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Brainsway Ltd.

Pre-Annual General Meeting Information Oct 31, 2019

6701_rns_2019-10-31_acb1ba46-8bc5-4d37-9a63-7d85b634b930.htm

Pre-Annual General Meeting Information

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convening of meeting false

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BRAINSWAY LTD
Corporation no: 513890764 10767
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 31/10/2019
www.isa.gov.il www.tase.co.il Reference: 2019-02-107002 Time of broadcast: 20:41 20:38:07

Amended report for distorted report sent on date 17/10/2019 Whose reference number was: 2019-02-104011

The distortion: Amended Notice of Special General Meeting of Shareholders to be held on November 25, 2019
The distortion cause: The Board has resolved to remove item 3 from the Agenda filled on October 17, 2019
The main amendment: The Board has resolved to remove item 3 from the Agenda filled on October 17, 2019

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: convening of meeting

The reference number for the most recent notification of a meeting is 2019-02-104011 which was called for the date 25/11/2019

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 26/09/2019it was decided on convening of meeting general meeting _________ ,that will be held on the day Monday on the date : 25/11/2019 time: 15:00

at address: 19 Hartum Street, Bynet Building, 3rd Fl, Har HaHotzvim, Jerusalem, 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 1100718Security name ���������� 0.04 �"�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: 17/10/2019

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve the engagement of Dr. David Zacut, the Company's Chairman of the Board, as the interim Chief Executive Officer of the Company until the nomination of a new Chief Executive Officer and for a period of up to one year commencing on September 22, 2019, and the increase of the capacity of his consultancy services to the Company accordingly.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes1. Are you a controlling shareholder of the Company (as defined in the Companies Law)? 2. Do you have a personal interest in the approval of 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 simple majority _________

22The item/decision and its particulars:To approve an amendment to Article 80 of the Company's Articles of Association in the manner set forth in the Proxy Statement.

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: Voting

Majority required simple majority _________

33The item/decision and its particulars:To approve an amendment to Article 7 and Article 82 of the Company's Articles Association in the manner set forth in the Proxy Statement.

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: Voting

Majority required not a simpe majority at least 66.66%

43The item/decision and its particulars:To approve the Brainsway Ltd. Amended and Restated 2019 Share Incentive Plan.

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: Voting

Majority required simple majority _________

Attachment of report of convening meeting: Amended_Notice_of_Meeting_and_Proxy_Statement_isa.pdf

4. AttachedYes wording of the voting letterNo position notificationPROXY_CARD_A_isa.pdf

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 above19 Hartum Street, Bynet Building, 3rd Fl, Har HaHotzvim, Jerusalem, Israel. Sunday through Thursday between 10:00-15:00

6. Link to the Voting System site: Voting System

Meeting Identifier: 2019-02-104011Note: '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: BWAY Date of revision of form structure: 29/10/2019
Address: ����� 19 , ������� 91451   , Tel: 02-5813140 , Fax: 02-5812517
E-mail address: [email protected]   Company site: www.Brainsway.com
Previous names of reporting entity:
Name of the Signatory: Levy Hadar Position of Signatory in the reporting corporation: Chief Financial Officer Name of Employer Company:
Address: Hartum Street, Bynet Building 19 , Jerusalem 9777518 Telephone: 97225824030 Facsimile: 97225812517 E-mail: [email protected] 1

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