Proxy Solicitation & Information Statement • Dec 12, 2016
Proxy Solicitation & Information Statement
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convening of meeting false
| ����� ��"� | 2 670 |
| EVOGENE LTD | |
| Corporation no: 512838723 | 10185 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 12/12/2016 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2016-02-138604 | Time of broadcast: 14:37 14:29:35 |
_________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 _________ 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: 20/11/2016it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Tuesday on the date : 17/01/2017 time: 15:00
| at address: | 13 Gad Feinstein Street, Park Rehovot, Rehovot 7612002, Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1105055Security 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: 18/12/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:Re-election of Ms. Sarit Firon to serve as director of the Company until the 2017 annual general meeting of shareholders of the Company, and until her successor is duly qualified
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:Approval of an updated compensation policy for the directors and other office holders of our Company, or the Compensation Policy, in accordance with the requirements of the Israeli Companies Law, 5759-1999, or the Companies Law.
Does this require disclosure of any ties or other features of the voting security holder? Yespersonal interestNote: 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 | _________ |
33The item/decision and its particulars:Approval of an initial grant of options to purchase 10,000 of our ordinary shares, and subsequent annual grants of options to purchase 2,500 of our ordinary shares, to Ms. Sarit Firon (subject to her re-election pursuant to Proposal 1), in accordance with the grant mechanism described in the Compensation Policy and subject to the terms thereof (including continued service by her on the Board).
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: Evogene_SGM_January_2017_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationEvogene_SGM_Proxy_Card_2017_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 abovehttp://investors.evogene.com/sec-filings.aspx.
6. Link to the Voting System site: Voting System
| 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: 31/10/2016 |
| Address: Gad Feinstein St 13, P.O.B 2100 , Rehovot 76121 , Tel: 08-9311900 , Fax: 08-9466724 | |
| E-mail address: [email protected] Company site: www.evogene.com | |
| Previous names of reporting entity: | |
| Name of the Signatory: Shalem Merav Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company: | |
| Address: Gad Feinstein St. 13 , Rehovot 7612002 Telephone: 08-9311900 Facsimile: 08-9466724 E-mail: [email protected] 1 | |
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