All capitalised terms used herein, unless otherwise defined, shall - - PDF document

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THE TRENDLINES GROUP LTD. (Incorporated in Israel) (Company Registration No. 513970947) RESULTS OF THE SPECIAL GENERAL MEETING

All capitalised terms used herein, unless otherwise defined, shall have the definitions ascribed to them in the circular to shareholders of the Company dated 7 January 2019.

Pursuant to Rule 704(15) of the Singapore Exchange Securities Trading Limited (the “SGX-ST”) Listing Manual Section B: Rules of Catalist (“Catalist Rules”), the Board of Directors (the “Board”) of The Trendlines Group Ltd. (the “Company”) wishes to announce that at its Special General Meeting (the "SGM") held on 13 February 2019, all the resolutions as set out in the Notice of SGM dated 7 January 2019, was duly passed by shareholders of the Company by way of poll. Voting Requirements under Israeli Law Resolutions 1 to 3 as set out in the Notice of SGM require the following to carry the resolutions: (i) A simple majority exceeding 50% of the votes cast (abstentions are disregarded); and (ii) A special majority of votes of the shareholders which satisfies one of the following conditions: (a) 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 the resolution, present and voting at such meeting (and without including any abstaining votes); or (b) the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such resolution voting against the resolution does not exceed 2.0% of the aggregate voting rights in the Company (i.e. 12,174,835 voting ordinary shares). For Resolutions 2 and 3 only, the votes of shareholders with personal interest are counted for the simple majority and are not counted for the special majority requirement. Therefore, the outcome and poll results for (ii)(a) and (ii)(b) above for the resolution as set out in the Notice of SGM differed and both scenarios are presented below. Resolution 4 as set out in the Notice of SGM requires only a simple majority exceeding 50% of the votes cast (abstentions are disregarded). Results of Poll Voting The information as required under Rule 704(15) of the Catalist Rules is as set out below:

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(a) Breakdown of all valid votes casted at the SGM: RESOLUTION 1a Table 1: In respect of simple majority1requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage of total no. of votes for and against the resolution (%)

• No. of

Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 1a To consider and approve the re- election of Ms. Elka Nir to serve as an External Director of the Company. 246,576,999 246,546,999 99.99% 30,000 0.01%

Table 2: In respect of special majority2 requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage

• f total no.
• f votes for

and against the resolution (%)

• No. of

Shares As a percentage

• f total no.
• f votes for

and against the resolution (%) As a percentage

• f total

voting rights in the Company3 (%) Resolution 1a To consider and approve the re-election of Ms. Elka Nir to serve as an External Director of the Company. 246,576,999 246,546,999 99.99% 30,000 0.01% 0%

Resolution 1a was passed by both a simple majority as reflected in Table 1 above, and by a special majority (which includes both the majority of the special majority shares voting FOR, as well as less than 2% of such special majority shares out of the total voting rights in the Company voting AGAINST) as reflected in Table 2. Resolution 1a is therefore carried, based on the poll results as set out in Tables 1 and 2 above.

• Ms. Elka Nir remains as Lead Independent Director, Chairman of the Company’s Audit Committee and

Remuneration Committee and a member of the Company’s Nominating Committee. Ms. Elka Nir is considered independent for the purpose of Rule 704(7) of the Catalist Rules.

1 Simple majority exceeding 50% of the votes cast to be carried (abstentions disregarded). 2 Shares held by shareholders who are non-controlling and without personal interest (as detailed in page 1 paragraph

(ii)(a) of this announcement).

