AGM Information • Dec 9, 2013
AGM Information
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UNITRONICS (1989) (R"G) LTD.
PRESS RELEASE Airport City, Israel December 9 th , 2013
***Regulated Information*** ***For Immediate Release***
Airport City, Israel – December 9th, 2013 – Unitronics published the attached Immediate Report pursuant to the requirements of Israeli law, in concerning with the Results of a General Meeting of Shareholders for Approval of a Transaction with a Controlling Shareholder and/or Approval of a Private Offering and / or Approval of Multiple Tenure of the Chairman, CEO and / or the appointment of an external Director
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.
This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.
Pursuant to regulation 13 to the Israeli Securities Regulations (Transactions between the Company and a Controlling Shareholder), 5761-2001 and/or regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 5760 – 2000, and to regulation 36d(b) to the Israeli Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
| 1 | other | Approval of compensation policy for officers of the Company pursuant to Amendment No. 20 to the Companies Law. |
|---|---|---|
| 2 | Dual Position Chairman and CEO |
Authorization of Mr. Haim Shani to serve as chairman of the board in addition to his position as Company CEO. |
the resolutions detailed below were adopted:
Type of transaction / Voting Subject: Other
Subject's Extract: Approval of compensation policy for officers of the Company pursuant to Amendment No. 20 to the Companies Law.
Summary of the proposed resolution: It was resolved to approve the Company's compensation policy in the wording attached as Appendix A to the supplementary notice of convening, which was issued on November 17, 2013 (Reference No. 2013-01-193608).
Assembly decided: to approve
Number of shares / securities participating in the vote: 7,607,659
Number of shares / securities voted in favor: 7,333,152
Number of shares / securities participating in the vote, and are not classified as shares whose holders have a personal interest / of non-controlling shareholders or have a personal interest in the appointment, excluding personal interest that does not result from the association with a control shareholder: 1,515,114 of which 1,240,607 voted in favor of approving the transaction and 274, 507 voted against approval of the transaction.
Number of shares participating in the vote which are not classified as shares whose owners control the company / as shares have a personal interest in the approval of the decision: 1,515,114, of which 1,240,607 voted in favor of approving the transaction.
Number of shares / securities voted against: 274,507
Percentage of votes for approval of the transaction from the total number of voters who have a personal interest / non-controlling or having a personal interest in the appointment, excluding personal of interest that does not result associate with a control: 81.88%
Percentage of votes for approval of the transaction from the total number of voters who are not controlling shareholders / do not have a personal interest in the approval of the resolution: 81.88%
Percentage of votes against from the total voting rights in the Company: 2.74%
2.
Type of transaction / Voting Subject: Dual Position- Chairman and CEO
Subject's Extract: Authorization of Mr. Haim Shani to serve as chairman of the board in addition to his position as Company CEO.
Summary of the proposed resolution: It was resolved to authorize Mr. Haim Shani to serve as chairman of the Company's board of directors in addition to his position as Company CEO, for an additional term of three years commencing on December 9, 2013.
Assembly decided: to approve
Number of shares / securities participating in the vote: 7,607,659
Number of shares / securities voted in favor: 7,540,152
Number of shares / securities participating in the vote, and are not classified as shares whose holders have a personal interest / of non-controlling shareholders or have a personal interest in the appointment, excluding personal interest that does not result from the association with a control shareholder: 1,515,114 of which 1,447,607 voted in favor of approving the transaction and 67, 507 voted against approval of the transaction.
Number of shares participating in the vote which are not classified as shares whose owners control the company / as shares have a personal interest in the approval of the decision: 1,515,114, of which 1,447,607 voted in favor of approving the transaction.
Number of shares / securities voted against: 67,507
Percentage of votes for approval of the transaction from the total number of voters who have a personal interest / non-controlling or having a personal interest in the appointment, excluding personal of interest that does not result associate with a control: 95.54%
Percentage of votes for approval of the transaction from the total number of voters who are not controlling shareholders / do not have a personal interest in the approval of the resolution: 95.54%
Percentage of votes against from the total voting rights in the Company: 0.67%
4. Presentation of the Company's financial statements and periodic report for 2012- In an unanimous vote of all participants votes It was resolved to confirm that the audited financial statements of the Company, the report of the Company's board of directors on the state of the corporation's affairs, including the fee of the Company's audit accountants for audit actions and their fee for other actions, and the periodic annual report (in the Barnea Committee format) for the
3. Appointment of Ms. Edna Ramot for an additional term as a director of the Company - In a majority of 95.79% of participants votes It was resolved to reappoint Edna Ramot to an additional term as a director of the Company (Category A), up to the next annual general meeting of the Company for 2016, in accordance with the Company's articles.
year ended December 31, 2012 were presented to the general meeting of the Company.
