AGM Information • Apr 3, 2025
AGM Information
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SARINE TECHNOLOGIES LTD. (Incorporated in Israel) Israel Registration No. 51 1332207 E X T R A O R D I N A R Y G E N E R A L N O TICE O F MEETING NOTICE IS HEREBY (GVEN that an Extraorinary General Meeting ("EGM") of the Shareholders of SARNE TECHNOLOGIES LTD. will be held at the Enpress Ballroom 1, Level 2, at the Singor carton Hotel 76 for and 202 at 40 pm, ingage the or e ne mere a te enval eener he comany o the Comary o
hel at solo, singere in the purpose of considering and the cont content/uploads/2025/2025 EGM notice.pdf. RESOLUTION 1: ORDINARY RESOLUTION
THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION That: the Articles of Association of the Company, a copy of which "Annex A" for identification purposes, be and is heely approved and adopted as the new Articles of Association of the Company in substing Articles of Association of the Company, and the Director of the Company, be and are hereby authoris and things (including executing such documents as may be required) as they nay
consider expedient or necessary to give 2 RESOLUTION 2: ORDINARY RESOLUTION THE PROPOSED RENEWAL OF THE SHARE BUY-BACK MANDATE That: the execise by the Directors of the Company to purchase or otherwire to the Sharence ereeding in aggregat the Peccibed inn ta way of: an on-market purchase ("Of-Market Purchase") through the SS-ST's trading on which the Sinchage on which the Singer are listed and o (ii) determined or formulated by the Company as they consider fit, which scheme shall satisfy all the conditions prescribed by the Singanes Act and the Listing Rules, and otherwise in accordance with all other laws of the SGX-ST as may for the time being be applicable, be and is hereby authorised and approved enerely on the will one one may not the one one on on on on one one one one one director of the conference of the Company of the Company of the Company plant of the 2 Share Buy-Back Mandate may be exercised by the Company at any time and from time to time during the period commencing from the passing of this resolution and expiring on the earliest of: the date on which the next annual general meeting of the Company is held or required by law to be held; (i) the date on which the authority conferred by the proposed Share Buy-Back Mandate is revoked or varied by the Company in general meeting; on
the date on which Share Buy-Backs (ii) (iii) 3 in this resolution: rescribed Limit" means 5% of the issued Shares of the Company as at the date of the passing of this resolution; and "Maximum Price" in relation to a Share to be purchased means an anount (excluding brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses) not exceeding:
(i) in the case of a Prince, and the needing the Chicality of the contribution of the low the low the Sol of an and one of the Socrity of the Soccer of the Cory, or the Cory, or (ii) in the case of an Off-Market Purchase, 20% above the closing market prices of the Shares over the last five (5) Market Days on the SGX-57, on which transactions in the Shares were recorded immediately preceding the Company makes an announcement of an offer under an equal access schene; ব the Directors of the Company, be and are hereby and do all such acts and things (including excuting such documents as may be required) as they may 4. THE PROPOSED ADOPTION OF THE 2025 SHARE OPTION PLAN That: the Sarine Technologies Ld. 2025 Share Option Plan"), details of which are set out in the Circular and, in particular, Appendix C to the Circular, be and 1. is hereby approved and adopted; the Directors be and are hereby authorise the share incentive comnittee or such other committee comprising of Directors appointed by the Board: t to etablish and anninister the 2025 Share Option Plan;
of modify and or annied the 2025 Share Option Plan from time to time provided that such modifications and/or annene (ii) of the 2025 Share Option Plan; and to grant Options in accordance with the rules of the Option Plan and to allot and issue or delier forn time such number of Shares in the capital of
the Company as may be requ (iii) the Directors of the Company, be and are here of online and things (including excuting such documents as may be required) as they may
consider expedient or necessary to give 3. Amir Jacob Zolty Company Secretary 2 April 2025 Notes: Captalied terms used in this Notice of Extraorinary General Meting which are not een shall, unles the context requires otherwise have the same meanings
ascribed to the Compa 2. The corpor of the Copany at the Eon The no vil be no nontent on pricipat though exclopic nean Prince coese thir
Note of Edit the Promant the Circula ville sent onents and act member will need an internet browser and PDF reader to view these documents.
