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Magic Software Enterprises Ltd.

Proxy Solicitation & Information Statement Feb 22, 2018

6900_rns_2018-02-22_0a1dd5e0-3162-4ec5-898b-f4f5fded9091.htm

Proxy Solicitation & Information Statement

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convening of meeting false

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MAGIC SOFTWARE ENTERPRISES LTD
Corporation no: 520036740 2534
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 22/02/2018
www.isa.gov.il www.tase.co.il Reference: 2018-02-017902 Time of broadcast: 09:19 09:16:43

Amended report for distorted report sent on date 23/01/2018 Whose reference number was: 2018-02-008479

The distortion: Delete of item number 8
The distortion cause: Board resolution
The main amendment: Delete of item number 8

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

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 2018-02-008479 which was called for the date 28/02/2018

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: 22/01/2018it was decided on convening of meeting annual meeting _________ ,that will be held on the day Wednesday on the date : 28/02/2018 time: 14:00

at address: 5 HaPlada st., Or Yehuda 6021805, Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1082312Security name ��'�� 0.1 �"�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: 19/01/2018

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To re-elect to our Board of Directors of Mr. Guy Bernstein, for a term expiring at the Company�s 2018 Annual General Meeting of Shareholders

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 to our Board of Directors of Ms. Naamit Salomon, for a term expiring at the Company�s 2018 Annual General Meeting of Shareholders

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 to our Board of Directors of Mr. Avi Zakay, for a term expiring at the Company�s 2018 Annual General Meeting of Shareholders

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 re-elect Mr. Ron Ettlinger to serve as an external director (as such term is defined in the Israeli Companies Law) for a three-year term

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) a controlling shareholder of the Company; or (b) do you have a personal interest in the election of the nominee for external director?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 _________

55The item/decision and its particulars:To approve a revised compensation policy for the Company�s directors and officers

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) a controlling shareholder of the Company; or (b) do you have a personal interest in the approval of the revised compensation policy?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 _________

66The item/decision and its particulars:To approve the grant of indemnity and exculpation undertakings to directors and officers

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) a controlling shareholder of the Company; or (b) do you have a personal interest in the grant of indemnity and exculpation undertakings to the directors and officers?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 _________

77The item/decision and its particulars:To approve a directors and officers� liability insurance policy

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) a controlling shareholder of the Company; or (b) do you have a personal interest in the approval of a directors and officers� liability insurance policy?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 _________

88The item/decision and its particulars:To approve a Services Agreement with a company affiliated with Guy Bernstein, the Company�s CEO, director and affiliate of the Company�s controlling shareholder

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) a controlling shareholder of the Company; or (b) do you have a personal interest in the approval of the Services Agreement with a company affiliated with Guy Bernstein, the Company�s CEO, director and affiliate of Company�s controlling shareholder?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 _________

99The item/decision and its particulars:To ratify and approve 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, 2017 and to authorize its Board of Directors to delegate to the Audit Committee the authority to fix the compensation for such independent registered public accountants in accordance with the volume and nature of their services

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 _________

Attachment of report of convening meeting: _________

4. AttachedYes wording of the voting letterNo position notificationPROXY_SH_Final_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 aboveMagic Software Legal Department

6. Link to the Voting System site: Voting System

Meeting Identifier: 2018-02-008479Note: '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: NASDAQ Date of revision of form structure: 20/02/2018
Address: HaPlada 5 , Or-Yehuda 60218   , Tel: 03-5389292 , Fax: 03-5389393
E-mail address: [email protected]
Previous names of reporting entity: M.S.E-MASHOV SOFTWARE EXPORT LTD
Name of the Signatory: Birk Amit Position of Signatory in the reporting corporation: Legal Adviser Name of Employer Company:
Address: Haplada 5 , Or-Yehuda 60218 Telephone: 03-5389480 Facsimile: 03-5389333 E-mail: [email protected] 1

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