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Perion Network — AGM Information 2018
Jan 11, 2018
6979_rns_2018-01-11_5337e081-8af5-42d1-91ea-1390b82e469a.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: | 11/01/2018 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2018-02-004008 | Time of broadcast: 15:18 15:14:42 |
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: 10/01/2018it was decided on convening of meeting annual meeting _________ ,that will be held on the day Thursday on the date : 15/02/2018 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: 16/01/2018
3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:To approve the re-election of Mr. Michael Vorhaus as a director.
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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 | _________ |
22The item/decision and its particulars:To amend the Compensation Policy for directors and officers.
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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 2?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. 2 |
33The item/decision and its particulars:To approve the adjustment of terms of options previously granted to the chief executive officer, Mr. Doron Gerstel
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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 3?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. 3 |
44The item/decision and its particulars:To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the independent public auditors for the year ending on December 31, 2017, and their service until the annual general meeting of shareholders to be held in 2018, and to authorize the board of directors, upon recommendation of the audit committee, to determine the compensation of said independent auditors.
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 notificationa1820993_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 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: 01/01/2018 |
| 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 | |