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Perion Network — AGM Information 2017
Feb 16, 2017
6979_rns_2017-02-16_947a6f1d-7e7d-4d84-8492-333c820b6930.htm
AGM Information
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| ����� ������ ��"� | 2 670 |
| PERION NETWORK LTD | |
| Corporation no: 512849498 | 9326 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 16/02/2017 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2017-02-014587 | Time of broadcast: 14:50 14:09:12 |
_________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: 16/02/2017it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 23/03/2017 time: 16:00
| at address: | 26 Harokmim st. Hulon Israel |
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1095819Security 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: 21/02/2017
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve a revised Compensation Policy for Officers and Directors;
Does this require disclosure of any ties or other features of the voting security holder? YesNot a �controlling shareholder� of the Company under the Israeli Companies Law and do not have a "personal benefit or other interest".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 | Not a �controlling shareholder� or personal interest |
22The item/decision and its particulars:To approve compensation for our new chief executive officer;
Does this require disclosure of any ties or other features of the voting security holder? YesNot a �controlling shareholder� of the Company under the Israeli Companies Law and do not have a "personal benefit or other interest".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 | Not a �controlling shareholder� of the Company and no personal interest |
33The item/decision and its particulars:To approve amended compensation for our directors
Does this require disclosure of any ties or other features of the voting security holder? YesNot a �controlling shareholder� of the Company under the Israeli Companies Law and do not have a "personal benefit or other interest".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 | Not a �controlling shareholder� of the Company and no personal interest |
44The item/decision and its particulars:To approve additional compensation for our chairman of the board
Does this require disclosure of any ties or other features of the voting security holder? YesNot a �controlling shareholder� of the Company under the Israeli Companies Law and do not have a "personal benefit or other interest".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 | Not a �controlling shareholder� of the Company and no personal interest |
Attachment of report of convening meeting: _________
4. AttachedYes wording of the voting letterNo position notificationISA.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 above26 Harokmim street Hulon
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: NASDAQ GSM | Date of revision of form structure: 08/02/2017 |
| Address: HaRokmim 26 , Hulon 5885849 , Tel: 073-3981000 , Fax: 03-6445502 | |
| E-mail address: [email protected] Company site: www.perion.com | |
| Previous names of reporting entity: INCREDIMAIL LTD | |
| Name of the Signatory: Gershoni Levy Limor Position of Signatory in the reporting corporation: General Counsel & Company Secretary Name of Employer Company: | |
| Address: Hanehoshet 4 , Tel Aviv 6971069 Telephone: 03-7696100 Facsimile: 03-6445501 E-mail: [email protected] 1 | |