matched with R&D grants from the Israeli government in the
amount of approximately US$668,400 (or NIS 2,550,000).
(e)

Over the years, Trendlines Medical has twice been named the best incubator in Israel by the
OCS and five (5) of our portfolio companies have been named the best start-ups of the year
by the OCS. Please refer to the section entitled General Information on our Group Awards
and Recognition of this Offer Document for more details. Together with our track record of
successful portfolio companies and exits, and the events that we sponsor, we believe that we
have built a reputation as being one (1) of the best incubator organisations in Israel.
Please refer to the section entitled General Information on Our Group Competitive Strengths
of this Offer Document for more details.
OUR BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans for the continued growth of our business are as follows:
Follow-on investments in our portfolio companies

We intend to increase our follow-on investments in our portfolio companies because
follow-on investments are an important source of funding to assist our portfolio companies
to develop their technology through, inter alia, the conduct of clinical trials, the development
of prototype and patent applications. Moreover, our investments in our portfolio companies
are a statement of confidence and assurance to potential investors which, in turn, attract
them to invest in our portfolio companies. The ability of our Group to make selective follow-on
investments may enable us to maintain our shareholding interests in the relevant portfolio
companies (that is, to avoid being diluted) in the event of any subsequent equity financing by
our portfolio companies.
42

We have earmarked approximately S$10.0 million of the proceeds from the Placement to be
used for such follow-on investments.

We are currently exploring co-operation opportunities through, inter alia, joint ventures,
partnerships and/or the formation of strategic alliances, with parties who are interested in
establishing incubators, together with us, in various countries, including Singapore and
China. To this end, we intend to set up an incubator in Singapore in 2016. We believe that,
coupled with adaptations to meet local needs and practises and training for staff from such
potential new overseas incubators in our existing incubators in Israel, we can successfully
implement and scale our business model in these countries. As at the date of this Offer
Document, we have not entered into any legally binding definitive agreements.
used for this purpose.

We intend to expand the activities of Trendlines Labs in several ways. In the medical device
sector, we intend to invest in selected technologies that Trendlines Labs has invented so as
to accelerate their entry into the market. To this end, Trendlines Labs currently owns several
families of intellectual property. We also intend to expand our cooperation with international
partners by intensifying the marketing and business development efforts of Trendlines Labs.
In addition, we are planning to add an agritech component to Trendlines Labs activities. We
are currently in discussions with several potential partners and intend to form at least one (1)
new agritech company in the future based on the R&D services and activities performed by
Trendlines Labs.
We have earmarked approximately S$2.9 million of the proceeds from the Placement to
support these activities.
Operational expenses to support potential increase in the number of portfolio

companies
We intend to continue focusing on our core business activities of creating and developing
portfolio companies with a goal of increasing the number of portfolio companies by 50.0%
over the next three (3) years. We expect an increase in our operational expenses in relation
to the provision of business and administrative support services to our portfolio companies.
used for operational expenses incurred in connection with the expansion of our business
operations.
A detailed discussion of our business strategies and future plans is set out in the section entitled
Prospects, Business Strategies and Future Plans Business Strategies and Future Plans of this
Offer Document.
OUR CONTACT DETAILS
Our registered office and principal place of business is at 17 Tchelet Street, Misgav Industrial
Park, 2017400, Israel. Our telephone number is +972 72 260 7000 and our facsimile number is
+972 72 260 7200. Our internet address is www.trendlines.com. Information contained on our
website does not constitute part of this Offer Document.
43
EXCHANGE RATES
Our Groups financial statements are prepared in US$. As at the Latest Practicable Date, the
closing exchange rate between S$ and NIS was S$1 to NIS 2.7722 (1) and the closing exchange
rate between US$ and NIS was US$1 to NIS 3.8518 (1). The table below sets out the highest and
lowest exchange rates (1) between S$ and US$ for each of the six (6) completed months prior to
the Latest Practicable Date.
US$: S$
Highest
Lowest (1)
(1)
Month
April 2015
May 2015
June 2015
July 2015
August 2015
September 2015
1.3716
1.3509
1.3577
1.3754
1.4118
1.4285
1.3174
1.3205
1.3339
1.3459
1.3782
1.3967
As at the Latest Practicable Date, the closing exchange rate between US$ and S$ was US$1 to
S$1.3830 (1).
Note:
(1)
The above information is extracted and compiled from Bloomberg L.P., who has not provided its consent, for the
purpose of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and is
therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable
actions to ensure that the information from the relevant reports issued by Bloomberg L.P. is reproduced in its proper
form and context, and that the information is extracted accurately and fairly from such reports, neither we nor any
party has conducted an independent review of the information contained in such reports nor verified the accuracy
of the contents of the relevant information.
The following table sets out, for the relevant financial period and year indicated, the average and
closing exchange rates between S$ and US$. Where applicable, the exchange rates in the table
below are used for the translation of our Groups financial statements disclosed elsewhere in this
Offer Document.
Average
FY2012
FY2013
FY2014
HY2014
HY2015
US$: S$
Closing (1)
(1)(2)
1.2494
1.2511
1.2673
1.2607
1.3497
1.2218
1.2630
1.3255
1.2466
1.3474
Notes:
(1)
The above information is extracted and compiled from Bloomberg L.P., who has not provided its consent, for the
purpose of Section 249 of the SFA, to the inclusion of the information extracted from the relevant reports and is
therefore not liable for such information under Sections 253 and 254 of the SFA. While we have taken reasonable
actions to ensure that the information from the relevant reports issued by Bloomberg L.P. is reproduced in its proper
form and context, and that the information is extracted accurately and fairly from such reports, neither we nor any
party has conducted an independent review of the information contained in such reports nor verified the accuracy
of the contents of the relevant information.
(2)
Calculated by using the average of the exchange rates between S$ and US$ on the last day of each month during
the period.
44
EXCHANGE RATES
The above exchange rates have been calculated with reference to exchange rates quoted from
Bloomberg L.P. and should not be construed as representations that the S$ or US$ amounts (as
the case may be) actually represent such S$ or US$ amounts, could have been, or could be,
converted into S$ or US$ (as the case may be) at any particular rate, the rate indicated above or
at all. Our Group has included the above exchange rates in the proper form and context in this
Offer Document and has not verified the accuracy of these statements.
45
THE PLACEMENT
Placement Size
75,760,000 Placement Shares (including 21,515,000

Cornerstone Shares). The Placement Shares, upon allotment
and issuance, will rank pari passu in all respects with our
existing issued Shares.
Placement Price
S$0.33 for each Placement Share, payable in full on

application.
The Placement
The Placement comprises a placement by the Placement

Agent on behalf of our Company of 75,760,000 Placement
Shares (including 21,515,000 Cornerstone Shares) at the
Placement Price by way of placement, subject to and on the
terms and conditions of this Offer Document.
Cornerstone Investor
In connection with the Placement, the Cornerstone Investor

has entered into the Cornerstone Subscription Agreement
with our Company to subscribe for 21,515,000 Cornerstone
Shares at the Placement Price, conditional upon, inter alia, (i)
the registration of this Offer Document by the SGX-ST, acting
as agent on behalf of the Authority; (ii) the entering into of the
Placement Agreement and such Placement Agreement having
become unconditional (in accordance with its terms or as
subsequently waived or varied by agreement of the parties) by
no later than the time and date as specified or as
subsequently waived or varied by agreement of the parties;
and (iii) the Placement Agreement not having been terminated
or lapsed in accordance with the terms therein.
The Cornerstone Shares will constitute approximately 28.4%
and 4.2% of the Placement Shares and of the post-Final
Issuance share capital of our Company respectively.
The Cornerstone Investor is not subject to any lock-up
restrictions in respect of its shareholding interests in our
Company.
The Cornerstone Subscription is conditional upon the
Placement. The Placement is, however, not conditional on the
completion of the Cornerstone Subscription.
Purpose of the Placement
Our Directors are of the view that the listing of our Company
and quotation of our Shares on Catalist will enhance our
corporate profile internationally and enable us to tap the
capital and debt markets for the expansion of our business
operations.
The Placement will also provide the members of the public,
our management, employees and business associates who
have contributed to our success with an opportunity to
participate in the equity of our Company.
46
THE PLACEMENT
Listing Status
Prior to the Placement, there has been no public market for

our Shares. Our Shares will be quoted in Singapore dollars on
Catalist, subject to the admission of our Company to the
Official List of Catalist and permission to deal in, and for
quotation of, all our issued Shares (including the Pre-IPO New
Shares, the RCL Converted Shares and the PPCF Shares),
the Placement Shares (including the Cornerstone Shares),
the Debenture Conversion Shares, the Misgav/Karmiel
Consideration Shares, the Agtech Employee Consideration
Shares, Octagon/GMP Securities Compensation Shares,
Tmura Shares and the Option Shares being granted by the
SGX-ST.
Risk Factors
Investing in our Shares involves risks which are described in

the section entitled Risk Factors of this Offer Document.
Use of Proceeds
Please refer to the section entitled Use of Proceeds and

Listing Expenses of this Offer Document for more details.
47
RISK FACTORS
An investment in our Shares involves a number of risks, some of which, including market, liquidity,
credit, operational, legal and regulatory risks, could be substantial and are inherent in our
business.
Prospective investors should carefully consider and evaluate each of the following considerations
and all the other information set forth in this Offer Document (including the financial statements
and the notes thereto) before deciding to invest in our Shares. Some of the following
considerations relate principally to the industry in which we operate and our business in general.
Other considerations relate principally to general economic, political and regulatory conditions,
the securities markets and ownership of our Shares, including possible future dilution in the value
of our Shares. These are not the only risks we face. Some risks are not yet known to us and there
may be others which we currently believe are not material but may subsequently turn out to be so.
Factors that affect the price of our Shares may change, and the following should not be construed
as a comprehensive listing of all the risk factors. Prospective investors are advised to apprise
themselves of all factors involving the risks of investing in our Shares from their professional
advisers before making any decision to invest in our Shares. Without derogating from the
foregoing, to the best of our Directors knowledge and belief, all the risk factors that are material
to investors in making an informed judgement have been set out below.
If any of the following considerations, risks and uncertainties develops into actual events, our
financial position, results of operations, business operations, prospects and/or any investment in
our Shares could be, directly or indirectly, materially and adversely affected. In the event that this
occurs, the trading price of our Shares could fluctuate or decline due to any of these
considerations, risks and uncertainties and investors may lose all or part of their investment in our
Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect
implications on our future performance. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors, including the risks
and uncertainties faced by us described below and elsewhere in this Offer Document including in
the section entitled Managements Discussion and Analysis of Results of Operations and
Financial Position of this Offer Document.
RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY
We are dependent on the realisation of investments in our portfolio companies for our
operating cash flow
Since inception, we have had a history of negative cash flow. We recorded negative cash flow from
operating activities of approximately US$5.3 million, US$4.0 million, US$7.0 million and US$2.0
million in FY2012, FY2013, FY2014 and HY2015 respectively. The negative cash flow from
operating activities was mainly due to the nature of the business of our Group, which mainly
involves investing in early-stage companies for a middle-to-long term duration before realising
such investments. Accordingly, we cannot rely on on-going revenues to cover our on-going
expenses. In order to attain a positive operating cash flow, we are dependent on the realisation
of investments in our portfolio companies and from other sources of revenue. The realisation of
our investments is highly unpredictable and highly volatile, and there is no assurance as to the
occurrence or timing of actual exits or realisations to meet our cash needs. Please refer to the
sections entitled Managements Discussion and Analysis of Results of Operations and Financial
Position Liquidity and Capital Resources and Working Capital of this Offer Document for more
information.
48
RISK FACTORS
Our earnings are derived from an appreciation of our investments
The revenue generated from the rendering of services to our portfolio companies and external
customers is not sufficient to cover our operating expenses. Our main source of earnings is
generated from net realised and/or unrealised appreciation in the value of our investment in our
portfolio companies. Given that the measurement of changes in our portfolio value is reliant on
many factors, including but not limited to, the progress of the portfolio companys technology,
receipt of patent protection, commercialisation and partnering, market acceptance of new
products and sales, the methodologies and opinions of independent valuation specialist, the
overall value of our portfolio is unpredictable and does not necessarily change in a smooth and
consistent manner over time. As a result, our experience has been, and is expected to remain, that
net investment gains and net profits are highly variable from one (1) period to another.
Accordingly, should there be a significant net realised and/or unrealised depreciation in the value
of our investment portfolio, our business, results of operations, financial condition and prospects
may be adversely affected.
Our portfolio companies are difficult to value accurately
The valuation of our portfolio companies involves uncertainties and is determined based on
judgement and, if such valuation proves to be inaccurate, the market value of our securities could
be adversely affected. The valuation of unrealised investments is based, in part, on estimated
values of private investments, and is not necessarily indicative of the prices we could obtain if we
attempted to sell such positions in a private transaction.
Our assets consist primarily of investments in our portfolio companies which, by their very nature,
are extremely difficult to value accurately. The valuation of our portfolio companies is carried out
on a quarterly basis and is overseen by our Companys management and reviewed by our
Directors. Each portfolio company is evaluated on a fair value basis based on a variety of
valuation methodologies which include the use of valuation models. As part of the valuation
process, we may also engage an external independent valuation specialist to perform a valuation
study on selected portfolio companies depending on the complexity of the valuation scenario,
which is subject to certain circumstances such as, but not limited to, the complexity of the equity
structure of a portfolio company, the development stage of a portfolio company and the complexity
of the valuation model applied. To the extent that the value assigned by us and/or the independent
valuation specialist to any such investment differs from the actual value, the market value of our
Company may be understated or overstated, as the case may be. Although we perform periodical
valuation assessments of our portfolio companies, there might be a difference in actual value at
any given point in time from the last periodical valuation assessment. Furthermore, the valuation
of our portfolio companies is highly susceptible to frequent fluctuations, which may even occur on
a quarterly basis. Accordingly, we cannot assure you that our portfolio companies will retain the
price at which they may be valued at or that our investment in our portfolio companies will be
realised at these valuations. Should there be any significant adverse fluctuations in the fair value
of the investments in our portfolio companies, our financial performance may be adversely
affected. Please refer to the section entitled General Information on our Group Business
Overview Valuation Methodology of this Offer Document for more details.
The value of our portfolio may be dependent on a small number of portfolio companies
Our value may be dependent on a small number of portfolio companies. In addition, most of the
value of our investment portfolio as a whole may, at any given time, be attributed to a small
number of portfolio companies or even a single portfolio company, based on the relative value of
such portfolio company or portfolio companies in relation to our other portfolio companies. For
49
RISK FACTORS
instance, as at 30 June 2015, approximately 48.6% of the aggregate value of our portfolio was
attributable to the Most Valuable Portfolio Company, which contributed approximately US$9.1
million and US$3.9 million to the increase in the gain from change in fair value of investments in
portfolio companies during FY2014 and HY2015 respectively. In 2014, the Most Valuable Portfolio
Company had entered into an asset purchase agreement with the third party strategic partner
(2014 Asset Purchase Agreement) for the acquisition of the Most Valuable Portfolio Companys
developed product for a consideration which included royalties (earn-out payments) and milestone
payments, which also provided, inter alia, the third party strategic partner a right in its discretion
to discontinue the development or the marketing of the product of the Most Valuable Portfolio
Company. Our business and profitability are materially dependent on the Most Valuable Portfolio
Company and the 2014 Asset Purchase Agreement. Accordingly, a decision of the third party
strategic partner to exercise such right may have a material adverse effect on our business,
financial condition, results of operations and overall portfolio value. In addition, a low level of
market acceptance for the products and services offered by the Most Valuable Portfolio Company
could have a material adverse effect on our business, financial condition and results of operations.
There is no assurance that our incubator franchises will be renewed or that the renewed
incubator franchises will not be terminated
At present, our incubator franchises for Trendlines Medical and Trendlines Agtech are expected
to expire on 31 March 2016 and 30 June 2016, respectively.
Our Company received the OCS Letter which informed us that Trendlines Medical was elected as
the winning bidder in the competitive process for the operation of a technological incubator under
periphery incubator conditions in national preferred regions in the district of Acre (Akko). The OCS
Letter provides, inter alia, that the franchise period of the renewed Trendlines Medical franchise
is expected to commence no later than 1 March 2016. The renewal of the Trendlines Medical
franchise is subject to the satisfaction of certain conditions, and Trendlines Medical is also
required to meet certain milestones after the commencement of the renewed Trendlines Medical
franchise (Post-Commencement Milestones). Please refer to the section entitled General
Information on our Group Licences, Permits, Franchises, Approvals, Certifications and
Government Regulations Extension of State/Incubator Agreement; Renewal of Franchise of this
Offer Document for more details. Upon and subject to the satisfaction of these conditions, the
Trendlines Medical franchise will be renewed for a period of eight (8) years commencing from no
later than 1 March 2016. To this end, failure by Trendlines Medical (i) to fulfil the stipulated
conditions may result in the non-renewal of the Trendlines Medical franchise (TM
Non-Renewal); or (ii) to meet the Post-Commencement Milestones may result in termination of
the franchise by the Startup Committee (TM Termination). There is no assurance that we will be
able to meet the stipulated conditions for renewal or the Post-Commencement Milestones. In the
event of the TM Non-Renewal or the TM Termination, as the case may be, our business, financial
condition, results of operations and prospects may be materially and adversely affected.
In July 2015, the OCS published four (4) new competitive processes (tenders) for the election of
four (4) franchisees to establish and operate government-supported technological incubators
according to Directive 8.3. The tenders are for two (2) franchisees for the district of Tel-Aviv, one
(1) franchisee for the district of Jerusalem and one (1) franchisee for the Judea and Samaria area
(the area where Trendlines Agtech is located). We intend to participate in the competitive process
covering the Judea and Samaria area for the operation of a peripheral incubator in relation to the
Trendlines Agtech franchise. The deadline for submitting the bid proposal is 21 December 2015
(or as may be extended at the discretion of the OCS). There is no assurance that Trendlines
Agtech will be elected as the winning bidder in this competitive process.
50
RISK FACTORS
Please refer to the sub-sections entitled Directive No. 8.3 of the Director General and Extension
of State/Incubator Agreement; Renewal of Franchise in the section entitled General Information
on our Group Licences, Permits, Franchises, Approvals, Certifications and Government
Regulations of this Offer Document for more details on the competitive process.
In the event that Trendlines Medical and/or Trendlines Agtech do not enter into new franchise
agreement(s) with the State of Israel (through the OCS) in accordance with Directive 8.3, whether
due to the fact that competitive processes are not conducted or consummated by the OCS (with
respect to any of our incubators), Trendlines Medical and/or Trendlines Agtech are not elected as
the winning bidder in the framework of these competitive processes, or (in the event that
Trendlines Medical and/or Trendlines Agtech is/are elected as the winning bidder) the failure by
Trendlines Medical and/or Trendlines Agtech to satisfy the conditions (if any) for the renewal of the
respective franchises, this may have a material adverse impact on our business, financial
condition, results of operations and prospects. Please refer to the section entitled General
Information on our Group Licences, Permits, Franchises, Approvals, Certifications and
Government Regulations of this Offer Document for more details.
Cutbacks in the OCS budget, should they occur, may negatively impact the availability of
government funding for Trendlines Medical, Trendlines Agtech and our portfolio companies
Trendlines Medical, Trendlines Agtech and our portfolio companies benefit from the government
funding provided by the State of Israel through the OCS, whether in the form of State loans or
conditional grants. The terms of these loans and grants impose certain restrictions and limitations
on the activities and the operations of Trendlines Medical, Trendlines Agtech and our portfolio
companies. Cutbacks on the OCS budgets, in such manner that will result in reduction or
termination of further government funding to Trendlines Medical, Trendlines Agtech and our
portfolio companies, might have a material adverse effect on Trendlines Medicals, Trendlines
Agtechs and our portfolio companies operations and thus on our business, financial condition
and results of operations. Furthermore, in the event that OCS budget cutbacks result in the
curtailment of the budgets of the Incubators Programme, this may, in turn, lead to a decrease in
the number of portfolio companies which can be invested in with the assistance of government
funding. Any delay in the approval of the State budget or cutbacks in the budget might have a
negative impact on our financial resources, the number of companies that an incubator could
approve and our prospects of extending the franchises of Trendlines Medical and/or Trendlines
Agtech.
Israeli government programmes impose certain restrictions and conditions on the
operations of our Subsidiaries and our portfolio companies
To date, all of our portfolio companies have received (whether directly or through Trendlines
Medical or Trendlines Agtech) and may in the future continue to receive funding from the State of
Israel, through the OCS. Even following the full repayment of any OCS grants or loans (as
applicable), our portfolio companies must nevertheless continue to comply with the requirements
of the R&D Law. Under the current legal situation, receipt of funding from the OCS entails certain
limitations according to the R&D Law regarding the sale or transfer of rights in technology or
know-how (or related IP) developed with OCS funding (within or outside of Israel) and the transfer
of manufacturing or manufacturing rights out of Israel. Specifically, any product incorporating
technology developed with OCS funding may not be manufactured and the technology that is
embodied in such product may not be transferred, outside of Israel without appropriate
governmental approvals and may require making certain payments to the OCS. Furthermore, the
OCS may impose certain conditions on any arrangement under which it permits our portfolio
companies to transfer technology or know-how out of Israel. The transfer of OCS-supported
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RISK FACTORS
technology or know-how outside of Israel may involve the payment of significant compensation
and other amounts, depending, among other things, upon the value of the transferred technology
or know-how, the amount of OCS support, the time of completion of the OCS-supported research
project and other factors. These restrictions and requirements for payment may impair the ability
of our portfolio companies to sell their technology assets outside of Israel or to outsource or
transfer development or manufacturing activities with respect to any product or technology outside
of Israel. No assurance can be made that approval for any such transfer, if requested, will be
granted. Please refer to the section entitled General Information on our Group Licences,
Permits, Franchises, Approvals, Certifications and Government Regulations of this Offer
Document for more details.
Moreover, these restrictions could have a material adverse effect on the ability of our portfolio
companies to enter into strategic alliances or enter into merger or acquisition transactions that
provide for the sale or transfer of their technology or manufacturing rights. The limitations under
the R&D Law also apply after the government funding is fully repaid to the OCS by a portfolio
company.
Furthermore, if our Subsidiaries or portfolio companies fail to comply with the conditions imposed
by the OCS and the R&D Law, including the payment of royalties with respect to grants received
or repayment of loans extended by the OCS, our Subsidiaries or portfolio companies may be
required under certain circumstances to refund any payments previously received, together with
interest and penalties. Failure to comply with the restrictions concerning the transfer of
OCS-related know-how out of Israel may also trigger substantial payments to the OCS, as well as
criminal liability to the company or to anyone who enables such unlawful transfer. If any of our
Subsidiaries does not comply with the terms and conditions of the franchise agreement with the
OCS (including the milestones that are required to be achieved during the franchise period),
Directive 8.3 or the Incubators Programme, this could, among other remedies pursued by the
OCS, result in the revocation of the franchise.
We are subject to inherent risks associated with early-stage investing
We are subject to the risks associated with investing in early-stage, high-risk technology
companies. Investment in such companies is associated with the inherent risk of losing all or a
substantial portion of our investment as many such companies do not succeed due to various
factors, including those listed below. As at the Latest Practicable Date, we have written off our
investments in 16 of our portfolio companies, representing approximately 26.6% of all our portfolio
companies which we have established since we began operations in September 2007.
We and our portfolio companies are engaged in technological R&D of various products and
as such, are subject to certain risks in connection with product development and marketing.
For instance, we and our portfolio companies may be at risk of non-completion or delays in
research or development of products due to financial, technological or other difficulties. Our
portfolio companies are therefore also vulnerable to the risks associated with missing certain
milestones set by the OCS in return for the governmental funding provided and the financial
losses that may ensue from the failure to meet such milestones.
Our portfolio companies may not be able to secure subsequent rounds of funding which may
restrict their ability to fund on-going research and the development and commercialisation of
their technology and products. Any such lack of funding could, in some cases, result in our
portfolio company being forced to sell off its assets or in the sale of our portfolio company as
a whole or in its dissolution.
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RISK FACTORS
Our portfolio companies may not be able to source and/or retain appropriately skilled
personnel. In particular, they may not have the financial resources to compete with the salary
and other incentivisation packages offered by their competitors or other technology-based
companies or organisations.
Competing technologies and/or products may enter the market which may adversely affect
our or our portfolio companies ability to commercialise our or their intellectual property.
We or our portfolio companies may not have been able to adequately protect our or their
intellectual property (whether due to the lack of financial resources or otherwise) or patent
applications made by us or our portfolio companies may not proceed through to grant.
Many of the products and technologies developed by us and our portfolio companies may fail
and/or such intellectual property may not be able to be developed into commercially viable
products or technologies. The success of these products and technologies may require
regulatory approvals prior to marketing and there is no certainty that such regulatory
approvals will be forthcoming. In addition, any non-approval or delays in obtaining approval
of products by relevant regulatory agencies, such as the US Food and Drug Administration,
may delay or prevent the marketing of such products and have a material adverse effect on
us and our portfolio companies.
Should our portfolio companies obtain all required approvals for marketing a product, it,
nonetheless, remains uncertain whether they will be able to commercialise, manufacture or
market such a product, failure of which may adversely affect our portfolio companies sales
performance and, in turn, our business. Additionally, due to the early stage of development
of our portfolio companies products and technologies, it is uncertain whether and to what
extent there will be a demand for the products and technologies that they develop. Further,
the manufacturing costs and sale prices of such products are not yet known.
There is no certainty that our portfolio companies will (i) reach the stage where the economic
benefits resulting from expenditure on R&D activities become probable; or (ii) generate any,
or any significant, returns (e.g. dividends, proceeds from a share sale or a return on capital
from an exit event) for their shareholders (including our Company) or that we will be able to
secure a profitable exit from our investment in any or all of our portfolio companies.
Furthermore, consideration received by our Group or our portfolio companies from exit
events may be in the form of deferred cash consideration (such as royalties, milestone
payments and earn-out payments) which may depend on future sales-related or the financial
performance of the relevant portfolio company.
Accordingly, the occurrence of any of the abovementioned risks or a combination of these risks
may adversely affect the development and value of us or our portfolio companies and
consequently, our business, results of operations, financial condition and prospects will also be
adversely affected.
Our investment in the securities of our portfolio companies may be illiquid
We invest in the securities of our portfolio companies and all of these portfolio companies but one
(1) are private entities. Applicable securities laws and market conditions may limit the number of
potential buyers of such securities. There can be no assurance that a public market will develop
for any of our private company investments or that we will otherwise be able to realise a return on
such investments.
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RISK FACTORS
The value attributed to the holdings in our portfolio companies will initially be the cost thereof, and
thereafter subject to fair value adjustment, and therefore may not reflect the amount for which they
can actually be sold or realised. Because valuations, and in particular valuation of investments for
which market quotations are not readily available, are inherently subjective and uncertain, they
may fluctuate within a short period of time, and may be based on estimates and various
assumptions, determinations of fair value may differ materially from the value that would have
resulted if a ready market had existed for the investments.
We may also hold securities of public listed companies after an exit involving a portfolio company
that completes an initial public offering or other going public transaction. Such securities may not
have an active or a liquid market.
In addition, a considerable period of time may elapse between the time a decision is made to sell
the securities of our portfolio companies and the time we are able to do so, and the value of such
securities could decline during such period. In some cases, we may be prohibited by contract or
by law from selling such securities for a period of time or otherwise be restricted from disposing
of such securities.
Accordingly, if we (i) are unable to realise a profitable return on our investments; (ii) are unable
to realise our interest/investment in our portfolio companies; or (iii) suffer a dilution of our
shareholding interest in our portfolio companies, this could have a material adverse effect on our
business, results of operations, financial condition and prospects.
We may not be able to obtain additional capital investments
We will require additional capital investments in future for expansion activity, business
development and/or further investment in our current portfolio companies, whether from equity
realisations from our portfolio companies or new equity or debt sources. Accordingly, we are
vulnerable to any declines in investment funding available to Israeli high-tech companies or
investment vehicles. Difficulties in obtaining such funding both domestically and globally may
have a substantial negative impact on our ability to provide funding to a portfolio company in need
of additional funds and, thus, on the business, financial condition or results of operations and
prospects of our Group. Further, in the event that we issue equity to raise such additional capital
in the future, such further issuance of Shares may be dilutive to Shareholders.
We may not make follow-on investments in our portfolio companies
Following our initial investment in a portfolio company, we may have the opportunity to increase
our investment or may be asked to provide additional funds to such portfolio company. There is
no assurance that we will make follow-on investments or that we will have sufficient resources to
make such investments. Any decision not to make follow-on investments or our inability to provide
funding may result in the dilution of our equity ownership and may result in missed opportunities
for us. Further, if our portfolio company is unable to raise the requisite amount of investment
and/or funds, this may have an adverse impact on its business development and consequently on
our business and results of operations.
We are dependent on our key personnel
We believe that our success to-date has been largely attributable to the contributions and
expertise of our Chairmen and Chief Executive Officers, Todd Dollinger and Steve Rhodes, as well
as our Executive Officers. Our continued growth and development will depend, to a large extent,
on our ability to retain the services of our Chairmen and Chief Executive Officers as well as our
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RISK FACTORS
Executive Officers, who have extensive experience in our Groups businesses and relevant
industries. Todd Dollinger and Steve Rhodes have, in aggregate, more than 38 years of
experience in our industries.
If we are unable to retain our key personnel or to continue to hire and retain such skilled
personnel, our business, results of operations and ability to compete may be adversely affected.
Any departures of such personnel without suitable and timely replacements could also disrupt our
business and may result in the loss of additional personnel. Our on-going and future success is
also partly dependent on the entrepreneurs in each of our portfolio companies.
We operate in a competitive environment with rapidly evolving technologies and market
trends
There are technological incubators as well as various investment funds and angel investors in
Israel and abroad whose operations compete with ours, some of which, today or in the future, may
possess similar or superior resources and financial capabilities. If our Group is unable to
successfully compete with these incubators, funds and/or angel investors in terms of sourcing,
funding and executing investments in new ventures, this could result in lost investment
opportunities and, in turn, adversely affect our ability to attract first-tier entrepreneurs and our
standing in the investment community.
In addition, the industries which we and our portfolio companies are operating in are characterised
by rapid technological changes and evolving trends. Our competitors and those of our portfolio
companies, both in Israel and globally, may develop technologies and products which compete
with our technologies and products and those of our portfolio companies. Such competing
technologies and products may prove to be more effective or less costly than our and our portfolio
companies products. There can be no assurance that our and our portfolio companies products
will be competitive against the products of competitors, or that we or our portfolio companies will
be able to keep pace with technological developments and changes in market trends. Such
technological advances and evolving market trends could make our and our portfolio companies
technologies and products partially or completely redundant, or impair future sales, which could
have a material adverse impact on our business, results of operations or financial condition.
Similarly, if we or our portfolio companies fail to identify emerging technologies or trends, or to
respond to such technologies or trends in a timely and cost-effective manner, our ability to sustain
or grow our business may suffer. Our portfolio companies are currently focused in the medical
technology and agricultural technology industries, and therefore, are subject to any market
vagaries in these industries. Accordingly, the nature of the competition and development of trends
in the industries that we and our portfolio companies operate in could have a material adverse
impact on our business, financial condition, results of operations and prospects.
We are exposed to contingent liabilities related to the disposal of our investments or
services rendered to our portfolio companies
In connection with the disposal of our investment in a portfolio company, we may be financially
exposed to contingent liabilities as a result of certain representations and warranties made in
connection with the business and financial affairs of such portfolio company in the sale
agreement. We may also be responsible for the contents of disclosure documents under
applicable securities laws. In addition, we may be directly exposed to claims for the services we
render to our portfolio companies or indirectly (i.e. for indemnification) for claims against certain
of our officers, directors and/or employees who render services to our portfolio companies on our
behalf. Such exposure may materially and adversely affect our operations. In addition, in the event
that any of such contingent liabilities materialise and are not adequately provided for, whether by
internal funds, indemnity, insurance or otherwise, our business, results of operations, financial
condition and prospects may be adversely affected.
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RISK FACTORS
We may be unable to protect our intellectual property rights
Our success will depend, in part, on our ability and the ability of our portfolio companies to
establish and maintain trade secret protection and operate without infringing the intellectual
property rights of third parties. In cases where patent or trademark protection will be an effective
and affordable means of maintaining competitive advantage, it is expected that we and our
portfolio companies (as applicable) will make application(s) for patents and trademarks in the
appropriate jurisdictions. However, it is uncertain whether any such application(s) will be approved
and/or be granted to our portfolio companies by the relevant regulatory authorities. The products
developed by us or our portfolio companies will also incorporate technologies that will not be
protected by any patent and are capable of being duplicated or improved upon by competitors.
Accordingly, our portfolio companies may be vulnerable to competitors who develop competing
technologies, whether independently or as a result of acquiring access to the proprietary products
and trade secrets of our portfolio companies.
We and, to the best of our knowledge, each of our portfolio companies enter into confidentiality
agreements with key employees and consultants, and generally control access to and distribution
of proprietary information. Despite these precautions, it may be possible for a third party to copy
or otherwise obtain and use our products or technology or that of a portfolio company without
authorisation, or to develop a similar technology or technologies independently. In addition,
effective patent, copyright and trade secret protection may be unavailable or limited in certain
foreign countries and may be unenforceable under the laws of certain jurisdictions. Any lack of
protection of our or our portfolio companies intellectual property rights, whether due to
unavailability of, or limitations on, such protection, or to prohibitive costs of such protection, may
have a substantial negative impact on us and/or our portfolio companies.
If we or one (1) or more of our portfolio companies resort to legal proceedings to enforce our
intellectual property rights, the proceedings could be burdensome, disruptive and expensive, and
distract the attention of our management which could have a material adverse effect on us or one
or more of our portfolio companies and, as a result, our business, operating results or financial
condition. There can be no assurance that we or such portfolio companies would prevail in any
legal proceedings to enforce our intellectual property rights.
We may be subject to claims by others with respect to infringement of their intellectual
property rights
The value of the intellectual property owned by or licensed to us and/or our portfolio companies
depends, in part, on how successfully it can be used to defend against claims that we or any of
our portfolio companies is infringing the intellectual property rights of third parties. The medical
technology and agricultural technology industries are characterised by the existence of a large
number of patents and frequent claims and related litigation regarding patent and other intellectual
property rights. We cannot be certain that our products or the products of our portfolio companies
do not and will not infringe issued patents, patents that may be issued in the future or other
intellectual property rights of others.
Neither we nor any of our portfolio companies conduct exhaustive patent searches to determine
whether the technology or technologies used in the products of our portfolio companies infringes
patents held by third parties. In addition, product development is inherently uncertain in a rapidly
evolving technological environment in which there may be numerous patent applications pending,
in a number of jurisdictions, many of which are confidential when filed, with regard to similar
technologies.
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RISK FACTORS
We or one (1) or more of our portfolio companies may face claims by third parties that a product
or products or a technology or technologies infringe their patents or other intellectual property
rights. Any claim of infringement could cause us or one (1) or more of our portfolio companies to
incur substantial costs defending against the claim, even if the claim is invalid, the claim could
distract the attention of management. If any of the technologies of ours or one (1) or more of our
portfolio companies is found to have violated third-party intellectual property rights, we or such
portfolio company may be required to pay substantial damages and this may have a material
adverse effect on us or on such portfolio company and, thus, on our business, financial condition
and results of operations.
We may face uncertainties associated with the expansion of our business
Although we do not have significant current operations outside of Israel, we are considering
establishing operations in new markets such as Singapore and China. Details of our business
strategies and future plans are discussed in the section entitled Prospects, Business Strategies
and Future Plans Business Strategies and Future Plans of this Offer Document. There is no
assurance that our business will succeed in these jurisdictions. Although we will explore
opportunities for government funding (if any) in such jurisdictions, there is no assurance that any
such government funding would be available to us, or if so, would be on similar terms to the
government funding that we and our portfolio companies currently receive from the OCS in Israel.
In the event that we establish operations in these new markets, the failure to (i) obtain any or
receive adequate government funding; or (ii) obtain government funding on similar terms to that
which is currently granted by the OCS in Israel, may adversely affect our business. In addition,
compliance with applicable laws and regulations in other jurisdictions, including tax laws, foreign
exchange controls and cash repatriation restrictions, data privacy requirements, environmental
laws, labour laws and anti-competition regulations, as well as addressing cultural differences,
increases the costs of doing business in foreign jurisdictions.
In addition, successful implementation of our growth strategy depends on many factors including
our ability to leverage on our competitive strengths, hire and retain key employees, access
sufficient capital for us and our portfolio companies, identify and make investments in new
portfolio companies, keep pace with innovation and effectively provide our services to portfolio
companies, compliance with applicable laws and regulations, as well as certain factors which are
beyond our control including general economic conditions, the situation of the high tech industry
as a whole and consumer confidence in future economic conditions.
If we fail to execute any one (1) or more of our growth strategies or fail to fully realise the benefits
expected to result from such strategies, our business and results of operations and our ability to
continue to grow could be materially adversely impacted.
Our Directors and Executive Officers service in portfolio companies may expose us to
certain risks and our Directors and officers may be subject to fiduciary duties towards
portfolio companies which may be in conflict with our interests
Our Directors and Executive Officers serve and may serve as directors of certain of our portfolio
companies. Such service could expose members of our Group, our Directors and/or our Executive
Officers to regulatory action and/or claims by a portfolio company, its shareholders or its creditors
and such events may have an adverse effect on our operations.
In their capacity as directors of portfolio companies, such persons will be subject to fiduciary and
other duties to the portfolio company on whose board of directors they serve, which duties may
on occasion conflict with the best interests of our Group or any particular member of our Group.
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RISK FACTORS
For example, our ability to sell the publicly traded securities of a portfolio company may be limited
if any such person is in possession of material non-public information relating to such portfolio
company.
We are subject to foreign exchange risks and interest rate fluctuations
Although our functional and reporting currency is the US Dollar, we pay a portion of our expenses
in NIS (principally, facilities lease expenses, salaries and related personnel expenses), such that
our results of operations may be adversely affected by currency fluctuations. Our expenses in NIS
constituted approximately 65.1%, 62.9%, 41.4% and 58.0% of our Groups total expenses in
FY2012, FY2013, FY2014 and HY2015 respectively. In periods when the US Dollar is devalued
against the NIS, our reported results of operations may be adversely affected. In addition,
fluctuations in currencies may result in valuation adjustments in our assets and liabilities which
could affect our reported net income (loss). Currency fluctuations may result in a negative impact
on our reported net income in US Dollar.
To date, we have not engaged in any hedging transactions. Although exchange rates differences
as mentioned above have not had a material adverse effect on our financial condition in the past,
we may, in the future, decide to enter into currency hedging transactions to hedge against risk of
financial exposure from fluctuations in the exchange rates of the currencies mentioned above or
other currencies. Such hedging activities may not offset any or more than a portion of the adverse
financial effects of unfavourable movements in foreign exchange rates over the limited time the
hedges are in place. Please refer to the section entitled Managements Discussion and Analysis
of Results of Operations and Financial Position Foreign Exchange Management of this Offer
Document for more details on our foreign exchange exposure.
In addition, dividends, if any, in respect of our Shares will be declared in US Dollar and converted
by our Company into S$ for those investors whose Shares are held through CDP. Please refer to
the section entitled Dividend Policy of this Offer Document for more details. Fluctuations in the
exchange rate between the S$ and the US Dollar will affect, among other things, the S$ value of
our Companys dividends, if any, declared in US Dollar and paid in S$.
We are subject to various legislation and regulations
Laws and regulations may affect our operations in a number of areas. Israeli and other countries
laws and regulations affect or may affect our activities and those of our portfolio companies
including, areas of labour, advertising, digital content, consumer protection, real estate, billing,
e-commerce, promotions, quality of services, telecommunications, mobile communications and
media, television, intellectual property ownership and infringement, tax, import and export
requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data
privacy requirements, anti-competition, environmental and health and safety.
By way of example, our portfolio companies activities in the field of medical devices are, and will
continue to be, subject to numerous regulatory requirements, both local and foreign, that govern
the conduct of clinical trials, manufacturing and marketing authorisation, pricing and third-party
reimbursement. Various jurisdictions may have different approval processes that may impose
various testing requirements for the technology we and our portfolio companies develop. Failure
to obtain the necessary regulatory approvals for any of our and our portfolio companies activities
could result in an inability to develop or market products and may adversely affect our business.
In addition, failure to comply with applicable regulations could result in the imposition of sanctions
on us or our portfolio companies, including fines, injunctions, civil penalties, failure of regulatory
authorities to grant marketing approval of products, delays, suspension or withdrawal of
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RISK FACTORS
approvals, license revocation, seizures or recalls of products, operating restrictions and criminal
prosecutions, any of which could significantly and adversely affect the necessary regulatory
approval(s) and materially and adversely affect our business.
Even if products developed by us or our portfolio companies receive regulatory approval or
clearance, we and our portfolio companies will be subject to on-going reporting obligations and the
products and the manufacturing operations will be subject to continuing regulatory review and
inspection.
If we or our portfolio companies are slow to adapt, or are unable to adapt, to changes in existing
regulatory requirements or the adoption of new regulatory requirements or policies, if there are
any later discoveries of previously unknown problems with any product, manufacturer or
manufacturing process, or if we or our portfolio companies fail to comply with regulatory
requirements for any other reason, we or they may lose marketing approval for a product, which
may result in inter alia, the withdrawal of such a product from the market, the interruption of
manufacturing operations, the imposition of fines, the imposition of labelling and/or marketing
limitations and negative publicity.
Compliance with these laws, regulations and similar requirements may be onerous and expensive,
and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of
compliance. This increases the costs of doing business, and any such costs, which may increase
in the future as a result of changes in these laws and regulations or in their interpretation could
individually or collectively make our and our portfolio companies products and services less
attractive to our customers, delay the introduction of new products in one (1) or more regions, or
cause us to change or limit our business practises.
We may be required to indemnify our Directors and Executive Officers
We have entered into separate officers indemnification and exculpation agreements (collectively,
the 2015 Indemnification Agreements) with each of our Chairmen and Chief Executive
Officers, Todd Dollinger and Steve Rhodes as well as our other Directors, Zeev Bronfeld, Elka Nir,
Stephen Philip Haslett and Hang Chang Chieh, and each of our Executive Officers, Gabriela
Heller, Yosef Ron, Yosef Hazan, Eran Feldhay and Nitza Kardish (each an Indemnitee), which
will be effective as of the date of Listing.
Pursuant to the 2015 Indemnification Agreements, our Company undertakes to indemnify and hold
harmless the Indemnitee to the fullest extent permitted by the Israeli Companies Law, or any other
applicable law, for any liability and Expense (as such term is defined in the 2015 Indemnification
Agreements) that may be imposed upon the Indemnitee due to an act performed or failure to act
by the Indemnitee in his or her capacity as an Officer (as such term is defined in the 2015
Indemnification Agreements) of our Company or any Subsidiary of our Company or any other
company or entity in which the Indemnitee serves as an Officer, or any employee, agent or
fiduciary at the written request of our Company, either prior to or after the date of the respective
2015 Indemnification Agreements, for and against certain specified Indemnifiable Liabilities (as
such term is defined in the 2015 Indemnification Agreements). The indemnification will also apply
to any act or omission taken by the Indemnitee in his or her capacity as a director, other officer,
observer and/or employee of any other company or entity controlled, directly or indirectly, by our
Company or of a company or entity not controlled by our Company but where the Indemnitees
appointment as a director, other officer, observer and/or employee results from our Companys
holdings (directly or indirectly) in such affiliated company or entity, including our portfolio
companies, where the Indemnitee serves in such position at the written request of our Company
or on our behalf. Please refer to the sections entitled Directors, Management and Staff
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RISK FACTORS
Indemnification Agreements, Appendix C Summary of Certain Provisions of Israeli Companies
Law, Appendix D Selected Extracts of our Articles of Association and Appendix E Our
Articles of Association of this Offer Document for further details on the indemnification of our
Directors and Executive Officers.
Accordingly, any claims under the 2015 Indemnification Agreements could materially and
adversely affect our operations.
RISKS RELATING TO OUR LOCATION IN ISRAEL
Conditions in Israel may affect our business, results of operations and financial condition
We and our portfolio companies are incorporated in Israel and our and our portfolio companies
corporate headquarters are located in Israel. Since the establishment of the State of Israel in
1948, a number of armed conflicts have taken place between Israel and its neighbouring
countries, as well as incidents of terrorist activities and other hostilities. Political, economic and
security conditions in Israel could directly affect our operations. Furthermore, political uprisings,
social unrest and armed conflicts which have occurred in recent years in various countries in the
Middle East and North Africa, including Egypt and Syria, are affecting the political stability of those
countries and the region. We and our portfolio companies could be adversely affected by
hostilities involving Israel, including acts of terrorism or any other hostilities involving or
threatening Israel, the interruption or curtailment of trade between Israel and its trading partners,
a significant increase in inflation or a significant downturn in the economic or financial condition
of Israel. Any on-going or future armed conflicts, terrorist activities, tension along the Israeli
borders or political instability in the region could disrupt international trading activities in Israel and
may materially and negatively affect our business and could harm our results of operations. In
addition, these armed conflicts could damage our facilities in Israel.
Certain countries, as well as certain companies and organisations, continue to participate or may
decide to participate in a boycott of Israeli companies, companies with large Israeli operations and
others doing business with Israel and Israeli companies. Boycotts, restrictive laws, policies or
practises directed towards Israel, Israeli businesses or Israeli citizens could, individually or in the
aggregate, have a material adverse effect on our business and our portfolio companies
businesses in the future.
Our operations and the operations of our portfolio companies may be disrupted by the
obligations of personnel to perform military service
Our Israeli employees, and those of our Subsidiaries and portfolio companies, including Executive
Officers, may be called upon to perform military reserve duty until they reach the age of 40 (and
in some cases, depending on their certain military profession up to 45 or beyond that age) and,
in emergency circumstances, could be called to immediate and unlimited active duty. In response
to increased tension and hostilities since September 2000, there have been occasional call-ups
of military reservists, including in connection with the mid-2006 war in Lebanon, the December
2008 conflict with Hamas and the 2012 and 2014 conflicts in the Gaza Strip, and it is possible that
there will be additional call-ups in the future. Our operations as well as those of our Subsidiaries
and portfolio companies could be disrupted by the absence of a significant number of employees
related to military service or the absence for extended periods of one (1) or more of our or our
portfolio companies key employees for military service. Such disruptions could materially and
adversely affect our business and results of operations as well as those of our Subsidiaries and
portfolio companies. To date, such call-ups have not had a material adverse effect on our
business, results of operations or financial condition.
60
RISK FACTORS
Trendlines Agtech is located in the Gush Etzion Industrial Park, which is located in a
disputed territory often referred to as the West Bank or the Judea and Samaria area.
Political tensions and negative publicity may negatively impact companies carrying on
business in this area
Trendlines Agtech and some of its portfolio companies are located in Migdal Oz, Gush Etzion
Industrial Park, an industrial zone under Israels authority and whose governing responsibility is
the subject of dispute between Israel and the Palestinian Authority. Migdal Oz is a kibbutz (that is,
a collective community) located in the Judean Mountains of the West Bank, approximately 12
kilometres south of Jerusalem. There has been negative publicity, especially in Western Europe,
against companies with facilities in these disputed territories. A number of political groups have
called for consumer boycotts of Israeli products originating in these disputed territories. In
addition, the Palestinian Authority has adopted legislation that may prohibit or restrict Palestinians
from working for Israeli companies with production facilities located in disputed territories.
Furthermore, there have been voices in the European Union and other countries calling to mark
the country of origin of products produced in the disputed territories as being produced in Israeli
settlements. As the activities and office headquarters of Trendlines Agtech are situated in a
national priority region, it qualifies as a peripheral incubator and is entitled to certain benefits
including, but not limited to, additional OCS government funding. In the event that Trendlines
Agtech and/or certain of its portfolio companies decide in the future to transfer administration,
research, development or production activities to a location outside of the disputed territories, this
may divert the attention of management, require the expenditure of significant capital resources
and may limit or cause termination of OCS government funding granted to us and our portfolio
companies. Any of the foregoing could have a material adverse effect on our and our portfolio
companies business, activities, financial condition and results of operations.
Changes to Israeli legislation, regulations and government policies might have an adverse
effect on our business and the interpretation and/or application of new Israeli legislation,
regulations and government policies may be uncertain
Changes to legislation in various areas, such as the R&D Law, the Directives of the DirectorGeneral at the Ministry of Economy, the provisions of the Incubators Programme, OCS policies,
policies of tax authorities as well as Israeli governmental policy on resources for R&D in general
and for the Incubators Programme, in particular, might have an adverse effect on our business,
financial condition, prospects and results of our operations and those of our portfolio companies.
In addition, the interpretation and/or application of new Israeli legislation, regulations and
government policies may be unclear. For instance, on 29 July 2015, the Knesset (Israels
parliament) enacted Amendment No. 7 to the R&D Law (Recent Amendment), which is to take
effect as of 1 January 2016. Please refer to the section entitled General Information on our Group
Licences, Permits, Franchises, Approvals, Certifications and Government Regulations of this
Offer Document for more details. There may be uncertainty surrounding the interpretation of the
Recent Amendment, and the structural reorganisation of the OCS pursuant to the Recent
Amendment has yet to be fully executed. The effects of the Recent Amendment on the R&D
landscape in Israel in general and on policies relating to government support and incentivisation
of companies engaged in technological innovation as well as on matters involving fundamental
issues, such as terms and conditions of benefit routes, ownership of intellectual property, transfer
of Know-How (as such term is defined in the R&D Law) and manufacturing rights outside of Israel
have yet to be determined, and further implementing arrangements, rules and regulations will be
required.
61
RISK FACTORS
Such changes may require us to divert the attention of our management and/or expend significant
capital resources to comply with the new legislations, which would likely be time consuming and
consequently may have a material adverse effect on our business, financial condition and results
of our operations and those of our portfolio companies.
We are an Israel-incorporated company and the rights and protection accorded to our
Shareholders may be different from those applicable to shareholders of a Singaporeincorporated company
We are incorporated in Israel under the Israeli Companies Law. The Singapore Companies Act
may provide shareholders of a Singapore-incorporated company with rights and protection of
which there may be no corresponding or similar provisions under the Israeli Companies Law. As
such, if you invest in our Shares, you may or may not be accorded the same level of shareholder
rights and protection that a shareholder of a Singapore-incorporated company may be accorded
under the Singapore Companies Act.
For more details on a comparison between the Singapore Companies Act and the Israeli
Companies Law, and a comparison between our Articles of Association and Appendix 4C of the
Catalist Rules, please refer to the sections entitled Appendix B Comparison between Singapore
Companies Law and Israeli Companies Law and Appendix F Comparison between our Articles
of Association and Appendix 4C of the Catalist Rules of this Offer Document, respectively for
more details.
Each of the summaries and explanatory statements does not purport to be comprehensive, and
is not intended to be, and does not constitute legal advice and any person wishing to obtain advice
on the differences between the Israeli Companies Law and the Singapore Companies Act and/or
the laws of any jurisdiction with which he is not familiar is recommended to seek independent legal
advice.
Provisions of Israeli law and our Articles of Association may delay, prevent or otherwise
impede a merger with, or an acquisition of, our Company, which could prevent a change of
control, even when the terms of such a transaction are favourable to us and our
Shareholders
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above
specified thresholds, requires special approvals for transactions involving directors, other officers
or significant shareholders and regulates other matters that may be relevant to these types of
transactions. For example, a person wishing to acquire shares of a public Israeli company and
who would as a result of such acquisition hold more than 90.0% of the public Israeli companys
issued share capital is required by the Israeli Companies Law to make a tender offer to all of the
companys shareholders for the purchase of all of the issued and outstanding shares of the
company. If (a) the shareholders who did not accept the offer hold less than 5.0% of the issued
share capital and a majority of the offerees that do not have a personal interest in the acceptance
of the tender offer accepted the tender offer; or (b) the shareholders who did not accept the tender
offer hold less than 2.0% of the issued share capital, all of the shares that the offeror offered to
purchase will be transferred to the offeror by operation of law. Furthermore, the shareholders,
including those who indicated their acceptance of the tender offer, may, at any time within six (6)
months following the completion of the tender offer, petition an Israeli court to alter the
consideration for the acquisition (unless the offeror stipulated in its tender offer that a shareholder
that accepts the offer may not seek appraisal rights).
62
RISK FACTORS
In addition, our Articles of Association provide that our Directors (other than external directors) are
elected on a staggered basis, which may be a deterrent to a potential acquirer of our Company
because the presence of a staggered board makes it more difficult and time consuming for the
potential acquirer of our Company to gain control of our board of directors (if at all).
In addition, Israeli tax considerations may make potential transactions unappealing to us or to our
Shareholders whose country of residence does not have a tax treaty with Israel exempting such
shareholders from Israeli tax. With respect to mergers involving an exchange of shares, Israeli tax
law allows for tax deferral in certain circumstances but makes the deferral contingent on the
fulfilment of a number of conditions, including, in some cases, a holding period of two (2) years
from the date of the transaction during which sales and dispositions of shares of the participating
companies are subject to certain restrictions. Moreover, with respect to certain share swap
transactions in which the sellers receive shares in the acquiring entity that are publicly traded on
a stock exchange, the tax deferral is limited in time, and when such time expires, the tax becomes
payable even if no disposition of such shares has occurred. In order to benefit from the tax
deferral, a pre-ruling from the Israel Tax Authority might be required.
These and other similar provisions could delay, prevent or impede an acquisition of us or our
merger with another company, even if such an acquisition or merger would be beneficial to us or
to our Shareholders. Please refer to the sections entitled Take-Overs, Corporate Governance
and Appendix C Summary of Certain Provisions of Israeli Companies Law of this Offer
Document for further details.
It may be difficult to enforce a Singapore judgement against us and any Directors who are
non-residents in Singapore
Our Company is incorporated in Israel and our main operations and assets are located in Israel.
In addition, save for Stephen Philip Haslett and Hang Chang Chieh, our Directors and our
Executive Officers are non-residents of Singapore and substantially all the assets of these
persons are located outside Singapore. As a result, it could be difficult to serve process in
Singapore on, or to enforce a judgement obtained in Singapore against, us or any of these
persons. Additionally, it may be difficult for an investor, or any other person or entity, to assert a
claim based on Singapore laws in original actions instituted in Israel. Israeli courts may also
refuse to hear a claim based on a violation of Singapore laws on the grounds that Israel is not the
most appropriate forum in which to bring such a claim. Even if an Israeli court agrees to hear a
claim, it may determine that Israeli law and not Singapore law is applicable to the claim. If a
Singapore law is found to be applicable, the content of applicable Singapore law must be proved
as a fact, which can be a time consuming and costly process. Certain matters of procedure will
also be governed by Israeli law. As a result of the difficulty associated with enforcing a judgement
against us in Israel, you may not be able to collect any damages awarded by either a Singapore
or foreign court.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
Investment in shares quoted on Catalist involves a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing
platform designed primarily for fast-growing and emerging or smaller companies to which a higher
investment risk tends to be attached as compared to larger or more established companies listed
on the Main Board of the SGX-ST. An investment in shares quoted on Catalist may carry a higher
risk than an investment in shares quoted on the Main Board of the SGX-ST and the future success
and liquidity in the market of our Shares cannot be guaranteed.
63
RISK FACTORS
There is no prior market for our Shares and the Placement may not result in an active or
liquid market for our Shares
Prior to the Listing, there has been no public market for our Shares. Although we have applied to
the SGX-ST for the dealing and quotation of our Shares on Catalist, there is no assurance that an
active trading market for our Shares will develop or, if developed, will be sustained.
The rules of the Listing Manual require that companies applying for listing of their equity securities
on Catalist meet certain minimum shareholding spread and distribution requirements. While we
will need to meet these requirements in order to list our Shares on Catalist, these requirements
are only minimum requirements. Our shareholding distribution in the Placement and our post-Final
Issuance shareholding spread may not substantially exceed these limits, or may even fall below
these limits after the Placement. In the case where the percentage of our post-Final Issuance
share capital held by public shareholders is less than 10.0%, the SGX-ST may suspend trading
of our Shares. As a result, liquidity of our Shares can be materially curtailed and there may be no
or limited trading in our Shares, and you may not be able to acquire Shares or sell your Shares
in our Company, either at a favourable price or at all. In addition, if shares, such as our Shares,
have only limited liquidity, the price of such shares can fluctuate significantly as a result of only
one or a small number of trades in these shares.
Our share price may be volatile in the future which could result in substantial losses for
investors purchasing Shares pursuant to the Placement
There is no assurance that the market price for our Shares will not decline below the Placement
Price. The Placement Price was determined after consultation between our Company and the
Sponsor, Issue Manager and Placement Agent after taking into consideration, inter alia, prevailing
market conditions and estimated market demand for our Shares. The Placement Price may not be
indicative of the market price for our Shares after the completion of the Placement. Investors may
not be able to sell their Shares at or above the Placement Price. The market price of our Shares
may fluctuate significantly and rapidly as a result of, inter alia, the following factors, some of which
are beyond our control:
changes in general economic and stock market conditions;
changes in our operating results;
perceived prospects and future plans for our business and the general outlook of our
industry;
changes in securities
recommendations;
differences between our actual financial operating results and those expected by investors
and securities analysts;
announcements by our competitors or ourselves of gain or loss of significant contracts,

acquisitions, strategic partnerships, joint ventures or capital commitments;
our involvement in litigations; and
addition or loss of key personnel.
analysts
estimates
64
of
our
financial
performance
and
RISK FACTORS
Future sale or issuance of Shares could adversely affect our Share price
The Cornerstone Investor is not subject to any lock-up. If the Cornerstone Investor directly or
indirectly sells or is perceived as intending to sell a substantial amount of its Shares, the market
price for our Shares could be adversely affected.
Any future sale, availability or issuance of a large number of our Shares in the public market can
have a downward pressure on our Share price. The sale of a significant amount of Shares in the
market after the Placement, or the perception that such sale may occur could materially and
adversely affect the market price of our Shares. These factors could also affect our ability to issue
additional equity securities in future. Save as otherwise described in the section entitled
Shareholders Moratorium of this Offer Document, there are no restrictions on the ability of our
Shareholders to sell their Shares either on the SGX-ST or otherwise.
We may require additional funding for our growth plans, and such funding may result in a
dilution of our Shareholders investment
We have estimated our funding requirements in order to implement our growth plans as set out in
the section entitled Prospects, Business Strategies and Future Plans Business Strategies and
Future Plans of this Offer Document.
In the event that the costs of implementing such plans should exceed these estimates significantly
or that we come across opportunities to grow through expansion plans which cannot be predicted
at this junction, and our funds generated from our operations prove insufficient for such purposes,
we may need to raise additional funds to meet these funding requirements.
These additional funds may be raised by issuing equity or debt securities or by borrowing from
banks or from other resources. We cannot ensure that we will be able to obtain any additional
financing on terms that are acceptable to us, or at all. If we fail to obtain additional financing on
terms that are acceptable to us, we will not be able to implement such plans fully. Such financing,
even if obtained, may be accompanied by conditions that limit our ability to pay dividends or
require us to seek lenders consent for payment of dividends, or restrict our freedom to operate
our business by requiring lenders consent for certain corporate actions. Further, in the event that
we raise additional funds by way of a limited placement or by a rights offering or through the
issuance of new Shares to new and/or existing shareholders after the Placement, they may be
priced at a discount to the then prevailing market price of our Shares trading on the SGX-ST, or
if any of the Shareholders are unable or unwilling to participate in such additional round of fund
raising, in which case, Shareholders equity interest may be diluted. If we fail to utilise the new
equity to generate a commensurate increase in earnings, our earnings per Share will be diluted,
and this could cause a decline in our Share price.
Investors in our Shares would face immediate and substantial dilution in the NTA per Share
and may experience future dilution
The Placement Price of our Placement Shares is substantially higher than our Groups NTA per
Share of 24.39 cents based on the post-Final Issuance share capital and after adjusting for the
estimated net proceeds from the issue of the Placement Shares. If we were liquidated immediately
following this Placement, each investor subscribing to this Placement would receive less than the
price they paid for their Shares. Please refer to the section entitled Dilution of this Offer
Document for more information.
65
RISK FACTORS
In addition, we may grant Options under our Trendlines 2015 Share Option Plan. To the extent that
such Option Shares are issued, there may be further dilution to investors participating in the
Placement. Please refer to the section entitled Share Option Plans, Appendix I Rules of the
Trendlines 2015 Share Option Plan and Appendix J Rules of the Sub-Plan of this Offer
Document for more information.
We may not be able to pay dividends in the future
Our ability to declare dividends to our Shareholders in the future will be contingent on our future
financial performance and distributable reserves of our Company in accordance with applicable
law. This is, in turn, dependent on our ability to implement our future plans, and on regulatory,
competitive, technical and other factors, general economic conditions and other factors relevant
to our business environment. Any of these factors could have a material adverse effect on our
business, financial condition and results of operations, and hence there is no assurance that we
will be able to pay dividends to our Shareholders after the completion of the Placement.
Further, in the event that we are required to enter into any loan arrangements with any financial
institutions or lenders, covenants in the loan agreements may also limit when and how much
dividends we can declare and pay out.
Investors may not be able to participate in future rights offerings or certain other equity
issues by us
In the event that we issue new Shares, we will be under no obligation to offer those Shares to our
existing Shareholders at the time of issue, except where we elect to conduct a rights issue. If we
offer to our Shareholders rights to subscribe for additional Shares or any rights of any other nature
or other equity issues, we will have the discretion and be subject to the relevant laws, rules and
regulations as to the procedures to be followed in making such rights offering available to our
existing Shareholders or in disposing of such rights for the benefit of such Shareholders and
making the net proceeds available to them. We may choose not to offer the rights or other equity
issues to our Shareholders or investors having an address outside Singapore, hence overseas
Shareholders or investors may be unable to participate in future offerings of our Shares and may
experience dilution of their interests in our Company.
66
ISSUE STATISTICS
PLACEMENT PRICE
33.00 cents
NTA
NTA per Share derived from the audited consolidated balance sheet of our
Group as at 30 June 2015 after adjusting for the Restructuring Exercise, the
issue of the Pre-IPO New Shares, the RCL Converted Shares and PPCF
Shares (the Adjusted NTA):
(a)
before adjusting for the estimated net proceeds from the issue of
Placement Shares (including the Cornerstone Shares) and based on
our Companys pre-Final Issuance share capital of 423,991,368
Shares
23.25 cents
(b)
after adjusting for the estimated net proceeds from the issue of
our Companys post-Final Issuance share capital of 508,657,824
Shares
24.39 cents
Premium of Placement Price over the Adjusted NTA per Share as at 30 June
2015:
(a)
before adjusting for the estimated net proceeds from the issue of
our Companys pre-Final Issuance share capital of 423,991,368
Shares
41.9%
(b)
after adjusting for the estimated net proceeds from the issue of
our Companys post-Final Issuance share capital of 508,657,824
Shares
35.4%
PRICE-TO-NTA RATIO (PNTA)

Historical PNTA based on the Placement Price and the Adjusted NTA per
Share as at 30 June 2015
1.4 times
LOSS PER SHARE

Historical net loss per Share of our Group for FY2014 based on our
Companys post-Final Issuance share capital of 508,657,824 Shares
(0.70) cents
Historical net loss per Share of our Group for FY2014 had the Employment
Agreements been in effect since 1 January 2014 and based on our
Companys post-Final Issuance share capital of 508,657,824 Shares
(0.73) cents
PRICE EARNINGS RATIO (PER)

Historical PER based on the Placement Price and the historical net loss per
Share of our Group for FY2014
N.M.
Historical PER based on the Placement Price and the historical net loss per
Share of our Group for FY2014 had the Employment Agreements been in
effect since 1 January 2014
N.M.
67
ISSUE STATISTICS
NET OPERATING CASH FLOW (1)
Historical net operating cash flow per Share of our Group for FY2014 based
on our Companys post-Final Issuance share capital of 508,657,824 Shares
(1.75) cents
Historical net operating cash flow per Share of our Group for FY2014 had
the Employment Agreements been in effect since 1 January 2014 and
based on our Companys post-Final Issuance share capital of 508,657,824
Shares
(1.81) cents
PRICE TO NET OPERATING CASH FLOW

Ratio of Placement Price to historical net operating cash flow per Share of
our Group for FY2014 based on our Companys post-Final Issuance share
capital of 508,657,824 Shares
N.M.
Ratio of Placement Price to historical net operating cash flow per Share of
our Group for FY2014 had the Employment Agreements been in effect since
1 January 2014 and based on our Companys post-Final Issuance share
capital of 508,657,824 Shares
N.M.
MARKET CAPITALISATION
Market capitalisation based on the Placement Price and our Companys
post-Final Issuance share capital of 508,657,824 Shares
Notes:
(1)
Net operating cash flow refers to net cash used in operating activities.
(2)
N.M. means not meaningful.
68
S$167.9 million
USE OF PROCEEDS AND LISTING EXPENSES

Use of Proceeds
The estimated net proceeds to be raised by our Company from the Placement, after deducting the
aggregate estimated cash expenses in relation to the Placement of approximately S$5.7 million,
will be approximately S$19.3 million.
We intend to use our gross proceeds from the issue of the Placement Shares (including the
Cornerstone Shares) in the following manner:
Amount
(S$000)
Estimated amount
allocated for each dollar
raised by our Company
(as a percentage of the
gross proceeds to be
raised by us from the
issue of the Placement
Shares (including the
Cornerstone Shares))
10,000
40.0%
5,000
20.0%
2,875
11.5%
Operational expenses to support potential

increase in the number of portfolio companies
1,400
5.6%
19,275
77.1%
5,726
22.9%
25,001
100.0%
Intended Use
Follow-on investments in our portfolio
companies
Net proceeds
Estimated cash expenses
(1)
Gross proceeds
Note:
(1)
These refer to the cash expenses payable by our Company in connection with the Placement (excluding the
management fee payable to the Sponsor and Issue Manager pursuant to the Full Sponsorship and Management
Agreement which will be satisfied in full by the allotment and issuance of 2,651,600 PPCF Shares). The total
estimated listing expenses to be borne by our Company is approximately S$6.6 million, of which approximately
S$6.5 million will be capitalised against the share premium account and approximately S$0.1 million will be charged
to the profit and loss account of our Company.
Please refer to the section entitled Prospects, Business Strategies and Future Plans Business
Strategies and Future Plans of this Offer Document for more details on the future plans of our
Group.
The foregoing discussion represents the best estimate of our allocation of the net proceeds of the
Placement based on our current plans and estimates regarding our anticipated expenditures. Our
actual expenditures may vary from these estimates and we may find it necessary or advisable to
reallocate the proceeds within the categories described above or to use portions of the proceeds
for other purposes. In the event we decide to reallocate such proceeds for other purposes, we will
publicly announce our intention to do so through a SGXNET announcement on the internet at the
SGX-ST website, http://www.sgx.com. In addition, our Company will make periodic
announcements on the use of the proceeds from the Placement as and when the proceeds from
the Placement are materially disbursed, and provide a status report on the use of the proceeds
from the Placement in our financial results announcements and annual reports.
69
USE OF PROCEEDS AND LISTING EXPENSES

Pending the deployment of the net proceeds from the issuance of Placement Shares (including the
Cornerstone Shares) as aforesaid, the funds will be placed in short-term deposits with banks and
financial institutions or invested in money making instruments as our Directors may, in their
absolute discretion, deem fit.
In the event that the amount set aside to meet the estimated expenses in relation to the Placement
is in excess of the actual expenses incurred, such amount will be made available for our working
capital purposes. In the reasonable opinion of our Directors, there is no minimum amount which
must be raised by the Placement.
Listing Expenses
The estimated cash expenses payable by our Company in connection with the Placement and the
application for Listing, including the placement commission, management fees, legal and audit
fees, fees payable to the SGX-ST and all other incidental expenses in relation to the Placement
are estimated to amount to approximately S$5.7 million.
For each Singapore Dollar of the proceeds from the Placement, approximately S$0.23 (1) will be
used to pay for expenses incurred in connection with the Listing. A breakdown of these expenses
is as follows:
Estimated Amount
(S$000)
Listing Expenses
Listing and application fees
Professional fees (1)
Placement commission
(2)
Miscellaneous expenses
Total
As a percentage of the
gross proceeds from
the Placement
(%)
63
0.3
3,937
15.7
1,125
4.5
601
2.4
5,726
22.9
Notes:
(1)
These refer to the cash expenses payable by our Company in connection with the Placement (excluding the
management fee payable to the Sponsor and Issue Manager pursuant to the Full Sponsorship and Management
Agreement which will be satisfied in full by the allotment and issuance of 2,651,600 PPCF Shares).
(2)
The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our
Company is 4.5% of the Placement Price payable for each Placement Share. Please refer to the section entitled
General and Statutory Information Management and Placement Arrangements of this Offer Document for more
details.
Subscribers of the Placement Shares may be required to pay brokerage or selling commission of
up to 1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement
The Cornerstone Investor may be required to pay brokerage of up to 0.5% of the Placement Price
(and the prevailing GST thereon, if applicable) for all the Cornerstone Shares to the Placement
70
DIVIDEND POLICY
Our Company was incorporated on 1 May 2007 and has not distributed any dividend on our
Shares since incorporation. In addition, none of our Subsidiaries has declared or paid any
dividends in respect of each of the last three (3) financial years ended 31 December 2012, 2013
and 2014 and the period from 1 January 2015 to the Latest Practicable Date.
We currently do not have a fixed dividend policy. Although we aspire to pay regular dividends, we
currently intend to retain available funds from any future earnings to fund the development and
growth of our business.
Under the Israeli Companies Law, a company may effect a distribution only out of its profits and
the distribution amount is limited to the greater of retained earnings or earnings accumulated over
the two (2) most recent years, after subtracting prior distributions, according to our then last
reviewed or audited financial statements (provided that the end of the period to which the financial
statements relate is not more than six (6) months prior to the date of distribution), provided that
our Board of Directors determines that there is no reasonable concern that such distribution will
prevent us from satisfying our existing and foreseeable obligations as and when they become due.
According to the Israeli Companies Law, retained earnings refer to surplus, that is, the sums
included in the equity of our Company which are derived from our net profits, as determined in
accordance with generally accepted accounting principles, and other sums included in the equity
in accordance with generally accepted accounting principles, which are not share capital or share
premium, that the Israeli Minister of Justice has provided that such shall be deemed as surplus.
In the event that we do not have profits legally available for distribution, as defined in the Israeli
Companies Law, we may seek the approval of the court in order to distribute a dividend. Prior to
the granting of the court order, we are required to give notice of the proposed distribution to our
creditors, who are entitled to file their objections with the court. The court may approve our request
if it is convinced that there is no reasonable concern that the payment of a dividend will prevent
us from satisfying our existing and foreseeable obligations as they become due.
The form, frequency and amount of future dividends on our Shares that our Directors may
recommend or declare in respect of any particular financial year or period will be subject to the
factors outlined below as well as any other factors deemed relevant by our Directors:
(a)
the level of our cash and retained earnings;
(b)
our actual and projected financial performance;
(c)
our projected levels of capital expenditure and expansion plans;
(d)
our working capital requirements and general financing condition; and
(e)
restrictions on payment of dividends imposed on us by our financing arrangements (if any).
No inference shall or can be made from any of the foregoing statements as to our actual future
profitability or ability to pay dividends in any of the periods discussed. There can be no assurance
that dividends will be paid in the future or of the amount or timing of any dividends that will be paid
in the future.
71
DIVIDEND POLICY
Our Company will declare dividends, if any, in US Dollars. Depositors who hold Shares through
CDP will receive dividends from our Company in Singapore Dollars. CDP will make the necessary
arrangements to convert the dividends received from our Company into Singapore Dollars
equivalent at such foreign exchange rate as CDP may determine for onward distribution to such
Depositors entitled thereto. Neither our Company nor CDP will be liable for any loss howsoever
arising from the conversion of the dividend entitlement of Depositors holding their Shares through
CDP from US Dollars into the Singapore Dollar equivalent.
All dividends are paid pro-rata among our Shareholders in proportion to their respective holdings
of our Shares, unless the rights attached to an issue of any Shares provides otherwise.
Notwithstanding the foregoing, the payment by our Company to CDP of any dividend payable to
a Shareholder whose name is entered in the Depository Register shall, to the extent of payment
made to CDP, discharge our Company from any liability to that Shareholder in respect of that
payment.
Shares which are fully paid-up or which are credited as fully or partly paid within any period which
in respect thereof dividends are paid shall entitle the holders thereof to a dividend in proportion
to the amount paid-up or credited as paid-up in respect of the nominal value of such Shares and
to the date of payment thereof.
Information relating to taxes payable on dividends is set out in the section entitled Taxation of
72
SHARE CAPITAL
Our Company (Company Registration Number: 513970947) was incorporated in Israel on 1 May
2007 under the Israeli Companies Law as a private company limited by shares.
Our authorised share capital since the date of incorporation up to the Latest Practicable Date has
been NIS 1,000,000 comprising 100,000,000 Shares of NIS 0.01 par value per Share. Pursuant
to the completion of the Share Increase, our authorised share capital was increased to NIS
15,000,000 comprising 1,500,000,000 Shares of NIS 0.01 par value per Share.
Our issued and paid-up share capital as at the date of incorporation was NIS 135,144.68 (or
approximately US$33,540), comprising 13,514,468 Shares of NIS 0.01 par value each. As at 30
June 2015, our issued and paid-up share capital was NIS 444,140.42 (or approximately
US$112,000), comprising 44,414,042 Shares of NIS 0.01 par value each with a share premium of
US$27,723,000. As at the Latest Practicable Date, our issued and paid-up share capital was NIS
445,699.71 (or approximately US$112,414), comprising 44,569,971 Shares of NIS 0.01 par value
each with a share premium of US$27,862,730.
Pursuant to the resolutions of our Board of directors of our Company (without convening an actual
meeting) dated 22 February 2015, the directors approved, inter alia, the allotment and issuance
of an aggregate of 1,417,069 Shares (2014-2015 Private Placement Investment Shares) to the
2014-2015 Private Placement Investors in consideration for the total aggregate investment
amount of US$2,125,602, which will rank pari passu in all respects with the existing issued
Shares.
Pursuant to the resolutions of our Board of directors of our Company (without convening an actual
meeting) dated 8 June 2015, the directors approved, inter alia, the allotment and issuance of the
Pre-IPO New Shares to the Pre-IPO Investors upon Conversion in accordance with the terms and
conditions of the Pre-IPO Redeemable Convertible Loan Agreement, which will rank pari passu in
all respects with the existing issued Shares.
Pursuant to the resolution of our Board of directors of our Company (without convening an actual
meeting) dated 29 June 2015, the directors approved, inter alia, the allotment and issuance of the
Agtech Consideration Shares to the Agtech Minority Shareholders in accordance with the terms
and conditions of the Agtech Minority Shareholders Share Exchange Agreement, which will rank
pari passu in all respects with the existing issued Shares.
meeting) dated 30 June 2015, the directors approved, inter alia, (a) the allotment and issuance of
925,377 Shares, with a par value of NIS 0.01 per Share, at an issue price of US$1.609 per Share,
to the June 2015 Equity Financing Investors in consideration for the total aggregate investment
amount of US$1,488,932, which will rank pari passu in all respects with the existing issued
Shares; and (b) the allotment and issuance of 12,430 Shares, with par value of NIS 0.01 each, at
an issue price of US$1.609 per Share, to a finder who is an Unrelated Third Party (Finder) as
finder fees (Finder Shares) (equivalent to 2.0% of the 621,504 Shares purchased by one (1) of
our June 2015 Equity Financing Investors) (Finder Fees), which will rank pari passu in all
respects with the existing issued Shares.
73
SHARE CAPITAL
Pursuant to the resolution of our Board of directors of our Company dated 19 October 2015 (19
October 2015 Board Meeting), our directors approved, inter alia, the following:
(a)
the recommendation to Shareholders in respect of the Share Increase and the adoption of a
new set of Articles of Association;
(b)
the allotment and issuance of a number of Shares as bonus shares, subject to, inter alia,
approval of the exact number of bonus shares being obtained at a subsequent Board
meeting;
(c)
subject to the approval of the Share Increase, the adoption of a new set of Articles of
Association and the approval of our Shareholders being obtained, the allotment and
issuance of the Placement Shares (including the Cornerstone Shares) which are the subject
of the Placement, which when allotted, issued and credited as fully paid-up, will rank pari
passu in all respects with the existing issued Shares;
(d)
subject to the approval of our Shareholders being obtained, the adoption of the Plan and the
Sub-Plan, details of which are set out in the sections entitled Share Option Plans,
Appendix I Rules of the Trendlines 2015 Share Option Plan and Appendix J Rules of
the Sub-Plan of this Offer Document; and
(e)
the listing and quotation of all the issued Shares (including the Pre-IPO New Shares, the RCL
Converted Shares and the PPCF Shares), the Placement Shares (including the Cornerstone
Shares) to be allotted and issued pursuant to the Placement, the Debenture Conversion
Shares, the Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration
Shares to be allotted and issued (subject to the satisfaction of the Agtech Employee
Conditions Precedent), Octagon/GMP Securities Compensation Shares to be allotted and
issued (if any, subject to the exercise of the 2014 Compensation Warrants), Tmura Shares
to be allotted and issued (if any, subject to the exercise of the Tmura Warrant) and the Option
Shares to be allotted and issued (if any, subject to the exercise of the options granted under
the Old Option Plan, the Plan and/or Sub-Plan) on Catalist.
meeting) dated 12 November 2015, our directors approved, inter alia, the following:
(a)
in connection with resolution (b) of the 19 October 2015 Board Meeting above, the allotment
and issuance of the Bonus Shares (Bonus Shares Issue);
(b)
the allotment and issuance of the Pre-IPO New Shares to the Pre-IPO Investors pursuant to
the Pre-IPO Redeemable Convertible Loan Agreement, and which when allotted, issued and
credited as fully paid-up, will rank pari passu in all respects with the existing issued Shares;
(c)
the allotment and issuance of the RCL Converted Shares to the Debenture Holders (who
elected the Amending Option), and which when allotted, issued and credited as fully paid-up,
will rank pari passu in all respects with the existing issued Shares;
(d)
the allotment and issuance of the Debenture Conversion Shares to the Debenture Holders
(who elected or were deemed to have elected the Holding Option) which is separate from but
will take place immediately prior to or contemporaneously with the completion of the
Placement, and which when allotted, issued and credited as fully paid-up, will rank pari
(e)
the allotment and issuance of the Misgav/Karmiel Consideration Shares to the

Misgav/Karmiel Shareholders, which is separate from but will take place immediately prior to
74
SHARE CAPITAL
or contemporaneously with the completion of the Placement, and which when allotted, issued
and credited as fully paid-up, will rank pari passu in all respects with the existing issued
Shares;
(f)
subject to the satisfaction of the Agtech Employee Conditions Precedent, the allotment and
issuance of the Agtech Employee Consideration Shares to the Trustee, which is separate
from but will take place immediately prior to or contemporaneously with the completion of the
Placement, and which when allotted, issued and credited as fully paid-up, will rank pari
(g)
subject to the exercise of the 2014 Compensation Warrants, the allotment and issuance of
the Octagon/GMP Securities Compensation Shares which when allotted, issued and credited
as fully paid-up, will rank pari passu in all respects with the existing issued Shares;
(h)
subject to the exercise of the Tmura Warrant, the allotment and issuance of the Tmura
Shares which when allotted, issued and credited as fully paid-up, will rank pari passu in all
respects with the existing issued Shares; and
(i)
the allotment and issuance of the PPCF Shares to PPCF as part of their management fee as
Sponsor and Issue Manager pursuant to the Full Sponsorship and Management Agreement
which when allotted, issued and credited as fully paid-up, will rank pari passu in all respects
with the existing issued Shares.
Pursuant to the special general meeting held on 11 November 2015, our Shareholders approved,
inter alia, the following:
(a)
the Share Increase;
(b)
the re-classification and change of status of our Company from a private company to a public
company;
(c)
the adoption of a new set of Articles of Association;
(d)
the allotment and issuance of the Placement Shares (including the Cornerstone Shares)
which are the subject of the Placement, which when allotted, issued and credited as fully
paid-up, will rank pari passu in all respects with the existing issued Shares;
(e)
that authority be given to our Directors to (i) issue Shares whether by way of rights, bonus
or otherwise; (ii) make or grant offers, agreements or options (collectively, Instruments)
that might or would require Shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) warrants, debentures or other instruments convertible
into Shares, at any time and upon such terms and conditions and for such purposes and to
such persons as our Directors may in their absolute discretion deem fit; and (iii)
(notwithstanding the authority conferred by this resolution may have ceased to be in force)
issue Shares in pursuance of any Instruments made or granted by the Directors while this
resolution was in force, provided that:
(1)
the aggregate number of Shares (including Shares to be issued in pursuance of the

Instruments, made or granted pursuant to this resolution) and Instruments to be issued
pursuant to this resolution shall not exceed 100.0% of the total number of issued Shares
(excluding treasury shares) in the capital of our Company (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of Shares to be issued
(including Shares to be issued pursuant to the Instruments) other than on a pro rata
75
SHARE CAPITAL
basis to existing Shareholders shall not exceed 50.0% of the total number of issued
Shares (excluding treasury shares) in the capital of our Company (as calculated in
accordance with sub-paragraph (2) below);
(f)
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares (including Shares to be issued pursuant
to the Instruments) that may be issued under sub-paragraph (1) above, the percentage
of Shares that may be issued shall be based on the total number of issued Shares of
our Company (excluding treasury shares) immediately after the Placement, after
adjusting for: (A) new Shares arising from the conversion or exercise of the Instruments
or any convertible securities; (B) new Shares arising from exercising share options or
vesting of share awards outstanding and subsisting at the time of the passing of this
authority, provided that the share options or share awards were granted in compliance
with the Catalist Rules; and (C) any subsequent bonus issue, consolidation or
sub-division of Shares;
(3)
in exercising such authority, our Company shall comply with the provisions of the
Catalist Rules for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Articles of Association for the time being of our Company; and
(4)
unless revoked or varied by our Company in a general meeting, such authority shall
continue in force until (A) the conclusion of the next annual general meeting of our
Company or (B) the date by which the next annual general meeting of our Company is
required by law to be held, whichever is the earlier; and
the approval and adoption of the Plan and the Sub-Plan, details of which are set out in the
sections entitled Share Option Plans, Appendix I Rules of the Trendlines 2015 Share
Option Plan and Appendix J Rules of the Sub-Plan of this Offer Document.
As at the date of this Offer Document, there is only one (1) class of Shares in the capital of our
Company, being the Shares. A summary of the Articles of Association of our Company relating to,
inter alia, the voting rights and privileges of our Shareholders is set out in Appendix D Selected
Extracts of our Articles of Association and Appendix E Our Articles of Association of this Offer
Document.
Save as disclosed in the sections entitled Share Capital and Share Option Plans of this Offer
Document, there are no founders, management, deferred or unissued Shares reserved for
issuance by our Company for any purpose. The Placement Shares (including the Cornerstone
Shares) shall have the same interest and voting rights as our existing issued Shares and there are
no restrictions to the free transferability of our fully paid-up Shares (unless the transfer is
restricted or prohibited by law or by the rules, bye-laws or listing rules of a stock exchange on
which the Shares are listed or traded please refer to the section entitled General and Statutory
Information Miscellaneous of this Offer Document for more details).
Save as disclosed in the sections entitled Share Capital, Shareholders and Share Option
Plans of this Offer Document, no person has, or has the right to be given, an option to subscribe
for or purchase any securities of our Company or any entity in our Group. Save for the Old
Options, no option to subscribe for Shares in our Company has been granted to, or was exercised
by, any of our Directors or Executive Officers.
76
SHARE CAPITAL
As at the date of this Offer Document, following the allotment and issuance of the Pre-IPO New
Shares, the RCL Converted Shares and the PPCF Shares, the issued and paid-up share capital
of our Company is NIS 4,239,913.68 (or approximately US$285,449), comprising 423,991,368
Shares of NIS 0.01 par value each, with a share premium of US$38,084,273, and our authorised
share capital is NIS 15,000,000 consisting of 1,500,000,000 Shares of NIS 0.01 par value each.
Upon the allotment and issuance of Placement Shares (including the Cornerstone Shares), the
Debenture Conversion Shares, the Misgav/Karmiel Consideration Shares and the Agtech
Employee Consideration Shares, the resultant issued and paid-up share capital of our Company
will be increased to NIS 5,086,578.24 (or approximately US$505,259), comprising 508,657,824
Shares of NIS 0.01 par value each, with a share premium of US$51,665,939.
Details of the changes in the issued and paid-up share capital of our Company for FY2013,
FY2014 and HY2015 and from 1 July 2015 up to the Latest Practicable Date and immediately after
the Final Issuance are set out below:
Number of
Shares
Issued and paid-up Shares as at the
incorporation of our Company
Issue of new Shares for the period after the
incorporation of our Company and before
31 December 2013
Share
capital
(US$)
Share premium
(US$)
13,514,468
33,540
24,427,490
62,460
19,628,000
37,941,958
96,000
19,628,000
1,800,494
4,000
1,776,000
39,742,452
100,000
21,404,000
4,671,590
12,000
6,309,000
10,000
44,414,042
112,000
27,723,000
155,929
414
139,730
Issued and paid-up share capital as at the

44,569,971
112,414
27,862,730
Issued and paid-up share capital after the

Share Increase and Bonus Shares Issue
311,989,797
64,780,000
166,230
9,612,559
2,651,600
6,804
608,983
Issued and paid-up share capital immediately

before the Placement
423,991,368
285,449
38,084,273
Placement Shares (including the Cornerstone

Shares) issued pursuant to the Placement
75,760,000
196,687(2)
13,206,820(1)(2)
Issued and paid-up share capital as at

31 December 2013
Issue of new Shares pursuant to (i) exercise
of Old Options; (ii) exercise of warrants; and
(iii) conversion of Debentures
31 December 2014
Issue of (i) the 2014-2015 Private Placement
Investment Shares; (ii) the Agtech
Consideration Shares; (iii) new Shares
pursuant to the June 2015 Equity Financing
Round; (iv) Finder Shares; and (v) new
Shares pursuant to the conversion of
Debentures
Forfeiture of Old Options
30 June 2015
Issue of new Shares pursuant to exercise of
Old Options
Issue of (i) Pre-IPO New Shares; and (ii) RCL

Converted Shares
Issue of PPCF Shares
77
SHARE CAPITAL
Share
capital
(US$)
Number of
Shares
Issue of (i) Debenture Conversion Shares;
(ii) Misgav/Karmiel Consideration Shares; and
(iii) Agtech Employee Consideration Shares
Post-Final Issuance issued and paid-up
share capital
Share premium
(US$)
8,906,456
23,123(2)
374,847(2)
508,657,824
505,259
51,665,939
Notes:
(1)
Takes into account the capitalisation of the estimated listing expenses of approximately S$6.5 million or
approximately US$4.7 million against the share premium account. The remaining estimated listing expenses of
approximately S$0.1 million or approximately US$0.1 million will be charged to the profit or loss account of our
Company.
(2)
Assuming the exchange rate as at the Latest Practicable Date.
The issued and paid-up share capital and the equity attributable to equity holders of the Company
(a) as at incorporation; (b) as at 30 June 2015; (c) based on the unaudited management accounts
as at the Latest Practicable Date, after adjusting for (i) the Bonus Shares Issue and the allotment
and issuance of the Pre-IPO New Shares, the RCL Converted Shares, the PPCF Shares; and (ii)
the Final Issuance are set forth below. This should be read in conjunction with the Independent
Auditors Report and Audited Consolidated Financial Statements of The Trendlines Group Ltd. and
its Subsidiaries for the Financial Years Ended December 31, 2014, 2013 and 2012 and for the
Interim Financial Period from January 1, 2015 to June 30, 2015 as set out in Appendix A of this
Offer Document.
(US$000)
Issued and fully paid-up
number of Shares (000)
Share capital
Share premium
Retained earnings
Reserve from share-based
payment transactions
Equity attributable to
Equity Holders of the
Company
As at the Latest Practicable Dates

After the Bonus
Shares Issue and
the allotment and
issuance of the
Pre-IPO New
Shares, RCL
Converted Shares
After the Final
As at
As at
Issuance
Incorporation 30 June 2015 and PPCF Shares
13,514
34
44,414
112
27,723
30,643
423,991
285
38,084
28,476
508,658
505
51,666(1)
28,375(2)
3,737
3,937
3,937
34
62,215
70,782
84,483
Notes:
(1)
Takes into account the capitalisation of the estimated listing expenses of approximately S$6.5 million or
approximately US$4.7 million against the share premium account.
(2)
Includes estimated listing expenses of approximately S$0.1 million or approximately US$0.1 million to be charged
to the profit or loss account of our Company.
78
7,447
30 August 2012
18,348
48,604
3,935
7 January 2013
7 January 2013
372,356
46,545
6 January 2013
24 December 2012
15 October 2012
495,377
74,471
29 August 2012
23 September 2012
111,707
22 August 2012
Company
Date
Number of
Shares issued
US$1.3428
US$1.3428
NIS 0.01
US$1.3428
US$1.3428
143 ordinary shares of

Misgav/Karmiel
US$1.3428
US$1.3428
US$1.3428
Issue price per

Share or number of
shares swapped
(as the case may be)
79
Capital increase pursuant to Round III SPA
Exercise of Old Options
Exercise of put option pursuant to a put/call agreement

between our Company, Misgav/Karmiel, Trendlines
Medical and a then shareholder of Misgav/Karmiel dated
16 July 2007
Capital increase pursuant to a share purchase agreement

between our Company and certain purchasers dated
20 June 2013 (Round III SPA)
Purpose of issue
84,799
84,788
84,653
84,602
83,642
83,522
82,244
82,225
82,033
Resultant paid-up
share capital (1)
(US$)
Save as set out in the following table, there were no changes in the issued and paid-up share capital of our Company and our Subsidiaries within the
three (3) years preceding the Latest Practicable Date:
Changes in Share Capital
SHARE CAPITAL
130,325
28,625
27,927
139,633
16,756
279,267
8,602
2,151
24,745
114,888
8,602
5,585
11,170
5,585
69,817
69,817
223,414
51,199
9 January 2013
10 January 2013
11 January 2013
13 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
14 January 2013
16 January 2013
20 January 2013
Number of
Shares issued
7 January 2013
Date
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
Issue price per

Share or number of
shares swapped
Purpose of issue
80
SHARE CAPITAL
88,174
88,032
87,413
87,220
87,026
87,011
86,980
86,964
86,940
86,622
86,553
86,547
86,524
85,750
85,703
85,317
85,239
85,160
Resultant paid-up
share capital (1)
(US$)
111,707
37,236
74,471
111,707
3,987
37,236
250,671
148,943
148,943
55,853
670,241
653,778
653,778
4 April 2013
4 April 2013
15 April 2013
18 April 2013
23 April 2013
24 April 2013
2 May 2013
2 May 2013
5 May 2013
15 July 2013
13 March 2014
13 March 2014
139,633
14 February 2013
3 April 2013
22,342
5 February 2013
75,000
139,633
31 January 2013
14 March 2013
2,151
Number of
Shares issued
27 January 2013
Date
NIS 0.01
NIS 0.01
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
US$1.3428
Issue price per

Share or number of
shares swapped
Purpose of issue
81
SHARE CAPITAL
97,453
95,626
93,798
91,941
91,786
91,373
90,961
90,266
90,163
90,152
89,842
89,636
89,533
89,223
89,016
88,629
88,567
88,180
Resultant paid-up
share capital (1)
(US$)
16,962
16,962
33,924
16,962
6,785
5,784
57,836
33,291
8 September 2014
8 September 2014
8 September 2014
8 September 2014
10 February 2015
10 February 2015
10 February 2015
135,240
9 July 2014
8 September 2014
50,715
9 July 2014
67,847
16,905
9 July 2014
8 September 2014
36,515
9 July 2014
67,847
6,250
6 April 2014
8 September 2014
6,250
13,774
Number of
Shares issued
6 April 2014
21 March 2014
Date
CAD$1.7482
CAD$1.7482
CAD$1.7482
CAD$1.5275
CAD$1.5275
CAD$1.5275
CAD$1.5275
CAD$1.5275
CAD$1.5275
CAD$1.5275
CAD$1.5072
CAD$1.5072
CAD$1.5072
CAD$1.5072
US$0.01
US$0.01
US$0.01
Issue price per

Share or number of
shares swapped
Purpose of issue
82
Conversion of Debentures
Exercise of a warrant granted on 12 January 2010
Exercise of a warrant granted on 12 January 2010
Exercise of a warrant granted on 1 March 2010
SHARE CAPITAL
99,089
99,000
98,847
98,832
98,813
98,765
98,670
98,623
98,576
98,386
98,196
97,818
97,676
97,629
97,527
97,509
97,492
Resultant paid-up
share capital (1)
(US$)
11,000
15,000
300,000
30,000
166,667
33,333
133,350
16,667
17,000
17,493
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
Number of
Shares issued
22 February 2015
Date
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
Issue price per

Share or number of
shares swapped
Purpose of issue
83
Capital increase pursuant to the 2014-2015 Private

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement
SHARE CAPITAL
101,053
101,007
100,962
100,918
100,564
100,475
100,033
99,954
99,158
99,118
Resultant paid-up
share capital (1)
(US$)
100,000
20,000
16,667
66,693
66,667
50,000
15,267
17,493
2,187
33,333
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
Number of
Shares issued
22 February 2015
Date
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
Issue price per

Share or number of
shares swapped
Purpose of issue
84

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement

Placement
SHARE CAPITAL
102,084
101,995
101,989
101,943
101,903
101,770
101,593
101,416
101,372
101,319
Resultant paid-up
share capital (1)
(US$)
21,000
66,667
16,667
66,665
16,667
100,586
848,398
240,566
240,566
22 February 2015
22 February 2015
22 February 2015
22 February 2015
22 February 2015
29 June 2015
29 June 2015
29 June 2015
Number of
Shares issued
22 February 2015
Date
9,017 ordinary shares

of Trendlines Agtech

31,800 ordinary
shares of Trendlines
Agtech
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
US$1.50
Issue price per

Share or number of
shares swapped
Purpose of issue
85
Exchange of shares pursuant to the Agtech Minority

Shareholders Share Exchange Agreement



Placement

Placement

Placement

Placement

Placement

Placement
SHARE CAPITAL
106,376
105,738
105,099
102,848
102,582
102,537
102,361
102,316
102,139
Resultant paid-up
share capital (1)
(US$)
406,431
74,703
621,504
186,650
31,075
31,075
19,580
17,713
12,500
5,280
29 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
Number of
Shares issued
29 June 2015
Date
US$1.609
US$1.609
US$1.609
US$1.609
US$1.609
US$1.609
US$1.609
US$1.609

15,234 ordinary
shares of Trendlines
Agtech
Issue price per

Share or number of
shares swapped
Purpose of issue
86
Capital increase pursuant to the June 2015 Equity

Financing Round

Financing Round

Financing Round

Financing Round

Financing Round

Financing Round

Financing Round

Financing Round


SHARE CAPITAL
110,108
110,094
110,061
110,014
109,962
109,879
109,797
109,302
107,653
107,454
Resultant paid-up
share capital (1)
(US$)
122,739
92,054
42,959
14,324
14,324
76,020
76,020
3,889
30 June 2015
30 June 2015
30 June 2015
30 June 2015
30 June 2015
6 July 2015
8 July 2015
29 July 2015
(1)
US$1.476
US$0.01
US$0.01
CAD$1.7525
CAD$1.7525
CAD$1.7525
CAD$1.7525
CAD$1.7525
CAD$1.7525
US$1.609
Finder Fee in connection with the June 2015 Equity

Financing Round
Purpose of issue
111,640
111,630
111,428
111,226
111,188
111,150
111,036
110,792
110,466
110,141
Resultant paid-up
share capital (1)
(US$)
87
The paid-up share capital represents the par value paid for our Shares. The gross amount raised by our Company including share premium from the allotment and issuance of Shares
from 22 August 2012 till 31 December 2012 was US$823,778, and was US$4,432,114, US$642,094 and US$4,345,752 in FY2013, FY2014 and 1 January 2015 to the Latest Practicable
Date, respectively.
122,739
30 June 2015
Note:
12,430
Number of
Shares issued
30 June 2015
Date
Issue price per

Share or number of
shares swapped
SHARE CAPITAL
67,598
5,048
5,048
8,317
20 January 2013
3 February 2013
3 March 2014
4 May 2014
NIS 71.42
NIS 71.42
NIS 71.42
NIS 71.42
NIS 71.42
Issue price per share

between Trendlines Agtech and certain purchasers dated
11 November 2010

11 November 2010

11 November 2010

11 November 2010

11 November 2010
Purpose of issue
NIS 3,073.67
NIS 2,990.50
NIS 2,940.02
NIS 2,889.54
NIS 2,213.56
Resultant paid-up
share capital
88
Save as disclosed above, there were no other changes in the issued and paid-up share capital of our Company and our Subsidiaries within the three (3)
years preceding the Latest Practicable Date.
5,048
Number of
shares issued
10 January 2013
Trendlines Agtech
Date
SHARE CAPITAL
SHARE CAPITAL
Convertible Debentures
On 30 April 2014, our Company completed a brokered private placement offering of 10.0%
unsecured convertible debentures with an aggregate principal amount of CAD$2,316,000
(collectively, the Debentures and each the Debenture) pursuant to an agency agreement (the
Octagon Private Placement Agency Agreement) dated 30 April 2014 between our Company
and Octagon Capital Corporation (as the private placement agent). Each Debenture represents a
CAD$1,000 principal amount. In connection therewith, our Company entered into respective
subscription agreements with each of the Debenture Holders on 30 April 2014 for the sale and
purchase of the Debentures at an issue price of CAD$1,000 per Debenture, the salient terms of
which are set forth below. Pursuant to the respective debenture certificates (Debenture
Certificates), the Debentures bear interest at a rate of 10.0% per annum which will accrue daily
and be compounded and calculated quarterly (the Interest Rate). The principal amount of the
Debentures and the outstanding accrued interest will be automatically converted into Ordinary
Shares upon the completion of an initial public offering and listing on a recognised exchange (as
specified in the Debenture Certificates) pursuant to which at least CAD$10 million is raised in such
initial public offering (IPO) at a conversion price equal to a 20.0% discount to the price of the IPO
(the IPO Price) if the IPO is completed after 30 September 2014 (the Liquidity Target Date).
Interest accrues on the Debentures from the date of issuance of the Debentures until the earlier
of (i) the IPO; or (ii) the Liquidity Target Date. If an IPO has not occurred on or prior to the Liquidity
Target Date, our Company shall make a payment on the Liquidity Target Date of all accrued and
unpaid interest in cash. From and after the Liquidity Target Date, interest on the outstanding
Debentures shall accrue and will be paid in cash quarterly in arrears based on the Interest Rate.
In the event that no IPO occurs on or prior to the date that is 14 days prior to 30 April 2017 (the
Maturity Date), the principal amount of the Debenture shall be increased by 10.0% of the
then-outstanding balance of the Debentures up to a maximum of CAD$1,100 per Debenture if
there have been no prepayments, and paid to holders thereof in cash on the Maturity Date,
together with any accrued and unpaid interest.
Pursuant to Amendment No. 1 to the Debenture Certificates dated 25 May 2015 (Amendment
No. 1), the following changes were made in the outstanding Debentures: (i) a recognised
exchange (as specified in the Debenture Certificates) was amended to include the Catalist Board
of the Singapore Exchange Securities Trading Limited; (ii) the indebtedness incurred by our
Company in connection with the Pre-IPO Investment was permitted; (iii) the holders of outstanding
Debentures were afforded the right to elect one (1) of the following options within a period of 14
days after our Company provides notice in relation to the completion of the Pre-IPO Investment
(Debenture Option Notice), namely (a) to convert the principal amount and accrued interest of
their Debentures owed to them by our Company as at 30 June 2015 into Shares (Conversion
Option); (b) the Amending Option; (c) to obtain full repayment of the principal amounts and
accrued interests owed to them by our Company as at 30 June 2015 under their Debentures
(Repayment Option); or (d) the Holding Option (and Debenture Holders who did not make an
election within the aforesaid 14 day period shall be deemed to have elected the Holding Option).
Following Amendment No. 1 and the issuance of the Debenture Option Notice, (i) certain
Debenture Holders who held in aggregate a principal amount of CAD$698,232 elected the
Conversion Option pursuant to which our Company had on 30 June 2015 allotted and issued an
aggregate of 409,139 Shares to such Debenture Holders (who elected the Conversion Option); (ii)
certain Debenture Holders who held in aggregate a principal amount of CAD$176,466 elected the
Amending Option pursuant to which they converted their respective principal amounts and
accrued interests owed to them by our Company under their respective Debentures as of the 30
89
SHARE CAPITAL
June 2015 into redeemable convertible loans in Singapore dollars on the terms of the Pre-IPO
Redeemable Convertible Loan Agreement (save for the RCL Excluded Sections as defined in
Amendment No. 1) and are accordingly bound by the terms and provisions of the Pre-IPO
Redeemable Convertible Loan Agreement (save for the RCL Excluded Sections as defined in
Amendment No. 1) as at 30 June 2015 such that on the conversion date of the Pre-IPO
Investment, such redeemable convertible loans were automatically converted into the RCL
Converted Shares, at a conversion price of S$0.2145 for each new Share, credited as fully paid-up
(Converted RCL Holders); (iii) certain Debenture Holders who held in aggregate a principal
amount of CAD$81,078 elected the Repayment Option pursuant to which they had on 30 June
2015 received full repayment of their respective principal amounts and accrued interests owed to
them by our Company as at 30 June 2015 under their respective Debentures; and (iv) certain
Debenture Holders who hold in aggregate a principal amount of CAD$390,201 had elected (or
were deemed to have elected) the Holding Option pursuant to which they continue to hold their
Debentures in accordance with the terms of their respective Debenture Certificates.
Accordingly, as at the Latest Practicable Date, an aggregate of CAD$390,201 in value of the
principal amount of the Debentures remains outstanding, such amount being the aggregate
principal amount owing to the Debenture Holders who elected (or were deemed to have elected)
the Holding Option.
Pursuant to the Debenture Certificates, the Placement will constitute an IPO and the principal
amount of outstanding Debentures and outstanding accrued interest thereon of all the remaining
Debenture Holders who elected (or were deemed to have elected) the Holding Option (Holding
Option Debenture Holders) will be automatically converted into the Debenture Conversion
Shares at a conversion price of S$0.264 for each new Share (representing a discount of 20.0%
to the Placement Price), immediately prior to or contemporaneously with the completion of the
Placement. The Placement is, however, not conditional upon such conversion. Please refer to the
section entitled Shareholders Shareholding and Ownership Structure of this Offer Document
for more information of the dilution impact on our shareholding structure on the assumption that
the principal amount of outstanding Debentures and outstanding accrued interest thereon of all
the Holding Option Debenture Holders have been converted into Debenture Conversion Shares.
2014 Compensation Warrants
Pursuant to the Octagon Private Placement Agency Agreement, we granted 100.48 compensation
warrants and 17.10 compensation warrants to Octagon Capital Corporation and GMP Securities
L.P. respectively, amounting to an aggregate of 117.58 compensation warrants (April 2014
Compensation Warrants). Each of the April 2014 Compensation Warrants is exercisable to
acquire one (1) Debenture (or other security to be issued in substitution or replacement therefor)
at a purchase price equal to CAD$1,000 per Debenture until 30 April 2016. In the event of an IPO,
the April 2014 Compensation Warrants are exercisable into such number of Shares into which
such Debentures are convertible at a conversion price of S$0.264 for each new Share
(representing a discount of 20.0% to the Placement Price) in the event of an IPO.
On 22 February 2015, we completed the 2014-2015 Private Placement. In connection with the
2014-2015 Private Placement, we had, on 27 October 2014, granted Octagon Capital Corporation
6,767 compensation warrants (October 2014 Compensation Warrants). Each of the October
2014 Compensation Warrants is exercisable only once to acquire one (1) Share at a price of
US$1.50 per share (before any adjustments in relation to the Bonus Shares Issue) until
27 October 2016.
90
Steve Rhodes
Todd Dollinger
Name of
holder of
Old Options
N.A.
N.A.
2 June 2014
N.A.
2 June 2014
1 September
2011
N.A.
1 September
2011
Date of grant
Purchase
price
1,659,116
729,798
1,659,116
729,798
Number of
Shares
comprised
in the Old
Options
granted
729,798
729,798
Number of
Shares
allotted and
issued
pursuant to
the exercise
and/or
expiry of the
Old Options
91
13,272,928
(2)
(2)
1,659,116
13,272,928
(1)
1,659,116
(1)
Number of Shares
that will be allotted
Number of and issued pursuant
to the exercise of
Shares
the unexercised
comprised
Old Options
in the
unexercised (as adjusted for the
Old Options Bonus Shares Issue)
US$1.476
US$0.003
US$1.476
US$0.003
Exercise price
per Old
Option(4)
2 June 2014
to 1 June
2024
Not
applicable(2)
2 June 2014
to 1 June
2024
Not
applicable(1)
Exercise
period
2 June 2024
Not
applicable(2)
2 June 2024
Not
applicable(1)
Expiration
date
As at the Latest Practicable Date, there are 6,640,708 Old Options granted and outstanding under the Old Option Plan. The following table sets out
information regarding the outstanding Old Options:
Outstanding options
SHARE CAPITAL
Yosef Hazan
Yosef Ron
Gabriela Heller
Name of
holder of
Old Options
N.A.
N.A.
2 June 2014
N.A.
2 June 2014
22 December
2011
N.A.
N.A.
2 June 2014
1 September
2011
N.A.
1 September
2011
Date of grant
Purchase
price
148,386
273,674
196,725
91,224
239,611
182,449
Number of
Shares
comprised
in the Old
Options
granted
Number of
Shares
allotted and
issued
pursuant to
the exercise
and/or
expiry of the
Old Options
92
148,386
273,674
196,725
91,224
239,611
182,449
1,187,088
2,189,392
1,573,800
729,792
1,916,888
1,459,592
Number of Shares
to the exercise of
Shares
the unexercised
comprised
Old Options
in the
SHARE CAPITAL
US$1.476
US$1.09
US$1.476
US$1.09
US$1.476
US$1.09
Exercise price
per Old
Option(4)
2 June 2014
to 1 June
2024
22 December
2011 to
22 December
2021
2 June 2014
to 1 June
2024
1 September
2011 to
1 September
2021
2 June 2014
to 1 June
2024
1 September
2011 to
1 September
2021
Exercise
period
2 June 2024
22 December
2021
2 June 2024
1 September
2021
2 June 2024
1 September
2021
Expiration
date
Nitza Kardish
Eran Feldhay
Name of
holder of
Old Options
N.A.
N.A.
2 June 2014
N.A.
2 June 2014
1 September
2011
N.A.
1 September
2011
Date of grant
Purchase
price
148,386
273,674
148,386
273,674
Number of
Shares
comprised
in the Old
Options
granted
Number of
Shares
allotted and
issued
pursuant to
the exercise
and/or
expiry of the
Old Options
93
148,386
273,674
148,386
273,674
1,187,088
2,189,392
1,187,088
2,189,392
Number of Shares
to the exercise of
Shares
the unexercised
comprised
Old Options
in the
SHARE CAPITAL
US$1.476
US$1.09
US$1.476
US$1.09
Exercise price
per Old
Option(4)
2 June 2014
to 1 June
2024
1 September
2011 to
1 September
2021
2 June 2014
to 1 June
2024
1 September
2011 to
1 September
2021
Exercise
period
2 June 2024
1 September
2021
2 June 2024
1 September
2021
Expiration
date
Other
employees (3)
Name of
holder of
Old Options
N.A.
N.A.
N.A.
N.A.
N.A.
N.A.
26 June 2011
1 September
2011
6 January 2014
2 June 2014
26 April 2015
2 August 2015
Date of grant
Purchase
price
190,000
10,000
566,340
437,877
145,959
18,348
Number of
Shares
comprised
in the Old
Options
granted
94
190,000
10,000
556,340 (6)
10,000(6)
437,877
145,959
(5)
1,520,000
80,000
4,450,720(6)
3,503,016
1,167,672
(5)
Number of Shares
to the exercise of
Shares
the unexercised
comprised
Old Options
in the
18,348
Number of
Shares
allotted and
issued
pursuant to
the exercise
and/or
expiry of the
Old Options
SHARE CAPITAL
US$1.609
US$1.50
US$1.476
US$1.09
US$1.09
NIS 0.01
Exercise price
per Old
Option(4)
2 August
2015 to 2
August 2025
26 April 2015
to 26 April
2025
2 June 2014
to 1 June
2024
6 January
2014 to
6 January
2024
1 September
2011 to
1 September
2021
Not
applicable(5)
Exercise
period
2 August
2025
26 April 2025
2 June 2024
6 January
2024
1 September
2021
Not
applicable(5)
Expiration
date
Steve Rhodes was granted 729,798 Old Options which were all exercised.
Comprises employees and consultants of our Company (excluding Todd Dollinger, Steve Rhodes, Gabriela Heller, Yosef Ron, Yosef Hazan, Eran Feldhay and Nitza Kardish).
The exercise price per Old Option is before any adjustments in relation to the Bonus Shares Issue.
A former director of our Company was granted 18,348 Old Options which were all exercised.
A former employee of our Company was granted 10,000 Old Options of which 3,889 Old Options were exercised and the remaining 6,111 Old Options have expired upon the termination
of the former employees employment.
(2)
(3)
(4)
(5)
(6)
95
Please refer to the section entitled Appendix H Rules of the Old Option Plan of this Offer Document for more details on the Old Option Plan and the
Old Options.
Todd Dollinger was granted 729,798 Old Options which were all exercised.
(1)
Notes:
SHARE CAPITAL
SHARE CAPITAL
Other instruments
Misgav/Karmiel Call Option
Pursuant to several put/call option agreements between our Company, Misgav/Karmiel,
Trendlines Medical and each of the Misgav/Karmiel Shareholders executed in 2007, the
Misgav/Karmiel Shareholders granted Trendlines Medical a call option to purchase all of the
shares held by them in Misgav/Karmiel (being 169 shares, representing approximately 11.8% of
the issued share capital of Misgav/Karmiel), in exchange for the Misgav/Karmiel Consideration
Shares. The Misgav/Karmiel Call Option may be exercised by Trendlines Medical upon or in
connection with either one (1) of the specified exit events which include, inter alia, the
consummation of an initial public offering of our Companys securities pursuant to an effective
registration statement under the Israeli Securities Law, as amended, or any equivalent law of any
other jurisdiction (Exit Events, and each an Exit Event). In addition, our Company granted the
Misgav/Karmiel Shareholders a put option to sell their shares in Misgav/Karmiel to Trendlines
Medical in exchange for the Misgav/Karmiel Consideration Shares (collectively, the Put Option).
The Put Option may be exercised by the Misgav/Karmiel Shareholders at any time, provided that
Trendlines Medical did not exercise its Misgav/Karmiel Call Option prior to such date. Each of the
Put Option and Misgav/Karmiel Call Option shall expire upon the earlier of: (i) the issuance of our
Shares to the Misgav/Karmiel Shareholders; (ii) upon the written consent of our Company and
each of the Misgav/Karmiel Shareholders; or (iii) 12 months following the consummation of an Exit
Event. Trendlines Medical intends to exercise the Misgav/Karmiel Call Option prior to the
completion of the Placement, and the Misgav/Karmiel Shareholders will be allotted and issued
4,683,568 Shares (as adjusted for the Bonus Shares Issue) immediately prior to or
contemporaneously with the completion of the Placement in exchange for their shares in
Misgav/Karmiel to be transferred to Trendlines Medical. The Placement is, however, not
conditional on the completion of the Misgav/Karmiel Call Option. Please refer to the section
Tmura Warrant
We also granted a warrant dated 11 June 2014 to Tmura, for the purchase of Shares (the Tmura
Warrant). Under the terms of the Tmura Warrant, Tmura has the right to purchase 46,896 Shares
(prior to adjustments in connection with the allotment and issuance of the Bonus Shares) at a price
per share of US$1.476, subject to adjustments upon the occurrence of certain events (such as
reclassification, reorganisation, share split, etc.) (the Warrant Price). The Tmura Warrant may
be exercised, in whole or in part, during the period beginning on 11 June 2014 and ending on the
third (3rd) anniversary thereof (Tmura Term). The Tmura Warrant includes, among other terms
and conditions, the option to exercise the Tmura Warrant by paying cash (that is, Tmura to pay in
full the amount of the aggregate purchase price of the Shares being purchased upon the exercise
in immediately available funds) or a cashless exercise mechanism (that is, Tmura may convert all
or a portion of the Tmura Warrant, without the payment of any cash consideration, into up to a
certain number of Shares that is calculated based on a pre-determined formula).
Agtech Employee Share Exchange Agreement
Pursuant to the Agtech Employee Share Exchange Agreement, subject to the satisfaction of the
Agtech Employee Conditions Precedent (including the Agtech Employee IPO Condition), our
Company intends to purchase all the Remaining Agtech Shares held by the Trustee (Agtech
Consideration Shares, credited as fully paid-up.
96
SHARE CAPITAL
As at the date of this Offer Document, the Agtech Employee Conditions Precedent have not been
satisfied. Our Company, Trendlines Agtech and the Trustee intend to complete the Agtech
Employee Acquisition upon the satisfaction of the Agtech Employee Conditions Precedent.
Assuming that all the Agtech Employee Conditions Precedent (including the Agtech Employee IPO
Condition) are satisfied prior to the completion of the Placement, our Company, Trendlines Agtech
and the Trustee will proceed to complete the Agtech Employee Acquisition, pursuant to which the
allotment and issuance of the Agtech Employee Consideration Shares will take place immediately
prior to or contemporaneously with the completion of the Placement. The Placement is, however,
not conditional on the completion of the Agtech Employee Acquisition. Please refer to the section
Save as disclosed above and in the section entitled Restructuring Exercise of this Offer
Document, no shares in or debentures of our Company or any of our Subsidiaries have been
issued, or are agreed to be issued by our Company or any of our Subsidiaries, as fully or partly
paid-up, and whether for cash or for a consideration other than cash, within the three (3) years
preceding the Latest Practicable Date.
97
Hang Chang Chieh
Amos and Daughter Investments

and Properties Ltd.
4,111,094
Stephen Philip Haslett
Substantial Shareholder
Elka Nir
Zeev Bronfeld (4)(5)
9,091,552
1,670,880
(3)(14)
Steve Rhodes
1,670,880
Todd Dollinger(2)(14)
Directors
Number of
Shares
9.2
20.4
3.8
3.8
Direct Interest
3,565,385
3,565,385
Number of
Shares
8.0
8.0
Deemed Interest
As at the Latest Practicable Date

prior to the allotment and issuance
of the Bonus Shares
39,182,452 (6)
72,732,416
13,367,040
13,367,040
Number of
Shares
28,523,080
28,523,080
6.7
6.7
Deemed Interest
Number of
Shares
98
9.2
17.1
3.2
3.2
Direct Interest
Before the Placement and after the

allotment and issuance of the Bonus
Shares, Pre-IPO New Shares,
the RCL Converted Shares
and the PPCF Shares
39,182,452
72,732,416
13,367,040
13,367,040
Number of
Shares
7.7
14.4
2.6
2.6
Direct Interest
28,523,080
28,523,080
Number of
Shares
5.6
5.6
Deemed Interest
After the Placement and the

allotment and issuance of the
Misgav/Karmiel Consideration
Shares, the Debenture Conversion
Shares and the Agtech Employee
(Final Issuance)
39,182,452
72,732,416
26,639,968
26,639,968
Number of
Shares
7.0
12.9
4.7
4.7
Direct Interest
15,250,152
15,250,152
Number of
Shares
2.7
2.7
Deemed Interest
After the Final Issuance and

assuming the exercise of
the Old Options,
the Tmura Warrant and the
2014 Compensation Warrants(1)
The Directors, Controlling Shareholder and Substantial Shareholder of our Company and their respective shareholdings immediately before and after the
Placement are summarised below:
SHAREHOLDING AND OWNERSHIP STRUCTURE
SHAREHOLDERS
Misgav/Karmiel Shareholders(10)
Holding Option Debenture

Holders(11)(19)
Trustee(12)
Converted RCL Holders(9)
PPCF
Pre-IPO Investors (excluding

Amos and Daughter Investments
and Properties Ltd.) (8)
(13)
10,866,648
Certain Existing Shareholders(7)
Other Shareholders
Number of
Shares
24.4
Direct Interest
315,240
Number of
Shares
0.7
Deemed Interest

of the Bonus Shares
2,651,600
541,400
57,575,700
86,933,184
Number of
Shares
2,521,920
0.6
Deemed Interest
Number of
Shares
99
0.6
0.1
13.6
20.5
Direct Interest

and the PPCF Shares
SHAREHOLDERS
2,651,600
2,623,088
1,599,800
2,521,920
541,400
57,575,700
86,933,184
Number of
Shares
0.5
0.5
0.3
0.5
0.1
11.3
17.1
Direct Interest
Number of
Shares
Deemed Interest

(Final Issuance)
2,651,600
2,623,088
1,599,800
2,521,920
541,400
57,575,700
86,933,184
Number of
Shares
0.5
0.5
0.3
0.5
0.1
10.2
15.4
Direct Interest
Number of
Shares
Deemed Interest

the Old Options,
(1)
38.6
44,569,971 100.0
17,158,197
55,534
327,711
3,322,476
0.1
0.7
7.2
Deemed Interest
Number of
Shares
32.5
444,268
2,621,684
0.1
0.7
6.3
Deemed Interest
Number of
Shares
26,579,808
423,991,368 100.0
137,640,536
Direct Interest
Number of
Shares
14.9
444,268
460,036
26,579,808
Number of
Shares
444,268
75,760,000
0.1
13.5
562,687,792 100.0
0.1
24.9
4.7
Direct Interest
460,036
Number of
Shares
0.1
Deemed Interest

the Old Options,
0.1 140,262,220
5.2
Deemed Interest
Number of
Shares
26,579,808
27.5
508,657,824 100.0
75,760,000
139,802,184
Number of
Shares
Direct Interest

(Final Issuance)
100
This column illustrates the respective shareholdings of our Directors and Shareholders assuming that (i) all the Old Options are exercised pursuant to the Old Option Plan; and (ii) the
Tmura Warrant and the 2014 Compensation Warrants are exercised immediately after the Placement.
Notes:
Total
Selected Warrant Holders
(17)
New Shareholders (including the

Cornerstone Investor(16))
Existing public
Shareholders(9)(10)(15)(18)
Public
Old Option Grantees
(14)
Number of
Shares
Direct Interest

of the Bonus Shares

and the PPCF Shares
SHAREHOLDERS
(i) Steve Rhodes is a beneficiary of 5,838,384 Shares (as adjusted for the Bonus Shares Issue) held in trust by the Meitav Dash Trust Ltd.; and (ii) Steve Rhodes holds 45.0% (on an
as converted basis 1) of the shareholding interest in Trendlines International. Trendlines International holds approximately 99.8% of the shareholding interest in Trendlines Venture
Management, which is the general partner of Trendlines Venture Partners L.P., which, in turn, is the general partner of the Trendlines Israel Fund L.P., which is a fully-invested venture
fund that holds the TIF Shares. In this connection, Steve Rhodes is indirectly interested in the Shares held by the Trendlines Israel Fund L.P. because Todd Dollinger and Steve Rhodes
are directors and shareholders (who each holds one (1) share of Trendlines Venture Management, representing in aggregate approximately 0.2% of the shareholding interest of
Trendlines Venture Management) of Trendlines Venture Management, which is the general partner of Trendlines Venture Partners L.P., which, in turn, is the general partner of Trendlines
Israel Fund L.P., and Trendlines Venture Partners L.P. (as the general partner of Trendlines Israel Fund L.P.) has the exclusive right and power to manage the business and affairs of
Trendlines Israel Fund L.P., which includes the authority to dispose of, or to exercise control over the disposal of, the TIF Shares. Accordingly, Steve Rhodes is deemed interested in
approximately 1.2% and 1.9% of the post-Final Issuance share capital of our Company held respectively by Meitav Dash Trust Ltd. and the Trendlines Israel Fund L.P.
Please refer to the section entitled General and Statutory Information Information on Directors and Executive Officers of this Offer Document for more information on the claims made
by certain third parties against Zeev Bronfeld in relation to his Shares in our Company.
Following the Final Issuance, Zeev Bronfeld will cease to be a Controlling Shareholder but will remain as a Substantial Shareholder as he will hold more than 5.0% but less than 15.0%
of our Companys post-Final Issuance share capital.
Includes the 6,293,700 Pre-IPO New Shares, representing approximately 1.2% of our Companys post-Final Issuance share capital, which was allotted and issued to Amos and Daughter
Investments and Properties Ltd., as one (1) of our Pre-IPO Investors, pursuant to the conversion of the outstanding redeemable convertible loans.
Comprises certain existing Shareholders who have voluntarily undertaken to lock-up their shares for a period of six (6) months commencing from our Companys date of admission to
Catalist. Please refer to the section entitled Shareholders Voluntary Lock-Up Obligations Undertaken by Certain Existing Shareholders of this Offer Document for more details.
Steve Rhodes and Todd Dollinger, each holds 250 ordinary shares in Trendlines International, and Ron Lachman (who is Steve Rhodes brother-in-law) holds one (1) preferred share
(without voting rights) convertible into 55 ordinary shares in the capital of Trendlines International. Accordingly, each of Steve Rhodes and Todd Dollinger has a 45.0% equity interest
in Trendlines International (on an as converted basis).
(3)
(4)
(5)
(6)
(7)
101
(i) Todd Dollinger is a beneficiary of 5,838,384 Shares (as adjusted for the Bonus Shares Issue) held in trust by the Meitav Dash Trust Ltd.; and (ii) Todd Dollinger holds 45.0% (on an
as converted basis1) of the shareholding interest in Trendlines International. Trendlines International holds approximately 99.8% of the shareholding interest in Trendlines Venture
Management, which is the general partner of Trendlines Venture Partners L.P., which, in turn, is the general partner of the Trendlines Israel Fund L.P., which is a fully-invested venture
fund that holds 9,411,768 Shares (as adjusted for the Bonus Shares Issue) (TIF Shares). In this connection, Todd Dollinger is indirectly interested in the Shares held by Trendlines
Israel Fund L.P. because Todd Dollinger and Steve Rhodes are directors and shareholders (who each holds one (1) share of Trendlines Venture Management, representing in aggregate
approximately 0.2% of the shareholding interest of Trendlines Venture Management) of Trendlines Venture Management, which is the general partner of Trendlines Venture Partners L.P.,
which, in turn, is the general partner of Trendlines Israel Fund L.P., and Trendlines Venture Partners L.P. (as the general partner of Trendlines Israel Fund L.P.) has the exclusive right
and power to manage the business and affairs of Trendlines Israel Fund L.P., which includes the authority to dispose of, or to exercise control over the disposal of, the TIF Shares.
Accordingly, Todd Dollinger is deemed interested in approximately 1.2% and 1.9% of the post-Final Issuance share capital of our Company held respectively by Meitav Dash Trust Ltd.
and Trendlines Israel Fund L.P.
(2)
SHAREHOLDERS
466,200
Lim Kee Way Irwin
0.1
0.1
466,200
466,200
466,200
699,300
1,165,500
1,165,500
1,165,500
1,165,500
1,398,600
1,864,800
1,864,800
2,331,000
3,729,600
6,993,000
6,993,000
11,655,000
13,986,000
Number of Shares
0.1
0.1
0.1
0.1
0.2
0.2
0.2
0.2
0.3
0.4
0.4
0.5
0.7
1.4
1.4
2.3
2.7
Deemed Interest
Number of Shares
102
Includes only the Misgav/Karmiel Shareholders who are Unrelated Third Parties. An existing public Shareholder who holds a Put Option will be allotted and issued 2,161,648
Misgav/Karmiel Consideration Shares following exercise of the Misgav/Karmiel Call Option by Trendlines Medical. Please refer to the section entitled Restructuring Exercise of this Offer
Document for more details on the acquisition of the minority interest in Misgav/Karmiel from the Misgav/Karmiel Shareholders.
466,200
Delatte Stephane Yves
0.1
Number of Shares
After the Final Issuance

Direct Interest
(10)
466,200
Chue En Yaw
0.2
0.3
0.3
0.3
0.3
0.3
0.4
0.4
0.5
0.9
1.6
1.6
2.7
3.3
Deemed Interest
The Converted RCL Holders are Unrelated Third Parties. One of the Converted RCL Holders is an existing public Shareholder and has been allotted and issued 369,200 RCL Converted
Shares following the automatic conversion of his redeemable convertible loans. Please refer to the section entitled Share Capital Convertible Debentures of this Offer Document for
more details.
699,300
1,165,500
Liew Chee Kong
Wong Hin Sun, Eugene
1,398,600
Yeo Khee Seng Benny
1,165,500
1,864,800
Tan Sze Seng
Tan Shao Ming
1,864,800
Ho Kok Fi John
1,165,500
2,331,000
Global Victory Ltd
1,165,500
3,729,600
Lim Tiong Kheng Steven
Ramesh S/O Pritamdas Chandiramani
6,993,000
Leong Wing Kong
6,993,000
Tommie Goh Thiam Poh
11,655,000
Jeremy Lee Sheng Poh
13,986,000
Emerald Global Fund SPC
Number of Shares
Wang Yu Huei
Pre-IPO Investor
Direct Interest
Before the Final Issuance
The respective shareholdings of the Pre-IPO Investors (excluding our Substantial Shareholder, Amos and Daughter Investments and Properties Ltd.) immediately before and after the
Final Issuance are set out as follows:
(9)
(8)
SHAREHOLDERS
The Trustee is an Unrelated Third Party and will be holding the Agtech Employee Consideration Shares in trust for, inter alia, Yosef Ron, our Chief Operating Officer and Joint Company
Secretary.
Pursuant to the Full Sponsorship and Management Agreement and as part of PPCFs management fees as the Sponsor and Issue Manager, our Company allotted and issued 2,651,600
PPCF Shares to PPCF, representing 0.6% of the issued and paid-up share capital of our Company immediately prior to the Placement. After the expiry of the relevant moratorium period
as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may dispose its shareholding interest in our Company at its discretion.
Old Option Grantees comprise our Executive Officers and other employees of our Company but exclude Todd Dollinger and Steve Rhodes. Assuming the exercise of all the Old Options,
save for our Executive Directors, none of the Old Option Grantees will hold 5.0% or more of the fully-diluted enlarged issued share capital of our Company. Assuming that Todd Dollinger
and Steve Rhodes exercise all the Old Options granted to them, Todd Dollinger and Steve Rhodes will each be allotted and issued 26,545,856 new Shares (as adjusted for the Bonus
Share Issue).
I Existing Shareholders of our Company who are Unrelated Third Parties and are not subject to any moratorium or voluntary lock-up obligations.
Pursuant to the Cornerstone Subscription Agreement, the shareholding of the Cornerstone Investor will not exceed 5.0% of the post-Final Issuance share capital of our Company.
Comprises (i) GMP Securities L.P., which holds 17.10 April 2014 Compensation Warrants exercisable into an aggregate of 69,100 new Shares, representing approximately less than 0.1%
of the fully-diluted share capital of our Company post-Final Issuance; and (ii) Tmura, which holds the Tmura Warrant exercisable into 375,168 new Shares, representing approximately
0.1% of the fully-diluted share capital of our Company post-Final Issuance. Please refer to the sections entitled Share Capital 2014 Compensation Warrants and Share Capital
Other instruments of this Offer Document for more details on the April 2014 Compensation Warrants and the October 2014 Compensation Warrants.
Octagon Capital Corporation, which holds the 100.48 April 2014 Compensation Warrants and the October 2014 Compensation Warrants exercisable into an aggregate of 460,036 new
Shares, representing approximately 0.1% of the fully-diluted share capital of our Company post-Final Issuance, is an existing Shareholder. Please refer to the sections entitled Share
Capital 2014 Compensation Warrants and Share Capital Other instruments of this Offer Document for more details on the April 2014 Compensation Warrants and the October 2014
Compensation Warrants.
Assuming the outstanding Debentures and outstanding accrued interest thereon of the Holding Option Debenture Holders are automatically converted based on the exchange rates as
at the Latest Practicable Date.
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
103
The Holding Option Debenture Holders are Unrelated Third Parties. Please refer to the section entitled Share Capital Convertible Debentures of this Offer Document for more details.
(11)
SHAREHOLDERS
SHAREHOLDERS
Save as disclosed above, there are no relationships among our Directors, Controlling
Shareholder, Substantial Shareholder and Executive Officers.
As at the Latest Practicable Date, our Company has only one (1) class of shares, being our Shares
which are in registered form. There is no restriction on the transfer of fully paid Shares in scripless
form except where required by law or the Catalist Rules.
The Shares held by our Directors, Controlling Shareholder and Substantial Shareholder do not
carry voting rights that are different from the Placement Shares.
Save as disclosed above, our Directors are not aware of any arrangement, the operation of which
may, at a subsequent date, result in a change in control of our Company. There has been no public
take-over offer by a third party in respect of our Shares or by our Company in respect of the shares
of another corporation or units of business trust which has occurred between the date of the
incorporation of our Company to the Latest Practicable Date.
Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise
of this Offer Document, no shares or debentures were issued or agreed to be issued by our
Company for cash or for a consideration other than cash, within the three (3) years preceding the
Latest Practicable Date.
Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether
jointly or severally by any other corporation, government or person.
There are no Shares in our Company that are held by or on behalf of our Company or by the
Subsidiaries of our Company.
PRE-IPO INVESTORS
Pursuant to the Pre-IPO Redeemable Convertible Loan Agreement, the Pre-IPO Investors granted
to our Company an aggregate amount of S$13,700,000 redeemable convertible loans based on
the terms and conditions set out in the Pre-IPO Redeemable Convertible Loan Agreement. The
proceeds from the redeemable convertible loans are intended to be used for transaction expenses
incurred in connection with the redeemable convertible loans, investments, activities related to
supporting portfolio companies and general working capital purposes.
On the conversion date of the Pre-IPO Investment, the redeemable convertible loans were
automatically converted pursuant to the terms and conditions of the Pre-IPO Redeemable
Convertible Loan Agreement into an aggregate of 63,869,400 new Shares, at a conversion price
of approximately S$0.2145 per Share, which represents a discount of 35.0% to the Placement
Price. The Pre-IPO New Shares were credited as fully paid-up, non-assessable and not subject
to further calls, and rank pari passu in all respects with all other Shares in the issued and paid-up
capital of our Company existing at that time (save for any dividends, rights, allotments or other
distributions, the record date for which falls before the date of issue of the Pre-IPO New Shares),
and free from any and all charges, liens, pledges and other encumbrances (as such term is
defined in the Pre-IPO Redeemable Convertible Loan Agreement) whatsoever.
104
SHAREHOLDERS
The following table sets out details of the redeemable convertible loans:
Redeemable
convertible
loan amount
(S$)
Number of
Pre-IPO New
Shares allotted
and issued
Wang Yu Huei
3,000,000
13,986,000
2.7
2,500,000
11,655,000
2.3
Pre-IPO Investor
% of the
post-Final
Issuance share
capital
1,500,000
6,993,000
1.4
1,500,000
6,993,000
1.4
800,000
3,729,600
0.7
Global Victory Ltd
500,000
2,331,000
0.5
Ho Kok Fi John
400,000
1,864,800
0.4
Tan Sze Seng
400,000
1,864,800
0.4
Yeo Khee Seng Benny
300,000
1,398,600
0.3
Leong Wing Kong
250,000
1,165,500
0.2
Ramesh S/O Pritamdas Chandiramani
250,000
1,165,500
0.2
Tan Shao Ming
250,000
1,165,500
0.2
250,000
1,165,500
0.2
Liew Chee Kong
150,000
699,300
0.1
Chue En Yaw
100,000
466,200
0.1
100,000
466,200
0.1
Lim Kee Way Irwin
100,000
466,200
0.1
1,350,000
6,293,700 (2)
1.2 (2)
13,700,000
63,869,400
12.6
Amos and Daughter Investments and

Properties Ltd. (1)
Total
Notes:
(1)
Amos and Daughter Investments and Properties Ltd. is our Substantial Shareholder.
(2)
This reflects the number of Pre-IPO New Shares and its corresponding percentage of the post-Final Issuance share
capital of our Company, as the case may be, that have been allotted and issued pursuant to the conversion of the
outstanding redeemable convertible loan extended by Amos and Daughter Investments and Properties Ltd. in
accordance with the terms and conditions of the Pre-IPO Redeemable Convertible Loan Agreement, and excludes
all the existing Shares which Amos and Daughter Investments and Properties Ltd. holds prior to the allotment and
issuance of such Pre-IPO New Shares.
Save for Amos and Daughter Investments and Properties Ltd. who is our Substantial Shareholder,
none of the Pre-IPO Investors has any position, office or other material relationship with our
Company, Directors and/or Controlling Shareholder within the last three (3) years before the date
of the lodgement of this Offer Document.
Save for Amos and Daughter Investments and Properties Ltd. who is our Substantial Shareholder,
none of the Pre-IPO Investors is related to any of our Directors, Controlling Shareholder,
Substantial Shareholder or their Associates.
Save as disclosed above, none of our Directors, Controlling Shareholder, Substantial Shareholder
or their Associates has any direct or indirect interest in the shares held by the Pre-IPO Investors.
105
SHAREHOLDERS
INFORMATION ON THE CORNERSTONE INVESTOR
In connection with the Placement, the Cornerstone Investor has entered into the Cornerstone
Subscription Agreement with our Company to invest S$7.1 million (Investment Amount) to
subscribe for 21,515,000 Cornerstone Shares at the Placement Price, conditional upon, inter alia,
(i) the registration of this Offer Document by the SGX-ST, acting as agent on behalf of the
Authority; (ii) the entering into the Placement Agreement and such Placement Agreement having
become unconditional (in accordance with its terms or as subsequently waived or varied by
agreement of the parties) by no later than the time and date as specified or as subsequently
waived or varied by agreement of the parties; and (iii) the Placement Agreement not having been
terminated or lapsed in accordance with the terms therein. The Cornerstone Subscription is
conditional upon the Placement. The Placement is, however, not conditional on the completion of
the Cornerstone Subscription.
In the event that the Investment Amount would entitle the Cornerstone Investor to subscribe and
pay for such number of Cornerstone Shares representing 5.0% or more of the post-Final Issuance
share capital of our Company, at the Placement Price, part of the Investment Amount shall be
returned to the Cornerstone Investor without any interest thereon within seven (7) Business Days
(as such term is defined in the Cornerstone Subscription Agreement) from the date of the
completion of the Placement such that the Cornerstone Investor would only subscribe and pay for
such number of Cornerstone Shares representing 4.99% of the post-Final Issuance share capital
of our Company, rounded down to the nearest 100 shares, at the Placement Price.
Details on the Cornerstone Investor are as set out below:
B. BRAUN
B. BRAUN is a German privately held company which was founded in 1839 and has global sales
of EUR5.43 billion and 54,000 employees worldwide in 62 locations. B. BRAUN supplies the
global healthcare market with products for anaesthesia, intensive medicine, cardiology, extra
corporeal blood treatment and surgery, as well as services for hospitals, general practitioners and
homecare sector.
In addition, our Company has entered into a non-legally binding memorandum of understanding
with B. BRAUN (MOU) on 13 October 2015 as a potential strategic partner for the purpose of
establishing mutual deal flow, identifying potential new investments, cooperating in the
establishment of accelerators and incubators in selected markets worldwide, and collaborating on
the development of new technologies, solutions and products in medical fields as shall be further
detailed in a definitive collaboration agreement (Collaboration Agreement).
Our Company and B. BRAUN shall negotiate in good faith in order to try and conclude the
Collaboration Agreement no later than 31 December 2015, and our Company and B. BRAUN
agree that the obligations under the Collaboration Agreement shall be subject to and contingent
upon the consummation of B. BRAUNs investment in our Company in the Placement.
The MOU is not intended to be a legally binding document and does not create rights and
obligations for either our Company or B. BRAUN, other than the obligations under certain
provisions of the MOU in relation to confidentiality, termination and governing law.
Our Company and B. BRAUN are currently discussing the terms of the Collaboration Agreement.
We will make further announcements when there are material developments in relation to the
abovementioned matter.
106
SHAREHOLDERS
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed above and in the sections entitled Share Capital and Restructuring Exercise
of this Offer Document, there were no significant changes in the percentage of ownership of
Shares in our Company within the last three (3) years preceding the Latest Practicable Date.
MORATORIUM
Todd Dollinger and Steve Rhodes (who are our Chairmen and Chief Executive Officers),
Trendlines International, Trendlines Venture Management and Trendlines Venture Partners
L.P.
Our Chairmen and Chief Executive Officers, namely Todd Dollinger and Steve Rhodes, (i) hold an
aggregate of 26,734,080 Shares (as adjusted for the Bonus Shares Issue) (Steve-Todd
Shares), representing approximately 5.2% of our Companys post-Final Issuance share capital;
(ii) are the beneficiaries of an aggregate of 11,676,768 Shares (as adjusted for the Bonus Shares
Issue) (Meitav Shares), representing approximately 2.4% of our Companys post-Final Issuance
share capital which are held in trust by Meitav Dash Trust Ltd for their benefit; and (iii) hold Old
Options granted pursuant to the Old Option Plan to purchase in aggregate 26,545,856 Option
Shares (as adjusted for the Bonus Shares Issue). As a demonstration of their commitment to our
Group, Todd Dollinger and Steve Rhodes, have each undertaken not to, inter alia, sell, contract
to sell, transfer, assign, pledge, dispose of, realise, grant any option to or enter into any
agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of
their interests (both direct and indirect) in (a) their respective Steve-Todd Shares and Meitav
Shares (adjusted for any bonus issue or subdivision of Shares) immediately after the Placement
for a period of 12 months commencing from our Companys date of admission to Catalist; and (b)
the 26,545,856 Options Shares (adjusted for any bonus issue or subdivision of Shares) to be
allotted and issued to each of them respectively upon their exercise of the Old Options granted to
them pursuant to the Old Option Plan for a period of 12 months commencing from our Companys
date of admission to Catalist.
In addition, each of Todd Dollinger and Steve Rhodes holds 45.0% (on an as converted basis 1) of
the shareholding interest in Trendlines International. Trendlines International holds approximately
99.8% of the shareholding interest (and each of Todd Dollinger and Steve Rhodes holds one (1)
share in Trendlines Venture Management, representing in aggregate approximately 0.2% of the
shareholding interest in Trendlines Venture Management) in Trendlines Venture Management,
which is the general partner of Trendlines Venture Partners L.P. (Trendlines Venture Partners),
which, in turn, is the general partner of the Trendlines Israel Fund L.P. (TIF LP), which is a
fully-invested venture fund that holds 9,411,768 Shares (as adjusted for the Bonus Shares Issue)
(TIF Shares), representing approximately 1.9% of our Companys post-Final Issuance share
capital. Todd Dollinger and Steve Rhodes are two (2) of the limited partners of Trendlines Venture
Partners and each of them holds 35.0% partnership interest in Trendlines Venture Partners.
Trendlines International is one (1) of the limited partners of TIF LP and holds approximately 2.5%
of the partnership interest in TIF LP.
In this connection, Todd Dollinger and Steve Rhodes (as shareholders of Trendlines International),
and Trendlines International (as shareholder of Trendlines Venture Management) have
undertaken not to, inter alia, sell, contract to sell, transfer, assign, pledge, dispose of, realise,
grant any option to or enter into any agreement that will directly or indirectly constitute or will be
1
Please refer to footnotes 2 and 3 in the section entitled Shareholders Shareholding and Ownership Structure of
this Offer Document for further details.
107
SHAREHOLDERS
deemed as a disposal of any part of their respective shareholdings in Trendlines International and
Trendlines Venture Management respectively immediately after the Placement for a period of 12
months commencing from our Companys date of admission to Catalist. In addition, Trendlines
Venture Management as general partner of Trendlines Venture Partners, and Trendlines Venture
Partners as general partner of TIF LP, have undertaken not to, inter alia, sell, contract to sell,
transfer, assign, pledge, dispose of, realise, grant any option to or enter into any agreement that
will directly or indirectly constitute or will be deemed as a disposal of any part of their respective
partnership interests in Trendlines Venture Partners and TIF LP respectively immediately after the
Placement for a period of 12 months commencing from our Companys date of admission to
Catalist.
Trendlines Venture Partners (which is the general partner of TIF LP) has the exclusive right and
power to manage the business and affairs of TIF LP, which includes the authority to dispose of,
or to exercise control over the disposal of, the TIF Shares. Accordingly, Trendlines Venture
Partners has undertaken not to, inter alia, sell, contract to sell, transfer, assign, pledge, dispose
of, realise, grant any option to or enter into any agreement that will directly or indirectly constitute
or will be deemed as a disposal of any part of TIF LPs interests (both direct and indirect) in the
TIF Shares (adjusted for any bonus issue or subdivision of Shares) immediately after the
Placement for a period of 12 months commencing from our Companys date of admission to
Catalist (TIF 12 Months Moratorium Period), save for the distribution of the TIF Shares to
Trendlines Venture Partners (as general partner of TIF LP) (TIF-TVP Shares) and the limited
partners of TIF LP, which includes, inter alia, Trendlines International (TIF-TI Shares) (TIF
Distribution).
In the event of the TIF Distribution, (i) Trendlines Venture Partners has undertaken not to, inter
alia, sell, contract to sell, transfer, assign, pledge, dispose of, realise, grant any option to or enter
into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any
part of Trendlines Venture Partners interests (both direct and indirect) in the TIF-TVP Shares
(adjusted for any bonus issue or subdivision of Shares) for the remaining period of the TIF 12
Months Moratorium Period (TVP Moratorium Period), save for the distribution of the TIF-TVP
Shares to Trendlines Venture Management (as general partner of Trendlines Venture Partners)
(TVP-TVM Shares) and the limited partners of Trendlines Venture Partners, which includes,
inter alia, Todd Dollinger and Steve Rhodes (TVP-TS Shares) (TVP Distribution); and (ii)
Trendlines International (as one (1) of the limited partners of TIF LP) has undertaken not to, inter
part of Trendlines Internationals interests (both direct and indirect) in the TIF-TI Shares (adjusted
for any bonus issue or subdivision of Shares) for the remaining period of the TIF 12 Months
Moratorium Period.
For the avoidance of doubt, save for Trendlines International, the other limited partners of TIF LP
are not required to undertake a moratorium for their respective shareholding interests (both direct
and indirect) in the TIF Shares which they will receive pursuant to the TIF Distribution.
In the event of the TVP Distribution, (i) Trendlines Venture Management has undertaken not to,
inter alia, sell, contract to sell, transfer, assign, pledge, dispose of, realise, grant any option to or
enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal
of any part of Trendlines Venture Managements interests (both direct and indirect) in the
TVP-TVM Shares (adjusted for any bonus issue or subdivision of Shares) for the remaining period
of the TVP Moratorium Period; and (ii) Todd Dollinger and Steve Rhodes (as limited partners of
Trendlines Venture Partners) have undertaken not to, inter alia, sell, contract to sell, transfer,
assign, pledge, dispose of, realise, grant any option to or enter into any agreement that will
108
SHAREHOLDERS
directly or indirectly constitute or will be deemed as a disposal of any part of their respective
interests (both direct and indirect) in the TVP-TS Shares for the remaining of the TVP Moratorium
Period.
For the avoidance of doubt, save for Todd Dollinger and Steve Rhodes, the other limited partners
of Trendlines Venture Partners are not required to undertake a moratorium for their respective
shareholding interests (both direct and indirect) in the TIF-TVP Shares which they will receive
pursuant to the TVP Distribution.
Non-Executive Director and Controlling Shareholder 1 Zeev Bronfeld
Our Non-Executive Director and Controlling Shareholder, Zeev Bronfeld, who holds 72,732,416
Shares (as adjusted for the Bonus Shares Issue) (representing approximately 14.4% of our
Companys post-Final Issuance share capital), has undertaken not to, inter alia, sell, contract to
sell, transfer, assign, pledge, dispose of, realise, grant any option to or enter into any agreement
that will directly or indirectly constitute or will be deemed as a disposal of any part of his
shareholding interests in our Company (adjusted for any bonus issue or subdivision of Shares)
immediately after the Placement for a period of 12 months commencing from our Companys date
of admission to Catalist.
Substantial Shareholder Amos and Daughter Investments and Properties Ltd.
Our Substantial Shareholder, Amos and Daughter Investments and Properties Ltd., who holds
30,488,752 Shares (as adjusted for the Bonus Shares Issue) (excluding (i) the 2,400,000 Shares
(as adjusted for the Bonus Shares Issue) allotted and issued to Amos and Daughter Investments
and Properties Ltd. pursuant to the 2014-2015 Private Placement (as adjusted for the Bonus
Shares Issue); and (ii) the 6,293,700 new Shares allotted and issued to Amos and Daughter
Investments and Properties Ltd. pursuant to the Conversion) (Amos and Daughter Shares),
representing approximately 6.0% of our Companys post-Final Issuance share capital, has
undertaken not to, inter alia, sell, contract to sell, transfer, assign, pledge, dispose of, realise,
grant any option to or enter into any agreement that will directly or indirectly constitute or will be
deemed as a disposal of any part of its shareholding interests in the Amos and Daughter Shares
(adjusted for any bonus issue or subdivision of Shares) immediately after the Placement for a
period of six (6) months commencing from our Companys date of admission to Catalist.
Amos and Daughter Investments and Properties Ltd., as one (1) of our 2014-2015 Private
Placement Investors, was allotted and issued 2,400,000 Shares (as adjusted for the Bonus
Shares Issue) and has undertaken to moratorise its portion of the 2014-2015 Private Placement
Investment Shares in the manner described in the section entitled Shareholders Moratorium
2014-2015 Private Placement Investors of this Offer Document.
In addition, Amos and Daughter Investments and Properties Ltd. as one (1) of our Pre-IPO
Investors has been allotted and issued 6,293,700 new Shares pursuant to the Conversion,
representing approximately 1.2% of our Companys post-Final Issuance share capital has also
undertaken to moratorise its portion of the Pre-IPO New Shares in the manner described in the
section entitled Shareholders Moratorium Pre-IPO Investors of this Offer Document.
Following the Final Issuance, Zeev Bronfeld will cease to be a Controlling Shareholder but will remain as a
Substantial Shareholder as he will hold more than 5.0% but less than 15.0% of our Companys post-Final Issuance
share capital.
109
SHAREHOLDERS
Pre-IPO Investors
The Pre-IPO Investors (including our Substantial Shareholder, Amos and Daughter Investments
and Properties Ltd.) have each undertaken not to, inter alia, sell, contract to sell, transfer, assign,
pledge, dispose of, realise, grant any option to or enter into any agreement that will directly or
indirectly constitute or will be deemed as a disposal of any part of their shareholding interests in
the Pre-IPO New Shares (adjusted for any bonus issue or subdivision of Shares) immediately after
the Placement for a period of six (6) months commencing from our Companys date of admission
to Catalist (First Moratorium Period), and for a further period of six (6) months from the First
Moratorium Period (Second Moratorium Period) not to, inter alia, sell, contract to sell, transfer,
directly or indirectly constitute or will be deemed as a disposal of any part of their shareholding
interests in the Pre-IPO New Shares (adjusted for any bonus issue or subdivision of Shares) to
below 50.0% of their original shareholding interests in the Pre-IPO New Shares (adjusted for any
bonus issue or subdivision of Shares).
The table below sets out details in relation to the Pre-IPO Investors and the respective number of
Pre-IPO New Shares moratorised during the relevant periods:
Pre-IPO Investor
Number of
new Shares
allotted and
issued
Number of
Number of
Pre-IPO New
Pre-IPO New
Shares
Shares
% of the
moratorised
moratorised
post-Final
during the Second
during the First
Issuance share
Moratorium Period Moratorium Period
capital
Wang Yu Huei
13,986,000
2.7
13,986,000
6,993,000
11,655,000
2.3
11,655,000
5,827,500
6,993,000
1.4
6,993,000
3,496,500
6,993,000
1.4
6,993,000
3,496,500
3,729,600
0.7
3,729,600
1,864,800
Global Victory Ltd
2,331,000
0.5
2,331,000
1,165,500
Ho Kok Fi John
1,864,800
0.4
1,864,800
932,400
Tan Sze Seng
1,864,800
0.4
1,864,800
932,400
Yeo Khee Seng Benny
1,398,600
0.3
1,398,600
699,300
Leong Wing Kong
1,165,500
0.2
1,165,500
582,750
Ramesh S/O Pritamdas

Chandiramani
1,165,500
0.2
1,165,500
582,750
Tan Shao Ming
1,165,500
0.2
1,165,500
582,750
1,165,500
0.2
1,165,500
582,750
Liew Chee Kong
699,300
0.1
699,300
349,650
Chue En Yaw
466,200
0.1
466,200
233,100
466,200
0.1
466,200
233,100
Lim Kee Way Irwin
466,200
0.1
466,200
233,100
110
SHAREHOLDERS
Number of
Number of
Pre-IPO New
Pre-IPO New
Shares
Shares
% of the
moratorised
moratorised
post-Final
during the Second
during the First
Issuance share
Moratorium Period Moratorium Period
capital
Pre-IPO Investor
Number of
new Shares
allotted and
issued
Amos and Daughter

Investments and
Properties Ltd.(1)
6,293,700(2)
1.2(2)
6,293,700
3,146,850
Total
63,869,400
12.6
63,869,400
31,934,700
Notes:
(1)
Amos and Daughter Investments and Properties Ltd. is our Substantial Shareholder.
(2)
This reflects the number of Pre-IPO New Shares and its corresponding percentage of the post-Final Issuance share
capital of our Company, as the case may be, that have been allotted and issued pursuant to the conversion of the
outstanding redeemable convertible loan extended by Amos and Daughter Investments and Properties Ltd. in
accordance with the terms and conditions of the Pre-IPO Redeemable Convertible Loan Agreement, and excludes
all the existing Shares which Amos and Daughter Investments and Properties Ltd. holds prior to the allotment and
issuance of such Pre-IPO New Shares.
Converted RCL Holders

Each of the Converted RCL Holders is not to, inter alia, sell, contract to sell, transfer, assign,
pledge, dispose of, realise, grant any option to or enter into any agreement that will directly or
indirectly constitute or will be deemed as a disposal of any part of their respective shareholding
interests in the RCL Converted Shares (adjusted for any bonus issue or subdivision of Shares),
amounting to an aggregate of 910,600 Shares, representing 0.2% of the post-Final Issuance
share capital of our Company, for the First Moratorium Period and for the Second Moratorium
Period not to, inter alia, sell, contract to sell, transfer, assign, pledge, dispose of, realise, grant any
option to or enter into any agreement that will directly or indirectly constitute or will be deemed as
a disposal of any part of their shareholding interests in the RCL Converted Shares (adjusted for
any bonus issue or subdivision of Shares) to below 50.0% of their original shareholding interests
in the RCL Converted Shares (adjusted for any bonus issue or subdivision of Shares), amounting
to an aggregate of 455,300 Shares, representing 0.1% of the post-Final Issuance share capital of
our Company.
2014-2015 Private Placement Investors
Each of the 2014-2015 Private Placement Investors (including our Substantial Shareholder, Amos
and Daughter Investments and Properties Ltd.) is not to, inter alia, sell, contract to sell, transfer,
directly or indirectly constitute or will be deemed as a disposal of their respective shareholding
interest in the 2014-2015 Private Placement Investment Shares, being the profit portion of their
investments as at the date of our Companys admission to Catalist (adjusted for any bonus issue
or subdivision of Shares) (the 2014-2015 Private Placement Investors Moratorium Shares),
amounting to an aggregate of 2,575,207 2014-2015 Private Placement Investors Moratorium
Shares (as adjusted for the Bonus Shares Issue), representing approximately 0.5% of the
post-Final Issuance share capital of our Company, for a period of 12 months commencing from our
Companys date of admission to Catalist.
111
SHAREHOLDERS
The number of 2014-2015 Private Placement Investors Moratorium Shares, being the profit
portion of the 2014-2015 Private Placement Investors respective investments, was calculated
based on the difference between the value of the 2014-2015 Private Placement Investment
Shares as at IPO and the value of their respective investments pursuant to Rule 422(2) of the
Catalist Rules.
June 2015 Equity Financing Investors
Each of the June 2015 Equity Financing Investors is not to, inter alia, sell, contract to sell, transfer,
directly or indirectly constitute or will be deemed as a disposal of their respective shareholding
interest in the June 2015 Investment Shares, being the profit portion of their investments as at the
date of our Companys admission to Catalist (adjusted for any bonus issue or subdivision of
Shares) (the June 2015 Equity Financing Investors Moratorium Shares), amounting to an
aggregate of 1,397,588 June 2015 Equity Financing Investors Moratorium Shares (as adjusted for
the Bonus Shares Issue), representing approximately 0.3% of the post-Final Issuance share
capital of our Company, for a period of 12 months commencing from our Companys date of
admission to Catalist.
The number of June 2015 Equity Financing Investors Moratorium Shares, being the profit portion
of the June 2015 Equity Financing Investors respective investments, was calculated based on the
difference between the value of the June 2015 Investment Shares as at IPO and the value of their
respective investments pursuant to Rule 422(2) of the Catalist Rules.
Finder
The Finder was allotted and issued 99,440 Shares (as adjusted for the Bonus Shares Issue),
representing approximately less than 0.1% of the post-Final Issuance share capital of our
Company. The Finder is not to, inter alia, sell, contract to sell, transfer, assign, pledge, dispose of,
realise, grant any option to or enter into any agreement that will directly or indirectly constitute or
will be deemed as a disposal of its shareholding interest in 17,779 Shares, being the profit portion
of its investment as at the date of our Companys admission to Catalist (adjusted for any bonus
issue or subdivision of Shares) (the Finders Moratorium Shares), for a period of 12 months
commencing from our Companys date of admission to Catalist.
The number of Finders Moratorium Shares, being the profit portion of the Finders investment,
was calculated based on the difference between the value of the Finder Shares as at IPO and the
value of its investment pursuant to Rule 422(2) of the Catalist Rules.
PPCF
Pursuant to the Full Sponsorship and Management Agreement and as part of PPCFs fees as the
Sponsor and Issue Manager, our Company allotted and issued 2,651,600 PPCF Shares to PPCF,
representing approximately 0.6% of the issued and paid-up share capital of our Company
immediately prior to the Placement, at the Placement Price. PPCF has undertaken not to, inter
part of its shareholding interest in our Company immediately after the Placement for a period of
six (6) months commencing from our Companys date of admission to Catalist. After the expiry of
the aforesaid relevant moratorium period, PPCF may dispose its shareholding interest in our
Company at its discretion.
112
SHAREHOLDERS
VOLUNTARY
LOCK-UP
SHAREHOLDERS
OBLIGATIONS
UNDERTAKEN
BY
CERTAIN
EXISTING
As at the date of this Offer Document, certain existing Shareholders (Certain Existing
Shareholders) (which do not include any of the aforementioned groups of shareholders who are
bound by their respective moratorium provisions as set forth in the section entitled Shareholders
Moratorium of this Offer Document), who hold in aggregate 86,933,184 Shares (as adjusted for
the Bonus Shares Issue), representing approximately 17.1% of the issued share capital of our
Company immediately prior to the Placement, have voluntarily undertaken not to, inter alia, sell,
contract to sell, transfer, assign, pledge, dispose of, realise, grant any option to or enter into any
agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of
their respective shareholding interests in our Company (adjusted for any bonus issue or
subdivision of Shares) immediately after the Placement for a period of six (6) months commencing
from our Companys date of admission to Catalist (Lock-up Period), save for the off-market
block sale of the respective Shares of the Certain Existing Shareholders (Off-Market Block
Sale) which may be coordinated and arranged by a broker (and is subject to market conditions),
in the event that any of the Certain Existing Shareholders wishes to divest their Shares during the
Lock-up Period, should there be a compelling reason to do so. In the event of an Off-Market Block
Sale, acquirers of such Shares which have been disposed of by the Certain Existing Shareholders
(Acquired Shares) will be required to lock-up the Acquired Shares for the remaining of the
Lock-up Period. This voluntary lock-up undertaken by the Certain Existing Shareholders is not
conditional upon the Off-Market Block Sale.
In the event and upon the completion of an Off-Market Block Sale, the Company shall make an
immediate announcement to disclose, inter alia, the identities of the Certain Existing Shareholders
who disposed their Shares, the number and price of the Shares transacted pursuant to the
Off-Market Block Sale.
113
DILUTION
Dilution is the amount by which the Placement Price paid by the subscribers of our Shares in this
Placement exceeds our NTA per Share of our Group immediately after the Placement. Our
Adjusted NTA per Share before adjusting for the estimated net proceeds due to our Company from
the Placement and based on the pre-Final Issuance issued and paid-up share capital of
423,991,368 Shares was 23.25 cents per Share.
Pursuant to the Final Issuance which includes the Placement in respect of 75,760,000 Placement
Shares (including the Cornerstone Shares) at the Placement Price, our Adjusted NTA per Share
after adjusting for the estimated net proceeds due to our Company from the Placement and based
on the post-Final Issuance issued and paid-up share capital of 508,657,824 Shares would have
been 24.39 cents. This represents an immediate increase in NTA per Share of 1.14 cents to our
existing Shareholders and an immediate dilution in NTA per Share of 8.61 cents or approximately
26.1% to our new public shareholders.
The following table illustrates the dilution in NTA per Share as at the 30 June 2015 based on the
Placement Price of 33.00 cents per Share:
Cents
Placement Price for each Share
33.00
NTA per Share as at 30 June 2015 adjusted for the issue of the Pre-IPO
New Shares, the RCL Converted Shares and the PPCF Shares and based
on the pre-Final Issuance share capital of 423,991,368 Shares
23.25
Increase in NTA per Share attributable to existing Shareholders

