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TAT Technologies Ltd. AGM Information 2007

Sep 20, 2007

7072_rns_2007-09-20_51ecc21f-0d1e-4a79-9284-758f543951c2.pdf

AGM Information

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TAT TECHNOLOGIES LTD. P.O. Box 80 Gedera 70750, Israel

NOTICE OF 2007 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders of Tat Technologies Ltd.:

We are pleased to invite you to the 2007 Annual General Meeting of Shareholders to be held on Thursday, November 8, 2007 at 10:00 a.m. Israel time, at our offices in Park Re'em Industrial Zone, Bnei Ayish, Israel, for the following purposes:

  1. To re-elect seven directors for terms expiring in 2008; Under the Israeli Companies Law, the affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting thereon, is required to elect as directors each of the nominees named above.

  2. To elect two outside directors for three-year terms expiring in 2010; The election of each of the nominees for outside director requires the affirmative vote of a majority of ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting on the matter, provided that either (i) the shares voting in favor of such resolution include at least one-third of the shares of non-controlling shareholders who vote on the matter (excluding the vote of abstaining shareholders), or (ii) the total shareholdings of the non-controlling shareholders who vote against such proposal do not represent more than 1% of the voting rights in our company.

  3. To approve the grant, by our subsidiary Limco Piedmont Inc., of stock options, to Mr. Dov Zeelim, who is deemed to be our controlling shareholder as a result of his holdings in our parent company TAT Industries Ltd., and is also vice chairman of our Board of Directors and our president, and to Mr. Gilon Beck, a member of our Board of Directors;

  4. To approve the entering of our subsidiary Limco Piedmont Inc. into an indemnification agreement with Mr. Dov Zeelim, who is deemed to be our controlling shareholder as a result of his holdings in our parent company TAT Industries Ltd., and is also vice chairman of our Board of Directors and our president and with Mr. Gilon Beck, a member of our Board of Directors, in connection with their offices with Limco Piedmont Inc.;

  5. To approve the grant of a special bonus to Mr. Eran Frenkel, our vice president business development and a family member of Mr. Zeelim, who is deemed to be our controlling shareholder as a result of his holdings in our parent company TAT Industries Ltd., and is also vice chairman of our Board of Directors and our president;

The affirmative vote of the holders of a majority of the ordinary shares, represented at the Meeting in person or by proxy, entitled to vote and voting thereon, is required to approve proposals number 3, 4 and 5, provided that either (i) the shares voting in favor of such resolution include at least one-third of the non-interested shareholders with respect to the item voting on the matter (excluding the vote of abstaining shareholders), or (ii) the total shareholdings of the non-interested shareholders who vote against the item must not represent more than 1% of the voting rights in our company. Under the Israeli Companies Law, a "personal interest" (i) includes the personal interest of a relative of the shareholder (including spouse thereof); (ii) includes the personal interest of a corporation in which the shareholder or relative (including spouse thereof) serves as a director or the chief executive officer, owns at least 5% of the shares, or has the right to appoint a director or the chief executive officer; and (iii) excludes an interest arising solely from the ownership of the company's ordinary shares.


(6) To ratify and approve the reappointment of Baker Tilly Oren Horowitz & Co., C.P.A., members of Baker Tilly International, as our independent registered public accountants for the year ending December 31, 2007 and to authorize our Board of Directors to delegate to our Audit Committee the authority to determine their remuneration in accordance with the volume and nature of their services; and

The affirmative vote of the holders of a majority of the ordinary shares represented at the Meeting, in person or by proxy, entitled to vote and voting thereon, is required to approve the foregoing proposal.

(7) To review and discuss our auditor’s report, and consolidated financial statements for the year ended December 31, 2006.

The Board of Directors recommends that you vote in favor of all of the items, which are described in the attached Proxy Statement.

Shareholders of record at the close of business on October 1, 2007 are entitled to notice of and to vote at the Meeting. You can vote by proxy either by mail or in person. If voting by mail, the proxy must be received by our transfer agent or at our registered office in Israel at least forty-eight (48) hours prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Annual General Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card.