3 Total voting shares in the Company being 608,741,749 ordinary shares.

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RESOLUTION 1b Table 1: In respect of simple majority4requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage of total no. of votes for and against the resolution (%)

• No. of

Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 1b To consider and approve the re- election of Professor Hang Chang Chieh to serve as an External Director of the Company. 246,576,999 246,546,999 99.99% 30,000 0.01%

Table 2: In respect of special majority5 requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage

• f total no.
• f votes for

and against the resolution (%)

• No. of

Shares As a percentage

• f total no.
• f votes for

and against the resolution (%) As a percentage

• f total

voting rights in the Company6 (%) Resolution 1b To consider and approve the re-election

• f

Professor Hang Chang Chieh to serve as an External Director of the Company. 246,576,999 246,546,999 99.99% 30,000 0.01% 0%

Resolution 1b was passed by both a simple majority as reflected in Table 1 above, and by a special majority (which includes both the majority of the special majority shares voting FOR, as well as less than 2% of such special majority shares out of the total voting rights in the Company voting AGAINST) as reflected in Table 2. Resolution 1b is therefore carried, based on the poll results as set out in Tables 1 and 2 above. Professor Hang remains as a member of the Company’s Audit Committee, Remuneration Committee and Nominating Committee. Professor Hang is considered independent for the purpose of Rule 704(7) of the Catalist Rules.

4 Simple majority exceeding 50% of the votes cast to be carried (abstentions disregarded). 5 Shares held by shareholders who are non-controlling and without personal interest (as detailed in page 1 paragraph

(ii)(a) of this announcement).

6 Total voting shares in the Company being 608,741,749 ordinary shares.

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RESOLUTION 2 Table 1: In respect of simple majority7requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage of total no. of votes for and against the resolution (%)

• No. of

Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 2 To consider and approve the proposed Management by Objectives Plan for the Company’s Chief Executive Officers, Messrs. David Todd Dollinger and Stephen Louis Rhodes for FY2019. 246,576,999 203,616,847 82.58% 42,960,152 17.42%

Table 2: In respect of special majority8 requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage

• f total no.
• f votes for

and against the resolution (%)

• No. of

Shares As a percentage

• f total no.
• f votes for

and against the resolution (%) As a percentage

• f total

voting rights in the Company9 (%) Resolution 2 To consider and approve the proposed Management by Objectives Plan for the Company’s Chief Executive Officers, Messrs. David Todd Dollinger and Stephen Louis Rhodes for FY2019. 207,192,949 164,232,797 79.27% 42,960,152 20.73% 7.06%

As of to date, there are no Controlling Shareholders in the Company as defined under the Israeli Companies Act. The shareholders who indicated having personal interest in relation to this Resolution 2 amount to a total of 39,384,050 shares. The votes of shareholders with personal interest in this matter are counted for the simple majority and are not counted for the special majority requirement. Resolution 2 was passed by both a simple majority as reflected in Table 1 above, and by a special majority (which includes the majority of the special majority shares voting FOR) as reflected in Table 2. Resolution 2 is therefore carried, based on the poll results as set out in Tables 1 and 2 above.

7 Simple majority exceeding 50% of the votes cast to be carried (abstentions disregarded). 8 Shares held by shareholders who are non-controlling and without personal interest (as detailed in page 1 paragraph

(ii)(a) of this announcement).

9 Total voting shares in the Company being 608,741,749 ordinary shares.

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RESOLUTION 3 Table 1: In respect of simple majority10requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage of total no. of votes for and against the resolution (%)

• No. of

Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 3 To consider and approve the adoption

• f

the amended Compensation Policy. 246,576,999 203,481,847 82.52% 43,095,152 17.48%

Table 2: In respect of special majority11 requirement

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage

• f total no.
• f votes for

and against the resolution (%)

• No. of

Shares As a percentage

• f total no.
• f votes for

and against the resolution (%) As a percentage

• f total

voting rights in the Company12 (%) Resolution 3 To consider and approve the adoption of the amended Compensation Policy. 207,192,949 164,097,797 79.20% 43,095,152 20.80% 7.08%

As of to date, there are no Controlling Shareholders in the Company as defined under the Israeli Companies Act. The shareholders who indicated having personal interest in relation to this Resolution 3 amount to a total of 39,384,050 shares. The votes of shareholders with personal interest in this matter are counted for the simple majority and are not counted for the special majority requirement. Resolution 3 was passed by both a simple majority as reflected in Table 1 above, and by a special majority (which includes the majority of the special majority shares voting FOR) as reflected in Table 2. Resolution 3 is therefore carried, based on the poll results as set out in Tables 1 and 2 above.