NTA per Share after adjusting for the issue of the Pre-IPO New Shares, the
RCL Converted Shares, the PPCF Shares and the Final Issuance and
based on the post-Final Issuance share capital of 508,657,824 Shares
1.14
24.39
Dilution in NTA per Share to new public Shareholders
8.61
Dilution in NTA per Share to the new public Shareholders (%)
26.1
114
DILUTION
The following table summarises the total number of Shares acquired by and/or issued to our
Directors, Controlling Shareholder, Substantial Shareholder and other Shareholders since the
incorporation of our Company to the date of lodgement of this Offer Document, the aggregate
consideration and the average effective price per Share paid by them and by the new public
shareholders who subscribe for the Placement Shares pursuant to the Placement:
Number of
Shares
EXISTING SHAREHOLDERS
Directors
Todd Dollinger (1)
Steve Rhodes (2)
Zeev Bronfeld (3)
Substantial Shareholder
Amos and Daughter Investments and
Properties Ltd.
Other Shareholders
Other existing Shareholders (4)
Pre-IPO Investors
Converted RCL Holders
Holding Option Debenture Holders (5)
PPCF (6)
NEW PUBLIC SHAREHOLDERS (7)
Aggregate
consideration
(S$)
Average
effective cash
cost per Share
(cents)
20,384,864
20,384,864
72,732,416
9,500
9,500
34,211
0.05
0.05
0.05
32,888,752
4,048,804
12.31
190,905,224
63,689,400
910,600
1,599,800
2,651,600
75,760,000
32,968,613
13,700,000
195,332
422,352
875,028
25,000,800
17.27
21.45
21.45
26.40
33.00
33.00
Notes:
(1)
Includes the number of Shares held by Meitav Dash Trust Ltd. in trust for the benefit of Todd Dollinger.
(2)
Includes the number of Shares held by Meitav Dash Trust Ltd. in trust for the benefit of Steve Rhodes.
(3)
share capital.
(4)
Excludes (i) the Shares held by (a) Meitav Dash Trust Ltd. in trust for the benefit of Todd Dollinger and Steve
Rhodes; (b) the Substantial Shareholder; and (ii) Agtech Employee Consideration Shares and (iii) the Shares which
were allotted and issued to other Shareholders pursuant to share swap agreements in exchange for shares in
Misgav/Karmiel, but includes the Shares held by the Existing Public Shareholders.
(5)
The Holding Option Debenture Holders will be issued the Debenture Conversion Shares immediately prior to or
contemporaneously with the completion of the Placement. Please refer to the section entitled Share Capital of this
Offer Document for more details.
(6)
Pursuant to the Full Sponsorship and Management Agreement and as part of PPCFs fees as the Sponsor and Issue
Manager, our Company issued and allotted 2,651,600 PPCF Shares to PPCF, representing approximately 0.6% of
the issued and paid-up share capital of our Company immediately prior to the Placement, at the Placement Price.
After the expiry of the relevant moratorium period as set out in the section entitled Shareholders Moratorium of
this Offer Document, PPCF may dispose its shareholding interest in our Company at its discretion.
(7)
Excludes Shares held by the Existing Public Shareholders and includes the Cornerstone Investor.
Save as disclosed above and in the sections entitled Share Capital, Shareholders, and
General and Statutory Information of this Offer Document, none of our Directors, Controlling
Shareholder, Substantial Shareholder of our Company or their respective Associates have
acquired any Shares during the period of three (3) years prior to the date of this Offer Document.
115
RESTRUCTURING EXERCISE
Our Group was formed with our corporate history as set out in the section entitled General
Information on Our Group History of this Offer Document. Prior to and in preparation for the
Placement, we implemented the following Restructuring Exercise:
(a)
Acquisition of the minority interest in Trendlines Medical

Pursuant to a share transfer agreement dated 19 September 2014, our Company acquired
999 shares in the capital of Trendlines Medical, representing 0.1998% of the issued share
capital of Trendlines Medical, from Misgav Non-profit Society for the Encouragement of
Entrepreneurship in consideration for the sum of US$55,000. The consideration was
determined on a willing buyer willing seller basis. Following such acquisition, our Company
held 99.9998% of the issued share capital of Trendlines Medical.
On 24 June 2015, our Company acquired the remaining one (1) share in the capital of
Trendlines Medical from Misgav/Karmiel in consideration for the sum of US$55.055. The
consideration was determined on a willing buyer willing seller basis. Following such
acquisition, Trendlines Medical became our wholly-owned Subsidiary.
(b)
Acquisition of the minority interest in Trendlines Agtech

Pursuant to the Agtech Minority Shareholders Share Exchange Agreement, our Company
purchased, effective as of 30 June 2015, all of the 67,868 issued shares in the capital of
Trendlines Agtech, at par value of NIS 0.01 each, held by the Agtech Minority Shareholders
in exchange for the allotment and issuance of an aggregate of 14,485,312 new Shares in the
capital of our Company, credited as fully paid-up, to the Agtech Minority Shareholders
(Agtech Minority Shareholders Acquisition). The purchase consideration was
determined on a willing buyer willing seller basis. Following the Agtech Minority Shareholders
Acquisition, our Company holds 96.0% equity interest in the issued share capital of
Trendlines Agtech.
In addition, pursuant to the Agtech Employee Share Exchange Agreement, our Company
intends to purchase all the Remaining Agtech Shares held by the Trustee (Agtech
Consideration Shares credited as fully paid-up, which was determined on a willing buyer
willing seller basis. The Trustee holds the Remaining Agtech Shares representing 4.0% of the
equity interest in Trendlines Agtech in trust for three (3) former employees of Trendlines
Agtech, including Yosef Ron. The other two (2) former employees are Unrelated Third
Parties. The completion of the Agtech Employee Acquisition is subject to, inter alia, the
satisfaction of the Agtech Employee Conditions Precedent (which includes the Agtech
Employee IPO Condition).
In this connection, in the event that other conditions are not satisfied upon the fulfilment of
the Agtech Employee IPO Condition, the acquisition shall occur as soon as practicable
thereafter, provided that if the other conditions are not satisfied within six (6) months from the
fulfilment of the Agtech Employee IPO Condition, the Agtech Employee Share Exchange
Agreement will terminate. In the event that the acquisition has not been consummated prior
to the lapse of 12 months from the date of the Agtech Employee Share Exchange Agreement
(Period), the parties shall agree to discuss the extension of the Period by up to an
additional 12 months.
116
RESTRUCTURING EXERCISE
As at the date of this Offer Document, the Agtech Employee Conditions Precedent have not
been satisfied. Our Company, Trendlines Agtech and the Trustee intend to complete the
Agtech Employee Acquisition upon the satisfaction of the Agtech Employee Conditions
Precedent. Assuming that all the Agtech Employee Conditions Precedent (including the
Agtech Employee IPO Condition) are satisfied prior to the completion of the Placement, our
Company, Trendlines Agtech and the Trustee will proceed to complete the Agtech Employee
Acquisition, pursuant to which the allotment and issuance of the Agtech Employee
Consideration Shares will take place immediately prior to or contemporaneously with the
completion of the Placement, whereupon our Company will hold the entire issued share
capital of Trendlines Agtech.
(c)
Acquisition of the minority interest in Misgav/Karmiel

Pursuant to separate put/call option agreements entered into between our Company,
Misgav/Karmiel, Trendlines Medical and each of the Misgav/Karmiel Shareholders executed
in 2007, the Misgav/Karmiel Shareholders granted Trendlines Medical a call option to
purchase all of the shares held by them in Misgav/Karmiel (being 169 shares, representing
approximately 11.8% of the issued share capital of Misgav/Karmiel), in exchange for the
Misgav/Karmiel Consideration Shares. The number of Shares to be allotted and issued to the
Misgav/Karmiel Shareholders pursuant to the exercise of the Misgav/Karmiel Call Option
was determined on a willing buyer willing seller basis. The Misgav/Karmiel Call Option may
be exercised by Trendlines Medical upon or in connection with either one (1) of the specified
exit events which include, inter alia, the consummation of an initial public offering of our
Companys securities. As at the date of this Offer Document, Trendlines Medical holds the
Misgav/Karmiel Call Option in respect of 169 shares representing approximately 11.8% of the
issued share capital of Misgav/Karmiel. Trendlines Medical intends to exercise the
Misgav/Karmiel Call Option prior to the completion of the Placement such that Trendlines
Medical will hold approximately 91.7% of the equity interest in Misgav/Karmiel and the
remaining of approximately 8.3% equity interest in Misgav/Karmiel will be held by
Development Association Gush Segev Ltd., which is an Unrelated Third Party. The
Placement is, however, not conditional on the completion of the Misgav/Karmiel Call Option.
Please refer to the section entitled Corporate Structure of this Offer Document for details of our
corporate structure.
117
(1)
Misgav/Karmiel
79.87%(1)
Trendlines Medical
100%
Trendlines Agtech
96.0%(2)
118
Pursuant to separate put/call option agreements entered into between our Company, Misgav/Karmiel, Trendlines Medical and each of the Misgav/Karmiel Shareholders executed in 2007,
the Misgav/Karmiel Shareholders granted Trendlines Medical a call option to purchase all of the shares held by them in Misgav/Karmiel, in exchange for the Misgav/Karmiel Consideration
Shares. Trendlines Medical intends to exercise the Misgav/Karmiel Call Option prior to the completion of the Placement such that Trendlines Medical will hold approximately 91.7% of
the equity interest in Misgav/Karmiel and the remaining of approximately 8.3% equity interest in Misgav/Karmiel will be held by Development Association Gush Segev Ltd., which is an
Unrelated Third Party. Please refer to the section entitled Restructuring Exercise of this Offer Document for more details.
Notes:
Maryland/Israel Trendlines Fund LP
US limited
partners
20% Carry(4)
E.T.View Medical(3)
Maryland GP(4)
General partner
26.95%(3)
50%
Company
Our corporate structure as at the date of this Offer Document is as follows:
CORPORATE STRUCTURE
E.T.View Medical is a publicly traded company on the TASE and the remaining shareholders are its management, employees and public shareholders. Our Company and two (2) of our
Subsidiaries, Trendlines Medical and Misgav/Karmiel, hold approximately 18.71%, 8.18% and 0.06% of E.T.View Medical, respectively, such that the aggregate equity interest held by
our Group is approximately 26.95%.
Maryland GP is a Maryland limited liability company which is the general partner of Maryland/Israel Trendlines Fund L.P. (M/ITF), a Maryland limited partnership which is a Shareholder
of our Company and has invested in certain of our portfolio companies. The remaining 50% shareholding in Maryland GP is held by Maryland/Israel Development Corporation, an
Unrelated Third Party.
(3)
(4)
119
In its capacity as the general partner of M/ITF, Maryland GP is entitled to receive 20% of distributions (cash or property) made by M/ITF as carried interest (20% Carry), after all the
limited partners in M/ITF have received in aggregate distributions equal to their capital contributions to M/ITF.
Pursuant to the Agtech Employee Share Exchange Agreement, subject to the satisfaction of the Agtech Employee Conditions Precedent, our Company intends to purchase all the
Remaining Agtech Shares held by the Trustee (Agtech Employee Acquisition) in exchange for the allotment and issuance of the Agtech Employee Consideration Shares, credited
as fully paid-up. As at the date of this Offer Document, the Agtech Employee Conditions Precedent have not been satisfied. Our Company, Trendlines Agtech and the Trustee intend
to complete the Agtech Employee Acquisition upon the satisfaction of the Agtech Employee Conditions Precedent. Assuming that all the Agtech Employee Conditions Precedent (including
the Agtech Employee IPO Condition) are satisfied prior to the completion of the Placement, our Company, Trendlines Agtech and the Trustee will proceed to complete the Agtech
Employee Acquisition, pursuant to which the allotment and issuance of the Agtech Employee Consideration Shares will take place immediately prior to or contemporaneously with the
completion of the Placement, whereupon our Company will hold the entire issued share capital of Trendlines Agtech. Please refer to the section entitled Restructuring Exercise of this
Offer Document for more details.
(2)
CORPORATE STRUCTURE
CORPORATE STRUCTURE
Our Subsidiaries
The details of our Subsidiaries are as follows:
Name of
Subsidiary
Date and place

of incorporation
Principal business activities/

Principal place of business
% effective
ownership
Trendlines Agtech
30 January 1992/
Israel
To provide advice, develop,

implement and encourage industrial
R&D of products, technologies,
patents and inventions for business
applications/Israel
96.0% (1)
Trendlines
Medical
20 November
1995/Israel
Provision of management, marketing

and administrative services and
technical services for new
technological ventures/Israel
100.0%
Misgav/Karmiel
12 August 1992/
Israel
To engage in any matters related to

management of any kind and capital
raising/Israel
79.87% (2)
Notes:
(1)
The Trustee holds the Remaining Agtech Shares, representing 4.0% of the equity interest in Trendlines Agtech, in
trust for three (3) former employees of Trendlines Agtech, including Yosef Ron. The other two (2) former employees
are Unrelated Third Parties.
Pursuant to the Agtech Employee Share Exchange Agreement, subject to the satisfaction of the Agtech Employee
Conditions Precedent, our Company intends to purchase all the Remaining Agtech Shares held by the Trustee
(Agtech Employee Acquisition) in exchange for the allotment and issuance of the Agtech Employee
Consideration Shares credited as fully paid-up. As at the date of this Offer Document, the Agtech Employee
Conditions Precedent have not been satisfied. Our Company, Trendlines Agtech and the Trustee intend to complete
the Agtech Employee Acquisition upon the satisfaction of the Agtech Employee Conditions Precedent. Assuming that
all the Agtech Employee Conditions Precedent (including the Agtech Employee IPO Condition) are satisfied prior to
the completion of the Placement, our Company, Trendlines Agtech and the Trustee will proceed to complete the
Agtech Employee Acquisition, pursuant to which the allotment and issuance of the Agtech Employee Consideration
Shares will take place immediately prior to or contemporaneously with the completion of the Placement, whereupon
our Company will hold the entire issued share capital of Trendlines Agtech. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more details.
(2)
As at the Latest Practicable Date, Trendlines Medical, Development Association Gush Segev Ltd. and the
Misgav/Karmiel Shareholders each holds approximately 79.87%, 8.32% and 11.81% of the equity interest in
Misgav/Karmiel. Trendlines Medical is our Subsidiary while Development Association Gush Segev Ltd. and the
Misgav/Karmiel Shareholders (except for Ehud Huberman, who is a Shareholder who holds less than 5.0% of the
post-Final Issuance share capital of our Company) are Unrelated Third Parties.
Pursuant to separate put/call option agreements entered into between our Company, Misgav/Karmiel, Trendlines
Medical and each of the Misgav/Karmiel Shareholders executed in 2007, the Misgav/Karmiel Shareholders granted
Trendlines Medical a call option to purchase all of the shares held by them in Misgav/Karmiel, in exchange for the
Misgav/Karmiel Consideration Shares. Trendlines Medical intends to exercise the Misgav/Karmiel Call Option prior
to the completion of the Placement such that Trendlines Medical will hold approximately 91.7% of the equity interest
in Misgav/Karmiel and the remaining of approximately 8.3% equity interest in Misgav/Karmiel will be held by
Development Association Gush Segev Ltd., which is an Unrelated Third Party. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more details.
120
CORPORATE STRUCTURE
Our Associated Companies
The details of our Associated Companies are as follows:
Name of
Associated
Company
Date and place of

incorporation
Principal business activities/

Principal place of business
E.T.View
Medical (1)
13 March 1986/
Israel
Development of VivaSight
endotracheal tubes, which are fully
integrated disposable systems that
allow continuous airway visualisation
and ventilation for accurate
placement without any modifications
to standard Intubation
procedure/Israel
Maryland GP (2)
10 January 2011/
Maryland
General partner/Maryland
% effective
ownership
26.95%
50%
Notes:
(1)
E.T.View Medical is a publicly traded company on the TASE and the remaining shareholders are its management,
employees and public shareholders. Our Company and two (2) of our Subsidiaries, Trendlines Medical and
Misgav/Karmiel, hold approximately 18.71%, 8.18% and 0.06% of E.T.View Medical, respectively, such that the
aggregate equity interest held by our Group is approximately 26.95%.
(2)
Maryland GP is a Maryland limited liability company which is the general partner of M/ITF, a Maryland limited
partnership which is a Shareholder of our Company and has invested in certain of our portfolio companies. The
remaining 50% shareholding in Maryland GP is held by Maryland/Israel Development Corporation, an Unrelated
Third Party.
Notwithstanding that, currently, our Group, through Trendlines Medical or Trendlines Agtech,
holds more than 50.0% of the issued share capital in the Relevant Portfolio Companies, pursuant
to the SGX-STs ruling in respect of the SGX Application, the SGX-ST exempted the Relevant
Portfolio Companies from being deemed as subsidiaries of our Company under the Fourth
Schedule of the SFR and from being disclosed as such in accordance with the Fifth Schedule of
the SFR. Please refer to the section entitled General Information on our Group Business
Overview of this Offer Document for more details on the Relevant Portfolio Companies, the SGX
Application and the SGX-STs ruling in respect of the SGX Application.
Accordingly, save as disclosed above, our Group does not have any subsidiaries or Associated
Companies.
Save as disclosed above, none of our Subsidiaries and Associated Companies is listed on any
stock exchange in any jurisdiction.
Our portfolio companies
As at the Latest Practicable Date, all of our portfolio companies are incorporated in Israel and
have their principal place of business in Israel. Please refer to the section entitled General
Information on Our Group Business Overview of this Offer Document for further details of our
portfolio companies including our shareholding interest in our portfolio companies.
121
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following information should be read in conjunction with the full text of this Offer Document,
including the section entitled Managements Discussion and Analysis of Results of Operations
and Financial Position of this Offer Document and Independent Auditors Report and Audited
Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries for the
Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial Period
from January 1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document which are
prepared in accordance with the IFRS.
A summary of the audited consolidated financial statements of our Group in respect of FY2012,
FY2013 and FY2014, the unaudited interim consolidated financial statements of our Group in
respect of HY2014 and the audited interim consolidated financial statements of our Group in
respect of HY2015 is set out below:
Results of operations of our Group
<
(US$000)
Income:
Gain from change in fair value
of investments in Portfolio
Companies
Income from services to
Portfolio Companies
Groups share of losses of
companies accounted for
under the equity method, net
Gain from disposal of
investment accounted for
under the equity method
Income from contracted R&D
services
Financial income
Other income
Audited
>
FY2012
FY2013
8,637
4,027
Unaudited
Audited
FY2014
HY2014
HY2015
23,494
1,879
8,562
5,674
3,601
4,433
2,282
2,225
(434)
(738)
(128)
1,269
1,238
33
267
1,621
201
259
1,364
160
717
753
1
158
194
710
321
13,768
29,707
8,553
11,756
8,996
Expenses:
Operating, general and
administrative expenses
Marketing expenses
R&D expenses, net
Financial expenses
3,946
139
869
204
4,679
315
1,244
560
9,085
320
1,065
938
3,104
199
573
812
3,152
149
284
82
Total expenses
5,158
6,798
11,408
4,688
3,667
Income (loss) before income

taxes (1)
Income taxes
8,610
(2,642)
22,909
(6,186)
(2,855)
(1,355)
7,068
(2,360)
5,329
(1,979)

5,968
16,723
(4,210)
4,708
3,350
Total income
122

<
(US$000)
attributable to:
Equity holders of the
Company (1)
Net earnings per share

attributable to equity holders
of the Company:
EPS (LPS) (US cents) (2)
Adjusted EPS (LPS)
(US cents) (1)(3)(4)
Audited
>
FY2012
FY2013
5,827
141
Unaudited
Audited
FY2014
HY2014
HY2015
15,955
768
(2,814)
(1,396)
5,393
(685)
3,590
(240)
5,968
16,723
(4,210)
4,708
3,350
1.37
3.76
(0.66)
1.27
0.85
1.15
3.14
(0.55)
1.06
0.71
Notes:
(1)
Had the Employment Agreements (set out in the section entitled Directors, Management and Staff Employment
Agreements of this Offer Document) been in place since 1 January 2014, our loss before income taxes, net loss
and total comprehensive loss attributable to equity holders of the Company and adjusted LPS for FY2014 computed
based on our post-Final Issuance share capital of 508,657,824 Shares would have been approximately US$(3.1)
million, US$(2.9) million and (0.58) US cents respectively.
(2)
For illustrative purposes, the EPS (LPS) for the Period Under Review have been computed based on net income
(loss) and total comprehensive income (loss) attributable to equity holders of the Company and our pre-Final
Issuance share capital of 423,991,368 Shares.
(3)
For illustrative purposes, the adjusted EPS (LPS) for the Period Under Review have been computed based on net
income (loss) and total comprehensive income (loss) attributable to equity holders of the Company and our
post-Final Issuance share capital of 508,657,824 Shares.
(4)
The adjusted EPS (LPS) for the Period Under Review is derived from the information found in the Independent
Auditors Report and Audited Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries
for the Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January
1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document, and has not been audited or reviewed
by the Independent Auditors and Reporting Accountants in accordance with IFRS or any applicable accounting
standards.
123

Financial position of our Group
<
(US$000)
2012
Audited as at
>
31 December
2013
2014
30 June
2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
1,690
3,272
1,536
10,843
Restricted short-term deposits
638
439
228
398
Short-term investments
590
223
1,546
2,807
Accounts and other receivables
958
1,070
836
753
Short-term loans to portfolio companies
625
760
246
302
4,501
5,764
4,392
15,103
962
43,855
72,214
75,623
82,000
20
110
129
195
366
654
592
561
Total Non-Current Assets
44,241
72,978
77,306
82,756
Total Assets
48,742
78,742
81,698
97,859
675
881
1,370
759
Deferred revenues
2,168
3,087
3,274
2,726
Total Current Liabilities
2,843
3,968
4,644
3,485
730
1,340
1,203
710
Loans from the Israeli Chief Scientist
4,231
4,955
4,493
4,102
Convertible debentures and warrants
1,545
10,686
398
14
14
6,846
13,032
14,102
16,145
Total Long-Term Liabilities
12,205
19,331
21,357
31,657
Total Liabilities
15,048
23,299
26,001
35,142

NON-CURRENT ASSETS:
Long-term investment
Investments in Portfolio Companies
Investments in companies accounted
for under the equity method
Property, plant and equipment, net
LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Trade and other payables
LONG-TERM LIABILITIES:
Deferred revenues
Other long-term liabilities

Deferred taxes, net
124
<
(US$000)
2012
Audited as at
>
31 December
2013
2014
30 June
2015
EQUITY:
Equity Attributable to Equity Holders
of the Company:
Share capital
87
96
100
112
15,208
19,628
21,404
27,723
1,398
1,418
1,701
2,900
3,737
Retained earnings
13,912
29,867
27,053
30,643
Total
30,625
51,292
52,855
62,215
3,069
4,151
2,842
502
Total Equity
33,694
55,443
55,697
62,717
48,742
78,742
81,698
97,859
7.22
12.10
12.47
14.67
Share premium
Receipts on account of shares, net
Reserve from share-based payment
transactions
NTA per Share (US cents) (1)(2)(3)

Notes:
(1)
For illustrative purposes, the NAV per Share is computed based on the equity attributable to Equity Holders of the
Company divided by our pre-Final Issuance share capital of 423,991,368 Shares.
(2)
Since our Group does not have any intangible assets, the NTA per Share is equal to the NAV per Share.
(3)
The NTA per Share is derived from the information found in the Independent Auditors Report and Audited
Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended
December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to June 30, 2015
as set out in Appendix A of this Offer Document, and has not been audited or reviewed by the Independent Auditors
and Reporting Accountants in accordance with IFRS or any applicable accounting standards.
125
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF

OPERATIONS AND FINANCIAL POSITION
The following managements discussion and analysis of our results of operations and financial
position (the MD&A) is prepared for FY2012, FY2013, FY2014, HY2014 and HY2015. The
MD&A should be read in conjunction with the full text of this Offer Document, including the section
entitled Selected Consolidated Financial Information and the Independent Auditors Report and
Audited Consolidated Financial Statements of The Trendlines Group Ltd. and its Subsidiaries for
the Financial Years Ended December 31, 2014, 2013 and 2012 and for the Interim Financial
Period from January 1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document.
In particular, the accounting treatment of our portfolio companies, Associated Companies and
Non-operating Subsidiaries (as defined herein) are outlined in Note 2 of the Independent
Offer Document.
OVERVIEW
We discover, invest in, incubate and provide services to life sciences companies in the fields of
medical and agricultural technologies, all of which are based in Israel as at the Latest Practicable
Date. We provide a range of services to our portfolio companies during their first years following
our initial investment such as (i) technology support which includes R&D; (ii) business, market and
commercialisation strategy and support; (iii) funding strategy; (iv) financial support and business
development; and (v) marketing communications support. We operate primarily through
Trendlines Agtech and Trendlines Medical, which are government-licensed technology incubators
(the Operating Subsidiaries). We also have our own internal innovation centre, Trendlines
Labs, where we engage in R&D activities to create new technologies, either as principal or in
collaboration with global companies and local companies and partners, to address unmet market
needs. Accordingly, as we are only in the business of operating incubators, we operate in only one
(1) business segment.
Since commencing operations in September 2007, we have established and incubated 60
companies and work to establish between eight (8) to ten (10) new portfolio companies each year.
17 of our portfolio companies (two (2) of which were established prior to September 2007) are now
at the commercialisation stage and are generating revenues. Five (5) of our portfolio companies
have been acquired by or sold their assets to multinational corporations, including four (4)
transactions since August 2013. In addition, two (2) of our portfolio companies, namely FlowSense
and E.T.View, each completed a public listing transaction in 2010 by way of a reverse merger with
a publicly listed company on the TASE. FlowSense Medical Ltd. (together with its wholly owned
subsidiary, FlowSense) was subsequently acquired by a multinational corporation and delisted
from the TASE while E.T.View Medical continues to be listed on the TASE (with E.T.View as its
wholly owned principal operating subsidiary).
As at the Latest Practicable Date, all of our portfolio companies are based in Israel.
References to portfolio companies used in this section shall include for FY2012, FY2013,
FY2014, HY2014 and for HY2015 as defined in this Offer Document.
126

References to Associated Companies used in this section refer to associates as defined in
Appendix A of this Offer Document and which are presented using the equity method. Our
Associated Companies comprised E.T.View Medical and Maryland Israel/Trendlines Fund GP
LLC. in FY2013, FY2014, HY2014 and HY2015.
References to Non-operating Subsidiary(ies) refer to portfolio companies which Trendlines
controlled and the financial results of which were consolidated in our financial statements. The
Non-operating Subsidiaries which were consolidated in our FY2012 financial results comprised
NeuroQuest Ltd. (NeuroQuest), LapSpace Medical Ltd. (LapSpace) and Catalyst Agtech Ltd.
(Catalyst Agtech), while the Non-operating Subsidiary which was consolidated in our FY2013
financial results was Catalyst Agtech. There were no Non-operating Subsidiaries which were
consolidated in our financial results for FY2014, HY2014 and HY2015.
REVIEW OF FINANCIAL POSITION
Non-current assets
Our total assets stood at approximately US$48.7 million as at 31 December 2012. Non-current
assets stood at approximately US$44.2 million and mainly comprised our investments in portfolio
companies of approximately US$43.9 million, which accounted for approximately 90.0% of our
total assets. Investments in our portfolio companies are presented at their respective fair values
while our investments in E.T.View Medical and FlowSense held through our Company were
recorded at their carrying values as follow:
Number of
Portfolio
Companies
Carrying
Amount
(US$000)
Investments in portfolio companies (1)

Investments in companies accounted for under
the equity method
Non-operating Subsidiaries (4)
45
43,855 (2)
2
3
20
Total Portfolio
50
43,875
Fair Value
(US$000)
43,855
958 (3)
2,686
47,499
Notes:
(1)
Includes a portfolio company valued at US$12.2 million as at 31 December 2012. The value was due to significant
commercial progress made by this portfolio company.
(2)
Includes the fair value of our Groups investment in E.T.View Medical, which is held through Trendlines Medical.
(3)
Represent the fair value of the portion of our shareholdings in:
E.T.View Medical, a company listed on TASE, comprising 345,376 shares and 26,493,301 options as at 31
December 2012; and
FlowSense Medical Ltd., a company listed on TASE, comprising 1,512,932 shares as at 31 December 2012.
The fair value of our shareholdings in E.T.View Medical and FlowSense Medical Ltd. are derived from their traded
share prices as quoted on TASE as at the close of trading on 31 December 2012.
(4)
This refers to our investments in NeuroQuest, LapSpace and Catalyst Agtech.
127

Current assets
As at 31 December 2012, current assets stood at approximately US$4.5 million and mainly
comprised cash and cash equivalents, restricted short-term deposits, accounts and other
receivables, short-term investments and short-term loans to portfolio companies. Cash and cash
equivalents was one of the largest components of our current assets and comprised cash on hand
and short-term deposits in banks. Cash and cash equivalents accounted for approximately
US$1.7 million or 37.5% of our total current assets.
Accounts and other receivables amounted to approximately US$1.0 million or 21.3% of our total
current assets. These mainly comprised trade receivables of approximately US$0.8 million which
were non-interest bearing and generally on terms of 90 days.
Short-term investments, restricted short-term deposits, and short-term loans to portfolio
companies bearing an interest rate of 4.0% to 6.0% per annum, in aggregate accounted for
approximately US$1.9 million or 41.2% of our total current assets as at 31 December 2012.
Long-term liabilities
Our total liabilities stood at approximately US$15.0 million as at 31 December 2012. Long-term
liabilities stood at approximately US$12.2 million and mainly comprised net deferred taxes of
approximately US$6.8 million and loans from the Israeli Chief Scientist of approximately US$4.2
million, which accounted for approximately 45.5% and 28.1% of our total liabilities respectively.
Current liabilities
As at 31 December 2012, current liabilities stood at approximately US$2.8 million and mainly
comprised deferred revenues of approximately US$2.2 million which will be recognised from the
provision of services to our portfolio companies over the two (2) years of incubation period.
Equity
Our total equity comprised equity attributable to equity holders of the Company and noncontrolling interests. Equity attributable to equity holders of the Company amounted to
approximately US$30.6 million or 62.8% of our total assets, which comprised share capital, share
premium, reserves from share-based payment transactions in relation to the Old Option Plan and
retained earnings. Non-controlling interests were related to minority shareholders interest in
Trendlines Agtech, Misgav/Karmiel, NeuroQuest, LapSpace and Catalyst Agtech which amounted
to an aggregate of approximately US$3.1 million as at 31 December 2012.
Non-current assets
Our total assets increased by approximately 61.5% from approximately US$48.7 million as at 31
December 2012 to approximately US$78.7 million as at 31 December 2013. This was mainly due
to an increase of US$28.3 million or 64.7% in the value of the investments in portfolio companies
from US$43.9 million as at 31 December 2012 to US$72.2 million as at 31 December 2013.
128

The increase in fair value of our portfolio companies was mainly attributable to the Most Valuable
Portfolio Company whose fair value increased by approximately US$14.6 million, representing
approximately half of the increase in the fair value of all our portfolio companies. The Most
Valuable Portfolio Company made significant commercial progress in FY2013 and had entered
into a non-binding term sheet (MVP Non-Binding Term Sheet) with respect to an arrangement
with a third party strategic partner. The MVP Non-Binding Term Sheet provided a structured exit
which resulted in a significant increase in value of the Most Valuable Portfolio Company. The MVP
Non-Binding Term Sheet also provided an indication of the Most Valuable Portfolio Companys fair
value as perceived by the market, which validated the potential of the Most Valuable Portfolio
Companys product. The fair value of the Most Valuable Portfolio Company was estimated using
a probability-weighted discounted cash flow valuation model conducted by an independent
valuation specialist. The remaining increase in fair value of our portfolio companies was mainly
attributable to:
the increase in fair value of approximately US$10.9 million of 23 other portfolio companies
mainly due to fund raising exercises of these portfolio companies which were completed at
higher valuation and general commercial or technological progress demonstrated in these
portfolio companies;
investments in eight (8) new portfolio companies under the Incubators Programme which
contributed approximately US$5.5 million; and
the deconsolidation of two (2) portfolio companies, namely NeuroQuest and LapSpace, in
which we ceased control during FY2013 (FY2013 Deconsolidation). In accordance with
IFRS 10.25, this led us to re-measure the retained investments of NeuroQuest and LapSpace
at fair value and included these fair value in the investment in portfolio companies, which
resulted in an increase of approximately US$2.6 million in the value of our portfolio as at 31
December 2013.
The above increase was offset by (i) a write-off of eight (8) portfolio companies which resulted in
a decrease in aggregate fair value of approximately US$3.4 million; and (ii) a decrease of
approximately US$1.9 million attributable to the decrease in fair value of seven (7) portfolio
companies mainly due to fund raising exercises of these portfolio companies which were
completed at lower valuation.
The fair value of all the portfolio companies as at 31 December 2013 was approximately US$74.6
million. This consists of our investments in portfolio companies presented in our financial
statements at their fair value of approximately US$72.2 million as well as the fair market value of
E.T.View Medical held through our Company of approximately US$1.0 million compared to its
carrying amount of US$0.1 million, and the fair value of our Non-operating Subsidiary of
approximately US$1.4 million compared to its zero carrying amount.
Number of
Portfolio
Companies
Carrying
Amount
(US$000)

the equity method
Non-operating Subsidiary (4)
44
72,214 (2)
1
1
110
Total Portfolio
46
72,324
129
Fair Value
(US$000)
72,214
1,030 (3)
1,395
74,639

Notes:
(1)
Includes a portfolio company valued at approximately US$26.9 million as at 31 December 2013. The value was due
to significant commercial progress made by this portfolio company.
(2)
(3)
Represents the fair value of the portion of our shareholdings in E.T.View Medical, comprising 1,561,479 shares and
27,199,746 options as at 31 December 2013. The fair value is derived from the traded share price of E.T.View
Medical as quoted on the TASE as at the close of trading on 31 December 2013.
(4)
This refers to our investment in Catalyst Agtech.
Current assets
equivalents was one of the largest components of our current assets and comprised cash on hand
and short-term deposits in banks. Cash and cash equivalents accounted for approximately
US$3.3 million or 56.8% of our total current assets. This represented an increase of approximately
US$1.6 million or 93.6% from our cash and cash equivalents of US$1.7 million as at 31 December
2012 mainly due to the issuance of new Shares and proceeds raised from the sale of our
investment in FlowSense of approximately US$1.3 million.
Accounts and other receivables amounted to approximately US$1.0 million or 18.6% of our total
current assets. These mainly comprised trade receivables of approximately US$0.8 million which
were non-interest bearing and were generally on terms of 90 days.
Short-term investments, restricted short-term deposits and short-term loans to portfolio
companies bearing an interest rate of 4.0% to 6.0% per annum, in aggregate accounted for
approximately US$1.4 million or 24.7% of our total current assets as at 31 December 2013.
Our total liabilities stood at approximately US$23.3 million as at 31 December 2013. Long-term
liabilities stood at approximately US$19.3 million and mainly comprised net deferred taxes of
approximately US$13.0 million and loans from the Israeli Chief Scientist of approximately US$5.0
million, which respectively accounted for approximately 55.9% and 21.3% of our total liabilities.
Net deferred taxes increased by US$6.2 million from US$6.8 million as at 31 December 2012 to
US$13.0 million as at 31 December 2013 mainly due the increase in the fair value of our
investments in the portfolio companies.
Current liabilities
As at 31 December 2013, current liabilities stood at approximately US$4.0 million and mainly
comprised deferred revenues of approximately US$3.1 million recognised from the provision of
services to our portfolio companies over the two (2) years of incubation period. Deferred revenue
increased by approximately US$0.9 million mainly due to the increase in the number of portfolio
companies that our Group invested in under the TIP in FY2013 as compared to FY2012.
130

Equity
As at 31 December 2013, our equity attributable to equity holder of the Company stood at
approximately US$51.3 million, which represented an increase of approximately US$20.7 million
from US$30.6 million as at 31 December 2012. Non-controlling interests, which relates to the
minority shareholders interest in our Subsidiaries and Non-operating Subsidiaries, namely
Trendlines Agtech, Trendlines Medical, Misgav/Karmiel and Catalyst Agtech, amounted to
approximately US$4.2 million as at 31 December 2013.
Non-current assets
Our total assets increased by approximately 3.8% from US$78.7 million as at 31 December 2013
to US$81.7 million as at 31 December 2014. This was mainly due to a net increase of
approximately US$3.4 million in our investments in portfolio companies or 4.7% from
approximately US$72.2 million as at 31 December 2013 to US$75.6 million as at 31 December
2014 as a result of an increase in the fair value of our portfolio companies.
The increase in fair value of our portfolio companies is mainly attributable to the progress made
by the Most Valuable Portfolio Company during FY2014 which contributed approximately US$9.1
million to the increase in the value of our investments in portfolio companies as at 31 December
2014. Following the MVP Non-Binding Term Sheet which was entered into during FY2013, the
Most Valuable Portfolio Company entered into the 2014 Asset Purchase Agreement with the same
third party strategic partner in FY2014 for the acquisition of the Most Valuable Portfolio Companys
developed product for a consideration which included royalties (earn-out payments) and milestone
payments. Our investment in the Most Valuable Portfolio Company represented approximately
48.0% of the aggregate value of all our portfolio companies as at 31 December 2014. The
remaining increase in fair value was mainly attributable to the following:
investments in six (6) new portfolio companies under the TIP which contributed
approximately US$4.1 million to the fair value of our portfolio companies as at 31 December
2014;
an aggregate increase of approximately US$1.7 million in the fair value of four (4) of our
portfolio companies mainly due to (i) the completion of fund raising exercises for two (2)
portfolio companies at a higher valuation; and (ii) general commercial and technological
progress demonstrated in two (2) portfolio companies during FY2014; and
the deconsolidation of a portfolio company, Catalyst Agtech, as a Non-operating Subsidiary

in which we ceased to control due to a reduction in the number of directors that our Group
is entitled to appoint to the board of Catalyst Agtech. In accordance with IFRS 10.25, this led
us to re-measure the retained investments at fair value and included its fair value in the
investments in portfolio companies, which resulted in an increase of approximately US$1.4
million in the value of our portfolio as at 31 December 2014 (Catalyst Agtech
Deconsolidation).
The increase in fair value of our portfolio companies was partially offset by the following:
an aggregate decrease of approximately US$7.0 million in the aggregate fair value of 13 of

our portfolio companies;
131

a write-off in the fair value of eight (8) of our portfolio companies by approximately US$5.1
million; and
a decrease in fair value by approximately US$1.1 million for our investment in Inspiro
Medical Ltd., one of our former portfolio companies, which was sold to OPKO Health Inc.
(OPKO), a company listed on the New York Stock Exchange, for a consideration of
approximately US$4.9 million, comprising mainly approximately US$0.4 million in cash and
US$4.0 million worth of tradable shares of OPKO. In addition, OPKO regard the OCS loans
of approximately US$0.5 million. A total gain of approximately US$3.5 million was recognised
in FY2014.
The fair value of all the portfolio companies as at 31 December 2014 was approximately US$77.5
statements at their fair value of approximately US$75.6 million, as well as the fair market value of
E.T.View Medical held through our Company of approximately US$1.9 million as compared to its
carrying amount of approximately US$0.1 million
Number of
Portfolio
Companies
the equity method
Total Portfolio
Carrying
Amount
(US$000)
41
75,623 (2)
129
42
75,752
Fair Value
(US$000)
75,623
1,871 (3)
77,494
Notes:
(1)
Includes a portfolio company valued at approximately US$36.0 million as at 31 December 2014. The value was due
to significant commercial progress made by this portfolio company.
(2)
(3)
16,278,164 options as at 31 December 2014. The fair value is derived from the traded share price of E.T.View
Medical as quoted on the TASE as at the close of trading on 31 December 2014.
Current assets
equivalents accounted for approximately US$1.5 million representing 35.0% of our total current
assets. This represented a decrease of approximately US$1.7 million or 53.1% from our cash and
cash equivalents of US$3.3 million as at 31 December 2013 mainly due to approximately US$1.5
million of cash expenses incurred in relation to our attempted initial public offering exercise in
Canada.
Accounts and other receivables amounted to approximately US$0.8 million as at 31 December
2014, representing 19.0% as at 31 December 2013, which mainly comprised trade receivables of
approximately US$0.6 million which were non-interest bearing and were generally with a credit
terms of 90 days.
132

Our short-term investments increased from approximately US$0.2 million as at 31 December 2013
to approximately US$1.5 million as at 31 December 2014, representing 35.2% of our total current
assets. The increase was mainly due to a short-term investment in bank deposits made by our
Company in FY2014.
Restricted short-term deposits and short-term loans to portfolio companies bearing an interest
rate of 4.0% to 6.0% per annum, in aggregate accounted for approximately US$0.5 million or
11.0% of our total current assets as at 31 December 2014 as compared to a total of approximately
US$1.2 million as at 31 December 2013. The decrease was mainly due to the write-off of loans
that we have provided to some of the portfolio companies of approximately US$0.5 million.
Our total liabilities stood at approximately at US$26.0 million as at 31 December 2014. Our
long-term liabilities, representing approximately 82.1% of our total liabilities increased by
approximately US$2.0 million or 10.5% from approximately US$19.3 million as at 31 December
2013 to approximately US$21.4 million as at 31 December 2014. This was mainly attributable to
(i) an increase in our net deferred taxes of approximately US$1.1 million or 8.2% from
approximately US$13.0 million as at 31 December 2013 to approximately US$14.1 million as at
31 December 2014 due to unrealised gains recognised for our portfolio of investments; and (ii) the
issuance of convertible debentures and warrants by our Company in FY2014 with a fair value of
approximately US$1.5 million as at 31 December 2014. Please refer to the section entitled Share
Capital of this Offer Document for more details.
Current liabilities
Our current liabilities increased by approximately US$0.6 million or 17.0% from approximately
US$4.0 million as at 31 December 2013 to approximately US$4.6 million as at 31 December 2014
mainly due to an increase of approximately US$0.5 million or 55.5% in our trade and other
payables from approximately US$0.9 million as at 31 December 2013 to S$1.4 million as at 31
December 2014 as a result of an increase in other payables and accrued expenses.
Equity
As at 31 December 2014, our equity attributable to equity holders of the Company stood at
from US$51.3 million as at 31 December 2013. Non-controlling interests decreased by
approximately US$1.3 million from US$4.2 million as at 31 December 2013 to US$2.8 million as
at 31 December 2014 mainly due to the losses in Trendlines Agtech, in which minority
shareholders hold an aggregate shareholding interest of 26.1% as at 31 December 2014.
As at 30 June 2015
Non-current assets
Our total assets increased by approximately 19.8% from US$81.7 million as at 31 December 2014
to US$97.9 million as at 30 June 2015. This was mainly due to a net increase of approximately
US$6.4 million in our investments in portfolio companies or 8.4% from approximately US$75.6
million as at 31 December 2014 to US$82.0 million as at 30 June 2015, and an increase of US$9.3
133

million in cash and cash equivalent from US$1.5 million as at 31 December 2014 to US$10.8
million as at 30 June 2015 as a result of the Pre-IPO Investment which was completed in June
2015.
The increase in value of our investments in portfolio companies in HY2015 was derived from the
following:
the Most Valuable Portfolio Company whose fair value increased by approximately US$3.9
million as a result of a higher valuation ascribed to the royalties on future net sales expected
to be received under the 2014 Asset Purchase Agreement. The fair value of the Most
Valuable Portfolio Company as at 30 June 2015 was estimated using a probability-weighted
discounted cash flow valuation model conducted by an independent valuation specialist;
investments in two (2) new portfolio companies under the TIP which contributed
approximately US$1.2 million to the fair value of our portfolio companies as at 30 June 2015;
and
an aggregate increase of approximately US$4.8 million in the fair value of 11 of our portfolio
companies mainly due to (i) the completion of fund raising exercises for six (6) portfolio
companies at a higher valuation and (ii) general commercial and technological progress
demonstrated in five (5) portfolio companies during HY2015.
The increase in fair value of our portfolio companies was partially offset due to a decrease of
approximately US$3.7 million in the aggregate fair value of 11 of our portfolio companies.
The fair value of all the portfolio companies as at 30 June 2015 was approximately US$84.7
statements at their fair value of approximately US$82.0 million, as well as the fair market value of
E.T.View Medical held through our Company of approximately US$2.7 million as compared to its
carrying amount of approximately US$0.2 million.
Number of
Portfolio
Companies
As at 30 June 2015
Carrying
Amount
(US$000)

the equity method
44
82,000 (2)
195
Total Portfolio
45
82,195
Fair Value
(US$000)
82,000
2,697 (3)
84,697
Notes:
(1)
Includes a portfolio company valued at approximately US$39.9 million as at 30 June 2015.
(2)
(3)
781,361 options as at 30 June 2015. The fair value is derived from the traded share price of E.T.View Medical as
quoted on the TASE as at the close of trading on 30 June 2015.
134

Current assets
As at 30 June 2015, current assets stood at approximately US$15.1 million and mainly comprised
of cash and cash equivalents, restricted short-term deposits, accounts and other receivables,
short-term investments and short-term loans to portfolio companies. Cash and cash equivalents
accounted for approximately US$10.8 million representing 71.8% of our total current assets. This
represented an increase of approximately US$9.3 million from our cash and cash equivalents of
US$1.5 million as at 31 December 2014 mainly due the Pre-IPO Investment which was completed
in HY2015.
Accounts and other receivables amounted to approximately US$0.8 million as at 30 June 2015,
representing approximately 5.0% of our total current assets. As at 30 June 2015 accounts and
other receivables mainly comprised of deferred costs of approximately US$0.4 million incurred in
relation to the Placement and trade receivables of approximately US$0.1 million which were
non-interest bearing and were generally with a credit terms of 90 days.
Our short-term investments which represented 18.6% of our total current assets increased from
approximately US$1.5 million as at 31 December 2014 to approximately US$2.8 million as at 30
June 2015. The increase was mainly due to a classification of our tradable shares in OPKO from
long term investment, to short-term investment, in addition to the increase in value of these
shares.
Restricted short-term deposits, and short-term loans to portfolio companies bearing an interest
rate of 4.0% to 6.0% per annum, in aggregate accounted for approximately US$0.7 million or 4.6%
of our total current assets as at 30 June 2015 as compared to a total of approximately US$0.5
million as at 31 December 2014. The increase was mainly due to an increase in loans provided
to the portfolio companies.
Our total liabilities stood at approximately at US$35.1 million as at 30 June 2015. Our long-term
liabilities, representing approximately 90.1% of our total liabilities increased by approximately
US$10.3 million or 48.2% from approximately US$21.4 million as at 30 June 2015 to
approximately US$31.7 million as at 30 June 2015. This was mainly attributable to (i) an increase
in our net deferred taxes of approximately US$2.0 million or 14.5% from US$14.1 million as at
31 December 2014 to US$16.1 million as at 30 June 2015 mainly due to unrealised gains
recognised for our portfolio of investments; and (ii) the completion of the Pre-IPO Investment by
our Company in HY2015 at a fair value of approximately US$10.3 million as at 30 June 2015.
Please refer to the section entitled Share Capital of this Offer Document for more details.
Current liabilities
Our current liabilities decreased by approximately US$1.2 million or 25.0% from approximately
US$4.6 million as at 31 December 2014 to approximately US$3.5 million as at 30 June 2015
mainly due to a decrease of approximately US$0.6 million or 44.6% in our trade and other
payables as a result of a decrease in other payables and accrued expenses.
135

Equity
As at 30 June 2015, our equity attributable to equity holders of the Company stood at
from US$52.9 million as at 31 December 2014. Non-controlling interests decreased by
approximately US$2.3 million from US$2.8 million as at 31 December 2014 to US$0.5 million as
at 30 June 2015 mainly due to the purchase of shares in the capital of Trendlines Agtech from the
Agtech Minority Shareholders in exchange for the allotment and issuance of new Shares in the
capital of our Company pursuant to the Agtech Minority Shareholders Share Exchange
Agreement. Please refer to the section entitled Restructuring Exercise of this Offer Document for
more details.
RESULTS OF OPERATIONS
Total Income
Our total income is mainly derived from the following items:
Gain from change in fair value of investments in portfolio companies
Our main source of income is derived from gains, net of losses, on investments in our portfolio
companies. Each portfolio company is recognised at fair market value through profit or loss. We
measure our investments in portfolio companies at fair value through profit or loss at each
reporting date and assess them on a quarterly basis. A majority of our portfolio companies are not
traded in an active and liquid market, and accordingly, the fair value will be determined using
valuation techniques, which may include the use of valuation models, deemed to be appropriate
in the circumstances. As part of the valuation process, we may also engage an external
independent valuation specialist to perform a valuation study, on selected portfolio companies
depending on the complexity of the valuation scenario, which is subject to certain circumstances
such as, but are not limited to, the complexity of the equity structure of a portfolio company, the
development stage of a portfolio company and the complexity of the valuation model applied.
Gains or losses resulting from changes in the fair market value of the portfolio companies during
the financial period are recorded in the financial statements as Gain (loss) from change in fair
value of investments in portfolio companies. Realised gains or losses resulting from disposition
of portfolio companies are also included in the above mentioned line item. Gain from change in
fair value of our investments in portfolio companies was approximately US$8.6 million, US$23.5
million, US$1.9 million, US$8.6 million and US$5.7 million, representing approximately 62.7%,
79.1%, 22.0%, 72.8% and 63.1% of our total income in FY2012, FY2013, FY2014, HY2014 and
HY2015 respectively.
Groups share of income/(losses) of companies accounted for under the equity method, net
Our portfolio includes investments in companies that meet the criteria of an associate, in which
we have significant influence over financial and operating policies. Accordingly, our investments
in our associates are accounted for using the equity method of accounting, and our Groups share
of income/(losses) from our associates are presented as a separate line item on our financial
statements. The investments in our associates are initially recognised at cost with the addition of
post-acquisition changes in our Groups share of net assets, including other comprehensive
136

income/(loss) from the associates. Our Groups share of losses of companies accounted for under
the equity method, net was approximately US$0.4 million, US$0.7 million and US$0.1 million in
FY2012, FY2013 and HY2015 respectively.
Income from contracted R&D services
Our own internal innovation centre, Trendlines Labs, enters into collaboration agreements with
various global companies and/or medical institutions. Under such agreements we may earn fees
which are recognised upon the achievement of the various milestones which are defined in the
agreements. Income from contracted R&D services was approximately US$1.2 million, US$1.6
million, US$1.4 million, US$0.8 million and US$0.2 million in FY2012, FY2013, FY2014, HY2014
and HY2015 respectively, representing approximately 9.0%, 5.5%, 15.9%, 6.4% and 2.2% of our
total income in FY2012, FY2013, FY2014, HY2014 and HY2015 respectively.
Income from services to portfolio companies
We provide a variety of services to support our portfolio companies, in the area of technology
support, business, market and commercialisation strategy support, funding strategy, financial
support and business development and marketing communication support. Our compensation is
included in income from services to portfolio companies. During the incubation period, which is
the first two (2) years of the portfolio company, we record revenues, capped by OCS regulations,
from rendering such services which are recorded as income from services to portfolio companies
in the financial statements. In accordance with the OCS regulations, portfolio companies will
normally pay us an average of US$2,000 per month. In addition, our Company recognises
deferred income in respect of the benefits received from the OCS, which is recorded as income
over the two (2) years incubation period of the portfolio company. Under the old Directive 8.3, the
compensation received through benefits from the OCS was computed as the difference between
the amount of the loans received from the OCS and their fair value, recorded as income over the
two (2) years incubation period of the portfolio company for which the loan was received. The new
Directive 8.3, effective January 2011, changed the characterisation of funding from grant of loans
to the incubators for investments to direct grants by the OCS to the portfolio companies. Under the
new regulations, the benefit is computed as the difference between the fair value of the portfolio
company and the amount invested by us, at the time of the investment. This benefit is recognised
as income in the consolidated financial statements over the two (2) years in which the relevant
portfolio company is expected to remain in the incubator. This income is principally dependent on
the number of new investments by our Group per year and is recognised in the same month when
the new investment is made. Income from services to portfolio companies was approximately
US$4.0 million, US$3.6 million, US$4.4 million, US$2.3 million and US$2.2 million in FY2012,
FY2013, FY2014, HY2014 and HY2015 respectively, representing approximately 29.2%, 12.1%,
51.8%, 19.4% and 24.7% of our total income for FY2012, FY2013, FY2014, HY2014 and HY2015
respectively.
Financial income
Our financial income primarily consists of the change in the fair value of our shares in OPKO which
are held in escrow until April 2016. The change in the market capitalisation of OPKO will affect the
fair value of our shares in OPKO. Financial income was US$33,000, US$0.2 million, US$0.2
million, US$1,000 and US$0.7 million in FY2012, FY2013, FY2014, HY2014 and HY2015
respectively.
137

Other Income
Other income refers to management fees generated from a management agreement (Fund
Management Agreement) entered into with Maryland GP in December 2010. Pursuant to the
Fund Management Agreement, we are entitled to receive 2.0% annual management fees of the
committed capital of M/ITF. In addition, we own 50.0% of Maryland GP, which is the general
partner of M/ITF and is entitled to receive 20.0% of the profits of M/ITF, after distributions of the
committed capital back to the limited partners. As at the Latest Practicable Date, M/ITF has not
yet made distributions, and such potential income is not reflected in the financial statements. In
addition, other income includes service fees received from our associates, mainly in relation to the
provision of administrative services by our Group. Other income amounted to approximately
US$0.3 million, US$0.3 million, US$0.7 million, US$0.2 million and US$0.3 million in FY2012,
FY2013, FY2014, HY2014 and HY2015 respectively, representing approximately 1.9%, 0.9%,
8.4%, 1.3% and 3.6% of our total income for FY2012, FY2014, FY2014, HY2014 and HY2015
respectively.
Our total income is mainly dependent on the following factors:
the number and fair value of our portfolio companies;
technological and business development progress of our portfolio companies;
number of exits of portfolio companies;
number of collaboration agreements signed by our own internal innovation centre, Trendlines
Labs;
market value of traded shares held in escrow;
continued ability to identify and invest in new technologies and companies so as to grow the
number of portfolio companies;
ability to compete effectively with other competitors including local and foreign companies;
ability to maintain the relevant licences, registrations, permits, approvals and/or exemptions
necessary for our business, in particular those from OCS; and
changes in the fair value of our short and long term investments.
Please refer also to the section entitled Risk Factors of this Offer Document for the other factors
which may affect our revenue.
Expenses
Our expenses typically comprise (i) operating, general and administrative expenses; (ii) marketing
expenses; (iii) R&D expenses, net; and (iv) financial expenses. Our total expenses amounted to
approximately US$5.2 million, US$6.8 million, US$11.4 million, US$4.7 million and US$3.7
million, and which accounted for 37.5%, 22.9%, 133.4%, 39.9% and 40.8% of our Groups total
income for FY2012, FY2013, FY2014, HY2014 and HY2015 respectively.
138

Operating, general and administrative expenses
Our operating, general and administrative expenses consist primarily of the following:
(i)
salaries and related expenses (including share-based payment) paid to executive, finance
and operations personnel of our Group;
(ii)
professional fees to consultants hired from time to time to assist us in matters that require
special expertise, our accountants and legal advisors;
(iii) rent and maintenance paid for our premises;

(iv) communications and office expenses;
(v)
expenditures incurred in relation to overseas travel;
(vi) vehicle maintenance; and

(vii) other general and miscellaneous corporate expenses.
Operating, general and administrative expenses were approximately US$3.9 million, US$4.7
million, US$9.1 million, US$3.1 million and US$3.2 million, accounting for approximately 76.5%,
68.8%, 79.6%, 66.2% and 86.0% of our Groups total expenses in FY2012, FY2013, FY2014,
HY2014 and HY2015 respectively.
A breakdown of our Groups operating, general and administrative expenses for the Period Under
Review is set out in the table below:
FY2012
FY2013
FY2014
HY2014
HY2015
US$000
US$000
US$000
US$000
US$000
2,313
58.6
2,410
51.5
5,196
57.2
2,164
69.7
2,154
68.3
Professional services
104
2.6
94
2.0
30
0.3
25
0.8
53
1.7
Rent and maintenance
369
9.4
688
14.7
469
5.2
134
4.3
202
6.4
1,540
17.0
Consulting (including
share-based payment)
240
6.1
393
8.4
352
3.9
200
6.4
288
9.1
Communications and
offices
228
5.8
245
5.2
289
3.2
154
5.0
98
3.1
Vehicle maintenance
197
5.0
204
4.4
222
2.4
112
3.6
108
3.4
Travel abroad
181
4.6
203
4.3
248
2.7
133
4.3
19
0.6
21
0.5
26
0.6
120
1.3
53
1.7
53
1.7
293
7.4
416
8.9
619
6.8
129
4.2
177
5.7
3,946
100.0
4,679
100.0
9,085
100.0
3,104
100.0
3,152
100.0
Salaries and related

expenses (including
Aborted IPO costs
Depreciation
Miscellaneous
Total
139

Marketing expenses
Our marketing expenses consist primarily of fees paid to marketing consultants, costs of
promotional material and the costs of conducting trade shows.
Marketing expenses were approximately US$0.1 million, US$0.3 million, US$0.3 million, US$0.2
million and US$0.1 million, accounting for approximately 2.7%, 4.6%, 2.8%, 4.2% and 4.1% of our
Groups total expenses in FY2012, FY2013, FY2014, HY2014 and HY2015 respectively.
R&D expenses, net
R&D expenses are related to our Trendlines Labs business unit which consist primarily of salaries
and related costs to our R&D personnel, fees paid to consultants, experts and/or subcontractors,
and cost of materials. All of our R&D costs are expensed as incurred.
R&D expenses were approximately US$0.9 million, US$1.2 million, US$1.1 million, US$0.6 million
and US$0.3 million, accounting for approximately 16.8%, 18.3%, 9.3%, 12.2% and 7.7% of our
Groups total expenses in FY2012, FY2013, FY2014, HY2014 and HY2015 respectively.
Financial expenses
Our financial expenses consist primarily of interest accrued on loans from the OCS and the
change in fair value of these loans. These loans are non-recourse loans, attributable to specific
portfolio companies, which are denominated in NIS and bear a government interest rate that is
linked to the Israeli Consumer Price Index and are presented in fair value. The list of our portfolio
companies which have taken up these loans are detailed in the section entitled Capitalisation and
Indebtedness of this Offer Document. An increase or a decrease in the fair value of the related
portfolio company will result in a corresponding increase or decrease in the fair value of the loan
attached to it, and this net increase in fair value of the loan will be presented as a financial
expense. Exchange rate differences will also affect the financial expenses/income from the loans
in which a weaker US Dollar will increase the loan value and the increase will be presented as a
financial expense. On the other hand, a stronger US Dollar will decrease the loan value and the
decrease will be presented as a financial income.
Other financial expenses also include commissions paid to our banks and foreign currency
exchange differences.
Financial expenses were approximately US$0.2 million, US$0.6 million, US$0.9 million, US$0.8
million and US$0.1 million, accounting for approximately 4.0%, 8.2%, 8.2%, 17.3% and 2.2% of
our Groups total expenses in FY2012, FY2013, FY2014, HY2014 and HY2015 respectively.
Our expenses are mainly dependent on the following factors:
changes in our employees remuneration due to factors such as variable components of the
remuneration, employees hired and staff headcount;
change in the fair value of the OCS loans related to some portfolio companies; and
changes in the Israeli tax rates.
140

Income taxes
From 2014, Israeli companies are subject to corporate tax at the rate of 26.5% of their taxable
income as compared to a tax rate of 25.0% during 2013 and 2012. As at 31 December 2014, we
had carry forward operating tax losses of approximately US$11.7 million. There is no expiration
date for the utilisation of the carry forward losses. Deferred tax assets of approximately US$1.7
million relating to these losses were recognised in the financial statements. Deferred tax assets
relating to carry forward operating losses of approximately US$8.1 million were not recognised
because their utilisation in the foreseeable future is not probable.
REVIEW OF PAST PERFORMANCE
FY2013 compared to FY2012
Income
Total income increased by approximately US$15.9 million or 115.8% from US$13.8 million in
FY2012 to US$29.7 million in FY2013. The increase in total income was primarily due to gain from
the change in fair value of investments in our portfolio companies. Such gain amounted to
approximately US$23.5 million in FY2013 as compared to gain of approximately US$8.6 million in
FY2012, which represented an increase of approximately US$14.9 million. The increase in gain
from the change in fair value of investments in our portfolio companies was mainly due to (i) the
increase in gain from fair value of approximately US$6.9 million due to significant commercial
progress made by the Most Valuable Portfolio Company which had also entered into the MVP
Non-Binding Term Sheet; (ii) the gain of approximately US$10.7 million attributable to the increase
in value of our other portfolio companies; and (iii) the aggregate amount of approximately US$3.1
million of our investments in NeuroQuest and LapSpace which were presented as fair value as at
31 December 2013 pursuant to the FY2013 Deconsolidation. The gain was offset by (i) a decrease
in fair value of approximately US$3.5 million in some of our portfolio investments as a result of a
write-off; and (ii) a decrease in fair value of approximately US$1.9 million in some of our portfolio
companies due to a decrease in fair value as a result of the completion of fund raising exercises
for these portfolio companies at lower valuation.
Groups share of losses of companies accounted for under the equity method, net
Our Groups share of losses of companies accounted for under the equity method, net amounted
to a loss of approximately US$0.7 million in FY2013 as compared to a loss of approximately
US$0.4 million in FY2012 which represented an increase of approximately US$0.3 million of
equity losses recorded for our associates.
Gain from disposal of investment accounted for under the equity method
Our Company had three (3) associates in FY2012, namely E.T.View Medical, Maryland GP and
FlowSense Medical Ltd.. FlowSense Medical Ltd. was sold during FY2013 and the total gain from
the sale of FlowSense Medical Ltd. of approximately US$1.3 million was recorded for FY2013.
141

Income from services to portfolio companies amounted to approximately US$3.6 million in FY2013
as compared to approximately US$4.0 million in FY2012, which represented a decrease of
approximately US$0.4 million. Income from services to portfolio companies comprised
approximately US$0.4 million received as overhead reimbursement, and approximately US$3.2
million which is the value of the OCS benefits that our Group received. The decrease was due to
(i) a relatively lower number of new companies added to our portfolio at the end of FY2012; and
(ii) several portfolio companies which were only added to the portfolio in towards the end of
FY2013. Our Group will typically only recognise such income from the second year of incubation
of the portfolio companies.
Income from contracted R&D services in FY2013 reached approximately US$1.6 million as
compared to approximately US$1.2 million for FY2012 which represented an increase of
approximately US$0.4 million. This is reflective of the increase in R&D services pursuant to a new
collaboration agreement entered into in FY2013 by our Company for Trendlines Labs.
Finance income
Finance income was approximately US$0.2 million in FY2013 as compared to US$33,000 in
FY2012. This increase in finance income was due to exchange rate differences.
Expenses
Operating, general and administrative expenses amounted to approximately US$4.7 million in
FY2013 as compared to US$3.9 million in FY2012, which represented an increase of
approximately US$0.7 million. This was mainly due to an increase of (i) approximately US$0.3
million attributable to the lease of new office space which was recorded as rent and maintenance
expenses; and (ii) approximately US$0.2 million attributable to an increase in consulting services
engaged by our Company.
Marketing expenses
Marketing expenses in FY2013 amounted to approximately US$0.3 million as compared to
US$0.1 million in FY2012, which represented an increase of approximately US$0.2 million. The
increase was attributable to increased investor relations activities, publications and related
marketing material.
R&D expenses, net
Our net R&D expenses increased by approximately US$0.4 million from US$0.9 million in FY2012
to US$1.2 million in FY2013. The increase was due to expenses of approximately US$0.3 million
incurred in relation to our Non-operating Subsidiary, Catalyst Agtech, in FY2013 as compared to
approximately US$0.2 million in FY2012. The increase was also due to the expenses incurred for
subcontractors and materials in relation to the expansion of R&D activities carried out by
Trendlines Labs.
142

Financial expenses
Financial expenses were approximately US$0.6 million for FY2013 as compared to approximately
US$0.2 million for FY2012. The increase of approximately US$0.4 million was due mainly to an
increase in financial expenses and exchange rate difference on loans from the OCS.
Income taxes
Income taxes recorded for FY2013 were approximately US$6.2 million as compared to US$2.6
million recorded for FY2012 which represented an increase of approximately US$3.5 million. The
increase was mainly due to an increase in income before taxes for FY2013 as compared to
FY2012, and from adjustments of deferred tax balances following the changes in Israeli tax rates.
FY2014 compared to FY2013
Income
Total income decreased by approximately US$21.1 million or 71.2% from US$29.7 million in
FY2013 to US$8.6 million in FY2014. This was primarily due to a decrease in the gain from change
in fair value of investments in portfolio companies, evaluated at fair market value through profit
and loss. Such gain amounted to approximately US$1.9 million in FY2014 as compared to gain of
approximately US$23.5 million in FY2013 which represented a decrease of US$21.6 million. The
gain from change in fair value of investments in portfolio companies in FY2014 was mainly due to
(i) a gain of approximately US$9.1 million attributable to the Most Valuable Portfolio Company
which made significant commercial progress and had entered into the 2014 Asset Purchase
Agreement with the third party strategic investor; (ii) a gain of approximately US$3.3 million
attributable to the increase in value of our investment in Inspiro, which entered into an agreement
with OPKO in relation to an exit transaction and pursuant to which Inspiro was acquired by OPKO
in April 2014; (iii) an aggregate gain in fair value of approximately US$1.6 million for some portfolio
companies; and (iv) an increase of approximately US$1.1 million for our investment in Catalyst
Agtech which was presented in fair value as at 31 December 2014 pursuant to the Catalyst Agtech
Deconsolidation. The gain was partially offset by (i) a decrease of approximately US$7.6 million
in the fair market value of various portfolio companies; and (ii) a decrease of approximately
US$5.3 million due to write-offs in some other portfolio companies.
In FY2014, our Group did not record any share of losses of companies accounted for under equity
method, net.
Gain from disposal of investment accounted for under the equity method
In FY2014, our Group did not record any gain from disposal of investment accounted for under the
equity method.
143

Income from services to portfolio companies amounted to approximately US$4.4 million in FY2014
as compared to US$3.6 million in FY2013 which represented an increase of approximately US$0.8
million or 23.1%. Income from services to portfolio companies comprised approximately US$0.4
million received as overhead reimbursement from our portfolio companies and approximately
US$4.0 million value of benefits received from the OCS. The increase in benefits received from
the OCS resulted from a relatively higher number of new companies that were added to our
portfolio towards the end of FY2013.
Income from contracted R&D services in FY2014 was approximately US$1.4 million as compared
to US$1.6 million in FY2013 which represented a decrease of approximately US$0.2 million or
15.9%. The decrease was due to termination of a collaboration agreement in relation to R&D
services from Trendlines Labs.
Finance income
There was a negligible decrease in finance income in FY2014 due to exchange rate differences
which was partially offset by a gain from a long term deposit.
Expenses
Operating, general and administrative expenses increased by approximately US$4.4 million or
94.2% from US$4.7 million in FY2013 to approximately US$9.1 million in FY2014. The increase
was mainly attributable to (i) share-based payments which amounted to approximately US$2.0
million as a result of two (2) rounds of grant of employee share options in FY2014; (ii) costs
incurred in relation to our attempted initial public offering exercise in Canada which amounted to
approximately US$1.5 million; and (iii) the write-off of approximately US$0.3 million of certain
short-term loans extended to our portfolio companies.
Marketing expenses
Marketing expenses in FY2014 amounted to approximately US$0.3 million which was negligibly
different from the marketing expenses incurred in FY2013.
R&D expenses, net
Our net R&D expenses decreased by approximately US$0.2 million or 14.4% from approximately
US$1.2 million in FY2013 to approximately US$1.0 million in FY2014 as our Group did not
consolidate such expenses from Catalyst Agtech following its deconsolidation.
144

Financial expenses
Financial expenses increased by approximately US$0.4 million or 67.5% from US$0.5 million in
FY2013 to approximately US$0.9 million in FY2014. The increase was due mainly to an increase
in interest expenses and exchange rate difference. In addition, financial expenses amounting to
approximately US$0.3 million was paid in FY2014 in relation to interest incurred due to the change
in the fair value of the debentures which was not incurred in FY2013.
Income taxes
Income taxes decreased by approximately US$4.8 million or 78.1% from approximately US$6.2
million in FY2013 to approximately US$1.4 million in FY2014. The decrease was mainly due to a
decrease in our Groups taxable income for FY2014 as compared to FY2013.
HY2015 compared to HY2014
Income
Total income decreased by approximately US$2.8 million or 23.5% from US$11.8 million in
HY2014 to US$9.0 million in HY2015. This was primarily due to a decrease in the gain from
change in fair value of our investments in portfolio companies, evaluated at fair market value
through profit and loss. Such gain amounted to approximately US$5.7 million in HY2015 as
compared to gain of approximately US$8.6 million in HY2014 which represented a decrease of
US$2.9 million. The gain from change in fair value of investments in portfolio companies in
HY2015 was mainly due to (i) a gain of approximately US$3.9 million attributable to the Most
Valuable Portfolio Company which recorded an increase in fair value during HY2015 based on a
fair market valuation conducted by an external valuation specialist, in addition to dividends of
approximately US$0.7 million which the Most Valuable Portfolio Company had distributed to our
Company in HY2015; and (ii) an aggregate increase in fair value of approximately US$4.7 million
attributed to certain of our portfolio companies. The gain was partially offset by a decrease of
approximately US$3.7 million in the fair market value of various other portfolio companies.
Income from services to our portfolio companies amounted to approximately US$2.2 million in
HY2015 as compared to US$2.3 million in HY2014, which represented a decrease of
approximately US$0.1 million or 2.5%. Income from services to our portfolio companies in HY2015
comprised approximately US$0.1 million received as overhead reimbursement from portfolio
companies and benefits received from the OCS amounting to approximately US$2.1 million in
value.
Income from contracted R&D services in HY2015 was approximately US$0.2 million as compared
to US$0.8 million in HY2014 which represented a decrease of approximately US$0.6 million or
74.2%. The decrease was due to a lower number of purchase orders signed as part of the
collaboration agreement.
145

Finance income
Financial income in HY2015 amounted to approximately US$0.7 million which was mainly
attributable to the increase in market value of the shares in OPKO held by our Company.
Expenses
Operating, general and administrative expenses increased by approximately US$0.1 million or
1.5% from US$3.1 million in HY2014 to approximately US$3.2 million in HY2015. The increase
was mainly attributable to a greater amount of consulting services engaged by our Company in
HY2015 as compared to HY2014.
Marketing expenses
Marketing expenses in HY2015 amounted to approximately US$0.1 million which was negligibly
different from the expenses incurred in HY2014.
In HY2015, our Group recorded Groups share of losses of companies accounted for under equity
method in the amount of US$0.1 million.
R&D expenses, net
Our net R&D expenses decreased by approximately US$0.3 million or 50.4% from approximately
US$0.6 million in HY2014 to approximately US$0.3 million in HY2015. This was mainly attributed
to the decrease in R&D services provided by our Group, which resulted in lower expenses incurred
for subcontractors and materials during HY2015.
Financial expenses
Financial expenses decreased by approximately US$0.7 million or 90.0% from US$0.8 million in
HY2014 to approximately US$0.1 million in HY2015. This was mainly attributable to expenses of
US$0.5 million incurred in HY2015 in relation to the issuance of debentures, which was partially
offset by (i) a revaluation income of approximately US$0.2 million; and (ii) income recognised on
loans from the OCS of approximately US$0.2 million in HY2015 as compared to expenses of
US$0.4 million recognised in HY2014.
Income taxes
Income taxes decreased by approximately US$0.4 million or 16.1% from approximately US$2.4
million in HY2014 to approximately US$2.0 million in HY2015. This was mainly due to a decrease
in our Groups taxable income for HY2015 as compared to HY2014.
LIQUIDITY AND CAPITAL RESOURCES
Our ongoing operations and investing activities have been funded through a combination of
internal and external sources. Internal sources of funds include proceeds from realisations of
investments, income from services rendered to portfolio companies, income from fees paid to us
146

for R&D activities that we rendered, and management fees relating to management of a venture
capital fund. In addition, as external sources of funds, we are entitled to incubator-operational
loans from the OCS through Trendlines Agtech, and we perform capital raising activities and
complete equity financings. However, there is no assurance that funding through these avenues
will be available to us as and when needed. Our principal use of cash has been to finance our
investments in our portfolio companies and our services that we are providing to our portfolio
companies, and for general working capital.
The following table sets out a summary of our Groups cash flow for FY2012 to HY2015:
(US$000)
Net cash used in operating activities
FY2012
(5,313)
Audited
FY2013
FY2014
(4,044)
(7,005)
HY2015
(1,980)
Net cash provided by (used in)

investing activities
1,236
725
1,484
Net cash provided by financing

activities
5,357
4,901
3,785
11,380
Increase (decrease) in cash and cash

equivalents
1,280
1,582
(1,736)
9,307
410
1,690
3,272
1,536
1,690
3,272
1,536
10,843
Cash and cash equivalents at the

beginning of the period
Cash and cash equivalents at the
end of the period
(93)
FY2012
In FY2012, we recorded net cash used in operating activities of approximately US$5.3 million
which was a result of a net income of US$6.0 million and adjustments for non-cash items such as
(i) gains from changes in fair value of investments in portfolio companies of US$8.6 million; (ii)
investments in portfolio companies of US$3.1 million; (iii) income from services to portfolio
companies of US$3.4 million; and (iv) working capital outflows of US$0.5 million. Our working
capital outflows were due to the following:
(i)
an increase in short-term loans to portfolio companies of approximately US$0.2 million;
(ii)
an increase in accounts and other receivables of approximately US$0.4 million; and
(iii) a decrease in trade and other payables of US$36,000.

Net cash provided by investing activities in FY2012 amounted to approximately US$1.2 million
mainly due to a net purchase of bank deposits and short-term investments of approximately
US$1.4 million and a withdrawal from restricted deposits of approximately US$0.5 million. This
was offset by the purchase of property, plant and equipment of approximately US$0.2 million and
purchase of shares of our investment in E.T.View Medical, which is accounted for under the equity
method, of approximately US$0.4 million.
147

Net cash provided by financing activities in FY2012 amounted to approximately US$5.4 million
due to (i) net issuance of shares of approximately US$2.1 million; (ii) loans from the OCS of
approximately US$2.5 million; (iii) loans from others of US$0.4 million; and (iv) the issuance and
sales of shares to non-controlling interests of approximately US$0.2 million and approximately
US$0.1 million respectively.
As a result of the above, there was a net increase of approximately US$1.3 million in our cash and
cash equivalents, from approximately US$0.4 million as at 31 December 2011 to approximately
US$1.7 million as at 31 December 2012.
FY2013
which was a result of a net income of US$16.7 million and adjustments for non-cash items such
as (i) gains from changes in fair value of investments in portfolio companies of approximately
US$23.5 million; (ii) investments in portfolio companies of approximately US$1.2 million; (iii)
income from services to portfolio companies of approximately US$3.2 million; and (iv) gain from
disposal of investment accounted for under the equity method of approximately US$1.3 million.
This was partially offset by net working capital inflows mainly due to an increase trade and other
payables of approximately US$0.3 million, which was offset by an increase in short-term loans to
portfolio companies and accounts and other receivables of approximately US$0.1 million each.
due to (i) proceeds from sale of our investment in FlowSense, which was accounted for under the
equity method, of approximately US$1.3 million; (ii) net purchase of bank deposits and short-term
investments of approximately US$0.4 million; and (iii) a withdrawal from restricted deposits of
approximately US$0.2 million. This was offset by the purchase of property, plant and equipment
of approximately US$0.4 million and purchase of shares of our investment in E.T.View Medical,
which is accounted for under the equity method, of approximately US$0.8 million.
due to (i) net issuance of shares of approximately US$4.3 million; (ii) loans from the OCS of
approximately US$0.4 million; and (iii) issuance of shares to non-controlling interests of
approximately US$0.2 million.
US$3.3 million as at 31 December 2013.
FY2014
which was a result of a net loss of approximately US$4.2 million and adjustments for non-cash
items such as (i) gains from changes in fair value of investments in portfolio companies of
approximately US$1.9 million; (ii) investments in portfolio companies of approximately US$1.8
million; and (iii) income from services to portfolio companies of approximately US$4.0 million. This
was partially offset by net working capital inflows of approximately US$0.2 million mainly due to
a decrease in short-term loans to portfolio companies of approximately US$0.3 million and
accounts and other receivables of approximately US$56,000, which was offset by a decrease in
trade and other payables of approximately US$0.2 million.
148

due to proceeds from sale of short-term investments of approximately US$2.6 million as a result
of the sale of our shares in OPKO, other than the shares held in escrow, and a withdrawal from
restricted deposits of approximately US$0.2 million. This was offset by the purchase of property,
plant and equipment of US$43,000 and proceeds from bank deposits and net short-term
investments of approximately US$1.3 million.
was mainly due to the issuance of convertible debentures of approximately US$2.1 million, net
receipts on account of shares of approximately US$1.4 million and loans from the OCS of
approximately US$0.2 million.
As a result of the above, there was a net decrease of approximately US$1.7 million in our cash
and cash equivalents, from approximately US$3.3 million as at 31 December 2013 to
approximately US$1.5 million as at 31 December 2014.
HY2015
In HY2015, we recorded net cash used in operating activities of approximately US$2.0 million
which was a result of a net income of US$3.4 million and adjustments for non-cash items such as
(i) gains from changes in fair value of investments in portfolio companies of approximately US$5.7
million; (ii) investments in portfolio companies of approximately US$0.3 million; and (iii) income
from services to portfolio companies of approximately US$2.1 million; and (iv) net working capital
outflows of approximately US$0.2 million which was mainly due to a decrease in accounts and
other receivables of approximately US$0.4 million which was offset by a decrease in trade and
other payables of approximately US$0.6 million.
Net cash used in investing activities amounted to approximately US$0.1 million which was mainly
due to the purchase of shares for our investment in E.T.View Medical, which is accounted for
under the equity method, of approximately US$0.2 million and a withdrawal from restricted
deposits of approximately US$0.2 million. This was offset by a purchase of bank deposits and
short term investments of approximately US$0.3 million.
Net cash provided by financing activities amounted to approximately US$11.4 million which was
mainly due to the issuance of redeemable convertible loans pursuant to the Pre-IPO Investment
of an approximately net amount after issuance expenses of approximately US$9.7 million as well
as the net issuance of approximately US$2.1 million worth of shares.
US$10.8 million as at 30 June 2015.
CAPITAL EXPENDITURE AND DIVESTMENTS
The capital expenditure incurred by our Group was immaterial, amounting to approximately less
than US$0.4 million for each of FY2012, FY2013, FY2014, HY2015 and for the period from 1 July
2015 up to the Latest Practicable Date respectively and there was no divestment made during the
Period Under Review. The capital expenditure was primarily financed by internally generated cash
resources.
149

FOREIGN EXCHANGE MANAGEMENT
Accounting Treatment of Foreign Currencies
Our Groups functional currency is the US Dollar, which is the currency of the primary economic
environment in which we operate. Our Groups performance and liquidity are evaluated and
managed in US Dollar. Therefore, the US Dollar is considered as the currency that most faithfully
represents the economic effects of the underlying transactions, events and conditions. Our
Groups presentation currency is also the US Dollar.
Transactions during the financial period, including purchases and sales of securities, income and
expenses, are translated at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency rate of exchange ruling as at the reporting date. Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rates as at the
date of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are converted using the exchange rates at the date when the fair value was determined.
Foreign Exchange Exposure
Our Group has identified the following foreign exchange exposures:
Our Groups main transaction exposures are the salary and salary related expenses, and
taxes and duties which are accounted in NIS. Any adverse fluctuations in the exchange rate
between the US$ and the NIS will have an adverse effect on our earnings; and
Our convertible debentures are nominated in CAD$. Any adverse fluctuations in the
exchange rate between the US$ and the CAD$ may affect the balance of this liability. As at
30 June 2015, the balance of the debentures was CAD$390,201.
Our Singapore redeemable convertible loans pursuant to the Pre-IPO Investment are
denominated in S$. Any adverse fluctuations in the exchange rate between the US$ and the S$
may affect the balance of this liability. As at 30 June 2015, the balance of such redeemable
convertible loans was S$13.7 million.
The estimated percentage of our income and expenses denominated in various currencies for
Period Under Review were as follows:
FY2012
(%)
FY2013
(%)
FY2014
(%)
HY2015
(%)
US$
95.3
98.6
93.6
90.7
NIS
4.7
1.4
6.4
9.3
100.0
100.0
100.0
100.0
Percentage of income denominated in
150

Percentage of expenses denominated in

US$
NIS
Others (1)
FY2012
(%)
FY2013
(%)
FY2014
(%)
HY2015
(%)
34.9
65.1
37.1
62.9
41.3
41.4
17.3
35.0
58.0
7.0
100.0
100.0
100.0
100.0
Note:
(1) Others comprised CAD$ and S$.
Our net foreign exchange exposures for the Period Under Review were as follows:
(US$000)
Financial expenses
Exchange rate differences, net
Financial income
Exchange rate differences, net
As a percentage of income (loss) before
income taxes (%)
As a percentage of our total income (%)
FY2012
FY2013
FY2014
HY2015
52
239
21
184
0.4
0.6
0.6
0.8
2.8
(8.4)
0.2
0.4
We currently do not have a formal foreign currency hedging policy with respect to any possible
foreign exchange exposure. We will continue to monitor any foreign exchange exposure in the
future and will consider formalising a hedging policy to manage the foreign exchange exposure
should the need arise.
SEASONALITY
Due to the nature of our business, we have not observed any significant seasonal trends within
each of the Period Under Review.
INFLATION OR DEFLATION
Our financial performance for the Period Under Review was not materially affected by inflation or
deflation.
CRITICAL ACCOUNTING ESTIMATES
The discussion and analysis of our financial condition and results of operations is based upon our
consolidated financial statements which have been prepared in accordance with IFRS as issued
by the International Accounting Standards Board (the IASB). Our significant accounting policies
are described in Note 2 of the Independent Auditors Report and Audited Consolidated Financial
Statements of the Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended
December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to
June 30, 2015 as set out in Appendix A of this Offer Document.
151

The preparation of our Groups audited financial statements requires management to make
judgements, estimates and assumptions and periodically evaluate them based upon information
available at the time the financial statements are prepared, historical experience and various other
factors that are believed to be reasonable under the circumstances. These estimates, judgements
and assumptions can affect the reported amounts of assets and liabilities as of the date of the
audited financial statements, as well as reported amounts of income and expenses during the
financial periods reported.
Critical accounting policies are those that are most important to the portrayal of our Groups
financial condition and results of operations and require managements subjective or complex
judgements, resulting in the need for management to make estimates about the effect of matters
that are inherently uncertain. If actual performance should differ from historical experience or if the
underlying assumptions were to change, our Groups financial condition and results of operations
may be materially impacted.
While our significant accounting policies are more fully described in Note 2 of the Independent
Auditors Report and Audited Consolidated Financial Statements of the Trendlines Group Ltd. and
Offer Document, we believe that the following accounting policies are the most critical for fully
understanding and evaluating our Groups financial condition and results of operations:
Fair value of investment in portfolio companies not quoted in active market
The valuation of privately-held investments in portfolio companies requires management to
assess the current financial status and prospects of the portfolio companies based upon
potentially incomplete or unaudited financial information provided by the investee company, on
managements general knowledge of the portfolio companies activities, and on any political,
economic or other events that may impact upon the portfolio companies specifically, and to
attempt to quantify the impact of such events on the fair value of the investment. In addition to any
events or circumstances that may affect the fair value of a particular portfolio company,
management can consider general market conditions that may affect the fair value of either a
particular portfolio company or a group or segment of portfolio companies.
Within Level 3 of the financial instruments hierarchy, the valuation of our Companys privately-held
portfolio companies and other investment instruments such as loans to investees and warrants
that are not quoted on an exchange, involve key assumptions including the value at which a recent
financing was done by the investee, significant investee-specific circumstances and significant
changes in general market conditions. Changes in the fair value of our portfolio companies for
company-specific reasons have tended to be infrequent and depended on the specific company
facts and circumstances in its development stage. Changes as a result of general market
conditions may be more frequent from period to period during times of significant volatility.
However, given the size of our private investment portfolio, such changes may have a significant
impact on our financial condition or results of operations.
For those investments valued based on general market conditions and specific company
information, the inputs used can be highly judgemental. For illustration purposes, a 10% increase
or decrease in the change on the fair value of these investments will result in a corresponding
increase or decrease US$8.2 million change to the total fair value of the investments as at 30 June
2015. For illustration purpose, the change would have been an increase or decrease of US$7.6
152

million as at 31 December 2014. While this illustrates the overall effect of changing the values of
the unobservable inputs by a set percentage, the significance of the impact and the range of
reasonably possible alternative assumptions may differ significantly between investments, given
their different terms and circumstances.
The sensitivity analysis is purely for illustration purposes and is intended to reflect the uncertainty
inherent in the valuation of these investments under current market conditions, and its results
cannot be extrapolated due to nonlinear effects that changes in valuation assumptions may have
on the fair value of these investments. Furthermore, the analysis does not indicate a probability
of such changes occurring and it does not necessarily represent our Companys view of expected
future changes in the fair value of these investments. Any management actions that may be taken
to mitigate the inherent risks are not reflected in this analysis.
Loans from the OCS
Loans received from the OCS are designated upon initial recognition at fair value (within Level 3
of the financial instruments hierarchy) through profit and loss based on the present value of
expected cash flows for repayment of the loan, discounted at a rate reflecting the level of risk of
the portfolio companies. The valuation techniques involve key assumptions such as the expected
term of the loan and discount rate and also take into account the fair value of the pledged shares
of the portfolio companies, which affect the amount of the liability reported on the statement of
financial position and results of operations.
CHANGES IN ACCOUNTING POLICIES
Standards issued but not yet effective
Standards issued but not yet effective up to the date of issuance of our Groups consolidated
financial statements are listed below. Our Group intends to adopt applicable standards as and
when they become effective.
IFRS 15 Revenue from Contracts with Customers
In May 2014, the International Accounting Standard Board (IASB) issued IFRS 15 (IFRS 15).
IFRS 15 replaces IAS 18, Revenue.
The IFRS 15 introduces a five-step model that will apply to revenue earned from contracts with
customers:
Step 1: Identify the contract with a customer, including reference to contract combination and
accounting for contract modifications.
Step 2: Identify the separate performance obligations in the contract.
Step 3: Determine the transaction price, including reference to variable consideration, financing
components that are significant to the contract, non-cash consideration and any consideration
payable to the customer.
153

Step 4: Allocate the transaction price to the separate performance obligations on a relative
stand-alone selling price basis using observable information, if it is available, or using estimates
and assessments.
Step 5: Recognise revenue when the entity satisfies a performance obligation over time or at a
point in time.
IFRS 15 is to be applied retrospectively for annual periods beginning on or after 1 January 2018.
Early adoption is permitted. IFRS 15 allows an entity to choose to apply a modified retrospective
approach, according to which IFRS 15 will only be applied in the current period presented to
existing contracts at the date of initial application. No restatement of the comparative periods will
be required as long as the disclosures regarding prior periods required by IFRS 15 are included.
Our Group is evaluating the possible impact of IFRS 15 but is presently unable to assess its effect,
if any, on the financial statements.
IFRS 9 Financial Instruments Classification and Measurement
In July 2014, the IASB issued the final and complete version of IFRS 9, Financial Instruments
(IFRS 9), which replaces IAS 39, Financial Instruments: Recognition and Measurement. IFRS
9 mainly focuses on the classification and measurement of financial assets and it applies to all
assets in the scope of IAS 39.
According to IFRS 9, all financial assets are measured at fair value upon initial recognition. In
subsequent periods, debt instruments are measured at amortised cost only if both of the following
conditions are met:
the asset is held within a business model whose objective is to hold assets in order to collect
the contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Subsequent measurement of all other debt instruments and financial assets should be at fair
value. IFRS 9 establishes a distinction between debt instruments to be measured at fair value
through profit or loss and debt instruments to be measured at fair value through other
comprehensive income.
Financial assets that are equity instruments should be measured in subsequent periods at fair
value and the changes recognised in profit or loss or in other comprehensive income (loss), in
accordance with the election by the Group on an instrument-by-instrument basis. If equity
instruments are held for trading, they should be measured at fair value through profit or loss.
According to IFRS 9, the provisions of IAS 39 will continue to apply to derecognition and to
financial liabilities for which the fair value option has not been elected.
According to IFRS 9, changes in fair value of financial liabilities which are attributable to the
change in credit risk should be presented in other comprehensive income. All other changes in fair
value should be presented in profit or loss.
154

IFRS 9 is to be applied for annual periods beginning on 1 January 2018. Early adoption is
permitted.
The Group is evaluating the possible impact of IFRS 9 but is presently unable to assess its effect,
if any, on the financial statements.
Amendments to IFRS 10 and IAS 28 regarding sale or transfer of assets between an investor and
its associate or joint venture
In September 2014, the IASB issued amendments to IFRS 10 and IAS 28 (the IASB
Amendments) regarding the accounting treatment of the sale or transfer of assets (an asset, a
group of assets or a subsidiary) between an investor and its associate or joint venture.
According to the IASB Amendments, when the investor loses control of a subsidiary or a group of
assets that are not a business in a transaction with its associate or joint venture, the gain will be
partially eliminated so that the gain to be recognised is the gain from the sale to the other investors
in the associate or joint venture. According to the IASB Amendments, if the remaining rights held
by the investor represent a financial asset as defined in IFRS 9, the gain will be recognised in full.
If the transaction with an associate or joint venture involves loss of control of a subsidiary or a
group of assets that are a business, the gain will be recognised in full.
The IASB Amendments are to be applied prospectively for transactions occurring in annual
periods beginning on or after 1 January 2016. Early adoption is permitted.
155
CAPITALISATION AND INDEBTEDNESS

The following table, which should be read in conjunction with the full text of this Offer Document,
including the section entitled Managements Discussion and Analysis of Results of Operations
and Financial Position of this Offer Document and the Independent Auditors Report and Audited
from January 1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document, shows
our cash and cash equivalents, capitalisation and indebtedness which were prepared:
(i)
based on our audited consolidated financial statements as at 30 June 2015;
(ii)
based on our unaudited consolidated management accounts as at 19 October 2015;
(iii) based on our unaudited consolidated management accounts as at 19 October 2015 as

adjusted to give effect to the Restructuring Exercise, the allotment and issuance of the
Pre-IPO New Shares, the RCL Converted Shares and PPCF Shares; and
(iv) based on our unaudited consolidated management accounts as at 19 October 2015 as
adjusted to give effect to the application of the estimated net proceeds from the Placement,
after deducting estimated listing expenses related to the Placement and the allotment and
issuance of the Misgav/Karmiel Consideration Shares, the Debenture Conversion Shares
and the Agtech Employee Consideration Shares.
As adjusted for the
net proceeds from
the Placement,
the Misgav/Karmiel
Consideration
Shares,
the Debenture
Conversion Shares
and the Agtech
Employee
Consideration
Shares
As at
30 June
2015
As at
19 October
2015
As adjusted
for the
Restructuring
Exercise,
the Pre-IPO
New Shares,
the RCL
Converted
Shares and
PPCF Shares
10,843
8,526
8,526
23,939
secured and guaranteed
secured and non-guaranteed
(US$000)
Indebtedness
Current

unsecured and guaranteed
759
934
934
934
4,102
4,373
4,373
4,373
secured and non-guaranteed
unsecured and guaranteed
unsecured and non-guaranteed

Non-current
Long-Term Loans from the Israeli
Chief Scientist
secured and guaranteed
156
As adjusted
for the
Restructuring
Exercise,
the Pre-IPO
New Shares,
the RCL
Converted
Shares and
PPCF Shares
As adjusted for the

net proceeds from
the Placement,
the Misgav/Karmiel
Consideration
Shares,
the Debenture
Conversion Shares
and the Agtech
Employee
Consideration
Shares
As at
30 June
2015
As at
19 October
2015
unsecured and non-guaranteed
10,686
11,474
379
Total indebtedness
15,547
16,781
5,686
5,307
Equity attributable to Equity

Holders of the Company
62,215
59,295
70,782
84,483
Total capitalisation and

indebtedness
77,762
76,076
76,468
89,790
(US$000)
Convertible debentures and
warrants
Credit Facilities
As at the Latest Practicable Date, our Group does not have credit facilities with any financial
institutions.
Bank Guarantees
Under the framework of the Incubators Programme, in order to secure their obligations towards
the OCS during the franchise period, Trendlines Medical and Trendlines Agtech provided the OCS
(for the benefit of the State of Israel) with the following bank guarantees issued by Bank Leumi
le-Israel B.M. (Bank Leumi), respectively: (i) a bank guarantee in the amount of NIS 1,260,000
(or approximately US$330,000) which is outstanding till 30 September 2019; and (ii) a bank
guarantee in the amount of NIS 630,000 (or approximately US$165,000) which is outstanding till
31 December 2018. In addition, in connection with the participation of Trendlines Medical in the
recent competitive process conducted by the OCS and its submission of a proposal to operate a
franchised incubator, Trendlines Medical provided the OCS with a bank guarantee in the amount
of NIS 250,000 (or approximately US$65,000) which is outstanding till 29 February 2016.
In addition, under the lease agreement in relation to the property at 4 Bezalel Street, Ramat Gan,
5252104 Israel (Ramat Gan Property) between our Company and Regev Capital Ltd., which is
the lessor of the Ramat Gan Property, our Company provided a bank guarantee in the amount of
NIS 50,000 (or approximately US$13,000) to secure its obligations under the aforesaid lease
agreement, which is outstanding till 30 May 2016.
As at the Latest Practicable Date, our Group has bank guarantees amounting to an aggregate of
US$570,000.
The abovementioned four (4) bank guarantees are secured by fixed deposits that Trendlines
Medical, Trendlines Agtech and our Company have with Bank Leumi, and are interest-free.
157

As at the Latest Practicable Date, we do not have any banking facilities save for the
abovementioned bank guarantees issued by Bank Leumi, the bank account maintained with Bank
Leumi and the current bank account maintained with The Bank of East Asia, Limited.
As at the Latest Practicable Date, to the best of our Directors knowledge and belief, we are not
in breach of any terms and conditions or covenants associated with any credit arrangement or
bank loan which could materially affect our Groups financial position and results of operations, or
the investments of our Shareholders.
Indebtedness towards the OCS
Under the terms of the old Directive 8.3 which was discontinued on 31 December 2010, our Group
had non-recourse debt to the OCS amounting to approximately US$7.69 million. These loans were
extended from the OCS to Trendlines Medical and Trendlines Agtech for the purpose of funding
portfolio companies, and these loans were secured by liens on shares of the portfolio companies
for which the loans were granted under the Directive 8.3 (Portfolio Loans). In the event of a
default of a portfolio company, the OCS may pursue remedies under law against the relevant
portfolio company.
In addition our Group has indebtedness towards the OCS amounting to approximately
US$925,000, in respect of funding received to subsidise the administrative operations of
Trendlines Agtech and Trendlines Medical (Incubator Operations Funding). The total amount
of indebtedness towards the OCS incurred by Trendlines Agtech and Trendlines Medical amounts
to approximately US$8.62 million. The Portfolio Loans and Incubator Operations Funding are
collectively referred to as the OCS Indebtedness.
Please refer to the sections entitled General Information on our Group Licenses, Permits,
Franchises, Approvals, Certifications and Government Regulations Old Directive 8.3 and
General Information on our Group Licenses, Permits, Franchises, Approvals, Certifications and
Government Regulations Directive 8.2 of the Director General, specifically the sub-section
entitled Amendment of the State/Incubator Agreements Repayment of Previous State Loans to
OCS of this Offer Document for more information on the repayment terms of the OCS
Indebtedness.
158

As at the Latest Practicable Date, our Group has the following outstanding OCS Indebtedness:
Name of Portfolio Company
Number of
shares in each
portfolio company
pledged in favour
of the State of
Israel (OCS)
Proportion of Outstanding Outstanding

outstanding
amount of
amount of
shares in the
loans to
loans to
portfolio
Incubator
Incubator
company
(NIS)
(US$)
Advanced Memtech Ltd.
77,668
94%
2,246,963
582,417
Breezy Industries Ltd.
37,892
53%
2,440,851
632,673
IonMed Ltd
37,800
78%
1,887,674
489,288
49,250
82%
2,281,315
591,321
Liola Technologies Ltd.
36,500
94%
2,284,501
592,146
Magdent Ltd.
40,750
77%
2,214,566
574,019
Mantissa Ltd.
40,744
81%
2,341,492
606,919
MediValve Ltd
159,600
82%
1,834,919
475,614
Nephera Ltd
67,830
79%
2,036,419
527,843
NeuroQuest Ltd
71,820
90%
2,017,824
523,023
ProArc Medical Ltd
34,860
70%
1,774,233
459,884
Sol Chip Ltd.
6,631
46%
3,149,054
816,240
VivoText Ltd.
36,669
80%
3,177,330
823,569
Total amount of Portfolio Loans to

Incubator
29,687,141
7,694,956
Fair value of Incubator Operations

Funding
924,810
Total amount of OCS

Indebtedness
8,619,766
Operating Lease Commitments

Our Group leases office spaces under operating leases. The operating lease commitments are
based on existing rental rates. The leases have lease terms ranging from three (3) to nine (9)
years as specified in the lease agreements (excluding the options to extend the lease terms) and
rentals are fixed during the lease term. Details of our leased properties and assets are disclosed
in the section entitled General Information on Our Group Properties and Fixed Assets of this
Offer Document.
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As at 30 June 2015 and the Latest Practicable Date, the future minimum lease payable under the
operating leases contracted for but not recognised as liabilities are as follows:
(US$000)
30 June 2015
Within one (1) financial year
302
302
After one (1) financial year but within

four (4) financial years
364
364
666
666
We intend to finance the above operating lease commitments with internally generated funds.
Capital Commitments
As at the Latest Practicable Date, our Group does not have any material commitments for capital
expenditures.
Contingent Liabilities
As at the Latest Practicable Date, to the best of our knowledge, information and belief, we are not
aware of any contingent liabilities which may have a material effect on the financial position and
profitability of our Group.
160
WORKING CAPITAL
Our material sources of liquidity are obtained internally and externally, which we use for funding
our Groups ongoing operations and investing activities. These sources include proceeds from
realisations of investments, income from services rendered to Portfolio Companies, income from
fees paid to us for R&D activities that we rendered, and management fees relating to management
of a venture capital fund. In addition, we are entitled to incubator-operational loans from the OCS
through Trendlines Agtech, and we perform capital raising activities and complete equity
financings.
Our Group had cash and cash equivalents of approximately US$1.7 million, US$3.3 million, and
US$1.5 million as at 31 December 2012, 2013 and 2014 respectively. As at 30 June 2015, our
cash and cash equivalents was US$10.8 million.
Even though net cash used in our Groups operating activities was US$5.3 million, US$4.0 million,
US$7.0 million and US$2.0 million in FY2012, FY2013, FY2014 and HY2015 respectively, our
Group recorded positive working capital of approximately US$1.7 million and US$1.8 million as at
31 December 2012 and 2013 respectively. However, our Group recorded a negative working
capital of approximately US$0.3 million as at 31 December 2014. The negative working position
as at 31 December 2014 was mainly due to the following:
(a)
our Group had recorded one-time extraordinary cash expenses of approximately US$1.5
million during FY2014 as a result of costs incurred in relation to the Proposed Canadian IPO
(as defined herein). These expenses were paid off using our cash balances which resulted
in a drop of approximately 53.1% in our cash and cash equivalents amount to approximately
US$1.5 million as at 31 December 2014; and
(b)
our Group had recorded additional payables and accrued expenses of approximately US$0.5
million in FY2014 due to the OCS loan payable in connection with the asset purchase
transaction of our Most Valuable Portfolio Company. This amount was paid in the beginning
of 2015.
As at 30 June 2015, our Group recorded positive working capital of approximately US$11.6
million.
As at the Latest Practicable Date, our Group had cash and cash equivalents of approximately
US$8.5 million.
Save for the bank guarantees issued by Bank Leumi, our Group does not have any banking
facilities. Please refer to the section entitled Capitalisation and Indebtedness of this Offer
Document for further details.
In assessing whether we have sufficient working capital as at the date of lodgement of this Offer
Document for our present requirements and for at least 12 months after the listing of our Company
on Catalist, our Directors have considered, inter alia, the following key factors:
(a)
save for the bank guarantees issued by Bank Leumi, the bank account with Bank Leumi and
the current bank account maintained with The Bank of East Asia, Limited, our Group does not
have any banking and/or credit facilities with any financial institutions currently. In the past
eight (8) years, our Company has also not defaulted on any past loans and/or interest
repayment obligations and there have not been any previous instances where our bankers
have recalled any credit facilities extended to us. As at the Latest Practicable Date, we have
no intention to take on any banking or credit facilities following our listing on Catalist;
161
WORKING CAPITAL
(b)
our Group has also been able to meet our current liabilities as and when fall due. As at
30 June 2015, our current liabilities mainly comprised deferred revenue of approximately
US$2.7 million, representing approximately 78.2% of our total current liabilities. Such
deferred revenue are recognised in respect of the fair value of the benefit of the shares in our
portfolio companies received from the OCS and does not constitute an actual cash/payable
obligation on our Group, and are recognised over the two (2) year incubation period, as well
as after our Group has provided the relevant services to our portfolio companies; and
(c)
our Group has a strong record of being able to raise funds from existing shareholders and
external investors, which is a strong indication of investors confidence in the potential of our
Groups business model. To date, we have raised approximately US$25.0 million worth of
funds, exclusive of approximately US$10.0 million raised pursuant to the Pre-IPO
Redeemable Convertible Loan Agreement.
Taking into account the foregoing, our Directors are of the reasonable opinion that, after having
made due and careful enquiry and after taking into account the net cash used in our operating
activities and our existing cash and cash equivalents, the working capital available to our Group
as at the date of lodgement of this Offer Document is sufficient for our present working capital
requirements and for at least 12 months after the admission of our Company on Catalist.
The Sponsor is of the reasonable opinion that, after having made due and careful enquiry and
after taking into account the net cash used in our operating activities and our existing cash and
cash equivalents, the working capital available to our Group as at the date of lodgement of this
Offer Document is sufficient for our present working capital requirements and for at least 12
months after the admission of our Company on Catalist.
162
GENERAL INFORMATION ON OUR GROUP

HISTORY
Our history dates back to 1991 when our Chairmen and Chief Executive Officers, Todd Dollinger
and Steve Rhodes, met while they were employed at a medical device start-up located in Moshav
Shorashim, a small community in Israels Western Galilee. In 1993, they started a business
development consultancy, Trendlines International, to focus on guiding Israeli companies and
entrepreneurs in the complexities of the US market. In 1996, Steve Rhodes was appointed to the
board of directors of The Incubator for Management of Technological Entrepreneurship Misgav
Ltd. (which was subsequently renamed Trendlines Medical Misgav Ltd. in April 2014), an
Israeli government-licensed technology incubator. Steve Rhodes was the chief executive officer of
the incubator from August 2004 to July 2010.
Our Company was incorporated on 1 May 2007 as a private company limited by shares under the
Israeli Companies Law, under the name of T.I.F. Ventures Ltd., and was subsequently renamed
The Trendlines Group Ltd. on 16 July 2008. Our Chairmen and Chief Executive Officers, Todd
Dollinger and Steve Rhodes, together with our Non-executive Director and Controlling
Shareholder (our Substantial Shareholder upon completion of the Final Issuance), Zeev Bronfeld,
and one (1) of our Shareholders, Ehud Huberman, established our Company to acquire Trendlines
Medical together with its Subsidiary, Misgav/Karmiel, and Mofet BYehuda Industrial Research
and Development in Judea Ltd. (which was subsequently renamed Trendlines Agtech Mofet
Ltd. in April 2014) in July 2007 and August 2007, respectively.
In August 2007, our Group was awarded the technological incubator franchises from the Israeli
government for both Trendlines Medical and Trendlines Agtech. Trendlines Medical then started
to focus on the discovery and development of novel medical device technologies. Trendlines
Agtech is a technology incubator, which since 2011, has focused on the discovery and
development of new agricultural and food technologies.
In August 2008, our Company entered into an asset purchase agreement with Trendlines
International to acquire certain specified assets (including certain specified contracts, equipment
and intellectual property then owned by Trendlines International) in consideration for which
Trendlines International was entitled to all receivable accounts owing or to be owed under the
assumed contracts, and to receive NIS 80,745, being the aggregate book value of certain
specified equipment as of 31 December 2007 (Trendlines International Acquisition). Our
Company subsequently absorbed Trendlines Internationals consulting team and shifted its efforts
away from providing consulting services to providing support for portfolio companies. Following
the Trendlines International Acquisition, Trendlines International ceased from all business
activities and our Company refocused our efforts from consulting services to investing and
establishing portfolio companies and shifted our emphasis from consulting for companies and
entrepreneurs outside the two (2) incubators to providing support for our portfolio companies. In
2009, we adopted our vision of Creating and developing companies to improve the human
condition so as to align ourselves with our new focus. In the same year, we moved into new
offices of approximately 1,047 sq m in the Misgav Industrial Park for our Company and Trendlines
Medical.
In 2010, we achieved our first two (2) exit transactions when E.T.View and FlowSense, portfolio
companies of Trendlines Medical and our Company respectively, each completed a public listing
transaction by way of a reverse merger with a publicly listed company on the TASE. In the same
year, in recognition of the meritorious achievements in operating the incubator, in
commercialising its project companies, in deal flow creation, and enabling them to operate on their
own as viable businesses, Trendlines Medical was awarded Outstanding Incubator by the OCS.
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In 2011, Trendlines Agtech adopted its focus on agricultural technologies and became the only
agritech-focused business incubator in Israel. In March 2011, we achieved our next exit
transaction when Polytouch Medical Ltd., a portfolio company of Trendlines Medical, was acquired
by Covidien Ltd. In December 2011, our Company established Trendlines Labs as a business unit,
which partners with multinational corporations and leading research and medical institutions, to
create and develop technologies that meet well-defined market needs.
In 2012, in recognition of its outstanding progress and significant market potential, Stimatix G.I.
Ltd., a portfolio company of Trendlines Medical, was named Best Start-Up of the Year by the
OCS.
In 2013, in line with our growth, we leased new offices of approximately 834 sq m in the Gush
Etzion Industrial Park for Trendlines Agtech, expanded our Companys meeting centre in Ramat
Gan (Tel-Aviv area) from 132 sq m to 242 sq m, and expanded our corporate headquarters in the
Misgav Industrial Park from 1,047 sq m to 1,266 sq m to accommodate the growth of Trendlines
Medical and Trendlines Labs. In the same year, in recognition of their outstanding progress and
significant market potential, ApiFix Ltd. and Sol Chip Ltd., portfolio companies of Trendlines
Medical and Trendlines Agtech respectively, were named Best Start-Up of the Year by the OCS.
We also completed two (2) exit transactions in August 2013 when InnoLap Surgical Ltd., a portfolio
company of Trendlines Medical, and FlowSense, a portfolio company of our Company, were
acquired by Teleflex, Inc. and Baxter International Inc. respectively. In June 2013, we received our
first Chinese investment when a VC firm from the Peoples Republic of China invested into one (1)
of our medical portfolio companies.
In April 2014, we completed an exit transaction when OPKO Health Inc. acquired Inspiro Medical
Ltd., a portfolio company of Trendlines Medical. In the same month, pursuant to an agency
agreement dated 30 April 2014 between us and Octagon Capital Corporation, we completed a
brokered private placement offering of 10.0% unsecured convertible debentures with an
aggregate principal amount of CAD$2,316,000. Please refer to the section entitled Share Capital
of this Offer Document for more details on this convertible debenture offering.
In the second half of 2014, our Company attempted an initial public offering of Shares in certain
jurisdictions of Canada (Proposed Canadian IPO) pursuant to a prospectus dated 18
September 2014 (Canadian Prospectus) that was filed with the Ontario Securities Commission
with a view to a proposed listing on the Toronto Stock Exchange. Due to the lack of sufficient
subscriptions by investors, our Company decided not to proceed with the Proposed Canadian IPO
and the cancellation of the Proposed Canadian IPO as well as the termination of the agency
agreement with the syndicate of agents were announced on 30 September 2014. No securities
were distributed pursuant to the Canadian Prospectus.
In November 2014, another exit transaction was completed when the Most Valuable Portfolio
Company entered into the 2014 Asset Purchase Agreement with a third party for the acquisition
of the Most Valuable Portfolio Companys developed product for a consideration which included
royalties (earn-out payments) and milestone payments. In the same year, in recognition of their
outstanding progress and significant market potential, MitrAssist Medical Ltd. and Advanced
Mem-Tech Ltd., portfolio companies of Trendlines Medical and Trendlines Agtech respectively,
were named Best Start-Up of the Year by the OCS, while Trendlines Medical was awarded Best
Incubator by the OCS for the second time. In recognition of their contributions to innovation in
Israel, our Chairmen and Chief Executive Officers, Todd Dollinger and Steve Rhodes, received
the Global Business Development Leadership award from the American Society of the University
164

of Haifa in late 2014. Our investor base was further diversified in the course of 2014 as 26 of our
portfolio companies received investments from Israeli, American, Canadian, Chinese and
European investors.
In February 2015, our Company completed a private placement offering of our Shares and
pursuant to which our Company raised an aggregate amount of US$2,125,602 from the
2014-2015 Private Placement Investors in consideration for the allotment and issuance of an
aggregate number of 1,417,069 Shares.
In June 2015, our Company raised an aggregate amount of S$13,700,000 redeemable convertible
loans from our Pre-IPO Investors pursuant to the completion of the Pre-IPO Investment. Please
refer to the section entitled Shareholders Pre-IPO Investors for more details on the Pre-IPO
Investment. In the same month, our Company also completed an equity financing round, pursuant
to which our Company raised in aggregate US$1,488,932 from the June 2015 Equity Financing
Investors in consideration for the allotment and issuance of an aggregate number of 925,377
Shares.
During the first half of 2015, two (2) of our portfolio companies signed engagement letters with
investment banks for the purpose of exploring possible sales of these companies to potential
acquirers. During the second half of 2015, another one (1) of our portfolio companies signed an
engagement letter with an investment bank.
In September 2015, Trendlines Medical was elected as the winning bidder in the competitive
process conducted by the OCS for the operation of a technological incubator under peripheral
incubator conditions in national preferred regions in the district of Acre (Akko). The renewal of the
Trendlines Medical franchise is subject to the satisfaction of certain conditions. Please refer to the
section entitled General Information on our Group Licences, Permits, Franchises, Approvals,
Certifications and Government Regulations Extension of State/Incubator Agreement; Renewal
of Franchise of this Offer Document for more details.
BUSINESS OVERVIEW
Our Group is focused on developing technology-based companies in the medical and agricultural
fields. We create and develop companies in accordance with our mission to improve the human
condition. To this end, we discover, invest in, incubate and provide services to life sciences
companies in the fields of medical and agricultural technologies. As at the Latest Practicable Date,
all of our portfolio companies are based in Israel.
From the time of investment, we are involved in many aspects of our portfolio companies from
technology development to business building. We provide a range of services to our portfolio
companies during their first years following our initial investment such as (i) technology support
which includes R&D; (ii) business, market and commercialisation strategy and support; (iii)
funding strategy; (iv) financial support and business development; and (v) marketing
communications support.
Our focus is on creating and developing medical and agricultural technology companies with a
view toward a successful exit in the marketplace. Exits may include sales such as merger and
acquisition transactions, listing on public stock exchanges and other dispositions of our holdings.
Since commencing operations in September 2007, we have established and incubated 60
companies and work to establish between eight (8) to ten (10) new portfolio companies each year.
17 of our portfolio companies (two (2) of which were established prior to September 2007) are now
165

at the commercialisation stage and are generating revenues. Five (5) of our portfolio companies
have been acquired by or sold their assets to multinational corporations, including four (4)
transactions since August 2013. In addition, two (2) of our portfolio companies, namely FlowSense
and E.T.View, had each completed a public listing transaction in 2010 by way of a reverse merger
with a publicly listed company on the TASE. FlowSense Medical Ltd. (together with its wholly
owned subsidiary, FlowSense) was subsequently acquired by a multinational corporation and
delisted from the TASE while E.T.View Medical continues to be listed on the TASE (with E.T.View
as its wholly owned principal operating subsidiary). Please refer to the section entitled General
Information on our Group Our Portfolio Companies of this Offer Document for more details.
We also have our own internal innovation centre, Trendlines Labs, where we engage in R&D
activities to create new technologies, either as principal or in collaboration with global and local
companies and partners, to address unmet market needs.
Our Business
We operate principally through our two (2) operating Subsidiaries, namely, Trendlines Medical and
Trendlines Agtech, as well as through our own internal innovation centre, Trendlines Labs.
Trendlines Medical
Trendlines Medical is a technology incubator that was established in 1995 (notwithstanding, its
actual operations began in 1992 through the operations of its subsidiary, Misgav/Karmiel), and
which we acquired control of in 2007. Trendlines Medical focuses on the discovery and
development of novel and disruptive medical devices and technologies. Since 2007, Trendlines
Medical has established 29 portfolio companies addressing a wide range of medical needs and
health issues with a focus on improving medical outcomes while reducing costs. Trendlines
Medical has also developed relationships with leading universities such as The Technion Israel
Institute of Technology and Johns Hopkins University, and health care providers in Israel such as
Kupat Cholim Clalit (Israels leading healthcare maintenance organisation) for sourcing deal flow.
Trendlines Medical is in regular contact with the abovementioned organisations and other such
organisations to review their portfolio of intellectual property with the intention of in-licensing the
best of these technologies and establishing new companies to commercialise them.
Trendlines Agtech
Trendlines Agtech is a technology incubator that was established in 1992, and which we acquired
control of in 2007. Since 2007, Trendlines Agtech has established 31 portfolio companies. In 2011,
Trendlines Agtech began to focus on the discovery and development of new agricultural and food
technologies. Since then, new portfolio companies established by Trendlines Agtech have focused
on addressing a wide range of agricultural needs, in particular, on increasing food yields and
reducing costs with an emphasis on sustainability. Trendlines Agtech has developed relationships
with leading universities such as The Hebrew University of Jerusalem, The Weizmann Institute of
Science, The Technion Israel Institute of Technology and research institutions in Israel such as
The Government of Israel Agricultural Research Organisation (Volcani Centre) and MIGAL
Galilee Research Institute for sourcing deal flow.
Trendlines Agtech is in regular contact with the abovementioned organisations and other such
organisations to review their portfolio of intellectual property with the intention of in-licensing the
best of these technologies and establishing new companies to commercialise them.
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Trendlines Labs
Trendlines Labs was established as a business unit of our Company in 2011 to invent and develop
technologies for sale or licensing to others or for transfer to our incubators for further development
and commercialisation. Trendlines Labs first collaboration was with Endo Pharmaceuticals Inc.
(Endo), a US-based multinational medical device company, to develop medical technologies.
This collaboration led to the creation of intellectual property that has since been acquired by
Trendlines Medical pursuant to an intellectual property transfer agreement dated 14 May 2014
between Endo and Trendlines Medical, and such agreement was thereafter assigned by
Trendlines Medical to Trendlines (the Intellectual Property Transfer Agreement). Pursuant to
the Intellectual Property Transfer Agreement, Endo transferred its intellectual property rights of
certain intellectual property to Trendlines in exchange for certain royalty payments on future sales
and certain considerations from future proceeds on a transfer, assignment, disposition or
exclusive perpetual license of a concept. Trendlines Labs has R&D and joint venture agreements
in place with various institutions and multinational corporations in the US, Israel and Japan,
among them with US-based and Japan-based multinational medical device companies, as well as
The Chaim Sheba Medical Center, the largest hospital in the Middle East, Rambam Health Care
Campus, the largest hospital in northern Israel and Clalit (Mor), the largest health maintenance
organisation in Israel.
Our Business Model
We believe that the medical and agricultural markets represent large global opportunities, strong
deal flow and the potential for efficient value creation. Our proven method of creating, developing
and providing technology and other support services to our portfolio companies makes us unique
and we strive for excellence in our execution. Our current investment approach is to seek out
opportunities with a short maturity period and minimal capital outlay in order to generate maximum
returns. This is illustrated by the fact that the majority of the portfolio companies in which we invest
have an anticipated short time horizon (typically, six (6) years or less) and low capital
requirements (expected to require US$5.0 million or less in total capital) to exit. We typically do
not acquire our interest in our portfolio companies through acquisitions of shares from existing
shareholder(s) of our portfolio companies. We may also make follow-on investments in our
portfolio companies to inject fresh capital into our portfolio companies.
We are not a venture capital firm and we do not operate as one. Our business model is
differentiated from the typical venture capital model by, inter alia, the following main factors,
namely, (i) we do not charge management fees and do not benefit from any carried interest or
other form of success/performance based fees; (ii) our investments in our portfolio companies
comprise substantially in-kind investment (not only cash investments) such as providing business
development services and our cash investments cover substantially all overhead expenses
incurred by our portfolio companies; and (iii) we are involved in supporting the daily operations of
our portfolio companies through various business support services rendered by Trendlines
Medical and Trendlines Agtech to our portfolio companies.
We believe that substantial gains can be found in companies that are developing or intending to
develop technologies that are new and/or unique which can address large and growing markets
where such technologies present significant competitive advantages to our existing solutions. We
support projects at the earliest stages of their development, often before the incorporation of the
company. We typically provide initial funding as well as other technology and business support
such as accounting, marketing and administrative support. In most cases, our funding is the first
funding entrepreneurs will receive for the development of their ideas or technologies.
167

We believe that the following benefits, inter alia, can be derived from supporting companies that
are at their earliest stage of growth:
Higher returns: Participating early in a companys life cycle is expected to yield higher
investment returns.
Agility: Early-stage companies may outperform larger competitors by being able to respond
more quickly to changing market conditions or deploying new technologies more rapidly.
Rapid growth: There is greater opportunity for early-stage companies to grow and build value
faster.
Our business model, combined with our managements strengths and experience, is designed to
maximise value in very early-stage technologies while mitigating risk. We seek to mitigate risk in
a variety of ways, including:
Leverage on government funding: Using government funding to leverage private capital in

the cash ratio of approximately 85.0% to 15.0% respectively for every investment enables us
to invest in more companies.
Co-investment: We typically conduct several rounds of fund-raising for each of our portfolio
companies to raise fresh capital and also to introduce additional investors in our portfolio
companies.
Hands-on support: Intensive involvement in the key business functions of our portfolio
companies including business and technology development, accounting, legal, fund-raising
and governance.
Partnering: We believe that successfully bringing an innovative new product to market

requires various skills and work of many talented people. As an organisation that was
founded by business development professionals, we are focused on a partnership approach
for the benefit of our portfolio companies. We partner with the government through the OCS,
with investors and with our entrepreneurs. We also have relationships with leading
corporations in diverse industries, many of whom are potential exit partners for our portfolio
companies.
Flexibility for exit: Openness to early exit opportunities while having the willingness and
resources to stay for the long term, as and when appropriate.
Each new portfolio company is physically located in our Trendlines Medical or Trendlines Agtech
facilities for at least the first two (2) to three (3) years following our initial investment. This enables
us to provide optimal support, not only in the technology and business aspects, but also
administrative support. The incubation model increases our ability to support the portfolio
companies, while reducing the capital needs of our portfolio companies by providing many shared
services. In addition, our portfolio companies benefit from operating in an entrepreneurial
environment in which they have the opportunity to meet and consult not only with our staff, but
also with fellow entrepreneurs to share and exchange ideas, technology know-how, experiences
and industry network.
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Our Business Process
Invests Early
Incubates
Supports to Exit
Relationships with
universities, hospitals and
industry players
Portfolio companies incubate

within our facilities

and business development,
R&D, marketing, finance
Review 450 to 500

opportunities annually
incubators, Trendlines Medical
and Trendlines Agtech
Intense involvement

development

operations
Access to capital
Global network
We undertake a market-focused due diligence process in our evaluation of opportunities. During

the course of any given year, our staff review approximately 450 to 500 potential ventures, of
which approximately 45 of these potential ventures will be subject to more in-depth due diligence.
Finally, out of which, eight (8) to ten (10) of these potential ventures are typically selected by our
investment committee for our support and investment. In this way, we ensure that we are
constantly enriching our portfolio with high-value technologies, start-ups and entrepreneurs.
We and each of our Subsidiaries, Trendlines Medical and Trendlines Agtech, have an investment
committee to evaluate potential ventures. The members of such investment committee include our
Chairmen and Chief Executive Officers, our Non-executive Director and the respective chief
executive officers of Trendlines Agtech, Trendlines Medical and Trendlines Labs (Core
Members). However, moving forward, it is intended that if and when the Trendlines Agtech
franchise and the Trendlines Medical franchise are renewed, each of the investment committees
of Trendlines Agtech and Trendlines Medical will comprise the abovementioned Core Members
and an additional member with the relevant industry experience (who does not belong to our
Group). Our investment committee is responsible for approving (or disapproving) the making of
investments in new portfolio companies/projects as presented by our management and the
making of follow-on investments in existing portfolio companies/projects.
We do not exclusively rely on entrepreneurs and inventors for opportunities. In addition to being
open to the many entrepreneurs and inventors who approach us, we identify unmet market needs,
and through our relationships with technology transfer organisations (TTOs) and direct
relationships with technology professionals and academics, we seek out intellectual property that
provides solutions to such unmet market needs. With TTOs, we license or invest in their
intellectual property and set up teams to develop and commercialise ideas.
169

Selection process
Below is a brief description of the selection process for an opportunity to become one (1) of our
portfolio companies. This process would typically last between three (3) to nine (9) months
depending on the level of due diligence required and varies on a case-by-case basis.
New portfo
olio company investment annuallly
Gate 1: Initial Screen We meet up with the inventors or entrepreneurs who present their
business concepts to us.
Gate 2: Early Due Diligence We review the opportunity and determine if we have any further
interest. We have two (2) full-time employees, one (1) from each of Trendlines Medical and
Trendlines Agtech, who are responsible for reviewing new investment opportunities.
Gate 3: Deep Due Diligence We conduct research and interviews to assess and evaluate the
opportunities. As appropriate, external consultants may be engaged to evaluate technology,
intellectual property and regulatory issues that may arise. Based on our experience, we recognise
the critical importance of working with outstanding and dedicated entrepreneurs. We not only look
for creative entrepreneurs and inventors with great ideas, but also for entrepreneurs and inventors
who understand what goes into running a business, work well as part of a team, are flexible, open
to alternative solutions and are fully committed to success. As mentioned, the majority of the
portfolio companies which our Group invests in are companies that we believe can reach an exit
within six (6) years from the date of our initial investment with minimal capital outlay in order to
generate maximum returns.
Gate 4: Initial Investment Decision The inventors or entrepreneurs work with our professional
staff to present the project to the investment committee. Thereafter, the investment committee will
make an initial decision on whether to provide technology and financial support, subject to further
information and OCS review.
Gate 5: Israeli Government Review (OCS Examiner Review) As Trendlines Medical and
Trendlines Agtech are government-franchised incubators whose portfolio companies receive
funding from the OCS, we prepare a detailed project overview that is submitted to the OCS for
review. The OCS then appoints an outside examiner to conduct an independent review of the
potential project. Please refer to the section entitled General Information on our Group
Licenses, Permits, Franchises, Approvals, Certifications and Government Regulations of this
Offer Document for more details about the OCS, the franchises and the Incubators Programme.
170

Gate 6: Israeli Government Review (OCS Incubators (Startup) Committee) During this
stage, the project is presented to the OCS Incubators Committee. This committee makes its
decision based on our presentation of the project and the OCS examiners opinion and report. If
the OCS Incubators Committee approves the project, it will typically set certain conditions and/or
milestones to be complied with by the company performing the project.
Our Investment Only after successfully passing through the previous gates will the new project
begin operating within the framework of Trendlines Medical or Trendlines Agtech, as applicable.
Founders agreements or shareholders agreements between our incubators and our portfolio
companies
Our government-franchised incubators typically enter into founders agreements or shareholders
agreements with respect to the establishment of our portfolio companies. These agreements
(together with the charter documents of our portfolio companies) govern the respective rights and
obligations of the parties. Although these agreements are not entirely identical with respect to all
portfolio companies, they typically address and regulate, among other things, the following issues
in respect of each portfolio company: (i) financing of the portfolio company; (ii) the allocation of
the share capital between the incubator and the other founding shareholders; (iii) the facilities to
be provided by the incubator to the portfolio companies; (iv) the services to be rendered by the
incubator to the portfolio company; (v) the fees due to the incubator in return for services
rendered; (vi) the rights in the IP developed; (vii) transfer or other disposition of shares (e.g., right
of first refusal and co-sale rights); (viii) pre-emptive rights upon issuance of shares; (ix) certain
protective provisions with respect to certain issues; (x) appointment of directors and executive
officers; (xi) grant of employee options; (xii) confidentiality and non-compete provisions; and (xiii)
undertakings of the entrepreneur to comply with the provisions of the R&D Law. It should be noted
that these agreements also state that the State of Israel shall be a third-party beneficiary under
these agreements. Under the terms of these agreements, and in accordance with Directive 8.3
(please refer to the section entitled General Information on our Group Licences, Permits,
Franchises, Approvals, Certifications and Government Regulations of this Offer Document for
further details), our portfolio companies are obligated to repay the OCS grants through royalty
payments from revenues generated by the sale of products and/or services developed. Royalties
are payable to the OCS in order to cover the amount of the grant including interest at the London
Interbank Offered Rate (LIBOR) rate, as prescribed under the R&D Law.
Typical investment and incubator support services
The typical initial cash investment in a Trendlines portfolio company is NIS 2.5 million
(approximately US$656,000) of which approximately US$557,000 is in the form of an OCS grant
to the portfolio company and the balance of approximately US$98,000 is from our capital. In
addition to this direct investment, we provide technology and business development support and
administrative and other services during and after our investment support. The cost of these
services is offset, to a small extent, by monthly fees averaging approximately US$2,000 per month
that we charge portfolio companies during their first two (2) years with the incubators. Amortising
our current total operating expenses over our portfolio of incubator-stage companies, we
estimate that we invest about US$450,000 in one (1) portfolio company over a two (2)-year period.
In exchange for the cash and support services that we provide, we typically take an initial 50.0%
interest in ordinary shares in a new portfolio company; when a technology is in-licensed from a
research institution, our equity interest can be as high as 85.0%.
171

In addition, where we have entered into founders agreements or shareholders agreements with
respect to the establishment of our portfolio companies, we are entitled to appoint
representative(s) to the board of directors of the portfolio company. However, we do not typically
have a majority of seats on the board of directors of the portfolio company. Typically, where we
hold 50.0% or more shareholding interests in a portfolio company, the board of directors of the
portfolio company will comprise up to five (5) directors in the following composition: two (2)
directors (as appointed by us), two (2) directors (as appointed by the entrepreneur(s)) and one (1)
director with the relevant industry experience (as appointed by the majority of the members of the
board of directors then in office). In addition, we do not typically have the right to appoint the chief
executive officer and the senior management of the portfolio company.
While the Israeli governments Incubators Programme offers us significant leverage on our
investments, there are additional OCS funding programmes that offer significant leverage
opportunities. In the event that we do not renew one (1) or both of our franchises, we believe that
we will be able to have access to other funding programmes (for instance, the OCS 8.23
programme) which (if granted) is expected to provide for 50.0% funding of approved start-up
expenses (with an additional 10.0% grants for companies operating R&D projects in designated
peripheral development areas), compared with 85.0% funding under the Incubators Programme.
As a result, we may need to invest approximately an additional US$160,000 in each portfolio
company that we start, or approximately an additional US$640,000 in each incubator per year,
assuming that each incubator starts four (4) portfolio companies a year. Please refer to the section
Certifications and Government Regulations Other Sources of OCS Funding of this Offer
Document for details on the OCS 8.23 programme and other sources of funding from the OCS
which we or the portfolio companies can avail ourselves of.
During and even after the initial two (2)-year period, we are deeply involved in our portfolio
companies, in which we provide extensive support and administrative services. When a portfolio
company has succeeded in raising follow-on capital, we charge modest fees for (i) rent, if the
company remains in our facilities; and (ii) for services such as bookkeeping and, sometimes, for
business development support. If a portfolio company has not succeeded in raising capital, we
may continue to provide these services at no charge. Generally, we continue to provide our
portfolio companies with on-going business development support and guidance after the initial two
(2)-year incubation period.
Our initial investment, together with the OCS funding, is budgeted to fund the newly formed
portfolio company for two (2) years. Typically, our goal is that by the end of the second year, our
portfolio companies will have attracted and engaged additional investors and require less
hands-on involvement from our staff. This frees up our management and staff to work closely with
our newer start-ups and continue efforts with other high-value opportunities.
We expect all of our portfolio companies to achieve significant product development progress,
make meaningful market contact and be prepared to start to raise follow-on capital within 12 to 18
months of our involvement. Our strategy is intended to mitigate the follow-on funding risk inherent
to early-stage companies and guide our portfolio companies towards significant fundable
milestones. Our post-investment support includes:
Product and technology development: We work with each portfolio company to develop a
prototype that demonstrates technology feasibility and substantially ameliorates technology
risk and we continue to advise and guide our portfolio companies through the development
of their products and technologies. We have three (3) small scale laboratories in our
Trendlines Medicals incubator facility, namely an electronics laboratory, a wet laboratory and
172

a mechanical laboratory. We have contacts with many of the leading R&D subcontractors in
Israel and, as appropriate, we will introduce our portfolio companies to these subcontractors.
Trendlines Labs staff will, from time to time, provide R&D consultation to our portfolio
companies.
Market contact: A portfolio company, in coordination with our staff, is expected to establish
initial market contact to garner and confirm market interest and to receive feedback that is
used to further define the product concept. We work closely with our portfolio companies to
achieve this goal. In addition to direct contacts with potential market partners, we organise
a variety of events to showcase our portfolio companies and to introduce them to investors
and potential partners. We sponsor an annual company showcase, the Trendlines Company
Showcase, and the most recent showcase which was held in Israel in January 2015 attracted
more than 300 participants. We organise overseas events and conferences for groups of
portfolio companies, for instance, in March 2015, we organised an event in the US, the
Trendlines US Company Showcase, which featured six (6) portfolio companies of Trendlines
Medical and we visited five (5) US cities in five (5) days. In April 2015, we also organised an
international agritech investment conference, AgriVest. All of such events and others that we
either organise or in which we participate, are intended to increase the visibility of our
portfolio companies and to attract investors and partners for them.
Business plan: We work with each portfolio company to establish and document its strategy
and business plan, and regularly review market activities and competition. Our staff includes
four (4) full-time business development consultants who meet with our portfolio companies
on a weekly basis to review issues relating to the portfolio companies such as the go to
market strategies, fund-raising activities, preparation of collateral materials to support the
fund-raising and business development activities. Our goal is that by the end of their first full
year, the portfolio companies will be ready to begin their fund-raising efforts.
Marketing communications materials: We work with each portfolio company to prepare

focused presentations, one-page summaries and websites. As it is atypical to find
entrepreneurs who are experienced and accomplished presenters, our marketing
communications team, in cooperation with our business development consultants, works
with our portfolio companies to prepare well-crafted investor presentations. The team then
provides extensive presentation training and coaching to our portfolio companies.
IP development and enhancement: Each portfolio company develops, expands and

enhances its IP portfolio. We maintain relationships with many of the leading Israeli patent
firms as well as some overseas firms. We advise our portfolio companies on the best and
most appropriate firms for their respective technologies.
Raising capital: We provide introductions to investors, participate in presentations and

support deal negotiations. We maintain a large database of investors, ranging from angel
investors to venture capital and corporate venture investors. To this end, we do not receive
any fees/commissions when assisting our portfolio companies to raise capital.
Public Relations: We have an active public relations programme to support our portfolio
companies. Additional programme objectives include attracting inventors and entrepreneurs
to us and exposing our portfolio companies to potential strategic partners and acquirers.
Working with an outside public relations firm, we hope to give exposure to both our Group
and our portfolio companies.
173
Accounting and human resource: We provide accounting and bookkeeping services to

support the financial reporting of portfolio companies for the purpose of statutory filing and
reporting to OCS. We also source, identify and introduce qualified management candidates
for our portfolio companies when a vacancy arises or as and when required.
Support provided to our portfolio companies from the beginning

We set out below an illustration of the support that we typically provide to our portfolio companies
over time:
Commercia
Com
Commercialisation
cialisation
on
Post-incubation support and exit strategies

We continue to support and assist our post-incubation portfolio companies for so long as we
believe our involvement can contribute to building the value of such portfolio company. We
continue to provide many of the same services that were provided during the incubation period.
Of particular importance is the assistance that we provide to our post-incubation portfolio
companies in raising capital where we actively introduce to investors, participate in fund-raising
presentations and support deal negotiations. To this end, we do not receive any fees/commissions
when assisting our portfolio companies to raise capital. In cases where companies have raised
follow-on capital from outside investors, we charge fees for services rendered such as
bookkeeping and rental (if they continue to remain in our incubators).
In most cases, our key officers or directors also continue serving on the board of directors of our
post-incubation portfolio companies for many years. As members of the board of directors, we
help to identify the optimal timing for initiating exit-focused activities and, in many cases, we take
a leading role in advising the portfolio companies on their potential exits from the beginning, which
includes introducing portfolio companies to appropriate investment banks, reaching out to
potential acquirers, and assisting in every aspect of the transaction, from selecting an attorney to
negotiating the transaction.
174

Over the past five (5) years, we have completed the following merger and acquisition exit
transactions, including four (4) exit transactions since August 2013:
Year of
Exit
Portfolio company
Description
Acquirer
Estimated
returns (1)
2011
PolyTouch Ltd.
Trade sale of
company, which was
three (3) years old
at time of sale
Covidien
6.7X
2013
Innolap Surgical Ltd.
Trade sale of
company, which was
eight (8) months old
at time of sale
Teleflex
3.2X
2013
FlowSense Medical
Ltd.
Trade sale of
company, which was
four (4) years old at
time of sale
Baxter International
4.0X
2014
Inspiro Medical Ltd.
Trade sale of
company, which was
four (4) years old at
time of sale
OPKO Health
8.8X
2014
Most Valuable
Portfolio Company (2)
Asset sale, company

was five (5) years
old at time of sale
Undisclosed (2)
66.9X (3)
Notes:
(1)
Estimated return represents the multiples on the exit proceeds to our investment (net of OCS funding) in the exited
company, which comprises (i) our initial cash investment; (ii) additional investments through estimated value of the
provision of services; and/or (iii) our estimated overhead expenses incurred in supporting the exited company.
(2)
Unable to disclose due to confidentiality obligations.
(3)
Based on the estimated fair value at the point when the agreement was executed compared to our investment up
to that point in time.
Our Portfolio Companies

have their principal place of business in Israel.
Although our initial investment in a portfolio company commences at an early-stage, our portfolio
companies are currently at varying stages of development from the early R&D stage (the first
stage of development) to the exit stage. We established seven (7), eight (8) and six (6) new
portfolio companies in FY2012, FY2013 and FY2014, respectively and wrote off our investments
in six (6), three (3) and three (3) of our existing portfolio companies in FY2012, FY2013 and
FY2014 respectively. As at the Latest Practicable Date, we have 45 companies in our portfolio,
excluding the investments which we have written off.
175

The stages of growth of our portfolio companies can be broadly classified into three (3) categories:
Technology Development Stage: This comprises businesses or companies that are

typically at a very early stage of development and are focused on reaching proof of concept
and successful field or clinical tests.
Business Development Stage: Companies at this stage are generally looking to establish
commercial relationships with strategic partners, distributors or acquirers.
Revenue Stage: These companies have begun generating revenue, either through the
commercial sale of products or, in some cases, through strategic projects that could include
royalty revenue or revenue from non-recurring engineering projects with strategic partners.
In view of the fact that our portfolio companies are usually private companies, releasing detailed
information about their individual valuations could be commercially damaging when negotiating
investments or exits. However, on the whole, our ten (10) most valuable portfolio companies as
at 30 June 2015 are ApiFix Ltd., Arcuro Medical Ltd., E.T.View Medical, IonMed Ltd., Leviticus
Cardio Ltd., MediValve Ltd., NeuroQuest Ltd., Omeq Medical Ltd., Stimatix G.I. Ltd. and S.T.S
Medical Ltd., and their total estimated fair market value was approximately US$59.5 million,
representing 69.3% of our total portfolio value of approximately US$84.7 million. Please refer to
the section entitled Managements Discussion and Analysis of Results of Operations and
Financial Position Review of Financial Position of this Offer Document for details on our total
portfolio value.
As at 30 June 2015, approximately 48.6% of the aggregate value of our portfolio is attributable to
the Most Valuable Portfolio Company, which contributed approximately US$9.1 million and
US$3.9 million to the increase in the gain from change in fair value of investments in portfolio
companies during FY2014 and HY2015, respectively. In 2014, the Most Valuable Portfolio
Company entered into the 2014 Asset Purchase Agreement for the acquisition of the Most
Valuable Portfolio Companys developed product for consideration including royalties (earn-out
payments) and milestone payments, which also provided, inter alia, the third party strategic
partner a right in its discretion to discontinue the development or the marketing of the product of
the Most Valuable Portfolio Company. A decision of the third party strategic partner to exercise
such right may have a material adverse effect on our business, financial condition, results of
operations and overall portfolio value. In addition, a low level of market acceptance for the
products and services offered by the Most Valuable Portfolio Company could have a material
adverse effect on our business, financial condition and results of operations.
The table below shows all of the companies which we have established since we began operations
in September 2007 and continue to be valued for accounting purposes (1). The bottom left of the
table lists our youngest companies, which are in the early R&D stage (that is, the first stage of
development). The top of the table lists our more mature companies and our understanding as to
the progress they have made, including companies which have made exits during the Period
Under Review as well as 15 companies selling products or services (as indicated in the columns
entitled Exits (by company start date) and Commercialisation respectively). Most of the
milestones achieved and most of our exits are clustered among the older companies. We believe
the more mature companies have the potential for exits in the coming years.
176
Note:
(1)
Since September 2007, we established and incubated 60 portfolio companies, of which 16 portfolio companies were
written off and three (3) portfolio companies were acquired. The table reflects 42 portfolio companies, being the 41
portfolio companies which were not written off or acquired and E.T.View., a portfolio company which was established
prior to 2007 and that had gone public on the TASE by way of reverse merger in 2010. The table does not include
three (3) portfolio companies which were established before September 2007.
have their principal place of business in Israel. Further details of our portfolio companies
(excluding portfolio companies in which our investments have been written off) are as follows:
Trendlines Medicals portfolio companies
Name of
portfolio
company/
Year founded
ApiFix Ltd./
2011
Principal business activities

Development of a less-invasive
deformity correction system for
adolescent Idiopathic Scoliosis
patients.
177
Number of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Number of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
31.07
29.42
Name of
portfolio
company/
Year founded
Number of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Number of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
Arcuro Medical
Ltd./2013
Development of all-suture, all-inside

meniscus repair system based on a
technique in which the entire
procedure is performed inside the
joint space, using suture material only
and one entry into the joint.
50.00
45.08
ElastiMed Ltd./
2015
Development of a comfortable, easyto-wear, active compression stocking.
43.65
42.90
Endobetix
Ltd./2012
Development of a minimally invasive,

nonsurgical implant to treat type 2
diabetes and obesity that mimics the
hormonal benefits offered by Bariatric
surgery.
51.01
46.38
Escala Medical
Ltd./2014
Development of the first nonsurgical,

incision-free, mesh-free repair device
to introduce a new treatment option
for women with pelvic organ prolapse.
50.00
45.77
E.T.View
Medical (3)/2008
Development
of
VivaSight
endotracheal tubes, fully integrated
disposable
systems
that
allow
continuous airway visualisation and
ventilation for accurate placement,
without modifying the standard
Intubation procedure.
26.95
27.86
Fidmi Medical
Ltd./2014
Development of a low-profile enteral

feeding
device
to
bring
a
comprehensive solution for initial
placement,
replacement,
and
complete removal of gastronomy
tubes.
70.75
63.75
Gordian
Surgical
Ltd./2012
Development of a novel, two-in-one

Trocar with built-in closure device
that offers physicians a simple, safe,
cost-saving approach to opening and
suturing abdominal incisions for
Laparoscopic Surgery.
30.91
27.54
178
Name of
portfolio
company/
Year founded
Number of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Number of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
IonMed
Ltd./2009
Development of the BioWeld1

system for incision closure and skin
graft fixation that eliminates sutures
or staples. IonMed Ltd. is also in the
process of evaluating the effectivity of
its Cold Plasma solution in the
dermatology and wound care sectors.
31.25
28.80
LapSpace
Medical
Ltd./2011
Development of an inflatable balloon

retractor for more efficient retraction
of organs such as the intestines.
66.06
54.58
MediValve
Ltd./2010
Developing a Transcatheter Aortic

Valve Implantation (TAVI) device
designed to solve the challenge of
correctly positioning prosthetic aortic
valves.
45.42
31.66
Nephera
Ltd./2008
Development of a treatment for acute

heart failure patients by protecting
kidney
function
through
the
modulation of sympathetic nerve
activity.
22.74
18.98
NeuroQuest
Ltd./2008
Developing a blood test based on the

peripheral immune system to address
the urgent need for an accurate test
to enable early diagnosis and
treatment for Alzheimers disease.
76.09
32.24
Omeq Medical
Ltd./2011 (4)
Developing a single-use, smart

epidural needle for safe, accurate
epidural injections.
50.00
46.56
OrthoSpin
Ltd./2014
Developing a robotic external fixation

system to eliminate the dependency
on patient compliance and allow realtime follow-up.
50.00
45.77
ProArc
Medical
Ltd./2010
Developing ClearRing, a prostatic

reshaping device designed to treat
lower urinary tract symptoms due to
enlarged prostate (BPH).
32.96
28.94
179
Name of
portfolio
company/
Year founded
Number of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Number of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
SiL Vascular
Ltd./2012
Development of a drug-coated, dualballoon system to effectively open

blocked arteries and provide drugs to
the affected vessels.
45.00
36.85
Stimatix G.I.
Ltd./2009
Developed the Artificial Ostomy

Sphincter (AOS) product line, lowprofile colostomy devices that provide
voluntary bowel evacuation.
28.17
27.17
S.T.S Medical
Ltd./2013
Developing a short-term stent for

implantation
after
Functional
Endoscopic Sinus Surgery (FESS).
40.89
35.37
Vensica
Medical
Ltd./2014
Developing a catheter that delivers

ultrasound and instills drugs to the
bladder.
50.00
49.75
VisiDome
Ltd./2013
Developing
an
accommodative
intraocular lens to offer clear,
spectacle-free vision at all distances.
50.00
44.62
Notes:
(1)
Total issued shares as at the Latest Practicable Date excludes shares in respect of outstanding options and warrants
which have been granted and/or reserved by the relevant portfolio company.
(2)
Total issued shares on a fully-diluted basis as at the Latest Practicable Date includes shares which are issued
assuming that all the options and warrants granted and/or reserved by the relevant portfolio company have been
exercised.
(3)
E.T.View Medical is a publicly traded company on the TASE and the remaining shareholders are its management,
employees and public shareholders. Our Company and two (2) of our Subsidiaries, Trendlines Medical and
Misgav/Karmiel, hold approximately 18.71%, 8.18% and 0.06% of E.T.View Medical, respectively, such that the
aggregate equity interest held by our Group is approximately 26.95%.
(4)
Notwithstanding that Omeq Medical Ltd. was founded in 2011, Trendlines Medical invested in Omeq Medical Ltd. in
2013.
180

Trendlines Agtechs portfolio companies:
Name of
portfolio
company/
Year founded
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Amount of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
Advanced
Mem-Tech
Ltd./2010
Developed UF membrane based on a

Hydrophilic Polymer with higher flux
capacity (at similar quality) compared
to leading commercial membranes
reduces compression and minimises
chemical cleaning.
35.45
16.36
BioFishency
Ltd./2013
Developed a cost-effective, all-in-one

water treatment system for landbased Aquaculture. The system
operates with all different Aquaculture
methods: extensive (land ponds),
intensive (constructed ponds) and
recirculated. It enables facilities to
double production and save water
usage
while
using
installed
infrastructure.
50.00
49.75
Breezy
Industries
Ltd./2008
Developed a platform technology that

introduces
evenly
dispersed
proprietary microcapsules (filled with
safe, all-natural, health-enhancing
agents)
into
a
sugar-free
confectionery base for a range of oral
applications.
32.92
31.25
Catalyst
AgTech
Ltd./2013
Developing
a
customisable
technology with a self-destruct
mechanism for use in persistent
pesticides. The technology pairs an
appropriate catalyst with a specific
agrochemical. After serving its useful
purpose, the catalysed agrochemical
breaks down below the root zone,
eliminating or significantly reducing
soil and groundwater contamination.
69.11
64.93
181
Name of
portfolio
company/
Year founded
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Amount of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
CoreBone
Ltd./2011
Developed a highly bioactive, 100%

mineral, strong bone graft material
(dental,
orthopaedic,
spine
applications).
The
patented
technology
embeds
bioactive
minerals (e.g. silicium) into the
skeleton of corals during their growth
process, accelerating new bone
growth and providing better bone
connectivity and strength.
48.01
44.34
Eden Shield
Ltd./2012
Developed nontoxic technology for

insect control based on extracts of
medicinal plants endemic to Israel.
Leveraging beneficial characteristics
of desert plants, the biopesticide
masks the odour of the crop and
significantly lowers insect attraction,
causing insects to simply choose
feeding options in other locations.
41.87
36.54
Enolog Wise
Technologies
Ltd. (formerly
known as
Enolog
Technologies
Ltd.)/2015
Automation
industry.
wine-making
61.86
61.86
GreenSpense
Ltd./2011
Developed the Eco-Sleeve for gasfree continuous dispensing that

eliminates the need for pressurised
containers
and
enables
new
packaging materials and designs
while
maintaining
the
desired
convenient user experience.
32.61
27.08
Levgum
Ltd. (3)/1998
Developed a leading rubber

de-vulcanisation
technology
(mechano-chemical), turning rubber
recycling into an industrially proven,
commercially viable, environmentally
clean enterprise.
6.85
6.13
for
the
182
Name of
portfolio
company/
Year founded
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Amount of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
Leviticus
Cardio
Ltd./2008 (4)
Developed a wireless coplanar

energy transfer system that provides
the day-to-day power needs of
Ventricular assist devices while
avoiding complications from infection.
31.88
29.27
Liola
Technologies
Ltd./2010
Developed a technology and product

that
enables
semiconductor
manufacturing plants (FABs) to
optimise production plans and
dramatically
increase
plant
throughput.
33.79
29.81
Magdent
Ltd./2010
Developed a technology that utilises

an electromagnetic field to stimulate,
accelerate
and
improve
bone
formation and quality for shorter,
more successful dental implant
procedures.
21.78
19.41
Mantissa
Ltd./2009
Developed a miniature radar sensor

that integrates radio frequency
technologies with software and
hardware.
26.09
24.55
Metabolic
Robots
Feeding
Solutions
Ltd./2013
Developed an automatic poultryfeeding system that uses proprietary

algorithms to automatically calibrate
and dispense feed in real time,
according to actual flock demand.
45.00
42.12
MiRobot
Ltd./2011
Developing a robotic milking system

for cost-effective, high-performance
automatic milking in dairy farms of
200 cows or more.
42.27
37.54
Neopterix
Solutions Ltd./
2015
Developing
zero-residue
environmentally friendly products for
the control of fruit flies.
50.00
49.75
183
Name of
portfolio
company/
Year founded
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Amount of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
Saturas
Ltd./2013
Developing a miniature stem water

potential (SWP) sensor for automatic
irrigation
sensing
systems.
Embedded in the trunks of trees,
vines, and plants, the sensor provides
information based on statistical
analysis continuous for optimised
irrigation,
reduced
water
consumption, and increased fruit
production and quality.
49.01
46.56
Sol Chip
Ltd./2009
Developed the maintenance-free

Everlasting
Solar
Battery. The
compact battery provides energy for
the lifetime of low-power devices. The
technology provides a platform for
disruptive applications such as
precision agriculture and Internet of
Things (IoT).
15.20
12.85
Valentis
Nanotech
Ltd./2013
Developed technology that combines

nanocrystalline
cellulose
(biodegradable, transparent material
made from plant pulp waste) with
additional nanoparticles to produce
highly improved polymeric films and
compounds.
73.40
62.03
ViAqua
Therapeutics
Ltd./2014
Developing drug delivery system for

Aquaculture.
57.00
57.00
Virentes Ltd.
(formerly
known as
FuturaGraft
Ltd.)/2014
Developing a high-throughput robot

and a new, multi-rootstock grafting
technology to graft multiple plants
and automatically trim, clear, and
disinfect. The technology will replace
hundreds of workers and significantly
reduce current grafting costs.
50.00
48.50
184
Name of
portfolio
company/
Year founded
VivoText
Ltd./2008

Developed a speech engine that
comprises language analysis and
speech
generation
modules,
proprietary voice sample libraries,
and a user interface that enables
control over the mood, emphasis,
timing
and
pronunciation
of
synthesised speech.
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (%) (1)
Amount of
shares owned
expressed as a
percentage of
total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (%) (2)
29.02
26.22
Notes:
(1)
Total issued shares as at the Latest Practicable Date excludes shares in respect of outstanding options and warrants
which have been granted and/or reserved by the relevant portfolio company.
(2)
assuming that all the options and warrants granted and/or reserved by the relevant portfolio company have been
exercised.
(3)
The interest in Levgum Ltd. was acquired incidental to the acquisition of Trendlines Agtech by our Company in 2007.
(4)
Notwithstanding that Leviticus Cardio Ltd. was founded in 2008, Trendlines Agtech invested in Leviticus Cardio Ltd.
in 2010.
Misgav/Karmiels portfolio companies:
Name of
portfolio
company/
Year founded
BioSight
Ltd. (3)/1999

Developed a technology and pipeline
of cancer pro-drugs that target and
release therapeutic drugs inside
cancer cells to significantly minimise
the systemic toxicity associated with
conventional
chemotherapy
treatments.
185
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (1)
Amount of
shares owned
expressed as
a percentage
of total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (2)
6.25
5.66
Name of
portfolio
company/
Year founded
Headway
Ltd. (4)/2006