Members may participate in the EGM by: 3 attending the EGM in person; (a) submitting questions to the Chairman of the EGM in advance of, or at, the EGM; and/or voting at the EGM (i) themselves personally or (i) through their proxlies). SRS Investors who wish to appoint the Clairman of the EGM (and not third (c) (. appinting a posyles) o atend the Eol. We now one attering the Edw
A member of the Conpany (other in St of the in St of the lingapore Comanie Act) entiled o atend and vete the 4. shareholding (expressed as a percentage of the whole of the estated by each proxim the provisition the provisition the provision many on the provision m first-named. 5. A member of the Company who is a Relevant Internediary nay appoint more than two (2) proxies to attend and vote at the EGM, but each proxy must be exercise the rights attached to a different share or shares. Where such member appoints more than two (2) proxies, the number and dass of shares in reation to which each proxy has been appointed shall be specified in the proxy form.
A proxy need not be a member of the Company. 6.
7. A member can appoint the Chairnan of the EGM as his is not mandator. If a member wishes to appoint the Chairman of the EGM as proxy, such mentee (whether individual or corporate) must given of or oring for, voting against, or abstention in the instrument appointing the Chairing the Chairna of the EdM will vote or abstain from voting at his discretion.
A Depositors name must appear on the Depositor mantained by The Central Depository (Pet) Limited as at seventy-8. the EGM in order for the Depositor to be entitled to attend and vote at the EGM. SS investor, if any who vish to vote should and SRS Operators of submit their votes the tspect (7) wr the EGW (i. e. by 400 the Chairman o 9. the EGM to vote on their behalf by the cut-off date. The instrument appointing a proxy must:
(a) 10 if submitted by email to the Comany's Singarer Agent, be received by email at [email protected];
if sent personally or by post, be received at the Company, at 4 Haharah Str (c) Vote; or (d) Sharolders who hat app roms before the ate of this note and who hat intrast on the voic to vote on escured to esubmi 11. for holding the EGM. The Company shall be entile the more forms appointing the Chairman of the EGM or other persons) as proxy(es) which was delived by a shareholder to the Conpany before ta valid instrument appointing the Chairmon of the Eola she spearenders port of the shareholder as not withdrawn the appointment. no the miner le be net be net the appintor of this artores invities inviting Mere thatment populing apoving apporting apoving apoving apoving apoving a provins a virused in e 12 13 A member nay ak quetion to the tenson the EGM by:
(a) | When submitting the questions, please provide the Company with the following details, for verification purposes full name; (a) NRICPassport No.Company Registration No., as applicable;
the number of shares held in the Company, and whether they are a shareholder or a corporate shareholder. (c) Any question onitting such identification details will be tabled for approval no later than 18 April 2025 ("Responses to O&A"). The cerear no addess (i) subsquent clarifical in the market of (ii) subscuent subtantial and cuestion which are received individually addressed The Company will, within one month after the tate of the EGM on SGXNet, and the minutes will include the responses to the questions which are addressed during the EGM, if anv. The Company shall be entitled to reject a nintrument appointing a proxies in the included on illegible or where the true intentions of the 15.
By submitting an instrument a poxy(es) andor representaties) to attend speak and any adjoument thereof, anember of the Company (i its agents) of poxies and representative appointed thered) and the preparation and complation of the attendance list, minutes and other documents relaing to the Coll (including and in order for the Company with any applicial and sing rior oglations and agents), the nember has of on onent of such now (in the collection, us and dicksere by the Company of the eresonal data and damages as a result of the member's breach of warranty.
and and and on the mail of the Company for record ceping and to essure the minds prepared the Edwarding, may ne encorded the Edwarding, may be ecorded the Edwards Company for such purpose.
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