Proxy Solicitation & Information Statement • Jun 15, 2016
Proxy Solicitation & Information Statement
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C460����� ��"�2PublicEVOGENE LTD10185Corporation no: 512838723Stock Exchange/Market: -12369670Gad Feinstein St 13, P.O.B 2100 , Rehovot 76121 , ,Tel: 08-9311900 , Fax: 08-9466724E.mail address: [email protected] via MAGNA: 15/06/2016 Time of broadcast: 14:12 14:09:51
| Company site: | www.evogene.com |
Reference: 2016-02-050841
| Israel Securities Authority | Tel Aviv Stock Exchange | |||||
| www.isa.gov.il | www.tase.co.il |
_________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: 18/05/2016it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 20/07/2016 time: 15:00
| at address: | 13 Gad Feinstein st., Rehovot, 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: 20/06/2016
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:The re-election of each of (a) Mr. Martin S. Gerstel., (b) Mr. Ziv Kop, (c) Dr. Adina Makover, (d) Mr. Leon Y. Recanati and (e) Dr. Kinneret Livnat Savitsky (who together constitute the members of our current Board of Directors who have been nominated for an additional term of service) to serve as a director of our Company for a one-year term, until the next annual general meeting of shareholders of the Company and until their respective successors are elected and 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:The ratification and approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company�s independent registered public accounting firm for the year ending December 31, 2016 and until the Company�s next annual general meeting of shareholders, and the authorization of the Company�s Board of Directors and/or the audit committee thereof to fix such accounting firm�s annual compensation.
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:Approval of the payment of a cash bonus to the Company�s President & Chief Executive Officer in respect of 2015 in an amount of $89,310 as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).
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 | _________ |
44The item/decision and its particulars:Approval of the objectives related to, and target amount and potential payment in 2017 of, a cash bonus to the Company�s President & Chief Executive Officer to the extent of his achievement during 2016 of those objectives, in accordance with the Company�s 2016 annual bonus plan as determined by our Board of Directors (based on the recommendation of the compensation and nominating committee thereof).
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 | _________ |
55The item/decision and its particulars:In addition, members of the Company�s management will be available to review and discuss the Company�s financial statements for the year ended December 31, 2015.
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: 6K_2016_AGM_notice_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 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): |
| Previous names of reporting entity: |
| Date of revision of form structure: 08/06/2016 |
| - - - |
| Name of the Signatory: : Shalem Merav , Position of Signatory in the reporting corporation: Attorney/Legal Counsel , Name of Employer Company: . |
| Gad Feinstein St. 13 Rehovot 7612002 Telephone: 08-9311900 , Facsimile: 08-9466724 , E-mail: [email protected] 1 |
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