AGM Information • Aug 6, 2015
AGM Information
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C460���� ������ ��"�2PublicALLOT COMMUNICATIONS LTD10441Corporation no: 512394776Stock Exchange/Market: NASDAQ-GS2748670Hanagar 22 , Hod Hasharon 45240 , ISRAEL ,Tel: 09-7619200 , Fax: 09-7443626E.mail address: [email protected] via MAGNA: 06/08/2015 Time of broadcast: 09:43 08:35:28
| Company site: | www.Allot.com |
Reference: 2015-02-090813
| 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: 04/08/2015it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 09/09/2015 time: 14:30
| at address: | 22 Hanagar Street, Neve Ne�eman Industrial Zone B, Hod Hasharon Israel. |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1099654Security 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: 11/08/2015
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To reelect Rami Hadar as a Class III director of the board of directors of the Company (the �Board�), to serve until the 2018 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company�s Articles of Association or the Israeli Companies Law, 5759-1999 (the �Israeli Companies Law�).
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 | _________ |
22The item/decision and its particulars:To reelect Yigal Jacoby as a Class III director of the Board, to serve until the 2018 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company�s Articles of Association or the Israeli Companies Law.
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 | _________ |
33The item/decision and its particulars:To reelect Nurit Benjamini as an Outside Director (as defined in the Israeli Companies Law) of the Company, to serve for a term of three years commencing at the end of her current term, or until her office is vacated in accordance with the Company�s Articles of Association or the Israeli Companies Law.
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 | As shall be fully detailed in the Company's proxy statement. |
44The item/decision and its particulars:To approve the bonus plan for each of the years 2016-2018 for the Company�s Chief Executive Officer (the �CEO�).
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 | As shall be fully detailed in the Company's proxy statement. |
55The item/decision and its particulars:To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot�s independent registered public accounting firm for the fiscal year ending December 31, 2015 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.
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 | _________ |
66The item/decision and its particulars:To report on the business of the Company for the fiscal year ended December 31, 2014, including a review of the fiscal 2014 financial statements.
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 not a simpe majority | No majority required. Reporting only. |
77The item/decision and its particulars:To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
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 not a simpe majority | No majority required. |
Attachment of report of convening meeting: GS_Hebrew_ad_re_2015_meeting_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 above22 Hanagar Street, Neve Ne�eman Industrial Zone B, Hod Hasharon, Israel. Sunday through Thursday, between 09:00 to 17:00.
| 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: : Farkas Gluck Noa , Position of Signatory in the reporting corporation: Legal Counsel , Name of Employer Company: . |
| Hanagar St. Telephone: 052-6011869 , Facsimile: 09-7443626 , E-mail: [email protected] 2 |
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