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B Communication — AGM Information 2017
Jun 7, 2017
6676_rns_2017-06-07_265c45db-0752-4fa8-8144-9dc549c27861.htm
AGM Information
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convening of meeting false
| �� ������������� ��"� | 2 670 |
| B COMMUNICATIONS LTD | |
| Corporation no: 512832742 | 8210 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 07/06/2017 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2017-02-058206 | Time of broadcast: 16:27 16:14:40 |
Amended report for distorted report sent on date 17/05/2017 Whose reference number was: 2017-02-050346
| The distortion: | ����� 6 ����� ������ �� ����� ������� ������ ���� ���� �� (������� ����� ���� ������) |
| The distortion cause: | ���� ���� |
| The main amendment: | ��� ���� ������ |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: 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 2017-02-050346 which was called for the date 15/06/2017
| 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: 03/05/2017it was decided on convening of meeting annual meeting _________ ,that will be held on the day Thursday on the date : 15/06/2017 time: 14:02
| at address: | 2 Dov Friedman Street, Ramat Gan 5250301, Israel. |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1107663Security 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: 08/05/2017
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect Shaul Elovitch as a director to hold office until our next annual general meeting of shareholders.
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 simple majority | _________ |
22The item/decision and its particulars:To re-elect Or Elovitch as a director to hold office until our next annual general meeting of shareholders.
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 simple majority | _________ |
33The item/decision and its particulars:To re-elect Benny Gabbay as a director to hold office until our next annual general meeting of shareholders.
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 simple majority | _________ |
44The item/decision and its particulars:To approve the renewal of the indemnification agreements for our officers and directors who are deemed controlling shareholders.
Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do you have a personal interest in the proposal and/or are you a controlling shareholder (as such terms defined in the Proxy Statement)? 2. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 | Special majority under the Israeli Companies Law 1999. |
55The item/decision and its particulars:To approve the entry into a new Services Agreement with Eurocom (Directors fees and legal Services)
Does this require disclosure of any ties or other features of the voting security holder? Yes1. Do you have a personal interest in the proposal and/or are you a controlling shareholder (as such terms defined in the Proxy Statement)? 2. Do your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 | Special majority under the Israeli Companies Law 1999. |
66The item/decision and its particulars:To ratify and approve the reappointment of Somekh Chaikin, registered public accounting firm, a member of KPMG International, as the Company�s independent registered public accountants for the year ending December 31, 2016, and to authorize the Company�s Board of Directors and its Audit Committee (under their authority in accordance with the Israeli Companies Law), to fix the compensation of such independent registered public accountants in accordance with the volume and nature of their services.
Does this require disclosure of any ties or other features of the voting security holder? YesDo your holdings in the Company or vote on the Proposals above require the approval of the Prime Minister of Israel and Israeli Minister of Communications pursuant to the Communications Law and Communications Order, as defined 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 simple majority | _________ |
77The item/decision and its particulars:In addition, our auditor�s report and consolidated financial statements for the year ended December 31, 2015 will be reviewed and discussed at the Meeting.
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: Reporting
| Majority required _________ | _________ |
Attachment of report of convening meeting: bcom_proxy_8517_isa.pdf
4. AttachedYes wording of the voting letterNo position notification���_�����_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 aboveAt the offices of the Company (2 Dov Friedman Street, Ramat Gan 5250301, Israel.) - Legal department (050-2029021); during normal business hours.
6. Link to the Voting System site: Voting System
Meeting Identifier: 2017-02-050346
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: NASDAQ-GS | Date of revision of form structure: 06/06/2017 |
| Address: Dov Friedman 2 , Ramat-Gan 52503 Israel , Tel: 03-9240000 , 03-7530928 Fax: 03-7530075 | |
| E-mail address: [email protected] Company site: www.bcommunications.co.il | |
| Previous names of reporting entity: 012 SMILE.COMMUNICATIONS LTD | |
| Name of the Signatory: Barlev Ami Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company: Eurocom communications Ltd | |
| Address: Dov Friedman 2 , Ramat-Gan 52503 Telephone: 03-7530928 Facsimile: 03-7530927 E-mail: [email protected] 1 | |