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Automax Motors Ltd. AGM Information 2019

Apr 22, 2019

6665_rns_2019-04-22_dbe6870c-1ba7-40fb-b4e4-9a44be87a437.htm

AGM Information

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convening of meeting false

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MATOMY MEDIA GROUP LTD
Corporation no: 513795427 11139
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 22/04/2019
www.isa.gov.il www.tase.co.il Reference: 2019-02-039760 Time of broadcast: 14:29 14:22:51

Immediate Report of MeetingWhether to enable voting via the Voting System NoExplanation: 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: 22/04/2019it was decided on convening of meeting annual meeting _________ ,that will be held on the day Tuesday on the date : 28/05/2019 time: 10:00

at address: Alon Building No. 1 at 94 Yigal Alon St., Tel Aviv (at BeAll offices), 6789139, Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1131697Security 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: 13/05/2019

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect Sami Totah as Director

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 re-elect Amir Efrati as Director

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 re-elect Nir Tarlovsky as Director

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 elect Stephane Estryn as Director

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 re-elect Adv. Harel Locker as an �External Director� (as such term is defined in the Israeli Companies Law 5759-1999 (the "Companies Law")) for a second term of three years and the payment of the Director fees set out in Exhibit I to the Notice, which is equal to the maximum amounts set by the Israeli Companies Regulations, (Rules for remuneration and expenses of External Director) 5760-2000 (the �External Directors Remuneration Rules�). In the opinion of the Board of Directors of the Company, relying, inter alia, on statements of competence that Mr. Locker has provided to the Company (attached as Exhibit II to the Notice), Mr. Locker has Accounting and Financial Expertise, as defined in the Companies Law and the Companies Regulations (Conditions and Criteria for Directors with Accounting and Financial Expertise and Directors with Professional Competence), 2005 (hereafter: the �Expertise and Competence Regulations�)

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 in the Company, or 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 not a simpe majority As set forth in the Notice regarding Proposal No. 5.

66The item/decision and its particulars:To elect Mrs. Shirith Kasher (see details below) as an "External Director" for a term of three years and the payment of the Director fees set out in Exhibit I to the Notice, which is equal to the maximum amounts set by the External Directors Remuneration Rules. In the opinion of the Board of Directors of the Company, relying, inter alia, on statements of competence that Mrs. Kasher has provided to the Company (attached as Exhibit II to the Notice), Mrs. Kasher has Accounting and Financial Expertise, as defined in the Companies Law and the Expertise and Competence Regulations

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 in the Company, or 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 not a simpe majority As set forth in the Notice regarding Proposal No. 6.

77The item/decision and its particulars:To re-appoint the Auditors and authorize the Board/Audit committee to set the Auditor�s fees

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 approve that the Directors are authorized to issue and allot equity securities as listed in Exhibit III to the Notice

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 disapplication of pre-emption rights in respect of certain allotments of equity securities as detailed in Exhibit III to the Notice

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 As set forth in the Notice regarding Proposal No. 9.

1010The item/decision and its particulars:To appoint Mr. Sami Totah, Chairman of the Board, to assume an interim CEO position for a term of three years

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 in the Company, or 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 not a simpe majority As set forth in the Notice regarding Proposal No. 10.

Attachment of report of convening meeting: AGM_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 aboveAt the Company's registered offices at Alon Building No. 1 at 94 Yigal Alon St., Tel Aviv (at BeAll offices), 6789139, Israel

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: Hanechoshet 6 , Tel Aviv 6971070   , Israel Tel: 077-3606000 , 077-3606088 Fax: 077-3606100
E-mail address: [email protected]   Company site: www.matomy.com
Previous names of reporting entity:
Name of the Signatory: Shimoni Yahav Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company:
Address: Hanechoshet 6 , Tel Aviv 6971070 Telephone: 077-3606000 Facsimile: 077-3606100 E-mail: [email protected] 1
Israel