TODOS MEDICAL LTD. NOTICE OF ANNUAL GE

TODOS MEDICAL LTD.



NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON
April 29, 2019

To Our Shareholders:

You are cordially invited to attend the Annual General Meeting of the Shareholders of Todos Medical Ltd., an Israeli corporation, (“Todos” or the “Company”), which will be held on Monday, April 29, 2019, at 10:00 a.m. local time, at the offices of Todos Medical Ltd., 1 HaMada Street, Rehovot Israel.

The purpose of the meeting is:

1. To present the Financial Statements of the Company for the fiscal year ended December 31, 2018;

2. To approve a reverse share split of the Company’s ordinary shares within a range of 10:1 to 150:1, to be effective at the ratio and on a date to be determined by the Board of Directors of the Company, and to amend the Articles of Association of the Company accordingly;

3. To approve a change of control transaction with Amarantus Bioscience Holdings, Inc. (“Amarantus”), currently a 19.99% shareholder of the Company, whereby the Company will issue to Amarantus an additional thirty percent (30%) of the Company in exchange for obtaining Amarantus’s 80.01% ownership stake in our jointly-owned subsidiary Breakthrough Diagnostics, Inc. (“Breakthrough”), such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company;

4. To approve a related-party, loan conversion transaction with Sorry Doll Ltd. (“Sorry Doll”), a company owned by Assaf Gold, the beneficial owner of 5.49% of the Company’s shares (prior to the closing of the loan conversion transaction described in this Paragraph 3) and S.B Nihul Mekarkein Ltd. (“S.B. Nihul”) (together, the “Assignees”), pursuant to which the Company will convert the Assignees’ existing loan to the Company in the amount of approximately US$350,000 into 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at a conversion price of ten cents (US$0.10) per share, and grant to each of the Assignees an option to purchase 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at an exercise price of twenty cents (US$0.20) per share;

5. To approve the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd. (“Care”), a company fifty-percent owned by Assaf Gold, the beneficial owner of 5.49% of the Company’s shares at the time the Care agreement was signed by the Company (prior to the closing of the loan conversion transaction described in Paragraph 3 above), pursuant to which the Company will appoint Care as its exclusive distributor in Israel for the Company’s breast cancer screening products;

6. To ratify the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd. (“DPH”), the holder of approximately 11.5 % of the Company’s shares at the time of the signing of the convertible bridge loan agreement, pursuant to which DPH provided the Company with a convertible bridge loan in the principal amount of $28,000;

7. To approve the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer;

8. To approve the adoption by the Company of an executive compensation policy, in accordance with the requirements of Israeli law;

9. To re-elect the following six directors, each to hold office until our 2020 Annual General Meeting of Shareholders: Herman Weiss, Rami Zigdon, Alon Ostrovitzky, Moshe Schlisser, Moshe Abramovitz, and Colin Bier; and

10. To re-appoint Fahn Kanne & Co. Grant Thornton Israel as our independent auditor for the year ending December 31, 2019.

https://www.sec.gov/Archives/edgar/data/16452..._todos.htm

Aloha