TIDMTRIT
RNS Number : 5376Q
Trendit Limited
29 February 2016
February 29, 2016
TRENDIT LTD
("Trendit" or "the Company")
Notice of EGM
Trendit Ltd (TRIT), the provider of cutting-edge technology for
real-time monitoring of population movement, trend analytics, and
crowd behaviour, announces that Notice of an Extraordinary General
Meeting of the Company ("EGM") (the text of which Notice is set out
below) and accompanying proxy form was today sent to the Company's
shareholders.
The purpose of the EGM is to consider, and if thought
appropriate, to approve the appointment of new external directors
of the Company and certain matters relating to such appointments
that require shareholders' approval under the relevant provisions
of the Israeli Companies Law, 1999-5759.
The EGM has been called for April 3, 2016, at 11.00 am. Israel
time (9.00 am BST), to be held at the offices of Pearl Cohen Zedek
Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1
Azrieli Center, Round Tower, 18th floor, Tel Aviv, Israel.
The Notice of EGM and proxy form will be available on the
Company's website at: http://www.trendit.net
Notice of Extraordinary General Meeting
THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND
REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the
contents of this document, or as to the action you should take, you
are recommended to seek your own independent financial advice
immediately from your stockbroker, bank, solicitor, accountant,
fund manager or other appropriate independent financial adviser
authorised under the Financial Services and Markets Act 2000, as
amended, ("FSMA") if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent professional
adviser in the relevant jurisdiction. If you sell, have sold or
otherwise transferred all of your Shares you should send this
document, together with the accompanying Voting Instruction Form
and Form of Direction, as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for delivery to the purchaser or
the transferee. However, the distribution of this document and/or
the Voting Instruction Form and Form of Direction into certain
jurisdictions other than the United Kingdom may be restricted by
law. Therefore, persons into whose possession this document and any
accompanying documents come should inform themselves about, and
observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. If you have sold only part of your holding
of Shares you should retain these documents.
TRENDIT LTD.
Notice of an Extraordinary General Meeting
February 29, 201
Trendit Ltd.
514128057- Registered in Israel
February 29, 2016
Dear Shareholder,
General meeting
I am pleased to enclose the notice to an Extraordinary General
Meeting ("EGM" or the "Meeting") of Trendit Ltd. ("Trendit" or the
"Company") to be held at the offices of Pearl Cohen Zedek Latzer
Baratz, Advocates, Patent Attorneys & Notaries, at 1 Azrieli
Center, Round Tower, 18(th) floor, Tel Aviv, Israel, on April 3,
2016, at 11.00 am. Israel time (9.00 am BST).
The purpose of the Meeting is to consider, and if thought
appropriate, to approve the following matters that require
shareholders' approval under the relevant provisions of the Israeli
Companies Law, 1999-5759 (the "Israeli Companies Law"):
1. Appoint Ms. Yael Mittelman as an external director on the Board of the Company;
2. Appoint Mr. Amir Adibi as an external director on the Board of the Company;
3. Approve the grant of exemption and indemnification letters to
the above-referenced nominees in Sections 1 - 2 and their inclusion
in the Company's current directors' and officers' insurance
policy.
It is hereby noted, that the above-referenced nominees in
Sections 1 and 2 shall be compensated in accordance with the
Israeli Companies Regulations (Rules regarding Compensation and
Expenses for the External Director), 2000-5760 (the "Regulations").
The approval of the external directors' compensation in accordance
with the Regulations does not require the approval of the EGM.
Recommendation
The directors of the Company consider that the proposals to be
considered at the EGM are in the best interests of the Company and
its members as a whole and are most likely to promote the success
of the Company for the benefit of its members as a whole.
The directors unanimously recommend that you vote in favour of
all the proposed resolutions as they intend to do so in respect of
their own beneficial holdings to the extent that they have any.
