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B Communication — AGM Information 2014
Jun 30, 2014
6676_rns_2014-06-30_aceef9ca-bd4b-47e3-8768-586765378a89.pdf
AGM Information
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B COMMUNICATIONS LTD. 2 Dov Friedman S t reet, Ramat - Gan, 52503 0 1, Israel NOTICE OF 2014 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dea r . Sharehold e rs:
We cordially in v ite you to the 2014 A n nual Gene r al Meeting of Sharehol d ers to be h eld on Mo n day, Augus t 11, 2014 a t 10:00 a.m. (Israel tim e ) at our off i ces at 2 D o v Friedman Street, Ra m at Gan 525 0 301, Israel. At the Meeting, shareh o lders will b e asked to a dopt the following reso l utions:
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To reelect three direc t ors, to ho l d office u n til our ne x t annual g e neral mee t ing of shareholder s (Mr. Shaul Elovitch; M r . Or Elovit c h; Ms. Anat Winner).
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To ratify a n d approve t h e reappoin t ment of So m ekh Chaikin, registere d public acc o unting firm, a me m ber of KPMG Internatio n al, as our i n dependent r e gistered pu b lic account a nts for the year en d ing Decem b er 31, 2014, and to auth o rize our Bo a rd of and o u r Audit Co m mittee (under their authority in accordance with the in t he Israeli C o mpanies La w ), the auth o rity to fix the com p ensation o f such indep e ndent regis t ered public a ccountants in accordan c e with the volume and natur e of their s e rvices. Inf o rmation on fees paid to the Co m pany’s independen t public acco u ntants will b e provided at the Meeti n g.
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In addition, our audito r ’s report an d consolida t ed financial statements for the year ended December 3 1, 2013 will be reviewe d and discuss e d at the Me e ting.
Sha r eholders m a y review th e full versio n of the pro p osed resolu t ions in the P roxy State m ent as well as the acc o mpanying p roxy card, on, or abo u t, July 7, 2 014, via th e Israeli Se c urities Aut h ority’s elec t ronic filing s ystem at htt p ://www.ma g na.isa.gov. i l or the web s ite of the T e l-Aviv Sto c k Exchange Ltd. at http: / /maya.tase.co.il, and als o at our offic e s (2 Dov F r iedman St., R amatGan , 5250301, Israel - +972-3-92400 0 0 (phone), +972-3-93 9 -9832 (fax)). Our co m pany’s repr e sentative is Mr. Ami B a rlev (2 Dov Friedman S t reet, Ramat Gan, Israel - Tel: 050-2 0 29021 Fax: 03-753092 7 ).
Sha r eholders of r ecord at the close of bus i ness on Jul y 2, 2014 are entitled to notice of and to vote at t h e meeting. You can v o te either by mailing in your proxy or in perso n by attend i ng the mee t ing. If voti n g by mail, t h e proxy m u st be receiv e d by our tr a nsfer agent o r at our re g istered offi c e in Israel a t least fort y -eight (48) h ours prior t o the appoi n ted time o f the meetin g to be vali d ly included in the tally of ordinary shares vote d at the mee t ing. If you a ttend the m eeting, you may vote in person and your proxy w ill not be u sed. Detaile d proxy voti n g instructions will be p r ovided bot h in the Prox y Statement a nd on the e n closed prox y card.
Quorum and Voting:
The quorum for any shareh o lders meeti n g shall incl u de the pres e nce, in per s on or by pr o xy, of shar e holders hol d ing or repr e senting, in t he aggregat e , at least o n e third of t h e voting rig h ts. No busi n ess shall b e considered or determi n ed at a gen e ral meeting, unless the r equisite qu o rum is pres e nt within h a lf an hour f r om the time appointed f o r the genera l meeting. If within half a n hour fro m the time a p pointed for the general meeting a q uorum is n o t present, t h e general m eeting shal l stand adjo u rned to the s ame day on e week thereafter, at the s ame time a n d place, or t o such othe r time as de s ignated in t h e notice fo r such meeti n g (“Adjour n ed Meeting ” ). If within h alf an
hour from the time appointed for the Adjourned Meeting a quorum is not present, any number of shareholders present shall represent a quorum.
Our Articles of Association require each shareholder that wishes to participate in the meeting to certify to us prior to the vote, or if the shareholder is voting by proxy, in the proxy card, as to whether or not his or her holdings in our company or his or her vote requires the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Israeli Communications Law (Telecommunications and Broadcasting), 1982 or the Communications Order (Determination Of Essential Service Provided By “Bezeq” The Israeli Telecommunications Corp., Limited), 5757-1997, or the Communications Order. If a shareholder does not provide such certification, such shareholder will not be entitled to vote at the meeting and such shareholder’s vote will not be counted for quorum purposes.
According to our Articles of Association, “Exceptional Holdings” do not entitle the holder to vote such shares at the meeting. “Exceptional Holdings” are defined in the Israeli Communications, and a description of the definition of “Exceptional Holdings” will be included in the Proxy Statement.
Voting:
An affirmative vote of the holders of a majority of the ordinary shares represented at the meeting, in person or by proxy, entitled to vote and voting thereon, is required to approve the proposals stated above.
June 30, 2014
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