Pre-Annual General Meeting Information • Nov 7, 2019
Pre-Annual General Meeting Information
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postponement of meeting false
| �� ������������� ��"� | 2 670 |
| B COMMUNICATIONS LTD | |
| Corporation no: 512832742 | 8210 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 07/11/2019 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2019-02-095940 | Time of broadcast: 21:35 21:22:27 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.
The corporation hereby gives notice of: postponement of meeting
The reference number for the most recent notification of a meeting is 2019-02-087213 which was called for the date 14/11/2019
| Reason for Postponement or Cancellation: other | In accordance with the decision of the company board. |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 07/11/2019it was decided on postponement of meeting annual meeting _________ ,that will be held on the day Sunday on the date : 24/11/2019 time: 10:00
| at address: | 2 Dov Friedman Street, Ramat Gan 5250301, Israel. |
For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1107663Security name ����Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 10/10/2019
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect Shlomo Zohar as a director to hold office until our next annual general meeting of shareholders and to approve his terms.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
22The item/decision and its particulars:To elect Efrat Makov as external director, to hold office for three years commencing from the date of the Meeting and to approve her terms of service.
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Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do you have a personal interest in the nominations and/or are you a controlling shareholder (as such terms defined in the Proxy Statement)? 2. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999. |
33The item/decision and its particulars:To elect Michael Klahr as external director, to hold office for three years commencing from the date of this Meeting and to approve his terms of service.
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Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do you have a personal interest in the nominations and/or are you a controlling shareholder (as such terms defined in the Proxy Statement)? 2. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999. |
44The item/decision and its particulars:To approve an amendment to our indemnification agreements with our office holders in respect of acts performed by them in their capacity as our directors and officers.
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Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do your holdings in the Company or vote on the Proposal above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement? 2. Are you a controlling shareholder or shareholder who have a personal interest in the proposal?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999. |
55The item/decision and its particulars:To ratify and approve the reappointment of Somekh Chaikin, registered public accounting firm, a member of KPMG International, as our independent registered public accountants for the year ending December 31, 2019, and to authorize our Board of Directors and our audit committee (under their authority in accordance with the Israeli Companies Law) to fix the compensation of such independent registered public accountants in accordance with the volume and nature of their services.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined in the Proxy Statement?Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
66The item/decision and its particulars:In addition, our auditor�s report and consolidated financial statements for the year ended December 31, 2018 will be reviewed and discussed at the Meeting.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Reporting
| Majority required _________ | _________ |
Attachment of report of convening meeting: proxy_isa.pdf
4. AttachedNo wording of the voting letterNo position notification_________
No declaration of candidate to serve as director in corporation.No declaration of independent directorNo declaration of outside director_________
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveAt the offices of the Company (2 Dov Friedman Street, Ramat Gan 5250301, Israel) - Legal department (050-2029021); during normal business hours.
6. Link to the Voting System site: Voting System
Meeting Identifier: 2019-02-087213Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: TASE | Date of revision of form structure: 29/10/2019 |
| Address: Dov Friedman 2 , Ramat-Gan 5250301 Israel , Israel Tel: 050-2029021 , Fax: 03-6131212 | |
| E-mail address: [email protected] Company site: www.bcommunications.co.il | |
| Previous names of reporting entity: 012 SMILE.COMMUNICATIONS LTD | |
| Name of the Signatory: Barlev Ami Position of Signatory in the reporting corporation: Chief Executive Officer Name of Employer Company: | |
| Address: Dov Friedman 2 , Ramat-Gan 5250301 Telephone: 050-2029021 Facsimile: 03-6131212 E-mail: [email protected] 1 | |
| Israel |
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