Developed Occiflex, a patented
computerised treatment table to
relieve chronic neck pain and
headache.
Amount of
shares owned
expressed as a
percentage of
the total issued
shares as at
the Latest
Practicable
Date (1)
Amount of
shares owned
expressed as
a percentage
of total issued
shares on a
fully-diluted
basis as at
the Latest
Practicable
Date (2)
4.06
3.82
Notes:
(1)
Total issued shares as at the Latest Practicable Date excludes shares in respect of outstanding options which have
been granted and/or reserved by the relevant portfolio company.
(2)
assuming that all the options granted and/or reserved by the relevant portfolio company have been exercised.
(3)
The interest in BioSight Ltd. was acquired incidental to the acquisition of Trendlines Medical by our Company in
2007.
(4)
The interest in Headway Ltd. was acquired incidental to the acquisition of Trendlines Medical by our Company in
2007.
Portfolio companies in which we hold more than 50.0% of the issued share capital
Currently, there are eight (8) portfolio companies in which our Group, through Trendlines Medical
or Trendlines Agtech, holds more than 50.0% of the issued share capital, namely Catalyst AgTech
Ltd., Endobetix Ltd., Enolog Wise Technologies Ltd. (formerly known as Enolog Technologies
Ltd.), Fidmi Medical Ltd., LapSpace Medical Ltd., NeuroQuest Ltd., Valentis Nanotech Ltd. and
ViAqua Therapeutics Ltd. (collectively, the Relevant Portfolio Companies). Please refer to the
section entitled General Information on our Group Business Overview Our Portfolio
Companies of this Offer Document for more details of the Relevant Portfolio Companies.
Our Company had, by way of letters dated 22 July 2015 and 7 October 2015, made an application
to the SGX-ST for the Relevant Portfolio Companies to be exempted (Exemption) from being
deemed as subsidiaries of our Company under the Fourth Schedule of the SFR and from being
disclosed as such in accordance with the Fifth Schedule of the SFR (Requirement) for the
following reasons, namely:
(1)
Nature of our business

Our Group is focused on creating, investing in and developing medical and agricultural
technology companies with a view towards successful exits of such portfolio companies in
the marketplace. As such, the nature of our business is one involving the incubation of, and
investment in, new companies at an early stage by providing initial funding as well as other
technology and business support in exchange for an initial equity interest of up to 85.0% in
such portfolio companies. In line with the nature of our business, the initial high level of
equity subscription in our portfolio companies is intended to maximise the investment returns
186

of our Group on an exit as its initial equity position may be diluted over time through follow-on
offerings and/or incentive options granted to the entrepreneurs and key management of our
portfolio companies. It is not the intention of our Group to leverage on its equity position to
control or manage our portfolio companies which is the responsibility of the respective
entrepreneurs and key management of our portfolio companies who are not part of our
Group. This is distinguished from the typical business model whereby a subsidiary company
is established and control is maintained for ongoing business operations.
(2)
No control over the board of directors and no control over the day-to-day operations of the
Relevant Portfolio Companies
As mentioned above, where we have entered into founders agreements or shareholders
agreements with respect to the establishment of our portfolio companies, we are entitled to
appoint representative(s) to the board of directors of such portfolio companies. However, we
do not typically have a majority of seats on the board of directors of the portfolio company.
Typically, where we hold more than 50.0% shareholding interests in a portfolio company, the
board may comprise up to five (5) directors in the following composition: two (2) directors (as
appointed by us), two (2) directors (as appointed by the entrepreneur(s)) and one (1) director
with the relevant industry experience (as appointed by the majority of the members of the
board of directors then in office). Our Group does not have the power to unilaterally amend
such board composition since it is part of the founders agreement or shareholders
agreement and any amendment thereto requires the entrepreneurs consent.
Representatives of our Group appointed to the board of directors of such portfolio company
have no power to unilaterally effect all board decisions relating to significant operating and
financing activities of the portfolio company or otherwise. In addition, we do not typically have
the right to appoint the chief executive officer and the senior management of such portfolio
company.
Consequently, although our Group holds more than 50.0% of the voting rights in each of the
Relevant Portfolio Companies by virtue of our shareholdings in each of the Relevant Portfolio
Companies, we are of the view that we have no control over the day-to-day operations of the
Relevant Portfolio Companies, and have no control over their respective board of directors,
save for LapSpace Medical Ltd. and NeuroQuest Ltd. as explained below.
(3)
Accounting treatment of our portfolio companies

For accounting purposes in our financial statements, our Company has, in accordance with
IFRS, historically treated our shareholding interests in all our portfolio companies over which
we do not exert control as investments measured at fair value instead of consolidated
subsidiaries. Please refer to the section entitled General Information on our Group
Business Overview Accounting Treatment of Our Portfolio Companies of this Offer
(4)
Business activities of the Relevant Portfolio Companies are different from that of our Group
As set out in point (1) above, our Group is focused on creating, investing in and developing
medical and agricultural technology companies with a view towards successful exits of such
portfolio companies in the marketplace. In contrast, our portfolio companies are primarily
engaged in the actual product and technology development as well as commercialisation
thereof, and each of the Relevant Portfolio Companies engages in different business
activities. Please refer to the section entitled General Information on our Group Business
Overview Our Portfolio Companies of this Offer Document for more details.
187

Based on the foregoing:
(i)
it would be prejudicial to the public interest if the exemption is not granted as the
inclusion of the Relevant Portfolio Companies in our Group as subsidiaries of our
Company will potentially be misleading to the readers of this Offer Document and
potential investors since the business activities of each of the Relevant Portfolio
Companies are fundamentally different from that of our Group;
(ii)
with reference to Section 247(2)(b) of the SFA, it would not be prejudicial to the public
interest if the exemption is granted in respect of the Requirement as:
a.
the current information and disclosure of our Company and our Subsidiaries,
namely Trendlines Medical, Trendlines Agtech and Misgav/Karmiel, in this Offer
Document reflect a true and fair view of the nature of our Groups business model
and activities which are solely conducted through our Subsidiaries;
b.
notwithstanding our application for Exemption, certain information on the Relevant

Portfolio Companies is disclosed in this Offer Document. Such information
includes (a) the name and the year founded; (b) the principal business activities;
(c) the proportion of ownership interest held by our Group; (d) the interests (if any)
of the Directors, Controlling Shareholder, Substantial Shareholder and/or their
respective associates in the Relevant Portfolio Companies; and (e) the accounting
treatment of the Relevant Portfolio Companies;
c.
our Group currently has 45 portfolio companies, and save for NeuroQuest Ltd.,
none of the Relevant Portfolio Companies represent the 10 most valuable portfolio
companies of our Group as at 30 June 2015. As at 30 June 2015, the ten (10) most
valuable portfolio companies of our Group represent approximately 69.3% of our
Groups total portfolio value, and only approximately 2.4% of the aggregate value
of our Groups portfolio is attributable to NeuroQuest Ltd.;
d.
the disclosures of our Group and the Relevant Portfolio Companies are consistent
with the current financial information of our Group under the relevant international
financial reporting standards as presented in this Offer Document which will
enable readers of this Offer Document and potential investors to make a
meaningful analysis of our Groups financial performance; and
e.
as set out above, the application for Exemption is being sought in view of the
specific nature of the business and business model of our Group, where the initial
high level of equity subscription in the portfolio companies is intended to maximise
the investment returns of our Group on an exit and is not intended for the control
or management of the portfolio companies, unlike the typical business model
whereby a subsidiary company is established and control is maintained for
ongoing business operations;
(iii) following from (i) above, if the exemption is not granted in respect of the Requirement,
our Company may be required to take certain measures in order to avoid potentially
misleading readers of this Offer Document and potential investors as to the relationship
of our Group with the Relevant Portfolio Companies. Such measures may include:
a.
negotiating with the respective founders of the Relevant Portfolio Companies for
amendments to be made to the relevant organisational and/or corporate
188

documents so as to enable our Group to have greater representation on the board
of directors and/or executive management of the Relevant Portfolio Companies so
as to exert control over the Relevant Portfolio Companies; and
b.
in the event that our Group is able to exert control over the Relevant Portfolio
Companies following from sub-paragraph (iii)a. above, undertaking additional due
diligence and review procedures and accounting processes in respect of the
Relevant Portfolio Companies so as to consolidate the Relevant Portfolio
Companies in our Groups financial information.
Given that our Company, in line with our business model, intentionally does not exert
control over the Relevant Portfolio Companies, the aforementioned measures to exert
control may be detrimental to the commercial interests of our Company and may
impede our conduct of business. Accordingly, with reference to Section 247(2)(a) of the
SFA, the cost of undertaking the measures set out above in order to comply with the
Requirement outweighs the resulting protection (if any at all in view of (i) and (ii) above)
to investors. Instead, our Company is of the view that there is no resulting protection to
be established for investors by complying with the Requirement, given that the Relevant
Portfolio Companies are investments made by our Group and are not reflective of our
Groups operating business model as an incubator.
Accordingly, in view of the considerations set out above and with regards to the provisions under
Section 247 of the SFA, our Company has requested for the SGX-ST to grant an exemption from
compliance with the disclosure requirements of the Fifth Schedule of the SFR for the Relevant
Portfolio Companies on the basis that they should be considered as investments made by our
Company as part of our Groups ordinary course of business.
To this end, the SGX-ST had on 28 October 2015 granted the Exemption on the basis that
Relevant Portfolio Companies are considered as investments made by our Company as part of our
Groups ordinary course of business, as our Company does not have control over these entities.
The Exemption is subject to (i) the Sponsors written confirmation that the Exemption will not result
in the Sponsor being inconsistent with its application of the Catalist Rules in the oversight of our
Company post-Listing; and (ii) disclosure of the Exemption and the reasons for seeking the
Exemption in this Offer Document.
The Exemption will no longer apply in respect of any of the Relevant Portfolio Companies in the
event that (i) there is a change in our Groups business model as an incubator/passive investor;
or (ii) if our Group has control over the Portfolio Companies (regardless of its equity interest).
In connection with the application for the Exemption, our Company has provided an undertaking
to the Sponsor in relation to certain post-Listing obligations. Please refer to the section entitled
General Information on our Group Post-Listing Undertaking in respect of the Applicable
Portfolio Companies of this Offer Document for more details.
Accounting treatment of our portfolio companies
In connection with the above, for accounting purposes in our financial statements, we have, in
accordance with IFRS, historically treated our shareholding interests in our portfolio companies
over which we do not exert control as investments measured at fair value instead of consolidated
subsidiaries.
189

Under Appendix A to IFRS 10 Consolidated Financial Statements:
(a)
control is defined as an investor controls an investee when the investor is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee;
(b)
power is defined as existing rights that give the current ability to direct the relevant
activities; and
(c)
relevant activities is defined as activities of the investee that significantly affect the
investees returns.
In addition, Appendix B to IFRS 10 provides examples of operating and financing activities that
significantly affect returns and the ability to direct those activities, as well as examples of
decisions about relevant activities which include, but are not limited to, the following:
(a)
establishing operating and capital decisions of the investee, including budgets; and
(b)
appointing and remunerating an investees key management personnel or service providers

and terminating their services or employment.
Appendix B to IFRS 10 further provides that, in determining whether an investor controls an

investee, the investor needs to assess, inter alia, whether it has power over the investee and has
the ability to use its power over the investee to affect the amount of the investors returns.
Accordingly, an investor that holds more than half of the voting rights of an investee has power
when:
(a)
the relevant activities are directed by a vote of the holder of the majority of the voting rights;
or
(b)
a majority of the members of the governing body that directs the relevant activities are
appointed by a vote of the holder of the majority of the voting rights.
As at the Latest Practicable Date, there are no portfolio companies over which we are able to exert
control (as such term is defined in Appendix A to IFRS 10 Consolidated Financial Statements).
With the exception of LapSpace Medical Ltd. and NeuroQuest Ltd. where our Group has a majority
representation on the board of directors, our Group is unable to appoint a majority of the members
of the board of directors for the other Relevant Portfolio Companies in which our Group holds more
than half of the voting rights (by virtue of our shareholdings). In the case of LapSpace Medical
Ltd., the investors of LapSpace Medical Ltd. hold preferred shares in LapSpace which confer upon
them certain substantive rights in relation to, inter alia, any declaration or payment of dividends
or distribution and amendments to the articles of association of LapSpace Medical Ltd. that may
adversely affect the rights and preferences of the preferred shares. In the case of NeuroQuest
Ltd., a certain lender granted NeuroQuest Ltd. a convertible loan which is convertible at any time
at the sole discretion of the said lender into shares of NeuroQuest Ltd., where upon such
conversion would result in our Groups interests in NeuroQuest Ltd. falling below 50.0% and is
therefore considered a substantive right in assessing control since our Group has no effective
ability to unilaterally make decisions which are unacceptable to the said lender. Therefore, the
representatives of our Group cannot unilaterally make decisions regarding those significant
operating and financial activities or otherwise of the Relevant Portfolio Companies. Accordingly,
we are of the view that in accordance with IFRS 10, our Group does not have control over the
Relevant Portfolio Companies, and therefore they are not consolidated in our Groups financial
statements. Please refer to the section entitled Independent Auditors Report and Audited
190

from January 1, 2015 to June 30, 2015 as set out in Appendix A of this Offer Document for more
details on the significant accounting policies, including the basis of preparation and the basis of
consolidation, applied in our Groups financial statements.
Post-Listing undertaking in respect of the Applicable Portfolio Companies
In connection with the Exemption, our Company has undertaken to the Sponsor and the SGX-ST
that, post-Listing, in relation to any of our portfolio companies in which our Company and/or our
Subsidiaries (Group) (i) control the composition of the board of directors; or (ii) control more
than half of the voting power (each an Applicable Portfolio Company and collectively, the
Applicable Portfolio Companies), our Company shall comply with the relevant Catalist Rules,
in particular, Chapter 7 (Continuing Obligations), Chapter 9 (Interested Person Transactions) and
Chapter 10 (Acquisitions and Realisations) (Undertaking).
For the purpose of the Undertaking, in the event that our Group realises value from an Applicable
Portfolio Company through (i) one (1) or a combination of exits which may include sales such as
merger and acquisition transactions, listing on public stock exchanges and other dispositions;
and/or (ii) licensing the use of the assets to third-parties or other similar arrangements where the
Applicable Portfolio Company may still retain ownership of its assets, in return for royalties,
dividends, milestone and earn-out payments or other forms of revenue which are expected to be
generated on a regular basis, such transactions should be considered in the context of our Group
and would also be considered to be in the ordinary course of our Groups business. Accordingly,
such transactions will not fall within the ambit of Chapter 10 of the Catalist Rules.
The obligations of our Company under the Undertaking shall be valid for so long as our Company
remains listed on the SGX-ST. For the avoidance of doubt, in the event that an Applicable Portfolio
Company ceases to be an Applicable Portfolio Company, the obligations of our Company under
the Undertaking shall cease to apply in relation to such portfolio company.
Interests in our portfolio companies
Steve Rhodes, our Chairman and Chief Executive Officer, currently holds 30,000 shares in
Headway Ltd., representing 1.64% of the issued and outstanding share capital of Headway Ltd.
on a fully-diluted basis, for himself, and in trust for the benefit of Todd Dollinger, our Chairman and
Chief Executive Officer. In addition, Steve Rhodes father, Richard S. Rhodes, holds 151 shares
in Stimatix G.I. Ltd., representing 0.09% of the issued and outstanding share capital of Stimatix
G.I. Ltd., on a fully-diluted basis.
Zeev Bronfeld, our Non-executive Director and Controlling Shareholder 1, (i) currently holds
directorships in three (3) of our portfolio companies, namely, LapSpace Medical Ltd., Stimatix G.I.
Ltd. and S.T.S Medical Ltd., and receives either share options or share options and service fees
as part of his remuneration; and (ii) has invested in one (1) of our portfolio companies, namely
S.T.S Medical Ltd., through M.B.R.T Developments and Investments Ltd. (M.B.R.T), a company
wholly owned by him, which holds 7,120 shares in S.T.S Medical Ltd., representing 5.04% of the
issued and outstanding share capital of S.T.S Medical Ltd. on a fully-diluted basis.
share capital.
191

In respect of LapSpace Medical Ltd., Zeev Bronfeld was granted 4,774 share options to purchase
a total of 4,774 ordinary shares in LapSpace Medical Ltd., representing 3.27% of the issued and
outstanding share capital of LapSpace Medical Ltd. on a fully-diluted basis.
As a director of Stimatix G.I. Ltd., (i) Zeev Bronfeld is entitled to a monthly service fee of US$2,500
(which is paid to M.B.R.T); (ii) Zeev Bronfeld was granted 2,320 share options to purchase a total
of 2,320 shares in Stimatix G.I. Ltd., representing 1.28% of the issued and outstanding share
capital of Stimatix G.I. Ltd. on a fully-diluted basis; and (iii) M.B.R.T was granted 2,000 share
options to purchase a total of 2,000 shares in Stimatix G.I. Ltd., representing 1.11% of the issued
and outstanding share capital of Stimatix G.I. Ltd. on a fully-diluted basis.
As for S.T.S Medical Ltd., M.B.R.T. was also granted 6,294 share options to purchase a total of
6,294 shares in S.T.S Medical Ltd., representing 4.45% of the issued and outstanding share
capital of S.T.S Medical Ltd. on a fully-diluted basis. In addition, if S.T.S Medical Ltd. were to raise
an aggregate amount of at least US$1,500,000, M.B.R.T. would receive 3,776 fully vested share
options to purchase a total of 3,776 share in S.T.S Medical Ltd.
Zeev Bronfeld also has 2,263 vested share options to purchase a total of 2,263 ordinary shares
in ApiFix Ltd., representing 1.33% of the issued and outstanding share capital of ApiFix Ltd. on a
fully diluted basis.
In addition, Amos and Daughter Investments and Properties Ltd., our Substantial Shareholder,
has invested in certain of our portfolio companies, namely ApiFix Ltd., E.T.View Medical, Gordian
Surgical Ltd. and S.T.S Medical Ltd..
As at the Latest Practicable Date, and save as disclosed above and in the section entitled
Directors, Management and Staff Directors of this Offer Document, none or our Directors,
Controlling Shareholder, Substantial Shareholder or their respective Associates has any interest,
direct or indirect, in any of our portfolio companies (excluding the portfolio companies in which our
investments have been written off).
Additional information on selected portfolio companies
To give a sense of the variety of portfolio companies that we invest in, we set out below additional
information on six (6) of our portfolio companies, that is, three (3) Trendlines Medical portfolio
companies (namely, ApiFix Ltd., E.T.View Medical and Stimatix G.I. Ltd.) and three (3) Trendlines
Agtech portfolio companies (namely, Advanced Mem-Tech Ltd., BioFishency Ltd. and Eden Shield
Ltd.).
ApiFix Ltd.
ApiFix Ltd. has developed a less-invasive system for patients with
adolescent Idiopathic Scoliosis. A miniature ratchet mechanism
captures incremental corrections performed by the patient, according
to a physical therapy regimen. Implanted through a small incision in
the patients back, the resulting surgery is significantly shorter than
the current procedure, which reduces cost, risk, and recuperation
period.
192

E.T.View Medical
The VivaSight product portfolio of disposable single- or doublelumen tubes includes fully integrated imaging/ventilation systems that
allow real-time, continuous visualisation and ventilation of the upper
airway for accurate placement for use in the operating room, the
emergency room, or the intensive care units without any
modifications to standard Intubation procedures.
The VivaSight products facilitate immediate detection of
complications due to blocker displacement caused by patient
repositioning and enable the anaesthesiologist to prevent
complications before they occur.
Stimatix G.I. Ltd.
Stimatix G.I. Ltd. has developed the Artificial Ostomy Sphincter
(AOS) product line with its AOS-1000 and AOS-C2000 products,
unique colostomy devices that provide voluntary bowel evacuation
and return control to colostomy patients.
Aesthetically designed and easy to use, the AOS products seal the
stoma and eliminate the problems inherent in wearing traditional
adhesive bags. These proprietary low-profile colostomy appliances
allow people with stoma to decide, at their convenience, when and
where to evacuate. With the AOS products, evacuation routine is
easier, quicker, and cleaner than ever. In addition, as the stoma is
hermetically sealed, skin irritation and folliculitis are eliminated.
Advanced Mem-Tech Ltd. has developed a game-changing, new
ultrafiltration (UF) membrane aimed at industrial and commercial
water treatment, point-of-use systems, and reverse osmosis pretreatment applications. Advanced Mem-Techs UF membrane, based
on a Hydrophilic Polymer, has over two (2) times higher flux capacity
compared to leading commercial membranes. This creates strong
competitive advantages: substantially lower capital and operating
expenses, smaller membrane footprint, and lower pressure
operation. Advanced Mem-Tech Ltd.s next-generation nanomaterialbased membrane has the potential to double this flux rate (to four (4)
times current flux rates), reduce compression and minimise chemical
cleaning.
193

BioFishency Ltd.
BioFishency Ltd. has developed a simple-to-operate all-in-one water
treatment system to increase yields and save resources and
expenses (water and land) and overcome two (2) key Aquaculture
challenges, namely (i) limited water availability; and (ii) the buildup of
toxic ammonia (excreted by the fish).
The BioFishency technology filters particles, oxygenates the water,
and removes ammonia to enhance water conditions to improve the
overall ability of the fish to survive, grow, and reproduce. It costs a
fraction of high-end water treatment systems and requires minimal
infrastructure and technical expertise.
After more than a year of testing at the companys pilot farm, the
BioFishency system increased yields by a factor of 2.5 times while
reducing water consumption by 85.0%.
Eden Shield Ltd.
Eden Shield Ltd.s nontoxic insect control products for crops are
based on extracts of medicinal plants endemic to Israels desert. They
contain important nutrients vital for plant health and development and
proprietary aromatic ingredients that mask plant odour and lower
insect attraction.
Eden Shield Ltd.s first product is applied to greenhouse screens or
openings, not on the plant itself. This mechanism of action does not
cause the development of resistance and allows the product to
maintain efficacy throughout the entire growing season.
The Eden Shield nontoxic crop protection and fertiliser/plant wash
products are geared for a variety of greenhouse and open field crops
and flowers.
Valuation of our portfolio companies
Under IFRS 10, both Trendlines Medical and Trendlines Agtech qualify as investment entities on
the basis that they have (i) obtained funds from one (1) or more investors for the purpose of
providing those investors with investment management services in our portfolio companies; (ii)
committed to those investors that their respective business purpose is to invest funds solely for
returns from capital appreciation; and (iii) measured and evaluated the performance of all the
investments in our portfolio companies on a fair value basis. As a result, both Trendlines Medical
and Trendlines Agtech measure the investments in our respective portfolio companies at fair value
through profit or loss in accordance with IFRS 9, Financial Instruments or IAS 39, Financial
Instruments: Recognition and Measurement. This is recorded as a line item Gain from change
in fair value of investments in portfolio companies on our consolidated statements of profit or loss
and other comprehensive income in the Independent Auditors Report and Audited Consolidated
Financial Statements of The Trendlines Group Ltd. and its Subsidiaries for the Financial Years
Ended December 31, 2014, 2013 and 2012 and the Interim Financial Period from January 1, 2015
to June 30, 2015 as set out in Appendix A of this Offer Document.
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The above investment entity exemption under the IFRS 10 does not apply to our Company, which
does not qualify as an investment entity. Under IFRS 10.33, our Company, as the parent company
of Trendlines Medical and Trendlines Agtech, is required to consolidate all entities that it controls,
including those portfolio companies controlled through Trendlines Medical and/or Trendlines
Agtech. As at the Latest Practicable Date, Trendlines Medical and Trendlines Agtech are not
deemed to be able to exercise control over any of our portfolio companies in which they have a
direct shareholding interest.
With regards to our Associated Company, E.T.View Medical, our Company, Trendlines Medical
and Misgav/Karmiel hold approximately 18.71%, 8.18% and 0.06% of the entire issued share
capital of E.T.View Medical respectively, such that the total interest held by our Group is
approximately 26.95%. In accordance with IAS 28, Investments in Associates and Joint
Ventures, our Group measures the portion of its investment held in our Associated Company,
E.T.View Medical, which is held through Trendlines Medical and Misgav/Karmiel, which are
investment entities, at fair value through profit or loss in accordance with IFRS 9 regardless of
whether Trendlines Medical and/or Misgav/Karmiel has significant influence over that portion of
the investment (IAS 28.18). The remaining portion of our investment in E.T.View Medical which is
held directly by our Company is accounted for using the equity method of accounting.
Further details of the accounting treatment of our portfolio companies (including the Relevant
Portfolio Companies) and our Associated Companies are outlined in Note 2 of the Independent
Offer Document.
Valuation methodology
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Each
portfolio company is evaluated on a fair value basis based on a variety of valuation methodologies
that includes the use of valuation models. Such valuation methodologies, as further defined below,
may include the market approach (i.e., using recent arms length market transactions adjusted as
necessary and reference to the current market value of another instrument that is substantially the
same) and the income approach (i.e., discounted cash flow analysis and option pricing models
making as much use of available and supportable market data as possible). The inputs to these
models are taken from observable markets where possible, but where this is not feasible,
estimation is required in establishing fair values. The estimates include a range of inputs,
including, inter alia, considerations of liquidity and model inputs related to items such as prevailing
growth rates in light of general market growth, discount rates, volatility, prevailing relevant
business conditions and industry trends, competitive environment and market position,
anticipated needs for working and fixed capital and historical and expected levels and trends of
operating profitability. Our Company utilised our assumptions and estimates on parameters
available when the financial statements were prepared. However, existing circumstances and
assumptions about future developments may change due to market changes or circumstances
arising beyond the control of our Company. Such changes are reflected in the assumptions when
they occur.
We typically apply the following four (4) valuation methodologies in the valuation of our portfolio
companies:
(i)
Income approach Discounted cash flow method of valuation which measures value by
reference to an enterprises expected future debt-free cash flows from business operations.
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(ii)
Market comparable approach Examines either publicly traded companies or acquisitions of

privately held companies within the same industry as the subject business entity to determine
an appropriate valuation based on market-derived multiples.
(iii) Cost approach Adopts the underlying premise that the book value or cost of an asset is
equal to its fair value.
(iv) Option pricing model (OPM) Generally accepted valuation model used in evaluating
companies with different classes of shares.
Further details of the fair value of our portfolio companies, as well as our valuation methodology
is set out in the sections entitled Managements Discussion and Analysis of Results of Operations
and Financial Position and the Independent Auditors Report and Audited Consolidated Financial
Statements of The Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended
December 31, 2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to
June 30, 2015 as set out in Appendix A of this Offer Document.
Trendlines Labs portfolio
Trendlines Labs employs a variety of business models in its process of inventing and developing
products as either the principal or in collaboration with its partners. Typically, Trendlines Labs
seeks to participate in product success through milestone payments and/or royalties from a
partner.
Trendlines Labs proactively seeks partnerships to target unmet needs in the field of medical
device. Currently, Trendlines Labs has entered into partnership agreements with The Chaim
Sheba Medical Center, Rambam Health Care Campus and Mor Research Applications Ltd. (the
technology transfer company of Clalit Health Services) in Israel. Currently, Trendlines Labs is in
negotiations with one (1) medical institution from abroad for partnership opportunities.
Once a partnership is established, Trendlines Labs meets with target departments of the hospitals
and research centres and evaluates treatment problems related to safety efficacy, cost and other
factors. When a significant clinical need that also has wide market potential is identified, the
Trendlines Labs team investigates and comes up with potential solutions. The contribution of the
hospital/research centre staff and laboratories is without remuneration until proof of concept.
When proof of concept is attained, the parties evaluate the possibility of establishing a new
company for further development and commercialisation of such concept.
Trendlines Labs is involved in development partnerships with various institutions and multinational
corporations. Trendlines Labs also has a portfolio of certain intellectual property as described
below, which are either wholly or partially owned by our Company. Please refer to the table below
which provides an overview of the respective inventions under our Trendlines Labs portfolio:
Field
Invention
Development status
Gastroenterology
Identification of critical polyps

during gastroscopy
Initial clinical trial
50.0%
Gynecology
Delaying pre-term birth
Prototype
50.0%
Infection control
Gloves to improve hand

hygiene compliance
Prototype
100.0%
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Ownership

Field
Invention
Development status
Ownership
Womens health
Uterine tissue thickness

assessment
In vitro demonstration
50.0%
Mens health
Erectile dysfunction drug

delivery device
Prototype
development
100.0%
Womens health
Urinary stress incontinence

support device
Initial clinical trial
100.0%
Mens health
Prostate cancer screening

system
Preclinical trial
100.0% (1)
Cancer diagnostics
Tissue impedance feedback

during biopsy sampling
Prototype
100.0% (1)
Mens health
Transurethral prostate flexible

needle
Prototype
100.0% (1)
Note:
(1)
Acquired pursuant to the Intellectual Property Transfer Agreement. Please refer to the section entitled General
Information on our Group Business Overview Our Business of this Offer Document for more details of the
Intellectual Property Transfer Agreement.
AWARDS AND RECOGNITION

Since the establishment of our Group in 2007, we have received the following awards and
recognition from the Israeli government and other sources:
Year
Award
2010
Trendlines Medical named Best Incubator by the OCS
2012
Trendlines Medical portfolio company, Stimatix G.I. Ltd., named Outstanding Start-Up
of the Year by the OCS
2013
Trendlines Medical portfolio company, ApiFix Ltd., named Outstanding Start-Up of the
Year by the OCS
2013
Trendlines Agtech portfolio company, Sol Chip Ltd., named Outstanding Start-Up of the
Year by the OCS
2013
Trendlines Agtech portfolio company, Sol Chip Ltd., won Best Technical Development
Award, 2013 IDTechEx Energy Harvesting & Storage and Wireless Sensor Networks
2013
Trendlines Agtech portfolio company, GreenSpense Ltd., won 1st place in the
Chemistry & Advanced Materials (Global Ideas category) and 2nd place overall,
International Cleantech Open Ideas Competition
2013
Founders of Trendlines Agtech portfolio company, Advanced Mem-Tech Ltd., awarded

Innovative Applied Engineering Research prize, Technion-Israel Institute of Technology
Board of Governors
2013
Trendlines Agtech portfolio company, Catalyst Agtech Ltd., won 2nd place, AgriVest
2013 Best Company Competition
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Year
Award
2014
The CEO of Trendlines Agtech portfolio company, Metabolic Robots Feeding Solutions
Ltd., received Prime Ministers Innovation Award by the OCS
2014
Trendlines Medical named Best Incubator by the OCS
2014
Trendlines Medical portfolio company, MitrAssist Medical Ltd., named Outstanding

Start-Up of the Year by the OCS
2014
Trendlines Agtech portfolio company, Advanced Mem-Tech Ltd., named Outstanding

Start-Up of the Year by the OCS
2014
Chairmen and CEOs of Trendlines receive Global Business Development Leadership

Award, American Society of the University of Haifa
2015
Trendlines Agtech portfolio company, Sol Chip Ltd., named Most Innovative Israeli
Start-Up, iNNOVEX Disrupt 2015
2015
Trendlines Agtech portfolio company, BioFishency Ltd., won 2nd place, AgriVest 2015
Best Company Competition
MARKETING AND BUSINESS DEVELOPMENT

Our deal flow activities are spearheaded by our Executive Officers, Nitza Kardish and Eran
Feldhay, the chief executive officers of Trendlines Agtech and Trendlines Medical respectively and
the vice presidents of our Company, who are each supported by a dedicated deal-flow manager.
Our deal flow team aims to continually identify new investment opportunities. Based on our
extensive network of relationships with entrepreneurs, inventors, technology transfer
organisations, lawyers, patent attorneys, accountants, investment bankers and venture
capitalists, we have been able to generate quality deal flow as well as undertake fund raising
activities.
We organise, host and attend industry events and conferences, such as the Annual Trendlines
Company Showcase in Israel. The most recent showcase was held in January 2015 and attracted
more than 300 attendees. At the event, 13 of our portfolio companies gave presentations about
themselves. In addition, we organise industry events for our portfolio companies in the US.
Through our marketing efforts, we were able to raise additional funds for four (4) of our portfolio
companies in March 2015. In the future, we intend to organise similar events in Singapore and
other Asian countries.
Trendlines Medical has exhibited in the Biomed conference in Israel every year since 2005. This
international conference is the leading platform in Israel for meeting with entrepreneurs, investors
and corporations from the biomedical industry around the world. In addition, Trendlines Medical
looks for other opportunities to exhibit or participate in conferences, for instance, in the past we
have participated in conferences such as AdvaMed in the US and the international Innovations in
Cardiology Interventions Conference in Israel.
In order to help promote the Israeli agritech industry in general, and the portfolio companies of
Trendlines Agtech in particular, we organise the international AgriVest Conference (AgriVest)
every 18 months, to expose Israeli and international investors to the agritech sector and its
opportunities. During AgriVest, industry leaders from around the world update participants on the
latest developments in the agritech industry, Israeli agritech start-ups present at the conference,
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and there are extensive networking opportunities. The most recent AgriVest event was held in April
2015 and was attended by approximately 300 participants from 15 countries, including more than
30 Asian participants.
Like Trendlines Medical, Trendlines Agtech also participates in many international conferences for
the purpose of promoting the incubator and its portfolio companies. To this end, Trendlines Agtech
exhibited at the triennial Kenes Agritech conference in Israel in April 2015 and the AgriBio Expo
in South Korea in July 2015.
Our Chairmen and Chief Executive Officers, Steve Rhodes and Todd Dollinger, participate in most
of these exhibitions and conferences. In addition, they are also frequent speakers at industry and
investment conferences around the world.
We believe that such events and conferences assist us in maintaining strong relationships with our
existing partners as well as cultivate relationships with new partners, which will enable us to
continue to generate quality deal flow.
We incurred marketing expenses amounting to approximately US$0.1 million, US$0.3 million,
US$0.3 million and US$0.1 million in each of FY2012, FY2013, FY2014, and HY2015,
respectively. This constituted approximately 2.7%, 4.6%, 2.8% and 4.1% of our expenses for each
of FY2012, FY2013, FY2014 and HY2015, respectively.
RESEARCH AND DEVELOPMENT
We engage in R&D activities through our own internal innovation centre, Trendlines Labs.
Our R&D team at Trendlines Labs is headed by Yosef Hazan, our chief executive officer of
Trendlines Labs, who is supported by a team of three (3) engineers. We have three (3) small scale
laboratories in our Trendlines Medical incubator facility, namely an electronics laboratory, a wet
laboratory and a mechanical laboratory. We work with sub-contractors when additional capabilities
are required to complete a project.
We currently conduct R&D activities in relation to the development of medical devices in
cooperation with various partners across diverse fields including endoscopy, urology, womens
health and cardiology. When we independently identify an unmet market need, Trendlines Labs
may engage in R&D for our own account. For instance, one (1) such concept which originated
from Trendlines Labs is a glove concept for improving hand-hygiene compliance in the healthcare
setting. Our R&D team has since developed this concept and produced prototypes.
Trendlines Labs has R&D and joint venture agreements in place with various institutions and
multinational corporations in the US, Israel and Japan, among them with US-based and
Japan-based multinational medical device companies, as well as The Chaim Sheba Medical
Center, the largest hospital in the Middle East, Rambam Health Care Campus, the largest hospital
in northern Israel and Clalit (Mor), the largest health maintenance organisation in Israel.
We incurred R&D expenses amounting to approximately US$0.9 million, US$1.2 million, US$1.1
million and US$0.3 million in each of FY2012, FY2013, FY2014 and HY2015, respectively. This
constituted 16.8%, 18.3%, 9.3% and 7.7% of our expenses for each of FY2012, FY2013, FY2014
and HY2015, respectively and 6.3%, 4.2%, 12.5% and 3.2% of our revenue for each of FY2012,
FY2013, FY2014 and HY2015, respectively. In parallel, we received R&D income of approximately
US$1.2 million, US$1.6 million, US$1.4 million and US$0.2 million for each of FY2012, FY2013,
FY2014 and HY2015, respectively. This constituted 9.0%, 5.5%, 15.9% and 2.2% of our revenue
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for each of FY2012, FY2013, FY2014 and HY2015, respectively. Please refer to the sections
entitled Managements Discussion and Analysis of Results of Operations and Financial Position
and Selected Consolidated Financial Information of this Offer Document for more details.
We do not have any policy of committing any fixed amount to R&D activities.
Moving forward, we intend to expand the activities of Trendlines Labs in several ways. In the
medical device area, we intend to invest in selected technologies that Trendlines Labs has
invented so as to accelerate their entry into the market, and also to expand our cooperation with
international partners. In addition, we are planning to add an agritech component to Trendlines
Labs activities. We are currently in discussions with several potential partners and intend to form
at least one (1) new agritech company in the near future based on the R&D work and activities of
Trendlines Labs. Please refer to the section entitled Prospects, Business Strategies and Future
Plans Business Strategies and Future Plans of this Offer Document for more details.
OUR MAJOR CUSTOMERS
Our main source of earnings is the net realised and unrealised appreciation in the value of our
investment portfolio. Accordingly, due to the nature of our business, we do not have any major
customers. While we do derive revenue from contracted R&D services to third parties, none of
these customers accounted for 5.0% or more of our revenue for each of FY2012, FY2013, FY2014
and HY2015.
Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability
are not materially dependent on any of our portfolio companies and/or customers, save for one (1)
of our portfolio companies which accounted for approximately 48.6% of the aggregate value of our
portfolio as at 30 June 2015. To the best of our Directors knowledge, we are not aware of any
information or arrangement which would lead to a cessation or termination of our current
relationship with any of our portfolio companies and/or customers. As at the Latest Practicable
Date, and save as disclosed in the sections entitled General Information on our Group Business
Overview Our Portfolio Companies and Directors, Management and Staff Directors of this
Offer Document, none or our Directors, Controlling Shareholder, Substantial Shareholder or their
respective Associates has any interest, direct or indirect, in any of our portfolio companies and/or
customers.
OUR MAJOR SUPPLIERS
Items of expense of our Group comprise mainly operating, general and administrative expenses,
marketing expenses, R&D expenses and financial expenses. Due to the nature of our business,
salaries and employee-related expenses make up the main components of our items of expense
and accordingly, none of our suppliers accounted for 5.0% or more of our items of expense for
each of FY2012, FY2013, FY2014 and HY2015.
Our Directors are of the view that, as at the Latest Practicable Date, our business and profitability
are not materially dependent on any of our suppliers. To the best of our Directors knowledge, we
are not aware of any information or arrangement which would lead to a cessation or termination
of our current relationship with any of our suppliers. As at the Latest Practicable Date, none or our
Directors, Controlling Shareholder, Substantial Shareholder or their respective Associates has
any interest, direct or indirect, in any of our suppliers.
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CREDIT TERMS
Credit terms offered to our customers
Due to the nature of our business, our Group mainly provides support services to our portfolio
companies as part of being government-franchised incubators as well as R&D services to third
parties. The fees which we charge our portfolio companies are subject to a cap limit under the
OCS regulations and the revenue derived from contracted R&D services to third parties is
immaterial to our business. Accordingly, our Group does not have any significant credit exposure
to any of our portfolio companies and/or customers.
We usually extend credit terms of up to 90 days to our portfolio companies and between 60 and
90 days to our third party customers. We generally do not require collateral.
Trade receivables turnover days
We generally bill our portfolio companies on a monthly basis. In relation to third parties whom we
provide R&D services to, we generally bill them on a project delivery basis. However, payment by
these third parties is usually within 60 days of issuing an invoice.
Our trade receivables turnover days for FY2012, FY2013, FY2014 and HY2015 are as follows:
Trade receivables turnover days (1)
FY2012
FY2013
FY2014
HY2015
90
144
145
192
Note:
(1)
Trade receivables turnover days is computed as follows:

Average trade receivables balances
Revenue
Number of days
Where:
Average trade receivables balances is based on the average of the opening and closing trade receivables
balances for the relevant financial year/period.
Number of days is defined as the number of calendar days in the relevant financial year/period.
We do not have a formal policy of evaluating the financial standing or financial condition of our
portfolio companies and/or third parties whom we provide R&D services to. We generally review
our outstanding receivables on an on-going basis. Any overdue balances and credit worthiness of
our customers are reviewed monthly by our finance team.
Credit terms granted by our suppliers
Items of expense of our Group comprise mainly operating, general and administrative expenses,
marketing expenses, R&D expenses and financial expenses. Due to the nature of our business,
salaries and employee-related expenses make up the main components of our items of expense.
Our trade payables as at 31 December 2012, 31 December 2013, 31 December 2014 and 30 June
2015 are approximately US$0.2 million, US$0.2 million, US$0.1 million and US$21,000,
respectively. To this end, trade payables turnover days is not applicable to our business as our
trade payables do not arise from trade expenses incurred.
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COMPETITION
There is competition among investors for access to investment opportunities. Competition for
investment opportunities can come from other incubators, VC funds or angel investors, and
occasionally from corporate players in our market segments. We generally compete on, amongst
other things, quality of support provided to portfolio companies, track record, reputation,
availability and scope of financial resources.
To the best of our knowledge and as at the Latest Practicable Date, (a) Trendlines Medical is one
(1) of eight (8) government-franchised incubators in Israel that invests in the medical device
sector; (b) Trendlines Agtech is the only government-franchised incubator in Israel that invests in
agricultural technology; however, a new competing incubator was established in 2015 that is
focused on food technologies and may also look at agricultural technology in the future; and (c)
there are two (2) incubators in Israel that invest in water or environmental technologies; at times,
these areas overlap with our areas of interest. Details of these government-franchised incubators
that act in our fields of investment in Israel are as follows:
Sector
Government-franchised incubators in Israel with similar

investment focus
Medical device
Alon-MedTech Ventures Ltd.

Incentive Incubator Limited Partnership
NGT V.C. 2012 Limited Partnership
RAD BioMed Accelerator Ltd.
Sanara Ventures Ltd.
Terralab Ventures Limited Partnership
Van Leer Xenia
Water/environment
Kinrot Holdings Limited Partnership

Terralab Ventures Limited Partnership
Agriculture and food
FoodTech Hub Limited Partnership
In addition, according to the OCS public announcement, in September 2015, one (1) franchisee,
namely Galil Tech Ventures, was elected in the framework of the competitive processes conducted
by the OCS for the operation of a technological incubator in the northern part of Israel whose
investment focus shall include the medical device sector.
Our portfolio companies compete for investment dollars with a large universe of early-stage
companies. Access to such investments is highly competitive. At the commercialisation stage, our
portfolio companies may experience intense competition for both market share and for the
attention of potential strategic partners.
Our Substantial Shareholder, Amos and Daughter Investments and Properties Ltd., has an indirect
equity interest of approximately 3.7% in Incentive Incubator Limited Partnership. In addition, Amos
and Daughter Investments and Properties Ltd. has investments to date in (i) 23 companies in the
medical field, including four (4) of our portfolio companies, namely ApiFix Ltd., E.T.View Medical,
Gordian Surgical Ltd. and S.T.S Medical Ltd. (and in certain of such companies, the other
shareholders may be one (1) or more of the abovementioned incubators); and (ii) (excluding our
Company) five (5) investment vehicles in the medical sector (in which two (2) of such investment
vehicles each has an equity interest in one (1) incubator respectively, including Incentive
Incubator Limited Partnership).
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To the best of our Directors knowledge, save as disclosed above, as at the Latest Practicable
Date, none of our Directors, Controlling Shareholder or Substantial Shareholder or their
Associates is related to or has any interest in any of our potential competitors listed above.
COMPETITIVE STRENGTHS
Our Directors believe that the following competitive strengths have enabled and will continue to
enable us to be a leading technology incubator in the fields of medical and agricultural
technologies:
(a)

We have cultivated an extensive network of relationships with entrepreneurs, inventors,
technology transfer organisations, lawyers, patent attorneys, accountants, investment
bankers, venture capitalists, and commercial enterprises in the medical and agricultural
technologies markets. Through our extensive network of contacts, we are able to generate
quality deal flow as well as undertake fund raising activities.
In relation to our deal flow, our network of relationships introduces 450 to 500 potential
ventures for our review annually. Approximately 45 of such potential ventures receive
in-depth attention, of which we seek to support and invest in eight (8) to ten (10) of such
potential ventures a year.
In relation to fund raising, we are also able to leverage on our network of relationships
whereby our Company has raised approximately US$25.0 million in equity since our
establishment in 2007 to support our activities. The equity rounds that our Company has
raised to date have been at increasing valuations including our most recent equity round
completed in June 2015 where we raised approximately US$1.5 million at an approximately
US$71.0 million pre-money valuation (which valuation was determined with reference to the
number of fully-diluted shares outstanding prior to such offering at the offering price of such
round).
(b)

We believe that we are a leader in providing technology and business development support
to early-stage companies in the fields of medical and agricultural technologies. In addition to
human capital, we provide, either on our own or through third party providers, our portfolio
companies with R&D support, business development support, administrative support such as
physical facilities and legal and financial services. We believe that this high level of support
allows our portfolio companies to focus on developing their technology, product and market,
thereby reducing risk and increasing the chances of success.
During their first two (2) to three (3) years of operations, our portfolio companies have offices
in one (1) of our two (2) incubator facilities. Our offices provide portfolio companies with a
comfortable space in an entrepreneurial environment. By being domiciled in one (1) of our
incubators, our portfolio companies have direct access to our extensive support structure, as
well as to shared laboratories and equipment. Having the portfolio companies in our facilities
increases our ability to monitor the companys progress and to intervene, assist and support
in both good and difficult times. The entrepreneurs of these companies also benefit from
working in close proximity with each other, which facilitates a conducive environment for
them to share ideas, brainstorm and learn from one another.
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(c)

We have a strong management team with years of experience in creating, investing in and
developing companies to exit. Our Chairmen and Chief Executive Officers are both born and
educated in the US, have lived in Israel for decades, and each has over 25 years of
experience in investing, business development as well as in introducing technologies to the
international markets including in North America and China. Our Executive Officers and key
staff are highly-skilled, some of whom hold advanced degrees in the fields of medicine,
dentistry, plant genetics, electrical engineering, biomedical engineering and business
administration. We believe that providing extensive technology and business support is a
necessity to successfully establish and grow young portfolio companies. We have assembled
a team that understands global markets and possesses the ability to bridge cultures to build
businesses. Our strong support network surrounds our portfolio companies.
Leveraging on their collective experience, our management team is able to develop and
execute exit strategies for our portfolio companies. In this regard, since our establishment in
2007, our management team has delivered a strong track record as evidenced by two (2) of
our portfolio companies, namely FlowSense and E.T.View, which have gone public on the
TASE by way of reverse mergers (FlowSense Medical Ltd. (together with its wholly owned
subsidiary, FlowSense) was subsequently acquired by a multinational corporation and
delisted from the TASE, while E.T.View Medical continues to be listed on the TASE (with
E.T.View as its wholly owned principal operating subsidiary)) and four (4) other portfolio
companies which have been acquired by or sold their assets to multinational corporations.
(d)

We initially fund our portfolio companies with what might be considered small amounts of
capital. We do this so as to be highly efficient in our use of capital. Our ability to successfully
limit the amount of capital that we put to work is predicated, in part, upon the fact that our
portfolio companies, for at least their first two (2) to three (3) years of incubation are located
in our facilities and are extensively supported by our staff.
In addition, as a result of the franchises granted to Trendlines Medical and Trendlines Agtech
by the Israeli government, we are able to leverage our portfolio investments with R&D grants
from the Israeli government through the TIP. A typical investment of approximately
US$98,000 (or NIS 375,000) made by one (1) of our OCS-franchised incubators is matched
by the government in the form of contingent grants to a new portfolio company of
approximately US$557,000 (or NIS 2,125,000). There are additional governmental funding
programmes that may be available to us and to our portfolio companies.
Following the receipt of the OCS Letter and subject to Trendlines Medical satisfying the
conditions required for the renewal of the franchise (details of which are set out in the section
Certifications and Government Regulations Extension of State/Incubator Agreement;
Renewal of Franchise of this Offer Document), a typical investment in a medical device
company under the new franchise as a peripheral incubator is expected to be approximately
US$116,600 (or NIS 450,000) matched with R&D grants from the Israeli government in the
amount of approximately US$668,400 (or NIS 2,550,000).
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(e)

Over the years, Trendlines Medical has twice been named the best incubator in Israel by the
OCS and five (5) of our portfolio companies have been named the best start-ups of the year
by the OCS. Please refer to the section entitled General Information on our Group Awards
and Recognition of this Offer Document for more details. Together with our track record of
successful portfolio companies and exits, and the events that we sponsor, we believe that we
have built a reputation as being one (1) of the best incubator organisations in Israel.
INSURANCE
We maintain insurances covering business content, property, electronic equipment, fire, third
party liability and employers liability (as applicable). We also maintain directors and officers
liability insurance for our Directors and Executive Officers, which is in addition to the
indemnification of our Directors and Executive Officers as undertaken by our Company pursuant
to the officers indemnification and exculpation agreements entered into by our Company and
each of the abovementioned parties. Please refer to the section entitled Directors, Management
and Staff Indemnification Agreements of this Offer Document for more details.
Our Directors believe that we have adequate insurance coverage for the purposes of our business
operations and we will procure the necessary additional insurance coverage for our business
operations, properties and assets as and when the need arises. However, significant disruption to
our operations or damage to any of our properties, whether as a result of fire and/or other causes,
may still have a material adverse impact on our operations or financial condition.
INTELLECTUAL PROPERTY
As at the Latest Practicable Date, save for the Trendlines name which is not a registered
trademark, our Group does not own or use any trademark, patent or other intellectual property
which are material to our business or profitability.
LICENCES, PERMITS, FRANCHISES, APPROVALS, CERTIFICATIONS AND GOVERNMENT
REGULATIONS
We are subject to all relevant laws and regulations of the countries where our business operations
are located and may be affected by policies which may be introduced by the relevant governments
from time to time. We have identified the main laws and regulations (apart from those pertaining
to general business requirements) that materially affect our operations, the relevant regulatory
bodies and the licences, permits, franchises and approvals typically required for the conduct of
our business.
Save as disclosed herein, we do not require any other material licences, registrations, permits or
approvals in respect of our operations apart from those pertaining to general business registration
requirements. As at the Latest Practicable Date, our Directors believe that we are not in breach
of any laws or regulations applicable to our business operations that would materially and
adversely affect our business operations.
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The following are the main licences, permits, franchises and approvals obtained for our business
operations in Israel:
Licence, permit,
franchise, approval
or certification
Issuing entity/
administrative
body
Franchise to operate
an industrial R&D
initiatives incubator
OCS
Franchise to operate
an industrial R&D
initiatives incubator
OCS
Entity
concerned
Expiry date
Operation of an
industrial R&D
entrepreneurship
centre under
peripheral incubator
conditions pursuant
to Director General
Directive No. 8.3
Trendlines
Agtech
30 June
2016 (1)
Operation of an
industrial R&D
entrepreneurship
centre under
incubator conditions
pursuant to Director
General Directive
No. 8.3
Trendlines
Medical
31 March
2016 (2)
Description
Notes:
(1)
In July 2015, the OCS published four (4) new competitive processes (tenders) for the election of four (4) franchisees
to establish and operate government-supported technological incubators according to Directive 8.3. The tenders are
for two (2) franchisees for the district of Tel-Aviv, one (1) franchisee for the district of Jerusalem and one (1)
franchisee for the Judea and Samaria area (the area where Trendlines Agtech is located). We intend to participate
in the competitive process covering the Judea and Samaria area for the operation of a peripheral incubator in
relation to the Trendlines Agtech franchise. The deadline for submitting the bid proposal is 21 December 2015 (or
as may be extended at the discretion of the OCS).
(2)
At present, our incubator franchise for Trendlines Medical is expected to expire on 31 March 2016. In September
2015, our Company received the OCS Letter which informed us that Trendlines Medical was elected as the winning
bidder in the competitive process for the operation of a technological incubator under peripheral incubator conditions
in national preferred regions in the district of Acre (Akko). The OCS Letter provides, inter alia, that the franchise
period of the renewed Trendlines Medical franchise is expected to commence no later than 1 March 2016. The
renewal of the Trendlines Medical franchise is subject to the satisfaction of certain conditions. Please refer to the
section entitled General Information on our Group Licences, Permits, Franchises, Approvals, Certifications and
Government Regulations Extension of State/Incubator Agreement; Renewal of Franchise of this Offer Document
for more details.
Please refer to the subsection entitled Regulatory Environment relating to Incubators below for
more information on the above franchise agreements.
In addition to the above, the following is a summary discussion of certain provisions of the R&D
Law, as well as certain, rules, regulations and directives issued by the Israeli government which
are applicable to Trendlines Medical and Trendlines Agtech and our portfolio companies with
respect to the operations of or within the framework of, government-supported technological
incubators and the grant of Israeli government funding to R&D projects operating in the framework
of TIP (the Incubators Legislation). The Incubators Legislation is intricate and detailed and the
following does not purport to contain a comprehensive description or discussion of all aspects
thereof nor an authoritative interpretation thereof. The discussion below is based upon the current
R&D Law, including reference to the recent Amendment No. 7 to the R&D Law which was adopted
by the Knesset (Israels parliament) on 29 July 2015 (which is to enter into force on 1 January
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2016), and Incubators Legislation as known to us as of the date hereof. There is no assurance that
the current R&D Law or the Incubators Legislation will not be changed due to the Israeli
Governments policy regarding support of industrial R&D and technological innovation, the
operation or support of technological incubators or the manner of interpretation or implementation
of various directives and regulations relating to the existence or operation of technological
incubators in Israel or otherwise.
The Israeli Research and Development Law
Any entity receiving funding from the OCS (including all companies within TIP) is subject to the
R&D Law. The OCS is responsible for implementing the Israeli governments policy of
encouraging and supporting industrial R&D in Israel through the R&D Law. The role of the OCS
is to assist in the development of new technologies in Israel, as a means of fostering the Israeli
economy, encouraging technological entrepreneurship, leveraging Israels science-based
resources, supporting high added value R&D, enhancing the knowledge base of Israeli high-tech
industries and promoting cooperation in R&D both nationally and internationally. Among the R&D
Laws objectives is the creation of new employment opportunities in the technology industry in
Israel through the encouragement of domestic R&D projects.
The OCS provides a variety of support programmes within the framework of directives issued by
the Director-General of the Israeli Ministry of Economy, whereby the main OCS programme
supports R&D projects of Israeli companies by offering conditional grants to companies that meet
the relevant criteria of up to 50.0% (more in some cases) of the companys approved R&D
expenditures. The governmental financial support is conditioned upon the recipients ability to
comply with certain requirements as specified in the R&D Law, the OCS rules and the specific
grant approvals, including any conditions or milestones to be complied with by the recipient
company.
Generally, if a project of a company that received grants generates revenues, such company shall
repay the grants by royalty payments from revenues generated by the sale of products and/or
services developed in the framework of the approved R&D programme. Royalties to the Israeli
government are paid at rates of 3.0% to 5.0% on the revenues deriving from the sales of products
or services developed in whole or in part using OCS grants. Although the regulations under the
R&D Law stipulate the aforesaid rates, in accordance with OCS rules, the rate typically is
increased only up to 3.5% beginning from the fourth year of repayment of the grants, unless
otherwise further increased as a result of manufacturing outside of Israel (as further detailed
below). Royalties are payable until 100.0% (or more if manufacturing is transferred outside of
Israel) of the amount of the grant (as adjusted for fluctuation in the US dollar/NIS exchange rate)
has been repaid with interest at the LIBOR, as prescribed under the R&D Law and the regulations
promulgated thereunder. The majority of our portfolio companies are required to pay royalties to
the OCS.
Many Israeli high tech companies (not just companies operating within the Incubators
Programme) receive funding from the OCS and are, therefore, subject to the R&D Law. The R&D
Law places strict constraints on the transfer of Know-How (as defined below) or manufacturing
rights abroad, and all such transfers are subject to the absolute discretion of an OCS committee
(the Research Committee) and require that any such transfer receive the prior written approval
of the Research Committee. It should be noted that restrictions regarding the transfer of
Know-How and manufacturing rights, as discussed below, continue to apply despite full repayment
of the OCS grants.
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Transfer of manufacturing rights
When submitting a grant application, the applicant company must declare the scope of
manufacturing and added value percentage in Israel with respect to the products derived from the
R&D programme. Pursuant to the R&D Law, recipients of funding from the OCS are prohibited
from manufacturing products developed using OCS grants or derived from technology developed
with OCS grants, outside Israel and from transferring rights to manufacture such products outside
of Israel, if such rate of manufacturing outside Israel exceeds the percentage declared in the grant
application. The Research Committee has discretion to permit in special cases overseas
manufacture in excess of the declared percentage. The Research Committee may condition such
overseas manufacture to comply with certain terms. In such cases, however, the rate of royalty
repayments may be increased up to a maximum royalty ceiling of 300.0% of the grant amount plus
interest, depending on the portion of the manufacturing activities that are intended to be carried
out outside of Israel. The royalty rate may also be increased by 1.0% or more depending on the
business model of the company outside of Israel. Manufacturing outside of Israel is not unusual
and a number of our portfolio companies do so.
Transfer of Know-How
According to the R&D Law all know-how (e.g. the technology) derived from the R&D performed
under an OCS approved R&D programme, and all rights deriving therefrom (e.g. intellectual
property rights underlying the know-how and technology developed) (collectively, Know-How),
will be owned by the company whose R&D programme was approved and financed by the OCS,
unless transfer of the Know-How was approved in accordance with the R&D Law. The Research
Committee may approve the transfer of Know-How between Israeli entities, provided that the
transferee undertakes all the obligations in connection with the grant, including transfer of
Know-How restrictions and royalty payments, as prescribed under the R&D Law. The R&D Law
prohibits the transfer of Know-How (other than sale of the product itself developed within the
framework of the approved R&D programme) to another person or entity outside of Israel, except
as otherwise permitted under the R&D Law. In practise, the OCS is often requested to approve
such transfers of Know-How. Pursuant to the R&D Law, the Research Committee is authorised at
its discretion, in special cases, to approve the transfer of Know-How outside of Israel subject to
receipt of certain payments according to a formula and other conditions as prescribed under the
R&D Law. The calculation of payments takes into account the scope of governmental support
received, the royalties that were paid to the OCS, the amount of time elapsed between the date
on which the technology (or related intellectual property rights) was transferred and the dates on
which OCS grants were received, the sale price, form and circumstances of transaction. In the
event the Know-How is sold to a third party abroad, the payment due to the OCS is a percentage
of the sale price for the Know-How which is determined by the ratio between the OCS funding and
the total R&D expenditures incurred by a grant recipient in performing the approved R&D
programme, and in any event no less than the amount of the grants awarded by the OCS plus
interest, less the amount of royalties paid to the OCS. The compensation paid for the transfer of
the Know-How outside of Israel is limited to a maximum of six (6) times the total amount of OCS
funds granted, and should the R&D centre related to the Know-How remain in Israel, such
limitation may be a maximum of three (3) times the total amount of OCS funds granted. There are
certain circumstances in which the Research Committee may approve transfer of Know-How
outside of Israel without requiring payments, such as transfer of Know-How in consideration for
Know-How developed outside of Israel and brought into Israel, or transfer of Know-How in the
framework of which the overseas recipient of title to the Know-How grants back to the Israeli
transferor an exclusive, irrevocable license, unlimited in time or territory, to exploit the Know-How.
Transfer of Know-How outside of Israel without proper authorisation is a criminal offence.
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Change of control
Pursuant to the R&D Law, the OCS must be notified of any change in control in the grant recipient
company. Furthermore, non-Israeli citizens or residents becoming interested parties (as defined
in the R&D Law) in the grant recipient company must execute a standard form of undertaking to
observe the provisions of the R&D Law and such change in ownership must be notified to the
OCS. The terms of certain grants may require prior approval of the OCS for any change of control.
In respect of the term interested parties above, the R&D Law incorporates the definition of
interested party as such term is defined under the Israeli Securities Law, that is, an interested
party in a body corporate refers to:
(a)
(b)
Any individual or entity who holds 5.0% or more of the issued share capital or of the voting
power in the body corporate, whoever is entitled to appoint one or more of the body
corporates directors or its general manager, whoever serves as director or as general
manager of the body corporate or a body corporate in which an aforesaid person holds 25.0%
or more of its issued share capital or of the voting power in it or is entitled to appoint 25.0%
or more of its Directors; for the purposes of this paragraph
(i)
the manager of a joint investment fund shall be deemed the person who holds the
securities included in the funds assets;
(ii)
if a person holds securities through a trustee, the trustee shall also be deemed to be
holding the said securities; for this purpose, trustee other than a nominee company
and other than a person who holds the securities only by virtue of his position as trustee
for an arrangement, within its meaning in section 46(a)(2)(f) or as trustee for the
allocation of shares to employees, as defined in section 102 of the Income Tax
Ordinance; or
the subsidiary of the body corporate, other than a nominee company.
New Amendment No. 7 to the R&D Law

Recently, on 29 July 2015, the Knesset (Israels parliament) enacted Amendment No. 7 to the R&D
Law (the Recent Amendment) which, inter alia, prescribes and regulates the establishment of
a new authority to be named the National Authority for Technology and Innovation (NATI). The
Recent Amendment shall enter into force as of 1 January 2016. According to the Recent
Amendment, the new name of the R&D Law shall be: The Law for the Encouragement of
Industrial Research, Development and Technological Innovation, 5744-1984. The aim of the
Recent Amendment is primarily to carry out a structural reorganisation of the OCS, in the
framework of which a new arm to the OCS will be created, namely NATI, which will be in charge
of implementing the government policy regarding the encouragement and promotion of innovation
in the industry. The main stated purpose of the Recent Amendment is to provide NATI with the
professional resources and flexibility that will enable it to take initiatives and more efficiently
promote technological innovation and R&D in Israel and continue the support of companies which
are engaged in technological innovation. In addition to the R&D Laws objectives as described
above, the Recent Amendment introduced new objectives to the R&D Law, as follows: the
encouragement of growth, increasing productivity and promoting technological innovation in
various fields of industry in Israel (including, the Negev and Galilee regions).
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According to the Recent Amendment, NATI will be based on the current structure of the OCS and
the Israeli Industry Centre for Research and Development (Matimop). The Chief Scientist will be
the Head of NATI as well as chairman of its two (2) executive organs: the Authority Council (the
Council) and the various Research Committees. An additional organ will be the Director General
of NATI. The members of the Council and the Research Committee will serve in the capacity of
Office Holders (as such term is defined in the Israeli Companies Law) and will be subject to the
relevant corporate governance provisions set forth in the Israeli Companies Law. NATI should be
established no later than three (3) years from the date of publication of the Recent Amendment.
The Recent Amendment states that as of 1 January 2016 all support programmes and benefits
that were granted or approved by the OCS prior to 1 January 2016 will be considered as granted
or approved by NATI. Our understanding is that (unless and until the Council will prescribe
otherwise and subject to the other provisions of the Recent Amendment) the existing provisions
relating to transfer of Know-How and manufacturing outside Israel will remain in force with respect
to benefits and funding approved or received prior to 1 January 2016.
According to the Recent Amendment, the Council will be the body authorised to establish the
various benefit routes, the principal purpose of which is the encouragement of technological
innovation in the Israeli industry and to make any changes with respect to the aforesaid benefit
routes, excluding the implementation of international agreements with multinational corporations.
The Recent Amendment defines benefits rather broadly to include grants, loans, exemptions,
discounts, guarantees as well as additional means of assistance (but excluding the purchase of
shares by NATI). Subject to certain guidelines provided in the Recent Amendment, the Council will
have extensive discretion in determining the specific characteristics of the benefit routes. These
benefit routes will be published on the internet website of NATI. Each of the Research Committees
will be in charge of one (1) or more benefit programmes as set by the Council.
The Council will have the power and discretion to determine any arrangements in the framework
of the benefit routes with respect to the ownership of Know-How and the rights deriving therefrom,
including intellectual property rights. In determining such an arrangement, the Recent Amendment
provides that high preference will be accorded to an arrangement pursuant to which a recipient of
government benefits will be required to be the owner of the Know-How developed and the rights
deriving therefrom, including the intellectual property rights; or to an arrangement according to
which the Know-How and the rights deriving therefrom, including the intellectual property rights,
will be under the ownership of a company incorporated in Israel. The Council will also be
empowered to determine the arrangements concerning the transfer of Know-How, whether within
or outside Israel, the grant of a licence by the recipient of the benefits to a third party outside
Israel, the disclosure or exposure of Know-How to third parties in Israel or abroad, as well as the
transfer of manufacturing outside Israel. The Recent Amendment provides that the Research
Committee may permit the transfer of Know-How and related rights abroad as well as the transfer
of manufacturing rights abroad under special circumstances. Accordingly, the relevant provisions
under Section 19 of the R&D Law as currently in effect relating to the transfer of Know-How and
transfer of manufacturing rights abroad as described above will be repealed.
Furthermore, the Council will have the power and discretion to set the rates and amounts of
royalties to be paid by companies that received government funding.
As at the Latest Practicable Date, the various arrangements under the authority of the Council
(when established) pursuant to the Recent Amendment, have yet to be determined. Furthermore,
at this stage, it is not possible to predict what the various types and terms of the benefit routes will
be and whether they will mirror the existing support programmes under which the OCS has been
providing government funding to date.
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Regulatory Environment relating to Incubators
General
The government of the State of Israel is focused on creating an R&D support network through
various grants and incentive programmes. The OCS of the Israeli Ministry of Economy functions
as the support arm of the Israeli government, overseeing all Israeli government sponsored support
of R&D in the Israeli industry. The objective and responsibilities of the OCS have been defined
through the R&D Law whose underlying primary purpose is to encourage investments in Israeli
based R&D projects, with the Israeli government sharing the risk inherent in such projects. The
operations of the OCS are facilitated through Israels R&D Fund, as well as a variety of
international programmes, agreements and collaborations. Its main goal is to assist the
advancement of Israels knowledge-based science and technology industries in order to promote
innovation and entrepreneurship while stimulating economic growth in Israel. Please refer to the
subsection entitled The Israeli Research and Development Law above for more information on
the R&D Law as well as the roles of the OCS.
TIP began operating in 1991. The programme was established in 1991 to support development of
innovative technological ideas into viable start-up companies after a two (2) year period at an
incubator (which period may be extended under certain circumstances). It is administered by the
OCS and its main goal is to encourage technological entrepreneurship by creating a support
system that enables new technological ideas to become companies that can develop ideas into
commercial products and raise private capital, thus, developing Israels technology industry.
Additional goals of TIP include (i) to encourage R&D in nationally strategic regions; (ii) to
encourage the transfer of knowledge and technology from academia/research institutes; and (iii)
to create an environment of technological entrepreneurship in Israel.
In 2001, the OCS started a process of privatisation of the technological incubators, through
transforming the incubators from non-profit organisations which were established according to
Directive 8.2 (as further detailed below), to for-profit organisations which operate under Directive
8.3 (as further detailed below).
The Incubators Committee of the OCS, appointed by the Director-General of the Ministry of
Economy (the Incubators Committee), according to the provisions of Directive 8.3 as in effect
till 15 March 2015, was responsible for the implementation of the relevant governmental directives
regulating the establishment and operation of the incubators under TIP. According to the revised
Directive 8.3, as of 16 March 2015 the Director-General of the Ministry of Economy appointed a
startup committee that will have substantially the same powers and authorities as the former
Incubators Committee and is charged with the implementation of Directive 8.3 (the Startup
Committee).
The government funds granted by the OCS to the project companies which are operating within
the privatised incubators either were extended by the State as a loan to the privatised incubators
(i.e., incubator franchisees) which were, in turn, invested in project companies or were and are
being extended as grants directly to the project companies. Costs of the operation and
administration of an incubator are funded by the incubator itself either through its own means
or through external financing which it raises. OCS funding may be granted to a peripheral
incubator for operating costs. A peripheral incubator is an incubator located in a national preferred
region in Israel and approved as such by the Incubators Committee or the Startup Committee (as
applicable).
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In addition to the governmental financial support, the technological incubators commit to provide
a physical, organised and professional platform, including R&D infrastructure (such as, working
space, laboratories and equipment), technological advice, business guidance, introduction to
potential investors or strategic partners and administrative assistance for commercialising R&D
projects and translating innovative concepts into commercially viable products.
The OCS requires annual reports from each incubator and the OCS audits the incubators
financial performance annually. In addition, each company that receives OCS funding is required
to provide quarterly financial reports and semi-annual qualitative reports and is, additionally,
audited by the OCS.
On 1 September 2007, the OCS granted a franchise to each of Trendlines Medical and Trendlines
Agtech to operate under the provisions of Directive 8.3. The term of the franchises was 36 months
which commenced on 1 September 2007 and ended on 31 August 2010. The franchises were
extended in September 2010 through 31 August 2013 and extended again on 1 September 2013
through 31 December 2014. In September 2014, the franchise period of each of Trendlines
Medical and Trendlines Agtech was extended till 30 June 2015. In November 2014, the franchise
period of Trendlines Agtech was extended till 30 June 2016; and in April 2015, the franchise term
of Trendlines Medical was extended till 31 March 2016.
The activities of Trendlines Medical and Trendlines Agtech, the latter of which operates under a
peripheral incubator franchise, and their portfolio companies are mainly regulated by Directive
8.3, old and new as further detailed below (Directive 8.3) issued by the Director General of
the Ministry of Economy (the Director General), and with respect to several of our portfolio
companies, admitted to Trendlines Medical and Trendlines Agtech prior to their privatisation,
Directive 8.2 issued by the Director General is applicable, as further detailed below. Our portfolio
companies act in accordance with these directives as in effect at the time of their admission into
an incubator (as may be updated, restated or amended from time to time by subsequent
directives).
In September 2015, our Company received the OCS Letter which informed us that Trendlines
Medical was elected as the winning bidder in the competitive process conducted by the OCS for
the operation of a technological incubator under peripheral incubator conditions in national
preferred regions in the district of Acre (Akko). The OCS Letter provides, inter alia, that the
franchise period of the renewed Trendlines Medical franchise is expected to commence no later
than 1 March 2016. The renewal of the Trendlines Medical franchise is subject to the satisfaction
of certain conditions, and Trendlines Medical is also required to meet certain PostCommencement Milestones. Please refer to the section entitled General Information on our
Group Licences, Permits, Franchises, Approvals, Certifications and Government Regulations
Extension of State/Incubator Agreement; Renewal of Franchise of this Offer Document for more
details.
Directive No. 8.3 of the Director General
In 2010, the Israeli government decided on a series of steps to promote high tech industries,
including changes to the Incubators Programme. The updated guidelines following the
governmental decisions resulted in new Directive 8.3 which was first published in January 2011
and was the subject of revisions and updates thereafter, with the last amended version of Directive
8.3 coming into effect as of 16 March 2015. Portfolio companies admitted to the incubator from
January 2011 are obliged to act in accordance with new Directive 8.3. As at the Latest Practicable
Date, we have 27 portfolio companies that are subject to the new Directive 8.3.
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According to new Directive 8.3, an incubator project is a project approved by the Incubators
Committee or the Startup Committee (as applicable) that is based on an R&D programme, as a
result of which new knowledge, processes or methods will be generated for the purpose of
producing a new product, or making a significant improvement to an existing product, or
developing a new process, or a significant improvement to an existing process, which all have
commercial potential. Each incubator project must be registered in Israel as a private company
limited by shares (a project company), in the framework of which the operation and
commercialisation of an incubator project shall be carried out. The project company shall be the
owner of all the knowledge and IP generated from the R&D project. The provisions and regulations
under the R&D Law regarding ownership of the knowledge (Know-how) and IP, restrictions on
transfer of manufacturing and manufacturing rights outside of Israel and restrictions on the
transfer of Know-How and IP outside of Israel, shall be applicable to a project company and to all
the Know-How and IP developed in the framework of the project company. The limitations under
the R&D Law also apply after a project company ceases to operate within the incubator and after
the government funding is fully repaid by a project company.
The key material provisions of new Directive 8.3 in its current form of 16 March 2015 include the
following:
(a)
The incubators included in the Incubators Programme shall be elected in a competitive

process, with notice of the competitive process published on the website of the Ministry of
Economy and in the printed press, according to the geographical area in which the incubator
to be located, pursuant to the rules set forth in Directive 8.3. The franchise period shall be
no more than eight (8) years from the date approved by the Incubators Committee or Startup
Committee as the date of commencement of the franchise, subject to performance-based
milestones. An existing franchisee may also participate in the competitive process, subject
to the threshold requirements referred to below. To the best of our knowledge and
understanding, we are not prohibited from participating, in the competitive bid process
conducted (if conducted) by the OCS to obtain a new franchise to operate the incubators.
(b)
The potential franchisee participating in the competitive process (including an existing

franchisee as foresaid) (the Bidder) must satisfy certain threshold conditions, including,
inter alia, the following: (1) the Bidder is an Israeli corporation (company or partnership); (2)
the Bidder, any of its shareholders or any of its affiliates shall not control more than two (2)
government-sponsored incubators; (3) the Bidder has financial resources and commitments
vis--vis the Ministry of Economy in relation to the scope and availability of funding resources
of no less than NIS 50 million, for the benefit of the incubator and project companies during
the franchise period; (4) the Bidder shall deposit with its application a bank guarantee in the
amount of NIS 250,000; (5) the Bidder has a full time professional staff including an incubator
manager, business development manager, an administrative manager and in certain cases,
a chief technology officer; and (6) the physical facilities specified by the Bidder is located in
the required geographical region and has suitable R&D facilities for at least four (4) incubator
projects during the first year of the franchise and for at least eight (8) incubator projects
commencing from the second year of the franchise.
(c)
The Startup Committee shall review and evaluate applications allocating different weight to
each specified parameter (using a points system method for evaluation and grading),
including, inter alia, the following parameters: (1) the scope and quality of experience of the
Bidders shareholders; (2) the scope and quality of the experience of the Bidders staff for the
incubator; (3) the added value of the Bidder and its shareholders preference will be given
to a franchisee consisting of more than one (1) party and their complementary capabilities;
(4) funding resources a Bidder that demonstrates financial resources, including
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commitments towards the Ministry of Economy, in an amount of NIS 150 million or more and
the highest liquidity of financial resources will receive the maximum score on this parameter;
(5) the Bidders business plan; (6) general impression of the Bidder by the members of the
Startup Committee; and (7) the Bidders performance, if it is an existing franchisee. The
elected Bidder shall be required to provide the OCS with a performance guarantee in order
to secure its obligations during the franchise period.
(d)
The project company shall be granted government funding in the form of a grant in an amount
equal to 85.0% of a project companys R&D budget as approved by the Startup Committee
(with respect to each project company, the Approved Budget), for a performance period
in the framework of the incubator of up to two (2) years (with respect to each project
company, the Performance Period). The Approved Budget will not exceed NIS 2.0 million
(of which the government funding shall not exceed NIS 1.7 million), and NIS 2.5 million (of
which the government funding shall not exceed NIS 2.125 million) for a peripheral incubator;
however, with respect to projects in specified fields of technology (such as, biotechnology,
medical device, cleantech and cyber), the Startup Committee may approve governmental
funding in an amount that will not exceed (depending on the type of project) NIS 2.550 million
(NIS 2.975 million in a peripheral incubator). The Startup Committee may extend the
Performance Period of certain project companies by up to one (1) year (that is, the third
year), subject to fulfilment of certain conditions, and subject to the OCS approval, may grant
them additional government funding during such extended period. Following the receipt of
the OCS Letter and subject to Trendlines Medical satisfying the conditions required for the
renewal of the franchise, the Approved Budget may be up to NIS 3 million with government
funding of up to NIS 2.550 million.
(e)
The franchisee, whether itself or through its shareholders, shall invest at least 15.0% of a
project companys Approved Budget (the Complementary Funding), in consideration for
shares in such project companies.
(f)
With the approval of the Startup Committee, the franchisee may also invest Complementary
Funding in additional companies that are not graduates of the incubator which were
approved in 2015 under the Director General Directive 8.23, subject to certain conditions.
(g)
The entrepreneurs percentage shareholdings in a project company shall be determined

through negotiations with the franchisee and shall be no less than 50.0% and the
franchisees shareholdings shall not be less than 20.0%. In the event that the technology of
a project company is licensed from a research institute, the research institute shall be
entitled to receive consideration with respect to the IP or know-how (such as in the form of
royalties) on account of the shares allocated to the entrepreneur provided that the total
percentage shareholdings of the entrepreneur shall not fall below 15.0%, in which case the
shareholdings of the franchisee can reach up to 85.0%. A project company may grant options
exercisable into shares to its employees, managers and entrepreneurs.
(h)
A project company shall pay royalties to the OCS on any income derived from the product
developed within the framework of the incubator project, or from any product resulting
therefrom, including ancillary services, until the full repayment of the government funding
granted to the incubator project (plus annual interest), in accordance with the R&D Law.
(i)
The franchisee shall invest no less than NIS 1,260,000 per year in order to cover the
operating costs associated with the administration of the incubator (this investment is in
addition to and independent of the Complementary Funding). In case of a peripheral
incubator, the franchisee may benefit from government funding in order to finance its
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operating costs in an amount of up to 49.0% of NIS 1,260,000 per year (i.e., NIS 617,400).
The franchisee shall be entitled to fund the fixed operating costs of the incubator in an
amount in excess of NIS 1,260,000 per annum, in which case it may collect from project
companies an amount equal to up to 20.0% of the labour costs in the Approved Budget of a
project company, provided that this amount shall not exceed such excess amount. If a
peripheral incubator realises shares in a project company, it shall transfer to the State at
least 25.0% of the consideration received until it fully repays the government funding granted
with respect to the operating expenses of the incubator together with interest.
(j)
The franchisee shall be required to comply, inter alia, with the following additional
undertakings: (1) comply with all conditions and milestones set by the Incubators Committee
or Startup Committee (as applicable); (2) present undertakings from the incubator or other
financing sources to provide the project company additional funding with respect to any
additional performance period in consideration for shares in such project company; (3)
present a written undertaking of the entrepreneur, the franchisee and the project company
regarding compliance with the R&D Law with respect to the requirement that know-how and
rights resulting from the approved R&D programme shall remain under the ownership of the
project company and shall not be transferred outside of Israel (including transfer of
manufacturing and manufacturing rights), unless the required approval in accordance with
the R&D Law has been obtained. The requirement to present such undertaking shall also
apply with respect to any foreign investor who becomes an interested party in a franchisee
or a project company; (4) obtain the prior approval of the Startup Committee for any change
the franchisee wishes to make in its initial proposal, including changes in shareholders and
their holdings in the incubator, changes in the fields of activities of the incubator and changes
in its staff; (5) during the Performance Period of a project company, obtain the prior approval
of the Startup Committee with respect to any realisation or transfer of shares in the project
company held by the franchisee or any of its shareholders; (6) obtain the advance approval
of the Startup Committee with respect to any realisation or transfer of shares in the project
company by a peripheral incubator; and (7) continue to finance and support the project
company during the period from the end of the franchise until the end of the Performance
Period of each applicable project company, in addition to the support provided by the State
of Israel, at a scope of no less than that provided during the franchise period.
Foreign Ownership of Incubators

Although we are an Israeli company, there are no restrictions on foreign ownership of an incubator
operating under Directive 8.3 (subject to the discretion of the OCS as part of its normal approval
process under Directive 8.3). It is noted that according to Directive 8.3, a non-Israeli investor that
becomes an interested party in an incubator (according to the definition in the Israeli Securities
Law, for more details of the definition of an interested party, please refer to the section entitled
General Information on our Group Licences, Permits, Franchises, Approvals, Certifications and
Government Regulations The Israeli Research and Development Law Change of control of
this Offer Document.) is required to sign a customary undertaking toward the OCS regarding the
observance of the provisions of the R&D Law.
Old Directive 8.3
The old Directive 8.3 was first published in August 2001 (as revised, restated or updated from time
to time) and applicable to our incubators and portfolio companies that were admitted to the
incubators from 1 September 2007 through 31 December 2010.
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According to old Directive 8.3, Trendlines Medical and Trendlines Agtech were granted convertible
loans by the OCS in order to fund up to 85.0% of the Approved Budgets of project companies
(each loan was granted with respect to a specific project company and is independent of all other
loans granted) (together with the applicable interest accrued thereon, the Project State Loan);
and in the case of Trendlines Agtech, an additional convertible loan was extended to the incubator
itself to cover a portion of its operating costs (together with the applicable interest accrued
thereon, the Incubator State Loan). The State was granted the option to convert the Project
State Loans and the Incubator State Loans into shares of project companies or to transfer or sell
its rights in the project companies under certain circumstances of non-payment by the franchisee.
The shares of these project companies, in such number reflecting the relative portion of the OCS
funding out of the investments of Trendlines Medical or Trendlines Agtech in the applicable project
company, were pledged in favour of the State in order to secure the obligations of the incubators
towards the OCS regarding repayment of Project State Loans. In addition, certain shares of
Trendlines Agtech in portfolio companies were pledged in favour of the State to secure repayment
of the Incubator State Loan. As at the Latest Practicable Date, we have 14 portfolio companies
that are subject to the old Directive 8.3. The terms and conditions regarding repayment of these
loans and realisation of the pledges are set forth in the amendments to the franchise agreements
of Trendlines Medical and Trendlines Agtech as detailed below.
Directive No. 8.2 of the Director General (Directive 8.2)
Some of the project companies in the Trendlines Medical portfolio and a few companies in the
Trendlines Agtech portfolio began their activity in the incubators prior to their privatisation. With
respect to these companies, the provisions of Directive 8.2 are applicable and the provisions of
Directive 8.3 do not apply thereto. As at the Latest Practicable Date, there are four (4) active
portfolio companies (that have not been written off by our Company) which are still subject to
Directive 8.2.
With respect to the performance of an incubator project under the provisions of Directive 8.2,
government funding is extended to the project company at a rate of 85.0% of the Approved
Budget. Pursuant to Directive 8.2, the project companies are obligated to pay royalties on any
income resulting from the projects, at such rates and in accordance with the rules determined by
the Incubators Committee and which were in effect at the time at which the approval for the project
was obtained until repayment of the government funding. The amount of royalties paid to the State
shall be made available to the incubator for the purpose of reinforcing its capabilities to achieve
the goals under the Incubators Programme. Furthermore, if the incubator shall have realised
shares in the project companies, it shall pay the State of Israel 25.0% of the proceeds received
(after deduction of capital gains tax), and no more than the amount of funding granted by the OCS
for the administrative operations of the incubator (the 8.2 Incubator Operations Funding), and
the remainder of the received proceeds shall be reinvested in the incubator for the purpose of
enhancing its operating budget, including investments in project companies. Such proceeds are
not counted as part of the franchisees investment (under Directive 8.3) in the operating budgets
of the incubator but are in addition thereto. The provisions relating to the repayment to the OCS
of the 8.2 Incubator Operations Funding are relevant to Trendlines Medical only.
State/Incubator (Franchise) Agreements with OCS
Each of Trendlines Medical and Trendlines Agtech (each sometimes referred to below as the
Incubator) entered into various agreements with the OCS (on behalf of the State of Israel) with
respect to operation of their respective incubators. In accordance with Directive 8.3 (in its older
form), and following extension by the OCS of the franchise term of both Trendlines Medical and
Trendlines Agtech, each of Trendlines Medical and Trendlines Agtech entered into franchise
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agreements with the OCS effective as of 1 September 2010 (as amended and supplemented).
These franchise agreements, collectively referred to herein as the State/Incubator
Agreement(s), are substantially identical, except for certain provisions relating to Trendlines
Agtech by virtue of its status as a peripheral incubator. The State/Incubator Agreement is mostly
based on old Directive 8.3; however, in January 2011 the new Directive 8.3 came into effect and
all of the project companies admitted to Trendlines Medical and Trendlines Agtech following
execution of the State/Incubator Agreements received grants directly from the OCS (instead of
Project State Loans provided to the Incubators under old Directive 8.3) and are subject to new
Directive 8.3 as detailed above. Thus, the State/Incubator Agreements should be read in tandem
with new Directive 8.3 as detailed above.
The State/Incubator Agreement sets forth numerous obligations of the Incubator pursuant to which
the Incubator undertakes, among other things, the following: (i) to adapt its premises and render
them suitable for the performance of the projects housed in the Incubator in such minimum
number as provided in Directive 8.3; (ii) to employ a full-time qualified CEO as well as business
development and administration manager; (iii) to inject from its own independent financial sources
into the Incubators business an annual amount of no less than NIS 1,260,000 per each year of
activity during the term of the agreement (the Investment Amount) and with respect to
Trendlines Agtech such financial sources shall also include governmental funding granted to
fund the operating costs of the Incubator; (iv) that any consideration received by the Incubator as
a result of realising/selling shares in project companies subject to Directive 8.2 shall be solely
used to enhance the operating activities of the Incubator and to invest in project companies; (v)
that the Incubator or its controlling shareholders shall deposit a bank guarantee in favour of the
State to secure payment of the required Investment Amount by each Incubator; (vi) to secure
financial sources for the Complementary Funding of the project companies, whether provided by
the Incubator or its shareholders; (vii) to obtain the approval of the Incubators Committee for
transfer of a controlling interest in the Incubator; (viii) to maintain proper and audited bookkeeping
relating to the Incubator activities which books and records shall be subject to inspection by the
OCS, and to provide various financial and non-financial reports to the OCS on a periodical basis;
(ix) to identify, examine and select suitable projects to operate in the Incubator; (x) to render
assistance and professional guidance services to the project companies with respect to
performance of their R&D programmes, assist them in the preparation of a business plan, as well
as to provide various administrative management services; and (xi) to comply with the provisions
of the Incubators operating programme, the provisions of the State/Incubator Agreement,
Directive 8.3 and the provisions of the Incubators Programme, as well as the conditions and
milestones laid down by the Incubators Committee.
The term of the State/Incubator Agreement was for a period of 36 months commencing on
1 September 2010 and ending 31 August 2013 (which term was extended as set forth below,
please refer to the sub-section below entitled Extension of State/Incubator Agreement; Renewal
of Franchise of this Offer Document for more details).
Amendment of the State/Incubator Agreements Repayment of Previous State Loans to
OCS
Since Trendlines Medical and Trendlines Agtech received State loans (i.e., loans relating to
project companies subject to old Directive 8.3, and with respect to Trendlines Agtech, additional
loans to finance its operating budget) from the OCS and following the publication of new Directive
8.3, both Incubators entered into amendment agreements with the OCS to establish the terms for
repayment of these loans. In consideration for the government funding provided with regard to a
project company, the State received a first ranking pledge on certain shares held by the Incubator
in a project company (with respect to which old Directive 8.3 is applicable). Accordingly, in cases
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where the investment in a project company is written off (due to failure of a project company), the
government funding for the project company will be written off as well and the pledged shares of
such project company will be available to the State of Israel.
Historically, under old Directive 8.3, the Incubator was entitled to receive up to 70.0% of the share
capital of each project company, as per the following breakdown: (i) up to 5.0% of the share capital
in return for the Incubators operating costs (the Operating Shares); 50.0% of the Operating
Shares held by Trendlines Agtech in project companies were pledged in favour of the State to
secure the Incubator State Loan (the Pledged Operating Shares); (ii) between 25.0% and
65.0% of the share capital in return for funding the project companies through the Project State
Loans (the Pledged Shares) and in return for the Complementary Funding, to the extent
provided by the Incubator itself (the Complementary Funding Shares).
Amendments to the State/Incubator Agreement entered into by each of Trendlines Medical and
Trendlines Agtech (as set forth above) provided, inter alia, the deferral of repayment of the Project
State Loans that were extended to the Incubator with respect to project companies whose projects
were submitted under the old Directive 8.3 for funding (prior to 1 January 2011).
The main terms of the convertible Project State Loans are as follows:
(1)
The Project State Loan (and the Incubator State Loan) bears interest at the rate prescribed
by the Israeli Adjudication of Interest and Linkage Law, 5721-1961.
(2)
The Incubator may sell project company shares held by it at any time, provided that from the
sale proceeds thereof it shall transfer to the State on account of repayment of the Project
State Loan in respect of that project company, the greater of the following amounts, and in
any event no more than the amount of the outstanding Project State Loan: (i) at least 25.0%
of the sale proceeds; or (ii) a proportionate share of the sales proceeds calculated by
multiplying the Project State Loan granted for a project by the ratio between the sold shares
and the total number of shares held by the Incubator in the relevant project company.
(3)
The Incubator may receive dividends with respect to project company shares held by it at any
time, provided that from the dividends which it has received the Incubator shall transfer to the
State on account of repayment of the Project State Loan in respect of that project company,
the greater of the following amounts, and in any event no more than the amount of the
outstanding Project State Loan: (i) at least 25% of the amount of dividends received; or (ii)
a proportionate share of the dividend amount received by the Incubator calculated by
multiplying the total amount of dividends received by the Incubator by the ratio between the
Pledged Shares and the total number of shares held by the Incubator in the relevant project
company.
(4)
The Incubators will repay the Project State Loan over four (4) years following the end of the
Performance Period of the project company (Repayment Date), subject to the following:
(a)
Each loan can be extended by additional one (1)-year periods from the Repayment
Date, up to the later of (i) 31 December 2014, or (ii) eight (8) years following the end
of the Performance Period of the project company.
(b)
In consideration for postponing Repayment Dates of Project State Loans when their
Repayment Dates fall due up to 31 December of a certain year, the Incubators will pay
the State of Israel, until 1 March of the following year, 1.0% of the balance of those
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Project State Loans. The total Project State Loan extension repayment amount for each
Incubator will not exceed an annual ceiling of NIS 200,000, linked to the Israeli
Consumer Price Index as of July 2011.
Any amount repaid by or for a project company will be deducted from the Project State
Loan balance and the State shall remove the lien from such portion of Pledged Shares
in the project company that is in proportion to the portion of the Project State Loan that
has been repaid.
In the event the Incubator elects not to pay off a Project State Loan balance and not to
postpone the repayment date, the Incubator will transfer its project company shares to
the State of Israel by the 1st of March of each year for each project company separately,
according to the relative portion of the Project State Loan balance out of the total
Incubator investment in the share capital of the project company and in any event such
number of shares shall not exceed the number of Pledged Shares. In consideration for
the transfer of shares of such project company the Project State Loan balance of such
project company shall be cancelled.
With respect to the Incubator State Loan, Trendlines Agtech will repay these loans according to
the following: (i) after seven (7) years from the beginning of each franchise period; (ii) upon the
sale of project company shares, Trendlines Agtech will repay to the State the amount of proceeds
it received with respect to the Pledged Operating Shares sold by the Incubator, until full repayment
of the Incubator State Loan, plus interest and the State will remove the pledge on the Pledged
Operating Shares in the relevant project company; (iii) in the event Trendlines Agtech repays the
Incubator State Loan until the date specified in (i) above, the State will remove its pledge over the
applicable pledged Operating Shares; and (iv) in the event Trendlines Agtech does not return the
Incubator State Loan until the date specified in (i) above, the State may realise its pledge on the
applicable Pledged Operating Shares.
According to the new Directive 8.3, in respect of project companies whose projects were
submitted to the OCS for funding after 1 January 2011, government funding is provided as grants
directly to the project companies (via Trendlines Medical or Trendlines Agtech, as applicable) and
are subject to royalty payments. This funding is no longer secured by a charge over the shares of
Trendlines Agtech or Trendlines Medical in such project companies.
Extension of State/Incubator Agreement; Renewal of Franchise
Effective as of September 2013, each of Trendlines Medical and Trendlines Agtech entered into
an agreement extending the term of the State/Incubator Agreement (each, an Extension
Agreement and collectively the Extension Agreements). Pursuant to the Extension
Agreements, the term of the State/Loan Agreement was extended from 1 September 2013 and
until the lapse of the continued support period (i.e. the period of time from the end of the franchise
period until the end of the Performance Period for the last project company). The franchise period
was extended by an additional period of 16 months commencing on 1 September 2013 and ending
on 31 December 2014. Each of Trendlines Medical and Trendlines Agtech undertook to provide a
bank guarantee to secure its obligations towards the State, Trendlines Medical in the amount of
NIS 1,260,000 and Trendlines Agtech in the amount of NIS 642,600 which bank guarantees shall
remain in effect until 30 June 2017.
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Due to delays in publishing a new competitive process with respect to the Acre district, on
4 September 2014 the OCS approved the extension of the franchise period for Trendlines Medical
until 30 June 2015 and on 16 April 2015 the OCS approved an additional extension of the
franchise period until 31 March 2016.
In July 2015, Trendlines Medical participated in and submitted its bid proposal in relation to the
competitive process (open tender) for a franchise to establish an incubator in the district of Acre
(Akko). In September 2015, our Company received the OCS Letter which informed us that
Trendlines Medical was elected as the winning bidder in the competitive process for the operation
of a technological incubator under peripheral incubator conditions in national preferred regions in
the district of Acre (Akko). The renewal of the Trendlines Medical franchise is subject to the
satisfaction of certain conditions which include, inter alia, the following: (i) procuring the amount
of NIS10 million with sufficient liquidity, to the satisfaction of the Startup Companies and
Incubators Programme (this amount will be in addition to and shall not be part of the amount set
out in the bid proposal of NIS 51.8 million to be made available by Trendlines Medical and/or our
Company for the benefit of the incubator and/or the amount of NIS10.5 million presented as the
total amount of obligations of our Group in relation to the current operations of Trendlines Medical
and Trendlines Agtech); (ii) the franchise period shall commence no later than 1 March 2016
(Franchise Period Commencement Date); (iii) the submission of certain documents such as
the franchise agreement to be entered into with the State of Israel, in accordance with the rules
of the Incubators Programme, a signed performance guarantee and a signed current operating
budget for the franchise period, no later than 1 February 2016, and in any event, at least one (1)
month before the Franchise Period Commencement Date (collectively, the Trendlines Medical
Franchise Renewal Conditions). To this end, the Trendlines Medical franchise will be renewed
upon the satisfaction of the Trendlines Medical Franchise Renewal Conditions.
In addition, Trendlines Medical is required to fulfil certain milestones, which include, inter alia, (i)
within a period of 24 months from the Franchise Period Commencement Date, the operation of at
least six (6) project companies within the incubator and demonstration of additional fundraising by
Trendlines Medical and/or our Company for the benefit of incubator operations in the amount of
at least US$10 million with sufficient liquidity, to the satisfaction of the Startup Companies and
Incubators Programme; (ii) within 48 months from the Franchise Period Commencement Date, the
operation of at least 12 project companies; and (iii) within 72 months from the Franchise Period
Commencement Date, the operation of at least 18 project companies. To this end, the Startup
Committee is authorised to set further milestones, as necessary. The Startup Committee also has
the authority to cease the franchise granted to the franchisee, in the event that the franchisee fails
to comply with the milestones set for it.
The Startup Committee noted that the election of Trendlines Medical as the winner is mainly based
on the extensive past experience of our Company in the operation of a technological incubator in
the medical field as well as on its commitment to continue providing vast and diverse support to
project companies.
Due to delays in publishing a new competitive process with respect to the Judea and Samaria
area, on 4 September 2014 the OCS approved the extension of the franchise period for Trendlines
Agtech until 30 June 2015 and on 13 November 2014 the OCS approved an additional extension
of the franchise until 30 June 2016.
In July 2015, the OCS published four (4) new competitive processes (tenders) for the election of
four (4) franchisees to establish and operate government-supported technological incubators
according to Directive 8.3. The tenders are for two (2) franchisees for the district of Tel-Aviv, one
(1) franchisee for the district of Jerusalem and one (1) franchisee for the Judea and Samaria area
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(the area where Trendlines Agtech is located). We intend to participate in the competitive process
covering the Judea and Samaria area for the operation of a peripheral incubator in relation to the
Trendlines Agtech franchise. The deadline for submitting the bid proposal is 21 December 2015
(or as may be extended at the discretion of the OCS).
We believe that that the following factors increase our likelihood of being elected as the winning
bidder in respect of the Trendlines Agtech franchise: (1) our track record of follow-on raises and
exits; (2) our strong and highly-skilled team; (3) the various recognitions that we and certain of our
portfolio companies have received from the OCS, including (with respect to Trendlines Medical)
twice having been awarded the Best Incubator award; (4) our broad international investor base;
(5) our network of international contacts; (6) the quality of our physical facilities; (7) the peripheral
location of our Trendlines Agtech incubator reduces the competition for its franchise; and (8) the
Startup Committee can (at its discretion) award up to 10 additional points to existing incubator
operators in recognition of their track record. However, the renewal of our Trendlines Agtech
franchise is beyond our control and is dependent on many factors some of which are discretionary
and highly dependent on competing applications and there is no assurance that we will be
successful in renewing our Trendlines Agtech franchise.
In the event we are unable to renew our franchises, whether due to the non-satisfaction of the
Trendlines Medical Franchise Renewal Conditions or the failure to be elected as the winning
bidder for the Trendlines Agtech franchise or otherwise, we will not be able to receive TIP funding
for new companies entering our incubators.
Notwithstanding, even if we fail to renew both franchises, this will not affect our existing portfolio
companies that are in our incubators and we will continue to hold shares in such companies in
accordance with the above relevant provisions. Such portfolio companies will continue to receive
benefits under the Incubators Programme for the two (2) year incubation period, and with respect
to future portfolio companies, we expect that they will have access to other OCS R&D
programmes as described below. However, the loss of the incubator franchises may have a
material adverse impact on our business, financial condition, results of operations and prospects.
While the TIP offers us significant leverage on our investments, there are additional OCS funding
programmes that offer significant, leverage opportunities. In the event that we do not renew one
(1) or both of our franchises, we believe that we will be able to have access to other funding
programmes (for instance, the OCS 8.23 programme), which (if granted) are expected to provide
for grants in the amount of 50.0% of the approved R&D expenses (and with respect to companies
operating R&D projects in designated preferential peripheral areas, additional 10.0% grants)
compared with 85.0% funding under the TIP. As a result, it would cost us approximately
US$160,000 more per portfolio company that we establish, or approximately US$640,000 per
incubator per year, assuming that each incubator establishes four (4) portfolio companies a year.
Other Sources of OCS Funding
Apart from the TIP and the grant of general industrial R&D grants, the OCS offers a range of other
governmental support programmes which our portfolio companies can avail themselves of,
subject to the satisfaction of certain prerequisites and conditions, including:
Directive 8.23, which regulates funding aimed towards early-stage companies including (but
not only) companies that received prior funding in the framework of the Incubators
Programme. Under Directive 8.23, OCS typical grants equal 50.0% of the approved R&D
expenditures (and companies operating R&D projects in designated development areas are
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entitled to additional 10.0% grants), not to exceed an amount of NIS 5 million for a 24 month
period. A company must satisfy certain pre-requisites before becoming eligible for a grant
under Directive 8.23.
There are international cooperation support programmes in R&D that may be pursued
enabling joint R&D programmes between our portfolio companies and foreign counterparts.
In this framework, two (2) nations contribute a predetermined sum to a binational foundation
intended to support cooperative projects. Countries which have established bi-national funds
with Israel include USA, Canada, Korea and Singapore. The Singapore-Israel Industrial R&D
Foundation (SIIRD) is a cooperative venture between the Singapore Economic
Development Board and the OCS to promote, facilitate and support joint industrial R&D
projects between companies from Singapore and Israel. SIIRD may fund up to 50.0% of
approved costs of joint R&D projects Total grants for the project may reach a ceiling of
US$1,000,000 but may not exceed US$500,000 for any one year. SIIRD does not require
equity or collateral and companies retain full intellectual property rights.
Certain Regulatory Aspects Related to Trendlines and its Portfolio Companies

Our medical device portfolio companies are engaged at varying stages, in R&D, including clinical
trials, manufacturing, and marketing of products. These products and the export thereof are
subject to the supervision and monitoring of governmental and regulatory authorities and
agencies in various countries.
In general, our portfolio companies in the medical device field are required to satisfy regulations
and standards, including the US Food and Drug Administration (FDA) clearance, European CE
conformity marking, ISO standards, Good Manufacturing Practice (or Quality System Regulation)
and additional regulations and standards to ascertain the quality of the products, their safety and
efficacy.
In addition to regulations in the US, the EU and Israel, our portfolio companies are or may be
subject to a variety of other regulations governing clinical trials, animal trials, pre-marketing
approvals, commercial sales and distribution of products in various countries and/or regions of
such countries. Whether or not our products and our portfolio companies products receive
clearance from the FDA, approval of such products must be obtained by the equivalent regulatory
authorities, if any, of countries other than the US before they can commence marketing of the
product in such countries. The approval process varies from country to country, and the time may
be longer or shorter than that required for FDA clearance. The requirements governing the
conduct of clinical trials and product licensing vary greatly from country to country and are subject
to change.
Israels Ministry of Health (MOH), which regulates medical testing, has adopted protocols that
correspond, generally, to those of the FDA and the European Medicines Agency, making it
comparatively straightforward for studies conducted in Israel to satisfy FDA and European
Medicines Agency requirements.
Related Legislation
From time to time, legislation is drafted, introduced and passed in governmental authorities that
could significantly change the statutory provisions governing the approval, manufacturing or
marketing of medical device products developed by us or our portfolio companies. In addition,
regulations and guidance are often revised or reinterpreted by authorities in ways that may
significantly affect our and our portfolio companies business and products. We cannot predict
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whether such legislative changes will be enacted, whether regulations, guidance or interpretations
will change, or what the impact of such changes, if any, may be. We and our portfolio companies
may need to adapt our and their business and products to changes that occur in the future.
Clinical Testing in Israel
To conduct clinical testing on humans in Israel, authorisation must first be obtained from the ethics
committee and general manager of the institution in which the clinical studies are scheduled to be
conducted, as required under the Guidelines for Clinical Trials in Human Subjects implemented
pursuant to the Israeli Public Health Regulations (Clinical Trials in Human Subjects), 1980 as
amended from time to time, and other applicable legislation. These regulations require
authorisation by the institutional ethics committee (i.e., a committee established pursuant to the
Declaration of Helsinki on human research ethics) and general manager as well as from the MOH,
except in certain circumstances, and in the case of genetic trials, special fertility trials and
complex clinical trials, an additional authorisation of the MOHs overseeing ethics committee. The
institutional ethics committee, among other things, evaluates the anticipated benefits that are
likely to be derived from the project to determine if the risks and inconvenience to be inflicted on
the human subjects are justified in the circumstances, and the committee strives to ensure the
existence of adequate protection for the rights and safety of the participants as well as the
accuracy of the information gathered in the course of the clinical testing. Our portfolio companies
in the field of medical device are and will continue to be required to obtain authorisation from the
ethics committee and general manager of each institution in which they conduct or intend to
conduct their clinical trials in Israel, and in certain cases, from the MOH.
Medical Device Registration in Israel
Medical products, whether they are manufactured in Israel or imported, are subject to registration
with the MOH. The Israeli Medical Equipment Law, 5772-2012 regulates the use, import,
marketing and distribution of medical equipment in Israel. Medical equipment is any instrument
used for medical treatment, including, any accessory, chemical material, biological or
technological product, software, etc., except for medication. In Israel medical devices are
regulated by the Unit of Medical Device and Accessories under the MOH, known as the AMAR
unit. AMAR is responsible for registering and supervising medical equipment in Israel and
monitoring the marketing of medical devices in Israel. In order to be registered with the AMAR unit,
the medical device needs to comply with at least one of the following two conditions: (i) AMAR has
examined and approved its effectiveness and quality, or (ii) the medical device complies with the
standards of, and is marketed, in a recognised Western country. Manufacturers that have already
obtained approval for their devices in those markets can leverage those registrations to satisfy
most of Israels medical device regulatory approval requirements. Certain medical devices also
require the Standards Institution of Israel (ISI) validation and certification in order to ensure
product quality and safety.
Israel Ministry of Environmental Protection Toxin Permit
In accordance with the Israeli Hazardous Substances Law, 5753-1993, the Ministry of
Environmental Protection is required to grant a permit in order to use toxic materials. Because
certain of our portfolio companies utilise toxic materials in the course of operation of their
laboratories, they are required to apply for a permit to use these materials.
223

Regulatory Framework in the field of Agricultural Technology
Our portfolio companies in the field of agricultural technology are subject to various legal and
regulatory requirements as well as to the supervision and monitoring of various governmental and
regulatory authorities and agencies (such as the Plant Protection and Inspection Services and
Veterinary Services, both units within the Israeli Ministry of Agriculture and Rural Development),
including local and international standards, organisations and institutions, in connection with their
R&D activities, production and marketing of products and services. The regulatory process and
compliance with applicable standards depends mainly on the subfield in which a particular
portfolio company operates. These include, among others, R&D of pesticides for agricultural
purposes, water desalination, automation of farming systems and procedures, monitoring plant
growth, etc. Obtaining required approvals, permits and licenses is or might be a time consuming
process involving the conduct of various tests and examinations and entailing associated
expenditures.
As at the Latest Practicable Date, to the best of our Directors knowledge and belief, our Group
has obtained all material certifications, approvals and licences necessary for our current
operations.
PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, we do not own any property and our Group leases the following
properties:
Lessee
Location
Trendlines
Medical
Misgav
Industrial Park
17 Tchelet
Street
M.P. Misgav
2017400
Israel
(Misgav
Property)
Approximate
gross floor
area (sq m)
1,406 (to be
increased to
1,550 sq m
as of
1 September
2015)
Tenure
15 November
2009 to
14 November
2018 (with an
option to renew
the lease for
24 additional
months, until
14 November
2020, or
another option
to renew the
lease for an
additional
period of 36
months until
14 November
2023)
224
Approximate
monthly rental
Description
of use
US$11,408 (to
be increased to
US$12,586 as
of 1 September
2015) plus
management
and security
fees to the
Misgav
Industrial Park
Management for
the amount of
approximately
NIS 15,000 per
year
Offices of
Trendlines,
Trendlines
Medical,
Trendlines
Labs and
portfolio
companies
Landlord
Even
Zahav
Holdings
Ltd.
Lessee
Location
Trendlines (1)
4 Bezalel
Street
Ramat Gan
5252104
Israel
(Ramat Gan
Property)
Approximate
gross floor
area (sq m)
Approximate
monthly rental
Description
of use
Office No. 1 (2): Office No. 1:

132.4
11 April 2011 to
30 April 2016
Office No. 2 (3): (with an option
110
to renew the
lease for 24
additional
months, until
30 April 2018)
Office No. 1:
NIS 11,261,
including
electricity
costs and
management
fees
Offices
Regev
Capital
Ltd.
834
NIS 20,016,
plus
management
and security
fees of about
NIS 3,600 per
month to the
Gush Etzion
Industrial Park
Management (5)
Offices of
Trendlines
Agtech and
its portfolio
companies
Rami
Betzalel
Tenure
Landlord
Office No. 2:
NIS 8,575,
including
Office No. 2:
28 May 2013 till electricity
30 April 2016
costs and
(with an option
management
to renew the
fees
lease for 24
additional
months, until
30 April 2018)
Trendlines
Agtech (4)
13 Nachal
Naamanim St.
Industrial Park
Gush Etzion
1 December
2012 to
30 November
2015 (with an
option to renew
the lease for 96
additional
months, until
30 November
2023)
Notes:
(1)
Trendlines obligation under the lease agreement in relation to the Ramat Gan Property is secured by a bank
guarantee of NIS 50,000 procured by Trendlines in favour of the landlord of the Ramat Gan Property, Regev Capital
Ltd. As additional security, Trendlines also gave a promissory note of NIS 24,750 for three (3) months rent.
(2)
As shown and demarcated in the design plan attached as Annex A to the lease agreement dated 11 April 2011 in
relation to 4 Bezalel Street, Ramat Gan, 5252104 Israel.
(3)
As shown and demarcated in the design plan attached as Annex A to the lease agreement dated 28 May 2013 in
relation to 4 Bezalel Street, Ramat Gan, 5252104 Israel.
(4)
Pursuant to the lease agreement, Trendlines Agtech is required to bear a portion of the cost of the construction of
the offices and the financing expenses required to fund the construction. In this regard, Trendlines Agtech has
pledged 75 ordinary shares in the capital of Levgum Ltd., representing 6.13% of the issued share capital of Levgum
Ltd., to secure its obligations to cover the construction costs. As at the Latest Practicable Date, NIS 75,000 of the
construction costs remains outstanding from Trendlines Agtech.
(5)
Pursuant to the lease agreement, if Trendlines Agtech elects to exercise its right to extend the lease period, beyond
20 November 2015 for an additional two (2) years, Trendlines Agtech shall pay additional monthly fee of NIS 25,000
up to a maximum of NIS 600,000.
Our fixed assets consisting of furniture and fittings, office equipment and computers had a net
book value of approximately US$0.56 million as at the Latest Practicable Date.
To the best of our Directors knowledge and belief, there are no regulatory requirements that may
materially affect our Groups utilisation of our tangible fixed assets.
225
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS

INDUSTRY OVERVIEW
The following section has been extracted from the Market Research Report. While the Market
Researcher has provided its consent to the inclusion of its name and all references thereto and
the Market Research Report in the form and context in which they are included in this Offer
Document, the Market Researcher has not provided its consent to the inclusion of the information
extracted from the Market Research Report as set out in the following section, and is therefore not
liable for such information under Sections 253 and 254 of the SFA. While we and the Sponsor,
Issue Manager and Placement Agent have taken reasonable steps to ensure that the information
from the Market Research Report is reproduced in its proper form and context, and that the
information is extracted accurately and fairly from the Market Research Report, none of us and the
Sponsor, Issue Manager and Placement Agent or any of our/their respective affiliates or advisors
have conducted an independent review of the information or verified the accuracy or
completeness of such information. Please refer to the Market Research Report as set out in
Appendix G of this Offer Document for the full text of the Market Research Report.
The development of Israels high-tech industry and the high-tech ecosystem
The Israeli high-tech industry is considered to be one of the most innovative technology industries
in the world. The industry emerged as a result of the growing demand for information and
communications technology (ICT) technologies combined with the unique characteristics of the
local market. Since the mid-90s the lsraeli high-tech industry has become the most significant
growth engine of the local economy and currently accounts for 20.0% of Israels business sectors
Gross Domestic Product (GDP).
The Israeli high-tech industry is comprised of a large number of start-up companies which operate
in the fields of ICT, life sciences and cleantech. The local start-up companies number in the
several thousands, making Israel one (1) of the worlds largest centres for high-tech entrepreneurs
as well as the country with the highest concentration of start-ups per-capita in the world.
Israeli R&D activity increased from US$4 billion in 1993 to US$11 billion in 2013. As a result, Israel
is ranked as a leading country in various high-tech related indices including the Global Innovation
Index, the Global Competitiveness Index and the Bloomberg Innovation Index, where Israel is top
rated in innovation, R&D base, research institutions and human capital segments. Furthermore,
Israel has the worlds second highest rate of R&D expenditure as a percentage of GDP.
The high-tech ecosystem
The Israeli high-tech industry ecosystem is based on the local entrepreneurial human capital,
venture capital funding, governmental funding and the Office of Chief Scientist (OCS) support.
The high concentration of quality labour knowledge, innovation and start-ups has attracted
multi-national companies to Israel that often acquire and invest in Israeli high-tech companies.
Following these transactions, the acquired companies are often converted to a local R&D centre
of the international corporation. These R&D centres significantly contribute to the local economy
through various aspects including, providing employment stability, reciprocal procurement, the
employment of low-tech employees, development of peripheral areas and the transfer of
know-how to the local industry.
226

The high-tech companies in Israel are primarily funded by local and foreign venture capital funds
(VC). These VCs play a significant part in the local ecosystem and have contributed to the
development of the Israeli high-tech industry. There are currently more than 50 VCs operating in
Israel. It should be noted however, that approximately 85.0% of total capital raised by Israeli VCs
is from foreign investors.
Other investors in the high-tech industry in Israel include venture arms of multi-national
companies (corporate venture capital), targeted investment entities (for example, OrbiMed
Advisors LLC, the worlds largest life sciences investment fund) and private angel investors.
The number of Israeli companies completing seed and first rounds of investments has increased
in recent years. Between 2002 and 2012, approximately US$16 billion was invested in Israeli
high-tech companies by Israeli and foreign venture capital investors.
The Israeli Government plays a significant role in promoting R&D activity, usually through taxation
benefits, incentives and the removal of regulatory barriers. To this end, the Israeli venture capital
industry was developed as a result of a government initiative, for example, the Yozma Plan, a
government fund which leveraged financing from foreign corporations and institutions. The Yozma
Plans results were extraordinary, with nine (9) out of the 15 Yozma companies having conducted
an IPO or been acquired.
The OCS is the governmental entity responsible for implementing the R&D support in Israel
through the Israeli Law for Encouragement of Industrial Research and Development. The OCS
provides a variety of support programmes for grants of up to 50.0% of approved expenditures;
however, the R&D Law limits the transfer of know-how and manufacturing outside of Israel. An
important initiative managed by the OCS is the Technological Incubators Programme. The
incubators concept is to transform innovative technological ideas that are too risky for private
investments into viable start-up companies.
Overview of Medical Technologies
A medical device is an instrument used to diagnose, prevent, or treat disease and does not
achieve its purposes through chemical action within or on the body. The term medical device
covers a vast range of products, ranging from synthetic skin to artificial valves, sophisticated
surgical tools, imaging equipment and much more. As such, the medical device industry, which is
a segment of the life science industry, is constantly evolving.
The global medical device industry is made up of more than 27,000 firms worldwide, employs
approximately one (1) million people, and is estimated to generate US$361 billion in revenues.
The forecasted growth rate of this industry is estimated at 3.0% annually with an expected market
size of US$427 billion in 2018. The US and European markets are considered to be the largest
medical device markets.
The Israeli life science industry (including the medical device segment) is a dynamic and
fast-growing industry which exports US$1.85 billion annually. There are currently more than 720
local medical device companies and dozens of new companies are established every year. The
life science industry in Israel primarily stems from the research performed in academic universities
and research institutions with life science related research representing approximately 50.0% of
the civilian research activities in Israel. In addition, Israel has one (1) of the highest concentrations
of scientists per capita in the world (that is, 145 per 10,000 persons).
227

Medical technologies trends and developments include:
Ageing global population Population ageing is a common phenomenon in many parts of the
globe, especially in more developed nations.
Growth of emerging markets In recent years, the economies in Brazil, Russia, India and
China have developed rapidly.
Increase in regulatory oversight should trigger more M&A opportunities Medical insurance
reimbursement reductions make the development of new technologies more expensive at the
same time that they need to be less expensive for end-users.
Healthcare will become more connected to daily life through the growth of mobile and social
health solutions An increase in mobile health technologies is empowering patients with
more transparent information and more control over their health.
Overview of Agricultural Technologies

Agricultural technology (agritech) spans a range of sectors from traditional agricultural products
such as irrigation, fertilisers and machinery to food processing and packaging. The worlds rapidly
expanding population, dwindling natural resources and climate change have resulted in a greater
demand for agricultural innovation.
Changes in the agritech market are mainly focused on technology and biotech (rather than food)
as well as the growing use of global positioning satellites (GPS), aerial images, big data, cloud
services, sophisticated sensors, predictive analytics, advanced farm equipment and even drones.
The agritech VC space emerged as one (1) of the hot spots of 2014. In 2014, 41 US companies
active in technological innovations along the food and agriculture value chain raised over US$570
million. Large agriculture corporations have also developed their own venture arms to take part in
this innovation wave.
Since its establishment, the agricultural sector has been one (1) of the most significant segments
in Israels local economy. The difficulty in growing crops created demand for the development of
new solutions. Accordingly, Israel became a leader in agricultural technologies such as irrigation,
crop protection and seeds. Furthermore, the Agricultural Research Organisation (the Volcani
Institute), an Israeli government research institute, has earned a reputation as a global leader in
agricultural technologies.
In addition, Israel is also a world leader in developing technologies focused on food security. For
example, dairy cows in Israel are the most productive in the world. The local industry has also
developed advanced systems for herd management, biological pest, genetically stronger seeds,
plants and crops, technologies for extending the shelf life of fresh products and fish farming
solutions.
There are currently 370 companies in the local agritech industry divided into the following
sub-segments: crop protection, irrigation, water and seeds. As of 2015, between 20 and 30
companies are suited for a first round of financing. The total amount of investment needed is
valued at US$50 million.
228

Israeli agritech companies have achieved international recognition for the quality of their
agriculture technologies and have attracted the attention of acquirers and investors worldwide:
Major transactions included the following acquisitions: the acquisition of the remaining 50.0%
of NaanDanJain Irrigation Ltd for US$35 million, the acquisition of a controlling share in
Algatechnologies Ltd. for an estimated US$50 million, the acquisition of Rosetta Green for
US$35 million, and the acquisition of SCR Engineers Ltd for US$250 million.
Major investors include: The Greensoil investment fund for Israeli companies in the food and
agritech sectors, the Strauss FoodTech incubator, Chinese investments (e.g. the Infinity
Group), the US state Virginia investments and the Pontifax Global Food and Agriculture
Technology Fund.
In addition, Evogene Ltd. underwent an IPO and raised US$86 million in capital.
Agricultural technologies trends include:
Increasing global demand for food As the projected world population will exceed nine (9)
billion people by 2050, global food production must increase by more than 70.0% to meet
demand.
Water scarcity will challenge food and energy security Global warming and water
over-consumption lead scientists to expect that by 2025, 40.0% of the worlds population will
be living in areas with severe water stress.
Climate change and extreme weather events Extreme weather events and long-term
climate change represent one (1) of the factors responsible for changes in the market prices
of agricultural products.
Dwindling of land and fishing areas The increase in urban population at the expense of
open and agricultural spaces will cause a reduction in cultivated areas.
Innovations in complementary fields Innovations in the mobile, IT and energy spaces have
the potential to make a huge impact in the field of agritech.
Promising sectors Robots, data systems, food tech, water savers, and waste management
are expected to boost in the following years.
TREND INFORMATION
Based on our Directors knowledge and experience of the industry, our Directors have observed
the following trends for the current financial year:
(a)
In the past several years, many of our portfolio companies have made significant progress
in developing and commercialising their technologies. As a result of this and our activities in
promoting our portfolio companies, our Group has experienced four (4) exits since August
2013, and currently three (3) portfolio companies have mandated investment banks to
explore exit opportunities. Given the maturity of our portfolio, we believe that this trend is
likely to continue as more portfolio companies become exit-ready. We believe that this trend
could have a meaningful impact on our Companys profitability and cash flow in the future.
229

(b)
There has been increasing competition for deal flow in Israel in recent years as several new
medical device incubators have been established, and we believe that more of such
incubators may be established in the coming years. Similarly, on the agritech side, we
believe that there is at least one (1) new Israeli incubator that is focusing on food
technologies and, to a lesser extent, on agricultural technologies. While increasing
competition may make it more challenging for our Group to have access to the very best new
companies, we believe that this will nevertheless have a positive impact on the ecosystem
by increasing the visibility of investment in medical devices and agritech start-ups which will,
in turn, attract more follow-on capital to the market thereby benefiting our portfolio
companies. Our investment opportunity, sourcing and identification efforts are on a global
scale. We have started four (4) companies based upon US-originating technologies. To this
end, we intend to continue to seek investment opportunities in both Israel and abroad.
(c)
We have observed a significant increase in interest from Asian investors into the Israeli
start-up scene. Four (4) years ago, we did not have any meaningful relationships with Asian
companies or investors. However, in the past three (3) years, we have observed growing
interest from Asian investors in investing in Israel and Israeli start-ups. Our Company and
some of our portfolio companies have raised capital from Asian investors and there are
on-going talks for additional investments and cooperative ventures.
PROSPECTS
Certain information in the following section has been extracted from the Market Research Report.
While the Market Researcher has provided its consent to the inclusion of its name and all
references thereto and the Market Research Report in the form and context in which they are
included in this Offer Document, the Market Researcher has not provided its consent to the
inclusion of the information extracted from the Market Research Report as set out in the following
section, and is therefore not liable for such information under Sections 253 and 254 of the SFA.
While we and the Sponsor, Issue Manager and Placement Agent have taken reasonable steps to
ensure that the information from the Market Research Report is reproduced in its proper form and
context, and that the information is extracted accurately and fairly from the Market Research
Report, none of us and the Sponsor, Issue Manager and Placement Agent or any of our/their
respective affiliates or advisors have conducted an independent review of the information or
verified the accuracy or completeness of such information. Please refer to the Market Research
Report as set out in Appendix G of this Offer Document for the full text of the Market Research
Report.
Our Directors believe that the prospects of our Group are encouraging and we are optimistic about
the growth of our Group for the following reasons:
Medical technologies
(a)

Population ageing is a common phenomenon in many parts of the globe, especially in more
developed nations. According to the Market Research Report, globally, the number of old
persons (aged 60 years and above) is expected to increase dramatically, from 841 million in
2013 to two (2) billion in 2050. Between 2000 and 2011, the number of people over the age
of 65 in the US alone has increased 18.0% from 35 million to 41.4 million. In addition,
according to the Market Research Report, globally, the number of older persons (aged 80
years and above) within the old persons population was 14.0% in 2013, but is projected to
reach 19.0% by 2050. According to the Market Research Report, should this projection
230

materialise, there will be 392 million persons aged 80 and over in 2050. Consequently, our
Directors believe that the global ageing population is expected to continue to drive the
demand for medical devices and spur new innovations and inventions in the field of medical
technologies, which, in turn, is expected to bode well for Trendlines Medical and Trendlines
Lab.
(b)
Growth of emerging markets

According to the Market Research Report, in recent years, the economies in Brazil, Russia,
India and China (BRIC) have become more developed and prosperous, and the middle
class population in these countries have increased in number. Consequently, there is an
increase in health awareness and demand for sophisticated medical devices. Governments
in the BRIC countries now see healthcare as a main priority. To this end, our Directors believe
that the emphasis on healthcare is expected to increase demand for medical device
technologies.
We note in the Market Research Report that on 29 May 2015, Modern Healthcare reported
that medical-device makers, facing reimbursement and sales pressure in the US, are looking
to China for opportunities as globalisation becomes a key part of their strategy. Medtronic
Plcs CEO Omar Ishrak told investors that he expects to see an annual growth rate in the
mid-teens in its emerging markets, and believes the developing world will represent a US$7
billion market opportunity by 2019. Similarly, according to the Market Research Report,
Boston Scientific Corp., which saw revenue increase 25.0% in China in April 2015, became
a shareholder in Suzhou, China-based Frankenman Medical Equipment Co., which makes
products such as surgical staplers. In view of our intention to establish operations in new
markets such as China, our Directors believe that the growing interest of established
medical-device makers to invest in emerging markets such as China is expected to present
additional opportunities for our Group to tap on.
According to the Market Research Report, developed countries are also beginning to
recognise increasing competition from emerging markets. Large Chinese device makers, for
example, are increasingly exporting to emerging markets like Brazil, India and Russia, which
are countries where Western firms have also been trying to boost sales. The Market
Research Report reflects that established medical device companies are expected to realign
their strategies or restructure their businesses to compete in the changing global
environment, including an increased reliance on partnerships, acquisitions and outsourcing
for marketing, distribution, research and manufacturing. In this connection, our Directors
believe that such restructuring of business by established medical device companies is
expected to increase the number of partnerships and acquisitions opportunities for our
existing and future portfolio companies.
(c)
Increase in regulatory oversight is expected to trigger more M&A opportunities

According to the Market Research Report, the current regulatory environment in the US,
combined with medical insurance reimbursement reductions led by the US Centres for
Medicare and Medicaid, make the development of new technologies more expensive at the
same time that they need to be less expensive for end-users for the following reasons:
In 2010, the US government enacted the Patient Protection and Affordable Care Act,
which included a US$20 billion tax on the US medical device industry;
231
In 2010, the US FDA tightened the 510(k) approval process for medical devices,
requiring extensive clinical studies and more evidence of product effectiveness and
safety;
In 2013, a 2.3% excise tax on the total revenue of US medical device companies was
implemented; and
In 2013, the FDA established the unique device identification (UDI) system, which
requires medical devices distributed in the US to bear a unique device identifier. The
purpose of this system is to reduce the incidence of counterfeiting and increase supply
chain security and efficiency. The UDI system will be phased in over a period of seven
(7) years, with full compliance for all medical devices expected in 2020.
According to the Market Research Report, in light of the above changes to the US healthcare
system, the profit margins of US medical device companies have been subject to intense
pressure. As such, there is an increased interest among medical device companies in
acquisitions and consolidations so as to reduce corporate tax burden and increase portfolio
breadth. We further note that the Market Research Report reflects that larger companies
increasingly rely on smaller companies and start-ups to develop innovative products and,
therefore, reduce their R&D budgets and bring new products to market at a faster pace.
Furthermore, pursuing a local M&A strategy in emerging markets can help established
medical device manufacturers to enter or bolster their presence in such emerging markets.
In view of the above, our Directors believe that such increasing reliance by established
medical device companies on start-ups to, inter alia, develop and innovate products and their
pursuance of local M&A strategy in emerging markets are expected to increase the
opportunities for acquisition of and/or investment in our existing and future portfolio
companies.
Agricultural technologies
(a)

According to the Market Research Report, as the projected world population is expected to
exceed nine (9) billion people by 2050, global food production must increase by more than
70.0% to meet demand. Furthermore, food prices are expected to rise due to supply and
demand factors, reversing long-established downward trends. According to the Market
Research Report, between 2005 and 2050, food prices for maize, rice, and wheat are
projected to increase by 104.0%, 79.0%, and 88.0% respectively, while those for beef, pork,
and poultry will rise by 32.0%, 70.0%, and 77.0% respectively. Increases in demand will lead
to severe price pressure and increase the number of people at risk of hunger in the
developing world from 881 million in 2005 to more than one (1) billion people by 2050.
We further note from the Market Research Report that, in light of the above, innovative
agricultural solutions are required to ensure global food security and to ward off a looming
food crisis. Accordingly, food supply is increasingly prioritised in the agenda of many
governments, especially in the emerging markets, and such governments have pledged a
fixed percentage of the national budgets to fund R&D in agriculture.
In view of the above, our Directors expect an increase in demand for agricultural and food
technologies that can increase food yields in a sustainable manner and reduce costs, which,
in turn, is also expected to increase the opportunities for acquisition of and/or investment in
our existing and future portfolio companies.
232

(b)
Environmental challenges
According to the Market Research Report, global warming and water over-consumption have
led scientists to expect that by 2025, 40.0% of the worlds population will be living in areas
with severe water stress. In addition, we believe that one (1) of the major difficulties in the
field of agriculture is the scarcity of land due to reasons such as increasing population and
urbanisation. In view of the environmental challenges, our Directors expect an increase in
demand for innovative and sustainable agricultural technologies and production methods
that are able to overcome such limitations as well as protect the environment. To this end,
we believe that the agricultural and food technologies of our portfolio companies may meet
such demand.
(c)
Innovations in complementary fields

According to the Market Research Report, innovations in the mobile, IT and energy spaces
have the potential to make a huge impact in the field of agritech. In addition, we further note
from the Market Research Report that entrepreneurs across the globe, from Nairobi to San
Francisco, have used innovations from complementary fields to create smart power systems,
precision agriculture tools, farm management software, affordable sensors and other
cutting-edge agritech. In this connection, our Directors believe that more innovators and
inventors are expected to tap on innovations and/or technological developments in
complementary fields to develop new and/or to enhance existing agricultural and food
technologies. Our Directors expect such a trend to lead to an increase in new and/or
enhanced agritech concepts and/or products which Trendlines Agtech may explore for future
investments opportunities.
(d)
Promising sectors
We note from the Market Research Report that according to AgFunder News, robots, data
systems, food tech, water savers, and waste management are five (5) sectors to watch in
agritech. To this end, our Directors believe that potential developments in these sectors are
expected to bring about more new and innovative agritech concepts as well as an increase
in potential investment opportunities for our Group.
Save as disclosed above and in the sections entitled Risk Factors, Managements Discussion
and Analysis of Results of Operations and Financial Position, Prospects, Business Strategies
and Future Plans of this Offer Document and barring any unforeseen circumstances, our
Directors are not aware of any other known trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on our Groups revenue, profitability,
liquidity or capital resources, or that would cause the financial information disclosed in this Offer
Document to be not necessarily indicative of our future operating results or financial position.
Please also refer to the section entitled Cautionary Note on Forward Looking Statement of this
Offer Document.
233

BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans for the continued growth of our business are as follows:
Follow-on investments in our portfolio companies

We intend to increase our follow-on investments in our portfolio companies because
follow-on investments are an important source of funding to assist our portfolio companies
to develop their technology through, inter alia, the conduct of clinical trials, the development
of prototype and patent applications. Moreover, our investments in our portfolio companies
are a statement of confidence and assurance to potential investors which, in turn, attract
them to invest in our portfolio companies. The ability of our Group to make selective follow-on
investments may enable us to maintain our shareholding interests in the relevant portfolio
companies (that is, to avoid being diluted) in the event of any subsequent equity financing by
our portfolio companies.
used for such follow-on investments.

We are currently exploring co-operation opportunities through, inter alia, joint ventures,
partnerships and/or the formation of strategic alliances, with parties who are interested in
establishing incubators, together with us, in various countries, including Singapore and
China. To this end, we intend to set up an incubator in Singapore in 2016. We believe that,
coupled with adaptations to meet local needs and practises and training for staff from such
potential new overseas incubators in our existing incubators in Israel, we can successfully
implement and scale our business model in these countries. As at the date of this Offer
Document, we have not entered into any legally binding definitive agreements.
used for this purpose.

We intend to expand the activities of Trendlines Labs in several ways. In the medical device
sector, we intend to invest in selected technologies that Trendlines Labs has invented so as
to accelerate their entry into the market. To this end, Trendlines Labs currently owns several
families of intellectual property. We also intend to expand our cooperation with international
partners by intensifying the marketing and business development efforts of Trendlines Labs.
In addition, we are planning to add an agritech component to Trendlines Labs activities. We
are currently in discussions with several potential partners and intend to form at least one (1)
new agritech company in the future based on the R&D services and activities performed by
Trendlines Labs.
We have earmarked approximately S$2.9 million of the proceeds from the Placement to
support these activities.
234
Operational expenses to support potential increase in the number of portfolio

companies
We intend to continue focusing on our core business activities of creating and developing
portfolio companies with a goal of increasing the number of portfolio companies by 50.0%
over the next three (3) years. We expect an increase in our operational expenses in relation
to the provision of business and administrative support services to our portfolio companies.
used for operational expenses incurred in connection with the expansion of our business
operations.
ORDER BOOK
Due to the nature of our business, the concept of an order book is not meaningful to us.
235
INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its Interested Persons (namely, our
Directors or Controlling Shareholder of our Company or the Associates of such Directors or
Controlling Shareholder) would constitute Interested Person Transactions for the purposes of
Chapter 9 of the Catalist Rules.
As at the date of this Offer Document, the Interested Persons are:
(a)
our Chairman and Chief Executive Officer, Todd Dollinger, and/or his Associates (that is, his
Immediate Family, Trendlines International, Trendlines Capital Markets Ltd., Trendlines
Venture Management and Trendlines Venture Partners L.P.);
(b)
our Chairman and Chief Executive Officer, Steve Rhodes, and/or his Associates (that is, his
Immediate Family, Trendlines International, Trendlines Capital Markets Ltd., Trendlines
Venture Management and Trendlines Venture Partners L.P.);
(c)
our Non-Executive Director and Controlling Shareholder1, Zeev Bronfeld, and/or his
Associates (that is, his Immediate Family, M.B.R.T Development and Investment Ltd., E.B.C
Investments Ltd. and Healthcare Holdings Ltd.);
(d)
our Lead Independent Director, Elka Nir, and/or her Associates (that is, her Immediate Family
and E. LeadIN Ltd., a company which she holds a 100% equity interest);
(e)
our Independent Director, Stephen Philip Haslett, and/or his Associates (that is, his
Immediate Family, Silver Fox Pte Ltd, a company which he holds a 100% equity interest, and
Padang Trust Singapore Pte Ltd, the trustee of the trust which his Immediate Family are
beneficiaries of); and
(f)
our Independent Director, Hang Chang Chieh, and/or his Associates (that is, only his
Immediate Family).
This section sets out the Interested Person Transactions entered into by our Group for FY2012,
FY2013, FY2014 and HY2015 and up to the Latest Practicable Date (the Relevant Period) on
the basis of each member of our Group (namely, our Company and our Subsidiaries) being an
Entity At Risk and with Interested Persons being construed accordingly.
Save as disclosed in this section of this Offer Document, there has been no Interested Persons
Transaction during the Relevant Period involving our Group which is material in the context of this
Placement. In line with the rules set out in Chapter 9 of the Catalist Rules, a transaction which
value is less than S$100,000 is not considered material in the context of the Placement and is not
taken into account for the purposes of aggregation in this section.
PAST INTERESTED PERSON TRANSACTIONS
There are no past interested person transactions for the Relevant Period.
share capital.
236

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS
Transaction with Trendlines International and the Trendlines-named Entities
The Company entered into a license-back agreement dated 27 August 2008 (License-back
Agreement) with Trendlines International and the Trendlines-named Entities (collectively the
External Trendlines Group Entities), pursuant to which the Company granted the External
Trendlines Group Entities a non-exclusive, non-transferable, world-wide, irrevocable, royalty-free
and fully-paid license to use certain intellectual property (including all know-how and trade secrets
exclusively related to the business of providing business development and consulting services for
commercial enterprises, and trade names and trademark as detailed in the License-back
Agreement), which was transferred by Trendlines International to our Company pursuant to the
Trendlines International Acquisition in August 2008.
Our Directors are of the view that the above transaction was not carried out on an arms length
basis or on normal commercial terms as there are no considerations, fees or royalties paid or to
be payable to the Company pursuant to the License-back Agreement. However, our Directors
have considered the following:
(i)
there was no value ascribed to the licensed trademarks in our Groups audited financial
statements for the Period Under Review and it is also not expected to have any value
ascribed to the licensed trademarks moving forward;
(ii)
our Groups business or profitability is not materially dependent on the licensed trademarks;
and
(iii) the External Trendlines Group Entities use the licensed trademarks (which essentially is only
the use of the name Trendlines) solely for their internal corporate, reporting or compliance
purposes (including with respect to the on-going activities of Trendlines Venture, as the
general partner of Trendlines Venture Partners).
Based on the foregoing, the value of the above transaction is, and is expected to continue to be,
immaterial to our Group.
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE INTERESTED
PERSON TRANSACTIONS
Our Audit Committee will review and approve all Interested Person Transactions to ensure that
they are on normal commercial terms and on arms length basis (that is, the transactions are
transacted in terms and prices not more favourable to the Interested Persons than if they were
transacted with a third party) and are not prejudicial to the interests of our Group or our minority
Shareholders in any way, and the transactions are in the best interests of our Group.
To ensure that all future Interested Person Transactions are carried out on normal commercial
terms and will not be prejudicial to the interests of our Group or our minority Shareholders, the
following procedures will be implemented by our Group:
(a)
When purchasing any products or engaging any services from an Interested Person, two (2)
other quotations from non-Interested Persons in respect of the same or substantially the
same type of product or service will be obtained for comparison wherever possible or
practicable to ensure that the interests of our Group or our minority Shareholders are not to
be prejudiced. The purchase price or fee for the products or services shall not be higher than
237

the most competitive price or fee of the two (2) other quotations from non-Interested
Persons. In determining the most competitive price or fee, all pertinent factors, including but
not limited to quality, requirements, specifications, payment terms, delivery time and track
record will be taken into consideration;
(b)
When selling any products or supplying any services to an Interested Person, the price or fee
and terms of two (2) other completed transactions of the same or substantially the same
nature with non-Interested Persons will be used as comparison wherever possible to ensure
that the interests of our Group or our minority Shareholders are not to be prejudiced. The
price or fee for the supply of products or services shall not be lower than the lowest price or
fee of the two (2) other completed transactions of the same or substantially the same nature
with non-Interested Persons;
(c)
When renting properties from or to an Interested Person, appropriate steps will be taken to
ensure that such rent is matched with prevailing market rates, including adopting measures
such as making relevant enquiries with landlords of similar properties and obtaining suitable
reports or reviews published by property agents (where necessary). The rent payable (taking
into account, inter alia, the payment terms and guarantees or other securities to be provided)
shall be based on the most competitive market rental rates of similar properties in terms of
size and location, based on the results of the relevant enquiries;
(d)
Where it is not possible or feasible to compare against the terms of other transactions with
unrelated third parties and given that the products and/or services may be purchased only
from an Interested Person, the Interested Person Transaction will be approved by our
Groups Chairmen and Chief Executive Officers or the equivalent of the relevant company in
our Group, who has no interest in the transaction, in accordance with our Groups usual
business practises and policies and subject to applicable law. In the event that both our
Groups Chairmen and Chief Executive Officers have a personal interest in such transaction,
the approval of one (1) of the External Directors of our Company, who has no interest in the
transaction, will be sought. In determining the transaction price payable to the Interested
Person for such products and/or service, factors such as, but not limited to, quantity,
requirements, payment terms and specifications will be taken into account; and
(e)
In addition, we shall monitor all Interested Person Transactions entered into by us and
categorise these transactions as follows:
(i)
a Category 1 Interested Person Transaction is one where the value thereof is in excess
of 3.0% of the NTA of our Group; and
(ii)
a Category 2 Interested Person Transaction is one where the value thereof is below or
equal to 3.0% of the NTA of our Group.
All Category 1 Interested Person Transactions must be approved by our Audit Committee prior to
entry whereas Category 2 Interested Person Transactions need not be approved by our Audit
Committee prior to entry but shall be reviewed at least on a semi-annual basis by our Audit
Committee, provided however, that paragraph (e) above shall not in any event derogate from the
necessary approvals that are required under the Israeli Companies Law (that is, for instance, a
transaction having a value which is below 3.0% of the NTA of our Group may nevertheless be
deemed by our Audit Committee as an extraordinary transaction under Israeli Companies Law
which will require the necessary corporate approvals as prescribed under the Israeli Companies
238

Law, notwithstanding that such transaction is categorised as a Category 2 Interested Person
Transaction which does not require the approval of our Audit Committee prior to entry but need
only be reviewed by our Audit Committee at least on a semi-annual basis).
Our Audit Committee will review all Interested Person Transactions, if any, on a semi-annual basis
to ensure that they are carried out on normal commercial terms and in accordance with the
procedures outlined above. It will take into account all relevant non-quantitative factors. Such
review includes the examination of the transaction and its supporting documents or such other
data deemed necessary by our Audit Committee. Our Audit Committee shall, when it deems fit,
have the right to require the appointment of independent sources, advisers or valuers to provide
additional information pertaining to the transaction under review. In the event that a member of our
Audit Committee is interested in any such transaction, he or she shall abstain from participating
in the review and approval process in relation to that particular transaction.
Our Audit Committee shall also review from time to time such guidelines and procedures to
determine if they are adequate and/or commercially practicable in ensuring that Interested Person
Transactions are conducted on normal commercial terms and do not prejudice our interests and
the interests of our minority Shareholders. Further, if during these periodic reviews by our Audit
Committee, our Audit Committee is of the opinion that the guidelines and procedures as stated
above are not sufficient to ensure that Interested Person Transactions will be on normal
commercial terms and not prejudicial to our interests and the interests of our minority
Shareholders, our Audit Committee will adopt such new guidelines and review procedures for
future Interested Person Transactions as may be appropriate.
Our Chief Financial Officer shall prepare all the relevant information to assist our Audit Committee
in its review and will keep a register to record all Interested Persons Transactions. The register
shall also record the basis for entry into the transactions, including the quotations and other
evidence obtained to support such basis.
Disclosure will be made in our Companys annual report of the aggregate value of Interested
Person Transactions during the relevant financial year under review and in the subsequent annual
reports for the subsequent financial years of our Company.
An internal auditor will be appointed and his or its internal audit plan will incorporate a review of
all the Interested Person Transactions at least on an annual basis. The internal audit report will
be reviewed by our Audit Committee to ascertain whether the guidelines and procedures
established to monitor Interested Person Transactions have been complied with.
In addition, our Audit Committee will include the review of Interested Person Transactions as part
of the standard procedures while examining the adequacy of our internal controls. Our Board will
also ensure that all disclosure, approval and other requirements on Interested Person
Transactions, including those required by prevailing legislation (including, the Israeli Companies
Law), the Catalist Rules and accounting standards, are compiled with. In addition, such
transactions will also be subject to Shareholders approval if required by the Catalist Rules or the
Israeli Companies Law.
Interested Person Transactions under the Israeli Companies Law
The Israeli Companies Law requires that an office holder (as such term is defined in the Israeli
Companies Law) of our Company promptly disclose to the Board of Directors any personal interest
that he or she may be aware of and all related material facts or documents concerning any existing
or proposed transaction of the company.
239

As at the date of this Offer Document, the following person(s) are office holders of our Company,
namely our Chairmen and Chief Executive Officers, Todd Dollinger and Steve Rhodes, our
Non-Executive Director, Zeev Bronfeld, our Lead Independent Director, Elka Nir (designated to
serve as external director subject to obtaining Shareholders approval following the Listing), our
Independent Directors, Stephen Philip Haslett and Hang Chang Chieh (the latter of whom is
designated to serve as external director subject to obtaining Shareholders approval following the
Listing) and our Executive Officers, Gabriela Heller, Yosef Ron, Yosef Hazan, Eran Feldhay and
Nitza Kardish.
An interested office holders disclosure must be made promptly and in any event no later than the
first meeting of our Board of Directors at which the transaction is considered. A personal interest
includes an interest of the office holder in an act or transaction of our Company, including a
personal interest of such persons relative or of a corporate body in which such person or a relative
of such person holds 5.0% or more of the share capital or voting rights, serves as a director or
general manager or in which he or she has the right to appoint at least one director or the general
manager, but excluding a personal interest stemming from ones ownership of shares in the
company. A personal interest furthermore includes the personal interest of a person for whom the
office holder holds a voting proxy or the personal interest of the office holder with respect to his
or her vote on behalf of a person for whom he or she holds a proxy even if such shareholder has
no personal interest in the matter, irrespective of whether the office holder who votes has or does
not have discretion in voting. An office holder is not, however, obligated to disclose a personal
interest if it derives solely from the personal interest of his or her relative in a transaction that is
not considered an extraordinary transaction. Under the Israeli Companies Law, an extraordinary
transaction is defined as any of the following: (i) a transaction not in our Companys ordinary
course of business; (ii) a transaction that is not on market terms; or (iii) a transaction that may
have a material impact on our Companys profitability, assets or liabilities.
If it is determined that an office holder has a personal interest in a transaction, approval by our
Board of Directors is required for the transaction, provided however, that such transaction is
determined to be in our Companys best interest. An extraordinary transaction (that is, as defined
in the Israeli Companies Law to mean (i) a transaction not in the companys ordinary course of
business, (ii) a transaction that is not on market terms, or (iii) a transaction that might materially
affect a companys profitability, assets or liabilities) with an office holder or in which an office
holder has a personal interest requires approval first by our Audit Committee and subsequently by
our Board of Directors. The compensation of an office holder who is not a director requires
approval first by our Remuneration Committee, then by our Board of Directors and, if such
compensation arrangement is inconsistent with our Companys stated compensation policy or if
the office holder is our chief executive officer (apart from a number of specific exceptions 1), then
such arrangement is subject to the approval of a simple majority vote of the shares present and
voting at our Companys general meeting of Shareholders, provided that either: (a) such majority
includes at least a majority of the shares held by all Shareholders who are not controlling
Shareholders and do not have a personal interest in such compensation arrangement; or (b) the
total number of shares of non-controlling Shareholders and Shareholders participating and voting
who do not have a personal interest in the compensation arrangement and who vote against the
arrangement does not exceed 2.0% of the aggregate voting rights in the company. We refer to this
1
The specific exemptions are as follows: (i) immaterial amendments to the terms of office of the office holder including
the chief executive officer (unless the chief executive officer also serves as a director, in which case this exception
would not apply); and (ii) a transaction with a candidate for the position of chief executive officer, for whom the
provisions of Section 240(b) of the Israeli Companies Law hold true (i.e., lack of business connection to the
Company, its controlling shareholder, etc.), if the remuneration committee concluded (based on specified reasons)
that bringing the transaction before the general meeting would prevent the transaction, provided that the transaction
is consistent with the compensation policy.
240

as the Special Approval for Compensation. Arrangements regarding the compensation,
indemnification or insurance of a director require the approval of our Companys remuneration
committee, Board of Directors and, unless exempted under certain regulations promulgated under
the Israeli Companies Law, Shareholders in a general meeting by simple majority, in that order,
and under certain circumstances, a Special Approval for Compensation.
Generally, a person who has a personal interest in a transaction (except with respect to a
non-extraordinary transaction) which is considered at a meeting of our Board of Directors or our
Audit Committee may not be present at such a meeting or vote on that matter, unless the
chairperson of our Audit Committee or Board of Directors (as applicable) determines that he or she
should be present in order to present the transaction that is subject to approval. If a majority of
the members of our Audit Committee or Board of Directors (as applicable) has a personal interest
in the approval of a transaction, then all directors may participate in discussions of our Audit
Committee or the Board of Directors (as applicable) on such transaction and vote on approval
thereof, but Shareholders approval is also required for such transaction.
All approvals of interested party transactions with directors or other office holders (as specified in
the Israeli Companies Law) or transactions of our Company in which directors or other office
holders have a personal interest are contingent upon such transaction being in our Companys
best interest.
Pursuant to the Israeli Companies Law, the disclosure requirements regarding personal interests
that apply to our Directors and other officer holders also apply to our controlling Shareholder(s).
In the context of a transaction involving a shareholder of our Company, a controlling shareholder
also includes a shareholder who holds 25.0% or more of the voting rights in our Company if no
other shareholder holds more than 50.0% of the voting rights in our Company. For this purpose,
the holdings of all Shareholders who have a personal interest in the same transaction will be
aggregated. The approval of our Audit Committee, and with respect to a transaction regarding the
service and employment terms, our Remuneration Committee, our Board of Directors and our
Shareholders, in that order, is required for (a) extraordinary transactions with the controlling
Shareholder or in which the controlling Shareholder has a personal interest, (b) the engagement
with a controlling Shareholder or his or her relative, directly or indirectly, for the provision of
services to our Company, (c) the terms of office and employment of a controlling Shareholder or
his or her relative who is an office holder or (d) the employment of a controlling Shareholder or his
or her relative by our Company, who is not an office holder. In addition, the Shareholders approval
requires, besides a simple majority vote, satisfaction of one of the following: (i) at least a majority
of the Shares held by all Shareholders who do not have a personal interest in the transaction and
who are present and voting at the meeting approves the transaction, excluding abstentions; or (ii)
the Shares voted against the transaction by Shareholders who have no personal interest in the
transaction and who are present and voting at the meeting do not exceed 2.0% of the voting rights
in our Company.
The approval of a transaction with the controlling Shareholder(s) is contingent upon such
transaction being in our Companys best interests.
To the extent that any such transaction with the controlling Shareholder is for a period extending
beyond three (3) years, approval is required once every three (3) years, provided, however, that
with respect to transactions other than with respect to terms of engagement, compensation or
employment, our Audit Committee may determine that a longer duration of the transaction is
reasonable given the circumstances related thereto.
241

Arrangements regarding the compensation, indemnification or insurance of the controlling
Shareholder in his or her capacity as an office holder require the approval of our Remuneration
Committee, Board of Directors and Shareholders by a special majority (as set forth above) and the
terms thereof should be consistent with our Companys stated compensation policy (apart from a
number of specific exceptions).
Pursuant to regulations promulgated under the Israeli Companies Law, certain transactions with
a controlling shareholder or his or her relative, or with directors, that would otherwise require
approval of a companys shareholders may be exempt from shareholder approval upon certain
determinations of the audit committee and board of directors of such company. Under these
regulations, a shareholder holding at least 1.0% of the issued share capital of the company may
require, within 14 days of the publication of such determinations, that despite such determinations
by the audit committee and the board of directors, such transaction will require shareholder
approval under the same majority requirements that would otherwise apply to such transactions.
POTENTIAL CONFLICTS OF INTEREST
Trendlines International was in the business of providing business development and consultancy
services, with a focus on guiding Israeli companies and entrepreneurs in the complexities of the
US market. Our Chairmen and Chief Executive Officers, Steve Rhodes and Todd Dollinger, each
holds 250 ordinary shares in Trendlines International, and Ron Lachman (who is Steve Rhodes
brother-in-law) holds one (1) preferred share (without voting rights) convertible into 55 ordinary
shares in the capital of Trendlines International. Accordingly, each of Steve Rhodes and Todd
Dollinger has approximately 45.0% shareholding interest in Trendlines International (on an as
converted basis). Steve Rhodes and Todd Dollinger are also directors of Trendlines International.
In August 2008, our Company entered into an asset purchase agreement with Trendlines
International to acquire certain specified assets (including certain specified contracts, equipment
and intellectual property then owned by Trendlines International) in consideration for which
Trendlines International was entitled to all receivable accounts owing or to be owed under the
assumed contracts, and to receive NIS 80,745, being the aggregate book value of certain
specified equipment as of 31 December 2007 (Trendlines International Acquisition).
Following the Trendlines International Acquisition in August 2008, Trendlines International ceased
from all business activities.
Trendlines Capital Markets Ltd. (Trendlines Capital Markets) was in the business of providing
advisory services to the capital markets including analyst reports, valuations and business plans
but is currently dormant. Trendlines Venture Management is the general partner of Trendlines
Venture Partners L.P., which, in turn, is the general partner of the Trendlines Israel Fund L.P.,
which is a fully-invested venture fund and a Shareholder of our Company and several of our
portfolio companies. Our Chairmen and Chief Executive Officers, Steve Rhodes and Todd
Dollinger, are directors of Trendlines Capital Markets and Trendlines Venture Management
(Trendlines-named Entities).
Pursuant to the License-back Agreement, our Company granted Trendlines International and the
Trendlines-named Entities a non-exclusive, non-transferable, world-wide, irrevocable, royalty-free
and fully-paid license to use certain intellectual property (including all know-how and trade secrets
exclusively related to the business of providing business development and consulting services for
commercial enterprises, and trade names and trademark as detailed in the License-back
Agreement), which was transferred by Trendlines International to our Company pursuant to the
Trendlines International Acquisition in August 2008.
242

Trendlines-named Entities
Notwithstanding the above, our Directors believe that any potential conflicts of interest are
mitigated or resolved for the following reasons:
(a)
Following the Trendlines International Acquisition in August 2008, Trendlines International

ceased from all business activities.
(b)
Trendlines Capital Markets is currently dormant and was not in the business of creating,
developing, investing, incubating and providing services to life sciences companies in the
fields of medical and agricultural technologies.
(c)
Trendlines Venture Management is not in the business of creating, developing, investing,

incubating and providing services to life sciences companies in the fields of medical and
agricultural technologies, except however, that in its capacity as the general partner of
Trendlines Venture Partners L.P., which, in turn, is the general partner of the Trendlines
Israel Fund L.P., it made investments in portfolio companies of Trendlines Medical. To this
end, Trendlines Israel Fund L.P. is a fully invested venture capital fund and Trendlines
Venture Management will not be making any further investments post-Listing.
(d)
Trendlines International and the Trendlines-named Entities have also entered into separate
agreements of non-competition, details of which are set out below.
Trendlines Capital Markets

mitigated or resolved because Trendlines Capital Markets, has entered into a non-compete
agreement with our Company whereby, in so far as:
(a)
our Company remains listed on the SGX-ST; and
(b)
any of Steve Rhodes, Todd Dollinger and/or their respective associates remain as a director
and/or Controlling Shareholder of Trendlines Capital Markets and/or any of its associates (as
such term is defined in the Catalist Rules); and
(c)
Steve Rhodes and/or Todd Dollinger and/or their respective associates remain the Chairman
and/or Chief Executive Officer of our Company or continues to occupy any directorship
and/or executive management position in any of our Company, Trendlines Medical,
Trendlines Agtech and Misgav/Karmiel (collectively, the Group Companies and each a
Group Company)
(collectively, the TCM Conditions),

Trendlines Capital Markets agrees and undertakes that it shall not do any of the following, namely:
(a)
directly or indirectly undertake or be engaged, concerned, involved or interested in any

capacity in any other business, trade or occupation whatsoever which competes with and/or
deals in similar products or services or carries on a similar business as our Groups business
of discovering, investing in, incubating and providing services to, early-stage life sciences
companies in the fields of medical and agricultural technologies and such other business as
our Company may notify in writing (Business); or
243

(b)
jointly with or on behalf of any person, firm, company, organisation or partnership directly or
indirectly undertake or be engaged, concerned, involved or interested in any capacity in any
business, trade or occupation competing with the Business of our Group; or
(c)
assist any person, firm or company (including managing, providing technical or other advice,
or otherwise) engaged in any business which competes with the Business of our Group; or
(d)
otherwise be interested in any entity or business competing with the Business of our Group;
or
(e)
either solely or jointly with or on behalf of any person, firm, company, organisation or
partnership, solicit, interfere with or entice away or attempt to solicit, interfere with and/or
entice away from any of our Group Company any person who is or was during a period of six
(6) months prior thereto, an officer, director, manager, employee, customer or supplier of that
Group Company; or
(f)
cause or permit any entity directly or indirectly under its control or in which it has any
beneficial interest to do any of the foregoing acts or things.
In addition, Trendlines Capital Markets further warrants and undertakes that it is, and will remain,
a dormant company for as long as the TCM Conditions remain valid.
Trendlines Capital Markets also undertakes to, within three (3) months from the date of our
Companys admission to Catalist, terminate the License-Back Agreement and change its name
Trendlines Capital Markets Ltd. to another name that does not contain the word Trendlines, or
any word similar to or substantially similar to or that so nearly resembles the word Trendlines as
to be likely to cause confusion.
Trendlines Capital Markets further undertakes that: (a) prior to the termination of the License-Back
Agreement and the change of its name within three (3) months from the date of our Companys
admission to Catalist, it will not use the name Trendlines or any trademark, trade name, service
mark, logo or any variant of the name Trendlines for any purpose whatsoever, without the prior
written consent of our Company, except as may be required by Trendlines Capital Markets for its
internal corporate, reporting or compliance purposes; and (b) following the termination of the
License-Back Agreement and the change of its name within three (3) months from the date of our
Companys admission to Catalist, it will not use the name Trendlines or any trademark, trade
name, service mark, logo or any variant of the name Trendlines for any purpose whatsoever,
without the prior written consent of our Company.
Trendlines Venture Management
mitigated or resolved because Trendlines Venture Management, has entered into a non-compete
(a)
(b)
and/or controlling shareholder of Trendlines Venture Management and/or any of its
associates (as such term is defined in the Catalist Rules); and
244

(c)
Steve Rhodes and/or Todd Dollinger and/or their respective associates remains the
Chairman and/or Chief Executive Officer of our Company or continues to occupy any
directorship and/or executive management position in any of the Group Companies,
Trendlines Venture Management agrees and undertakes that it shall not do any of the following,
subject to its ongoing activities in its capacity as the general partner of Trendlines Venture
Partners L.P. (which will not be making additional investments post-Listing), which, in turn, is the
general partner of Trendlines Israel Fund L.P. which is a fully-invested venture fund and which will
not be making additional investments post-Listing:
(a)

deals in similar products or services or carries on a similar business as the Business of our
Group; or
(b)
(c)
(d)
or
(e)
Group Company; or
(f)
In addition, Trendlines Venture Management (in its own capacity and in its capacity as the general
partner of Trendlines Venture Partners) further warrants and undertakes that both Trendlines
Venture Partners and Trendlines Israel Fund L.P. will not make any additional investments
post-Listing.
Trendlines Venture Management also undertakes not to use the name Trendlines or any
trademark, trade name, service mark, logo or any variant of the name Trendlines for any purpose
whatsoever, without the prior written consent of our Company, except as may be required by
Trendlines Venture Management for its internal corporate, reporting or compliance purposes
(including with respect to its on-going activities, as the general partner of Trendlines Venture
Partners L.P., which is the general partner of Trendlines Israel Fund L.P.).
245

mitigated or resolved because Trendlines International, has entered into a non-compete
(a)
(b)
and/or controlling shareholder of Trendlines International and/or any of its associates (as
such term is defined in the Catalist Rules); and
(c)
Steve Rhodes and/or Todd Dollinger and/or their respective associates remains the
Chairman and/or Chief Executive Officer of our Company or continues to occupy any
directorship and/or executive management position in any of the Group Companies
(collectively, the TI Conditions),

Trendlines International agrees and undertakes that it shall not do any of the following, namely:
(a)

deals in similar products or services or carries on a similar business as the Business of our
Group; or
(b)
(c)
(d)
or
(e)
Group Company; or
(f)
In addition, Trendlines International further warrants and undertakes that it is, and will remain, a
dormant company for as long as the TI Conditions remain valid.
Trendlines International also undertakes to, within three (3) months from the date of our
Companys admission to Catalist, terminate the License-Back Agreement and change its name
Trendlines International Ltd. to another name that does not contain the word Trendlines, or any
word similar to or substantially similar to or that so nearly resembles the word Trendlines as to
be likely to cause confusion.
246

Trendlines International further undertakes that: (a) prior to the termination of the License-Back
Agreement and the change of its name within three (3) months from the date of our Companys
admission to Catalist, it will not use the name Trendlines or any trademark, trade name, service
mark, logo or any variant of the name Trendlines for any purpose whatsoever, without the prior
written consent of our Company, except as may be required by Trendlines International for its
internal corporate, reporting or compliance purposes; and (b) following the termination of the
License-Back Agreement and the change of its name within three (3) months from the date of our
Companys admission to Catalist, it will not use the name Trendlines or any trademark, trade
name, service mark, logo or any variant of the name Trendlines for any purpose whatsoever,
without the prior written consent of our Company.
Zeev Bronfeld
Zeev Bronfeld is a director of Trendlines Medical, Trendlines Agtech and Misgav/Karmiel
(collectively, the Trendlines Group Companies, and each a Trendlines Group Company),
and the Non-Executive Director and Controlling Shareholder 1 of our Company.
As at the date of the agreement of non-competition entered into between our Company and Zeev
Bronfeld (ZB Agreement of Non-Competition), Zeev Bronfeld and/or ZB Company and/or his
ZB Associates (as defined below) are independently or together with each other (directly or
indirectly) director(s) and/or shareholder(s) (shares or options) in certain entities and/or
businesses which are or may invest in other companies in the fields of medical or agricultural
technology, as detailed in Appendix 1 of the ZB Agreement of Non-Competition (Current
Invested Entities).
In addition, Zeev Bronfeld and/or ZB Company and/or his ZB Associates (as defined below) are
also director(s) and/or shareholder(s) (shares or options) in certain of the portfolio companies
which the Trendlines Group Companies hold an equity interest in, as detailed in Appendix 2 of the
ZB Agreement of Non-Competition (Certain Portfolio Entities).
mitigated or resolved because Zeev Bronfeld, has entered into a non-compete agreement with our
Company whereby, in so far as:
(a)
(b)
Zeev Bronfeld and/or (i) Zeev Bronfelds immediate family, namely his sons, namely Mr. Guy
Bronfeld, Mr. Dan Bronfeld, his spouse Ms. Orit Bronfeld (excluding his son, Mr. Tom
Bronfeld) and his siblings (ZB Immediate Family); (ii) the trustees of any trust of which
Zeev Bronfeld or his ZB Immediate Family is a beneficiary; and (iii) any company or entity,
other than the ZB Company, in which he and/or his ZB Immediate Family (a) independently
or together with each other (directly or indirectly) have an interest in 100.0% of issued share
capital and the voting rights; or (b) have in fact the ability to exercise control, exclusive of the
ability derived only from holding the position of director or other executive position (i.e.,
Control which is defined as (i) the ownership of more than 50.0% (fifty percent) of the
equity securities and voting securities of a company; or (ii) the right to determine the majority
of the board of directors) (ZB Associates) remain as a director and/or controlling
shareholder of our Company; and
share capital.
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(c)
Zeev Bronfeld and/or his ZB Associates remain as a director and/or controlling shareholder
of, or continue to occupy an executive management position in any of the Trendlines Group
Companies,
Zeev Bronfeld agrees and undertakes that he, ZB Company and/or his ZB Associates shall not do
any of the following, namely:
(a)
directly or indirectly undertake or be engaged, involved or interested in any capacity in any

other business, entity or trade which engages in our Groups business of discovering,
investing in, incubating and providing services to, early-stage companies in the fields of
medical and agricultural technologies (for the avoidance of doubt, it is clarified that the
Business does not include any of the current and future portfolio companies of our Group and
does not include any business that the current and future portfolio companies are engaged
in) (Business); or
(b)
indirectly undertake or be engaged, involved or interested in any capacity in any Business;
or
(c)
or otherwise) engaged in or to be engaged in any Business; or
(d)
seek or accept employment with or engagement by or otherwise perform services for or

engage in a Business; or
(e)
otherwise hold equity or voting rights in any Business, except that as provided for in the ZB
Agreement of Non-Competition; or
(f)
partnership, solicit, interfere with or entice away any person who is or was, during a period
of three (3) months prior thereto, an officer, director, manager, employee of our Company or
Trendlines Group Company
(collectively, the ZB Non-Competition Undertaking).

