Pre-Annual General Meeting Information • May 20, 2015
Pre-Annual General Meeting Information
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3.1. Appointment of Mr. Doron Shinar as an Outside Director of the Company for a term of three years, subject to the amendment of the Company's articles, as set forth in the report on the convening of the Meeting (the "Convening Report") to which this notice of convening is attached. For details on Mr. Doron Shinar, see Mr. Shinar's declaration as well as the Questionnaire for a Candidate to Serve as a Company Director, which are attached to the Convening Report.
Summary of the proposed resolution: To appoint Mr. Doron Shinar as an Outside Director of the Company for a term of three years commencing on the date of approval of the appointment by the Meeting.
3.2. Approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Companies Law. For further details on said lease agreement, see Section 3 of the Convening Notice.
Summary of the proposed resolution: To approve an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015, in accordance with Section 275(a) of the Companies Law.
Any shareholder may, at his request, inspect the text of the proposed resolutions, the text of the immediate report issued by the Company in connection with the Meeting, and the attachments thereto, and the voting instrument, at Unitronics House, 3 Arava St., Airport City, Lod, Israel, Sunday through Thursday, during regular business hours, by prior arrangement with Mr. Gabriel Badusa (telephone 03-9778888, fax 03-9778877), up to the day of the Meeting.
| Candidate's name |
Membership on committees of the Company's Board of Directors |
Year in which his tenure as a Director of the Company began |
Accounting and financial expertise |
Changes compared to the details appearing in the periodic report |
|
|---|---|---|---|---|---|
| Doron Shinar |
-- | -- | Yes | -- |
6.1. The required majority for the approval of the item on the agenda set forth in Section 3.1 above (appointment of Mr. Doron Shinar as an Outside Director of the Company) is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders participating in the vote who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the appointment, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder, without taking into account abstentions of such shareholders; or (b) The total number of dissenting votes among shareholders who are not controlling shareholders of the Company or who do not have a personal interest in the approval of the appointment, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder, is not more than two percent of the total voting rights in the Company.
6.2. The required majority for the approval of the item on the agenda set forth in Section 3.2 (approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife) is a majority of the votes of shareholders who are entitled to attend the Meeting and who participate in the vote, provided one of the following is fulfilled: (a) The count of the majority of the votes at the Meeting must include a majority of all the votes of shareholders participating in the vote who do not have a personal interest in the approval of the transaction, without taking into account abstentions of such shareholders; or (b) The total number of dissenting votes among shareholders participating in the vote who do not have a personal interest in the approval of the transaction is not more than two percent of the total voting rights in the Company.
Items 3.1 and 3.2 are items that require the shareholders participating in the vote by this voting instrument to disclose the existence or absence of an interest or another characteristic of the shareholder as prescribed in the Companies Law and the regulations pursuant thereto. In Part Two of this voting instrument, space is allocated for marking off the existence or absence of an interest or other characteristic of the shareholder, as prescribed in the Companies Law and the regulations pursuant thereto, and for detailing such interest, if it exists, in items 3.1 and 3.2 above. It is emphasized that the vote of someone who did not mark off the existence or absence of an interest or another characteristic of the shareholder as stated, or did not provide details as stated, will not be included in the count of the votes at the Meeting.
must be submitted to the Company up to 72 hours before the time of voting. In this regard, the time of submission is the time when the voting instrument and the Attached Documents reached the Company's offices at the address specified above.
The Company does not permit voting via the Internet.
The Company's offices as detailed in Section 4 above.
Up to ten days after the record date, i.e. up to Thursday, June 25, 2015 (the "Deadline for Sending Shareholders' Position Statements").
No later than five days after the Deadline for Sending Shareholders' Position Statements.
A shareholder may, if he so requested, receive the certificate of title at a branch of the Stock Exchange member or through the post. Such a request will be submitted in advance for a particular securities account.
An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting instrument and the position statements on the Distribution Site, from the Stock Exchange member through whom he holds his shares, unless he notified the Stock Exchange member that he does not wish to receive such a link, or that he wants to receive voting instruments by post against payment. A notice concerning voting instruments will apply also to the receipt of position statements.
