AGM Information • Sep 9, 2015
AGM Information
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C460���� ����� ������ ��"�2PublicPARTNER COMMUNICATIONS COMPANY LTD10680Corporation no: 520044314Stock Exchange/Market: NASDAQ293670P.O.B. 435 , Rosh Ha'ain 48103 , ,Tel: 054-7814190 , 054-7814191 Fax: 054-7814193E.mail address: [email protected] via MAGNA: 09/09/2015 Time of broadcast: 11:15 09:40:36
Reference: 2015-02-117333
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of MeetingRegulation 36B (a) and (d) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999
| The corporation hereby gives notice of: | convening of meeting |
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| 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: 08/09/2015it was decided on convening of meeting annual meeting _________ ,that will be held on the day Tuesday on the date : 27/10/2015 time: 10:00
| at address: | The Company's office at 8 Ha�amal Street, Rosh Ha�ayin, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1083484Security name �"� 0.01 �"�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: 18/09/2015
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-appoint Kesselman & Kesselman, independent certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited group, as the Company's auditor for the period ending at the close of the next annual general meeting
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
22The item/decision and its particulars:To discuss the auditor�s remuneration for the year ended December 31, 2014, as determined by the Audit Committee and by the Board of Directors, and the report of the Board of Directors with respect to the remuneration paid to the auditor and its affiliates for the year ended December 31, 2014
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Reporting
| Majority required simple majority | _________ |
33The item/decision and its particulars:To discuss the Company�s audited financial statements for the year ended December 31, 2014 and the report of the Board of Directors for such period
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Reporting
| Majority required simple majority | _________ |
44(i)The item/decision and its particulars:Approval of the re-election of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Sumeet Jaisinghani, Mr. Yoav Rubinstein, Mr. Arieh Saban,Mr. Ori Yaron , Mr. Arie (Arik) Steinberg and Mr. Yehuda Saban to serve as directors of the Company until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions of the Israeli Companies Law and the Company�s Articles of Association
appointment or dismissal of a director under section 59 and 230 of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
54(ii)The item/decision and its particulars:(A) approval of the Compensation of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Sumeet Jaisinghani, Mr. Yoav Rubinstein, Mr. Arieh Saban and Mr. Ori Yaron and approval and ratification of the Compensation of Mr. Yehuda Saban; (B) approval and ratification of the reimbursement of Reasonable Expenses of each of the directors listed above in clause (A); (C) approval that the directors listed above in clause (A) will continue to benefit from the Company's existing D&O insurance policy and ; (D) approval that the directors listed above in clause (A) who have indemnification letters will continue to benefit from the indemnification thereunder and their indemnification letters will continue in full force and effect; and (E) approval and ratification (subject to the adoption of Resolution 5 below) that Mr. Yehuda Saban will benefit from indemnification under said resolution
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
64(iii)The item/decision and its particulars:(A) approval of the Compensation of Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg; (B) approval and ratification of the reimbursement of Reasonable Expenses of Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg; (C) approval that Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg will continue to benefit from the Company's existing D&O insurance policy ; and (D) approval that Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg who have indemnification letters will continue to benefit from the indemnification thereunder and their indemnification letters will continue in full force and effect
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
75The item/decision and its particulars:Approval and ratification of the grant of an Indemnification Letter to Mr. Yehuda Saban.
The conditions of office and employment of a director according to Paragraph 273(a) of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
86The item/decision and its particulars:Approval of re-appointment of Mr. Barry Ben Zeev as an external director (Dahatz), approval of his remuneration and approval that no change is made to his right to benefit from the Company's D&O insurance policy and indemnification
appointment/extension of office of outside director under sections 239 (b) or 245Reference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
97The item/decision and its particulars:Approval of the severance terms of the former CEO Mr. Haim Romano
Declaration: There is no field appropriate to the classificationReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
108The item/decision and its particulars:Approval of the terms of office and employment of the CEO of the Company, Mr. Isaac Benbenisti
The terms of office and employment of the CEO according to 272(iii1)(1) of the Companies LawReference concerning the last report concerning the matter of a private placement (if it exists) _________
No Transaction between the company and the controlling shareholder under section 275 and 320 (f) of the Companies Law.Reference concerning the last report on the item (if it exists) _________
Amendment of disclosure
An unimportant change or a change that solely credits the company comparing to the previous version of the decision, as detailed at the last report.
No longer on the agenda
item was discussed at previous meeting
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority with no personal interest |
Attachment of report of convening meeting: Proxy_Statement_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationKtav_Hatzbaa_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 aboveMay be reviewd through the Israeli Securities Authority electronic filling system at www.magna.isa.gov.il, or through the website of the U.S Securities.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: |
| Date of revision of form structure: 03/06/2015 |
| - - - |
| Name of the Signatory: : Sandhaus Nomi , Position of Signatory in the reporting corporation: Legal Consultant & Corporate Secretary , Name of Employer Company: . |
| Amal Telephone: 054-3600700 , Facsimile: 074-7394181 , E-mail: [email protected] 1 |
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