5. Reappointment of the audit accountants and authorization of the Company's board of directors to determine their fee- In an unanimous vote of all participants votes It was resolved to approve the reappointment of the Amit Halfon accounting firm as the audit accountants of the Company for 2013 and for the period up to the next annual general meeting of the Company's shareholders, and to authorize the Company's board of directors to determine its fee.
Attached file. The file will include, for each voter, the data required in this form.
-Detailing of the vote according to the above numbering of items.
| Ser. No. |
Numbering of item on the agenda |
Last name of shareholder or security holder / name of corporation (Hebrew) (1) |
First name of shareholder or security holder |
Number of securities |
Personal interest (2) |
Manner of voting |
Voting instrument / power of attorney |
|---|---|---|---|---|---|---|---|
| 1 | Subject | _ | _ | _ | _ | _ | _ |
| 1 | ||||||
|---|---|---|---|---|---|---|
| Last name of shareholder or security holder (Hebrew) / name of corporation (Hebrew): ____ | ||||||
| First name of shareholder or security holder (Hebrew): ____ | ||||||
| Last name of shareholder or security holder / name of corporation (Latin spelling): ____ | ||||||
| First name of shareholder or security holder (Hebrew): _ (Latin spelling): _ | ||||||
| Type of identity number: ____ | ||||||
| Identity number: ____ | ||||||
| Participation in the meeting is by virtue of holding security number : ____ | ||||||
| Place of incorporation of shareholder or security holder / country of passport: ____ | ||||||
| Name of holder of power of attorney: ____ | ||||||
| Type of identity number of holder of power of attorney: ____ | ||||||
| Identity number of holder of power of attorney: ____ | ||||||
| Country of passport: ____ | ||||||
| If the Company knows of any connection between the voter (who does not have a personal interest) and | ||||||
| the Company or any of its controlling persons, including employer-employee relations, business relations, | ||||||
| etc. – specify its nature: | ||||||
| ____ |
| Report | Date of issue | Reference No. | ||
|---|---|---|---|---|
| ____ | ____ | ____ |
Name of signatory on the report: Mr. Yair Itscovich, Signatory's position in the Company: Chief Financial Officer Date of signature of the report: December 9, 2013
| Ser. | Name of | Number | Voting | Personal | Subject 1 (compensation | Subject 2 Dual Position | ||
|---|---|---|---|---|---|---|---|---|
| No. | participant | of | instrument | interest | policy) | |||
| securities | / power of | In Favor | Against | In Favor | Against | |||
| attorney | ||||||||
| 1 | Haim Shani | 6,092,545 | Yes | 6,092,545 | 6,092,545 | |||
| 2 | Hammer Gruppen | 685,121 | Voting | No | 685,121 | 685,121 | ||
| ApS | instrument | |||||||
| 3 | Yelin Lapidot | 64,007 | Voting | No | 64,007 | 64,007 | ||
| ProvidentFunds | instrument | |||||||
| Management Ltd | ||||||||
| 4 | Meitav Dash | 3,500 | Voting | No | 3,500 | 3,500 | ||
| Trust Funds Ltd | instrument | |||||||
| 5 | Tamir Fishman | 207,000 | Voting | No | 207,000 | 207,000 | ||
| Trust Funds Ltd | instrument | |||||||
| 6 | Public | 555,486 | Voting | No | 555,486 | 555,486 | ||
| instrument | ||||||||
| Total | 7,607,659 | 7,333,152 | 274,507 | 7,540,152 | 67,507 |
| Total votes 7,607,659 |
Subject 1 | In Favor 7,333,152 |
Against 274,507 |
|---|---|---|---|
| In percentage | 96.39% | 3.61% | |
| Total Votes (excluding person of interest) | In Favor | Against | |
| 1,515,114 | In percentage | 1,240,607 81.88% |
274,507 18.12% |
| Total voting rights of the Company Percentage of votes "against" , out of the total voting rights of the Company |
10,002,312 2.74% |
||
| Total Votes 7,607,659 |
Subject 2 | In Favor 7,540,152 |
Against 67,507 |
| In percentage | 99.11% | 0.89% | |
| Total Votes (excluding person of interest) | In Favor | Against | |
| 1,515,114 | In percentage | 1,447,607 95.54% |
67,507 4.46% |
| Total voting rights of the Company Percentage of votes "against", out of the total voting rights of the Company |
10,002,312 0.67% |
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