One shareholder or more holding shares at a rate equivalent to five percent or more of the total voting rights in the Company, and a shareholder holding such a percentage out of the total voting rights not held by the Company's controlling shareholder as this term is defined in Section 268 of the Companies Law ("controlling shareholder"), is entitled, following the convening of the Meeting, to inspect the voting instruments as set forth in Regulation 10 of the Regulations, in person or through a proxy, at the Company's offices, during regular business hours.
Following the publication of the voting instrument there may be changes in the agenda of the Meeting, including the addition of an item to the agenda, and position statements may be published. It will be possible to read the up-to-date agenda and the position statements that have been published in the Company's reports on the Distribution Site.
If the Company has published an amended notice as provided in Regulation 5B of the Companies Regulations (Notice and Announcement of a General Meeting and Class Meeting in a Public Company and Addition of an Item to the Agenda), 5760-2000, it must issue an amended text of the voting instrument pursuant to this regulation on the day of publication of the amended notice, and in any event no later than June 4, 2015.
A shareholder will indicate his manner of voting on each item on the agenda in the second part of this voting instrument.
| Company Name: Unitronics (1989) (R"G) Ltd. |
|---|
| Company's address (for delivery and sending of voting instruments): Unitronics House, 3 Arava St., Airport City, Lod, Israel |
| Company No.: 520044199 |
| Time of Meeting: July 16, 2015 |
| Class of Meeting: Annual and Extraordinary General Meeting |
| Record Date: June 15, 2015 |
| Shareholder's Details |
| Shareholder's name: _________ |
| ID No.: _________ |
| If the shareholder does not have an Israeli identity card: |
| Passport No.: _________ |
| Issuing country: _________ |
| Valid until: _________ |
| If the shareholder is a corporation: |
| Corporation No.: _________ |
| Country of incorporation: _________ |
| Number of agenda item |
Manner of Voting1 | Regarding the appointment of Mr. Doron Shinar as an Outside Director (Section 245(a1) of the Companies Law) – are you a controlling shareholder, an interested party, a shareholder having a personal interest in the approval of the appointment, a senior officer or an institutional investor2 ? |
Regarding the approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Company's Law – do you have a personal interest3 ? |
Are you an institutional investor4 ? |
|||||
|---|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Yes(*) | No | Yes(*) | No | Yes* | No | |
| 3.1 | |||||||||
| 3.2 |
Date: _____________ Signature: ___________________________
_____________________________________
(*) Specify.
1 Failure to mark off this section will be deemed as abstention in the vote on that item.
2 The vote of a shareholder who does not complete this column or marks "yes" without an explanation will not be taken into account. There is no need to specify a personal interest in the approval of the appointment that does not result from the shareholder's relationship with the controlling shareholder.
________
________
________
________
With respect to the appointment of Mr. Doron Shinar as an Outside Director of the Company (see Section 3.1 of this voting instrument above):
Below are details on my being a controlling shareholder, an interested party, a shareholder having a personal interest in the approval of the appointment, a senior officer or an institutional investor:
_____________________________________________________________________
_____________________________________________________________________
With respect to the approval of an agreement of lease from a company controlled by Mr. Haim Shani, the Company's controlling shareholder, and Mrs. Bareket Shani, Mr. Shani's wife, for a period of three years commencing on August 1, 2015 (the date of expiration of the previous lease agreement), pursuant to Section 275(a) of the Companies Law (see Section 3.2 of this voting instrument above):
_____________________________________________________________________
_____________________________________________________________________
Below are details on my having a personal interest:
With respect to shareholders who hold shares through a Stock Exchange member (per Section 177(1)) – this voting instrument is valid only with a certificate of title attached to it, except in cases where the vote is via the Internet.
With respect to shareholders who are registered in the Register of Shareholders – the voting instrument is valid with an attached photocopy of an ID card / passport / certificate of incorporation.
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