Yours sincerely,
Mr. Aharon Zohar
Chairman of the Board
Notice is hereby given that an Extraordinary General Meeting of
Trendit Ltd. will be held at the offices of Pearl Cohen Zedek
Latzer Baratz, Advocates, Patent Attorneys & Notaries, at 1
Azrieli Center, Round Tower, 18(th) floor, Tel Aviv, Israel, on
April 3, 2016, at 11.00 am. Israel time (9.00 am BST), to consider,
and if thought fit, to pass the following Resolutions, which will
be proposed as ordinary resolutions:
Ordinary Resolutions
1. Appoint Ms. Yael Mittelman as an external director on the Board of the Company;
2. Appoint Mr. Amir Adibi as an external director on the Board of the Company;
3. Approve the grant of exemption and indemnification letters to
the above-referenced nominees in Sections 1 - 2 and their inclusion
in the Company's current directors' and officers' insurance
policy.
It is hereby noted, that the above-referenced nominees in
Sections 1 and 2 shall be compensated in accordance with the
Israeli Companies Regulations (Rules regarding Compensation and
Expenses for the External Director), 2000-5760 (the "Regulations").
The approval of the external directors' compensation in accordance
with the Regulations does not require the approval of the EGM.
Dated: February 29, 2016 By order of the Board
Benny Saban,
Chief Executive Officer
Company number: 514128057
Registered office: 34 Jerusalem Road, Ra'anana, Israel.
Notes to the Notice of Extraordinary General Meeting
1. Under the Israeli Companies Law of 1999, an external director
is an independent public director which Israeli publicly listed
companies are obligated to appoint to its Board. Each public
company must have at least two such external directors on its Board
and their appointment is by the shareholders for a defined term of
three years. For Ms. Yael Mittelman and Mr. Amir Adibi's
credentials and resume, see Part 1 of the Appendix to this Notice.
Pursuant to section 239 of the Israeli Companies Law, nominees for
external directors must be appointed by a special vote of the
shareholders' meeting which complies with one of the following
conditions: (a) the majority vote in favour of the nominee shall
comprise a majority of all the shareholders which were present (in
person or by proxy) at the vote who are not a controlling party or
having a personal interest in the appointment (and the votes of
those abstaining will not be counted); or (b) the aggregate number
of those voting against the nominee shall not exceed two percent of
the aggregate voting rights in the company.
2. The required majority for the grant of exemption and
indemnification letters to the above-referenced nominees in
Sections 1 - 2 and their inclusion in the Company's current
directors' and officers' insurance policy, pursuant to section
267A(b) of the Israeli Companies Law requires a special vote of the
shareholders' meeting which complies with one of the following
conditions: (a) the majority vote in favour of the nominee shall
comprise a majority of all the shareholders which were present (in
person or by proxy) at the vote who are not a controlling party of
having a personal interest in approving the Company's compensation
policy (and the votes of those abstaining will not be counted); or
b) the aggregate number of those voting against the approval of the
resolution shall not exceed two percent of the aggregate voting
rights in the Company.
3. Only those members on the Company's register of members at:
3.1 Close of business on March 31, 2016; or
3.2 If this Meeting is adjourned at 6.00pm Israel time, on the
day two days prior to the adjourned meeting.
shall be entitled to attend and vote at the Meeting.
4. Information regarding the Meeting is available at www.trendit.net.
5. If you are a member of the Company at the time set out in
Note 3 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the meeting. A
proxy need not be a member of the Company but must attend the
Meeting to represent you. Details of how to appoint the Chairman of
the Meeting or another person as your proxy are set out in the
Notes to the proxy form below. In order to be valid, proxy forms
must be lodged at the registered office of the Company in Israel
marked for the attention of the CFO not less than 48 hours prior to
the Meeting. A Form of Proxy appears on the following page. In the
case of a member which is a corporation, the proxy (or any related
document) should be given under its common seal or under the hand
of an officer or attorney duly authorised in writing. Any power of
attorney or any other authority under which the proxy form is
signed (or a duly certified copy of such party or authority) must
be included with the proxy form.
February 29, 2016 13:01 ET (18:01 GMT)
Enquiries
Trendit
Benny Saban, CEO +972 54 484 4875
Yellow Jersey (Financial
PR)
Charles Goodwin +44 7747 788 221
Alistair Kare-Silver +44 7738 076 304
This information is provided by RNS
The company news service from the London Stock Exchange
END
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