AI assistant
Plus500 Ltd. — AGM Information 2021
May 4, 2021
6292_rns_2021-05-04_12245cdc-f058-4561-8512-7cd669158624.pdf
AGM Information
Open in viewerOpens in your device viewer
In accordance with Listing Rule 9.6.2, the following are the resolutions that do not constitute ordinary business that were passed at the annual general meeting of Plus500 Ltd. on 4 May 2021.
8 To authorise the directors pursuant to Article 10(c) of the Company's Articles of Association ("Articles") to allot and issue up to 5,099,475 Ordinary Shares (representing just under 5 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment.
The authority conferred by this Resolution shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, at the close of business on 4 August 2022, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution, the directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.
9 To authorise the directors pursuant to Article 10(c) of the Company's Articles of Association to allot and issue up to 5,099,475 Ordinary Shares (representing just under 5 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash as if Article 10(b) of the Articles of Association did not apply to such allotment and issue, such authority to be limited to the allotment of equity securities or sale of treasury shares, to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
The authority conferred by this Resolution shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, at the close of business on 4 August 2022, unless such authority is renewed prior to this time. Under the authority conferred by this Resolution the directors may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.
10 To authorise the Company to make purchases of up to 10,198,950 Ordinary Shares (representing just under 10 per cent. of the Company's issued share capital (excluding shares held in treasury)) for cash, provided that: a. the minimum price which may be paid for an Ordinary Share is NIS 0.01, such minimum price being exclusive of any expenses; b. the maximum price which may be paid for an Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the average of the market value for an Ordinary Share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the day on which
that Ordinary Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary share and the highest current 8 independent bid for an Ordinary Share on the London Stock Exchange at the time the purchase is carried out, such maximum price being exclusive of any expenses; and c. this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2022 or, if earlier, at the close of business on 4 August 2022, unless such authority is renewed prior to this time.
Under the authority conferred by this Resolution, the Company may before the authority expires make an offer or enter into an agreement to purchase Ordinary Shares under this authority which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of Ordinary shares in pursuance of such an offer or agreement as if the power conferred in this Resolution had not expired.
- 11 As required by the Israeli Companies Law, 5759-1999 ("Companies Law"), to renew the Company's Remuneration Policy for Directors and Executives, in the form attached as Annex A to the AGM Notice.
- 12 To approve the fees payable to Prof Jacob Frenkel for his services as an Independent Non-Executive Director of NIS 1,605,000 (approx. £350,000) (plus VAT) gross per annum, effective as of the date of the AGM, which shall be paid to Prof Frenkel as follows: (a) NIS 1,260,000 (approx. £275,000) and VAT in cash, and (b) NIS 345,000 (approx. £75,000) by the allotment of ordinary shares of the Company.
- 13 As required by the Companies Law and in accordance with the recommendation of the Remuneration Committee and the Board of Directors, to approve the following remuneration terms for Mr David Zruia, the Chief Executive Officer and an Executive Director of the Company: (a) An increase in the fees payable to Mr Zruia, as an amendment to his employment contract, for his services as Chief Executive Officer and Executive Director from NIS 1,520,000 (approx. £343,000) to NIS 2,060,000 (approx. £450,000) gross per annum, effective 1 January 2021. (b) The payment to Mr Zruia of an annual bonus for the year ending 31 December 2021, with an aggregate value of up to 250 per cent. of the service fee (NIS 5,150,000 (approx. £1,125,000)), as set forth in the explanatory notes. (c) The grant to Mr Zruia of an LTIP award with an aggregate value of up to 250 per cent. of the service fee (NIS 5,150,000 (approx. £1,125,000)), the effective grant date of which shall be 1 January 2021, as set forth in the explanatory notes to the AGM Notice.
-
14 As required by the Companies Law and in accordance with the recommendation of the Remuneration Committee and the Board of Directors, to approve the following remuneration terms for Mr Elad Even-Chen, the Chief Financial Officer and an Executive Director of the Company: (a) An increase in the service contract fee payable to Mr Even-Chen for his services as Chief Financial Officer and Executive Director from NIS 1,700,000 (approx. £384,000) to NIS 2,060,000 (approx. £450,000) (plus VAT) per annum, effective 1 January 2021. (b) The payment to Even-Chen of an annual bonus for the year ending 31 December 2021, with an aggregate value of up to 250 per cent. of the service contract fee (NIS 5,150,000 (approx. £1,125,000) (plus VAT)), all as set forth in the explanatory notes. (c) The grant to Even-Chen of an LTIP award with an aggregate value of up to 250 per cent. of the service contract fee (NIS 5,150,000 (approx. £1,125,000) (plus VAT)), the effective grant date of which shall be 1 January 2021, as set forth in the explanatory notes to the AGM Notice.
-
15 As required by the Companies Law and in accordance with the recommendation of the Remuneration Committee and the Board of Directors, to approve a tax bonus payment of NIS 4,250,000 (plus VAT) (approx. £927,000), which shall be paid to Even-Chen by the allotment of ordinary shares of the Company for the extraordinary contribution and commitment in obtaining a highly beneficial approval from the Israel Tax Authority (ITA) and the Israel Innovation Authority (IIA), the effective payment date of which shall be 1 January 2021, to be held by Even-Chen for a minimum period of two years, as set forth in the explanatory notes to the AGM Notice.
- 16 As an advisory vote, to approve the Directors' Remuneration Report, in the form set out on pages 67 to 75 of the Company's Annual Report for the financial year ended 31 December 2020.