Notwithstanding anything to the contrary in the ZB Agreement of Non-Competition, the obligations
of Zeev Bronfeld, ZB Company and/or the ZB Associates in respect of the ZB Non-Competition
Undertaking shall only apply to any Business which Zeev Bronfeld, ZB Company and/or ZB
Associates (i) independently or together with each other (directly or indirectly) have an interest in
100.0% of issued share capital and/or the voting rights; or (ii) have in fact the ability to exercise
Control, exclusive of the ability derived only from holding the position of director or other executive
position. For the avoidance of any doubt, it is clarified that the interests which Zeev Bronfeld
and/or his ZB Associates hold in M.B.R.T Development and Investment Ltd., and/or E.B.C
Investments Ltd., and/or Healthcare Holdings Ltd. are not deemed to be in breach of the
obligations contained in the ZB Non-Competition Undertaking, ZB Abstention Undertaking (as
defined herein) and the Right of First Refusal (as defined herein).
248

In addition, Zeev Bronfeld has undertaken that:
(a)
he will not (i) serve as a director and/or shareholder of; and (ii) take part in any decision of
our Group (including decisions of the investment committee or board of directors of our
Group) regarding, any portfolio companies of our Group that compete directly with any
company that he has a direct or indirect interest in (ZB Abstention Undertaking); and
(b)
in the event that an entrepreneur/inventor invites or requests him or any of the ZB Company
to acquire, purchase or invest in the shares of his or her company or business concept, in
the amount of a 30.0% equity interest or more, which is a main investment criteria of our
Group as at the date of the ZB Agreement of Non-Competition (Main Investment Criteria),
and which is related to the fields of medical and agricultural technologies (Potential
Portfolio Entity), he shall, or shall procure that ZB Company, grant a right of first refusal to
our Company by serving a written notice to our Company of such invitation or request and
present such investment opportunity in the Potential Portfolio Entity to our Company
(Presentation) which may include arranging a meeting between the entrepreneur/inventor
and our Company (Meeting) as soon as practicable. Our Company then will have 20 days
(or such other duration as may be mutually agreed between our Company and Zeev Bronfeld
(Agreed Time Frame)) from receiving the Presentation to answer in writing if it will or will
not acquire, purchase or invest in the shares of the Potential Portfolio Entity (as the case may
be). If our Company did not answer in writing after 20 days (or after the Agreed Time Frame)
from receiving the Presentation or if the Potential Portfolio Entity has provided a written
notice to Zeev Bronfeld or the ZB Company that the Potential Portfolio Entity will not join our
Company as a portfolio company, Zeev Bronfeld or ZB Company will be free to acquire,
purchase and invest in the shares of Potential Portfolio Entity (as the case may be) and that
investment in the Potential Portfolio Entity will not be covered under the obligations
contained in the ZB Non-Competition Undertaking, the ZB Abstention Undertaking and the
undertaking under this clause (Right of First Refusal).
However, the abovementioned ZB Non-Competition Undertaking, ZB Abstention Undertaking and

Right of First Refusal do not apply in the following circumstances:
(a)
In respect of the Current Invested Entities, Zeev Bronfeld and/or ZB Company and/or his ZB
Associates undertake that they do not have in fact the ability to exercise Control, exclusive
of the ability derived only from holding the position of director or other executive position. On
this basis, Zeev Bronfeld and/or ZB Company and/or his ZB Associates will continue to
maintain their current appointments and involvement in the Current Invested Entities, which
will not be covered under the obligations contained in the ZB Non-Competition Undertaking,
ZB Abstention Undertaking and Right of First Refusal so long as Zeev Bronfeld and/or ZB
Company and/or his ZB Associates remains unable to directly or indirectly, have in fact the
ability to exercises Control, exclusive of the ability derived only from holding the position of
director or other executive position; and
(b)
In respect of Certain Portfolio Entities, Zeev Bronfeld and/or ZB Company and/or ZB

Associates declares that they are unable to and do not have in fact the ability to exercise
Control, exclusive of the ability derived only from holding the position of director or other
executive position. On this basis, Zeev Bronfeld and/or ZB Company and/or his ZB
Associates will continue to maintain their current appointments and involvement in the
Certain Portfolio Entities, which will not be covered under the obligations contained in the ZB
Non-Competition Undertaking, ZB Abstention Undertaking and Right of First Refusal so long
as Zeev Bronfeld and/or ZB Company and/or his ZB Associates remains unable to, directly
or indirectly, have in fact the ability to exercise Control, exclusive of the ability derived only
249

from holding the position of director or other executive position. With regards to any
opportunities presented to him to be involved or participate in future investment rounds in the
Certain Portfolio Entities or any other portfolio entities of our Group, Zeev Bronfeld
undertakes that any such transactions will be carried out subject to the approval of the board
of directors and/or general meeting of the relevant Trendlines Group Company and/or the
portfolio company of our Group, all in accordance with the applicable law, including the rules
of the SGX-ST (as applicable).
Furthermore, Zeev Bronfeld also represents that Tom Bronfeld (i) is not accustomed or under an
obligation, to act in accordance with the directions, instructions or wishes of Zeev Bronfeld, ZB
Company and/or his ZB Associates in relation to his investment decisions; and (ii) is of
independent financial means and is not dependent on Zeev Bronfeld, ZB Company and/or his ZB
Associates in relation to his investments.
To this end, the term ZB Company means M.B.R.T Development and Investment Ltd., and
E.B.C Investments Ltd., and Healthcare Holdings Ltd. and any other company or entity that Zeev
Bronfeld and/or ZB Company and/or his ZB Associates will (a) independently or together with each
other (directly or indirectly) have an interest in 100% of the issued share capital and voting rights;
or (b) have in fact the ability to exercise Control, exclusive of the ability derived only from holding
the position of director or other executive position.
Zeev Bronfeld, together with our Chairmen and Chief Executive Officers, Todd Dollinger and Steve
Rhodes, and one (1) of our Shareholders, Ehud Huberman, founded our Company in 2007 and
was instrumental in assisting with the initial capital fund-raising efforts. It is believed that Zeev
Bronfeld is a serial entrepreneur in Israel and has significant experience in investing and building
companies in the technology industry. Since our Companys establishment, our Chairmen and
Chief Executive Officers, Todd Dollinger and Steve Rhodes, have been the key personnel driving
the growth and development of our Groups business. Although Zeev Bronfeld is the single largest
shareholder of our Company as a result of his original stake at the initial establishment of our
Company, Zeev Bronfeld has largely been in the capacity of a passive investor given that he also
invests in other companies in the medical device field, and he does not participate in the executive
decision-making process which is handled primarily by our Chairmen and Chief Executive
Officers, Todd Dollinger and Steve Rhodes.
In respect of Tom Bronfeld, one (1) of Zeev Bronfelds son, it is believed that he is also a serial
entrepreneur and has a 21.0% shareholding interest in an investment company (TB Investment
Company) that invests primarily in high-tech companies.
Having considered that:
(a)
Zeev Bronfeld is principally involved as a passive investor in our Company. Since his
appointment as the Non-executive Director, Zeev Bronfeld has also not received any
remuneration from our Company; and
(b)
Tom Bronfeld is not able to unilaterally influence or make decisions regarding the
investments made by the TB Investment Company.
Based on the foregoing, the Sponsor is of the opinion that (i) any conflict situations have been
adequately resolved or eliminated; and (ii) any external investments undertaken by Zeev Bronfeld
and/or his associates will not adversely affect the interests of the Company or its shareholders.
Accordingly, the exemption of Tom Bronfeld from the obligations under the ZB Non-Competition
Undertaking is reasonable.
250

Currently, our Company does not require Zeev Bronfeld to provide a right of first refusal to our
Company in respect of his shareholding interests in the Certain Portfolio Entities and/or any other
portfolio companies of our Group which he may invest in (collectively, the ZB Portfolio Entities),
in the event that Zeev Bronfeld wishes to dispose of his shareholding interests in the ZB Portfolio
Entities (Disposal Event). Our Audit Committee shall on an on-going basis conduct periodic
reviews of whether our Company requires a right of first refusal from Zeev Bronfeld to purchase
his shareholding interests in the ZB Portfolio Entities in a Disposal Event. During such review, our
Audit Committee will consider, inter alia, whether there is any existing right of first refusal to our
Group in the incorporation documents and/or any other organisational documents of the ZB
Portfolio Entities.
Save as disclosed in the sections entitled General Information on our Group Competition and
Interested Person Transactions of this Offer Document, none of our Directors, Controlling
Shareholder or any of their Associates has an interest, direct or indirect:
(a)
in any transaction to which our Group was or is to be a party;
(b)
in any entity carrying on the same business or dealing in similar services which competes
materially and directly with the existing business of our Group; and
(c)
in any enterprise or company that is our Groups client or supplier of goods and services.
Save as disclosed in the sections entitled Interested Person Transactions and Directors,
Management and Staff Employment Agreements of this Offer Document, none of our Directors
has any interests in any existing contract or arrangement which is significant in relation to the
business of our Company and our Subsidiaries, taken as a whole.
Interests of Experts
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two (2) years preceding the date of this Offer Document, been acquired or
disposed of by or leased to our Company or its Subsidiaries or are proposed to be acquired or
disposed of by or leased to our Company or its Subsidiaries.
No expert (a) is employed on a contingent basis by our Company or our Subsidiaries; or (b) has
a material interest, whether direct or indirect, in our Shares or the shares of our Subsidiaries; or
(c) has a material economic interest, whether direct or indirect, in our Company, including an
interest in the success of the Placement.
Interests of Sponsor, Issue Manager and Placement Agent and Financial Adviser to our
Company in Israel
In the reasonable opinion of our Directors, our Company does not have any material relationship
with the Sponsor, Issue Manager and Placement Agent, or any other financial adviser in relation
to the Placement, save as disclosed below and in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document:
(a)
PPCF is the Sponsor, Issue Manager and Placement Agent in relation to the Listing;
(b)
PPCF will be the Continuing Sponsor of our Company for a period of three (3) years from the
date our Company is admitted and listed on the Catalist;
251

(c)
pursuant to the Full Sponsorship and Management Agreement and as part of PPCFs fees as
the Sponsor and Issue Manager, our Company issued and allotted 2,651,600 PPCF Shares
to PPCF representing 0.6% of the issued and paid-up share capital of our Company
immediately prior to the Placement. After the expiry of the relevant moratorium period as set
out in the section entitled Shareholders Moratorium of this Offer Document, PPCF may
dispose its shareholding interest in our Company at its discretion; and
(d)
CLAL Finance is the Financial Adviser to our Company in Israel.
252
DIRECTORS, MANAGEMENT AND STAFF

DIRECTORS
Our Board of Directors is entrusted with the responsibility for the direction and supervision of the
overall management of our business and affairs. The particulars of each of our Directors are set
out below:
Name
Age
Address
Position
Todd Dollinger
62
Iris 3
Moshav Shorashim
M.P. Misgav 2016400
Israel
Chairman and Chief

Executive Officer
Steve Rhodes
60
Rotem 2
Moshav Shorashim
M.P. Misgav 2016400
Israel
Chairman and Chief

Executive Officer
Zeev Bronfeld
64
Uri 6
Tel Aviv 64954
Israel
Non-executive Director
Elka Nir
54
39 Habal Shem Tov

Kiryat Ata
Israel
Lead Independent Director
66
1 St Thomas Walk
#14-01
Singapore 238096
Independent Director
Hang Chang Chieh
67
39 Jalan Kampong Chantek

Singapore 588616
Independent Director
The business and working experience and areas of responsibility of our Directors are set out
below:
Todd Dollinger was appointed as our Director upon the formation of our Company on 1 May 2007
and is our Chairman and Chief Executive Officer and is responsible for the overall management
of our Groups business operations (particularly, in the areas of budget and operations) and is also
primarily responsible for business development in China. Mr. Dollinger is also the Chairman of
Trendlines Medical where he manages and provides leadership directions in respect of the day to
day operations of Trendlines Medical.
Mr. Dollinger founded Trendlines, Inc., a US based company providing sales, marketing,
consulting and product development services for the US market in 1978. Mr. Dollinger served as
president of Trendlines, Inc. until 1990 when he and his family moved to Israel where he joined
the marketing department of SRD Medical. Mr. Dollinger went on to become SRD Medicals chief
executive officer, managing private equity placements and all aspects of marketing and product
development. In 1993, Mr. Dollinger left SRD Medical to cofound Trendlines International with Mr.
Rhodes. Under the leadership of Mr. Dollinger and Mr. Rhodes, Trendlines International grew to
become one of Israels leading business development consulting firms. In 2007, Mr. Dollinger and
Mr. Rhodes, together with our Non-Executive Director and Controlling Shareholder (our
Substantial Shareholder upon completion of the Final Issuance), Mr. Bronfeld, and one (1) of our
Shareholders, Ehud Huberman, founded our Company and merged the principal activities of
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Trendlines International into our Company the following year. Mr. Dollinger also serves as director
and chairman of the board on a number of Trendlines portfolio companies. Mr. Dollinger holds a
high school diploma.
Steve Rhodes was appointed as our Director upon the formation of our Company on 1 May 2007
and is responsible for the overall management of our Groups business operations (particularly, in
the areas of finance and compliance reporting functions) and is also primarily responsible for the
establishment of strategic partnerships in Europe and US. Mr. Rhodes is also the Chairman of
Trendlines Agtech where he manages and provides leadership directions in respect of the day to
day operations of Trendlines Agtech.
Mr. Rhodes began his career with the Chicago branch of Bank Leumi in 1979 where he advanced
through a number of financial marketing and lending positions, including director of marketing.
Mr. Rhodes continued with Bank Leumi when he and his family moved to Israel in 1985. While at
Bank Leumi in Israel, Mr. Rhodes rose to the position of deputy manager of Bank Leumis
International Division. In 1988, Mr. Rhodes joined SRD Medical; after serving as its chief financial
officer, he moved to the companys marketing department, becoming its vice president of sales
and marketing. In 1993, Mr. Rhodes left SRD Medical to cofound Trendlines International with Mr.
Dollinger. Under the leadership of Mr. Rhodes and Mr. Dollinger, Trendlines International grew to
become one (1) of Israels leading business development consulting firms. In 2004, Mr. Rhodes
became the Chief Executive Officer of The Incubator for Management of Technological
Entrepreneurship Misgav Ltd. (subsequently renamed Trendlines Medical), a position that he held
until 2010. In 2007, Mr. Rhodes and Mr. Dollinger, together with our Non-executive Director and
Controlling Shareholder (our Substantial Shareholder upon completion of the Final Issuance), Mr.
Bronfeld, and one (1) of our Shareholders, Ehud Huberman, founded our Company and merged
the principal activities of Trendlines International into our Company the following year. Mr. Rhodes
also serves as director and chairman of the board on a number of our Groups portfolio companies.
Mr. Rhodes holds a Master of Business Administration degree from the University of Chicago and
a Bachelor of Arts degree from Harvard University. Mr. Rhodes is a Certified Public Accountant in
the state of Illinois.
Zeev Bronfeld together with our Chairmen and Chief Executive Officers, Mr. Dollinger and Mr.
Rhodes, and one (1) of our Shareholders, Ehud Huberman, founded our Company and was
appointed as our Director upon the formation of our Company on 1 May 2007. Mr. Bronfeld is
currently the chief executive officer of M.B.R.T Development and Investment Ltd.
Mr. Bronfeld has significant experience in the management and building of medical device and
biotechnology companies. He co-founded Bio-Cell Ltd., an Israeli publicly-traded holding
company specialising in biotechnology companies and was its director and chief executive officer
until 25 December 2014 and 11 October 2015, respectively. Mr. Bronfeld currently serves as a
director and chairman of D.N.A. Biomedical Solutions, which is publicly traded on the TASE. Mr.
Bronfeld also serves as a director of the AMEX-listed company, Protalix BioTherapeutics, Inc., and
the NASDAQ-listed company, MacroCure Ltd. Mr. Bronfeld is also a director and chairman of a
number of private companies. Mr. Bronfeld holds a Bachelor of Social Science in Economics from
The Hebrew University of Jerusalem.
Elka Nir was appointed as our Director on 15 October 2015. She is our Lead Independent Director
and is also designated to be our external director under the Israeli Companies Law. Ms. Nir is
currently the founder and chief executive officer of E.LeadIN Ltd., a company which provides
business, strategy, marketing, strategic alliances and investment consultancy services. In
addition, Ms. Nir is also the chief executive officer of Carmel Ltd. (the economic corporation of
Haifa University, Israel) where she is responsible for, inter alia, leading commercial and business
254

activities, in particular, she founded and serves as the chief executive officer of Carmel
Innovations Ltd (a micro fund which invests in projects from Haifa University, Israel) and holds
directorships in Carmel Innovations Ltds subsidiaries.
Ms. Nir is currently a non-executive director and chairperson of Biological Signal Processing Ltd.,
a non-executive, independent and external director of Hadasit Bio-Holdings Ltd. and a nonexecutive director of IceCure Medical Ltd., all of which are companies listed on the TASE. She was
previously a non-executive external director of BATM Advanced Communications Ltd., a company
listed on the London Stock Exchange. Currently, Ms. Nir is also a board member of the Israel
Advanced Technology Industries (IATI) and chairperson and director of several private
companies.
Ms. Nir served as the vice president of marketing, sales and customer support at a subsidiary of
GE Medical from 1997 to 2000 before joining General Electric Medical, Israel as their vice
president of engineering and research between 2000 and 2002. From January 2003 to January
2007, Ms. Nir was the chief operating officer and director of development and operations at
Biosense Webster (Israel), Ltd., a subsidiary of Johnson & Johnson (J&J). From December 2006
to December 2011, Ms. Nir was the managing director and general partner of Giza Venture Capital
Fund (Giza VC Fund), a venture capital fund which invests in innovative high tech and life
sciences companies. She was also a member of Giza VC Funds investment committee and had
strong connections to its global investors specifically in Asia. In January 2012 to January 2015,
Ms. Nir served as a board director and investment committee member at the Van Leer Technology
Ventures, a technological incubator which invests in innovative medical and IT companies.
Ms. Nir holds a Bachelor of Science in Computer Sciences from Technion-Israel Institute of
Technology, Haifa, Israel, and a Diploma Magna Cum Laude in Business Administration from the
University of Haifa, Israel.
Stephen Philip Haslett was appointed as our Director on 15 October 2015 and is our
Independent Director. Mr. Haslett is currently the Managing Director (Asia Pacific) of Memjet
Incorporated (Memjet), which is in the business of developing next generation printer technology
for office and commercial applications, and is responsible for Memjets business development in
the Asia Pacific region. In addition, Mr. Haslett also provides consultancy services in business
development and commercialisation through Silver Fox Pte Ltd, a company which he founded.
Mr. Haslett has more than 30 years of experience in the IT business, and has held executive
positions at Hewlett Packard, Dell Computer and various technology start-ups where he assisted
in the commercialisation and globalisation of their technologies. Mr. Haslett was also a professor
of entrepreneurship at INSEAD, where he taught post-graduate and executive courses on, inter
alia, entrepreneurship, private equity, venture capital and computer-based business simulations.
Mr. Haslett holds a Bachelor of Science (Honours) in Aeronautical Engineering and a Master of
Science in Aeronautical Engineering from Imperial College, London and a Diploma of Imperial
College from the University of London. Mr. Haslett is also an associate of the City and Guilds
Institute, London and a member of the Singapore Institute of Directors.
Hang Chang Chieh was appointed as our Director on 15 October 2015. He is our Independent
Director and is also designated to be our external director under the Israeli Companies Law.
Professor Hang is currently the head, division of engineering & technology management, faculty
of engineering, of the National University of Singapore (NUS), a position he held since 2007.
Professor Hang has also been appointed the founding executive director of the Institute for
Engineering Leadership at NUS since 2011.
255

Professor Hang worked as a computer and systems technologist in the Shell Eastern Petroleum
Company (Singapore) and the Shell International Petroleum Company (The Netherlands) from
1974 to 1977 before joining NUS. Between 1977 and 2000, Professor Hang served various
positions in NUS, including the vice-dean of engineering, head of the department of electrical
engineering and deputy vice-chancellor (research & business ventures). Between 2001 and 2003,
Professor Hang was seconded to the Agency for Science, Technology and Research (A*STAR)
and acted as A*STARs executive deputy chairman. Upon completion of the secondment to
A*STAR, Professor Hang returned to NUS in January 2004 as the founding director of the Centre
for Management of Science and Technology, Faculty of Engineering, NUS.
Professor Hang has served as a board member of several public organisations including his
appointment as the founding deputy chairman of Singapores National Science and Technology
Board from 1991 to 1999, founding chairman of the Intellectual Property Office of Singapore from
2001 to 2009, founding chairman of the IP Academy of Singapore from 2002 to 2006 and a
member of the board of trustees of the Singapore Institute of Technology from 2009 to 2015. In
addition, Professor Hang also held directorships in public listed companies such as Trek 2000
International Ltd (a company listed on the Mainboard of the SGX-ST) and MMI Holdings Ltd (a
company which was listed on the Mainboard of the SGX-ST).
Professor Hang holds a Bachelor of Engineering (Honours) from the University of Singapore and
a Ph.D degree in Control Engineering from the University of Warwick.
Rule 406(3)(a) of the Catalist Rules states that as a pre-quotation disclosure requirement, a listing
applicant must release a statement (via SGXNET or in the offer document) identifying for each
director, whether the person has prior experience (and what) or, if the director has no prior
experience as a director of a listed company, whether the person has undertaken training in the
roles and responsibilities of a director of a listed company. With regards to Rule 406(3)(a) of the
Catalist Rules, Professor Hang has prior experience as director of public listed companies in
Singapore and is therefore familiar with the roles and responsibilities of a director of a public listed
company in Singapore. Notwithstanding, all our Directors have attended the relevant training
conducted by the Singapore Institute of Directors on 20 October 2015 to familiarise themselves
with the roles and responsibilities of a director of a public listed company in Singapore.
Our Independent Directors do not have any existing business or professional relationship of a
material nature with our Group, our Directors, Controlling Shareholder or Substantial Shareholder.
None of our Independent Directors sits on the board of our Subsidiaries.
256

The list of present and past directorships of each Director over the last five (5) years preceding
the date of this Offer Document, excluding those held in our Company, is set out below:
Name
Present Directorships
Past Directorships
Todd Dollinger
Group Companies
Misgav/Karmiel
Trendlines Agtech
Trendlines Medical
Group Companies
Other Companies
ApiFix Ltd. (1)
CardioFlow Ltd. (2)
Elastimed Ltd. (1)
EndoBetix Ltd. (1)
Escala Medical Ltd. (1)
E.T.View Ltd. (1)(3)
E.T.View Medical Ltd. (1)
Gordian Surgical Ltd. (1)
IntelliBreathe Ltd. (2)
InnoLap Surgical Ltd. (2) (in liquidation)
IonMed Ltd. (1)
Juvenis Ltd. (2)
LapSpace Medical Ltd. (1)
MediValve Ltd. (1)
NeuroQuest Ltd. (1)
Omeq Medical Ltd. (1)
ProArc Medical Ltd. (1)
SiL Vascular Ltd. (1)
Stimatix G.I. Ltd. (1)
Visidome Ltd. (1)
Vital View Ltd. (2) (in liquidation)
Other Companies
FlowSense Ltd. (4)
FlowSense Medical Ltd.
MitrAssist Medical Ltd. (2)
Pro I.V. Ltd. (2)
Scorpion Surgical Technologies
Ltd. (2)
257

Name
Past Directorships
Steve Rhodes
Group Companies
Misgav/Karmiel
Trendlines Agtech
Trendlines Medical
Group Companies
Other Companies
2P2D Solutions Ltd. (2)
Biofishency Ltd. (1)
BioPack Ltd. (2)
CoreBone Ltd. (1)
Eden Shield Ltd. (1)
Enolog Wise Technologies Ltd. (1)
(formerly known as Enolog
Technologies Ltd.)
GreenSpense Ltd. (1)
Headway Ltd. (1)
Leviticus Cardio Ltd. (1)
Liola Technologies Ltd. (1)
Metabolic Robots Feeding
Solutions Ltd. (1)
MiRobot Ltd. (1)
Neopterix Solutions Ltd. (1)
Nephera Ltd. (1)
NeuroQuest Ltd. (1)
Saturas Ltd. (1)
Scorpion Surgical Technologies Ltd. (2)
Sensogo Ltd. (2) (in liquidation)
ViAqua Therapeutics Ltd. (1)
Virtual Ports Ltd. (2)
Other Companies
Catalyst AgTech Ltd. (1)
Captive Bred Ltd. (2)
Flexicath Ltd. (2)(5)
(in liquidation)
Flexicath, Inc.
FlowSense Ltd. (4)
IonMed Ltd. (1)
Jetguide Ltd. (2)
MagDent Ltd. (1)
Micropointing Ltd. (2)
Microspark Ltd. (2)
NovoSpeech Ltd. (2)
Sol Chip Ltd. (1)
Pro I.V. Ltd. (2)
Realview Medical Ltd. (2)
VacciGuard Ltd. (liquidated)
Valentis Nanotech Ltd. (1)
Virentes Ltd. (1)
(formerly known as
FuturaGraft Ltd.)
Vital View Ltd. (2)
(in liquidation)
258

Name
Past Directorships
Zeev Bronfeld
Group Companies
Misgav/Karmiel
Trendlines Agtech
Trendlines Medical
Group Companies
Other Companies
Contipi Ltd.
Contipi Medical Ltd.
DNA Biomedical Solutions Ltd.
E.B.C Investments Ltd.
EcoCycle Israel Ltd.
Entera Bio Ltd.
Healthcare Holdings Ltd.
L.N. Innovative Technologies Ltd.
MacroCure Ltd.
M.B.R.T Development and
Investments Ltd.
Phase 3 Technologies Ltd.
Protalix Biotherapeutics Inc.
Protalix B.V.
Protalix Ltd.
S.T.S Medical Ltd. (1)
Trans-Bio Diesel Ltd.
White Swell Medical Ltd.
Other Companies
Allium Medical Solutions Ltd.
ApiFix Ltd. (1)
A.T.I Ashkelon Industries
Information Technologies Ltd.
A.Y.M.B Holdings and
Investments Ltd.
(in liquidation)
Bio-Cell Ltd.
Biomedix Incubator Ltd.
Ccam Biotherapeutics Ltd.
D. Medical Industries Ltd.
(now known as Ophectra
Real Estate & Investment
Ltd.)
ES-IS Technologies Ltd.
FlowSense Ltd. (4)
Gefan Investments Biomed Ltd
G-Sense Ltd.
IntelliBreathe Ltd. (2)
Meytav-Technological
Development Center Ltd.
Nanothera Ltd. (in liquidation)
Nasvax Ltd. (now known as
Therapix Biosciences Ltd.)
Next Gen Biomed Ltd.
Sindolor Holdings Ltd.
Sindolor Medical Ltd.
Spearhead Investment Ltd.
Spring Health Solutions Ltd.
Spring Set Health Solution Ltd.
Zo-opt Ltd.
259

Name
Past Directorships
Elka Nir
Group Companies
Group Companies
Other Companies
ArtsAvit Ltd.
Biological Signal Processing Ltd.
Carmel Innovations Ltd
Cologuard Ltd.
E. LeadIN Ltd.
EyeYon Medical Ltd.
Hadasit Bio-Holdings Ltd.
IceCure Medical Ltd.
Laryngoport Ltd.
MemoFit Ltd.
Pine Biotech Inc.
Rescure Ltd.
Other Companies
BATM Advanced
Communications Ltd.
Bonfix Ltd.
Mitralign Inc.
Van Leer Technology Ventures
Vision Care Inc.
Group Companies
Group Companies
Other Companies
Silver Fox Pte Ltd
Other Companies
Silver Fox Solutions Pte. Ltd.
Group Companies
Group Companies
Other Companies
Amplus Communications Pte. Ltd.
Ampere Vehicles Pte. Ltd.
Dou Yee Enterprises (S) Pte Ltd
Other Companies
Autron Corporation Limited
B.B.S. Access Pte Ltd
Beaver Networks Pte Ltd
China-Singapore Institute of
Digital Media Limited
Integrated Plastics
Technology Pte Ltd
Singapore Institute of
Technology
Stephen Philip
Haslett
Hang Chang
Chieh
Notes:
(1)
As at the Latest Practicable Date, this is one (1) of our portfolio companies.
(2)
As at the Latest Practicable Date, notwithstanding that our investments in these companies have been written off,
they continue to remain in our portfolio as we hold equity interests in them.
(3)
E.T.View Ltd. is a wholly owned principal operating subsidiary of E.T.View Medical Ltd.
(4)
FlowSense Ltd. is a wholly owned subsidiary of FlowSense Medical Ltd.
(5)
Flexicath Ltd. is a wholly owned subsidiary of Flexicath, Inc.
260

EXECUTIVE OFFICERS
The day-to-day operations are entrusted to our Chairmen and Chief Executive Officers who are
assisted by an experienced and qualified team of Executive Officers. The particulars of our
Executive Officers are set out below:
Name
Age
Address
Principal Occupation
Gabriela Heller
50
7 Habanim St. Avichayl Israel
Chief Financial Officer
Yosef Ron
59
73 Ramot Naftali
Israel 1383000
Chief Operating Officer

and Joint Company
Secretary
Yosef Hazan
58
31 Stepan Vize
Haifa, Israel 3543950
Chief Executive Officer,

Trendlines Labs
Eran Feldhay
43
41 Tamar St.
Rakefet, Israel 20175
Vice President of
Trendlines and Chief
Executive Officer,
Trendlines Medical
Nitza Kardish
59
3 Shimshon St.
Tel Aviv, Israel 64354
Vice President of
Trendlines and Chief
Executive Officer,
Trendlines Agtech
The business and working experience and areas of responsibility of our Executive Officers are set
out below:
Gabriela Heller is our Chief Financial Officer. Ms. Heller joined our Company in July 2010 and is
responsible for finance, reporting, taxation and certain legal matters of our Group. Ms. Heller has
extensive financial experience, having previously worked as an accountant, chief financial officer,
and director of public and private companies. Prior to joining our Company, Ms. Heller served as
chief financial officer of Walden Israel Ventures funds from November 1993 to July 2010. Prior to
joining Walden Israel Ventures, Ms. Heller was a senior manager with Kost Forer Gabbay &
Kasierer (a Member of Ernst & Young Global) from October 1989 to October 1993. Ms. Heller
currently serves as a director of Camtek Ltd., which is a company listed on NASDAQ and two (2)
companies listed on TASE, namely Kerur Holdings Ltd. and Elco Ltd.. Ms. Heller also serves as
a director of Kolchey Misgav Ltd., a privately held company. Ms. Heller holds a Master of Laws
degree from Bar-Ilan University and a Bachelor of Arts degree in economics and accounting from
the Hebrew University of Jerusalem. Ms. Heller is also a Certified Public Accountant in the State
of Israel.
Our Audit Committee and the Sponsor, after having conducted an interview with Ms. Heller and
after having considered:
(a)
the qualifications and past working experiences of Gabriela Heller which are compatible with
her position as Chief Financial Officer of our Company;
(b)
Gabriela Hellers past audit, financial and accounting related experiences;
(c)
Gabriela Hellers demonstration of the requisite competency in finance-related matters of our

Group in connection with the preparation for the listing of our Company;
261

(d)
the absence of negative feedback on Gabriela Heller from the representatives of our Groups
Independent Auditors and Reporting Accountants; and
(e)
the absence of internal control weaknesses attributable to Gabriela Heller identified during
the internal control review conducted,
are of the view that Ms. Heller is suitable for the position of Chief Financial Officer of our Company.
Further, after making all reasonable enquiries, and to the best of their knowledge and belief,
nothing has come to the attention of our Audit Committee members to cause them to believe that
Gabriela Heller does not have the competence, character and integrity expected of a Chief
Financial Officer of a listed issuer.
In addition, Ms. Heller shall be subject to performance appraisal by our Audit Committee on an
annual basis.
Yosef Ron is our Chief Operating Officer and is in charge of all operation matters of our Company
and provides guidance and support to Trendlines Agtech and Trendlines Medical on matters in
relation to the OCS. He is also our Joint Company Secretary. Mr. Ron joined our Company in July
2011 and has more than 35 years of extensive managerial experience. Prior to his appointment
as Chief Operating Officer of our Company, Mr. Ron served as Chief Executive Officer of
Trendlines Agtech and its predecessors since December 2000. From 1980 to 1996, Mr. Ron
established and managed AEROMAOZ Ltd., an aviation electronic equipment production
company, which became a global company under his leadership. Thereafter, Mr. Ron served as
a senior organisational consultant at TEOM from May 1997 to October 2000. Mr. Ron holds a
Bachelor of Science degree in industrial engineering from Tel Aviv University.
Yosef Hazan is our Chief Executive Officer of Trendlines Labs and is responsible for the overall
management of Trendlines Labs. Mr. Hazan joined Trendlines Labs in December 2011, bringing
considerable experience in global R&D management and marketing. Mr. Hazan has previously
held executive positions in engineering and development and has more than 25 years of
experience that spans various markets, including military and semiconductor equipment and
medical devices. Prior to joining our Company, Mr. Hazan was the chief operating officer at
CogniFit Ltd from December 2009 to December 2010 and general manager at Biosense Webster,
a medical device company, from April 2007 to December 2009. Prior to that, Mr. Hazan was the
general manager at KLA-Tencor Ltd, a semiconductor equipment company from April 1996 to April
2007. Mr. Hazan holds both a Bachelor of Science degree in electrical engineering and a Master
of Science degree in electrical engineering from the Technion, Israel Institute of Technology.
Eran Feldhay is the Vice President of our Company and Chief Executive Officer of Trendlines
Medical and is responsible for the overall management of the business operations of Trendlines
Medical. Dr. Feldhay joined Trendlines Medical in May 2010. Prior to joining Trendlines Medical,
Dr. Feldhay began his career in September 2003 as a product manager at cardiology-imaging and
IT solutions provider Medcon Telemedicine Technologies Ltd. (Medcon) when the company was
a start-up. Under Dr. Feldhays guidance as product manager, Medcon expanded to include full
cardiology IT solutions as well as cardiac cathlab monitoring solutions. In 2004, Dr. Feldhay was
promoted to Vice President of marketing and product management. Dr. Feldhay also served as a
senior member of the due diligence team when Medcon was acquired by McKesson Corporation,
which is a company on the Fortune 500 List. In September 2006, Dr. Feldhay was appointed
general manager of McKesson Israel Ltd. and VP cardiology for McKesson Imaging Group, a
position he held until November 2008. From 2008 to 2011, Dr. Feldhay was a part time external
director of TopSpin Medical, Inc, a company previously listed on the TASE. Dr. Feldhay received
his Bachelor of Medical Sciences degree and his Doctor of Medicine degree from Tel Aviv
University and holds a Master of Business Administration degree from Ben-Gurion University.
262

Nitza Kardish is the Vice President of our Company and Chief Executive Officer of Trendlines
Agtech and is responsible for the overall management of the business operations of Trendlines
Agtech. Dr. Kardish joined Trendlines Agtech in June 2011, bringing 15 years of experience
working in senior management positions at life science companies. Prior to joining Trendlines
Agtech, Dr. Kardish served as vice president, business development at Technion R&D Foundation
2, Ltd. (also known as Technion Seed), where she was responsible for the life sciences and
clean tech fields. Dr. Kardish previously served as chief executive officer of Clal Life Sciences, a
R&D centre for emerging life science companies, chief executive officer of UroGyn, a start-up that
developed minimally invasive surgical tools and as business development manager at Rafael
Development Cooperation, Ltd. from January 2004 to April 2006. Dr. Kardish was a post doctoral
research fellow in the Department of Plant Genetics at the Weizmann Institute of Science and
holds a Master of Science (Cum Laude) degree and a Doctor of Philosophy (life sciences) degree
from Tel Aviv University.
There is no family relationship between any of our Directors and/or Executive Officers, or between
any of our Directors, Executive Officers and Substantial Shareholder.
There is no arrangement or understanding with any of our Substantial Shareholder, customer or
supplier of our Company or any other person, pursuant to which any of our Directors or Executive
Officers was selected as our Director or Executive Officer.
The list of present and past directorships of each Executive Officer over the last five (5) years
preceding the date of this Offer Document, excluding those held in our Company, is set out below:
Name
Past Directorships
Gabriela Heller
Group Companies
Group Companies
Other Companies
Camtek Ltd.
Elco Holdings Ltd.
Ido Heller Management Ltd.
Kerur Holdings Ltd.
Kolchey Misgav Ltd.
Other Companies
Ashlad Ltd.
CattleSense Ltd.
Group Companies
Group Companies
Other Companies
2P2D Solutions Ltd. (2)
Advanced MemTech Ltd. (1)
Air Freedom Ltd. (2)
BAS Biological Alarm System Ltd. (2)
Breezy Industries Ltd. (1)
Levgum Ltd. (1)
Liola Technologies Ltd. (1)
Mantissa Ltd. (1)
MicroPointing Ltd. (2)
Microspark Ltd. (2)
Novospeech Ltd. (2)
Sol Chip Ltd. (1)
VivoText Ltd. (1)
Other Companies
BioMem Ltd. (2)
Bio-Petrol Ltd. (2)
Coral Tech AquaCulture
Technologies Ltd. (2)
FlowSense Ltd. (4)
Inphodrive Ltd. (2)
MagDent Ltd. (1)
Mega Fish Systems Ltd. (2)
OtoMedics Advanced Medical
Technologies Ltd. (2)
SortFix Ltd. (2)
SEQ.U.R. Ltd. (2)
Video D.S.P Ltd. (2)
Yosef Ron
263

Name
Past Directorships
Yosef Hazan
Group Companies
Group Companies
Other Companies
Other Companies
CattleSense Ltd.
Group Companies
Group Companies
Other Companies
ApiFix Ltd. (1)
Arcuro Medical Ltd. (1)
CardioFlow Ltd. (2)
EndoBetix Ltd. (1)
Escala Medical Ltd. (1)
Fidmi Medical Ltd. (1)
Gordian Surgical Ltd. (1)
InnoLap Surgical Ltd. (2) (in liquidation)
IonMed Ltd. (1)
Juvenis Ltd. (2)
MediValve Ltd. (1)
NeuroQuest Ltd. (1)
Omeq Medical Ltd. (1)
OrthoSpin Ltd. (1)
ProArc Medical Ltd. (1)
Realview Medical Ltd. (2)
S.T.S Medical Ltd. (1)
Vensica Medical Ltd. (1)
VisiDome Ltd. (1)
Vital View Ltd. (2) (in liquidation)
Other Companies
Inspiro Medical Ltd.
MitrAssist Medical Ltd. (2)
My Size, Inc. (formerly known
as TopSpin Medical, Inc.)
Group Companies
Group Companies
Other Companies
Biofishency Ltd. (1)
Catalyst Agtech Ltd. (1)
CoreBone Ltd. (1)
Eden Shield Ltd. (1)
Enolog Wise Technologies Ltd. (1)
(formerly known as Enolog
Technologies Ltd.)
GreenSpense Ltd. (1)
Metabolic Robots Feeding Solutions
Ltd. (1)
MiRobot Ltd. (1)
Neopterix Solutions Ltd. (1)
Saturas Ltd. (1)
Sensogo Ltd. (2) (in liquidation)
Valentis Nanotech Ltd. (1)
ViAqua Therapeutics Ltd. (1)
Virentes Ltd. (1) (formerly known as
FuturaGraft Ltd.)
Other Companies
CattleSense Ltd.
MagDent Ltd. (1)
Eran Feldhay
Nitza Kardish
264

Notes:
(1)
As at the Latest Practicable Date, this is one (1) of our portfolio companies.
(2)
As at the Latest Practicable Date, notwithstanding that our investments in these companies have been written off,
they continue to remain in our portfolio as we hold equity interests in them.
(3)
E.T.View Ltd. is a wholly owned principal operating subsidiary of E.T.View Medical Ltd.
(4)
FlowSense Ltd. is a wholly owned subsidiary of FlowSense Medical Ltd.
265
Chief Executive Officer

Trendlines Medical
Eran Feldhay
Vice President
of our Company
266
Yosef Ron
Chief Operating Officer
and
Joint Company Secretary
Yosef Hazan
Trendlines Labs
Chairman of Trendlines Agtech
Chairman of Trendlines Medical
Gabriela Heller
Chief Financial
Officer
Steve Rhodes
Chairman and Chief Executive Officer
of our Company
Todd Dollinger
Chairman and Chief Executive Officer
of our Company
Our management reporting structure is as follows:
MANAGEMENT REPORTING STRUCTURE

Trendlines Agtech
Nitza Kardish
Vice President
of our Company

EMPLOYEES
As at the Latest Practicable Date, our Group had a workforce of 31 employees. All of our
employees reside in Israel.
The functional distribution of our Groups employees as at 31 December 2012, 31 December
2013, 31 December 2014, 30 June 2015 and the Latest Practicable Date are as follows:
Functions
As at 31 December
2012
2013
2014
As at
30 June
2015
As at the
Latest
Practicable
Date
Senior Management
Deal Flow
Business Development
Finance
R&D
Administration
28
29
31
30
31
Total
We currently do not employ temporary employees.

Our employees are entitled to benefits according to local labour laws and under extension orders
(extending the provisions of certain collective bargaining agreements). Israeli labour laws govern
the length of the workday, minimum wages for employees, procedures for hiring and dismissing
employees, determination of severance pay, annual leave, sick days, advance notice of
termination, payments to the National Insurance Institute, and other conditions of employment and
include equal opportunity and anti-discrimination laws. While none of our employees is party to
any collective bargaining agreements, certain provisions of the collective bargaining agreements
between the Histadrut (General Federation of Labour in Israel) and the Coordination Bureau of
Economic Organisations (including the Industrialists Associations) are applicable to our
employees in Israel by order of the Israeli Ministry of the Economy (formerly the Ministry of
Industry, Trade and Labour). These provisions primarily concern pension fund benefits for all
employees, insurance for work-related accidents, recuperation pay and travel expenses.
The relationship and co-operation between the management and staff have been good and are
expected to continue and remain as such in the future. There has not been any incidence of work
stoppages or labour disputes which affected our operations.
Related employees
Karen Kozek is the spouse of our Chairman and Chief Executive Officer, Todd Dollinger, and is
employed by our Company as a marketing communications coordinator.
Save as disclosed above, as at the Latest Practicable Date, none of our employees are related to
our Directors, Executive Officers, Controlling Shareholder and/or Substantial Shareholder.
267

For FY2012, FY2013 and FY2014, the remuneration paid to Karen Kozek (including salary, bonus,
pension contributions, allowances and benefits-in-kind) was US$32,895, US$37,098 and
US$56,163, respectively. For HY2015, the estimated remuneration to be paid to Karen Kozek
(including salary, bonus, pension contributions, allowances and benefits-in-kind) was
approximately US$28,165. The basis of determining the remuneration of such related employee
is the same as the basis of determining the remuneration of other unrelated employees.
The remuneration of any employee who is related to our Directors, Executive Officers, Controlling
Shareholders and/or Substantial Shareholders will be reviewed annually by our Remuneration
Committee to ensure that their remuneration packages are in line with our staff remuneration
guidelines and commensurate with their respective job scopes and level of responsibilities. Any
bonuses, pay increment and/or promotions for these related employees will also be subject to the
review and approval of our Remuneration Committee and other approvals required under the
In addition, any new employment of related employees and the proposed terms of their
employment will be subject to the review and approval of our Remuneration Committee and other
approvals required under the Israeli Companies Law. In the event that a member of our
Remuneration Committee is related to the employee under review, he/she will abstain from the
review.
DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION
The remuneration (including salary, bonus, pension contributions, directors fees, allowances and
benefits-in-kind (1)) paid in FY2013 and FY2014 and the estimated remuneration (excluding bonus
and benefits-in-kind) to be paid in FY2015 to our Directors and Executive Officers for services
rendered to our Group on an individual basis are set out in the following remuneration bands (2):
FY2013
FY2014
Estimated
for FY2015 (3)
Todd Dollinger
Band B
Band E
Band E
Steve Rhodes
Band B
Band E
Band E
Band A
Elka Nir
Band A
Band A
Hang Chang Chieh
Band A
Gabriela Heller
Band B
Band B
Band B
Yosef Ron
Band B
Band B
Band B
Yosef Hazan
Band B
Band B
Band B
Eran Feldhay
Band B
Band B
Band B
Nitza Kardish
Band B
Band B
Band B
Directors
Zeev Bronfeld
(4)
Executive Officers
268

Notes:
(1)
Benefits-in-kind includes the cost of a car and options granted under the Old Option Plan.
(2)
Remuneration bands:
Band A refers to remuneration of up to S$250,000.
Band B refers to remuneration between S$250,001 and S$500,000.
Band C refers to remuneration between S$500,001 and S$750,000.
Band D refers to remuneration between S$750,001 and S$1,000,000.
Band E refers to remuneration between S$1,000,001 and S$1,250,000.
Band F refers to remuneration between S$1,250,001 and S$1,500,000.
(3)
The estimated remuneration to be paid for FY2015 does not take into account any bonus or profit-sharing plan any
other profit-linked agreement or arrangement due to our Directors and our Executive Officers.
(4)
Zeev Bronfeld has not received remuneration from our Company since his appointment as our Director. Following
our Listing, Zeev Bronfeld will receive directors fees in accordance with the Remuneration Regulations.
Old Options
Our Chairmen and Chief Executive Officers and Executive Officers have been granted Old
Options under the Old Option Plan. Please refer to the section entitled Share Capital
Outstanding Options of this Offer Document for more details.
All outstanding Old Options granted under the Old Option Plan will be vested by 2 August 2018.
The Board of Directors is responsible for administering the Old Option Plan directly. However,
moving forward, our Remuneration Committee will be responsible for administering the Old Option
Plan post-Listing. Since 2 August 2015, no Old Options have been granted under the Old Option
Plan and Old Options are not permitted to be granted under the Old Option Plan as soon as the
Plan and Sub-Plan are in effect.
The right to exercise vested Old Options granted pursuant to the Old Option Plan, unless
otherwise stated in a specific grantees notice of grant, will expire on the earliest to occur of the
following: (i) 10 years from the date of grant; (ii) one (1) year from the date of the optionees death
or disability; (iii) three (3) months from the date of the optionees voluntary resignation or
involuntary termination not for cause; (iv) immediately, in the case of termination of the optionees
employment or term in office for cause; or (v) the date set forth in the grant notification letter
provided by our Company. All outstanding Old Options granted under the Old Option Plan, to the
extent not exercised, will expire by April 2025. However, notwithstanding the foregoing, with
respect to the Old Options granted to our Executive Officers (namely, Gabriela Heller, Yosef Ron,
Yosef Hazan, Eran Feldhay and Nitza Kardish) and one (1) ex-employee on 1 September 2011,
the right to exercise the vested Old Options will expire on 1 September 2021 (that is, 10 years from
the date of grant).
With respect to the Old Options granted to our Executive Officers (namely, Gabriela Heller, Yosef
Ron, Yosef Hazan, Eran Feldhay and Nitza Kardish) and one (1) ex-employee on 1 September
2011, the Old Options shall be entitled to receive deemed interest such as dividends distributed
prior to exercise of such Old Options, which will be paid as a deemed dividend by way of a
salary/bonus paid to our Executive Officers.
269

The Plan and Sub-Plan were adopted on 11 November 2015, effective immediately prior to Listing.
Following the adoption of the Plan and Sub-Plan, the Old Option Plan will no longer be active upon
Listing but will continue to govern the treatment of the Old Options that have been previously
granted under the Old Option Plan. Please refer to the sections entitled Share Option Plans Old
Option Plan and Appendix H Rules of the Old Option Plan of this Offer Document for more
details on the Old Option Plan and the Old Options.
Under the Israeli Companies Law, compensation of directors requires the approval of a companys
remuneration committee, the subsequent approval of the board of directors and, unless exempted
under the regulations promulgated under the Israeli Companies Law, the approval of the
shareholders at a general meeting. Where the director is also a controlling shareholder, the
requirements for approval of transactions with controlling shareholders apply. Please refer to the
sections entitled Interested Person Transactions Guidelines and Review Procedures for
On-going and Future Interested Person Transactions Interested Person Transactions under the
Israeli Companies Law and Appendix C Summary of Certain Provisions of Israeli Companies
Law of this Offer Document for more details.
According to the regulations promulgated under the Israeli Companies Law concerning the
remuneration of external directors (the Remuneration Regulations), external directors are
generally entitled to an annual fee, a participation (attendance) fee for each meeting of the board
of directors or any committee of the board of directors on which he or she serves as a member,
and reimbursement of travel expenses for participation in a meeting which is held outside of the
external directors area of residence and of all direct expenses incurred in connection with
attending meetings outside such external directors home country, provided that the said
reimbursement of expenses is based on the same criteria as the reimbursement paid by the
company to the non-external directors and who are not residents of the country where the meeting
takes place. The minimum, fixed and maximum amounts of the annual and participation fees are
set forth in the Remuneration Regulations, based on the classification of the company according
to the amount of its capital. The participation fees paid for participation in a board of directors
meeting through the phone, or through any other means of communication shall be 60.0% of the
ordinary participation fees. The participation fees paid with regard to the adoption of a resolution
in writing (without convening an actual meeting) shall be 50.0% of the ordinary participation fees.
According to the Remuneration Regulations, the remuneration committee and shareholders
approval may be waived if the annual and participation fees to be paid to the external directors are
within the range of the fixed annual fee or the fixed participation fee and the maximum annual fee
or the maximum participation fee for the companys level, respectively. However, remuneration of
an external director in an amount which is less than the fixed annual fee or the fixed participation
fee, respectively, requires the approval of the remuneration committee, the board of directors and
the shareholders (in that order). The remuneration of external directors must be made known to
the candidate for such office prior to his/her appointment and, subject to certain exceptions, will
not be amended throughout the three-year period during which he or she is in office. A company
may compensate an external director in shares or rights to purchase shares, other than
convertible debentures which may be converted into shares, in addition to the annual
remuneration, the participation fee and the reimbursement of expenses, subject to certain
limitations set forth in the Remuneration Regulations.
Additionally, according to other regulations promulgated under the Israeli Companies Law,
shareholders approval for directors compensation and employment arrangements is not required
if both the remuneration committee and the board of directors resolve that either (i) the directors
compensation and employment arrangements are solely for the benefit of the company or (ii) the
remuneration to be paid to any such director does not exceed the maximum amounts set forth in
the Remuneration Regulations; provided however that no holder of 1.0% or more of the issued and
270

outstanding share capital or voting rights in the company objects to such exemption from
shareholders approval requirement, such objection to be submitted to the company in writing not
later than 14 days from the date the company notifies its shareholders regarding the adoption of
such resolution by the company. If such objection is duly and timely submitted, then the
remuneration arrangement of the directors will require shareholders approval as detailed above.
The directors are also entitled to be paid reasonable travel, hotel and other expenses expended
by them in attending board meetings and performing their functions as directors of our Company,
according to the policy of our Company from time to time and subject to obtaining required
corporate approvals.
Pension or retirement benefits
Our employees are covered by managers insurance, which provides life and pension insurance
coverage with customary benefits to employees, including retirement and severance benefits. We
contribute 13.33% of our permanent employees monthly wage (which includes a severance
amount) to a managers insurance fund and the employees contribute 5.0% of their monthly wage
to such funds. In addition, most of our employees are entitled to an advanced education fund. We
contribute 7.5% of the employees monthly wage and the employees contribute 2.5% of their
monthly wage to such fund (up to the maximum amount exempt from tax).
Israeli law generally requires severance pay upon the retirement or death of an employee or
termination without due cause. We currently fund a partial amount of the severance obligations to
our employees by making monthly payments in the amount of 8.33% of an employees monthly
wages to approved pension funds or insurance policies. Most of our employees, under a specific
statutory provision, are generally entitled to the severance sums accrued in their pension funds
or insurance policies in any event of termination without due cause (including in case of
resignation) and said severance sums fully satisfy our severance obligation towards said
employees.
As at the Latest Practicable Date, save as disclosed above and in the section entitled Directors,
Management and Staff Employment Agreements of this Offer Document, we have not set aside
or accrued any amounts to provide pension, retirement or similar benefits to our employees and
Directors.
EMPLOYMENT AGREEMENTS
On 28 October 2015, our Company entered into separate Employment Agreements with each of
our Chairmen and Chief Executive Officers, Todd Dollinger and Steve Rhodes (each an
Executive). The Employment Agreements shall come into effect as of and commencing from the
date of Listing.
The term of the Executives employment shall continue for a period of three (3) years from the date
of Listing (Initial Term), provided however, that each of the parties shall be entitled to bring the
Executives employment to an end, at any time, including during the Initial Term, for any reason
by providing a prior written notice as set forth in Annex A of the Employment Agreement. After the
Initial Term, the Executives employment shall be automatically renewed on an annual basis (i.e.,
for successive 12 month periods) under the same terms of employment, unless terminated in
accordance with the terms contained in the Employment Agreement.
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The Employment Agreements provided for, inter alia, base salary, eligibility for benefits,
confidentiality, ownership of intellectual property, grounds of termination and certain restrictive
covenants (including non-compete covenants).
Under the terms of the respective Employment Agreements (which are identical), each of the
Executives is entitled to a gross monthly salary of NIS 85,500 (Salary) (which includes an
amount equal to 10.0% of the Salary as special consideration paid for the Executives
non-competition undertaking), as well as an annual bonus in accordance with the provisions of the
compensation policy (as shall be adopted and determined, from time to time, by our Remuneration
Committee). All expenses and disbursements incurred by the Executive in carrying out his duties
under his Employment Agreement, in accordance with our Companys policies and procedures, as
shall be in effect from time to time, and against the submission of receipts therefor, shall be
reimbursed by our Company. In addition, each of the Executives shall be entitled to the use of a
leased car and a cellular phone.
The Salary, benefits and other compensation under the Employment Agreement relate only to the
Executives position as Chief Executive Officer, and there is no additional remuneration for the
office as Chairman.
Our Company may terminate the employment of each Executive immediately, without prior notice
or the redemption thereof, in the event that the Executive commits any of the following:
(a)
embezzlement;
(b)
theft;
(c)
criminal offence;
(d)
act involving moral turpitude;
(e)
breach of any of the Executives undertaking to maintain confidentiality, to assign intellectual

property rights, to refrain from competing with and/or soliciting from, our Company, inter alia,
according to the undertaking set out in Annex B of the Employment Agreement or any other
fundamental breach of the Employment Agreement;
(f)
breach of fiduciary duties;
(g)
lack of cooperation on the part of the Executive during the prior notice period or any part
thereof; or
(h)
any other act or omission which under applicable law enable(s) entire or partial denial of
severance payments or prior notice or redemption thereof.
Each of (a) to (h) above shall be referred to herein as Termination for Cause.
In the event of a Termination for Cause, the Executive shall be entitled to receive:
(i)
any earned or accrued base salary and accrued but unused vacation time through to the date
of termination;
(ii)
any outstanding recreation payments through the date of termination;
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(iii) release of the entire amounts accrued in the managers insurance policy, pension fund and
Study Fund (collectively, the Funds), provided however, that the severance pay component
accrued in the Funds may be negated, by virtue of a court ruling, according to the Israeli
Severance Pay Law 5723-1963; and
(iv) reimbursement of any approved expenses through to the date of termination.
The entitlements in (i), (ii), (iii), and (iv) above are collectively referred to as Basic Accrued
Amounts.
In the event of voluntary resignation (not in the circumstances of Good Reason (as defined
herein)), each Executive is entitled to receive his Basic Accrued Amounts and release of the
severance component accrued in the Funds. Each Executive is required to give prior written notice
of resignation of six (6) months. However, our Company may decide to pay out the notice period
instead of requiring performance of actual work during the notice period.
Each of the Executives may, in his sole discretion, terminate his employment at any time,
immediately and without prior notice, for Good Reason if he does so as a result of or at any time
after the occurrence of any of the following events without the Executives consent:
(a)
substantial reduction of scope of the Executives reporting responsibilities or change of the

person to whom the Executive reports (other than change in directors of the Board from time
to time), change of the Executives title as the Chairman and Chief Executive Officer, or
reduction or diminution of the Executives duties, authorities, responsibilities or offices;
(b)
reduction of the Executives compensation and benefits (other than the annual bonus
resulting from the compensation policy) as in effect immediately prior to such reduction;
(c)
the Executives disability entirely incapacitating the Executive from performing his position or
the Executives death (provided that said circumstances shall not be deemed Good Reason
for the purpose of the termination adjustment payment as described below);
(d)
our Companys commitment of any act or omission which entitle the Executive under the
provisions of the Israeli Severance Pay Law 5723 1963 to resign and receive severance
payments,
provided that the Executive shall not be deemed to have resigned with Good Reason unless the
Executive provides written notice to our Company of the existence of the condition or occurrence
giving rise to Good Reason within a period not to exceed 30 days of the initial existence of the
applicable condition or occurrence, and our Company fails to cure the condition or occurrence
giving rise to Good Reason within 30 days following the delivery of such notice.
If the Executive resigns for Good Reason, he will be entitled to resign immediately without
providing prior notice of resignation and receive: (i) the Basic Accrued Amounts; (ii) release of the
severance pay component accrued in the Funds; (iii) (in addition to any prior notice payments or
any statutory payment) a termination adjustment payment equal to an amount representing his
then current monthly Salary multiplied by six (6) (Termination Adjustment Payment), provided
that, notwithstanding anything to the contrary in his Employment Agreement, the Executives
death or disability incapacitating the Executive from performing his essential duties under his
Employment Agreement shall not constitute Good Reason for the purpose of this Termination
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Adjustment Payment and shall not entitle the Executive to receive the Termination Adjustment
Payment. The Termination Adjustment Payment shall be paid as a one lump sum upon the lapse
of the prior notice (or termination of the employment relationship if the notice period is redeemed).
If the employment of the Executive is terminated without Cause, he will be entitled to (i) the Basic
Accrued Amounts; (ii) the severance pay component accrued in the Funds; and (iii) a prior notice
of termination of six (6) months. However, our Company may decide to pay out the notice period
of six (6) months instead of requiring the performance of actual work during the notice period.
Additionally, the Executive will be entitled (in addition to any prior notice payments or any statutory
payment) to receive from our Company a Termination Adjustment Payment in accordance with the
terms of the Employment Agreement.
Under the respective Employment Agreements, each of the Executives has undertaken that,
absent the prior written consent of our Company, for as long as he is employed by our Company
and for a period of 12 months following the date of termination of employee-employer relationship
between him and our Company (Termination Date), for any reason whatsoever, he shall not,
directly or indirectly, on a world-wide basis:
(a)
be involved or engaged or concerned or interested in any activity which is of a similar nature

and has a similar business model and is in competition with the business carried on by our
Company and/or any parent, subsidiary or Associated Company of our Company (Company
Group) as at the Termination Date (Business);
(b)
seek or accept employment with or engagement by or otherwise perform services for or

engage in Business with or be in any way interested in or connected with any competitor(s)
of our Company and/or Company Group;
(c)
employ, offer to employ or otherwise engage or solicit or endeavour to engage or solicit for
employment or engagement any person who is or was, during the six (6) month period prior
to the termination of his employment with our Company, a director or employee employed in
a managerial or executive position of our Company and/or Company Group (Employees)
or exclusive consultant, exclusive supplier or exclusive contractor of our Company nor take
any action, including conduct any business activity, which could intervene in the relationship
of our Company with any customers, suppliers, consultants, advisors, service providers,
Employees, etc.; and
(d)
conduct any business, with any of our Companys portfolio companies, without the prior
consent of our Company, which consent will not be unreasonably withheld
(the Non-Competition and Non-Solicitation Undertaking).

For the purpose of the Non-Competition and Non-Solicitation Undertaking, the term directly and
indirectly includes doing Business either alone or in association or partnership with or as an
owner, independent contractor, shareholder, unit-holder, director, partner, manager, agent,
employee, beneficiary or trustee of, consultant or advisor to any person or otherwise, etc., but
does not include holding of and/or being interested in (a) free market shares or debentures of up
to 5.0% of the total issued share capital of any publicly traded companies; or (b) any shares or
stock or convertible securities instruments of our Company, any Company Group or any of our
Companys portfolio companies.
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The Non-Competition and Non-Solicitation Undertaking shall survive the termination of the
Employment Agreement for so long as the Executive (i) remains as a Director and/or Controlling
Shareholder of our Company itself; or (ii) continues to occupy any directorship and/or executive
management position in our Company, Trendlines Medical, Trendlines Agtech and/or any other
subsidiaries (which are in line with and contribute to the business of the Group) which will be
established by our Company in future.
Concurrently with the Employment Agreements, each of the Executives has, as part of their terms
of office and employment of the Executive, entered into separate officers indemnification and
exculpation agreements with our Company. Please refer to the section entitled Directors,
Management and Staff Indemnification Agreements of this Offer Document for more details.
Had the Employment Agreements mentioned above been in place during FY2014, and assuming
that the value of the benefits-in-kind under the Employment Agreements remain the same, the
aggregate remuneration (including contributions and other benefits, if any) paid or provided to our
Executive Directors would have been approximately US$2.2 million instead of approximately
US$2.0 million and our net loss attributable to equity holders of our Company would have been
approximately US$2.9 million instead of US$2.8 million.
Our Company has also previously entered into various employment agreements with all our
Executive Officers. Such agreements typically provide for the salary payable, appointments and
duties, working hours, annual vacation, recreation pay, medical leave, grounds of termination and
certain restrictive covenants (including, in certain cases, non-compete obligations, in respect of
certain Executive Officers).
Save as disclosed above, there are no other existing or proposed service contracts entered into
or to be entered into between our Company and our Subsidiaries with any of our Directors. Save
as disclosed above, there are no existing or proposed service agreements entered into or to be
entered into between our Company and our Subsidiaries with any of our Directors which provide
for benefits upon termination of employment.
Save as disclosed above, there are no bonus or profit-sharing plans or any other profit-linked
agreements or arrangements between our Company and any of our Directors, Executive Officers
or employees.
INDEMNIFICATION AGREEMENTS
The Israeli Companies Law permits a company to indemnify its office holders (as such term is
defined under the Israeli Companies Law), whether retroactively or prospectively, if appropriate
provisions are contained in a companys articles of association pursuant to the Israeli Companies
Law. In practise, such indemnification is common and customary with private and public
companies in Israel. Please refer to the sections entitled Appendix C Summary of Certain
Provisions of Israeli Companies Law, Appendix D Selected Extracts of our Articles of
Association and Appendix E Our Articles of Association of this Offer Document for more
details.
On 28 October 2015, our Company entered into separate officers indemnification and exculpation
agreements (collectively, the 2015 Indemnification Agreements, and individually, the 2015
Indemnification Agreement) with each of our Chairmen and Chief Executive Officers, Todd
Dollinger and Steve Rhodes, as well as our other Directors, Zeev Bronfeld, Elka Nir, Stephen
Phillip Haslett and Hang Chang Chieh, and each of our Executive Officers, Gabriela Heller, Yosef
Ron, Yosef Hazan, Eran Feldhay and Nitza Kardish (each an Indemnitee). The 2015
Indemnification Agreements are effective as of the date of Listing.
275

Indemnification
Pursuant to the 2015 Indemnification Agreements, our Company undertakes to indemnify and hold
harmless the Indemnitee to the fullest extent permitted by the Israeli Companies Law, or any other
applicable law, for any liability and Expense (as such term is defined in the 2015 Indemnification
Agreements) that may be imposed upon the Indemnitee due to an act performed or failure to act
by the Indemnitee in his or her capacity as an Officer (as such term is defined in the 2015
Indemnification Agreements) of our Company or any Subsidiary of our Company or any other
company or entity in which the Indemnitee serves as an Officer, or any employee, agent or
fiduciary at the written request of our Company, either prior to or after the date of the respective
2015 Indemnification Agreements, for and against the following (the following shall hereinafter be
referred to collectively as Indemnifiable Liabilities, or individually as an Indemnifiable
Liability):
(a)
any financial obligation imposed on the Indemnitee in favour of another person by a court
judgement rendered by a competent court, including a settlement or an arbitral award
approved by a competent court, in respect of any act or omission taken or made by
Indemnitee;
(b)
any and all reasonable litigation expenses, including attorneys fees, incurred by the
Indemnitee, as a result of an investigation or proceeding instituted against the Indemnitee by
a competent authority, provided that such investigation or proceeding concluded without the
filing of an indictment against the Indemnitee and without the imposition of any financial
liability in lieu of criminal proceedings, or which concluded without the filing of an indictment
against the Indemnitee but with the imposition of a financial liability on the Indemnitee in lieu
of criminal proceedings with respect to a criminal offence that does not require proof of
criminal intent, or in connection with a financial sanction (the phrases proceeding concluded
without the filing of an indictment and financial liability in lieu of criminal proceeding shall
have the meaning ascribed to such phrases in section 260(a)(1a) of the Israeli Companies
Law);
(c)
any and all reasonable litigation expenses, including attorneys fees expended by the
Indemnitee or charged to the Indemnitee by a court, in a proceeding instituted against the
Indemnitee by our Company or on our behalf or by another person, or in a criminal charge
from which the Indemnitee was acquitted, or in a criminal proceeding in which the Indemnitee
was convicted of an offence that does not require proof of criminal intent, all in respect of any
act or omission taken or made by the Indemnitee; and
(d)
any other circumstances arising under the law in respect of which our Company may
indemnify an Officer of our Company.
The indemnification will also apply to any act or omission taken or made by the Indemnitee in his
or her capacity as a director, other officer, observer and/or employee of any other company or
entity controlled, directly or indirectly, by our Company (Company Controlled Entity) or of a
company or entity not controlled by our Company but where the Indemnitees appointment as a
director, other officer, observer and/or employee results from our Companys holdings (directly or
indirectly) in such affiliated company or entity, including our portfolio companies (Affiliate of our
Company), where the Indemnitee serves in such position at the written request of our Company
or on our behalf.
276

The indemnification undertaking made by our Company pursuant to paragraph (a) above shall be
only with respect to, in connection with or otherwise related to certain specified events or
circumstances as set out in Schedule A of the respective 2015 Indemnification Agreements
(details of which are set out in the sub-section entitled Schedule A of the 2015 Indemnification
Agreements below), which the board of directors has determined are foreseeable as at the date
of the respective 2015 Indemnification Agreement in light of the actual operations and activities of
our Company and such additional events and circumstances that the board of directors
determines from time to time are anticipated under the circumstances in light of our Companys
actual activities (collectively, Indemnifiable Events and each, an Indemnifiable Event).
The aggregate maximum amount of indemnification payable by our Company under paragraph (a)
above to all of our directors and other Officers, for all of the matters and circumstances described
in their respective 2015 Indemnification Agreements, shall be the greater of (to be referred herein
collectively as the Maximum Indemnification Amount):
(i)
an amount equal to 25% of the shareholders equity at the time of the indemnification
(shareholders equity shall be determined in accordance with our Companys annual audited
consolidated financial statements last published prior to the date on which the
indemnification payment is made); or
(ii)
US$15,000,000.
The indemnification shall not be subject to the limitations as set out in the respective 2015
Indemnification Agreements, if and to the extent such limits are no longer required by law.
The aggregate indemnification amount shall be in addition to and exclusive of any amounts paid
under our Companys directors and officers liability insurance policy, as shall be in effect from
time to time. Our Company will indemnify the Indemnitee for amounts which are in excess of the
amounts actually paid to the Indemnitee pursuant to any such insurance policy, within the limit of
the Maximum Indemnification Amount.
Advancement of Expenses
If so requested by the Indemnitee, our Company shall advance an amount (or amounts) estimated
by our Company to cover the Indemnitees reasonable litigation expenses with respect to which
the Indemnitee is entitled to be indemnified under the respective 2015 Indemnification
Agreements, subject to certain limitations as set out in the respective 2015 Indemnification
Agreements.
Our Company will also make available to the Indemnitee any security or guarantee that the
Indemnitee may be required to post in accordance with an interim decision given by a court or an
arbitrator in proceedings with respect to which the Indemnitee is entitled to be indemnified under
the respective 2015 Indemnification Agreements, subject to certain limitations as set out in the
respective 2015 Indemnification Agreements, including for the purpose of substituting liens
imposed on the Indemnitees assets.
Our Company will not indemnify or exempt the Indemnitee (as applicable) in respect of any of the
following: (i) a breach of the Indemnitees duty of loyalty, except, in case of indemnification, for a
breach of a duty of loyalty while acting in good faith and having reasonable grounds to assume
that such act would not prejudice the interests of our Company; (ii) a reckless or intentional
violation of the Indemnitees duty of care, excluding a breach arising out of the mere negligence
277

of the Indemnitee; (iii) an intentional action or omission by the Indemnitee in which the Indemnitee
intended to receive an unlawful personal gain; or (iv) a fine, civil fine, monetary sanction or forfeit
levied against the Indemnitee.
Our Companys obligation to indemnify the Indemnitee and advance Expenses in accordance with
the 2015 Indemnification Agreement shall be for such period as the Indemnitee shall be subject
to any possible claim or threatened, pending or completed action, suit or proceeding or any inquiry
or investigation, whether civil, criminal or investigative, arising out of the Indemnitees service in
the foregoing positions, whether or not the Indemnitee is still serving in such positions.
Exculpation
Our Company exempts in advance the Indemnitee, to the fullest extent permitted by law, from any
liability for damages caused as a result of the Indemnitees breach of the duty of care to our
Company, other than with respect to a liability arising out of the breach of duty of care in respect
of any Distribution (as such term is defined in the Israeli Companies Law) by our Company
(including for damages caused prior to the date of the respective 2015 Indemnification
Agreements), provided that the Indemnitee shall not be exempt with respect to any action or
omission as to which, under applicable law, our Company is not entitled to exempt the Indemnitee.
Schedule A of the 2015 Indemnification Agreements
For the purpose of this sub-section, the term Company shall include all Company Controlled
Entities and Affiliates of our Company, unless the context required otherwise.
1.
The offering of securities by our Company and/or by a shareholder of our Company to the
public and/or to private investors in any country or the offer by our Company to purchase
securities from the public and/or from private investors or other holders in any country
pursuant to a prospectus, agreements, memoranda, offering document, private placements,
notices, reports, tenders and/or other proceedings, including with respect to liabilities
resulting from the Placement and/or the Listing.
2.
Occurrences resulting from or relating to our Companys current or future status as a private
or public company, and/or from the fact that our Companys securities were or may be offered
to the public and/or are or may be traded on a stock exchange, whether in Singapore or any
other country, including without limitation, the grant, publication or disclosure of information,
offer document, prospectus, data, representations, opinions, press releases, reports or
notices to any third party pursuant to any law or regulation to which our Company is subject
as a result of the aforementioned, including with respect to liabilities resulting from the
Placement and/or the Listing.
3.
Occurrences in connection with investments that our Company and/or our Company
Controlled Entities and/or other Affiliates of our Company make in other entities or
corporations, including portfolio companies, whether before and/or after the investment is
made, whether or not the investment transaction is consummated, conducting due diligence
or other investigations in connection with a potential investment opportunity, conduct of
negotiations relating to a transaction, entering into the transaction, the execution,
performance and monitoring thereof.
4.
The sale, purchase and holding of negotiable securities or other investments for or in the
name of our Company, a Company Controlled Entity and/or any other Affiliate of our
Company.
278

5.
Anti-competitive acts, restrictive trade practises and acts of commercial wrongdoing.
6.
Negotiations, execution, delivery and performance of agreements and transactions on behalf

of our Company, a Company Controlled Entity and/or any other Affiliate of our Company,
whether written or oral.
7.
Acts with regard to invasion of privacy including with respect to databases and acts in
respect of slander.
8.
Acts with regard to copyrights, patents, designs and any other intellectual property rights,
including the registration or assertion of rights, and acts in respect of defects in our
Companys products or services, including but not limited to any claim or demand made for
actual or alleged infringement, misappropriation or misuse of any third partys intellectual
property rights by our Company, including without limitation, confidential information,
patents, copyrights, design rights, service marks, trade secrets, copyrights, and
misappropriation of ideas by our Company.
9.
Approval of corporate actions, including the approval of the acts of our Companys
management, the guidance, direction and supervision of our Companys management.
10. Claims of failure to exercise business judgement and a reasonable level of proficiency,
expertise and care in respect of our Companys business.
11.
Claims relating to the offering of securities and claims relating to violations of securities laws
of any jurisdiction, including, without limitation, fraudulent disclosure claims, failure to
comply with the rules and regulations of the Singapore Exchange Securities Trading Limited
or any other exchange on which the securities of our Company are or shall be traded and
other claims relating to relationships with investors and the investment community.
12. Violations of laws requiring our Company to obtain regulatory and governmental licenses,
permits, approvals, franchises and authorisations in any jurisdiction.
13. Claims in connection with publishing or providing any information, including any filings with
governmental authorities, on behalf of our Company in the circumstances required under
applicable laws.
14. Actions in connection with merger, consolidation or amalgamation of our Company, a
Company Controlled Entity and/or any other Affiliate of our Company with or into another
entity or other reorganisation of our Company.
15. Actions regarding investments by our Company and/or the acquisition of assets, including
the acquisition of companies and/or businesses through merger or otherwise or the
investment of funds in tradeable securities and/or in any other manner.
16. Claims in connection with employment relationships with our Companys employees and
trade relations of our Company, including employees, independent contractors, customers,
suppliers and various service providers.
17. Claims in connection with the insolvency or liquidation of our Company, Company Controlled
Entities and/or Affiliates of our Company.
18. Any claim or demand made directly or indirectly in connection with complete or partial failure,
by our Company or our directors, officers and employees, to pay, report, keep applicable
279

records or otherwise, any state, municipal or foreign taxes or other mandatory payments of
any nature whatsoever, including, without limitation, income, sales, use, transfer, excise,
value added, registration, severance, stamp, occupation, customs, duties, real property,
personal property, capital stock, social security, unemployment, disability, payroll or
employee withholding or other withholding, including any interest, penalty or addition thereto,
whether disputed or not.
19. Actions taken in connection with the approval and execution of financial reports and business
reports and the representations made in connection therewith.
20. Participation and/or non-participation at our Companys Board of Directors meetings, bona
fide expression of opinion and/or voting and/or abstention from voting at our Companys
Board of Directors meetings.
21. Actions in connection with the sale of the operations and/or business, or part thereof, of our
Company.
22. Actions relating to the operations and management of the Company, Company Controlled
Entities and/or Affiliates of our Company.
23. Actions in connection with the purchase or sale of companies, legal entities or assets, and
the division or consolidation thereof.
24. Actions concerning the approval of transactions of our Company, Company Controlled
Entities and/or Affiliates of our Company with officers and/or directors and/or holders of
controlling interests in our Company, or any other transaction with a related party.
25. Actions in connection with the researching, developing, testing and manufacturing of
products by our Company, or a Company Controlled Entity, or an Affiliate of our Company
including events relating to clinical trials in animals and human beings or in connection with
the distribution, sale, license or use of such products.
26. Actions taken pursuant to or in accordance with the policies and procedures of our Company,
whether such policies and procedures are published or not.
27. Representations and warranties made in good faith in connection with the business of our
Company, a Company Controlled Entity and/or an Affiliate of our Company.
28. Any claim or demand made by any lenders or other creditors or for moneys borrowed by, or
other indebtedness of, our Company and/or Company Controlled Entity and/or Affiliate of our
Company.
29. Any claim or demand made by any third party suffering any personal injury and/or bodily
injury or damage to business or personal property through any act or omission attributed to
our Company, or our Company Controlled Entities or Affiliates of our Company or their
respective employees, agents or other persons acting or allegedly acting on their behalf.
30. All actions, consents and approvals relating to a distribution of dividends, in cash or
otherwise, provided however, that the indemnification in this respect does not breach any
applicable law.
280

31. Any administrative, regulatory, judicial or civil actions orders, decrees, suits, demands,
demand letters, directives, claims, liens, investigations, proceedings or notices of
noncompliance or violation by any governmental entity (in Israel or abroad) or other person
alleging potential responsibility or liability (including potential responsibility or liability for
costs of enforcement investigation, cleanup, governmental response, removal or
remediation, for natural resources damages, property damage, personal injuries or penalties
or for contribution, indemnification, cost recovery, compensation or injunctive relief) arising
out of, based on or related to (a) the presence of, release, spill, emission, leaning, dumping,
pouring, deposit, disposal, discharge, leaching or migration into the environment (each a
Release) or threatened Release of, or exposure to, any hazardous, toxic, explosive or
radioactive substances, wastes or other pollutants, and all other substances or wastes of any
nature regulated pursuant to any environmental law, at any location, whether or not owned,
operated, leased or managed by our Company, or (b) circumstances forming the basis of any
violation of any environmental law or environmental permit, license, registration or other
authorisation required under applicable environmental laws.
32. Actions relation to services rendered by our Company to our Company Controlled Entities
and/or Affiliates of our Company.
33. Actions relating to the submission of applications and/or offers in the framework of bids
and/or tenders and/or competitive processes for obtaining licenses and/or franchises of any
kind or nature.
34. Resolutions and/or Actions concerning the provision of an opinion with respect to a tender
offer, or any other Action concerning and/or related to a tender offer.
35. Any claim or demand made in connection with any transaction not in the ordinary course of
business of either our Company or the party making such claim (including any transaction
with directors or officers of our Company or any controlling shareholder of our Company).
36. The filing of a report and/or announcement required by the Israeli Companies Law and/or any
securities law which is applicable or may be applicable to our Company from time to time
including the regulations pertaining to these laws and/or according to rules and/or
regulations adopted by any applicable stock exchange and/or the failure to file such a report
and/or announcement, and/or actions relating to tender offers of our Company, including
actions relating to delivery of opinions in relation thereto.
37. Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand
letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or
violation by any governmental entity (in Israel or abroad), including the Office of the Chief
Scientist or the Investment Centre of the Israeli Ministry of Industry and Commerce, the
Israeli Antitrust Authority or the Israel Securities Authority, or other person alleging the failure
to comply with any statute, law, ordinance, rule, regulation, order or decree of any
governmental entity applicable to our Company and/or Company Controlled Entity and/or
Affiliate of our Company, or any of their respective businesses or operations.
38. Actions or decisions relating to insurance matters and/or risk management of our Company.
39. Actions relating to non disclosure or failure to deliver any information required by any
applicable law or relating to any false or misleading information to third parties including
governmental agencies and/or security holders of our Company.
281
SHARE OPTION PLANS

OLD OPTION PLAN
In 2011, our Company adopted the Old Option Plan under which our Company may grant options
to our employees, directors, officers, consultants and service providers. Details of the Old Options
granted are set out in the sections entitled Share Capital Outstanding options and Directors,
Management and Staff Directors and Executive Officers Remuneration of this Offer Document.
No Old Options have been granted to our Controlling Shareholders and Associates of our
Controlling Shareholders.
As at the Latest Practicable Date, a total of 8,220,275 Old Options exercisable into 8,220,275
Shares at exercise prices of between NIS0.01 and US$1.609 were granted to 39 participants, of
which 1,481,833 Old Options were exercised pursuant to which 1,481,833 Shares have been
allotted and issued by our Company. As at the Latest Practicable Date, 6,640,708 Old Options
exercisable into 6,640,708 Shares at exercise prices of between NIS0.01 and US$1.609 remain
outstanding. For details of the Old Options granted, please refer to the section entitled Share
Capital of this Offer Document.
All outstanding Old Options granted under the Old Option Plan will be vested by 2 August 2018.
The Board of Directors is responsible for administering the Old Option Plan directly. However,
moving forward, our Remuneration Committee will be responsible for administering the Old Option
Plan post-Listing. Since 2 August 2015, no Old Options have been granted under the Old Option
Plan and Old Options are not permitted to be granted under the Old Option Plan as soon as the
Plan and Sub-Plan are in effect.
The Old Option Plan provides that in the event of a transaction such as a merger, acquisition or
reorganisation of our Company with another company, or the sale of substantially all of the assets
of our Company, the outstanding unexercised Old Options shall be assumed or substituted for an
appropriate number of Shares as were distributed to Shareholders in connection with such
transaction. In the event that the unexercised Old Options are not assumed or substituted, they
may be immediately vested on the date which is ten (10) days prior to the effective date of the
transaction, provided that a clause to this effect is included in the optionees grant notification
letter.
The right to exercise vested Old Options will expire on the earliest to occur of the following: (i) 10
years from the date of grant; (ii) 12 months after the date of the optionees death or disability; (iii)
90 days after the date of the optionees voluntary resignation or involuntary termination not for
cause; (iv) immediately, in the case of termination of the optionees employment or term in office
for cause; or (v) the date set forth in the grant notification letter provided by our Company. All
outstanding Old Options granted under the Old Option Plan, to the extent not exercised, will expire
by August 2025. However, notwithstanding the foregoing, with respect to the Old Options granted
to our Executive Officers (namely, Gabriela Heller, Yosef Ron, Yosef Hazan, Eran Feldhay and
Nitza Kardish) and one (1) ex-employee on 1 September 2011, the right to exercise the vested Old
Options will expire 10 years from the date of grant (that is, 1 September 2021).
With respect to the Old Options granted to certain of our Executive Officers (namely, Gabriela
Heller, Yosef Ron, Yosef Hazan, Eran Feldhay and Nitza Kardish) and one (1) ex-employee on 1
September 2011, the Old Options shall be entitled to receive deemed interest such as dividends
distributed prior to exercise of such Old Options, which will be paid as a deemed dividend by way
of a salary/bonus paid to our Executive Officers.
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Old Options granted may not be assigned or transferred by an optionee other than by will or by
laws of descent and distribution, or as specifically otherwise allowed under the Old Option Plan.
The Board of Directors of our Company has overall authority for interpreting, applying, amending
and terminating the Old Option Plan.
Save as disclosed in this section and in the section entitled Appendix H Rules of the Old Option
Plan of this Offer Document, the Old Options outstanding as at the Latest Practicable Date are
not subject to any material conditions.
The Plan and Sub-Plan were adopted on 11 November 2015, effective immediately prior to Listing.
Following the adoption of the Plan and Sub-Plan, the Old Option Plan will no longer be active upon
Listing but will continue to govern the treatment of the Old Options that have been previously
granted thereunder.
Please refer to the section entitled Appendix H Rules of the Old Option Plan of this Offer
Document for the rules of the Old Option Plan.
THE TRENDLINES 2015 SHARE OPTION PLAN
In conjunction with our listing on Catalist we have adopted The Trendlines 2015 Share Option Plan
and the Sub-Plan, which were approved at a Special General Meeting of our Shareholders held
on 11 November 2015.
The purpose of the Sub-Plan is to establish certain rules and limitations applicable to Options
granted to Grantees, the grant of Options to whom (or the exercise thereof by whom) are subject
to taxation by the Israeli Income Tax (Israeli Grantees), in order that such Options may comply
with the requirements of Israeli law, including, if applicable, Section 102 of the Israeli Income Tax
Ordinance [New Version], 1961, and the rules and regulations promulgated thereunder, as are in
effect from time to time, and any similar successor rules and regulations (Section 102).
The Plan and the Sub-Plan are complementary to each other and shall be read and deemed as
one. In the event of any contradiction, whether explicit or implied, between the provisions of the
Sub-Plan and the Plan, the provisions of the Sub-Plan shall prevail with respect to Options
granted to Israeli Grantees, unless the provisions are in contradiction with any applicable Law or
Mandatory Law (including, for the avoidance of doubt, the Listing Manual), provided however, that
notwithstanding the foregoing, the provisions of Section 102 shall in any event prevail in the event
of any contradiction or inconsistency.
The rules of The Trendlines 2015 Share Option Plan and the Sub-Plan are set out in Appendices
I and J of this Offer Document respectively and comply with the requirements as set out in Chapter
8, Part VIII of the Listing Manual. Capitalised terms used throughout this section shall, unless
otherwise defined in this section or the section entitled Definitions of this Offer Document, bear
the meanings as defined in Appendices I and J of this Offer Document.
As at the Latest Practicable Date, no Options have been granted under the Plan and Sub-Plan.
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Purpose of the Plan and Sub-Plan
The purpose and the intent of the Plan and Sub-Plan are to advance the interests of our Company
by affording to selected employees and directors of our Company or Affiliated Companies, who
have contributed or will contribute to the growth and performance of our Company or our Affiliated
Companies, and who satisfy the eligibility criteria set out in the Plan, an opportunity to acquire a
proprietary interest in our Company or to increase their proprietary interest therein, as applicable,
by the grant in their favour, of Options, thus providing such Grantee an additional incentive to
remain or retain employed or engaged by our Company or Affiliated Company, as the case may
be, and encouraging such Grantees sense of proprietorship and stimulating his or her active
interest in the success of our Company and our Affiliated Company by which such Grantee is
employed or engaged.
Summary of the Plan and the Sub-Plan
The following is a summary of the rules of the Plan and the Sub-Plan which should be read in
conjunction with the Rules of The Trendlines 2015 Share Option Plan and the Sub-Plan set out in
Appendices I and J respectively of this Offer Document.
For the purpose of this section entitled Share Option Plans The Trendlines 2015 Share Option
Plan of this Offer Document, unless the context otherwise requires, the following words and
expressions shall have the following meanings:
Board
The Board of Directors of our Company
Controlling Shareholder
Collectively, the Plan Controlling Shareholder and the

Sub-Plan Controlling Shareholder, and the term Controlling
Shareholders shall be construed accordingly
Plan Controlling
Shareholder
A shareholder exercising control over our Company and

unless rebutted, a person who controls directly or indirectly
15.0% or more of our Companys issued share capital shall be
presumed to be a Plan Controlling Shareholder for the
purpose of the Plan
Sub-Plan Controlling
Shareholder
The holder, directly or indirectly, by himself or together with a

relative (as defined in the Ordinance) of: (i) 10.0% or more of
the issued shares or voting power of our Company, (ii) the
right to hold or purchase 10.0% or more of the outstanding
equity or voting power, (iii) the right to obtain 10.0% or more
of the profits of our Company (as defined in the Ordinance),
or (iv) the right to appoint a director of our Company or any
other meaning ascribed to such term in Section 32(9) of the
Ordinance
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(1)
Eligibility
The persons eligible for participation in the Plan as Grantees include employees and
directors (including executive, non-executive and independent directors) of our Company or
any Affiliated Company (including persons who are responsible for or contribute to the
management, growth or profitability of, or who provide substantial services to, our Company
or any Affiliated Company). The Committee, in its sole discretion, shall select from time to
time the individuals, from among the persons eligible to participate in the Plan, who shall
receive Options. In determining the persons in favour of whom Options are to be granted, the
number of Options to be granted thereto and the terms of such grants, the Committee may
take into account the nature of the services rendered by such person, his/her present and
future potential contribution to our Company or to the Affiliated Company by which he/she is
employed or engaged, and such other factors as the Committee in its discretion shall deem
relevant.
Notwithstanding anything to the contrary, Plan Controlling Shareholders and their Associates
who meet the eligibility criteria set out above shall be eligible to participate in the Plan,
provided that (a) the participation of; and (b) the terms of any Options to be granted and the
actual number of Options to be granted under the Plan, to a Grantee who is a Plan
Controlling Shareholder or an Associate of a Plan Controlling Shareholder, shall be approved
by the independent Shareholders in separate resolutions for each such person. Our
Company will at such time provide the rationale and justification for any proposal to grant our
Plan Controlling Shareholder or his Associate any Options (including the rationale for any
discount to the market price, up to a maximum of 20.0%, if so proposed). Such Plan
Controlling Shareholder and his Associate shall abstain from voting on the resolution in
relation to their participation in the Plan and the grant of Options to them.
(2)
Administration
The Plan and any Sub-Plans shall be administered by the Board or a Committee appointed
by the Board, in its absolute discretion subject to any applicable limitations imposed by the
Companies Law, and/or by any other applicable Law. The Committee shall have all of the
powers of the Board granted under the Plan (in which event of such limitations, such
Committee may make recommendations to the Board). Subject to the above, the term
Committee whenever used in the Plan, shall mean the Board or the Committee, as
applicable.
A Director who is a member of the Committee shall not be involved in its deliberation with
respect to Options to be granted to him.
In respect of the administration of the Sub-Plan, without derogating from the powers and
authorities of the Board as detailed in the Plan, the Committee shall have the sole and full
discretion and authority, without the need to submit its determinations or actions to the
shareholders of our Company for their approval or authorisation, unless such approval is
required to comply with applicable Mandatory Law (including, for the avoidance of doubt, the
Listing Manual), to administer the Sub-Plan and to take all actions related hereto in the
Sub-Plan and to such administration, including without limitation the performance, from time
to time and at any time, of any and all of the following:
(a)
subject to the terms and conditions set forth in Section 102, the determination of the
specific tax track in which the Options are to be issued is subject to applicable
restrictions or limitations as provided in applicable Law including without limitation any
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applicable restrictions and limitations in Section 102 regarding the eligibility of Israeli
Grantees to each of the following tax tracks, based on their capacity and relationship
towards our Company:
(i)
102 Trustee Options in such tax track as determined in accordance with the
Election;
(ii)
102 Non-Trustee Options; or
(iii) 3(i) Options.
(3)
(b)
the Election;
(c)
the appointment of the Trustee;
(d)
the adoption of forms of Option Agreements to be applied with respect to Israeli

Grantees (the Israeli Option Agreement), incorporating and reflecting, inter alia,
relevant provisions regarding the grant of Options in accordance with the Sub-Plan, and
the amendment or modification from time to time of the terms of such Israeli Option
Agreements.
Option Pool
Our Company shall at all times until the expiration or termination of the Plan keep reserved
a sufficient number of Shares to meet the requirements of the Plan (the Option Pool). Any
of such Shares which, as of the expiration or termination of the Plan, remain unissued and
not subject to outstanding Options, shall at such time cease to be reserved for the purposes
of the Plan. Should any Option for any reason expire or be cancelled prior to its exercise or
relinquishment in full, such Option may be returned to the pool of Options and may again be
granted under the Plan.
Notwithstanding anything to the contrary, the total number of Shares for which the Committee
may grant Options under the Plan at any date, when added to the number of Shares issued
and/or issuable in respect of: (a) all Options already granted under the Plan and Sub-Plan;
and (b) all options or awards granted under any other share option scheme or share schemes
then in force, shall not exceed 15.0% of the total issued share capital of our Company
(excluding treasury Shares) on the day immediately preceding the Date of Grant of the
Options.
Our Directors believe that this limit gives us sufficient flexibility to decide upon the number
of Options to be offered under the Plan. Our Company, in line with our goal of ensuring
sustainable growth, is constantly reviewing our position and considering the expansion of our
talent pool. The number of eligible participants is expected to grow over the years. Our
Directors are of the opinion that this limit will enable our Company to grant sufficient number
of Options to eligible participants to serve as a meaningful reward for contributions to our
Group. However, it does not necessarily mean that our Company will definitely issue Shares
up to the prescribed limits. The Committee shall exercise its discretion judiciously in deciding
the number of Shares to be granted to each eligible participant, which will depend on, inter
alia, the performance and value of the participant to our Group.
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(4)
Maximum entitlements
In determining the persons in favour of whom Options are to be granted, the number of
Options to be granted thereto and the terms of such grants, the Committee may take into
account the nature of the services rendered by such person, his/her present and future
potential contribution to our Company or to our Affiliated Company by which he/she is
employed or engaged, and such other factors as the Committee in its discretion shall deem
relevant.
The aggregate number of Shares reserved as Option Pool in respect of all Options granted
under the Plan available to Plan Controlling Shareholders or Associates of our Plan
Controlling Shareholders (including adjustments made in accordance with Section 12 of the
Plan) shall not exceed 5.0% of the Shares available under the Plan. The number of Shares
reserved as Option Pool in respect of all Options granted under the Plan available to each
Plan Controlling Shareholder or Associate of our Plan Controlling Shareholder (including
adjustments made in accordance with Section 12 of the Plan) shall also not exceed 1.0% of
the Shares available under the Plan.
(5)
Options, exercise period and exercise price

The Exercise Price for each Grantee shall be as determined by the Committee and specified
in the applicable Option Agreement; provided, however, that: (i) unless otherwise determined
by the Committee (which determination shall not require shareholder approval, unless so
required in order to comply with the provisions of applicable Mandatory Law (including, for
the avoidance of doubt, the Listing Manual)), the Exercise Price shall be the Fair Market
Value of the Shares on the Date of Grant (Fair Market Value Option); and (ii) where the
Exercise Price is set at a discount to the Fair Market Value of the Shares, the maximum
discount shall not exceed 20.0% of the Fair Market Value of the Shares (or such other
percentage or amount as may be determined by the Committee and permitted by the
Sponsor or (if required) any other stock exchange on which the Shares are quoted
(Discounted Option).
Fair Market Value Options may be exercised after the first anniversary of the Date of Grant
of that Option while Discounted Options may only be exercised after the second anniversary
from the Date of Grant of the Option (Cliff Period). Unless otherwise determined by the
Committee with respect to any specific Grantee and/or to any specific grant following the Cliff
Period, the options shall vest upon the lapse of each full additional one (1) month thereafter
of the Grantees continuous Service thereafter, until all the Options vested (that is, 100% of
the grant will be vested after three (3) years).
Unless expired earlier pursuant to either Sections 7.4 or 9 of the Plan, unexercised Options
shall expire and terminate and become null and void upon the lapse of 10 years from the
Date of Grant.
(6)
Grant of Options
There are no fixed periods for the grant of Options. The Committee, in its sole discretion shall
select from time to time the individuals, from among the persons eligible to participate in the
Plan, who shall receive Options. However, the Date of Grant shall not occur prior to the date
on which our Company has obtained all approvals required in connection with the grant of
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SHARE OPTION PLANS

such Options, including without limitation, where applicable, an approval by the applicable
stock exchange with respect to the listing of the Exercised Shares for trading at such a stock
exchange.
Every Option shall be subject to the condition that no Shares shall be issued pursuant to the
exercise of an Option if such issue would be contrary to the constitutive documents of our
Company or any law or enactment, or any rules or regulations of any legislative or
non-legislative governing body for the time being in force in Singapore or any other relevant
country.
Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement.
Option agreements between our Company and a Grantee will be in such form approved by
the Board, which may be a general form or a specific form with respect to a certain Grantee.
(7)
Acceptance of Options
The Options shall be granted for no consideration.
(8)
Termination of Options
Provisions in the rules of the Plan deal with the termination or earlier exercise of Options in
circumstances which include the termination of the Grantees Service, the bankruptcy of the
Grantee, the liquidation or dissolution of our Company and in the event of a Merger
Transaction.
(9)
Rights of Shares arising from the exercise of Options

Exercised Shares allotted and issued upon the exercise of an Option shall be subject to the
provisions in the Plan and any applicable Sub-Plan, the Option Agreement and all provisions
of our Companys Articles and shall rank pari passu in all respects with the then existing
issued Shares in the capital of our Company except for any dividends, rights, allotments or
other distributions, the Record Date for which is prior to the date such Option is exercised.
Other than by will or Laws of descent, neither the Options nor any of the rights in connection
therewith shall be assignable, transferable, made subject to attachment, lien or
encumbrance of any kind, and the Grantee shall not grant with respect thereto any power of
attorney or transfer deed, whether valid immediately or in the future. Following the exercise
off the vested Options, the transfer of the Exercised Shares is subject to the provisions in the
Plan and any applicable Sub-Plan as well as the Option Agreement, including certain
conditions and restrictions on transfers.
In the event that our Company is liquidated or dissolved while unexercised Options remain
outstanding under the Plan, then all or part of such outstanding Options may be exercised
in full by the Grantees as of immediately prior to the effective date of such liquidation or
dissolution of our Company, without regard to the vesting terms thereof.
(10) Duration of the Plan

The Plan shall become effective as of the day it was adopted by the Board, and shall continue
in effect until the earlier of: (a) its termination by the Board; or (b) the lapse of 10 years from
the date the Plan is adopted by the Board. The termination, discontinuance or expiry of the
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SHARE OPTION PLANS

Plan shall be without prejudice to the rights accrued to Options which have been granted and
accepted in accordance with the rules of the Plan, whether such Options have been
exercised (whether fully or partially) or not.
(11) Abstention from voting
Shareholders who are eligible to participate in the Plan shall abstain from voting on any
resolution relating to the Plan (other than a resolution relating to the participation of, or grant
of options to, directors and employees of our Companys parent company and its subsidiaries
if applicable) including the following resolutions where applicable: (a) implementation of the
Plan; (b) discount quantum; and (c) participation by and option grant to Plan Controlling
Shareholders and their Associates.
Grant of Discounted Options
Discounted Options will only be granted to deserving employees whose performance has been
consistently good and/or whose future contributions to our Group will be invaluable. The ability to
offer Discounted Options will operate as a means to recognise the performance of participants as
well as to motivate them to continue to excel while encouraging them to focus on improving the
profitability and return of our Group to a level that benefits our Shareholders when these are
eventually reflected through an appreciation of our share price. Discounted Options would be
perceived in a more positive light by the participants, inspiring them to work hard and produce
results in order to be offered Discounted Options as only employees who have made significant
contributions to the success and development of our Group would be granted Discounted Options.
The flexibility to grant Discounted Options is also intended to cater to situations where the stock
market performance has overrun the general market conditions. In such events, the Committee
will have absolute discretion to:
(a)
grant Options set at a discount to the Fair Market Value of a Share (subject to a maximum
limit of 20.0%); and
(b)
determine the participants to whom, and the Options to which, such reduction in exercise
prices will apply.
In determining whether to give a discount and the quantum of the discount, the Committee shall
be at liberty to take into consideration factors including the performance of our Company, our
Group, the performance of the participant concerned, the contribution of the participant to the
success and development of our Group and the prevailing market conditions.
At present, our Company foresees that Discounted Options may be granted principally in the
following circumstances:
(a)
Firstly, where it is considered more effective to reward and retain talented employees by way
of a Discounted Option rather than a Fair Market Value Option. This is to reward the
outstanding performers who have contributed significantly to our Groups performance and
the Discounted Option serves as additional incentives to such Group employees. Options
granted by our Company on the basis of Fair Market Value may not be attractive and realistic
in the event of an overly buoyant market and inflated share prices. Hence during such period
the ability to offer Discounted Options would allow our Company to grant Options on a more
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SHARE OPTION PLANS

realistic and economically feasible basis. Furthermore, Discounted Options will give an
opportunity to our Group employees to realise some tangible benefits even if external events
cause the Share price to remain largely static.
(b)
Secondly, where it is more meaningful and attractive to acknowledge a participants

achievements through a Discounted Option rather than paying him a cash bonus. For
example, Discounted Options may be used to compensate employees and to motivate them
during economic downturns when wages (including cash bonuses and annual wage
supplements) are frozen or cut, or they could be used to supplement cash rewards in lieu of
larger cash bonuses or annual wage supplements. Accordingly, it is possible that meritbased cash bonuses or rewards may be combined with grants of Fair Market Value Options
or Discounted Options, as part of eligible employees compensation packages. The Plan and
Sub-Plan will provide our Group employees with an incentive to focus more on improving the
profitability of our Group thereby enhancing shareholder value when these are eventually
reflected through the price appreciation of our Shares after the vesting period.
The Committee will have the absolute discretion to grant Discounted Options, to determine the
level of discount (subject to a maximum discount of 20.0% of the Fair Market Value) and the
grantees to whom, and the Options to which, such discount in the exercise price will apply
provided that our Shareholders in general meeting shall have authorised, in a separate resolution,
the making of offers and grants of Options under the Plan and Sub-Plan at a discount not
exceeding the maximum discount as aforesaid. Such Discounted Options may be exercisable
after two (2) years from the Date of Grant.
Our Company may also grant Options without any discount to the Fair Market Value. Additionally,
our Company may, if it deems fit, impose conditions on the exercise of the Options (whether such
Options are granted at the Fair Market Value or at a discount to the Fair Market Value), such as
restricting the number of Shares for which the Option may be exercised during the initial years
following its vesting.
Cost of Options granted under the Plan and Sub-Plan to our Company
Any Options granted under the Plan and Sub-Plan would have a fair value. Where such options
are granted at a consideration below their fair value, there will be a cost to our Company. The cost
to our Company of granting Options under the Plan and Sub-Plan would be as follows:
(a)
the grant of Options under the Plan and Sub-Plan will have an impact on our Companys
reported profit because under IFRS 2, share-based payment requires the recognition of an
expense in respect of Options granted under the Plan and Sub-Plan. The expense will be
based on the fair value of the Options at date of grant and will be recognised over the vesting
period;
(b)
the exercise of an Option at a discounted exercise price would translate into a reduction of
the proceeds from the exercise of such options, as compared to the proceeds that our
Company would have received from such exercise had the exercise been made at the
prevailing fair market value of our Shares. Such reduction of the exercise proceeds would
represent a monetary cost to our Company of granting Options with a discounted exercise
price;
(c)
as the monetary cost of granting Options with a discounted exercise price is borne by our
Company, the earnings of our Company would effectively be reduced by an amount
corresponding to the reduced interest earnings that our Company would have received from
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SHARE OPTION PLANS

the difference in proceeds from an exercise price with no discount versus the discounted
exercise price. Such reduction would, accordingly, result in the dilution of our Companys
EPS; and
(d)
the effect of the issue and allotment of new Shares upon the exercise of Options on our
Companys NAV per Share is accretive if the exercise price is above the NAV per Share, but
dilutive otherwise.
The cost of granting Options discussed in (a) above would be recognised in the financial
statements even if the Options discussed in (a) above are not exercised. The financial effects
discussed above in (b), (c) and (d) would only materialise upon the exercise of the relevant
Options.
Share options have value because the option to buy a companys share for a fixed price during
an extended future time period is a valuable right, even if there are restrictions attached to such
an option. As our Company is required to account for share-based awards granted to our
employees, the cost of granting Options will affect our financial results as this cost to our Company
will be required to be charged to our Companys profit or loss commencing from the time Options
are granted. Subject as aforesaid, as and when the Options are exercised, the cash inflow will add
to the net tangible assets of our Company and its share capital base will grow. Where Options are
granted with subscription prices that are set at a discount to the fair market values for our Shares
prevailing at the time of the grant of such Options, the amount of the cash inflow to our Company
on the exercise of such Options would be diminished by the quantum of the discount given, as
compared with the cash inflow that would have been receivable by our Company had the Options
been granted at the fair market value of our Shares prevailing at the time of the grant.
The grant of Options will have an impact on our Companys reported profit under the accounting
rules in IFRS 2. The cost to our Company in granting an Option would vary depending on the
number of Options granted pursuant to the Plan and Sub-Plan, whether these Options are granted
at fair market value or at a discount and the exercise period of the Options. Generally, a greater
discount and a longer exercise period for an Option will result in higher potential cost to our
Company.
Rationale for participation by the Controlling Shareholders and Associates of our
Controlling Shareholders in the Plan and Sub-Plan
Our Company acknowledges that the services and contributions of employees who are Controlling
Shareholders or Associates of our Controlling Shareholders are important to the development and
success of our Group. The extension of the Plan and Sub-Plan to confirmed full-time employees
who are Controlling Shareholders or Associates of our Controlling Shareholders allows our Group
to have a fair and equitable system to reward employees who have actively contributed to the
progress and success of our Group. The participation of our Controlling Shareholders or the
Associates of the Controlling Shareholders in the Plan and Sub-Plan will serve both as a reward
to them for their dedicated services to our Group and a motivation for them to take a long-term
view of our Group.
Although participants who are Controlling Shareholders or Associates of our Controlling
Shareholders may already have shareholding interests in our Company, the extension of the Plan
and Sub-Plan to include them ensures that they are equally entitled, with the other employees of
our Group who are not Controlling Shareholders or Associates of our Controlling Shareholders, to
take part and benefit from this system of remuneration. We are of the view that a person who
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SHARE OPTION PLANS

would otherwise be eligible should not be excluded from participating in the Plan and Sub-Plan
solely by reason that he/she is a Controlling Shareholder or an Associate of our Controlling
Shareholder(s).
The specific approval of our independent Shareholders is required for the proposed participation
of any Controlling Shareholder and/or their Associates in the Plan and Sub-Plan as well as any
specific grant thereunder to such persons. Separate resolutions must be passed for each such
person and, in the case of a grant, the resolution must state the actual number of Shares
comprised in the specific grant and its applicable terms, as well as our Companys rationale for
such proposal. On the foregoing basis, we are of the view that there are sufficient safeguards
against abuse resulting from the participation of the Controlling Shareholders and/or their
Associates in the Plan and Sub-Plan.
Rationale for participation by our Non-Executive Directors (including Independent
Directors) in the Plan and Sub-Plan
While the Plan and Sub-Plan cater principally to Group employees, it is recognised that there are
other persons who make significant contributions to our Group through their close working
relationships with our Group, even though they are not employed within our Group. Such persons
include the Non-Executive Directors (including Independent Directors).
The Non-Executive Directors are persons from different professions and working backgrounds,
bringing to our Group their wealth of knowledge, business expertise and contacts in the business
community. They play an important role in helping our Group shape our business strategy by
allowing our Group to draw on their diverse backgrounds and working experience. Although our
Non-Executive Directors are not involved in the day-to-day running of our operations, they play an
invaluable role in furthering the business interests of our Group by contributing their experience
and expertise. It is crucial for our Group to attract, retain and incentivise the Non-Executive
Directors. By aligning the interests of the Non-Executive Directors with the interests of
Shareholders, our Company aims to inculcate a sense of commitment on the part of the
Non-Executive Directors towards serving the short and long-term objectives of our Group.
The participation by Non-Executive Directors in the Plan and Sub-Plan will provide our Company
with a further avenue to acknowledge and recognise their services and contributions to our Group
as it may not always be possible to compensate them fully or appropriately by increasing the
directors fees or other forms of cash payment. For instance, the Non-Executive Directors may
bring strategic or other value to our Company which may be difficult to quantify in monetary terms.
The grant of Options to Non-Executive Directors will allow our Company to attract and retain
experienced and qualified persons from different professional backgrounds to join our Company
as Non-Executive Directors, and to motivate existing Non-Executive Directors to take extra efforts
to promote the interests of our Company and/or our Group.
However, as their services and contributions cannot be measured in the same way as the full-time
employees of our Group, for the purpose of assessing the contributions of the Non-Executive
Directors, the Committee will propose a performance framework comprising mainly non-financial
performance measurement criteria such as the extent of involvement and responsibilities
shouldered by the Non-Executive Directors, taking into consideration, inter alia, his performance
and contributions to the success and development of our Group, his committee memberships in
our Group, as well as his contribution, which includes contribution of his experience in the areas
of overall business strategies, risk management and investment decisions.
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SHARE OPTION PLANS

In order to minimise any potential conflict of interests and not to compromise the independence
of the Non-Executive Directors, we intend to grant only a nominal number of Options to such
Non-Executive Directors. The Committee may also decide that no Options shall be granted in any
financial year or no Option may be granted at all.
Rationale for participation by employees and/or directors of our associated companies in
the Plan and Sub-Plan
It is desirable for our Company to have a share option plan which caters to the directors and/or
employees who are employed by our associated companies (that is, a company in which at least
20.0% but not more than 50.0% of its shares are held by our Company or our Companys
subsidiaries and which our Company has control over) and work closely with our Company and/or
our Subsidiaries and who, by reason of their relationship with our Company and/or our
Subsidiaries, are in a position to input and contribute their experience, knowledge and expertise
to the significant development and prosperity of our Group.
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CORPORATE GOVERNANCE
Under the Israeli Companies Law, companies incorporated under the laws of the State of Israel
whose shares are publicly traded on a stock exchange, including a foreign stock exchange, are
considered public companies under Israeli law and are required to comply with various corporate
governance requirements under Israeli law relating to such matters as external directors, the audit
committee, the remuneration committee and an internal auditor. These requirements are in
addition to the corporate governance requirements imposed by the SGX-ST to which we will be
subject upon our admission to Catalist.
Our Directors recognise the importance of corporate governance and the offering of high
standards of accountability to our Shareholders, and will use best efforts to implement the
recommended practises in the Code of Corporate Governance 2012 (Code), subject however to
compliance with the Israeli Companies Law. Our Board of Directors has formed three (3)
committees, namely, the Audit Committee, the Remuneration Committee and the Nominating
Committee.
As required under the Israeli Companies Law, the composition of the Audit Committee and the
Remuneration Committee of an Israeli public company must include external directors. However,
even where such external directors are designated as external directors pre-Listing, the
necessary Shareholders approval for their appointment as external directors must be obtained
post-Listing in accordance with the Israeli Companies Law. As such, following such appointment
of our external directors, our Remuneration Committee and Audit Committee will then be
constituted in compliance with the Israeli Companies Law. Accordingly, in compliance with the
Israeli Companies Law, within three (3) months following the Listing, we will seek the requisite
approval by our Shareholders for the appointment of our external directors. In addition, within
such three (3) month period, we will also seek the requisite approval by our Shareholders for the
appointment of our Chief Executive Officers as Chairmen of the Board of Directors.
BOARD PRACTICES
Under the Israeli Companies Law and our Articles of Association, our business and affairs are
managed under the direction and oversight of our Board of Directors. Our Board of Directors may
exercise all powers and may take all actions that are not specifically granted to our shareholders
or to any other organ of our Company. According to the Israeli Companies Law, the general
manager, or chief executive officer, is responsible for the day-to-day operations of a companys
affairs within the scope of the policies determined by the board of directors and subject to its
directions. Our Chief Executive Officers are responsible for our day-to-day management. In view
of the fact that Todd Dollinger and Steve Rhodes both serve as Chief Executive Officers and
Chairmen of our Board of Directors, and subject to certain shareholder approval with a special
majority in respect of their dual positions as Chief Executive Officers and Chairmen of the Board
of Directors being obtained pursuant to the Israeli Companies Law after the Listing as stated
below, in the event of any deadlock between Todd Dollinger and Steve Rhodes regarding any
matters of the Group, the resolution or matter will not be passed or approved and Todd Dollinger
and/or Steve Rhodes will be entitled to bring forth such resolution or matter to the Board of
Directors to be resolved.
The Israeli Companies Law provides that a person may not be elected and may not serve as a
director in a public company if he or she does not have the required qualifications and the ability
to dedicate an appropriate amount of time for the performance of his or her director position in a
company, taking into consideration, among other factors, the special needs and size of such
company.
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Under our Articles of Association, our Board of Directors must consist of at least five (5) and not
more than ten (10) directors, including at least two (2) external directors required to be appointed
under the Israeli Companies Law. Pursuant to our Articles of Association, each of our directors,
other than the external directors, for whom special election requirements apply under the Israeli
Companies Law, will be appointed by a simple majority vote of holders of our voting shares,
participating and voting at an annual general meeting of our Shareholders. Other than external
directors, for whom special election requirements apply under the Israeli Companies Law, as
detailed below, our directors are divided into three (3) groups with staggered three (3)-year terms.
Each group of directors consists, as nearly as possible, of one-third of the total number of
directors constituting the entire board of directors (other than the external directors). At each
annual general meeting of our Shareholders, the election or re-election of directors following the
expiration of the term of office of the directors of that group of directors will be for a term of office
that expires on the third annual general meeting following such election or re-election, such that
from 2016 and after, at each annual general meeting the term of office of only one group of
directors will expire. Each director will hold office until the annual general meeting of our
shareholders in which his or her term expires, unless they are removed by a vote of more than fifty
percent (50.0%) of the total voting power of our shareholders present and voting at an annual
general meeting of our Shareholders or upon the occurrence of certain events, in accordance with
our Articles of Association. Our Articles of Association also provide that the amendment of the
provisions therein relating to election or removal of members of our Board of Directors require the
vote of two-thirds (66.66%) of the total voting power of our Shareholders present and voting at a
general meeting.
Our directors (other than our external directors) will be divided among the three (3) groups as
follows:
(i)
the initial Group I director will be Stephen Philip Haslett and his term of office will expire at
the annual general meeting of the Shareholders to be held in 2016 and when his successor
will be elected and qualified or he will be re-elected;
(ii)
the initial Group II directors will be Todd Dollinger and Zeev Bronfeld and their term of office
will expire at the first annual general meeting of the Shareholders following the meeting
referred to in clause (i) above and when their successors will be elected and qualified or they
will be re-elected; and
(iii) the initial Group III director will be Steve Rhodes and his term of office will expire at the first
annual general meeting of the Shareholders following the meeting referred to in clause (ii)
above and when his successor will be elected and qualified or he will be re-elected.
In addition, our Articles of Association allow our Board of Directors to appoint directors to fill
vacancies on our Board of Directors, other than vacancies created by an external director, by a
simple majority vote of the directors then in office. A director so appointed will hold office until the
next annual general meeting of our Shareholders, whereat, such director shall be eligible for
re-election for a term of office equal to the remaining period of the term of office of the director
whose office has been vacated (i.e., until the next annual general meeting of our Shareholders for
the group in respect of which the vacancy was created). Further details on the appointment and
retirement of Directors can be found in the sections entitled Appendix D Selected Extracts of
our Articles of Association and Appendix E Our Articles of Association of this Offer Document.
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External directors are elected for an initial term of three (3) years and may be elected for two (2)
additional three (3)-year terms under the circumstances as described below. External directors
may be removed from office only under limited circumstances set forth in the Israeli Companies
Law. Please refer to the sub-section entitled External Directors below for further details.
According to the Israeli Companies Law, the board of directors may exercise all powers and may
take all actions that are not specifically granted to shareholders or to other corporate organ of the
company. The board of directors determines the companys policy and supervises the
performance of the chief executive officers duties and actions and is authorised, among other
things, to: (i) determine the companys business plans, principles for funding them and the
priorities between them; (ii) review the financial status and determine the credit the company is
authorised to obtain; (iii) determine the companys organisational structure and remuneration
policy; (iv) resolve to issue series of debentures; (v) be responsible for the preparation of financial
statements and approve the financial statements; (vi) report to the companys annual general
meeting of shareholders on the status of the companys affairs and the results of its business
operations; (vii) appoint and remove the chief executive officers; (viii) resolve whether to approve
(or disapprove) certain transactions, which require the approval of the board of directors under the
Israeli Companies Law or the companys articles of association; (ix) issue securities and securities
convertible into shares up to the limit of the companys authorised share capital; (x) resolve to
effect a distribution in accordance with the Israeli Companies Law; (xi) provide the companys
opinion in respect of a special tender offer as stipulated in the Israeli Companies Law; and (xii)
determine the minimum number of directors, who should have accounting and financial expertise.
The board of directors may, subject to the provisions and limitations of the Israeli Companies Law
and any other applicable law, delegate its powers to committees composed of members of the
board of directors.
It should be noted that each of Trendlines Medical and Trendlines Agtech has a separate board
of directors (each board comprising Steve Rhodes, Todd Dollinger and Zeev Bronfeld) which
governs matters of each incubator such as, inter alia, the appointment and removal of the chief
executive officers of Trendlines Medical and Trendlines Agtech respectively.
In determining the number of directors required to have accounting and financial expertise, the
members of the Board of Directors must consider, among other things, the type and size of the
company, the scope and complexity of its operations and the number of its board members. Our
Board of Directors has determined that at least two (2) of our directors must possess accounting
and financial expertise as defined under Israeli law. In this regard, our Board of Directors has
determined that Zeev Bronfeld, Steve Rhodes and Elka Nir, each possesses accounting and
financial expertise as such term is defined under the Israeli Companies Law. According to the
regulations promulgated under the Israeli Companies Law, a director with accounting and financial
expertise is a person who, by reason of his or her education, professional experience and skills,
has a high level of proficiency in and understanding of business-accounting matters and financial
statements, which enables him or her to have an in-depth understanding of the companys
financial statements and to initiate discussion regarding the manner in which financial information
is presented.
Chairman of the Board of Directors
Our Articles of Association provide that the chairman of the Board of Directors is appointed by the
members of the Board of Directors and serves as chairman of the board throughout his term as
a director, unless resolved otherwise by the Board of Directors.
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Under the Israeli Companies Law, the chief executive officer or a relative of the chief executive
officer may not serve as the chairman of the board of directors, and the chairman or a relative of
the chairman may not be vested with authorities of the chief executive officer without obtaining
certain shareholder approval with a special majority pursuant to the Israeli Companies Law. Our
Board of Directors has determined that it is in the best interests of the Company for the positions
of chairman of the Board of Directors and chief executive officer to be held by the same persons,
subject to approval by our shareholders pursuant to the Israeli Companies Law. At present, Steve
Rhodes and Todd Dollinger, our Chief Executive Officers, also serve as Chairmen of the Board of
Directors. Under these circumstances, we are required under the Code to designate an
independent director to serve as lead independent director.
The required approval by our Shareholders for the appointment of our Chief Executive Officers as
Chairmen of the Board of Directors must be obtained under the Israeli Companies Law, by a
special majority, no later than three (3) months following the Listing. The required approval by our
Shareholders for the appointment of our Chief Executive Officers as Chairmen of the Board must
be obtained under the Israeli Companies Law by a special majority which satisfies either of the
following conditions: (a) the majority of votes at the general meeting includes at least two thirds
of the votes of shareholders participating and voting who are not controlling shareholders of the
company and who do not have a personal interest in the approval of the resolution; or (b) the total
number of opposing votes from among the shareholders in (a) does not exceed 2.0% of the total
voting rights in the company.
Further, if the chief executive officers serve as chairmen of the Board of Directors, their dual office
term shall be limited to three (3) years, which can be extended for additional up to three-year
terms, subject to shareholder approval by a special majority as aforesaid. We intend to convene
a general meeting of shareholders within three (3) months following the Listing for the purpose of
approving the dual office of Todd Dollinger and Steve Rhodes as Chairmen of our Board of
Directors and Chief Executive Officers. Barring any unforeseen circumstances, our Company is
currently not aware of any objections from our Companys existing Shareholders prior to the
Listing in relation to the dual office of Todd Dollinger and Steve Rhodes.
External Directors
The shareholders of public companies must elect, by a Disinterested Majority (as defined herein),
at least two (2) members of the board of directors who qualify as external directors under the
Israeli Companies Law. At least one (1) of the external directors must have accounting and
financial expertise and the rest of the external directors must have either professional
competence or accounting and financial expertise. The conditions and criteria for a director
qualifying as having accounting and financial expertise or professional competence are set out in
regulations adopted under the Israeli Companies Law. The board of directors is charged with
determining whether a director possesses accounting and financial expertise or professional
qualifications. A director is deemed to have professional competence if he or she has any of (i) an
academic degree in one (1) of the following: economics, business management, accounting, law
or public administration, (ii) an academic degree or has completed another form of higher
education in the primary field of business of the company or in a field which is relevant to his or
her position in the company, or (iii) at least five (5) years of experience serving in one (1) of the
following capacities, or at least five (5) years of cumulative experience serving in two (2) or more
of the following capacities: (a) a senior business management position in a company with a
significant volume of business; (b) a senior position in the companys primary field of business; or
(c) a senior position in public administration or service.
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External directors must meet certain standards of independence at the time of their appointment
and during the two-year period prior to their appointment. The Israeli Companies Law provides
that a person is not qualified to be appointed as an external director if (i) the person is a relative
of the controlling shareholder of the company, or (ii) if that person or his or her relative, partner,
employer, another person to whom he or she was directly or indirectly subordinate, or any entity
under the persons control, has or had, during the two years preceding the date of appointment as
an external director: (a) any affiliation with the company, with the controlling shareholder of the
company or a relative of such person, or with any entity controlled by or under common control
with the company or with the controlling shareholder of the company; or (b) in the case of a
company with no controlling shareholder or no shareholder holding a controlling block (i.e., 25%
or more of the voting rights in a general meeting of shareholders), had at the date of appointment
as an external director, any affiliation with a person then serving as chairman of the board of
directors or chief executive officer, a holder of 5% or more of the issued share capital or voting
power in the company or the most senior financial officer. For this purpose, the Israeli Companies
Law defines the term affiliation as employment relationships, business or professional
relationships maintained on a regular basis, control relationships and service as an office holder
(excluding service as a director appointed to serve as an external director in a company which is
about to offer its shares to the public for the first time). An office holder is defined in the Israeli
Companies Law as: (i) a director; (ii) general manager (chief executive officer); (iii) a chief
business manager; (iv) a vice general manager; (v) a deputy general manager; (vi) any other
person who holds a similar position regardless of that persons title; and (vii) any other manager
directly subordinate to the general manager (chief executive officer). The term relative is defined
as a spouse, sibling, parent, grandparent or descendant; spouses sibling, parent or descendant;
and the spouse of each of the foregoing persons. A person may not be appointed as an external
director if his or her other activities or position create, or are likely to create, a conflict of interest
with his or her service as a director or interfere with his or her ability to serve as a director or if
the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A
director of one company may not be appointed as an external director of another company if a
director of the other company is acting as an external director of the first company at such time.
Under the Israeli Companies Law, an external director must be appointed at a general meeting of
shareholders of the company to be convened within three (3) months following the admission of
the companys shares for trading on a stock exchange. We intend to propose two (2) external
directors (namely, Elka Nir and Hang Chang Chieh) from amongst our Independent Directors,
namely, Elka Nir, Stephen Philip Haslett and Hang Chang Chieh to be appointed as our external
directors in accordance with the Israeli Companies Law. Our Board of Directors has reviewed and
determined that Elka Nir has accounting and financial expertise and Hang Chang Chieh has
professional competence. In the event that Shareholders approval is not obtained for the
appointment of Elka Nir and Hang Chang Chieh as our external directors in accordance with the
Israeli Companies Law, Elka Nir and Hang Chang Chieh may still remain as our Independent
Directors. However, the Company will still be subject to its obligation under the Israeli Companies
Law to appoint two (2) external directors and will commit to identifying other candidates to serve
in the capacity of external directors as soon as is practically possible and the election of these
candidates will be brought for the approval of shareholders at a new general meeting.
Without derogating from the aforementioned, a person will not serve as an external director if such
person, his or her relative, partner, employer, another person to whom he or she was directly or
indirectly subordinate, or any entity under the persons control, has business or professional
relationships with any person or entity with which an affiliation is forbidden in accordance with the
abovementioned provisions regarding qualification to be appointed as an external director, even
if such relationship is not maintained on a regular basis, other than negligible relationships, as well
as a person who received remuneration not in accordance with the provisions of the Israeli
Companies Law.
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The resolution to appoint external directors must be adopted by a simple majority of the votes cast
at the general meeting, provided that either (i) such majority includes at least a majority of the
shares held by all shareholders who are not controlling shareholders and who do not have a
personal interest in such election (other than a personal interest which is not derived from a
relationship with a controlling shareholder), present and voting at such meeting (and without
including any abstaining votes), to which we refer as a disinterested majority (Disinterested
Majority); or (ii) the total number of shares of non-controlling shareholders and shareholders who
do not have a personal interest in such election (other than a personal interest which is not derived
from a relationship with a controlling shareholder) voting against the election of an external
director does not exceed 2.0% of the aggregate voting rights in the company. A controlling
shareholder is defined in the Israeli Companies Law as a shareholder with the ability to direct the
activities of the company, other than by virtue of being a director or holding any other position with
the company. A shareholder is presumed to be a controlling shareholder if the shareholder holds
50.0% or more of the means of control in the company. The term means of control is defined
under the Israeli Securities Law as voting rights in a companys general meeting or the right to
appoint the directors of the company or its general manager. With respect to certain matters, a
controlling shareholder is deemed to include a shareholder that holds 25.0% or more of the voting
rights in a public company if no other shareholder holds more than 50.0% of the voting rights in
the company.
Each of the external directors must be eligible to be appointed as a director. A company whose
shares have been offered outside of Israel or whose shares are listed on a foreign stock exchange
is entitled to appoint an external director who is a non-Israeli resident. If, at the time of
appointment of an external director, all of the members of the board of directors who are not
controlling shareholders or their relatives are of one gender, the external director appointed must
be of the other gender.
Each external director is appointed for a term of three (3) years, which may be extended for two
(2) additional terms of three (3) years each, provided that either: (i) his or her service for each
such additional term is recommended by one (1) or more shareholders holding at least 1% of the
companys voting rights and is approved at a shareholders meeting by a disinterested majority,
where the total number of shares held by non-controlling, disinterested shareholders voting for
such re-election exceeds 2% of the aggregate voting rights in the company; (ii) his or her service
for each such additional term is recommended by the board of directors and is approved at a
shareholders meeting by the same majority required for the initial election of an external director
(as described above), or (iii) the external director proposed his candidacy for an additional term,
and such candidacy was approved in accordance with the requirements described in (i) above,
provided however, that if the re-election is sought pursuant to the options noted in paragraphs (i)
and (iii) above, the external director appointed under this paragraph for an additional period is not,
at the time of the appointment, an affiliated or competing shareholder or a relative of such a
shareholder, and has no affiliation with such affiliated or competing shareholder at the time of the
appointment or during the two-year period preceding the appointment. An affiliated or competing
shareholder is defined under the Israeli Companies Law as the shareholder who proposed the
appointment or a holder of 5.0% or more of the issued share capital or voting rights in the
company, all if at the appointment date such shareholder, the controlling shareholder of such
shareholder or an entity under control of any of them has a business relationship with the company
or if such shareholder, the controlling shareholder of such shareholder or an entity under control
of any of them is a competitor of the company.
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External directors may be removed from office only by a special general meeting of shareholders
convened by the board of directors, which approves such removal by the same percentage of
shareholders as required for his or her election, or by a court ruling, and then only if the external
director ceases to meet the statutory qualifications for his or her appointment or if he or she
violates his or her duty of loyalty towards the company.
In the event of a vacancy of an external directors office, the board of directors is required to
convene a shareholders meeting to appoint a new external director, if there are no two (2) other
external directors serving at that time on the board of directors. An external director is entitled to
compensation solely as provided by regulations adopted under the Israeli Companies Law and is
otherwise prohibited from receiving any other compensation, directly or indirectly, in connection
with his or her service as an external director with the company (other than indemnification and
insurance coverage as permitted under the Israeli Companies Law). Each committee of a
companys board of directors which is authorised to exercise the board of directors authorities is
required to include at least one (1) external director, except for the audit committee and
remuneration committee, which are each required to include all external directors.
Following the termination of an external directors membership on a board of directors, such
former external director and his or her spouse and children may not be provided a direct or indirect
benefit by the company, its controlling shareholder or any entity under its controlling shareholders
control, including serving as an office holder of the company (which position includes, inter alia,
that of a non-executive director, independent director and/or chief executive officer) or a company
controlled by its controlling shareholder and cannot be employed by or provide professional
services to the company for pay, either directly or indirectly, including through a corporation
controlled by that former external director, for a period of two (2) years following said termination
of his service as an external director, and for other relatives of such former external director, who
are not his or her spouse or children, for a period of one (1) year following said termination of
service.
Nominating Committee
Our Nominating Committee comprises Elka Nir, Stephen Philip Haslett, Hang Chang Chieh and
Steve Rhodes. The Chairman of our Nominating Committee is Stephen Philip Haslett. Our
Nominating Committee will be responsible for (without derogating from the responsibilities of the
Audit Committee and Remuneration Committee under the Israeli Companies Law), inter alia:
(a)
developing corporate governance guidelines and principles for our Company;
(b)
identifying individuals qualified for nomination to the Board of Directors and reviewing and
recommending the nomination or re-nomination of our Directors having regard to our
Directors contribution and performance;
(c)
considering the structure and composition of the Board of Directors and its committees;
(d)
evaluating the performance and effectiveness of the Board of Directors, the Board
committees and each of its members;
(e)
succession planning, including the appointment recommendations, training and evaluation of

our directors and senior management;
(f)
determining on an annual basis whether or not a Director is independent or whether an

individual qualifies as an external director in accordance with the Israeli Companies Law; and
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(g)
reviewing and approving any new employment of related persons and the proposed terms of
their employment, subject to the requirements under Israeli law.
Our Nominating Committee will decide how our Boards performance is to be evaluated and will
propose objective performance criteria, subject to the approval of our Board, which will address
how our Board has enhanced long-term Shareholders value. Our Board will also implement a
process to be carried out by our Nominating Committee for assessing the effectiveness of our
Board as a whole and its board committees and for assessing the contribution of each individual
Director to the effectiveness of our Board. Each member of our Nominating Committee will not
take part in determining his own re-nomination or independence and shall abstain from voting on
any resolutions in respect of the assessment of his performance or re-nomination as a Director.
In the event that any member of our Nominating Committee has an interest in a matter being
deliberated upon by our Nominating Committee, he will abstain from participating in the review
and approval process relating to that matter.
Remuneration Committee
Under the Israeli Companies Law, a public company must have a remuneration committee
comprised at least three (3) directors, including all of the external directors who must be the
majority members and one (1) thereof must serve as the chairman of the committee, and all the
remaining members must receive remuneration for their service as directors of the company, in
accordance with the regulations under the Israeli Companies Law governing the remuneration of
the external directors. The remuneration committee must not include the chairman (chairmen) of
the board of directors, any controlling shareholder or a relative of a controlling shareholder or any
director employed by the company or by the companys controlling shareholder or by an entity
under the control of the companys controlling shareholder, or a director who provides services,
on a regular basis, to the company, to its controlling shareholder or to any entity under the control
of such controlling shareholder, as well as any director whose principal livelihood derives from the
companys controlling shareholder.
Our Remuneration Committee comprises Stephen Philip Haslett and two (2) other directors
designated as external directors pre-Listing, namely Elka Nir and Hang Chang Chieh, whose
appointment as external directors will be subject to Shareholders approval being obtained at a
general meeting to be convened within three (3) months from the Listing in compliance with the
Israeli Companies Law, whereupon the Remuneration Committee will then be constituted in
compliance with the Israeli Companies Law. The Chairman of our Remuneration Committee is
Elka Nir, who is designated to be an external director under the Israeli Companies Law. Our
Remuneration Committee will be responsible for, inter alia:
(a)
reviewing and making recommendations to the board of directors with respect to the approval
of the compensation policy with respect to the terms of office and employment of office
holders and any extensions thereof (please see below for details on compensation policy
under Israeli law);
(b)
periodically reviewing the implementation of the compensation policy and providing the
board of directors with recommendations with respect to any amendments or updates
thereto;
(c)
reviewing and resolving whether or not to approve arrangements with respect to the terms
of office and employment of office holders;
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(d)
determining whether or not to exempt a transaction with a candidate for chief executive
officer from shareholder approval because such approval would preclude the engagement
with such candidate, provided that such transaction is consistent with the compensation
policy;
(e)
overriding a determination of the shareholders in relation to certain compensation related

issues, subject to the approval of the board of directors and under special circumstances,
such as, the approval of our compensation policy, after such compensation policy was
reconsidered by the committee and on the basis of detailed reasons, the committee and
thereafter the board of directors determined that the adoption of the compensation policy is
in the best interests of our Company despite the objection of the general meeting;
(f)
the establishment of key human resources and compensation policies, including all incentive
and equity-based compensation plans;
(g)
evaluating our executive and senior management; and
(h)
recommending to our Board a framework of remuneration for our Directors and Key
Executives, and determining specific remuneration packages for each Executive Director.
All aspects of remuneration, including but not limited to directors fees, salaries, allowances,
bonuses and other benefits-in-kind shall be covered by our Remuneration Committee. Our
Remuneration Committee will also review and administer The Trendlines 2015 Share Option Plan.
In addition, our Remuneration Committee will perform an annual review of the remuneration of
employees related to our Directors and/or Substantial Shareholder to ensure that their
remuneration packages are in line with our staff remuneration guidelines and commensurate with
their respective job scopes and level of responsibilities. They will also review and approve any
bonuses, pay increases and/or promotions for these employees. Each member of our
Remuneration Committee shall abstain from voting on any resolutions in respect of his
remuneration package or that of employees related to him.
The quorum of the Remuneration Committee for discussions and decisions shall be the majority
of the members.
Compensation Policy
Under the Israeli Companies Law, the compensation policy with respect to the terms of office and
employment of office holders must be approved within nine (9) months following the companys
public listing by the board of directors, after considering the recommendations of the remuneration
committee, and by a majority of our shareholders present and voting, provided that (i) such
majority includes at least a majority of the shareholders who are not controlling shareholders and
who do not have a personal interest in the matter, present and voting (abstentions are
disregarded), or (ii) the non-controlling shareholders and shareholders who do not have a
personal interest in the matter who were present and voted against the policy hold two (2) per cent
or less of the voting power in the company. The compensation policy must be reviewed from time
to time by the board of directors, and must be re-approved or amended by the board of directors
and the shareholders at least once every three (3) years. If the compensation policy is not
approved by the shareholders, the remuneration committee and the board of directors may
nonetheless approve the policy, following further discussion of the matter and for detailed
reasons.
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The compensation policy must serve as the basis for decisions concerning the terms of
employment or engagement of office holders, including exculpation, insurance, indemnification or
any monetary payment, obligation of payment or other benefit in respect of employment or
engagement. The compensation policy must relate to certain factors, including advancement of
the companys objectives, the companys business plan and its long-term strategy, and creation
of appropriate incentives for office holders. It must also consider, among other things, the
companys risk management, size and the nature of its operations. The compensation policy must
furthermore consider the following additional factors:
the education, skills, expertise, professional experience and accomplishments of the

relevant office holder;
the office holders roles and responsibilities and prior compensation agreements with him or
her;
the ratio between the cost of the employment terms offered to the office holder and the cost
of salary of the companys other employees, including those employed through manpower
companies, and in particular the relation to the average pay and median pay of such
employees;
the impact of disparities in salary upon work relationships in the company;
the possibility of reducing variable compensation at the discretion of the board of directors;
and the possibility of setting a limit on the exercise value of non-cash variable equity-based
compensation; and
as to severance compensation, the period of service of the office holder, the terms of his or
her compensation during such service period, the companys performance during that period
of service, the persons contribution towards the companys achievement of its goals and the
maximisation of its profits, and the circumstances under which the person is leaving the
company.
The compensation policy must also take into account the following principles:
the link between variable compensation and long-term performance and measurable criteria;
the relationship between variable and fixed compensation, and the ceiling for the value of
variable compensation;
the conditions under which an office holder would be required to repay compensation paid to
him or her if it was later shown that the data upon which such compensation was based was
inaccurate and was required to be restated in the companys financial statements;
the minimum holding or vesting period for variable, equity-based compensation; and
the maximum limits for severance compensation.
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Audit Committee
Under the Israeli Companies Law, a public company must have an audit committee comprised at
least three (3) directors, all of the external directors shall be members of the audit committee, and
the majority of its members shall be independent (as defined in the Israeli Companies Law). A
director may qualify as an independent director under the Israeli Companies Law if he or she does
not serve as a member of the board of directors for more than nine (9) consecutive years, and for
this purpose any intermission which does not exceed two (2) years will not be deemed as
interrupting the tenure duration. Additionally, the audit committee must confirm that such person
meets the qualification conditions to appoint an external director as stated above (other than the
requirement for accounting and financial expertise or professional qualifications). The audit
committee must not include the chairman (chairmen) of the board of directors, any controlling
shareholder or a relative of a controlling shareholder or any director employed by the company or
by the companys controlling shareholder or by an entity under the control of the companys
controlling shareholder, or a director who provides services, on a regular basis, to the company,
to its controlling shareholder or to any entity under the control of such controlling shareholder, as
well as any director whose principal livelihood derives from the companys controlling shareholder.
The chairman of the audit committee shall be one of the external directors. The audit committee
may not approve any resolutions or actions requiring its approval unless at the time of approval
a majority of the Audit Committees members are present which majority consists of independent
directors including at least one external director.
Our Audit Committee comprises Stephen Philip Haslett and two (2) other directors designated as
external directors pre-Listing, namely Elka Nir and Hang Chang Chieh, whose appointment as
external directors will be subject to Shareholders approval being obtained at a general meeting
to be convened within three (3) months from the Listing in compliance with the Israeli Companies
Law, whereupon the Audit Committee will then be constituted in compliance with the Israeli
Companies Law. The Chairman of our Audit Committee is Elka Nir, who is designated to be an
external director under the Israeli Companies Law.
Our Audit Committee will be responsible for, inter alia:
(a)
reviewing and recommending to the Board for approval of our Companys quarterly and
annual financial statements and related managements discussion and analysis;
(b)
recommending to the Board and overseeing the external auditors of our Company, including
reviewing the scope and results of the external audit, and the independence and objectivity
of the external auditors;
(c)
making recommendations to our Board on the proposals to the shareholders on the

appointment, re-appointment and removal of the external auditors, and approving the
remuneration and terms of engagement of the external auditors;
(d)
reviewing the relevance and consistency of the accounting standards, the significant
financial reporting issues, recommendations and judgements made by the external auditors
so as to ensure the integrity of the financial statements of our Group and any announcements
relating to our Groups financial performance;
(e)
pre-approving all audit and non-audit services to be provided to us or our Subsidiaries by the
external auditors;
304
(f)
identifying deficiencies in the administration of our Company (including reviewing and

reporting to our Board at least annually the adequacy and effectiveness of our Groups
internal controls, including financial, operational, compliance and information technology
controls (such review can be carried out internally or with the assistance of any competent
third parties)), and recommending remedial actions with respect to such deficiencies;
(g)
reviewing the effectiveness and adequacy of our Groups internal audit function;
(h)
reviewing the system of internal controls and management of financial risks with our internal
and external auditors;
(i)
reviewing the co-operation given by our management to our external auditors and our
internal auditors, where applicable;
(j)
reviewing our Groups compliance with such functions and duties as may be required under
the relevant statutes or the Listing Manual, including such amendments made thereto from
time to time;
(k)
reviewing of hedging policies and instruments to be implemented (if any);
(l)
reviewing and approving interested person transactions and review procedures thereof;
(m) reviewing potential conflicts of interest (if any) and to set out a framework to resolve or
mitigate any potential conflicts of interests;
(n)
reviewing our risk management framework, with a view to providing an independent

oversight on our Groups financial reporting, the outcome of such review to be disclosed in
the annual reports or, where the findings are material, announced immediately via SGXNET;
(o)
investigating any matters within its terms of reference;
(p)
reviewing the policy and arrangements by which our staff may, in confidence, raise concerns
about possible improprieties in matters of financial reporting and ensuring that arrangements
are in place for the independent investigations of such matter and for appropriate follow-up;
(q)
administering and overseeing the implementation of the Disclosure and Insider Trading
Policy (as defined below), the Whistle Blower Policy (as defined below), the Anti-Bribery
Policy (as defined below), and any other corporate policy as may be adopted by our
Company; and
(r)
undertaking such other functions and duties as may be required by statute or the Listing
Manual, and by such amendments made thereto from time to time.
In addition, under the Israeli Companies Law, an Audit Committee is required, among other things,
to: (i) identify deficiencies in the administration of our Company (including by consulting with the
internal auditor or the external auditors of our Company), and recommend remedial actions with
respect to such deficiencies; (ii) determine with respect to transactions with related parties,
including office holders and the controlling shareholder (if any), if such transactions are
substantial actions (i.e. an action that is likely to materially affect our Companys profitability,
assets or liabilities) or extraordinary transactions (i.e. a transaction that is not in a Companys
ordinary course of business, not on market terms or that is likely to have a material impact on our
Companys profitability, assets or liabilities) and may determine once a year, in advance, criteria
for such determination; (iii) determine with respect to extraordinary (and non-extraordinary)
305
transactions with the controlling shareholder, the requirement to conduct a competitive procedure,
or other procedures to be conducted prior to entry into such transactions; (iv) review and approve
or disapprove certain related-party transactions; (v) determine the procedure for approval of
transactions with the controlling shareholder, which are not negligible transactions; (vi) where the
board of directors approves the working plan of the internal auditor, examine such working plan
before its submission to the board of directors and proposing amendments thereto; (vii) examine
the internal audit controls and internal auditors performance, including whether the internal
auditor has sufficient resources and tools to fulfil his responsibilities; (viii) examine the scope of
the external auditors work and compensation and submit a recommendation with respect thereto
to the board of directors or general meeting, depending on which of them is considering the
remuneration of the external auditor; and (ix) adopt procedures with respect to processing
employee complaints in connection with deficiencies in the administration of our Company, and
the appropriate means of protection afforded to such employees.
Apart from the duties listed above, our Audit Committee shall commission and review the findings
of internal investigations into matters where there is any suspected fraud or irregularity, or failure
of internal controls or suspected infringement of any Israeli law, rule or regulation which has or is
likely to have a material impact on our Groups operating results and/or financial position. In the
event that a member of our Audit Committee is interested in any matter being considered by our
Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or
voting on that particular resolution.
Our Audit Committee shall also commission an annual internal control audit until such time as our
Audit Committee is satisfied that our Groups internal controls are robust and effective enough to
mitigate our Groups internal control weaknesses (if any). Prior to the decommissioning of such an
annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key
internal control weaknesses have been rectified, and the basis for the decision to decommission
the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee
as and when it deems fit to satisfy itself that our Groups internal controls remain robust and
effective. Upon completion of the internal control audit, appropriate disclosure will be made via
SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to
be taken by our Board.
Currently, based on the internal controls established and maintained by our Group, work
performed by the external auditors, and reviews performed by our management and our Board,
our Board, with the concurrence of our Audit Committee, is of the view that our internal control
procedures are adequate to address financial, operational and compliance risks.
Internal Auditor
Under the Israeli Companies Law, the board of directors of a public company must appoint an
internal auditor proposed by the Audit Committee. The role of the internal auditor is to examine,
among other things, whether the companys actions comply with the Israeli law and orderly
business procedures. The internal auditor must not be an interested party or an office holder, or
a relative of an interested party or office holder, or a member of the companys external auditors
or anyone on his or her behalf. The Israeli Companies Law defines interested party to include
a person who holds 5.0% or more of the companys outstanding share capital or voting rights, a
person who has the right to appoint one or more directors or the chief executive officer or any
person who serves as a director or a chief executive officer. The identity of the internal auditor
must comply with certain other provisions of Israeli law relating to his or her domicile, qualification
306
and other matters. The internal auditor is required to submit a proposal for an annual or periodic
work plan for the approval of the board of directors or audit committee (as applicable), which may
approve such work plan subject to any changes they deem appropriate.
The Audit Committee is required to examine the activities and to assess the performance of the
internal auditor as well as to review the internal auditors work plan. We intend to appoint an
internal auditor following our Listing.
Disclosure Policy
We have adopted a disclosure policy (Disclosure Policy) which provides guidance to directors,
officers and employees of our Group on our Companys continuous disclosure obligations
post-Listing. The Disclosure Policy provides guidance on, inter alia, relevant disclosure
obligations under the Catalist Rules, responding to market speculation, rumours and reports and
prohibition on selective disclosure. Our Audit Committee will be responsible for administering and
overseeing the implementation of the Disclosure Policy.
Securities Dealing Policy
We have adopted a securities dealing policy (Securities Dealing Policy) which sets out our
policy on dealings in our Companys securities by the directors, officers, management and
employees of our Group (Relevant Persons). The Relevant Persons are to ensure that any
trading by them in any of our Companys securities is undertaken within the framework set out in
the Securities Dealing Policy and in accordance with the relevant laws, regulations and rules in
relation to the dealing of our Companys securities. Pursuant to the Securities Dealing Policy, the
Relevant Persons are prohibited from dealing with our Companys securities during the prescribed
blackout periods and, in any event, at any time they are in possession of unpublished material
price sensitive information. In addition, as a matter of good practise, the Relevant Persons are
also prohibited from dealing in our Companys securities on short-term considerations. Our Audit
Committee will be responsible for administering and overseeing the implementation of the
Securities Dealing Policy.
Whistle Blower Policy
We have adopted a whistle blower policy (the Whistle Blower Policy) which will encourage
employees and others who deal with our Company, and who have serious concerns about any
aspects of our Companys work, to voice such concerns. The Whistle Blower Policy will set out our
commitment to investigate thoroughly concerns that are reported in good faith and to protect
employees, contractors or other stakeholders who report wrongdoing from being discriminated
against or disadvantaged. Pursuant to the Whistle Blower Policy, those with a complaint or
concern about our Company will be expected to contact a member of our Audit Committee or
another person designated as a compliance officer. The procedure that will be followed by our
Company to address a complaint will also be set out.
Anti-Bribery and Anti-Corruption Policy
We have adopted an anti-bribery and anti-corruption policy (Anti-Bribery Policy) which will
establish our commitment to comply fully with any local and foreign anti-bribery or anti-corruption
laws and regulations that may be applicable, including Israeli laws and regulations. The
Anti-Bribery Policy will prohibit our Companys personnel, agents and third party service providers
working on behalf of our Company from promising, giving or accepting a bribe. The Anti-Bribery
Policy will apply to our Companys personnel and will reflect the standards that business
307
associates, partners, agents, contractors, consultants and third party service providers to our
Company are expected to adhere to when acting on our Companys behalf. The Anti-Bribery Policy
will give examples of forms of bribery and corruption and will provide guidelines for dealing with
the giving and acceptance of gifts and meals as well as expense reimbursement. The Anti-Bribery
Policy will also set out strategies we will adopt to mitigate bribery and corruption risk. Our Audit
Committee will be responsible for monitoring compliance with the Anti-Bribery Policy and initiating
investigations of reported violations.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics (CBCE) which outlines the principles
that are to guide all directors, officers and employees (which includes any director, officer,
employee of, and person under contract with, our Group) of our Group in the performance of their
duties and to offer guidance in properly recognising and resolving legal and ethical issues that
they may encounter while conducting the business of our Group. The CBCE provides guidance on,
inter alia, conflicts of interest, protection and proper use of corporate assets, confidentiality of
corporate information, compliance with laws, rules and regulations and standards of compliance.
Our Audit Committee will be responsible for monitoring compliance with the CBCE, for regularly
assessing its adequacy, for interpreting the CBCE in any particular situation, for reviewing
compliance with the CBCE, and for approving any changes to the CBCE from time to time.
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PURCHASE BY OUR COMPANY OF OUR OWN SHARES

