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Istec - Industries and Technologies Ltd. - Notice of an Extraordinary General Meeting of the Shareholders of the Company
TEL AVIV, Israel, March 23, 2010-- Notice is hereby given that an Extraordinary General Meeting of the
Shareholders (the: "Meeting") of Istec - Industries and technologies Ltd., a
company incorporated under the laws of the State of Israel (the "Company"),
will be held at the Company's offices, at22 Hayetzira Street, Petach Tikva,
Israel, on April 22th, 2010 at 13:00 p.m., Israel time. This Notice is a
translation for convenience of the Hebrew version of the notice. In case of
divergence of interpretation between the English version and the Hebrew
version, the Hebrew version shall prevail.
The agenda for the meeting is as follows:
1. Replacement of the Company's Articles of Association. The
full text of the new Company's Articles of Association may be viewed at the
offices of the Company's legal counsel in Israel - Meitar Liquornik Geva &
Leshem Brandwein Law Offices (the: "Legal Counsel's Offices"), at regular
business hours, and upon advance coordination.
2. Re-appointment of (a) Mr. Shlomo Shmeltzer; (b) Mr. Assaf
Shmeltzer; and (c) Ms. Atalia Shmeltzer, for an additional term to the Board
of Directors of the Company.
3. Appointment of Mr. Dov Rabinovich as an External Director
of the Company. Mr. Dov Rabinovich shall be entitled to remuneration in
accordance with the Fixed Annual Remuneration and the Fixed Remuneration per
Meeting, as such terms are defined under the Israeli Companies Regulations
(regulations regarding remuneration and expenses for external director), 2000
(the: "Remuneration Regulations"), considering the Company's category under
such regulations. The Company received Mr. Dov Rabinovich's declaration
regarding his fulfillment of the conditions required for the appointment as
an External Directors, as required under the Israeli Companies Law, 1999 (the
"Companies Law"). The full text of Mr. Dov Rabinovich's declaration may be
viewed at the Legal Counsel's Offices, at regular business hours, and upon
advance coordination.
4. Appointment of Mr. David Shohat as an External Director of
the Company. Mr. David Shohat shall be entitled to remuneration in accordance
with the Fixed Annual Remuneration and the Fixed Remuneration per Meeting, as
such terms are defined under the Remuneration Regulations, considering the
Company's category under such regulations. The Company received Mr. David
Shohat's declaration regarding his fulfillment of the conditions required for
the appointment as an External Directors, as required under the Israeli
Companies Law. The full text of Mr. David Shohat's declaration may be viewed
at the Legal Counsel's Offices at regular business hours, and upon advance
coordination.
The quorum required for the Meeting
The quorum required for the Meeting consists of two or more Shareholders
of Company (present in person or by proxy at the Meeting) holding or
representing at least one third of the voting rights in the Company. If
within half an hour from the time appointed for the Meeting, a quorum is not
present, the Meeting shall stand adjourned to the same day in the following
week at the same time and place, or at any time and place as the Directors
shall designate and state in a notice to the Shareholders. If at such
adjourned meeting, a quorum is not present within half an hour from the time
appointed for the Meeting, two Shareholders present in person or by proxy
will constitute a quorum.
The majority required for the approval of the resolutions
Section 1 on the agenda for the Meeting requires the
affirmative vote of the shareholders who hold three quarters of the voting
power represented at the Meeting.
Section 2 on the agenda for the Meeting requires the
affirmative vote of the shareholders holding a simple majority of the voting
power represented at the Meeting.
Each of Sections 3 and 4 on the agenda for the Meeting
requires, in addition to a simple majority of the shares present and voted at
the Meeting, that either (a) at least 1/3 of the shares present and voted at
the Meeting and held by shareholders that are not control persons or
representatives of control persons of the company be voted for such
resolutions (abstentions will be disregarded) or (b) the shares present and
voted at the Meeting by persons referred to in clause (a) against each of
such resolutions represent less than 1% of the total voting power in the
company.
Record Date
The record date for the determination of Shareholders entitled
to vote at the Meeting, according to Article 182(c) to the Companies Law, has
been fixed to be at the close of business on March 24th, 2010.
A shareholder who wishes to vote at the Meeting shall provide
to the Company proof of ownership of such shareholder's shares from a member
of the Tel Aviv Stock Exchange in such manner prescribed by the Israeli
Companies Regulations (Proof of Ownership of Shares for Voting at General
Meeting), 2000, or another proof of ownership that shall be provided to the
Company in accordance with applicable law, to the Company's satisfaction.
A proxy to participate and vote at the Meeting without
attending to the Meeting shall be provided, no later than 48 hours prior to
the time set for the Meeting, to the Legal Counsel's Offices during regular
business hours. Voting by voting paper shall be done on the back of the
second part of the voting paper as may be issued in the Legal Counsel's
Offices during regular business hours. The voting paper may be sent to the
Legal Counsel's Offices by fax: +9723-6103649 or by mail to the address
specified below. The voting paper shall be sent no later than 72 hours prior
to the time set for the Meeting.
Viewing documents
The full text of the documents in connection with the Meeting
may be viewed at the Legal Counsel's Offices, at 16 Abba Hillel Silver Rd.,
Ramat-Gan, Israel, during regular business hours, and upon advance
coordination, by calling +9723-6103108.