10 Simple majority exceeding 50% of the votes cast to be carried (abstentions disregarded). 11 Shares held by shareholders who are non-controlling and without personal interest (as detailed in page 1 paragraph

(ii)(a) of this announcement).

12 Total voting shares in the Company being 608,741,749 ordinary shares.

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RESOLUTION 4

RESOLUTION DETAILS Total no. of shares represented by votes for and against the resolution FOR AGAINST

• No. of Shares

As a percentage of total no. of votes for and against the resolution (%)

• No. of

Shares As a percentage of total no. of votes for and against the resolution (%) Resolution 4 To consider and approve the proposed amendment to the Articles

• f Association.

252,846,999 252,816,999 99.99% 30,000 0.01%

Resolution 4 requires only a simple majority exceeding 50% of the votes cast (abstentions are disregarded). Resolution 4 is therefore carried, based on the poll results as set out above. (b) Details of parties who are required to abstain from voting on any resolution: No party is required to abstain from voting on the resolution put to vote at the SGM. (c) Name of firm and/or person appointed as scrutineer: Lee Lih Feng of DrewCorp Services Pte Ltd was appointed as scrutineer of the SGM. BY ORDER OF THE BOARD Haim Brosh Chief Financial Officer and Joint Company Secretary 13 February 2019 This announcement has been prepared by The Trendlines Group Ltd. (the "Company") and its contents have been reviewed by PrimePartners Corporate Finance Pte. Ltd. (the “Sponsor") for compliance with the Singapore Exchange Securities Trading Limited (the "SGX-ST") Listing Manual Section B: Rules of Catalist. The Sponsor has not verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement, including the accuracy, completeness or correctness of any of the information, statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Ms. Jennifer Tan, Associate Director, Continuing Sponsorship, (Mailing Address: 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 and E-mail: sponsorship@ppcf.com.sg)

SGX:42T OTCQX: TRNLY

The Trendlines Group Building value 2015-2019

Steve Rhodes Chairman and CEO 13 February 2019

Legal disclaimer

Important notice This presentation is for informational purposes only and does not constitute or form any part of any offer for sale or subscription of, or solicitation

• f, any offer to buy or subscribe for any securities of The Trendlines Group Ltd. (“Company”) or any of its portfolio companies nor shall it or any

part of it form the basis of, or be relied on in connection with, any contract, commitment or any investment decision whatsoever in Singapore, Israel, the United States or in any other jurisdiction. The summary information herein does not purport to be complete. The information in this presentation should not be relied upon as any representation or warranty, express or implied, of the Company. No reliance should be placed on the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation. The information is subject to change without notice. The past performance of the Company is not necessarily indicative of its future performance. This presentation may contain statements that constitute forward-looking statements which involve risks and uncertainties. These statements include descriptions regarding the intent, belief or current expectations of the Company or its officers with respect to the results of business operations and financial condition, industry, environment and future events and plans of the Company. Such forward-looking statements are not guarantees of future results, performance or

• achievements. Actual results, performance or achievements of the Company may differ from those expressed in the forward-looking statements

as a result of various factors and assumptions, such as known and unknown risks and uncertainties, including those risk factors discussed in our Offer Document dated 16 November 2015 and in our other filings with the SGXNET. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. In light of these risks and uncertainties, actual events, results and developments could differ materially from those expressed or implied by the forward-looking statements. Reliance should not be placed on these forward-looking statements, which reflect the view of the Company or its officers as of the date of this presentation only. The Company does not undertake any obligation to update or revise any of the forward-looking statements, whether as a result

• f new information, future events or otherwise.

None of the Company or any of its respective affiliates, advisers or representatives shall have any liability whatsoever for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation. Neither this presentation nor any of its contents may be used without the prior written consent of the Company.