Under the Israeli Companies Law, a company may purchase its own shares, subject to certain
conditions. The Israeli Companies Law treats a repurchase of shares by a company as a
distribution to the companys shareholders. Under the Israeli Companies Law, a company may
effect a distribution only out of its profits and the distribution amount is limited to the greater of
retained earnings or earnings accumulated over the two (2) most recent years, after subtracting
prior distributions, according to our then last reviewed or audited financial statements, provided
that the end of the period to which the financial statements relate is not more than six (6) months
prior to the date of distribution and provided that there is no reasonable concern that the payment
of a dividend will prevent us from satisfying our existing and foreseeable obligations as they
become due. According to the Israeli Companies Law, retained earnings refer to surplus, that is,
the sums included in the equity of our Company which are derived from our net profits, as
determined in accordance with generally accepted accounting principles, and other sums included
in the equity in accordance with generally accepted accounting principles, which are not share
capital or premium, that the Israeli Minister of Justice has provided that such shall be deemed as
surplus. In the event that we do not have profits legally available for distribution, as defined in the
Israeli Companies Law, we may seek the approval of the court in order to distribute a dividend.
The court may approve our request if it is convinced that there is no reasonable concern that the
payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as
they become due. Pursuant to our Articles of Association, our Directors are authorised to approve
distributions, including a repurchase of shares, subject to the provisions of the Israeli Companies
Law. Any shares repurchased by a company lose their rights and are referred to as treasury
(dormant) shares, for as long as they are held by the company.
Please refer to the sections entitled Comparison between Singapore Companies Law and Israeli
Companies Law, Summary of Certain Provisions of Israeli Companies Law, Selected Extracts
of our Articles of Association and Our Articles of Association as set out in Appendices B, C, D
and E respectively, of this Offer Document for more details.
In the event that we decide to purchase our Shares after the Listing, we will do so in accordance
with the applicable Israeli laws and the Catalist Rules.
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TAKE-OVERS
Pursuant to the Securities and Futures Act, Sections 139 and 140 of the Securities and Futures
Act and the Singapore Take-Over Code apply to take-over offers of companies which are
incorporated outside Singapore and all or any of the shares of which are listed for quotation on
a securities exchange (as defined in the Securities and Futures Act). Accordingly, the Singapore
Take-Over Code will apply to take-over offers for our Shares for so long as our Shares are listed
on the SGX-ST.
Under the Israeli Companies Law, notwithstanding that our Shares are listed on the SGX-ST, the
provisions of the Israeli Companies Law in respect of full tender offers (as described below) will
apply to us. To this end, we wrote to the SIC to seek clarifications on the potential inconsistencies
between the Singapore Take-Over Code and certain provisions of the Israeli Companies Law.
Please refer to the section entitled Take-overs SIC Ruling of this Offer Document for more
details.
According to regulations promulgated under the Israeli Companies Law, known as- the
Companies Regulations (Relaxations for Companies Whose Shares Are Listed For Trading On An
Exchange Abroad), 5760-2000 (the Relief Regulations), certain relief is accorded to Israeli
companies whose shares are listed on a foreign stock exchange, with respect to the application
of certain provisions of the Israeli Companies Law. The Relief Regulations provide, among other
things, that the provisions of the Israeli Companies Law in respect of special tender offers shall
not apply to an Israeli company, if under the foreign laws of the jurisdiction in which the securities
were offered to the public or are registered for trade on a foreign stock exchange there are
restrictions on the acquisition of any percentage of control of a company or if the acquisition of any
percentage of control of the company obligates the acquirer also to make a purchase offer to the
public shareholders. As mentioned above, the Singapore Take-Over Code will apply to take-over
offers for our Shares for so long as our Shares are listed on the SGX-ST. In this connection, the
Singapore Take-Over Code, inter alia, imposes obligations on an acquirer to make a mandatory
offer under certain circumstances. Please refer to the section entitled Take-Overs Provisions
under the Singapore Take-Over Code of this Offer Document for more details.
Provisions under the Singapore Take-Over Code
Under the Singapore Take-Over Code, any person acquiring an interest, either on his own or
together with parties acting in concert with him, in 30.0% or more of the voting Shares must extend
a takeover offer for the remaining voting Shares in accordance with the provisions of the
Singapore Take-over Code. Persons presumed to be acting in concert include and are not limited
to a company and its parent company, its subsidiaries, and fellow subsidiaries and its parent
company, a company and its directors (including their relatives), a company and its pension funds,
a person and any investment company, unit trust or other fund whose investment such person
manages on a discretionary basis, and a financial or other professional advisor and its client in
respect of shares held by the financial advisor and shares in the client held by funds managed by
the financial advisor on a discretionary basis. A mandatory offer for consideration other than cash
must be accompanied by a cash alternative at not less than the highest price paid by the offeror
or parties acting in concert with the offeror within the preceding six (6) months.
A mandatory takeover offer is also required to be made if a person holding, either on his own or
together with parties acting in concert with him, between 30.0% and 50.0% of the voting shares
acquires additional voting shares representing more than 1.0% of the voting shares in any
six-month period. Under the Singapore Take-over Code, a mandatory offer made with
consideration other than cash must be accompanied by a cash alternative at not less than the
highest price paid by the offeror or any person acting in concert within the preceding six (6)
months.
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TAKE-OVERS
Provisions under the Israeli Companies Law
Full Tender Offer
A person wishing to acquire shares of a public Israeli company and who would as a result of such
acquisition hold over 90.0% of the target companys voting rights or the target companys issued
and outstanding share capital (or of a class thereof), is required by the Israeli Companies Law to
make a tender offer to all of the companys shareholders for the purchase of all of the issued and
outstanding shares of the company (or the applicable class). If (a) the shareholders who do not
accept the offer hold less than 5.0% of the issued and outstanding share capital of the company
(or the applicable class) and a majority of the offerees that do not have a personal interest in the
acceptance of the tender offer accepted the tender offer or (b) the shareholders who did not
accept the tender offer hold less than 2.0% of the issued and outstanding share capital of the
company (or of the applicable class), all of the shares that the acquirer offered to purchase will be
transferred to the acquirer by operation of law. A shareholder who had his or its shares so
transferred may petition the court within six months from the date of acceptance of the full tender
offer, regardless of whether such shareholder agreed to the offer, to determine whether the tender
offer was for less than fair value and whether the fair value should be paid as determined by the
court. However, an offeror may provide in the offer that a shareholder who accepted the offer will
not be entitled to appraisal rights as described in the preceding sentence, as long as the offeror
and the company disclosed the information required by law in connection with the tender offer. If
the full tender offer was not accepted in accordance with any of the above alternatives, the
acquirer may not acquire shares of the company that will increase its holdings to more than 90%
of the companys issued and outstanding share capital (or of the applicable class) from
shareholders who accepted the tender offer.
Merger
The Israeli Companies Law permits statutory merger transactions between two (2) Israeli
companies if approved by the board of directors of each party to the merger and, unless certain
conditions described under the Israeli Companies Law are met, a majority of each partys
shareholders participating and voting at the shareholders meeting. The board of directors of a
merging company is required pursuant to the Israeli Companies Law to discuss and determine
whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the
surviving company will not be able to satisfy its obligations towards its creditors, such
determination taking into account the financial status of the merging companies. If the board of
directors determines that such a concern exists, it may not approve a proposed merger. Following
the approval of the board of directors of each of the merging companies, the boards of directors
must jointly prepare a merger proposal for submission to the Israeli Registrar of Companies.
For purposes of the shareholder vote, unless a court rules otherwise, if one (1) of the merging
companies (or any person who holds 25.0% or more of the voting rights or the right to appoint
25.0% or more of the directors of one (1) of the merging companies) holds shares in the other
merging company, the merger will not be deemed approved if a majority of the shares voted at the
shareholders meeting by shareholders other than the other party to the merger, or any person who
holds 25.0% or more of the voting rights or the right to appoint 25.0% or more of the directors of
the other party, vote against the merger. In addition, if the non-surviving entity of the merger has
more than one (1) class of shares, the merger must be approved by each class of shareholders.
If the transaction would have been approved but for the separate approval of each class or the
exclusion of the votes of certain shareholders as provided above, a court may still approve the
merger upon the request of holders of at least 25.0% of the voting rights of a company, if the court
holds that the merger is fair and reasonable, taking into account the value of the parties to the
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TAKE-OVERS
merger and the consideration offered to the shareholders. If a merger is with a companys
controlling shareholder or if the controlling shareholder has a personal interest in the merger, then
the merger is instead subject to the same special majority approval that governs all extraordinary
transactions with controlling shareholders (that is, approval by the following in the following order:
audit committee, board of directors, general meeting on condition that one (1) of the following
applies: (a) the majority of votes at the general meeting includes at least a majority of all the votes
of shareholders who do not have a personal interest in the approval of the transaction and who
participate in the vote; abstentions shall not be included in the total of the votes of the aforesaid
shareholders; or (b) the total of opposing votes from among the shareholders said in
subparagraph (a) does not exceed 2.0% of all the voting rights in the company).
Upon the request of a creditor of either party to the proposed merger, the court may delay or
prevent the merger if it concludes that there exists a reasonable concern that, as a result of the
merger, the surviving company will be unable to satisfy the obligations of the merging entities, and
may further give instructions to secure the rights of creditors.
Under the Israeli Companies Law, each merging company must inform its creditors of the
proposed merger plans in accordance with the provisions of the Israeli Companies Law and its
applicable regulations.
In addition, a merger may not be completed unless at least 50 days have passed from the date
that a proposal for approval of the merger is filed with the Israeli Registrar of Companies and at
least 30 days have passed from the date that shareholders approval of both merging companies
is obtained.
SIC Ruling
Issue 1: Potential inconsistencies between the Singapore Take-Over Code and certain provisions
of the Israeli Companies Law
Under the Israeli Companies Law, a person wishing to acquire shares or voting rights or a class
of shares in a company and who would as a result of such acquisition hold over 90.0% of the
company voting rights or issued and outstanding share capital (or of a class thereof) is required
to make a full tender offer (that is, a full purchase offer as defined in the Israeli Companies Law)
to all shareholders of the company for the purchase of all of the issued and outstanding shares
of the company (or the applicable class). The main purpose of the Israeli full tender offer
provisions under the Israeli Companies Law is not the obtaining of control over a public company
but rather converting the company from a public company into a private company by acquiring
shares from the public. Theoretically, even a person not holding any shares in the company may
execute a full tender offer, but in fact such action is usually executed by the controlling
shareholder of a company, who is interested in holding all the issued shares of a company.
The Israeli Companies Law provides that, if: (a) the shareholders who do not accept the offer hold
less than 5.0% of the issued and outstanding share capital of the company (or the applicable
class) and a majority of the offerees that do not have a personal interest in the acceptance of the
tender offer accepted the tender offer; or (b) the shareholders who did not accept the tender offer
hold less than 2.0% of the issued and outstanding share capital of the company (or the applicable
class) (Israeli Acceptance Conditions), all of the shares that the offeror offered to purchase will
be transferred to the offeror by operation of law.
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TAKE-OVERS
If the full tender offer is not accepted in accordance with such Israeli Acceptance Conditions, the
offeror may not purchase shares from the offerees who responded positively to the tender offer
(Accepting Offerees) in such number that would increase his holdings to more than 90.0% of
the issued and outstanding share capital of the company (or applicable class).
Under Rule 14.2(a) of the Singapore Take-Over Code, except with the SICs consent, offers made
under Rule 14 must be conditional upon, and only upon, the offeror having received acceptances
which, together with voting rights acquired or agreed to be acquired before or during the offer, will
result in the offeror and any person acting in concert with him holding more than 50.0% of the
voting rights (50.0% Acceptance Condition).
An inconsistency may arise where a mandatory offer is triggered under the Singapore Take-Over
Code and which may result in the offeror holding over 90.0% of our Companys voting rights or
issued and outstanding share capital (or of a class thereof), thereby also triggering the Israeli full
tender offer provisions. In such a case, Rule 14.2(a) of the Singapore Take-Over Code requires
that the only condition to the offer be the 50.0% Acceptance Condition while the Israeli full tender
offer provisions impose the Israeli Acceptance Conditions in order to allow the offeror to bring his
shareholdings to more than 90.0% of the Companys issued and outstanding share capital.
In addition, in the event that the Israeli Acceptance Conditions are not met, the offeror may only
purchase such shares from the Accepting Offerees which will not result in his shareholdings in our
Company exceeding 90.0%. However, under the Singapore Take-Over Code, once the 50.0%
Acceptance Condition is met, the offeror is required to purchase all acceptances received.
Issue 2: Clarification on applicability of the Singapore Take-Over Code in a merger
As set out above, Israeli Companies Law permits statutory merger transactions between two (2)
Israeli companies if approved by the board of directors of each party to the merger and, unless
certain conditions described under the Israeli Companies Law are met, a majority of each partys
shareholders participating and voting at the shareholders meeting. Please refer to the section
entitled Take-Overs Provisions under the Israeli Companies Law Merger of this Offer
Under the Definition chapter of the Singapore Take-Over Code, an offer includes wherever
appropriate, take-over and merger transactions, howsoever effected, including reverse takeovers, schemes of arrangement, trust schemes, amalgamations, partial offers and also offers by
a parent company for shares in its subsidiary.
The Singapore Take-Over Code also states that all schemes of arrangement, trust schemes and
amalgamations, except for offers for non-voting non-equity capital, are subject to the provisions
of the Singapore Take-Over Code.
SIC Ruling
Accordingly, we had on 25 August 2015 written to the SIC to seek a ruling in respect of the
following:
(1)
In relation to Issue 1:
(a)
to seek the SICs grant of an exemption from strict compliance with Rule 14.2(a) of the
Singapore Take-Over Code on mandatory offers; and
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TAKE-OVERS
(b)
(2)
to seek the SICs consent in the event of a mandatory offer under the Singapore
Take-Over Code to purchase shares or voting rights or a class of shares in our
Company and who would as a result of such acquisition hold over 90.0% of our
Companys voting rights or issued and outstanding share capital (or of a class thereof):
(a) the offer is allowed to be subject to the Israeli Acceptance Conditions in addition to
the 50.0% Acceptance Condition; (b) in the event the 50.0% Acceptance Condition is
met but the Israeli Acceptance Conditions are not met, the offeror be allowed to
purchase only such shares from Accepting Offerees which will not result in his
shareholdings in our Company exceeding 90.0% (the Israeli 90.0% Settlement
Requirement); and (c) in the event the 50.0% Acceptance Condition and the Israeli
Acceptance Conditions are met, all of the shares that the offeror offered to purchase will
be transferred to the offeror under the Israeli Companies Law; and
In respect of Issue 2:
(a)
to seek confirmation from the SIC as to whether a merger involving an Israeli company
with a primary listing of its equity securities on the SGX-ST which is carried out under
the relevant Israeli laws (Israeli Merger) is also subject to the provisions of the
Singapore Take-Over Code; and
(b)
in the event that the Israeli Merger is subject to the provisions of the Singapore
Take-over Code, we further request the SIC to confirm that the exemptions and the
conditions to the exemptions stated in the Note on Definition of Offer section of the
Singapore Take-Over Code would apply.
In the letter from the SIC dated 28 October 2015, the SIC ruled that if:
(a)
considers that only the Israeli 90.0% Settlement Requirement conflicts with Rule 14.2(a) of
the Singapore Take-Over Code. In this regard, the SIC consents to a mandatory offer being
subject to the Israeli 90.0% Settlement Requirement in addition to the 50.0% Acceptance
Condition; and
(b)
confirms that a merger involving our Company, which is carried out under Israeli laws, will be
subject to the Singapore Take-Over Code.
The SICs ruling at paragraph (a) above may be invalidated should there be material changes to
the relevant provisions or the application of the Israeli Companies Law.
In connection with the SICs ruling, our Articles provide as follows:
Article 52
Article 53A and the provisions of the Israeli Companies Law in respect of full tender offers
will apply to the Company, its Shareholders and its shares.
Article 53
As long as the Companys Shares are primarily listed on the Exchange, the provisions of
Singapore Code on Take-Overs and Mergers, as amended from time to time (the Takeover
Code) shall apply to all take-over offers in respect of the Companys Shares, subject to
Articles 53A and 53B.
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TAKE-OVERS
Article 53A
If the full tender offer is not accepted in accordance with the Israeli Acceptance Conditions
(as defined below) detailed in section 337 of the Israeli Companies Law, an offeror may not
purchase Shares from the offerees who responded positively to the tender offer (Accepting
Offerees) in such number that would increase his or her holdings to more than 90% of the
issued and outstanding share capital of the Company (or applicable class). In such an
instance, (a) if the purchase of Shares from the Accepting Offerees will bring the
shareholdings of the offeror to up to 90%, then the offeror must purchase all the Shares of
the Accepting Offerees (unless the offeror stated in his or her offer that any purchase of
Shares under the offer is subject to and contingent upon acceptance of the offer at a
minimum percentage rate), or (b) if the purchase of Shares from the Accepting Offerees will
bring the shareholdings of the offeror to more than 90%, any such purchase of Shares by the
offeror in the framework of the tender offer will be effected on a pro rata basis from the
Accepting Offerees such that the offerors shareholdings in the Company will not exceed
90%.
Article 53B
In the event of a mandatory offer under the Takeover Code to purchase shares or voting
rights or a class of shares in the Company and the offeror would, in connection with such
mandatory offer, hold over 90% of the Company voting rights or issued and outstanding
share capital (or of a class thereof): (a) the offer is allowed to be subject to the Israeli
Acceptance Conditions in addition to the 50% Acceptance Condition (as defined below); (b)
in the event the 50% Acceptance Condition is met but the Israeli Acceptance Conditions are
not met, the offeror be allowed to purchase only such shares from Accepting Offerees which
will not result in his shareholdings in the Company exceeding 90%; and (c) in the event the
50% Acceptance Condition and the Israeli Acceptance Conditions are met, all of the shares
that the offeror offered to purchase will be transferred to the offeror under the Israeli
Companies Law.
Article 53C
For purposes of Articles 53A and 53B above, (i) the Israeli Acceptance Conditions refer to
(a) the Shareholders who do not accept the offer hold less than 5% of the issued and
outstanding share capital of the Company (or the applicable class) and a majority of the
Shareholders who do not have a personal interest in the acceptance of the tender offer
accepted the tender offer; or (b) the Shareholders who did not accept the tender offer hold
less than 2% of the issued and outstanding share capital of the Company (or the applicable
class; and (ii) the 50% Acceptance Condition refers to the condition set out in Rule 14.2(a)
of the Takeover Code, whereby the offeror having received acceptances which, together with
voting rights acquired or agreed to be acquired before or during the offer, will result in the
offeror and any person acting in concert with him holding more than 50% of the voting rights.
Article 53D
Any Shares acquired in violation of the take-over obligations provided in these Articles will
be deemed as dormant shares with no rights whatsoever attached to them for as long as they
are held by the acquirer of such Shares.
315
SUBSTANTIAL SHAREHOLDING DISCLOSURE

Under the Securities and Futures Act, a person has a substantial shareholding in a company if he
has an interest or interests in one (1) or more voting shares (excluding treasury shares) in that
company and the total votes attached to that share, or those shares, is not less than 5.0% of the
total votes (excluding treasury shares) attached to all the voting shares in that company, and a
substantial shareholder is a person who holds a substantial shareholding.
The Securities and Futures Act requires a person who is or (if he has ceased to be one) had been
a substantial shareholder of our Company, being a non-Singapore incorporated corporation with
a primary listing on the Official List of the SGX-ST, to give notice in writing to our Company of
particulars of the Shares in which he has or had an interest or interests and the nature and extent
of that interest or those interests, in such form and shall contain such information as the Authority
may prescribe, within two (2) business days after such person:
(a)
becomes aware that he is or (if he has ceased to be one) had been a substantial shareholder
of our Company; or
(b)
becomes aware of a change in the percentage level (1) of the interest or interests of the
substantial shareholder of our Company in voting Shares in our Company.
Note:
(1)
Percentage level, in relation to a substantial shareholder of our Company, means the percentage figure
ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has
an interest or interests immediately before or (as the case may be) immediately after the relevant time as a
percentage of the total votes attached to all the voting shares (excluding treasury shares) of our Company, and, if
it is not a whole number, rounding that figure down to the next whole number.
Pursuant to the Securities and Futures Act, where a person (beneficial owner) authorises
another person (legal owner) to hold, acquire or dispose of, on his behalf, shares or an interest
or interests in shares, the beneficial owner shall take reasonable steps to ensure that the legal
owner notifies him as soon as practicable and, in any case, no later than two (2) business days
after any acquisition or disposal of any of those shares or interest or interests in shares effected
by the legal owner on his behalf which will or may give rise to any duty on the part of the beneficial
owner to give notice under the Securities and Futures Act.
In addition, where a person holds shares, being shares in which another person has an interest,
he shall give to the second-mentioned person a notice of any acquisition or disposal of any of
those shares effected by him, in the form as the Authority may prescribe, as soon as practicable
and, in any case, no later than two (2) business days after acquiring or disposing of the shares.
316
ATTENDANCE AT GENERAL MEETINGS

Under the Israeli Companies Law, only those persons whose names appear in the shareholders
register of a company are considered shareholders, with rights to vote at general meetings.
However, a company is entitled to operate an additional shareholders register outside Israel. Our
Company has appointed a share registrar to administer a shareholders register in Singapore with
respect to our Shares that are listed for trading on Catalist. Accordingly, depositors whose names
are shown in the records of the CDP will be recognised as Shareholders of our Company and,
among other things, will have a right to vote at general meetings of our Company.
A Shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be Shareholders. Subject to the provisions of the Israeli Companies Law and the
regulations promulgated thereunder, Shareholders entitled to participate and vote at general
meetings are the Shareholders of record (i.e., if, as applicable, such Shareholders name appears
on the Depository Register maintained by the CDP) on a date to be decided by the Board, which
may generally be between four (4) and 21 days prior to the date of the meeting, and in
circumstances where our Company delivers written voting ballots to Shareholders in respect of a
general meeting, including such in which the Shareholder authorises a representative to vote in
his name, in accordance with the applicable laws of Singapore, the record date for such general
meeting may be set between four (4) and forty (40) days prior to the date of the meeting.
Our general meetings will be held in Singapore.
Shareholders shall vote by poll where Shareholders are accorded rights proportionate to their
shareholding and all votes are counted.
Please refer to the section entitled Appendix C Summary of Certain Provisions of Israeli
Companies Law of this Offer Document for more details on Shareholders meetings.
317
EXCHANGE CONTROLS
Singapore
There are currently no Singapore government laws, decrees, regulations or other legislation that
may affect the following:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use
by our Group; and
(b)
the remittance of dividends, interest or other payments to non-resident holders of our

Companys securities.
Israel
There are currently no Israeli currency control restrictions on remittances of dividends on our
Shares, proceeds from the sale of the Shares or interest or other payments to non-residents of
Israel, except for Shareholders who are subjects of countries that are, or have been, in a state of
war with Israel.
318
TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore
and Israel and is not intended to be and does not constitute legal or tax advice.
While this discussion is considered to be a correct interpretation of existing laws in force as at the
date of this Offer Document, no assurance can be given that the courts or fiscal authorities
responsible for the administration of such laws will agree with this interpretation or that changes
in such laws, which may be retrospective, will not occur. The discussion is limited to a general
description of certain tax consequences in Singapore and Israel with respect to ownership of the
Shares by Singapore investors, and does not purport to be a comprehensive or exhaustive
description of all of the tax considerations that may be relevant to a Shareholders decision with
regards to the ownership of our Shares.
Prospective investors should consult their tax advisers regarding Singapore and Israeli tax
and other tax consequences of owning and disposing the Shares. It is emphasised that
neither our Company, our Directors nor any other persons involved in this Placement
accepts responsibility for any tax effects or liabilities resulting from the subscription,
holding or disposal of our Shares.
ISRAELI TAXATION
General Corporate Tax Structure
Generally, Israeli companies and foreign corporations that are subject to Israeli taxation are
subject to Corporate Tax on their taxable income. The corporate tax rate for the year 2015 is
26.5%. According to a recent announcement of the Israeli government in early September 2015,
commencing as of 1 January 2016, the corporate tax rate will be reduced to 25%, which tax
reduction is still subject to legislative act by the Israeli legislator.
Capital Gain
Real Capital Gains (see below) derived by an Israeli company are generally subject to the
applicable corporate tax rate.
Israeli law generally imposes a capital gains tax on the sale of capital assets as long as the gain
is not attributed to business activity/income or a transaction having the nature of trade. The Israeli
Income Tax Ordinance (1961) [New Version] distinguishes between the Real Capital Gain and
the Inflationary Surplus. The Inflationary Surplus is a portion of the total capital gain which is
equivalent to the increase of the relevant assets purchase price which is attributable to the
increase in the Israeli consumer price index or, in certain circumstances, a foreign currency
exchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the
excess of the total capital gain over the Inflationary Surplus.
A shareholder that files tax returns with the Israel Tax Authority who suffered a capital loss as a
result of a sale of our Ordinary Shares is entitled to set off the loss against (i) any capital gain
incurred during the same year from a sale of any other asset; (ii) interest or dividend paid by us
during the same year; and/or (iii) interest or dividends paid by other corporations during the same
year, as long as the tax applicable on those dividends does not exceed the rate of 25%.
Stamp Duty
There is no stamp duty under the current tax regime in Israel.
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TAXATION
Taxation of Shareholders
Israeli Resident Shareholders
Beginning as of 1 January 2006, the tax rate applicable to Real Capital Gain derived by Israeli
individuals from the sale of shares which had been purchased on or after 1 January 2003, whether
or not listed on a stock exchange, is 20% retroactive from 1 January 2003 through 31 December
2011 and 25% thereafter. However, if such a shareholder is considered a Substantial
Shareholder (i.e., a person who holds, directly or indirectly, alone or together with another, 10%
or more of any of the companys means of control (including, among other things, the right to
receive profits of the company, voting rights, the right to receive the companys liquidation
proceeds and/or the right to appoint a director)) at the time of sale or at any time during the
preceding 12-month period, such gain will be taxed at the rate of 25% retroactive from 1 January
2003 through 31 December 2011, and 30% thereafter. Individual shareholders dealing with
securities in Israel are taxed at their marginal tax rates applicable to business income, 48% in
2015.
Furthermore, beginning on 1 January 2013, an additional tax liability at the rate of 2% was added
to the applicable tax rate on the annual taxable income of the individuals (whether any such
individual is an Israeli resident or non-Israeli resident) exceeding NIS 810,760 (in 2015)
(hereinafter, Surcharge Tax).
Non-Israeli Resident Shareholders
In principle, Israeli capital gains tax is imposed on the disposal of capital assets by a non-Israeli
resident if such assets are either (i) located in Israel; (ii) shares or rights to shares in an Israeli
resident company; or (iii) represent, directly or indirectly, rights to assets located in Israel, unless
a tax treaty between Israel and the sellers country of residence provides otherwise. As mentioned
above, Real Capital Gain derived by a company is generally subject to tax at the corporate tax rate
or, if derived by an individual, at the rate applicable for Israeli residents as mentioned above.
Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates
applicable to business income (a corporate tax rate for a corporation and a marginal tax rate of
up to 48% (plus Surcharge Tax if applicable) for an individual in 2015).
Notwithstanding, shareholders who are non-Israeli residents (individuals and corporations) are
generally exempt from Israeli capital gain tax on any gains derived from the sale, exchange or
disposition of shares publicly traded on the Tel Aviv Stock Exchange or on a recognised stock
exchange outside of Israel, provided, among other things, that (i) such gains are not generated
through a permanent establishment that the non-Israeli resident maintains in Israel, (ii) the shares
were purchased after being listed on a recognised stock exchange, and (iii) if the seller is a
non-Israeli corporation, it will not be entitled to the Capital Gain tax exemption if an Israeli resident
(a) has a controlling interest of 25% or more in such non-Israeli corporation, or (b) is the
beneficiary of/or is entitled to 25% or more of the revenues or profits of such non-Israeli
corporation, whether directly or indirectly. Such exemption is not applicable to a person whose
gains from selling or otherwise disposing of the shares are deemed to be business income.
320
TAXATION
Shareholders who are non-Israeli residents (individuals and corporations) may be exempt from
Israeli capital gain tax on any gains derived from the sale of shares of an Israeli resident company
which is not publicly traded or of a foreign company whose main assets are rights, direct or
indirect, in assets located in Israel, provided, inter-alia, that (i) such gains are not generated
through a permanent establishment that the non-Israeli resident maintains in Israel; (ii) the shares
were not purchased from a relative; (iii) the sale of the shares is not subject to real estate tax; and
(iv) at the time of the sale the shares were not traded on an exchange in Israel.
In addition, a sale of securities may be exempt from Israeli capital gain tax under the provisions
of an applicable tax treaty. Based on the double tax treaty between Singapore and Israel, capital
gains derived by a Singapore tax resident, from the sale of our securities, should generally be
subject to taxes in Singapore only, if the Singapore resident is the beneficial owner of the
securities which derive the capital gain.
Payors of consideration for traded securities, including the purchaser, the Israeli stockbroker
effectuating the transaction, or the financial institution through which the sold securities are held,
are required, subject to any of the foregoing exemptions, the demonstration of a shareholder
regarding his, her or its foreign residency and other requirements, to withhold tax upon the sale
of publicly traded securities from the consideration or from the Real Capital Gain derived from
such sale, as applicable, at the rate of 25%.
A shareholder that files tax returns with the Israel Tax Authority who suffered a capital loss as a
result of a sale of our Ordinary Shares is entitled to set off the loss against (i) any capital gain
incurred during the same year from a sale of any other asset; (ii) interest or dividend paid by us
during the same year; and/or (iii) interest or dividends paid by other corporations during the same
year, as long as the tax applicable on those dividends does not exceed the rate of 25%.
Dividends
Israeli Resident Shareholders
Israeli residents who are individuals are generally subject to Israeli income tax for dividends paid
on Ordinary Shares (other than bonus shares or share dividends) at the rate of 25% (plus
Surcharge Tax if applicable), or 30% (plus Surcharge Tax if applicable) if the recipient of such
dividend is a Substantial Shareholder at the time of distribution or at any time during the preceding
12-month period.
Israeli Resident Corporations
Israeli resident corporations which are subject to Israeli corporate tax are generally exempt from
Israeli corporate tax for dividends received directly or indirectly, from another Israeli resident
corporation that is subject to Israeli corporate tax if the dividend received was generated from
income for tax purposes that was produced or accrued in Israel.
321
TAXATION
Non-Israeli Resident Shareholders
In principle, Non-Israeli residents (whether individuals or corporations) are generally subject to
Israeli withholding tax on the receipt of dividends paid for publicly traded shares, at the rate of
25%, so long as the shares are registered with a Nominee Company which is a company
incorporated to be a holder of record and distribution agent of publicly traded or other securities
in accordance with the Israeli Securities Law, and at the rate of 30% on dividends paid to
Substantial Shareholders whose shares are not registered with a Nominee Company, unless a
reduced rate is provided under an applicable tax treaty. Based on the double tax treaty between
Singapore and Israel, distribution of dividends by an Israeli company to a Singapore tax resident
should generally be subject to the following withholding tax rates:
(a)
5% if the shareholder is the beneficial owner and, holds at least 10% of the shares in the
Israeli company, or
(b)
10% in all other cases.
The reduced withholding taxes as mentioned above are subject to the fulfilment of the terms of the
abovementioned treaty.
A non-Israeli resident who receives dividends from which tax was withheld is generally exempt
from the obligation to file tax returns in Israel with respect to such income, provided that (i) such
income was not generated from business conducted in Israel by the taxpayer, and (ii) the taxpayer
has no other taxable sources of income in Israel with respect to which a tax return is required to
be filed.
Payors of dividends on ordinary shares, including the Israeli stockbroker effectuating the
transaction, or the financial institution through which the securities are held, are required, subject
to any of the foregoing exemptions and the demonstration of a shareholder regarding his, her or
its foreign residency and other requirements, to withhold tax upon the distribution of dividend at
the rate of 25%, so long as the shares are registered with a Nominee Company (for corporations
and individuals).
Tax Benefits of Research and Development under Israeli Tax Law
Israeli tax law permits, under certain conditions, a full deduction for expenditures expended by or
on behalf of our Company, including capital expenditures, in scientific R&D projects, in the year
incurred, if such expenditures are approved by the relevant government ministry, determined by
the field of research, and if the R&D is for the promotion of the enterprise. Expenditures which
were not approved are deductible over a three (3) year period; expenditures made out of proceeds
made available to companies through government grants are not deductible.
Maryland/Israel Trendlines Fund L.P. Corporate Tax Ruling and value added tax (VAT)
Ruling
Corporate Tax Ruling
Maryland/Israel Trendlines Fund L.P. (the Partnership) obtained a tax ruling (the Ruling)
pursuant to which the Israel Tax Authority granted a full tax exemption, subject to the conditions
of the Ruling, to foreign residents on capital gains derived from the sale of the portfolio companies
of the Partnership and a reduced tax rate on interest and dividend income for individual
shareholders.
322
TAXATION
VAT Ruling in respect of management services given by our Company to the Partnership
Our Company received a VAT ruling in the framework of which the Israeli tax authorities clarified
the VAT liabilities of our Company with respect to the management services which our Company
renders to the Partnership as follows:
(a)
A portion of the management services provided to the Partnership that is equivalent to the
portion of the foreign partners in the Partnership shall be subject to VAT at zero rate, by virtue
of the provisions of the Value Added Tax Law, 5736-1975.
(b)
A portion of the management services provided to the Partnership that is equivalent to the
portion of the Israeli partners in the Partnership will be subject to VAT at its full rate.
According to the Value Added Tax Order (Tax Rate on a Transaction and on the Import of
Goods) (Amendment) 5775-2015, as of 1 October 2015, the prevailing VAT rate will be
reduced from 18% to 17%.
(c)
All the management services rendered directly by our Company to the portfolio companies
will be subject to VAT at its full rate. According to the Value Added Tax Order (Tax Rate on
a Transaction and on the Import of Goods) (Amendment) 5775-2015, as of 1 October 2015,
the prevailing VAT rate will be reduced from 18% to 17%.
(d)
Our Company is entitled to deduct its input tax, incurred in respect of management services
rendered to the Partnership, from its output tax incurred by it in the ordinary course of its
business.
VAT Ruling Zero Rate for consulting and R&D services, provided by our Company to a
multinational company
Our Company received another VAT ruling in which the Israeli tax authorities clarified the VAT
liabilities with respect to the R&D services provided by our Company to a US-based multinational
company specialising in the pelvic health field. According to this ruling these services shall be
considered as services provided to a foreign resident, and as such, the services shall be subject
to VAT liability at zero rate.
SINGAPORE TAXATION
The following is a discussion of certain material matters relating to Singapore income tax, capital
gains tax, stamp duty, estate duty and goods and services tax consequences in relation to the
purchase, ownership and disposal of our Shares based on the current tax laws in Singapore.
Singapore Income Tax
Individual Income Tax
An individual is regarded as a tax resident in Singapore in a year of assessment if, in the
preceding calendar year, he was physically present in Singapore or exercised an employment in
Singapore for 183 days or more, or if he ordinarily resides in Singapore.
323
TAXATION
Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on
income accrued in or derived from Singapore. All foreign-source income received (except for
certain income received through a partnership in Singapore) in Singapore by Singapore tax
resident individuals is exempt from Singapore income tax if the Inland Revenue Authority of
Singapore (IRAS) is satisfied that the tax exemption would be beneficial to the individual.
Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging
from 0% to 20%.
Non-Singapore resident individuals, subject to certain exceptions, are subject to Singapore
income tax on income accrued in or derived from Singapore. They are generally subject to tax at
20% except for Singapore employment income which is subjected to tax at a flat rate of 15% or
at the resident rate, whichever is higher.
Corporate Income Tax
A company is tax resident in Singapore if the control and management of its business is exercised
in Singapore. Normally, the control and management of a company is vested in its board of
directors and hence a company is usually regarded as a tax resident of Singapore if its board of
directors holds the majority of its board meetings in Singapore.
Corporate taxpayers are subject to Singapore income tax on income accrued in or derived from
Singapore and foreign-source income received or deemed to be received in Singapore from
outside Singapore (unless otherwise exempted). Foreign-source income in the form of dividends,
branch profits and services income received or deemed to be received in Singapore by Singapore
tax resident companies are exempt from tax if certain prescribed conditions are met.
The first S$300,000 of normal chargeable income is exempt from tax as follows:
(a)
75% of up to the first S$10,000; and
(b)
50% of up to the next S$290,000.
The remaining chargeable income (after deducting the applicable tax exemption of the first
S$300,000 of chargeable income) will be taxed at the prevailing corporate tax rate, currently at
17%.
For the years of assessment (YA) 2013 to 2015, companies will be granted a 30% corporate tax
rebate capped at S$30,000 for each YA.
Dividend Distributions
One Tier Corporate Taxation System
Singapore currently adopts the one-tier corporate taxation system (one-tier system). Under the
one-tier system, the tax collected from corporate profits is a final tax and the after-tax profits of
the company resident in Singapore can be distributed to its shareholders as tax exempt (one-tier)
dividends. One-tier dividends are tax exempt in the hands of all shareholders, regardless of the
tax residence status or the legal form of the shareholders.
324
TAXATION
Withholding Taxes
Singapore does not currently impose withholding tax on dividends paid to resident or non-resident
shareholders.
Foreign shareholders are advised to consult their own tax advisers to take into account the tax
laws of their respective home countries/countries of residence and the applicability of any double
taxation agreement which their country of residence may have with Singapore.
Capital Gains Tax
There is currently no tax on capital gains in Singapore.
Gains derived from the disposal of our Shares that are acquired for long-term investment
purposes are generally considered to be capital in nature and not subject to Singapore tax.
On the other hand, where the taxpayer is deemed by the IRAS to be carrying on a trade or
business in Singapore of dealing in shares, the gains from the disposal of shares are likely to be
regarded as revenue in nature and subject to Singapore income tax. Shareholders should consult
their own professional advisers on the Singapore tax consequences that may apply to their
individual circumstances.
Subject to certain conditions being met, with effect from 1 June 2012 and for a period of five (5)
years, gains derived from the disposal of ordinary shares by companies are automatically treated
as non-taxable capital gains, if the divesting company holds a minimum shareholding of 20% of
the ordinary shares in the company whose shares are being disposed for a continuous period of
at least 24 months immediately prior to the date of the share disposal.
In addition, shareholders who adopt the tax treatment to be aligned with the International Financial
Reporting Standard 39 Financial Instruments Recognition and Measurement (IFRS 39) may be
taxed on fair value gains or losses (not being gains or losses in the nature of capital) even though
no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment
should consult their own accounting and tax advisers regarding the Singapore income tax
consequences of their acquisition, holding and disposal of our Shares.
Foreign sellers are advised to consult their own tax advisers to take into account the applicable
tax laws of their respective home countries or countries of residence as well as the provisions of
any applicable double taxation agreement.
Bonus Shares
Any bonus shares received by our Shareholders are not taxable.
Stamp Duty
No stamp duty is payable on the subscription and issuance of our Shares.
Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is
payable on the instrument of transfer of the Shares at the rate of S$0.20 for every S$100 or any
part thereof of the consideration for, or market value of the Shares, whichever is higher. The
purchaser is liable for stamp duty, unless otherwise agreed.
325
TAXATION
No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless
shares, the transfer of which does not require instruments of transfer to be executed) or if the
instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the
instrument of transfer which is executed outside Singapore is subsequently received in Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the CDP system.
Estate Duty
Singapore estate duty has been abolished since 15 February 2008.
Goods and Services Tax (GST)
The sale of our Shares by a GST-registered investor belonging in Singapore through a SGX-ST
member or to another person belonging in Singapore is an exempt supply not subject to GST.
Any GST (for example, GST on brokerage) incurred by the GST-registered investor in connection
with the making of this exempt supply will generally become an additional cost to the investor
unless the investor satisfies certain conditions prescribed under the GST legislation or certain
GST concessions.
Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore
(and who is outside Singapore at the time of supply), the sale is a zero-rated supply (i.e. subject
to GST at 0%). Consequently, any GST (for example, GST on brokerage) incurred by him in the
making of this zero-rated supply for the purpose of his business will, subject to the provisions of
the GST legislation, be recoverable as an input tax credit in his GST returns.
Investors should seek their own tax advice on the recoverability of GST incurred on expenses in
connection with the purchase and sale of our Shares.
Services such as brokerage and handling services rendered by a GST-registered person to an
investor belonging in Singapore in connection with the investors purchase or sale of our Shares
will be subject to GST at the prevailing rate (currently of 7%). Similar services rendered
contractually to an investor belonging outside Singapore should qualify for zero-rating (i.e. subject
to GST at 0%) provided that the investor is not physically present in Singapore at the time the
services are performed and the services do not directly benefit a person who belongs in
Singapore.
Shareholders, whether or not domiciled in Singapore, should consult their own tax
advisers regarding the Singapore tax consequences of their acquisition, ownership and/or
disposal of our Shares.
326
CLEARANCE AND SETTLEMENT

Upon listing and quotation on the Catalist, our Shares will be traded under the book-entry
settlement system of the CDP, and all dealings in and transactions of our Shares through Catalist
will be effected in accordance with the terms and conditions for the operation of Securities
Accounts with the CDP, as amended, modified or supplemented from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on
behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts
with CDP. Persons named as direct Securities Account holders and Depository Agents in the
Depository Register maintained by the CDP, rather than CDP itself, will be treated, under our
Articles, as members of our Company in respect of the number of Shares credited to their
respective Securities Accounts.
Persons holding our Shares in Securities Account with CDP may withdraw the number of Shares
they own from the book-entry settlement system in the form of physical share certificates. Such
share certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist,
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for
each withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the
book-entry settlement system and obtaining physical share certificates. In addition, a fee of
S$2.00 or such other amount as our Directors may decide, is payable to the share registrar for
each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are
withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part
thereof of the last-transacted price where it is withdrawn in the name of a third party. Persons
holding physical share certificates who wish to trade on Catalist must deposit with CDP their share
certificates together with the duly executed and stamped instruments of transfer in favour of CDP,
and have their respective Securities Accounts credited with the number of Shares deposited
before they can effect the desired trades. A fee of S$10.00 is payable upon the deposit of each
instrument of transfer with CDP. The above fees may be subject to such charges as may be in
accordance with CDPs prevailing policies or the current tax policies that may be in force in
Singapore from time to time. Pursuant to announced rules effective from 2 May 2014, transfers
and settlements pursuant to on-exchange trades will be charged a fee of S$30.00 and transfers
and settlements pursuant to off-exchange trades will be charged a fee of 0.015% of the value of
the transaction, subject to a minimum of S$75.00.
Transactions in our Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities
Account being credited with the number of Shares acquired. No transfer of stamp duty is currently
payable for the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.0325% of
the transaction value. The clearing fee, instrument of transfer deposit fee and share withdrawal
fee may be subject to Singapore GST at the prevailing rate of 7.0% (or such other rate prevailing
from time to time).
Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement
on CDP on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally
takes place on the third (3rd) Market Day following the transaction date, and payment for the
securities is generally settled on the following business day. CDP holds securities on behalf of
investors in Securities Accounts. An investor may open a direct account with CDP or a
sub-account with a CDP Depository Agent. The CDP Depository Agent may be a member
company of the SGX-ST, bank, merchant bank or trust company.
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GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
Save as disclosed below, none of our Directors, Executive Officers and Controlling
Shareholder:
(a)
has, at any time during the last 10 years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which
he was a partner at the time he was a partner or at any time within two (2) years from
the date he ceased to be a partner;
(b)
has, at any time during the last 10 years, had an application or a petition under any law
of any jurisdiction filed against an entity (not being a partnership) of which he was a
director or an equivalent person or Key Executive at the time when he was a director
or an equivalent person or a Key Executive of that entity or at any time within two (2)
years from the date he ceased to be a director or an equivalent person or a Key
Executive of that entity, for the winding up or dissolution of that entity or, where that
entity is the trustee of a business trust, that business trust, on the ground of insolvency;
(c)
has any unsatisfied judgement against him;
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty which is punishable with imprisonment, or has been the subject of any
criminal proceedings (including any pending criminal proceedings of which he is aware)
for such purpose;
(e)
has ever been convicted of any offence, in Singapore or elsewhere, involving a breach
of any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or has been the subject of any criminal proceedings (including
any pending criminal proceedings of which he is aware) for such breach;
(f)
has, at any time during the last 10 years, had judgement entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere,
or a finding of fraud, misrepresentation or dishonesty on his part, nor has he been the
subject of any civil proceedings (including any pending civil proceedings of which he is
aware) involving an allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has ever been convicted in Singapore or elsewhere of any offence in connection with
the formation or management of any entity or business trust;
(h)
has ever been disqualified from acting as a director or equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has ever been the subject of any order, judgement or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any type
of business practise or activity;
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(j)
has ever, to his knowledge, been concerned with the management or conduct, in
Singapore or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii)
any entity (not being a corporation) which has been investigated for a breach of
any law or regulatory requirement governing such entities in Singapore or
elsewhere;
(iii) any business trust which has been investigated for a breach of any law or
regulatory requirement governing business trusts in Singapore or elsewhere; or
(iv) any entity or business trust which has been investigated for a breach of any law
or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the corporation or partnership entity or business trust; and
(k)
has ever been the subject of any current or past investigation or disciplinary
proceedings, or has been reprimanded or issued any warning, by the Authority or any
other regulatory authority, exchange, professional body or government agency, whether
in Singapore or elsewhere.
Disclosures relating to our Chairman and Chief Executive Officer, Steve Rhodes
Steve Rhodes was a director of Flexicath Ltd. (Flexicath), a former portfolio company, from
18 August 2004 to 28 February 2014, and was also a director of Flexicath Inc., a
wholly-owned subsidiary of Flexicath, from 2009 to 27 February 2014.
(a)
Litigation commenced by Pittsburgh Life Sciences Greenhouse

In March 2014, Pittsburgh Life Sciences Greenhouse (PLSG) commenced litigation
proceedings (PLSG Proceedings or PLSG Claim) against, inter alia, Flexicath,
Flexicath Inc. and certain former officers and/or directors of Flexicath and/or Flexicath
Inc. including Steve Rhodes (in his capacity as former director of Flexicath and
Flexicath Inc.) (Individual Defendants). Between 2009 and 2010, PLSG extended
two (2) loans to Flexicath Inc., amounting to an aggregate principal amount of
US$310,000, in exchange for two (2) convertible promissory notes from Flexicath Inc.
issued in 2009 (2009 Note) and 2010 (2010 Note), respectively, in favour of PLSG.
In this connection, Flexicath guaranteed, inter alia, the punctual payment of all principal
and interest due on the 2009 Note and 2010 Note.
In the verified complaint (Verified Complaint) filed by PLSG in the United States
District Court, Western District, Pennsylvania (US District Court) in March 2014,
PLSG alleged, inter alia, that (i) Flexicath Inc. and Flexicath were in default on the 2009
Note and 2010 Note when they failed to make payment when due, and further alleged,
inter alia, that Flexicath Inc. and Flexicath were insolvent and generally unable to pay
their debts; (ii) Flexicath Incs and Flexicaths insolvency and general inability to pay
their debts, inter alia, constitute a default under the 2009 Note and 2010 Note; and (iii)
it was appropriate to pierce the corporate veil of Flexicath to attribute the obligations of
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the company to its shareholders, officers and/or directors. PLSG claimed, inter alia, that
the actions of the officers and/or directors of Flexicath Inc. and Flexicath at the relevant
time were a sham, in that they were in full control of Flexicath Inc. and Flexicath and
intended to continue to carry on business to the extent necessary to divert, covert,
destroy, impair, or otherwise dispose of the companys assets in order to defraud PLSG
and deprive PLSG of the benefit of its lien and security interest in the assets of Flexicath
Inc. and Flexicath.
In the Verified Complaint, PLSG demanded judgement for, inter alia, (i) Flexicath and
Flexicath Inc. to repay, inter alia, the principal amounts and interests of the two (2)
loans, costs and expenses; (ii) the Individual Defendants and The Zitelman Group, as
the largest shareholder of Flexicath, to repay, inter alia, the amounts owed and in
default under the 2009 Note and 2010 Note; and (iii) immediate equitable relief in the
form of an order directing The Zitelman Group to take steps which are reasonably
necessary to preserve the assets of Flexicath and Flexicath Inc. in which PLSG has a
security and lien interest, and/or pay Flexicath and Flexicath Inc.s debts, and/or
dissolve the company, and/or wind up the company, as appropriate, and to inform PLSG
of the steps taken.
In June 2014, the US District Court dismissed the lawsuit without prejudice against
certain defendants including Steve Rhodes. In August 2014, PLSG filed a notice of
voluntary dismissal without prejudice as to certain defendants with the US District Court
which provides, inter alia, that PLSG voluntarily dismisses without prejudice certain
defendants including Steve Rhodes from the PLSG Claim. In June 2015, PLSG filed a
notice of voluntary dismissal without prejudice with the US District Court which
provides, inter alia, that PLSG voluntarily dismisses without prejudice all counts against
Flexicath and Flexicath Inc., and such has also been ordered by the US District Court.
Winding up of Flexicath
Zitelman Group Inc. (Zitelman), a shareholder of Flexicath, extended a loan of
US$2,510,000 to Flexicath (Zitelman Loan). In March/April 2014, Zitelman filed a motion
with the District Court of Tel Aviv, Israel to initiate liquidation proceedings against Flexicath
on the grounds of insolvency as Flexicath was unable to repay the Zitelman Loan. Pursuant
to an order of the District Court of Tel-Aviv-Yafo dated 1 September 2014, Flexicath, is
currently in winding-up by court order.
Disclosures relating to our Non-executive Director and Controlling Shareholder (our
Substantial Shareholder upon completion of the Final Issuance), Zeev Bronfeld
Claim by Ariel Malik
On 23 September 2014, an Unrelated Third Party, Ariel Malik, commenced a claim against
our Company, Zeev Bronfeld and a company wholly owned by Zeev Bronfeld, alleging that,
based on arrangements between Mr. Malik and Mr. Bronfeld, Mr. Malik is entitled to receive
50.0% of Mr. Bronfelds registered shareholdings in various companies, including our
Company. On 27 November 2014, our Company issued a statement of defence stating, inter
alia, that under these circumstances we cannot transfer the shares of our Shareholders and
we cannot change our Shareholders register without an order from a court of competent
jurisdiction but would abide by any ruling of such court. As at the Latest Practicable Date, the
330

parties are attempting to resolve the dispute through mediation; however, the parties intend
to return to the court to resume litigation proceedings if the attempt to resolve the dispute
through mediation is unsuccessful.
Claim by Moshe Brenner
On 2 June 2015, Miron, Bension & Prywes (MBP), on behalf of Mr. Moshe Brenner, issued
a letter of demand (LOD) accompanied by a draft statement of claim dated 2 June 2015
(Draft SOC) to Zeev Bronfeld. In the Draft SOC, Mr. Brenner alleged, inter alia, that 50%
of Mr. Bronfelds shareholding interest in our Company is held for Mr. Brenner and Mr. Malik
at a ratio of 55%, to Mr. Brenner (Claimed Shares) and 45% to Mr. Malik, by virtue of
certain agreements and contracts made between himself, Mr. Malik and Mr. Bronfeld prior to
the incorporation of our Company, and claims, inter alia, for a declaration that the Claimed
Shares belong to Mr. Brenner, the transfer of the Claimed Shares to Mr. Brenner and the
registration of the Claimed Shares in Mr. Brenners name. The LOD provides, inter alia, that
if MBP does not receive a written confirmation of Mr. Bronfelds recognition of Mr. Brenners
rights, the Draft SOC shall be filed with the court. As at the Latest Practicable Date, to the
best of our Companys knowledge, no legal court proceedings have commenced.
Assuming that (i) the Israeli Court rules in favour of Mr. Maliks claim in its entirety; and (ii)
Mr. Brenner commences legal court proceedings in respect of the Claimed Shares and the
Israeli Court rules in favour of Mr. Brenners claim in its entirety, it is expected that, based
on the claims made by Mr. Malik and Mr. Brenner, not more than 50.0% of the Shares
currently held by Mr. Bronfeld will be affected in the event of such rulings by the Israeli Court.
Disclosures relating to our Independent Director, Stephen Philip Haslett
Insolvency proceedings in relation to IONITY AG
Stephen Phillip Haslett was a director of IONITY AG (IONITY), a German public company
limited by shares, from 11 June 2004 to 31 October 2004. Prior to Stephen Phillip Hasletts
appointment as director, he was a consultant at IONITY.
On 10 January 2005, insolvency proceedings for the assets owned by IONITY was opened
by the Local Court (Amtsgericht) Dresden, Germany (German Court) (IONITY Insolvency
Proceedings). In December 2008, the insolvency administrator of IONITY (Insolvency
Administrator), commenced a lawsuit against Stephen Phillip Haslett before the Regional
Court (Landgericht), Dresden, Germany, in respect of a claim of restitution under German
insolvency law, whereby the Insolvency Administrator applied to order Stephen Phillip
Haslett to restitute four (4) payments, amounting to an aggregate of EUR97,514.70,
comprising fees from Stephen Phillip Hasletts consultancy engagement as well as directors
salary (2008 Lawsuit).
As at the Latest Practicable Date, (i) the IONITY Insolvency Proceedings is still ongoing; and
(ii) the 2008 Lawsuit has been suspended by the court to facilitate settlement negotiations
between the parties. To the best of Stephen Phillip Hasletts knowledge and belief, the
settlement negotiations were not fruitful and any claim brought against him would be limited
due to lapse of time.
In connection with the IONITY Insolvency Proceedings, it was brought to Stephen Philip
Hasletts attention that, on 6 May 2009, the Insolvency Administrator commenced another
lawsuit before the Regional Court (Landgericht) Dresden, Germany against several members
331

of the supervisory board of IONITY (IONITY Supervisory Board Members) and Stephen
Philip Haslett (in his capacity as a former member of the board of directors of IONITY) to seek
restitution of costs (2009 Lawsuit). However, the statement of claim in relation to the 2009
Lawsuit was never served on Stephen Philip Haslett. Notwithstanding, Stephen Philip Haslett
understands that the statement of claim alleged, inter alia, that he had breached his duties
as a member of the board of directors of IONITY in the event of losses, over-indebtedness
or insolvency.
Notwithstanding that Stephen Philip Haslett was named as one (1) of the co-defendants in
the 2009 Lawsuit, no service of the statement of claim on Stephen Philip Haslett meant that,
under German law, the 2009 Lawsuit never become pending against him, and he was never
a party to the 2009 Lawsuit. For this reason, Stephen Philip Haslett never instructed counsel
to represent and to plead on behalf of him in the 2009 Lawsuit.
On 3 November 2011, the Insolvency Administrator and the IONITY Supervisory Board
Members entered into a full and final settlement agreement (Settlement Agreement),
according to which the Insolvency Administrator withdrew the action against all defendants
named, including Stephen Philip Haslett against whom the action was not pending. However,
for want of service of the statement of claim on Stephen Philip Haslett, he was also not a
party to the Settlement Agreement. For the same reason, Stephen Philip Haslett never made
any payment pursuant to the Settlement Agreement. The Insolvency Administrator has since
withdrawn the action against all defendants named, including Stephen Philip Haslett against
whom the action was not pending.
Disclosures relating to our Independent Director, Hang Chang Chieh
Liquidation of Autron Corporation Limited (now known as AAT Corporation Limited)
Hang Chang Chieh was the non-executive chairman and independent director of Autron
Corporation Limited (Autron), a company which is listed on both the Australian Stock
Exchange and the Singapore Stock Exchange, from 15 March 2000 to 23 January 2012. Due
to financial difficulties in respect of Autrons business in China, Autron was placed in
liquidation by the Supreme Court of Victoria, Australia in February 2011, and then into
voluntary administration in September 2011, and was subsequently subject to a creditors
trust. A proposal for the recapitalisation of Autron (Recapitalisation Proposal) was
accepted by its creditors and shareholders. Following the completion of the Recapitalisation
Proposal in February 2012, Autron (i) was released from voluntary administration; (ii) had its
outstanding creditors debt extinguished; and (iii) changed its name to AAT Corporation
Limited. In February 2012, the Supreme Court of Victoria, Australia made an order
terminating the liquidation.
Interview by the Commercial Affairs Department (CAD) of Singapore
Hang Chang Chieh was an independent non-executive director of Stratech Systems Limited
(Stratech) from 17 July 2000 to 29 April 2006. In 2006, Stratech assisted the CAD in its
investigation in relation to announcements made via the SGXNET relating to a civil litigation
matter in the USA, arising from complaints from the other party of the suit. In this connection,
the then directors of Stratech, including Hang Chang Chieh, were requested to assist and
attended interviews by the CAD. Hang Chang Chieh was not the subject of the investigations
and no further actions or interviews were made with respect to Hang Chang Chieh thereafter.
In the same year, the CAD closed its investigations and no charges were levelled against
Stratech or any of its directors.
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Disclosures relating to our Chief Operating Officer and Joint Company Secretary,
Yosef Ron
Litigation involving SEQ.U.R. Ltd.
In October 2011, a shareholder and former employee of SEQ.U.R. Ltd., a portfolio company
of our Company which has ceased operations since 2012, filed an application with the
District Court of Jerusalem to initiate liquidation of SEQ.U.R. Ltd. on grounds of SEQ.U.R.
Ltd.s alleged indebtedness due to a debt to the OCS and a debt to him. In addition, such
shareholder and former employee of SEQ.U.R. Ltd. had also claimed an alleged cessation
of the operation of SEQ.U.R. Ltd. In January 2012, relying on the position of the Official
Receiver, the Jerusalem District Court dismissed the application out of hand. Yosef Ron was
a director of SEQ.U.R. Ltd. between 1 May 2006 and 5 August 2015.
2.
There is no shareholding qualification for Directors under the Articles of Association.
3.
Save as disclosed in the sections entitled Interested Person Transactions Potential

Conflicts of Interest and Restructuring Exercise of this Offer Document, none of our
Directors is interested, directly or indirectly, in the promotion of, or in any property or assets
which have, within the two (2) years preceding the date of this Offer Document, been
acquired or disposed of by or leased to, our Company or our Subsidiaries.
4.
No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any
firm in which such Director or expert is a partner or any corporation in which such Director
or expert holds shares or debentures, in cash or shares or otherwise, by any person to
induce him to become, or to qualify him as, a Director, or otherwise for services rendered by
him or by such firm or corporation in connection with the promotion or formation of our
Company.
5.
Save as disclosed in the sections entitled Share Capital, Restructuring Exercise, General
Information on our Group Business Overview Our Portfolio Companies, General
Information on our Group Competition, Interested Person Transactions Potential
Conflicts of Interest and Directors, Management and Staff Employment Agreements of
this Offer Document:
(a)
none of our Directors, Executive Officers, Controlling Shareholder, Substantial

Shareholder or any of their Associates has had any interest, direct or indirect, in any
transactions to which our Company was or is to be a party;
(b)

Shareholder or any of their Associates has any interest, direct or indirect, in any
company carrying on the same business or a similar trade which competes materially
and directly with the existing business of our Group;
(c)

Shareholder or any of their Associates has any interest, direct or indirect, in any
company that is our client or supplier of goods and services; and
(d)
none of our Directors has any interest in any existing contract or arrangement which is
significant in relation to the business of our Company and our Subsidiaries, taken as a
whole.
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SHARE CAPITAL
6.
As at the Latest Practicable Date, there is only one (1) class of shares in the capital of our
Company. There are no founder, management or deferred shares. The rights and privileges
attached to our Shares are stated in our Articles of Association which are set out in the
section entitled Appendix E Our Articles of Association of this Offer Document.
7.
Save as disclosed in the sections entitled Share Capital and Restructuring Exercise of this
Offer Document, there are no changes in the issued and paid-up share capital of our
Company and our Subsidiaries within the last three (3) years preceding the date of this Offer
Document.
8.
Save as disclosed in the sections entitled Share Capital and Restructuring Exercise of this
Offer Document, no Shares in or debentures of our Company or any of our Subsidiaries have
been issued, or are agreed to be issued by our Company or any of our Subsidiaries, as fully
or partly paid-up, and whether for cash or for a consideration other than cash, within the three
(3) years preceding the Latest Practicable Date.
9.
Apart from the Old Options, the Old Option Plan, the Plan and Sub-Plan, our Company does
not have any arrangement that involves the issue or grant of options or Shares to the
directors or employees of our Group.
MATERIAL CONTRACTS
10. Save as disclosed below, our Group has not entered into any material contracts, not being
contracts entered into in the ordinary course of business, within the two (2) years preceding
the date of lodgement of this Offer Document:
(a)
the Octagon Private Placement Agency Agreement, the subscription agreements with
the Debenture Holders and the Debentures issued pursuant thereto, details of which
are set out in the section entitled Share Capital Convertible debentures of this Offer
Document;
(b)
the 2014-2015 Private Placement agreements, details of which are set out in the
sections entitled Share Capital 2014 Compensation Warrants and General
Information on our Group History of this Offer Document;
(c)
the Pre-IPO Redeemable Convertible Loan Agreement, details of which are set out in
the section entitled Shareholders Pre-IPO Investors of this Offer Document;
(d)
the Agtech Minority Shareholders Share Exchange Agreement, details of which are set
out in the section entitled Restructuring Exercise of this Offer Document;
(e)
the Agtech Employee Share Exchange Agreement, details of which are set out in the
section entitled Restructuring Exercise of this Offer Document;
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(f)
the respective share purchase agreements entered into between our Company and
each of the June 2015 Equity Financing Investors in June 2015, pursuant to which the
June 2015 Equity Investors purchased an aggregate of 925,377 Shares, at a price per
Share of US$1.609 per Share, for an aggregate investment amount of US$1,488,932;
and
(g)
the Cornerstone Subscription Agreement, details of which are set out in the section
entitled Shareholders Information on the Cornerstone Investor of this Offer
Document.
LITIGATION
11.
To the best of our knowledge and belief, having made all reasonable enquiries, neither our
Company nor any our Subsidiaries is engaged in any legal or arbitration proceedings as
plaintiff or defendant, including those which are pending or known to be contemplated, which
may have or which have had in the 12 months immediately preceding the date of lodgement
of the Offer Document, a material effect on our Groups financial position or profitability of our
Company or our Subsidiaries.
MANAGEMENT AND PLACEMENT ARRANGEMENTS

12. Pursuant to the Full Sponsorship and Management Agreement dated 16 November 2015
entered into between our Company and PPCF as the full sponsor, our Company appointed
PPCF to sponsor and manage the Listing and the Placement. PPCF as the full sponsor will
receive a management fee which shall be satisfied by the payment of cash and the allotment
and issuance of the PPCF Shares.
13. Subject to the consent of the SGX-ST being obtained, PPCF as the full sponsor shall be
entitled to immediately terminate the Full Sponsorship and Management Agreement by
giving notice in writing of such intention to our Company, if prior to 12.00 noon on the Closing
Date (as such term is defined in the Full Sponsorship and Management Agreement):
(i)
PPCF as the full sponsor becomes aware of any misrepresentation or breach or failure
to perform or delay in performing, by our Company and/or its agent(s), of any of the
warranties, representations, covenants or undertakings given by our Company to PPCF
as the full sponsor in the Full Sponsorship and Management Agreement, which has or
will have a material adverse effect on the listing of our Company on Catalist and which
comes to the notice of PPCF as the full sponsor on or prior to the Closing Date;
(ii)
there shall have been, since the date of the Full Sponsorship and Management
Agreement, any change or prospective change in or any introduction or prospective
introduction of any legislation, regulation, policy, directive, guideline, rule or byelaw by
any relevant government or regulatory body, whether or not having the force of law, or
any other occurrence of similar nature that would materially change the scope of work,
responsibility or liability required of PPCF as the full sponsor; or
(iii) there is a conflict of interest for PPCF as the full sponsor, or our Company wilfully fails
to comply with any advice from or recommendation of PPCF as the full sponsor.
14. Pursuant to the Placement Agreement dated 16 November 2015 entered into between our
Company and PPCF as the Placement Agent pursuant to which PPCF as the Placement
Agent agrees to procure subscribers for, the Placement Shares at the Placement Price, on
335

the terms and subject to the conditions of the Offer Document and in accordance with the
Placement Agreement. The Placement Agent will receive a placement commission of 4.5%
of the Placement Price multiplied by the total number of Placement Shares successfully
subscribed. Subject to any Applicable Laws (as such term is defined in the Placement
Agreement) and regulations, the Company agrees that the Placement Agent shall be at
liberty at its own expense to sub-place its placement obligations under the Placement
Agreement and/or to appoint such sub-placement agents upon such terms and conditions as
the Placement Agent may deem fit, provided always that such sub-placement arrangements
shall in no way release, affect or alter the Placement Agents obligations to our Company
under the Placement Agreement.
The Placement Agreement and the obligations of the Placement Agent under the Placement
Agreement are conditional upon:
(a)
the Offer Document having been registered by the SGX-ST acting as agent on behalf
of the Authority by the Issue Date (as such term is defined in the Placement Agreement)
in accordance with the Catalist Rules;
(b)
the Registration Notice (as such term is defined in the Placement Agreement) being
issued or granted by the SGX-ST acting as agent on behalf of the Authority and such
Registration Notice not being revoked or withdrawn on or prior to the Closing Date;
(c)
the compliance by our Company to the satisfaction of the SGX-ST with all the conditions
imposed by the SGX-ST in granting the Registration Notice (if any), where such
conditions are required to be complied with by the Closing Date;
(d)
the SGX-ST not having withdrawn or changed the terms and conditions of its letter of
eligibility for Admission and our Company having complied with any conditions
contained therein required to be complied with prior to the Admission;
(e)
such approvals as may be required for the transactions described in the Placement
Agreement and in the Offer Document in relation to the Admission and the Placement
being obtained, and not withdrawn or amended, on or before the date on which our
Company is admitted to Catalist (or such other date as our Company and the Placement
Agent may agree in writing);
(f)
there having been no material adverse change or any development likely to result in a
material adverse change in the financial or other condition of our Group between the
date of the Placement Agreement and the Closing Date nor the occurrence of any event
nor the discovery of any fact rendering untrue or incorrect in any material respect, as
at the Closing Date, any of the warranties or representations contained in Clause 6 of
the Placement Agreement nor any material breach by our Company of any of our
obligations under the Placement Agreement;
(g)
the compliance by our Company with all Applicable Laws and regulations concerning
the Admission, the listing of the issued Shares and the Placement Shares in our
Companys share capital, the Placement Shares, the Debenture Conversion Shares,
the Misgav/Karmiel Consideration Shares, the Agtech Employee Consideration Shares,
the Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option
Shares on Catalist and the transactions contemplated in the Placement Agreement and
the Offer Document and no new laws, regulations and directives having been
promulgated, published and/or issued and/or having taken effect or any other similar
336

matter having occurred which, in the reasonable opinion of the Placement Agent, has
or may have a material adverse effect on the Placement and the listing of the issued
Shares on Catalist, the Placement Shares, the Debenture Conversion Shares, the
Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option
Shares and the Option Shares on Catalist;
(h)
the delivery by our Company to the Placement Agent on the Closing Date of a
certificate, in the form set out in Schedule 2 of the Placement Agreement, signed by a
Director for and on behalf of our Company;
(i)
the delivery to the Placement Agent of a copy of the legal due diligence report prepared
by Shibolet & Co. and the Placement Agent being satisfied with the results, findings,
advice, opinions and/or conclusions set out in such report;
(j)
the letters of undertaking referred to in the Offer Document under the heading
Moratorium being executed and delivered to Manager and Sponsor (that is, PPCF)
before the date of registration of the Offer Document; and
(k)
the Full Sponsorship and Management Agreement not being terminated or rescinded
pursuant to the provisions of the Full Sponsorship and Management Agreement.
MISCELLANEOUS
15. There has not been any public takeover offer by a third party in respect of our Shares or by
our Company in respect of shares of another corporation or units of a business trust which
has occurred between HY2015 and the Latest Practicable Date.
16. No expert is employed on a contingent basis by our Company or our Subsidiaries, or has a
material interest, whether direct or indirect, in the Shares of our Company or our
Subsidiaries, or has a material economic interest, whether direct or indirect, in our Company,
including an interest in the success of the Placement.
17. Save for the remuneration paid to and the Old Options granted to each of our Chairmen and
Chief Executive Officers, Todd Dollinger and Steve Rhodes, no amount of cash or securities
or benefit has been paid or given to any promoter by our Company or our Subsidiaries within
the two (2) years preceding the Latest Practicable Date or is proposed or intended to be paid
or given to any promoter at any time. Please refer to the section entitled Directors,
Management and Staff of this Offer Document for more details.
18. Save as disclosed in the sections entitled Share Capital and General and Statutory
Information Management and Placement Arrangements of this Offer Document and save
for (i) the cash commission of US$116,385 (in addition to the April 2014 Compensation
Warrants) paid to Octagon Capital Corporation pursuant to the Octagon Private Placement
Agency Agreement and pursuant to the 2014 2015 Private Placement transaction; and (ii)
US$50,000 paid to the Finder (in addition to the grant of warrants (which have since been
exercised into Finder Shares) to the Finder) in connection with the June 2015 Equity
Financing Round, no commission, discount or brokerage has been paid or other special
terms granted within the two (2) years preceding the Latest Practicable Date or is payable
to any Director, promoter, expert, proposed director or any other person for subscribing or
agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or
debentures of, our Company or our Subsidiaries.
337

19. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with the Receiving Banker. In the ordinary course of business,
the Receiving Banker will deploy these monies in the inter-bank money market. All profits
derived from the deployment of such monies will accrue to the Receiving Bank. Any refund
of all or part of the application monies to unsuccessful or partially successful applicants will
be made without any interest or any share of revenue or any other benefit arising therefrom.
20. Pursuant to the Israeli Trading with the Enemy Ordinance, 1939, there are restrictions on
ownership of shares in an Israeli incorporated company by nationals of some countries that
are or have been, in a state of war with Israel (Restriction). In the event that nationals of
these countries which are or have been in a state of war with Israel are found to hold Shares
in breach of the Restriction (Breach), the Board may, at its discretion, inform such
Shareholder (when identified) to dispose of his or her Shares within a certain period. In the
event that such Shareholder does not dispose his or her Shares within the said period or in
the event the Board determines that it is not feasible or practicable to inform such
Shareholder as aforesaid, the Board shall be entitled, in its sole discretion, to instruct the
Depository regarding the compulsory sale or forfeiture of such Shares (or such other action
as required or permitted by applicable law) and the Depository shall be entitled to act in
accordance with the Companys instructions from time to time with respect thereto, and no
Shareholder or anyone on its behalf shall have any claims or demands against the Company
and/or the Depository in connection therewith, except for the consideration (if any) received
for the Shares through the compulsory sale.
21. Save as disclosed in this Offer Document, our Directors are not aware of any relevant
material information including trading factors or risks which are unlikely to be known or
anticipated by the general public and which could materially affect the profits of our Company
and our Subsidiaries.
22. Save as disclosed in this Offer Document, the financial condition and operations of our Group
are not likely to be affected by any of the following:
(i)
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any
material way;
(ii)
material commitments for capital expenditure;
(iii) unusual or infrequent events or transactions or any significant economic changes that
will materially affect the amount of reported income from operations; and
(iv) known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on revenues or operating income.
23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of HY2015 to the Latest Practicable Date which may have a material
effect on the financial position and results of our Group or the financial information provided
in this Offer Document.
24. Details, including the name, address and professional qualifications including membership in
a professional body of the auditors of our Company for the Period Under Review are as
follows:
338

Name, professional qualification
and address
Kost Forer Gabbay & Kasierer
(a Member of Ernst & Young
Global)/Certified Public Accountants
2 Pal-Yam Avenue,
Brosh Building,
Haifa 3309502,
Israel
Professional body
Partner-in-charge/
Professional qualification
Ari Aslan
Institute of
Certified Public Accountants (Certified Public Accountant,
Israel)
in Israel
We currently have no intention of changing our auditors after the listing of our Company on
Catalist.
CONSENTS
25. The Independent Auditors and Reporting Accountants has given and has not withdrawn their
written consent to the issue of this Offer Document with the inclusion herein of the
Independent Auditors Report and Audited Consolidated Financial Statements of The
Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended December 31,
2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to June 30,
2015 as set out in Appendix A of this Offer Document, and all references thereto in the form
and context in which they are respectively included and references to its name in the form
and context in which it appears in this Offer Document and to act in such capacity in relation
to this Offer Document.
26. The Market Researcher has given and has not withdrawn its written consent to the issue of
this Offer Document with the inclusion herein of its name and references thereto and the
report entitled Israels High-Tech Industry Overview Final Report October 2015 as set
out in the section entitled Appendix G Market Research Report of this Offer Document,
in the form and context in which they are included in this Offer Document, and to act in such
capacity in relation to this Offer Document.
27. The Sponsor, Issue Manager and Placement Agent has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of its name and
references thereto in the form and context in which they respectively appear in this Offer
Document and to act in such respective capacities in relation to this Offer Document.
28. Each of the Solicitors to the Placement and Legal Adviser to our Company on Singapore Law,
the Legal Adviser to our Company on Israeli Law, the Legal Adviser to our Company on
Maryland Law and the Legal Adviser to the Sponsor, Issue Manager and Placement Agent on
Israeli Law, the Financial Adviser to our Company in Israel, the Share Registrar and Transfer
Agent, the Principal Banker and the Receiving Banker do not make or purport to make any
statement in this Offer Document or any statement upon which a statement in this Offer
Document is based and each of them makes no representation regarding any statement in
this Offer Document and to the maximum extent permitted by law, expressly disclaims and
takes no responsibility for any liability to any person which is based on, or arises out of, any
statement, information or opinions in, or omission from, this Offer Document.
29. For the avoidance of doubt, the Financial Adviser to our Company in Israel does not, (i)
whether as principal or agent, carry on business in any of the regulated activities specified
in the second schedule of the SFA (Regulated Activities) in Singapore or hold themselves
339

out as carrying on such business in Singapore; (ii) offer or purport to offer any of the
Regulated Activities in Singapore; and/or (iii) invite/induce or purport to invite/induce
person(s) in Singapore to engage in any of the Regulated Activities.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
30. This Offer Document has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Offer
Document and confirm, after making all reasonable enquiries, that to the best of their
knowledge and belief, this Offer Document constitutes full and true disclosure of all material
facts about the Placement, our Company and our Subsidiaries, and our Directors are not
aware of any facts the omission of which would make any statement in this Offer Document
misleading. Where information in this Offer Document has been extracted from published or
otherwise publicly available sources or obtained from a named source, the sole responsibility
of our Directors has been to ensure that such information has been accurately and correctly
extracted from those sources and/or reproduced in this Offer Document in its proper form and
context.
DOCUMENTS FOR INSPECTION
31. The following documents or copies thereof may be inspected at 50 Raffles Place #32-01
Singapore Land Tower Singapore 048623 during normal business hours for a period of six (6)
months from the date of registration of this Offer Document with the SGX-ST (acting as agent
on behalf of the Authority):
(i)
the Articles of Association of our Company;
(ii)
Independent Auditors Report and Audited Consolidated Financial Statements of The

Trendlines Group Ltd. and its Subsidiaries for the Financial Years Ended December 31,
2014, 2013 and 2012 and for the Interim Financial Period from January 1, 2015 to June
30, 2015;
(iii) the audited financial statements of each entity in our Group (excluding our Company,
and being entities which have audited financial statements) for FY2012, FY2013 and
FY2014;
(iv) the Employment Agreements referred to in this Offer Document;
(v)
the material contracts referred to in this Offer Document;
(vi) the letters of consent referred to in this Offer Document;

(vii) the rules of the Old Option Plan;
(viii) the rules of The Trendlines 2015 Share Option Plan;
(ix) the rules of the Sub-Plan; and
(x)
the Market Research Report.
340
APPENDIX A INDEPENDENT AUDITORS REPORT AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
THE TRENDLINES GROUP LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 AND FOR THE
INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015
INDEPENDENT AUDITORS REPORT AND AUDITED CONSOLIDATED FINANCIAL

STATEMENTS OF THE TRENDLINES GROUP LTD. AND ITS SUBSIDIARIES
FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 AND
FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015
(U.S. dollars in thousands)
A-1

AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR

THE FINANCIAL YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 AND
FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015
A-2

Index
Page
Independent Auditors Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-4-A-5
Consolidated Statements of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-6-A-7
Consolidated Statements of Profit or Loss and Other Comprehensive Income . . . . . .
A-8
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9-A-11

Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12-A-13
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14-A-86
A-3

INDEPENDENT AUDITORS REPORT
The Board of Directors
We have audited the accompanying consolidated financial statements of The Trendlines Group
Ltd. (the Company) and its subsidiaries (the Group), which comprise the consolidated
statements of financial position as of June 30, 2015, and as of December 31, 2014, 2013 and
2012, and the consolidated statements of profit or loss and other comprehensive income, changes
in equity and cash flows for the six months ended June 30, 2015, and for each of the years ended
December 31, 2014, 2013 and 2012, and a summary of significant accounting policies and other
explanatory information.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with International Financial Reporting Standards as issued by
the International Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatements, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on
our audits. We conducted our audits in accordance with International Standards on Auditing.
Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risk of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments the auditors consider internal control relevant to the entitys preparation and fair
presentation of the consolidated financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the consolidated financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
A-4

Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Group as of June 30, 2015, and as of December 31, 2014, 2013 and 2012,
and its financial performance and cash flows for the six months ended June 30, 2015, and for the
years ended December 31, 2014, 2013 and 2012 in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
Other Matters
The interim consolidated statements of profit or loss and other comprehensive income, changes
in equity and cash flows for the six months ended June 30, 2014, were not audited and our opinion
does not relate to the interim consolidated financial statements for that period.
This report is made solely to you as a body and for the inclusion in the prospectus to be issued
in relation to the proposed offering of the shares of the Company in connection with the
Companys listing on the Singapore Exchange Securities Trading Limited.
Haifa, Israel
October 19, 2015
KOST FORER GABBAY & KASIERER

A Member of Ernst & Young Global
A-5

Consolidated Statements of Financial Position
U.S. dollars in thousands
Note
December 31,
June 30,
2015
2014
2013
2012
10,843
1,536
3,272
1,690
398
228
439
638
ASSETS
CURRENT ASSETS:
Restricted short-term deposits
13(A)(6)
2,807
1,546
223
590
Accounts and other receivables
753
836
1,070
958
Short-term loans to portfolio companies
302
246
760
625
15,103
4,392
5,764
4,501

NON-CURRENT ASSETS:
962
82,000
75,623
72,214
43,855
Investments in companies accounted

for under the equity method
195
129
110
20
Property, plant and equipment, net
561
592
654
366
Total Non-Current Assets
82,756
77,306
72,978
44,241
Total Assets
97,859
81,698
78,742
48,742
The accompanying notes are an integral part of these consolidated financial statements.
A-6

Consolidated Statements of Financial Position
Note
June 30,
2015
December 31,
2014
2013
2012
LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Deferred revenues
9
2(B)(12)
Total Current Liabilities
759
1,370
881
675
2,726
3,274
3,087
2,168
3,485
4,644
3,968
2,843
710
1,203
1,340
730
LONG-TERM LIABILITIES:
Deferred revenues
2(B)(12)
10
4,102
4,493
4,955
4,231
Convertible debentures and warrants
16
10,686
1,545
14
14
398
16,145
14,102
13,032
6,846
31,657
21,357
19,331
12,205
112
100
96
87
27,723
21,404
19,628
15,208
1,398
3,737
2,900
1,701
1,418
Retained earnings
30,643
27,053
29,867
13,912
Total
62,215
52,855
51,292
30,625
502
2,842
4,151
3,069
Total Equity
62,717
55,697
55,443
33,694
97,859
81,698
78,742
48,742
Other long-term liabilities

Deferred taxes, net
12(D)
Total Long-Term Liabilities

EQUITY:
Equity Attributable to Equity Holders of
the Company:
Share capital
14
Share premium
14(B)
Reserve from share-based payment

transactions
15
A-7

Consolidated Statements of Profit or Loss and Other Comprehensive Income
U.S. dollars in thousands, except share data
Six months ended
June 30,
Note
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
Income:
Gain from change in fair value of
investments in Portfolio
Companies
Income from services to Portfolio
Companies
Groups share of losses of
companies accounted for under
the equity method, net
Gain from disposal of investment
accounted for under the equity
method
Income from contracted R&D
services
Financial income
Other income
2(B)(4)
5,674
8,562
1,879
23,494
8,637
2(B)(12) 2,225
2,282
4,433
3,601
4,027
1,269
194
710
321
753
1
158
1,364
160
717
1,621
201
259
1,238
33
267
8,996
11,756
8,553
29,707
13,768
3,152
149
284
82
3,104
199
573
812
9,085
320
1,065
938
4,679
315
1,244
560
3,946
139
869
204
3,667
4,688
11,408
6,798
5,158
5,329
(1,979)
7,068
(2,360)
(2,855)
(1,355)
22,909
(6,186)
8,610
(2,642)

3,350
4,708
(4,210)
16,723
5,968

attributable to:
Equity holders of the Company
3,590
(240)
5,393
(685)
(2,814)
(1,396)
15,955
768
5,827
141
3,350
4,708
(4,210)
16,723
5,968
$0.09
$0.14
$(0.07)
$0.43
$0.17
$0.08
$0.13
$(0.07)
$0.40
$0.16
7(B)
2(B)(12)
17(D)
Total income
Expenses:
Marketing expenses
R&D expenses, net
Financial expenses
17(A)
17(B)
17(C)
Total expenses
Income (loss) before income taxes
Income taxes
Net earnings per share attributable

to equity holders of the Company
(in U.S. dollars):
Basic net earnings (loss)
Diluted net earnings (loss)
12(E)
(128)
(738)
(434)
18
A-8
19,628
1,701
1,418
283
831
587
29,867
13,912
15,955
88
7,997
5,827
Retained
earnings
51,292
30,625
15,955
283
4,349
80
A-9
88
21,981
5,827
587
2,142
Total
96
Balance as of December 31, 2013
15,208
4,341
79
87
8
1
13,071
2,137
82
Share
premium
Reserve from
share-based
payment
transactions
Attributable to equity holders of the Company
Share
capital

Net income and total comprehensive income
Cost of share-based payments
Issuance of shares, net (see Note 14(B))
Exercise of warrants (see Note 14(D)(1))
Issuance of shares to Non-controlling interests
Deconsolidation of subsidiaries (see Note 7(A)(2))
Balance as of January 1, 2012

Issuance of shares, net (see Note 14(B))
Sales of shares to Non-controlling interests
(see Note 19(A)(3))
Consolidated Statements of Changes in Equity
4,151
3,069
768
(80)
166
228
12
188
2,728
141
NonControlling
Interests
55,443
33,694
16,723
283
4,349
166
228
100
188
24,709
5,968
587
2,142
Total
equity
APPENDIX A INDEPENDENT AUDITORS REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF

THE TRENDLINES GROUP LTD. AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED DECEMBER 31, 2014,
2013 AND 2012 AND FOR THE INTERIM FINANCIAL PERIOD FROM JANUARY 1, 2015 TO JUNE 30, 2015
(1,398)
1,398
1,398
3,737
2,900
847
(10)
1,701
2,323
(1,124)
Reserve from
share-based
payment
transactions
30,643
27,053
3,590
29,867
(2,814)
Retained
earnings
62,215
2,100
52,855
3,590
847
2,118
705
51,292
(2,814)
2,323
1,398
3
653
Total
A-10
27,723
2,095
5
112
3,510
10
704
Balance as of June 30, 2015
21,404
100

Issuance of shares, net
Forfeiture of options (see Note 15(F)
Conversion of Convertible Debentures (see Note 16)
Acquisition of non-controlling interests by issuance of
shares (see Note 14B)
19,628
1,124
652
Share
premium
96
3
1
Share
capital
Receipts
on share
account

Net loss and total comprehensive loss
Receipts on account of shares, net (see Note 14(B))
Exercise of options (see Note 15(D)
Conversion of Convertible Debentures (see Note 16)
Deconsolidation of subsidiaries (see Note 7(A)(2))
502
(2,100)
2,842
(240)
4,151
(1,396)
83
4
NonControlling
Interests
62,717
55,697
3,350
847
2,118
705
55,443
(4,210)
2,323
1,398
3
653
83
4
Total
equity

Deconsolidation of a subsidiary
20,752
1,124
1,288
(1,124)
711
1,701
35,260
5,393
29,867
Unaudited
Retained
earnings
57,400
A-11
711
5,393
51,292
Total
100
Balance as of June 30, 2014 (unaudited)
19,628
96
Share
premium
Reserve from
share-based
payment
transactions
Share
Capital
Exercise of options
3,632
162
(685)
4,151
NonControlling
Interests
61,032
162
711
4,708
55,443
Total
equity


Consolidated Statements of Cash Flows
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income to net cash
used in operating activities:
Adjustments to the profit or loss items:
Depreciation
Income taxes
Gains from changes in fair value of investments
in Portfolio Companies
Proceeds from sale of investments in Portfolio
Companies
Financial expenses (income), net
Income from services to Portfolio Companies
Share-based payments
Non-cash issuance expenses of convertible
debentures
Groups share of earnings of companies
accounted for under the equity method, net
Gain from disposal of investment accounted for
under the equity method
Changes in asset and liability items:
Decrease (increase) in short-term loans to
Portfolio Companies
Decrease (increase) in accounts and other
receivables
Increase (decrease) in trade and other payables
Cash paid and received during the year for:

Interest paid
Interest received
Dividend received
Net cash used in operating activities
3,350
4,708
(4,210)
16,723
5,968
52
1,979
56
2,360
105
1,355
83
6,186
75
2,642
(5,674)
(328)
(8,562)
(305)
(1,879)
(1,814)
(23,494)
(1,187)
(8,637)
(3,076)
(673)
(2,100)
847
358
774
(2,050)
711
358
351
(4,042)
2,323
553
(3,188)
283
524
134
(3,417)
587
31
31
128
738
434
(1,269)
(56)
349
(134)
(155)
433
(602)
(591)
(222)
56
(208)
(148)
316
(358)
(36)
(5,994)
(7,434)
(3,015)
(21,261)
(11,283)
(54)
718
(75)
295
494
664
220
494
(1,980)
(2,726)
(7,005)
(4,044)
(5,313)
The accompanying notes are an integral part of the consolidated financial statements.
A-12

Consolidated Statements of Cash Flows
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
CASH FLOWS FROM INVESTMENT
ACTIVITIES:
Purchase of property, plant and equipment
Purchase of (proceeds from) bank deposits and
short-term investments, net
Purchase of shares of investments in companies
accounted for under equity method
Withdrawal from (increase in) restricted deposits
Proceeds from sale of short-term investments
Proceeds from sale of investments in companies
accounted for under the equity method
(21)
(20)
292
(194)
(170)
Net cash provided by investing activities

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of shares, net
Deferred IPO costs
Exercise of options
Issuance of shares to non-controlling interests
Sales of shares to Non-controlling interests
Loans from others
Issuance of convertible debentures, net
Repayment of convertible debentures
(93)
(733)
(371)
(1,323)
367
211
2,639
(787)
198
(210)
1,360
(434)
520
1,318
1,484
725
1,236
4
162
152
2,095
1,398
3
83
218
2,126
(43)
4,349
166
386
2,142
188
100
2,547
380
11,380
2,413
3,785
4,901
5,357
9,307
(1,046)
(1,736)
1,582
1,280
1,536
3,272
3,272
1,690
410
10,843
2,226
1,536
3,272
1,690
Significant non-cash transactions

Receipt of shares in consideration for sale of
investments in Portfolio Company
(See Note 8(B)(3))
3,974
3,974
Repayment by third party of loans from the

Israeli Chief Scientist (See Note 8(B)(3))
513
513
705
653
2,619
2,100
Net cash provided by financing activities

Increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at the beginning of
the period
Cash and cash equivalents at the end of
the period
Conversion of Debentures into shares

(See Note 16)
2,118
(349)
9,664
(53)
(713)
(43)
Receivable from sale of short-term investment

Acquisition of non-controlling interests by
issuance of shares
The accompanying notes are an integral part of the consolidated financial statements.
A-13

Notes to the Consolidated Financial Statements
U.S dollars In thousands, except share data
NOTE 1:
GENERAL
A.
Corporate information
The Trendlines Group Ltd. (the Company) is engaged in creating and investing
in innovation, primarily carried out through its 2 subsidiaries: Trendlines Agtech
Mofet Ltd. (Agtech) and Trendlines Medical Misgav Ltd. (Medical) which
are technological incubators, and which represent one business segment for
management reporting purposes. The Group investments and other assets are
all located within Israel. Trendlines Agtech and Trendlines Medical (collectively:
the Trendlines Incubators) are incubators operating under franchise
agreements with the State of Israel, through the Office of the Chief Scientist of
the Ministry of Economy (OCS), which were due to expire on December 31,
2014. On August 4, 2014, the OCS advised the Trendlines Incubators that due
to a delay in publishing the new competitive bid process for the incubator
franchises, it is willing to extend the franchise period of the Trendlines
Incubators without a competitive bid process. The Trendlines Incubators each
submitted formal requests for this extension which were approved by the OCS
on September 4, 2014 and November 13, 2014, and accordingly, the OCS
extended the franchise period of Trendlines Medical until June 30, 2015 and
extended the franchise period of Trendlines Agtech until June 30, 2016,
respectively, without a competitive bid process.
On March 29, 2015, the OCS advised Trendlines Medical that due to a new
competitive bid process in the Trendlines Medical region, the OCS is willing to
extend the Trendlines Medical franchise period following a formal request for
this extension. On March 31, 2015, Trendlines Medical submitted such a formal
request and on April 21, 2015, the OCS approved an extension of the franchise
period until March 31, 2016.
Subsequent to the reporting period, on July 15, 2015, Trendlines Medical
submitted the documents for the competitive bid. On September 7, 2015,
Trendlines Medical received a letter from the OCS announcing that it was
elected as the winning bidder in the aforesaid competitive bid process for the
operation of a technological incubator under periphery incubator conditions,
which franchise period shall begin no later than March 1, 2016. In accordance
with New Directive 8.3 of the Director General of the Ministry of Economy of the
State of Israel, the franchise period is 8 years. The franchise awarded to
Trendlines Medical is subject to compliance with certain conditions by February
1, 2016, as set forth in the letter, including, among others, procuring an amount
of NIS 10 million (approximately $2,650) by means of liquid assets, to the
satisfaction of the OCS. In addition, Trendlines Medical shall be subject to
certain milestones during the franchise period. Such milestones include, among
others, the minimum number of new portfolio companies to operate under
Trendlines Medical during specified time periods from the beginning of the
A-14

NOTE 1:
GENERAL (cont.)
A.
Corporate information (cont.)

franchise period (at least: 6 within a period of 24 months; 12 within a period of
48 months; and 18 within a period of 72 months) as well as demonstration of
additional fundraising by Trendlines Medical and/or the Company, within a
period of 24 months from the beginning of the franchise period, for the benefit
of incubator operations, in the amount of at least $10,000, with sufficient
liquidity, to the satisfaction of the OCS.
In addition, the Company internally develops new technologies, mainly in the
area of medical devices, through its Trendlines Labs operations.
The Companys headquarters is located at 17 Tchelet Street, Misgav Business
Park, M.P. Misgav 2017400, Israel.
B.
Approval of consolidated financial statements

These financial statements of the Group were approved by the board of
directors on October 19, 2015.
C.
Since its inception, the Group has had negative cash flows from operations.
Accordingly, the Group is still dependent on external financing to fund its
activities. During the six months period ended June 30, 2015, the Company
raised an aggregate of $2,118 upon the issuance of 2,342,446 Ordinary shares.
In addition, as part of the Companys contemplated IPO on the Singapore stock
exchange (SGX-ST), the Company raised approximately $10,300 upon the
issuance of Redeemable Convertible Loans (RCL) from certain pre-IPO
investors (see Note 16B). The Group management believes that these funds,
together with its existing financial resources, are sufficient for the Group to
meets its obligations as they come due at least for a period of twelve months
from the date of approval of the financial statements.
D.
Definitions
The Company
The Group
The Company and its consolidated subsidiaries.
Subsidiaries
Companies that are controlled by the Company

(as defined in IFRS 10) and whose accounts are
consolidated with those of the Company.
Associates
Companies in which the Company has significant

influence.
A-15

NOTE 1:
GENERAL (cont.)
D.
Definitions (cont.)
Investees
Subsidiaries and associates.
Medical
Trendlines Medical Misgav Ltd. (Formerly:

Misgav Venture Accelerator Ltd.), a technological
incubator subsidiary of the Company.
Agtech
Trendlines Agtech Mofet Ltd. (Formerly: Mofet

BYehuda
Industrial
Research
and
Development in Judea Ltd.), a technological
incubator subsidiary of the Company.
Trendlines Incubators/
Incubators
Two technological incubators Medical and

Agtech in which the Company exercises control
and whose statements are consolidated with
those of the Company (see Note 7).
Peripheral Incubator
Technological incubator that is situated in a

national priority region. Agtech is a Peripheral
Incubator.
Project/Portfolio
Company
A company in which the Incubators invested and

is not a subsidiary.
OCS
Office of the Chief Scientist of the Israeli Ministry

of Economy (formerly the Ministry of Industry,
Trade and Labour).
Directive 8.2
Directive 8.2 of the Director General of the

Ministry of Economy effective regarding the
Incubators from August 22, 2001 through August
31, 2007, when the Incubators functioned as
non-profit companies.
Old Directive 8.3

Ministry
of
Economy
Technology
Entrepreneurship Centres Pilot Incubators,
effective regarding the Incubators from
September 1, 2007 (when the Incubators started
to function as for-profit companies under the
control of The Trendlines Group) through
December 31, 2010.
A-16

NOTE 1:
GENERAL (cont.)
D.
NOTE 2:
Definitions (cont.)
New Directive 8.3

Ministry of Economy for Centres of Technology
Innovations and Incubators; replaced the Old
Directive 8.3, effective regarding the Incubators
from January 1, 2011, onwards.
Related parties
As defined in IAS 24.
Dollar
US dollar.
SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies have been applied consistently in the financial
statements for all periods presented, unless otherwise stated.
A.
Basis of preparation
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB).
The financial statements have been prepared on the historical cost basis,
except for financial assets and liabilities that are accounted for at fair value
through profit or loss.
The preparation of the Groups financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts
recognised in the financial statements. See Note 2(C).
Basis of consolidation
The consolidated financial statements comprise the financial statements of
companies that are controlled by the Company (Subsidiaries), including
Portfolio Companies in which the Company can exercise control. Control is
achieved when:
The Company has power over the investee;
The Company is exposed, or has rights, to variable returns from its

involvement with the investee;
Has the ability to affect those returns through its power over the investee.
A-17

NOTE 2:
SIGNIFICANT ACCOUNTING POLICIES (cont.)

A.
Basis of preparation (cont.)

Basis of consolidation (cont.)
The Company considers all relevant facts and circumstances in assessing
whether it has power over an investee, including: contractual arrangements with
other vote holders of the investee, rights arising from other contractual
arrangements and the Companys potential voting rights.
The financial statements of the Company and of the subsidiaries are prepared
as of the same dates and periods. The consolidated financial statements are
prepared using uniform accounting policies by all companies in the Group.
Significant intragroup balances and transactions and gains or losses resulting
from intragroup transactions are eliminated in full in the consolidated financial
statements.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the year are included in the consolidated financial
statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
Non-controlling interests in subsidiaries represent the equity in subsidiaries not
attributable, directly or indirectly, to a parent. Non-controlling interests are
presented in equity separately from the equity attributable to the equity holders
of the Company. Profit or loss and components of other comprehensive income
are attributed to the Company and to non-controlling interests. Losses are
attributed to non-controlling interests even if they result in a negative balance of
non-controlling interests in the consolidated statement of financial position.
A change in the ownership interest of a subsidiary, without a loss of control, is
accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets
(including goodwill), liabilities, non-controlling interest and other components of
equity while any resultant gain or loss is recognised in profit or loss. Any
investment retained is recognised at fair value.
A-18

NOTE 2:

A.
Basis of preparation (cont.)

Investments in Associates and Portfolio Companies
Associates are companies in which the Group has significant influence over the
financial and operating policies without having control.
In accordance with IAS 28, when the Group has an investment in an associate,
a portion of which is held indirectly through the Incubators, which are
investment entities, the Group measures that portion of the investment in the
associate at fair value through profit or loss in accordance with IAS 39
regardless of whether the Incubators have significant influence over that portion
of the investment. The Group applies the equity method to any remaining
portion of its investment in an associate that is not held through the Incubators.
Investment accounted according to Equity method
The Groups investments in associates are accounted for using the equity
method of accounting.
Under the equity method, the investment in the associate is presented at cost
with the addition of post-acquisition changes in the Groups share of net assets,
including other comprehensive income (loss) of the associate. Profits and
losses resulting from transactions between the Group and the associate are
eliminated to the extent of the interest in the associate.
The financial statements of the Group and of the associate are prepared as of
the same dates and periods. The accounting policies applied in the financial
statements of the associate are uniform and consistent with the policies applied
in the financial statements of the Group.
Losses of an associate in amounts which exceed its equity are recognised by
the Group to the extent of its investment in the associate.
The equity method is applied until the loss of significant influence in the
associate or classification as held-for-sale.
On the date of loss of significant influence, the Group measures any remaining
investment in the associate at fair value and recognises in profit or loss the
difference between the fair value of any remaining investment plus any
proceeds from the sale of the investment in the associate and the carrying
amount of the investment on that date.
A-19

NOTE 2:

B.
Summary of significant accounting policies

1.
Functional currency, presentation currency and foreign currency

a.
Functional currency and presentation currency:

The Groups consolidated financial statements are presented in US
dollars, which is also the Companys functional currency. For each
entity the Group determines the functional currency and items
included in the financial statements of each entity are measured
using that functional currency. The Groups performance and liquidity
are evaluated and managed in US dollars. Therefore, the US dollar is
considered as the currency that most faithfully represents the
economic effects of the underlying transactions, events and
conditions.
b.
Foreign currency translations:

Transactions during the period, including purchases and sales of
securities, income and expenses, are translated at the rate of
exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the
reporting date.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at the
dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at
the date when the fair value was determined.
2.

Cash and cash equivalents in the statement of financial position comprise
cash on hand and short-term deposits in banks that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of
changes in value, with original maturities of three months or less.
A-20

NOTE 2:

B.
Summary of significant accounting policies (cont.)

3.
Short-term deposits
Short-term bank deposits are deposits with an original maturity of more
than three months from the date of investment and which do not meet the
definition of cash equivalents. The deposits are presented according to
their terms of deposit.
4.
Financial instruments
a.
Financial assets
Financial assets within the scope of IAS 39 are initially recognised at
fair value plus directly attributable transaction costs, except for
financial assets measured at fair value through profit or loss in
respect of which transaction costs are recorded in profit or loss.
After initial recognition, the accounting treatment of financial assets is
based on their classification as follows:
Financial assets at fair value through profit or loss upon initial
recognition:
Gains and losses of investment in Portfolio Companies at fair value
through profit or loss includes changes in the fair value of financial
assets and liabilities designated upon initial recognition as at fair
value through profit or loss.
Loans and receivables:
Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market.
The Group includes in this category amounts relating to other
short-term receivables. After initial recognition, loans are measured
based on their terms at amortised cost plus directly attributable
transaction costs using the effective interest method, and less any
impairment losses. Short-term borrowings are measured based on
their terms, normally at face value.
The Group has not designated any financial asset upon initial
recognition as held to maturity investments or available for sale
financial assets.
A-21

NOTE 2:

B.

4.
Financial instruments (cont.)

b.
Financial liabilities
Financial liabilities are initially recognised at fair value.
After initial recognition, the accounting treatment of financial liabilities
is based on their classification as follows:
Financial liabilities at amortised cost less directly attributable
transaction costs
After initial recognition, short term liabilities are measured based on
their terms at cost.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include
convertible debentures and loans received from the OCS designated
upon initial recognition at fair value as they are evaluated by
management on a fair value basis and the fair value information about
them is provided to the Groups key management personnel.
Embedded derivatives in a host contract that is a financial liability
measured at fair value through profit or loss is not separated from the
host contract and the fair value of the embedded derivative is
included in the fair value of the host contract.
c.
Derecognition
Financial assets
A financial asset is derecognised where the rights to receive cash
flows from the asset have expired or the Group has transferred its
rights to receive cash flows from the asset as follows:
(a)
the Group has transferred substantially all the risks and rewards
of the asset, or
A-22

NOTE 2:

B.

4.
Financial instruments (cont.)

c.
Derecognition (cont.)
Financial assets (cont.)
(b)
the Group has neither transferred nor retained substantially all

the risks and rewards of the asset, but has transferred control of
the asset.
The Group derecognises a financial liability when the obligation under
the liability is discharged, cancelled or expired. A financial liability is
extinguished when the debtor (the Group) discharges the liability by
paying in cash, other financial assets, goods or services; or is legally
released from the liability.
d.
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount
reported in the statement of financial position if there is a currently
enforceable legal right to offset the recognised amounts and there is
an intention to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
The right of set-off must be legally enforceable not only during the
ordinary course of business of the parties to the contract but also in
the event of bankruptcy or insolvency of one of the parties. In order
for the right of set-off to be currently available, it must not be
contingent on a future event, there may not be periods during which
the right is not available, or there may not be any events that will
cause the right to expire.
A-23

NOTE 2:

B.

5.
Fair value measurement

The Group measures its investments in Portfolio Companies and other
interest bearing investments, at fair value at each reporting date.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.
The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability or, in the absence of a principal
market, in the most advantageous market for the asset or liability. The
principal or the most advantageous market must be accessible to the
Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
The fair value for financial instruments traded in active markets at the
reporting date is based on their quoted price, without any deduction for
transaction costs. Securities defined in these accounts as listed are
traded in an active market.
For all other financial instruments not traded in an active market, the fair
value is determined by using valuation techniques deemed to be
appropriate in the circumstances. Valuation techniques include the market
approach (i.e., using recent arms length market transactions adjusted as
necessary and reference to the current market value of another instrument
that is substantially the same) and the income approach (i.e., discounted
cash flow analysis and option pricing models making as much use of
available and supportable market data as possible).
All assets and liabilities for which fair value is measured or disclosed in the
financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
Level 1 Quoted (unadjusted) market prices in active markets for identical
assets or liabilities.
A-24

NOTE 2:

B.

5.
Fair value measurement (cont.)

Level 2 Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
Level 3 Valuation techniques for which the lowest level input that is
significant to the fair value is unobservable.
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Group determines whether transfers have occurred
between levels in the hierarchy by re-assessing the categorisation (based
on the lowest level input that is significant to the fair value measurement
as a whole) at the end of each reporting period.
6.
Loans from the Office of the Chief Scientist

Loans received from the OCS are designated upon initial recognition at fair
value through profit and loss. Fair value is calculated based on the present
value of expected amounts to be repaid to the OCS, discounted at a rate
reflecting the level of risk of the Portfolio Companies. Changes in fair value
of these loans are included in profit or loss. These loans were received as
part of Old Directive 8.3, see also Note 13(A)(4).
7.
Leases
The criteria for classifying leases as finance or operating leases depend on
the substance of the agreements and are made at the inception of the
lease in accordance with the following principles as set out in IAS 17.
The Group as lessee:
Operating leases:
Lease agreements are classified as an operating lease if they do not
transfer substantially all the risks and benefits incidental to ownership of
the leased asset. Lease payments are recognised as an expense in profit
or loss on a straight-line basis over the lease term.
A-25

NOTE 2:

B.

8.
Property, plant and equipment

Property, plant and equipment are measured at cost, including direct
attributable costs, less accumulated depreciation and excluding day-today servicing expenses. Cost includes spare parts and auxiliary equipment
that are used in connection with plant and equipment.
Depreciation is calculated on a straight-line basis over the useful life of the
assets at annual rates as follows:
Leasehold improvements (according

to the lease term)
Office furniture and equipment
Computers and peripheral equipment
Mainly %
10-12.5
10%
6-15
7%
15-33
33%
Leasehold improvements are depreciated on a straight-line basis over the

shorter of the lease term (including the extension option held by the Group
and intended to be exercised) or the expected life of the improvement.
The useful life, depreciation method and residual value of an asset are
reviewed at least each year-end and any changes are accounted for
prospectively as a change in accounting estimate. Depreciation of an asset
ceases at the earlier of the date that the asset is classified as held for sale
or the date that the asset is derecognised.
9.
Research and development expenditures

Research and development (R&D) expenditures in respect of contracted
service agreements are recognised in profit or loss when incurred.
10. Income taxes

Current or deferred taxes are recognised in profit or loss, except to the
extent that they relate to items which are recognised in other
comprehensive income or equity.
A-26

NOTE 2:

B.

10. Income taxes (cont.)
a.
Current taxes:
The current tax liability is measured using the tax rates and tax laws
that have been enacted or substantively enacted by the end of
reporting period as well as adjustments required in connection with
the tax liability in respect of previous years.
b.
Deferred taxes:
Deferred taxes are computed in respect of temporary differences
between the carrying amounts in the financial statements and the
amounts attributed for tax purposes.
Deferred taxes are measured at the tax rate that is expected to apply
when the asset is realised or the liability is settled, based on tax laws
that have been enacted or substantively enacted by the reporting
date.
Deferred tax assets are reviewed at each reporting date and reduced
to the extent that it is not probable that they will be utilised. Temporary
differences for which deferred tax assets had not been recognised
are reviewed at each reporting date and a respective deferred tax
asset is recognised to the extent that their utilisation is probable.
Taxes that would apply in the event of the disposal of investments in
investees have not been taken into account in computing deferred
taxes, as long as the disposal of the investments in investees is not
probable in the foreseeable future.
Deferred taxes are offset if there is a legally enforceable right to offset
a current tax asset against a current tax liability and the deferred
taxes relate to the same taxpayer and the same taxation authority.
A-27

NOTE 2:

B.

11.
Share-based payment transactions

The Groups employees and directors are entitled to remuneration in the
form of equity-settled share-based payments.
Equity-settled transactions:
The cost of equity-settled transactions with employees is measured at the
fair value of the equity instruments granted at grant date. The fair value is
determined using an acceptable option pricing model.
The cost of equity-settled transactions is recognised in profit or loss
together with a corresponding increase in equity during the period which
the performance and/or service conditions are to be satisfied ending on the
date on which the relevant employees become entitled to the award (the
vesting period). The cumulative expense recognised for equity-settled
transactions at the end of each reporting period until the vesting date
reflects the extent to which the vesting period has expired and the Groups
best estimate of the number of equity instruments that will ultimately vest.
No expense is recognised for awards that do not ultimately vest.
12. Revenue recognition

Revenues are recognised in profit or loss when the revenues can be
measured reliably, it is probable that the economic benefits associated
with the transaction will flow to the Group and the costs incurred or to be
incurred in respect of the transaction can be measured reliably. When the
Group acts as a principal and is exposed to the risks associated with the
transaction, revenues are presented on a gross basis. When the Group
acts as an agent and is not exposed to the risks and rewards associated
with the transaction, revenues are presented on a net basis. Revenues are
measured at the fair value of the consideration less any trade discounts,
volume rebates and returns.
A-28

NOTE 2:

B.

12. Revenue recognition (cont.)
Following are the specific revenue recognition criteria which must be met
before revenue is recognised:
a.
Revenues from rendering of services

Revenues from rendering of services to Portfolio Companies and
others are recognised by reference to the stage of completion at the
reporting date.
b.
Dividend income
Dividend income is recognised on the date on which the investments
are quoted ex-dividend or, where no ex-dividend date is quoted, when
the Groups right to receive the payment is established. Dividend
income is presented in gain from change in fair value in investments
in Portfolio Companies.
c.
Income from services to Portfolio Companies

The Group, through its Incubators, provides the Portfolio Companies
with services in the area of technology development, business
development, capital raising, access to OCS grants and
administrative support. In consideration for the Incubators obligation
pursuant to OCS Directive 8.3 to provide these services to the
Portfolio Companies over the two year incubation period, the Group
receives equity interests in the Portfolio Companies. The Group
recognises in its consolidated financial statements, deferred revenue
in respect of the fair value of the benefit of these shares received from
the OCS. Such deferred revenue is recognised over the two years of
the incubation of the Portfolio Company. Under the Old Directive 8.3,
upon obtaining an OCS loan, the benefits value is computed as the
difference between the amount of the loan from the OCS and its fair
value, and under the New Directive 8.3, the benefits value is
computed as the difference between the fair value of the investment
Portfolio Company and the supplementary funding invested by the
Incubators (see Note 13(A)(3)).
A-29

NOTE 2:

B.

12. Revenue recognition (cont.)
c.
Income from services to Portfolio Companies (cont.)

In addition, in accordance with OCS regulations, the Group receives
monthly capped overhead reimbursement from the Portfolio
Companies.
d.

The Company recognises revenues from contracted R&D services
upon achievement of milestones as defined in the contracts.
13. Earnings per share

Earnings per share are calculated by dividing the net income attributable
to equity holders of the Company by the weighted number of Ordinary
shares outstanding during the period.
Potential Ordinary shares (options, warrants and other convertible
securities) are included in the computation of diluted earnings per share
when their conversion decreases earnings per share or increases loss per
share from continuing operations. Potential Ordinary shares that are
converted during the period are included in diluted earnings per share only
until the conversion date and from that date in basic earnings per share.
The Companys share of earnings of investees is included based on its
share of earnings per share of the investees multiplied by the number of
shares held by the Company.
14. Provisions
Provisions are recognised when the Group has a present obligation (legal
or constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. When the Group expects some or all of a provision to be
reimbursed, for example, under an insurance contract, the reimbursement
is recognised as a separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision is presented in profit
or loss net of any reimbursement.
A-30

NOTE 2:

C.
Significant accounting judgements, estimates and assumptions

The preparation of the Groups financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts
recognised in the financial statements. However, uncertainty about these
assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amount of the asset or liability affected in
future periods.
1.
Judgements
In the process of applying the Groups accounting policies, management
has made the following judgements, which have the most significant effect
on the amounts recognised in the financial statements:
Determination of control
The Group assesses whether it controls a company in which it holds the
majority or less than the majority of the voting rights by reference to,
among others, the size of its holding of voting rights relative to the size and
dispersion of holdings of the other vote holders including voting patterns at
previous shareholders meetings, its ability to direct the relevant activities
of a company, including any significant operating and financial activities as
well as the appointment of key management personnel, its ability to
appoint the majority of the board of directors, and consideration of
substantive rights of the other vote holders. See also Note 2(A) Basis for
Consolidation.
2.
Estimates and assumptions

The key assumptions concerning the future and other key sources of
estimation uncertainty at the reporting date, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are discussed below. The Group
utilised its assumptions and estimates on parameters available when the
financial statements were prepared. However, existing circumstances and
assumptions about future developments may change due to market
changes or circumstances arising beyond the control of the Group. Such
changes are reflected in the assumptions when they occur.
A-31

NOTE 2:

C.
Significant accounting judgements, estimates and assumptions (cont.)

2.
Estimates and assumptions (cont.)

Fair value of financial instruments
When the fair values of financial assets and financial liabilities recorded in
the statement of financial position cannot be derived from active markets,
their fair value is determined using a variety of valuation techniques that
include the use of valuation models. The inputs to these models are taken
from observable markets where possible, but where this is not feasible,
estimation is required in establishing fair values. The estimates include
considerations of liquidity and model inputs related to items such as
growth rates, operating margins, discount rates and volatility. Changes in
assumptions about these factors could affect the reported fair value of
financial instruments in the statement of financial position and the level
where the instruments are disclosed in the fair value hierarchy. The models
are tested for validity by calibrating to prices from any observable current
market transactions in the same instrument when available. To assess the
significance of a particular input to the entire measurement, the Group
performs sensitivity analysis or stress testing techniques. For further
information see Notes 6 and 8.
D.
Standards issued but not yet effective

Standards issued but not yet effective up to the date of issuance of the Groups
consolidated financial statements and that may have a material impact on the
Group are listed below. The Group intends to adopt applicable standards when
they become effective.
1.
IFRS 15 Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 (IFRS 15).
IFRS 15 replaces IAS 18, Revenue.
The IFRS 15 introduces a five-step model that will apply to revenue earned
from contracts with customers:
Step 1: Identify the contract with a customer, including reference to
contract combination and accounting for contract modifications.
Step 2: Identify the separate performance obligations in the contract.
A-32

NOTE 2:

D.
Standards issued but not yet effective (cont.)

1.
IFRS 15 Revenue from Contracts with Customers (cont.)

Step 3: Determine the transaction price, including reference to variable
consideration, financing components that are significant to the contract,
non-cash consideration and any consideration payable to the customer.
Step 4: Allocate the transaction price to the separate performance
obligations on a relative stand-alone selling price basis using observable
information, if it is available, or using estimates and assessments.
Step 5: Recognise revenue when the entity satisfies a performance
obligation over time or at a point in time.
IFRS 15 is to be applied retrospectively for annual periods beginning on or
after January 1, 2018. Early adoption is permitted. IFRS 15 allows an entity
to choose to apply a modified retrospective approach, according to which
IFRS 15 will only be applied in the current period presented to existing
contracts at the date of initial application. No restatement of the
comparative periods will be required as long as the disclosures regarding
prior periods required by IFRS 15 are included.
The Group is evaluating the possible impact of IFRS 15 but is presently
unable to assess its effect, if any, on the financial statements.
2.
IFRS 9 Financial Instruments Classification and Measurement

In July 2014, the IASB issued the final and complete version of IFRS 9,
Financial Instruments (IFRS 9), which replaces IAS 39, Financial
Instruments: Recognition and Measurement. IFRS 9 mainly focuses on
the classification and measurement of financial assets and it applies to all
assets in the scope of IAS 39.
According to IFRS 9, all financial assets are measured at fair value upon
initial recognition. In subsequent periods, debt instruments are measured
at amortised cost only if both of the following conditions are met:
the asset is held within a business model whose objective is to hold

assets in order to collect the contractual cash flows.
A-33

NOTE 2:

D.

2.
IFRS 9 Financial Instruments Classification and Measurement (cont.)
the contractual terms of the financial asset give rise on specified

dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
Subsequent measurement of all other debt instruments and financial

assets should be at fair value. IFRS 9 establishes a distinction between
debt instruments to be measured at fair value through profit or loss and
debt instruments to be measured at fair value through other
comprehensive income.
Financial assets that are equity instruments should be measured in
subsequent periods at fair value and the changes recognised in profit or
loss or in other comprehensive income (loss), in accordance with the
election by the Group on an instrument-by-instrument basis. If equity
instruments are held for trading, they should be measured at fair value
through profit or loss.
According to IFRS 9, the provisions of IAS 39 will continue to apply to
derecognition and to financial liabilities for which the fair value option has
not been elected.
According to IFRS 9, changes in fair value of financial liabilities which are
attributable to the change in credit risk should be presented in other
comprehensive income. All other changes in fair value should be
presented in profit or loss.
IFRS 9 is to be applied for annual periods beginning on January 1, 2018.
Early adoption is permitted.
The Group is evaluating the possible impact of IFRS 9 but is presently
unable to assess its effect, if any, on the financial statements.
3.
Amendments to IFRS 10 and IAS 28 regarding sale or transfer of assets

between an investor and its associate or joint venture
In September 2014, the IASB issued amendments to IFRS 10 and IAS 28
(the amendments) regarding the accounting treatment of the sale or
transfer of assets (an asset, a group of assets or a subsidiary) between an
investor and its associate or joint venture.
A-34

NOTE 2:

D.

3.
Amendments to IFRS 10 and IAS 28 regarding sale or transfer of assets

between an investor and its associate or joint venture (cont.)
According to the amendments, when the investor loses control of a
subsidiary or a group of assets that are not a business in a transaction with
its associate or joint venture, the gain will be partially eliminated so that the
gain to be recognised is the gain from the sale to the other investors in the
associate or joint venture. According to the amendments, if the remaining
rights held by the investor represent a financial asset as defined in IFRS
9, the gain will be recognised in full.
If the transaction with an associate or joint venture involves loss of control
of a subsidiary or a group of assets that are a business, the gain will be
recognised in full.
The amendments are to be applied prospectively for transactions
occurring in annual periods beginning on or after January 1, 2016. Early
adoption is permitted.
NOTE 3:
ACCOUNTS AND OTHER RECEIVABLES

June 30,
2015
Deferred IPO costs
( )
Trade receivables *
Government authorities
Others
( )
December 31,
2014
2013
2012
349
129
552
841
762
61
128
65
214
156
164
187
753
836
1,070
958
Trade receivables are non-interest bearing and are generally on terms of 90 days. As of June 30,
2015, and December 31, 2014, 2013 and 2012, trade receivables were neither past due or impaired.
A-35

NOTE 4:
SHORT-TERM LOANS
2014
2013
2012
302
246
760
491
To Associate related
party
107
To others
27
302
246
760
625
To Portfolio Companies
related parties (1)
(1)
NOTE 5:
December 31,
June 30,
2015
The loans bear interest of 4%-6% per annum.
PROPERTY, PLANT AND EQUIPMENT, NET
Leasehold
improvements
Office
furniture
and
equipment
Computers
and
peripheral
equipment
Cost:
Additions
Disposals
223
154
113
19
(16)
104
37
(5)
440
210
(21)

Additions
377
278
116
73
136
20
629
371
Total
655
189
156
1,000
------------- ----------- ----------- - - - - - -
Accumulated depreciation:
Depreciation
Disposals
133
33
27
8
(16)
49
34
(5)
209
75
(21)

Depreciation
166
42
19
18
78
23
263
83
208
37
101
346
------------- ----------- ----------- - - - - - -
Depreciated cost:
447
152
55
654
211
97
58
366
A-36

NOTE 5:
PROPERTY, PLANT AND EQUIPMENT, NET (cont.)
Leasehold
improvements
Office
furniture
and
equipment
Computers
and
peripheral
equipment
Total
655
189
156
1,000
18
19
43
673
195
175
1,043
12
21
Cost:
Additions
Additions
677
200
187
1,064
------------- ----------- ----------- - - - - - -
Accumulated depreciation:
Depreciation
Depreciation
Balance as at June 30, 2015
208
37
101
346
62
20
23
105
270
57
124
451
26
13
13
52
296
70
137
503
------------- ----------- ----------- - - - - - -
Depreciated cost:
381
130
50
561
403
138
51
592
A-37

NOTE 6:
FAIR VALUE MEASUREMENT

A.
The following table presents the fair value measurement hierarchy for the
Groups investments, loans and debentures.
June 30, 2015
Level 1 Level 3
December 31, 2014
Total
Level 1 Level 3
Total
Financial assets
Short-term
investments (* )
1,253
1,554
2,807
1,296
1,296
654
81,346
82,000
517
75,106
75,623
962
962
1,907
82,900
84,807
1,813
76,068
77,881
Loans from OCS
4,102
4,102
4,493
4,493
Convertible
debentures and
warrants
10,686
10,686
1,545
1,545
14,788
14,788
6,038
6,038
Investments in
Portfolio Companies
December 31,
2013
Level 1 Level 3
2012
Total
Level 1 Level 3
Total
Financial assets
Investment in
Portfolio Companies
155
72,059
72,214
170
43,685
43,855
4,955
4,955
4,231
4,231
Loans from OCS
( )
Excludes deposits in banks at amortised cost of $250 as of December 31, 2014 and $223 as
of December 31, 2013, and $590 as of December 31, 2012.
A-38

NOTE 6:
FAIR VALUE MEASUREMENT (cont.)

B.
Valuation process and techniques

Valuations are the responsibility of the Groups management and the board of
directors of the Company.
1.
Publicly traded investment in Associates Level 1

When fair values of publicly traded equity securities are based on quoted
market prices, or binding dealer price quotations, in an active market for
identical assets without any adjustments, the instruments are included
within Level 1 of the hierarchy.
2.
Investment in privately held Portfolio Companies Level 3

The valuation of significant Portfolio Companies is performed by an
external independent valuator.
The valuations are also subject to quality assurance procedures performed
by Groups management. The Groups management verifies the major
inputs applied in the latest valuation by comparing the information in the
valuation computation to relevant documents and market information. In
addition, the accuracy of the computation is tested. The latest valuation is
also compared with the valuations of the two preceding annual periods. If
fair value changes (positive or negative) are more than certain thresholds
set, the changes are further considered by the Groups management.
The Groups management considers the appropriateness of the valuation
methods and inputs, and may request that alternative valuation methods
are applied to support the valuation arising from the method chosen.
C.
General Overview of Valuation Approaches used in the Valuation

Fair Value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date.
There are four valuation methodologies available which were used in the
valuation of the Portfolio Companies: income approach, market approach, cost
approach and option pricing model. A brief discussion of each methodology
follows.
A-39

NOTE 6:

C.
General Overview of Valuation Approaches used in the Valuation (cont.)

1.
Income Approach
The income approach utilises a procedure generally known as the
discounted cash flow (DCF) method of valuation. The DCF method
measures value by reference to an enterprises expected future debt-free
cash flows from business operations. This typically involves a projection of
income and expense and other sources and uses of cash, the assignment
of a terminal (or residual) value at the end of the projection period that is
reasonably consistent with the key assumptions and long-term growth
potential of the business, and a determination of an appropriate discount
rate that reflects the risk of achieving the projections. Factors that form the
basis for expected future financial performance include:
Historical and projected growth rates;
Business plans or operating budgets for the enterprise in question;
Prevailing relevant business conditions and industry trends, including

growth expectations in light of general market growth, competitive
environment and market position;
Anticipated needs for working and fixed capital;
Historical and expected levels and trends of operating profitability.
Typically, a five year projection period of annual free cash flows plus an
estimated terminal value, which represents the value of the business
enterprise beyond the projection period, are discounted to present value
through the application of a discount rate that reflects the weighted
average cost of capital for the enterprise.
The present value of aggregate annual free cash flows plus the terminal
value represents the total capital or the net asset value of the operating
entity, which equals the combined debt and equity capital or enterprise
value of the company.
A-40

NOTE 6:

C.

2.
Market Comparable Approach

The market comparable approach examines either publicly traded
companies or acquisitions of privately held companies within the same
industry as the subject business entity. Market-derived multiples based on
such measures as earnings, book value, cash flow and revenues are
typically applied to the appropriate financial indicators of the subject entity
to determine a range of total capital values for the business.
Companies might typically be considered comparable even though their
product mixes or corporate sizes differ, so long as valuation ranges are
rationalised in terms of relative financial performance and capital structure
considerations such as:
3.
Historical and prospective growth;
Absolute and relative profit margins and cost determinants;
Capital structure (leverage);
Liquidity.
Cost Approach
The underlying premise when using the cost approach is that the book
value or cost of an asset is equal to its fair value. Certain adjustments are
made to assets on a case-by-case basis if this premise does not hold true.
This approach is an important tool for determining the fair value of
companies in a very preliminary development stage, particularly when
reliable data relating to revenue forecasts are not available.
4.
Option Pricing Model (OPM)

The OPM is a generally accepted valuation model used in evaluating
companies with different classes of shares. The OPM considers the
various terms of the stockholder agreements that would affect the
distributions to each class of equity upon a liquidity event, including the
level of seniority among the securities, dividend policy, conversion ratios,
and cash allocations. In addition, the method implicitly considers the effect
of the liquidation preference as of the future liquidation date, not as of the
valuation date. The OPM (or a related hybrid method) is the most
appropriate method to use when specific future liquidity events are difficult
to forecast.
A-41

NOTE 6:

C.

4.
Option Pricing Model (OPM) (cont.)

Description of significant unobservable inputs to valuation:
Significant
unobservable
inputs
Valuation
technique
Investments
in Portfolio
Companies
DCF
Long-term growth
rate for cash
flows for
subsequent years
Long-term
operating margin
Weighted
average cost of
capital (WACC)
Market
Comparable
Approach
Revenue
Multiplier
Weighted
average cost of
capital (WACC)
Loans from
OCS
Cost
Approach
Weighted
average cost of
capital (WACC)
Black and
Scholes
formula for
option pricing
Value of pledged
shares (NIS)
Present value
of the
expected
cash flows
Expected term
(years)
Expected volatility
(annual)
Risk free interest
rate
Risk adjusted
discount rate
A-42
Range
(weighted
average)
Sensitivity of the
input to fair value
1% 3% (3%) Increase (decrease) in

the growth rate would
result in increase
(decrease) in fair
value
23% 34%
Increase (decrease) in
(29%)
the operating margin
would result in
increase (decrease) in
fair value
30%
Decrease (increase) in
the WACC rate would
result in increase
(decrease) in fair
value
1.09 5.74
(3.04)
the revenue multiplier
would result in
increase (decrease) in
fair value
30% 60%
(40%)
the WACC rate would
result in increase
(decrease) in fair
value
50% 60%
(54%)
the WACC rate would
result in increase
(decrease) in fair
value
0.0 7.34
(2.18)
2.5 4.3 (3)

45% 118%
(106%)
-1.1% 0.9%
(-0.4%)
5.5% 8.1%
(6.8%)
the parameter would
result in decrease
(increase) in fair value

NOTE 6:

D.
Reconciliation of fair value measurements that are categorised within Level 3 of

the fair value hierarchy in financial instruments:
Investment
in Portfolio
Companies
Loans
from OCS
As of January 1, 2013
Total unrealised gains (losses) recognised
in profit or loss (* )
Additions
Dividend received from Portfolio Company
$43,685
$(4,231)
As of December 31, 2013
$72,059
23,558
5,310
(494)
Investment
Long &
in Portfolio Short Term
Companies Investment
As of January 1, 2014
(405)
(319)
$(4,955)
Loans
from OCS
Convertible
Debentures
and
Warrants
$72,059
$(4,955)
Total realised gains

(losses) recognised in
profit or loss(*)
3,288
(459)
Total unrealised gains

profit or loss(*)
(1,409)
13
127
(115)
Additions
Conversion to shares
Disposals/repayments
5,710
(4,542)
949
281
513
(2,126)
653
43
As of December 31, 2014

Total unrealised gains
profit or loss(*)
Additions
75,106
962
4,956
1,353
592
391
Conversion to shares
705
Disposals/repayments
(69)
118
As of June 30, 2015

( )
81,346
1,554
(4,493)
(4,102)
(1,545)
216
(10,180)
(10,688)
Realised and unrealised gains on investments in Portfolio Companies are recorded in gain
from change in fair value of investments in Portfolio Companies and realised and unrealised
gains (losses) on loans from OCS and unrealised losses on convertible debentures and
warrants are recorded in Financial expenses.
A-43

NOTE 7:
INVESTMENT IN INVESTEES
A.
Investments in subsidiaries:
1.
Summarised financial data of a subsidiary with material non-controlling

interests:
The following information is related to Agtech of which 4% is held by
non-controlling interests (26% at December 31, 2014, 2013 and 2012):
June 30,
2015
December 31,
2014
2013
2012
Statement of
financial position
at reporting date
(as presented in
the subsidiarys
financial
statements):
Current assets
365
281
993
1,019
Non-current assets
17,542
18,253
23,940
15,319
Current liabilities
(3,671)
(3,137)
(3,005)
(1,629)
Non-current
liabilities
(3,777)
(4,302)
(5,532)
(3,524)
Total equity
10,459
11,095
16,396
11,185
A-44

NOTE 7:
INVESTMENT IN INVESTEES (cont.)

A.
Investments in subsidiaries: (cont.)

1.

interests: (cont.)
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
The subsidiarys
operating results
(as presented in
the subsidiarys
financial
statements):
Total revenues
(165)
(2,714)
(5,638)
8,154
3,563
Net income (loss)
(628)
(2,624)
(5,267)
4,551
1,905
Net cash provided

by (used in)
operating
activities
64
110
(150)
909
Net cash provided

by investment
activities
Net cash provided

by (used in)
financing
activities
251
(913)
1,630
Net change in cash

and cash
equivalents
64
110
101
(4)
67
A-45
(1,563)

NOTE 7:

A.
Investments in subsidiaries: (cont.)

1.

interests: (cont.)
June 30,
Balances of
non-controlling
interests
December 31,
2015
2014
2013
2012
418
2,679
4,128
2,751
Six months ended

June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
(1,369)
1,216
618
Unaudited
Income (loss)
attributable to
non-controlling
interests
2.
(164)
(684)
Other information:
In 2013, the Group lost control of two subsidiaries that were held by the
Incubators. As a result, the Group ceased to consolidate these two
subsidiaries and began recording it at fair value through profit or loss. As
a result of the re-measurement to fair value, the Group recorded a gain of
$3,088 which is included in gain from change in fair value of investments
in Portfolio Companies.
In 2014, the Group lost control of a subsidiary that was held by Medical. As
a result, the Group ceased to consolidate this subsidiary and began
recording it at fair value through profit or loss. As a result of the
re-measurement to fair value, the Group recorded a gain of $1,181 which
is included in gain from change in fair value of investments in Portfolio
Companies.
In June 2015, the Company signed an agreement with the non-controlling
shareholders of Trendlines Agtech see also Note 14(B).
A-46

NOTE 7:

B.
Investments in associates
Additional information on Associates:
Principal
place of
business
Companys
equity and
voting
rights
%
June 30, 2015:

E.T.View:
Shares
Warrants
Israel
Carrying
amount
Fair value
of publicly
traded
equity
US in thousands
20.75%
195
2,500 (* )
195
----------Maryland Israel/
Trendlines Fund GP
LLC:
Shares
Maryland,
United
States
50%
----------195
December 31, 2014:

E.T.View:
Shares
Warrants
Israel
19.73%
129
129
-----------
Maryland Israel/
Trendlines Fund GP
LLC:
Shares
Maryland,
United
States
50%
----------129
( )
The shares are listed on the Tel-Aviv Stock Exchange.
A-47
1,742 (* )

NOTE 7:

B.
Investments in associates (cont.)
Principal
place of
business
Companys
equity and
voting
rights
%
December 31, 2013:

E.T.View:
Shares
Warrants
Israel
Carrying
amount
Fair value
of publicly
traded
equity
US in thousands
22.31%
110
920 (* )
110
----------Maryland Israel/
Trendlines Fund GP
LLC:
Shares
Maryland,
United
States
50%
----------110
December 31, 2012:

E.T.View:
Shares
Warrants
Israel
13.00%
20
309 (* )
20
----------FlowSense:
Shares
Maryland Israel/
Trendlines Fund GP
LLC:
Shares
Israel
19.72%
-----------
Maryland,
United
States
50%
----------20
( )
The shares are listed on the Tel-Aviv Stock Exchange.
A-48
629 (* )

NOTE 8:
INVESTMENTS IN PORTFOLIO COMPANIES

A.
Information on Portfolio Companies

The following is the number of Portfolio Companies and fair value:
June 30, 2015
Number of
Companies
Companies in
Incubation Period
Incubator Graduate
Companies (1)
Public Companies
December 31, 2014
Fair Value
Number of
Companies
Fair Value
14
$ 11,731
18
$14,178
29
69,615
24
60,928
654
517
44
$82,000
43
$75,623
December 31, 2013
December 31, 2012
Number of
Companies
Fair Value
Number of
Companies
Fair Value
Companies in
Incubation Period
14
$ 9,739
13
$ 9,817
Incubator Graduate
Companies (1)
30
62,320
29
33,868
155
170
45
$72,214
43
$43,855
Public Companies
(1)
Includes one Portfolio Company whose fair value amounts to approximately $39,868 at June
30, 2015 and $36,000 at December 31, 2014 and to approximately $26,852 as of December
31, 2013, and $12,227 as of December 31, 2012.
A-49

NOTE 8:
INVESTMENTS IN PORTFOLIO COMPANIES (cont.)

B.
Sale transactions
1.
In May 2013, InnoLap Ltd. (InnoLap) sold its assets to a third party.
InnoLap received $3,033 net proceeds from the sale. In addition, the buyer
paid all of the shareholders $337 in consideration for a non-compete
agreement for a period of 24 months from the closing.
As a result of the transaction, InnoLap paid to its shareholders $1,585 in
dividends, from which Medical received approximately $789. The gain
resulting from this transaction has been included in gain from change in
fair value of investments in Portfolio Companies in 2012.
In respect of the consideration for the non-compete agreement, Medical
received approximately $182 which was recorded as deferred revenues
and is recognised over a period of 24 months from the closing.
2.
In August, 2013 the Company sold its investment in FlowSense.

The net proceeds from the sale were $1,269. The gain on this investment,
which was accounted for under the equity method, amounted to $1,269
and is included in gain from disposal of investment accounted for under the
equity method.
3.
On April 17, 2014, Inspiro Medical Ltd. (Inspiro), a Portfolio Company

held by Medical, was acquired by OPKO Health Inc. (OPKO), a public
company traded on the New York Stock Exchange. Upon closing, Medical
received approximately $358 in cash and approximately $3,974 in shares
of the purchaser. Of the shares received, 20% are being held in escrow for
24 months to secure indemnification obligations and are presented in
short-term investments. In addition, the purchaser repaid all obligations to
the OCS in connection with the transaction, including the Medicals loan to
the OCS in the amount of $513 including accrued interest.
As a result of the sale transaction, the Group recorded a gain of
approximately $3,455 which is included in gain from change in fair value of
investments in Portfolio Companies.
On June 25, 2014, the Group sold, in an out of-market transaction, the
OPKO shares, other than those held in escrow as described above, for
cash consideration approximating their carrying amount of approximately
$2,619, net of transaction costs.
A-50

NOTE 8:

B.
Sale transactions (cont.)

4.
On July 30, 2014, the shareholders of E.T.View Medical Ltd. (E.T.View)

approved the investment agreement between E.T.View and Medical
according to which E.T.View issued to Medical 347,594 Ordinary shares in
consideration of NIS 1,300,000 (approximately $380). As a result, the
ownership interest of Medical in E.T.View increased to 5% (see also Note
7(B)).
5.
On November 6, 2014, a Portfolio Company held by Medical, signed an

Asset Purchase Agreement with a third party strategic partner (the
Licensee), structured as an asset acquisition for the Portfolio Companys
developed medical device product (the Product), for cash consideration
and for royalties on future net sales. The Portfolio Company is bound to a
confidentiality agreement and therefore additional details of the agreement
cannot be disclosed. In February 2015, Medical received a dividend
distribution from the Portfolio Company in the amount of approximately
$718 representing Medicals share of a portion of the cash consideration
received from the Licensee.
The fair value of this Portfolio Company as of June 30, 2015, is
approximately $39,868, which fair value is based on the DCF method.
Following are certain factors that could have a significant impact on the
valuation.
The Product is in a highly competitive market with significant barriers to
entry. The leading manufacturers have been active in this market for a
number of years and currently control over 85%-90% of the revenues in the
market. The Product has distinct technical advantages over the products of
competitors and initial studies have shown that a product of this type has
a high preference rate among current users. Furthermore, the Product has
performed as intended in clinical trials. However, there is no assurance
that the Product will be accepted and perform as well with patients on a
mass scale.
The Product has obtained regulatory clearance in certain major markets. In
order for the Product to be successful, the patients will need to be
adequately reimbursed in those markets. Although the risk of not getting
adequate reimbursement is considered to be low due to the pricing
strategy of parity with products of competitors, the process of arranging to
ensure adequate reimbursement requires time and could delay entry into
the major markets.
A-51

NOTE 8:

B.
Sale transactions (cont.)

The Group is presently not aware of any existing product of competitors
that incorporates the advantageous technological features of the Product.
However, it is possible that an alternative product with such features is
presently under development or could be fully developed in a period of
time which could adversely affect the market share of the Product.
The ultimate success of the Product in penetrating the market and
achieving market share is dependent on, among others, an investment in
significant resources and management commitment by the Licensee. The
Licensee is a large multinational company with financial and other
resources that the Group believes will be sufficient to support the launch
and commercialisation of the Product. Also, the Licensee is a current
player in the market with knowledge of the market and existing
infrastructure to support the sales of the Product. Although there are
indications that the Licensee is currently committed to invest the
necessary resources, neither the Group nor the Portfolio Company have
any control over the activities of the Licensee in respect of the Product and
actual investments in resources could be lower than expected which could
have an adverse effect on the valuation.
Due to the interrelationship of all of the above factors, it is impracticable to
identify and isolate the effects of any reasonably possible change, either
positive or negative, in any one of the significant inputs to the valuation.
However, any such changes would likely have a material impact on the
valuation with a corresponding material effect on profit or loss and equity.
6.
In February and April 2015 the Company invested in E.T.View Medical Ltd.
an additional $194 (E.T.View), and the ownership interest of the
Company in E.T.View increased to 20.75%
7.
On July 16, 2015 subsequent to the reporting period Medical invested an

additional $345 in E.T.View Medical Ltd. As a result, the total ownership
interest of the Group in E.T.View increased to 26.2%.
A-52

NOTE 8:

C.
June 30,
2015
Restricted shares
(See Note 8(b)(3))
Short-term bank
deposits
Marketable securities
NOTE 9:
December 31,
2014
2013
2012
1,554
1,253
250
1,296
223
590
2,807
1,546
223
590
TRADE AND OTHER PAYABLES

June 30,
2015
Trade payables
Employees and payroll
accruals
Accrued vacation pay
Other payable and accrued
expenses
December 31,
2014
2013
2012
21
78
228
181
195
242
231
205
331
137
328
100
301
856
185
66
759
1,370
881
675
NOTE 10: LOANS FROM THE ISRAELI CHIEF SCIENTIST

Composition of Loans from the OCS:
June 30,
2015
8.2 Loans
(see Note 13(A)(7))
Old 8.3 Loans
(see Note 13(A)(5))
Operation Loans
(see Note 13(A)(6))
December 31,
2014
2013
2012
142
515
3,140
3,145
3,892
3,079
962
1,348
921
637
4,102
4,493
4,955
4,231
A-53

NOTE 11: FINANCIAL INSTRUMENTS
A.
Financial risk management objectives and policies:

The Groups activities expose it to various financial risks such as market risk
and liquidity risk. The Group focuses on activities that reduce to a minimum any
possible adverse effect on the Groups financial performance.
Liquidity risk:
The table below presents the maturity profile of the Groups financial liabilities
based on contractual undiscounted payments:
As of June 30, 2015:
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
>5
years
749
749
Loans from Chief

Scientist(*)
558
2,124
2,066
3,559
1,327
9,634
Convertible
Debentures and
warrants
11,512
11,512
749
12,070
2,124
2,066
3,559
1,327
21,895
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
>5
years
Total
Trade and other

payables
Total
As of December 31, 2014:

Less than
one year
Trade and other
payables
Loans from Chief
Scientist(*)
Convertible
Debentures and
warrants
1,370
1,370
554
2,033
9,080
11,667
137
137
1,510
1,784
1,507
137
1,510
554
2,033
9,080
14,821
A-54

NOTE 11: FINANCIAL INSTRUMENTS (cont.)
A.
Financial risk management objectives and policies: (cont.)

Trade and other

payables
Loans from Chief
Scientist(*)
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
>5
years
881
881
673
17,931
18,604
881
673
17,931
19,485
Less than
one year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
>5
years
Total
675
675
593
15,508
16,101
675
593
15,508
16,776
Total
Trade and other

payables
Loans from Chief
Scientist(*)
( )
B.
The amounts presented represent the full liability based on the principal amounts and future
interest. As mentioned in Note 13(A)(5), the loans can be settled by surrendering the pledged
shares of the Portfolio Companies.
Fair Value:
Management believes that the carrying amount of cash, short-term restricted
deposits, short-term investments, trade receivables, trade payables and other
current liabilities approximate their fair value due to the short-term maturities of
these instruments.
A-55

NOTE 12: TAXES ON INCOME
A.
Tax rates applicable to the Group:

The Israeli corporate tax rate is 26.5% in 2014 and thereafter, and 25% in 2012
and 2013.
B.
Final tax assessments:

The Company and its subsidiaries have not received final tax assessments
since their incorporation, however, self-assessments are deemed final through
the 2010 tax year.
C.
Carry forward losses for tax purposes:

Carry forward operating tax losses of the Group total approximately $15,193 as
of June 30, 2015. There is no expiration date for the utilisation of the carry
forward losses. Deferred tax assets of approximately $1,724 relating to these
losses were recognised in the financial statements.
Deferred tax assets of approximately $2,235 relating to carry forward operating
losses were not recognised because their utilisation in the foreseeable future is
not probable.
A-56
D.
Deferred tax liabilities, net
Deferred tax expenses
Deferred tax assets:

Carryforward tax losses
Deferred revenues due to loans
from OCS
Employee benefits
Other
Deferred tax liabilities:

Investment in Portfolio Companies
at fair value
Loans from OCS
Long term investment
Deferred taxes:
NOTE 12: TAXES ON INCOME (cont.)
2,672
2,705
A-57
14,102
1,180
22
163
911
12
58
16,145
1,307
16,774
18,850
1,724
13,542
3,010
222
2014
15,185
3,288
377
June 30,
2015
13,032
3,163
1,275
22
25
1,841
16,195
12,743
3,452
2013
December 31,
6,846
1,937
913
16
41
967
8,783
5,868
2,915
2012
Statements of financial position
2,043
(33)
269
10
105
(417)
2,076
1,643
278
155
2015
2,360
(945)
(430)
5
(43)
(478)
1,415
1,335
(96)
176
Unaudited
2014
Six months
ended June 30,
1,075
496
95
(133)
534
579
799
(442)
222
2014
6,186
(1,226)
(362)
(6)
16
(874)
7,412
6,875
537
2013
Year ended
December 31,
Statements of profit or loss
2012
2,540
(52)
325
(7)
(1)
(369)
2,592
2,055
537


D.
Deferred taxes: (cont.)

The deferred taxes are reflected in the statement of financial position as follows:
Non-current liabilities
December 31,
June 30,
2015
2014
2013
2012
16,145
14,102
13,032
6,846
The deferred taxes are computed at the tax rate of 26.5% based on the tax rates
that are expected to apply upon realisation.
E.
Taxes on income included in profit or loss:

Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
Deferred taxes (see also
Note 12(D) above)
2,043
2,360
1,075
5,774
2,540
412
(64)
102
280
1,979
2,360
1,355
6,186
2,642
Adjustment of deferred tax

balances following a
change in tax rates
Taxes in respect of
previous years
Current tax expenses
A-58

F.
Theoretical tax:
The reconciliation between the tax expense, assuming that all the income,
expenses, gains and losses in profit or loss were taxed at the statutory tax rate
and the taxes on income recorded in profit or loss is as follows:
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
22,909
8,610
25%
25%
5,727
2,153
115
160
105
(125)
109
(49)
Unaudited
Income (loss) before
taxes on income
Statutory tax rate
Tax computed at the
statutory tax rate
taxes on income
resulting from the
following:
Non-deductible
expenses for tax
purposes
Groups share of losses
of companies
accounted for at
equity
Exempt income
Unrecognised
temporary differences
Increase in
unrecognised tax
losses
Adjustment of deferred
tax balances
following a changes
in tax rates
Utilisation of previously
unrecognised tax
losses
Differences in
measurement basis
Taxes in respect of
previous years
Other
Taxes on income
5,329
7,068
(2,855)
26.5%
26.5%
26.5%
1,412
1,873
244
205
635
34
(190)
(17)
(53)
232
168
352
120
903
52
412
(173)
(74)
11
(189)
(33)
(64)
282
204
342
146
102
148
2,360
1,355
6,186
2,642
1,979
A-59
(757)

NOTE 13: COMMITMENTS, PLEDGES AND CONTINGENT LIABILITIES
A.
Medical and Agtech Incubators operating under the OCS Regulations:

1.
The Israeli Research and Development Law

The OCS is responsible for implementing the Israeli governments policy of
encouraging and supporting industrial research and development in Israel
through the R&D Law. Any entity receiving funding from the OCS is subject
to the Israeli Law for Encouragement of Industrial Research and
Development, 5744-1984 (the R&D Law).
The OCS provides a variety of support programmes within the framework
of directives issued by the Director-General of the Israeli Ministry of
Economy. Under the R&D Law, R&D projects that meet certain specified
criteria and are approved by the OCS designated committee are eligible for
grants.
In most of the OCS sponsored programmes the recipient company repays
the grants through royalty payments from revenues generated by the sale
of products and/or services developed in the framework of the approved
R&D programme. Royalties are payable to the OCS in order to cover the
amount of the grant, and are repaid with interest at the LIBOR rate, as
prescribed under the R&D Law.
The R&D Law places strict constraints on the transfer of know-how and/or
manufacturing rights, and all such transfers are subject to the absolute
discretion of an OCS designated committee. Any such transfers require
prior written approval of such committee and may entail additional
payment at the discretion of the OCS.
2.
Incubator Activity Under New Directive No. 8.3

The key material provisions of New Directive 8.3 are as follows:
Government funding is granted directly to the Portfolio Companies and not
as a loan to the Incubators (as with Old Directive 8.3) in an amount equal
to 85% of the approved budget.
The Incubators are required to invest the supplementary funding (15% of
the approved budget), in the Project Company in exchange for shares in
the Project Companies.
Repayment of the grants by the Portfolio Companies is through royalties
from sales of the Portfolio Companies, according to the R&D Law and the
related regulations (see Note 13(A)(1)).
A-60

NOTE 13: COMMITMENTS, PLEDGES AND CONTINGENT LIABILITIES (cont.)
A.

(cont.)
2.
Incubator Activity Under New Directive No. 8.3 (cont.)

Typically, the approved budget per new Project Company that operates in
the Incubator programme is approximately NIS 2,000 (approximately
$515). Project Companies in Agtech, a Peripheral Incubator, and Medical,
an Incubator that focuses on medical device projects, are entitled to higher
budgets of approximately NIS 2,500 (approximately $640).
The Incubators are obligated to fund the fixed operating costs of each
Incubator in an amount of approximately $330 per year (see Note 13(A)(7)
below).
In exchange for its investment, for the funds brought by the Incubator from
the OCS, and for support, the incubators can receive up to 50% equity in
a Project Company, (and up to 85% for a Project Company based on a
technology licensed from a research institution).
3.
Incubator Obligations and Rights Related to Portfolio Companies

under Old Directive No. 8.3
Under Old Directive 8.3, the OCS provided the Trendlines Incubators with
a loan of up to 85% of the approved budget per Portfolio Company (the
government funding) for investment in each Portfolio Company.
In addition, the Trendlines Incubators invested the 15% supplementary
funding in each Portfolio Company.
In exchange for the government funding and for financing the Portfolio
Companies, the Trendlines Incubators received 25% 65% of the share
capital of each Portfolio Company.
Additionally, in exchange for financing the overhead operation expenses of
the Trendlines Incubators, the Trendlines Incubators received up to 5% of
the shares of each Portfolio Company admitted into the Incubator
(Operating Shares).
The OCS has a first lien over 50% of these operating shares as security for
the operations loans received by Agtech (see Note 13(A)(6) below).
A-61

A.

(cont.)
4.
Return of OCS Loans for Project Companies by Trendlines Incubators

Under Old Directive 8.3
The terms of the loans which were granted to the Trendlines Incubators for
Portfolio Companies according to the Old Directive 8.3 are:
(a)
Upon sale of shares of a Portfolio Company, the Incubator

Companies will repay the State of Israel the lower of 25% of the
consideration received or the balance of the loan for the Portfolio
Company.
(b)
Upon receipt of dividends from Portfolio Companies, the Incubator

Companies will repay the State of Israel the lower of 25% of the
dividend or the balance of the loan for the Portfolio Company.
(c)
The Incubator Companies shall repay the loan plus interest as set out
by the Adjudication of Interest and Linkage Law 1961 four years
following the end of the incubator period of the Portfolio Company
(Repayment Date), except for the following:
1.
A loan Repayment Date may be extended annually by an

additional year, to the later of (1) December 31, 2014 or (2) eight
years following the end of the incubator period of the Portfolio
Company.
2.
In consideration for prolonging the Repayment Dates of loans

when their Repayment Dates are up to December 31 of a certain
year, the Incubator Companies shall pay the State of Israel, until
March 1 of the following year, 1% of the balance of those loans,
but not to exceed NIS 200 (approximately $55) linked to the
Consumer Price of July 2011.
In the event that the loans are not repaid as mentioned above, the OCS will
have the right to exercise the lien on the pledged shares of the Portfolio
Company in order to settle the balance of the Government Funding for the
Portfolio Company (see Note 13(A)(7) below).
A-62

A.

(cont.)
5.
Return of Loans for Incubator Operations Under Directive 8.3

Agtech, which is situated in a national priority region, benefits from its
status of Peripheral Incubator. For the purpose of operating the incubator,
Agtech is entitled to a loan for each year of activity in an amount not to
exceed approximately $176.
The Operations Loans will be returned to the State as follows:
(a)
Operations Loans that were granted under New Directive 8.3

Agtech will repay 25% of the proceeds from the sale of shares of a
Portfolio Company, until the Operations Loan is repaid in full,
including interest.
(b)
Operations Loans that were granted under Old Directive 8.3 Agtech
will repay the loans to the OCS upon the earlier of the following dates:
1.
After seven years from the start of the agreement period (i.e.,
September 1, 2014).
2.
Upon the sale of shares of a Portfolio Company that was

established during the agreement period, Agtech will repay the
Operations Loan from proceeds from the sale of the Operating
Shares of such sale, until full repayment of the Operations Loan,
including interest.
3.
In the case where Agtech does not return the Operations Loan
within the period specified by the State, the State may exercise
its lien on the Operating Shares to receive shares in the project
company. See Note 13(A)(7) for description of the liens.
A-63

A.

(cont.)
6.
7.
Pledges and Liens According to Directive 8.3

a.
In the framework of the Incubator Programme, the Trendlines

Incubators are obligated to fund annual operating expenses of
approximately $330 for each incubator. In order to secure this
commitment, the Trendlines Incubators provided a bank guarantee
for the benefit of the State of Israel in an amount equal to 100% of the
investment amount (approximately $330) in Medical and 51%
(approximately $168) of the investment amount in Agtech. This
guarantee is in effect until the end of the three months following the
termination of the agreement.
b.
As security for the government funding, the Portfolio Companies, and

the fixed expenses for operation of Agtech under Old Directive 8.3,
the State of Israel has first lien over the shares in the Portfolio
Companies held by the Trendlines Incubators. This lien does not
include the supplementary funding shares held by the Trendlines
Incubators, 50% of the operational shares held by Agtech and 100%
of the Medical operational shares. Accordingly, in the case where the
investment in a Portfolio Company is written-off, the Government
Funding for the Portfolio Company will be written-off as well and the
pledged shares of the Portfolio Company will be available to the State
of Israel.
Incubator Activity Under Directive No. 8.2

The Trendlines Incubators functioned as non-profit entities until August 31,
2007. Under Directive 8.2 the OCS committed a grant of up to 100% of the
approved budgetary finance for the operation of each Incubator.
In the event that the Incubator sells its shares in the Project Companies
(admitted under Directive 8.2), the Incubator will refund 25% of its
consideration from the sale of the said Project Company shares to the
Israeli government, not to exceed the amount of the Israeli government
Grant for each Incubator.
The balance of the proceeds of the sale must be invested in the Incubator
for the purpose of increasing its operating budget, including investments in
Project Companies.
As of June 30, 2015 there are three active Project Companies in Medical
and one active Project Company in Agtech that were admitted under
Directive 8.2.
A-64

B.
Operating lease agreements:

The Company and the Incubators lease their premises for various periods, the
latest of which ends in 2018.
The total lease costs amounted to approximately$180 for the six months ended
June 30, 2015 and $380, $394, and $184 for the years ended December 31,
2014, 2013 and 2012, respectively.
The future minimum lease payments as of June 30, 2015, are as follows:
First year
$302
Second year
125
Third year
125
Fourth year
114
$666
To secure the Companys and the Incubators lease commitments:
C.
a.
Agtech pledged 75 of its ordinary shares of Levgum Ltd., a Portfolio

Company.
b.
Trendlines signed bank guarantees in the amount of $107. The guarantees

expire in 2015.
Other agreements:
The Company holds 50% in Maryland Israel/Trendlines Fund GP LLC (GP),
which is the general partner of Maryland Israel/Trendlines Fund LP (MITF), a
venture capital fund of approximately $4,300 of committed capital raised from
various limited partners. The GP is entitled to receive 20% of MITFs net profit,
to be paid only after the limited partners capital is paid back by way of
distributions by MITF to its limited partners. To date, MITF has not yet made
distributions.
As part of MITFs formation in 2011, the Company entered into a full
sponsorship and management agreement with the GP according to which the
GP assigned it rights to management fees in the amount of 2% of the aggregate
capital commitments to the Company.
The total management fees amounted to approximately$22 for the six months
ended June 30, 2015 and $86, $87 and $104 for the years ended December 31,
2014, 2013 and 2012, respectively.
A-65

NOTE 14: EQUITY
A.
Composition of Equity:
June 30, 2015
Authorised
Issued
December 31, 2014

Authorised
Issued
Number of shares
Ordinary shares
NIS 0.01 par value
100,000,000
44,414,042 100,000,000
December 31, 2013

Authorised
Issued
39,742,452
December 31, 2012

Authorised
Issued
Number of shares
Ordinary shares
NIS 0.01 par value
B.
100,000,000
37,941,958 100,000,000
34,127,830
In 2012, the Company issued 1,663,442 Ordinary shares in consideration of

$2,142 (net of issuance expenses of approximately $60).
In 2013 the Company issued 3,300,216 Ordinary shares in consideration of
$4,349 (net of issuance expenses of approximately $82).
In 2014 the Company received $1,398 (net of issuance expenses of
approximately $34), as receipts on account of shares. In 2015, the Company
issued 950,068 Ordinary shares in consideration of the above mentioned
receipts.
During the six months period ended June 30, 2015, the Company issued
1,392,378 Ordinary shares to new and existing investors in a total consideration
of $2,118 (net of issuance expenses of approximately $72). In addition, the
Company issued 12,430 warrants as issue expenses to an advisor, which were
exercised to 12,430 Ordinary shares immediately.
Following a dividend distribution in February 2015 and a change in the
Debenture conditions, as further described in Note 16, several Debenture
holders decided to convert their Debentures into Ordinary shares of the
Company and other Debenture holders decided to receive cash as a repayment
for part of the Debentures. As a result, Debentures with a par value of CND $862
(approximately $690) were converted into 506,050 Ordinary shares of the
Company and an amount of approximately CND $146 (approximately $117) was
paid or expected to be repaid by the Company to the Debentures holders.
A-66

NOTE 14: EQUITY (cont.)
In June 2015, the Company signed an agreement with the non-controlling
shareholders of Trendlines Agtech (Share Exchange Agreement), following
which, the Company purchased substantially all of the shares held by the
Trendlines Agtech non-controlling (excluding shares, representing 4% of
Agtechs total Ordinary shares, held by an employee share trust on behalf of 4
employees), in exchange for 1,810,664 Ordinary shares of the Company.
In addition subject to the consummation of an initial public offering (an IPO),
within a period of 12 months from the date of the Share Exchange Agreement
and the fulfilment of certain other conditions (the Other Conditions), the
Company shall purchase all of the shares held by the employee share trust in
exchange for 327,886 Ordinary shares of the Company. The Other Conditions
include obtaining a tax ruling from the Israeli Tax Authority.
In the event the Other Conditions are not satisfied upon the occurrence of an
IPO, the Share Exchange shall occur as soon as practicable thereafter,
provided that if the Other Conditions are not satisfied within 6 months following
the occurrence of the IPO, the Employee Share Exchange Agreement will
automatically terminate. In the event the Share Exchange has not been
consummated prior to the lapse of 12 months from the date of the Employee
Share Exchange Agreement, the parties shall discuss the extension of said 12
month period by an additional 12 month period.
A-67

C.
Movement in share capital:

Issued and outstanding shares:
Number of
shares
Balance at January 1, 2012
32,464,388
Issue of shares
1,663,442
Balance at December 31, 2012

Issue of shares
34,127,830
3,300,216
Exercise of warrants
495,564
Exercise of employees options
18,348
37,941,958
Number of
shares
Balance at January 1, 2014
37,941,958
26,274
Exercise of employees options

Conversion of convertible debentures
Issuance of shares
1,307,556
466,664
39,742,452
2,342,446
12,430
Acquisition of non-controlling interest by issuance of shares

Conversion of convertible debentures
Balance at June 30, 2015
1,810,664
506,050
44,414,042
A-68

D.
Warrants:
As of June 30, 2015, the Company has 960,228 warrants outstanding:
1.
585,446 of these warrants are part of a Put/Call Agreement (Agreement)

signed in July 2007 between the Company and certain shareholders of a
Subsidiary. According to the Agreement, certain shareholders of a
Subsidiary holding together 169 shares of the Subsidiary have an option to
sell their shares to the Company at any time (Put option) in exchange for
585,446 Ordinary shares of the Company. In addition, according to the
Agreement, under certain circumstances as defined in the Agreement, the
Company has a right to call for those 169 shares of the Subsidiary (Call
option) and purchase them in exchange for 585,446 Ordinary shares of the
Company.
2.
A grant, for no consideration, of a warrant to purchase 46,896 Ordinary

shares of the Company to Tmura, the Israeli public service venture fund
(a not-for-profit organisation which receives donations of equity from
Israeli companies), at an exercise price of $1.476 per share. This warrant
may be exercised, in whole or in part, at any time during the period ending
3 years from the date of grant (June 2, 2014).
The grant date fair value of the warrant in the amount of $22 was
determined using the binomial option pricing model.
The Company recorded share-based payment expense in the amount of
$4 for the six months ended June 30, 2015.
3.
327,886 of these warrants are part of the Share exchange agreement as

described in Note 14(b).
4.
Following the issuance of shares to new and existing investors during

2014, as further described in Note 14(b) above, on October 27, 2014, the
Company granted the private placement agent 6,767 compensation
warrants (October 2014 Compensation Warrants). Each of the October
2014 Compensation Warrants is exercisable only once to acquire one (1)
Share at a price of US$1.50 per share until October 27, 2016.
A-69

E.
On September 19, 2014, the Companys board of directors approved the

purchase of 999 shares of Medical in consideration for $55 from a noncontrolling shareholder. As a result of the purchase, the Company holds 100%
in Medical.
F.
Capital management:
The Companys objectives for managing capital are:
To preserve the Groups ability to ensure business continuity thereby

creating a return for the shareholders, investors and other interested
parties.
To maintain risk-free financial leverage.
NOTE 15: SHARE-BASED PAYMENT

A.
Expenses recognised in the financial statements:

The expense in respect of equity-settled share-based payment plans
recognised in the financial statements is shown in the following table:
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
administrative
expenses
R&D expenses
816
698
2,241
209
411
31
13
82
74
176
847
711
2,323
283
587
A-70

NOTE 15: SHARE-BASED PAYMENT (cont.)
B.
Employees Stock Option Plan:

In 2011 the Company adopted the Trendlines Group Ltd. 2011 Global Incentive
Option Plan (the 2011 Plan).
Under the 2011 Plan, options may be granted to the Groups officers, directors,
employees and consultants. The number of shares of Ordinary shares
authorised for issuance under the 2011 Plan amounted to 2,920,792. Any
options that are cancelled or forfeited before expiration become available for
future grants.
As of June 30, 2015, 354,692 shares are available for future grant.
Under the 2011 Plan, the grantee may exercise its options to acquire Ordinary
shares at an exercise price as determined by the board of directors at the grant
date.
Options generally vest on a monthly basis over a period of between 33 and 44
months (vesting period) from the commencement date as determined in each
grant. The term of the options is ten (10) years.
The fair value for options granted during 2014 was estimated using the binomial
option pricing model with the following assumptions:
Dividend yield (%)
Expected volatility of the share prices (%)
45
Risk-free interest rate (%)
0.10 1.53
Expected life of share options (years)
10
Based on the above inputs, the fair value of these options was determined at
$1,768 at the grant date.
A-71

C.
On January 6, 2014, the Companys board of directors approved an increase in

the number of the Ordinary shares reserved under the 2011 plan by 217,335
Ordinary shares, such that the aggregate number of Ordinary shares reserved
for issuance under the 2011 Plan shall be 3,138,127 (see also Note 15(e)(1)).
In addition, on January 6, 2014, the Companys board of directors approved a
grant of 437,877 options to purchase Ordinary shares of the Company to three
employees of the Company at an exercise price of $1.09. The options vest over
a period of 3 years on a monthly basis.
The grant date fair value of the options in the amount of $363 was determined
using the binomial option pricing model.
The Company recorded share-based payment expense in the amount of $36 for
the six months ended June 30, 2015.
D.
In March 2014, two officers of the Company exercised 1,307,556 options into
1,307,556 Ordinary shares of the Company for a total consideration of
approximately $3.
E.
On June 2, 2014, the Companys board of directors approved the following

grant:
1.
An increase in the number of the Ordinary shares reserved under the

Companys 2011 Plan by 5,156,869 Ordinary shares, such that the
aggregate number of Ordinary shares reserved for issuance under the
2011 Plan (following all previous exercises of options) shall be 6,987,440.
2.
A grant of 4,863,800 options to purchase Ordinary shares of the Company

to employees of the Company and the Trendlines Incubators at an exercise
price of $1.476 per share. The options vest over a period of 3 years. The
grant includes 3,318,232 options to two officers of the Company, the
Co-Chairmen and Co-Chief Executive officers, which grant was subject to
further approval of the shareholders of the Company, which approval was
obtained on July 24, 2014.
The grant date fair value of the options in the amount of $4,047 ($2,787 in
respect of the options granted to two officers of the Company) was
determined using the binomial option pricing model. The Group recorded
share-based payment expense in the amount of $811 ($606 in respect of
the options granted to two officers of the Company) for the six months
ended June 30, 2015.
A-72

F.
Movement during the Year:

The following table lists the number of share options, the weighted average
exercise prices of share options and modification in employee option plans:
June 30, 2015
Number of
options
December 31, 2014
Weighted
average
exercise
price
Number of
options
U.S dollars
Options outstanding
at beginning of year
Weighted
average
exercise
price
U.S dollars
6,694,371
1.35
2,700,250
0.5
Issuance of options
during the year
5,301,677
1.44
Options exercised
during the year
(1,307,556)
0.003
Options forfeited
during the period
(82,456)
Options outstanding
at end of year
6,611,915
1.35
6,694,371
1.35
Options exercisable
at end of year
3,186,781
1.224
2,257,429
1.224
A-73

F.
Movement during the Year: (cont.)

December 31, 2013
Number of
options
Weighted
average
exercise
price
December 31, 2012
Number of
options
U.S dollars
Options outstanding
at beginning of year
Options exercised
during the year
2,718,598
(18,348)
Weighted
average
exercise
price
U.S dollars
0.5
2,718,598
0.5
0.003
Options outstanding
at end of year
2,700,250
0.5
2,718,598
0.5
Options exercisable
at end of year
2,135,081
0.5
1,460,057
0.5
G.
The weighted average remaining contractual life for the share options
outstanding as of June 30, 2015 was 8.5 years (as of December 31, 2014 9
years; as of December 31, 2013 8 years).
H.
The range of exercise prices for share options outstanding as of June 30, 2015
and December 31, 2014, was $0.003 $1.476 (as of December 31, 2013
$0.003 $1.09).
NOTE 16: CONVERTIBLE DEBENTURES AND WARRANTS

A.
Convertible debentures
On April 30, 2014, the Company issued an aggregate of Canadian dollar
(CND) CND $2,316 (approximately $2,100) principal amount of 10%
unsecured convertible debentures (the Debentures).
The Debentures bear interest at a rate of 10% per annum which accrues daily
and is compounded on a quarterly basis (the Interest Rate).
A-74

NOTE 16: CONVERTIBLE DEBENTURES AND WARRANTS (cont.)
A.
Convertible debentures (cont.)