Source: Istec - Industries and Technologies Ltd
Legal Council: +9723-6103108
Istec - Industries and Technologies Ltd. - Notice of an Extraordinary General Meeting of the Shareholders of the Company
TEL AVIV, Israel, March 23, 2010-- Notice is hereby given that an Extraordinary General Meeting of the
Shareholders (the: "Meeting") of Istec - Industries and technologies Ltd., a
company incorporated under the laws of the State of Israel (the "Company"),
will be held at the Company's offices, at22 Hayetzira Street, Petach Tikva,
Israel, on April 22th, 2010 at 13:00 p.m., Israel time. This Notice is a
translation for convenience of the Hebrew version of the notice. In case of
divergence of interpretation between the English version and the Hebrew
version, the Hebrew version shall prevail.
The agenda for the meeting is as follows:
1. Replacement of the Company's Articles of Association. The
full text of the new Company's Articles of Association may be viewed at the
offices of the Company's legal counsel in Israel - Meitar Liquornik Geva &
Leshem Brandwein Law Offices (the: "Legal Counsel's Offices"), at regular
business hours, and upon advance coordination.
2. Re-appointment of (a) Mr. Shlomo Shmeltzer; (b) Mr. Assaf
Shmeltzer; and (c) Ms. Atalia Shmeltzer, for an additional term to the Board
of Directors of the Company.
3. Appointment of Mr. Dov Rabinovich as an External Director
of the Company. Mr. Dov Rabinovich shall be entitled to remuneration in
accordance with the Fixed Annual Remuneration and the Fixed Remuneration per
Meeting, as such terms are defined under the Israeli Companies Regulations
(regulations regarding remuneration and expenses for external director), 2000
(the: "Remuneration Regulations"), considering the Company's category under
such regulations. The Company received Mr. Dov Rabinovich's declaration
regarding his fulfillment of the conditions required for the appointment as
an External Directors, as required under the Israeli Companies Law, 1999 (the
"Companies Law"). The full text of Mr. Dov Rabinovich's declaration may be
viewed at the Legal Counsel's Offices, at regular business hours, and upon
advance coordination.
4. Appointment of Mr. David Shohat as an External Director of
the Company. Mr. David Shohat shall be entitled to remuneration in accordance
with the Fixed Annual Remuneration and the Fixed Remuneration per Meeting, as
such terms are defined under the Remuneration Regulations, considering the
Company's category under such regulations. The Company received Mr. David
Shohat's declaration regarding his fulfillment of the conditions required for
the appointment as an External Directors, as required under the Israeli
Companies Law. The full text of Mr. David Shohat's declaration may be viewed
at the Legal Counsel's Offices at regular business hours, and upon advance
coordination.
The quorum required for the Meeting
The quorum required for the Meeting consists of two or more Shareholders
of Company (present in person or by proxy at the Meeting) holding or
representing at least one third of the voting rights in the Company. If
within half an hour from the time appointed for the Meeting, a quorum is not
present, the Meeting shall stand adjourned to the same day in the following
week at the same time and place, or at any time and place as the Directors
shall designate and state in a notice to the Shareholders. If at such
adjourned meeting, a quorum is not present within half an hour from the time
appointed for the Meeting, two Shareholders present in person or by proxy
will constitute a quorum.
The majority required for the approval of the resolutions
Section 1 on the agenda for the Meeting requires the
affirmative vote of the shareholders who hold three quarters of the voting
power represented at the Meeting.
Section 2 on the agenda for the Meeting requires the
affirmative vote of the shareholders holding a simple majority of the voting
power represented at the Meeting.
Each of Sections 3 and 4 on the agenda for the Meeting
requires, in addition to a simple majority of the shares present and voted at
the Meeting, that either (a) at least 1/3 of the shares present and voted at
the Meeting and held by shareholders that are not control persons or
representatives of control persons of the company be voted for such
resolutions (abstentions will be disregarded) or (b) the shares present and
voted at the Meeting by persons referred to in clause (a) against each of
such resolutions represent less than 1% of the total voting power in the
company.
Record Date
The record date for the determination of Shareholders entitled
to vote at the Meeting, according to Article 182(c) to the Companies Law, has
been fixed to be at the close of business on March 24th, 2010.
A shareholder who wishes to vote at the Meeting shall provide
to the Company proof of ownership of such shareholder's shares from a member
of the Tel Aviv Stock Exchange in such manner prescribed by the Israeli
Companies Regulations (Proof of Ownership of Shares for Voting at General
Meeting), 2000, or another proof of ownership that shall be provided to the
Company in accordance with applicable law, to the Company's satisfaction.
A proxy to participate and vote at the Meeting without
attending to the Meeting shall be provided, no later than 48 hours prior to
the time set for the Meeting, to the Legal Counsel's Offices during regular
business hours. Voting by voting paper shall be done on the back of the
second part of the voting paper as may be issued in the Legal Counsel's
Offices during regular business hours. The voting paper may be sent to the
Legal Counsel's Offices by fax: +9723-6103649 or by mail to the address
specified below. The voting paper shall be sent no later than 72 hours prior
to the time set for the Meeting.
Viewing documents
The full text of the documents in connection with the Meeting
may be viewed at the Legal Counsel's Offices, at 16 Abba Hillel Silver Rd.,
Ramat-Gan, Israel, during regular business hours, and upon advance
coordination, by calling +9723-6103108.
Source: Istec - Industries and Technologies Ltd
Legal Council: +9723-6103108