Proxy Solicitation & Information Statement • Apr 12, 2019
Proxy Solicitation & Information Statement
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convening of meeting false
| ����-�� ���� ��"� | 2 670 |
| SAFE-T GROUP LTD | |
| Corporation no: 511418477 | 11227 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 11/04/2019 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2019-02-036196 | Time of broadcast: 23:47 23:30:44 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is mandatory for companies which are subjected to the Israeli Companies Law and is optional for foreign companies.
Please note that in the case of delayed publication of report, no changes will be allowed after the form is submitted.
| Delay the publication of a report | _________ | _________ |
1. The delay of the report can be done up to 72 hours maximum from the date of filling out the form.2. Attention that in accordance with the provisions of the law, the reporting date must be simultaneous with the report in the foreign exchange.
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: 04/04/2019it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 16/05/2019 time: 15:30
| at address: | At the Company�s offices, at 8 Aba Eban Blvd., Herzliya, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1083856Security name Safe-TSecurity 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: 15/04/2019
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To appoint Mr. Chen Katz as a member of the Company�s Board of Directors
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 | _________ |
22The item/decision and its particulars:To appoint Ms. Noa Matzliach as a member of the Company�s Board of Directors
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 Mr. Chen Katz�s terms of compensation as active Chairman of the Company�s Board of Directors
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 | _________ |
44The item/decision and its particulars:To approve Mr. Amir Mizhar�s terms of compensation as 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 | _________ |
55The item/decision and its particulars:To reappoint Mr. Yehuda Halfon for an additional three-year term as an external director of the Company and to approve Mr. Halfon�s remuneration terms
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesAre you a controlling shareholder of the Company and or have a personal interest (as such terms are defined in the Companies Law and in the Proxy Statement, other than a personal interest that is not the result of the shareholder�s connections with a controlling shareholder) in the re-appointment of Mr. Halfon as an external director of the Company and/or approval of his remuneration?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 set forth in the Proxy Statement with regard to Proposal No. 5. |
66The item/decision and its particulars:To appoint Mr. Moshe Tal as an external director of the Company and to approve Mr. Tal�s remuneration terms
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesAre you a controlling shareholder of the Company and or have a personal interest (as such terms are defined in the Israeli Companies Law, 5799-1999 (the �Companies Law�) and in the Proxy Statement, other than a personal interest that is not the result of the shareholder�s connections with a controlling shareholder) in the appointment of Mr. Tal as an external director of the Company and/or approval of his remuneration?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 set forth in the Proxy Statement with regard to Proposal No. 6. |
77The item/decision and its particulars:To increase the Company�s registered share capital, and to amend and restate the Company�s articles of association to reflect the same
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 | _________ |
88The item/decision and its particulars:To adopt, authorize and approve the U.S. Addendum to the Safe-T Group Global Equity Plan, under which incentive stock options may be granted to our U.S. subsidiary employees and to any other employees of any U.S. affiliate of the Company that may be incorporated in the future in accordance with the U.S. Internal Revenue Code of 1986, as amended, as described 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 | _________ |
99The item/decision and its particulars:To approve the transactions for the Company�s acquisition of NetNut Ltd. (�NetNut�) and certain assets of DiViNetworks Ltd. (�NetNut Transaction� and �DiVi�, respectively), including (i) approval of a material share and asset purchase agreement with NetNut, whereby the Company will acquire 100% of the outstanding share capital of NetNut and certain assets of DiVi, NetNut�s controlling shareholder, which have been deemed necessary for the effective ongoing operations of NetNut; and (ii) approval of a material private offering of the Company�s ordinary shares (as such term is defined in Companies Law) to the shareholders of NetNut in connection with the NetNut Transaction, including in accordance with Section 328(b) of the Companies Law
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 | _________ |
1010The item/decision and its particulars:To approve the transactions for obtaining by the Company of a convertible loan from certain lenders (the �CLA Transaction� and �Lenders�, respectively), including (i) approval of a material securities purchase agreement with the Lenders, against issuance of convertible debentures and warrants to purchase the Company�s ADSs; and (ii) a material private offering of the Company�s ordinary shares originating from conversion or exercise of such debentures and warrants in connection with the CLA Transaction, including in accordance with Section 328(b) of the Companies Law
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: f6k041119_safetgroupEDGAR9i_Bannerless_isa.pdf
4. AttachedNo wording of the voting letterNo position notification_________
Yes declaration of candidate to serve as director in corporation.No declaration of independent directorYes declaration of outside directorDirectors_statments_isa.pdf
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 Company�s offices, at 8 Aba Eban Blvd., Herzliya, Israel, during normal business hours.
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: '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: -1 | Date of revision of form structure: 19/02/2019 |
| Address: .Abba Eben Blvd 8 , Herzelia 4672526 , Tel: 09-8666110 , Fax: 073-7694952 | |
| E-mail address: [email protected] Company site: www.safe-t.com | |
| Previous names of reporting entity: COMPANY MARGING PURPOSE LTD, AVIV ADVANCED SOLUTIONS LTD. | |
| Name of the Signatory: AVNIT SHAI Position of Signatory in the reporting corporation: Chief Financial Officer Name of Employer Company: Lipa Meir & Co. advocats | |
| Address: Abba Eben 8 , Herzelia 4672526 Telephone: 09-8666110 Facsimile: 073-7694952 E-mail: [email protected] 1 | |
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