The Debentures and outstanding accrued interest will automatically convert into
Ordinary shares upon completion of an initial public offering (IPO) and listing
on a recognised exchange (as such term is defined in the Debentures
agreement) pursuant to which at least CND $10 million is raised on such IPO at
a conversion price equal to a 20% discount from the price of the IPO (the IPO
Price).
In the event the Group has an Exit (which, as defined in the Debentures
agreement, includes all cash distributions made to the Company and its
subsidiaries, including from share or asset sales of Portfolio Companies and all
dividends, distributions and returns of capital from Portfolio Companies), each
of the Debentures holders will be required to elect one of three options within
ten (10) Business Days of receiving the Exit Notice by providing notice of such
election to the Company: (i) convert the principal amount of debentures and
accrued interest into Ordinary shares at a share price based on the Groups net
asset value (NAV) as of December 31, 2013; (ii) receive pro rata 25% of the
cash received from the Exit as a return on part of the Debentures; (iii) retain the
Debentures (not available after the Liquidity Target Date which was
September 30, 2014). In the event the holder has not provided its election notice
to the Company within ten (10) Business Days of the date of the Exit Notice, the
holder shall be deemed to have elected the third (iii) option, provided the option
is available. If the third (iii) option is unavailable, the holder shall be deemed to
have elected the second (ii) option.
Interest accrues on the Debentures from the date of issuance of the Debentures
until the earlier of (i) the IPO; or (ii) the Liquidity Target Date. If an IPO has not
occurred on or prior to the Liquidity Target Date, the Company shall make a
payment on the Liquidity Target Date of all accrued and unpaid interest in cash.
From and after the Liquidity Target Date, interest on the outstanding Debentures
shall accrue and will be paid in cash quarterly in arrears at the Interest Rate.
In the event that no IPO occurs on or prior to the date that is 14 days prior to
April 30, 2017 (the Maturity Date), the principal amount of the Debenture shall
by increased by 10% of the then-outstanding balance of the Debentures up to
a maximum of CND $1,100 per Debenture (with a par value of CND $1,000) if
there have been no prepayments, and paid to holders thereof in cash on the
Maturity Date, together with any accrued and unpaid interest.
A-75

A.

The Debentures include a conversion component which is an embedded
derivative. The combined instrument is designated upon initial recognition at fair
value through profit and loss. After initial recognition the Company re-measures
the Debentures at fair value each period.
Upon the issuance of the Debentures, the Company recorded a liability in the
amount of $2,095. Issuance expenses in the amount of $47 were recorded in
profit or loss.
Following the sale of Inspiro Medical Ltd., as described in Note 8(b)(3), (the
First Exit), on July 9, 2014, several Debenture holders decided to convert their
Debentures into Ordinary shares of the Company. As a result, Debentures with
a par value of CND $354 (approximately $338) were converted into 239,375
Ordinary shares of the Company.
As further described in Note 8(b)(3), following the sale of OPKO shares (the
Second Exit), in August 2014, several Debenture holders decided to convert
their Debentures into Ordinary shares of the Company and other additional
Debenture holders decided to receive pro rata 25% of the cash received from
the Exit as a return on part of the Debentures. As a result, Debentures with a par
value of CND $335 (approximately $318) were converted into 227,289 Ordinary
shares of the Company and an amount of approximately CND $52
(approximately $43) was repaid by the Company to the Debentures holders.
As part of the issuance of the Debentures, the Company granted the private
placement agent and selling group members an aggregate of 117.58
compensation warrants. Each compensation warrant is exercisable to acquire
one Debenture at a purchase price equal to CND $1,000 per Debenture until
April 30, 2016.
The compensation warrants are in the scope of IFRS 2, and constitute cash
settled share based payment transaction which is measured at fair value. Upon
initial recognition, given the Debentures were designated at fair value through
profit and loss, the Company recognised the compensation warrants as
issuance expenses of the Debentures, also in profit or loss. The liability is
re-measured at each reporting date until settlement, with any changes in fair
value recognised in profit or loss. For the six months period ended June 30,
2015, the Company recorded financial income in the amount of $6.
A-76

A.

The fair value of the outstanding Debentures at June 30, 2015 is $364 (including
the fair value of the compensation warrants in the amount of $18). For the six
months period ended June 30, 2015, a gain of $216 in respect of the change in
the fair value of the Debentures and warrants was recorded in profit or loss.
In February 2015, following the Asset Purchase Agreement with the Licensee,
as further described in Note 8(b)(5), several Debenture holders decided to
convert their Debentures into Ordinary shares of the Company and other
additional Debentures holders decided to receive pro rata 25% of the cash
received from the Exit as a return on part of the Debentures. As a result,
Debentures with a par value of CND $164 (approximately $131) were converted
into 96,911 Ordinary shares of the Company and an amount of approximately
CND $66 (approximately $53) was repaid by the Company to the Debentures
holders.
Pursuant to Amendment No. 1 to the Debenture Certificates dated May 25, 2015
(Amendment No. 1), the following changes were made in the Debentures: (i)
the term recognised exchange was amended to include the Catalist Board of
the Singapore Exchange Securities Trading Limited; (ii) the indebtedness
incurred by the Company in connection with the Pre-IPO Investment was
permitted see note 16(b) below; (iii) the holders of outstanding Debentures
were afforded the right to elect, within a period of 14 days after the Company
provides notice with respect to completion of the Pre-IPO indebtness (Option
Notice), the following:
(i)
Convert the principal amount of Canadian $ Debentures and accrued

interest into ordinary shares of the Company at a share price based on the
December 31, 2013 NAV;
(ii)
Further amend the Canadian $ Debentures to the terms of the debentures

issued on the Pre-IPO Financing (the RCL);
(iii) Obtain full repayment of the Canadian $ Debentures after at least US$5M
is raised by the Company in equity and/or debt including on the Pre-IPO
Financing; or
(iv) Continue to hold the Canadian $ Debentures in accordance with their
existing terms.
A-77

A.

In June 2015, following Amendment No. 1 and the issuance of the Option
Notice, several Debentures holders decided to convert their Debentures into
Ordinary shares of the Company, other additional Debentures holders decided
to obtain full repayment of the Debenture, subject to the conditions as defined
in Amendment No. 1 and other additional Debenture holders decided to convert
their respective principal amounts and accrued interest as of the June 24, 2015
into Redeemable Convertible Loans denominated in Singapore dollars at the
same terms of the Pre-IPO Redeemable Convertible Loans and are accordingly
bound by the terms and provisions of the Pre-IPO Redeemable Convertible
Loan Agreement as of June 24, 2015. As a result, Debentures with a par value
of CND $698 (approximately $569) were converted into 409,139 Ordinary
shares of the Company, an amount of approximately CND $81 (approximately
$65) were classified as Payables and are expected to be paid, subject to the
conditions as defined in Amendment No. 1 and an amount of approximately
CND $177 (approximately $142) were converted into Redeemable Convertible
Loans in Singapore dollars.
B.
Pre-IPO Redeemable convertible loans (RCL)

In June 2015, the Company raised an aggregate amount of Singapore Dollar
(SGD) $13,700,000 from the issuance of redeemable convertible loans
(RCL) to certain Pre-IPO investors, based on the terms and conditions set out
in the Redeemable Convertible Loan Agreement executed with them (RCL
Agreement).
The proceeds from the RCL are intended to be used for investments, activities
related to supporting portfolio companies and general working capital purposes.
The RCL will be automatically converted in connection with the initial public
offering of the Company on the Catalist Board (Catalist) of the Singapore
Exchange Securities Trading Limited (SGX-ST) or other recognised securities
exchange agreed between the Company and the lenders who hold the majority
of the RCL (the Listing) based on the following price per share: (i) if the Listing
occurs prior to the lapse of one (1) year from the issuance of the RCL at a 35%
discount to the Listing price (and if the NAV of the Group is lower than
US$57,611,000 at a 40% discount), subject to a maximum post-IPO valuation
of SGD $168 million; (ii) if the Listing occurs following the lapse of one (1) year
from the issuance of the RCL at a 40% discount to the Listing price (and if the
NAV of the Group is lower than US$57,611,000 at a 40% discount), subject to
a maximum post-IPO valuation of S$168 million.
A-78

B.
Pre-IPO Redeemable convertible loans (RCL) (cont.)

If the RCL are not converted and the Company undertakes a trade sale through
a merger or acquisition in consideration for cash only, the Company shall
redeem the RCL, with a premium of an additional amount according to the
formula set forth in the RCL Agreement.
The outstanding RCL shall be payable in one lump sum following 24 months
after their issuance, subject to earlier repayment rights of the lenders in
connection with default events (as defined in the RCL Agreement). In addition,
the RCL are subject to early repayment if within 12 months from the date of
issuance of the RCL, the following conditions have not been satisfied: (i) the
Company has submitted the pre-admission notification in relation to the
Companys proposed listing on Catalist to the SGX-ST and (ii) PrimePartners
Corporate Finance Pte. Ltd. remains mandated as the full sponsor and
placement agent in relation to the Companys proposed listing on Catalist.
The parties can agree on conversion instead of repayment in cash, at a price
per share of US$1.866.
Repayment in cash of the RCL will be together with 8% annual interest (or 10%
if the NAV of the Group is lower than US$57,611,000).
The Company may not make an early repayment.
In the event that (i) the Listing does not take place by December 31, 2015, and
(ii) the Group has an Exit (including sale of portfolio companies) on or after
December 31, 2015, any lender shall have the right to request repayment. The
total amount available for such repayment shall be determined by the Company,
in its sole discretion, provided that such amount is at least 25% of the proceeds
generated from the Exit (including dividends from portfolio companies, but less
all sums due or payable to the OCS and any and all fees, expenses and taxes
paid or to be paid by the Company in respect to the Exit).
The RCL include a conversion component which is an embedded derivative.
The combined instrument is designated upon initial recognition at fair value
through profit and loss. After initial recognition the Company re-measures the
RCL at fair value each period.
Upon the issuance of the RCL at the end of June 2015, the Company recorded
a liability in the amount of $10,322. Issuance expenses in the amount of $507
were recorded in profit or loss.
A-79

NOTE 17: SELECTED STATEMENTS OF OPERATIONS DATA
A.
Operating general and administrative expenses

Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
expenses (including
2,154
2,164
5,196
2,410
2,313
53
25
30
94
104
202
134
469
688
369
1,540
288
200
352
393
240
Communications and
offices
98
154
289
245
228
Vehicle maintenance
108
112
222
204
197
Travel abroad
19
133
248
203
181
Depreciation
53
53
120
26
21
177
129
619
416
293
3,152
3,104
9,085
4,679
3,946
262
242
551
694
698
20
294
462
581
278
37
52
171
145
284
573
1,065
1,446
1,121
202
252
284
573
1,065
1,244
869
Professional services
Rent and maintenance
Aborted IPO costs
Consulting
Miscellaneous
B.
R&D expenses, net

expenses (including
Subcontractors and
materials
Others
Less OCS grants
A-80

NOTE 17: SELECTED STATEMENTS OF OPERATIONS DATA (cont.)
C.
Financial expenses
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
Interest and revaluation of
convertible debentures
and warrants
Debenture issuance
expenses
Commissions and interest,
net
Interest and revaluation
expense (income) on
loans from the OCS
(216)
23
194
507
19
11
173
155
35
389
332
405
117
253
21
136
239
52
82
812
938
560
204
(249)
Short term loans

Exchange rate differences,
net
D.
Financial income
Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
Interest on deposits and
loans
Gain from long and shortterm deposit
Exchange rate
differences, net
23
687
155
17
33
184
710
160
201
33
A-81
(358)
1,836
43,000
For the computation

of diluted net
earnings
3,983
4,341
41,164
41,880
3,057
38,822
5,442
49
5,393
U.S in
thousands
In
thousands
In
thousands
U.S in
thousands
Net income
attributable
Weighted
to equity
number of
holders of
shares
the Company
Unaudited
2014
Net income
(loss)
attributable
Weighted
to equity
number of
holders of
shares
the Company
2015
Six months ended June 30,
A-82
39,494
39,494
In
thousands
(2,814)
(2,814)
U.S in
thousands
Net loss
attributable
Weighted
to equity
number of
holders of
shares
the Company
2014
39,729
2,366
37,363
In
thousands
15,861
(94)
15,955
U.S in
thousands
Net income
(loss)
attributable
Weighted
to equity
number of
holders of
shares
the Company
2013
Year ended December 31,
Details of the number of shares and income used in the computation of earnings per share:
For the computation

of basic net
earnings
Effect of potential
dilutive Ordinary
shares
A.
NOTE 18: NET EARNINGS (LOSS) PER SHARE
35,964
2,442
33,522
In
thousands
5,580
(247)
5,827
U.S in
thousands
Net income
(loss)
attributable
Weighted
to equity
number of
holders of
shares
the Company
2012


NOTE 18: NET EARNINGS (LOSS) PER SHARE (cont.)
B.
To compute diluted net earnings per share for the year 2014 and 2013,
6,694,371 and nil options to employees under share-based payment plan and
warrants, respectively, have not been taken into account since their conversion
increases the basic earnings per share or decreases the basic loss per share
(anti-dilutive effect).
NOTE 19: RELATED PARTIES TRANSACTIONS

A.
Balances and transactions:

1.
The following table summarises balances with related parties in the

consolidated statements of financial position:
June 30, 2015
Portfolio
Companies
December 31, 2014
Portfolio
Associates Companies
Associates
Trade receivables
108
78
Short-term loans
302
246
December 31, 2013

Portfolio
Companies
December 31, 2012
Portfolio
Associates Companies
Associates
Trade receivables
22
80
Short-term loans
760
491
107
A-83
2.
(29)
4,433
(64)
177
3,601
(37)
223
4,027
Portfolio
Companies
(33)
267
Associates
and other
related
parties
2012
A-84
The Group rendered services to Associate companies, which include rent, local taxes, receptionist services, communications
services, utilities, computer system, office insurance and chairmanship.
83
Portfolio
Companies
Associates
and other
related
parties
2013
4.
(31)
2,282
Portfolio
Companies
Associates
and other
related
parties
2014
In September 2012, Medical sold 19,900 of its shares in LapSpace Ltd. (LapSpace) to a related party in consideration of
approximately $100. No profit or loss was recognised.
65
Portfolio
Companies
Associates
and other
related
parties
Unaudited
2014
Year ended December 31,
3.
Operating general and

2,225
Portfolio
Companies
Associates
and other
related
parties
2015
Six months ended June 30,
The following table summarises the transactions with related parties in the consolidated statements of profit or loss and other
comprehensive income:
Balances and transactions: (cont.)
Income from services to

Portfolio Companies
Other income
A.
NOTE 19: RELATED PARTIES TRANSACTIONS (cont.)


NOTE 19: RELATED PARTIES TRANSACTIONS (cont.)
B.
Compensation of key management personnel of the Group:

Six months ended
June 30,
2015
2014
Year ended
December 31,
2014
2013
2012
Unaudited
expenses
709
793
1,618
1,504
1,350
Share based payment
773
45
1,735
210
523
1,482
838
3,353
1,714
1,873
NOTE 20: SUBSEQUENT EVENTS

On October 19, 2015, the Board of Directors resolved the following:
1.
To approve the draft preliminary offer document (the Preliminary Offer

Document) to be dated on or about October 26, 2015, to be issued by the
Company in connection with the Companys proposed initial public offering by
way of Placement in Singapore of issued Ordinary Shares in the capital of the
Company (the Placement) with a view to listing of the Companys Shares on
the Official List of Catalist (the Catalist) of the Singapore Exchange Securities
Trading Limited (the SGX-ST) (the Proposed Listing).
2.
Subject to the approval of the Shareholders at the Special General Meeting of

Shareholders, to approve the increase of the Companys authorized (registered)
capital from NIS 1,000,000 to NIS 10,000,000. Following such increase, the
authorized share capital of the Company shall be as follows: NIS 10,000,000
divided into 1,000,000,000 Ordinary shares with a par value of NIS 0.01 per
share (the Share Increase).
3.
Subject to and effective following the approval of the Share Increase as set forth
above and immediately prior to registration of the Final Offer Document, to
approve and authorize in principle, the allotment and issuance of Ordinary
shares of the Company as bonus shares to the current Shareholders of the
Company (without consideration paid by the Shareholders) (the Bonus
Shares), credited as fully paid-up, in such aggregate number of Shares and at
such ratio (Bonus Shares Issuance Ratio), to be concluded by the
Co-Chairmen and Co-Chief Executive Officers together with the placement
agent.
A-85

NOTE 20: SUBSEQUENT EVENTS (cont.)
Further resolved, that the allotment and issuance of the exact number of Bonus
Shares to the Companys existing Shareholders shall be brought before the
Board for its final approval.
4.
Subject to the approval of the Shareholders at the Special General Meeting of

Shareholders, to approve and adopt the 2015 Global Share Option Plan (the
2015 Plan) and the Sub-Plan for grantees subject to Israeli Taxation (the 2015
Israeli Sub-Plan), effective immediately prior to the Proposed Listing. Under
the 2015 Plan, options may be granted to the Groups officers, directors and
employees.
Further resolved, that, effective immediately prior to the Proposed Listing,
subject to and contingent upon Shareholders Approval being obtained, no new
options shall be granted under the 2011 Plan, and no additional Ordinary shares
shall be reserved for issuance under the 2011 Plan.
5.
Subject to and effective following the approval of the Shareholders at the

Special General Meeting of Shareholders, to approve and authorize the entry
into and execution by the Company of a new employment agreement effective
as of the date of the Proposed Listing, between the Company and each of Mr.
Dollinger and Mr. Rhodes, the Chairmen and Chief Executive Officers (each the
Executive or collectively: the Executives). The term of the Executives
employment shall continue for a period of three years from the date of the
Proposed Listing (Initial Term), provided however, that each of the parties shall
be entitled to bring the Executives employment to an end, at any time, including
during the Initial Term, for any reason by providing a written notice 6 months
prior to the termination of the Employment Agreement. Upon termination of
Executives employment by the Company other than in circumstances of
Termination for Cause or upon resignation of the Executive for Good Reason (as
set forth in the Employment Agreement), the Executive shall be entitled (in
addition to the prior notice and any statutory payment) to receive from the
Company a termination adjustment payment equal to an amount representing
his then current monthly Salary multiplied by 6. After the Initial Term, the
Executives employment shall be automatically renewed for successive 12
month periods under the same terms of employment, unless terminated in
accordance with the terms contained in the Employment Agreement. Under the
terms of the respective Employment Agreements (which are identical), each of
the Executives is entitled to a gross monthly salary of NIS 85,500, or
approximately $22.5 (Salary), an increase of approximately $8.5 in relation to
the current salary, as well as an annual bonus in accordance with the provisions
of the compensation policy (as shall be adopted and determined, from time to
time, by the Companys Remuneration Committee).
A-86
APPENDIX B COMPARISON BETWEEN SINGAPORE COMPANIES LAW

AND ISRAELI COMPANIES LAW
The following table sets forth a summary of certain differences between the provisions of the
corporate laws of Israel applicable to our Company (namely, under the Israeli Companies Law,
5759-1999 (Law) and the Companies Ordinance [New Version], 5743-1983 of Israel
(Ordinance)) and the laws applicable to Singapore incorporated companies (namely, under the
Singapore Companies Act and the Singapore Code of Corporate Governance 2012 (COCG
2012)), respectively, and their shareholders. The summaries below are not to be regarded as
advice on Israeli corporate law, including under the Law and Ordinance, or the differences
between these laws and the laws of any jurisdiction, including, without limitation, the Singapore
Companies Act. The summaries below do not purport to be a comprehensive description of all of
the rights and privileges of shareholders conferred by the Law and the Ordinance as compared to
the Singapore Companies Act that may be relevant to prospective investors. In addition,
prospective investors should also note that the laws/rules/regulations/guidelines applicable to
Israeli incorporated companies or Singapore incorporated companies, as applicable, may change,
whether as a result of proposed legislative reforms to the Law, Ordinance or Singapore
Companies Act or otherwise. The summaries below do not describe the regulations and
requirements prescribed by the Listing Manual of the SGX-ST.
Any person wishing to have a detailed summary of Israeli corporate law or advice on the
differences between it and the laws of any jurisdiction with which he is more familiar (including,
without limitation, Singapore law), is strongly advised to seek independent legal advice.
Israeli Companies Law/Ordinance
1.
Singapore Companies Law
DIRECTORS POWER TO VOTE ON A PROPOSAL, ARRANGEMENT OR CONTRACT IN

WHICH HE IS INTERESTED; CONFLICTS OF INTEREST AND OTHER TRANSACTIONS
WITH DIRECTORS
1.1 Directors disclosure of interest in contracts with the Company

Section 269 of the Law
Section 156 of the Singapore Companies Act
If an office holder (which includes a director) of

the company knows that he has a personal
interest in an existing or proposed transaction
of the company, then without delay and not
later than the board of directors meeting at
which the transaction is first discussed he
must disclose to the company the nature of his
personal interest, including any material fact or
document (such office holder is not required to
disclose the personal interest of his relative in a
transaction which is not an extraordinary
transaction as such term is defined in the
Law).
The Singapore Companies Act provides that,

where a director of a company is in any way,
whether directly or indirectly, interested in a
transaction or proposed transaction with that
company, such a director shall, as soon as
practicable after the relevant facts have come
to his knowledge, declare the nature of his
interest at a meeting of directors of the
company. For these purposes, an interest of a
member of a directors family (which includes
his spouse, natural, step or adopted children) is
treated as an interest of that director.
The term personal interest is defined under

the Law as a personal interest of any person in
an act or transaction of a company, including a
personal interest of such persons relative or of
a corporate body in which such person or a
relative of such person holds 5% or more of the
share capital or voting rights, serves as a
director or general manager or in which he or
she has the right to appoint at least one director
The Singapore Companies Act also provides

that every director of a company who holds any
office or possesses any property whereby
whether directly or indirectly duties or interests
might be created in conflict with his duties or
interests as director shall declare at a meeting
of the directors of the company the fact and the
nature, character and extent of the conflict. For
this purpose, an interest of a member of a
directors family (which includes his spouse,
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or the general manager, but excluding a

personal interest stemming from ones
ownership of shares in the company. A personal
interest, furthermore, includes the personal
interest of a person for whom the office holder
holds a voting proxy or the personal interest of
the office holder with respect to his vote on
behalf of a person for whom he holds a proxy
even if such shareholder has no personal
interest in the matter.
natural, step or adopted children) shall be

treated as an interest of the director.
The term relative is defined under the Law as

a spouse, sibling, parent, grandparent or
descendant; spouses sibling, parent or
descendant; and the spouse of each of the
foregoing persons.
The term office holder is defined under the
Law as (i) a director; (ii) general manager (chief
executive officer); (iii) a chief business
manager; (iv) a vice general manager; (v) a
deputy general manager; (vi) any other person
who holds a similar position regardless of that
persons title; and (vii) any other manager
directly subordinate to the general manager
(chief executive officer).
1.2 Directors fiduciary duties
Sections 252, 253 and 254 of the Law
An office holder owes a duty of care and a duty
of loyalty to the company, as provided in the
Law.
An office holder owes a duty of loyalty to the
company, and must act in good faith and in the
best interests (Letovat Hachevra) of the
company, including by refraining from any
conflict of interest between the performance of
his duties in the company and the performance
of his other duties or his personal affairs;
refraining from any activity that is competitive
with the companys business; and refraining
from taking advantage of any business
opportunity of the company in order to obtain a
personal gain for himself or others; disclosing
to the company any information or documents
relating to the companys affairs which the
office holder received by virtue of his position
as an office holder.
Every director by virtue of his office occupies a

fiduciary position with respect to the company.
A director is not permitted to place himself in a
situation where his interests conflict with his
duty.
Duties are imposed upon any person who
becomes a director of a company and breaches
of these duties may lead to criminal or civil
liabilities. Such duties are governed by statute
and common law.
Such duties include (without limitation) duties of
care and skill and duties to act in good faith in
the best interests of the company, as well as the
statutory duty under the Singapore Companies
Act to act honestly and to use reasonable
diligence in the discharge of the duties of his
office at all times.
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An office holder will act with the level of skill

with which a reasonable office holder would act,
in the same position and under the same
circumstances. The duty of care includes a duty
to use reasonable measures to obtain: (i)
information on the business expedience of a
given action brought for his approval or
performed by him by virtue of his position; and
(ii) all other important information pertaining to
these actions.
1.3 Loans to directors
Sections 270 284, 244 of the Law
The making by a company of loans to an office

holder is a transaction with an office holder or in
which an office holder has a personal interest.
A company (other than an exempt private

company) is prohibited from making a loan to a
director of the company or a director of a
related company (and to the spouse or natural,
step or adopted children of any such director),
and from giving a guarantee or providing any
security in connection with such a loan, except
in the following circumstances.
A transaction with an office holder or in which

an office holder has a personal interest (as
defined above) is permitted only if it is in the
best interests of the company and is subject to
certain approvals. If it is determined that an
office holder has a personal interest in a
transaction which is not an extraordinary
transaction, approval by the board of directors
is required for the transaction, unless the
companys articles provide for a different
method of approval. An extraordinary
transaction is defined as: (i) a transaction not
in the companys ordinary course of business,
(ii) a transaction that is not on market terms, or
(iii) a transaction that may have a material
impact on a companys profitability, assets or
liabilities. An extraordinary transaction in which
an office holder has a personal interest requires
approval first by the companys audit committee
and subsequently by the board of directors. If a
majority of the directors have a personal
interest in an extraordinary transaction, then
approval of the general meeting is required.
If the matter involves the compensation of a
director for his services to the company as a
director or in connection with his employment in
other positions, the approval of the
remuneration committee, board of directors and
general meeting will be required, in that order,
unless otherwise prescribed by the Law and
applicable regulations promulgated thereunder.
(a)
(subject to, inter alia, the approval of the

company in a general meeting) the
provision of funds to such a director to
meet expenditure incurred or to be
incurred for the purposes of the company
or for the purpose of enabling him properly
to perform his duties as an officer of the
company;
(b)
(subject to, inter alia, the approval of the

company in a general meeting) a loan to a
director in full time employment of the
company or a related company for the
purpose of purchasing or otherwise
acquiring a home occupied or to be
occupied by that director; however, not
more than one (1) such loan may be
outstanding from the director at any one
(1) time;
(c)
any loan to a director in full time

employment of the company or a related
company pursuant to an employee loan
scheme approved in a general meeting,
provided the loan is in accordance with
that scheme; and
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(d)
a loan made in the ordinary course of

business by a company whose ordinary
business includes the lending of money or
the giving of guarantees in connection
with loans made by other persons if the
activities of that company are regulated by
any written law relating to banking, finance
companies or insurance or are subject to
supervision by the Monetary Authority of
Singapore (Authority).
For these purposes, a related company of a

company means its holding company, its
subsidiary and a subsidiary of its holding
company.
A company (the first mentioned company)
(other than an exempt private company) is also
prohibited from making loans to connected
persons or entering into any guarantee or
providing any security in connection with a loan
made to connected persons by a third-party.
Connected persons of the first mentioned
company include companies in which the
director(s) of the first mentioned company,
individually or collectively, have an interest in
20.0% or more (as determined in accordance
with the Singapore Companies Act). This
prohibition does not apply to:
(a)
anything done by a company where the

other company is its subsidiary, holding
company or a subsidiary of its holding
company; or
(b)
in the case of a company whose ordinary

business includes the lending of money or
the giving of guarantees in connection
with loans made by other persons,
anything done in the ordinary course of
that business if the activities of that
company are regulated by any written law
relating to banking, finance companies or
insurance or are subject to supervision by
the Authority.
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2.
DIRECTORS POWER TO VOTE ON REMUNERATION (INCLUDING PENSION AND

OTHER BENEFITS) FOR HIMSELF OR FOR ANY OTHER DIRECTOR; AND WHETHER
THE QUORUM AT A MEETING OF THE BOARD OF DIRECTORS MAY INCLUDE THE
DIRECTOR WHOSE REMUNERATION IS THE SUBJECT OF THE VOTE
2.1 Remuneration of directors

Sections 244, 270, 273, 278 of the Law
Compensation of directors requires the

approval of the companys remuneration
committee, the board of directors and
shareholders, in that order. According to
regulations promulgated under the Law with
respect to the remuneration of external
directors, the remuneration committee and
shareholders approval may be waived if the
remuneration to be paid to the external
directors is between the fixed and maximum
amounts set forth in the regulations.
The Singapore Companies Act provides that a

company shall not provide emoluments or
improve emoluments for a director in respect of
his office unless the provision has been
approved by a resolution that is not related to
other matters, and any resolution passed in
breach of this provision is void.
An external director is entitled to compensation

and reimbursement of expenses from the
company only pursuant to the Law and the
regulations promulgated thereunder. It is
forbidden for an external director to receive
other payments, directly or in directly, as
consideration for his service as a director.
External directors are generally entitled to an
annual fee, a participation fee for each meeting
of the board of directors or any committee of the
board of directors on which he serves as a
member, and reimbursement of travel expenses
for participation in a meeting which is held
outside of the external directors area of
residence.
For these purposes, the term emoluments in

relation to a director includes fees and
percentages, expenses allowance in so far as
those sums are charged to income tax in
Singapore, contributions paid under a pension
scheme, and any benefits received otherwise
than in cash in respect of his services as a
director.
According to the Law, a director whose

remuneration is being brought for approval
shall not be present at the discussion and shall
not participate in the vote of the remuneration
committee and board of directors.
3.
BORROWING POWERS EXERCISABLE BY DIRECTORS AND HOW SUCH POWERS MAY

BE VARIED
Sections 92 and 289 of the Law

Pursuant to the Law, the board of directors of a
company may exercise all powers and take all
actions that are not required under law or by the
articles to be exercised or taken by the
There is no such provision in the Singapore

Companies Act save that the business of a
company shall be managed by or under the
direction of the directors. The directors may
exercise all the powers of the company except
any power that the Singapore Companies Act or
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companys shareholders or other organ of the

company, including the power to borrow money
for company purposes. Pursuant to the Law, the
board of directors has the power to issue series
of debentures within the scope of its authority to
borrow on behalf of the company.
the memorandum and articles of the company

require the company to exercise in general
meeting.
4.
The articles of association of a company may

include a provision that the directors may
exercise all powers of the company to borrow
money and to mortgage or change its
undertaking, property and uncalled capital, or
any part thereof, and to issue debentures and
other securities whether outright or as security
for any debt, liability, or obligation of the
company or of any third party.
APPOINTMENT, QUALIFICATION, DISQUALIFICATION, RESIGNATION, REMOVAL OF

DIRECTORS
4.1 Number, appointment and qualification of Directors

Sections 219, 224A, 239, 240, 245, 92 of the
Law
A company may prescribe in its articles the
number of directors, and the minimum and
maximum numbers of directors. The Law
provides that a person may not be elected and
may not serve as a director in a public company
if he does not have the required qualifications
and the ability to dedicate an appropriate
amount of time for the performance of his
director position in a company, taking into
consideration, among other factors, the special
needs and size of such company.
The Law requires a public company to have at
least two (2) external directors. An external
director ordinarily must be an Israeli resident,
however, a company whose shares have been
offered outside of Israel or whose shares are
listed on a foreign stock exchange is entitled to
appoint an external director who is a non-Israeli
resident.
An external director must meet certain
standards of independence and non-affiliation
with the company or its controlling shareholder
at the time of his appointment and during the
two-year period prior to his appointment. An
external director is appointed by a public
companys general meeting subject to special
election requirements as set forth in the Law.
Each external director is appointed for a term of
three years, which may be extended for two

Every company must have at least one (1)
director who is ordinarily resident in Singapore.
Where the company has only one (1) member,
that sole director may also be the sole member
of the company.
No person other than a natural person who has
attained the age of 18 years and who is
otherwise of full legal capacity can be a director
of a company.
In the case of a public company, the
appointment of directors at a general meeting
must generally be voted on individually.
Notwithstanding anything in the memorandum
or articles of association, no person of or over
the age of 70 years shall be appointed as a
director of a public company or of a subsidiary
of a public company, unless he has been
appointed, re-appointed or authorised to
continue in office as a director by an ordinary
resolution passed at an annual general meeting
of the company until the next general meeting
of the company.
Subject to the provisions of the Singapore
Companies Act, the articles of association of a
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additional terms of three years each, in

accordance with the provisions of the Law.
company may also empower the board of

directors to appoint any directors to fill a casual
vacancy or an additional director.
According to the Law, at least one of the

external directors should possess accounting
and financial expertise, and the other external
directors should possess either professional
competence or accounting and financial
expertise. The conditions and criteria for a
director qualifying as having accounting and
financial expertise or professional competence
are set out in regulations adopted under the
Law. The Law further provides that the board of
directors of a public company should also set
the the minimum number of directors, who
should have accounting and financial expertise.

Every director, who is by the articles of
association required to hold a specified share
qualification and who is not already qualified,
shall obtain his qualification within two (2)
months after his appointment or such shorter
period as is fixed by the articles of association.
4.2 Disqualification of Directors

A person is disqualified from serving as a

director in a public company if: (a) he was
convicted of an offence from the list of offences
set forth in the Law, unless five (5) years have
passed since the conviction; (b) he was
declared bankrupt and has not been relieved;
(c) a court rules that he is permanently unable
to exercise his duties; (d) he is a minor or
legally incompetent; (e) a court rules that such
director is disqualified due to his conviction by a
court outside of Israel of certain offences as
prescribed under the Law (e.g., crimes related
to bribery, fraud, use of inside information and
corporate executive crimes); or (f) a court
disqualifies him from serving as a director for
up to five (5) years after ordering to pierce the
corporate veil thereby attributing to him the
debts of a company in which he was a
shareholder. Any candidate to hold office as a
director is obligated to disclose such matters
according to the Law.
A person, being an undischarged bankrupt

(whether he was adjudged bankrupt by a
Singapore Court or a foreign court having
jurisdiction in bankruptcy) will be guilty of an
offence if that person acts as a director of any
corporation or directly or indirectly takes part in
or is concerned in the management of any
corporation, unless he has leave of the
Singapore Court or the written permission of
the Official Assignee to do so.
A person may be disqualified from acting as a
director or in any way, whether directly or
indirectly, being concerned in, or take part in,
the management of a company, by the
Singapore courts for a period not exceeding
five (5) years if (a) he is or has been a director
of a company which has at any time gone into
liquidation (whether while he was a director or
within three (3) years of his ceasing to be a
director) and was insolvent at that time and (b)
his conduct as a director of that company either
taken alone or taken together with his conduct
as a director of any other company or
companies makes him unfit to be a director of,
or in any way, whether directly or indirectly, be
concerned in, or take part in, the management
of a company.
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Section 149A of the Singapore Companies
Act
A person may, subject to certain exceptions,
also be disqualified from acting as a director by
the Singapore courts for a period of three (3)
years if he is a director of a company which is
ordered to be wound up by the Singapore
courts on the ground that it is being used for
purposes against national security or interest.
A person shall be subject to disqualification if
(a) the person is convicted of (i) any offence,
whether in Singapore or elsewhere, involving
fraud
or
dishonesty
punishable
with
imprisonment for three (3) months or more; or
(ii) any offence under Part XII of the Singapore
Securities and Futures Act (Cap. 289) (SFA);
or (b) if the person is subject to the imposition
of a civil penalty under section 232 of the SFA.
The court may also make a disqualification
order in addition to any other sentence imposed
where a person is convicted in Singapore of: (a)
any offence in connection with the formation or
management of a corporation; or (b) any
offence concerning a breach of the duties of a
director or any offence relating to failure to keep
proper accounts.
4.3 Resignation of Directors

A director may resign from office by delivery of

a notice to the board of directors, to the
chairman of the board of directors or to the
company, and the resignation shall take effect
on the date of delivery of the notice, unless a
later date is set out in the notice. A director shall
give reasons for his resignation.
Notwithstanding any other provision of the

Singapore Companies Act or in the
memorandum or articles of that company, or in
any agreement with that company, a director of
a company cannot resign or vacate his office
unless there is remaining in the company at
least one (1) director who is ordinarily resident
in Singapore, and any purported resignation or
vacation of office in breach of this provision is
deemed to be invalid.
Where a directors notice of resignation is

received, the fact of such resignation and the
reasons given therefor shall be presented to the
board of directors and shall be recorded in the
minutes of the first meeting convened after
such resignation.
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4.4 Removal of Directors

Directors are appointed by the annual general

meeting of a company, unless the articles
provide otherwise. Unless the articles provide
otherwise, the general meeting may remove a
director from office, provided that the director
shall be given the opportunity to present his
position to the general meeting. If there is a
provision in the articles according to which a
director is appointed otherwise than by the
general meeting, then he can be removed from
office only by whoever is entitled to appoint
him, unless the articles provide otherwise. A
director may be removed from his office by
court or the board of directors in certain events
of disqualification.
A director of a public company may be removed

before the expiration of his period of office by
an ordinary resolution (which requires special
notice to be given in accordance with the
provisions of the Singapore Companies Act) of
the shareholders, notwithstanding anything in
the memorandum or articles of association of
that company or in any agreement between that
company and the director, but where any
director so removed was appointed to represent
the interests of any particular class of
shareholders or debenture holders, the
resolution to remove him shall not take effect
until his successor has been appointed.
An external director may be removed from

office only by the same percentage of
shareholders as required for his election, or by
a court ruling, and then only if the external
director ceases to meet the statutory
qualifications for his appointment or if he
violates his duty of loyalty towards the
company.
5.
Subject to the provisions of the Singapore

Companies Act, the articles of association of a
company may prescribe the manner in which a
director may be removed from office before the
expiration of his term of office.
INDEPENDENT DIRECTORS AND AUDIT COMMITTEE
5.1 Independent Directors

Sections 1, 249B of the Law
A director may qualify as an independent
director under the Law if (i) he is an external
director, or (ii) he does not serve as a member
of the board of directors for more than nine (9)
consecutive years, and for this purpose any
intermission of less than two (2) years will not
be deemed as interrupting the tenure duration;
and such person meets the qualification
conditions to appoint an external director (other
than the requirement for accounting and
financial
expertise
or
professional
competence).
See also Section 5.2 entitled Audit Committee
below.
Under the Singapore Companies Act, there is

no requirement for a company incorporated in
Singapore to have an independent director.
However, the Listing Manual which applies to
companies listed on the Catalist Board of the
SGX-ST contains requirements relating to
board composition.
The issuers board must have at least two (2)
non-executive directors who are independent
and free of any material business or financial
connection with the issuer. If the issuer is a
foreign listing applicant, at least one (1) of
these directors must be resident in Singapore.
In addition, the COCG 2012 requires that at
least one-third of the board be independent.
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With respect to external directors, see also

Section 4.1 entitled Number, appointment and
qualification of Directors above.
5.2 Audit Committee
Sections 114-117 of the Law
The board of directors of a public company will
appoint, from its members, an audit committee,
with no less than three (3) members. All of the
external directors will be members thereof and
the majority of its members will be independent
directors, as defined under the Law (see above
Independent Directors). The members of the
audit committee will not include, inter alia, the
controlling shareholder or a relative thereof, the
chairman of the board of directors or any
director employed by the company or a
controlling shareholder thereof or a corporation
controlled by the controlling shareholder, or
providing services on a regular basis to the
company, to its controlling shareholder or to
any entity under the control of such controlling
shareholder, as well as any director whose
principal livelihood derives from the companys
controlling shareholder.
The roles of the audit committee include, inter
to
identify
deficiencies
in
the
alia,
administration of the company (including by
consulting with the internal auditor or the
external auditors of the Company), and
recommend to the board of directors remedial
actions with respect thereto; to make certain
determinations with respect to related party
transactions; to review and approve or
disapprove certain related-party transactions;
to examine the activities and to assess the
performance of the internal auditor as well as to
review the internal auditors work plan, to
examine the scope of work of a companys
external auditors and their remuneration, etc.
Under the Section 201B of the Singapore

Companies Act, every company that is
incorporated in Singapore and listed, is
required to have an audit committee.
Such an audit committee shall be appointed by
the directors from among their number and
shall be composed of three (3) or more
members of whom a majority shall not be:
(a)
executive directors of the company or any

related corporation;
(b)
a spouse, parent, brother, sister, son or

adopted son or daughter or adopted
daughter of an executive director of the
company or of any related corporation; or
(c)
any person having a relationship which, in

the opinion of the board of directors, would
interfere with the exercise of independent
judgement in carrying out the functions of
an audit committee.
Further guidelines on the audit committee is set

out in the COCG 2012:
(a)
the audit committee should comprise at

least three (3) directors, all non-executive,
the majority of whom including the
chairman, should be independent; and
(b)
at least two (2) members of the audit

committee, including the chairman, should
have recent and relevant accounting or
related financial management expertise or
experience, as the board interprets such
qualification in its business judgement, to
be appropriately qualified to discharge
their audit committee responsibilities.
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6.
RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EACH CLASS OF

SHARES
6.1 Notice of general meetings and business to be conducted thereat

Section 69 of the Law (and the regulations
promulgated thereunder)
A notice of an annual or special general
meeting of a public company is required to be
published at least twenty one (21) days before
it is convened, and if the agenda of the meeting
includes the appointment or removal of
directors, the approval of transactions with
office holders or interested or related parties,
an approval of a merger or approval of dual
office as chairman of the board of directors and
chief executive officer, notice must be
published at least thirty five (35) days prior to
the meeting. Notice of a meeting shall be
delivered within the timeframes set forth above
to every shareholder registered in the
companys shareholders register, unless the
articles provide that a notice shall not be
delivered. If the articles of a company provide
that a notice shall not be personally given to
shareholders and the agenda of the meeting
does not include any of the matters set forth
above, then the notice may be published up to
at least fourteen (14) days prior to the meeting.
Under applicable regulations, a public company
whose shares are listed only on a stock
exchange outside Israel or offered to the public
only outside Israel is required to publish notice
of a general meeting in accordance with the
laws of the applicable foreign jurisdiction, and if
there are no such laws, in the manner
determined by the company, and accordingly
the Israeli regulations relating to the publication
of notices in Israeli newspapers will not apply.
Unless the articles of association provide for a

longer period of notice, at least 14 days notice
of each meeting, other than a meeting for the
passing of a special resolution, must be given
to every member entitled to attend and speak at
the meetings, and for a public company, not
less than 21 days written notice is required for
any meeting to pass a special resolution.
An annual general meeting may be called at
short notice with unanimous consent of all
members entitled to attend and vote, and for
any other meeting, with consent of all members
entitled to attend and vote, and for any other
meeting, with consent of a majority holding not
less than 95.0% of the total voting rights of all
the members having a right to vote at that
meeting.
The method of service of notice is set out in the
articles of association but in the event that the
articles of association do not so provide, notice
shall be served in the manner provided in
Section 177(4) and in the Fourth Schedule of
the Singapore Companies Act (i.e. sent
personally or by post) and in the case of special
business, the general nature of that business
shall be given to such persons as are entitled to
receive such notices from the company. All
such notices must state the members right to
appoint a proxy.
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6.2 Right to attend meetings and vote; rights and obligations of shareholders
Sections 183, 188, 192, 82, 83, 84 of the Law
According to the Law, every shareholder has

the right to participate and vote in the general
meetings, subject to the articles of the company
relating to voting rights attached to each share.
So far as the articles of association do not make

other provision in that behalf, generally, in the
case of a company having a share capital:
The rights and obligations of shareholders are

as provided in the Law, in the articles of
association of the company and under any law.
A shareholder is subject to the obligation to act
in good faith and in a customary manner
towards the company and the other
shareholders, and to refrain from abusing his or
its power in the company among others, with
respect to shareholder votes on the following
matters: (i) any amendment to the articles of
association; (ii) an increase in the companys
authorised share capital; (iii) a merger; (iv) the
approval
of
certain
interested
party
transactions
that
require
shareholders
approval. In addition, certain shareholders
have a duty of fairness towards the company.
These shareholders include any controlling
shareholder, any shareholder who knows that
he or it possess the power to determine the
outcome of a shareholder vote in a general
meeting and any shareholder who, according to
the articles, has the power to appoint, or to
prevent the appointment of, an officer, or other
power towards the company.
(a)
on a show of hands, each member who is

personally present and entitled to vote
shall have one (1) vote; and
(b)
on a poll, each member shall have one (1)

vote in respect of each share held by him
and where all or part of the share capital
consists of stock or units of stock each
member shall have one (1) vote in respect
of the stock or units of stock held by him
which is or are or were originally
equivalent to one (1) share.

Every member shall, notwithstanding any
provision in the memorandum or articles of
association, have a right to attend any general
meeting of the company and to speak and vote
on any resolution before the meeting except
that the companys articles may provide that a
member shall not be entitled to vote unless all
calls or other sums personally payable by him
in respect of shares in the company have been
paid.
A company may prescribe in its articles different

voting rights for different classes of shares; and
in the absence of any such provisions in the
articles each share shall have one vote.
Shareholders may vote at shareholder
meetings either in person, by proxy or by voting
ballot. Israeli law does not allow public
companies to adopt shareholder resolutions by
means of a written resolution/consent in lieu of
convening an actual meeting of shareholders.
Pursuant to applicable regulations, a public
company whose shares were only offered to the
public outside of Israel or are listed only on a
stock exchange outside Israel shall not be
obligated to send voting ballots according to the
provisions of the Law to shareholders whose
address is outside of Israel, if according to the
B-12

provisions of the foreign law the company

sends ballots (including proxy statements) to
such shareholders.
At a general meeting resolutions shall be
adopted by a count of votes.
6.3 Proxies
Sections 83, 87 of the Law
A shareholder may vote in person or through a

proxy.
A member of a company entitled to attend and

vote at a meeting of the company (or at a
meeting of any class of members of the
company) shall be entitled to appoint another
person or persons, whether a member or not,
as his proxy to attend and vote instead of the
member at the meeting and a proxy appointed
to attend and vote instead of a member shall
also have the same right as the member to
speak at the meeting, but unless the articles of
association otherwise provide:
There are no specific provisions in the Law

regarding the appointment of proxies, and the
articles generally contain the said provisions.
The Law requires a public company to send
voting ballots to its shareholders, who may
indicate their votes thereon and return them to
the company. The types of matters on which
shareholder may vote by written ballot are
those listed in the Law, applicable regulations
or in the articles. In any event, under applicable
regulations, a company listed on a stock
exchange outside Israel is not required to send
ballots to shareholders who reside outside
Israel if the company sends them voting ballots
or proxies in accordance with the laws of the
applicable foreign jurisdictions.
(a)
a proxy shall not be entitled to vote except

on a poll;
(b)
a member shall not be entitled to appoint

more than two (2) proxies to attend and
vote at the same meeting; and
(c)
where a member appoints two (2) proxies,

the appointments shall be invalid unless
he specifies the proportions of his
holdings to be represented by each proxy.
6.4 Special resolutions majority required

Sections 85, 350 of the Law; Sections 115A
319 of the Ordinance
Resolutions of a general meeting shall be
adopted by a simple majority, unless a different
majority is prescribed by law or by the articles.
Voluntary liquidation of a company is governed
by the Ordinance and requires the adoption of
(i) a special resolution thereunder, i.e. approval
of the general meeting by 75.0% of the votes
cast at a general meeting of which prior notice
of at least 21 days has been given or (ii) an
extraordinary resolution that because of its
debts the company can no longer carry on its
business and should be wound-up, approved by

Require at least 3/4 majority of votes of such
members as being entitled to vote, cast at a
meeting for which in the case of a private
company, not less than 14 days written notice
or in the case of a public company, not less than
21 days written notice has been given. May be
passed at a meeting convened at short notice if
so agreed by a majority in number of the
members having the right to attend and vote at
the meeting, being a majority which together
holds not less than 95.0% of the total voting
rights of all the members having a right to vote
at that meeting.
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75.0% of the votes cast at a general meeting

with respect to which a notice was duly given
indicating that an extraordinary resolution is on
the agenda. All the shareholders entitled to vote
may waive the requirement for 21 days prior
notice. In addition, the Ordinance provides that
certain actions and arrangements in the
framework of a companys voluntary liquidation
require the approval of the general meeting with
the above percentage.
Pursuant to the Law, a scheme of arrangement
or reorganisation requires the approval of a
majority of the number of shareholders
participating in the vote (excluding abstentions)
who together hold in the aggregate three
quarters (75%) of the value represented in such
vote.
6.5 Quorum for meetings and separate class meetings
Sections 78, 79, 104 of the Law
In respect of shareholders meetings, if the

articles do not specify otherwise, at least two
(2) shareholders present (personally or by
proxy) holding at least 25.0% of the voting
rights constitute a quorum. A meeting
adjourned for lack of a quorum is adjourned to
the same day in the following week at the same
time and place or at another date, time and
place as shall be notified to the shareholders. If
a quorum is not obtained within one-half hour of
the time set for such adjourned meeting, such
meeting may be held with any number of
participants, unless otherwise provided by the
articles.
Subject to the articles of association, two (2)

members personally present constitute a
quorum for any shareholders meeting. The
quorum necessary for a directors meeting shall
be determined by the articles of association.
In respect of directors meetings, a majority of

the directors constitute a quorum, unless
otherwise specified in the articles.
6.6 Requirements for annual general meetings
Annual general meetings (in addition to any

other meetings) are to be held once in every
calendar year and not more than 15 months
after the holding of the last preceding annual
general meeting.
Annual general meetings are required to be

held (in addition to any other meeting) once in
every calendar year and not more than 15
months after the holding of the last preceding
annual general meeting. The Registrar of
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The Law permits only shareholders in a private

company (and not a public company) to adopt
written resolutions in lieu of convening a
general meeting.
Companies may, on application of a company,

extend the time period.
As long as the company holds its first annual
general meeting within 18 months of its
incorporation, it does not need to hold one (1) in
the year of incorporation or following year.
There is no provision for signed written
resolutions in lieu of a general meeting for a
public company.
6.7 Convening of general meetings on requisition of members

A companys board of directors shall convene a

special general meeting pursuant to a request
by: (i) any two (2) members of the board of
directors or 25% (twenty five percent) of the
directors then in office; or (ii) any shareholder
or shareholders holding at least 5% of the
companys issued share capital and at least 1%
of the voting rights in the company or a
shareholder or shareholders holding at least
5% of the voting rights in the company. If a
companys board of directors receives a
requisition to convene a special general
meeting, it must convene the meeting within 21
days after the requisition was delivered.
Members holding not less than 10.0% of the

paid-up capital of a company (or in the case of
a company not having a share capital, of
members representing not less than 10.0% of
the total voting rights of all members having a
right to vote at general meetings) may
requisition for an extraordinary general meeting
in accordance with the provisions of the
Singapore Companies Act. The directors must
convene the meeting to be held as soon as
practicable, but in any case not later than two
(2) months, after the receipt by the company of
the requisition.
If the board of directors did not convene a

special meeting following requisition of the
shareholders as set forth above, then such
shareholders may themselves convene the
meeting provided that such meeting shall not
take place following three (3) months from the
date the requisition was delivered.
Under the Singapore Companies Act, (a) any

number of members representing not less than
5.0% of the total voting rights of all the
members having at the date of requisition a
right to vote at a meeting to which the
requisition relates; or (b) not less than 100
members holding shares on which there has
been paid up an average sum, per member, of
not less than S$500, may requisition the
company to give to members notice of any
resolution which may properly be moved and is
intended to be moved at the next annual
general meeting, and circulate to members any
statement of not more than 1,000 words with
respect to the matter referred to in any
proposed resolution or the business to be dealt
with at that meeting.
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6.8 Transfer of shares, registration of transfer and issue of certificates

(a)
A company may include in its articles provisions

limiting the transferability of shares, subject to
conditions as prescribed in its articles.
Under the Law, a company is required to alter

the record of ownership in its shareholders
register if (i) it receives a proper instrument of
transfer signed by the transferor and the
transferee and the requirements for transfer set
forth in the articles, if any, have been fulfiled; (ii)
it receives a court order to alter the
shareholders register; (iii) it is demonstrated to
the company that the legal conditions for
assignment of the right have been fulfiled; or
(iv) other conditions are fulfiled which, under
the articles, suffice for the alteration of the
shareholders register.
A shareholder registered in a companys
shareholders register is entitled to receive from
the company a certificate evidencing his
ownership of shares.
Transfer of shares
Notwithstanding anything in its articles of

association, a company shall not register a
transfer of shares unless a proper instrument of
transfer has been delivered to the company, but
this section shall not prejudice any power to
register as a shareholder any person to whom
the right to any shares in the company has been
transmitted by operation of law.
On the request in writing of the transferor of any
share, the company shall enter in the
appropriate register the name of the transferee
in the same manner and subject to the same
conditions as if the application for the entry
were made by the transferee. On the request in
writing of the transferor of a share, the company
shall by notice in writing require the person
having possession, custody or control of the
share certificate and the instrument of transfer
thereof or either of them to bring it or them into
the office of the company within a stated period,
being not less than seven (7) and not more than
28 days after the date of the notice, to have the
share certificate cancelled or rectified and the
transfer registered or otherwise dealt with.
(b)
Refusal to register transfer

If a company refuses to register a transfer of
any shares, it shall within one (1) month after
the date on which the transfer was lodged with
it, send to the transferor and transferee notice
of the refusal.
Where an application is made to a company for
a person to be registered as a member in
respect of shares which have been transferred
or transmitted to him by act of parties or
operation of law, the company shall not refuse
registration by virtue of any discretion in that
behalf conferred by the articles of association
unless it has served on the applicant, within one
B-16


(1) month beginning with the day on which the
application was made, a notice in writing stating
the facts which are considered to justify refusal
in the exercise of that discretion.
(c)
Issue of certificates

Every company shall within two (2) months after
allotment of any of its shares, and within one (1)
month after the date on which a transfer (other
than a transfer which the company is entitled to
refuse to register and does not register) of any
of its shares is lodged with the company,
complete and have ready for delivery the
appropriate certificates in connection with the
allotment or transfer.
6.9 Foreign shareholding limits on the securities
There is no such provision under the Law. It
should be noted that under applicable Israeli
laws there may be restrictions on ownership of
shares by nationals of some countries that are,
or have been, in a state of war with Israel.
There is no such provision under the Singapore

Companies Act.
6.10 Alteration to constitutional documents

Sections 26 and 26A of the Singapore
Companies Act

The articles of a company may be amended by
way of a resolution adopted by a simple
majority of the general meeting, unless the
articles require a different majority.
Changes to the articles take effect from the
date of adoption of the resolution amending the
articles or such later date as specified in the
resolution, except that changes to a companys
name or objectives shall not be valid unless
registered with the Israeli Registrar of
Companies (the Registrar).
Notice of any amendment of a private
companys articles of association is required to
be filed with the Registrar within fourteen (14)
days. A public company whose shares are listed
only on a stock exchange outside Israel or
offered to the public only outside Israel is
required to file notices and reports with the
Registrar as though it were a private company.
Unless otherwise provided in the Singapore

Companies Act, a Companys memorandum of
association may be altered by way of special
resolution, except that any entrenching
provision in the memorandum and any
provision contained in the memorandum before
1 April 2004 which could not be altered before
that date may be removed or altered only if all
members of the company agree.
For these purposes, the term entrenching
provision means a provision of the
memorandum or articles of association of a
company to the effect that other specified
provisions of the memorandum or articles (a)
may not be altered in the manner provided by
the Singapore Companies Act, or (b) may not
be so altered except by a resolution passed by
a specified majority greater than 75.0%, or
where other specified conditions are met.
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Amendments of the articles that are prejudicial

to the rights of a class of shares also require the
approval of a separate meeting of the holders of
that class, unless the articles provide
otherwise.

Any alteration to the articles of association
takes effect on and from the date of the special
resolution approving such alteration or such
later date as is specified in the resolution.
6.11 Power of directors to dispose of the Companys or any of its subsidiaries assets
Act

The board of directors of the company will
outline the companys policies and supervise
the performance of the chief executive officers
roles and actions. The board of directors may
establish committees and delegate authorities
thereto, in accordance with the terms and
limitations provided in the Law.
The Law does not contain specific requirements
to approve the disposal of all or substantially all
of the assets of the company, except in the
context of a merger, which requires, inter alia,
the approvals of the board of directors and
(except if certain conditions are met) the
general meeting, or in the context of an
arrangement among shareholders, which
requires the approval of the general meeting by
special majorities and a court order.
The business of a company is to be managed

by, or under the direction or supervision of, the
directors.
The directors may exercise all the powers of a
company except any power that the Singapore
Companies Act or memorandum and articles of
association of the company require the
company to exercise in general meeting.
Notwithstanding anything in a companys
memorandum or articles of association, the
directors shall not carry into effect any
proposals for disposing of the whole or
substantially the whole of the companys
undertaking or property unless those proposals
have been approved by the company in general
meeting.
The authority to dispose of the assets of a

subsidiary belongs to the governing bodies of
such subsidiary.
6.12 Giving of financial assistance to purchase the Companys or any of its subsidiaries
shares
Provision of financing, directly or indirectly, by a

company, its subsidiary or other entity under its
control, for the purpose of acquiring the
companys shares or securities convertible or
exercisable into shares of a company is
considered distribution.
Except as otherwise expressly provided in the

Singapore Companies Act, a public company or
a company whose holding company or ultimate
holding company is a public company shall not,
whether directly or indirectly, give any financial
assistance for the purpose of, or in connection
with:
A company may make a distribution out of its

profits (as defined in the Law; the Profit
Criterion) on condition that there is no
reasonable concern that the distribution will
prevent the company from satisfying its existing
and foreseeable obligations when they become
(a)
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the acquisition by any person, whether

before or at the same time as the giving of
financial assistance, of shares or units of
shares in the company, or a holding
company or ultimate holding company, as

due (the Solvency Criterion). However, the

court may permit a company to make a
distribution that does not satisfy the Profit
Criterion, provided that it satisfies the Solvency
Criterion.
Provision of financing by a subsidiary for
purchasing the parent companys shares is
considered a distribution by the parent
company. Please refer to the section 7.3
entitled Power for any subsidiary of the issuer
to own shares in its parent company.
(b)
the case may be, of the company; or

the proposed acquisition by any person of
shares or units of shares in the company,
or a holding company or ultimate holding
company, as the case may be, of the
company.
Except as otherwise expressly provided in the

Singapore Companies Act, a company shall
not:
(c)
whether directly or indirectly, in any way

acquire shares or units of shares in the
company or purport to acquire shares or
units of shares in a holding company or
ultimate holding company, as the case
may be, of the company; or
(d)
whether directly or indirectly, in any way,

lend money on the security of shares or
units of shares in the company or a
holding company or ultimate holding
company, as the case may be, of the
company.
The giving of financial assistance includes a

reference to the giving of financial assistance
by means of the making of a loan, the giving of
a guarantee, the provision of security, the
release of an obligation or the release of a debt
or otherwise.
Certain transactions are specifically provided
by the Singapore Companies Act not to be
prohibited. These include, inter alia, a
distribution of a companys assets by way of
dividends lawfully made, a distribution in the
course of a companys winding up, the payment
by a company pursuant to a reduction of capital
in accordance with the Singapore Companies
Act, the giving by a company in good faith and
in the ordinary course of commercial dealing of
any representation, warranty or indemnity in
relation to an offer to the public of, or an
invitation to the public to subscribe for or
purchase, shares or units of shares in that
company, and the entering into, in good faith
and in the ordinary course of commercial
dealing, of an agreement by a company with a
subscriber for shares in the company permitting
the subscriber to make payments for the shares
by instalments.
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The Singapore Companies Act further provides
that a company can give financial assistance in
certain circumstances if conditions and
procedures under the Singapore Companies
Act are complied with.
Where the company is a subsidiary of a listed
corporation or a subsidiary whose ultimate
holding company is incorporated in Singapore,
the listed corporation or the ultimate holding
company, as the case may be, is also required
to pass a special resolution to approve the
giving of the financial assistance.
6.13 Inspection of minute books and register of members

Sections 126, 127, 128, 129, 138, 184 of the
Law; Section 174 of the Ordinance
The shareholders register of a company is
open for inspection by any person. A public
company is also required to maintain a register
of shareholders who hold 5% or more of its
issued share capital or voting rights which is
also open for inspection by any person.
The company is authorised to charge a fee (not
to exceed the companys cost of producing
such copy) to receive a copy of the
shareholders register. Maximum fees may be
set forth in the regulations.

The Singapore Companies Act provides that
the minute books shall be kept by the company
at the registered office or the principal place of
business in Singapore, and shall be open to
inspection by any member without charge.
the inspection of the register of members is
opened to any member without charge and to
the public on payment for each inspection of
S$1.00 or such less sum as the company
requires.
A company may keep an additional register of

shareholders outside Israel but in such case
shall mention in the principal register held in
Israel the number of shares registered in the
additional register, and their numbers (if they
are marked with numbers).
Furthermore, a shareholder has the right to
inspect the following: minutes of the general
meetings; articles of association, charges and
debentures register and financial statements;
and any document that a company is required
by law to file with the Registrar or the Israel
Securities Authority and which is available for
public inspection at such authorities, as
applicable.
In addition, shareholders may request to be
provided with any document related to an
action or transaction requiring shareholders
B-20

approval under the related party transaction

provisions of the Law. A company may deny this
request if in its opinion it has not been made in
good faith or if such denial is necessary to
protect the companys trade secret or patent or
that the documents disclosure may otherwise
impair the companys interests.
6.14 Accounts and Audit
A company shall appoint an auditor to audit its

annual financial reports and to express an
opinion on them.
The Singapore Companies Act provides that all

person entitled to receive notice of general
meetings of the company must be sent a copy
of the financial statements or, in the case of a
parent company, a copy of the consolidated
financial
statements
and
balance-sheet
(including every document required by law to
be attached thereto), which is duly audited and
which (or which but for section 201C of the
Singapore Companies Act) is to be laid before
the company in general meeting accompanied
by a copy of the auditors report thereon, (i) not
less than 14 days before the date of the
meeting (or less than 14 days before the date of
the meeting if all persons entitled to receive
notice of general meetings of the company so
agree); or (ii) if, in the case of a private
company, where the holding of an annual
general meeting is dispensed with, not less
than 28 days before the end of the period
allowed for the laying of the documents.
The board of directors is authorised to appoint

the initial auditors, who serve until the
conclusion of the first annual general meeting.
Thereafter, auditors are appointed at each
annual general meeting. However, the articles
of a company may provide that the general
meeting may appoint an auditor for a longer
period, which shall not extend beyond the end
of the third annual general meeting following
the one at which the was appointed.
The reporting obligations of a public company
are governed by the applicable laws and
regulations of the jurisdiction in which its
shares are listed.

generally the directors of a company shall
within three (3) months of incorporation of the
company appoint an accounting entity or
accounting entities to be the auditor or auditors
of the company, and any auditor or auditors so
appointed shall, hold office until the conclusion
of the first annual general meeting. Thereafter,
the auditor(s) is/are appointed at each annual
general meeting.
B-21

6.15 Mergers and similar arrangements

Sections 314-327 of the Law
The Law permits merger transactions if

approved by each partys board of directors
and, unless certain conditions described under
the Law are satisfied, a majority vote at the
general meeting of each party to the merger.
The board of directors of a merging company is
required to discuss and determine whether in
its opinion there exists a reasonable concern
that as a result of a proposed merger, the
surviving company will not be able to satisfy its
obligations towards its creditors, such
determination taking into account the financial
status of the merging companies. If the board of
directors determines that such a concern
exists, it may not approve a proposed merger.
Following the approval of the board of directors
of each of the merging companies, the boards
of directors must jointly prepare a merger
proposal for submission to the Registrar.

the Singapore courts have the authority, in
connection
with
a
scheme
for
the
reconstruction of any company or companies or
the amalgamation of any two (2) or more
companies and that under the scheme the
whole or any part of the undertaking or the
property of any company concerned in the
scheme (the transferor company) is to be
transferred to another company (the transferee
company), to order that the transfer to the
transferee company of the whole or any part of
the undertaking and of the property or liabilities
of the transferor company. Such power only
exists in relation to any corporation liable to be
wound up by the Singapore Companies Act.
Section 215A to 215J of the Singapore
Companies Act
The Singapore Companies Act further provides
for a voluntary amalgamation process without
the need for a court order. Under this voluntary
amalgamation process, two (2) or more
companies may amalgamate and continue as
one (1) company, which may be one (1) of the
amalgamating companies or a new company, in
accordance with the procedures set out in the
Singapore Companies Act. As part of these
procedures, the board of directors of each of
the amalgamating company must make a
solvency statement in relation to both the
amalgamating company and the amalgamated
company.
6.16 Appraisal Rights

In connection with a full tender offer in a public
company, a shareholder who had his shares
transferred in the framework of the tender may
petition the court within six months from the
date of acceptance of the full tender offer,
regardless of whether such shareholder agreed
to the offer, to determine whether the tender
offer was for less than fair value and whether
the fair value should be paid as determined by
The Singapore Companies Act does not provide

for appraisal rights to the shareholders of a
company in connection with a merger.
B-22

the court. However, an offeror may provide in

the offer that a shareholder who accepted the
offer will not be entitled to appraisal rights as
described in the preceding sentence, as long as
the offeror and the target company disclosed
the information required by applicable law in
connection with the tender offer. However, if the
offeror or the target company have not
disclosed prior to the acceptance date of the
offer information that was required to be
disclosed by them when announcing the full
tender offer, then the foregoing provision
denying appraisal rights in the tender offer
document shall be void.
The court may determine that the consideration
for the shares was less than fair value, and
determine the fair value of shares purchased
through the full tender offer.
6.17 Shareholders suits and protection of minority shareholders
Sections 191, 194-206 of the Law
Sections 216 and 216A of the Singapore

Companies Act
If any of the affairs of the company were

conducted in a manner that discriminates
against some or all of its shareholders or if
there is a significant concern that they will be so
conducted, then the court may, upon the
request of a shareholder, issue instructions it
deems appropriate to eliminate or prevent the
discrimination, including instructions relating to
the conduct of the companys business in the
future or instructions that shareholders or the
company purchase shares of the company.
Any shareholder or director may bring a
derivative claim in the name and on behalf of
the company, subject to court approval,
pursuant to the provisions set forth in the Law.
In the event of an unlawful distribution, the right
to bring a derivative claim is also conferred
upon a creditor of the company.
If an action was brought against a company,
any shareholder or director may defend in the
name of the company, subject to court
approval, pursuant to provisions set forth in the
Law.
The Israeli Class Action Law, 5766-2006,
provides the possibility of submitting a class
A member or a holder of a debenture of a

company may apply to the Singapore courts for
an order under Section 216 of the Singapore
Companies Act on the following grounds:
(a)
(b)
a companys affairs are being conducted

or the powers of the companys directors
are being exercised in a manner
oppressive to, or in disregard of the
interests of one (1) or more of the
members, shareholders or holders of
debentures of the company, including the
applicant; or
a company has done an act, or threatens
to do an act, or the members or holders of
debentures have passed some resolution,
or propose to pass some resolution, which
unfairly discriminates against, or is
otherwise prejudicial to, one (1) or more of
the companys members or holders of
debentures, including the applicant.
Singapore courts have wide discretion as to the

relief they may grant under such application,
including, inter alia, directing or prohibiting any
act or cancelling or varying any transaction or
resolution, providing that the company be
B-23

action on behalf of a group, where each of the

persons listed in the class action has a cause of
action arising from the same connection (as
defined in Section 5 of the Second Addendum
of the Class Action Law above) to the security.
wound up, or authorising civil proceedings to be

brought in the name of or on behalf of the
company by such person or persons and on
such terms as the court directs.
In addition, a member of a company who is
seeking relief for damage done to the company
may bring a common law derivative action in
certain circumstances against the persons who
have done wrong to the company. Further,
Section 216A of the Singapore Companies Act
prescribes a procedure to bring a statutory
derivative action. The statutory procedure is
available to, inter alia, any member of a
company, any other person who, in the
discretion of the court, is a proper person to
make an application under Section 216A of the
Singapore Companies Act.
7.
CHANGES IN CAPITAL
7.1 Power of directors to allot and issue shares

The power to issue shares and securities

convertible or exercisable into shares of the
company is vested with the board of directors of
a company. The board of directors may issue
shares and securities convertible into shares of
the company up to the limit of the companys
authorised share capital. This authority relating
to the issuance of Shares may be delegated
under certain specified instances to a
committee of the board of directors or the
general manager of the company.

provides that notwithstanding anything in a
companys memorandum or articles of
association, the directors shall not, without the
prior approval of the company in general
meeting, exercise any power of the company to
issue shares.
The authority to increase the companys

authorised share capital belongs to the general
meeting of the company.
Approval for this purpose may be confined to a

particular exercise of that power or may apply
to the exercise of that power generally and any
such approval may be unconditional or subject
to conditions.
Such approval shall continue in force until:

(a)
the conclusion of the annual general

meeting commencing next after the date
on which the approval was given; or
(b)
the expiration of the period within which

the next annual general meeting after that
date is required by law to be held,
B-24


whichever is the earlier, but approval may be
previously revoked or varied by the company in
general meeting.
The directors may issue share notwithstanding
that an approval for such purpose has ceased
to be in force if the shares are issued in
pursuance of an offer, agreement or option
made or granted by them while the approval
was in force and they were authorised by the
approval to make or grant an offer, agreement
or option which would or might require shares
to be issued after the expiration of the approval.
7.2 Powers of issuer to purchase its own shares

Sections 302, 309A, 312, 308 of the Law
An acquisition by a company of its own shares
is considered a distribution by the company
and subject to certain limitations. For the said
limitations, please refer to Section 6.12 entitled
Giving of financial assistance to purchase the
Companys or any of its subsidiaries shares.
However, purchase of securities convertible
into shares shall not be deemed as distribution
to the extent that the amount of such
conversion was included in the most recent
adjusted financial reports of the company as a
short term or long term obligation, due to the
issuance of such securities up to such
amount.
There is a general prohibition against the

acquisition, whether directly or indirectly, by a
company of its own shares, or shares, in its
holding company or ultimate holding company,
as the case may be.
Exceptions include purchase under sanction of
court order and share repurchases in
accordance with Sections 76B to 76E of the
Singapore Companies Act.
If the articles permit the issuance of

redeemable securities, the company may issue
and redeem such securities without regard to
the limitations applicable to distributions.
The shares of a company purchased by the
company are deemed dormant shares without
any rights whatsoever for so long as they are
held by the company.
B-25

7.3 Power for any subsidiary of the issuer to own shares in its parent company
A purchase by a subsidiary (or other

corporation controlled by the parent company)
of the parent companys shares or of securities
convertible into shares of the parent company
is considered a distribution by the parent
company and is permitted to the extent the
parent company would be permitted to effect
such purchase (distribution).
There is a general prohibition on the purchase

of shares in a holding company by its subsidiary
and a prohibition on a subsidiary being a
member of its holding company. Any allotment
or transfer of shares in a company to its
subsidiary shall be void.
The shares of a company purchased by its

subsidiary or other controlled corporation have
no voting rights for so long as they are held by
the subsidiary or the controlled corporation, as
the case may be.
7.4 Redeemable preference shares
According the Law, a company may have

shares, debentures or other securities, each of
which has different rights.
A company having a share capital may, if so

authorised by its articles, issue preference
shares which are, or at the option of the
company, are to be, liable to be redeemed and
the redemption shall be effected only on such
terms and manner as is provided by the
articles.
If permitted in its articles, a company may issue

redeemable shares subject to the conditions
prescribed in its articles. Redeemable shares
shall not be deemed to be part of the companys
shareholders equity.
The shares shall not be redeemed unless they

are fully paid-up. The shares shall not be
redeemed out of the capital of the company
unless:
(a)
all the directors have made a solvency

statement in relation to such redemption;
and
(b)
the company has lodged a copy of the

statement
with
the
Registrar
of
Companies.
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7.5 Power of the company to alter its share capital

Share capital may be altered by the company in

the general meeting by way of a resolution
passed at the general meeting. The general
meeting
may
increase
the
companys
authorised share capital by different classes of
shares.
A company, if so authorised by its articles of

association, may in general meeting alter its
share capital in any one (1) or more of the
following ways:
The general meeting may cancel authorised

share capital that has not yet been issued,
provided that there is no obligation of the
company, including a contingent obligation, to
issue these shares out of the authorised share
capital.
With respect to any changes to the capital in
case the companys shares are divided into
classes, see also Section 8 entitled Changes
in the respective rights of the various classes of
shares including the action necessary to
change the rights below.
(a)
consolidate and divide all or any of its

share capital;
(b)
convert all or any of its paid-up shares into

stock and reconvert that stock into paid-up
shares;
(c)
subdivide its shares or any of them, so

however that in the subdivision the
proportion between the amount paid and
the amount, if any, unpaid on each
reduced share shall be the same as it was
in the case of the share from which the
reduced share was derived; and/or
(d)
cancel the number of shares which at the

date of the passing of the resolution in that
behalf have not been taken or agreed to
be taken by any person or which have
been forfeited and diminish the amount of
its share capital by the number of shares
so cancelled.
7.6 Reduction of capital

Act

There are no specific provisions relating to
reduction of share capital per se. The reduction
of a companys share capital falls within the
general provisions of the Law related to
distributions.
A reduction of share capital is subject to the
approval of the court upon a petition by the
company. The court should be convinced that
the company is able to satisfy the Solvency
Criterion,
notwithstanding
the
proposed
reduction of share capital. A creditor may file an
objection to such petition, in which case the
court will hear the arguments of creditors and
thereafter make its determination.
A company may reduce its share capital under

the provisions of the Singapore Companies Act
in any way and in particular, do all or any of the
following:
(a)
extinguish or reduce the liability on any of

its shares in respect of share capital not
paid-up;
(b)
cancel any paid-up capital which is lost or

unrepresented by available assets; and/or
(c)
return to shareholders any paid-up share

capital which is more than it needs.
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A company may not reduce its share capital in
any way except as provided in the Singapore
Companies Act.
A companys memorandum or articles of
association may exclude or restrict any power
to reduce share capital conferred on the
company by the Singapore Companies Act.
8.
CHANGES IN THE RESPECTIVE RIGHTS OF THE VARIOUS CLASSES OF SHARES

INCLUDING THE ACTION NECESSARY TO CHANGE THE RIGHTS
Pursuant to the Law, if a companys shares are

divided into classes, a change in the companys
articles that prejudices the rights of a class of
shares shall not be made without the approval
of a meeting of such class of shares passed by
a simple majority, unless the articles prescribe
otherwise.
If the class rights are contained in the

memorandum of the company, they cannot be
varied as the memorandum cannot be altered
except in accordance with the Singapore
Companies Act.
If the class rights are contained in the articles of
the company, they may be altered (subject to
the Singapore Companies Act and to any
conditions in the memorandum of the company)
by special resolution.
If, in the case of a company the share capital of
which is divided into different classes of shares,
provision is made in the memorandum or
articles of association for authorising the
variation or abrogation of the rights attached to
any class of shares, subject to the consent of
any specified proportion of the holders of the
issued shares of that class or the sanction of a
resolution passed at a separate meeting of the
holders of those shares, and in pursuance of
that provision the rights attached to any such
class of shares are at any time varied or
abrogated, the holders of not less than 5.0% in
the aggregate of the issued shares of that class
(excluding treasury shares) may apply to the
Singapore High Court to have the variation or
abrogation cancelled. If such an application is
made, the variation or abrogation will not have
any effect until it is confirmed by the Court.
The Singapore High Court may, if satisfied that
the variation or abrogation would unfairly
B-28


prejudice the shareholders of the class
represented by the applicant, disallow the
variation or abrogation, and shall, if not so
satisfied, confirm it.
The issue of preference shares ranking pari
passu with existing preference shares will be
deemed to be a variation of rights of the
existing preference shareholders unless the
issue of the firstmentioned preference shares
was authorised by the terms of issue of the
existing preference shares or the articles of
association.
The alteration of any provision in the
memorandum or articles of association of a
company which affects or relates to the manner
in which the rights attaching to the shares of
any class may be varied or abrogated shall be
deemed to be a variation or abrogation of the
rights attached to the shares of that class.
9.
DIVIDENDS
9.1 Dividends and other methods of distribution

Distributions (including dividend distribution)

may be paid out of a companys profits,
provided that there is no reasonable concern
that the distribution will prevent the company
from satisfying its existing and foreseeable
obligations as and when they become due.
Pursuant to the Law, the distribution amount is
limited to the greater of retained earnings or
earning accumulated over the previous two (2)
years, according to the companys then last
reviewed or audited financial statements,
provided that the end of the period to which the
financial statements relate is not earlier by
more than six (6) months prior to the date of the
distribution.
No dividends are payable except out of profits.

There is no unconditional right of members to
receive dividends, unless specified in the
articles of association, and how and when
dividends are to be declared is determined by
the articles of association.
The court may, on application of a company,

allow it to effect a distribution in respect of
which the Profit Criterion is not fulfiled,
provided that the court is convinced that there
is no reasonable concern that such distribution
might prevent the company from being able to
pay its existing and anticipated debts when the
time comes for such payment.
B-29

In the event that the company performs a

prohibited distribution, then a shareholder shall
return the amounts received to the company,
unless the shareholder did not and ought not to
have known that the distribution effected was
prohibited.
There is a presumption according to the Law
that a shareholder in a public company who is
not also a director, general manager or
controlling shareholder at the time of the
distribution, did not know and ought not to have
known that the distribution was prohibited.
10. WINDING UP AND DISSOLUTION
10.1 Winding Up
Sections 244, 320, 321, 322, 323, 325, 330,
331, 259, 257, 261, 342, 345, 346, 347 of the
Ordinance
According to the Ordinance, a winding-up of a
company may be carried out in the following
ways:
(a)
winding up by the court;
(b)
voluntarily winding up, which can be a

shareholders voluntary winding up or a
creditors voluntary winding up (by
adopting a resolution of holders of 75% of
voting rights represented at the general
meeting and voting on the resolution); and
(c)
winding up under the supervision of the

court.
A voluntary winding up may be either a

shareholders voluntary winding up or a
creditors voluntary winding up, depending on
whether a declaration of solvency is made.
The majority of the directors of the company
must make a statutory declaration of solvency
(i.e., that the company is able to pay its debts
within 12 months from the commencement of
the winding up) for a shareholders voluntary
winding up and file it with the Registrar. After
that, a general meeting of shareholders to
approve a resolution for winding up the
company will have to be convened where at
least 75.0% of the votes cast approve the
The winding up of a company may be done in

the following ways:
(a)
members voluntary winding up;
(b)
creditors voluntary winding up;
(c)
court compulsory winding up; and
(d)
an order made pursuant to Section 216 of

the Singapore Companies Act for the
winding up of the company.
The type of winding up depends, inter alia, on

whether the company is solvent or insolvent.
Voluntary winding up
(a)
Members voluntary winding up
The directors of the company (or the majority of

directors if there are more than two (2)
directors) must make a statutory declaration of
solvency to the effect that the directors have
made an inquiry into the affairs of the company,
and have formed the opinion that the company
will be able to pay its debts in full within a period
not
exceeding
12
months
after
the
commencement of the winding up. A
declaration so made shall have no effect
unless, inter alia, it has been lodged with the
Registrar of Companies. A shareholders
meeting to approve a resolution winding up the
company will have to be convened where by a
B-30

special resolution for winding up and appoint a

liquidator. The liquidator is responsible for
collecting the assets of the company,
determining its liabilities and distributing its
assets among its creditors and the surplus to
the shareholders. A notice of the shareholders
resolution must be published within seven (7)
days in Reshumot (the official Israeli
governmental publication). The liquidator must
notify the Registrar of his appointment within 21
days.
majority of not less than three-fourths of such

members as, being entitled to do so, vote in
person or, where proxies are allowed, by proxy
present at a general meeting approve the
special resolution for winding up. A copy of this
resolution will have to be lodged with the
Registrar of Companies.
If the company is insolvent and a declaration of

solvency cannot be made, a creditors winding
up may occur, provided that the shareholders
approve a special resolution to voluntarily wind
up the company. A meeting of creditors will also
need to be held on the same day as the general
meeting of shareholders (or the day after) and a
liquidator appointed. All creditors need to be
notified of this meeting at the time the
shareholders are notified of the general
meeting. A newspaper advertisement and
publication in Reshumot (the official Israeli
governmental publication) announcing the
creditors meeting are also required.
Voluntary winding up is deemed to have
commenced on the date the resolution of
voluntary winding up of the company is adopted
in the shareholders general meeting.
Persons permitted to petition the court for
winding up by the court, include the company or
a creditor or shareholder of the company.
The court may wind-up a company upon, inter
alia, one of the following occurrences:
(a)
the company adopted a special resolution

that it will be wound-up by the court;
(b)
the company ceased its business for one

year;
(c)
the company is insolvent; or
(d)
the court is of the opinion that it is just and

equitable that the company be wound-up.
Application for the winding up by court order

may be made also by the Attorney General, the
Official Receiver or the Registrar in certain
circumstances.
(b)
Creditors voluntary winding up
Where a company cannot carry on its business

by reason of its liabilities, the directors are to
make a statutory declaration to that effect
(Declaration of Insolvency) and appoint a
provisional liquidator. Meetings of the company
and of its creditors have been summoned for a
date within one (1) month of the date of the
Declaration of Insolvency. At the shareholders
meeting, a special resolution for winding up is
passed. A meeting of the creditors shall be held
on the same day as the shareholders meeting,
or on the following day. The company shall give
to the creditors at least seven (7) clear days
notice by post of the meeting and send to each
creditor with the notice, a statement showing
the names of all creditors and the amounts of
their claims. The company shall also cause
notice of the meeting of the creditors to be
advertised at least seven (7) days before the
date of the meeting in a newspaper circulating
in Singapore.
A voluntary winding up shall commence: (a)
where a provisional liquidator has been
appointed before the resolution for voluntary
winding up was passed, at the time when the
Declaration of Insolvency was lodged with the
Registrar of Companies; and (b) in any other
case, at the time of passing of the resolution for
voluntary winding up.
Winding up by the Court
Application for the winding up by the court may
be made by a party with locus standi to do so
such as the company, any creditor (including a
contingent or prospective creditor of the
company) and the liquidator.
B-31

Winding up under the supervision of the court

When a company decides voluntarily to wind
up, the court may order that the winding up be
continued under the supervision of the court
according to instructions and on general
conditions prescribed by it, and that the
creditors, shareholders and others shall be
entitled to apply to the court, all as the court
deems just. If the court orders a winding up
under its supervision, it may appoint an
additional liquidator. In a winding up under
supervision, the liquidator may, subject to any
restrictions imposed by court, make use of his
powers without approval or intervention of the
court, as if the company were winding up
voluntarily. However, an order for winding up
under supervision is, for all intents and
purposes, equivalent to an order for winding up
by the court, except for several differences set
forth in the Ordinance.
Such application must be based upon one (1) of

the grounds set out in the Singapore
Companies Act. Circumstances in which the
company may be wound up by the court,
includes, inter alia, if:
(a)
the company has by special resolution

resolved that it be wound up by the court;
(b)
the company does not commence

business within a year from its
incorporation or suspends its business for
a whole year;
(c)
the company is unable to pay its debts; or
(d)
the court is of opinion that it is just and

equitable that the company be wound up.
10.2 Dissolution
Sections 338, 315 of the
Ordinance;
Dissolution may be carried out in the following

manner: by merger, arrangement among
shareholders and creditors or winding up.
Dissolution may be occur in the following

manner:
(a)
In a voluntary winding up, as soon as the affairs

of the company have been fully wound up, the
liquidator will make a final account showing
how the winding up was conducted and how
property was disposed of. The final general
meeting must be called for the purpose of
presenting the account before it (and in the
event of a creditors voluntary winding up, the
account must be presented also in the
creditors meeting), and within seven (7) days
thereafter, the liquidator must file a copy of the
account with the Registrar and will also notify
the Registrar that the final general meeting took
place and its date. The company is dissolved
three (3) months after the Registrar registered
the final account in its records.
In a compulsory winding up by the court, as
soon as the companys affairs have been
completely wound up, upon the request of the
liquidator, the court orders that the company be
dissolved, and the company is deemed
B-32
through the process of liquidation

pursuant to the winding up of the
company.
Where the liquidator has realised all the
property of the company or so much
thereof as can in his opinion be realised,
without
needlessly
protracting
the
liquidation, and has distributed a final
dividend, if any, to the creditors and
adjusted the rights of the contributories
among themselves and made a final
return, if any, to the contributories, he may
apply to the Singapore Court for an order
that he be released and that the company
be dissolved.
In the case of a company in voluntary
liquidation, as soon as the affairs of the
company are fully wound up, the liquidator
must make up an account showing how
the winding up was conducted and how
the property was disposed of. A final
meeting of the company (or the company
and the creditors, in the case of a
creditors voluntary winding up) must be


called for the purpose of laying the
account before it and giving any
explanation thereof. Within seven (7) days
of the holding of the final meeting, the
liquidator must lodge a prescribed return
with the Registrar of Companies and the
Official Receiver. Three (3) months after
the lodging of the return, the company will
be dissolved, unless the court has
deferred the dissolution of the company on
the application of an interested person or
the liquidator;
dissolved as the of date of the order. A copy of

the order shall, within fourteen (14) days, be
filed by the liquidator with the Registrar.
11.
(b)
in a merger or amalgamation of two

companies where the court may order the
dissolution of one (1) after its assets and
liabilities have been transferred to the
other; or
(c)
when it is struck off the register by the

Registrar of Companies on the ground that
it is a defunct company.
CONVERSION
The Law provides that a private company that

converted into a public company and a public
company that was converted into a private
company, shall file a notice with the Registrar
within fourteen (14) days of such occurrence.
The Singapore Companies Act provides that a

private company may be converted to a public
company and vice versa by, inter alia, passing a
special resolution.
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APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF

ISRAELI COMPANIES LAW
There are differences between the Israeli and Singapore statutory regimes in the area of
corporate law. Please refer to the section entitled Appendix B Comparison between Singapore
Companies Law and Israeli Companies Law of this Offer Document for a table summarising
certain of these differences, which table does not purport to be comprehensive or an authoritative
interpretation of the law and does not substitute obtaining professional advice. The rights and
obligations of shareholders of an Israeli incorporated company are set forth in the companys
articles of association, and are in addition to certain rights and obligations shareholders may have
in accordance with applicable Israeli law and regulations.
The following is a summary of a number of noteworthy features of the Israeli Companies Law. The
following summary is not, however, an exhaustive review of Israeli corporate law, including the
Israeli Companies Law. In addition to the foregoing, upon our Listing, we will also be subject to
applicable Singapore securities laws and the rules of the SGX-ST. You are advised to consult
with your legal or other professional advisors with regard to the implications of Israeli law
that may be of importance to you.
Duties of Shareholders
Under the Israeli Companies Law, each shareholder of a company has a duty to act in good faith
and in a customary manner in exercising his or her rights and fulfilling his or her obligations toward
the company and other shareholders and to refrain from abusing his or her power in the company,
among others, with respect to shareholder votes on the following matters: (i) any amendment of
the articles of association; (ii) an increase in the companys authorised share capital; (iii) a
merger; or (iv) the approval of certain interested party actions and transactions that require
shareholder approval. Every shareholder has the general duty to refrain from depriving other
shareholders of their rights. In addition, certain shareholders have a duty of fairness towards the
company. These shareholders include any controlling shareholder, any shareholder who knows
that he or it possesses the power to determine the outcome of a shareholder vote in a general
meeting or in a class meeting and any shareholder who, according to the articles of association,
has the power to appoint, or to prevent the appointment of, an office holder or other power towards
the company. The Israeli Companies Law does not define the substance of this duty of fairness,
except to state that the remedies generally available upon a breach of contract will also apply in
the event of a breach of the duty to act with fairness.
Shareholders Meetings
In accordance with the Israeli Companies Law, we are required to hold an annual general meeting
of our shareholders once every calendar year that must be held no later than 15 months after the
date of the previous annual general meeting, which may take place within or outside of the State
of Israel. To this end, the Catalist Rules provide that an issuer shall hold all its general meetings
in Singapore, unless prohibited by relevant laws and regulations in the jurisdiction of its
incorporation. A companys board of directors may convene a special general meeting of
shareholders, within or outside of Israel, pursuant to a resolution of the board of directors and is
required to convene a special general meeting pursuant to a request by: (i) any two members of
the board of directors or 25% of the directors then in office; or (ii) any shareholder or shareholders
holding at least 5% of the companys issued share capital and at least 1% of the voting rights in
the company or a shareholder or shareholders holding at least 5% of the voting rights in the
company provided that a demand by a shareholder for a shareholders meeting must set forth the
items to be considered at that meeting and comply with all other requirements of the Articles of
Association and any applicable law.
C-1

If a companys board of directors receives a demand to convene a special meeting, it must
announce the scheduling of the meeting within 21 days after the demand was delivered.
The agenda at a general meeting is determined by the board of directors. The agenda must also
include proposals for which the convening of a special meeting was demanded as set forth above,
as well as any proposal requested by one or more shareholders who hold at least 1% of the voting
rights in the company, provided that all such demands must comply with the requirements of the
articles of association, the Israeli Companies Law and any other applicable law.
Our Articles of Association require that, subject to the provisions of the Israeli Companies Law or
applicable stock exchange rules, a notice of any annual general meeting or special general
meeting must be published at least 21 days prior to the meeting and if the agenda of the meeting
includes the appointment or removal of directors, the approval of transactions with office holders
or interested or related parties, an approval of a merger or approval of dual office as chairman of
the Board of Directors and chief executive officer, notice must be provided at least 35 days prior
to the meeting. Pursuant to the Articles of Association, the Company is not required to deliver
personal notices of a general meeting or of any adjournment thereof to any shareholder, unless
otherwise required by applicable law or applicable stock exchange rules. In addition, for as long
as the Companys Shares are listed on the Exchange, at least fourteen (14) days notice of any
General Meeting shall be given by advertisement in the Singapore daily press (and if required, in
the Israeli daily press) and in writing to each stock exchange on which the Company is listed.
The shareholders entitled to participate and vote at the meeting are the shareholders as of the
record date set forth in the decision to convene the meeting, which subject to the provisions of the
Israeli Companies Law and the regulations promulgated thereunder, may generally be between
four (4) and 21 days prior to the date of the meeting, and in circumstances where the foreign listed
company delivers to its shareholders written voting ballots in respect of a general meeting,
including such in which the shareholders authorise representatives to vote in their name,
according to the applicable laws of Singapore, the record date for such general meeting may be
set between four (4) and 40 days prior to the date of the meeting.
Under the Israeli Companies Law, the quorum required for a meeting of shareholders consists of
at least two (2) shareholders present in person or by proxy or represented by an authorised
representative, who jointly hold or represent 25% or more of the voting rights in a company, unless
otherwise provided in a companys articles of association. According to our Articles, two or more
shareholders holding shares representing 10% or more of the voting rights in the Company shall
constitute a quorum at general meetings. A meeting adjourned for lack of a quorum generally is
adjourned to the same day in the following week at the same time and place or at another date,
time and place as shall be determined by the board of directors. Should no legal quorum be
present at such reconvened meeting a half hour following the time set for such meeting, the
meeting will take place with whatever number of shareholders present, unless the meeting was
called pursuant to a request by our shareholders, in which case the quorum required is the number
of shareholders to call the meeting as described above.
The chairperson(s) of our Board of Directors or any other one of our directors or other office
holders authorised by our Board of Directors shall preside over our general meetings. If none of
such persons is not present within 15 minutes from the appointed time for the commencement of
the meeting or is unwilling to act as chair, then one of the shareholders present at such meeting
shall be elected to act as chairperson.
C-2

The Israeli Companies Law requires that resolutions regarding the following matters, among other
matters, must be passed at a general meeting of our shareholders:
amendments to our articles of association;
change of the Companys name;
appointment of non-external directors, unless provided otherwise in the articles of

association;
appointment or termination of our auditors;
appointment of external directors;
approval of certain related party transactions;
approval of dual office as chairman of the board of directors and chief executive officers;
increases or reductions of our authorised share capital;
a merger; and
the exercise of our Board of Directors powers by a general meeting, if our Board of Directors
is unable to exercise its powers and the exercise of any of its powers is vital for our proper
management.
A company may determine in its articles of association certain additional matters in respect of
which resolutions by the shareholders at a general meeting will be required.
Generally, under the Articles of Association, shareholder resolutions (for example, resolutions for
the appointment of auditors) are deemed adopted if approved by the holders of a simple majority
of the voting rights represented at a general meeting in person or by proxy and voting (excluding
abstentions), unless a different majority is required by law or pursuant to the Articles of
Association. A notable exception to the simple majority vote requirement is a resolution for the
voluntary winding up, or an approval of a scheme of arrangement or reorganisation, of the
company pursuant to Section 350 of the Israeli Companies Law, which requires the approval of a
majority of the number of participating shareholders (except for abstentions) holding together 75%
of the voting rights represented at the meeting and voting on the resolution. Our Articles of
Association provide that certain resolutions require adoption of a resolution passed by a majority
in favour of not less than two thirds (66.66%) of the votes present and voting at the meeting of
shareholders.
Information Rights
Under the Israeli Companies Law, shareholders are provided access to: minutes of our general
meetings; our shareholders register and principal shareholders register; articles of association
and financial statements; and any document that we are required by law to file publicly with the
Israeli Registrar of Companies or the Israel Securities Authority. In addition, shareholders may
request to be provided with any document related to an action or transaction requiring shareholder
approval under the interested party transaction provisions of the Israeli Companies Law. We may
C-3

deny this request if in our opinion it has not been made in good faith or if such denial is necessary
to protect a trade secret or patent or that the documents disclosure may otherwise impair our
interests.
Dividends
We may declare a dividend to be paid to the holders of our Ordinary Shares in proportion to their
respective shareholdings (see the section entitled Dividend Policy of this Offer Document for
further details). Under the Israeli Companies Law, dividend distributions are determined by the
board of directors and do not require the approval of the shareholders of a company, unless the
companys articles of association provide otherwise. Our Articles of Association do not require
shareholder approval of a dividend distribution and provide that dividend distributions may be
determined by our Board of Directors. Distributions (including dividend distributions) may be paid
out of a companys profits, provided that there is no reasonable concern that the distribution will
prevent the company from satisfying its existing and foreseeable obligations as they become due.
Under the Israeli Companies Law, a the distribution amount is limited to the greater of retained
earnings or earnings accumulated over the two (2) most recent years, after subtracting prior
distributions, according to our then last reviewed or audited financial statements (provided that the
end of the period to which the financial statements relate is not more than six (6) months prior to
the date of distribution). According to the Israeli Companies Law, retained earnings refer to
surplus, that is the sums included in the equity of the Company which are derived from its net
profits, as determined in accordance with generally accepted accounting principles, and other
sums included in the equity in accordance with generally accepted accounting principles, which
are not share capital or premium, that the Israeli Minister of Justice has provided that such shall
be deemed as surplus. In the event that we do not have profits legally available for distribution,
as defined in the Israeli Companies Law, we may seek the approval of the court in order to
distribute a dividend. Prior to the granting of the court order, we are required to give notice of the
proposed distribution to our creditors, who are entitled to file their objections with the court. The
court may approve our request if it is convinced that there is no reasonable concern that the
payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as
they become due. The repurchase by a company of its own shares as well as the purchase of a
companys shares by its subsidiary or other entity under its control, or provision of financing,
directly or indirectly, by a company, its subsidiary or other entity under its control, for the purpose
of acquiring the companys shares or securities convertible or exercisable into shares of a
company is considered a distribution under the Israeli Companies Law.
Mergers and Acquisitions
Full Tender Offer
A person wishing to acquire shares of a public Israeli company and who would as a result of such
acquisition hold more than 90.0% of the target companys voting rights or the target companys
issued and outstanding share capital (or of a class thereof), is required by the Israeli Companies
Law to make a tender offer to all of the companys shareholders for the purchase of all of the
issued and outstanding shares of the company (or the applicable class). If (a) the shareholders
who do not accept the offer hold less than 5.0% of the issued and outstanding share capital of the
company (or the applicable class) and a majority of the offerees that do not have a personal
interest in the acceptance of the tender offer accepted the tender offer or (b) the shareholders who
did not accept the tender offer hold less than 2.0% of the issued and outstanding share capital of
the company (or of the applicable class), all of the shares that the acquirer offered to purchase will
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be transferred to the acquirer by operation of law. A shareholder who had his or its shares so
transferred may petition the court within six (6) months from the date of acceptance of the full
tender offer, regardless of whether such shareholder agreed to the offer, to determine whether the
tender offer was for less than fair value and whether the fair value should be paid as determined
by the court. However, an offeror may provide in the offer that a shareholder who accepted the
offer will not be entitled to appraisal rights as described in the preceding sentence, as long as the
offeror and the company disclosed the information required by law in connection with the tender
offer. If the full tender offer was not accepted in accordance with any of the above alternatives, the
acquirer may not acquire shares of the company that will increase its holdings to more than 90.0%
of the companys issued and outstanding share capital (or of the applicable class) from
shareholders who accepted the tender offer.
Merger
The Israeli Companies Law permits merger transactions if approved by each partys board of
directors and, unless certain conditions described under the Israeli Companies Law are met, a
majority of each partys shareholders participating and voting at the shareholders meeting. The
board of directors of a merging company is required pursuant to the Israeli Companies Law to
discuss and determine whether in its opinion there exists a reasonable concern that as a result of
a proposed merger, the surviving company will not be able to satisfy its obligations towards its
creditors, such determination taking into account the financial status of the merging companies.
If the board of directors determines that such a concern exists, it may not approve a proposed
merger. Following the approval of the board of directors of each of the merging companies, the
boards of directors must jointly prepare a merger proposal for submission to the Israeli Registrar
of Companies.
For purposes of the shareholder vote, unless a court rules otherwise, if one (1) of the merging
companies (or any person who holds 25.0% or more of the voting rights or the right to appoint
25.0% or more of the directors of one (1) of the merging companies) holds shares in the other
merging company, the merger will not be deemed approved if a majority of the shares voted at the
shareholders meeting by shareholders other than the other party to the merger, or any person who
holds 25.0% or more of the voting rights or the right to appoint 25.0% or more of the directors of
the other party, vote against the merger. In addition, if the non-surviving entity of the merger has
more than one (1) class of shares, the merger must be approved by each class of shareholders.
If the transaction would have been approved but for the separate approval of each class or the
exclusion of the votes of certain shareholders as provided above, a court may still approve the
merger upon the request of holders of at least 25.0% of the voting rights of a company, if the court
holds that the merger is fair and reasonable, taking into account the value of the parties to the
merger and the consideration offered to the shareholders. If a merger is with a companys
controlling shareholder or if the controlling shareholder has a personal interest in the merger, then
the merger is instead subject to the same special majority approval that governs all extraordinary
transactions with controlling shareholders (that is, approval by the following in the following order:
audit committee, board of directors, general meeting on condition that one (1) of the following
applies: (a) the majority of votes at the general meeting includes at least a majority of all the votes
of shareholders who do not have a personal interest in the approval of the transaction and who
participate in the vote; abstentions shall not be included in the total of the votes of the aforesaid
shareholders; or (b) the total of opposing votes from among the shareholders said in
subparagraph (a) does not exceed 2.0% of all the voting rights in the company).
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Upon the request of a creditor of either party to the proposed merger, the court may delay or
prevent the merger if it concludes that there exists a reasonable concern that, as a result of the
merger, the surviving company will be unable to satisfy the obligations of the merging entities, and
may further give instructions to secure the rights of creditors.
Under the Israeli Companies Law, each merging company must inform its creditors of the
proposed merger plans in accordance with the provisions of the Israeli Companies Law and its
applicable regulations.
In addition, a merger may not be completed unless at least 50 days have passed from the date
that a proposal for approval of the merger is filed with the Israeli Registrar of Companies and at
least 30 days have passed from the date that shareholder approval of both merging companies is
obtained.
Register of Shareholders
A public company must maintain, in addition to its shareholders register, a register of
shareholders who hold 5.0% or more of its issued share capital or of its voting rights.
Fiduciary Duties of Office Holders
The Israeli Companies Law codifies the fiduciary duties that office holders owe to a company. A
duty of care and a duty of loyalty are imposed on all office holders. The duty of care requires an
office holder to act with the level of skill with which a reasonable office holder in the same position
would have acted under the same circumstances. The duty of loyalty requires that an office holder
act in good faith and in the best interest of the company. The duty of care includes a duty to use
reasonable measures to obtain: (i) information on the business expedience of a given action
brought for his or her approval or performed by him or her by virtue of his or her position; and (ii)
all other important information pertaining to these actions. The duty of loyalty includes a duty to:
(i) refrain from any conflict of interest between the performance of his or her duties in the company
and the performance of his or her other duties or his or her personal affairs; (ii) refrain from any
activity that is competitive with the companys business; (iii) refrain from taking advantage of any
business opportunity of the company to obtain a personal gain for himself or herself or others; and
(iv) disclose to the company any information or documents relating to the companys affairs which
the office holder received by virtue of his or her position as an office holder.
Exemption, Insurance and Indemnification of Office Holders
A company may exempt from liability, indemnify or provide insurance for its office holders,
provided that: (i) the articles of association permit the company to do so; and (ii) it has been
approved by the remuneration committee and board of directors and, if the beneficiary is a director
or chief executive officer or in the event that such exemption, indemnification or insurance is
granted to other office holders not in accordance with the companys compensation policy, also by
a general meeting of shareholders, subject to certain terms as specified below. A company may
not exempt an office holder from liability with respect to a breach of the office holders duty of
loyalty. However, a company may exempt an office holder from liability to the company in advance,
in whole or in part, with respect to a breach of the office holders duty of care, except that a
company may not exempt a director in advance from liability with respect to the directors breach
of duty of care in respect of any distribution by the company. A company may enter into a contract
to provide insurance for the liability of any of its office holders with respect to an act performed
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in their capacity of office holders for: (i) a breach of his or her duty of care to the company or to
another person; (ii) a breach of his or her duty of loyalty to the company, provided that the office
holder acted in good faith and had a reasonable basis to assume that his or her act would not
prejudice the companys interests; and (iii) a monetary liability imposed upon him or her in favour
of another person.
A company may indemnify an office holder either pursuant to an undertaking made in advance
of an event or following an event with respect to an act performed in his or her capacity as an
office holder against certain expenses or obligations, which include, among others: (i) a financial
obligation imposed on the office holder in favour of another person under a court judgement,
including a settlement or arbitrators award approved by a court; provided however, that if an
undertaking to indemnify an office holder with respect to such liability is made in advance, then
such undertaking must specify the events that, in the board of directors opinion, are foreseeable
in view of the companys business as actually conducted at the time of the undertaking and the
amount or according to criteria that the board of directors deems reasonable under the
circumstances and the undertaking to indemnify shall specify any such events, amounts or
criteria; (ii) reasonable litigation expenses, including attorney fees, incurred by the office holder:
(a) pursuant to an investigation or proceeding conducted against such office holder by an authority
authorised to conduct such investigation or proceeding, and which investigation or proceeding
concluded without the filing of an indictment against such office holder and without a financial
obligation imposed against such office holder in lieu of a criminal proceeding, or concluded without
filing an indictment against such office holder but with a financial obligation imposed upon such
office holder in lieu of a criminal proceeding for an offense that does not require proof of criminal
intent, or (b) in connection with monetary sanctions; and (iii) reasonable litigation expenses,
including attorney fees, paid by the office holder or imposed on him by the court in proceedings
instituted against him by or on behalf of the company or by a third party or in criminal proceedings
in which the office holder was acquitted; or in criminal proceedings in which he was convicted of
an offense, which does not require proof of criminal intent. A company may neither exempt from
liability nor indemnify an office holder or enter into an insurance contract, against any of the
following: (i) a breach by the office holder of his or her duty of loyalty, except for indemnification
and insurance for a breach of the duty of loyalty to the company to the extent that the office holder
acted in good faith and had a reasonable basis to assume that the act would not prejudice the
interests of the company; (ii) a breach by the office holder of his or her duty of care if the breach
was intentional or reckless, excluding a breach arising out of the negligent conduct only of the
office holder; (iii) any act or omission with the intent to derive an unlawful personal benefit; and
(iv) a fine, monetary sanction or forfeit levied against the office holder.
We have obtained directors and officers liability insurance for the benefit of our office holders and
intend to continue to maintain such coverage and pay all premiums thereunder to the fullest extent
permitted by the Israeli Companies Law. In addition, we had on 28 October 2015, entered into
agreements (to become effective upon Listing) with each of our Directors and Executive Officers
undertaking to indemnify them to the fullest extent permitted by the Israeli Companies Law,
including with respect to liabilities resulting from this Placement. The maximum indemnification
amount set forth in such agreements with respect to expenses and obligations under clause (i) in
the preceding paragraph is limited to the greater of: an amount equal to 25% of our shareholders
equity as reflected in our most recent consolidated financial statements prior to the date on which
the indemnity payment is made, or US$15 million.
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Board Meetings
A board of directors shall meet in accordance with the companys needs, provided that meetings
shall be convened at least once every three months.
Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions
The Israeli Companies Law requires that an office holder promptly disclose to the board of
directors any personal interest that he or she may be aware of and all related material facts or
documents concerning any existing or proposed transaction of the company. An interested office
holders disclosure must be made promptly and in any event no later than the first meeting of the
board of directors at which the transaction is considered. A personal interest includes an interest
of any person in an act or transaction of a company, including a personal interest of such persons
relative or of a corporate body in which such person or a relative of such person holds 5% or more
of the share capital or voting rights, serves as a director or general manager or in which he or she
has the right to appoint at least one director or the general manager, but excluding a personal
interest stemming from ones ownership of shares in the company. A personal interest furthermore
includes the personal interest of a person for whom the office holder holds a voting proxy or the
personal interest of the office holder with respect to his or her vote on behalf of a person for whom
he or she holds a proxy even if such shareholder has no personal interest in the matter,
irrespective of whether the office holder who votes has or does not have discretion in voting. An
office holder is not, however, obligated to disclose a personal interest if it derives solely from the
personal interest of his or her relative in a transaction that is not considered an extraordinary
transaction. Under the Israeli Companies Law, an extraordinary transaction is defined as any of
the following:
a transaction not in the companys ordinary course of business;
a transaction that is not on market terms; or
a transaction that may have a material impact on a companys profitability, assets or

liabilities.
If it is determined that an office holder has a personal interest in a transaction which is not an
extraordinary transaction, approval by the board of directors is required for the transaction, unless
the companys articles of association provide for a different method of approval. Furthermore, so
long as an office holder has disclosed his or her personal interest in an action, the authorised
organs of the company may approve an action by the office holder that would otherwise be
deemed a breach of duty of loyalty. However, a company may not approve a transaction or action
that is not in the companys best interest or that is not performed by the office holder in good faith.
An extraordinary transaction in which an office holder has a personal interest requires approval
first by the companys audit committee and subsequently by the board of directors. The
compensation of an office holder who is not a director requires approval first by the companys
remuneration committee, then by the companys board of directors and, if such compensation
arrangement is inconsistent with the companys stated compensation policy or if the office holder
is a chief executive officer (apart from a number of specific exceptions), then such arrangement
is subject to the approval of a majority vote of the shares present and voting at a shareholders
meeting, provided that either: (a) such majority includes at least a majority of the shares held by
all shareholders who are not controlling shareholders and do not have a personal interest in such
compensation arrangement; or (b) the total number of shares of non-controlling shareholders and
shareholders who do not have a personal interest in the compensation arrangement and who vote
against the arrangement does not exceed 2% of the companys aggregate voting rights. We refer
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to this as the Special Approval for Compensation. Arrangements regarding the compensation,
indemnification or insurance of a director require the approval of the remuneration committee,
board of directors and, unless exempted under the regulations promulgated under the Israeli
Companies Law, shareholders by simple majority, in that order, and under certain circumstances,
a Special Approval for Compensation.
Generally, a person who has a personal interest in a transaction (except with respect to a
non-extraordinary transaction) which is considered at a meeting of the board of directors or the
Audit Committee may not be present at such a meeting or vote on that matter unless the chairman
of the relevant committee or board of directors (as applicable) determines that he or she should
be present in order to present the transaction that is subject to approval. If a majority of the
members of the Audit Committee or the board of directors (as applicable) has a personal interest
in the approval of a transaction, then all directors may participate in discussions of the Audit
Committee or the board of directors (as applicable) on such transaction and vote on approval
thereof, but shareholder approval is also required for such transaction.
The Audit Committee may not approve an action or a transaction with a controlling shareholder or
with an office holder unless at the time of approval the majority of the members of the Audit
Committee are present, of whom a majority must be independent directors (as defined in the
Israeli Companies Law) and at least one of whom must be an external director.
All approvals of interested party transactions with directors or other office holders (as specified in
the Israeli Companies Law) are contingent upon such transaction being in the Companys best
interest.
Disclosure of Personal Interests of Controlling Shareholders and Approval of Certain
Transactions
Pursuant to the Israeli Companies Law, the disclosure requirements regarding personal interests
that apply to directors and other officers also apply to a controlling shareholder of a public
company. In the context of a transaction involving a shareholder of the company, a controlling
shareholder also includes a shareholder who holds 25% or more of the voting rights in the
company if no other shareholder holds more than 50% of the voting rights in the company. For this
purpose, the holdings of all shareholders who have a personal interest in the same transaction will
be aggregated. The approval of the Audit Committee, and with respect to a transaction regarding
the service and employment terms, the Remuneration Committee, the board of directors and the
shareholders of the company, in that order, is required for (a) extraordinary transactions with a
controlling shareholder or in which a controlling shareholder has a personal interest, (b) the
engagement with a controlling shareholder or his or her relative, directly or indirectly, for the
provision of services to the company, (c) the terms of office and employment of a controlling
shareholder or his or her relative who is an office holder or (d) the employment of a controlling
shareholder or his or her relative by the company, who is an employee and not an office holder.
In addition, the shareholder approval requires one of the following, which we refer to as a special
majority:
at least a majority of the shares held by all shareholders who do not have a personal interest
in the transaction and who are present and voting at the meeting approves the transaction,
excluding abstentions; or
the shares voted against the transaction by shareholders who have no personal interest in
the transaction and who are present and voting at the meeting do not exceed 2% of the voting
rights in the company.
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The approval of a transaction with a controlling shareholder (as specified in the Israeli Companies
Law) is contingent upon such transaction being in the companys best interests.
To the extent that any such transaction with a controlling shareholder is for a period extending
beyond three years, approval is required once every three years, provided, however, that with
respect to transactions other than with respect to terms of engagement, compensation or
employment, the Audit Committee may determine that a longer duration of the transaction is
reasonable given the circumstances related thereto.
Arrangements regarding the compensation, indemnification or insurance of a controlling
shareholder in his or her capacity as an office holder require the approval of the remuneration
committee, board of directors and shareholders by a special majority and the terms thereof should
be consistent with the companys stated compensation policy (apart from a number of specific
exceptions).
Pursuant to regulations promulgated under the Israeli Companies Law, certain transactions with
a controlling shareholder or his or her relative, or with directors, that would otherwise require
approval of a companys shareholders may be exempt from shareholder approval upon certain
determinations of the audit committee or the remuneration committee, together with the board of
directors. Under these regulations, a shareholder holding at least 1.0% of the issued share capital
of the company may require, within 14 days of the publication of such determinations, that despite
such determinations by the applicable committee and the board of directors, such transaction will
require shareholder approval under the same majority requirements that would otherwise apply to
such transactions.
Description of the Ordinary Shares
The following is a summary of certain of the material attributes and characteristics of our Ordinary
Shares.
Dividend Rights
The holders of our Ordinary Shares are entitled to receive any dividend (in proportion to their
respective shareholdings) if and when distributed, provided that they hold our Ordinary Shares on
the record date determined for such dividend distribution.
Voting Rights
The holders of our Ordinary Shares are entitled to attend all of our annual and special meetings
of our Shareholders, whether in person or by proxy, and to one vote in respect of each share held
at all such meetings. All ordinary shares will have identical voting and other rights in all respects.
Rights Upon Dissolution or Winding-up
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be
distributed to the holders of our Ordinary Shares on a pro-rata basis.
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Transfer of Shares
Our fully paid ordinary shares are issued in registered form and may be freely transferred under
our Articles of Association, unless the transfer is restricted or prohibited by law or by the rules,
bye-laws or listing rules of a stock exchange on which the shares are listed or traded.
Limitations on Rights to Hold or Vote Shares
The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any
way by our Articles of Association or the laws of the State of Israel, except for ownership by
nationals of some countries that are, or have been, in a state of war with Israel. Please refer to
the sections entitled General and Statutory Information Miscellaneous and Appendix E
Our Articles of Association of this Offer Document for more details.
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APPENDIX D SELECTED EXTRACTS OF OUR

ARTICLES OF ASSOCIATION
The discussion below provides information about certain provisions of our Articles of Association
(Articles). This description is only a summary and is qualified by reference to our Articles and
does not purport to be a comprehensive or exhaustive description of the Articles. This is not
intended to substitute the need to review our entire Articles and you are advised to review the
Articles in its entirety. Please refer to Appendix E Our Articles of Association of this Offer
Document for our entire Articles. The following are extracts of the provisions in our Articles relating
to:
(a)
A directors power to vote on a proposal, arrangement or contract in which he is

interested
Article 45 Conflict of Interests
(b)
(a)
Subject to any provisions of applicable law, a Director shall not be disqualified by virtue
of his office from holding another office in the Company or in any other company in
which the Company is a shareholder or in which it has any other form of interest, or of
entering into a contract with the Company, either as seller or buyer or otherwise.
Likewise, subject to the Israeli Companies Law, no contract made by the Company or
on its behalf in which a Director has any form of interest may be nullified and a Director
shall not be obligated to account to the Company for any profit deriving from such office,
or resulting from such contract, merely by virtue of the fact that he serves as a Director,
but such Director shall be obligated to disclose to the Board of Directors the nature of
any such interest as well as any material fact or document at the meeting of the Board
of Directors at which the contract or arrangement is first considered.
(b)
Subject to the provisions of the Israeli Companies Law with respect to all of the
following the Company may enter into any contract or otherwise transact any business
with any Office Holder in which contract or business such Office Holder has a personal
interest, directly or indirectly; and may enter into any contract of otherwise transact any
business with any third party in which contract or business an Office Holder has a
personal interest, directly or indirectly, provided always that no Director shall be present
in the discussion of nor vote with regard to any contract or proposed contract or
arrangement in which he has directly or indirectly a personal material interest.
A directors power to vote on remuneration (including pension or other benefits) for

himself or for any other director and whether the quorum at a meeting of the board of
directors to vote on directors remuneration may include the director whose
remuneration is the subject of the vote
Article 44 Remuneration of Directors
(a)
Payment of remuneration to a Director by the Company for his services as Director shall
be subject to the approvals required pursuant to the provisions of the Israeli Companies
Law, provided that the fees payable to Directors shall not be increased except pursuant
to an Ordinary Resolution (or other majority as required under the Israeli Companies
Law) where notice of the proposed increase shall have been given in the notice
convening the meeting. The Company shall compensate its External Directors pursuant
to the provisions of the Israeli Companies Law.
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(b)
The Company may reimburse Directors for their reasonable expenses for travelling,
board and lodging and other expenses connected with their participation at meetings of
the Board of Directors and the performance of their duties as Directors, according to the
Companys policy from time to time and subject to the Israeli Companies Law.
(c)
Any Director who holds any executive office, or who serves on any Committee of the
Board of Directors, or who otherwise performs services which in the opinion of the
Board of Directors are outside the scope of ordinary duties of a Director, may be paid
such extra remuneration by way of salary, commission or otherwise as the Board of
Directors may determine, subject to the provisions of the Israeli Companies Law.
(d)
The fees payable to non-executive Directors shall be by a fixed sum and shall not at any
time be by commission on or a percentage of the profits or turnover. Salaries payable
to executive Directors may not include a commission on or a percentage of turnover.
(e)
Executive Directors and non-executive directors may receive options, warrants or other
securities convertible or exercisable into shares of the Company, as may be determined
from time to time by the Board of Directors and subject to the provisions of the Israeli
Companies Law.
Article 45(b) Conflict of Interests

Subject to the provisions of the Israeli Companies Law with respect to all of the following
the Company may enter into any contract or otherwise transact any business with any Office
Holder in which contract or business such Office Holder has a personal interest, directly or
indirectly; and may enter into any contract of otherwise transact any business with any third
party in which contract or business an Office Holder has a personal interest, directly or
indirectly, provided always that no Director shall be present in the discussion of nor vote with
regard to any contract or proposed contract or arrangement in which he has directly or
indirectly a personal material interest.
Article 48 Quorum
No business shall be transacted at a meeting of the Board of Directors unless the requisite
quorum is present when the meeting proceeds to business. Until otherwise unanimously
decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be
constituted by the presence, in person or by any other means of communication by which the
Directors may hear each other simultaneously, of a majority of the Directors then in office
who are lawfully entitled to participate and vote in the meeting (as conclusively determined
by the chair of the Audit Committee and in the absence of such determination by the
chair(s) of the Board of Directors), but shall not be less than two. For the avoidance of doubt,
should a Director or Directors be barred from being present and voting at a meeting of the
Board of Directors by virtue of the Israeli Companies Law, the quorum shall be a majority of
the directors entitled to be present and to vote at the meeting of the Board of Directors.
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(c)
The borrowing powers exercisable by the directors and how such borrowing powers
may be varied
Article 36(b) Borrowing Power
The Board of Directors may from time to time, in its discretion, cause the Company to borrow
or secure the payment of any sum or sums of money for the purposes of the Company, and
may secure or provide for the repayment of such sum or sums in such manner, at such times
and upon such terms and conditions in all respects as it thinks fit, and, in particular, by the
issuance of bonds, perpetual or redeemable debentures, debenture stock, or any mortgages,
charges, liens or other security interests of any kind on the undertaking or the whole or any
part of the property of the Company, both present and future, including its uncalled or called
but unpaid capital for the time being.
The Company may, from time to time, by resolution of the Board of Directors, borrow funds
or guarantee and/or provide securities for the payment of any sum by the Company or any
third party.
(d)
The retirement or non-retirement of a director under an age limit requirement

There is no retirement age limit for Directors under our Articles.
(e)
The number of shares, if any, required for the qualification of a director

Article 41 Qualification of Directors
No person shall be disqualified to serve as a Director by reason of his not holding shares in
the Company or by reason of his having served as a Director in the past.
(f)
The rights, preferences and restrictions attaching to each class of shares

Article 7 Share Capital of the Company and Rights Attached to Shares
(a)
The registered share capital of the Company is NIS Fifteen Million (15,000,000) divided
into 1.5 Billion (1,500,000,000) Ordinary Shares with a nominal (par) value of NIS 0.01
per share (sometimes referred to herein as, the Ordinary Shares or the Shares).
The Ordinary Shares shall be pari passu in all respects.
(b)
The Ordinary Shares shall confer upon the holders thereof: (i) an equal right to
participate in and vote at the General Meetings of the Company; each of the Shares in
the Company shall entitle its holder present at the meeting and participating in the vote
(whether in person or by proxy) to one vote for each Share held, provided that all calls
due to the Company in respect of any Share or Shares have been paid; (ii) an equal
right to participate in the distribution of dividends, whether in cash or in bonus shares,
in the distribution of assets, or in any other distribution, pro rata to the nominal amount
paid up on the Shares or credited as paid up in respect thereof; (iii) an equal right to
participate in the distribution of the surplus assets of the Company in the event of its
winding-up pro rata to the nominal amount paid up on the Shares or credited as paid up
in respect thereof.
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Article 9 Special Rights; Modifications of Rights
(a)
Without prejudice to any special rights previously conferred upon the holders of existing
shares in the Company, the Company may, from time to time, by a resolution of
Shareholders, provide for shares with such preferred or deferred rights or rights of
redemption or other special rights and/or such restrictions, whether with regard to
dividends, voting, repayment of share capital or otherwise, as may be stipulated in such
resolution.
(b)
Preference shares may be issued subject to such limitations thereof as may be

prescribed by any stock exchange upon which shares in the Company may be listed and
the rights attaching to shares other than Ordinary Shares shall be expressed in these
Articles. The total number of issued preference shares shall not exceed the total
number of issued Ordinary Shares at any time. Preference shareholders shall have the
same rights as ordinary shareholders as regards receiving of notices, reports and
balance sheets and attending general meetings of the Company. Preference
shareholders shall also have the right to vote at any meeting convened for the purpose
of reducing the capital or winding up or sanctioning a sale of the undertaking of the
Company or where the proposal to be submitted to the meeting directly affects their
rights and privileges or when the dividend on the preference shares is more than six (6)
months in arrears.
(c)
The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares from time to time already issued or about to be issued.
(d)
The repayment of preference capital other than redeemable preference or any other
alteration of preference shareholder rights may only be made pursuant to a Special
Resolution of the preference shareholders concerned provided always that where the
necessary majority for such a Special Resolution is not obtained at the general meeting,
consent in writing if obtained from the holders of three-fourths of the preference shares
concerned within two (2) months of the general meeting, shall be as valid and effectual
as a Special Resolution carried at the general meeting.
(e)
If at any time the share capital is divided into different classes of shares, the rights
attached to any class, unless otherwise provided by these Articles, may be modified or
abrogated by the Company, by an Ordinary Resolution of Shareholders, subject to the
sanction of an Ordinary Resolution passed by holders of such class present and voting
at a separate General Meeting of the holders of the shares of such class.
(f)
The provisions of these Articles relating to General Meetings shall, mutatis mutandis,
apply to any separate General Meeting of the holders of the shares of a particular class.
(g)
Unless otherwise provided by these Articles, an increase in the authorised share

capital, the creation of a new class of shares, an increase in the authorised share
capital of a class of shares, or the issuance of additional shares thereof out of the
authorised and unissued share capital, shall not be deemed, for purposes of this Article
9, to modify or derogate or cancel the rights attached to previously issued shares of
such class or of any other class.
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(g)
Any change in capital

Article 8 Increase of Share Capital
(a)
The Company may, from time to time, by a resolution of Shareholders, whether or not
all the shares then authorised have been issued, increase its registered (authorised)
share capital by the creation of new shares. Any such increase shall be in such amount
and shall be divided into shares of such nominal amounts (or no nominal amounts if the
Company so decides), and such shares shall confer such rights and preferences, and
shall be subject to such restrictions, as such resolution shall provide.
(b)
Except to the extent otherwise provided in such resolution, any new shares included in
the authorised share capital increased as aforesaid shall be subject to all the provisions
of these Articles which are applicable to shares included in the existing share capital
(and, if such new shares are of the same class as a class of shares included in the
existing share capital, to all of the provisions which are applicable to shares of such
class included in the existing share capital).
Article 10 Consolidation, Subdivision, Cancellation and Reduction of Share Capital

(a)
The Company may, from time to time, by a resolution of Shareholders (subject,

however, to the provisions of Article 9(e) hereof, if applicable, and to applicable law):
(i)
consolidate and divide all or any of its issued or unissued share capital into shares
of larger nominal value than its existing shares;
(ii)
subdivide its shares (issued or unissued) or any of them, into shares of smaller
nominal value than is fixed by these Articles (subject, however, to the provisions
of the Israeli Companies Law), and the shareholders resolution pursuant to which
any share is subdivided may determine that, as among the holders of the shares
resulting from such subdivision, one or more of the shares may, as compared with
the others, have any such preferred or deferred rights or rights of redemption or
other special rights with regard to dividends, participation in assets upon
winding-up, voting and so forth, or be subject to any such restrictions, as the
Company has power to attach to unissued or new shares;
(iii) cancel any shares which, at the date of the adoption of such resolution, have not
been taken or agreed to be taken by any person, and reduce the amount of its
share capital by the amount of the shares so cancelled; or
(iv) reduce its share capital in any manner, and with and subject to any incident
authorised, and consent required, by law.
(b)
With respect to any consolidation of issued shares and with respect to any other action
which may result in fractional shares, the Board of Directors may settle any difficulty
which may arise with regard thereto, as it deems fit, including, inter alia, resort to one
or more of the following actions:
(i)
determine, as to the holder of shares so consolidated, which issued shares shall

be consolidated into each share of larger nominal value;
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(ii)
allot, in contemplation of or subsequent to such consolidation or other action, such

shares or fractional shares sufficient to preclude or remove fractional
shareholdings;
(iii) to the extent as may be permitted under the Israeli Companies Law, redeem or
purchase such shares or fractional shares sufficient to preclude or remove
fractional shareholdings;
(iv) round up, round down or round to the nearest whole number, any fractional shares
resulting from the consolidation or from any other action which may result in
fractional shares; or
(v)
to the extent as may be permitted under the Israeli Companies Law, cause the
transfer of fractional shares by certain Shareholders of the Company to other
Shareholders thereof so as to most expediently preclude or remove any fractional
shareholdings, and cause the transferees to pay the transferors the fair value of
fractional shares so transferred, and the Board of Directors is hereby authorised
to act as agent for the transferors and transferees with power of substitution for
purposes of implementing the provisions of this sub-Article 10(b)(v).
Article 13(d) Repurchase of Shares

The Company may at any time and from time to time, subject to the Israeli Companies Law,
repurchase or finance the purchase of any shares or other securities issued by the Company,
in such manner and under such terms as the Board of Directors shall determine, whether
from any one or more Shareholders. Such purchase shall not be deemed as payment of
dividends and no Shareholder will have the right to require the Company to purchase his
shares or offer to purchase shares from any other Shareholders.
(h)
Any change in the respective rights of the various classes of shares including the
action necessary to change the rights, indicating where the conditions are different
from those required by the applicable law
Article 9 Special Rights; Modifications of Rights
(d)
The repayment of preference capital other than redeemable preference capital or any
other alteration of preference shareholder rights may only be made pursuant to a
Special Resolution of the preference shareholders concerned provided always that
where the necessary majority for such a Special Resolution is not obtained at the
general meeting, consent in writing if obtained from the holders of three-fourths of the
preference shares concerned within two (2) months of the general meeting, shall be as
valid and effectual as a Special Resolution carried at the general meeting.
(e)
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(i)
(f)
(g)

Any time limit after which a dividend entitlement will lapse and an indication of the
party in whose favour this entitlement operates
Article 63 Unclaimed Dividends
All unclaimed dividends or other monies payable in respect of a share may be invested or
otherwise made use of by the Board of Directors for the benefit of the Company until claimed.
The payment by the Directors of any unclaimed dividend or such other monies into a
separate account shall not constitute the Company a trustee in respect thereof, and any
dividend unclaimed after a period of seven (7) years from the date of declaration of such
dividend, and any such other monies unclaimed after a like period from the date the same
were payable, shall be forfeited and shall revert to the Company, provided, however, that the
Board of Directors may, at its discretion, cause the Company to pay any such dividend or
such other monies, or any part thereof, to a person who would have been entitled thereto had
the same not reverted to the Company.
(j)
Any limitation on the right to own shares including limitations on the right of
non-resident or foreign shareholders to hold or exercise voting rights on the shares
There is no such limitation on the right to own Shares under our Articles.
(k)
Exemption, Insurance and Indemnity

Article 72 Exemption, Indemnity and Insurance
(a)
Subject to the provisions of the Israeli Companies Law, the Company may, to the fullest
extent permitted by applicable law, exempt in advance an Office Holder from all or some
of the Office Holders responsibility for damage resulting from the Office Holders
breach of the Office Holders duty of care to the Company, other than with respect to a
liability arising out of the breach of duty of care in respect of any Distribution (as such
term is defined in the Israeli Companies Law) by the Company.
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(b)
extent permitted by applicable law, indemnify an Office Holder in respect of an
obligation or expense specified below imposed on or incurred by the Office Holder in
respect of an act or omission performed in his capacity as an Office Holder, with respect
to the following:
(i)
a financial obligation imposed on such Office Holder in favour of another person by

a court judgement, including a compromise judgement or an arbitrators award
approved by court;
(ii)
reasonable litigation expenses, including attorneys fees, incurred by the Office

Holder as a result of an investigation or proceeding instituted against him by a
competent authority which concluded without the filing of an indictment against
him and without the imposition of any financial liability in lieu of criminal
proceedings, or which concluded without the filing of an indictment against him but
with the imposition of a financial liability in lieu of criminal proceedings concerning
a criminal offense that does not require proof of criminal intent or in connection
with a financial sanction (the phrases proceeding concluded without the filing of
an indictment and financial liability in lieu of criminal proceeding shall have the
meaning ascribed to such phrases in section 260(a)(1a) of the Israeli Companies
Law); and
(iii) reasonable litigation expenses, including attorneys fees, expended by an Office

Holder or charged to the Office Holder by a court, in a proceeding instituted
against the Office Holder by the Company or on its behalf or by another person,
or in a criminal charge from which the Office Holder was acquitted, or in a criminal
charge in which the Office Holder was convicted of an offense that does not require
proof of criminal intent.
The Company may undertake to indemnify an Office Holder as aforesaid, (x) in
advance, provided that, in respect of sub-Article 72(b)(i), the indemnity
undertaking is limited to events which in the opinion of the Board of Directors are
foreseeable in light of the Companys actual operations when the undertaking to
indemnify is granted, and to an amount or criteria determined by the Board of
Directors as reasonable under the circumstances, and further provided that such
events and amount or criteria are set forth in the undertaking to indemnify, and (y)
retroactively.
Subject to the provisions of the Israeli Companies Law, if so requested by an Office
Holder, and subject to the Companys right of reimbursement, the Company may
advance amounts to cover such Office Holders expenses with respect to any acts
or omissions for which such Office Holder is entitled to indemnity under this
sub-Article 72(b).
The indemnity amount payable hereunder shall be in addition to any amount paid
(if paid) under insurance.
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(c)
Subject to the provisions of the Israeli Companies Law, the Company may enter into a
contract for the insurance of all or part of the liability of any Office Holder imposed on
the Office Holder in respect of an act or omission performed in his capacity as an Office
Holder, in respect of each of the following:
(i)
a breach of his duty of care to the Company or to another person;
(ii)
a breach of his duty of loyalty to the Company, provided that the Office Holder
acted in good faith and had reasonable grounds to assume that such act or
omission would not prejudice the interests of the Company; or
(iii) a financial obligation imposed on him in favour of another person.