A game changer in heart pump technology

Leviticus provides the day-to-day power needs of LVADs

A game changer in heart pump technology

Fully Implanted Ventricular Assist Device (FIVAD) , a fully implanted VAD system, powered wirelessly using both internal and external components allowing patients to walk around without any physical impediments for up to 8 hours a day Achievements

• First in Human implant of FIVAD with successful 40+ day follow-up
• Awarded US$950,000 grant from BIRD Foundation together with

Jarvik Heart, global #3 in the LVAD market

• Fully operational system
• ISO 13485
• Concept validated by key opinion leaders
• High visibility among LVAD players
• Raised US$9.2 million to date
• IP: 12 issued patents; several pending in the United States

CEO: Michael Zilbershlag Trendlines’ director: Steve Rhodes

In November 2015…

November 2015 February 2019

60

Companies started

93

Portfolio value

November 2015 Q3 2018 US$80 million US$ 102.5 million Up $22.5 million 28% increase in value

Exits

November 2015 February 2019

5 8

Start-up to commercialization

November 2015 February 2019 Stimatix GI 2-3 years from market

In market

November 2015 February 2019

B.Braun

Strategic investors

B.Braun (ApiFix, Fidmi, Gordian, Trendlines Medical Singapore) Bayer (Fund, IBI-Ag) Cogentix (Vensica) Johnson & Johnson (OrthoSpin) Neovia (AquiNovo) Nutreco (ViAqua) Hubei Forbon Technologies (Saturas) Miguel Torres Winery (Saturas) Yotvata (EdenShield) Agar (MemTech)

VisVires New Protein (ViAqua Therapeutics)

Singapore partnerships

November 2015 February 2019

NHG SGH K2 Global A*STAR SEEDS Capital Enterprise Singapore New Protein Ventures Sirius Capital Asdew Partners

November 2015 February 2019 Best practices recognition

• SIAS Good Governance Award

Best IR for Catalist Company Incubator in Singapore

• Trendlines Medical Singapore

SIIRD projects

• Trendlines Labs – SGH

SolChip – Styl Solutions Conferences

• ReThink Agri-Food Innovation; Indoor Ag-Con

Activity in Singapore

Looking ahead: Trendlines AgriFood fund + AFIC

• US$40 million agrifood tech-focused venture fund

Over-subscriptions accepted up to US$ 60 million

• The Fund will employ a blended early/late-stage investment strategy
• 1/3 invested in Singapore-based, early-stage agrifood tech start-ups
• 2/3 invested in commercialization-stage agrifood tech companies from around the world,

particularly Israel

• Trendlines Agrifood Innovation Center (AFIC, will be the fund manager and will provide incubation to

start-up portfolio companies; market entry and development support to the later-stage portfolio companies

• Goals of blended investment strategy
• To achieve early exits
• To attain IRR of at least 20%
• MAS license pending
• Applying for enhanced tier fund tax incentive under 13X or 13R Income Tax Act

Commitment of Singapore Government Support

• Lead investor: Prominent Singapore investment fund

Committed to invest 25% of fund, up to US$10 million

• Enterprise Singapore
• Early-stage companies can access proof-of-concept and proof-of-value

funding, up to total of SGD 750,000 per company at favorable terms

• Application pending for grant funding for incubator
• Agreement to co-invest with Fund: SEEDS Capital (Enterprise Singapore)
• 70% of SEEDS’ profits paid to the Fund, increasing Fund yield

Management changes

Todd Dollinger Chairman & CEO Steve Rhodes Chairman & CEO Eric Loh CEO Trendlines Medical Singapore Nir Goldenberg CEO Trendlines Labs Haim Brosh CFO & Joint Co. Sec’y. Barak Singer CEO Trendlines Incubators Israel Nitza Kardish, Ph.D. VP The Trendlines Group

Increasing number of portfolio companies Building portfolio companies’ value through intense support Building companies for exit Trendlines Labs: creating new IP and new portfolio companies Planned Agrifood Innovation Center in Singapore - AFIC

Factors driving value expansion

1 2 3 4 5

SGX: 42T OTCQX: TRNLY +972.72.260.7000 www.trendlines.com

13 February 2019

Steve Rhodes, Chairman & CEO steve@trendlines.com