Pre-Annual General Meeting Information • Feb 24, 2016
Pre-Annual General Meeting Information
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C460����� ����� ��"�2PublicELBIT IMAGING LTD10814Corporation no: 520043035Stock Exchange/Market: NASDAQ GSM1940670Mota Gur Street 7 , Petach Tikva 4952801 , Israel ,Tel: 03-6086000 , 03-6086048 Fax: 03-6086050E.mail address: [email protected] via MAGNA: 24/02/2016 Time of broadcast: 17:44 17:35:00
| Company site: | www.elbitimaging.com |
Reference: 2016-02-034213
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________Immediate Report of Meeting
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: 31/01/2016it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 31/03/2016 time: 11:00
| at address: | 7 Mota Gur St. Petah-Tikva |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1081116Security 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: 01/03/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve an amended compensation policy for the Company's directors and officers.
Does this require disclosure of any ties or other features of the voting security holder? YesDisclosure of "personal interest" as specified 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 | Disinterested Majority as specified in the Proxy Statement. |
22The item/decision and its particulars:To approve the terms of office and employment of Mr. Doron Moshe as the Company�s Chief Executive Officer.
Does this require disclosure of any ties or other features of the voting security holder? YesDisclosure of "personal interest" as specified 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 | Disinterested Majority as specified in the Proxy Statement. |
33The item/decision and its particulars:To authorize Company's Board of Directors to effect a reverse share split of all of Company's ordinary shares, no par value, at a ratio not to exceed one-for-ten, and to approve related amendment to the Comapy's Articles of Association.
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 | _________ |
44The item/decision and its particulars:To amend Company's Memorandum of Association by restating the authorized share capital to the post reverse split number of shares subject to Item no. 3 approval.
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 | as specified in the Proxy Statement. |
Attachment of report of convening meeting: Proxy_statement_240216_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationProxy_Card_240216_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 aboveThe Company's offices at 7 Mota Gur St., Petah-Tikva, Israel, between 9:00 a.m. and 4:00 p.m. Israel time, Sun-Thur .
6. Link to the Voting System site: Voting System
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): |
| Previous names of reporting entity: ELBIT MEDICAL IMAGING LTD |
| Date of revision of form structure: 31/01/2016 |
| - - - |
| Name of the Signatory: : Moshe Doron , Position of Signatory in the reporting corporation: Chief Executive Officer , Name of Employer Company: ELBIT IMAGING LTD . |
| Mota Gur St. Telephone: 03-6086025 , Facsimile: 03-6086050 , E-mail: [email protected] 1 |
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