(d)
The provisions of Articles 72(a), 72(b) and 72(c) above are not intended, and shall not
be interpreted, to restrict the Company in any manner in respect of the procurement of
insurance and/or in respect of indemnification (i) in connection with any person who is
not an Office Holder, including, without limitation, any employee, agent, consultant or
contractor of the Company who is not an Office Holder, and/or (ii) in connection with any
Office Holder to the extent that such insurance and/or indemnification is not specifically
prohibited under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee of the
Company.
(e)
Any amendment to the Israeli Companies Law or any other applicable law, statute or
rule adversely affecting the right of any Office Holder to be indemnified or insured
pursuant to this Article 72 above shall be prospective in effect, and shall not affect the
Companys obligation or ability to indemnify or insure an Office Holder for any act or
omission occurring prior to such amendment, unless otherwise provided by the Israeli
Companies Law or such other applicable law.
(f)
Notwithstanding the above, the Company may neither exempt from liability, nor
indemnify an Office Holder or enter into an insurance contract against any of the
following: (i) a breach of an Office Holders duty of loyalty, except for indemnification
and insurance for a breach of the duty of loyalty to the Company to the extent that the
Office Holder acted in good faith and had reasonable grounds to assume that such act
or omission would not prejudice the interests of the Company; (ii) a reckless or
intentional violation of an Office Holders duty of care, excluding a breach arising out of
the mere negligent conduct of the Office Holder; (iii) an intentional action or omission
by an Office Holder in which such Office Holder intended to have an unlawful personal
gain; and (iv) a fine, civil fine, monetary sanction or forfeit levied against the Office
Holder.
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APPENDIX E OUR ARTICLES OF ASSOCIATION

THE ISRAELI COMPANIES LAW, 5759-1999
A COMPANY LIMITED BY SHARES
OF
(as amended and restated on 16 November 2015)
GENERAL PROVISIONS
1.
Interpretation and General

(a)
In these Articles of Association, in addition to the terms defined elsewhere herein,

unless the context requires otherwise, the following terms shall have the respective
meanings ascribed to them below:
(1)
Articles means these Articles of Association of the Company, as amended from

time to time.
(2)
Board of Directors means the board of directors of the Company as constituted

from time to time, in accordance with these Articles and the Israeli Companies
Law.
(3)
Company means The Trendlines Group Ltd.
(4)
Director(s) means a member or members of the Board of Directors holding office

as director(s) of the Company at any given time.
(5)
Exchange means the Singapore Exchange Securities Trading Limited and,

where applicable, its successors in title.
(6)
External Director means a director if he or she would be an external director

under the Israeli Companies Law.
(7)
General Meeting means the Annual General Meeting (as defined in Article 25
below) of the Companys Shareholders or any Special General Meeting (as
defined in Article 26 below) of the Companys Shareholders, as applicable.
(8)
The Israeli Companies Law means the Israeli Companies Law, 5759-1999, as
amended from time to time, including any regulations, orders and rules
promulgated thereunder. The Israeli Companies Law shall include reference to the
Israeli Companies Ordinance [New Version], 5743-1983 of the State of Israel (the
Companies Ordinance), to the extent in effect according to the provisions
thereof.
(9)
NIS means New Israeli Shekels.
(10) Offer Document means the final Offer Document to be lodged and registered
with the Exchange in connection with the Placement.
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(11) Office Holder means a Director and any other person defined as an office holder
(Nosei Misra) in the Israeli Companies Law.
(12) Ordinary Resolution means a resolution passed by a Simple Majority in a
General Meeting (or class meeting, if applicable).
(13) Placement means the placement of the Companys Ordinary Shares pursuant to
the Offer Document and the listing thereof for trading on the Catalist Board of the
Exchange.
(14) Placement Shares means the 75,760,000 Shares, the subject of the Placement,
or any part thereof.
(15) Registered Office means the registered office of the Company at any given
time.
(16) SCA means the Singapore Companies Act (Cap. 50), as currently in effect, and
as may be amended from time to time, and any regulations promulgated by virtue
thereof.
(17) Shareholder(s) means the shareholder(s) of the Company, at any given time, as
recorded in the Shareholders Register or if the registered shareholder is the
Depository (as nominee), a Depositor named in the Depository Register (for such
period as shares are entered in the Depositors Securities Account).
(18) Shareholders Register means the register of Shareholders maintained
pursuant to the Israeli Companies Law and including an Additional Shareholders
Register, if the Company elects to have an Additional Shareholders Register.
(19) Securities Account means the securities account maintained by a Depositor
with a Depository.
(20) Simple Majority means a majority of more than 50% of all the actual votes cast
in favour by the Shareholders present (in person or by proxy), and voting on the
relevant proposal or resolution in a General Meeting (or class meeting, if
applicable) (i.e., more than 50% of the voting power represented at the meeting
and voting in favour of the resolution or proposal), without taking into account
abstentions.
(21) Special Majority means a majority of not less than two-thirds (66.66%) of the
votes cast in favour by the Shareholders who participated in the General Meeting
(or class meeting, if applicable) (i.e., more than 66.66% of the voting power
represented at the meeting in favour of the resolution or proposal) (in person or by
proxy) and voted in respect of that proposal or resolution, without taking into
account abstentions.
(22) Special Resolution means a resolution passed by a majority of not less than
three-fourths (75%) of the holders of the shares of such class present, in person
or by proxy, and voting.
(23) S$ means the lawful currency of Singapore.
The expressions Depositor, Depository, Depository Agent and Depository
Register shall have the meanings ascribed to them respectively in the SCA.
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2.
(b)
Unless the subject or the context otherwise requires or dictates: (i) words and
expressions defined in the Israeli Companies Law shall have the same meanings
herein; (ii) words and expressions importing the singular shall include the plural and
vice versa; (iii) any pronoun shall include the corresponding masculine, feminine and
neuter forms; (iv) words and expressions importing persons shall include an individual,
corporation, company, partnership, cooperative society, trust of any kind or any other
body of persons, whether incorporated or otherwise; (v) the word including means
including without limiting the generality of any description preceding such terms and
shall be deemed to be followed by the phrase without limitation; (vi) the terms these
Articles, hereof, hereunder, herein and similar expressions refer to these Articles
as a whole, and not to any particular Article, subsection or other portion hereof; (vii)
references to a law or to a specific section thereof shall be construed as a reference to
such law or section, as the same may have been, or may from time to time be,
amended, succeeded or re-enacted; (viii) any reference to law shall include any
supranational, national, federal, state, local, or foreign statute or law and all rules and
regulations promulgated thereunder (including, any rules, regulations or forms
prescribed by any governmental authority or securities exchange commission or
authority, if and to the extent applicable); (ix) the term writing or any term of like import
includes words typewritten, printed, painted, engraved, lithographed, photographed,
scanned or represented or reproduced by any mode of reproducing words in a visible
form, including facsimile, computer file, electronic mail or other form of writing produced
by electronic communication; and (x) any reference to a day or a number of days
(without any explicit reference otherwise, such as to business days) shall be interpreted
as a reference to a calendar day or number of calendar days; reference to month or year
means according to the Gregorian calendar.
(c)
The captions in these Articles are for convenience only and shall not be deemed a part
hereof or affect the construction of any provision hereof. The specific provisions of
these Articles shall supersede the provisions of the Israeli Companies Law and the
Companies Ordinance, as applicable, to the extent permitted under the Israeli
Companies Law and the Companies Ordinance, as applicable. Wherever these Articles
state that the provisions hereof shall apply subject to the provisions of the Israeli
Companies Law and/or subject to the provisions of the Companies Ordinance and/or
subject to the provisions of applicable law, the intention is to the mandatory provisions
of the Israeli Companies Law and/or the provisions of the Companies Ordinance and/or
the provisions of applicable law, which cannot be derogated from, unless the context
requires otherwise. With respect to any matter that is not specifically addressed in these
Articles, the provisions of the Israeli Companies Law and the Companies Ordinance, as
applicable, shall govern.
Name of the Company; Registered Office

(a)
The name of the Company is:

in English The Trendlines Group Ltd.
in Hebrew
(b)
The registered office of the Company shall be at such place as determined from time to
time by the Board of Directors.
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3.
Public Company
The Company is a public company as such term is defined in the Israeli Companies Law.
4.
5.
Object and Purpose of the Company

(a)
The purpose of the Company is to engage, directly or indirectly, in any lawful activity or
business whatsoever.
(b)
The Company may contribute a reasonable amount to a worthy cause. The Board of
Directors may from time to time determine the policy and amounts within which such
contributions may be made by the Company, and the person or persons authorised to
approve any such specific contribution.
Limitation of Liability
The Company is a limited liability company and therefore each Shareholders liability for the
Companys obligations shall be limited to the full payment of the nominal value of the shares
held by such Shareholder.
6.
Amendment of Articles
Subject to applicable law, any amendment of these Articles shall require an Ordinary
Resolution to be adopted by a General Meeting, except with respect to Articles 39, 40, 43(c)
and this Article 6 which shall require a resolution passed by a Special Majority at the General
Meeting.
Subject to applicable law, and unless provided otherwise herein, a resolution passed at a
General Meeting by a Special Majority which purports to amend any of the provisions set
forth herein, shall be deemed a resolution to amend these Articles even if not expressly
stated as such in the resolution or at the General Meeting.
SHARE CAPITAL
7.
Share Capital of the Company and Rights Attached to Shares

(a)
The registered share capital of the Company is NIS Fifteen Million (15,000,000) divided
into 1.5 Billion (1,500,000,000) Ordinary Shares with a nominal (par) value of NIS 0.01
per share (sometimes referred to herein as, the Ordinary Shares or the Shares).
The Ordinary Shares shall be pari passu in all respects.
(b)
The Ordinary Shares shall confer upon the holders thereof: (i) an equal right to
participate in and vote at the General Meetings of the Company; each of the Shares in
the Company shall entitle its holder present at the meeting and participating in the vote
(whether in person or by proxy) to one vote for each Share held, provided that all calls
due to the Company in respect of any Share or Shares have been paid; (ii) an equal
right to participate in the distribution of dividends, whether in cash or in bonus shares,
in the distribution of assets, or in any other distribution, pro rata to the nominal amount
paid up on the Shares or credited as paid up in respect thereof; (iii) an equal right to
participate in the distribution of the surplus assets of the Company in the event of its
winding-up pro rata to the nominal amount paid up on the Shares or credited as paid up
in respect thereof.
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8.
9.
Increase of Share Capital

(a)
The Company may, from time to time, by a resolution of Shareholders, whether or not
all the shares then authorised have been issued, increase its registered (authorised)
share capital by the creation of new shares. Any such increase shall be in such amount
and shall be divided into shares of such nominal amounts (or no nominal amounts if the
Company so decides), and such shares shall confer such rights and preferences, and
shall be subject to such restrictions, as such resolution shall provide.
(b)
Except to the extent otherwise provided in such resolution, any new shares included in
the authorised share capital increased as aforesaid shall be subject to all the provisions
of these Articles which are applicable to shares included in the existing share capital
(and, if such new shares are of the same class as a class of shares included in the
existing share capital, to all of the provisions which are applicable to shares of such
class included in the existing share capital).
Special Rights; Modifications of Rights

(a)
Without prejudice to any special rights previously conferred upon the holders of existing
shares in the Company, the Company may, from time to time, by a resolution of
Shareholders, provide for shares with such preferred or deferred rights or rights of
redemption or other special rights and/or such restrictions, whether with regard to
dividends, voting, repayment of share capital or otherwise, as may be stipulated in such
resolution.
(b)

prescribed by any stock exchange upon which shares in the Company may be listed and
the rights attaching to shares other than Ordinary Shares shall be expressed in these
Articles. The total number of issued preference shares shall not exceed the total
number of issued Ordinary Shares at any time. Preference shareholders shall have the
same rights as ordinary shareholders as regards receiving of notices, reports and
balance sheets and attending general meetings of the Company. Preference
shareholders shall also have the right to vote at any meeting convened for the purpose
of reducing the capital or winding up or sanctioning a sale of the undertaking of the
Company or where the proposal to be submitted to the meeting directly affects their
rights and privileges or when the dividend on the preference shares is more than six (6)
months in arrears.
(c)
The Company has power to issue further preference capital ranking equally with, or in
priority to, preference shares from time to time already issued or about to be issued.
(d)
The repayment of preference capital other than redeemable preference capital or any
other alteration of preference shareholder rights may only be made pursuant to a
Special Resolution of the preference shareholders concerned provided always that
where the necessary majority for such a Special Resolution is not obtained at the
general meeting, consent in writing if obtained from the holders of three-fourths of the
preference shares concerned within two (2) months of the general meeting, shall be as
valid and effectual as a Special Resolution carried at the general meeting.
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(e)
(f)
(g)

10. Consolidation, Subdivision, Cancellation and Reduction of Share Capital

(a)
The Company may, from time to time, by a resolution of Shareholders (subject,

however, to the provisions of Article 9(e) hereof, if applicable, and to applicable law):
(i)
consolidate and divide all or any of its issued or unissued share capital into shares
of larger nominal value than its existing shares;
(ii)
subdivide its shares (issued or unissued) or any of them, into shares of smaller
nominal value than is fixed by these Articles (subject, however, to the provisions
of the Israeli Companies Law), and the shareholders resolution pursuant to which
any share is subdivided may determine that, as among the holders of the shares
resulting from such subdivision, one or more of the shares may, as compared with
the others, have any such preferred or deferred rights or rights of redemption or
other special rights with regard to dividends, participation in assets upon
winding-up, voting and so forth, or be subject to any such restrictions, as the
Company has power to attach to unissued or new shares;
(iii) cancel any shares which, at the date of the adoption of such resolution, have not
been taken or agreed to be taken by any person, and reduce the amount of its
share capital by the amount of the shares so cancelled; or
(iv) reduce its share capital in any manner, and with and subject to any incident
authorised, and consent required, by law.
(b)
With respect to any consolidation of issued shares and with respect to any other action
which may result in fractional shares, the Board of Directors may settle any difficulty
which may arise with regard thereto, as it deems fit, including, inter alia, resort to one
or more of the following actions:
(i)
determine, as to the holder of shares so consolidated, which issued shares shall

be consolidated into each share of larger nominal value;
(ii)
allot, in contemplation of or subsequent to such consolidation or other action, such

shares or fractional shares sufficient to preclude or remove fractional
shareholdings;
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(iii) to the extent as may be permitted under the Israeli Companies Law, redeem or
purchase such shares or fractional shares sufficient to preclude or remove
fractional shareholdings;
(iv) round up, round down or round to the nearest whole number, any fractional shares
resulting from the consolidation or from any other action which may result in
fractional shares; or
(v)
to the extent as may be permitted under the Israeli Companies Law, cause the
transfer of fractional shares by certain Shareholders of the Company to other
Shareholders thereof so as to most expediently preclude or remove any fractional
shareholdings, and cause the transferees to pay the transferors the fair value of
fractional shares so transferred, and the Board of Directors is hereby authorised
to act as agent for the transferors and transferees with power of substitution for
purposes of implementing the provisions of this sub-Article 10(b)(v).
SHARES
11.
Issuance of Share Certificates; Replacement of Lost Certificates

(a)
Share certificates shall be issued under the seal or stamp of the Company or the
Company printed name and shall bear the signatures of any one Director or the
Companys chief executive officer(s) or of any other person or persons authorised
thereto by the Board of Directors. The Board of Directors shall be entitled to decide that
signatures be effected in any mechanical or electronic form.
(b)
Each Shareholder shall be entitled to receive from the Company, at such Shareholders
request, one numbered certificate for all the shares of any class registered in his name,
and if reasonably requested by such Shareholder, to receive several certificates, each
for one or more of such shares. Where a charge is made for certificates, such charge
shall not exceed S$2. Where a shareholder has sold or transferred some of his shares,
he shall be entitled, free of charge, to receive a certificate in respect of his remaining
shares, provided that the previous certificate is delivered to the Company before the
issuance of a new certificate.
(c)
A share certificate registered in the names of two or more persons shall be delivered to
the person first named in the Shareholders Register in respect of such co-ownership
and the Company shall not be obligated to issue more than one certificate. Delivery to
one joint holder shall be deemed delivery to all of them.
(d)
The Company shall not be bound to register more than three (3) persons as the joint
holders of any share except in the case of executors, trustees or administrators of the
estate of a deceased Shareholder.
(e)
If any share certificate shall be defaced, worn out, destroyed, lost or stolen, it may be
renewed on such evidence being produced and a letter of indemnity (if required) being
given by the Shareholder, transferee, person entitled, purchaser, member firm or
member company of the Exchange or on behalf of its or their client or clients as the
Board of Directors of the Company shall require, and in case of defacement or wearing
out, on delivery up of the old certificate and in any case on payment of such sum not
exceeding S$2 (or such other fee as the Board of Directors may determine having
regard to any limitation thereof as may be prescribed by any stock exchange upon
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which the shares of the Company may be listed) as the Board of Directors may from
time to time require. In the case of destruction, loss or theft, a shareholder or person
entitled to whom such renewed certificate is given shall also bear the loss and pay to
the Company all expenses incidental to the investigations by the Company of the
evidence of such destruction or loss.
12. Registered Holders of Shares
(a)
Except as otherwise provided in these Articles, the Company shall be entitled to treat
any Shareholder as the absolute owner of any shares registered in such Shareholders
name, and, accordingly, shall not, except as ordered by a court of competent
jurisdiction, or as required by statute, be bound to recognise any equitable or other
claim to, or interest in, such share on the part of any other person.
(b)
The Board of Directors may elect to maintain one or more registers of Shareholders
outside of Israel in addition to its principal Shareholders Register, and each such
register shall be deemed a Shareholders Register for purposes of these Articles. The
Depository, share registrar or transfer agent (as applicable) maintaining such an
additional Shareholders Register on behalf of the Company shall not be deemed a
shareholder of the Company solely by virtue thereof, but the individuals or entities
appearing as shareholders therein, including without limitation, Depository Agents, shall
be deemed shareholders of the Company for all intents and purposes. Transfers of
shares on any such additional Shareholders Register shall be effected in accordance
with the procedures customary in the jurisdiction of the applicable Depository, share
registrar or transfer agent.
13. Issuance and Allotment of Shares; Repurchase of Shares; Placement Shares

(a)
The authorised but unissued shares of the Company from time to time shall be under
the control of the Board of Directors, who shall have the power to issue and allot shares
or otherwise dispose of shares or other securities of the Company convertible,
exchangeable or exercisable into shares, or other securities of the Company, to such
persons, on such terms and conditions, in such manner and at such times, as the Board
of Directors may think fit, and the power to give to any person the option or other right
to acquire from the Company any shares, either at par or at a premium, or, subject to
the provisions of the Israeli Companies Law, at a discount, during such time and for
such consideration (cash, kind or otherwise) as the Board of Directors may think fit.
(b)
The authorisation of a new series of shares or class of shares, or the issuance of such
shares, shall not be deemed, for any purpose hereunder, to modify or abrogate the
rights attached to an existing class of shares if the rights attached to the new class of
shares apply in the same manner vis-a-vis all other existing series or classes of shares.
(c)
Subject to any applicable law or any direction to the contrary that may be given by the
Company in General Meeting or except as permitted under the Exchanges listing rules,
all new shares of the Company shall, before issue, be offered to the such persons who
as at the date of the offer are entitled to receive notices from the Company of General
Meetings in proportion, as far as circumstances admit, to the amount of the existing
shares to which they are entitled. The offer shall be made by notice specifying the
number of shares offered, and limiting a time within which the offer, if not accepted, will
be deemed to be declined. After the expiration of the aforesaid time or on the receipt of
an intimation from the person to whom the offer is made that he declines to accept the
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shares offered, the Directors may dispose of those shares in a manner as they think
most beneficial to the Company. The Directors may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by
persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be
conveniently offered under this sub-Article 13(c).
(d)
The Company may at any time and from time to time, subject to the Israeli Companies
Law, repurchase or finance the purchase of any shares or other securities issued by the
Company, in such manner and under such terms as the Board of Directors shall
determine, whether from any one or more Shareholders. Such purchase shall not be
deemed as payment of dividends and no Shareholder will have the right to require the
Company to purchase his shares or offer to purchase shares from any other
Shareholders.
(e)
In the event the Company shall be required, under those certain circumstances
provided for in the Offer Document, to pay to applicants or subscribers of Placement
Shares the monies paid by them to the Company, then such monies shall be returned
to the applicant subject to and against the return or transfer of the Placement Shares,
within the period prescribed under the Offer Document, free from and clear of any liens,
pledges, encumbrances or other third party rights to the Company or in accordance with
the Companys instructions in relation to such returns of monies and/or transfer of the
Placement Shares, and the Company shall, at its discretion, act with respect to and
dispose of the Placement Shares, in such manner as may be permitted by the
applicable laws.
14. Payment in Instalments; Calls on Shares

(a)
If pursuant to the terms of issuance of any share, all or any portion of the price thereof
shall be payable in instalments, every such instalment shall be paid to the Company on
the due date thereof by the then registered holder(s) of the share or the person(s) then
entitled thereto.
(b)
The Board of Directors may, from time to time, make such calls as it may think fit upon
Shareholders in respect of any sum unpaid in respect of shares held by such
Shareholders which is not, by the terms of allotment thereof or otherwise, payable at a
fixed time, and each Shareholder shall pay the amount of every call so made upon him
(and of each instalment thereof if the same is payable in instalments), to the person(s)
and at the time(s) and place(s) designated by the Board of Directors, as any such
time(s) may be thereafter extended and/or such person(s) or place(s) changed. Unless
otherwise stipulated in the resolution of the Board of Directors (and in the notice
hereafter referred to), each payment in response to a call shall be deemed to constitute
a pro rata payment on account of all shares in respect of which such call was made.
(c)
Notice of any call shall be given in writing to the Shareholder(s) in question not less than
fourteen (14) days prior to the time of payment, specifying the time and place of
payment, and designating the person to whom such payment shall be made, provided,
however, that before the time for any such payment, the Board of Directors may, by
notice in writing to such Shareholder(s), revoke such call in whole or in part, extend
such time, or alter such person and/or place. In the event of a call payable in
instalments, only one notice thereof need be given.
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(d)
If, by the terms of allotment of any share or otherwise, any amount is made payable at
any fixed time, every such amount shall be payable at such time as if it were a call duly
made by the Board of Directors and of which due notice had been given, and all the
provisions herein contained with respect to such calls shall apply to each such amount.
(e)
The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof and all interest payable thereon.
(f)
Any amount unpaid in respect of a call shall bear interest from the date on which it is
payable until actual payment thereof, at such rate and at such time(s) as the Board of
Directors may prescribe.
(g)
Upon the allotment of shares, the Board of Directors may provide for differences among
the allottees of such shares as to the amount of calls and/or the times of payment
thereof.
(h)
A Shareholder shall not be entitled (i) to receive a dividend and (ii) to exercise any right
as a shareholder, including but not limited to, the right to attend and vote at a General
Meeting of any type and to transfer the shares to another; unless he has paid all the
calls payable from time to time and which apply to any of his shares, whether he holds
same alone or jointly with another.
15. Prepayment
With the approval of the Board of Directors, any Shareholder may pay to the Company any
amount not yet payable in respect of his shares, and the Board of Directors may approve the
payment of interest on any such amount until the same would be payable if it had not been
paid in advance, at such rate and time(s) as may be approved by the Board of Directors. The
Board of Directors may at any time cause the Company to repay all or any part of the money
so advanced, without premium or penalty. Nothing in this Article 15 shall derogate from the
right of the Board of Directors to make any call before or after receipt by the Company of any
such advance.
16. Forfeiture and Surrender
(a)
If any Shareholder fails to pay any amount payable in respect of a call, or interest
thereon as provided for herein, on or before the day fixed for payment of the same, the
Company, by resolution of the Board of Directors, may at any time thereafter, so long
as the said amount or interest remains unpaid, forfeit all or any of the shares in respect
of which said call had been made. Any expense incurred by the Company in attempting
to collect any such amount or interest, including, inter alia, attorneys fees and costs of
suit, shall be added to, and shall, for all purposes (including the accrual of interest
thereon), constitute a part of the amount payable to the Company in respect of such
call.
(b)
Upon the adoption of a resolution of forfeiture, the Board of Directors shall cause notice
thereof to be given to such Shareholder, which notice shall state that, in the event of the
failure to pay the entire amount so payable within a period stipulated in the notice
(which period shall not be less than fourteen (14) days and which may be extended by
the Board of Directors), such shares shall be ipso facto forfeited, provided, however,
that, prior to the expiration of such period, the Board of Directors may nullify such
resolution of forfeiture, but no such nullification shall estop the Board of Directors from
adopting a further resolution of forfeiture in respect of the non-payment of the same
amount.
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(c)
Without derogating from the provisions of Articles 56 and 61, whenever shares are
forfeited as herein provided, all dividends theretofore declared in respect thereof and
not actually paid shall be deemed to have been forfeited at the same time.
(d)
The Company, by resolution of the Board of Directors, may accept the voluntary
surrender of any share.
(e)
Any share forfeited or surrendered as provided herein shall become the property of the
Company as a dormant (treasury) share, and the same, subject to the provisions of
these Articles, may be sold, re-allotted or otherwise disposed of as the Board of
Directors thinks fit.
(f)
Any Shareholder whose shares have been forfeited or surrendered shall cease to be a
Shareholder in respect of the forfeited or surrendered shares, but shall,
notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls,
interest and expenses owing upon or in respect of such shares at the time of forfeiture
or surrender, together with interest thereon from the time of forfeiture or surrender until
actual payment, at the rate prescribed in Article 14(f) above, and the Board of Directors,
in its discretion, may enforce the payment of such moneys, or any part thereof, but shall
not be under any obligation to do so. In the event of such forfeiture or surrender, the
Company, by resolution of the Board of Directors, may accelerate the date(s) of
payment of any or all amounts then owing by the Shareholder in question (but not yet
due) in respect of all shares owned by such Shareholder, solely or jointly with another.
(g)
The Board of Directors may at any time, before any share so forfeited or surrendered
shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or
surrender on such conditions as it thinks fit, but no such nullification shall estop the
Board of Directors from re-exercising its powers of forfeiture pursuant to this Article 16.
17. Lien
(a)
Except to the extent the same may be waived or subordinated in writing, the Company
shall have a first and paramount lien upon shares and dividends from time to time
declared in respect of such shares which lien shall be restricted to unpaid calls and
instalments or any other amount of debt, liability or engagement which is due upon the
specific shares in respect of which such monies are due and unpaid, and to such
amounts as the Company may be called upon by law to pay in respect of the shares of
the Shareholder or deceased Shareholder. Unless otherwise provided, the registration
by the Company of a transfer of shares shall be deemed to be a waiver on the part of
the Company of the lien (if any) existing on such shares immediately prior to such
transfer.
(b)
The Board of Directors may cause the Company to sell any shares subject to such lien
when any such debt, liability or engagement has matured, in such manner as the Board
of Directors may think fit, but no such sale shall be made unless such debt, liability or
engagement has not been satisfied within fourteen (14) days after written notice of the
intention to sell shall have been served on such Shareholder, his executors or
administrators.
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(c)
The net proceeds of any such sale, after payment of the costs and expenses thereof,
shall be applied in or toward satisfaction of the debts, liabilities or engagements of such
Shareholder (whether or not the same have matured), or any specific part of the same
(as the Company may determine), and the residue (if any) shall be paid to the
Shareholder, his executors, administrators, assignees or as he directs.
(d)
An affidavit signed by the Chairman of the Board of Directors that a particular share of
the Company was forfeited, waived or sold by the Company by virtue of a lien, shall
serve as conclusive evidence of the facts contained therein as against any person
claiming a right in the share. The purchaser of a share who relies on such affidavit shall
not be obligated to investigate whether the sale, re-allotment or transfer, or the amount
of consideration and the manner of application of the proceeds of the sale, were lawfully
effected, and after his name has been registered in the Register he shall have a full right
of title to the share and such right shall not be adversely affected by a defect or invalidity
which occurred in the forfeiture, waiver, sale, re-allotment or transfer of the share.
18. Sale after Forfeiture or Surrender or in Enforcement of Lien

Upon any sale of shares after forfeiture or surrender or for enforcing a lien, the Board of
Directors may appoint some person to execute an instrument of transfer of the shares so sold
and cause the purchasers name to be entered in the Register of Shareholders in respect of
such shares, and the purchaser shall not be bound to see to the regularity of the
proceedings, or to the application of the proceeds of such sale, and after his name has been
entered in the Register of Shareholders in respect of such shares, the validity of the sale
shall not be impeached by any person, and the remedy of any person aggrieved by the sale
shall be in damages only and against the Company exclusively.
19. Authority to pay Underwriters Fees and Commissions
Subject to the provisions of the Israeli Companies Law, the Company is entitled to pay
commissions or fees (including underwriting fees) to any person, in consideration for
underwriting services, or the marketing or distribution of securities of the Company, whether
reserved or unreserved, as determined by the Board of Directors. Payments, as stated in this
Article, may be paid in cash, Shares or in other securities of the Company, or any
combination thereof.
20. Redeemable Shares
The Company may, subject to applicable law, issue redeemable shares and redeem the
same, upon terms and conditions to be set forth in a written agreement between the
Company and the holder of such shares or in their terms of issuance.
21. Issuance of Bonds
The Board of Directors may decide on the issuance of a series of bonds or debentures or
other debt securities within the framework of its authority to take a loan on behalf of the
Company and within the limits of the same authority.
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TRANSFER OF SHARES
22. Effectiveness and Registration
(a)
No transfer of Shares shall be registered unless a proper instrument of transfer signed

by the transferor and transferee (in form and substance satisfactory to the Board of
Directors) has been submitted to the Company or its agent, together with any share
certificate(s) and such other evidence of title as the Board of Directors may reasonably
require; provided however, that the Board of Directors may approve other methods of
recognising the transfer of Shares, taking into account the manner of trading of the
Companys Shares. Until the time the transferee has been registered in the
Shareholders Register in respect of the shares so transferred, the Company may
continue to regard the transferor as the owner thereof. The Board of Directors, may,
from time to time, prescribe a fee for the registration of a transfer which shall not exceed
S$2 per transfer. Shares of different classes shall not be comprised in the same
instrument of transfer. The Company shall accept for registration transfers in the form
approved by the Exchange. Furthermore, the transfer of Shares by a Shareholder shall
also be recorded if: (i) a court order for the amendment of the Shareholders Register
shall be delivered to the Company; or (ii) it shall be proved to the Company that lawful
conditions apply with respect to the transfer of a right in the Shares registered in the
Shareholders Register. The instrument of transfer of any Shares shall be signed by or
on behalf of both the transferor and the transferee and be witnessed, provided always
that an instrument of transfer in respect of which the transferee is the Depository shall
be effective although not signed or witnessed by or on behalf of the Depository.
(b)
The effectiveness of a transfer of fully paid-up Shares shall not require the prior
approval of the Board of Directors. The transfer of a fraction of a Share shall lack
validity.
(c)
Subject to these Articles, there shall be no restriction on the transfer of fully paid up
Shares except where required by law or by the rules, bye-laws or listing rules of the
Exchange but the Board of Directors may in its discretion decline to register any transfer
of shares upon which the Company has a lien and in the case of shares not fully paid
up may refuse to register a transfer to a transferee of whom the Board of Directors does
not approve and may refuse to register any transfer of Shares from the transferor to the
transferee which transfer is in violation of these Articles. If the Board of Directors shall
decline to register any such transfer of shares, it shall give to both the transferor and
the transferee written notice of its refusal to register as required by the listing rules of
the Exchange. Instruments or deeds of transfer shall remain with the Company, but any
transfer instrument or deed which the Board of Directors refused to register shall be
returned to the transferor upon demand.
(d)
The Board of Directors may, in its discretion to the extent it deems necessary, close the
Shareholders Register for registration of transfers of shares for a period determined by
the Board of Directors, and no registrations of transfers of shares shall be made by the
Company during any such period during which the Shareholders Register is so closed.
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22A. Prohibited Ownership or Transfer of Shares
Notwithstanding anything to the contrary in these Articles, in the event a Shareholder is
prohibited by applicable law from holding or owning Shares, the Board of Directors may, at
its discretion, inform such Shareholder (when identified) to dispose of his or her Shares
within a certain period. In the event that such Shareholder does not dispose of his or her
Shares within the said period or in the event the Board of Directors determines that it is not
feasible or practicable to inform such Shareholder as aforesaid, the Board of Directors shall
be entitled, in its sole discretion, to instruct the Depository regarding the compulsory sale or
forfeiture of such Shares (or such other action as required or permitted by applicable law)
and the Depository shall be entitled to act in accordance with the Companys instructions
from time to time with respect thereto; and no Shareholder or anyone on his or her behalf
shall have any claims or demands of any kind or nature against the Company and/or the
Depository in connection therewith, except for the consideration (if any) received for the
Shares through the compulsory sale, if effected.
TRANSMISSION OF SHARES
23. Decedents Shares
(a)
In case of a Share registered in the names of two or more holders, the Company may
recognise the survivor(s) as the sole owner(s) thereof unless and until the provisions of
Article 24(b) have been effectively invoked.
(b)
Any person becoming entitled to a share in consequence of the death of any person,
upon producing evidence of the grant of probate or letters of administration or
declaration of succession, or such other evidence as the Board of Directors may
reasonably deem sufficient (or to an officer of the Company to be designated by the
Chief Executive Officer) that he sustains the character in respect of which he proposes
to act under this Article or of his title, shall be registered as a Shareholder in respect of
such share, or may, subject to the provisions as to transfer herein contained, transfer
such share.
24. Receivers and Liquidators

(a)
The Company may recognise any receiver, liquidator or similar official appointed to
wind-up, dissolve or otherwise liquidate a corporate Shareholder, and a trustee,
manager, receiver, liquidator or similar official appointed in bankruptcy or in connection
with the reorganisation of, or similar proceeding with respect to a Shareholder or its
properties, as being entitled to the shares registered in the name of such Shareholder.
(b)
Such receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise

liquidate a corporate Shareholder and such trustee, manager, receiver, liquidator or
similar official appointed in bankruptcy or in connection with the reorganisation of, or
similar proceedings with respect to a Shareholder or its properties, upon producing
such evidence as the Board of Directors (or an officer of the Company to be designated
by the Chief Executive Officer) may deem sufficient as to his authority to act in such
capacity or under this Article, shall with the consent of the Board of Directors (which the
Board of Directors may grant or refuse in its absolute discretion), be registered as a
shareholder in respect of such shares, or may, subject to the regulations as to transfer
herein contained, transfer such shares.
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GENERAL MEETINGS
25. Annual General Meeting
An Annual General Meeting shall be held once in every calendar year at such time (within a
period of not more than fifteen (15) months after the last preceding Annual General Meeting)
provided that the interval between the close of a financial year of the Company and the
Companys Annual General Meeting shall not exceed four (4) months (or such other period
as may be prescribed by the listing rules of the Exchange).
An Annual General Meeting shall be held in Singapore for as long as the Companys shares
are listed on the Exchange, unless otherwise permitted by applicable law or the rules of the
Exchange. The Annual General Meeting shall deliberate over the matters required by the
Israeli Companies Law or other applicable law to be deliberated upon at an annual general
meeting or such other matters as shall be determined by the Board of Directors. These
General Meetings shall be referred to as Annual General Meetings.
26. Special General Meetings
All General Meetings other than Annual General Meetings shall be called Special General
Meetings. The Board of Directors may, whenever it thinks fit, convene a Special General
Meeting in Singapore or elsewhere, if permitted under applicable law or the rules of the
Exchange, and at such time as may be determined by the Board of Directors, and shall be
obligated to do so upon a requisition in writing in accordance with Sections 63(b)(1) or (2)
and 63(c) of the Israeli Companies Law.
26A. Shareholder Proposal Request
(a)
A Shareholder (including two or more Shareholders that are acting in concert, a

Proposing Shareholder) holding one percent (1%) or more of the outstanding voting
rights in the Company may request, subject to Section 66(b) of the Israeli Companies
Law, that the Board of Directors include a proposal on the agenda of a General Meeting
to be held in the future, provided that the Proposing Shareholder gives timely notice of
such request in writing (a Proposal Request) to the Company and the Proposal
Request complies with all the requirements of these Articles and applicable law and
Exchange rules. To be considered timely, a Proposal Request must be delivered, either
in person or by certified mail, postage prepaid, and received at the principal executive
office of the Company, by the applicable deadline under the Israeli Companies Law.
(b)
In addition to any information required to be included in accordance with applicable law,

the Proposal Request must include the following: (i) the name, address, telephone
number, fax number and email address of the Proposing Shareholder (or each member
of the group constituting the Proposing Shareholder, as the case may be) and, if an
entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number
of Shares held by the Proposing Shareholder, directly or indirectly (and, if any of such
Shares are held indirectly, an explanation of how they are held and by whom), which
shall be in such number no less than as is required to qualify as a Proposing
Shareholder, accompanied by evidence satisfactory to the Company of the record
holding of such Shares by the Proposing Shareholder as of the date of the Proposal
Request, and a representation that the Proposing Shareholder intends to appear in
person or by proxy at the meeting; (iii) the matter requested to be included on the
agenda of a General Meeting, all information related to such matter, the reason that
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such matter is proposed to be brought before the General Meeting, the complete text of
the resolution that the Proposing Shareholder proposes to be voted upon at the General
Meeting and, if the Proposing Shareholder wishes to have a position statement in
support of the Proposal Request, a copy of such position statement that complies with
the requirement of any applicable law (if any), (iv) a description of all arrangements or
understandings between the Proposing Shareholder and any other persons (naming
such person) in connection with the matter that is requested to be included on the
agenda and a declaration signed by the Proposing Shareholder of whether the
Proposing Shareholder has a personal interest in the matter and, if so, a description in
reasonable detail of such personal interest; (v) a description of all Derivative
Transactions (as defined below) by the Proposing Shareholder during the previous
twelve (12) month period, including the date of the transactions and the class, series
and number of securities involved in, and the material economic terms of, such
Derivative Transactions; and (vi) a declaration that all of the information that is required
under the Israeli Companies Law and any other applicable law and stock exchange
rules and regulations to be provided to the Company in connection with such matter, if
any, has been provided to the Company. The Board of Directors, may, in its discretion,
to the extent it deems necessary, request that the Proposing Shareholder provide
additional information necessary so as to include a matter on the agenda of a General
Meeting, as the Board of Directors may reasonably require.
A Derivative Transaction means any agreement, arrangement, interest or
understanding entered into by, or on behalf or for the benefit of, any Proposing
Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the
value of which is derived in whole or in part from the value of any class or series of
shares or other securities of the Company, (2) which otherwise provides any direct or
indirect opportunity to gain or share in any gain derived from a change in the value of
securities of the Company, (3) the effect or intent of which is to mitigate loss, manage
risk or benefit of security value or price changes, or (4) which provides the right to vote
or increase or decrease the voting power of, such Proposing Shareholder, or any of its
affiliates or associates, with respect to any shares or other securities of the Company,
which agreement, arrangement, interest or understanding may include, without
limitation, any option, warrant, debt position, note, bond, convertible security, swap,
stock appreciation right, short position, profit interest, hedge, right to dividends, voting
agreement, performance-related fee or arrangement to borrow or lend shares (whether
or not subject to payment, settlement, exercise or conversion in any such class or
series), and any proportionate interest of such Proposing Shareholder in the securities
of the Company held by any general or limited partnership, or any limited liability
company, of which such Proposing Shareholder is, directly or indirectly, a general
partner or managing member.
(c)
The Company shall be entitled to publish information provided by a Proposing

Shareholder pursuant to this Article 26A, and the Proposing Shareholder shall be
responsible for the accuracy and completeness thereof.
(d)
The information required pursuant to this Article shall be updated as of (i) the record
date of the General Meeting, (ii) five business days before the General Meeting, and (iii)
as of the General Meeting, and any adjournment or postponement thereof.
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27. Notice of General Meetings
(a)
Subject to the provisions of the Israeli Companies Law or applicable stock exchange
rules, the Company shall publish notice of a General Meeting at least twenty one (21)
days prior to a General Meeting, and if the agenda of the meeting includes the
appointment or removal of Directors, the approval of transactions with Office Holders or
interested parties, an approval of a merger or approval of dual office as chairman of the
Board of Directors and chief executive officer, notice must be provided at least thirty five
(35) days prior to the meeting. The notice of a General Meeting shall set forth the place
where the meeting will take place, day and hour of the meeting, the agenda of the
meeting and shall contain such other information as required by the Israeli Companies
Law and any other applicable law. Any notice of a meeting called to consider special
business shall be accompanied by a statement regarding the effect of any proposed
resolutions in respect of such businesses.
(b)
The Company shall not be required to deliver personal notices of a general meeting or
of any adjournment thereof to any Shareholder, unless otherwise required under
applicable law or applicable stock exchange rules. In addition, for as long as the
Companys Shares are listed on the Exchange, at least fourteen (14) days notice of any
General Meeting shall be given by advertisement in the Singapore daily press (and if
required, in the Israeli daily press) and in writing to each stock exchange on which the
Company is listed.
(c)
The accidental omission to give notice of a meeting to any Shareholder or the

non-receipt of notice by one of the Shareholders shall not invalidate the proceedings at
any meeting or any resolutions adopted by such meeting. No Shareholder present, in
person or by proxy, at any time during a General Meeting shall be entitled to seek the
cancellation or invalidation of any proceedings or resolutions adopted at such General
Meeting on account of any defect in the notice of such meeting relating to the time or
the place thereof, or any item acted upon at such meeting.
28. Record Date for General Meetings

The Shareholders entitled to receive notice of, to participate in and to vote at a General
Meeting, or to express consent to or dissent from any corporate action in writing, shall be the
Shareholders on the date set in the resolution of the Board of Directors to convene the
General Meeting, provided that, such date shall not be earlier than forty (40) days prior to the
date of the General Meeting and not later than four (4) days prior to the date of such General
Meeting, or different periods as shall be permitted by applicable law. A determination of
shareholders of record with respect to a General Meeting shall apply to any adjournment of
such meeting; provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
PROCEEDINGS AT GENERAL MEETINGS
29. Quorum
(a)
No business shall be transacted at a General Meeting, or at any adjournment thereof,

unless the requisite quorum is present when the meeting proceeds to business. Two or
more Shareholders, present in person or by proxy or written voting ballot (to the extent
applicable) and holding in the aggregate 10 percent (10%) or more of the Companys
issued and paid-up share capital (i.e., representing 10% or more of the voting rights in
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the Company) shall constitute a quorum at General Meetings. A proxy may be deemed
to be two (2) or more Shareholders pursuant to the number of Shareholders
represented by the proxy holder.
(b)
If within an hour from the time appointed for the meeting a quorum is not present, the
meeting, shall stand adjourned to the same day in the next week, at the same time and
place, or to such later date and at such time and place as the Board of Directors may
determine. No business shall be transacted at any adjourned meeting except business
which might lawfully have been transacted at the meeting as originally called. Should no
legal quorum be present at such reconvened meeting within a half hour following the
time set for such meeting, the meeting will take place with one or more Shareholders
present in person or by proxy, unless the meeting was called pursuant to a requisition
by Shareholders in accordance with the Israeli Companies Law, in which case the
quorum required is the number of Shareholders (present in person or by proxy) holding
the number of shares required for making such requisition to call the meeting.
30. Chair(s) at General Meeting

The chair(s) of the Board of Directors, if any, or any other Director or Office Holder of the
Company, who may be designated for this purpose by the Board of Directors, shall preside
as chair at every General Meeting of the Company. If there is no such chair, or if at any
meeting such chair is not present within fifteen (15) minutes after the time fixed for holding
the meeting or is unwilling to act as chair of the meeting, the Shareholders present shall
choose someone of their number to chair such meeting. The chair of the General Meeting (by
virtue of such office) shall not be entitled to vote at any General Meeting nor shall he be
entitled to a second or casting vote by virtue of being chair of the General Meeting, without
derogating, however, from the rights of such chair(s) to vote as a Shareholder or proxy of a
Shareholder if, in fact, he is also a Shareholder or such proxy.
31. Adoption of Resolutions at General Meetings; Voting Power
(a)
Unless otherwise indicated herein or required under applicable law or rules of any stock
exchange on which the Ordinary Shares are listed for trading, all resolutions submitted
to the Shareholders shall be deemed adopted if approved by a Simple Majority. In the
event of a tie vote, the proposed resolution shall be rejected.
(b)
Subject to the provisions of applicable law, if the approval of the General Meeting to a
merger (as defined in the Israeli Companies Law) is required by law, the merger shall
be subject to an approval by a Simple Majority at a General Meeting or at a class
meeting, if any, as the case may be.
(c)
The Board of Directors may determine, in its discretion, the matters that may be voted
at the General Meeting by written voting ballot to the Company without attendance in
person or by proxy, in addition to those matters required to be voted on by written voting
ballot under applicable law, if and to the extent required.
(d)
Every resolution submitted to a General Meeting shall be decided by a poll (i.e., count
of votes).
(e)
A poll shall be taken in such manner (including the use of ballot or voting papers or
tickets) as the Chairman may direct and the result of a poll shall be deemed to be the
resolution of the General Meeting. The Chairman may, and if so requested shall,
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appoint scrutineers and may adjourn the General Meeting to some place and time fixed
by him for the purpose of declaring the result of the poll. If any votes are counted which
ought not to have been counted or might have been rejected, the error shall not vitiate
the result of the voting unless it is pointed out at the same General Meeting or at any
adjournment thereof, and not in that case unless it shall in the opinion of the Chairman
be of sufficient magnitude.
(f)
Subject to any provision hereof conferring special rights as to voting, or restricting the
right to vote, every Shareholder shall have one (1) vote for each share held by such
Shareholder, on every resolution.
(g)
A declaration by the chair of the General Meeting that a resolution has been carried
unanimously, or carried by a particular majority, or has been rejected, and an entry to
that effect in the minute book of the Company, shall be prima facie evidence of the fact
without proof of the number or proportion of the votes recorded in favour of or against
such resolution.
(h)
Notwithstanding anything contained in these Articles, a Depositor shall not be entitled

to attend any general meeting and to speak and vote thereat unless his name is certified
by the Depository to the Company as appearing on the Depository Register on the
record date fixed for the relevant General Meeting as provided in Article 28 (the cut-off
time) as a Depositor on whose behalf the Depository holds shares in the Company. For
the purpose of determining the number of votes which a Depositor or his proxy may cast
on a poll, the Depositor or his proxy shall be deemed to hold or represent that number
of shares entered in the Depositors Securities Account at the cut-off time as certified
by the Depository to the Company, or where a Depositor has apportioned the balance
standing to his Securities Account as at the cut-off time between two (2) proxies, to
apportion the said number of shares between the two (2) proxies in the same proportion
as specified by the Depositor in appointing the proxies; and accordingly no instrument
appointing a proxy of a Depositor shall be rendered invalid merely by reason of any
discrepancy between the number of shares standing to the credit of that Depositors
Securities Account as at the cut-off time, and the true balance standing to the Securities
Account of a Depositor as at the time of the relevant General Meeting, if the instrument
is dealt with in such manner as aforesaid.
32. Power to Adjourn

(a)
A General Meeting, the consideration of any matter on its agenda or the resolution on
any matter on its agenda, may be postponed or adjourned, from time to time and from
place to place: (i) by the chair of a General Meeting at which a quorum is present (and
he shall if so directed by the meeting, with the consent of the holders of a majority of
the voting power represented in person or by proxy and voting on the question of
adjournment), but no business shall be transacted at any such adjourned meeting
except business which might lawfully have been transacted at the meeting as originally
called, or a matter on its agenda with respect to which no resolution was adopted at the
meeting originally called; or (ii) by the Board of Directors (whether prior to or at the
General Meeting).
(b)
It shall not be necessary to give any notice of an adjournment, whether pursuant to

Article 29(b) or Article 32(a), unless the meeting is adjourned for thirty (30) days or more
in which event notice thereof shall be given in the manner required for the meeting as
originally called.
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33. Voting Rights
(a)
No shareholder shall be entitled to be present and to vote at any General Meeting (or
be counted as a part of the quorum thereat), unless all calls then payable by him in
respect of his Shares in the Company have been paid.
(b)
Subject to the terms of applicable law, the right of a Shareholder to vote at any General
Meeting (or be counted as a part of the quorum thereat), shall be subject to regulations
and procedures with regard to proof of title to the shares prescribed by the Board of
Directors and applicable law.
(c)
A company or other corporate body being a Shareholder of the Company may, by

resolution of its directors or any other managing body thereof, authorise any person to
be its representative at any meeting of the Company. Any person so authorised shall be
entitled to exercise on behalf of such Shareholder all the power which the latter could
have exercised if it were an individual shareholder. Upon the request of the chair of the
meeting, written evidence of such authorisation (in form acceptable to the chair of the
meeting) shall be delivered to him.
(d)
Any Shareholder entitled to vote may vote either personally or by proxy (who need not
be a shareholder of the Company), or, if the Shareholder is a company or other
corporate body, by a representative authorised pursuant to Article 33(c). A proxy can be
appointed by more than one Shareholder, and he can vote in different ways on behalf
of each principal.
(e)
In the case of joint holders of any shares, any one of such persons may vote, but if more
than one of such persons is present at a meeting, the person whose name stands first
on the Shareholders Register shall alone be entitled to vote.
(f)
Minors and legally incompetent persons shall only be allowed to vote through their legal
guardian, and any such guardian may vote as a proxy or in such manner as the court
directs.
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PROXIES
34. Instrument of Appointment
(a)
The instrument appointing a proxy shall be in writing and shall be substantially in the
following form:
I
of
(Name of Shareholder)
(Address of Shareholder)
being a shareholder of The Trendlines Group Ltd. hereby appoint

of
(Name of Proxy)
(Address of Proxy)
as my proxy to vote for me in my name and on my behalf in respect of

(Number of Shares) Ordinary Shares which are held by me,
day of
at the General Meeting of the Company to be held on the
, 20
and at any adjournment(s) thereof.
Signed this
day of
, 20
(Signature of Appointer)
or in any usual or common form or in such other form as may be approved by the Board
of Directors or required by applicable law, including an instrument effected through the
Internet or any other electronic medium. It shall be duly signed by the appointer or his
duly authorised attorney or, if such appointer is a company or other corporate body,
under its common seal or stamp or the hand of its duly authorised signatory(ies),
agent(s) or attorney(s). The Board of Directors may demand that the Company be
provided with written confirmation, to its satisfaction, that the signatory(ies), agent(s) or
attorney(s) have the authority to bind the corporate body of the appointing Shareholder.
A document appointing a proxy shall be valid for every adjourned meeting of the
meeting to which the instrument relates.
(b)
The instrument appointing a proxy (and the power of attorney or other authority, if any,
under which such instrument has been signed) shall be delivered to the Company (at its
Registered Office, or at its principal place of business or at the offices of its registrar
and/or transfer agent or by e-mail to the address of the Company, by e-mail to the
address of its registrar and/or transfer agent, or at such place and by such means of
communication as the Board of Directors may specify) not less than forty eight (48)
hours before the time fixed for the meeting at which the person named in the instrument
proposes to vote, unless otherwise specified by the Board of Directors or the chair of
the General Meeting or required by applicable law. Notwithstanding the above, the chair
of the meeting shall have the right to waive the time requirement provided above with
respect to all instruments of proxies and to accept any and all instruments of proxy until
the beginning of a General Meeting. In the event of electronic voting if such is permitted
by the Board of Directors, the Board of Directors shall determine the time-frame for such
voting, subject to applicable law.
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(c)
Any Shareholder who holds more than one share shall be entitled to appoint a proxy
with respect to all or some of its shares or appoint more than one proxy, provided that
the instrument appointing a proxy shall include the number and class of shares with
respect to which it was issued and only one proxy shall be appointed with respect to any
one share.
(d)
To the extent required by and subject to the Israeli Companies Law, Shareholders shall
also be entitled to vote at a General Meeting by means of a written voting ballot on
issues regarding which the Israeli Companies Law prescribes that voting in relation
thereto shall be by means of a written voting ballot and on any other issue regarding
which the Board of Directors shall expressly resolve that voting at the General Meeting
on the aforesaid issue is to be permitted also by means of a written voting ballot.
35. Effect of Death of Appointor or Revocation of Appointment

A vote cast pursuant to an instrument appointing a proxy shall be valid notwithstanding the
previous death, bankruptcy, liquidation or winding-up of the appointing Shareholder (or of his
attorney-in-fact, if any, who signed such instrument), or the revocation of the appointment or
the transfer of the share in respect of which the vote is cast, provided no written intimation
of such death, bankruptcy, liquidation, winding-up, revocation or transfer shall have been
received by the Company or by the chair of the meeting before such vote is cast and
provided, further, that the appointing Shareholder, if present in person at said meeting, may
revoke the appointment by means of a writing, oral notification to the chair of the meeting,
or otherwise; all of the above, unless otherwise specified by the Board of Directors or
required by applicable law.
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BOARD OF DIRECTORS
36. Powers of Board of Directors
(a)
In General
The Board of Directors is responsible for the stewardship of the Company. The Board
of Directors may exercise all powers and may take all actions that are not specifically
granted by law or by these Articles to the another organ of the Company. Without
derogating from the generality of the foregoing, the Board of Directors shall determine
the Companys policies, supervise the activities of the chief executive officer(s) of the
Company, and take such other actions as are described in these Articles, Section 92 of
the Israeli Companies Law or any other applicable law.
The authorities conferred on the Board of Directors by this Article 36 shall be subject to
the provisions of the Israeli Companies Law, these Articles and any regulation or
resolution consistent with the Israeli Companies Law and these Articles adopted from
time to time by a General Meeting, provided, however, that no such resolution shall
invalidate any prior act done by or pursuant to a decision of the Board of Directors which
would have been valid if such regulation or resolution had not been adopted.
(b)
Borrowing Power
The Board of Directors may from time to time, in its discretion, cause the Company to
borrow or secure the payment of any sum or sums of money for the purposes of the
Company, and may secure or provide for the repayment of such sum or sums in such
manner, at such times and upon such terms and conditions in all respects as it thinks
fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures,
debenture stock, or any mortgages, charges, liens or other security interests of any kind
on the undertaking or the whole or any part of the property of the Company, both
present and future, including its uncalled or called but unpaid capital for the time being.
The Company may, from time to time, by resolution of the Board of Directors, borrow
funds or guarantee and/or provide securities for the payment of any sum by the
Company or any third party.
(c)
Reserves
The Board of Directors may, from time to time, set aside any amount(s) out of the profits
of the Company as a reserve or reserves for any purpose(s) which the Board of
Directors, in its absolute discretion, shall think fit or deem advisable, and may invest
any sum so set aside in any manner and from time to time deal with and vary such
investments, and dispose of all or any part thereof, and employ any such reserve or any
part thereof in the business of the Company without being bound to keep the same
separate from other assets of the Company, and may subdivide or redesignate any
reserve or cancel the same or apply the funds therein for another purpose, all as the
Board of Directors may from time to time think fit or shall deem to be beneficial to the
interests of the Company.
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37. Exercise of Powers of Directors
(a)
A meeting of the Board of Directors at which a quorum is present (in person, by means
of a conference call or any other device or means of communication allowing each
Director participating in such meeting to hear all the other Directors participating in such
meeting) shall be competent to exercise all the authorities, powers and discretions
vested in or exercisable by the Board of Directors. In the case of a resolution passed
by way of a telephone call, video conference or any such other means of
communication, a copy of the text of the resolution shall be sent, as soon as possible
thereafter, to the Directors.
(b)
A resolution proposed at any meeting of the Board of Directors shall be deemed

adopted if approved by a simple majority of the Directors present when such resolution
is put to a vote and voting thereon (excluding abstentions). All Directors shall have the
same voting rights whereby each Director shall have one (1) vote. The chair(s) of the
Board of Directors will not have an additional or casting vote, in the case of a tie, and
the resolution shall be deemed to be rejected.
(c)
A resolution in writing, without convening an actual meeting of the Board of Directors,

signed by all Directors then in office (in one or more counterparts) (including, the
chair(s) of the Board of Directors) and lawfully entitled to vote thereon (as conclusively
determined by the chair of the Audit Committee Vaadat Bikoret, and in the absence
of such determination by the chair of the Board of Directors) or to which all such
Directors have given their consent (by letter, telegram, telex, facsimile, e-mail or
otherwise), or their oral consent by telephone (provided that a written summary thereof
has been approved and signed by the chair of the Board of Directors), shall be deemed
to have been unanimously adopted by a meeting of the Board of Directors duly
convened and held. The Board of Directors may adopt resolutions, without convening
a meeting of the Board of Directors, in any other manner permitted by the Israeli
Companies Law.
38. Delegation of Powers

(a)
The Board of Directors may, subject to the provisions and limitations of the Israeli
Companies Law, delegate any or all of its powers to committees, each consisting of one
or more persons (all of whose members must be Directors), and it may from time to time
revoke such delegation or alter the composition of any such committee. Any committee
so formed (in these Articles referred to as a Committee of the Board of Directors),
shall, in the exercise of the powers so delegated, conform to any regulations imposed
on it by the Board of Directors. The meetings and proceedings of any such Committee
of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein
contained for regulating the meetings of the Board of Directors, so far as not
superseded by any regulations adopted by the Board of Directors or by provisions of the
Israeli Companies Law. The chair of a Committee of the Board of Directors shall not
have an additional or casting vote. Unless otherwise expressly provided by the Board
of Directors, in delegating powers to a Committee of the Board of Directors, such
Committee shall not be empowered to further delegate such powers.
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A person who is not a Director shall not serve on a Committee of the Board of Directors
to which the Board of Directors has delegated authorities. Persons who are not
members of the Board of Directors may serve on a Committee of the Board of Directors
whose function is merely to advise or submit recommendations to the Board of
Directors.
(b)
Subject to the Israeli Companies Law, the Board of Directors shall determine, in the
conditions of empowerment of a committee, whether specific authorities of the Board of
Directors shall be delegated to the Committee of the Board of Directors, in such manner
that the decision of the Committee of the Board of Directors shall be considered
tantamount to a decision of the Board of Directors, or whether the decision of the
Committee of the Board of Directors shall merely constitute a recommendation, subject
to the authorisation of the Board of Directors.
(c)
Subject to the provisions of the Israeli Companies Law and except as otherwise
prescribed by the Board of Directors, any resolution by a Committee of the Board of
Directors within its authority shall be binding as if it were adopted by the Board of
Directors.
(d)
Without derogating from the provisions of Article 51, the Board of Directors may, subject
to the provisions of the Israeli Companies Law, from time to time appoint a Secretary to
the Company, as well as officers, agents, employees and independent contractors, as
the Board of Directors may think fit, and may terminate the service of any such person.
The Board of Directors may, subject to the provisions of the Israeli Companies Law,
determine the powers and duties, as well as the salaries and emoluments, of all such
persons, and may require security in such cases and in such amounts as it deems fit.
(e)
Without derogating from the provisions of Article 51, the Board of Directors shall be
entitled, from time to time, to appoint, or to delegate to the Chief Executive Officer(s),
either alone or together with other persons designated by the Board of Directors, the
ability to appoint Office Holders (other than Directors), a Secretary for the Company,
employees and agents to such permanent, temporary or special positions, and to
specify and change their titles, authorities and duties, and may set, or delegate to the
Chief Executive Officer(s), either alone or together with other persons designated by the
Board of Directors, the ability to set salaries, bonuses and other compensation of any
employee or agent who is not an Office Holder. Salaries, bonuses and compensation of
Office Holders who are not Directors shall be determined and approved by the Chief
Executive Officer(s), and/or in such other manner as may be required from time to time
under the Israeli Companies Law. The Board of Directors, or the Chief Executive
Officer(s), either alone or together with other persons designated by the Board of
Directors (in the case of any Office Holder, employee or agent appointed thereby), shall
be entitled at any time, in its, his or their (as applicable) sole and absolute discretion,
to terminate the services of one of more of the foregoing persons.
(f)
The Board of Directors may from time to time, by power of attorney or otherwise,
appoint any person, company, firm or body of persons to be the attorney or attorneys
of the Company at law or in fact for such purpose(s) and with such powers, authorities
and discretions, and for such period and subject to such conditions, as it thinks fit, and
any such power of attorney or other appointment may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the Board of
Directors may think fit, and may also authorise any such attorney to delegate all or any
of the powers, authorities and discretions vested in him.
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39. Number of Directors
The Board of Directors shall consist of up to ten (10) Directors all of whom shall be natural
persons, but no less than five (5) directors including at least two (2) External Directors
required to be appointed under the Israeli Companies Law, and such number may be fixed
from time to time by the Board of Directors.
The requirements of the Israeli Companies Law applicable to an External Director shall apply
and shall supersede the provisions of these Articles to the extent that these Articles are
inconsistent with the Israeli Companies Law.
40. Election and Removal of Directors; Vacancies on the Board of Directors
(a)
External Directors will be appointed and removed pursuant to and their service as
External Directors shall be governed by, the relevant provisions of the Israeli
Companies Law which apply to External Directors.
(b)
The members of the Board of Directors shall be called Directors, and other than
External Directors (who will be elected and appointed, and whose term will expire, in
accordance with applicable law), they shall be appointed in accordance with the
provisions of this Article 40.
(c)
The Directors of the Company (other than any external directors elected pursuant to the
Israeli Companies Law) shall be divided by the Board of Directors into three (3) groups,
designated as group I, group II and group III. Each group of Directors shall consist, as
nearly as possible as determined by the Board of Directors, of one-third of the total
number of directors constituting the entire Board of Directors (excluding the external
directors). The first term of office of the group I Directors shall expire at the annual
General Meeting occurring in 2016; the first term of office of the group II Directors shall
expire at the annual General Meeting in 2017; and the first term of office of the group
III Directors shall expire at the annual General Meeting in 2018. Any Director whose
term has expired (upon the expiring of the term of such directors group) may be
reelected to the Board of Directors.
(d)
At each annual General Meeting, election or re-election of Directors following the

expiration of the term of office of the Directors of a certain group, will be for a term of
office that expires on the third Annual General Meeting next succeeding such election
or reelection, such that from 2016 and forward, each year the term of office of only one
group of Directors will expire (i.e., the term of office of Group I will initially expire at the
Annual Meeting held in 2016 and thereafter at 2019, 2022 etc.). Election of directors
shall be conducted by a separate vote on each candidate. A Director shall hold office
until his or her successors are elected or he or she are re-elected and qualified or until
such earlier time as such Directors office is vacated.
(e)
Upon a change in the number of Directors (other than as a result of a vacancy), in

accordance with the provisions hereof, any increase or decrease shall be apportioned
by the Board of Directors at their discretion among the groups so as to maintain the
number of Directors in each group as nearly equal as possible provided that no
decrease in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent Director.
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(f)
Any Director shall assume his office as Director on the date of election to the Board of
Directors, unless a later date has been designated in the resolution appointing such
Director.
(g)
The Board of Directors shall have the sole and exclusive power, at any time and from
time to time, to appoint any person to be a Director, to fill a vacancy however created.
The Board of Directors shall have the power, at any time and from time to time, to
appoint any person to be a Director in addition to the existing members of the Board of
Directors, so long as the total number of Directors shall not at any time exceed the
maximum number prescribed by the Articles. Any such Director appointed by the Board
of Directors shall be placed in a group of Directors so that all groups are as nearly equal
as possible. A director so appointed to either fill a casual vacancy or as an addition to
the Board of Directors will hold office until the next Annual General Meeting, whereat,
such Director shall be eligible for re-election for a term of office equal to, in the case of
vacancy the remaining period of the term of office of the director whose office has
been vacated (i.e., until the next Annual General Meeting of our shareholders for the
group in respect of which the vacancy was created), or in the case of an additional
director subject to approval of the General Meeting, the term of office as designated
by the Board of Directors in respect of the group in which such Director shall be placed.
(h)
No person shall be eligible for appointment as a Director at any Annual General Meeting
upon the proposal of a Shareholder, unless not more than seven (7) days having
elapsed from the date of notice of the General Meeting (i.e., not less than twenty eight
(28) days prior to the date of the meeting) there shall have been left at the Registered
Office notice in writing signed by a Shareholder duly qualified to attend and vote at the
meeting for which such notice is given of his intention to propose such person for
election and also notice in writing duly signed by the nominee giving his consent to the
nomination and signifying his candidature for the office and subject to the provisions of
Article 40(i) below. Notice of each and every candidature for election to the board of
directors shall be served on the registered Shareholders at least seven (7) days prior
to the meeting at which the election is to take place.
(i)
Any Proposing Shareholder requesting to include on the agenda of an Annual General

Meeting a nomination of a Person to be proposed to the Shareholders for election as
Director (such person, a Proposed Nominee), may so request provided that it
complies with Article 40(h), this Article 40(i), Article 26A and applicable law. Unless
otherwise determined by the Board of Directors, a Proposal Request relating to a
Proposed Nominee is deemed to be a matter that is appropriate to be considered only
in an Annual General Meeting. In addition to any information required to be included in
accordance with applicable law, such a Proposal Request shall include information
required pursuant to Article 26A, and shall also set forth: (i) the name, address,
telephone number, fax number and email address of the Proposed Nominee and all
citizenships and residencies of the Proposed Nominee; (ii) a description of all
arrangements, relations or understandings between the Proposing Shareholder(s) or
any of its affiliates and each Proposed Nominee; (iii) a declaration signed by the
Proposed Nominee that he consents to be named in the Companys notices and proxy
materials relating to the General Meeting, if provided or published, and, if elected, to
serve on the Board of Directors and to be named in the Companys disclosures and
filings, (iv) a declaration signed by a Proposed Nominee as required under the Israeli
Companies Law and any other applicable law and stock exchange rules and regulations
for the appointment of such a Proposed Nominee and an undertaking that all of the
information that is required under law and stock exchange rules and regulations to be
E-27

provided to the Company in connection with such an appointment has been provided;
(v) a declaration made by the Proposed Nominee of whether he or she meets the criteria
for an independent director and/or External Director of the Company under the Israeli
Companies Law and/or under any applicable law, regulation or stock exchange rules,
and if not, then an explanation of why not; and (vi) any other information required at the
time of submission of the Proposal Request by applicable law, regulations or stock
exchange rules. In addition, the Proposing Shareholder shall promptly provide any
other information reasonably requested by the Company. The Board of Directors may
refuse to acknowledge the nomination of any person not made in compliance with the
foregoing. The Company shall be entitled to publish any information provided by a
Proposing Shareholder pursuant to the above, and the Proposing Shareholder shall be
responsible for the accuracy and completeness thereof.
(j)
Directors (other than External Directors) shall be elected at the Annual General Meeting
by a Simple Majority, and each Director shall serve, subject to Article 43 hereof, and
according to the provisions of this Article 40. The Shareholders shall be entitled to
remove any Director(s) (other than External Directors) from office at an Annual General
Meeting prior to the lapse of his full term in office, all subject to applicable law and these
Articles. The Board of Directors shall be entitled to remove from office any Director(s)
appointed by the Board of Directors (as set forth below).
(k)
An elected External Director shall commence his term from the date of or stated in, and
shall serve for the period stated in, the resolution of the General Meeting at which he
was elected, unless his office becomes vacant earlier in accordance with the provisions
of the Israeli Companies Law.
41. Qualification of Directors

No person shall be disqualified to serve as a Director by reason of his not holding shares in
the Company or by reason of his having served as a Director in the past.
42. Continuing Directors in the event of Vacancies
In the event of one or more vacancies in the Board of Directors, the continuing Directors may
continue to act in every matter, provided, however, that if their number is less than the
minimum number provided for pursuant to Article 39 hereof, they may only act in an
emergency or to fill the office of a Director which has become vacant up to a number equal
to the minimum number provided for pursuant to Article 39 hereof, or in order to convene a
General Meeting of the Company for the purpose of electing Directors to fill any or all
vacancies. A director so appointed to fill a casual vacancy of Directors will hold office until
the next Annual General Meeting, whereat, such Director shall be eligible for re-election for
a term of office equal to the remaining period of the term of office of the director whose office
has been vacated (i.e., until the next Annual General Meeting of our shareholders for the
group in respect of which the vacancy was created).
43. Vacation of Office
(a)
The office of a Director shall be vacated, ipso facto, upon the occurrence of any of the
following events: (i) such Directors death, or if he be found lunatic or become of
unsound mind or otherwise legally incompetent, or (ii) if such Director becomes
bankrupt, or (iii) if such Director is no longer fit to serve as a director in accordance with
E-28

the Israeli Companies Law, or (iv) if such Director is disqualified from acting as a
director in any jurisdiction for reasons other than on technical grounds, or (v) if his
period of office has terminated in accordance with the provisions of these Articles.
(b)
The office of a Director shall be vacated by his written resignation. Such resignation
shall become effective on the date fixed therein, or upon the delivery thereof to the
Company, whichever is later.
(c)
The Annual General Meeting shall be entitled, by an Ordinary Resolution, to remove any
Director (other than an External Director) from office prior to the expiry of his term in
office, provided that the removed Director shall be given a reasonable opportunity to
state his case before the Annual General Meeting. Such removal shall become effective
on the date fixed in such resolution. External Directors may be removed from office only
in accordance with the provisions of the Israeli Companies Law.
44. Remuneration of Directors

(a)
Payment of remuneration to a Director by the Company for his services as Director shall
be subject to the approvals required pursuant to the provisions of the Israeli Companies
Law, provided that the fees payable to Directors shall not be increased except pursuant
to an Ordinary Resolution (or other majority as required under the Israeli Companies
Law) where notice of the proposed increase shall have been given in the notice
convening the meeting. The Company shall compensate its External Directors pursuant
to the provisions of the Israeli Companies Law.
(b)
The Company may reimburse Directors for their reasonable expenses for travelling,
board and lodging and other expenses connected with their participation at meetings of
the Board of Directors and the performance of their duties as Directors, according to the
Companys policy from time to time and subject to the Israeli Companies Law.
(c)
Any Director who holds any executive office, or who serves on any Committee of the
Board of Directors, or who otherwise performs services which in the opinion of the
Board of Directors are outside the scope of ordinary duties of a Director, may be paid
such extra remuneration by way of salary, commission or otherwise as the Board of
Directors may determine, subject to the provisions of the Israeli Companies Law.
(d)
The fees payable to non-executive Directors shall be by a fixed sum and shall not at any
time be by commission on or a percentage of the profits or turnover. Salaries payable
to executive Directors may not include a commission on or a percentage of turnover.
(e)
Executive Directors and non-executive directors may receive options, warrants or other
securities convertible or exercisable into shares of the Company, as may be determined
from time to time by the Board of Directors and subject to the provisions of the Israeli
Companies Law.
45. Conflict of Interests

(a)
Subject to any provisions of applicable law, a Director shall not be disqualified by virtue
of his office from holding another office in the Company or in any other company in
which the Company is a shareholder or in which it has any other form of interest, or of
entering into a contract with the Company, either as seller or buyer or otherwise.
Likewise, subject to the Israeli Companies Law, no contract made by the Company or
on its behalf in which a Director has any form of interest may be nullified and a Director
shall not be obligated to account to the Company for any profit deriving from such office,
or resulting from such contract, merely by virtue of the fact that he serves as a Director,
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but such Director shall be obligated to disclose to the Board of Directors the nature of
any such interest as well as any material fact or document at the meeting of the Board
of Directors at which the contract or arrangement is first considered.
(b)
following the Company may enter into any contract or otherwise transact any business
with any Office Holder in which contract or business such Office Holder has a personal
interest, directly or indirectly; and may enter into any contract of otherwise transact any
business with any third party in which contract or business an Office Holder has a
personal interest, directly or indirectly, provided always that no Director shall be present
in the discussion of nor vote with regard to any contract or proposed contract or
arrangement in which he has directly or indirectly a personal material interest.
46. Alternate Directors

(a)
A Director may, by written notice to the Company, appoint a natural person who is not
a Director approved by a majority of his co-directors to act as an alternate for himself
(in these Articles referred to as an Alternate Director), provided that any fee paid by
the Company to the Alternate Director shall be deducted from that appointing Directors
remuneration for the same period in which the Alternate Director served in office. A
Director may remove such Alternate Director and appoint another Alternate Director
approved by a majority of his co-directors in place of any Alternate Director appointed
by him whose office has been vacated for any reason whatsoever. Unless the
appointing Director, by the instrument appointing an Alternate Director or by written
notice to the Company, limits such appointment to a specified period of time or restricts
it to a specified meeting or action of the Board of Directors, or otherwise restricts its
scope, the appointment shall be for an indefinite period, and for all purposes. An
individual who qualifies to be a member of the Board of Directors, may act as an
Alternate Director. A person may not act as an Alternate Director for more than one
Director of the Company at the same time.
(b)
Any notice given to the Company pursuant to Article 46(a) shall become effective on the
date fixed therein, or upon the delivery thereof to the Company, whichever is later.
(c)
An Alternate Director shall have all the rights and obligations of the Director who
appointed him, provided, however, that he may not in turn appoint an alternate for
himself (unless the instrument appointing him otherwise expressly provides and subject
to applicable law), and provided further that an Alternate Director shall have no standing
at any meeting of the Board of Directors or any committee thereof while the Director
who appointed him is present.
(d)
An Alternate Director shall alone be responsible for his own acts and defaults, and he
shall not be deemed the agent of the Director(s) who appointed him.
(e)
The office of an Alternate Director shall be vacated under the circumstances, mutatis
mutandis, set forth in Article 43, and such office shall ipso facto be vacated if the
Director who appointed such Alternate Director ceases to be a Director.
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PROCEEDINGS OF THE BOARD OF DIRECTORS
47. Meetings
(a)
The Board of Directors may meet and adjourn its meetings according to the Companys
needs and otherwise regulate such meetings and proceedings as the Board of Directors
deems fit, provided however, that the Board of Directors shall convene at least once
every three (3) calendar months. Notice of the meetings of the Board of Directors shall
be given to each Director at the last address that the Director provided to the Company,
or via telephone, facsimile or e-mail message; provided, however, that the Board of
Directors may convene without giving such prior notice to all or any of the Directors, if
all the Directors entitled to participate in such meeting waived such prior notice in
writing or in circumstances permitted under the Israeli Companies Law.
(b)
The chair(s) of the Board of Directors may, at any time, convene a meeting of the Board
of Directors. Any Director, who is not the chair(s) of the Board of Directors, may at any
time, and the secretary of the Company or the chair(s) of the Board of Directors, upon
the request of such Director, shall, convene a meeting of the Board of Directors. Prior
notice shall be given to all Directors a reasonable time in advance, but not less than
forty-eight (48) hours, prior to the time set for such meeting, unless the urgency of the
matter(s) to be discussed at the meeting reasonably require(s) a shorter notice period,
in which case the chair(s) of the Board of Directors may convene a meeting upon such
shorter notice or subject to applicable law, or unless such notice as to a particular
meeting is waived in writing by all of the Directors.
(c)
Notwithstanding anything to the contrary herein, failure to deliver notice to a Director of

any such meeting in the manner required hereby may be waived by such Director at or
prior to the meeting, and a meeting shall be deemed to have been duly convened
notwithstanding such defective notice if such failure or defect is waived prior to action
being taken at such meeting, by all Directors entitled to participate at such meeting to
whom notice was not duly given as aforesaid. Without derogating from the foregoing, no
Director present at any time during a meeting of the Board of Directors shall be entitled
to seek the cancellation or invalidation of any proceedings or resolutions adopted at
such meeting on account of any defect in the notice of such meeting relating to the date,
time or the place thereof or the convening of the meeting.
48. Quorum
No business shall be transacted at a meeting of the Board of Directors unless the requisite
quorum is present when the meeting proceeds to business. Until otherwise unanimously
decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be
constituted by the presence, in person or by any other means of communication by which the
Directors may hear each other simultaneously, of a majority of the Directors then in office
who are lawfully entitled to participate and vote in the meeting (as conclusively determined
by the chair of the Audit Committee and in the absence of such determination by the
chair(s) of the Board of Directors), but shall not be less than two. For the avoidance of doubt,
should a Director or Directors be barred from being present and voting at a meeting of the
Board of Directors by virtue of the Israeli Companies Law, the quorum shall be a majority of
the directors entitled to be present and to vote at the meeting of the Board of Directors.
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49. Chair(s) of the Board of Directors
(a)
The Board of Directors may from time to time elect one or more of its members to act
as Chair(s) (or Co-Chairs) of the Board of Directors (the Chair(s)), remove such
Chair(s) from office and appoint another in his place or their place. The Chair(s) shall
serve as the chair(s) of the Board of Directors throughout his (or their) term, unless
resolved otherwise by the Board of Directors.
The Chair(s) shall preside at every meeting of the Board of Directors, but if there is no
such Chair(s), or if at any meeting he is not or they are not present within fifteen (15)
minutes of the time fixed for the meeting, or if he is or they are unwilling to take the
chair, the Directors present shall choose one of their number to be the chair of such
meeting.
(b)
The General Manager(s) (chief executive officer(s)) under the Israeli Companies Law or
his or their relative(s) may not serve as the Chair(s), and the Chair(s) or a relative of the
Chair(s) may not be vested with authorities of the General Manager(s) (chief executive
officer(s)) without obtaining certain approval of the General Meeting pursuant to the
50. Validity of Acts Despite Defects

(a)
Subject to the provisions of the Israeli Companies Law, all acts done bona fide at any
meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any
person(s) acting as Director(s), shall, notwithstanding that it may afterwards be
discovered that there was some defect in the appointment of the participants in such
meetings or any of them or any person(s) acting as aforesaid, or that they or any of them
were disqualified, be as valid as if there were no such defect or disqualification.
(b)
The General Meeting shall be entitled to ratify any act taken by the Board of Directors
and/or any Committee of the Board of Directors without authority or which was tainted
by some other defect. From the time of the ratification, every act ratified shall be treated
as though lawfully performed from the outset.
GENERAL MANAGER (CHIEF EXECUTIVE OFFICER)
51. General Manager

(a)
Subject to the provisions of the Israeli Companies Law, the Board of Directors may from
time to time appoint one or more persons, whether or not Directors, as chief executive
officer(s) or general manager(s) of the Company (the Chief Executive Officer(s)) and
may confer upon such person(s), and from time to time modify or revoke, such title(s)
(including managing director, director general or any similar or dissimilar title) and such
duties and authorities of the Board of Directors as the Board of Directors may deem fit,
subject to such limitations and restrictions as the Board of Directors may from time to
time prescribe. Such appointment(s) may be either for a fixed term or without any
limitation of time, and the Board of Directors may from time to time (subject to the
provisions of the Israeli Companies Law and of any contract between any such person
and the Company) fix his or their salaries and emoluments, remove or dismiss him or
them from office and appoint another or others in his or their place or places. Where a
Chief Executive Officer or managing director or a person holding an equivalent position
is appointed for a fixed term, the term shall not exceed 5 (five) years.
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(b)
Subject to the Israeli Companies Law and the terms set forth in these Articles, the Chief
Executive Officer(s) shall manage the business, affairs and operations of the Company,
pursuant to the policies determined by the Board of Directors from time to time. The
Chief Executive Officer(s) or managing director or a person holding an equivalent
position shall be subject to the control of the Board of Directors. The Board of Directors
shall be entitled from time to time to delegate to the Chief Executive Officer(s) for the
time being such of the powers they have pursuant to these Articles as they deem
appropriate, and they shall be entitled to grant such powers for such period and for such
purposes and on such conditions and with such restrictions as they deem expedient,
and they shall be entitled to grant such powers without renouncing the powers and
authorities of the Board of Directors in such regard, and they may, from time to time,
revoke, annul and alter such delegated powers and authorities, in whole or in part.
(c)
Subject to the Israeli Companies Law, the Board of Directors may from time to time
determine the Chief Executive Officers(s) remuneration and other terms and
conditions of the Chief Executive Officers(s) employment or service, subject to the
terms of his or their employment or service agreement(s) and the provisions of any
applicable law. Subject to the provisions of the Israeli Companies Law, all Company
employees shall be subordinate, directly or indirectly, to the Chief Executive Officer(s)
of the Company. The Chief Executive Officer(s) of the Company shall have the right to
remove any Company employee from his position and/or terminate the employment of
any such employee with the Company and, subject to the provisions of the Israeli
Companies Law, may delegate such powers to other employees of the Company.
TAKE-OVERS
52. Article 53A and the provisions of the Israeli Companies Law in respect of full tender offers will
apply to the Company, its Shareholders and its shares.
53. As long as the Companys Shares are primarily listed on the Exchange, the provisions of
Singapore Code on Take Overs and Mergers, as amended from time to time (the Takeover
Code) shall apply to all take-over offers in respect of the Companys Shares, subject to
Articles 53A and 53B.
53A. If the full tender offer is not accepted in accordance with the Israeli Acceptance Conditions
(as defined below) detailed in section 337 of the Israeli Companies Law, an offeror may not
purchase Shares from the offerees who responded positively to the tender offer (Accepting
Offerees) in such number that would increase his or her holdings to more than 90% of the
issued and outstanding share capital of the Company (or applicable class). In such an
instance, (a) if the purchase of Shares from the Accepting Offerees will bring the
shareholdings of the offeror to up to 90%, then the offeror must purchase all the Shares of
the Accepting Offerees (unless the offeror stated in his or her offer that any purchase of
Shares under the offer is subject to and contingent upon acceptance of the offer at a
minimum percentage rate), or (b) if the purchase of Shares from the Accepting Offerees will
bring the shareholdings of the offeror to more than 90%, any such purchase of Shares by the
offeror in the framework of the tender offer will be effected on a pro rata basis from the
Accepting Offerees such that the offerors shareholdings in the Company will not exceed
90%.
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53B. In the event of a mandatory offer under the Takeover Code to purchase shares or voting
rights or a class of shares in the Company and the offeror would, in connection with such
mandatory offer, hold over 90% of the Company voting rights or issued and outstanding
share capital (or of a class thereof): (a) the offer is allowed to be subject to the Israeli
Acceptance Conditions in addition to the 50% Acceptance Condition (as defined below); (b)
in the event the 50% Acceptance Condition is met but the Israeli Acceptance Conditions are
not met, the offeror be allowed to purchase only such shares from Accepting Offerees which
will not result in his shareholdings in the Company exceeding 90%; and (c) in the event the
50% Acceptance Condition and the Israeli Acceptance Conditions are met, all of the shares
that the offeror offered to purchase will be transferred to the offeror under the Israeli
Companies Law.
53C. For purposes of Articles 53A and 53B above, (i) the Israeli Acceptance Conditions refer to (a)
the Shareholders who do not accept the offer hold less than 5% of the issued and
outstanding share capital of the Company (or the applicable class) and a majority of the
Shareholders who do not have a personal interest in the acceptance of the tender offer
accepted the tender offer; or (b) the Shareholders who did not accept the tender offer hold
less than 2% of the issued and outstanding share capital of the Company (or the applicable
class; and (ii) the 50% Acceptance Condition refers to the condition set out in Rule 14.2(a)
of the Takeover Code, whereby the offeror having received acceptances which, together with
voting rights acquired or agreed to be acquired before or during the offer, will result in the
offeror and any person acting in concert with him holding more than 50% of the voting rights.
53D. Any Shares acquired in violation of the take-over obligations provided in these Articles will
be deemed as dormant shares with no rights whatsoever attached to them for as long as they
are held by the acquirer of such Shares.
MINUTES
54. Minutes
(a)
Minutes of each General Meeting and of each meeting of the Board of Directors (or any
Committee of the Board of Directors) shall be recorded and duly entered in books
provided for that purpose. Such minutes shall, in all events, set forth the names of the
persons present at the meeting and all resolutions adopted thereat.
(b)
Any minutes as aforesaid, if purporting to be signed by the chair of the meeting or by

the chair of the next succeeding meeting, shall constitute prima facie evidence of the
matters recorded therein.
DIVIDENDS
55. Declaration and Payment of Dividends

Subject to the provisions of the Israeli Companies Law, the Board of Directors may from time
to time declare, and cause the Company to pay, such dividend as may appear to the Board
of Directors to be justified. The Board of Directors shall determine, and may authorise,
subject to applicable law, any of its Directors and/or Office Holders to determine, the time for
payment of such dividends and the record date for determining the Shareholders entitled
thereto.
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56. Amount Payable by Way of Dividends
(a)
Subject to the provisions of these Articles and subject to the rights or conditions
attached at that time to any share in the capital of the Company granting preferential,
special or deferred rights or not granting any rights with respect to dividends, any
dividend paid by the Company shall be allocated among the Shareholders (not in
default in payment of any sum referred to in Article 14 hereof) entitled thereto in
proportion to their respective holdings of the shares in respect of which such dividends
are being paid.
(b)
Whenever the rights attached to any shares or the terms of issue of the shares do not
provide otherwise, shares which are fully paid up or which are credited as fully or partly
paid within any period which in respect thereof dividends are paid shall entitle the
holders thereof to a dividend in proportion to the amount paid up or credited as paid up
in respect of the nominal value of such shares and to the date of payment thereof (pro
rata temporis).
57. Interest
No dividend or other benefit in respect of shares shall carry interest as against the Company.
58. Payment in Specie
Upon the declaration of the Board of Directors, a dividend may be paid, wholly or partly, by
the distribution of specific assets of the Company or by distribution of paid up shares,
debentures or debenture stock or other securities of the Company or of any other companies,
or in any one or more of such ways or any other ways, at its discretion.
59. Capitalisation of Profits, Reserves, etc.
Without derogating from the provisions of sub-Article 36(c) (Reserves) upon the resolution
of the Board of Directors, the Company
(a)
may cause any monies, investments, or other assets forming part of the undivided
profits of the Company, standing to the credit of a reserve fund, or to the credit of a
reserve fund for the redemption of capital, or in the hands of the Company and available
for dividends, or representing premiums received on the issuance of shares and
standing to the credit of the share premium account, to be capitalised and distributed
among such of the Shareholders as would be entitled to receive the same if distributed
by way of dividend and in the same proportion, on the footing that they become entitled
thereto as capital, or may cause any part of such capitalised fund to be applied on
behalf of such shareholders in paying up in full, either at par or at such premium as the
resolution may provide, any unissued shares or debentures or debenture stock of the
Company which shall be distributed accordingly, in payment, in full or in part, of the
uncalled liability on any issued shares (if any) or debentures or debenture stock; and
(b)
may cause such distribution or payment to be accepted by such Shareholders in full

satisfaction of their interest in the said capitalised sum.
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60. Implementation of Powers
For the purpose of giving full effect to any resolution under Articles 58 or 59, and without
derogating from the provisions of Article 10(b) hereof, and subject to applicable law, the
Board of Directors may settle any difficulty which may arise in regard to the distribution as
it thinks expedient, and, in particular, may issue fractional certificates, and may fix the value
for distribution of any specific assets, and may determine that cash payments shall be made
to any Shareholders upon the footing of the value so fixed, or that fractions of less value than
the nominal value of one share may be disregarded in order to adjust the rights of all parties,
and may vest any such cash, shares, debentures, debenture stock or specific assets with
trustees upon such trusts for the persons entitled to the dividend or capitalised fund as may
seem expedient to the Board of Directors.
61. Deductions from Dividends
The Board of Directors may deduct from any dividend or other monies payable to any
Shareholder in respect of a share, any and all sums of money then payable by such
Shareholder to the Company on account of calls or otherwise in respect of shares of the
Company and/or on account of any matter or transaction whatsoever or as required to be
paid by applicable law.
62. Retention of Dividends
(a)
The Board of Directors may retain any dividend or other monies payable or property
distributable in respect of a share on which the Company has a lien, and may apply the
same in or toward satisfaction of the debts, liabilities, or engagements in respect of
which the lien exists.
(b)
The Board of Directors may retain any dividend or other monies payable or property
distributable in respect of a share in respect of which any person is, under Articles 23
or 24, entitled to become a Shareholder, or which any person is, under said Articles,
entitled to transfer, until such person shall become a Shareholder in respect of such
share or shall transfer the same.
63. Unclaimed Dividends

All unclaimed dividends or other monies payable in respect of a share may be invested or
otherwise made use of by the Board of Directors for the benefit of the Company until claimed.
The payment by the Directors of any unclaimed dividend or such other monies into a
separate account shall not constitute the Company a trustee in respect thereof, and any
dividend unclaimed after a period of seven (7) years from the date of declaration of such
dividend, and any such other monies unclaimed after a like period from the date the same
were payable, shall be forfeited and shall revert to the Company, provided, however, that the
Board of Directors may, at its discretion, cause the Company to pay any such dividend or
such other monies, or any part thereof, to a person who would have been entitled thereto had
the same not reverted to the Company.
64. Mechanics of Payment
Any dividend or other monies payable in cash in respect of a share may be paid by check or
warrant sent through the post to, or left at, the registered address of the person entitled
thereto or by transfer to a bank account specified by such person (or, if two or more persons
are registered as joint holders of such share or are entitled jointly thereto in consequence of
the death or bankruptcy of the holder or otherwise, to any one of such persons or to his bank
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account), or to such person and at such address as the person entitled thereto may by writing
direct, or in any other manner the Board of Directors deems appropriate. Every such check
or warrant shall be made payable to the order of the person to whom it is sent, or to such
person as the person entitled thereto as aforesaid may direct, and payment of the check or
warrant by the banker upon whom it is drawn shall be a good discharge to the Company.
Every such check or warrant shall be sent at the risk of the person entitled to the money
represented thereby.
65. Receipt from a Joint Holder
If two or more persons are registered as joint holders of any share, or are entitled jointly
thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of
them may give effectual receipts for any dividend or other monies payable or property
distributable in respect of such share.
ACCOUNTS
66. Books of Account
The Board of Directors shall cause accurate books of account to be kept in accordance with
the provisions of the Israeli Companies Law and of any other applicable law. Such books of
account shall be kept at the Registered Office of the Company, or at such other place or
places as the Board of Directors may think fit, and they shall always be open to inspection
by all Directors. No Shareholder, not being a Director, shall have any right to inspect any
account or book or other similar document of the Company, except as conferred by
applicable law or authorised by the Board of Directors or by a Shareholders resolution
adopted at a General Meeting. At least once each year the accounts of the Company and the
correctness of the statement of income and the balance sheet shall be audited and confirmed
by an independent auditor or auditors. The Company shall not be required to send copies of
its annual financial statements to the Shareholders.
67. Internal Auditor
The internal auditor of the Company shall be appointed in accordance with the rules and
regulations of the Israeli Companies Law, and shall report to the Chair(s) or as otherwise
determined by the Board of Directors. Notwithstanding the forgoing, in the event that the
Chair(s) is an executive officer of the Company, the internal auditor shall report to the chair
of the Companys Audit Committee.
The internal auditor shall file with the Audit Committee (unless decided otherwise by the
Board of Directors) a proposal for an annual or other periodic work plan, which shall be
approved by the Audit Committee (unless decided otherwise by the Board of Directors).
68. Independent Auditor
The independent auditors of the Company shall be appointed by resolution of the Companys
Shareholders at the Annual General Meeting and shall serve until its/their re-election,
removal or replacement by subsequent resolution. The appointment, rights and duties of
such independent auditors shall be subject to the Israeli Companies Law, provided, however,
that in exercising its authority to fix the remuneration of the independent auditors, the
Shareholders in General Meeting may act (and in the absence of any action in connection
therewith shall be deemed to have so acted), to authorise the Board of Directors (with right
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of delegation to management of the Company) to fix such remuneration. The Board of
Directors shall have the power and authority to fix the remuneration of the independent
auditors for audit services as well as for other services. By an act appointing such auditors,
the Company may appoint the independent auditors to serve for a period of up to the end of
the third Annual General Meeting in which such independent auditors were appointed.
BOOKS OF THE COMPANY; BRANCH REGISTERS; LIST OF SHAREHOLDERS
69. Books of the Company
The Board of Directors shall comply with all the provisions of the Israeli Companies Law in
regard to the keeping and maintaining of a register of Directors, Shareholders Register and
register of charges. Any book, register and record that the Company is obligated to keep in
accordance with the Israeli Companies Law or pursuant to these Articles shall be recorded
in a regular book, or by technical, mechanical or other means, as the Board of Directors shall
deem appropriate.
69A. Branch Registers
Subject to and in accordance with the provisions of the Israeli Companies Law, the Company
may cause branch or additional registers to be kept in any place outside Israel as the Board
of Directors may think fit, and, subject to all applicable requirements of law, the Board of
Directors may from time to time adopt such rules and procedures as it may think fit in
connection with the keeping of such branch or additional registers.
RIGHTS OF SIGNATURE, STAMP AND SEAL
70. Rights of Signature, Stamp and Seal
(a)
The Board of Directors shall be entitled to authorise any person or persons (who need
not be Office Holders) to act and sign on behalf of the Company, and the acts and
signature of such person(s) on behalf of the Company shall bind the Company insofar
as such person(s) acted and signed within the scope of his or their authority; and the
Board of Directors may authorise the Chief Executive Officer(s) to further grant
signature rights to any other Office Holder of the Company.
(b)
The Company shall have at least one official stamp.
(c)
The Board of Directors may provide for a seal. If the Board of Directors so provides, it
shall also provide for the safe custody thereof. Such seal shall not be used except by
the authority of the Board of Directors and by the person(s) authorised to sign on behalf
of the Company, who shall sign every instrument to which such seal is affixed.
NOTICES
71. Notices
(a)
All notices and other communications made pursuant to these Articles shall be in
writing. Any written notice or other document may be served by the Company upon any
Shareholder either personally, or by facsimile transmission, or by e-mail or by sending
it by prepaid mail (airmail or overnight air courier if sent to an address on a different
continent from the place of mailing) addressed to such Shareholder at his address (post
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address, facsimile number or e-mail address) as described in the Shareholders
Register or such other address as he may have designated in writing for the receipt of
notices and other documents. Such designation may include a broker or other nominee
holding shares at the instruction of the Shareholder. Proof that an envelope containing
a notice was properly addressed, stamped and mailed shall be conclusive evidence that
notice was given. A declaration of an authorised person on behalf of the stock transfer
agent of the Company or other distribution agent stating that a notice was mailed to a
Shareholder will suffice as proof of notice for purposes of this Article. Any written notice
or other document may be served by any Shareholder upon the Company by tendering
the same in person to the Secretary of the Company or the General Manager of the
Company at the principal office of the Company, or by facsimile transmission, or by
sending it by prepaid registered mail (airmail or overnight air courier if posted outside
Israel) to the Company at its Registered Office. Any such notice or other document shall
be deemed to have been served (i) in the case of mailing, three (3) business days after
it has been posted (five (5) business days if sent internationally), or when actually
received by the addressee if sooner than three business days or five business days, as
the case may be, after it has been posted; (ii) in the case of overnight air courier, two (2)
business day following the day sent, with receipt confirmed by the courier, or when
actually received by the addressee if sooner than two business days after it has been
sent; (iii) in the case of personal delivery, on the date such notice was actually tendered
in person to such Shareholder (or to the Secretary or the General Manager); (iv) in the
case of facsimile transmission, on the date on which the sender receives automatic
electronic confirmation by the recipients facsimile machine that such notice was
received by the addressee; or (v) in the case of electronic mail, one business day after
being sent via electronic mail or when actually received by the addressee. If a notice is,
in fact, received by the addressee, it shall be deemed to have been duly served, when
received, notwithstanding that it was defectively addressed or failed, in some respect,
to comply with the provisions of this sub-Article 71(a).
A Shareholder may change or supplement the address for service of any notice
pursuant to these Articles, or designate additional addresses, facsimile numbers and
email addresses for the purposes of this Article 71 by giving the Company a written
notice of the new contact details in the manner set forth above.
(b)
All notices to be given to the Shareholders shall, with respect to any share to which
persons are jointly entitled, be given to whomever of such persons is named first in the
Shareholders Register, and any notice so given shall be sufficient notice to the holders
of such share.
(c)
Any Shareholder whose address is not set forth in the Shareholders Register, and who
shall not have designated in writing an address for the receipt of notices, shall not be
entitled to receive any notice from the Company. If notice is given in more than one of
the manners specified above, it shall be deemed to have been received on the earliest
date on which it is deemed to have been delivered, as provided above.
(d)
Notwithstanding anything to the contrary herein and subject to applicable law: notice by
the Company of a General Meeting which is published in two (2) daily newspapers in the
State of Israel, if at all, shall be deemed to have been duly given on the date of such
publication to any Shareholder whose address as registered in the Shareholders
Register (or as designated in writing for the receipt of notices and other documents) is
located in the State of Israel.
E-39

Notwithstanding anything to the contrary herein and subject to applicable law: notice by
the Company of a General Meeting which is published in one (1) daily newspaper in
Singapore or in one international wire service shall be deemed to have been duly given
on the date of such publication to any Shareholder whose address as registered in the
Shareholders Register (or as designated in writing for the receipt of notices and other
documents) is located outside the State of Israel.
(e)
The mailing date, actual transmission or delivery date or publication date or notice date
and the date of the General Meeting shall not be counted as part of the days comprising
any notice period.
(f)
Notwithstanding anything to the contrary contained herein and subject to the provisions
of the Israeli Companies Law, notice to a Shareholder shall be deemed to have been
duly delivered if notice is provided in any manner prescribed by applicable law.
(g)
Any Shareholder, Director or any other person entitled to receive notice in accordance
with these Articles or under applicable law, may waive notice, in advance or
retroactively, in a particular case or type of cases or generally, and if so, notice will be
deemed as having been duly delivered, and all proceedings or actions for which the
notice was required will be deemed valid.
(h)
For purposes of this Article 71 business day means Sunday to Thursday, inclusive,
with the exception of holidays and official days of rest in the State of Israel.
EXEMPTION, INSURANCE AND INDEMNITY
72. Exemption, Indemnity and Insurance

(a)
extent permitted by applicable law, exempt in advance an Office Holder from all or some
of the Office Holders responsibility for damage resulting from the Office Holders
breach of the Office Holders duty of care to the Company, other than with respect to a
liability arising out of the breach of duty of care in respect of any Distribution (as such
term is defined in the Israeli Companies Law) by the Company.
(b)
extent permitted by applicable law, indemnify an Office Holder in respect of an
obligation or expense specified below imposed on or incurred by the Office Holder in
respect of an act or omission performed in his capacity as an Office Holder, with respect
to the following:
(i)
a financial obligation imposed on such Office Holder in favour of another person by

a court judgement, including a compromise judgement or an arbitrators award
approved by court;
(ii)
reasonable litigation expenses, including attorneys fees, incurred by the Office

Holder as a result of an investigation or proceeding instituted against him by a
competent authority which concluded without the filing of an indictment against
him and without the imposition of any financial liability in lieu of criminal
proceedings, or which concluded without the filing of an indictment against him but
with the imposition of a financial liability in lieu of criminal proceedings concerning
a criminal offense that does not require proof of criminal intent or in connection
E-40

with a financial sanction (the phrases proceeding concluded without the filing of
an indictment and financial liability in lieu of criminal proceeding shall have the
meaning ascribed to such phrases in section 260(a)(1a) of the Israeli Companies
Law); and
(iii) reasonable litigation expenses, including attorneys fees, expended by an Office
Holder or charged to the Office Holder by a court, in a proceeding instituted
against the Office Holder by the Company or on its behalf or by another person,
or in a criminal charge from which the Office Holder was acquitted, or in a criminal
charge in which the Office Holder was convicted of an offense that does not require
proof of criminal intent.
The Company may undertake to indemnify an Office Holder as aforesaid, (x) in
advance, provided that, in respect of sub-Article 72(b)(i), the indemnity
undertaking is limited to events which in the opinion of the Board of Directors are
foreseeable in light of the Companys actual operations when the undertaking to
indemnify is granted, and to an amount or criteria determined by the Board of
Directors as reasonable under the circumstances, and further provided that such
events and amount or criteria are set forth in the undertaking to indemnify, and (y)
retroactively.
Subject to the provisions of the Israeli Companies Law, if so requested by an Office
Holder, and subject to the Companys right of reimbursement, the Company may
advance amounts to cover such Office Holders expenses with respect to any acts
or omissions for which such Office Holder is entitled to indemnity under this
sub-Article 72(b).
The indemnity amount payable hereunder shall be in addition to any amount paid
(if paid) under insurance.
(c)
Subject to the provisions of the Israeli Companies Law, the Company may enter into a
contract for the insurance of all or part of the liability of any Office Holder imposed on
the Office Holder in respect of an act or omission performed in his capacity as an Office
Holder, in respect of each of the following:
(i)
a breach of his duty of care to the Company or to another person;
(ii)
a breach of his duty of loyalty to the Company, provided that the Office Holder
acted in good faith and had reasonable grounds to assume that such act or
omission would not prejudice the interests of the Company; or
(iii) a financial obligation imposed on him in favour of another person.

(d)
The provisions of Articles 72(a), 72(b) and 72(c) above are not intended, and shall not
be interpreted, to restrict the Company in any manner in respect of the procurement of
insurance and/or in respect of indemnification (i) in connection with any person who is
not an Office Holder, including, without limitation, any employee, agent, consultant or
contractor of the Company who is not an Office Holder, and/or (ii) in connection with any
Office Holder to the extent that such insurance and/or indemnification is not specifically
prohibited under law; provided that the procurement of any such insurance and/or the
provision of any such indemnification shall be approved by the Audit Committee of the
Company.
E-41

(e)
Any amendment to the Israeli Companies Law or any other applicable law, statute or
rule adversely affecting the right of any Office Holder to be indemnified or insured
pursuant to this Article 72 above shall be prospective in effect, and shall not affect the
Companys obligation or ability to indemnify or insure an Office Holder for any act or
omission occurring prior to such amendment, unless otherwise provided by the Israeli
Companies Law or such other applicable law.
(f)
Notwithstanding the above, the Company may neither exempt from liability, nor
indemnify an Office Holder or enter into an insurance contract against any of the
following: (i) a breach of an Office Holders duty of loyalty, except for indemnification
and insurance for a breach of the duty of loyalty to the Company to the extent that the
Office Holder acted in good faith and had reasonable grounds to assume that such act
or omission would not prejudice the interests of the Company; (ii) a reckless or
intentional violation of an Office Holders duty of care, excluding a breach arising out of
the mere negligent conduct of the Office Holder; (iii) an intentional action or omission
by an Office Holder in which such Office Holder intended to have an unlawful personal
gain; and (iv) a fine, civil fine, monetary sanction or forfeit levied against the Office
Holder.
WINDING UP
73. Winding Up
(a)
A voluntary winding up (liquidation) of the Company shall require the approval set forth
in the Companies Ordinance or any other approval as may be required by any
applicable law.
(b)
If the Company enters into winding up (liquidation), then, subject to applicable law and
to the rights of the holders of shares with special rights upon winding up, the assets of
the Company available for distribution among the Shareholders shall be distributed to
them in proportion to the nominal value of their respective holdings of the shares in
respect of which such distribution is being made.
(c)
Subject to the provisions of the Israeli Companies Law, the Companies Ordinance and
the rights attached to the various classes of shares existing in the Company, as
applicable, the liquidator may, by a Shareholders resolution adopted at a General
Meeting, distribute in specie among the Shareholders all or part of the surplus property,
and the liquidator may further, by such resolution, deposit any part of the surplus
property with trustees who shall hold same in trust in favour of the Shareholders, as the
liquidator shall deem appropriate. In order to distribute the surplus property in specie,
the liquidator may determine the value of the distributable assets and decide how such
distribution shall be implemented among the Shareholders, taking into account the
rights attached to Shares held by each of the Shareholders of the Company.
NOTIFICATION OF SUBSTANTIAL SHAREHOLDINGS
74. Notification of substantial shareholdings

For so long as the Companys Shares are listed on the Exchange, the provisions of Division
1 of Part VII of the Securities and Futures (Chapter 289) of Singapore, including any
amendment, modification, revision, variation or re-enactment thereof, shall apply to the
Directors, Shareholders and/or the Company (as the case may be).
E-42
(1)
(a)
The total number of issued

preference shares shall not
exceed the total number of
issued ordinary shares issued at
any time.
Capital
Appendix 4C Requirement
Yes
Complied
(Yes/No/Not
applicable)
(b)
F-1

prescribed by any stock exchange upon which shares in the Company may be
listed and the rights attaching to shares other than Ordinary Shares shall be
expressed in these Articles. The total number of issued preference shares shall
not exceed the total number of issued Ordinary Shares at any time. Preference
shareholders shall have the same rights as ordinary shareholders as regards
receiving of notices, reports and balance sheets and attending general meetings
of the Company. Preference shareholders shall also have the right to vote at any
meeting convened for the purpose of reducing the capital or winding up or
sanctioning a sale of the undertaking of the Company or where the proposal to
be submitted to the meeting directly affects their rights and privileges or when
the dividend on the preference shares is more than six (6) months in arrears.
9. Special Rights; Modifications of Rights
Article 9(b)
Article
APPENDIX F COMPARISON BETWEEN OUR ARTICLES OF ASSOCIATION AND APPENDIX 4C

OF THE CATALIST RULES
The rights attaching to shares of

a class other than ordinary
shares must be expressed.
Whether the company has power

to issue further preference capital
ranking equally with, or in priority
to preference shares already
issued must be expressed.
(b)
(c)
Yes
Yes
Complied
(Yes/No/Not
applicable)

(c)
F-2
The Company has power to issue further preference capital ranking equally with,
or in priority to, preference shares from time to time already issued or about to
be issued.
Article 9(c)
(b)
Article 9(b)
Article

(d)
Preference Shareholders must

have the same rights as ordinary
shareholders
as
regards
receiving notices, reports and
balance sheets, and attending
general meetings of the issuer.
Preference shareholders must
also have the right to vote at any
meeting
convened
for
the
purpose of reducing the capital,
or winding up, or sanctioning a
sale of the undertaking of the
issuer, or where the proposition
to be submitted to the meeting
directly affects their rights and
privileges, or when the dividend
on the preference shares is in
arrear for more than six months.
Yes
Complied
(Yes/No/Not
applicable)
(b)
F-3

Article 9(b)
Article

(e)
Subject to any direction to the

contrary that may be given by the
company in the general meeting
or except as permitted under the
Exchanges listing rules, all new
shares shall, before issue, be
offered to such persons who as at
the date of the offer are entitled to
receive
notices
from
the
company of general meetings in
proportion,
as
far
as
circumstances admit, to the
amount of the existing shares to
which they are entitled. The offer
shall be made by notice
specifying the number of shares
offered, and limiting a time within
which the offer, if not accepted,
will be deemed to be declined.
After the expiration of the
aforesaid time or on the receipt of
an intimation from the person to
whom the offer is made that he
declines to accept the shares
offered,
the
directors
may
dispose of those shares in a
manner as they think most
Yes.
Complied
(Yes/No/Not
applicable)
(c)
F-4
Subject to any applicable law or any direction to the contrary that may be given
by the Company in General Meeting or except as permitted under the
Exchanges listing rules, all new shares of the Company shall, before issue, be
offered to the such persons who as at the date of the offer are entitled to receive
notices from the Company of General Meetings in proportion, as far as
circumstances admit, to the amount of the existing shares to which they are
entitled. The offer shall be made by notice specifying the number of shares
offered, and limiting a time within which the offer, if not accepted, will be deemed
to be declined. After the expiration of the aforesaid time or on the receipt of an
intimation from the person to whom the offer is made that he declines to accept
the shares offered, the Directors may dispose of those shares in a manner as
they think most beneficial to the Company. The Directors may likewise so
dispose of any new shares which (by reason of the ratio which the new shares
bear to shares held by persons entitled to an offer of new shares) cannot, in the
opinion of the Directors, be conveniently offered under this sub-Article 13(c).
13. Issuance and Allotment of Shares; Repurchase of Shares; Placement Shares
Article 13(c)
Article

(f)
Subject to the provisions of the

Singapore Companies Act, if any
share
certificates
shall
be
defaced, worn-out, destroyed,
lost or stolen, it may be renewed
on such evidence being produced
and a letter of indemnity (if
required) being given by the
shareholder, transferee, person
entitled,
purchaser,
member
company of the Exchange or on
behalf of its/their client(s) as the
directors of the company shall
require, and in the case of
defacement or wearing out, on
delivery of the old certificate and
in any case on payment of such
sum not exceeding two dollars as
beneficial to the company. The

directors may likewise dispose of
any new shares which (by reason
of the ratio which the new shares
bear to shares held by persons
entitled to an offer of new shares)
cannot, in the opinion of the
directors, be conveniently offered
under this provision.
Yes
Complied
(Yes/No/Not
applicable)
(e)
F-5
If any share certificate shall be defaced, worn out, destroyed, lost or stolen, it
may be renewed on such evidence being produced and a letter of indemnity (if
required) being given by the Shareholder, transferee, person entitled,
purchaser, member firm or member company of the Exchange or on behalf of its
or their client or clients as the Board of Directors of the Company shall require,
and in case of defacement or wearing out, on delivery up of the old certificate
and in any case on payment of such sum not exceeding S$2 (or such other fee
as the Board of Directors may determine having regard to any limitation thereof
as may be prescribed by any stock exchange upon which the shares of the
Company may be listed) as the Board of Directors may from time to time require.
In the case of destruction, loss or theft, a shareholder or person entitled to whom
such renewed certificate is given shall also bear the loss and pay to the
Company all expenses incidental to the investigations by the Company of the
evidence of such destruction or loss.
11. Issuance of Share Certificates; Replacement of Lost Certificates
Article 11(e)
Article

(2)
Every member shall be entitled to

receive
share
certificates
in
reasonable denominations for his
holding and where a charge is made
for certificates, such charge shall not
exceed two dollars.
Certificate
the directors may from time to

time require. In the case of
destruction, loss or theft, a
shareholder or person entitled to
whom such renewed certificate is
given shall also bear the loss and
pay to the company all expenses
incidental to the investigations by
the company of the evidence of
such destruction or loss.
Yes
Complied
(Yes/No/Not
applicable)
(b)
F-6
Each Shareholder shall be entitled to receive from the Company, at such

Shareholders request, one numbered certificate for all the shares of any class
registered in his name, and if reasonably requested by such Shareholder, to
receive several certificates, each for one or more of such shares. Where a
charge is made for certificates, such charge shall not exceed S$2. Where a
shareholder has sold or transferred some of his shares, he shall be entitled, free
of charge, to receive a certificate in respect of his remaining shares, provided
that the previous certificate is delivered to the Company before the issuance of
a new certificate.
Article 11(b)
Article

(3)
The companys lien on shares

and dividends from time to time
declared in respect of such
shares, shall be restricted to
unpaid calls and instalments
upon the specific shares in
respect of which such monies are
due and unpaid, and to such
amounts as the company may be
called upon by law to pay in
respect of the shares of the
member or deceased member.
If any shares are forfeited and

sold, any residue after the
satisfaction of the unpaid calls
and
accrued
interest
and
expenses, shall be paid to the
person whose shares have been
forfeited, or his executors,
administrators or assignees or as
he directs.
(a)
(b)
Forfeiture And Lien
Yes
Yes
Complied
(Yes/No/Not
applicable)
Except to the extent the same may be waived or subordinated in writing, the
Company shall have a first and paramount lien upon shares and dividends from
time to time declared in respect of such shares which lien shall be restricted to
unpaid calls and instalments or any other amount of debt, liability or
engagement which is due upon the specific shares in respect of which such
monies are due and unpaid, and to such amounts as the Company may be
called upon by law to pay in respect of the shares of the Shareholder or
deceased Shareholder. Unless otherwise provided, the registration by the
Company of a transfer of shares shall be deemed to be a waiver on the part of
the Company of the lien (if any) existing on such shares immediately prior to
such transfer.
(c)
F-7
The net proceeds of any such sale, after payment of the costs and expenses
thereof, shall be applied in or toward satisfaction of the debts, liabilities or
engagements of such Shareholder (whether or not the same have matured), or
any specific part of the same (as the Company may determine), and the residue
(if any) shall be paid to the Shareholder, his executors, administrators,
assignees or as he directs.
17. Lien
Article 17(c)
(a)
17. Lien
Article 17(a)
Article

(4)
(a)
The company will accept for

registration a transfer in the form
approved by the Exchange.
Transfer And Transmission
Yes
Complied
(Yes/No/Not
applicable)
(a)
F-8
No transfer of Shares shall be registered unless a proper instrument of transfer

signed by the transferor and transferee (in form and substance satisfactory to
the Board of Directors) has been submitted to the Company or its agent,
together with any share certificate(s) and such other evidence of title as the
Board of Directors may reasonably require; provided however, that the Board of
Directors may approve other methods of recognising the transfer of Shares,
taking into account the manner of trading of the Companys Shares. Until the
time the transferee has been registered in the Shareholders Register in respect
of the shares so transferred, the Company may continue to regard the transferor
as the owner thereof. The Board of Directors, may, from time to time, prescribe
a fee for the registration of a transfer which shall not exceed S$2 per transfer.
Shares of different classes shall not be comprised in the same instrument of
transfer. The Company shall accept for registration transfers in the form
approved by the Exchange. Furthermore, the transfer of Shares by a
Shareholder shall also be recorded if: (i) a court order for the amendment of the
Shareholders Register shall be delivered to the Company; or (ii) it shall be
proved to the Company that lawful conditions apply with respect to the transfer
of a right in the Shares registered in the Shareholders Register. The instrument
of transfer of any Shares shall be signed by or on behalf of both the transferor
and the transferee and be witnessed, provided always that an instrument of
transfer in respect of which the transferee is the Depository shall be effective
although not signed or witnessed by or on behalf of the Depository.
Article 22(a)
Article

(b)
Any fee charged on the transfer

of securities shall not exceed two
dollars per transfer.
Yes
Complied
(Yes/No/Not
applicable)
(a)
F-9
No transfer of Shares shall be registered unless a proper instrument of transfer

signed by the transferor and transferee (in form and substance satisfactory to
the Board of Directors) has been submitted to the Company or its agent,
together with any share certificate(s) and such other evidence of title as the
Board of Directors may reasonably require; provided however, that the Board of
Directors may approve other methods of recognising the transfer of Shares,
taking into account the manner of trading of the Companys Shares. Until the
time the transferee has been registered in the Shareholders Register in respect
of the shares so transferred, the Company may continue to regard the transferor
as the owner thereof. The Board of Directors, may, from time to time, prescribe
a fee for the registration of a transfer which shall not exceed S$2 per transfer.
Shares of different classes shall not be comprised in the same instrument of
transfer. The Company shall accept for registration transfers in the form
approved by the Exchange. Furthermore, the transfer of Shares by a
Shareholder shall also be recorded if: (i) a court order for the amendment of the
Shareholders Register shall be delivered to the Company; or (ii) it shall be
proved to the Company that lawful conditions apply with respect to the transfer
of a right in the Shares registered in the Shareholders Register. The instrument
of transfer of any Shares shall be signed by or on behalf of both the transferor
and the transferee and be witnessed, provided always that an instrument of
transfer in respect of which the transferee is the Depository shall be effective
although not signed or witnessed by or on behalf of the Depository.
Article 22(a)
Article

There shall be no restriction on

the transfer of fully paid
securities except where required
by law or by the Rules, Bye-Laws
or Listing Rules of the Exchange.
Any articles which entitles a

company to refuse to register
more than three persons as joint
holders of a share must be
expressed to exclude the case of
executors or trustees of a
deceased shareholder.
(c)
(d)
Yes
Yes
Complied
(Yes/No/Not
applicable)
Subject to these Articles, there shall be no restriction on the transfer of fully paid
up Shares except where required by law or by the rules, bye-laws or listing rules
of the Exchange but the Board of Directors may in its discretion decline to
register any transfer of shares upon which the Company has a lien and in the
case of shares not fully paid up may refuse to register a transfer to a transferee
of whom the Board of Directors does not approve and may refuse to register any
transfer of Shares from the transferor to the transferee which transfer is in
violation of these Articles. If the Board of Directors shall decline to register any
such transfer of shares, it shall give to both the transferor and the transferee
written notice of its refusal to register as required by the listing rules of the
Exchange. Instruments or deeds of transfer shall remain with the Company, but
any transfer instrument or deed which the Board of Directors refused to register
shall be returned to the transferor upon demand.
(d)
F-10
The Company shall not be bound to register more than three (3) persons as the
joint holders of any share except in the case of executors, trustees or
administrators of the estate of a deceased Shareholder.
Article 11(d)
(c)
Article 22(c)
Article

(5)
The repayment of preference capital

other than redeemable preference
capital, or any alteration of preference
shareholders rights, may only be
made pursuant to a special resolution
of
the
preference
shareholders
concerned, provided always that
where the necessary majority for such
a special resolution is not obtained at
the meeting, consent in writing if
obtained from the holders of threefourths of the preference shares
concerned within two months of the
meeting, shall be as valid and effectual
as a special resolution carried at the
meeting.
Modification Of Rights
Yes
Complied
(Yes/No/Not
applicable)
(d)
F-11
The repayment of preference capital other than redeemable preference capital

or any other alteration of preference shareholder rights may only be made
pursuant to a Special Resolution of the preference shareholders concerned
provided always that where the necessary majority for such a Special Resolution
is not obtained at the general meeting, consent in writing if obtained from the
holders of three-fourths of the preference shares concerned within two (2)
months of the general meeting, shall be as valid and effectual as a Special
Resolution carried at the general meeting.
Article 9(d)
Article

(6)
The scope of the borrowing powers of

the board of directors shall be
expressed.
Borrowing Powers
Yes
Complied
(Yes/No/Not
applicable)
(b)
F-12
The Company may, from time to time, by resolution of the Board of Directors,
borrow funds or guarantee and/or provide securities for the payment of any sum
by the Company or any third party.
The Board of Directors may from time to time, in its discretion, cause the
Company to borrow or secure the payment of any sum or sums of money for the
purposes of the Company, and may secure or provide for the repayment of such
sum or sums in such manner, at such times and upon such terms and conditions
in all respects as it thinks fit, and, in particular, by the issuance of bonds,
perpetual or redeemable debentures, debenture stock, or any mortgages,
charges, liens or other security interests of any kind on the undertaking or the
whole or any part of the property of the Company, both present and future,
including its uncalled or called but unpaid capital for the time being.
Borrowing Power
36. Powers of Board of Directors
Article 36(b)
Article

(7)
The notices convening meetings shall

specify the place, day and hour of the
meeting, and shall be given to all
shareholders at least fourteen days
before the meeting. Where notices
contain special resolutions, they must
be given to shareholders at least
twenty-one days before the meeting.
Any notice of a meeting called to
consider special business shall be
accompanied
by
a
statement
regarding the effect of any proposed
resolutions in respect of such
businesses. At least fourteen days
notice of every such meeting shall be
given by advertisement in the daily
press and in writing to each stock
exchange on which the company is
listed.
Meetings
Yes
Complied
(Yes/No/Not
applicable)
The Company shall not be required to deliver personal notices of a general

meeting or of any adjournment thereof to any Shareholder, unless otherwise
required under applicable law or applicable stock exchange rules. In addition,
for as long as the Companys Shares are listed on the Exchange, at least
fourteen (14) days notice of any General Meeting shall be given by
advertisement in the Singapore daily press (and if required, in the Israeli daily
press) and in writing to each stock exchange on which the Company is listed.
(b)
F-13
Subject to the provisions of the Israeli Companies Law or applicable stock

exchange rules, the Company shall publish notice of a General Meeting at least
twenty one (21) days prior to a General Meeting, and if the agenda of the
meeting includes the appointment or removal of Directors, the approval of
transactions with Office Holders or interested parties, an approval of a merger
or approval of dual office as chairman of the Board of Directors and chief
executive officer, notice must be provided at least thirty five (35) days prior to the
meeting. The notice of a General Meeting shall set forth the place where the
meeting will take place, day and hour of the meeting, the agenda of the meeting
and shall contain such other information as required by the Israeli Companies
Law and any other applicable law. Any notice of a meeting called to consider
special business shall be accompanied by a statement regarding the effect of
any proposed resolutions in respect of such businesses.
(a)
Articles 27(a), 27(b) and 71(e)
Article

(8)
A holder of ordinary shares shall

be entitled to be present and to
vote at any general meeting in
respect of any share or shares
upon which all calls due to the
company have been paid.
In the case of joint holders of

shares, any one of such persons
may vote, but if more than one of
such persons is present at a
meeting, the person whose name
stands first on the Register of
Members shall alone be entitled
to vote.
(a)
(b)
Voting And Proxies
Yes
Yes
Complied
(Yes/No/Not
applicable)
The mailing date, actual transmission or delivery date or publication date or

notice date and the date of the General Meeting shall not be counted as part of
the days comprising any notice period.
No shareholder shall be entitled to be present and to vote at any General

Meeting (or be counted as a part of the quorum thereat), unless all calls then
payable by him in respect of his Shares in the Company have been paid.
(e)
F-14
In the case of joint holders of any shares, any one of such persons may vote, but
if more than one of such persons is present at a meeting, the person whose
name stands first on the Shareholders Register shall alone be entitled to vote.
33. Voting Rights
Article 33(e)
(a)
33. Voting Rights
Article 33(a)
(e)
71. Notices
Article

A proxy need not be a member of

the company.
An instrument of proxy shall be

deemed to confer authority to
demand or join in demanding a
poll.
A proxy shall be entitled to vote

on a show of hands on any matter
at any general meeting.
(c)
(d)
(e)
Not applicable
since at any
general meeting a
resolution put to
the vote of the
meeting shall be
decided by poll
only.
Not applicable
since at any
general meeting a
resolution put to
the vote of the
meeting shall be
decided by poll
only.
Yes
Complied
(Yes/No/Not
applicable)
Any Shareholder entitled to vote may vote either personally or by proxy (who
need not be a shareholder of the Company), or, if the Shareholder is a company
or other corporate body, by a representative authorised pursuant to Article 33(c).
A proxy can be appointed by more than one Shareholder, and he can vote in
different ways on behalf of each principal.
F-15
Not applicable.
Not applicable.
(d)
33. Voting Rights
Article 33(d)
Article

(9)
(a)
All the directors of the company

shall be natural persons.
Directors
Yes
Complied
(Yes/No/Not
applicable)
F-16
The requirements of the Israeli Companies Law applicable to an External Director

shall apply and shall supersede the provisions of these Articles to the extent that
these Articles are inconsistent with the Israeli Companies Law.
The Board of Directors shall consist of up to ten (10) Directors all of whom shall be
natural persons, but no less than five (5) directors including at least two (2) External
Directors required to be appointed under the Israeli Companies Law, and such
number may be fixed from time to time by the Board of Directors.
39. Number of Directors
Article 39
Article

(b)
Where provision is made for the

directors to appoint a person as a
director either to fill a casual
vacancy, or as an addition to the
board, any director so appointed
shall hold office only until the next
annual general meeting of the
company, and shall then be
eligible for re-election.
Yes
Complied
(Yes/No/Not
applicable)
(g)
F-17
The Board of Directors shall have the sole and exclusive power, at any time and
from time to time, to appoint any person to be a Director, to fill a vacancy
however created. The Board of Directors shall have the power, at any time and
from time to time, to appoint any person to be a Director in addition to the
existing members of the Board of Directors, so long as the total number of
Directors shall not at any time exceed the maximum number prescribed by the
Articles. Any such Director appointed by the Board of Directors shall be placed
in a group of Directors so that all groups are as nearly equal as possible. A
director so appointed to either fill a casual vacancy or as an addition to the
Board of Directors will hold office until the next Annual General Meeting,
whereat, such Director shall be eligible for re-election for a term of office equal
to, in the case of vacancy the remaining period of the term of office of the
director whose office has been vacated (i.e., until the next Annual General
Meeting of our shareholders for the group in respect of which the vacancy was
created), or in the case of an additional director subject to approval of the
General Meeting, the term of office as designated by the Board of Directors in
respect of the group in which such Director shall be placed.
Articles 40(g) and 42
Article

(c)
Fees payable to non-executive

directors shall be by a fixed sum,
and not by a commission on or a
percentage of profits or turnover.
Salaries payable to executive
directors may not include a
commission on or a percentage
of turnover.
Yes
Complied
(Yes/No/Not
applicable)
(d)
F-18
The fees payable to non-executive Directors shall be by a fixed sum and shall
not at any time be by commission on or a percentage of the profits or turnover.
Salaries payable to executive Directors may not include a commission on or a
percentage of turnover.
Article 44(d)
In the event of one or more vacancies in the Board of Directors, the continuing
Directors may continue to act in every matter, provided, however, that if their number
is less than the minimum number provided for pursuant to Article 39 hereof, they may
only act in an emergency or to fill the office of a Director which has become vacant
up to a number equal to the minimum number provided for pursuant to Article 39
hereof, or in order to convene a General Meeting of the Company for the purpose of
electing Directors to fill any or all vacancies. A director so appointed to fill a casual
vacancy of Directors will hold office until the next Annual General Meeting, whereat,
such Director shall be eligible for re-election for a term of office equal to the remaining
period of the term of office of the director whose office has been vacated (i.e., until
the next Annual General Meeting of our shareholders for the group in respect of which
the vacancy was created).
42. Continuing Directors in the event of vacancies
Article

Fees payable to directors shall

not be increased except pursuant
to a resolution passed at a
general meeting, where notice of
the proposed increase has been
given in the notice convening the
meeting.
A director shall not vote in regard

to any contract or proposed
contract or arrangement in which
he has directly or indirectly a
personal material interest.
(d)
(e)
Yes
Yes
Complied
(Yes/No/Not
applicable)
Payment of remuneration to a Director by the Company for his services as

Director shall be subject to the approvals required pursuant to the provisions of
the Israeli Companies Law, provided that the fees payable to Directors shall not
be increased except pursuant to an Ordinary Resolution (or other majority as
required under the Israeli Companies Law) where notice of the proposed
increase shall have been given in the notice convening the meeting. The
Company shall compensate its External Directors pursuant to the provisions of
the Israeli Companies Law.
(b)
F-19
following the Company may enter into any contract or otherwise transact any
business with any Office Holder in which contract or business such Office Holder
has a personal interest, directly or indirectly; and may enter into any contract of
otherwise transact any business with any third party in which contract or
business an Office Holder has a personal interest, directly or indirectly, provided
always that no Director shall be present in the discussion of nor vote with regard
to any contract or proposed contract or arrangement in which he has directly or
indirectly a personal material interest.
45. Conflict of Interests
Article 45(b)
(a)
Article 44(a)
Article

The office of a director shall

become
vacant
should
he
become of unsound mind or
bankrupt during his term of office.
A person who is not a retiring

director shall be eligible for
election to office of director at
any general meeting if some
member intending to propose him
has, at least eleven clear days
before the meeting, left at the
office of the company a notice in
writing duly signed by the
nominee, giving his consent to
the nomination and signifying his
candidature for the office, or the
intention of such member to
propose him. In the case of a
(f)
(g)
Yes
Yes
Complied
(Yes/No/Not
applicable)
The office of a Director shall be vacated, ipso facto, upon the occurrence of any
of the following events: (i) such Directors death, or if he be found lunatic or
become of unsound mind or otherwise legally incompetent, or (ii) if such Director
becomes bankrupt, or (iii) if such Director is no longer fit to serve as a director
in accordance with the Israeli Companies Law, or (iv) if such Director is
disqualified from acting as a director in any jurisdiction for reasons other than on
technical grounds, or (v) if his period of office has terminated in accordance with
the provisions of these Articles.
(a)
F-20
Subject to the provisions of the Israeli Companies Law or applicable stock

exchange rules, the Company shall publish notice of a General Meeting at least
twenty one (21) days prior to a General Meeting, and if the agenda of the
meeting includes the appointment or removal of Directors, the approval of
transactions with Office Holders or interested parties, an approval of a merger
or approval of dual office as chairman of the Board of Directors and chief
executive officer, notice must be provided at least thirty five (35) days prior to the
meeting. The notice of a General Meeting shall set forth the place where the
meeting will take place, day and hour of the meeting, the agenda of the meeting
and shall contain such other information as required by the Israeli Companies
Articles 27(a), 27(b) and 40(h)
(a)
Article 43(a)
Article

person recommended by the

directors for election, nine clear
days notice only shall be
necessary. Notice of each and
every candidature for election to
the board of directors shall be
served on the registered holders
of shares at least seven days
prior to the meeting at which the
election is to take place.
Complied
(Yes/No/Not
applicable)
The Company shall not be required to deliver personal notices of a general

meeting or of any adjournment thereof to any Shareholder, unless otherwise
required under applicable law or applicable stock exchange rules. In addition,
for as long as the Companys Shares are listed on the Exchange, at least
fourteen (14) days notice of any General Meeting shall be given by
advertisement in the Singapore daily press (and if required, in the Israeli daily
press) and in writing to each stock exchange on which the Company is listed.
(h)
F-21
No person shall be eligible for appointment as a Director at any Annual General

Meeting upon the proposal of a Shareholder, unless not more than seven (7)
days having elapsed from the date of notice of the General Meeting (i.e., not less
than twenty eight (28) days prior to the date of the meeting) there shall have
been left at the Registered Office notice in writing signed by a Shareholder duly
qualified to attend and vote at the meeting for which such notice is given of his
intention to propose such person for election and also notice in writing duly
signed by the nominee giving his consent to the nomination and signifying his
candidature for the office and subject to the provisions of Article 40(i) below.
Notice of each and every candidature for election to the board of directors shall
be served on the registered Shareholders at least seven (7) days prior to the
meeting at which the election is to take place.
(b)
Law and any other applicable law. Any notice of a meeting called to consider
special business shall be accompanied by a statement regarding the effect of
any proposed resolutions in respect of such businesses.
Article

Where a managing director or a

person holding an equivalent
position is appointed for a fixed
term, the term shall not exceed
five years.
A managing director or a person

holding an equivalent position
shall be subject to the control of
the board.
(h)
(i)
Yes
Yes
Complied
(Yes/No/Not
applicable)
Subject to the provisions of the Israeli Companies Law, the Board of Directors
may from time to time appoint one or more persons, whether or not Directors, as
chief executive officer(s) or general manager(s) of the Company (the Chief
Executive Officer(s)) and may confer upon such person(s), and from time to
time modify or revoke, such title(s) (including managing director, director
general or any similar or dissimilar title) and such duties and authorities of the
Board of Directors as the Board of Directors may deem fit, subject to such
limitations and restrictions as the Board of Directors may from time to time
prescribe. Such appointment(s) may be either for a fixed term or without any
limitation of time, and the Board of Directors may from time to time (subject to
the provisions of the Israeli Companies Law and of any contract between any
such person and the Company) fix his or their salaries and emoluments, remove
or dismiss him or them from office and appoint another or others in his or their
place or places. Where a Chief Executive Officer or managing director or a
person holding an equivalent position is appointed for a fixed term, the term
shall not exceed 5 (five) years.
(b)
F-22
Subject to the Israeli Companies Law and the terms set forth in these Articles,
the Chief Executive Officer(s) shall manage the business, affairs and operations
51. General Manager
Article 51(b)
(a)
51. General Manager
Article 51(a)
Article

(j)
The continuing directors may act

notwithstanding any vacancy in
the board, provided that if their
number is reduced below the
minimum number fixed by or
pursuant to the regulations of the
company,
the
continuing
directors may, except in an
emergency, act only for the
purpose of increasing the number
of directors to such minimum
number, or to summon a general
meeting of the company.
Yes
Complied
(Yes/No/Not
applicable)
F-23
In the event of one or more vacancies in the Board of Directors, the continuing
Directors may continue to act in every matter, provided, however, that if their number
is less than the minimum number provided for pursuant to Article 39 hereof, they may
only act in an emergency or to fill the office of a Director which has become vacant
up to a number equal to the minimum number provided for pursuant to Article 39
hereof, or in order to convene a General Meeting of the Company for the purpose of
electing Directors to fill any or all vacancies. A director so appointed to fill a casual
vacancy of Directors will hold office until the next Annual General Meeting, whereat,
such Director shall be eligible for re-election for a term of office equal to the remaining
period of the term of office of the director whose office has been vacated (i.e., until
the next Annual General Meeting of our shareholders for the group in respect of which
the vacancy was created).
42. Continuing Directors in the event of Vacancies
Article 42
of the Company, pursuant to the policies determined by the Board of Directors

from time to time. The Chief Executive Officer(s) or managing director or a
person holding an equivalent position shall be subject to the control of the Board
of Directors. The Board of Directors shall be entitled from time to time to
delegate to the Chief Executive Officer(s) for the time being such of the powers
they have pursuant to these Articles as they deem appropriate, and they shall be
entitled to grant such powers for such period and for such purposes and on such
conditions and with such restrictions as they deem expedient, and they shall be
entitled to grant such powers without renouncing the powers and authorities of
the Board of Directors in such regard, and they may, from time to time, revoke,
annul and alter such delegated powers and authorities, in whole or in part.
Article

A director may appoint a person

approved by a majority of his
co-directors to act as his
alternate, provided that any fee
paid by the company to the
alternate shall be deducted from
that directors remuneration. No
director may act as an alternate
director of the company. A person
may not act as an alternate
director for more than one
director of the company.
Where two directors form a

quorum, the chairman of a
meeting at which only such a
quorum is present, or at which
only two directors are competent
to vote on the matter at issue,
shall not have a casting vote.
(k)
(l)
Yes
Yes
Complied
(Yes/No/Not
applicable)
A Director may, by written notice to the Company, appoint a natural person who
is not a Director approved by a majority of his co-directors to act as an alternate
for himself (in these Articles referred to as an Alternate Director), provided that
any fee paid by the Company to the Alternate Director shall be deducted from
that appointing Directors remuneration for the same period in which the
Alternate Director served in office. A Director may remove such Alternate
Director and appoint another Alternate Director approved by a majority of his
co-directors in place of any Alternate Director appointed by him whose office has
been vacated for any reason whatsoever. Unless the appointing Director, by the
instrument appointing an Alternate Director or by written notice to the Company,
limits such appointment to a specified period of time or restricts it to a specified
meeting or action of the Board of Directors, or otherwise restricts its scope, the
appointment shall be for an indefinite period, and for all purposes. An individual
who qualifies to be a member of the Board of Directors, may act as an Alternate
Director. A person may not act as an Alternate Director for more than one
Director of the Company at the same time.
(b)
F-24
A resolution proposed at any meeting of the Board of Directors shall be deemed

adopted if approved by a simple majority of the Directors present when such
resolution is put to a vote and voting thereon (excluding abstentions). All
Directors shall have the same voting rights whereby each Director shall have
37. Exercise of Powers of Directors
Article 37(b)
(a)
46. Alternate Director
Article 46(a)
Article

(10)
(a)
The interval between the close of

an issuers financial year and the
date of its annual general
meeting (if any) shall not exceed
four months.
Accounts
(m) Where a director is disqualified

from acting as a director in any
jurisdiction for reasons other than
on technical grounds, he must
immediately resign from the
board.
Yes
Yes
Complied
(Yes/No/Not
applicable)
The office of a Director shall be vacated, ipso facto, upon the occurrence of any
of the following events: (i) such Directors death, or if he be found lunatic or
become of unsound mind or otherwise legally incompetent, or (ii) if such Director
becomes bankrupt, or (iii) if such Director is no longer fit to serve as a director
in accordance with the Israeli Companies Law, or (iv) if such Director is
disqualified from acting as a director in any jurisdiction for reasons other than on
technical grounds, or (v) if his period of office has terminated in accordance with
the provisions of these Articles.
F-25
An Annual General Meeting shall be held once in every calendar year at such time
(within a period of not more than fifteen (15) months after the last preceding Annual
General Meeting) provided that the interval between the close of a financial year of
the Company and the Companys Annual General Meeting shall not exceed four (4)
months (or such other period as may be prescribed by the listing rules of the
Exchange).
25. Annual General Meeting
Article 25
(a)
Article 43(a)
one (1) vote. The chair(s) of the Board of Directors will not have an additional or
casting vote, in the case of a tie, and the resolution shall be deemed to be
rejected.
Article

(11)
The basis on which shareholders

would participate in a distribution of
assets on a winding up shall be
expressed.
Winding Up
Yes
Complied
(Yes/No/Not
applicable)
If the Company enters into winding up (liquidation), then, subject to applicable

law and to the rights of the holders of shares with special rights upon winding up,
the assets of the Company available for distribution among the Shareholders
shall be distributed to them in proportion to the nominal value of their respective
holdings of the shares in respect of which such distribution is being made.
Subject to the provisions of the Israeli Companies Law, the Companies
Ordinance and the rights attached to the various classes of shares existing in
the Company, as applicable, the liquidator may, by a Shareholders resolution
(b)
(c)
F-26
A voluntary winding up (liquidation) of the Company shall require the approval

set forth in the Companies Ordinance or any other approval as may be required
by any applicable law.
(a)
73. Winding Up
Article 73
An Annual General Meeting shall be held in Singapore for as long as the Companys
shares are listed on the Exchange, unless otherwise permitted by applicable law or
the rules of the Exchange. The Annual General Meeting shall deliberate over the
matters required by the Israeli Companies Law or other applicable law to be
deliberated upon at an annual general meeting or such other matters as shall be
determined by the Board of Directors. These General Meetings shall be referred to as
Annual General Meetings.
Article

Complied
(Yes/No/Not
applicable)
F-27
adopted at a General Meeting, distribute in specie among the Shareholders all

or part of the surplus property, and the liquidator may further, by such resolution,
deposit any part of the surplus property with trustees who shall hold same in
trust in favour of the Shareholders, as the liquidator shall deem appropriate. In
order to distribute the surplus property in specie, the liquidator may determine
the value of the distributable assets and decide how such distribution shall be
implemented among the Shareholders, taking into account the rights attached to
Shares held by each of the Shareholders of the Company.
Article

APPENDIX G MARKET RESEARCH REPORT
Israels High-Tech Industry Overview

Final Report
October 2015
G-1

20 October 2015
TO: THE TRENDLINES GROUP LTD
This report has been prepared by EY Israel for inclusion in the Offer Document. The data and the
information contained herein is drawn from the Companys information, primary and secondary
data, estimates and forecasts and other trade, statistical sources and other sources. EY Israel
does not hold any kind of rights in the sources that appear in the references that are set out in this
report. This report includes certain statements provided by the Company with respect to the
high-tech industry. Such statements are based on estimates and assumptions of the Company
that are subject to significant economic competitive uncertainties beyond the control of the
Company.
To this end, kindly note that: (i) certain information specified in this report was derived from
estimates and subjective judgements; (ii) the information in this report may differ from any other
public information; (iii) whilst EY Israel has taken reasonable care in the compilation of the
information and data and believes it to be accurate and correct, data compilation is subject to
limited audit and validation procedures and may accordingly contain errors; (iv) EY Israel, its
agents, officers and employees do not accept liability (save for statutory liabilities under Sections
253 and 254 of the SFA) for any loss suffered in consequence of reliance on such information or
in any other manner; and (v) the provision of these data does not obviate the need to make
appropriate further inquiries.
In addition, EY Israel makes no representation or warranty with respect to the statements and
there can be no assurance that the future results can be realised or that actual results will not be
materially different from those projected. While we believe that the information and data are
reliable, we cannot ensure the accuracy of the information or data, and none of us or any of our
affiliates or advisors has independently verified this information or data. You should not assume
that the information and data contained in this report are accurate as of any date other than 20
October 2015, except as otherwise indicated. You should also be aware that since 20 October
2015, there may have been changes in the high-tech industry and the various sectors therein
which could affect the accuracy or completeness of the information in this report.
This report includes certain statements that are or may be forward-looking. By their nature,
forward-looking statements are subject to risks and uncertainties because they relate to events
and depend on circumstances that may occur in the future. No forward-looking statements
contained herein should be relied upon as predictions of future events. No assurance can be given
that the expectations expressed in these forward-looking statements will prove to be correct.
Yours sincerely,
G-2

Table of Contents
1.
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-4
2.
Background on Israeli high-tech industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-7
3.
Israels Entrepreneurial Business Culture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-8
4.
Evolution towards a leading R&D and innovation-based industry . . . . . . . . . . . . . . .
G-8
5.
Private Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-9
6.
Government Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-11
7.
Overview of Medical Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-12
8.
Overview of Agricultural Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-15
G-3

1.
Executive Summary
The development of Israels high-tech industry and the high-tech ecosystem
The Israeli high-tech industry is considered to be one of the most innovative technology
industries in the world. The industry emerged as a result of the growing demand for
information and communications technology (ICT) technologies combined with the unique
characteristics of the local market. Since the mid-90s the local high-tech industry has
become the most significant growth engine of the local economy and currently accounts for
20% of Israels business sectors Gross Domestic Product (GDP).
The Israeli high-tech industry is comprised of a large number of start-up companies which
operate in the fields of ICT, life sciences and cleantech. The local start-up companies number
in the several thousands, making Israel one (1) of the worlds largest centres for high-tech
entrepreneurs as well as the country with the highest concentration of start-ups per-capita in
the world.
Israeli R&D activity increased from US$4 billion in 1993 to US$11 billion in 2013. As a result,
Israel is ranked as a leading country in various high-tech related indices including the Global
Innovation Index, the Global Competitiveness Index and the Bloomberg Innovation Index,
where Israel is top rated in innovation, R&D base, research institutions and human capital
segments. Furthermore, Israel has the worlds second highest rate of R&D expenditure as a
percentage of GDP.
The high-tech ecosystem
The Israeli high-tech industry ecosystem is based on the local entrepreneurial human capital,
venture capital funding, governmental funding and the Office of Chief Scientist (OCS)
support.
The high concentration of quality labour knowledge, innovation and start-ups has attracted
multi-national companies to Israel that often acquire and invest in Israeli high-tech
companies. Following these transactions, the acquired companies are often converted to a
local R&D centre of the international corporation. These R&D centres significantly contribute
to the local economy through various aspects including, providing employment stability,
reciprocal procurement, the employment of low-tech employees, development of peripheral
areas and the transfer of know-how to the local industry.
The high-tech companies in Israel are primarily funded by local and foreign venture capital
funds (VC). These VCs play a significant part in the local ecosystem and have contributed
to the development of the Israeli high-tech industry. There are currently more than 50 VCs
operating in Israel. It should be noted however, that approx. 85% of total capital raised by
Israeli VCs is from foreign investors.
Other investors in the high-tech industry in Israel include venture arms of multi-national
companies (corporate venture capital), targeted investment entities (for example, OrbiMed,
the worlds largest life sciences investment fund) and private angel investors.
The number of Israeli companies completing seed and first rounds of investments has
increased in recent years. Between 2002 and 2012, approximately US$16 billion was
invested in Israeli high-tech companies by Israeli and foreign venture capital investors.
G-4

The Israeli Government plays a significant role in promoting R&D activity, usually through
taxation benefits, incentives and the removal of regulatory barriers. For example, The Israeli
venture capital industry was developed as a result of a government initiative the Yozma
Plan, a government fund which leveraged financing from foreign corporations and
institutions. The Yozma Plans results were extraordinary, with nine (9) out of the 15 Yozma
companies having conducted an IPO or been acquired.
The OCS is the governmental entity responsible for implementing the R&D support in Israel
through the Israeli Law for Encouragement of Industrial Research and Development. The
OCS provides a variety of support programmes for grants of up to 50% of approved
expenditures; however, the R&D Law limits the transfer of know-how and manufacturing
outside of Israel. An important initiative managed by the OCS is the Technological Incubators
Programme. The incubators concept is to transform innovative technological ideas that are
too risky for private investments into viable start-up companies.
A medical device is an instrument used to diagnose, prevent, or treat disease and does not
achieve its purposes through chemical action within or on the body. The term medical
device covers a vast range of products, ranging from synthetic skin to artificial valves;
sophisticated surgical tools, imaging equipment and much more. As such, the medical device
industry, which is a segment of the life science industry, is constantly evolving.
The global medical device industry is made up of more than 27,000 firms worldwide, employs
approximately one (1) million people, and is estimated to generate US$361 billion in
revenues. The forecasted growth rate of this industry is estimated at 3% annually with an
expected market size of US$427 billion in 2018. The US and European markets are
considered to be the largest medical device markets.
The Israeli life science industry (including the medical device segment) is a dynamic and
fast-growing industry which exports US$1.85 billion annually. There are currently more than
720 local medical device companies and dozens of new companies are established every
year. The life science industry in Israel primarily stems from the research performed in
academic universities and research institutions with life science related research
representing approximately 50% of the civilian research activities in Israel. In addition, Israel
and has one (1) of the highest concentrations of scientists per capita in the world (that is,145
per 10,000 persons).
Medical technologies trends and developments include:
Ageing global population Population ageing is a common phenomenon in many parts

of the globe, especially in more developed nations.
Growth of emerging markets In recent years, the economies in Brazil, Russia, India
and China have developed rapidly.
Increase in regulatory oversight should trigger more M&A opportunities Medical

insurance reimbursement reductions make the development of new technologies more
expensive at the same time that they need to be less expensive for end-users.
Healthcare will become more connected to daily life through the growth of mobile and
social health solutions An increase in mobile health technologies is empowering
patients with more transparent information and more control over their health.
G-5

Agricultural technology (agritech) spans a range of sectors from traditional agricultural
products such as irrigation, fertilisers and machinery to food processing and packaging. The
worlds rapidly expanding population, dwindling natural resources and climate change have
resulted in a greater demand for agricultural innovation.
Changes in the agritech market are mainly focused on technology and biotech (rather than
food) as well as the growing use of global positioning satellites (GPS), aerial images, big
data, cloud services, sophisticated sensors, predictive analytics, advanced farm equipment
and even drones.
The agritech VC space emerged as one (1) of the hot spots of 2014. In 2014, 41 US
companies active in technological innovations along the food and agriculture value chain
raised over US$570 million. Large agriculture corporations have also developed their own
venture arms to take part in this innovation wave.
Since its establishment, the agricultural sector has been one (1) of the most significant
segments in Israels local economy. The difficulty in growing crops created demand for the
development of new solutions. Accordingly, Israel became a leader in agricultural
technologies such as irrigation, crop protection and seeds. Furthermore, the Agricultural
Research Organisation (the Volcani Institute), an Israeli government research institute, has
earned a reputation as a global leader in agricultural technologies.
In addition, Israel is also a world leader in developing technologies focused on food security.
For example, dairy cows in Israel are the most productive in the world. The local industry has
also developed advanced systems for herd management, biological pest, genetically
stronger seeds, plants and crops, technologies for extending the shelf life of fresh products
and fish farming solutions.
There are currently 370 companies in the local agritech industry divided into the following
sub-segments: crop protection, irrigation, water and seeds. As of 2015, 20-30 companies are
suited for a first round of financing. The total amount of investment needed is valued at
US$50 million.
agriculture technologies and have attracted the attention of acquirers and investors
worldwide:
Major transactions included the following acquisition: 50% of NaanDanJain Irrigation

Ltd for US$35 million, the acquisition of the controlling share in Algatechnologies Ltd for
US$50 million, the acquisition of Rosetta Green for US$35 million, and the acquisition
of SCR Engineers Ltd for US$250 million.
Major investors include: The Greensoil investment fund for Israeli companies in the food
and agritech sectors, the Strauss FoodTech incubator, Chinese investments (e.g. the
Infinity Group), the US state Virginia investments and the Pontifax Global Food and
Agriculture Technology Fund.
In addition, Evogene Ltd underwent an IPO and raised US$86 million in capital.
G-6

Agricultural technologies trends include:
2.
Increasing global demand for food As the projected world population will exceed nine
(9) billion people by 2050, global food production must increase by more than 70% to
meet demand.
Water scarcity will challenge food and energy security Global warming and water
over-consumption lead scientists to expect that by 2025, 40% of the worlds population
will be living in areas with severe water stress.
Climate change and extreme weather events Extreme weather events and long-term
climate change represent one (1) of the factors responsible for changes in the market
prices of agricultural products.
Dwindling of land and fishing areas The increase in urban population at the expense
of open and agricultural spaces will cause a reduction in cultivated areas.
Innovations in complementary fields Innovations in the mobile, IT and energy spaces

have the potential to make a huge impact in the field of agritech.
Promising sectors Robots, data systems, food tech, water savers, and waste
management are expected to boost in the following years.
Background on Israeli high-tech industry

Israels high-tech industry is considered one of the worlds most innovative technology
industries, and forms the basis of positioning Israel as the start-up nation. The success of the
local high-tech industry results from the increasing of global demand for ICT-based solutions,
and the unique structural characteristics of the Israeli high-tech industry.
Such characteristics include Israels unique security needs, which required the development
of military technologies which subsequently spilled over into the civilian sector (i.e.
technological development and specialised personnel). Furthermore, the demographic and
cultural characteristics constituted fertile ground for the development of an entrepreneurial
spirit in addition to the establishment of leading research academic institutions in Israel.
Since the mid-90s the high-tech industry has become the primary growth engine for Israels
economic growth. Throughout 1996-2010, the high-tech industrys added value to the GDP
increased from $6 billion to $28 billion, while the high-tech industrys share of GDP almost
doubled during this period, from 11% to 20%. Additionally, the high-tech industry has a
significant effect on Israeli exports, accounting for 37% of total exports in 2011. 1
2013 statistical yearbook, Central Bureau of Statistics (CBS Data)
G-7

3.
Israels Entrepreneurial Business Culture

The Israeli high-tech industry is based on a large number of start-up companies which
operate in the areas of ICT, life sciences and clean-tech. The number of start-up companies
currently operating in Israel is estimated at several thousands, which makes Israel one of the
worlds largest centres for technological entrepreneurship second only to Silicon Valley in
the US. In the years 2007-2012, during the global financial crisis, the number Israeli start-up
companies continuously increased from 1643 to 5491 companies. 2
In 2014, Israel still boasts the largest concentration of start-ups per-capita in the world, with
more than 700 new companies launched every year 3. International investors place nearly as
much faith in their Israeli investments as they do in their American counterparts, which is a
significant achievement for an economy 301 times smaller than the US. 4
4.
Evolution towards a leading R&D and innovation-based industry

Israeli R&D activity recorded a significant growth during the last two decades, increasing
from $4 billion in 1993 to $11 billion in 2013, 5 representing a compound annual average
growth of 10%. These figures place Israel as one of the leading countries in various
international R&D, innovation and technology indices. Accordingly, as of 2013, Israel has the
worlds second highest rate of R&D expenditure as a percentage of GDP, which stands at
4.2%. 6
International indices provide additional indication of Israel as an innovation oriented state.
The Global Innovation Index 2014 7 ranks 143 world economies in terms of their innovation
capabilities and results; Israel ranked 14th in 2014 (compared with 23rd in 2009). In the
indexs innovation-related sub-segments Israels rank is even higher. Israel is ranked 5th in
human capital & research, 3rd in business sophistication and 7th in knowledge and
technology outputs.
Israel has as well been ranked 5th overall in the 2015 Bloomberg Innovation Index 8, an
annual ranking of countries that measures performance in research and development, tech
education, patents, and other marks of technology prowess. The 5th place is a dramatic rise
from last years 30th place.
In the World Economic Forums 2014-2015 Global Competitiveness Index 9 covering 148
countries, it is stated that Israel retained its overall 27th position in this years GCI. The
countrys main strengths remain its world-class capacity for innovation (3rd), which rests on
innovative businesses that benefit from the presence of some of the worlds best research
Israel Venture Capital Database http://www.ivc-online.com/Products-and-Services/IVC-Database
StartIsrael, The quickest way to raise capital for your start-up http://www.startisrael.co.il/article/437, 11 July 2014
Start-up Nation To Scale-Up Nation, Israel Reached New Heights In 2014, http://nocamels.com/2014/12/israel-techstartup-nation-2014/, 31 December 2014
CBS Data
CBS Data
The Global Innovation Index 2014, The human factor in innovation https://www.globalinnovationindex.org/
content.aspx?page=gii-full-report-2014
2015 Bloomberg Innovation Index, http://www.bloomberg.com/graphics/2015-innovative-countries/
The Global Competitiveness Report 2014-2015, World Economic Forum, http://www3.weforum.org/docs/

WEF_GlobalCompetitivenessReport_2014-15.pdf
G-8

institutions (3rd), support by the government through public procurement policies (9th), and
a favourable financial environment for start-ups (availability of venture capital is assessed at
9th place).
R&D centres and multi-national companies (MNC)
The high concentration of qualitative human resources, knowledge, innovation and start-ups
attracted MNCs to invest and/or establish local R&D centres. Many of the worlds largest
MNCs operate a local R&D centre, including IBM, Microsoft, Intel, Oracle, SAP, HP, Cisco,
Google, Apple, Facebook and GE (software and semiconductors), Johnson & Johnson,
Covidien and Medtronic (medical), John Deere and Monsanto (agriculture) and many others.
Currently, more than 280 foreign R&D centres operate in Israel 10 (of which 80 are Fortune
500 companies 11).
In many cases, these centres are created through the acquisition of a local Israeli company.
Apples R&D centre followed the acquisition of Anobit. Facebooks R&D centre followed the
acquisition of Snaptu.
The foreign R&D centres contribute significantly to the local economy through reciprocal
procurement, providing employment stability, hiring low-tech employees to manufacturing
plants, development of peripheral areas and the transfer of know-how to the local industry.
It is estimated that 45% of the high-tech work force is employed in these R&D centres. 12
Intel represents the most significant example of the importance of these R&D centres. Intel
is considered the largest private sector employer in Israel employing over 10,000
employees. 13 In 2012, Intel had reciprocal procurement with Israeli suppliers amounting to
approximately US$200 million. Intels total investment in Israel stands at approx. US$10.5
billion and is expected to grow by an additional US$2 billion in the next decade. According
to Intel, since 2006, on an annual basis the companys alumni establish 30 new companies,
contributing approximately 250 new jobs to the Israeli economy. 14
5.
Private Funding
Israels high tech companies are primarily funded by venture capital funds (VC). There are
currently more than 50 VCs operating in Israel. The leading local VCs in terms of assets
under management are Pitango, Carmel, Gemini, Magma, Vertex Venture Capital, Greylock
Israel, JVP and Genesis.
Beyond the importance of Israeli VCs as a source of domestic capital, the VCs are a
significant part of the local ecosystem and have a significant contribution to the development
and positioning of the Israeli high-tech industry.
10
IATI Israels Life Science Industry, IATI 2015 Report (IATI 2015)
11
The Marker, http://www.themarker.com/markets/1.2095284, 12 August 2013
12
IATI 2015
13
Intel Israel
2014.html
14
6 reasons to love international high-tech companies, Inbal orpaz, http://www.themarker.com/magazine/1.1942762,

06.03.2013
official
website,
http://www.intel.co.il/content/www/il/he/newsroom/news/2015/intel-summarizes-
G-9

Furthermore, there is a significant presence of foreign VCs in Israel, including Sequoia
Capital, Accel Partners, Bessemer Venture Partners and Battery Ventures. In the last few
years there has been a growing interest from Asian investors, such as the Li Ka-Shing
Foundation which operates through Horizons Ventures, and which invested in approximately
24 local start-ups to date. 15
In recent years it is estimated that approximately 75% of all investments in Israeli companies
derives from foreign investors. In addition, foreign investors represent the source of approx.
85% of total capital raised by Israeli VCs.
Other investors include MNCs venture arms (corporate venture capital CVC). Intel is the
largest CVC (Intel Capital), operating since 2005 and has invested in over 600 companies
around the world; 21 in Israel. There are currently around 6-9 active foreign CVCs operating
in Israel.
In addition, Israel has targeted investment entities to operate in specified industries such as
life sciences. For example, the Ministry of Finance signed an agreement to establish an
investment fund with OrbiMed, the worlds largest life sciences investment fund. Under the
agreement, OrbiMed will allocate approximately US$222 million for investments in Israel,
with an emphasis on bio-pharma. The fund has invested in 11 companies to date. 16
Finally, angels (private investors) represent an additional source of funding for start-ups
with a focus on early stage of seed investments.
The number of Israeli companies completing seed and first-round financing transactions has
climbed in recent years, resulting in a dramatic increase in the overall number of Israeli
VC-backed high-tech companies. According to the Israel Venture Capital Research Center
(IVC), between 2002 and 2012, approximately $16 billion was invested in Israeli high-tech
companies by Israeli and foreign venture capital investors. In 2014, Israeli high-tech capital
raising set an all-time record as 688 companies attracted US$3.4 billion. This amount was up
46% from the US$2.3 billion raised by 659 companies in 2013. In Q2/2014, 184 Israeli
high-tech companies raised US$1.11 billion the most capital raised in one quarter since
1999. In Q2/2015, this record was broken again when US$1.16 billion were raised by 179
companies. 17
The Yozma Plan
The Israeli venture capital industry was built through government funding, which leveraged
financing from foreign corporations and institutions. The small size of the domestic market
was a constant constraint for venture capital funds. The Israeli government created the
Yozma Plan in 1993 to use public funds to leverage foreign financing, primarily from the
United States. The basic principles of Yozma were (i) Investment of US$8M in drop-down
funds (minority position); and (ii) a 5 year option offered to Yozmas partners for the buy out
the Governments share. The Yozma plans results were exceptional, 8 out of the 10
drop-down funds have exercised their option and bought out the Government stake. 9 out of
the 15 Yozma companies went public or have been acquired, and most important of all, the
Israel Venture Capital industry has been established. 18
15
http://horizonsventures.com/portfolio/
16
OrbiMed official website, http://www.orbimed.com/en/portfolio?region=1265&order=2
17
Summary of Israeli High-Tech Capital Raising Q2/2015, IVC database, http://www.ivc-online.com/ResearchCentre/IVC-Publications/IVC-Surveys/High-Tech-Capital-Raising
18
Yozma Programme Policy & Success Factors, http://www.insme.org/files/527
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6.
Government Funding
The Israeli Government plays a significant role in promoting R&D activity. Traditionally, the
government interferes to addressing market failures, developing infrastructure and human
capital, creating accessibility to public infrastructure, strengthening R&D relationships
between industry and academia and performing R&D in the public sector to promote national
interests. These activities are performed by using taxation benefits, providing incentives and
removing regulatory barriers.
The Office of the Chief Scientist (OCS) is responsible for implementing the Israeli
governments policy of encouraging and supporting industrial research and development in
Israel through the Israeli Law for Encouragement of Industrial Research and Development,
5744-1984 (the R&D Law). Any entity receiving funding from the OCS is subject to the R&D
Law.
The OCS provides a variety of support programmes within the framework of directives issued
by the Director-General of the Israeli Ministry of Economy. Under the R&D Law, R&D
programmes that meet certain specified criteria and are approved by the OCSs designated
committee are eligible for grants of up to 50% of the approved expenditures (and in some
cases, including initial funding for incubator companies, more than 50%) incurred in
connection with such approved R&D programmes.
In most OCS sponsored programmes, the recipient company repays the grants through
royalty payments from revenues generated by the sale of products and/or services
developed in the framework of the approved R&D programme. Royalties are payable to the
OCS in order to repay the grant, with interest at LIBOR rate, as defined under the R&D Law.
The R&D Law places constraints on the transfer of know-how and manufacturing outside of
Israel. All such transfers are subject to the absolute discretion of an OCS designated
committee and require prior written approval from the committee. Such transfers may also
entail payment of additional consideration to the OCS. In 2012 new regulations to the R&D
Law were enacted, which determined that upon transfer of know-how the company may pay
the OCS up to 6 times of the OCS grants received plus LIBOR.
Please refer to the section entitled General Information on our Group Licences, Permits,
Approvals, Certifications and Government Regulations for more details.
The Incubators Programmes
The Technological Incubators Programme was established in 1991 and is administered by
the OCS. The primary goal of the programme was to transform innovative technological ideas
that are too risky for private investments into viable start-up companies which, after the
incubation period, should be able to raise money from the private sector.
To date, there are 20 incubators in Israel; the incubators are spread across Israel with 8
incubators located in peripheral areas. There are approximately 160 companies in various
stages of R&D that operate in the incubators at any given time. 19
19
Technological incubator programme Israel, http://www.incubators.org.il/category.aspx?id=606
G-11

7.

A medical device is an instrument, apparatus, implant, in vitro reagent, or similar or related
article that is used to diagnose, prevent, or treat disease or other conditions and does not
achieve its purposes through chemical action within or on the body. 20
The term medical device covers a vast range of products, ranging from synthetic skin to
artificial valves; sophisticated surgical tools to imaging equipment; diagnostic kits; sensors,
catheters, pumps and machines; and communications technologies. 21 As such, the medical
device industry, which is a segment of the life science industry, is constantly evolving and is
considered R&D intensive. On average, medical device companies spend 12% of their
revenues annually on R&D to develop, design and commercialise innovative products. 22
A Global Market for Medical Devices
The global medical device manufacturing industry is made up of more than 27,000 firms
worldwide and employs approximately one million people. There are several multinational
giants that include Johnson & Johnson, General Electric, Medtronic and Siemens. However,
since the required investment for the development of medical devices is relatively small and
the duration of the development is relatively short (compared with the pharmaceutical
industry), traditionally there has been a low level of industry concentration. Accordingly, there
are numerous small sized medical device companies, which typically specialise in
developing niche technologies. 23 Larger players frequently seek to acquire smaller firms to
expand their product range portfolio or gain access to a particular technology or market.
The global market for medical devices in 2014 is estimated at US$361 billion. 24 Going
forward, a slower pace in revenue growth is expected for the medical device market
worldwide. 25 The predicted growth is estimated at 3% annually, and is forecasted to grow to
US$427 billion in 2018.
The market growth will be driven by the demand generated by illnesses associated with the
aging global population and the rapid growth in emerging markets as specified in the trends
section below. Cardiac and respiratory diseases generally affect people above the age of 65,
and with the global over-65 population expected to rise up to 1 billion by 2020, devices used
in the treatment of age-related illnesses will see significant growth in their revenues. 26
20
US
FDA,
Is
The
Product
A
Medical
Device?,
09.12.14
http://www.fda.gov/MedicalDevices/
DeviceRegulationandGuidance/Overview/ClassifyYourDevice/ucm051512.htm,
21
Industry Canada, Life Science Industries, Medical Device Industry Profile 2013 http://www.ic.gc.ca/eic/site/
lsgpdsv.nsf/eng/h_hn01736.html.
22
Industry Canada, Medical Device Industry Profile 2013.
23
Industry Canada, Medical Device Industry Profile 2013.
24
Kalorama: Global Medical Device Market Reaches $360 Billion 26 May 2015 http://www.prnewswire.com/newsreleases/kalorama-global-medical-device-market-reaches-360-billion-300088970.html
25
MDDI, The State of Global Medtech Markets, 19 December 2014 http://www.mddionline.com/article/state-globalmedtech-markets-12-19-2014
26
VIsiongain press release, The global medical devices market will reach $398.0bn in 2017 predicts new visiongain
report,
https://www.visiongain.com/Press_Release/498/%E2%80%98The-global-medical-devices-market-willreach-398-0bn-in-2017%E2%80%99-predicts-new-visiongain-report
G-12

With respect to market segments, the US market is considered to be the largest medical
device market worldwide estimated at US$176 billion in 2012. The European medical
technology market is not far behind estimated at roughly US$132 billion. 27
The Medical Device Market in Israel
The Israeli life science industry, and specifically the medical device segment, is a relatively
young industry accelerating rapidly. It is based on developed infrastructure arising from the
academic universities and research institutes. Accordingly, life sciences represent
approximately 50% of Israeli civilian research activities. Israel has one of the highest
concentrations of scientists per capita (145 per 10,000), and one out of every three Israeli
scientists is specialised in life sciences, the worlds highest per capita ratio. Israel ranks at
the top for scientific publications per capita, with almost 45% of its publications in the life
sciences. 28
There has been a massive growth in local medical device companies. There are currently
more than 720 local medical device companies, 29 and dozens of new companies are
established every year. With the development of the industry more and more companies
(approximately 200, according to current estimates) are in clinical stages of product
development.
The medical device industrys revenues continue to grow at a steady rate. Israels medical
device exports for the 12 months ending in April 2014 reached US$1.85 billion, an increase
of 15% over 2011. 30
According to the PWC Israel 2015 Hi-Tech Exit Report 31, fourteen (14) Israeli life science
companies were acquired for a total sum of US$2.251 billion in 2014, of which US$200
million derived from acquiring medical device companies. 32 In 2015 this number already
stands at more than US$220 million.
Medical technologies trends and developments
(a)

Population ageing is a common phenomenon in many parts of the globe, especially in
more developed nations. Globally, the number of old persons (aged 60 years and
above) is expected to increase dramatically, from 841 million in 2013 to 2 billion in
2050. 33 Between 2000 to 2011, the number of people over the age of 65 in the United
States alone has increased 18% from 35 million to 41.4 million. Furthermore, the older
population is itself ageing. Globally, the number of older persons (aged 80 years and
above) within the old persons population was 14% in 2013, but is projected to reach
27
MedTech Europe The European Medical Technology Industry in Figures, 2013
28
IATI 2015
29
Israel Venture Capital Database http://www.ivc-online.com/Products-and-Services/IVC-Database
30
Episcom,Israel
market.html
31
The PWC Israel High-Tech Exit Report, 2014
32
Venture1 analysis
33
World Population Ageing 2013, United Nations, Development of Economic and Social Affairs, Population Division
medical
devices
report,
February
G-13
2015,
http://www.espicom.com/israel-medical-device-

19% by 2050. Should this projection materialise, there will be 392 million persons aged
80 and over in 2050. 34 Consequently, the global ageing population should continue to
drive the demand for new and more sophisticated medical devices.
(b)
Growth of emerging markets

In recent years, the economies in Brazil, Russia, India and China (BRIC) have
become more developed and prosperous, and the middle class population in these
countries have increased in number. Consequently, there is an increase in health
awareness and demand for sophisticated medical devices. Governments in the BRIC
countries now see healthcare as a main priority.
On 29 May 2015 Modern Healthcare35 reported that medical-device makers, facing
reimbursement and sales pressure in the US, are looking to China for opportunities as
globalisation becomes a key part of their strategy. Medtronics CEO Omar Ishrak told
investors that he expects to see an annual growth rate in the mid-teens in its emerging
markets, and believes the developing world will represent a US$7 billion market
opportunity by 2019. Similarly, Boston Scientific Corp., which saw revenue increase
25% in China, in April 2015 became a shareholder in Suzhou, China-based
Frankenman Medical Equipment Co., which makes products such as surgical staplers.
Developed countries are also beginning to recognise increasing competition from
emerging markets. Large Chinese device makers, for example, are increasingly
exporting to emerging markets like Brazil, India and Russia countries where Western
firms have also been trying to boost sales. 36 Established medical device companies are
expected to realign their strategies or restructure their businesses to compete in the
changing global environment, including an increased reliance on partnerships,
acquisitions and outsourcing for marketing, distribution, research and manufacturing. 37
(c)
Increase in regulatory oversight should trigger more M&A opportunities 38

The current regulatory environment in the US, combined with medical insurance
reimbursement reductions led by the US Centres for Medicare and Medicaid, make the
development of new technologies more expensive at the same time that they need to
be less expensive for end-users:
In 2010, the US government enacted the Patient Protection and Affordable Care
Act, which included a US$20 billion tax on the US medical device industry;
In 2010, the US Food and Drug Administration (FDA) tightened the 510(k)
approval process for medical devices, requiring extensive clinical studies and
more evidence of product effectiveness and safety;
34
World Population Ageing 2013, United Nations, Development of Economic and Social Affairs, Population Division
35
Modern healthcare, Go east, medical-device makers!, 29 May 2015 http://www.modernhealthcare.com/

article/20150529/NEWS/150529877
36
The Battle Over Chinas Medical Device Market, Pacific Bridge Medical 2013 http://www.pacificbridgemedical.com/
publication/the-battle-over-chinas-medical-device-market/
37
Industry Canada, Medical Device Industry Profile 2013
38
Five Trends Transforming the Medical Device Industry in 2014, MasterControl Inc., p. 3ff
G-14
In 2013, a 2.3% excise tax on the total revenue of US medical device companies
was implemented; and
In 2013, the FDA established the unique device identification (UDI) system,
which requires medical devices distributed in the US to bear a unique device
identifier. The purpose of this system is to reduce the incidence of counterfeiting
and increase supply chain security and efficiency. The UDI system will be phased
in over a period of seven (7) years, with full compliance for all medical devices
expected in 2020.
In light of the above changes to the US healthcare system, the profit margins of US
medical device companies have been subjected to intense pressure. As such, there is
an increased interest among medical device companies in acquisitions and
consolidations so as to reduce corporate tax burden and increase portfolio breadth.
Larger companies increasingly rely on smaller companies and start-ups to develop
innovative products and, therefore, reduce their R&D budgets and bring new products
to market at a faster pace. Furthermore, pursuing a local M&A strategy in emerging
markets can help established medical device manufacturers to enter or bolster their
presence in such emerging markets.
(d)
Healthcare will become more connected to daily life through the growth of mobile
and social health solutions 39
An increase in mobile health technologies is empowering patients with more
transparent information and more control over their health. Smartphone apps and
wirelessly connected medical devices are creating real-time data and enabling real-time
intervention.
Social media sites are also playing an increasingly important role, connecting patients
and providers, and allowing them to interact and learn from each other in new ways. The
emerging field of wearable and implantable sensors promises to integrate mobile health
technologies even more seamlessly into our everyday lives. These technologies are
transforming health care (delivered primarily in hospitals and clinics) into health
(managed wherever the patient is).
8.

Agricultural technology spans a range of sectors from traditional agricultural products such
as irrigation, fertilisers and machinery to food processing and packaging. Technology can
help produce unique foodstuffs, additives, seeds and agricultural products.
The worlds rapidly expanding population, dwindling natural resources and climate change
have resulted in a greater demand for agricultural innovations that will ensure food and
nutritional security. With the use of innovative agricultural technology (agritech) such as seed
biotechnology, modern crop protection solutions, software systems for computerised
resource management and farm performance data, the agricultural and food systems of the
future can be more productive, more efficient and more sustainable.
39
EY Mega Trends 2015
G-15

In addition to these factors, there are several other trends that affect the need for
technological innovation:
The perception of obesity as one of the most important health problems
An increase in demand for food products with health attributes
Changes in the regulatory sphere to reduce the crops negative environmental impact
(e.g. greenhouse gas emissions, use of pesticides and excessive usage of fertilisers)
Moving to managed and automated agriculture and industrialisation of crops processes
A Global Market for Agritech

Changes in the agritech market are focused more on technology and biotech, rather than
food, and the growing use of global positioning satellites (GPS), aerial images, big data,
cloud services, sophisticated sensors, predictive analytics, advanced farm equipment and
even drones in an increasingly integrated system; allowing farmers to reduce costs and
strengthen yields, thereby improving profitability.
Investing in new crops, methods and better yields can deliver sizable returns. Innovation will
lower the inputs required for food production from reducing fertiliser use to reducing water
use. 40
The agritech VC space emerged as one of the hot spots of 2014. The need to produce more
food on scarce land resources, the emerging co-existence of food production with biomass
for energy or chemicals production, and the convergence of agritech with industrial
innovations has made agriculture an attractive theme. In 2014, 41 US companies active in
technological innovations along the food and agriculture value chain raised over US$570
million. Agritech VC investments go beyond North America, with new funds having recently
been established in Europe, Israel, New Zealand and India, targeting local technological
innovations and aiming to expand them internationally.
Large agriculture corporations have also developed their own venture arms to take part in
this innovation wave: Monsanto Growth Ventures, Syngenta Ventures, Dow Venture Capital,
DuPont Ventures, BASF Venture Capital, GE Ventures and Intel Capital are some of the big
names that are collaborating with entrepreneurs and start-ups.
An interesting example of the growing interest in agritech was the launch in late 2014 of
Farm2050 41 by Google Chairman Eric Schmidts Innovation Endeavours and Flextronics Lab
IX. Farm2050 is a collective of diverse partners that is committed to advancing the future of
food through supporting agritech entrepreneurs and start-ups with capital, design,
manufacturing, and test farms to try out their inventions. The Farm2050 partnership includes
Google, DuPont, Agco, UTCs Sensitech, and 3D Robotics.
40
The Right Time to Invest in Agro and Food. GreenSoil Investments. http://greensoil-investments.com/about/therighttime-to-invest-in-food-agro/.
41
Eric Schmidts Farm2050 Collective Will Back Agriculture Tech To Feed Earths Growing Population, TechCrunch,
20 November 2014, http://techcrunch.com/2014/11/20/farm-2050/
G-16

The Agritech Market in Israel
At the establishment of the State of Israel, the agricultural sector was one of the most
significant sectors in the local economy. The difficulty in growing agricultural crops in Israels
land created the grounds for the development of new sophisticated technologies. Indeed,
Israel has earned its reputation as a provider of knowledge in agricultural technologies
(irrigation, crop protection and seeds). The increased export of these technologies in the
recent years leads to the conclusion that agritech industry is on the rise.
Israel is uniquely positioned in the development of agricultural technologies for the 21st
century. Many of the worlds environmental challenges such as water shortages, inhospitable
climates, poor soil conditions, limited arable farmland, are well represented in the country.
With two-thirds of its land a desert, and one of its two bodies of water the Dead Sea, Israel
has long been creative when it comes to agriculture.
Managing these challenges and increasing agricultural yields within the constraints of the
local ecosystem have brought Israeli creativity and innovation to the forefront of agritech;
often before mainstream international attention turned to these issues. Harsh conditions
have engendered a close link between environmental and agricultural technologies. The
Agricultural Research Organisation (the Volcani Institute), an Israeli government research
institute, has earned a worldwide reputation for leadership in agricultural innovation, and
international companies often look to Israel as a source of innovative new technologies. For
instance, Israels best-known water utilisation technology, drip irrigation, which involves a
slow and balanced release of water supply directly to the plants being irrigated, thereby
eliminating the tremendous waste of traditional irrigation methods, was invented in Israel
some 35 years ago.
In addition, Israel is also a world leader in developing technologies focused on food security,
and there are many examples of this leadership position. Israeli dairy cows have been bred
for high production and resistance to heat and stress conditions 42 and are the most
productive in the world. Israeli advanced systems for herd management, monitoring and
feeding are used on dairy farms worldwide. 43 Various solutions for natural pest control have
been developed, including biological pest control. Biotech companies have developed
genetically stronger seeds, plants and crops. Post-harvest and new packaging technologies
are extending the shelf life of fresh produce. 44 Advanced aquaculture systems make fish
farming possible in almost any location. 45 And the extensive Israeli IT base has been
leveraged to develop software and systems to assist farmers in farm management resulting
in increased yields. 46
42
Israels
Agricultural
Triumph:
Matz_Israel_Nov_10312011.asp.
43
The times of Israel, as demand for food rises, Israel doubles up on agritech. 7 November 2012.
http://www.timesofisrael.com/as-demand-for-food-doubles-israel-doubles-up-on-agritech/
44
Israels
Agricultural
Triumph:
Matz_Israel_Nov_10312011.asp.
45
Facts, Achievements, Inventions: Examples of What Israel Has Accomplished As a Nation and its Contributions to
the
World
Which
Benefit
Everyone.
http://www.templeshalomoxfordfl.org/
israel_facts__contributions_to_world.aspx.
46
Agriculture technologies
view?i=752_1369852572.
Implications
Implications
Israeli
expertise
for
for
feeds
G-17
World
World
the
Food
Food
world.
29
Security
Security.
May
http://www.agripulse.com/
http://www.agri-pulse.com/
2013.
http://www.liveleak.com/

There are currently 370 companies in the Agritech industry, 47 concentrated around several
major segments: crop protection, irrigation, water and seeds. Despite the fact that the
number of start-ups is relatively small (compared with ICT segment) and stands at 60
companies, there is evidence of an increase in the number and quality of new projects and
it is expected that these continue to grow rapidly.
As of 2015, there appears to be 20-30 companies in Israel suitable for a first round of
financing. The total amount of investment needed is valued at US$50 million. VC based
financing will speed up the growth process of the entire industry and consequently will attract
entrepreneurs and other investors.
agriculture technologies and have attracted the attention of acquirers worldwide. Significant
transactions include:
In 2012 India-based Jain Irrigation acquired the remaining 50% of NaanDanJain

Irrigation Ltd for US$35 million; 48
In January 2013, British private equity firm Grovepoint Capital acquired control of
Algatechnologies Ltd. for an estimated US$50 million. Algatechnologies commercially
cultivates microalgae to produce a powerful antioxidant; 49
In March 2013, Monsanto acquired Rosetta Green for US$35 million. Rosetta Green, a
spinoff of Rosetta Genomics, develops engineered seeds and plant genes; 50
In November 2013, Evogene, a biotech company in the field of plant and crop gene
modification, raised US$86 million at a valuation of US$412 million as the first Israeli
agritech company to complete a successful IPO. 51 Monsanto was an early investor and
collaborator with Evogene; 52 and
In December 2014, Allflex Group, a global leader in animal identification systems,

acquired SCR, a Netanya-based corporation, for US$250 million. SCR manufactures
advanced monitoring systems for cows and milk production and offers innovative
solutions for the management of cowsheds, sheep pens and goatherds, thereby
improving production efficiency and raising the quality of dairy products.
47
Estimation according to The National Economic Council report, IVC database, Ministry of Foreign Affairs Ministry of
Science
48
Agritech in Israel.
7F3200AF8F8F.htm.
49
A Record Year for Israels Technology Market with Acquisitions and IPOs Totalling $7.6 Billion. 20 January 2014.
http://www.forbes.com/sites/gilpress/2014/01/20/a-record-year-for-israels-technology-market-with-acquisitionsand-ipos-totaling-7-6-billion/.
50
Monsanto Acquires Rosetta Green. 7 March 2013. http://www.zacks.com/stock/news/94251/Monsanto-AcquiresRosetta-Green.
51
Geektimes 2013 Israeli hi-tech end of the year ROUNDUP: Exits. 24 December
http://www.geektime.com/2013/12/24/geektimes-2013-israeli-hi-tech-end-of-the-year-roundup-exits/.
52
Israeli agritech IPO could be first of a controversial wave, The Times of Israel; 21 November 2013
http://www.timesofisrael.com/israeli-agritech-ipo-could-be-first-of-a-controversial-wave/
19
June
2012.
http://www.investinisrael.gov.il/NR/exeres/CD724CE0-F8DB-4440-AE04-
G-18
2013.

