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Perion Network — AGM Information 2018
Jun 28, 2018
6979_rns_2018-06-28_6f2378ea-7782-4c11-9c21-34dcbceca7a0.htm
AGM Information
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| ����� ������ ��"� | 2 670 |
| PERION NETWORK LTD | |
| Corporation no: 512849498 | 11707 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 28/06/2018 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2018-02-062332 | Time of broadcast: 19:32 17:23:00 |
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 _________ 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: 28/06/2018it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Thursday on the date : 02/08/2018 time: 16:00
| at address: | 1 Azrieli Center, Building A, 4th Floor, 26 HaRokmim Street, Holon, Israel 5885849 |
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: 03/07/2018
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To elect Mr. Daniel E. Aks, as an external director of the Company for a period of three years, commencing on September 28, 2018.
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 controlling shareholder or do you have a personal interest in the approval of Proposal 1? (Excluding a personal interest that did not result from the shareholder�s relationship with the 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 | As set forth in the proxy statement regarding Proposal No.1 |
22The item/decision and its particulars:To approve the compensation terms of Mr. Eyal Kaplan, the chairman of the board of directors of the Company.
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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 approve amendments to the amended and restated articles of association of the Company (the �Articles of Association�) and amended and restated memorandum of association of the Company (the �Memorandum of Association�) authorizing (i) an increase of the Company�s registered share capital by additional NIS 100,000, such that following the increase, the Company�s registered share capital shall be NIS 1,300,000, consisting of 130,000,000 Ordinary Shares, NIS 0.01 par value each; (ii) a reverse share split of the Company�s Ordinary Shares by a ratio of up to 3:1, to be effective at the ratio and on a date to be determined by the board of directors of the Company, and (iii) the change of the Company�s name to Undertone Ltd. or such a similar name as determined by the board of directors of the Company and approved by the Israeli Registrar of Companies (which change is to become effective subject to and upon the subsequent authorization of the Israeli Registrar of Companies).
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: 6k_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 above1 Azrieli Center, Building A, 4th Floor, 26 HaRokmim Street, Holon, Israel 5885849, upon prior notice and during regular working hours (telephone 972-73-3981571)
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: '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 GSM | Date of revision of form structure: 19/06/2018 |
| 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: Gorgani Alon Position of Signatory in the reporting corporation: General Counsel Name of Employer Company: | |
| Address: Harokmim 26 , Hulon 5885849 Telephone: 054-7940077 Facsimile: 03-6445502 E-mail: [email protected] 1 | |