Israel is also garnering increasing attention as a strong source of agritech innovation and
investment opportunity. As noted in the 2015 Global Food & Agriculture Investment Outlook
Israel, a leader in ag-tech innovation, already counts four venture capital funds focused on
this space. We expect more deals to be announced in the country as the technological
innovations led by their portfolio companies reach the global markets. 53
Some examples of agritech investment activity in Israel include:
The Greensoil investment group established a US$12 million fund in 2012, Greensoil I
Investment Fund L.P., dedicated to investing in Israeli companies in the food and
agritech sectors. 54 In February 2013, Greensoil launched its second fund of US$16
million. 55 Greensoil recently announced that in 2015 it will launch its next Agro&Food
Technologies fund, targeted at US$50M that will invest mostly in the Netherlands and
Israel. 56
On June 2015, Strauss Group established a FoodTech incubator The Kitchen. For
several years, Strauss Group has been working to consolidate the Israeli Foodtech
community. The purpose of this incubator is to invest in ground breaking early-stage
technology ventures that are relevant to the food industry across the entire value
chain. 57
China has been increasing its investments in Israel and is partnering with Israeli
companies over the last few years, and agritech is one of the key focus areas. 58 Infinity
Group, an Israeli-related China-focused private equity fund, was one of the investors in
the US$65 million investment in Kaiima Bio-Agritech Ltd., an Israeli non-GMO seed and
breeding company. 59
The US State of Virginia estimates that it will invest up to US$10 million in the next 2-3
years in Israeli companies that participate in the Gateway USA: Agritech programme,
which is based in Virginia. The new programme follows on the success of the
programmes Richmond, Virginia incubator in which US$10 million was invested in
participating Israeli agritech companies. 60
53
Valoral Advisors, Global Food & Agriculture Investment Outlook January 2015.http://www.responsability.com/
investing/data/docs/de/15524/market-news-doc-valoral-03072015.pdf
54
New GreenSoil fund to invest in Israeli agriculture companies. 23 January 2012. http://israelnewtech.com/2012/01/
new-greensoil-fund-to-invest-in-israeli-agriculture-companies/
55
GreenSoil Investments Launches Second Investment Fund Focused on Israeli Agro & Food Technology.
12
February
2013.
http://greensoil-investments.com/blog/2013/02/12/press-release-greensoil-investmentslaunches-second-investment-fund-focused-on-israeli-agro-food-technology/
56
GreenSoil official website http://greensoil-investments.com/introduction-greensoil/
57
Strauss group, press release, launching the Strauss FoodTech Incubator The
http://www.strauss-group.com/newsmention/launching-strauss-foodtech-incubator-kitchen/
58
The Secret is Out: Chinese are investing in Israel in Billions. 4 December 2013. http://chinalawflash.com/
2013/12/04/the-secret-is-out-chinese-are-investing-in-israel-in-billions-by-amit-ben-yehoshua-clara-eriksson/
59
Globes, Kaiima Bio-Agritech raises $65m. 3 September 2013. http://www.globes.co.il/en/article-1000877171
60
Globes, Virginia to invest $10m in Israeli agritech cos. 21 February 2013. http://www.globes.co.il/en/article1000824242
G-19
Kitchen,
25.06.15
Pontifax Global Food and Agriculture Technology Fund (Pontifax AgTech) is a

pioneering growth equity investor in food and agriculture technology. The Firm invests
globally in businesses that improve agricultural productivity, sustainability, and supply
chain efficiency. Pontifax AgTech is the fourth fund of Pontifax, Israels leading life
sciences investment firm. The Fund has a proprietary market position in Israel and the
US. Target investment size: US$10+M, allocated in stages based on milestone
achievements. 61
Agricultural technologies trends and developments

(a)
(b)
As the projected world population will exceed 9 billion people by 2050, global food
production must increase by more than 70% to meet demand. Furthermore, food
prices are expected to rise due to supply and demand factors, reversing
long-established downward trends. Between 2005 and 2050, food prices for
maize, rice, and wheat are projected to increase by 104%, 79%, and 88%
respectively, while those for beef, pork, and poultry will rise by 32%, 70%, and 77%
respectively. 62 Increases in demand will lead to severe price pressure and
increase the number of people at risk of hunger in the developing world from 881
million in 2005 to 1.031 billion people by 2050.
In light of the above, innovative agricultural solutions are required to ensure global
food security and to ward off a looming food crisis. Accordingly, food supply is
increasingly prioritised in the agenda of many governments, especially in the
emerging markets, and such governments have pledged a fixed percentage of
their national budgets to fund R&D in agriculture.
Water scarcity will challenge food and energy security 63
Global warming and water over-consumption lead scientists to expect that by

2025, 40% of the worlds population will be living in areas with severe water
stress. 64
Water usage has been growing at more than twice the rate of population growth in
the last century. The UN estimates that by 2030 demand for water may be 40%
more than the supply and water shortages could affect almost 50% of the worlds
population and nearly half the global population may be facing water scarcity.
The situation will be more acute in emerging economies. By 2025, it is projected

that water withdrawals will increase by 50% in emerging countries and 18% in
developed countries. Given this situation, there will be growing tensions over the
use of water and the impact that it has upon energy and food production.
61
http://www.pontifaxagtech.com/
62
Rosegrant, et al. Food Security in a World of Natural Resource Scarcity 2014.
63
EY Megatrends 2015
64
GreenSoil official website, The Right Time to Invest in Agro and Food, GreenSoil Investments. http://greensoilinvestments.com/gsi/the-right-time-to-invest-in-food-agro/
G-20
(c)
Climate change and extreme weather events
(d)
The increase in urban population at the expense of open and agricultural spaces
will cause a reduction in cultivated areas. In addition, an increase in global fish
consumption and a decrease in fishing reserves, will eventually lead to a
significant development of this industry.
Innovations in complementary fields
(f)
Extreme weather events and long-term climate change represent one of the
factors responsible for changes in the market prices of agricultural products. Such
changes may adversely affect the developing countries in the tropical and
semi-arid areas. In these countries, rising temperatures, a significant drop in
precipitation and rising sea levels could cause significant damage to agriculture,
which in the long run can lead to a rise in grain prices of about 24%-145%. These
changes will require solutions for forecasting, planning and resistant to weather
damages.
Dwindling of land and fishing areas
(e)
In the face of competing demands, accessing dwindling water supplies for energy
production or private consumption will become harder. The critical
interdependence between food, energy and water requires a response that
addresses all three.
Innovations in the mobile, IT and energy spaces have the potential to make a huge
impact in the field of agritech. Entrepreneurs across the globe, from Nairobi to San
Francisco, have used innovations from complementary fields to create smart
power systems, precision agriculture tools, farm management software, affordable
sensors and other cutting-edge agritech. 65
Promising sectors
According to AgFunder News, robots, data systems, food tech, water savers, and
waste management are five sectors to watch in agritech. 66
65
The Impact of Technology in Agriculture, Invested Development, 13 June 2013. http://investeddevelopment.com/

blog/2013/06/the-impact-of-technology-in-agriculture/.
66
AgruFunder news, 5 AgTech Sectors to Watch in 2014. http://agfundernews.com/5-agtech-sectors-to-watch-in2014.html.
G-21
APPENDIX H RULES OF THE OLD OPTION PLAN

THE TRENDLINES GROUP LTD
THE 2011 GLOBAL INCENTIVE OPTION SCHEME
DEFINITIONS
For purposes of the Global Incentive Option Scheme and related documents, including without
limited, the Grant Notification Letter, the following definitions shall apply:
(a)
Board the Board of Directors of the Company.
(b)
Cause any of the following:

(i)
conviction of any felony involving moral turpitude or affecting the Company or any of its
affiliates;
(ii)
any refusal to carry out a reasonable directive of the Companys chief executive officer,
the Board or the Grantees direct supervisor, which involves the business of the
Company or any of its affiliates and was capable of being lawfully performed;
(iii) embezzlement of funds of the Company or any of its affiliates;

(iv) any breach of the Grantees fiduciary duties or duties of care of the Company or any of
its affiliates; including without limitation disclosure of confidential Information of the
Company or any of its affiliates;
(v)
any conduct (other than conduct in good faith), including without limitation, any act or
omission, reasonably determined by the Board to be materially detrimental to the
Company or any of its affiliates;
(vi) if and as such term is or may be defined under the Grantees employment agreement,
service agreement or any other engagement agreement with the Company or any of its
affiliates; and/or
(vii) should circumstances arise as a result of which the Grantees employment with the
Company and/or any of its affiliates is or may be terminated without severance pay.
For the avoidance of any doubt, it is hereby clarified that in any event of a conflict between
the definition of the term Cause in this Scheme and the definition of the term Cause in a
certain employment agreement, the definition in this Scheme shall prevail in connection with
the Option, with the Grant Notification Letter and with this Scheme.
(c)
Chairman the chairman of the Committee.
(d)
Committee a share option compensation committee appointed by the Board, which shall
consist of no fewer than two members of the Board.
(e)
Company The Trendlines Group Ltd., an Israeli company.
(f)
Date of Grant the date of grant of an Option, as determined by the Board or the
Committee and set forth in the Grantees Grant Notification Letter.
(g)
Employee a person who is employed by the Company or any affiliate.
(h)
Expiration Date the date upon which an Option shall expire, as set forth in Section 7.2
of the Scheme.
H-1

(i)
Fair Market Value as of any date, the value of a Share determined as follows:
(i)
If the Shares are listed on any established Share exchange or a national market system,
including without limitation the Tel-Aviv Share Exchange, the NASDAQ National Market
system, or the NASDAQ SmallCap Market of the NASDAQ Share Market, the Fair
Market Value shall be the closing sales price for such Shares (or the closing bid, if no
sales were reported), as quoted on such exchange or system for the last market trading
day prior to time of determination, as reported in the Wall Street Journal, or such other
source as the Board deems reliable;
(ii)
If the Shares are regularly quoted by a recognised securities dealer but selling prices
are not reported, the Fair Market Value shall be the mean between the high bid and low
asked prices for the Shares on the last market trading day prior to the day of
determination; or
(iii) In the absence of an established market for the Shares, the Fair Market Value thereof
shall be determined in good faith by the Board.
(j)
Grantee a person who receives or holds an Option under the Scheme.
(k)
Grant Notification Letter a document to be signed between the Company and a Grantee
that sets out and inform the Grantee with respect to the terms and conditions of the grant of
an Option.
(l)
IPO the initial public offering of the Companys shares.
(m) Non-Employee a director, consultant, advisor, service provider of the Company or any
affiliate, or any other person who is not an Employee.
(n)
Option an option to purchase one or more Shares of the Company pursuant to the
Scheme.
(o)
Purchase Price the price for each Share subject to an Option.
(p)
Scheme this 2011 Global Incentive Option Scheme.
(q)
Share the ordinary shares, NIS 0.01 par value each, of the Company.
(r)
Successor Company any entity the Company is merged to or is acquired by, in which the
Company is not the surviving entity.
(s)
Transaction
(i)
merger, acquisition or reorganisation of the Company with one or more other entities in
which the Company is not the surviving entity;
(ii)
a sale of all or substantially all of the assets of the Company.
(t)
Vested Options any Option, which has already been vested according to the Vesting
Dates.
(u)
Vesting Dates as determined by the Board or by the Committee, the date as of which the
Grantee shall be entitled to exercise the Options or part of the Options, as set forth in Section
8 of the Scheme and in the Grantees Grant Notification Letter.
H-2

THE SCHEME
This scheme, as amended from time to time, shall be known as The Trendlines Group Ltd. 2011
Global Incentive Option Scheme.
1.
PURPOSE OF THE SCHEME

The Scheme is intended to provide an incentive to retain or employ of the Company and its
affiliates, persons of training, experience, and ability, to attract new employees, directors,
consultants, service providers and any other entity which the Board shall decide their
services are considered valuable to the Company, to encourage the sense of proprietorship
of such persons, and to stimulate the active interest of such persons in the development
and financial success of the Company by providing them with opportunities to purchase
shares in the Company, pursuant to the Scheme.
2.
ADMINISTRATION OF THE SCHEME
2.1
The Board shall have the power to administer the Scheme either directly or upon the
recommendation of the Committee, all as provided by applicable law and in the Companys
Articles of Association. Notwithstanding the above, the Board shall automatically have
residual authority if no Committee shall be constituted or if such Committee shall cease to
operate for any reason.
2.2
The Committee shall select one of its members as its Chairman and shall hold its meetings
at such times and places as the Chairman shall determine. The Committee shall keep
records of its meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.
2.3
The Board and/or the Committee if applicable subject to the approval of the Board, to the
extent required under applicable law (and subject further to applicable laws) shall have the
full power and authority to:
(i)
designate Grantees;
(ii)
determine the terms and provisions of the respective Grant Notification Letters,
including, but not limited to, the number of Options to be granted to each Grantee, the
number of Shares to be covered by each Option, provisions concerning the time and
the extent to which the Options may be exercised and the nature and duration of
restrictions as to the transferability or restrictions constituting substantial risk of
forfeiture and to cancel or suspend awards, as necessary;
(iii) determine the Fair Market Value of the Shares covered by each Option;
(iv) make an election as to the type of Approved 102 Option;
(v)
designate the type of Options;
(vi) alter any restrictions and conditions of any Options or Shares subject to any Options;
(vii) interpret the provisions and supervise the administration of the Scheme;
H-3

(viii) accelerate the right of a Grantee to exercise in whole or in part, any previously granted
Option;
(ix) determine the Purchase Price of the Option;
(x)
prescribe, amend and rescind rules and regulations relating to the Scheme; and
(xi) make all other determinations deemed necessary or advisable for the administration
of the Scheme.
2.4
The Board or the Committee shall have the authority to grant, at its discretion, to the holder
of an outstanding Option, in exchange far the surrender and cancellation of such Option, a
new Option having a purchase price equal to, lower than or higher than the Purchase Price
of the original Option so surrendered and cancelled and containing such other terms and
conditions, or to change the Purchase Price as the Board or the Committee may prescribe
in accordance with the provisions of the Scheme.
2.5
Subject to the Companys Articles of Association, all decisions and selections made by the
Board or the Committee pursuant to the provisions of the Scheme shall be made by a
majority of its members except that no member of the Board or the Committee shall vote on,
or be counted for quorum purposes, with respect to any proposed action of the Board or the
Committee relating to any Option to be granted to that member. Any decision reduced to
writing shall be executed in accordance with the provisions of the Companys Articles of
Association, as the same may be in effect from time to time.
2.6
The interpretation and construction by the Committee of any provision of the Scheme or of
any Grant Notification Letter thereunder shall be final and conclusive unless otherwise
determined by the Board.
2.7
Subject to the Companys Articles of Association and the Companys decision, and to all
approvals legally required, including, but not limited to the provisions of any applicable law,
each member of the Board or the Committee shall be Indemnified and held harmless by the
Company against any cost or expense (including counsel fees) reasonably incurred by him,
or any liability (including any sum paid in settlement of a claim with the approval of the
Company) arising out of any act or omission to act in connection with the Scheme unless
arising out of such members own fraud or bad faith, to the extent permitted by applicable
law. Such indemnification shall be in addition to any rights of indemnification the member
may have as a director or otherwise under the Companys Articles of Association, any
agreement, any vote of shareholders or disinterested directors, Insurance policy or
otherwise.
3.
DESIGNATION OF PARTICIPANTS
The persons eligible for participation in the Scheme as Grantees shall include any
Employees and/or Non-Employees of the Company or of any affiliate.
The grant of an Option hereunder shall neither entitle the Grantee to participate nor
disqualify the Grantee from participating in any other grant of Options pursuant to the
Scheme or any other option or share plan of the Company or any of is affiliates.
H-4

4.
SHARES RESERVED FOR SCHEME; RESTRICTION THEREON
4.1
The Company has reserved 2,939,140 authorised but unissued Shares, for the purposes of
the Scheme and for the purposes of any other share option plans which may be adopted by
the Company in the future, subject to adjustment as set forth in Section 8 below. Any Shares
which remain unissued and which are not subject to the outstanding Options at the
termination of the Scheme shall cease to be reserved for the purpose of the Scheme, but
until termination of the Scheme the Company shall at all times reserve sufficient number of
Shares to meet the requirements of the Scheme. Should any Option for any reason expire
or be cancelled prior to its exercise or relinquishment in full, the Shares subject to such
Option may again be subjected to an Option under the Scheme or under the Companys
other share option plans.
4.2
Each Option granted pursuant to the Scheme, shall be evidenced by a written Grant
Notification Letter between the Company and the Grantee, in such form as the Board or the
Committee shall from time to time approve. Each Grant Notification Letter shall state,
among other matters, the number of Shares to which the Option relates, the type of Option
granted thereunder, the Vesting Dates, the Purchase Price per share, the Expiration Date
and such other terms and conditions as the Committee or the Board in its discretion may
prescribe, provided that they are consistent with this Scheme.
4.3
Until the consummation of an IPO, such Shares shall be voted by an irrevocable proxy (the
Proxy) pursuant to the directions of the Board, such Proxy to be assigned to the person
or persons designated by the Board, Such person or persons designated by the Board shall
be indemnified and held harmless by the Company against any cost or expense (including
counsel fees) reasonably incurred by him/her, or any liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out of any act or omission
to act in connection with the voting of such Proxy unless arising out of such members own
fraud or bad faith, to the extent permitted by applicable law. Such indemnification shall be
in addition to any rights of indemnification the person(s) may have as a director or otherwise
under the Companys Articles of Association, any agreement, any vote of shareholders or
disinterested directors, insurance policy or otherwise.
5.
PURCHASE PRICE
5.1
The Purchase Price of each Share subject to an Option shall be determined by the
Committee in its sole and absolute discretion in accordance with applicable law, subject to
any guidelines as may be determined by the Board from time to time. Each Grant
Notification Letter will contain the Purchase Price determined for each Grantee.
5.2
Without derogating from the above and in addition thereto, the Purchase Price of each
Share subject to an Option shall be payable upon the exercise of an Option in the following
acceptable forms of payment:
(i)
cash, check or wire transfer;
(ii)
at the discretion of the Committee, through delivery of Share (including other Share
subject to the Options being exercised) having a Fair Market Value equal as of the date
of exercise to the Purchase Price of the Share purchased and acquired upon the
exercise of the Option, or by a different form of cashless exercise method through a
third party broker as approved by the Committee;
(iii) at the discretion of the Committee, any combination of the methods of payment
permitted by any paragraph of this Section 5.2.
H-5

5.3
The Purchase Price shall be denominated in the currency of the primary economic
environment of, either the Company or the Grantee (that is the functional currency of the
Company or the currency in which the Grantee is paid) as determined by the Company.
6.
ADJUSTMENTS
Upon the occurrence of any of the following described events, Grantees rights to purchase
Shares under the Scheme shall be adjusted as hereinafter provided:
6.1
In the event of Transaction, the unexercised Options then outstanding under the Scheme
shall be assumed or substituted for an appropriate number of shares of each class of
shares or other securities of the Successor Company (or a parent or subsidiary of the
Successor Company) as were distributed to the shareholders of the Company in connection
and with respect to the Transaction. In the case of such assumption and/or substitution of
Options, appropriate adjustments shall be made to the Purchase Price so as to reflect such
Transaction and all other terms and conditions of the Grant Notification Letters shall remain
unchanged, including but not limited to the vesting schedule, all subject to the
determination of the Committee or the Board, which determination shall be in their sole
discretion and final. The Company shall notify the Grantee of the Transaction prior to the
effective date of such Transaction.
6.2
Notwithstanding the above and subject to any applicable law, the Board or the Committee
shall have full power and authority to determine that in certain Grant Notification Letters
there shall be a clause instructing that, if in any such Transaction as described in Section
6.1 above, the Successor Company (or parent or subsidiary of the Successor Company)
does not agree to assume or substitute for the options, the Vesting Dates shall be
accelerated so that any unvested Option or any portion thereof shall be immediately vested
as of the date which is 10 days prior to the effective date of the Transaction.
6.3
For the purposes of Section 6.1 above, an Option shall be considered assumed or
Substituted if, following the Transaction, the Option confers the right to purchase or receive,
for each Share underlying an Option immediately prior to the Transaction, the consideration
(whether shares, options, cash, or other securities or property) received in the Transaction
by holders of shares held on the effective date of the Transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares); provided, however, that if such consideration received
in the Transaction does not consist solely of ordinary shares (or their equivalent) of the
Successor Company or its parent or subsidiary, the Committee may, with the consent of the
Successor Company, provide for the consideration to be received upon the exercise of the
Option to be solely ordinary shares (or their equivalent) of the Successor Company or its
parent or subsidiary equal in Fair Market Value to the per Share consideration received by
holders of a majority of the outstanding shares in the Transaction; and provided further that
the Committee may determine, in its discretion, that in lieu of such assumption or
substitution of Options for options of the Successor Company or its parent or subsidiary,
such Options will be substituted for any other type of asset or property including cash which
is fair under the circumstances.
6.4
The Board or the Committee shall have full power and authority to determine that in certain
Grant Notification Letters there shall be a clause instructing that, if the Company is
voluntarily liquidated or dissolved while unexercised Options remain outstanding under the
Scheme, the Company shall immediately notify all unexercised Option holders of such
liquidation, and the Option holders shall then have 10 days to exercise any unexercised
H-6

Vested Option held by them at that time, in accordance with the exercise procedure set forth
herein. Upon the expiration of such 10 days period, all remaining outstanding Options will
terminate immediately.
6.5
If the outstanding shares of the Company shall at any time be changed or exchanged by
declaration of a share dividend (bonus shares), share split, combination or exchange of
shares, recapitalisation, spin-off or any other like event by or of the Company, and as often
as the same shall occur, then the number, class and kind of the Shares subject to the
Scheme or subject to any Options therefore granted, and the Purchase Prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number of Shares
without changing the aggregate Purchase Price. Upon happening of any of the foregoing,
the class and aggregate number of Shares issuable pursuant to the Scheme (as set forth
in Section 6 hereof), in respect of which Options have not yet been exercised, shall be
appropriately adjusted, all as will be determined by the Board whose determination shall be
final.
6.6
Notwithstanding anything to the contrary mentioned above, subject to this Section 6, the
Grantee shall not be entitled to receive portion of shares, and the number of shares
allocated to the Grantee pursuant to any adjustments made pursuant to this Section 6, shall
be rounded as to nearest whole number of share and the provisions of this Scheme shall
apply accordingly.
6.7
Anything herein to the contrary notwithstanding, if prior to the completion of the IPO all or
substantially all of the shares of the Company are to be sold, or in case of a Transaction,
all or substantially all of the shares of the Company are to be exchanged for securities of
another Company, then each Grantee shall be obliged to sell or exchange, as the case may
be, any Shares such Grantee purchased under the Scheme, in accordance with the
instructions issued by the Board in connection with the Transaction, whose determination
shall be final.
6.8
In the event that the Companys Shares shall be registered for trading in any public market,
the Grantee acknowledges that Grantees rights to sell the Shares may be subject to certain
limitations (including a lock-up period) as will be requested by the Company or its
underwriters, and the Grantee unconditionally agrees and accepts any such limitations.
7.
TERM AND EXERCISE OF OPTIONS
7.1
Options shall be exercised by the Grantee by giving written notice to the Company and/or
to any third party designated by the Company (the Representative), in such form and
method as may be determined by the Company, which exercise shall be effective upon
receipt of such notice by the Company and/or the Representative and the payment of the
Purchase Price at the Companys or the Representatives principal office. The notice shall
specify the number of Shares with respect to which the Option is being exercised.
7.2
Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of,
(i) 10 years from the Date of Grant; (ii) the date set forth in the Grant Notification Letter; or
(iii) the expiration of any extended period in any of the events set forth in Section 7.5 below.
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7.3
The Options may be exercised by the Grantee In whole at any time or in part from time to
time, to the extent that the Options become Vested Options, prior to the Expiration Date,
and provided that, subject to the provisions of Section 7.5 below, the Grantee is employed
by or providing services to the Company or any of its affiliates, at all times during the period
beginning with the granting of the Option and ending upon the date of exercise.
7.4
Subject to the provisions of Section 7.5 below, in the event of termination of Grantees
employment or services, with the Company or any of its affiliates, all Options granted to
such Grantee will immediately expire. A notice of termination of employment or service shall
be deemed to constitute termination of employment or service. For the avoidance of doubt,
in case of such termination of employment or service, the unvested portion of the Grantees
Option shall not vest and shall not become exercisable and the Grantee shall have no claim
against the Company and/or its affiliate that his/her Options were prevented from continuing
to vest as of such termination. Notwithstanding anything to the contrary mentioned above,
a Grantee shall not cease to be an Employee only due to the transfer of such Employees
employment among the Company and its affiliates.
7.5
Notwithstanding anything to the contrary hereinabove and unless otherwise determined in

the Grantees Grant Notification Letter, an Option nay be exercised after the date of
termination of Grantees employment or service with the Company or any affiliates during
an additional period of time beyond the date of such termination, but only with respect to the
number of Vested Options at the time of such termination according to the Vesting Dates,
if:
(i)
termination is without Cause, in which event any Vested Option still in force and
unexpired may be exercised within a period of 90 days after the date of such
termination; or
(ii)
termination is the result of death or disability of the Grantee, in which event any Vested
Option still in force and unexpired may be exercised within a period of 12 months after
the date of such termination; or
(iii) prior to the date of such termination, the Committee shall authorise an extension of the
terms of all or part of the Vested Options beyond the date of such termination for a
period not to exceed the period during which the Options by their terms would
otherwise have been exercisable.
For avoidance of any doubt, if termination of employment or service is for Cause, any
outstanding unexercised Option (whether vested or non-vested), will immediately expire
and terminate, and the Grantee shall not have any right in connection to such outstanding
Options.
7.6
Any form of Grant Notification Letter authorised by the Scheme may contain such other
provisions as the Committee may, from time to time, deem advisable.
7.7
The Options and any underlying Shares are extraordinary, one-time benefits granted to the
Grantee and are not and shall not be deemed a salary component for any purpose
whatsoever, including in connection with calculating severance compensation under
applicable law.
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7.8
Neither the Grantee nor any other person, as the case may be, shall have any claim to be
granted any Options, and there is no obligation by the Company for uniformity of treatment
of Grantees or their beneficiaries (if applicable). The terms and conditions of the Options
granted under this Scheme and any of the Boards determinations and interpretations with
respect thereto need not be the same with respect to each Grantee (whether or not such
Grantees are similarly situated).
8.
VESTING OF OPTIONS
8.1
Subject to the provisions of the Scheme, each Option shall vest following the Vesting Dates
and for the number of Shares as shall be provided in the Grant Notification Letter. However,
no Option shall be exercisable after the Expiration Date.
8.2
An Option may be subject to such other terms and conditions on the time or times when it
may be exercised, as the Committee may deem appropriate. The vesting provisions of
individual Options may vary.
9.
SHARES SUBJECT TO RIGHT OF FIRST REFUSAL
9.1
Notwithstanding anything to the contrary in the Articles of Association of the Company, none
of the Grantees shall have a right of first refusal in relation with any sale of shares in the
Company.
9.2
Unless otherwise determined by the Committee, until such time as the Company shall
complete an IPO, a Grantee shall not have the right to sell Shares issued upon the exercise
of an Option within 6 months and one day of the date of exercise of such Option or issuance
of such Shares. Unless otherwise determined by the Committee, until such time as the
Company shall complete an IPO, the sale of Shares issuable upon the exercise of an Option
by a Grantee shall be subject to a right of first refusal on the part of the Repurchaser(s) (as
defined below).
Repurchaser(s) means (i) the Company, if permitted by applicable law, (ii) if the Company
is not permitted by applicable law, then any affiliate of the Company designated by the
Committee, or (iii) if no decision is reached by the Committee, then the Companys existing
shareholders (save, for the avoidance of doubt, for other Grantees who already exercised
their Options), pro rata in accordance with their shareholding. The Grantee shall give a
notice of sale (the Notice) to the Company in order to offer the Shares to the
Repurchaser(s).
9.3
The Notice shall specify the name of each proposed purchaser or other transferee (the:
Proposed Transferee), the number of Shares offered for sale, the price per Share and the
payment terms. The Repurchaser(s) will be entitled for thirty (30) days from the day of
receipt of the Notice (the: Notice Period), to purchase all or part of the offered Shares on
a pro rata basis based upon their respective holdings In the Company.
9.4
If by the end of the Notice Period not all of the offered Shares have been purchased by the
Repurchaser(s), the Grantee shall be entitled to sell such Shares at any time during the 90
days following the end of the Notice Period on terms not more favourable than those set out
in the Notice, provided that the Proposed Transferee agrees in writing that the provisions
of this section shall continue to apply to the Shares in the hands of such Proposed
Transferee. Any sale of Shares issued under the Scheme by the Grantee that is not made
in accordance with the Scheme or the Grant Notification Letter shall be null and void.
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10.
DIVIDENDS
With respect to all Shares (but excluding, for avoidance of any doubt, any unexercised
Options) allocated or issued upon the exercise of Options purchased by the Grantee and
held by the Grantee or by the Trustee (as such term is defined in ANNEX A Israel, to this
Scheme), as the case may be, the Grantee shall be entitled to receive dividends in
accordance with the quantity of such Shares, subject to the provisions of the Companys
Articles of Association (and all amendments thereto) and subject to any applicable taxation
on distribution of dividends.
11.
PURCHASE FOR INVESTMENT

The Companys obligation to issue or allocate Shares upon exercise of an Option granted
under the Scheme is expressly conditioned upon:
(i)
the Companys completion of any registration or other qualifications of such Shares

under all applicable laws, rules and regulations, and
(ii)
representations and undertakings by the Grantee (or his legal representative, heir or
legatee, in the event of the Grantees death) to assure that the sale of the Shares
complies with any registration exemption requirements which the Company in its sole
discretion shall deem necessary or advisable.
Such required representations and undertakings may include representations and

agreements that such Grantee (or his legal representative, heir, or legatee):
12.
(i)
is purchasing such Shares for investment and not with any present intention of selling
or otherwise disposing thereof; and
(ii)
agrees to have placed upon the face and reverse of any certificates evidencing such
Shares a legend setting forth (a) any representations and undertakings which such
Grantee has given to the Company or a reference thereto, and (b) that, prior to
effecting any sale or other disposition of any such Shares, the Grantee must furnish
to the Company an opinion of counsel, satisfactory to the Company, that such sale or
disposition will not violate the applicable laws, rules and regulations of the United
States or any other state having jurisdiction over the Company and the Grantee.
RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

No Option or any right with respect thereto, purchasable hereunder, whether fully paid or
not, shall be assignable, transferable or given as collateral or any right with respect to it
given to any third party whatsoever, other than by will or by laws of decent and distribution,
or as specifically otherwise allowed under the Scheme, except as specifically allowed under
the Scheme, and during the lifetime of the Grantee each and all of such Grantees rights to
purchase Shares hereunder shall be exercisable only by the Grantee.
Any such action made directly or indirectly, for an immediate violation, or a future one, shall
be void.
H-10

13.
EFFECTIVE DATE, DURATION, AMENDMENTS OR TERMINATION OF THE SCHEME
13.1 The Scheme shall be effective as of the day it was adopted by the Board and shall terminate
at the end of 10 years from such day of adoption (the: Termination Date).
13.2 The Company shall obtain the approval of the Companys shareholders for the adoption of
this Scheme and/or the Annexes thereto, or for any amendment to this Scheme and/or the
Annexes thereto, if shareholders approval is required under any applicable law including
without limitation the U.S. securities law or the securities laws of other jurisdiction
applicable to Options granted to Grantees under this Scheme and/or the Annexes thereto,
or if shareholders approval is required by any authority or by any governmental agencies
or national securities exchanges including without limitation the U.S. Securities and
Exchange Commission.
13.3 The Board may at any time, subject to the provisions of Section 13.2 above and all
applicable law, amend, alter, suspend or terminate the Scheme, provided, however, that
(i)
the Board may not extend the term of the Scheme specified in Section 13.1 above and;
(ii)
no amendment, alteration, suspension or termination of the Scheme shall impair the

rights of any Grantee, unless mutually agreed otherwise by the Grantee and the
Company, which agreement must be in writing and signed by the Grantee and the
Company.
Earlier termination of the Scheme prior to the Termination Date shall not affect the Boards
ability to exercise the powers granted to it hereunder with respect to Options granted under
the Scheme prior to the date of such earlier termination.
14.
GOVERNMENT REGULATIONS
The Scheme, and the granting and exercise of Options hereunder, and the obligation of the
Company to sell and deliver Shares under such Options, shall be subject to all applicable
laws, rules, and regulations, whether of the State of Israel or of the United States or any
other State having jurisdiction over the Company and the Grantee, including the registration
of the Shares under the United States Securities Act of 1933, and the Ordinance and to
such approvals by any governmental agencies or national securities exchanges as may be
required. Nothing herein shall be deemed to require the Company to register the Shares
under the securities laws of any jurisdiction.
15.
CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES

Neither the Scheme nor the Grant Notification Letter with the Grantee shall impose any
obligation on the Company or an Affiliate thereof, to continue any Grantee in its employ or
service, and nothing in the Scheme or in any Option granted pursuant thereto shall confer
upon any Grantee any right to continue in the employ or service of the Company or an
Affiliate thereof or restrict the right of the Company or an Affiliate thereof to termination such
employment or service at any time.
H-11

16.
GOVERNING LAW & JURISDICTION

The Scheme shall be governed by and construed and enforced in accordance with the laws
of the State of Israel applicable to contracts made and to be performed therein, without
giving effect to its principles of conflict of laws. The competent courts in the district of Tel
Aviv, shall have sole jurisdiction in any matters pertaining to the Scheme.
17.
TAX CONSEQUENCES
17.1 Any tax consequences to any Grantee arising from the grant or exercise of any Option, from
the payment for Shares covered thereby or from any other event or act (of the Company
and/or its affiliates, or the Grantee) hereunder shall be borne solely by the Grantee. The
Company and/or its affiliates shall withhold taxes according to the requirements under the
applicable laws, rules, and regulations, including withholding taxes at source. Furthermore,
the Grantee shall agree to indemnify the Company and/or its affiliates and hold them
harmless against and from any and all liability for any such tax or interest or penalty
thereon, including without limitation, liabilities relating to the necessity to withhold, or to
have withheld, any such tax from any payment made to the Grantee.
17.2 The Company shall not be required to release any Share certificate to a Grantee until all
required payments have been fully made.
18.
NON-EXCLUSIVITY OF THE SCHEME

The adoption of the Scheme by the Board shall not be construed as amending, modifying
or rescinding any previously approved incentive arrangements or as creating any limitations
on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of Options otherwise than under the
Scheme, and such arrangements may be either applicable generally or only in specific
cases.
For the avoidance of doubt, prior grant of options to Grantees of the Company under their
employment agreements, and not in the framework of any previous option scheme, shall not
be deemed an approved incentive arrangement for the purpose of this Section.
19.
MULTIPLE AGREEMENTS
The terms of each Option may differ from other Options granted under the Scheme at the
same time, or at any other time. The Board may also grant more than one Option to a given
Grantee during the term of the Scheme, either in addition to, or in substitution for, one or
more Options previously granted to that Grantee.
20.
RULES PARTICULAR TO SPECIFIC COUNTRIES

Notwithstanding anything herein to the contrary, the terms and conditions of the Scheme
may be adjusted with respect to a particular county by means of an addendum to the
Scheme in the form of an annex (the Annex), and to the extent that the terms and
conditions set forth in the Annex conflict with any provisions of the Scheme, the provisions
of the Annex shall govern. Terms and conditions set forth in the Annex shall apply only to
Options issued to Grantees under the jurisdiction of the specific country that is subject of
the Annex and shall not apply to Options issued to any other Grantee. The adoption of any
such Annex shall be subject to the approval of the Board and if required the approval of the
shareholders of the Company.
H-12

ANNEX A ISRAEL
TO THE 2011 GLOBAL INCENTIVE OPTION SCHEME
DEFINITIONS
For purposes of this Annex and the Grant Notification Letter, the following definitions shall apply:
(a)
Affiliate any employing company within the meaning of Section 102(a) of the
Ordinance.
(b)
Approved 102 Option an Option granted pursuant to Section 102(b) of the Ordinance
and held in trust by a Trustee for the benefit of the Grantee.
(c)
Capital Gain option (CGO) an Approved 102 Option elected and designated by the
Company to qualify under the capital gain tax treatment in accordance with the provisions of
Section 102(b)(2) of the Ordinance.
(d)
Controlling Shareholder shall have the meaning ascribed to it in Section 32(9) of the
Ordinance.
(e)
Employee a person who is employed by the Company or its Affiliates, including an

individual who is serving as a director or an office holder, but excluding any Controlling
Shareholder, all as determined in Section 102 of the Ordinance.
(f)
ITA the Israeli Tax Authorities.
(g)
Non-Employee a consultant, adviser, service provider, Controlling Shareholder or any

other person who is not an Employee.
(h)
Ordinary Income Option (OIO) an Approved 102 Option elected and designated by the
Company to qualify under the ordinary income tax treatment in accordance with the
provisions of Section 102(b)(1) of the Ordinance.
(i)
102 Option any Option granted to Employees pursuant to Section 102 of the Ordinance.
(j)
3(i) Option an Option granted pursuant to Section 3(i) of the Ordinance to any person
who is a Non-Employee.
(k)
Ordinance the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as
hereafter amended.
(l)
Section 102 Section 102 of the Ordinance and any regulations, rules, orders or
procedures promulgated thereunder as now in effect or as hereafter amended.
(m) Trustee any individual or entity appointed by the Company to serve as a trustee and
approved by the ITA, all in accordance with the provisions of Section 102(a) of the
Ordinance.
(n)
Unapproved 102 Option an Option granted pursuant to Section 102(c) of the Ordinance
and not held in trust by a Trustee.
For the avoidance of any doubt, it is hereby clarified that any capitalised terms not specifically
defined in this Annex shall be construed according to the interpretation given to such terms in the
Scheme.
H-13

ANNEX A ISRAEL
1.
GENERAL
1.1
This Annex (the: Annex) shall apply only to Grantees who are residents of the state of
Israel at the Date of Grant or those who are deemed to be residents of the state of Israel
for the payment of tax at the Date of Grant. The provisions specified hereunder shall form
an Integral part of the 2011 Global Incentive Option Scheme of The Trendlines Group Ltd.
(the: Scheme), which applies to the issuance of options to purchase Shares of The
Trendlines Group Ltd. (the: Company). According to the Scheme, options to purchase the
Companys Shares may be issued to employees, directors, consultants and service
provides of the Company or its affiliates.
1.2
This Annex is effective with respect to Options granted following Amendment No. 132 of the
Ordinance, which entered into force on January 1, 2003.
1.3
This Annex is to be read as a continuation of the Scheme and only modifies options granted
to Israeli Grantees so that they comply with the requirements set by the Israeli law in
general, and in particular with the provisions of Section 102 (as specified herein), as may
be amended or replaced from time to time. For the avoidance of doubt, this Annex does not
add to or modify the Scheme in respect of any other category of Grantees.
1.4
The Scheme and this Annex are complimentary to each other and shall be deemed as one.
In any case of contradiction, whether explicit or implied, between the provisions of this
Annex and the Scheme, the provisions set out in the Annex shall prevail.
2.
ISSUANCE OF OPTIONS
2.1
The persons eligible for participation in the Scheme as Grantees shall include any
Employees and/or Non-Employees of the Company or of any Affiliate; provided however,
that (i) Employees may only be granted 102 Options; and (ii) Non-Employees and/or
Controlling Shareholders may only be granted 3(i) Options.
2.2
The Company may designate Options granted to Employees pursuant to Section 102 as
Unapproved 102 Options or Approved 102 Options.
2.3
The grant of Approved 102 Options shall be made under this Annex adopted by the Board,
and shall be conditioned upon the approval of this Annex by the ITA.
2.4
Approved 102 Options may either he classified as Capital Gain Options (CGOs) or
Ordinary Income Options (OIOs).
2.5
No Approved 102 Options may be granted under this Annex to any eligible Employee,
unless and until, the Companys election of the type of Approved 102 Options as CGO or
OIO granted to Employees (the: Election), is appropriately filed with the ITA. Such
Election shall become effective beginning the first date of grant of an Approved 102 Option
under this Annex and shall remain in effect at least until the end of the year following the
year during which the Company first granted Approved 102 Options. The Election shall
obligate the Company to grant only the type of Approved 102 Option it has elected, and
shall apply to all Grantees who were granted Approved 102 Options during the period
H-14

indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance.
For the avoidance of doubt, such Election shall not prevent the Company from granting
Unapproved 102 Options simultaneously.
2.6
All Approved 102 Options must be held in trust by a Trustee, as described in Section 3
below.
2.7
For the avoidance of doubt, the designation of Unapproved 102 Options and Approved 102
Options shall be subject to the terms and conditions set forth In Section 102.
3.
TRUSTEE
3.1
Approved 102 Options which shall be granted under this Annex and/or any Shares allocated
or issued upon exercise of such Approved 102 Options and/or other shares received
subsequently following any realisation of rights, including without limitation bonus shares,
shall be allocated or issued to the Trustee and held for the benefit of the Grantees for such
period of time as required by Section 102 or any regulations, rules or orders or procedures
promulgated thereunder (the: Holding Period). In the case the requirements for Approved
102 Options are not met, then the Approved 102 Options may be regarded as Unapproved
102 Options, all in accordance with the provisions of Section 102.
3.2
Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated
or issued upon exercise of Approved 102 Options prior to the full payment of the Grantees
tax liabilities arising from Approved 102 Options which were granted to him and/or any
Shares allocated or issued upon exercise of such Options.
3.3
With respect to any Approved 102 Option, subject to the provisions of Section 102 and any
rules or regulation or orders or procedures promulgated thereunder, a Grantee shall not sell
or release from trust any Share received upon the exercise of an Approved 102 Option
and/or any share received subsequently following any realisation of rights, including without
limitation, bonus shares, until the lapse of the Holding Period required under Section 102
of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the
Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or
regulation or orders or procedures promulgated thereunder shall apply to and shall be
borne by such Grantee.
3.4
Upon receipt of Approved 102 Option, the Grantee will sign an undertaking in which he or
she will give his or her consent to the grant of the Option under Section 102, and will
undertake to comply with the terms of Section 102 and the trust agreement between the
Company and the Trustee.
4.
THE OPTIONS
The terms and conditions, upon which the Options shall be issued and exercised, shall be
as specified in the Grant Notification Letter to be executed pursuant to the Scheme and to
this Annex. Each Grant Notification Letter shall state, inter alia, the number of Shares to
which the Option relates, the type of Option granted thereunder (whether a CGO, OIO,
Unapproved 102 Option or a 3(i) Option), the vesting provisions and the Purchase Price.
H-15

5.
FAIR MARKET VALUE

Without derogating from the definition of Fair Market Value enclosed in the Scheme and
solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the
Ordinance, if at the date of grant the Companys shares are listed on any established stock
exchange or a national market system or if the Companys shares will be registered for
trading within 90 days following the date of grant of the CGOs, the fair market value of the
Shares at the date of grant shall be determined in accordance with the average value of the
Companys shares on the 30 trading days preceding the date of grant or on the 30 trading
days following the date of registration for trading, as the case may be.
6.
EXERCISE OF OPTIONS
6.1
Options shall be exercised by the Grantee by giving a written notice to the Company and/or
to any third party designated by the Company (the: Representative), in such form and
method as may be determined by the Company and, when applicable, by the Trustee, in
accordance with the requirements of Section 102, which exercise shall be effective upon
receipt of such notice by the Company and/or the Representative and the payment of the
Purchase Price for the number of Shares with respect to which the option is being
exercised, at the Companys or the Representatives principal office. The notice shall
specify the number of Shares with respect to which the option is being exercised.
6.2
Without derogating from section 4.3 of the Scheme, and in addition thereto, with respect to
Approved 102 Options, any Shares allocated or issued upon the exercise of an Approved
102 Option, shall be voted in accordance with the provisions of Section 102 and any rules,
regulations or orders promulgated thereunder.
7.
ASSIGNABILITY AND SALE OF OPTIONS
7.1
Notwithstanding any other provision of the Scheme, no Option or any right with respect
thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable
or given as collateral or any right with respect to them given to any third party whatsoever,
and during the lifetime of the Grantee each and all of such Grantees rights to purchase
Shares hereunder shall be exercisable only by the Grantee.
Any such action made directly or indirectly, for an immediate validation or for a future one,
shall be void.
7.2
As long as Options or Shares purchased pursuant to thereto are held by the Trustee on
behalf of the Grantee, all rights of the Grantee over the shares are personal, cannot be
transferred, assigned, pledged or mortgaged, other than by will or laws of descent and
distribution.
8.
INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICERS PERMIT
8.1
With regards to Approved 102 Options, the provisions of the Scheme and/or the Annex
and/or the Grant Notification Letter shall be subject to the provisions of Section 102 and the
Tax Assessing Officers permit, and the said provisions and permit shall be deemed an
integral part of the Scheme and of the Annex and of the Grant Notification Letter.
H-16

8.2
Any provision of Section 102 and/or the said permit which is necessary in order to receive
and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in
the Scheme or the Annex or the Grant Notification Letter, shall be considered binding upon
the Company and the Grantees.
9.
DIVIDEND
Subject to the Companys Articles of Association, with respect to all Shares (but excluding,
for avoidance of any doubt, any unexercised options) allocated or issued upon the exercise
of Options and held by the Grantee or by the Trustee as the case may be, the Grantee shall
be entitled to receive dividends in accordance with the quantity of such shares, and subject
to any applicable taxation on distribution of dividends, and when applicable subject to the
provisions or Section 102 and the rules, regulations or orders promulgated thereunder.
10.
TAX CONSEQUENCES
10.1 Any tax consequences arising from the grant or exercise of any Option, from the payment
for Shares covered thereby or from any other event or act (of the Company, and/or its
Affiliates, and the Trustee or the Grantee), hereunder, shall be borne solely by the Grantee.
The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the
requirements under the applicable laws, rules, and regulations, including withholding taxes
at source. Furthermore, the Grantee shall agree to indemnify the Company and/or its
Affiliates and/or the Trustee and hold them harmless against and from any and all liability
for any such tax or interest or penalty thereon, including without limitation, liabilities relating
to the necessity to withhold, or to have withheld, any such tax from any payment made to
the Grantee.
10.2 The Company and/or, when applicable, the Trustee shall not be required to release any
share certificate to a Grantee until all required payments have been fully made.
10.3 With respect to Unapproved 102 Option, If the Grantee ceases to be employed by the
Company or any Affiliate, the Grantee shall extend to the Company and/or its Affiliate a
security or guarantee for the payment of tax due at the time of sale of Shares, all in
accordance with the provisions of Section 102 and the rules, regulation or orders
promulgated thereunder.
11.
GOVERNING LAW & JURISDICTION

This Annex shall be governed by and construed and enforced in accordance with the laws
of the State of Israel applicable to contracts made and to be performed therein, without
giving effect to its principles of conflict of laws, The competent courts in the district of Tel
Aviv shall have sole jurisdiction in any matters pertaining to this Annex.
H-17

COMPANYS LOGO
[date]
Attn.: [Grantees name, I.D. #, address]
Subject: Israeli Grant Notification Letter
1.
The Company has decided to grant you Options under The Trendlines Group Ltd. 2011
Global Incentive Option Scheme (the: Scheme) and Annex A Israel, to the Scheme (the:
Israeli Annex), duly adopted and approved on May 16, 2011, a copy of which is attached
as Exhibit A hereto, forming an integral part hereof. Unless otherwise defined herein,
capitalised terms used herein shall have the meaning ascribed to them in the Scheme and
in the Israeli Annex.
2.
The terms of the Option shall commence on the Date of Grant and terminate on the
Expiration Date, or at the time at which the Options expire pursuant to the terms of the
Scheme and Israeli Annex and as set forth in Exhibit B hereto.
3.
Each of the Options granted to you as set forth in Exhibit B hereto shall be exercisable for
one Share, upon payment of the Purchase Price as set forth in Exhibit B. The Options may
be exercised only to purchase whole Shares, and in no case may a fraction of a Share be
purchased. If any fractional Share would be deliverable upon exercise, such fraction shall
be rounded up one-half or less, or otherwise rounded down, to the nearest whole number.
4.
Subject to the provisions of the Scheme, your Options shall vest and become exercisable
according to the Vesting Dates as set forth in Exhibit B hereto, provided that you are
employed by or providing services to the Company and/or its Affiliates on the applicable
Vesting Date.
For the avoidance of any doubt, you hereby acknowledge that any and all unexercised
Options granted to you shall terminate and shall no longer be exercisable on the Expiration
Date.
5.
You may exercise your Options in accordance with the provisions of Section 7.1 of the
Scheme and Section 6 of the Israeli Annex, By signing this Grant Notification Letter you
hereby acknowledge and agree that until the consummation of an IPO, any Shares acquired
by you upon the exercise of any of your Options, shall be voted by an, irrevocable proxy,
attached as Exhibit C hereto.
You agree that in the event that the Shares are held for you by a trustee, then such trustee
shall be entitled to execute a proxy in the form of Exhibit C, on your behalf.
6.
You accept and agree that with respect to any Approved 102 Option granted to you, subject
to the provisions of Section 102 and any rules or regulation or orders or procedures
promulgated thereunder, you shall not sell or release from trust any Share received by you
upon the exercise of an Approved 102 Option and/or any share received subsequently
following any realisation of rights, including without limitation, bonus shares, until the lapse
of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the
above, you are aware that if any such sale or release occurs during the Holding Period, the
sanctions under Section 102 of the Ordinance and under any rules or regulation or orders
or procedures promulgated thereunder shall apply to you and shall be borne by you.
H-18

With respect to Approved 102 Options, you hereby acknowledge that you are familiar with
the provisions of Section 102 and the regulations and rules promulgated thereunder,
including without limitations the type of Option granted to you hereunder and the tax
implications applicable to such grant. You accept the provisions of the trust agreement
signed between the Company and the Trustee, attached as Exhibit D hereto, and agree to
be bound by its terms.
7.
Should any Unapproved 102 Option be granted to you, you hereby agree that should you
ceases to be employed by the Company or any Affiliate, you shall extend to the Company
and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of
Shares, all in accordance with the provisions of Section 102 and the rules, regulation or
orders promulgated thereunder.
8.
By signing this Grant Notification Letter you are aware and agree that any tax
consequences arising from the grant or exercise of any Option, from the payment for
Shares covered thereby or from any other event or act (of the Company and/or its Affiliates,
the Trustee or yourself), hereunder, shall be borne solely by you. The Company and/or its
Affiliates and/or the Trustee shall withhold taxes according to the requirements under the
applicable laws, rules, and regulations, including withholding taxes at source. Furthermore,
you hereby accept to indemnify the Company and/or its Affiliates and/or the Trustee and
hold them harmless against and from any and ail liability for any such tax or interest or
penalty thereon, Including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to you.
You will not be entitled to receive from the Company and/or the Trustee any Shares
allocated or issued upon the exercise of your Options prior to the full payments of your tax
liabilities arising from Options which were granted to you and/or Shares Issued upon the
exercise of Options. For the avoidance of doubt, neither the Company nor the Trustee shall
be required to release any share certificate to you until all payments required to be made
by you have been fully satisfied.
Please note that the receipt of the Options and the acquisition of the Shares to be issued
upon the exercise of the Options may result in tax consequences. YOU ARE ADVISED TO
CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF
RECEIVING OR EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
9.
By signing this Grant Notification Letter you hereby acknowledge, accept and agree as to
the following:
9.1
The Company may in the future issue additional Shares and grant additional Options to
various entities and individuals, as the Company in its sole discretion shall determine.
9.2
The Company shall not be obligated to issue any Shares upon the exercise of an Option if
such issuance, in the opinion of the Company, might constitute a violation by the Company
of any provision of law.
9.3
The transfer of Options and the transfer of Shares to be issued to you upon exercise of the
Options shall be subject to the limitations set forth in the Scheme, Israeli Annex and in the
Companys Articles of Association and any shareholders agreement by which the holders
of ordinary shares of the Company are bound.
H-19

9.4
In the event the Companys Shares shall be registered for trading in any public market, your
right to sell Shares may be subject to limitations (including a lock-up period), as will be
requested by the Company or its underwriters, and you unconditionally agree and accept
any such limitations.
Furthermore, you acknowledge that in order to enforce the above restriction, the Company
may impose stop-transfer instructions with respect to any of your exercised Shares.
9.5
You shall not dispose any of your Shares in transactions which violate, in the opinion of the
Company, any applicable laws, rules and regulations.
9.6
The Company shall have the authority to endorse upon the certificate or certificates
representing the Shares realising from the exercise of any Options by you, such legends
referring to the foregoing restrictions, and any other applicable restrictions as it may deem
appropriate (which do not violate your rights according to this Grant Notification Letter).
9.7
Notwithstanding anything mentioned above and in addition, you are aware that you will
have no rights or privileges of a shareholder with respect to any Shares purchasable upon
the exercise of an Option, nor shall they be deemed to be a class of shareholders or
creditors of the Company for the purpose of all applicable law, until you are registered as
a holder of such Shares in the Companys register of shareholders upon exercise of your
Options, all in accordance with the provisions of the Scheme.
10.
The following shall apply with respect to this Grant Notification Letter and shall be bound
by you:
10.1 No Obligations to Exercise Options. The grant and acceptance of the Options granted to
you hereunder, imposes no obligation on you to exercise it.
10.2 Confidentiality. You shall regard the information in this Grant Notification Letter and its
exhibits attached hereto, as confidential information and you shall not reveal its contents to
anyone except when required by law or for the purpose of gaining legal or tax advice.
10.3 Continuation of Employment or Service. Neither the Scheme, the Israeli Annex nor this
Grant Notification Letter shall impose any obligation on the Company or any of its Affiliate
to continue your employment or service and nothing in the Scheme and/or in the Israeli
Annex and/or in this Grant Notification Letter shall confer upon you any right to continue in
the employ or service of the Company and/or an Affiliate or restrict the right of the Company
or an Affiliate to terminate such employment or service at any time.
10.4 Entire Agreement. Subject to the provisions of the Scheme and/or the Israeli Annex to which
this Grant Notification Letter is subject, this Grant Notification Letter, together with the
exhibits hereto, constitute the entire agreement between you and the Company with respect
to Options granted to you hereunder, and supersedes all prior agreements, understandings
and arrangements, oral or written, between you and the Company with respect to the
subject matter hereof.
10.5 Failure to Enforce Not a Waiver. The failure of any party to enforce at any time any
provisions of this Grant Notification Letter and/or the Scheme and/or the Israeli Annex shall
in no way be construed to be a waiver of such provision or of any other provision hereof.
H-20

10.6 Provisions of the Scheme. The Options provided for herein are granted pursuant to the
Scheme and the Israeli Annex, and said Options and this Grant Notification Letter are in all
respects governed by the Scheme and the Israeli Annex, and subject to all of the terms and
provisions of the Scheme and Israeli Annex.
Any interpretation of this Grant Notification Letter will be made in accordance with the
Scheme and the Israeli Annex, however, in the event there is any contradiction between the
provisions of this Grant Notification Letter and the Scheme and/or the Israeli Annex, the
provisions of this Grant Notification Letter will prevail.
By signing this Grant Notification Letter, you hereby represent and warrant that you have
accepted the Grant Notification Letter, and have read the Scheme and understand its
content and implications including without derogating the restrictions imposed on you under
Section 102.
10.7 Binding Effect. The Scheme, the Israeli Annex and this Grant Notification Letter shall be
binding upon the heirs, executors, administrators and successors of the parties hereof.
10.8 Notices. All notices or other communications given or made hereunder shall be in writing
and shall be delivered or mailed by registered mail or delivered by email or facsimile with
written confirmation of receipt to you and/or to the Company at the addresses shown on the
letterhead above, or at such other place as the Company may designate by written notice
to you. You are responsible for notifying the Company in writing of any change in your
address, and the Company shall be deemed to have compiled with any obligation to provide
you with notice by sending such notice to the address indicated below.
Companys Signature:
By:
I, the undersigned, hereby acknowledge receipt of a copy of the Scheme and the Israeli Annex and
accept the Options subject to all of the terms and provisions thereof. I have reviewed the Scheme,
the Israeli Annex and this Grant Notification Letter in its entirety, have had an opportunity to obtain
the advice of counsel prior to executing this Grant Notification Letter, and fully understand all
provisions of this Grant Notification Letter, I agree to notify the Company upon any change in the
residence address indicated above.
[Grantees full name & Signature]
H-21

EXHIBIT B
TERMS OF THE OPTION
Grantees name:
Date of Grant:
Designation:
Approved 102 Option:

Capital Gain Option (CGO)
k; or
Ordinary Income Option (OIO)
1.
Number of Options granted:
2.
Purchase Price:
3.
Vesting Dates:
Number of Options
4.
Unapproved 102 Option
3(i) Option
Vesting Date
Expiration Date:
Grantee
Company
H-22

EXHIBIT C
PROXY
The undersigned, as record holder of securities of The Trendlines Group Ltd. described below,
hereby irrevocably appoints the chairman of the Board, as my proxy to attend all shareholders
meetings and to vote, execute consents, and otherwise represent me with respect to exercised
shares (i.e options exercised into shares pursuant to The Trendlines Group Ltd. 2011 Global
Incentive Option Scheme in the same manner and with the same effect as if the undersigned were
personally present at any such meeting or voting such securities or personally acting on any
matters submitted to shareholders for approval or consent.
The Shares shall be voted by the proxy holder in the same proportion as the votes of the other
shareholders of the Company.
This proxy is made pursuant The Trendlines Group Ltd. 2011 Global Incentive Option Scheme
dated
, 2011.
This proxy is irrevocable as it may affect rights of third parties.
The irrevocable proxy will remain in full force and effect until the consummation of an IPO, upon
which it will terminate automatically.
NAME
DATE
SIGNATURE
H-23
APPENDIX I RULES OF THE TRENDLINES 2015 SHARE OPTION PLAN

2015 GLOBAL SHARE OPTION PLAN
1.
Definitions
As used herein capitalised terms shall have the meanings set forth in Annex A hereto,
unless the context clearly indicates to the contrary.
2.
The Plan
2.1
Purpose
The purpose and intent of the Plan is to advance the interests of the Company by affording
to selected employees and directors of the Company or Affiliated Companies, who have
contributed or will contribute to the growth and performance of the Company or its Affiliated
Companies, and who satisfy the eligibility criteria as set out in Section 4 below, an
opportunity to acquire a proprietary interest in the Company or to increase their proprietary
interest therein, as applicable, by the grant in their favour, of Options, thus providing such
Grantee an additional incentive to remain or retain employed or engaged by the Company
or Affiliated Company, as the case may be, and encouraging such Grantees sense of
proprietorship and stimulating his or her active interest in the success of the Company and
the Affiliated Company by which such Grantee is employed or engaged.
2.2
Effective Date and Term

The Plan shall become effective as of the day it was adopted by the Board, and shall
continue in effect until the earlier of: (a) its termination by the Board; or (b) the lapse of ten
(10) years from the date the Plan is adopted by the Board. The termination, discontinuance
or expiry of the Plan shall be without prejudice to the rights accrued to Options which have
been granted and accepted in accordance with the rules of the Plan, whether such Options
have been exercised (whether fully or partially) or not.
3.
Administration
3.1
This Plan and any Sub-Plans shall be administered by the Board or a Committee appointed
by the Board, in its absolute discretion subject to any applicable limitations imposed by the
Companies Law, and/or by any other applicable Law. The Committee shall have all of the
powers of the Board granted herein (in which event of such limitations, such Committee
may make recommendations to the Board). Subject to the above, the term Committee
whenever used herein, shall mean the Board or the Committee, as applicable.
3.2
Unless specifically required otherwise under applicable Mandatory Law (including, for the
avoidance of doubt, the Listing Manual) and subject to Section 3.4 below, the Committee
shall have sole and full discretion and authority, without the need to submit its
determinations or actions to the shareholders of the Company for their approval or
authorisation, to administer the Plan and any Sub-Plans and all actions related thereto,
including without limitation the performance, at any time and from time to time, of any and
all of the following:
3.2.1
the designation of Grantees;
I-1

3.2.2
the determination of the terms of each grant of Options (which need not be
identical), including without limitation the number of Options to be granted in favour
of each Grantee and the vesting schedule and the Exercise Price thereof and the
documents to be executed by the Grantee;
3.2.3
the determination of the applicable tax regimes to which the Options will be subject;
3.2.4
the determination of the terms and form of the Option Agreements (which need not
be identical), whether a general form or a specific form with respect to a certain
Grantee;
3.2.5
any other action and/or determination deemed by the Committee to be required or

advisable for the administration of the Plan and/or any Sub-Plan or Option
Agreement;
3.2.6
the determination of the Fair Market Value of the Shares, and the mechanism of
such determination;
3.2.7
the interpretation of the Plan, any Sub-Plans, and the Option Agreements; and
3.2.8
the adoption of Sub-Plans, including without limitation the determination, if the

Committee sees fit to so determine, that to the extent any terms of such Sub-Plan
are inconsistent with the terms of this Plan, the terms of such Sub-Plan shall prevail.
3.3
A Director who is a member of the Committee shall not be involved in its deliberation with
respect to Options to be granted to him.
3.4
Unless specifically required otherwise under applicable Mandatory Law (including, for the
avoidance of doubt, the Listing Manual), the Committee may, without shareholder approval,
amend, modify (including by adding new terms and rules), and/or cancel or terminate this
Plan, any Sub-Plans, and any Options granted under this Plan or any Sub-Plans, any of
their terms, and/or any rules, guidelines or policies relating thereto. Notwithstanding the
foregoing: (a) any modification or alteration which, in the opinion of the Committee, shall
adversely alter or modify the rights attached to any Option granted prior to such
modification or alteration may only be made with the consent in writing of such number of
Grantees who, if they exercised their Options in full, would thereby become entitled to not
less than three quarters (3/4) of the total number of Shares granted upon exercise in full of
all outstanding Options; (b) any modification or alteration which would be to the advantage
of Grantees under the Plan shall be subject to the prior approval of the Shareholders in
general meeting; (c) no modification or alteration shall be made without the prior approval
of the Sponsor or (if required) any other stock exchange on which the Shares are quoted;
and (d) any material amendments to the Plan or any Sub-Plans (but not the exercise of
discretion under the Plan or any Sub-Plans) shall be subject to shareholder approval to the
extent so required by applicable Mandatory Law (including, for the avoidance of doubt, the
Listing Manual).
For the purpose of this Section 3.4, the opinion of the Committee as to whether any
modification or alteration adversely alter or modify the rights attaching to any Option shall
be final and conclusive.
It shall be clarified that a written notice of any modification or alteration made in accordance
with this Section 3.4 shall be given to all Grantees.
I-2

3.5
The termination or cancellation of this Plan and/or any applicable Sub-Plan will not affect
the ability of the Committee to exercise its powers with respect to any then outstanding
Options granted prior to the date of such termination.
4.
Eligibility
4.1.
The persons eligible for participation in the Plan as Grantees include employees and
directors (including executive, non-executive and independent directors) of the Company or
any Affiliated Company (including persons who are responsible for or contribute to the
management, growth or profitability of, or who provide substantial services to, the Company
or any Affiliated Company). The Committee, in its sole discretion shall select from time to
time the individuals, from among the persons eligible to participate in the Plan, who shall
receive Options. In determining the persons in favour of whom Options are to be granted,
the number of Options to be granted thereto and the terms of such grants, the Committee
may take into account the nature of the services rendered by such person, his/her present
and future potential contribution to the Company or to the Affiliated Company by which
he/she is employed or engaged, and such other factors as the Committee in its discretion
shall deem relevant.
4.2.
Notwithstanding anything to the contrary, Controlling Shareholders and their Associates

who meet the eligibility criteria in Section 4.1 above shall be eligible to participate in the
Plan, provided that (a) the participation of; and (b) the terms of any Options to be granted
and the actual number of Options to be granted under the Plan, to a Grantee who is a
Controlling Shareholders or an Associate of a Controlling Shareholder, shall be approved by
the independent Shareholders in separate resolutions for each such person. The Company
will at such time provide the rational and justification for any proposal to grant the
Controlling Shareholder or his Associate any Options (including the rationale for any
discount to the market price, up to a maximum of 20%, if so proposed). Such Controlling
Shareholder and his Associate shall abstain from voting on the resolution in relation to their
participation in this Plan and the grant of Options to them.
4.3.
Shareholders who are eligible to participate in the Plan shall abstain from voting on any
resolution relating to the Plan (other than a resolution relating to the participation of, or
grant of options to, directors and employees of the Companys parent company and its
subsidiaries if applicable) including the following resolutions where applicable: (a)
implementation of the Plan; (b) discount quantum; and (c) participation by and option grant
to Controlling Shareholders and their Associates. The Companys parent company (and its
associates) and directors and employees of the Companys parent company (and its
subsidiaries), who are also Shareholders and are eligible to participate in the Plan, must
abstain from voting on any resolution relating to the participation of, or the grant of Options
to, directors and employees of the Companys parent company and its subsidiaries.
4.4.
Subject to any requirements of the SGX-ST and unless otherwise is required in order to
comply with the provisions of applicable Mandatory Law (including, for the avoidance of
doubt, the Listing Manual), the terms of eligibility for participation in the Plan may be
amended from time to time at the absolute discretion of the Committee, which would be
exercised judiciously.
I-3

5.
Option Pool and Maximum Entitlement

The Company shall at all times until the expiration or termination of this Plan keep reserved
a sufficient number of Shares to meet the requirements of this Plan (the Option Pool).
Any of such Shares which, as of the expiration or termination of this Plan, remain unissued
and not subject to outstanding Options, shall at such time cease to be reserved for the
purposes of this Plan. Should any Option for any reason expire or be cancelled prior to its
exercise or relinquishment in full, such Option may be returned to the pool of Options and
may again be granted under this Plan.
Notwithstanding anything to the contrary, the total number of Shares for which the
Committee may grant Options under this Plan at any date, when added to the number of
Shares issued and/or issuable in respect of: (a) all Options already granted under the Plan
and Sub-Plan; and (b) all options or awards granted under any other share option scheme
or share schemes then in force, shall not exceed 15% of the total issued share capital of
the Company (excluding treasury Shares) on the day immediately preceding the Date of
Grant of the Options.
The aggregate number of Shares reserved as Option Pool in respect of all Options granted
under the Plan available to Controlling Shareholders or Associates of the Controlling
Shareholders (including adjustments made in accordance with Section 12 below) shall not
exceed 5% of the Shares available under the Plan. The number of Shares reserved as
Option Pool in respect of all Options granted under the Plan available to each Controlling
Shareholder or Associate of the Controlling Shareholder (including adjustments made in
accordance with Section 12) shall also not exceed 1% of the Shares available under the
Plan.
6.
Grant of Options
6.1
The Options shall be granted for no consideration.
6.2
Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement.
6.3
Each Grantee shall be required to execute, in addition to the Option Agreement, any and all
other documents required by the Company or any Affiliated Company, whether before or
after the grant of the Options (including without limitation any customary documents and
undertakings towards a trustee, if any, and/or the tax authorities). Notwithstanding anything
to the contrary in this Plan or in any Sub-Plan, no Option shall be deemed granted unless
all documents required by the Company or any Affiliated Company to be signed by the
Grantee prior to or upon the grant of such Option, shall have been duly signed and delivered
to the Company or such Affiliated Company.
I-4

7.
Terms of Options
Option agreements between the Company and a Grantee will be in such form approved by
the Board, which may be a general form or a specific form with respect to a certain Grantee.
Unless otherwise determined by the Committee (which determination shall not require
shareholder approval, unless so required in order to comply with the provisions of
applicable Mandatory Law (including, for the avoidance of doubt, the Listing Manual)) and
provided accordingly in the applicable Option Agreement, such Option Agreement shall set
forth, by appropriate language, the number of Options granted thereunder and the
substance of all of the following provisions:
7.1
Exercise Price: The Exercise Price for each Grantee shall be as determined by the
Committee and specified in the applicable Option Agreement; provided, however, that: (i)
unless otherwise determined by the Committee (which determination shall not require
applicable Mandatory Law (including, for the avoidance of doubt, the Listing Manual)), the
Exercise Price shall be the Fair Market Value of the Shares on the Date of Grant; and (ii)
where the Exercise Price is set at a discount to the Fair Market Value of the Shares, the
maximum discount shall not exceed 20% of the Fair Market Value of the Shares (or such
other percentage or amount as may be determined by the Committee and permitted by the
Sponsor or (if required) any other stock exchange on which the Shares are quoted. Without
derogating from and in addition to the provisions of Section 18 of the Plan, the Exercise
Price shall be denominated in the currency of the primary economic environment of, at the
Companys discretion, either the Company or the Grantee (that is the functional currency of
the Company or the currency in which the Grantee is paid).
7.2
Vesting: Unless otherwise determined by the Committee with respect to any specific
Grantee and/or to any specific grant (which determination shall not require shareholder
approval unless so required in order to comply with the provisions of applicable Mandatory
Law (including, for the avoidance of doubt, the Listing Manual)) and provided accordingly
in the applicable Option Agreement, the Options shall vest (become exercisable) according
to the following three year vesting schedule as detailed below:
(i)
For Options granted with the Exercise Price set at a Fair Market Value (Option Not
Granted at a Discount):
Period of Grantees Continuous Service from the Start Date:

Upon the completion of a full twelve (12) months of
continuous Service
Upon the lapse of each full additional one (1) months of the
Grantees continuous Service thereafter, until all the Options are
vested (i.e. 100% of the grant will be vested after 3 years)
I-5
Portion of
Total Number
of Options
that becomes
Vested and
Exercisable
34%
2.75%

(ii)
Options granted with an Exercise Price set at a discount to the Fair Market Value
(Option Granted at a Discount):
Period of Grantees Continuous Service from the Start Date:

Upon the completion of a full twenty-four (24) months of
continuous Service
Upon the lapse of each full additional one (1) months of the
Grantees continuous Service thereafter, until all the Options are
vested (i.e. 100% of the grant will be vested after 3 years)
Portion of
Total Number
of Options
that becomes
Vested and
Exercisable
67%
2.75%
For the purposes hereof, the Start Date shall mean the Date of Grant, unless otherwise
determined by the Committee (which determination shall not require shareholder approval
unless so required in order to comply with the provisions of the Companies Law), and
provided accordingly in the applicable Option Agreement.
For the purposes hereof, the term Service means a Grantees employment or
engagement by the Company or an Affiliated Company. Service shall be deemed terminated
upon the effective date of the termination of the employment/engagement relationship. A
Grantees Service shall not be deemed terminated or interrupted solely as a result of a
change in the capacity in which the Grantee renders Service to the Company or an Affiliated
Company (i.e., as an employee, officer, director, consultant, etc.); nor shall it be deemed
terminated or interrupted due solely to a change in the identity of the specific entity (out of
the Company and its Affiliated Companies) to which the Grantee renders such Service,
provided that there is no actual interruption or termination of the continuous provision by the
Grantee of such Service to any of the Company and its Affiliated Companies. Furthermore,
a Grantees Service with the Company or Affiliated Company shall not be deemed
terminated or interrupted as a result of any military leave, sick leave, or other bona fide
leave of absence taken by the Grantee and approved by the Company or such Affiliated
Company by which the Grantee is employed or engaged, as applicable; provided, however,
that if any such leave exceeds ninety (90) days, then on the ninety-first (91st) day of such
leave the Grantees Service shall be deemed to have terminated unless the Grantees right
to return to Service with the Company or such Affiliated Company is secured by statute or
contract. Notwithstanding the foregoing, unless otherwise designated by the Company or
Affiliated Company, as the case may be, or required by Law, time spent in a leave of
absence shall not be treated as time spent providing Service for the purposes of calculating
accrued vesting rights under the vesting schedule of the Options. Without derogating from
the aforesaid, the Service of a Grantee to an Affiliated Company shall also be deemed
terminated in the event that such Affiliated Company for which the Grantee performs
Service ceases to fall within the definition of an Affiliated Company under this Plan,
effective as of the date said Affiliated Company ceases to be such. In all other cases in
which any doubt may arise regarding the termination of a Grantees Service or the effective
date of such termination, or the implications of absence from Service on vesting, the Board,
in its discretion, shall determine whether the Grantees Service has terminated and the
effective date of such termination and the implications, if any, on vesting.
I-6

The Committee shall be entitled, but not obliged, at its sole discretion, to accelerate, in
whole or in part, the vesting schedule of any Option, including, without limitation, in
connection with a Merger Transaction (as this terms is defined in Section 7.4.2 below).
7.3
Expiration Date: Unless expired earlier pursuant to either Section 7.4 or Section 9 below,
unexercised Options shall expire and terminate and become null and void upon the lapse
of ten (10) years from the Date of Grant (the Expiration Date).
7.4
Exercise Period:
7.4.1 Each Option shall be exercisable from the date upon which it becomes vested until the
Expiration Date of such Option (the Exercise Period).
7.4.2 Notwithstanding anything to the contrary contained in this Plan, in the event of a merger of
the Company with or into another corporation which the Company is not the surviving entity,
or the sale of all or substantially all the assets or the shares of the Company other than to
a wholly-owned subsidiary of the Parent Company or other than in the framework of a
corporate reorganisation (such merger or sale: a Merger Transaction), the surviving or
the acquiring entity, as the case may be, or its respective parent company or subsidiary (the
Successor Entity) may either assume the Companys rights and obligations under
outstanding Options or substitute the outstanding Options, as follows:
(a)
For purposes of this Section 7.4.2, the outstanding Options shall be deemed assumed
or substituted by the Successor Entity if, following the consummation of the Merger
Transaction, the outstanding Options confer the right to receive, for each share
underlying any outstanding Option immediately prior to the consummation of the
Merger Transaction, the same consideration (whether shares, cash or other securities
or property) to which an existing holder of a Share on the effective date of
consummation of the Merger Transaction was entitled; provided, however, that if the
consideration to which such existing holder is entitled comprises consideration other
than or in addition to securities of the Successor Entity, then the Committee may
determine, with the consent of the Successor Entity, that the consideration to be
received by the Grantees for their outstanding Options will comprise solely securities
of the Successor Entity equal in their market value to the per share consideration
received by the holders of Shares in the Merger Transaction.
(b)
In the event that the Successor Entity neither assumes nor substitutes all of the
outstanding Options of a Grantee, then such Grantee shall have a period of fifteen (15)
days (or if so decided by the Board, such longer period as the Committee may
determine in its sole discretion) from the date designated by the Company in a written
notice given to the Grantee (such date to be no earlier than the date upon which said
notice is delivered to the Grantee) to exercise his or her Vested Options.
(c)
All Options, whether vested or not, which are neither assumed or substituted by the
Successor Entity, nor exercised by the end of the said fifteen-day period, shall expire
effective as of the date of the consummation of the Merger Transaction, whereupon
they shall become null and void and shall no longer entitle the Grantee to any right in
or towards the Company or the Successor Entity.
I-7

7.5
Exercise Notice and Payment:

Vested Options may be exercised at one time or from time to time during the Exercise
Period, by giving a written notice of exercise (the Exercise Notice) to the Company, at
their principal offices, in accordance with the following terms, or such other procedures as
shall be determined from time to time by the Committee and notified in writing to the
Grantees:
7.6
(a)
The Exercise Notice must be signed by the Grantee and must be delivered to the
Company, prior to the termination of the Options, by certified or registered mail - return
receipt requested, or by personal delivery, with a copy delivered to the Chief Financial
Officer (or such other authorised representative) of the Affiliated Company with which
the Grantee is employed or engaged, if applicable.
(b)
The Exercise Notice will specify the number of Vested Options being exercised.
(c)
The Exercise Notice will be accompanied by payment in full of the Exercise Price for
the exercised Options and by such other representations and agreements as required
by the Company with respect to the Grantees investment intent regarding the
Exercised Shares. Payment will be made by personal check or cashiers check
payable to the order of the Company, or at the discretion of the Board, payment of such
other lawful consideration as the Committee may determine (such as, by way of
example, cashless exercise), provided however, that in case of payment by check, the
Options shall not be deemed exercised, and the Company shall not issue the
Exercised Shares in respect thereof, until the check shall have been fully and
irrevocably honoured by the bank on which it was drawn.
(d)
Its being clarified that other methods of exercise may be available for any specific
grant provided however such method has been approved by the Committee with
respect to a specific Grantee, in advance.
Conditions of Issuance
No Options shall be deemed exercised nor shall any Share be issued thereunder, until the
Company has been provided with confirmation by the applicable tax authorities or is
otherwise under a tax arrangement, which either: (a) waives or defers the tax withholding
obligation with respect to such exercise and issuance; or (b) confirms receipt of the
payment of all the tax due with respect to such exercise; or (c) confirms the conclusion of
another arrangement with the Grantee regarding the tax amounts, if any, that are to be
withheld by the Company or any Affiliated Company under Law with respect to such
exercise, and which arrangement is satisfactory to the Company. If such
confirmations/exemptions/arrangements are not available under the tax subjections of the
Grantee, the Company shall be entitled to require as a condition of issuance that the
Grantee remit an amount sufficient to satisfy all federal, state and other governmental
withholding tax requirements related thereto. A determination of the Companys counsel
that a withholding tax is required in connection with the exercise of Options shall be
conclusive for the purposes of this requirement condition.
Furthermore, notwithstanding any other provision of this Plan, the Company shall have no
obligation to issue or deliver Shares under the Plan unless the exercise of the Option and
the issuance and delivery of the underlying Shares comply with, and do not result in a
breach of, all applicable Laws, to the satisfaction of the Company in its sole discretion, and
I-8

have received, if deemed desirable by the Company, the approval of legal counsel for the
Company with respect to such compliance. The Company may further require the Grantee
to satisfy any qualifications that may be necessary or appropriate, to evidence compliance
with applicable Laws.
As a condition to the exercise of an Option, the Company may require, among other things,
that: (a) the Grantee represent and warrant at the time of any exercise that the underlying
Shares are being purchased only for investment and without any present intention to sell or
distribute such Shares, and make such other representations, warranties and covenants as
may be reasonably required to comply with applicable Laws; (b) a legend be stamped on
the certificates representing such underlying Shares indicating that they may not be
pledged, sold or otherwise transferred unless an opinion of legal counsel (acceptable by the
Companys counsel) stating that such transfer is not in violation of any applicable Law, is
provided; and/or (c) the Grantee execute and deliver to the Company such an agreement
as may be in use by the Company setting forth certain terms and conditions applicable to
the Shares.
8.
Transferability
8.1
The Options are not publicly traded.
8.2
Other than by will or Laws of descent, neither the Options nor any of the rights in connection
therewith shall be assignable, transferable, made subject to attachment, lien or
encumbrance of any kind, and the Grantee shall not grant with respect thereto any power
of attorney or transfer deed, whether valid immediately or in the future.
8.3
Following the exercise of Vested Options, the Exercised Shares shall be transferable;
provided, however, that Exercised Shares may be subject to applicable securities
regulations, a right of first refusal, one or more repurchase options, market stand-off
provisions, lock up periods and such other conditions and restrictions as may be included
in the Companys Articles, any shareholders agreement to which the holders of Shares are
bound, the Plan, any applicable Sub-Plan, the applicable Option Agreement, and/or any
conditions and restrictions included in the Companys Securities Law Compliance
Manual/Insider Trade Policy, or similar document, if any, all as determined by the
Committee in its discretion, provided however, that for as long as the Company is not
publicly traded, a Grantee shall not transfer any Exercised Shares, prior to the lapse of
twelve (12) months and one day from the date on which s/he exercised the Options. The
Company shall have the right to assign at any time any repurchase right or right of first
refusal it may have, whether or not such right is then exercisable, to one or more persons
as may be selected by the Company. Upon request by the Company, the Grantee shall
execute any agreement or document evidencing such transfer restrictions prior to the
receipt of Exercised Shares hereunder, and shall promptly present to the Company any and
all certificates representing Exercised Shares for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions.
The Grantee may transfer or sell only Exercised Shares, or any part thereof, to any third
party, provided that all of the following conditions have been met prior to such transfer: (a)
the transfer is made in accordance with and subject to the provisions of the Companys
Articles (including, without limitation, any rights of first refusal provided therein, if any); and
(b) the transferee confirmed in writing its acceptance of the terms and conditions of the
Plan, any applicable Sub-Plan and the applicable Option Agreement with respect to the
Exercised Shares being transferred, instead of the Grantee, to the satisfaction of the
I-9

Committee (including the execution of the proxy referred to in Section 10.2 below); and (c)
actual payment of all taxes required to be paid upon such sale and transfer of the Exercised
Shares has been made to the tax assessor, and the trustee (if applicable) received
confirmation from the tax assessor that all taxes required to be paid upon such sale and
transfer have been paid.
Any transfer that is not made in accordance with the Plan, any applicable Sub-Plan or the
applicable Option Agreement shall be null and void.
8.4
No transfer of an Exercised Share or Option by the Grantee by will or by the Laws of

descent shall be effective against the Company, unless and until: (a) the Company shall
have been furnished with written notice thereof, accompanied by an authenticated copy of
probate of a will together with the will or inheritance order and/or such other evidence as
the Committee may deem necessary to establish the validity of the transfer; and (b) the
contemplated transferee(s) shall have confirmed to the Company in writing its acceptance
of the terms and conditions of the Plan, any applicable Sub-Plan and Option Agreement,
with respect to the Exercised Share or Options being transferred, to the satisfaction of the
Board.
9.
Termination of Options and Repurchase of Exercised Shares
9.1
Notwithstanding anything to the contrary, any Option granted in favour of any Grantee but
not exercised by such Grantee within the Exercise Period and in strict accordance with the
terms of the Plan, any applicable Sub-Plan and the applicable Option Agreement, shall,
upon the lapse of the Exercise Period, immediately expire and terminate and become null
and void.
9.2
Upon the termination of a Grantees Service, for any reason whatsoever, any Options
granted in favour of such Grantee which are not Vested Options, shall immediately expire
and terminate and become null and void.
9.3
Additionally, in the event of the termination of a Grantees Service for Cause, (a) all of such
Grantees Vested Options shall also, upon such termination for Cause, immediately expire
and terminate and become null and void; and (b) any and all of such Grantees Exercised
Shares shall be subject to the Companys Repurchase Right, as described below.
For the purposes hereof the term Cause shall mean: (a) the conviction of the Grantee for
any felony involving moral turpitude or affecting the Company or any Affiliated Company; (b)
the embezzlement of funds of the Company or any Affiliated Company; (c) any breach of the
Grantees fiduciary duties or duties of care towards the Company or any Affiliated Company
(including without limitation any disclosure of confidential information of the Company or
any Affiliated Company or any breach of a non-competition undertaking); (d) any conduct
in bad faith reasonably determined by the Committee to be materially detrimental to the
Company or, with respect to any Affiliated Company, reasonably determined by the
Committee of Directors of such Affiliated Company to be materially detrimental to either the
Company or such Affiliated Company; or (e) any other event classified under any applicable
agreement between the Grantee and the Company or the Affiliated Company, as applicable,
as a Cause for termination or by other language of similar substance.
The Companys Repurchase Right shall be as follows: If any Grantees Service is
terminated by the Company for Cause, then, within one hundred and eighty (180) days after
such termination, the Company shall have the right, but not the obligation, to repurchase
I-10

from the Grantee, or his or her legal representative, as the case may be, all or part of the
Shares s/he exercised pursuant to the Options, if any. The Repurchase Right shall be
exercised by the Company by giving the Grantee, or his/her legal representative written
notice, within said one hundred and eighty (180) days, of its intention to exercise the
Repurchase Right, indicating the number of such Exercised Shares to be repurchased and
the date on which the repurchase is to be effected, and shall pay the Grantee for each such
Exercised Share being repurchased, an amount equal to the price originally paid by the
Grantee for such Exercised Shares, subject to adjustments as provided in Section 12
below. The certificate(s) representing such Exercised Shares to be repurchased shall, prior
to the close of business on the date specified for the repurchase, be delivered to the
Company together with a duly endorsed share assignment certificate. Payment shall be
made in cash, cash equivalents, or in any other way of payment allowed under any
applicable Law, and authorised by the Board. Concurrently with the exercise of the
Repurchase Right, if exercised, the Grantee (or the holder of the Exercised Shares so
repurchased) shall no longer have any rights as a holder of such repurchased Exercised
Shares. Such repurchased Exercised Shares shall be deemed to have been repurchased,
whether or not the certificate(s) therefore have been delivered. If the Grantee fails to deliver
such share certificate(s), the Company shall be entitled to take such action as may be
necessary to remove the requisite number of Shares registered in the name of the Grantee
from the books and records of the Company. The Repurchase Right shall be in addition to
any and all other rights and remedies available to the Company.
In the event that the Company shall be prohibited, on account of any applicable Mandatory
Law (including, for the avoidance of doubt, the Listing Manual), from repurchasing
Exercised Shares, the Company may assign the Repurchase Right to its wholly owned
subsidiary, or if the same is not possible on account of any applicable Law, to all of the
shareholders of the Company at the time of the exercise of said right (excluding other
shareholders pursuant to the exercise of Options), on a pro-rata, as converted basis, all
under the same terms and conditions set forth in this Plan, in which event the Company
shall inform the Grantee of the identity of the particular assignee in the Companys notice,
and the provisions of this Section regarding the Company shall apply to such assignee(s),
mutatis mutandis.
In the event that at the time the Company wishes to exercise its Repurchase Right, the
Grantee does not own a sufficient number of Exercised Shares to satisfy the Companys
Repurchase Right, in addition to performing any obligations necessary to satisfy the
Companys Repurchase Right, the Company may require the Grantee to deliver to the
Company, for each Exercised Share that is the subject of the Repurchase Right and is not
available for repurchase as it has been sold or transferred, an aggregate cash amount,
equal to the difference between the Fair Market Value of each such missing Share and the
price originally paid by the Grantee to the Company for each such Exercised Share, as
adjusted.
9.4
Unless otherwise determined by the Committee (which determination shall not require
applicable Mandatory Law (including, for the avoidance of doubt, the Listing Manual)),
following termination of Grantees Service other than for Cause, the Expiration Date of such
Grantees Vested Options shall be deemed the earlier of: (a) the Expiration Date of such
Vested Options as was in effect immediately prior to such termination; or (b) three (3)
calendar months following the date of such termination or, if such termination is the result
of death or disability of the Grantee, twelve (12) calendar months from the date of such
termination.
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9.5
Notwithstanding anything to the contrary herein, upon the issuance of a court order
declaring the bankruptcy of a Grantee, or the appointment of a receiver or a provisional
receiver for a Grantee over all of his assets, or any material part thereof, or upon making
a general assignment for the benefit of his creditors, any outstanding Options issued in
favour of such Grantee (whether vested or not) shall immediately expire and terminate and
become null and void and shall entitle neither the Grantee nor the Grantees receiver,
successors, creditors or assignees to any right in or towards the Company or any Affiliated
Company in connection with the same, and all interests and rights of the Grantee or the
Grantees receiver, successors, creditors or assignees in and to the same, shall expire.
10.
Rights as Shareholder, Voting Rights, Dividends and Bonus Shares
10.1 It is hereby clarified that a Grantee shall not, by virtue of this Plan, any applicable Sub-Plan
or the applicable Option Agreement or any Option granted to the Grantee, have any of the
rights or privileges of a shareholder with respect to the Shares underlying the Options, until
the Options have been exercised and the Exercised Shares issued in the Grantees name.
In addition, the Grantee shall not be deemed to be a class of shareholders or creditors of
the Company for the purpose of all applicable Law, including for purpose of the operation
of sections 350 and 351 of the Companies Law or any successor to such section until
registration of the Grantee as holder of such Shares in the Companys register of
shareholders upon exercise of the Option in accordance with the provisions of the Plan.
10.2 Shares allotted and issued upon the exercise of an Option shall be subject to all provisions
of the Companys Articles and shall rank pari passu in all respects with the then existing
issued Shares in the capital of the Company except for any dividends, rights, allotments or
other distributions, the Record Date for which is prior to the date such Option is exercised.
10.3 Notwithstanding anything to the contrary herein or in the Companys Articles, none of the
Grantees shall have (and they hereby waive the right to have), any pre-emptive rights to
purchase, along with the other shareholders in the Company, a pro rata portion of any
securities proposed to be offered by the Company prior to the offering thereof to any third
party or any rights of first refusal to purchase any securities of the Company offered by the
other shareholders of the Company.
10.4 Cash dividends paid or distributed, if any, with respect to the Exercised Shares shall be
remitted directly to the Grantee who is entitled to the Exercised Shares for which the
dividends are being paid or distributed, subject to any applicable taxation on such
distribution of dividend, and the withholding thereof.
10.5 All bonus shares to be issued by the Company, if any, with regard to the Exercised Shares
held by a trustee, if any, shall be registered in the name of such trustee and all provisions
applying to such Exercised Shares, shall apply to the bonus shares issued by virtue thereof,
mutatis mutandis.
10.6 Shares which are allotted on the exercise of an Option by a Grantee shall be issued, as the
Grantee may elect, in the name of CDP to the credit of the securities account of the Grantee
maintained with CDP or the Grantees securities sub-account with a CDP Depository Agent
unless otherwise required under any Sub-Plan.
I-12

11.
Liquidation
In the event that the Company is liquidated or dissolved while unexercised Options remain
outstanding under the Plan, then all or part of such outstanding Options may be exercised
in full by the Grantees as of immediately prior to the effective date of such liquidation or
dissolution of the Company, without regard to the vesting terms thereof.
12.
Adjustments and Alterations
12.1 If a variation in the issued share capital of the Company, whether by way of a share split,
reverse share split, combination or reclassification of the Shares, rights issue, capital
reduction, sub-division or consolidation, as well as for any distribution of bonus shares,
should take place, then:
(a)
the Exercise Price for the Options, class and/or number of Shares comprised in the
Options to the extent unexercised and the rights attached thereto; and/or
(b)
the class and/or number of Shares in respect of which additional Options may be
granted to persons eligible for participation in the Plan,
may be adjusted in such manner as the Committee may determine to be appropriate, whose
determination in that respect shall be final, binding and conclusive.
All provisions applying to the Exercised Shares shall apply to all Shares received as a result
of an adjustment as described above.
For avoidance of doubt, no adjustment shall be made by virtue of: (a) the distribution, if any,
of any cash or similar dividend; and (b) issue of securities as consideration for an
acquisition.
12.2 Notwithstanding the provisions of Section 12.1 above, no such adjustment shall be made:
(a) if as a result, the Grantee receives a benefit that a Shareholder does not receive; and
(b) unless the Committee, after considering all relevant circumstances, considers it
equitable to do so.
12.3 Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
the Companys auditors (acting only as experts and not as arbitrators) to be in their opinion,
fair and reasonable.
13.
No Interference
Neither the Plan nor any applicable Sub-Plan or Option Agreement shall affect, in any way,
the rights or powers of the Company or its shareholders to make or to authorise any sale,
transfer or change whatsoever in all or any part of the Companys assets, obligations or
business, or any other business, commercial or corporate act or proceeding, whether of a
similar character or otherwise; any adjustments, recapitalisations, reorganisations or other
changes in the Companys capital structure or business; any merger or consolidation of the
Company; any issue of bonds, debentures, shares (including preferred or prior preference
shares ahead of or affecting the existing shares of the Company including the shares into
which the Options granted hereunder are exercisable or the Exercised Shares or the rights
thereof, etc.); or the dissolution or liquidation of the Company; and none of the above acts
I-13

or authorisations shall entitle the Grantee to any right or remedy, including without
limitation, any right of compensation for any dilution resulting from any issuance of any
shares or of any other securities in the Company to any person or entity whatsoever.
14.
No Employment/Engagement/Continuance of Service Obligations

Nothing in the Plan, in any applicable Sub-Plan or Option Agreements, or in any Option
granted hereunder shall be construed as guaranteeing the Grantees continuous
employment, engagement or service with the Company or any Affiliated Company, and no
obligation of the Company or any Affiliated Company as to the length of the Grantees
employment, engagement or service shall be implied by the same. The Company and its
Affiliated Companies reserve the right to terminate the employment, engagement or service
of any Grantee pursuant to such Grantees terms of employment, engagement or service
and any Law.
15.
No Representation
The Company does not and shall not, through this Plan, any applicable Sub-Plan or the
applicable Option Agreement, make any representation towards any Grantee with respect
to the Company, its business, its value or either its shares in general or the Exercised
Shares in particular.
Each Grantee, upon entering into the applicable Option Agreement, shall represent and
warrant toward the Company that his/her consent to the grant of the Options issued in
his/her favour and the exercise (if so exercised) thereof, neither is nor shall be made, in any
respect, upon the basis of any representation or warranty made by the Company or by any
of its directors, officers, shareholders or employees, and is and shall be made based only
upon his/her examination and expectations of the Company, on an as is basis. Each
Grantee shall waive any claim whatsoever of non-conformity of any kind, and any other
cause of action or claim of any kind with respect to the Options and/or their underlying
Shares.
16.
Tax Consequences
16.1 Any and all tax and/or other mandatory payment consequences arising from the grant or
exercise of any Option, the payment for or the transfer of the Exercised Shares to the
Grantee, or the sale of the Exercised Shares by the Grantee, or from any other event or act
in connection therewith (including without limitation, in the event that the Options do not
qualify under the tax classification/tax track in which they were intended) (whether of the
Company, any Affiliated Company, a trustee, if applicable, or the Grantee), shall be borne
solely by the Grantee.
16.2 The Company, any Affiliated Company and a trustee, if applicable, may each withhold
(including at source), deduct and/or set-off, from any payment made to the Grantee, the
amount of the tax and/or other mandatory payment the withholding of which is required with
respect to the Options and/or the Exercised Shares under any applicable Law. The
Company or an Affiliated Company may require the Grantee, through payroll withholding,
cash payment or otherwise, to make adequate provision for any such tax withholding
obligations of the Company, Affiliated Company or a trustee, if applicable, arising in
connection with the Options or the Exercised Shares. Without derogating from the
aforesaid, each Grantee shall provide the Company and/or any applicable Affiliated
I-14

Company with any executed documents, certificates and/or forms that may be required
from time to time by the Company or such Affiliated Company in order to determine and/or
establish the tax liability of such Grantee.
16.3 Furthermore, each Grantee shall indemnify the Company, any applicable Affiliated
Company and a trustee, if applicable, or any one thereof, and hold them harmless from and
against any and all liability in relation with any such tax and/or other mandatory payments
or interest or penalty thereon, including without limitation, liabilities relating to the necessity
to withhold, or to have withheld, any such tax and/or other mandatory payments from any
payment made to the Grantee.
17.
Non-Exclusivity of the Plan

The adoption by the Committee of this Plan and any Sub-Plans shall not be construed as
amending, modifying or rescinding any previously approved incentive arrangements, or as
creating any limitations on the power of the Committee to adopt such other incentive
arrangements as it may deem desirable, including without limitation the grant of options for
shares in the Company otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.
18.
Currency Exchange Rates

Except as otherwise determined by the Board, all monetary values with respect to Options
granted pursuant to this Plan, including without limitation the Fair Market Value and the
Exercise Price of each Option, shall be stated in United States Dollars. In the event that the
Exercise Price is in fact to be paid in New Israeli Shekels, the conversion rate shall be the
last known representative rate of the US Dollar to the New Israeli Shekels on the date of
payment.
19.
Disclosure in Annual Report

The Company shall make the following disclosure in its annual report:
(a)
The names of the members of the Committee;
(b)
The information required in the table below for the following Grantees (which for the
avoidance of doubt, shall include Grantees who have exercised all their Options in any
particular financial year):
(i)
Grantees who are Directors of the Company; and
(ii)
Grantees who are Controlling Shareholders of the Company and their

Associates; and
I-15

(iii) Grantees other than those in (i) and (ii) above, who receive 5% or more of the
total number of Options available under the Plan:
Name of Participant
(c)
(d)
Options
granted
during
financial
year under
review
(including
terms)
Aggregate
Aggregate
Aggregate
Options
Options
Options
granted since exercised since
commencement commencement outstanding
as at end
of the Plan to
of the Plan to
end of financial end of financial of financial
year under
year under
year under
review
review
review
in respect of Options granted to directors and employees of the parent company and
its subsidiaries:
(i)
the names of any number and terms of Options granted to each director or
employee of the parent company and its subsidiaries who receives 5% or more
of the total number of Options available to all directors and employees of the
parent company and its subsidiaries under the scheme, during the financial year
under review; and
(ii)
the aggregate number of Options granted to the directors and employees of the
parent company and its subsidiaries for the financial year under review, and since
the commencement of the Plan to the end of the financial year under review,
the number and proportion of Options granted at the following discounts to Fair Market
Value in the financial year under review:
(i)
Options granted at up to 10% discount; and
(ii)
Options granted at between 10% to 20% discount.
Provided that if any of the above requirements is not applicable, an appropriate negative
statement must be included.
20.
Condition of Option
Every Option shall be subject to the condition that no Shares shall be issued pursuant to the
exercise of an Option if such issue would be contrary to the constitutive documents of the
Company or any law or enactment, or any rules or regulations of any legislative or
non-legislative governing body for the time being in force in Singapore or any other relevant
country.
21.
Governing Law
The Plan shall be governed by, and construed in accordance with, the laws of the State of
Israel. The Grantees, by accepting Options in accordance with the Plan, and the Company
submit to the exclusive jurisdiction of the courts of the State of Israel.
I-16

ANNEX A
Capitalised Terms used in The Trendlines Group Ltd. 2015 Global Share Option Plan, shall have
the meanings set forth below:
1.1.
Affiliated Company(ies) means any present or future entity (a) which is a subsidiary of
the Company; or (b) which is an associated company (that is, a company in which at least
20% but not more than 50% of its shares are held by the Company or the Companys
subsidiaries) over which the Company has control but which does not include any present
or future portfolio companies of the Group.
1.2.
Articles means the articles of association of the Company.
1.3.
Associate Has the meaning assigned to it by the Listing Manual, as amended or

supplemented from time to time.
1.4.
Board means the Board of Directors of the Company.
1.5.
Catalist means the Catalist Board of the Singapore Exchange Securities Trading Ltd.
1.6.
Cause as defined in Section 9.3 of the Plan.
1.7.
CDP The Central Depository (Pte) Limited.
1.8.
Company The Trendlines Group Ltd.
1.9.
Controlling Shareholder A shareholder exercising control over the Company and

unless rebutted, a person who controls directly or indirectly 15% or more of the Companys
issued share capital shall be presumed to be a Controlling Shareholders for the purposed
of this Plan.
1.10. Committee The remuneration committee of the Company or such other committee
comprising directors of the Company duly authorised and appointed by the Board to
administer this Plan.
1.11. Companies Law the State of Israels Companies Law, 5759 1999, as amended from
time to time, and the rules and regulations promulgated thereunder.
1.12. Date of Grant the date determined by the Committee to be the effective date of the grant
of Options to a Grantee, or, if the Committee has not determined such effective date, the
date of the resolution of the Committee approving the grant of such Options. Provided,
however, that the Date of Grant shall not occur prior to the date on which the Company has
obtained all approvals required in connection with the grant of such Options, including
without limitation, where applicable, an approval by the applicable stock exchange with
respect to the listing of the Exercised Shares for trading at such a stock exchange.
1.13. Exercise Notice as defined in Section 7.5 of the Plan.
1.14. Exercise Period as defined in Section 7.4 of the Plan.
1.15. Exercise Price the price to be paid for the exercise of each Option.
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1.16. Exercised Shares the Shares that are issued upon the exercise of the Options.
1.17. Expiration Date as defined in Section 7.3 of the Plan.
1.18. Fair Market Value means as of any date, the value of a Share determined as follows:
(i)
If the Shares are listed on the SGX-ST: a price equal to the average of the last dealt
prices for the Shares on Catalist over the five consecutive trading days immediately
preceding the Date of Grant of the Option, as determined by the Committee by
reference to the daily official list or any other publication published by the SGX-ST,
rounded to the nearest whole cent in the event of fractional prices. In relation to
Options granted before the listing of the Company on the Catalist Board of the SGX-ST
the Fair Market Value shall be the Placement Price;
(ii)
In the event the Company is no longer listed on Catalist or any other relevant stock
exchange or trading in the Shares of Catalist or such stock exchange is suspended for
any reason for 12 days or more, but the Shares are listed on any other established
stock exchange or a national market system, including without limitation the Tel-Aviv
Stock Exchange, the NASDAQ National Market System or the NASDAQ SmallCap
Market, the Fair Market Value shall be the last reported sale price for such Shares (or
the highest closing bid, if no sales were reported), as quoted on such exchange or
system for the last market trading day prior to time of determination, as reported in The
Wall Street Journal, or such other source as the Committee deems reliable;
(iii) If the Company is no longer listed on Catalist or any other relevant stock exchange or
trading in the Shares of Catalist or such stock exchange is suspended for any reason
for 12 days or more but the Shares are regularly quoted by one or more recognised
securities dealers, and selling prices are not reported, the Fair Market Value shall be
the mean between the highest bid and lowest asked prices for the Shares on the last
market trading day prior to the day of determination; or
(iv) In the absence of an established market for the Shares, the Fair Market Value thereof
shall be determined in good faith by the Board.
1.19. Grantee a person or entity to whom Options are granted.
1.20. Law federal, state and/or foreign, laws, rules and/or regulations and/or rules,
regulations, guidelines and/or requirements of any relevant securities and exchange and/or
tax commission and/or authority and/or any relevant stock exchange or quotations systems,
including, for avoidance of doubt, the Listing Manual.
1.21. Listing Manual Section B of the Listing Manual of the SGX-ST, as amended or
supplemented from time to time.
1.22. Mandatory Law provisions of Law which may not be contrarily addressed or regulated
by the determination and/or consent of the Company and/or other parties.
1.23. Merger Transaction as defined in Section 7.4 of the Plan.
1.24. Old Option Plan The 2011 Global Incentive Option Scheme.
1.25. Old Options the share options granted pursuant to the Old Option Plan.
I-18

1.26. Option(s) an option(s) granted within the framework of this Plan, each of which imparts
the right to purchase one Share.
1.27. Option Agreement(s) with respect to any Grantee a written option agreement or
written instrument, executed by and between the Company and the Grantee, which shall set
forth the terms and conditions with respect to the Options.
1.28. Placement Price means S$0.33 for each Share that was the subject of the Companys
placement of its Shares pursuant to the Offer Document dated 16 November lodged with
SGX-ST.
1.29. Plan this Companys 2015 Global Share Option Plan, as may be amended from time to
time as set forth herein.
1.30. Repurchase Right as defined in Section 9.3 of the Plan.
1.31. Record Date the date as at the close of business on which the Shareholders must be
registered in order to participate in any dividends, rights, allotments or other distributions.
1.32. Service as defined in Section 7.2 of the Plan.
1.33. SGX-ST Singapore Exchange Securities Trading Limited.
1.34. Share(s) Ordinary Share(s) of the Company, par value of NIS 0.01 each, to which,
subject to the provisions herein, are attached the rights specified in the Companys Articles,
as may be amended from time to time.
1.35. Sponsor The sponsor appointed by the Company in accordance with the Listing
Manual, for such time as the Company remains listed in the Catalist Board of the SGX-ST.
1.36. Start Date as defined in Section 7.2 of the Plan.
1.37. Sub-Plan(s) any supplements or sub-plans to the Plan adopted by the Board, applicable
to Grantees employed in a certain country or region or subject to the laws of a certain
country or region, as deemed by the Committee to be necessary or desirable to comply with
the laws of such region or country, or to accommodate the tax policy or custom thereof,
which, if and to the extent applicable to any particular Grantee, shall constitute an integral
part of the Plan.
1.38. Successor Entity as defined in Section 7.4 of the Plan.
1.39. Vested Option(s) that portion of the Options which the Grantee is entitled to exercise
in accordance with the provisions of Section 7.2 of the Plan or, if inconsistent with the
provisions of Section 7.2 of the Plan the provisions of the Option Agreement of such
Grantee.
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APPENDIX J RULES OF THE SUB-PLAN

2015 GLOBAL SHARE OPTION PLAN
Sub-Plan for Grantees Subject to Israeli Taxation
This Sub-Plan (Sub-Plan) to The Trendlines Group Ltd. 2015 Global Share Option Plan (the
Plan) is hereby established effective 26 November 2015.
1.
Definitions
As used herein, the following terms shall have the meanings hereinafter set forth, unless
the context clearly indicates to the contrary. Any capitalised term used herein which is not
specifically defined in this Sub-Plan shall have the meaning set forth in the Plan.
1.1.
102 Capital Gains Track means the tax alternative set forth in Section 102(b)(2) of the
Ordinance pursuant to which income resulting from the sale of Shares derived from 102
Trustee Options is taxed as a capital gain.
1.2.
102 Non-Trustee Option means an Option granted not through a Trustee in accordance
with and pursuant to Section 102.
1.3.
102 Ordinary Income Track means the tax alternative set forth in Section 102(b)(1) of the
Ordinance pursuant to which income resulting from the sale of Shares derived from 102
Trustee Options is taxed as ordinary income.
1.4.
102 Trustee Option means an Option granted through a Trustee in accordance with and
pursuant to Section 102.
1.5.
3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance.
1.6.
Affiliated Company for purposes of eligibility under the Sub-Plan shall have the meaning
of the term in the Plan, provided however that any affiliated entity shall be an employing
company within the meaning of such term in Section 102 of the Ordinance.
1.7.
Board shall have the meaning ascribed to it in the Plan.
1.8.
Controlling Shareholder means the holder, directly or indirectly, by himself or together

with a relative (as defined in the Ordinance) of: (i) 10% or more of the issued shares or
voting power of the Company, (ii) the right to hold or purchase 10% or more of the
outstanding equity or voting power, (iv) the right to obtain 10% or more of the profits of the
Company (as defined in the Ordinance), or (v) the right to appoint a director of the Company
or any other meaning ascribed to such term in Section 32(9) of the Ordinance.
1.9.
Committee The remuneration committee of the Company or such other committee

comprising directors of the Company duly authorised and appointed by the Board to
administer this Sub-Plan.
1.10. Election means the election by the Company, with respect to grant of 102 Trustee
Options, of either one of the following tax tracks: (i) Capital Gains Tax Track; or (ii)
Ordinary Income Tax Track, as provided in and in accordance with Section 102, and
Elected shall be construed accordingly.
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1.11. Eligible 102 Grantees means employees or officers of the company which are not
classified as Controlling Shareholders, before the allocation of the options and/or after such
allocation.
1.12. Exercised Price shall have the meaning ascribed to it in the Plan.
1.13. Exercised Shares shall have the meaning ascribed to it in the Plan.
1.14. Fair Market Value means, solely for the purposes of 102 Trustee Options, if and to the
extent Section 102 prescribes a specific mechanism for determining the fair market value
of the Exercised Shares, then notwithstanding the definition in the Plan, the fair market
value of 102 Trustee Options shall be as prescribed in Section 102, if applicable.
1.15. Israeli Grantees is as defined in Section 2.1 hereinbelow.
1.16. Israeli Option Agreement is as defined in Section 3 herein below.
1.17. ITA means the Israel Tax Authority.
1.18. Law shall have the meaning ascribed to it in the Plan.
1.19. Listing Manual shall have the meaning ascribed to it in the Plan.
1.20. Mandatory Law shall have the meaning ascribed to it in the Plan.
1.21. Option(s) shall have the meaning ascribed to it in the Plan.
1.22. Ordinance means the Israeli Income Tax Ordinance [New Version], 1961, and the rules
and regulations promulgated thereunder, as are in effect from time to time, and any similar
successor rules and regulations.
1.23. Restricted Period is as defined in Section 4.3 hereinbelow.
1.24. Required Minimum Trust Period means two years or any other minimum trust period that
shall be determined pursuant to Section 102.
1.25. Rules means the Income Tax Rules (Tax benefits in Stock Issuance to Employees)
5763-2003.
1.26. Section 102 means Section 102 of the Ordinance and the rules and regulations
promulgated thereunder, as are in effect from time to time, and any similar successor rules
and regulations.
1.27. Trust Agreement means agreement entered into between the Company and the Trustee
with respect to the grant of Options.
1.28. Trustee means the trustee designated or replaced by the Company and/or applicable
Affiliated Company for the purposes of the Plan and approved by the ITA, all in accordance
with the provisions of Section 102.
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2.
General
2.1
The purpose of this Sub-Plan is to establish certain rules and limitations applicable to
Options granted to Grantees, the grant of Options to whom (or the exercise thereof by
whom) are subject to taxation by the Israeli Income Tax (Israeli Grantees), in order that
such Options may comply with the requirements of Israeli law, including, if applicable,
Section 102.
2.2
The Plan and this Sub-Plan are complementary to each other and shall be read and deemed
as one. In the event of any contradiction, whether explicit or implied, between the provisions
of this Sub-Plan and the Plan, the provisions of this Sub-Plan shall prevail with respect to
Options granted to Israeli Grantees. unless the provisions are in contradiction to any
applicable Law, Mandatory Law (including, for the avoidance of doubt, the Listing Manual)
provided however, that notwithstanding the foregoing, the provisions of section 102 shall in
any event prevail in the event of any contradiction or inconsistency.
2.3
Options may be granted under this Sub-Plan in one of the following tax tracks, at the
Companys discretion and subject to applicable restrictions or limitations as provided in
applicable Law including without limitation any applicable restrictions and limitations in
Section 102 regarding the eligibility of Israeli Grantees to each of the following tax tracks,
based on their capacity and relationship towards the Company:
(i)
102 Trustee Options in such tax track as determined in accordance with the Election;
or
(ii)
102 Non-Trustee Options; or
(iii) 3(i) Options.

For avoidance of doubt, the designation of the Options to any of the above tax tracks shall
be subject to the terms and conditions set forth in Section 102.
3.
Administration
Without derogating from the powers and authorities of the Board as detailed in the Plan, the
Committee shall have the sole and full discretion and authority, without the need to submit
its determinations or actions to the shareholders of the Company for their approval or
authorisation, unless such approval is required to comply with applicable Mandatory Law
(including, for the avoidance of doubt, the Listing Manual), to administer this Sub-Plan and
to take all actions related hereto and to such administration, including without limitation the
performance, from time to time and at any time, of any and all of the following:
(a)
the determination of the specific tax track (as described in Section 2.3 above) in which
the Options are to be issued;
(b)
the Election;
(c)
the appointment of the Trustee;
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(d)
the adoption of forms of Option Agreements to be applied with respect to Israeli

Grantees (the Israeli Option Agreement), incorporating and reflecting, inter alia,
relevant provisions regarding the grant of Options in accordance with this Sub-Plan,
and the amendment or modification from time to time of the terms of such Israeli
Option Agreements.
Subject to the above, the term Committee whenever used herein, shall mean the Board
or the Committee, as applicable.
4.
102 Trustee Options
4.1
Grant in the Name of Trustee:

Notwithstanding anything to the contrary in the Plan, 102 Trustee Options granted
hereunder shall be granted to, and the Exercised Shares issued pursuant thereto and all
rights attached thereto (including bonus shares), issued to, the Trustee, and all such
options and shares shall be registered in the name of the Trustee, who shall hold them in
trust until such time as they are released by the transfer or sale thereof by the Trustee. In
case the requirements of Section 102 for 102 Trustee Options are not met, then the 102
Trustee Options may be regarded as 102 Non-Trustee Option, all in accordance with the
provisions of Section 102. Notwithstanding anything to the contrary in the Plan, the Date of
Grant of a 102 Trustee Option shall be the date determined by the Committee to be the
effective date of the grant of the 102 Trustee Options to an Israeli Grantee, or, if the
Committee has not determined such effective date, the date of the resolution of the
Committee approving the grant of such Options, which in the case of 102 Trustee Options
shall not be before the lapse of 30 days (or such other period which may be determined by
the Ordinance from time to time) from the date upon which the Plan is first submitted to the
relevant Israeli Tax Authorities.
4.2
Exercise of Vested 102 Trustee Options:

Unless other procedures shall be determined from time to time by the Committee and
notified to the Israeli Grantees, the mechanism of exercising vested 102 Trustee Options
shall be in accordance with the provisions of the Plan, except that any notice of exercise of
102 Trustee Options shall be made in such form and method in compliance with the
provisions of Section 102 and shall also be delivered in copy to the authorised
representative of the Affiliated Company with which the Israeli Grantee is employed and/or
engaged, if applicable, and to the Trustee. For avoidance of doubt, the exercise of vested
102 Trustee Options shall also be subject to the vesting schedule in Section 7.2 and the
restrictions in Sections 7.2(i) and (ii) of the Plan.
4.3
Restrictions on Transfer:
(a)
102 Trustee Options and the Exercised Shares issued pursuant to the exercise
thereof, and all rights attached thereto (including bonus shares), shall be held by the
Trustee for such period of time as required by the provisions of Section 102 applicable
to Options granted through a Trustee in the applicable tax track, as per the Election
(the Restricted Period).
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4.4
(b)
Subject to the provisions of Section 102 and any rules or regulation or orders or
procedures promulgated thereunder, the Israeli Grantee shall provide the Company
and the Trustee with a written undertaking and confirmation under which the Israeli
Grantee confirms that s/he is aware of the provisions of Section 102 and the Elected
tax track and agrees to the provisions of the Trust Agreement between the Company
and the Trustee, and undertakes not to release, by sale or transfer, the 102 Trustee
Options, and the Exercised Shares issued pursuant to the exercise thereof, and all
rights attached thereto (including bonus shares) prior to the lapse of the Restricted
Period. The Israeli Grantee shall not be entitled to sell or release from trust the 102
Trustee Options, nor the Exercised Shares issued pursuant to the exercise thereof,
nor any right attached thereto (including bonus shares), nor to request the transfer or
sale of any of the same to any third party, before the lapse of the Restricted Period.
Notwithstanding the above, if any such sale or transfer occurs during the Restricted
Period, the sanctions under Section 102 of the Ordinance and under any rules or
regulation or orders or procedures promulgated thereunder shall apply to and shall be
borne by such Israeli Grantee.
(c)
Without derogating and subject to the above, and to all other applicable restrictions in
the Plan, this Sub-Plan, the Israeli Option Agreement and applicable Law, the Trustee
shall not release, by sale or transfer, the Exercised Shares issued pursuant to the
exercise of the 102 Trustee Options, and all rights attached thereto (including bonus
shares) to the Israeli Grantee, or to any third party to whom the Israeli Grantee wishes
to sell the Exercised Shares (unless the contemplated transfer is by will or laws of
descent) unless and until the Trustee has either (a) withheld payment of all taxes
required to be paid upon the sale or transfer thereof, if any, or (b) received
confirmation either that such payment, if any, was remitted to the tax authorities or of
another arrangement regarding such payment, which is satisfactory to the Company
and the Trustee. For the removal of doubt, it is clarified that the Trustee may release
by sale or transfer to a third party only Exercised Shares (and not Options).
Rights as Shareholder:
Without derogating from the provisions of the Plan, it is hereby further clarified that with
respect to Exercised Shares issued pursuant to the exercise of 102 Trustee Options, as
long as they are registered in the name of the Trustee, the Trustee shall be the registered
owner of such shares. Notwithstanding, the Trustee shall not exercise the voting rights
conferred by such Exercised Shares in any way whatsoever, and shall not issue a proxy to
any person or entity to vote such shares (other than to the applicable Israeli Grantee,
subject to and in accordance with the provisions of Section 102). Notwithstanding, the
Company shall be entitled at its sole discretion, to distribute dividends directly to the Israeli
Grantees, subject to tax withholding at source.
4.5
Bonus Shares:
All bonus shares to be issued by the Company, if any, with regard to Exercised Shares
issued pursuant to the exercise of 102 Trustee Options, while held by the Trustee, shall be
registered in the name of the Trustee; and all provisions applying to such Exercised Shares
shall apply to bonus shares issued by virtue thereof, if any, mutatis mutandis. Said bonus
shares shall be subject to the Restricted Period of the Exercised Shares by virtue of which
they were issued.
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4.6
Conditions of Issuance:
Without derogating from the provisions of Section 7.6 of the Plan, and in addition thereto,
the arrangements with the tax authorities referred to therein shall, in the event of 102
Trustee Options, also need to be satisfactory to the Trustee.
5.
Section 102 Election
5.1
102 Trustee Grants shall be made pursuant to either: (a) Section 102(b)(2) of the Ordinance
as 102 Capital Gains Track Grants; or (b) Section 102(b)(1) of the Ordinance as 102
Ordinary Income Track Grants. The Companys Election regarding the type of 102 Trustee
Grant it chooses to make shall be filed with the ITA. Once the Company has filed such
Election, it may change the type of 102 Trustee Grant that it chooses to make only after the
lapse of at least 12 months from the end of the calendar year in which the first grant was
made in accordance with the previous Election, in accordance with Section 102. For the
avoidance of doubt, such Election shall not prevent the Company from granting NonTrustee Grants to Eligible 102 Grantees at any time.
5.2
Eligible 102 Grantees may receive only 102 Trustee Options or Non-Trustee Options under
this Sub-Plan. Grantees who are not Eligible 102 Grantees-may be granted only 3(i)
Options under this Sub-Plan.
5.3
The Israeli Option Agreement shall indicate whether the grant is a 102 Trustee Option, a
Non-Trustee Option or a 3(i) Option; and, if the grant is a 102 Trustee Grant, whether it is
a 102 Capital Gains Track Grant or a 102 Ordinary Income Track Grant.
6.
Terms And Conditions of 102 Trustee Grants
6.1
Each 102 Trustee Option granted to an Eligible 102 Grantee shall be held by the Trustee
and each certificate for Shares acquired pursuant to the exercise or vesting of an Option or
issued directly as Shares, shall be issued to and registered in the name of the Trustee and
shall be held in trust for the benefit of the Grantee for the Restricted Period. After
termination of the Restricted Period, the Trustee may release such Option and any such
Shares, provided that: (i) the Trustee has received an acknowledgement from the ITA that
the Eligible 102 Grantee has paid any applicable tax due pursuant to the Ordinance; or (ii)
the Trustee and/or the Company or its Affiliate withholds any applicable tax due pursuant
to the Ordinance. The Trustee shall not release any 102 Trustee Options or Shares issued
thereunder prior to the full payment of the Eligible 102 Grantees tax liabilities arising from
the grant, exercise or vesting of the Option or the issuance of the Shares.
6.2
During the Restricted Period, the Eligible 102 Grantee shall not require the Trustee to
release or sell the Options or Shares issued thereunder and other Shares received
subsequently following any realisation of rights derived from Options or Shares (including
distributions of profits) to the Eligible 102 Grantee or to a third party, unless permitted to do
so by applicable Law. Notwithstanding the foregoing, the Trustee may, pursuant to a written
request and subject to applicable Law, release and transfer such Shares to a designated
third party, provided that both of the following conditions have been fulfiled prior to such
transfer: (i) all taxes required to be paid upon the release and transfer of the Shares have
been withheld for transfer to the tax authorities; and (ii) the Trustee has received written
confirmation from the Company that all requirements for such release and transfer have
been fulfiled according to the terms of the Companys corporate documents, the Plan, any
applicable agreement and any applicable Law. For the avoidance of doubt, such sale or
J-6

release during the Restricted Period will result in different tax ramifications to the Eligible
102 Grantee under Section 102 of the Ordinance and the Rules and/or any other
regulations or orders or procedures promulgated thereunder, which shall apply to and shall
be borne solely by such Eligible 102 Grantee.
6.3
In the event a distribution of profit is declared and/or additional rights are granted with
respect to Shares which derive from 102 Trustee Grants, such distribution and/or rights
shall also be subject to the provisions of this Section 6.3 and the Restricted Period for such
Shares and/or rights shall be measured from the commencement of the Restricted Period
for the Options with respect to which the distribution was declared and/or rights granted. In
the event of a cash distribution on Shares and subject to Companys approval, the Trustee
shall transfer the distribution proceeds to the Eligible 102 Grantee after deduction of taxes
and mandatory payments in compliance with applicable withholding requirements.
6.4
The Company shall be under no duty to ensure, and no representation or commitment is

made, that any of the Options qualifies or will qualify under any particular tax treatment
(such as Section 102), nor shall the Company be required to take any action for the
qualification of any of the Options under such tax treatment. The Company shall have no
liability of any kind or nature in the event that, for any reason whatsoever, the Options do
not qualify for any particular tax treatment.
6.5
The Grantee shall comply with all terms and conditions set forth in Section 102 with regard
to the applicable tax track and the rules and regulations promulgated thereunder, as
amended from time to time.
6.6
The Grantee is familiar with, and understand the provisions of Section 102 in general, and
the tax arrangement under the applicable tax track in particular, and its tax consequences;
the Grantee agrees that the Options and any shares that may be issued upon exercise of
the Options (or otherwise in relation to the Options), will be held by the Trustee for at least
the duration of the Required Minimum Trust Period. The Grantee understands that any
release of such Options or shares from trust, or any sale of the share prior to the termination
of the Restricted Period, will result in taxation at marginal tax rate, in addition to deductions
of appropriate social security, health tax contributions or other compulsory payments.
7.
102 Non-Trustee Options
7.1
102 Non-Trustee Options granted hereunder shall be granted to, and the Exercised Shares
issued pursuant to the exercise thereof, issued to, the Israeli Grantee.
7.2
Without derogating and subject to the above, and to all other applicable restrictions in the
Plan, this Sub-Plan, the Israeli Option Agreement and applicable Law, the Exercised Shares
issued pursuant to the exercise of the 102 Non-Trustee Options, and all rights attached
thereto (including bonus shares) shall not be transferred unless and until the Company has
either: (a) withheld payment of all taxes required to be paid upon the sale or transfer
thereof, if any; or (b) received confirmation either that such payment, if any, was remitted
to the tax authorities or of another arrangement regarding such payment, which is
satisfactory to the Company. For avoidance of doubt, the exercise of vested 102
Non-Trustee Options shall also be subject to the vesting schedule in Section 7.2 and the
restrictions stated in Sections 7.2(i) and (ii) of the Plan unless otherwise determined by the
Committee.
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7.3
An Israeli Grantee to whom 102 Non-Trustee Options are granted must provide, upon
termination of his/her employment, a surety or guarantee to the satisfaction of the
Company, to secure payment of all taxes which may become due upon the future transfer
of his/her Exercised Shares to be issued upon the exercise of his/her outstanding 102
Non-Trustee Options, all in accordance with the provisions of Section 102.
8.
3(i) Options
8.1
3(i) Options granted hereunder shall be granted to, and the Exercised Shares issued
pursuant thereto issued to, the Israeli Grantee.
8.2
Without derogating and subject to the above, and to all other applicable restrictions in the
Plan, this Sub-Plan, the Israeli Option Agreement and applicable Law, the Exercised Shares
issued pursuant to the exercise of the 3(i) Options, and all rights attached thereto (including
bonus shares) shall not be transferred unless and until the Company has either: (a) withheld
payment of all taxes required to be paid upon the sale or transfer thereof, if any; or (b)
received confirmation either that such payment, if any, was remitted to the tax authorities
or of another arrangement regarding such payment, which is satisfactory to the Company.
For avoidance of doubt, the exercise of the 3(i) Options shall also be subject to the vesting
schedule in Section 7.2 and the restrictions stated in Sections 7.2(i) and (ii) of the Plan
unless otherwise determined by the Committee.
8.3
The Company may require, as a condition to the grant of the 3(i) Options, that an Israeli
Grantee to whom 3(i) Options are to be granted, provide a surety or guarantee to the
satisfaction of the Company, to secure payment of all taxes which may become due upon
the future transfer of his/her Exercised Shares to be issued upon the exercise of his/her
outstanding 3(i) Options.
9.
Tax Consequences
Without derogating from and in addition to any provisions of the Plan, any and all tax and/or
other mandatory payment consequences arising from the grant or exercise of Options, the
payment for or the transfer or sale of Exercised Shares, or from any other event or act in
connection therewith (including without limitation, in the event that the Options do not
qualify under the tax classification/tax track in which they were intended) whether of the
Company, an Affiliated Company, the Trustee or the Israeli Grantee, including without
limitation any non-compliance of the Israeli Grantee with the provisions hereof, shall be
borne solely by the Israeli Grantee. The Company, any applicable Affiliated Company, and
the Trustee, may each withhold (including at source), deduct and/or set-off, from any
payment made to the Israeli Grantee, the amount of the taxes and/or other mandatory
payments of which is required with respect to the Options and/or Exercised Shares.
Furthermore, each Israeli Grantee shall indemnify the Company, the applicable Affiliated
Company and the Trustee, or any one thereof, and hold them harmless from any and all
liability for any such tax and/or other mandatory payments or interest or penalty thereupon,
including without limitation liabilities relating to the necessity to withhold, or to have
withheld, any such tax and/or other mandatory payments from any payment made to the
Israeli Grantee.
Without derogating from the aforesaid, each Israeli Grantee shall provide the Company
and/or any applicable Affiliated Company with any executed documents, certificates and/or
forms that may be required from time to time by the Company or such Affiliated Company
in order to determine and/or establish the tax liability of such Israeli Grantee.
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Without derogating from the foregoing, it is hereby clarified that the Israeli Grantee shall
bear and be liable for all tax and other consequences in the event that his/her 102 Trustee
Options and/or the Exercised Shares issued pursuant to the exercise thereof are not held
for the entire Restricted Period, all as provided in Section 102.
The Company and/or when applicable the Trustee shall not be required to release any
share certificate to an Israeli Grantee until all required payments have been fully made.
10.
Currency Exchange Rates

Except as otherwise determined by the Board, all monetary values with respect to Options
granted pursuant to this Sub-Plan, including without limitation the Fair Market Value and the
Exercise Price of each Option, shall be stated in United States Dollars. In the event that the
Exercise Price is in fact to be paid in New Israeli Shekels, at the sole discretion of the
Board, the conversion rate shall be the last known representative rate of the U.S. Dollars
to the New Israeli Shekels on the date of payment.
11.
Subordination to the Ordinance
11.1
It is clarified that the grant of the 102 Trustee Options hereunder is subject to the approval
by the ITA of the Plan, this Sub-Plan and the Trustee, in accordance with Section 102.
11.2
Any provisions of Section 102 or Section 3(i) of the Ordinance and/or any of the rules or
regulations promulgated thereunder, which is not expressly specified in this Sub-Plan or in
the applicable Israeli Option Agreement, including without limitation any such provision
which is necessary in order to receive and/or to keep any tax benefit, shall be deemed
incorporated into this Sub-Plan and binding upon the Company, any applicable Affiliated
Company and the Israeli Grantee.
11.3
With regards to 102 Trustee Option, the provisions of this Sub-Plan and/or the Israeli Option
Agreement shall be subject to the provisions of Section 102 and any other provisions set
forth in a permit provided by the ITA in connection with the Sub-Plan, if applicable, and the
said provisions and permit shall be deemed an integral part of this Sub-Plan and the Israeli
Option Agreement.
11.4
The grant of Options and the issuance of Shares under this Sub-Plan to Israeli Grantees
and any applicable Israeli Option Agreements are subject to the applicable provisions of the
Ordinance, which shall be deemed an integral part of each, and which shall prevail over any
term that is inconsistent therewith.
12.
Governing Law
12.1 The Sub-Plan shall be governed by, and construed in accordance with, the laws of the State
of Israel. The Israeli Grantees, by accepting Options in accordance with the Sub-Plan, and
the Company submit to the exclusive jurisdiction of the courts of the State of Israel.
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APPENDIX K TERMS, CONDITIONS AND PROCEDURES

FOR APPLICATION AND ACCEPTANCE
You are invited to apply and subscribe for the Placement Shares at the Placement Price, subject
to the following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES AND

INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF
SHARES WILL BE REJECTED.
2.
Your application for Placement Shares may only be made by way of printed Placement
Shares Application Forms or directly through the Sponsor, Issue Manager and Placement
Agent and/or the sub-placement agent(s), who will determine, at their discretion, the manner
and method for applications under the Placement.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PLACEMENT SHARES.
3.
You are allowed to submit only one (1) application in your own name for the Placement
Shares.
If you, being other than an approved nominee company, have submitted an application
for Placement Shares in your own name, you should not submit any other application
for Placement Shares for any other person. Such separate applications shall be
deemed to be multiple applications and may to be rejected at the discretion of our
Company and the Sponsor, Issue Manager and Placement Agent.
Joint and multiple applications for the Placement Shares shall be rejected. If you
submit or procure submissions of multiple share applications for the Placement
Shares, you may be deemed to have committed an offence under the Penal Code,
Chapter 224 of Singapore and the SFA, and your applications may be referred to the
relevant authorities for investigation. Multiple applications or those appearing to be or
suspected of being multiple applications may be rejected at the discretion of our
Company and the Sponsor, Issue Manager and Placement Agent.
4.
We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole proprietorships, partnerships non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application
Forms) bear post office box numbers. No person acting or purporting to act on behalf of a
deceased person is allowed to apply under the Securities Account with CDP in the deceased
name at the time of application.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must
be made in his/her/their own name(s) and without qualification or, where the application is
made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or companies after complying with paragraph 6 below.
6.
WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies and licensed securities
dealers in Singapore and nominee companies controlled by them. Applications made by
nominees other than approved nominee companies shall be rejected.
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7.
IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A

SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name
at the time of your application, your application will be rejected. If you have an existing
Securities Account with CDP but fail to provide your Securities Account number or provide an
incorrect Securities Account number in Section B of the Application Form, your application is
may be rejected. Subject to paragraph 8 below, your application shall be rejected if your
particulars such as name, NRIC/passport number, nationality, permanent residence status
and CDP Securities Account number provided in your Application Form differ from those
particulars in your Securities Account as maintained with CDP. If you possess more than one
(1) individual direct Securities Account with CDP, your application shall be rejected.
8.
If your address as stated in the Application Form is different from the address
registered with CDP, you must inform CDP of your updated address promptly, failing
which the notification letter on successful allotment and other correspondence from
CDP will be sent to your address last registered with CDP.
9.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right
to reject any application which does not conform strictly to the instructions set out in
the Application Form and in this Offer Document or with the terms and conditions of
this Offer Document or, which is illegible, incomplete, incorrectly completed or which
is accompanied by an improperly drawn remittance or improper form of remittance or
remittances which are not honoured upon the first presentation.
10. Our Company and the Sponsor, Issue Manager and Placement Agent further reserve
the right to treat as valid any applications not completed or submitted or effected in all
respects in accordance with the instructions set out in the Application Form or the
terms and conditions of this Offer Document, and also to present for payment or other
processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
11.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right to
reject or to accept, in whole or in part, or to scale down, any application, without assigning
any reason therefor, and no enquiry and/or correspondence on the decision with regards
hereto will be entertained. In deciding the basis of allotment which shall be at the discretion
of our Company and the Sponsor, Issue Manager and Placement Agent, due consideration
will be given to the desirability of allotting the Placement Shares to a reasonable number of
applicants with a view to establishing an adequate market for our Shares.
12. Share certificates will be registered in the name of CDP and will be forwarded only to CDP.
It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has
been credited with the number of Placement Shares allotted to you, if your application is
successful. This will be the only acknowledgement of application monies received and is not
an acknowledgement by our Company and the Sponsor, Issue Manager and Placement
Agent. You irrevocably authorise CDP to complete and sign on your behalf, as transferee or
renounce, any instrument of transfer and/or other documents required for the issue or
transfer of the Placement Shares allotted to you.
K-2

13. In the event that we lodge a supplementary or replacement Offer Document (Relevant
Document) pursuant to the SFA or any applicable legislation in force from time to time prior
to the close of the Placement, and the Placement Shares have not been issued, we will (as
required by law), and subject to the SFA, at our sole and absolute discretion either:
(i)
of lodgement of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the Relevant Document, as the case may be, and provide
you with an option to withdraw your application; and (B) take all reasonable steps to
make available within a reasonable period the Relevant Document, as the case may be,
to you who have indicated your wish to obtain, or have arranged to receive, a copy of
the Relevant Document;
(ii)
within seven (7) days of the lodgement of the Relevant Document, give you a copy of
the Relevant Document, and provide you with an option to withdraw your application; or
(iii) (A) treat your application as withdrawn and cancelled, in which case your application
shall be deemed to have been withdrawn and cancelled; and (B) we shall return all
monies paid in respect of your application, without interest or any share of revenue or
other benefit arising therefrom and at your own risk.
Where you have notified us within 14 days from the date of lodgement of the Relevant
Document of your wish to exercise your option under paragraphs 13(i) or (ii) above to
withdraw your application, whereupon we shall, within seven (7) days from the receipt of
such notification, return to you all application monies paid by you on account of your
application for the Placement Shares without interest or any share or revenue or other
benefit arising therefrom and at your own risk.
In the event that at any time at the time of the lodgement of the Relevant Document, the
Placement Shares have already been issued but trading has not commenced, we will (as
required by law), and subject to the SFA, either:
(iv) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date
of lodgement of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the Relevant Document, as the case may be, and provide
you with an option to return to us the Placement Shares which you do not wish to retain
title in; and (B) take all reasonable steps to make available within a reasonable period
the Relevant Document, as the case may be, to you who have indicated that you wish
to obtain, or have arranged to receive, a copy of the Relevant Document; or
(v)
within seven (7) days from the date of lodgement of the Relevant Document, give you
the Relevant Document, as the case may be, and provide you with an option to return
to us the Placement Shares, which you do not wish to retain title in.
Where you have notified us and return all documents, if any, purporting to be evidence of title
of the Placement Shares, within 14 days from the date of lodgement of the Relevant
Document of your wish to exercise your option under paragraph 13(iv) or 13(v) above to
return to us the Placement Shares which have been issued to you, whereupon we shall,
within seven (7) days from the receipt of such notification and documents, if any, pay to you
all monies paid by you to us for the Placement Shares without interest or any share of
K-3

revenue or other benefit arising therefrom and at your own risk, and you will not have any
claim against us and the Sponsor, Issue Manager and Placement Agent, provided however,
that such monies shall be returned to you subject to and against the return or transfer of the
Placement Shares within such 14 day period free from and clear of any liens, pledges,
encumbrances or other third party rights to our Company or in accordance with the
instructions set out in the notice (as referred to in paragraph 13(iv)), or the Relevant
Document, as the case may be, and our Company shall, at our discretion, act with respect
to and dispose of the Placement Shares, in such manner as may be permitted by the
applicable laws.
Additional terms and instructions applicable upon the lodgement of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
Relevant Document.
14. You irrevocably authorise CDP to disclose the outcome of your application, including the
number of Placement Shares allotted to you pursuant to your application, to us, the Sponsor,
Issue Manager and the Placement Agent and, any other parties so authorised by the
foregoing persons.
15. Any reference to you or the applicant in this section shall include an individual, a
corporation, an appointed nominee and trustee applying for the Placement Shares through
the Placement Agent or its designated sub-placement agent(s).
16. By completing and delivering an Application Form in accordance with the provisions of this
Offer Document, you:
i.
irrevocably offer, agree and undertake to subscribe for the number of Placement Shares
specified in your application (or such smaller number for which the application is
accepted) at the Placement Price and agree that you will accept such Placement
Shares as may be allotted to you, in each case, subject to the conditions set out in this
Offer Document and the Articles of Association of our Company;
ii.
agree that the aggregate Placement Price for the Placement Shares applied for is due
and payable to our Company upon your application;
iii.
(i) consent to the collection, use and disclosure of your name, NRIC/passport number
or company registration number, address, nationality, permanent resident status,
Securities Account number, share application amount, share application details and
other personal data (Personal Data) by the Share Registrar, CDP, Securities Clearing
and Computer Services (Pte.) Ltd (SCCS), SGX-ST, our Company, the Sponsor, Issue
Manager and Placement Agent and/or other authorised operators (the Relevant
Persons) for the purpose of facilitating your application for the Placement Shares, and
(ii) warrant that where you, as an approved nominee company, disclose the Personal
Data of the beneficial owner(s) to the Relevant Persons, such disclosure is in
compliance with applicable law (collectively, the Personal Data Privacy Terms);
iv.
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such
K-4

information, representations and declarations will be relied on by our Company and
Sponsor, Issue Manager and Placement Agent in determining whether to accept your
application and/or whether to allot any Placement Shares to you; and
v.
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable
to your application, you have complied with all such laws and none of our Company, the
Sponsor, Issue Manager and the Placement Agent will infringe any such laws as a result
of the acceptance of your application.
17. Our acceptance of applications will be conditional upon, inter alia, our Company and
Sponsor, Issue Manager and Placement Agent being satisfied that:
i.
permission has been granted by the SGX-ST to deal in and for quotation of, all our
Shares already issued (including the Pre-IPO New Shares, the RCL Converted Shares
and the PPCF Shares), the Placement Shares (including the Cornerstone Shares)
which are the Subject of the Placement, the Debenture Conversion Shares, the
Octagon/GMP Securities Compensation Shares, the Tmura Shares and the Option
Shares on Catalist;
ii.
the Full Sponsorship and Management Agreement and the Placement Agreement
referred to in the section General and Statutory Information Management and
Placement Arrangements of this Offer Document have become unconditional and have
not been terminated or cancelled prior to such date as our Company may determine;
and
iii.
the Authority has not served a stop order (Stop Order) which directs that no or no
further shares to which this Offer Document relates be allotted.
18. In the event that a Stop Order in respect of the Placement Shares is served by the Authority
or other competent authority, and:
i.
the Placement Shares have not been issued, the applications for the Placement Shares
shall be deemed to have been withdrawn and cancelled and our Company shall, within
14 days from the date of the Stop Order, refund all monies you have paid on account
of your application for the Placement Shares without interest or any share of revenue
or other benefit arising therefrom; or
ii.
if the Placement Shares have already been issued but trading has not commenced, our
Company shall, within 14 days from the date of the Stop Order, pay to you all monies
paid by you to us for the Placement Shares without interest or any share of revenue or
other benefit arising therefrom.
Such monies paid in respect of an application will be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom, and you will not have any
claims against our Company and the Sponsor, Issue Manager and Placement Agent,
provided however, that such monies shall be returned to you subject to and against the return
or transfer of the Placement Shares within such 14 day period free from and clear of any
liens, pledges, encumbrances or other third party rights to our Company or in accordance
with our Companys instructions in relation to the returns of such monies or return or transfer
K-5

of the Placement Shares, and our Company shall, at our discretion, act with respect to and
dispose of the Placement Shares, in such manner as may be permitted by the applicable
laws.
This shall not apply where only an interim stop order has been served.
19. In the event that an interim stop order in respect of the Placement Shares is served by the
Authority or other competent authority, no Placement Shares shall be issued to you when the
interim stop order is in force.
20. The Authority or other competent authority is not able to serve a Stop Order in respect of the
Placement Shares if the Placement Shares have been issued and listed on a securities
exchange and trading in them has commenced.
21. In the event of any changes in the closure of the Application List or the time period during
which the Placement is open, we will publicly announce the same through a SGXNET
announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and
through a paid advertisement in a generally circulating daily press.
22. We will not hold any application in reserve.
23. We will not allot shares on the basis of this Offer Document later than six (6) months after
the date of registration of this Offer Document by the SGX-ST, acting as an agent on behalf
of the Authority.
24. Additional terms and conditions for applications by way of an Application Form are set out on
pages K-7 to K-10 of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of an Application Form shall be made on, and subject to, the terms and
conditions of this Offer Document, including but not limited to, the terms and conditions appearing
below as well as those set out in the section entitled Appendix K Terms, Conditions And
Procedures For Application and Acceptance of this Offer Document as well as the Articles of
Association of our Company.
1.
Your application for the Placement Shares must be made using the BLUE Application Form
for Placement Shares accompanying and forming part of this Offer Document. ONLY ONE
APPLICATION should be enclosed in each envelope.
We draw your attention to the detailed instructions contained in the Application Form and this
Offer Document for the completion of the Application Form which must be carefully followed.
Our Company and the Sponsor, Issue Manager and Placement Agent reserve the right
to reject applications which do not conform strictly to the instructions set out in the
Application Form and this Offer Document or to the terms and conditions of this Offer
Document or which are illegible, incomplete, incorrectly completed or which are
accompanied by improperly drawn remittances or improper form of remittances which
are not honored upon this first presentation.
2.
Your Application Forms must be completed in English. Please type or write clearly in ink
using BLOCK LETTERS.
K-6

3.
All spaces in the Application Forms, except those under the heading FOR OFFICIAL USE
ONLY, must be completed and the words NOT APPLICABLE or N.A. should be written
in any space that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names
in full. If you are an individual, you must make your application using your full names as they
appear in your identity cards (if you have such identification document) or in your passports
and, in the case of corporation, in your full name as registered with a competent authority.
If you are not an individual, you must complete the Application Form under the hand of an
official who must state the name and capacity in which he signs the Application Form. If you
are a corporation completing the Application Form, you are required to affix your Common
Seal (if any) in accordance with your Memorandum and Articles of Association or equivalent
constitutive documents of the corporation. If you are a corporate applicant and your
application is successful, a copy of your Memorandum and Articles of Association or
equivalent constitutive documents must be lodged with our Companys Share Registrar and
Share Transfer Office. Our Company and the Sponsor, Issue Manager and Placement Agent
reserve the right to require you to produce documentary proof of identification for verification
purposes.
5.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, you must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may
be, on page 1 of the Application Form, your application may be rejected.
6.
You (whether you are an individual or corporate applicant, whether incorporated or

unincorporated and wherever incorporated or constituted) will be required to declare whether
you are a citizen or permanent resident of Singapore or a corporation in which citizens or
permanent residents of Singapore or any body corporate constituted under any statute of
Singapore having an interest in the aggregate of more than 50.0 per cent. of the issued share
capital of or interests in such corporations. If you are an approved nominee company, you are
required to declare whether the beneficial owner of the Placement Shares is a citizen or
permanent resident of Singapore or a corporation, whether incorporated or unincorporated
and wherever incorporated or constituted, in which citizens or permanent residents of
Singapore or any body corporate whether incorporated or unincorporated and wherever
incorporated or constituted under any statute of Singapore have an interest in the aggregate
of more than 50.0 per cent. of the issued share capital of or interests in such corporation.
7.
Your application must be accompanied by a remittance in Singapore currency for the full
amount payable, in respect of the number of Placement Shares applied for, in the form of a
BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in
favour of TRENDLINES SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with
your name, CDP Securities Account Number and address written clearly on the reverse side.
Applications not accompanied by any payment or accompanied by ANY OTHER FORM OF
PAYMENT WILL NOT BE ACCEPTED. We will reject remittances bearing NOT
TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement or receipt
will be issued by us or the Sponsor, Issue Manager and Placement Agent for applications and
application monies received.
K-7

8.
Where your application is rejected or accepted in part only, the full amount or the balance of
the application monies, as the case may be, will be refunded (without interest or any share
of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within
14 Market Days after the close of the Application List, provided that the remittance
accompanying such application which has been presented for payment or other processes
has been honoured and application monies have been received in the designated share
issue account. In the event that the Placement is cancelled by us following the termination
of the Full Sponsorship and Management Agreement and/or the Placement Agreement or the
Placement does not proceed for any reason, the application monies received will be refunded
(without interest or any share of revenue or any other benefit arising therefrom) to you by
ordinary post or telegraphic transfer at your own risk within 5 Market Days from the
termination of the Placement. In the event that the Placement is cancelled by us following the
issuance of a Stop Order by the Authority, the application monies received will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to you by
ordinary post or telegraphic transfer at your own risk within 14 Market Days from the date of
the Stop Order.
9.
Capitalised terms used in the Application Form and defined in this Offer Document shall bear
the meanings assigned to them in this Offer Document.
10. You irrevocably agree and acknowledge that your application is subject to risks of fire, acts
of God and other events beyond the control of our Company, our Directors and the Sponsor,
Issue Manager and Placement Agent and/or any other party involved in the Placement and
if, in any such event, our Company and/or the Sponsor, Issue Manager and Placement Agent
do not receive your Application Form, you shall have no claim whatsoever against our
Company and/or the Sponsor, Issue Manager and Placement Agent and/or other party
involved in the Placement for the Placement Shares applied for or for any compensation, loss
or damage.
11.
By completing and delivering the Application Form, you agree that:

i.
ii.
in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 24 November 2015 or such other
time or date as our Directors may, in consultation with the Sponsor, Issue Manager and
Placement Agent, decide and by completing and delivering the Application Form, you
agree that:
(a)
your application is irrevocable; and
(b)
your remittance will be honoured on first presentation and that any application
monies returnable may be held pending clearance of your payment without interest
or any share of revenue or other benefit arising therefrom;
neither our Company and the Sponsor, Issue Manager and Placement Agent nor any
party involved in the Placement shall be liable for any delays, failures or inaccuracies
in the rewarding, storage or in the transmission or delivery of data relating to your
application to us or CDP due to breakdowns or failure of transmission, delivery of
communication facilities or any notes referred to in paragraph 10 above or to any cause
beyond their respective controls.
K-8

iii.
all applications, acceptances and contracts resulting therefrom under the Placement
shall be governed by and construed in accordance with the laws of Singapore and that
you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
iv.
in respect of the Placement Shares for which your application has been received and
not rejected, acceptance of your application shall be constituted by written notification
and not otherwise, notwithstanding any remittance being presented for payment by or
on behalf of our Company;
v.
you will not be entitled to exercise any remedy of rescission for misrepresentation at
any time after acceptance of your application;
vi.
in making your application, reliance is placed solely on the information contained in this
Offer Document and that none of our Company or the Sponsor, Issue Manager and
Placement Agent or any other person involved in the Placement shall have any liability
for any information not so contained;
vii.
you accept and agree to the Personal Data Privacy Terms set out in this Offer
Document; and
viii. you irrevocably agree and undertake to subscribe for the number of Placement Shares
applied for as stated in the Application Form or any smaller number of such Placement
Shares that may be allotted to you in respect of your application. In the event that our
Company decides to allot any smaller number of Placement Shares or not to allot any
Placement Shares to you, you agree to accept such decision as final.
Applications for Placement Shares
1.
Your application for Placement Shares MUST be made using the BLUE Placement Shares
Application Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2.
The completed and agreed BLUE Placement Shares Application Form and the correct
remittance in full in respect of the number of Placement Shares applied for (in accordance
with the terms and conditions of this Offer Document) with your name and address written
clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by
you. You must affix adequate postage (if despatching by ordinary post) and thereafter the
sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND
at your own risk to The Trendlines Group Ltd. c/o Boardroom Corporate & Advisory
Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623,
to arrive by 12.00 noon on 24 November 2015 or such other time as our Company may,
in consultation with the Sponsor, Issue Manager and Placement Agent, decide. Local
Urgent Mail or Registered Post must NOT be used. ONLY ONE APPLICATION should be
enclosed in each envelope. No acknowledgement of receipt will be issued for any application
or remittance received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by

improperly drawn remittances or improper form of remittance or which are not honoured upon
their first presentation may to be rejected.
K-9

BioFishency Ltd.
aquaculture
Eden Shield Ltd.

for crops
Track Record

companies each year

revenues


Investment
Approach

for water treatment
Low Capital
Requirements
in total capital
Short Time to
Anticipated Exit
ApiFix Ltd.
system

Stimatix G.I. Ltd.

appliances
$25
Million
45
Million
Outstanding
(US$000)
FY2013
FY2014
HY2015
74,639
77,494
84,697
FY2012 FY2013 FY2014 HY2015

Total Income
13,768
29,707
8,553
8,996
Total Expenses
5,158
6,798
11,408
3,667
8,610
22,909
(2,855)
5,329
0.17
0.43
(0.07)
0.09

(US$000)
As at 30 June 2015
77,306
82,756
4,392
15,103
81,698
97,859


Year
of
exit
Portfolio
company
Description
2011
PolyTouch
Ltd.

Covidien
6.7X
2013
Innolap
Surgical Ltd.

of sale
Teleflex
3.2X
2013
FlowSense
Medical Ltd.

Baxter
International
4.0X
2014
Inspiro
Medical Ltd.

OPKO Health
8.8X
2014
Most Valuable
Portfolio
Company(2)

Acquirer
Undisclosed(2)
Prospects+


Total Assets
Exit Transactions
Estimated
Returns(1)
66.9X(3)
Notes:
exited company.
**
Initial Investment
% Owned (FD)**
ApiFix Ltd.
2011
29.42
Arcuro Medical Ltd.
2013
45.08
2008
27.86
IonMed Ltd.
2009
28.80
2010
29.27
MediValve Ltd.
2010
31.66
NeuroQuest Ltd.
2008
32.24
Omeq Medical Ltd.
2013
46.56
Stimatix G.I. Ltd.
2009
27.17
S.T.S Medical Ltd.
2013
35.37
*As at 30 June 2015





Companies
To Improve the
Human Condition


marketplace

exchanges



Business Process
17 Tchelet Street
2017400, Israel
Tel: +972.72.260.7000
Fax: +972.72.260.7200
www.trendlines.com

been completed.
Invests Early
Incubates
Supports to Exit

annually

our facilities
Trendlines Agtech
development
operations
Follow-on funding

marketing, finance
Intense involvement
Global network
Access to capital

B. BRAUN





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Creating & Developing

About The Trendlines Group Ltd.

Creates and develops medical and agricultural technology

Exits may include among others, sales such as merger

Israeli GovernmentFranchised Incubators invest

Internal Innovation Centre

Operates principally through two (2) technology incubators

Trendlines Active Engagement: Investment, Incubation, Support

The Trendlines Group Ltd.

Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares)

THE TRENDLINES GROUP LTD.

Relationships with universities,

Portfolio companies incubate within

30+ member team: technology

Cornerstone Investor/Potential Strategic Partner

(Company Registration No.: 513970947)

Conditional investment of up to S$7.1 million to subscribe for 21,515,000 Cornerstone Shares

Sponsor, Issue Manager and Placement Agent

Entered non-legally binding memorandum of understanding for the purposes of

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

(ii) Identifying potential new investments;

Creating & Developing

About The Trendlines Group Ltd.

Creates and develops medical and agricultural technology

Exits may include among others, sales such as merger

Israeli GovernmentFranchised Incubators invest

Internal Innovation Centre

Operates principally through two (2) technology incubators

Trendlines Active Engagement: Investment, Incubation, Support

The Trendlines Group Ltd.

Placement of 75,760,000 Placement Shares (including 21,515,000 Cornerstone Shares)

THE TRENDLINES GROUP LTD.

Relationships with universities,

Portfolio companies incubate within

30+ member team: technology

Cornerstone Investor/Potential Strategic Partner

(Company Registration No.: 513970947)

Conditional investment of up to S$7.1 million to subscribe for 21,515,000 Cornerstone Shares

Sponsor, Issue Manager and Placement Agent

Entered non-legally binding memorandum of understanding for the purposes of

PRIMEPARTNERS CORPORATE FINANCE PTE. LTD.

(ii) Identifying potential new investments;

Mitigating Risk Through Government Leverage

Selected Portfolio Companies

Government funding leverages our capital

Trendlines cash investment: NIS 375,000 (~US$98,000) per company

Eden Shield Ltd.

Work to establish between eight (8) to ten (10) new portfolio

17 portfolio companies at commercialisation stage and generating

Five (5) portfolio companies acquired by or sold their assets to

Two (2) portfolio companies, FlowSense Ltd. and E.T.View Ltd.

Advanced Mem-Tech Ltd.

Audited Financial Highlights

Israeli government new company grant: NIS 2.125 million (~US$557,000)*

E.T.View Medical Ltd.

Stimatix G.I. Ltd.

Best Incubator Awards*

Invested in Trendlines ***

Existing Portfolio Companies ****

Total Portfolio Fair Value *

FY2012 FY2013 FY2014 HY2015

Income (Loss) before Income Taxes